Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2012

Nov 9, 2012

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.

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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)

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

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A notice convening the EGM to be held on 5 December 2012 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong at 2:30 p.m. is set out on pages 25 and 26 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 or any adjourned meeting. 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

12 November 2012

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	12
LETTER FROM VEDA CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX I – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	22
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

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

“Acquisition” the acquisition of the entire interests in and the shareholders loan of Omas International S.A. by the Company as detailed in its announcements dated 28 September 2011, 4 November 2011, 7 February 2012 and 13 April 2012 and its circular dated 2 November 2011

• “Aggregate Annual Cap”

• the aggregate of the Annual Caps for the financial year ending 30 September 2013

• “Agreements”

• the New Cooperation Agreement and the Licence Agreement

• “Alpha Key”

• Alpha Key Investments Limited, a company incorporated under the laws of British Virgin Islands

• “Annual Cap(s)”

• for the purpose of Chapter 14A of the Listing Rules, means the maximum annual consideration of the Consignment Arrangement, the Supply Arrangement or the Licence Agreement for the financial year ending 30 September 2013

• “associates”

• as defined in the Listing Rules

• “Board” the board of Directors

• “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 (Stock Code: 860)

• “Consignment Arrangement”

under which the Group shall provide the luxury jewellery products for sale on a consignment basis at the special counters of the retail outlets belong to or operated by Hengdeli. Operation expenses including rental of the special counters, salary and wages of staff, electricity and water expenses etc. will be borne by Hengdeli. The Group bears the costs of inventory and tax expenses

• “Cooperation Agreement”

• the agreement dated 25 October 2010 as supplemented by the supplemental agreement dated 1 November 2010 entered into between the Company and Hengdeli in relation to the joint development of luxury jewellery retail business as detailed in the announcements of the Company dated 25 October 2010 and 1 November 2010

– 1 –

DEFINITIONS

“Directors”

directors of the Company

• “EGM”

• extraordinary general meeting of the Company to be convened to approve, among other things, the New Cooperation Agreement and the transactions contemplated thereunder and the Annual Caps

• “Greater China Region” include PRC, Macau and Hong Kong

• “Group” the Company and its subsidiaries

• “Hangzhou Longyun”

• Hangzhou Longyun Watch Ltd Co (杭州龍韻鐘錶有限公 司), a limited company established in PRC and indirectly wholly-owned by Hengdeli

• “Hengdeli”

• Hengdeli Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 3389)

• “Hengdeli Group”

• Hengdeli and its subsidiaries

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• a board committee comprising Mr. Chan Man Kiu, Mr. Tam Ping Kuen, Daniel and Mr. Jiang Chao, the independent non-executive Directors which will make recommendations to the Independent Shareholders in respect of the New Cooperation Agreement and the Annual Caps

• “Independent Shareholders”

• Shareholders other than Hengdeli and its associates

• “Latest Practicable Date”

• 9 November 2012, being the latest practicable date for ascertaining information contained in this circular

• “Licence Agreement”

• the agreement dated 1 July 2012 entered into between Shenzhen Qijinda as licensee and Hangzhou Longyun as licensor in relation to the licensing of a sale corner on the first floor of Longyun Court

• “Listing Rules”

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

• “Longyun Court”

• a store located at Huanglong Hotel, No. 120 Shuguan Road, Hangzhou, PRC

• “Macau”

• the Macau Special Administrative Region of the PRC

– 2 –

DEFINITIONS

• “New Cooperation Agreement”

• the agreement dated 27 September 2012 entered into between the Company and Hengdeli in relation to the Consignment Arrangement and the Supply Arrangement

• “PRC” the People’s Republic of China

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• “Shareholders”

• Shareholders of the Company

• “Shenzhen Qijingda”

• Shenzhen Qijingda Trade Co. Ltd (深圳市琪晶達貿易有 限公司), a limited liability company established in PRC and owns indirectly as to 90% by the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Supply Arrangement”

• under which the Group shall sell to Hengdeli timepieces and accessories distributed by the Group as per the purchase orders placed from time to time by Hengdeli at the then wholesale prices which are 40% discount from the standard retail prices for the Greater China Region as determined by the brand owner

• “Veda Capital”

• Veda Capital Limited, a licensed corporation under the SFO which engages in type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Cooperation Agreement, including the Annual Caps

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “RMB”

• Renminbi, the lawful currency of PRC

• “%”

• per cent

– 3 –

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. Jiang Chao Mr. Chan Man Kiu Mr. Tam Ping Kuen, Daniel

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

12 November 2012

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 5 October 2012 and 8 October 2012 in relation to the New Cooperation Agreement and the Licence Agreement.

