Midland Holdings Limited — Proxy Solicitation & Information Statement 2014

Jul 15, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, certified public 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 and the accompanying proxy form to the purchaser or transferee or to the licensed securities dealer or registered institution in securities 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.

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Midland Holdings Limited 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

REQUISITION NOTICES TO CONVENE A SPECIAL GENERAL MEETING AND NOTICE OF SPECIAL GENERAL MEETING

This circular contains a letter from the board of directors of Midland Holdings Limited (the “Company”) and a notice convening a special general meeting (the “Meeting”) of the Company at Rooms 2505–8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 15 August 2014 at 4:00 p.m. which is set out at the end of this circular.

Whether or not you intend to attend the Meeting, please complete the accompanying proxy form 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the proxy form 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 proxy form shall be deemed to be revoked.

16 July 2014

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

DEFINITIONS

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

• “2014 AGM” the annual general meeting of the Company duly held on 26 June 2014, at which all resolutions proposed by the Board have been duly passed

• “2014 Issue Mandate” the general and unconditional mandate granted to the Board at the 2014 AGM to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 10 per cent of the issued share capital of the Company as at the date of the 2014 AGM

• “Apex” Apex Benchmark Limited, which stated in its disclosure of interest forms filed with the Company that it is incorporated in the British Virgin Islands

• “associate” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

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

• “Companies Act” the Companies Act 1981 of Bermuda (as amended)

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

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

• “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

• “Latest Practicable Date”

• 5:00 p.m. on 14 July 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Rules”

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

“Mr. Freddie WONG” Mr. WONG Kin Yip, Freddie, the Chairman, Non-executive Director and a substantial Shareholder

– 1 –

DEFINITIONS

“Requisition Notices”

two requisition notices both dated 26 June 2014 and issued by the Requisitionists to requisition the Directors to convene a special general meeting as described in this circular

• “Requisitioned Resolutions”

the ordinary resolutions proposed by the Requisitionists as set out in the Requisition Notices

• “Requisitionists”

Apex and an individual Shareholder CHOI Kin Man

• “SGM”

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 Friday, 15 August 2014 at 4:00 p.m. as set out in the SGM Notice, or (where the context permits) any adjournment thereof

“SGM Notice”

• the notice to convene the SGM as set out at the end of this circular

• “Share(s)”

ordinary share(s) of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Midland Holdings Limited 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Non-executive Director: Mr. WONG Kin Yip, Freddie (Chairman)

Executive Directors: Ms. TANG Mei Lai, Metty Ms. WONG Ching Yi, Angela (Deputy Chairman and Deputy Managing Director) Mr. WONG Tsz Wa, Pierre (Managing Director) Ms. IP Kit Yee, Kitty Mr. CHEUNG Kam Shing

Independent Non-executive Directors: Mr. KOO Fook Sun, Louis Mr. SUN Tak Chiu Mr. CHAN Nim Leung, Leon Mr. WONG San

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

Non-executive Director:

Mr. KAN Chung Nin, Tony

16 July 2014

To the Shareholders

Dear Sir or Madam,

REQUISITION NOTICES TO CONVENE A SPECIAL GENERAL MEETING AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The Company received two Requisition Notices, both dated 26 June 2014 and issued by two Requisitionists, namely, Apex and an individual Shareholder CHOI Kin Man to requisition the Directors to convene a special general meeting under section 74 of the Companies Act and Bye-law 58 of the Bye-laws for proposing the Requisitioned Resolutions as ordinary resolutions.

• For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, information relating to the Requisition Notices. This circular also contains the SGM Notice to convene the SGM. The Board recommends you to read this circular thoroughly and carefully before deciding how to vote on the relevant resolutions at the SGM.

2. THE REQUISITION NOTICES AND REQUISITIONED RESOLUTIONS

The Company received two Requisition Notices, both dated 26 June 2014 and issued by two Requisitionists, who stated that they held an aggregate of 75,676,000 Shares or approximately 10.54% shareholding in the Company as at the date of deposit of such notices. The Requisition Notices were hand delivered by a representative of Apex to the Company at its head office and principal place of business in Hong Kong on 26 June 2014 immediately after the conclusion of the 2014 AGM but before the poll results of the 2014 AGM were released.

