Midland Holdings Limited — Proxy Solicitation & Information Statement 2015

May 27, 2015

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 and the accompanying proxy form 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 [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 5] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] 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 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 14 to 18 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.

28 May 2015

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix II **	– Biographical Details of Retiring Directors Proposed for Re-election . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be convened and held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 26 June 2015 at 11:00 a.m.

• “Board” the board of Directors

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

• “close associate(s)” has the meaning ascribed thereto in the Listing Rules

• “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

• “core connected person(s)”

• has the meaning ascribed thereto in the Listing Rules

• “Director(s)” 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

• “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 total issued Shares as at the date of passing of the relevant resolution as set out in resolution no. 5 in the notice of the AGM

• “Latest Practicable Date”

• 22 May 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“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 total issued Shares as at the date of passing of the relevant resolution as set out in resolution no. 4 in the notice of the AGM

“SFO”

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

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

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

“Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

the Code on Takeovers and Mergers

– 2 –

LETTER FROM THE BOARD

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 5] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

Midland Holdings Limited 美聯集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Non-Executive Directors: Mr. WONG Kin Yip, Freddie (Chairman) Mr. KAN Chung Nin, Tony

Executive Directors: Ms. TANG Mei Lai, Metty Ms. WONG Ching Yi, Angela (Deputy Chairman and Managing Director) Mr. WONG Tsz Wa, Pierre (Managing Director) 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. CHAN Nim Leung, Leon Mr. WONG San

28 May 2015

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS 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, 26 June 2015. These include, inter alia, ordinary resolutions relating to (i) the granting to the Directors the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of the retiring Directors.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

THE REPURCHASE MANDATE AND THE ISSUE 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 total issued Shares as at the date of passing of the relevant resolution (subject to adjustment in the case of consolidation or subdivision of shares of the Company, details of which are set out in resolution no. 4 in the notice of the AGM). For clarity, any Shares purchased through any exercise of the Repurchase Mandate will not be added to 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 total issued Shares as at the date of passing of the relevant resolution (subject to adjustment in the case of consolidation or subdivision of shares of the Company, details of which are set out in resolution no. 5 in the notice of the AGM) provided that where Shares are issued for cash consideration, they shall 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 718,046,005 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 under the Issue Mandate to issue up to a maximum of 71,804,600 Shares.

The Repurchase Mandate and the Issue Mandate would continue in force until (i) the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or (ii) revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held, whichever is the earliest.

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 resolution at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

In relation to item 2 set out in the notice of the AGM, Ms. WONG Ching Yi, Angela, Mr. WONG Tsz Wa, Pierre, Mr. CHEUNG Kam Shing and Mr. CHAN Nim Leung, Leon shall retire by rotation as Directors at the AGM in accordance with Bye-law 87 of the Bye-Laws. All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Biographical details of the above retiring Directors 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.

– 4 –

LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 14 to 18 of this circular. A proxy form 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) respectively. Whether or not you intend to attend the AGM, you are requested to complete the 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, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form 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 proxy form shall be deemed to be revoked.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will demand a poll for every resolution put to the vote at the AGM pursuant to Bye-law 66 of the Bye-Laws. An announcement on the poll voting results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.midland.com.hk) respectively after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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 and the re-election of the retiring Directors are in the best interests of the Company and the 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 the AGM.

Yours faithfully, For and on behalf of the Board Midland Holdings Limited WONG Ching Yi, Angela

Deputy Chairman, Managing Director and Executive Director

– 5 –

EXPLANATORY STATEMENT

APPENDIX I

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 718,046,005 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 71,804,600 Shares, being 10 per cent of the total issued Shares 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, or on any other stock exchange on which the Shares may be listed. 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 of the Company 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 financial statements contained in the annual report of the Company for the year ended 31 December 2014) 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 an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company.

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have 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$
2014
May	3.60	3.17
June	4.05	3.54
July	4.30	3.92
August	4.25	3.78
September	4.02	3.67
October	3.95	3.56
November	4.15	3.72
December	4.13	3.85
2015
January	4.04	3.84
February	3.97	3.73
March	3.83	3.28
April	3.63	3.30
May (up to and including the Latest Practicable Date)	3.99	3.63

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have 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.