On 27 September 2012, the Company and Hengdeli entered into the New Cooperation Agreement in respect of the Consignment Arrangement and the Supply Arrangement.

On 1 July 2012, Shenzhen Qijingda and Hangzhou Longyun entered into the Licence Agreement in respect of the licensing of the sale corner on the first floor of Longyun Court.

• for identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with, among other things, (i) further information of the New Cooperation Agreement; (ii) a letter from the Independent Board Committee containing its advice and recommendations to the Independent Shareholders in respect of the New Cooperation Agreement; (iii) a letter of advice from Veda Capital to the Independent Board Committee and Independent Shareholders containing its advice in respect of the New Cooperation Agreement; and (iv) a notice of the EGM.

THE NEW COOPERATION AGREEMENT

Date

27 September 2012

Parties

• (1) The Company

• (2) Hengdeli

Hengdeli and its associates hold 666,666,667 shares representing approximately 15.27% of the entire issued share capital of the Company as at the Latest Practicable Date and is a connected person (as defined under the Listing Rules) of the Company.

Major Terms of the Arrangements

• (1) Under the Consignment Arrangement, the Group shall provide the luxury jewellery products for sale on a consignment basis at the special counters of the retail outlets belong to or operated by Hengdeli.

The Group shall pay to Hengdeli the commissions calculated at 20% of the after tax sale revenue figures to be paid in cash within 10 days from the last day of each month but subject to the Annual Cap under the Consignment Arrangement.

• (2) Under the Supply Arrangement, the Group shall sell to Hengdeli timepieces and accessories of an internationally renowned brand distributed by the Group at the wholesale prices which are 40% discount from the standard retail prices for the Greater China Region as from time to time determined by the brand owner.

Hengdeli shall place purchase orders to the Group from time to time and the Group shall deliver the required models and numbers of the timepieces and accessories to Hengdeli within 7 business days from the date of issuance of the respective purchase order. The Company shall issue monthly sale invoices to Hengdeli which shall be settled in cash by Hengdeli within 30 days of the date of issue of the sale invoices.

– 5 –

LETTER FROM THE BOARD

Condition Precedent

The New Cooperation Agreement is conditional upon the approval of the Independent Shareholders at the EGM.

Term

The New Cooperation Agreement shall take effect retrospectively on 27 September 2012 if the condition precedent becomes fulfilled, and will continue thereafter for a term expiring on 30 September 2013

The Cooperation Agreement will also be terminated and ceased to have any effect when the New Cooperation Agreement is approved by the Independent Shareholders at the EGM.

THE LICENCE AGREEMENT

Date

1 July 2012

Parties

• (1) Shenzhen Qijingda

• (2) Hangzhou Longyun

Hangzhou Longyun is indirectly wholly-owned by Hengdeli and is a connected person (as defined under the Listing Rules) of the Company.

Premises

A sale corner on the first floor of Longyun Court

Area

Around 763 square meters

Term

For the period from 1 July 2012 to 31 December 2012

– 6 –

LETTER FROM THE BOARD

Licence Fee

Shenzhen Qijingda shall pay to Hangzhou Longyun a certain percentage of the monthly sale made at the sale corner in cash as the licence fee within 60 days from the date of issuance of the tax receipts for a particular month by Hangzhou Longyun. The licence fee was determined with reference to the size and location of the sale corner within the Longyun Court and also the licence fees of the comparable sale corners in the nearby area, the prestige of the relevant brands and the products and the prevailing as well as the expected market conditions.

The Licence Agreement is governed by PRC laws.

PROPOSED ANNUAL CAPS

The Board proposes that the Annual Caps under the New Cooperation Agreement (in respect of which Independent Shareholders approval is proposed to be sought at the EGM) and the Licence Agreement and the Aggregate Annual Cap for the financial year ending 30 September 2013 be as follows:

Proposed Annual Cap for the financial year Type of Transaction ended 30 September 2013 Consignment Arrangement RMB2,440,000 (approximately HK$2,979,000) Supply Arrangement RMB44,000,000 (approximately HK$53,724,000) Licence Agreement RMB378,000 (approximately HK$462,000) (up to 31 December 2012 only) Aggregate Annual Cap RMB46,818,000 (approximately HK$57,165,000)

The Annual Cap of the Consignment Arrangement was determined by reference to the anticipated demand of the transactions and the historical volume of the comparable transactions under the Cooperation Agreement.

