Midland Holdings Limited — Proxy Solicitation & Information Statement 2009

Apr 7, 2009

==> picture [178 x 40] intentionally omitted <==

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 Special General Meeting

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares (the “Company”) hereby appoint the Chairman of the Meeting or [(Note][3)]

shares of HK$0.10 each of Midland Holdings Limited

of

as my/our proxy, to act for me/us and on my/our behalf at the Special General Meeting of the Company to be held at Rooms 2505–8, 25th Floor, World-wide House, 19 Des Voeux Road Central, Hong Kong on 15 May 2009, Friday, at 12:45 p.m. (or as soon as the annual general meeting of the Company convened at the same place and on the same date at 12:00 noon shall have been concluded or adjourned) and at any adjournment thereof in particular (but without limitation) of such meeting to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the Special General Meeting as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION		FOR	(Note 4)	(Note 4)	AGAINST (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
To approve, confirm and ratify the service contract dated 6 April 2009
between Mr. Wong Kin Yip, Freddie and the Company (the “Service
Contract”) and authorise the directors of the Company to do	such acts
and execute such other documents as they may consider necessary,
desirable or expedient to carry out or give effect to the provisions of the
Service Contract.
Dated thisday of2009.

Signature [(Note][5)]

Notes:

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

2. Please insert the number of shares 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 or” 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. PLEASE TICK (“ ✓ “) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION. PLEASE 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 and Transfer Office, Tricor Abacus Limited at 26th 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