Midland Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 24, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Midland Holdings Limited, you should at once hand this circular together with the accompanying annual report and form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

==> picture [202 x 58] intentionally omitted <==

MIDLAND HOLDINGS LIMITED 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, ADOPTION OF THE 2012 SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “Meeting”) of Midland Holdings Limited (the “Company”) is set out on pages 25 to 30 of this circular. Whether or not you intend to attend the Meeting, please complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to 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, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting and at any adjournment thereof if you so wish, in which case the form of proxy shall be deemed to be revoked.

25 April 2012

* For identification purposes only

CONTENTS

			Page
Definitions	. . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	–	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	–	Biographical Details of Directors Proposed for
		Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix III	–	Summary of the Principal Terms of the 2012 Share
		Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			25

DEFINITIONS

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

• “2002 Share Option Scheme”

• the existing share option scheme of the Company adopted and approved by the Shareholders at the special general meeting held on 30 April 2002

• “2012 Share Option Scheme”

• the share option scheme proposed to be adopted at the AGM, the principal terms of which are summarised in Appendix III

• “AGM” the annual general meeting of the Company

• “Board” the board of Directors

• “Bye-Laws” the bye-laws of the Company

• “Company” Midland Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Eligible Person”

• (i) any employee (whether full time or part time and including executive director) of any member of the Group or any Invested Entity; (ii) any non-executive director (including independent non-executive director) of any member of the Group or any Invested Entity; and (iii) any supplier, customer, consultant, adviser or agent to and of any member of the Group or any Invested Entity

• “Grantee”

• any Eligible Person who accepts an offer of the grant of an Option, or (where the context so permits) any person who is entitled to any Option in consequence of the death of the original Grantee

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• “Invested Entity”

• any entity in which the Group holds any equity interest

• “Issue Mandate” a general and unconditional mandate to be granted to the Directors to issue, allot and deal with unissued Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Latest Practicable Date”

• 19 April 2012, being the latest practicable date prior to the printing of this circular

• “Listing Rules”

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

• “Option”

• a right to subscribe for Shares to be granted under the 2012 Share Option Scheme

• “Repurchase Mandate”

• a general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

• “SFO”

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

• “Share(s)”

• the ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)”

• the registered holder(s) of the Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Code on Takeovers and Mergers

– 2 –

LETTER FROM THE BOARD

==> picture [202 x 58] intentionally omitted <==

MIDLAND HOLDINGS LIMITED 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Executive Directors: Mr. WONG Kin Yip, Freddie (Chairman and Managing Director) Ms. TANG Mei Lai, Metty Ms. WONG Ching Yi, Angela (Deputy Chairman and Deputy Managing Director) Mr. WONG Kam Hong (Deputy Chairman) Mr. CHAN Kwan Hing Ms. IP Kit Yee, Kitty Mr. CHEUNG Kam Shing

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business in Hong Kong: Rooms 2505-8, 25th Floor World-Wide House 19 Des Voeux Road Central Hong Kong

Independent Non-executive Directors: Mr. KOO Fook Sun, Louis Mr. SUN Tak Chiu Mr. WANG Ching Miao, Wilson

25 April 2012

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, ADOPTION OF THE 2012 SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM to be held on Friday, 25 May 2012. These include ordinary resolutions relating to (i) the granting to the Directors the Repurchase Mandate and the Issue Mandate; (ii) the re-election of the retiring Directors; and (iii) the adoption of the 2012 Share Option Scheme.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all the powers of the Company to repurchase on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution.

THE ISSUE MANDATE

An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to issue, allot and deal with unissued Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution provided that where Shares are issued for cash consideration, they should not be issued at a discount of more than 10% to the average closing price of the Shares in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the proposed issue of Shares; and (ii) the date of the agreement involving the proposed issue of Shares.

As at the Latest Practicable Date, there was a total of 714,441,425 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue up to a maximum of 71,444,142 Shares.

In addition, an ordinary resolution will be proposed at the AGM adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

In relation to item 3 set out in the notice of AGM, Ms. TANG Mei Lai, Metty, Ms. WONG Ching Yi, Angela, Mr. WONG Kam Hong and Mr. CHAN Kwan Hing will retire by rotation as Directors at the AGM in accordance with bye-law 87 of the Bye-Laws. Except for Mr. WONG Kam Hong who will not offer himself for re-election, the remaining retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Mr. WONG Kam Hong has confirmed that he has no disagreement with the Board and there is no matter which needs to be brought to the attention of the Shareholders in respect of his retirement.

– 4 –

LETTER FROM THE BOARD

Biographical details of the above retiring Directors whom proposed for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

ADOPTION OF THE 2012 SHARE OPTION SCHEME

The 2002 Share Option Scheme was adopted by the Company on 30 April 2002 and will expire on 29 April 2012. The Directors consider that it is in the interest of the Company that the 2012 Share Option Scheme be adopted in view of the soon expiration of the 2002 Share Option Scheme as it can provide the Group with a flexible means of incentivising, rewarding and remunerating the Eligible Persons. A summary of the principal terms of the 2012 Share Option Scheme is set out in Appendix III to this circular.