The Requisitionists issued the Requisition Notices to requisition the Directors to convene a special general meeting under section 74 of the Companies Act and Bye-law 58 of the Bye-laws for proposing the Requisitioned Resolutions as ordinary resolutions. The Requisitioned Resolutions (Note 1) in both notices are identical, as set out below:

• “1. THAT

• (1) the basic salary of the Company’s individual director shall not exceed HK$3,000,000 for each financial year and any remuneration of the persons mentioned herein shall be approved by the remuneration committee;

• (2) the aggregate basic remuneration of all executive directors and non-executive directors of the Company (but exclude independent non-executive directors of the Company) shall not exceed HK$14,000,000 for each financial year; and

• (3) any discretionary bonus, commission, allowance or benefit in kinds (other than statutory compensation) (the “Other Compensation”) for all directors of the Company in a financial year shall not exceed 10% of the consolidated profit before tax and before such Other Compensation of the Company in the relevant financial year.

• THAT Ms. Tang Mei Lai Metty be removed as a director of the Company with immediate effect.

• THAT Ms. Wong Ching Yee Angela be removed as a director of the Company with immediate effect.” (Note 2)

“and

1. To revoke the general mandate granted to the directors of the Company at its Annual General Meeting held on 26 June 2014 to allot, issue and deal with shares of HK$0.10 in the capital of the Company (pursuant to Resolution No. 5 of the Company’s notice of annual general meeting dated 26 May 2014).”

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LETTER FROM THE BOARD

Notes:

1. The original Requisition Notices were in English. The extract from the Requisition Notices in the Chinese version of this circular is a translation of the original in English for reference only. If there is any inconsistency between the Chinese version and the English version of the extract from the Requisition Notices, the English version shall prevail.

2. As there is no incumbent Director known by the name of “Ms. Wong Ching Yee Angela” as stated in the Requisition Notices, the Director in Requisitioned Resolution 3 is understood to refer to Ms. WONG Ching Yi, Angela, an Executive Director.

No statement has been provided by the Requisitionists in the Requisition Notices with respect to the matters referred to in the Requisitioned Resolutions.

3. ENGAGEMENT WITH THE REQUISITIONISTS IN RESPECT OF THE REQUISITION NOTICES

The Company has taken legal advice in respect of the Requisitioned Resolutions. On 7 July 2014, the Company through its legal advisers, wrote a letter to both Requisitionists to ascertain their position in respect of the Requisitioned Resolutions as follows:

• (a) The Company highlighted the fact that Requisitioned Resolutions 1, 2 and 4 are essentially matters which have just recently been considered and dealt with by the Shareholders at the 2014 AGM. At the 2014 AGM, the resolutions proposed to re-elect Ms. TANG Mei Lai, Metty as Director, to grant authority to the Board to fix the remuneration of the Directors and to grant the 2014 Issue Mandate have been duly passed by the Shareholders. Given that the Requisition Notices were hand delivered by a representative of Apex before the poll results of the 2014 AGM were released and in view of the Shareholders’ approval in respect of these matters, the Company wished to ascertain whether the Requisitionists would consider withdrawing the requisitions in respect of these matters so as to save the costs and administrative workload of the Company.

• (b) In the event that the Requisitionists do not agree to withdraw the requisitions, the Company further invited them to give their reason(s), if any, for their requisitions in respect of the above three proposed resolutions notwithstanding that the same subject matters have been discussed and resolved by the Shareholders very recently at the 2014 AGM.

• (c) The Company pointed out to the Requisitionists that based on the legal advice obtained by the Company, Requisitioned Resolution 1(3) as stated in the Requisition Notices cannot be properly moved as it will contravene the relevant provisions of the Bye-laws. The Company has been advised that the proper interpretation without contravening the Bye-laws is that the references to “basic salary” and “basic remuneration” in Requisitioned Resolution 1(1) and 1(2) mean and refer to the ordinary remuneration of the Directors as referred to in Bye-law 96 of the Bye-laws. The Company therefore asked the Requisitionists to clarify their intention and interpretation of these resolutions, if they actually intended to properly move them at the SGM.

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LETTER FROM THE BOARD

On 9 July 2014, Apex through its solicitors replied in writing to the Company’s solicitors that their client, Apex, needs more time to consider and indicated that it will provide a reply on or before the end of July 2014.

As at the Latest Practicable Date, the Company has not received any substantive response from Apex, its solicitors or the other Requisitionist to the above.