The Company has not been notified by any core 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.

If as a result of a share buy-back a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or 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 thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

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

						Percentage of
		Corporate			Percentage of	shareholding
	Beneficial	interest/	Family		shareholding as	where the
	interest/	Interest of	interest/		at the Latest	Repurchase
Name/	Beneficial	controlled	Interest of	Total number	Practicable	Mandate is
Company name	owner	corporation	spouse	of Shares	Date	exercised in full
WONG Kin Yip,	24,490,000	161,340,144	–	185,830,144	25.88%	28.76%
Freddie		(Note 1)
TANG Mei Lai, Metty	–	–	185,830,144	185,830,144	25.88%	28.76%
			(Note 2)
Southern Field Trading	–	161,340,144	–	161,340,144	22.47%	24.97%
Limited		(Note 3)
Sunluck Services	161,340,144	–	–	161,340,144	22.47%	24.97%
Limited	(Note 3)
Apex Benchmark	75,666,000	–	–	75,666,000	10.54%	11.71%
Limited

Notes:

1. These Shares were held by Sunluck Services Limited. Mr. WONG Kin Yip, Freddie indirectly owned 100% interests in Sunluck Services Limited 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 ultimate beneficial owner.

3. These Shares relate to the same block of Shares as disclosed in note 1 above.

In the event that the Directors exercised in full the power to repurchase Shares which is proposed to be granted to the Directors pursuant to the Repurchase Mandate, the increase in percentage shareholding of the above substantial Shareholders and the Directors 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.

6. REPURCHASES OF SHARES MADE BY THE COMPANY

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, during the six months preceding the Latest Practicable Date.

– 8 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The biographical details of the retiring Directors who are proposed to be re-elected at the AGM in accordance with Bye-law 87 of the Bye-Laws are set out as follows:

Ms. WONG Ching Yi, Angela , aged 34, has been the Executive Director of the Company since March 2008 and has been the Deputy Chairman of the Company since March 2011, and had been the Deputy Managing Director of the Company since August 2011 before her re-designation as Managing Director of the Company in December 2014. She is a member of the Chairman’s Office. She ceased to be a member of the Remuneration Committee and the Nomination Committee of the Company on 22 May 2015.

Ms. WONG is responsible for formulating, overseeing and implementing the overall corporate strategies and policies of the Group as well as the corporate development and governance of the Group. She is also responsible for the overall management and sales operations of the Group, and oversees other operations ranging from finance, professional services, investor relations, information technology to corporate communications. Ms. WONG plays a leading role in the Chairman’s Office.

Ms. WONG has solid experience in real estate industry and has been a key contributor to the growth and development of the Group. She has demonstrated strong leadership and has been instrumental in leading the Group to promote its strategies and meet challenges in the increasingly competitive environment. She has introduced a series of strategic initiatives, which had improved the operating efficiency and profitability of the Group as well as strengthened the competitiveness and position of the Group.

Ms. WONG is also a director of various members of the Group and a director of 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. Ms. WONG has also been the Executive Director of Midland IC&I Limited (“Midland IC&I”), the Company’s listed subsidiary, since December 2011 and was the Executive Director of Midland IC&I from June 2007 to March 2008.

Save as disclosed above, as at the Latest Practicable Date, Ms. WONG did not hold any other positions with the Company or any other members of the Group and had not held any directorships in other public companies the securities of which were listed on any securities market in Hong Kong or overseas in 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, member of The Y.Elites Association and Honorary Vice President of the advisory board of Business Association BEA HKUSU. She was a member of the Practice and Examination Committee of the Estate Agents Authority and is currently a member of the Professional

– 9 –

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Development Committee of the Estate Agents Authority. She is also a member of the Sponsorship and Development Fund Committee of The Open University of Hong Kong Jubilee College.

As at the Latest Practicable Date, Ms. WONG held share options to subscribe for 7,209,160 Shares. Save as disclosed above, as at the Latest Practicable Date, Ms. WONG did not have, and was not deemed to have, any interests in any Shares within the meaning of Part XV of the SFO.