Anticipated Demand of the Consignment Arrangement

The Group has been strengthening its collaboration with Hengdeli, making the best use of its extensive retail networks and profound experience of luxury goods retail markets on one hand, while broadening the Group’s product portfolio with a focus ranging from mid-to-highend luxury jewellery businesses on the other. The Group has maintained this strategy for its growth and development. It has been actively seeking opportunities for collaboration with high-end international luxury jewellery brands.

– 7 –

LETTER FROM THE BOARD

In May 2012, the Company has obtained the exclusive distribution and sale of an Italian luxury jewellery brand (the “ Italian Brand ”) in the Greater China Region. The Italian Brand is an international leading and well-established luxury jewellery brand founded in 1924 and based in Italy. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Italian Brand has 5 single-brand shops in the PRC, and targets to double the number by the end of the current financial year. The Italian Brand has also opened a new Bliss sales point in Shanghai, the PRC.

The products under the Consignment Arrangement are expected to be, among others, (i) the luxury jewellery products provided by the Company to Hengdeli under the Cooperation Agreement; and (ii) the jewellery bearing the Italian Brand trademark.

Historical transactions under the Cooperation Agreement

The amount paid by the Company to Hengdeli in respect of the historical transactions under the Cooperation Agreement for the 3 months ended 30 September 2012 was in the approximate sum of RMB780,000, which if calculated on an annualized basis, exceeds the Annual Cap of the Consignment Arrangement. As such, the Board is of the view that the Annual Cap under the Consignment Arrangement is a conservative estimation.

The aggregate of the considerations paid by the Company to Hengdeli under the Cooperation Agreement for the financial year ending 30 September 2011 or up to the Latest Practicable Date however do not exceed 0.1% of the applicable percentage ratios of the Listing Rules and were therefore exempt from the reporting, announcement and Independent Shareholders’ approval requirements.

The Annual Cap of the Supply Arrangement was determined by reference to the anticipated demand of the transactions and the sale budget of Hengdeli.

According to the sale plans between the parties, Hengdeli plans to distribute the timepieces and accessories in a number of pre-selected stores and estimates that approximately 12,000 pieces will be sold, with the estimated average cost of each timepiece and accessory to be paid by Hengdeli to the Group in the range of approximately RMB3,500 to RMB4,500.

Besides, the Company is also optimistic on the demands of mid-to-high end luxury jewellery products and watch items in the PRC in view of the increasing trend of the gross domestic products in the PRC and the disposal income of the population.

In view of the above, the Directors (excluding the independent non-executive Directors, whose views have been set out in the letter from the Independent Board Committee) consider that the respective Annual Cap of the Consignment Arrangement and the Supply Arrangement is fair and reasonable.

– 8 –

LETTER FROM THE BOARD

Shareholders and investors should note that the Annual Caps referred to above are prepared to enable the Company to comply with the requirements of Chapter 14A of the Listing Rules. In particular, the above factors for determining the Annual Caps are based on the reasonable assumptions of the Company only, no assurance is given as to whether or not, and the extent to which, the Group will be able to achieve the demands and to generate the revenues under the Consignment Arrangement and/or the Supply Arrangement as above contemplated or estimated.

The Annual Cap receivable by Hangzhou Longyun for the licensing of the sale corner under the Licence Agreement was determined with reference to the size and location of the sale corner within Longyun Court and also to the licence fees of the comparable sale corners in the nearby area, the prestige of the relevant brands and the products and the prevailing as well as the expected market conditions.

REASONS AND BENEFITS FOR THE TRANSACTIONS UNDER THE NEW COOPERATION AGREEMENT

The New Cooperation Agreement represents good opportunities for the Group to strengthen its collaboration with Hengdeli and make use of its extensive and quality distribution networks and its vast experiences in operating and managing retail outlets for luxury jewellery products in order to promote and distribute the products of the Group.

The New Cooperation Agreement was entered into during the ordinary and usual course of business of the Group. The Directors (excluding the independent non-executive Directors, whose views have been set out in the letter from the Independent Board Committee) are of the opinion that the terms of the New Cooperation Agreement, including the Annual Caps, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Hengdeli and its associates hold 666,666,667 shares representing approximately 15.27% of the entire issued share capital of the Company as at the date of the Latest Practicable Date and is a connected person (as defined under the Listing Rules) of the Company. The New Cooperation Agreement, the Licence Agreement and the transactions contemplated under the Agreements constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the Aggregate Annual Cap exceed 5% and the Aggregate Annual Cap also exceeds HK$10,000,000 on an annual basis, the New Cooperation Agreement and the transactions contemplated thereunder and the Annual Caps are subject to reporting, announcement requirements and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. Hengdeli and its associates will abstain from voting at the EGM of the Company to approve the New Cooperation Agreement and the Annual Caps and the votes of the Independent Shareholders in the EGM will be taken by poll.