Under the rules of the 2012 Share Option Scheme, the Board has discretion to set a minimum period for which an Option has to be held before it can be exercised. Such discretion allows the Board to provide incentives to the Grantees to remain employed with the Group during the minimum period and thereby enabling the Group to benefit from the continued services of such Grantees during such period. This discretion, coupled with the power of the Board to impose any performance target as it considers appropriate before any Option can be exercised, enables the Group to incentivise the Grantees. Subject to the Listing Rules, the Board also has discretion in determining the subscription price in respect of any Option. The Directors are of the view that the flexibility given to the Board in granting Options to the Grantees and in particular, imposing minimum holding period and performance targets before an Option can be exercised, and the discretion given to the Board in determining the subscription price will help the Group to attract and retain valuable human resources and at the same time preserve the value of the Group. This serves the purpose of the 2012 Share Option Scheme.

Adoption of the 2012 Share Option Scheme is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM approving the adoption of the 2012 Share Option Scheme; and

• (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares falling to be issued upon exercise of the Options granted under the 2012 Share Option Scheme.

Application has been made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares falling to be issued upon exercise of the Options granted under the 2012 Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the 2012 Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date would not be meaningful and, to a certain extent, would be misleading to the Shareholders, as a number of variables which are crucial for the calculation of the value of the Options are yet to be determined. Such variables include the subscription price, the option period, any performance targets set and other relevant variables.

– 5 –

LETTER FROM THE BOARD

Subject to the obtaining of the Shareholders’ approval with respect to the adoption of the 2012 Share Option Scheme, pursuant to Rule 17.03 of the Listing Rules, the total number of Shares which may be issued upon the exercise of all Options to be granted under the 2012 Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 10 per cent of the issued share capital of the Company as at the date of approval of the 2012 Share Option Scheme. The Board shall not grant any Options which would result in the maximum aggregate number of Shares which may be issued upon exercise of all outstanding options granted but yet to be exercised under the 2012 Share Option Scheme and any other share option schemes adopted by the Company which provide for the grant of options to acquire or subscribe for Shares exceeding, in aggregate, 30 per cent of the issued share capital of the Company from time to time.

Based on 714,441,425 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company before the AGM, the maximum number of Shares that may be issued upon the exercise of Options that may be granted under the 2012 Share Option Scheme will be 71,444,142 Shares, being 10 per cent of the issued share capital of the Company.

As at the Latest Practicable Date, there were outstanding options granted under the 2002 Share Option Scheme entitling the holders thereof to subscribe for 29,286,640 Shares. After the expiry of the 2002 Share Option Scheme, such options shall continue to be exercisable in accordance with their terms of issue and the provisions of the 2002 Share Option Scheme shall in all other respects remain in full force and effect in respect thereof.

A copy of the 2012 Share Option Scheme is available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

NOTICE OF ANNUAL GENERAL MEETING

Notice of AGM is set out on pages 25 to 30 of this circular. A form of proxy for appointing proxy is despatched with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.midland.com.hk). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions stated thereon and return it to 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, not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. An announcement on the poll voting results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and the Issue Mandate to the Directors, the re-election of the retiring Directors and the adoption of the 2012 Share Option Scheme are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of AGM.

Yours faithfully, For and on behalf of the Board Midland Holdings Limited IP Kit Yee, Kitty

Executive Director

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 714,441,425 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase up to a maximum of 71,444,142 Shares, being 10 per cent of the issued capital of the Company as at the date of passing of the relevant resolution for granting the Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Bye-Laws and the applicable laws of Bermuda.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2011) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing position of the Company.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date:

	Share Prices per Share	Share Prices per Share
Month	Highest	Lowest
	HK$	HK$
2011
April	6.250	5.920
May	6.000	5.110
June	5.480	4.230
July	4.690	4.120
August	4.640	3.550
September	4.370	3.060
October	4.040	2.950
November	4.020	3.380
December	4.260	3.700
2012
January	4.470	3.760
February	5.330	4.180
March	5.040	3.960
April (up to and including the Latest	4.130	3.750
Practicable Date)

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda and in accordance with the regulations set out in the Bye-Laws.

The Company has not been notified by any connected person that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the substantial Shareholders who have interests in 10 per cent or more of the issued share capital of the Company and the Directors who have interests in 5 per cent or more of the issued share capital of the Company were as follows:

								Percentage
					Custodian		Percentage	of
					Corporation		of	Shareholding
					/ Approved		Shareholding	where the
					Lending		as at the	Repurchase
					Agent (in	Total	Latest	Mandate is
Name/	Beneficial	Corporate	Family	Investment	Lending	Number of	Practicable	exercised in
Company Name	Owner	Interests	Interests	Manager	Pool)	Shares	Date	full
WONG Kin Yip,	31,074,000	5,494,144	–	–	–	36,568,144	5.12%	5.69%
Freddie		(Note 1)
TANG Mei Lai,	–	–	36,568,144	–	–	36,568,144	5.12%	5.69%
Metty			(Note 2)
JPMorgan Chase &	1,336	–	–	79,792,000	13,137,764	92,931,100	13.01%	14.45%
Co.
Marathon Asset	–	–	–	100,829,000	–	100,829,000	14.11%	15.68%
Management LLP

Notes:

1. These Shares are held by Sunluck Services Limited, Mr. WONG Kin Yip, Freddie indirectly owns 100% interests through his wholly-owned company, namely Southern Field Trading Limited.

