Midland Holdings Limited — Proxy Solicitation & Information Statement 2016

May 23, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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.

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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 NEW 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 26 to 30 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.

24 May 2016

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Biographical Details of Retiring Directors Proposed for Re-election . . . .	12
Appendix III – Summary of the Principal Terms of the New Share Option Scheme . . .	16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

DEFINITIONS

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

• “Administration Committee”

a committee appointed by the Board comprising all of the non-executive Directors (including the independent non-executive Directors) in office from time to time or where there is no or only one non-executive Director, such other person(s) appointed by the Board from time to time for the purpose of administration of the New Share Option Scheme

• “AGM”

the annual 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 Thursday, 23 June 2016 at 12:00 noon

• “associate(s)”

• has the meaning ascribed thereto in the Listing Rules

• “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

• “Eligible Group”

• the Company and each of its direct or indirect subsidiary, associated company, jointly controlled entity or joint venture

• “Grantee”

• any Participant who accepts an Offer, or (where the context so permits) a person who is entitled to any such Option in consequence of the death or disability of the original Grantee (including his or her legal personal representative(s)), in accordance with the provisions of the New Share Option Scheme

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Hong Kong”

• “Issue Mandate”

• “Latest Practicable Date”

• “Listing Rules”

• “New Share Option Scheme”

• “Offer”

• “Offer Date”

• “Old Share Option Scheme”

• “Option”

• “Option Period”

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

• a general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to issue, allot and deal with unissued Shares up to a maximum of 10% 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

• 20 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

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

• the offer of the grant of an Option made in accordance with the provisions of the New Share Option Scheme

• the date on which an Offer is made to a Participant

• the share option scheme of the Company adopted and approved by the Shareholders at the special general meeting of the Company held on 30 April 2002 and expired on 29 April 2012

• as the context may require, any option(s) granted or (as the case may be) to be granted to eligible participant(s) to subscribe for Share(s) under the Old Share Option Scheme or (as the case may be) under the New Share Option Scheme

a period to be determined by the Board in its absolute discretion as being the period during which an Option may be exercised, such period to expire not later than ten (10) years from the date of grant of the Option

– 2 –

DEFINITIONS

“Participant(s)”

any director (including any executive Director), executive, officer or employee (whether full-time or part-time) of each member of the Eligible Group (but excluding each member of the Administration Committee), as absolutely determined by the Board in accordance with the terms of New Share Option Scheme

• “Relevant Company”

• the relevant company within the Eligible Group

• “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 on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% 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 or where in the context of the New Share Option Scheme, ordinary share(s) of HK$0.10 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

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

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder(s)” has the meaning ascribed thereto in the Listing Rules

• “Takeovers Code” the Code on Takeovers and Mergers

• “%” per cent

In case of any inconsistency between the English and Chinese versions of this circular and the accompanying form of proxy, the English version shall prevail.

– 3 –

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 Directors:

Mr. WONG Kin Yip, Freddie (Chairman) Mr. KAN Chung Nin, Tony Ms. IP Kit Yee, Kitty

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

24 May 2016

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, ADOPTION OF NEW 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 Thursday, 23 June 2016. These include, inter alia, ordinary resolutions relating to (i) granting to the Directors the Repurchase Mandate and the Issue Mandate; (ii) re-election of the retiring Directors; and (iii) adoption of the New Share Option Scheme.

• For identification purpose only

– 4 –

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% 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 exercise all the powers of the Company to issue, allot and deal with unissued Shares up to a maximum of 10% 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 an ordinary resolution of the Shareholders in 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 the 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, Mr. WONG Kin Yip, Freddie, Mr. KAN Chung Nin, Tony, Ms. IP Kit Yee, Kitty and Mr. WONG San 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.

– 5 –

LETTER FROM THE BOARD

ADOPTION OF THE NEW SHARE OPTION SCHEME

Currently, the Company has no share option scheme. The previous share option scheme of the Company, the Old Share Option Scheme, has expired. As at the Latest Practicable Date, Options granted under the Old Share Option Scheme which entitled the holders thereof to subscribe for an aggregate of 21,927,480 Shares remained outstanding.

In order to provide the Company with a flexible means of incentivising, rewarding, remunerating, compensating and/or providing benefits to, the selected Participants for their contribution, the Board proposes to adopt the New Share Option Scheme pursuant to Chapter 17 of the Listing Rules, and a resolution will be proposed at the AGM for the adoption of the New Share Option Scheme.

