Midland Holdings Limited — Proxy Solicitation & Information Statement 2014

Aug 14, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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Midland Holdings Limited 美 聯 集 團 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

SPECIAL GENERAL MEETING TO BE HELD ON 15 AUGUST 2014

This announcement is voluntarily made by Midland Holdings Limited (the “Company”).

Reference is made to (i) the announcement of the Company dated 14 July 2014 and (ii) the circular of the Company dated 16 July 2014 containing a notice of the SGM (the “Circular”) in relation to, among other things, the Requisitioned Resolutions and the SGM. Unless otherwise defined herein or the context otherwise requires, terms used in this announcement shall have the same meaning as those used in the Circular.

The Company received a letter dated 12 August 2014 (the “Letter from Apex”) from Apex, one of the Requisitionists, in the afternoon of 13 August 2014. The full text of the Letter from Apex is set out in the appendix to this announcement.

As disclosed in the Circular, the Company sent a letter to both Requisitionists through its legal advisers to ascertain their position in respect of the Requisitioned Resolutions on 7 July 2014. The Company received the Letter from Apex in the afternoon of 13 August 2014, which is two days before the SGM scheduled for 15 August 2014. In any event, the Board is of the view that the Letter from Apex did not directly reply to the questions raised by the Company in the aforesaid letter of 7 July 2014.

In addition, the Company has not verified the information including but not limited to the figures contained in the Letter from Apex and hereby expressly disclaims any responsibility in relation to the accuracy or completeness of the contents thereof.

The Board would like to emphasize that the Company takes corporate governance very seriously and has complied with all applicable laws and rules including the Listing Rules in relation to the determination of the remuneration of the Directors, the appointment or re-election of the Directors and the obtaining of the 2014 Issue Mandate. All of the rights of the Company are hereby reserved.

* For identification purpose only

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The Board would also like to take this opportunity to reassert its views that all the Requisitioned Resolutions are not in the interests of the Company and its Shareholders as a whole for the reasons set out in the Circular. The Directors (including all Independent Non-executive Directors) are unanimous in recommending that the Shareholders should vote AGAINST ALL Requisitioned Resolutions.

By Order of the Board Midland Holdings Limited MUI Ngar May, Joel Company Secretary

Hong Kong, 14 August 2014

As at the date of this announcement, the Board comprises eleven Directors, of which five are Executive Directors, namely Ms. TANG Mei Lai, Metty, Ms. WONG Ching Yi, Angela, Mr. WONG Tsz Wa, Pierre, Ms. IP Kit Yee, Kitty and Mr. CHEUNG Kam Shing; two are Non-executive Directors, namely Mr. WONG Kin Yip, Freddie and Mr. KAN Chung Nin, Tony; and four are Independent Non-executive Directors, namely Mr. KOO Fook Sun, Louis, Mr. SUN Tak Chiu, Mr. CHAN Nim Leung, Leon and Mr. WONG San.

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APPENDIX

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