2. These Shares represent the Shares held directly or indirectly by Mr. WONG Kin Yip, Freddie, the spouse of Ms. TANG Mei Lai, Metty, as beneficial owner.

In the event that the Directors exercised in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the increase in percentage shareholding of the above substantial Shareholders in the issued share capital of the Company would not give rise to an obligation on any one of them to make a mandatory offer under Rule 26 of the Takeovers Code and would not reduce the number of Shares held by the public to less than 25 per cent, i.e. the minimum public float requirement.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

6. REPURCHASES OF SHARES MADE BY THE COMPANY

The Company had repurchased 6,476,000 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date, details of which are as follows:

Date of repurchase 16 December 2011 19 December 2011 20 December 2011 21 December 2011 22 December 2011 23 December 2011 28 December 2011 29 December 2011 30 December 2011 3 January 2012 4 January 2012 5 January 2012 6 January 2012 9 January 2012 Total	Number of Shares Repurchase price per Share Highest Lowest HK$ HK$ 458,000 4.00 3.88 270,000 3.96 3.83 800,000 4.01 3.91 1,722,000 4.06 4.03 420,000 4.00 3.97 274,000 4.05 4.00 314,000 4.03 4.02 164,000 4.00 3.99 404,000 4.04 4.02 462,000 4.05 4.03 278,000 4.09 4.08 236,000 4.09 4.08 374,000 4.06 4.02 300,000 4.02 4.00 6,476,000	Aggregate price HK$ 1,820,960 1,054,340 3,194,920 6,969,800 1,674,600 1,106,060 1,265,080 655,460 1,629,440 1,866,480 1,136,240 964,440 1,513,300 1,203,880
		26,055,000

Save as disclosed herein, the Company has not purchased any of the Shares during the six months preceding the Latest Practicable Date.

– 11 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the details of Ms. TANG Mei Lai, Metty, Ms. WONG Ching Yi, Angela and Mr. CHAN Kwan Hing, whom will retire at the AGM in accordance with bye-law 87 of the Bye-Laws respectively and the Listing Rules and being eligible, will offer themselves for re-election:

Ms. TANG Mei Lai, Metty , aged 56, has been the Executive Director of the Company since December 2005. She acted as the Deputy Chairman of the Company from December 2005 to March 2011. Ms. TANG joined the Group in 2004 and is responsible for the overall corporate development as well as investment strategy and management of the Group. She is the director of various members of the Group. Ms. TANG is currently the director, president and honorary member of Midland Charitable Foundation Limited and participates in charity activities from time to time. She has also been the chairman, managing director and executive director of Midland IC&I Limited, the Company’s listed subsidiary, since 2008. Save as disclosed above, Ms. TANG has not held any other positions with the Group nor holds any directorships in other listed public companies in Hong Kong or overseas during the last three years.

Ms. TANG is the spouse of Mr. WONG Kin Yip, Freddie, the Chairman, Managing Director and Executive Director of the Company, and the mother of Ms. WONG Ching Yi, Angela, the Deputy Chairman, Deputy Managing Director and Executive Director of the Company. Save as disclosed above, Ms. TANG does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. TANG directly held interests in 7,209,160 share options granted under the 2002 Share Option Scheme, and indirectly held interests in 36,568,144 Shares and 7,209,160 share options granted under the 2002 Share Option Scheme, which were held directly or indirectly by Mr. WONG Kin Yip, Freddie, the spouse of Ms. TANG, as beneficial owner in the Shares and share options granted under the 2002 Share Option Scheme. Save as disclosed above, Ms. TANG does not have, and is not deemed to have, any interests in any Shares within the meaning of Part XV of the SFO.

Ms. TANG has entered into a service agreement with the Company for a term of three years commenced from 1 January 2010 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Ms. TANG is entitled to receive a monthly salary of HK$111,940, discretionary bonus and a year-end profit sharing bonus. The remuneration package entitled by Ms. TANG is determined by the Remuneration Committee with reference to her responsibilities, time commitment and the prevailing market conditions.

– 12 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. WONG Ching Yi, Angela , aged 31, has been the Executive Director of the Company since March 2008 and has been the Deputy Chairman since March 2011 and Deputy Managing Director since August 2011. She is a member of the Chairman’s Office. Ms. WONG has also been the executive director of Midland IC&I Limited, the Company’s listed subsidiary, since December 2011.

Ms. WONG plays a leading role in the Chairman’s Office and is responsible for formulating, overseeing and implementing the Group’s overall corporate strategies, enhancing the efficiencies and effectiveness of the Group as well as corporate development of the Group. She is also responsible for overseeing various functions of the Group, such as finance and accounting, marketing, company secretarial, information technology and investor relations.