Given that the Board is entitled to set any performance target(s) to be achieved as well as the minimum period that an Option must be held before an Option can be exercised on a case by case basis, and that the exercise price of an Option cannot in any event fall below the price stipulated in the Listing Rules or such higher price as may be fixed by the Board, it is expected that Grantees will make an effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the Options granted, thereby serving the purpose of the New Share Option Scheme.

As at the Latest Practicable Date, there were 718,046,005 Shares in issue. Assuming that there is no change in the total number of Shares in issue during the period from the Latest Practicable Date to the date of adoption of the New Share Option Scheme, the initial maximum number of Shares that may be allotted and issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company will be 35,902,300 Shares, being 5% of the total number of Shares in issue as at the date of approval of the New Share Option Scheme by the Shareholders at the AGM, which maximum number may however be refreshed as detailed in paragraph 4 of Appendix III to this circular provided that the maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme together with any outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the total number of Shares in issue from time to time.

None of the Directors is a trustee of the New Share Option Scheme nor has a direct or indirect interest in the trustee.

Conditions of the New Share Option Scheme

The New Share Option Scheme shall take effect subject to the following conditions:

• (i) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the Shareholders in general meeting; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options that may be granted under the New Share Option Scheme.

– 6 –

LETTER FROM THE BOARD

Application will be 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 pursuant to the exercise of Options that may be granted under the New Share Option Scheme (up to 5% of the total number of Shares in issue as at the date of the AGM).

Value of Options that can be granted under the New Share Option Scheme

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date prior to the approval of the New Share Option Scheme at the AGM will not be meaningful to the Shareholders, since the Options will be personal to the Grantee and shall not be transferable or 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 or enter into any agreement to do so. In addition, the calculation of the value of the Options is based on a number of variables such as exercise price, exercise period, interest rate, expected volatility and other relevant variables. As Options have not been granted under the New Share Option Scheme, certain variables are not available for calculating the value of the Options. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would even be misleading to the Shareholders.

Rules of the New Share Option Scheme

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular. A copy of the New Share Option Scheme is available for inspection 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 during normal business hours on any business day (except Saturdays and public holidays) from the date hereof up to and including the date of the AGM and at the AGM.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 26 to 30 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.

– 7 –

LETTER FROM THE BOARD

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 results of the poll 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, re-election of the retiring Directors and adoption of the New Share Option Scheme 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

– 8 –

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% 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 2015) 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.

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$
2015
May	3.99	3.63
June	3.95	3.40
July	3.58	3.21
August	3.48	2.94
September	3.20	2.90
October	3.46	3.04
November	3.43	3.10
December	3.30	3.00

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EXPLANATORY STATEMENT

APPENDIX I

	Share prices (per Share)	Share prices (per Share)
Month	Highest	Lowest
	HK$	HK$
2016
January	3.25	2.50
February	2.81	2.35
March	2.92	2.37
April	2.55	2.36
May (up to and including the Latest Practicable
Date)	2.68	2.13

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.

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% or more of the issued Shares and the Directors who had interests in 5% or more of the issued Shares were as follows:

Name/Company name WONG Kin Yip, Freddie TANG Mei Lai, Metty Southern Field Trading Limited Sunluck Services Limited

Number of Shares Percentage of shareholding as at the Latest Practicable Date Percentage of shareholding where the Repurchase Mandate is exercised in full Beneficial interest/ Beneficial owner Corporate interest/ Interest of controlled corporation Family interest/ Interest of spouse Other interest Total 24,490,000 161,340,144 (Note 1) – – 185,830,144 25.88% 28.76% – – 185,830,144 (Note 2) – 185,830,144 25.88% 28.76% – 161,340,144 (Note 3) – – 161,340,144 22.47% 24.97% 161,340,144 (Note 3) – – – 161,340,144 22.47% 24.97%

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

Name/Company name Massachusetts Financial Services Company Sun Life Financial, Inc. Apex Benchmark Limited

Number of Shares Percentage of shareholding as at the Latest Practicable Date Percentage of shareholding where the Repurchase Mandate is exercised in full Beneficial interest/ Beneficial owner Corporate interest/ Interest of controlled corporation Family interest/ Interest of spouse Other interest Total – – – 78,945,000 (Note 4) 78,945,000 10.99% 12.22% – – – 78,945,000 (Note 4) 78,945,000 10.99% 12.22% 75,666,000 – – – 75,666,000 10.54% 11.71%

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.

