Midland Holdings Limited — Proxy Solicitation & Information Statement 2007

Mar 30, 2007

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MIDLAND HOLDINGS LIMITED 美聯集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Form of Proxy for use at the Annual General Meeting

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)]

hereby appoint the Chairman of the Meeting or [(Note 3)]

of

as my/our proxy, to act for me/us and on my/our behalf at the Annual General Meeting of the abovenamed Company to be held at Rooms 2505-8, 25th Floor, World-wide House, 19 Des Voeux Road Central, Hong Kong on Monday, 23 April 2007 at 12:30 p.m. in particular (but without limitation) of such meeting to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting as indicated below or, if no such indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- RESOLUTION FOR [(Note 4)] AGAINST [(Note 4)]1 To receive and adopt the Audited Financial Statements and the Reports of the Directorsand Auditors for the year ended 31 December 2006.2 To declare a final dividend.3 (i) To re-elect Mr Kwok Ying Lung as an Executive Director.(ii) To re-elect Mr Sun Tak Chiu as an Independent non-executive Director.(iii) To re-elect Mr Wang Ching Miao, Wilson as an Independent non-executive Director.(iv) To fix the Directors’ remuneration.4 To re-appoint PricewaterhouseCoopers as the Auditors and to authorise the Board ofDirectors to fix their remuneration.5 To fix the maximum number of Directors of the Company.6 To grant a general mandate to the Directors of the Company to issue new shares.7 To grant a general mandate to the Directors of the Company to purchase the Company’sown shares.8 To extend the general mandate granted to the Directors under resolution numbered 6to include shares purchased pursuant to the general mandate granted under resolutionnumbered 7.Dated this day of 2007----- End of picture text -----

Signature [(Note 5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OR PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick in either box will entitle your proxy to cast his vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong Branch Share Registrar, Abacus Share Registrars Limited at 26[th] Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, together with a power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.

7. Where there are joint registered holders of any share, any one of such person 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 are present at the meeting either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

8. A proxy need not be a member of the Company and must attend the meeting in person to represent you.

9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting if you so wish, in which case your proxy will be deemed revoked.

• For identification purpose only