Ms. WONG is a director of various members of the Group, including mReferral Corporation Limited, a joint venture company of the Group with a leading developer. She is a director and the vice president of Midland Charitable Foundation Limited. Save as disclosed above, Ms. WONG has not held any other positions with the Group nor holds any directorships in other listed public companies in Hong Kong or overseas during the last three years.

Ms. WONG is a member of the Hong Kong Institute of Certified Public Accountants. She graduated from The University of Hong Kong with a bachelor’s degree in business administration (accounting and finance) and also holds a master’s degree in business administration from Hong Kong University of Science and Technology.

Prior to joining the Group, she worked for PricewaterhouseCoopers, an international accounting firm, for several years. She is the vice chairman of Youth Professionals Committee, Standing Committee member of The Association of Hong Kong Professionals and member of The Y. Elites Group. She is also a member of the Practice and Examination Committee of the Estate Agents Authority.

Ms. WONG is the daughter of Mr. WONG Kin Yip, Freddie, the Chairman, Managing Director and Executive Director of the Company and Ms. TANG Mei Lai, Metty, the Executive Director of the Company.

Save as disclosed above, Ms. WONG does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. WONG directly held 7,209,160 share options granted under the 2002 Share Option Scheme. Save as disclosed above, Ms. WONG does not have, and is not deemed to have, any interests in any Shares within the meaning of Part XV of the SFO.

– 13 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. WONG has entered into a service agreement with the Company for a term of three years commenced from 20 March 2011 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Ms. WONG is currently entitled to a monthly salary of HK$140,520 and a profit sharing to be determined based on the Group’s performance and calculated according to the profits arising from the Group in the relevant financial year. The remuneration package entitled by Ms. WONG is determined by the Remuneration Committee with reference to her responsibilities, time commitment and the prevailing market conditions.

Mr. CHAN Kwan Hing , aged 48, has been the Executive Director of the Company since September 2004. He joined the Group in 1991. Mr. CHAN is also the Chief Executive Officer (Group Residential) of the Company. He has solid experience in the real estate agency business. Mr. CHAN is responsible for formulation and implementation of business strategies of the Group’s residential agency business. He is the president of Midland Ten Million Round Table and the honorary president of Midland Elite Club. Mr. CHAN holds a master’s degree in business administration.

Save as disclosed above, Mr. CHAN has not held any other positions with the Group nor holds any directorships in other listed public companies in Hong Kong or overseas during the last three years and has no other relationship with any other directors, senior management, substantial or controlling shareholders of the Company or any if its subsidiaries.

As at the Latest Practicable Date, Mr. CHAN did not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. CHAN has entered into a service agreement with the Company for a term of three years commenced from 1 July 2011 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Mr. CHAN is entitled to a monthly salary of HK$120,000 and a profit sharing to be determined based on performance and calculated with reference to the profits arising from the business units of the Group under his supervision. The remuneration package entitled by Mr. CHAN is determined by the Remuneration Committee with reference to his responsibilities, time commitment and the prevailing market conditions.

Saved as disclosed above, there are no other matters concerning the retiring Directors that needed to be brought to the attention of the Shareholders nor any information that needed to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

– 14 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

The following is a summary of the principal terms of the 2012 Share Option Scheme to be adopted at the AGM:

1. WHO MAY JOIN

The Board may invite any person belonging to any of the following classes as the Board may at its absolute discretion select, having regard to each person’s qualifications, skills, background, experience, service records and/or contribution or potential value to the relevant member(s) of the Group or any Invested Entity, to take up Options at a price calculated in accordance with paragraph 3 below:

• (a) any employee (whether full time or part time and including executive director) of any member of the Group or any Invested Entity;

• (b) any non-executive director (including independent non-executive director) of any member of the Group or any Invested Entity; and

• (c) any supplier, customer, consultant, adviser or agent to and of any member of the Group or any Invested Entity.

2. PURPOSES OF THE 2012 SHARE OPTION SCHEME

The principal purposes of the 2012 Share Option Scheme are to enable the Group to recruit and retain high calibre Eligible Persons and attract human resources that are valuable to the Group or any Invested Entity, to recognise the significant contributions of the Eligible Persons to the growth of the Group or any Invested Entity by rewarding them with opportunities to obtain ownership interest in the Company and to further motivate and give incentives to these persons to continue to contribute to the long term success and prosperity of the Group or any Invested Entity.

3. SUBSCRIPTION PRICE AND ACCEPTANCE PERIOD

The subscription price for the Shares under the 2012 Share Option Scheme shall be a price determined by the Board at its absolute discretion and notified to an Eligible Person but shall not be less than the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date on which an offer is made to an Eligible Person (the “Offer Date”); (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) business days immediately preceding the Offer Date; and (iii) the nominal value of a Share. Provided that where the Board proposes to grant Options under paragraphs 5(b) or 6(b) below, the date of the meeting of the Board proposing the relevant grant shall be deemed to be the Offer Date for the purpose of calculating the subscription price.