4. Details of the interest in 78,945,000 Shares in which Sun Life Financial, Inc. (“SLF”) was deemed to be interested were as follows:

Massachusetts Financial Services Company (“MFS”) held (through itself and its 100% controlled corporations) an aggregate of 78,945,000 Shares. MFS was a 93.15% owned subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. which was a 99.89% owned subsidiary of Sun Life Financial (U.S.) Investments LLC (“SLF(US)I”). SLF(US)I was a wholly-owned subsidiary of Sun Life Financial (U.S.) Holdings, Inc. which was a wholly-owned subsidiary of Sun Life Assurance Company of Canada – U.S. Operations Holdings, Inc. (“SLACC”). SLACC was a wholly-owned subsidiary of Sun Life Global Investments Inc. which was a wholly-owned subsidiary of SLF.

MFS was a subsidiary of SLF. Accordingly, MFS’s interest in 78,945,000 Shares was duplicated in the interest of SLF.

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 Shares 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% of the issued Shares, 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.

– 11 –

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

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:

Mr. WONG Kin Yip, Freddie , aged 66, is the Founder, Chairman and Non-Executive Director of the Company. He is also a member of the Remuneration Committee and Nomination Committee of the Company, and leads the Chairman’s Office.

Mr. WONG established Midland Realty in 1973 and has been the Chairman of the Company since 1993. He is responsible for the leadership of the Board, overseeing the overall corporate directions and corporate strategies of the Group, and driving the Board and the individual directors to perform to the best of their ability.

Mr. WONG has over 42 years of experience in the real estate agency business in Hong Kong, China and overseas. He is a pioneer in the mortgage brokerage business and introduced mortgage referral services to Hong Kong. Mr. WONG is the vice president of The Association of Hong Kong Professionals, and the chairman and permanent director of Midland Charitable Foundation Limited. In addition, Mr. WONG was a member of The Shenzhen Committee of the Chinese People’s Political Consultative Conference from 2005 to 2010, a member of the Estate Agents Authority in Hong Kong from 2006 to 2010, and also a part-time member of the Central Policy Unit of the Government of the Hong Kong Special Administrative Region for the years of 2006 and 2007.

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

Number of Shares Personal interest/ Beneficial owner Corporate interest/ Interest of controlled corporation 24,490,000 161,340,144 (Note 1)	Number of underlying Shares Personal interest/ Beneficial owner Family interest/ Interest of spouse Total Approximate percentage of the issued Shares 7,209,160 (Note 2) 7,209,160 (Note 3) 200,248,464 27.89%

Notes:

1. These Shares were held by Sunluck Services Limited. Mr. WONG indirectly owned 100% interests in Sunluck Services Limited through his wholly-owned company, namely Southern Field Trading Limited.

2. These underlying Shares were held by Mr. WONG by virtue of the interests in the Options granted to him under the Old Share Option Scheme.

3. These underlying Shares represent the interests in the Options held by Ms. TANG Mei Lai, Metty, the spouse of Mr. WONG, by virtue of the interests in the Options granted to her under the Old Share Option Scheme.

Mr. WONG is a director of Sunluck Services Limited and Southern Field Trading Limited which are substantial Shareholders.

– 12 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

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

Save as disclosed above, as at the Latest Practicable Date, Mr. 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. Mr. WONG is the spouse of Ms. TANG Mei Lai, Metty, the Executive Director of the Company, and the father of Ms. WONG Ching Yi, Angela, the Deputy Chairman, Managing Director and Executive Director of the Company. Save as disclosed above, Mr. WONG does not have any relationships with any other directors, senior management, substantial or controlling shareholders of the Company.

Mr. WONG has entered into an appointment letter with the Company for a term of two years commencing from 26 August 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 a director’s fee of HK$260,000 per annum. The remuneration package of Mr. WONG 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.

