Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2011

Feb 8, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ming Fung Jewellery Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Ming Fung Jewellery Group Limited.

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司[*] (Incorporated in the Cayman Islands with limited liability) (Stock code: 860)

DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ENTIRE INTERESTS IN JOY CHARM HOLDINGS LIMITED AND

PROPOSED ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

A notice convening the EGM to be held on 2 March 2011 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong at 2:30 p.m. is set out on pages 17 to 19 of this circular. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM should the Shareholders so wish.

* for identification purpose only

9 February 2011

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Acquisition”

the acquisition of the Sale Share under the Agreement

• “Agreement”

• the agreement dated 12 November 2010 entered into between the Purchaser as purchaser, the Company as the Purchaser’s holding company, the Vendor as vendor, and the Guarantor as guarantor in relation to the sale and purchase of the entire issued share capital of the Target Company

• “associates”

• as defined in the Listing Rules

• “Board”

• the board of Directors

• “Business”

the business of distributing, advertising, promoting and sale of jewellery and watch items including Gucci Timepieces through its distributors and also via its own retail stores

• “Business Days”

• a day (other than Saturday or Sunday) on which licensed banks in Hong Kong are generally open for business during their normal business hours

• “Company”

Ming Fung Jewellery Group Limited, a company incorporated under the laws of the Cayman Islands, the shares of which are listed on the Stock Exchange

• “Completion”

• completion of the sale and purchase of the Sale Share pursuant to the Agreement

• “Completion Date”

the date which is the fifth (5th) Business Day after the date on which the conditions precedent under the Agreement are satisfied or waived or such other date as the Vendor and the Purchaser may agree in writing

• “Consideration Shares”

600,000,000 new shares to be allotted and issued to the Vendor or its nominee(s) as settlement of part of the consideration under the Agreement

• “Directors”

directors of the Company

– 1 –

DEFINITIONS

“Due Diligence Investigation”

• “EGM”

• “Group”

• “Guarantor”

• “Hong Kong”

• “Hong Kong Company”

• “Independent Third Party(ies)”

• “Last Trading Day”

• “Latest Practicable Date”

• “Letter of Intent”

the legal, financial, business and other due diligence investigation in respect of the assets, liabilities, businesses, prospects and other affairs of the Target Group as the Purchaser may in its sole and absolute discretion consider necessary or desirable

an extraordinary general meeting of the Company to be held on 2 March 2011 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road Central, Hong Kong at 2:30 p.m. to approve, inter alia, the Agreement and the transactions contemplated thereunder (including the grant of a specific mandate to cover the allotment and issue of the Consideration Shares)

• the Company and its subsidiaries

陳華 (in English, Chan Wah, for identification purpose only), who is the legal representative of the Project Company and holds 60% of the registered capital of the Project Company and the guarantor under the Agreement

Hong Kong Special Administrative Region of the PRC

• a limited company in Hong Kong (as the intermediate holding company of the Project Company) which will be incorporated and wholly-owned by the Target Company as part of the Target Group Corporate Reorganisation

• third party(ies) independent of the Company and connected person(s) of the Company and who are not connected person(s) of the Company

• 11 November 2010, the trading day immediately preceding the date of the Agreement

• 31 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• a non-legally binding letter of intent dated 20 July 2010 between the Purchaser and the Vendor in relation to the Acquisition

– 2 –

DEFINITIONS

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date” 10 February 2011 or such later date to be agreed between the Purchaser and the Vendor in writing

• “Material Adverse Change”

• any change which has a material and adverse effect on the financial position, business or operations of the Target Group as a whole

• “PRC” People’s Republic of China

• “Project Company”

• Shenzhen Qijingda Trade Co. Ltd (深圳市琪晶達貿易有 限公司), a limited liability company established in Shenzhen, the PRC in 2010 with a registered capital of RMB10,000,000; as at the date of the Agreement, the Project Company was held as to 60% by the Guarantor and as to 40% by another individual residing in the PRC

• “Purchaser” Marvel Bloom Limited, a company incorporated under the laws of the British Virgin Islands and the purchaser under the Agreement

• “Sale Share” the issued one (1) ordinary share of a par value of US$1.00 each in the capital of the Target Company legally and beneficially owned and held by and registered in the name of the Vendor

• “SFC” The Securities and Futures Commission

• “SFO” the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong

• “Shareholders” shareholders of the Company

• “Shareholders Loan” the shareholder’s loan due from time to time by any member of the Target Group to the Vendor and/or its associates