The Eligible Person must accept any such offer notified to him or her within twenty-eight (28) days from the Offer Date, failing which it shall be deemed to have been rejected. Upon acceptance of the offer, the Grantee shall pay HK$1.00 to the Company as consideration for the grant.

– 15 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

4. NUMBER OF SHARES SUBJECT TO THE 2012 SHARE OPTION SCHEME

• (a) Subject to the provisions of paragraph 4(b) below:

• (i) The total number of Shares which may be issued upon exercise of all options to be granted under the 2012 Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10 per cent (the “Scheme Mandate Limit”) of the Shares in issue as at the date of approval of the 2012 Share Option Scheme by the Shareholders unless the Company obtains a fresh approval from its Shareholders pursuant to paragraphs 4(a)(ii) and/or (iii) below. Options lapsed in accordance with the terms of the 2012 Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) The Company may seek an approval by the Shareholders in general meeting to refresh the Scheme Mandate Limit from time to time such that the total number of Shares which may be issued upon exercise of all options to be granted under the 2012 Share Option Scheme and any other share option schemes of the Company shall not exceed 10 per cent of the Shares in issue as at the date of such Shareholders’ approval. The Company must send a circular containing the information required under Rule 17.02(2)(d) and the disclaimer required under Rule 17.02(4) of the Listing Rules to the Shareholders.

• (iii) The Company may seek separate Shareholders’ approval in general meeting to grant Options over and above the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to the Eligible Persons specified by the Company before such approval is sought and for whom specific approval is then obtained. The Company must issue a circular containing the information required under note 1 to Rule 17.03(3) of the Listing Rules to the Shareholders.

• (b) The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2012 Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 30 per cent of the Shares in issue from time to time. No options may be granted under the 2012 Share Option Scheme and any other option scheme(s) of the Company if such limit is exceeded.

– 16 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

5. MAXIMUM NUMBER PER GRANTEE

• (a) Unless the approval of the Shareholders as contemplated under paragraph 5(b) below is obtained, the total number of Shares issued and may be issued upon exercise of the options granted to each Eligible Person under the 2012 Share Option Scheme and any other share option scheme(s) of the Company (including exercised, cancelled and outstanding options) in any 12-month period must not exceed one (1) per cent of the Shares in issue.

• (b) Where the Board proposes to grant an option to an Eligible Person under the 2012 Share Option Scheme and/or any other share option scheme(s) of the Company and such further grant would result in such Eligible Person becoming entitled to subscribe for such number of Shares as, when aggregated with the total number of Shares (i) already issued under all the options previously granted to him or her which have been exercised; (ii) issuable under all the options previously granted to him or her which are for the time being subsisting and unexercised; and (iii) which were subject to options previously granted to him or her but for the time being having been cancelled in the past 12-month period up to and including the date of such further grant exceed one (1) per cent of the Shares in issue for the time being, such further grant shall be separately approved by the Shareholders in general meeting (with such Eligible Person and his or her associates abstaining from voting). The relevant requirements under the note to Rule 17.03(4) of the Listing Rules must be complied with.

6. MAXIMUM NUMBER PER GRANTEE WHO IS A CONNECTED PERSON

In addition to the Shareholders’ approval as set out in paragraphs 4(a) and 5:

• (a) each grant of Option to any Eligible Person who is a director, chief executive or substantial shareholder of the Company, or any of their respective associates, under the 2012 Share Option Scheme must be approved by independent non-executive Directors (excluding the independent non-executive Director who is the Grantee of the Option); and

• (b) where the Board proposes to grant any Option to an Eligible Person who is a substantial Shareholder or an independent non-executive Director, or any of their respective associates, and such Option, if exercised in full, would result in such Eligible Person becoming entitled to subscribe for such number of Shares, when aggregated with the total number of Shares (i) already issued under all the options previously granted to him or her which have been exercised; (ii) issuable under all the options previously granted to him or her which are for the time being subsisting and unexercised; and (iii) which were subject to options previously granted to him or her but for the time being having been cancelled in the past 12-month period up to and including the date of grant:

– 17 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

• (1) representing in aggregate more than 0.1 per cent of the total number of Shares in issue; and

• (2) having an aggregate value (on the assumption that all such options had been exercised and all Shares allotted), based on the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of each grant or, if that date is not a business day, the business day immediately before that date, in excess of HK$5,000,000.00,

such further grant of Options must be approved by the Shareholders. The Company must send a circular to the Shareholders containing the information required under Rule 17.04 of the Listing Rules. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his or her intention to do so has been stated in the circular to be sent to the Shareholders.

7. EXERCISE PERIOD AND PERFORMANCE TARGET

Subject to paragraphs 9, 10, 11 and 12 and unless otherwise determined by the Board and notified to the Grantee on or prior to the Offer Date, an Option may be exercised in accordance with the terms of the 2012 Share Option Scheme at any time during the option period which shall be notified by the Board to each Grantee upon grant of the Option and shall commence on a date not earlier than the date on which the Option is granted or deemed to be granted and not be more than 10 years from such date, subject to any restrictions or conditions on the exercise of the Option as the Board may determine.