Mr. KAN Chung Nin, Tony , aged 65, LL.B., P.C.L.L., BBS, JP, has been the Non-Executive Director of the Company and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company since March 2014. He is the Founder and Senior Consultant of Tony Kan & Co., Solicitors & Notaries, practising as a Solicitor of the Supreme Court of Hong Kong since 1982. He is also a Solicitor of the Supreme Court of England and Wales, a Barrister and Solicitor of the Supreme Court of the Australian Capital Territory, as well as Advocate and Solicitor of the Supreme Court of the Republic of Singapore. He is also a China Appointed Attesting Officer and a Notary Public. Mr. KAN is currently a Committee Member of the National Committee of the Chinese People’s Political Consultative Conference and was a Committee Member of the Guangdong Committee of the Chinese People’s Political Consultative Conference for three consecutive terms. Mr. KAN had been an Elected Member of the Sha Tin District Council from 1985 to the end of 2011. He had also been an Elected Member of the Regional Council and he was elected as Vice Chairman of the Council in July 1997 until its dissolution at the end of 1999.

Since 1988, Mr. KAN has served as a Councillor of Heung Yee Kuk in the New Territories and is currently an Ex Officio Member and Executive Committee Member of Heung Yee Kuk. Mr. KAN is serving and has served on various advisory committees for the government, including Town Planning Board Member. He is currently a Committee Member of the Hong Kong Housing Authority and a Member of the Election Committee of the Chief Executive of Hong Kong Special Administrative Region. Mr. KAN has been appointed as an Independent Non-Executive Director of Man Wah Holdings Limited since May 2013, a company listed in Hong Kong. Mr. KAN has been appointed as an Independent Non-Executive Director of Nameson Holdings Limited since 29 January 2016, which has been listed on the Stock Exchange since 12 April 2016. He was Non-Executive Director of the Company and subsequently became the Independent Non-Executive Director of the Company during the period from October 1994 to September 2004.

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

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

Save as disclosed above, as at the Latest Practicable Date, Mr. KAN 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. Mr. KAN does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company.

Mr. KAN has entered into an appointment letter with the Company for a term of one year commencing from 15 March 2016 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. KAN is currently entitled to a director’s fee of HK$260,000 per annum. The remuneration package of Mr. KAN 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.

Ms. IP Kit Yee, Kitty , aged 56, has been the Non-Executive Director of the Company since November 2015.

Ms. IP has been serving the Group since 1983. Ms. IP was the Executive Director of the Company from June 1995 to September 2004, and from October 2008 to November 2015 before her re-designation as Non-Executive Director of the Company in November 2015. She was the Executive Director of Midland IC&I Limited (“Midland IC&I”), the Company’s listed subsidiary, from April 2007 to October 2008. Ms. IP has extensive experience in property administration, real estate agency and human resources administration and management.

As at the Latest Practicable Date, Ms. IP held share options carrying right to subscribe for 10,000,000 shares of Midland IC&I. As at the Latest Practicable Date, Ms. IP did not have, and was not deemed to have, any interests in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Ms. IP 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. IP does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company.

Ms. IP has entered into an appointment letter with the Company for a term of one year commencing from 28 November 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. Ms. IP is currently entitled to a director’s fee of HK$260,000 per annum. The remuneration package of

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

Ms. IP 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 her experience, duties and responsibilities, time commitment and the prevailing market conditions.

Mr. WONG San , 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 September 2013. He is a professional building surveyor and holds a Master Degree of Science in International Real Estate. He is the founder of and is currently the Managing Director of Samson Wong & Associates Property Consultancy Limited. Mr. WONG has over 32 years’ experience in property consultancy management, including real estate development, building survey and design, project planning & management and facility management, conversant with the Mainland and overseas real estate industry and also international joint venture development projects. He had worked for Standard Chartered Bank as their Property Administration Manager and for an international real estate consultancy firm as their CEO. Mr. WONG is an Authorised Person and is a fellow member of the Hong Kong Institute of Surveyors, the Royal Institution of Chartered Surveyors and The Hong Kong Institute of Facility Management. In 1998, he was elected as the President of the Hong Kong Institute of Surveyors and was awarded the Distinguished Building Surveyor in 2000.

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

Save as disclosed above, as at the Latest Practicable Date, Mr. 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. Mr. WONG does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company. The Company has received Mr. WONG’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. WONG has the independence to fulfil his role as the Independent Non-Executive Director of the Company.