Ms. WONG is the daughter of Mr. WONG Kin Yip, Freddie, the Chairman, Non-Executive Director of the Company and the substantial Shareholder, and Ms. TANG Mei Lai, Metty, the Executive Director of the Company. Save as disclosed above, Ms. WONG does not have any relationships with any other directors, senior management, substantial or controlling shareholders of the Company.

Ms. WONG has entered into a service agreement with the Company for a term of not more than three years ending on 19 March 2017 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 an annual director’s fee of HK$200,000, monthly salary of HK$508,334 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 monthly salary of Ms. WONG will be adjusted to HK$608,334 with effect from 1 April 2016. The remuneration package of Ms. WONG was determined by the Remuneration Committee of the Company with reference to her experience, duties and responsibilities and the prevailing market conditions.

Mr. WONG Tsz Wa, Pierre , aged 51, has been the Managing Director and Executive Director of the Company since November 2012. He joined the Group in 1993 and has been a member of the Chairman’s Office since December 2011. Mr. WONG holds a master’s degree in business administration and he is a professional member of The Royal Institution of Chartered Surveyors. He has over 26 years of experience in real estate agency business in Hong Kong.

Mr. WONG is responsible for the day-to-day management of the Group, the coordination of overall business operations as well as the effective implementation of the strategies, directions and policies of the Group.

Mr. WONG was the Executive Director of Midland IC&I from June 2007 to November 2012. He was the Chief Executive Officer and Deputy Chairman of Midland IC&I for the period from June 2007 to December 2011 and from December 2011 to November 2012 respectively. Mr. WONG ceased to act as the Deputy Chairman and Executive Director of Midland IC&I in November 2012.

Save as disclosed above, as at the Latest Practicable Date, Mr. WONG had not held any directorships in other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years.

– 10 –

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. WONG had interests in the shares and underlying shares of the associated corporation of the Company within the meaning of Part XV of the SFO as follows:

Name of associated corporation Midland IC&I	Number of ordinary shares Personal interest/ Beneficial owner Family interest/ Interest of spouse 2,000,000 1,320,000 (Note 1)	Number of underlying shares Total Approximate percentage of issued share capital of associated corporation Personal interest/ Beneficial owner Family interest/ Interest of spouse 90,000,000 (Note 2) – 93,320,000 0.68%

Notes:

1. These shares represent the shares of Midland IC&I held by Ms. LAM Mee Yuk, the spouse of Mr. WONG, as beneficial owner.

2. These underlying shares were held by Mr. WONG by virtue of the interests in the share options of Midland IC&I granted to him.

As at the Latest Practicable Date, Mr. WONG did not have, and was not deemed to have, any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, he did not hold any other positions with the Company or any other members of the Group. Mr. WONG does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company.

Mr. WONG has entered into a service agreement with the Company for a term of two years with effect from 1 April 2015 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. WONG is currently entitled to an annual director’s fee of HK$200,000, monthly salary of HK$655,417 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 monthly salary of Mr. WONG will be adjusted to HK$755,417 with effect from 1 April 2016. The remuneration package of Mr. WONG was determined by the Remuneration Committee with reference to his experience, duties and responsibilities and the prevailing market conditions.

– 11 –

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. CHEUNG Kam Shing , aged 51, has been the Executive Director of the Company since March 2011. He was the Consultant of the Group from November 2008 to March 2011. Mr. CHEUNG is responsible for the strategic development and daily operation of the Group’s China division “Midland China” and Macau division “Midland Macau”. He has over 29 years of solid experience in the real estate agency business. Mr. CHEUNG has served the Group for 23 years and was the Executive Director of the Company from June 1998 to November 2005. He is a director of various members of the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. CHEUNG did not hold any other positions with the Company or any other members of the Group, and he had not held any directorships in other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. CHEUNG held share options to subscribe for 15,000,000 shares of Midland IC&I. As at the Latest Practicable Date, Mr. CHEUNG did not have, and was not deemed to have, any interests in the Shares within the meaning of Part XV of the SFO.