• “Share(s)” ordinary share(s) of HK$0.01 each of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

• “Target Company”

• Joy Charm Holdings Limited, a company incorporated under the laws of the British Virgin Islands and the entire issued share capital of which is held by the Vendor as at the Latest Practicable Date

• “Target Group” the Target Company, the Hong Kong Company and the Project Company and its subsidiaries for the time being and from time to time, and the expressions “member of the Target Group” shall be construed accordingly

• “Target Group Corporate Reorganisation”

• the corporate restructuring to be conducted by the Target Group which includes the acquisition of the Hong Kong Company and the Project Company

• “Total Net Profits”

• the total audited net profits of the Target Group after tax calculated on a consolidated basis for the years ending 2011 and 2012

• “Vendor” Starry Rise Investments Limited, a company incorporated under the laws of the British Virgin Islands and the vendor under the Agreement

• “Warranties” the warranties, representatives and undertakings given by the Vendor under the Agreement

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “RMB” Renminbi, the lawful currency of the PRC

• “US$” United States dollars, the lawful currency of the United States of America

• “%” per cent.

– 4 –

LETTER FROM THE BOARD

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

Executive Directors: Mr. Wong Chi Ming, Jeffry (Chairman) Mr. Chung Yuk Lun Mr. Yu Fei, Philip

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Independent Non-executive Directors: Mr. Chan Man Kiu Mr. Tam Ping Kuen, Daniel Mr. Jiang Chao

Head office and principal place of business in Hong Kong: Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central Hong Kong

9 February 2011

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ENTIRE INTERESTS IN JOY CHARM HOLDINGS LIMITED AND

PROPOSED ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 12 November 2010 in relation to the Agreement. Pursuant to the Agreement, the Purchaser has agreed to acquire, and the Vendor has agreed to sell, the Sale Share at a total consideration of HK$336,000,000 which will be satisfied by (i) the issue and allotment by the Company of the Consideration Shares and (ii) a cashier order or in such other manner as may be agreed between the Purchaser and the Vendor in the amount of HK$36,000,000. The Guarantor will guarantee to the Purchaser the full, due and punctual performance by the Vendor of all its obligations under the Agreement.

* for identification purpose only

– 5 –

LETTER FROM THE BOARD

The Company will seek a specific mandate from the Shareholders at the EGM for the issue and allotment of the Consideration Shares.

This circular contains further details of (i) the Agreement; (ii) the Acquisition; (iii) the proposed issue of Consideration Shares under a specific mandate; and (iv) a notice convening the EGM.

THE AGREEMENT

Date

12 November 2010

Parties

• (1) The Purchaser

• (2) The Company

• (3) The Vendor

• (4) The Guarantor

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Guarantor, the Vendor and its ultimate beneficial owner are Independent Third Parties.

Assets to be acquired

The Sale Share in the Target Company, representing its entire issued share capital.

The Target Company is an investment holding company wholly-owned by the Vendor as at the Latest Practicable Date. For further information on the Target Company, please refer to the section headed “Information on the Target Group” below.

Consideration

The total consideration under the Agreement is of HK$336,000,000 which will be satisfied on Completion in the following manner:

• (i) as to HK$300,000,000, by the Company’s allotment and issue to the Vendor or its nominee(s) the Consideration Shares; and

• (ii) as to HK$36,000,000, will be paid by the Purchaser to the Vendor or its nominee(s) by way of a cashier order or in such other manner as may be agreed between the Purchaser and the Vendor.

– 6 –

LETTER FROM THE BOARD

Under the Agreement, the Consideration Shares will be issued and allotted at an issue price of HK$0.50 per Consideration Share, representing:

• (i) a discount of approximately 38.27% to the closing price of the Shares of HK$0.81 as quoted on the Stock Exchange as at the Last Trading Day;

• (ii) a discount of approximately 39.17% to the average closing price of the Shares of approximately HK$0.822 as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 36.14% to the average closing price of the Shares of approximately HK$0.783 as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day.

On the basis that the issued share capital of the Company comprises 2,906,360,626 Shares as at the Latest Practicable Date, the Consideration Shares represent (i) approximately 20.64% of the issued share capital of the company as at the Latest Practicable Date; and (ii) approximately 17.11% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

Based on the closing price of the Shares of HK$0.81 as quoted on the Stock Exchange as at the Last Trading Day, the Consideration Shares would have a total market value of approximately HK$486,000,000.