4. VIEWS AND RECOMMENDATIONS OF THE BOARD

Under the Companies Act and the Bye-laws, the Board has up to 21 days from the date of deposit of the Requisition Notices to convene the SGM as requisitioned by the Requisition Notices. In view of the statutory requirements, the Board resolved to convene the SGM and to issue the SGM Notice as set out at the end of this circular. Each Director has declared his/her interests and each Director who has material interests has abstained from voting on the relevant board resolutions.

All Directors took the view that the Requisitioned Resolutions are not in the interests of the Company and the Shareholders as a whole. The Directors (including all Independent Non-executive Directors) are unanimous in recommending the Shareholders to vote AGAINST ALL Requisitioned Resolutions. The principal reasons and consideration taken into account by the Directors in making the recommendations include the following ones:

(a) Requisitioned Resolution 1

As highlighted above, Requisitioned Resolution 1(3) cannot be properly moved as to do so will contravene the Bye-laws, the constitutional document of the Company and, as such, the reference to “basic salary” and “basic remuneration” in Requisitioned Resolution 1(1) and 1(2) as stated in the Requisition Notices should have been clarified in the Requisition Notices to refer to the ordinary remuneration of the Directors as referred to in Bye-law 96 of the Bye-laws, but the Company has not received substantive response from the Requisitionists as mentioned above as at the Latest Practicable Date.

The Board also takes this opportunity to address the remuneration policy of the Group. The business in which the Group is engaged (in particular, the estate agency business) is “people’s business”. It highlights the theme underlying the industry that the experience, performance, achievements and connections of each individual member of the Board or in the sales management executives are all essential to the future strength of our business and long term sustainability and hence the remuneration awarded individually should be competitive so as to retain talents. The existing mechanism in determining individual Director’s remuneration is in full compliance with the applicable provisions of the Corporate Governance Code set out in the Listing Rules and the Board believes that such mechanism works well and there is no justifiable reason to depart from it. Needless to say, the Board is mindful of the continuing obligation to review the remuneration package of the Directors and make improvements as needed in alignment with the market.

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LETTER FROM THE BOARD

As stated in the Company’s 2013 Annual Report, the emoluments of the Executive Directors are reviewed and determined by the Remuneration Committee, having regard to the Company’s operating results, individual performance and comparable market statistics. Furthermore, the remuneration of the Executive Directors is linked to the profitability of the Group or the relevant business units. The performance-based approach is widely recognized in the market and has been adhered to by the Group in designing and implementing our remuneration policy. This approach supports the achievement of our objectives (financial and non-financial) through balancing reward for both short term and long-term sustainable performance objectives. The Board does not consider that the imposition of an arbitrary fixed limit on the remuneration is appropriate or beneficial to the Group.

It is noteworthy that for the last financial year ended 31 December 2013, the total remuneration of all Directors has dropped by approximately 57% on a year-to-year comparison.

In implementing our corporate governance policy, please note that no Director or any of his or her associates was involved in deciding his or her own remuneration.

Accordingly, the Directors recommend the Shareholders to vote AGAINST Requisitioned Resolution 1.

(b) Requisitioned Resolution 2

Requisitioned Resolution 2 proposes to remove Ms. TANG Mei Lai, Metty as a Director.

Ms. TANG 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. She is responsible for the overall corporate development as well as investment strategy and management of the Group. She has contributed to the Group’s long-term corporate sustainable growth through, inter alia, enhancing investment returns and capturing investment opportunities. Due to Ms. TANG’s efforts, the Group earned good returns from investments made over the past five years.

During the year ended 31 December 2013, the Board held five meetings. The attendance of Ms. TANG at these Board meetings is 100%.

Ms. TANG’s efforts and contributions have been recognized and supported by the Shareholders. At the annual general meeting of the Company held in 2012, which is the most recent annual general meeting at which Ms. TANG was re-elected before Apex became a substantial Shareholder (as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)), Ms. TANG was successfully re-elected by majority votes exceeding 99%. The total number of Shares held by Mr. Freddie WONG and his associates (including his family members) in the Company entitling them to vote for or against all the resolutions at that annual general meeting was no more than 5.45%. Ms. TANG has also been successfully re-elected by the Shareholders at the most recent 2014 AGM by majority votes of over 75% of the votes cast at the 2014 AGM. The

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LETTER FROM THE BOARD

total number of Shares held by Apex and Mr. Freddie WONG and his associates (including his family members) in the Company entitling them to vote for or against all the resolutions at the 2014 AGM were about 10.54% and 25.88% respectively.