Mr. WONG has entered into an appointment letter with the Company for a term of one year commencing from 24 September 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 a director’s fee of HK$260,000 per annum. The remuneration package of Mr. WONG 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.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme to be conditionally approved by the Shareholders at the AGM but such summary does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme:

1. PURPOSE OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme is proposed to be adopted with the view to achieving the following principal purposes:

• (i) to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to, the selected Participants;

• (ii) to attract and retain the best quality personnel for the development of the business of the Eligible Group;

• (iii) to recognise the contributions of the selected Participants to the growth of the Eligible Group by rewarding them with opportunities to obtain ownership interest in the Company; and/or

• (iv) to promote the long term success of the Eligible Group by aligning the interests of the selected Participants to the Shareholders.

2. WHO MAY JOIN

The Board may in its absolute discretion invite any director (including any executive Director), executive, officer or employee (whether full-time or part-time) of each member of the Eligible Group (but excluding each member of the Administration Committee), as absolutely determined by the Board in accordance with the terms of the New Share Option Scheme, having regard to such person’s qualifications, skills, background, experience, service records and/or contribution or potential value to the relevant member(s) of the Eligible Group, to take up Options at a price calculated in accordance with paragraph 3 below, provided that any Director (who is a Participant) shall abstain from voting on all resolution(s) of the Board in respect of the making of an Offer to himself/herself.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

3. SUBSCRIPTION PRICE AND ACCEPTANCE PERIOD

Subject to any adjustments made pursuant to paragraph 13, the subscription price for the Shares under the New Share Option Scheme shall be a price solely determined by the Board and 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 of grant of the Option which must be a business day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) consecutive business days immediately preceding the date of grant of the Option; and (iii) the nominal value of a Share on the date of grant of the Option.

The Participant must accept an Offer within ten (10) business days from the Offer Date together with the payment of HK$1.00 to the Company as consideration for the grant thereof, failing which it will be deemed to have been irrevocably declined without notice.

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

• (a) Subject to paragraph 4(b) below:

• (i) The total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed five (5)% (the “Scheme Mandate Limit”) of the total number of Shares in issue as at the date of approval of the New Share Option Scheme by the Shareholders unless the Company obtains further approval from the Shareholders pursuant to paragraph(s) 4(a)(ii) and/or (iii) below (as the case may be). Options lapsed in accordance with the terms of the New Share Option Scheme or any other share option scheme of the Company shall not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) The Company may seek approval by the Shareholders in general meeting to refresh the Scheme Mandate Limit such that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Company under the limit as “refreshed” shall not exceed five (5)% of the total number of Shares in issue as at the date of approval of the “refreshed” limit. Options previously granted under any share option schemes (including the New Share Option Scheme) of the Company (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or exercised Options) shall not be counted for the purpose of calculating the limit as “refreshed”. The Company shall 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.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

• (iii) The Company may seek separate approval by the Shareholders in general meeting for granting Options beyond the five (5)% limit set out in paragraph 4(a)(i) or (ii) above (as the case may be) provided that the Options in excess of such limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company shall send a circular containing the information required under note 1 to Rule 17.03(3) of the Listing Rules to the Shareholders.

• (iv) If the Company conducts a sub-division or consolidation of shares after the five (5)% limit set out in paragraph 4(a)(i) or (ii) above (as the case may be) has been approved by the Shareholders in general meeting, the maximum number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and all other share option schemes of the Company under the five (5)% limit as a percentage of the total number of issued shares of the Company at the date immediately before and after such sub-division or consolidation of shares shall be the same.

• (b) The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed thirty (30)% (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time. No options may be granted under the New Share Option Scheme and any other share option schemes of the Company if this will result in the limit being exceeded.

5. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

• (a) Unless the approval of the Shareholders as contemplated under paragraph 5(b) below is obtained, the total number of Shares issued and to be issued upon exercise of all options granted to each Participant under the New Share Option Scheme and any other share option schemes of the Company (including those exercised, cancelled and outstanding options) in any 12-month period shall not exceed one (1)% of the total number of Shares in issue.