The consideration and also the issue price of HK$0.50 per Consideration Share was arrived at based on normal commercial terms and after arm’s length negotiations between the parties to the Agreement and by reference to:

• (i) the Vendor and the Guarantor jointly and severally warrant and guarantee to the Purchaser that the Total Net Profits shall not be less than RMB60,000,000 for the financial years ended 2011 and 2012;

• (ii) the Project Company is the exclusive distributor of Gucci timepieces in the territory of the mainland China, Macau and Hong Kong;

• (iii) the Target Company will have at least 42 retail outlets in the mainland China; and

• (iv) the issue price as agreed under the Letter of Intent.

The consideration for the Acquisition is considered by the Board as fair and reasonable and in the interests of the Group and of the Shareholders as a whole.

The Consideration Shares will, upon issue and fully paid, rank pari passu in all respects with all the existing Shares then in issue. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

– 7 –

LETTER FROM THE BOARD

Conditions precedent

Completion of the Agreement is conditional upon, among other things, the following conditions precedent:

• (a) the successful completion of the Target Group Corporate Reorganisation;

• (b) the Purchaser having completed and satisfied in its absolute discretion with the results of the Due Diligence Investigation;

• (c) the Purchaser having received and satisfied in its absolute discretion (in substance and form) a legal opinion issued by a firm of lawyers qualified to practise in the PRC covering matters including, among other things, (i) the Project Company having been duly established and validly subsisting; (ii) the Project Company having obtained all the licences and permits which are necessary for conducting the Business and such licences and permits are in full force and effect; (iii) the corporate reorganisation of the Project Company is completed and 90% of its equity interest is legally and beneficially owned by the Hong Kong Company free from all charges, liens, equities, encumbrances, claims or restrictions of any nature whatsoever and together with all rights attaching to or accruing to it; and (iv) such other aspect of PRC laws as the Purchaser may consider appropriate or relevant to the transactions contemplated by the Agreement;

• (d) the Purchaser having received and satisfied in its absolute discretion (in substance and form) a legal opinion issued by a firm of lawyers qualified to practise in the British Virgin Islands covering matters including, among other things, (i) the Target Company and the Vendor having been duly established and validly subsisting, (ii) updated lists of directors and shareholders of the Target Company and the Vendor, and (iii) such other aspect of the laws of the British Virgin Islands as the Purchaser may consider appropriate or relevant to the transactions contemplated by the Agreement;

• (e) the approval by the Shareholders of the Company (or, as the case may be, the independent Shareholders of the Company) at the EGM of the Agreement and the transactions contemplated hereby (including without limitation the issue of the Consideration Shares) and all other consents and acts required under the Listing Rules having been obtained and completed;

• (f) the Listing Committee of the Stock Exchange having granted or having agreed to grant the listing of, and permission to deal in, the Consideration Shares;

• (g) if required, all approvals, consents, authorisations and licences (so far as are necessary) in relation to the transactions contemplated under the Agreement having been obtained from the relevant governmental authorities;

– 8 –

LETTER FROM THE BOARD

• (h) the Purchaser being satisfied in its absolute discretion, from the date of the Agreement and at any time before Completion, that the Warranties remain true and accurate in all material respects, not misleading or in breach in any material respect and that no events have suggested that there were any breach in any material respect of any Warranties or other provisions of the Agreement by the Vendor;

• (i) the Purchaser being satisfied in its absolute discretion, from the date of the Agreement to Completion, there has not been any Material Adverse Change in respect of any member of the Target Group; and

• (j) the Purchaser having received and satisfied in its absolute discretion the documents provided by the Vendor which evidence that all outstanding Shareholders Loan due from the Target Group to the Vendor and/or its associates have been capitalised and/or assigned to such party(ies) as nominated by the Purchaser immediately before Completion, and all necessary approvals, consents, authorisations and licences in relation thereto having been obtained from the relevant governmental authorities or parties concerned.

The Vendor shall use its best endeavours to satisfy the above conditions (except conditions (e) and (f)) whereas the Purchaser shall use its reasonable endeavours to satisfy the above conditions (e) and (f) at any time on or before 5 p.m. on the Long Stop Date.

The Purchaser may, at its absolute discretion at any time, waive in writing any of the above conditions (except conditions (e) and (f)). If all the above conditions have not been satisfied or waived by 5 p.m. on the Long Stop Date then the Agreement shall lapse and has no further effect and the parties shall be released from all obligations under it.