– 9 –

LETTER FROM THE BOARD

None of the Directors is regarded as having a material interest in the transactions under the New Cooperation Agreement and abstained from voting in the board resolutions approving the New Cooperation Agreement, the Annual Caps and the transactions contemplated thereunder in accordance with Rule 13.44 of the Listing Rules.

GENERAL

The principal activities of the Company comprise the manufacture, sale, trading, distribution, processing and retailing of jewellery products and luxury consumer goods.

Shenzhen Qijingda is engaged in the business of distributing, advertising, promoting and sale of jewellery and watch items through its distributors and also via its own retail stores.

Hengdeli is a major retailer and distributor of imported medium and high-grade watches and jewellery items in the PRC. It operates extensive retail outlets and boutiques of watches, jewellery items and other related accessories in various major cities in the PRC.

Hangzhou Longyuan is engaged in the business of management and operations of Longyun Court.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising of all the independent non-executive Directors has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the New Cooperation Agreement and the transactions contemplated thereunder, including the Annual Caps. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders in respect of the New Cooperation Agreement and the transactions contemplated thereunder, including the Annual Caps has been set out on pages 12 and 13 of the circular.

Veda Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders and a letter from Veda Capital to the Independent Board Committee and the Independent Shareholders containing its advice in respect of the New Cooperation Agreement and the transactions contemplated thereunder, including the Annual Caps has been set out in pages 14 to 21 of this circular.

EGM

The notice of the EGM is set out on pages 25 and 26 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.

– 10 –

LETTER FROM THE BOARD

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.

RECOMMENDATION

The Board is of the opinion that the terms of the New Cooperation Agreement and the transaction contemplated thereunder, including the Annual Caps, are fair and reasonable and 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.

ADDITIONAL INFORMATION

The attention of the Shareholders is drawn to the additional information set out in the appendices to this circular.

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

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

12 November 2012

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company dated 12 November 2012 (the “Circular” ) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members to form the Independent Board Committee and to advise you the terms of the New Cooperation Agreement and the transactions contemplated thereunder including the Annual Caps and whether such terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Veda Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the New Cooperation Agreement were entered into on normal commercial terms; and the terms of the New Cooperation Agreement and the transactions contemplated thereunder including the Annual Caps, are fair and reasonable so far as the Independent Shareholders are concerned, whether such terms are in the interests of the Company and the Independent Shareholders as a whole. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 14 to 21 of this Circular.

Your attention is also drawn to the letter from the Board set out on pages 4 to 11 of the Circular and the additional information set out in the appendix of the Circular.

• for identification purpose only

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the New Cooperation Agreement and the transactions contemplated thereunder including the Annual Caps, and the advice of Veda Capital, we are of the opinion that the New Cooperation Agreement were entered into on normal commercial terms; and the terms of the New Cooperation Agreement and the transactions contemplated thereunder including the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole. We therefore recommend that you vote in favour of the resolutions to be proposed at the EGM to approve the New Cooperation Agreement and the transactions contemplated thereunder including the Annual Caps.

Yours faithfully,

For and on behalf of Independent Board Committee of Ming Fung Jewellery Group Limited

Chan Man Kiu

Tam Ping Kuen, Daniel Jiang Chao Independent Non-executive Directors

– 13 –

LETTER FROM VEDA CAPITAL

The following is the full text of the letter from Veda Capital setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the New Cooperation Agreement and the Annual Caps of the Consignment Arrangement and the Supply Arrangement, which has been prepared for the purpose of inclusion in this circular.

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Veda Capital Limited Suite 3214, 32/F COSCO Tower 183 Queen’s Road Central Hong Kong

12 November 2012

To the Independent Board Committee and the Independent Shareholders of Ming Fung Jewellery Group Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of New Cooperation Agreement and the annual cap of the Consignment Arrangement and the annual cap of the Supply Arrangement (in aggregate, the “ New Cooperation Annual Caps ”), details of which are set out in the circular to the Shareholders dated 12 November 2012 (the “ Circular ”), of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context requires otherwise.

On 27 September 2012, the Company and Hengdeli entered into the New Cooperation Agreement in respect of the Consignment Arrangement and the Supply Arrangement.