There is no provision in the 2012 Share Option Scheme to require a Grantee to fulfill any achievement or to hold the Option for a certain period before exercising the Option, but the Board may at its absolute discretion from time to time provide such requirements in the offer of grant of Options.

8. NON-TRANSFERABILITY

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to determine any outstanding Option or part thereof granted to such Grantee, whereupon the Option outstanding or part thereof shall be deemed to have lapsed.

– 18 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

9. RIGHTS ON CEASING TO BE AN ELIGIBLE PERSON OR ON DEATH

• (i) Where the Grantee of an Option ceases to be an Eligible Person for any reason other than his or her death or termination of his or her employment or engagement or cessation of his or her directorship on one or more of the grounds set out in paragraph 16(d) below, the Grantee may exercise the Option at any time on or before the date which is three (3) months after the date of cessation, to the extent exercisable at the date of cessation but not so exercised, which date of cessation shall be the last actual working day with or for the Group or the relevant Invested Entity, whether salary is paid in lieu or not, and the Board’s decision in that regard shall be conclusive.

• (ii) Where the Grantee dies before exercising the Option in full and none of the events which would be a ground for termination of his or her employment or engagement or cessation of his or her directorship set out in paragraph 16(d) below arise, the legal personal representatives of the Grantee shall be entitled within a period of 12 months from the date of death to exercise the Option up to the entitlement of such Grantee as at the date of death in part or in full (to the extent not already exercised).

10. WINDING-UP

In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may by notice in writing to the Company accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given (such notice to be received by the Company not later than four (4) business days prior to the proposed Shareholders’ meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than the business day immediately prior to the date of the proposed Shareholders’ meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise.

11. GENERAL OFFER

• (a) If a general offer (whether by way of takeover offer, share repurchase offer or otherwise in a like manner) is made to all Shareholders (or all Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror), the Company shall use its reasonable efforts to procure that such offer is extended to all Grantees (on the same terms, mutatis mutandis, and assuming that such Grantees will become, by exercise of the Options granted to them (to the extent not already exercised), Shareholders). If the general offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Grantee

– 19 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

shall be entitled to exercise the Option in full or in part (to the extent not already exercised) at any time within 14 days after the date when such offer becomes or is declared unconditional, provided that if, during such period, such person becomes entitled to exercise rights of compulsory acquisition of the Shares pursuant to the Companies Act 1981 of Bermuda (as amended) and gives notices in writing to any Shareholder that he intends to exercise such rights, Options shall be and remain exercisable until one (1) month from the date of such notice and, to the extent that they have not been exercised, shall thereupon lapse and determine.

• (b) If a general offer by way of scheme of arrangement is made to all Shareholders and such scheme has been approved by the necessary number of Shareholders at the requisite meetings, the Grantee may thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

12. COMPROMISE OR ARRANGEMENT WITH MEMBERS OR CREDITORS

In the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company under the Companies Act 1981 of Bermuda (as amended), the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a compromise or arrangement and the Grantee may by notice in writing to the Company accompanied by the remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given (such notice to be received by the Company not later than two (2) business days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice, and the Company shall as soon as possible and in any event not later than the business day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise credited as fully paid and register the Grantee as holder thereof. With effect from the date of such meeting, the rights of all Grantees to exercise their respective Options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all Options shall, to the extent that they have not been exercised, lapse and determine. The Board shall endeavour to procure that the Shares issued as a result of the exercise of Options under this paragraph shall for the purposes of such compromise or arrangement form part of the issued share capital of the Company on the effective date thereof and that such Shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not approved by the court (whether upon the terms presented to the court or upon any other terms as may be approved by such court) the rights of the Grantees to exercise their respective Options shall with effect from the date of the making of the order by the court be restored in full but only to the extent not already exercised and shall thereupon become exercisable (but subject to the other terms of the 2012 Share Option Scheme) (provided that the option period shall accordingly be extended by the length of the period of the suspension) as if such compromise or arrangement had not been proposed by the Company and no claim shall lie against the Company or any of its officers for any loss or damage sustained by any Grantee as a result of the aforesaid suspension.

– 20 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

13. ADJUSTMENTS

• (a) In the event of any alteration in the capital structure of the Company, whether by way of capitalisation of profits or reserves, rights issue, consolidation, sub-division or reduction of the share capital of the Company, such corresponding adjustments (if any) shall be made to:

• (i) the number of Shares subject to the 2012 Share Option Scheme; and/or

• (ii) the number of Shares subject to the Options already granted; and/or

• (iii) the subscription price,

provided that any such adjustments shall be made on the basis that:

• (1) the aggregate subscription price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event; and

• (2) the proportion of the issued share capital of the Company to which a Grantee is entitled after such adjustment shall remain the same as that to which he or she was entitled before such adjustment,

and provided further that no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. In respect of any such adjustments (save those made on a capitalisation issue), an independent financial adviser or the auditors of the Company must confirm to the Directors in writing that such adjustments satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules if there is for the time being outstanding any unexercised Option.