The Due Diligence Investigation will include investigations to verify among others that:

• (a) the Project Company is the exclusive distributor of Luxury Goods International (L.G.I.) S.A., which is the only licensee of Guccio Gucci S.p.A. (the owner of Gucci marks) for Gucci timepieces in the Territory; and

• (b) the Target Company, upon Completion, will have at least 42 retail outlets in the PRC.

Completion

Completion shall take place at 4 p.m. on the Completion Date after satisfaction or waiver (as the case may be) of the conditions precedent (or such other date as the parties to the Agreement may agree).

Profits and other guarantee

The Vendor and the Guarantor jointly and severally warrant and guarantee to the Purchaser that the Total Net Profits shall not be less than RMB60,000,000 for the financial years ended 2011 and 2012.

– 9 –

LETTER FROM THE BOARD

The guarantee in the sum of RMB60,000,000 was agreed between the Company, the Vendor and the Guarantor with reference to the following:

• (a) the historical financial performances of the previous distributors of Gucci timepieces of Luxury Goods International (L.G.I.) S.A. in the Territory as provided by the Vendor;

• (b) the monetary amount of the planned and target purchases of the Gucci timepieces as provided for in the Distribution Agreement; and

• (c) the expected growth of the Project Company’s overall business.

Based on the above factors, the Directors consider that the guaranteed amount is fair and reasonable.

If the Total Net Profits is less than RMB60,000,000, the Vendor and/or the Guarantor (as the primary obligor not merely as surety) will forthwith upon demand pay to the Purchaser by way of cashier order a sum equivalent to the amount of the shortfall.

The Guarantor has also irrevocably, unconditionally and absolutely guaranteed to the Purchaser the full, due and punctual performance of all the obligations of the Vendor under or pursuant to the Agreement and, in the case of failure by the Vendor, fully, duly or punctually to perform such obligations, shall itself forthwith on demand perform such obligations with the Purchaser that the Guarantor will perform such obligations on the Vendor’s behalf and shall indemnify and keep indemnified on demand the Purchaser from and against any and all losses, reasonable costs and expenses which it may sustain, incur or suffer by reason of any default or delay on the part of the Vendor in the performance of the said obligations and fulfillments of the Warranties.

SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER THE COMPLETION

As at the Latest Practicable Date, there were no outstanding convertible securities issued or options granted which carry rights to acquire Shares.

– 10 –

LETTER FROM THE BOARD

Details of the shareholding structure of the Company as at the Latest Practicable Date and immediately upon Completion and the issue of the Consideration Shares, assuming that there is no other change in the share capital of the Company, are set out below:

		**Shareholding **	structure as at		Shareholding structure	Shareholding structure	Shareholding structure
		the Latest Practicable Date			immediately upon Completion
			Approximate				Approximate
		Number of	% of issued		Number of		% of issued
		Shares held	Shares		Shares held		Shares
Equity Base Holdings Limited		295,025,799	10.15		295,025,799		8.41
Lui Ching Han, Magda (Note 1)		295,025,799	10.15		295,025,799		8.41
Wong Chi Ming, Jeffry (Note 1)		295,025,799	10.15		295,025,799		8.41
Choy Shiu Tim		280,000,000	9.63		280,000,000		7.99
Atlantis Investment Management
(Hong Kong) Limited (Note 2)		234,900,000	8.08		234,900,000		6.70
Atlantis Investment Management
Limited		228,900,000	7.88		228,900,000		6.53
Liu Yang (Note 2)		234,900,000	8.08		234,900,000		6.70
Vendor and/or its nominee(s)		–	–		600,000,000		17.11
Other Shareholders		2,096,434,827	72.13		2,096,434,827		59.79
Total		2,906,360,626	100.00		3,506,360,626		100.00

Notes:

1. These 295,025,799 Shares are registered in the name of Equity Base Holdings Limited. Under the SFO, Wong Chi Ming, Jeffry and Lui Ching Han, Magda, the spouse of Wong Chi Ming, Jeffry, are deemed to be interested in the Shares held by Equity Base Holdings Limited.

2. These 228,900,000 Shares are registered in the name of Atlantis Investment Management Limited. Under the SFO, Atlantis Investments Management (Hong Kong) Limited and Liu Yang are deemed to be interested in the Shares held by Atlantis Investment Management Limited.

– 11 –

LETTER FROM THE BOARD

INFORMATION ON THE TARGET GROUP

Corporate structure

The Target Company is an investment holding company incorporated in the British Virgin Islands with limited liability. As at the Latest Practicable Date, it had an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each, of which one (1) share having been issued to and is fully paid up by the Vendor. The Vendor is an investment holding company incorporated in the British Virgin Islands and owns the entire issued capital of the Target Company.