As noted from the announcement of the Company dated 5 October 2012 regarding the continuing connected transactions, a wholly-owned subsidiary of Hengdeli becomes a substantial shareholder of the Company upon the completion of Acquisition. Hengdeli indirectly owns 15.27% of the entire issued share capital of the Company as at the Latest Practicable Date and is a connected person (as defined under the Listing Rules) of the Company. The New Cooperation Agreement and the transactions contemplated under the Agreements constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the New Cooperation Annual Caps exceed 5% and the Aggregate Annual Caps also exceeds HK$10,000,000 on an annual basis, the New Cooperation Agreement and the transactions contemplated thereunder and the New

– 14 –

LETTER FROM VEDA CAPITAL

Cooperation Annual Caps are subject to reporting, announcement requirements and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. Hengdeli and its associates will abstain from voting at the EGM of the Company to approve the New Cooperation Agreement and the New Cooperation Annual Caps and the votes of the Independent Shareholders in the EGM will be taken by poll.

Independent Board Committee comprising of all the independent non-executive Directors has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the New Cooperation Agreement and the transactions contemplated thereunder, including the New Cooperation Annual Caps.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied upon accuracy of the information and representations contained in the Circular and information provided to us by the Company, the Directors and the management of the Company. We have assumed that all statements, information and representations made or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company, for which they are solely and wholly responsible, were true at the time when they were made and continue to be true as at the date of the EGM. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statements in the Circular misleading. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, financial position or future prospects of the Group, nor have we carried out any independent verification of the information provided by the Directors and management of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In giving our recommendation to the Independent Board Committee and the Independent Shareholders in respect of the New Cooperation Agreement and the New Cooperation Annual Caps, we have taken into consideration the following principal factors and reasons:

Background and reasons for the New Cooperation Agreement

The principal activities of the Company comprise the manufacture, sale, trading, distribution, processing and retailing of jewellery products and luxury consumer goods.

– 15 –

LETTER FROM VEDA CAPITAL

As set out in the letter from the Board in the Circular (the “ Board Letter ”), Hengdeli is a major retailer and distributor of imported medium and high-grade watches and jewellery items in the PRC. It operates extensive retail outlets and boutiques of watches, jewellery items and other related accessories in various major cities in the PRC.

As further noted from the Board Letter, the New Cooperation Agreement represents good opportunities for the Group to strengthen its collaboration with Hengdeli and make use of its extensive and quality distribution networks and its vast experiences in operating and managing retail outlets for luxury jewellery products in order to promote and distribute the products of the Group. The New Cooperation Agreement was entered into during the ordinary and usual course of business of the Group. The Directors are of the opinion that the terms of the New Cooperation Agreement, including the New Cooperation Annual Caps, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

We noted from the announcements of the Company dated 25 October 2010 and 1 November 2010 that the Company and Hengdeli entered into the Cooperation Agreement in relation to the joint development of luxury jewellery retail business.

The principal activities of Hengdeli are retail and distribution of other middle-to-high-end consumer goods including internationally renowned watch brands, the related after-sale services and other extended goods. As noted from the annual report (the “ Hengdeli AR 2011 ”) of Hengdeli for the year ended 31 December 2011, Hengdeli together with its subsidiaries (the “ Hengdeli Group ”) had 405 retail outlets, selling watches from many internationally renowned brands as well as middle-to-high-end jewellery and accessories in the PRC, Hong Kong and Taiwan. The Hengdeli Group has numerous wholesale customers in approximately hundred major cities. The Hengdeli Group will, among others, keep on adopting the principles of opening new outlets and for the jewellery market, the Hengdeli Group will follow the market trend closely and put resources with cautious but progressive principles to expand the retail network.

Having considered (i) the principal activities of the Company and Hengdeli; (ii) the entering of the Cooperation Agreement before Hengdeli has become a connected person of the Company; (iii) the extensive retail and distribution networks of Hengdeli in the PRC; and (iv) the business prospects of Hengdeli in opening new outlets and the expansion of the jewellery retail networks, we concur with the view of the Directors that the entering into of the New Cooperation Agreement is in the interests of the Company and the Independent Shareholders as a whole.

– 16 –

LETTER FROM VEDA CAPITAL

Principal terms of the New Cooperation Agreement

Date:

27 September 2012

Parties:

The Company and Hengdeli

Term:

For the period from 27 September 2012 to 30 September 2013

Major terms of the arrangements:

(i) Consignment Arrangement

The Group shall provide the luxury jewellery products for sale on a consignment basis at the special counters of the retail outlets belong to or operated by Hengdeli. As noted from the Board Letter, the Group shall pay to Hengdeli 20% of the after tax sale revenue figures as commissions which to be paid in cash within 10 days from the last day of each month but subject to the annual cap under the Consignment Arrangement.