• (b) For the avoidance of doubt, the issue by the Company of securities as consideration for or in connection with a transaction will not be regarded as a circumstance requiring adjustment.

• (c) The capacity of the Company’s independent financial adviser or auditors in paragraph 13(a) is that of expert and not of arbitrator and its certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees.

– 21 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

14. ALTERATION OF RULES

• (a) The rules of the 2012 Share Option Scheme relating to definitions, other than “Commencement Date”, “Eligible Employee”, “Grantee”, “Invested Entity”, “Offer Date” and “Option Period”, and the provisions of clauses 1.2, 12, 13 and 16 may be altered from time to time in any respect by resolution of the Board. Certain specified provisions of the 2012 Share Option Scheme relating to, among other things, the definitions of “Commencement Date”, “Eligible Employee”, “Grantee”, “Invested Entity”, “Offer Date” and “Option Period” and the provisions of clauses 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 14 and 15 cannot be altered to the advantage of the Grantees or the prospective Grantees save with the prior approval of the Shareholders in general meeting.

• (b) No alteration of the 2012 Share Option Scheme shall operate to affect adversely the terms of issue of any Option granted or offered to any Eligible Person for acceptance prior to such alteration, except:

• (i) in the case of the cancellation of any Option, with the consent of the holder of the Option concerned; or

• (ii) in the case of an alteration affecting some of but not all outstanding Options, with the written consent or sanction of such number of Grantees as shall together hold Options of the class affected in respect of not less than three fourths in nominal value of all Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the relevant Grantees, passed by such majority of Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options of the class affected as would be required at a meeting of the Shareholders under the Bye-Laws for a variation of rights attached to the Shares; or

• (iii) in the case of an alteration affecting all Options, with the written consent or sanction of such number of Grantees as shall together hold Options in respect of not less than three fourths in nominal value of all Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the Grantees passed by such majority of the Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options as would be required at a meeting of the Shareholders under the Bye-Laws for a variation of rights attached to the Shares.

• (c) Any alteration to the terms and conditions of the 2012 Share Option Scheme which is of a material nature or any change to the terms of Options granted shall be approved by the Shareholders, save where such alteration takes effect automatically under the existing terms of the 2012 Share Option Scheme.

– 22 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

• (d) Any change to the authority of the Board in relation to any alteration to the terms of the 2012 Share Option Scheme must be approved by the Shareholders in general meeting.

• (e) The amended terms of the 2012 Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

15. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-Laws for the time being in force and will rank pari passu with the fully paid Shares in issue on the date of allotment of the Shares or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment or, if that date falls on a day when the register of members of the Company is closed, then the first day of the re-opening of the register of members, other than any dividend or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment, or if later, before the date when the name of the Grantee is registered on the register of members of the Company.

16. LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (a) the expiry of the Option Period;

• (b) the expiry of the periods referred to in paragraphs 9, 11 or 12;

• (c) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in paragraph 11(b);

• (d) the date on which the Grantee ceases to be an Eligible Person by reason of the termination of his or her employment or engagement or cessation of his or her directorship on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay debts or has become insolvent or has committed an act of bankruptcy or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which an employer would be entitled to terminate his or her employment or engagement at common law or pursuant to any applicable laws or under the Grantee’s service or engagement contract with the Company or its subsidiaries or the relevant Invested Entity (as the case may be);

– 23 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

• (e) subject to paragraph 10, the date of commencement of the winding-up of the Company; and

• (f) where the Grantee commits a breach of paragraph 8, the date which the Board shall designate in the exercise of the Company’s right to determine the Option thereunder.

17. CONDITIONS

The 2012 Share Option Scheme is conditional on (a) the passing of the necessary resolution by the Shareholders in general meeting to approve and adopt the 2012 Share Option Scheme; and (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, any Shares falling to be issued pursuant to the exercise of the Options granted under the 2012 Share Option Scheme.

18. TERM OF THE 2012 SHARE OPTION SCHEME

The 2012 Share Option Scheme will remain in force for a period of 10 years commencing on the date on which it is adopted, conditionally or unconditionally, by the Shareholders in general meeting, after which no further Options shall be granted but the Options which are granted during the life of the 2012 Share Option Scheme may continue to be exercisable in accordance with their terms of issue and the provisions of the 2012 Share Option Scheme shall in all other respects remain in full force and effect in respect thereof.

19. CANCELLATION OF OPTIONS

Any cancellation of Options granted but not exercised shall require approval of the Board. Where the Board cancels Options and issues new ones to the same Eligible Person, the issue of such new Options may only be made under the 2012 Share Option Scheme with available unissued Options (excluding the cancelled Options) within the limit approved by the Shareholders as mentioned in paragraph 4.

20. EARLY TERMINATION

The Board may at any time terminate the operation of the 2012 Share Option Scheme and in such event, no further Options will be offered but the Options which are granted during the life of the 2012 Share Option Scheme may continue to be exercisable in accordance with their terms of issue and in all other respects, the provisions of the 2012 Share Option Scheme will remain in full force and effect.