Ms. TANG has also been the chairman, managing director and executive director of Midland IC&I Limited, the Company’s listed subsidiary, since 2008. Under her leadership, Midland IC&I Limited continuously recorded profits for each of the last five financial years.

The Directors firmly believe that Ms. TANG’s proven track records in the Group and contributions are not only recognized by the top management team of the Group but also reaffirmed by the support of the general Shareholders with long term interests in the Company. The Directors are unanimous in the belief that removal of Ms. TANG will undermine the top management of the Group and is unwarranted.

The Directors consider that Requisitioned Resolution 2 to remove Ms. TANG is not in the interests of the Company and its Shareholders as a whole.

The Directors accordingly strongly recommend the Shareholders to vote AGAINST Requisitioned Resolution 2.

(c) Requisitioned Resolution 3

Requisitioned Resolution 3 proposes to remove Ms. WONG Ching Yi, Angela as a Director.

Ms. WONG has been the Executive Director of the Company since March 2008 and has been the Deputy Chairman of the Company since March 2011 and Deputy Managing Director of the Company since August 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 investor relations, finance and accounting, marketing, company secretarial, information technology, and overall sales and management.

During the year ended 31 December 2013, the Board held five meetings. The attendance of Ms. WONG at these Board meetings is 100%.

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.

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LETTER FROM THE BOARD

The background, skills, experience and perspectives of Ms. WONG not only enhance the diversity of the Board but also contribute to the growth and development of the Group. She has demonstrated strong leadership and has been instrumental in leading the Group in promoting its strategies and meeting challenges in the increasingly competitive environment. She plays a key role in overall sales and management, corporate development and governance as well as ensuring the long term sustainability of the Group. She has proven track record in enhancing the effectiveness, efficiency and corporate governance of the Group.

Ms. WONG has also been the executive director of Midland IC&I Limited, the Company’s listed subsidiary, since December 2011 and was the executive director of Midland IC&I Limited from June 2007 to March 2008. At the latest annual general meeting of Midland IC&I Limited held on 25 June 2014, Ms. WONG has been re-elected as a director with 100% affirmative votes.

Ms. WONG’s contributions demonstrated after she joined the Group have been gaining support of the Shareholders generally. At the annual general meeting of the Company held in 2012 (being the most recent annual general meeting at which Ms. WONG stood for re-election), Ms. WONG was successfully re-elected by majority votes exceeding 99%. The total number of Shares held by Mr. Freddie WONG and his associates (including his family members) in the Company entitling them to vote for or against all the resolutions at that annual general meeting was no more than 5.45%.

The Board confirmed that she has performed effectively and demonstrated commitment to her roles and firmly believes that Ms. WONG is indispensable as a member of the top management team of the Group and her contribution is also reaffirmed by the support of the general Shareholders with long term interests in the Company. The proposal to remove Ms. WONG will destabilize the top management of the Group and affect the growth and development of the Group. The Directors do not see any justifications of Requisitioned Resolution 3 proposing to remove Ms. WONG.

All Directors are unanimous in the belief that Requisitioned Resolution 3 to remove her is not in the interests of the Company and its Shareholders as a whole.

The Directors therefore strongly recommend the Shareholders to vote AGAINST Requisitioned Resolution 3.

(d) Requisitioned Resolution 4

The 2014 Issue Mandate, which has received approval by the Shareholders very recently at the 2014 AGM, provides the Company with an access to the capital market. If Requisitioned Resolution 4 is passed at the SGM, such access will be denied.

The 2014 Issue Mandate granted affords the necessary flexibility in the management of the Company for its corporate development and deployment of resources. Timely access to the fluctuating equity market through expedient use of the Share issue mandate enables us to capture and strengthen the working capital of the Group, benefits business development of the Group and broadens shareholders’ base of

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LETTER FROM THE BOARD

the Company. A share issue mandate of similar nature is a commonplace for listed issuers in Hong Kong. The proposal to revoke the 2014 Issue Mandate denies the Group a legitimate and efficient access to the equity market, unnecessarily exposes the Group to increased liquidity risks and undermines the competitiveness of the Group in the equity market.