The corporate structure of the Target Company as at the Latest Practicable Date was as follows:

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----- Start of picture text -----

Vendor
100%
Target Company
----- End of picture text -----

One of the conditions precedent of the Completion is the completion of the Target Group Corporate Reorganisation. The corporate structure of the Target Group upon completion of the Target Group Corporate Reorganisation and prior to Completion will be as follows:

==> picture [239 x 217] intentionally omitted <==

----- Start of picture text -----

Vendor
100%
Target Company
100%
Hong Kong
Guarantor
Company
90% 10%
Project Company
----- End of picture text -----

The Target Company will incorporate the Hong Kong Company, which will in turn hold 90% of the entire equity interest of the Project Company, a company established in the PRC. Upon Completion, the Project Company will appoint Hengdeli Holdings Limited to manage the Project Company and its retailing business.

– 12 –

LETTER FROM THE BOARD

Business of the Project Company

The Project Company is engaged in the business of distributing, advertising, promoting and sale of jewellery and watch items including Gucci Timepieces through its distributors and also via its own retail stores. The Guarantor is the legal representative of the Project Company and has over 20 years of experience in the retail industry. He has established extensive business connections and close working relationship with international brands.

To this end, it is the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries at the time of preparing and executing the Agreement, including review of a copy of the distribution agreement provided by the Vendor made between the Project Company and Luxury Goods International (L.G.I.) S.A. (the “ Distribution Agreement ”), which, according to the Vendor, is the only licensee of Guccio Gucci S.p.A. (the owner of the Gucci marks) for Gucci timepieces in the mainland China, Macau and Hong Kong (excluding Taiwan) (the “ Territory ”), the Project Company is an exclusive distributor of Luxury Goods International (L.G.I.) S.A. in the Territory.

As at the Latest Practicable Date, the Vendor had provided to the Company notices issued by Luxury Goods International (L.G.I.) S.A. to the trade partners of Gucci timepieces notifying them that the Project Company is its exclusive distributor of Gucci timepieces in the Territory commencing from 1 January 2011. The Company has engaged professional advisers in the relevant jurisdictions to review and verify the distribution agreements entered into by the Project Company, and in particular the agreements in relation to the Gucci timepieces in the Due Diligence Investigation. The Company will not proceed to Completion if the results are not satisfied.

According to the Vendor, the Project Company is currently under negotiation with other international reputable brands for obtaining the distribution rights of their jewellery products and timepieces.

Upon Completion, the Project Company will have at least 42 retail outlets for the selling of jewellery products and watches in the northeast China including but not limited to the major cities of Dalian, Shenyang, Harbin and Changchun.

As at the Latest Practicable Date, the Project Company was in the process of entering into contractual arrangements to establish 37 retail outlets. The Project Company is continuously seeking to establish 42 retail outlets or more in the prime and high-end shopping locations in the major cities of the PRC before the Long Stop Date. The Project Company will only select the locations which suit the image and quality of the luxury timepieces.

The Directors note that the Project Company has a planned target of establishing a number of point of sale in the PRC in 2011 under the Distribution Agreement which far exceeds 42 retail outlets. As such, the Directors consider that even if the Project Company will not have 42 retail outlets before the Long Stop Date, the status will be transitory only.

– 13 –

LETTER FROM THE BOARD

The establishment of 42 retail outlets does not constitute a condition precedent for Completion. The Company, however, will only proceed to Completion if it is satisfied that the shortage in number of the retail outlets does not materially affect the interest of the Company and its shareholders and also the ability of the Project Company to generate the Total Net Profits. Although the Project Company is a newly established company with a registered capital of RMB10,000,000, the Board considers that it is feasible for the Project Company to have established 42 retail outlets before Completion on the basis that:

• (a) the Vendor can finance the establishment of the retail outlets by way of shareholder’s loan to the Target Group. One of the conditions precedent provides that “all outstanding Shareholders Loan due from the Target Group to the Vendor and/or its associates have been capitalised and/or assigned to such party(ies) as nominated by the Purchaser immediately before Completion”. The Company and the Vendor have agreed to this arrangement to ensure that the Purchaser will not be responsible for the costs and expenses for establishing the retail outlets prior to Completion; and

• (b) Completion is not expected to take place shortly as there are a number of closing conditions which the Company is required to satisfy including, without limitation, the completion and satisfaction of the Due Diligence Investigation and the holding of an EGM of the Company for the purpose of approving the Agreement and the transactions contemplated thereunder.