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [202 x 58] intentionally omitted <==

MIDLAND HOLDINGS LIMITED 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Midland Holdings Limited (the “Company”) will be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 25 May 2012 at 12:00 noon for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors and independent auditor for the year ended 31 December 2011.

2. To declare a special dividend.

3. (a) To re-elect retiring directors of the Company as follows:

   • (i) to re-elect Ms. TANG Mei Lai, Metty as director;

   • (ii) to re-elect Ms. WONG Ching Yi, Angela as director; and

   • (iii) to re-elect Mr. CHAN Kwan Hing as director.

4. (b) To authorise the board of directors to fix the directors’ remuneration.

5. To re-appoint Messrs. PricewaterhouseCoopers as the auditor of the Company and to authorise the board of directors to fix their remuneration.

Special Businesses

To consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT

2. (a) the Ordinary Resolution passed in the Company’s 2007 annual general meeting relating to fixing the maximum number of directors of the Company (the “Directors”) at ten be and is hereby revoked;

• For identification purposes only

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the maximum number of Directors for the time being be fixed at nine; and

• (c) the Directors be authorised to fill any vacancies on the board of Directors and to appoint additional Directors up to such maximum or such other maximum as may be determined from time to time by members of the Company in addition to those in office at the close of this meeting.”

• “ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate number of shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the existing issued share capital of the Company as at the date of passing of this resolution; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.”

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved and authorised;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any bonds, warrants, debentures, notes and other securities of the Company; or (iii) the exercise of options granted or to be granted under any share option scheme or any similar arrangement; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company implemented in accordance with the bye-laws of the Company; or (v) a specific authority granted or to be granted by the shareholders of the Company, shall not exceed 10 per cent of the existing issued share capital of the Company as at the date of passing of this resolution and where such shares are issued for cash consideration, they shall not be issued at a discount of more than 10% to the average closing price of such shares in the 5 trading days immediately prior to the earlier of the date of announcement of the proposed issue of shares and the date of the agreement involving the proposed issue of shares; and

5. (d) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

– 27 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear in the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company or, where appropriate, such other securities (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “THAT conditional upon the passing of ordinary resolutions 6 and 7 set out in the notice convening this meeting, the general mandate granted to the Directors to issue, allot and deal with the unissued shares in the capital of the Company pursuant to resolution 7 set out in the notice convening this meeting be and is hereby extended by the addition thereto the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution 6 set out in the notice convening this meeting provided that such number in aggregate shall not exceed 10 per cent of the existing issued share capital of the Company as at the date of passing of this resolution.”

2. “ THAT conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, any new ordinary shares of HK$0.10 each (the “Shares”) in the capital of the Company which may fall to be issued pursuant to the exercise of the options that may be granted under the 2012 share option scheme (the “2012 Share Option Scheme”) (a copy of which marked “A” is produced to the Meeting and signed for the purpose of identification by the Chairman of the Meeting and the principal terms of which have been summarised in Appendix III to the circular of the Company dated 25 April 2012):

3. (a) the 2012 Share Option Scheme be and is hereby approved and adopted; and

– 28 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the Directors be authorised to grant options to subscribe for Shares under the 2012 Share Option Scheme, to allot, issue and deal with Shares pursuant to the exercise of options that may be granted under the 2012 Share Option Scheme provided that the total number of Shares which may be issued upon exercise of the options to be granted under the 2012 Share Option Scheme and any other share option schemes of the Company shall not exceed 10 per cent of the aggregate nominal value of the share capital of the Company in issue as at the date of passing this resolution, and to do all such acts and things as they consider necessary or expedient to give effect to the 2012 Share Option Scheme.”

For and on behalf of the Board Midland Holdings Limited MOK Ka Fai Company Secretary

Hong Kong, 25 April 2012

Head Office and Principal Place Registered Office: of Business in Hong Kong: Clarendon House Rooms 2505-8, 25th Floor Church Street World-Wide House Hamilton HM 11 19 Des Voeux Road Central Bermuda Hong Kong

Notes:

• (a) All resolutions at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange and the results of the poll voting will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

• (b) A member entitled to attend and vote at the Meeting may appoint one or more proxies (if he is a holder of two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company.

• (c) Whether or not you intend to attend the Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions stated thereon.

• (d) To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, 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, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

• (e) In the case of joint holders, any one of such joint holder may vote, either in person 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 the vote(s) of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

• (f) The register of members of the Company will be closed from Wednesday, 23 May 2012 to Friday, 25 May 2012, both days inclusive, during which period no transfers of shares will be registered. Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 22 May 2012 will be entitled to attend and vote at the Meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with 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 for registration not later than 4:30 p.m. on Tuesday, 22 May 2012.

• (g) The proposed special dividend is subject to the approval of the shareholders of the Company at the Meeting. The record date for the proposed special dividend is at the close of business on Friday, 1 June 2012. For determining the entitlement to the proposed special dividend, the register of members of the Company will be closed on Friday, 1 June 2012, during which period no transfer of shares will be effected. In order to qualify for the proposed special dividend, all transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 31 May 2012.

– 30 –