• (b) Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such Participant (including those exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such further grant representing in aggregate over one (1)% of the total number of Shares in issue, such further grant must be separately approved by the Shareholders in general meeting with such Participant and his or her close associates, or his or her associates if the Participant is a connected person (all as defined under the Listing Rules) of the Company, abstaining from voting. The relevant requirements under the note to Rule 17.03(4) of the Listing Rules must be complied with.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

6. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT WHO IS A CONNECTED PERSON

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

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

• (b) where the Board proposes to grant any Option to a Participant who is a substantial Shareholder or an associate of a substantial Shareholder or of an independent non-executive Director, which would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such Participant under the New Share Option Scheme and any other share option schemes of the Company in the 12-month period up to and including the date of such grant:

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

• (2) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

such proposed grant of Options must be approved by the Shareholders in general meeting. The Company shall send a circular to the Shareholders containing the information required under Rule 17.04(3) of the Listing Rules. The Participant, his or her associates, and all core connected persons (as defined under the Listing Rules) of the Company shall abstain from voting in favour at such general meeting.

7. EXERCISE PERIOD AND PERFORMANCE TARGET

Subject to paragraphs 9, 10, 11 and 12 and such other terms and conditions upon which such Option is granted, an Option may be exercised in accordance with the terms of the New 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 expire not later than ten (10) years from the date of grant of the Option, subject to any restrictions or conditions on the exercise of the Option as the Board may determine.

There is no provision in the New 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.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

8. NON-TRANSFERABILITY

An Option shall be personal to the Grantee and shall not be assignable nor transferable 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 or enter into any agreement to do so. Any breach of the foregoing by the Grantee shall entitle the Company to immediately cancel any Option granted to such Grantee (to the extent not already exercised) without the consent of the relevant Grantee.

9. RIGHTS ON CEASING TO BE A PARTICIPANT OR ON DEATH OR DISABILITY

• (i) Where the Grantee ceases to be a Participant for any reason other than his or her death or the termination of his or her employment, directorship, office or appointment on one or more of the grounds specified in paragraph 16(d) below, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) within the period of three (3) months, or such other period as the Board may determine, following the date of such cessation, which date shall be the last actual working day with the Relevant Company whether salary is paid in lieu of notice or not, or the last date of office or appointment as director of the Relevant Company, as the case may be, in the event of which, the date of cessation as determined by a resolution of the board of directors or governing body of the Relevant Company shall be conclusive.

• (ii) Where the Grantee ceases to be a Participant by reason of death or disability and none of the events which would otherwise be a ground for termination of his or her employment, directorship, office or appointment under paragraph 16(d) below arises, the legal personal representative(s) of the Grantee or the Grantee, as the case may be, shall be entitled within a period of twelve (12) months following the date of death or disability of the Grantee, or such other period as the Board may determine, to exercise the Option up to the entitlement of such Grantee at the date of death or disability (to the extent not already exercised).

• (iii) Where the Grantee is a Participant of a Relevant Company at the time of the grant of the relevant Option, in the event that such Grantee shall cease to be a Participant of the Relevant Company but immediately following such cessation becomes, or continues to be, a Participant of another member of the Eligible Group, then the Option (to the extent exercisable and not exercised) shall remain exercisable until its expiry in accordance with the provisions of the New Share Option Scheme and the terms and conditions upon which such Option is granted unless the Board shall determine to the contrary.

10. WINDING-UP

In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purposes of considering and, if thought fit, approving a

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

resolution to voluntarily wind-up the Company, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, the Company shall on the same date as or soon after it despatches such notice to convene the Shareholders’ meeting, give notice thereof to all Grantees. Each Grantee (or the Grantee’s legal personal representative(s)) may by notice in writing to the Company (such notice to be received by the Company not later than four (4) business days prior to the proposed date of the Shareholders’ meeting) exercise all or any of his or her Options (to the extent which has become exercisable and not already exercised), such notice to be accompanied by a payment for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given, whereupon 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 referred to above, allot and issue the relevant Shares to the Grantee credited as fully paid.

11. GENERAL OFFER

If a general offer (whether by way of a take-over offer or otherwise in 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) and the terms and conditions of such offer have, within four (4) months after the making of the offer on that behalf by the offeror, been approved by the Shareholders of not less than nine-tenths in value of the Shares whose transfer is involved (other than Shares already held at the date of the offer by, or by a nominee for, the offeror or its subsidiary), and the offeror has, pursuant to the Companies Act 1981 of Bermuda (as amended), if applicable, at any time within two (2) months beginning with the date on which such approval is obtained, given notice to any dissenting Shareholder that it desires to acquire the Shares, the Grantee (or his or her legal personal representative(s)) may by notice in writing to the Company within fourteen (14) days of the offeror’s notice exercise the Option to its full extent or to the extent specified in the Grantee’s notice.