Financial information

As the Target Company and the Project Company were newly incorporated, and the Hong Kong Company has not yet been incorporated, no financial statements have been prepared for these companies.

REASONS FOR THE ACQUISITION

The principal activities of the Company comprise the manufacture, sale, trading, distribution, processing and retailing of jewellery production in the PRC. The Board has always been optimistic about the economy of the PRC and the prospect of the PRC jewellery market. The Directors considered that the Acquisition represented a good opportunity for the Company to expand its jewellery retail business which could help to broaden the Company’s source of income. The Board is of the view that the Project Company, with its sale network in the PRC, has much potential for the Company’s business expansion in the PRC. The Directors believe that the Acquisition is in line with the business plan of the Company and, couple with the expertise of the Group in the manufacture, sale, trading, distribution, processing and retailing of jewellery production, the Acquisition is in the best interest of the Company and the terms of the Agreement are in normal commercial terms, which are fair and reasonable and in the interests of the shareholders of the Company as a whole.

– 14 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As the Acquisition exceeds 5% but does not exceed 25% of one or more of the applicable percentage ratios (as defined in the Listing Rules), the Acquisition constitutes a discloseable transaction for the Company under the Listing Rules.

The Consideration Shares will be allotted and issued under a specific mandate to be sought at the EGM. The Board will seek approval from the Shareholders at the EGM for the grant of a specific mandate for the issue and allotment of the Consideration Shares.

Application will be made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares on the Stock Exchange.

EGM

The notice of the EGM is set out on page 17 to page 19 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should the Shareholders so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions at the EGM will be voted on by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, no Director or Shareholder has a material interest in the Agreement and the transactions contemplated thereunder and no Shareholder would be required to abstain from voting at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that (i) the Agreement; (ii) the Acquisition; and (iii) the proposed issue of Consideration Shares under a specific mandate are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of resolution proposed at the EGM.

By order of the board Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

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NOTICE OF EGM

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Ming Fung Jewellery Group Limited (the “ Company ”) will be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road Central, Hong Kong at 2:30 p.m. on 2 March 2011 for the purpose of considering and, if thought fit, passing with or without amendments the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) a share purchase agreement dated 12 November 2010 (the “ Agreement ”) (a copy of which has been produced at this Meeting and marked “A” and initialed by the chairman of this Meeting for the purpose of identification) entered into between Marvel Bloom Limited (a wholly-owned subsidiary of the Company), the Company, Starry Rise Investment Limited and Chan Wah, pursuant to which Marvel Bloom Limited has agreed to acquire the entire issued share capital of Joy Charm Holdings Limited for a total consideration of HK$336,000,000 which will be satisfied as to HK$36,000,000 in cash and as to HK$300,000,000 by the Company’s allotment and issue of the Consideration Shares (as defined in the Agreement) upon completion of the Agreement; and the transactions contemplated thereunder or incidental to the Agreement be and are hereby approved, ratified and confirmed;

* for identification purpose only

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NOTICE OF EGM

• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares (as defined in the Agreement), the directors of the Company be and are hereby authorised to allot and issue the Consideration Shares at HK$0.50 per Consideration Share in accordance with the terms and conditions of the Agreement, and that the Consideration Shares shall, when allotted and issued, be credited as fully paid and rank pari passu in all respects with all other shares of the Company in issue on the date of such allotments and issues; and

• (c) the directors of the Company are hereby authorised to do all such further acts and things and execute such further documents which in their opinion may be necessary or expedient to give effect to the terms of the Agreement and the issue and allotment of the Consideration Shares or any of the transactions contemplated under the Agreement.”

By order of the board Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

Hong Kong, 9 February 2011

Registered Office:

Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Head office and principal place of business in Hong Kong:

Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central Hong Kong

Notes:

1. A form of proxy to be used for the meeting is enclosed with the circular of the Company despatched to the shareholder of the Company on 9 February 2011.

2. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

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NOTICE OF EGM

1. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Hong Kong branch registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting at which the person named in the instrument proposes to vote. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

3. As at the date of this notice, the Board comprises Mr. Wong Chi Ming, Jeffry, Mr. Chung Yuk Lun and Mr. Yu Fei, Philip as executive Directors, and Mr. Jiang Chao, Mr. Chan Man Kiu and Mr. Tam Ping Kuen, Daniel as independent non-executive Directors.

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