The Stock Exchange has provided a range of safeguards in the Listing Rules against potential risks of excessive dilution of shareholding interests of Shareholders. The Company has been observing all applicable laws and regulations, including the applicable rules in the Listing Rules in that regard. It has also built in more stringent safeguards than those already prescribed in the Listing Rules. In terms of the size of the 2014 Issue Mandate, it is limited to no more than 10% of the issued Shares whereas the limit permitted under the Listing Rules (and commonly adopted by the other listed peers) is 20%. In terms of the issue price, the Company has imposed a maximum discount of the price at which Shares may be issued under the 2014 Issue Mandate which is 10% to the relevant benchmarked prices, while the maximum percentage of discount allowed under the Listing Rules is less than 20%.

The Company does not see any sound justification in putting forward Requisitioned Resolution 4 to revoke the 2014 Issue Mandate, which the Shareholders have recently made an informed decision to grant at the 2014 AGM held in June.

The Directors therefore consider that this proposal is not in the interests of the Company and its Shareholders as a whole and urge the Shareholders to vote AGAINST Requisitioned Resolution 4.

5. THE SGM AND YOUR SUPPORT

The SGM will be held at Rooms 2505–8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 15 August 2014 at 4:00 p.m. At the SGM, the Requisitioned Resolutions will be proposed as ordinary resolutions, and the Shareholders will be asked to vote on them.

The votes of the Shareholders at the SGM will be taken by poll in accordance with the Listing Rules and the Bye-laws.

A proxy form for use at the SGM is also enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

For the reasons set out above, the Board strongly urges you to support and endorse the existing management team of the Company by VOTING AGAINST all Requisitioned Resolutions at the SGM. Despite the difficulties and challenges ahead, the management team of the Group, together with the newly promoted senior sales management executives in this year, are dedicated to working relentlessly to add value for the Company and to deliver returns to the Shareholders as a whole.

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

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NOTICE OF SGM

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Midland Holdings Limited 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

NOTICE IS HEREBY GIVEN that pursuant to the two notices both dated 26 June 2014 (the “Requisition Notices”) issued by Apex Benchmark Limited and CHOI Kin Man in accordance with section 74 of the Companies Act 1981 of Bermuda (as amended) and Bye-law 58 of the Bye-laws of Midland Holdings Limited (the “Company”), a special general meeting of the Company (the “Meeting”) will be held at Rooms 2505–8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 15 August 2014 at 4:00 p.m. for the purpose of considering and, if thought fit, approving the following resolutions, with or without modifications, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT

2. (1) the basic salary of the Company’s individual director shall not exceed HK$3,000,000 for each financial year and any remuneration of the persons mentioned herein shall be approved by the remuneration committee;

3. (2) the aggregate basic remuneration of all executive directors and non-executive directors of the Company (but exclude independent non-executive directors of the Company) shall not exceed HK$14,000,000 for each financial year; and

4. (3) any discretionary bonus, commission, allowance or benefit in kinds (other than statutory compensation) (the “Other Compensation”) for all directors of the Company in a financial year shall not exceed 10% of the consolidated profit before tax and before such Other Compensation of the Company in the relevant financial year.

5. THAT Ms. Tang Mei Lai Metty be removed as a director of the Company with immediate effect.

6. THAT Ms. Wong Ching Yee Angela be removed as a director of the Company with immediate effect.

and

* For identification purpose only

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NOTICE OF SGM

1. To revoke the general mandate granted to the directors of the Company at its Annual General Meeting held on 26 June 2014 to allot, issue and deal with shares of HK$0.10 in the capital of the Company (pursuant to Resolution No. 5 of the Company’s notice of annual general meeting dated 26 May 2014).”

By order of the board of directors of Midland Holdings Limited MUI Ngar May, Joel Company Secretary

Hong Kong, 16 July 2014

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

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Notes:

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

• (b) A member entitled to attend and vote at the Meeting is entitled to appoint one proxy 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 proxy form in accordance with the instructions stated thereon.

• (d) To be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Delivery of the proxy form 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 proxy form shall be deemed to be revoked.

• (e) In the case of joint holders, any one of such joint holders 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 are 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, 13 August 2014 to Friday, 15 August 2014, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 12 August 2014.

• (g) As there is no incumbent director of the Company known by the name of “Ms. Wong Ching Yee Angela” as stated in the Requisition Notices, the director in the above proposed ordinary resolution 3 is understood to refer to Ms. WONG Ching Yi, Angela, an executive director of the Company.

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