(ii) Supply Arrangement

The Group shall sell to Hengdeli timepieces and accessories of an internationally renowned brand distributed by the Group (the “ Timepieces and Accessories ”) at the wholesale prices which are 40% discount from the standard retail prices for the Greater China Region as from time to time determined by the brand owner. Hengdeli shall place purchase orders to the Group from time to time and the Group shall deliver the required models and numbers of the timepieces and accessories to Hengdeli within 7 business days from the date of issuance of the respective purchase order. The Company shall issue monthly sale invoices to Hengdeli which shall be settled in cash by Hengdeli within 30 days of the date of issue of the sale invoices.

Having considered that (i) as advised by the Company, except for the Cooperation Agreement, the Group has not entered into any arrangements or agreements which are similar to the Consignment Arrangement with other retailers or distributors as at the Latest Practicable Date; and (ii) at the time of entering into the Cooperation Agreement, Hengdeli was an independent third party to the Company, we have reviewed and considered the terms of the Cooperation Agreement in order to assess the fairness and reasonableness of the terms of the Consignment Arrangement. We noted that the terms under the New Cooperation Agreement are no less favourable than those in the Cooperation Agreement.

Given the above, we are of the view that the terms of the Consignment Arrangement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM VEDA CAPITAL

In assessing the fairness and reasonableness of the terms of the Supply Arrangement, we have obtained and reviewed the terms of the Supply Arrangement and the agreement entered into by the Group with other retailer who is the independent third party of the Company (the “ Independent Retailer ”) in relation to the transactions similar to the Supply Arrangement. As noted from the Board Letter, the wholesale price of the Timepieces and Accessories that the Group offers to Hengdeli is 40% discount from the standard retail prices for the Greater China Region as from time to time determined by the brand owner of the Timepieces and Accessories. We noted that the wholesale price of the Timepieces and Accessories that the Group offers to the Independent Retailer is 37.5% discount from the standard retail prices for the Greater China Region as from time to time determined by the brand owner of the Timepieces and Accessories. We are given to understand from the Company that the scale and distribution network of Hengdeli is much greater than that of the Independent Retailer (base on the fact that Hengdeli has 405 outlets dispersed across the whole PRC and Hengdeli plans to distribute a total of approximately 12,000 pieces of the Timepieces and Accessories into a number of pre-selected stores, while Independent Retailer only have few stores focused on few provinces and approximately 430 pieces of the Timepieces and Accessories were purchased from the Company for the ten months period ended 31 October 2012.) Given the above, it is expected that Hengdeli would place much more orders to the Group as compared with that of the Independent Retailer. Therefore, the Group offers a slightly greater discount in wholesale prices to Hengdeli as compared to the Independent Retailer.

Having considered (i) the principal activities of the Hengdeli Group; and (ii) the Hengdeli Group has 405 retail outlets and sells watches from many internationally renowned brands and that it is a normal commercial practice for the Company to offer a slightly lower wholesale price to a larger distributor, we are of the view that the terms of the Supply Arrangement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

New Cooperation Annual Caps

Consignment Arrangement

As set out in the Board Letter, the New Cooperation Annual Cap of Consignment Arrangement for the financial year ending 30 September 2013 is RMB2,440,000 (approximately HK$2,979,000).

The New Cooperation Annual Cap of the Consignment Arrangement was determined by reference to the anticipated demand of the transactions and the historical volume of the transactions under the Cooperation Agreement.

As advised by the Company, pursuant to the management account of the Company as at 30 September 2012, the historical amount paid by the Company to Hengdeli under the Cooperation Agreement amounted to approximately RMB780,000 for the 3-month period from 1 July 2012 to 30 September 2012. We observed that the amount paid by the Company to Hengdeli, on annualized basis of approximately RMB3,120,000, is more than the New Cooperation Annual Cap of Consignment Arrangement.

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LETTER FROM VEDA CAPITAL

As further advised by the Company, the Company has obtained the exclusive distribution and sale of an Italian luxury brand (the “ Italian Brand ”) jewellery in the Greater China region in May 2012.

We are given to understand from the Company that the products under the Consignment Arrangement are expected to be, among others, (i) the luxury jewellery products provide from the Company to Hengdeli under the Cooperation Agreement; and (ii) the jewellery bearing the Italian Brand trademark.

As set out in the annual report of the Company for the year ended 30 September 2011, the Group will strengthen their collaboration with Hengdeli, making the best use of Hengdeli’s extensive retail networks and profound experience of luxury goods retail markets on one hand, while also broadening the Group’s product portfolio with a focus ranging from mid-to-high-end luxury jewellery businesses on the other.