Mr. CHEUNG does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company.

Mr. CHEUNG has entered into a service agreement with the Company for a term of two years commencing from 28 March 2014 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. CHEUNG is currently entitled to a monthly fee of HK$105,000 and a profit sharing to be determined based on performance and calculated according to the profits arising from his responsible business units of the Group. The remuneration package of Mr. CHEUNG was determined by the Remuneration Committee of the Company with reference to his experience, duties and responsibilities and the prevailing market conditions.

Mr. CHAN Nim Leung, Leon , aged 59, has been the Independent Non-Executive Director of the Company and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company since November 2012. He is the principal partner of Messrs. Y.T. Chan & Co., a legal firm in Hong Kong. He was admitted as a solicitor in Hong Kong, England and Wales as well as Victoria, Australia. Mr. CHAN acquired extensive experience in conveyancing matters in his 34 years of practice as a solicitor. Mr. CHAN holds a master’s degree in business administration from Birmingham University. He was a member of the Solicitors Disciplinary Tribunal Panel from May 1993 to May 2008. He is the Non-Executive Director of three listed companies in Hong Kong, namely Hongkong Chinese Limited, Lippo China Resources Limited and Lippo Limited. He was the Independent Non-Executive Director of a listed company in Hong Kong, PanAsialum Holdings Company Limited from January 2013 to December 2014. He also serves as the chairman of the supervisory board of the Macau Chinese Bank, S.A., a licensed bank in Macau.

Save as disclosed above, as at the Latest Practicable Date, Mr. CHAN had not held any directorships in other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years.

– 12 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

As at the Latest Practicable Date, Mr. CHAN did not have, and was not deemed to have, any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, he did not hold any other positions with the Company or any other members of the Group. Mr. CHAN does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. The Company has received Mr. CHAN’s confirmation of independence pursuant to Rule 3.13 of the Listing Rules. In view of the above circumstances, the Directors have determined that Mr. CHAN has the independence to fulfil his role as the Independent Non-Executive Director of the Company.

Mr. CHAN has entered into an appointment letter with the Company for a term of one year commencing from 23 November 2014 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 director’s fee of HK$200,000 per annum. The remuneration package of Mr. CHAN was recommended by the Remuneration Committee of the Company and determined by the Board in accordance with the authorisation given by the Shareholders at the annual general meeting, with reference to his experience, duties and responsibilities, time commitment and the prevailing market conditions.

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

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 5] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] intentionally omitted <==

==> picture [193 x 4] 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, 26 June 2015 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the report of the directors and independent auditor’s report for the year ended 31 December 2014.

2. (a) To re-elect each of the retiring directors of the Company as follows by way of a separate resolution:

   • (i) Ms. WONG Ching Yi, Angela as director;

   • (ii) Mr. WONG Tsz Wa, Pierre as director;

   • (iii) Mr. CHEUNG Kam Shing as director; and

   • (iv) Mr. CHAN Nim Leung, Leon as director.

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

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

• For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

Special Businesses

As special businesses, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (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;

3. (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 total issued shares of the Company as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be repurchased pursuant to the approval in paragraph (a) of this resolution as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly; and

4. (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.”

– 15 –

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 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 of all the powers of the Company 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 total issued shares of the Company as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued pursuant to the approval in paragraph (a) of this resolution as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, 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 of the Company and the date of the agreement involving the proposed issue of shares of the Company and the approval in paragraph (a) of this resolution shall be limited accordingly; and

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

• (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;

• (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 on 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).”

By Order of the Board Midland Holdings Limited IP Kit Yee, Kitty Executive Director

Hong Kong, 28 May 2015

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

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

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 (the “Listing Rules”) and the results of the poll voting will be published on the websites of the Stock Exchange 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 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, 24 June 2015 to Friday, 26 June 2015, both days inclusive, during which period no transfer of shares will be registered. 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, 23 June 2015.

• (g) Regarding item 2 of this notice, details of the retiring Directors proposed to be re-elected are set out in Appendix II to the circular dated 28 May 2015.

– 18 –