The Italian Brand is an international leading and well-established luxury jewellery brand which is based in Italy. We noted from the annual report of the Italian Brand for the year ended 31 March 2012 that the Italian Brand was founded in 1924 and asserted itself in Italian and international markets as an Italian brand synonymous with high-end jewellery, tradition, quality and craftsmanship. The Italian Brand has 5 single-brand shops in the PRC, and targets to double these by the end of the current financial year. The Italian Brand has also opened a new Bliss sales point in Shanghai.

According to the website of the National Bureau of Statistics of China (“ NBS ”) (www.stats.gov.cn), the gross domestic products (“ GDP ”) in the PRC has increased by approximately 9.2% from the year 2010 to the year 2011. Over the first three quarters of 2011, the PRC urban per capita disposable income rose to approximately RMB16,301 annually, a year-on-year rise of approximately 13.7%, while rural residents’ per capita disposable income rose approximately 20.7% as compared to last year and now sits at approximately RMB5,874. NBS announced that the GDP in the PRC in the first three quarters of 2012 was approximately RMB35,348 billion, a year-on-year increase of approximately 7.7% calculated at comparable prices. Specifically, the growth was approximately 8.1% for the first quarter, approximately 7.6% for the second quarter and approximately 7.4% for the third quarter. In the first half of 2012, the per capita total income of urban households was approximately RMB13,679 and the per capita disposable income of urban households was approximately RMB12,509, which represents a year-on-year growth of approximately 13.3%.

According to 2011 PRC luxury market research published by Bain & Company, a global recognized management consulting firm, the PRC is the second largest luxury consumption country, taking about 28% of the overall luxury consumption in the world, which is approximately US$12.6 billion. The PRC has about 200 million luxury consumers or potential consumers and is regarded as the most promising luxury consumption market in future. Also, World Luxury Association has predicted that in 2012, the PRC will take place of Japan, becoming the largest luxury consumption country and reach a market size of approximately US$14.6 billion in 5 years.

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LETTER FROM VEDA CAPITAL

Having considered (i) the historical amount paid by the Company to Hengdeli and that the New Cooperation Annual Cap of the Consignment Arrangement is a conservative estimation as the New Cooperation Annual Cap is less than the historical amount under the Cooperation Agreement for the 3 months ended 30 September 2012 on annualized basis; (ii) an additional brand of jewellery products is included for distribution under the New Cooperation Agreement; (iii) the growth in the GDP of the PRC and the growth in the PRC’s urban per capita disposable income; (iv) that the PRC is the second largest luxury consumption country and the expectation that the PRC will become the largest luxury consumption country in the future; (v) the expansion of distribution network strategy of the Group with Hengdeli; and (vi) that the Italian Brand is a long-established brand and also intends to enter into PRC market, we are of the view that the bases adopted to determine the New Cooperation Annual Cap of the Consignment Arrangement are fair and reasonable so far as the Independent Shareholders are concerned.

Supply Arrangement

As set out in the Board Letter, the New Cooperation Annual Cap of Supply Arrangement for the financial year ending 30 September 2013 is RMB44,000,000 (approximately HK$53,724,000).

As advised by the Company, the Group has not entered into any transactions with Hengdeli under the Supply Arrangement. The New Cooperation Annual Cap of the Supply Arrangement was determined by reference to the anticipated demand of the transactions and the sales plan of Hengdeli.

We have interviewed with the management of the Company and are given to understand that the New Cooperation Annual Cap of the Supply Arrangement was determined based on the estimated average cost of each the Timepiece and Accessory to be paid by Hengdeli to the Group and the anticipated demand of the Timepieces and Accessories. The Company has obtained information relating to the determination of the New Cooperation Annual Cap of the Supply Arrangement. We have reviewed the relevant information provided by the Company, i.e. the list of standard retail prices of the Timepieces and Accessories and noted the standard retail prices of the Timepiece and Accessories for the Greater China Region determined by the brand owner. The estimated average price of each Timepiece and Accessory to be offered by the Group to Hengdeli ranges from approximately RMB3,500 to RMB4,500 with reference to the standard retail prices of the Timepieces and Accessories and pursuant to the terms of the New Cooperation Agreement. We also noted the sales plan of Hengdeli on the Timepieces and Accessories that Hengdeli plans to distribute the Timepieces and Accessories into a number of pre-selected stores of the Hengdeli Group and it is expected that a total of approximately 12,000 pieces will be required.

We noted from the Hengdeli AR 2011 that retail sales of the Hengdeli Group amounted to approximately RMB8,589 million in 2011 which represented an increase of 34.7% over the corresponding period last year. Retail sales in the PRC represented a growth of 38.2% over the corresponding period last year. We further noted from the Hengdeli AR 2011 that the core development strategies of Hengdeli Group remain to cautiously but progressively develop internationally renowned watch brands in line with market demand. In the year ahead, the Hengdeli Group will keep on adopting the principles of opening new outlets.

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LETTER FROM VEDA CAPITAL

Having considered (i) the anticipated demand of the Timepieces and Accessories and the estimated average price of each Timepiece and Accessory to be offered by the Group to Hengdeli; (ii) the retail sales performance of the Hengdeli Group in 2011, the business strategy of Hengdeli to develop renowned watch brands in line with market demand and increase in the numbers of outlets; (iii) the growth in the GDP of the PRC and the growth in the PRC’s urban per capita disposable income; and (iv) that the PRC is the second largest luxury consumption country and the expectation that the PRC will become the largest luxury consumption country in the future, we are of the view that the bases adopted to determine the New Cooperation Annual Cap of the Supply Arrangement are fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the New Cooperation Agreement is conducted in the ordinary and usual course of business of the Group and the terms and conditions of the New Cooperation Agreement including the New Cooperation Annual Caps, are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, and we also recommend the Independent Shareholders, to vote in favour of the relevant resolutions for approving the New Cooperation Agreement and the New Cooperation Annual Caps.

Yours faithfully, For and on behalf of Veda Capital Limited Julisa Fong Managing Director

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GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accepts full responsibility, include 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.

2. DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register maintained by the Company referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers were as follows:

			Number of		Approximate
		Number of	Underlying		percentage of
	Type of	Issued ordinary	Shares		shareholding
Name of Director	interests	Shares held	held	Total Interests	of the Company
					(%)
Mr. Wong Chi Ming,	Corporate	295,025,799	−	295,025,799	6.76
Jeffry	(Notes)

Notes:

• (a) The interest disclosed represents the 295,025,799 shares held by Equity Base Holdings Limited, a company incorporated in the British Virgin Islands which is wholly owned by Mr. Wong Chi Ming, Jeffry by virtue of Section 344(3) of the SFO.

• (b) All the interests disclosed above represent long positions in the shares of the Company.

• (c) Ms. Lui Ching Han, Magda, the spouse of Mr. Wong Chi Ming, Jeffry is deemed to be interested in these shares under the SFO.

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APPENDIX I

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, the underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register maintained by the Company referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).

4. MATERIAL ADVERSE CHANGE

Up to the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 30 September 2011 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates were considered to have interests in businesses apart from the Group’s businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

6. DIRECTORS’ INTERESTS IN ASSETS OF THE GROUP

Up to the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which have been acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group since 30 September 2011 (being the date to which the latest published audited consolidated financial statements of the Group was made up).

7. DIRECTORS’ INTERESTS IN CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX I

8. EXPERTS AND CONSENT

The following is the qualification of the expert who has been named in this circular or has given opinion or letter contained in this circular:

Name

Qualifications

Veda Capital Veda Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO

Veda Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter and/or references to its name, in the form and context in which it appears.

As at the Latest Practicable Date, Veda Capital was not beneficially interested in the share capital of any member of the Group nor has any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group. In addition, Veda Capital does not have any interest, either directly or indirectly, in any assets which have been, since 30 September 2011 (being the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

9. MISCELLANEOUS

The English version of this circular shall prevail over the Chinese text for the purpose of interpretation.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekdays other than public holidays at the principal place of business of the Company in Hong Kong from the date of this circular up to including the date of the EGM:

• (a) the New Cooperation Agreement; and

• (b) the letter from Veda Capital.

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NOTICE OF EGM

==> picture [87 x 48] intentionally omitted <==

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 5 December 2012 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

1. “ THAT :

the performance by the Group of the transactions contemplated under the agreement and the annual caps referred to in the agreement (the “ New Cooperation Agreement ”) dated 27 September 2012 entered into between the Company and Hengdeli (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) be and is hereby approved, confirmed and ratified and that the directors of the Company be and are hereby authorised to do all such acts and things and to take such steps as they may consider necessary, desirable or expedient to give effect to or in connection with the New Cooperation Agreement or any of the transactions contemplated thereunder”

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

Hong Kong, 12 November 2012

• for identification purpose only

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NOTICE OF EGM

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 12 November 2012.

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.

4. 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.

5. 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.

6. 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 the executive Directors, and Mr. Jiang Chao, Mr. Chan Man Kiu and Mr. Tam Ping Kuen, Daniel as the independent non-executive Directors.

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