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 the Shareholders at the requisite meetings, the Grantee may thereafter (but before such time as shall be notified by the Company) exercise the Option by notice in writing to the Company (to the extent not already exercised) to its full extent or to the extent specified in the Grantee’s notice.

12. COMPROMISE OR ARRANGEMENT WITH MEMBERS OR CREDITORS

If a compromise or arrangement (including any process having similar effect) between the Company and the Shareholders or its creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all Grantees on the same date as it despatches the notice which is sent to each Shareholder or creditor of the Company summoning a meeting to consider such a compromise or arrangement, and thereupon each Grantee (or his or her legal personal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of two (2) months thereafter and the date on which such compromise or arrangement is sanctioned by the court, exercise any of his or her Options whether in full or in part, but the exercise of an

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee (or his or her legal personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

13. ADJUSTMENTS

Subject to paragraphs 4 and 5, in the event of capitalisation issue, rights issue, consolidation, sub-division, or reduction of the share capital of the Company or otherwise howsoever in accordance with legal requirements and requirements of the Stock Exchange whilst any Option remains exercisable (excluding any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in respect of a transaction to which the Company is a party), such corresponding alterations (if any) shall be made to:

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

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

• (iii) the subscription price per Share at which a Grantee may subscribe for Shares on the exercise of an Option; and/or

• (iv) the method of exercise of the Options (if applicable),

as an independent financial adviser or the auditor of the Company shall confirm in writing to the Directors, either generally or as regards any particular Grantee that any such alterations shall satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules and shall give a Grantee the same proportion of the issued shares of the Company as that to which the Grantee was previously entitled, provided that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. The capacity of the independent financial adviser or the auditor of the Company in this paragraph 13 is that of experts and not of arbitrators and their confirmation shall, in the absence of manifest error, be final and binding on the Company and the Grantees.

14. ALTERATION OF THE NEW SHARE OPTION SCHEME

• (a) Subject to sub-paragraph 14(b) below, the New Share Option Scheme may be altered in any respect by resolution of the Board except that the provisions of the New Share Option Scheme as to, among others, the definitions of “Adoption Date”, “Eligible Group”, “Grantee”, “Option Period” and “Participant” and the provisions relating to the matters governed by Rule 17.03 of the Listing Rules shall not be altered to extend the class of persons eligible for the grant of Options or to the advantage of Grantees or prospective Grantees except with the prior sanction of a resolution of the Company in general meeting provided that no

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the Shareholders under the constitutional documents for the time being of the Company for a variation of the rights attached to the Shares.

• (b) Any alteration to the terms and conditions of the New Share Option Scheme, which is of a material nature or any change to the terms of Options granted, shall be approved by the Shareholders in general meeting, except where the alteration takes effect automatically under the existing terms of the New Share Option Scheme.

• (c) Any change to the authority of the Directors or scheme administrators of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

• (d) The amended terms of the New 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 in all respects with the fully paid Shares in issue on the date of allotment 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, the first day of the re-opening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment, or if later, before the date of registration of the allotment in 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 relevant Option Period;

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

• (c) subject to the compromise or arrangement becoming effective, the expiry of the period referred to in paragraph 12;

• (d) except as otherwise determined by the Board, the date on which the Grantee ceases to be a full-time employee or part-time employee, director, executive,

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

officer of the Relevant Company by reason of the termination of his or her employment, directorship, office or appointment on the grounds that he or she has been guilty of misconduct, or has committed any act of bankruptcy, or has become insolvent, or has made any arrangements 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 the Relevant Company would be entitled to terminate the Grantee’s employment, directorship or office or appointment at common law or pursuant to such laws applicable or under the Grantee’s service contract or contract of appointment with the Relevant Company. A resolution of the board of directors or governing body of the Relevant Company to the effect that the employment or directorship or office or appointment of a Grantee has or has not been terminated on one or more of the grounds specified in this sub-paragraph 16(d) shall be conclusive;

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

• (f) the date on which the Grantee commits a breach of paragraph 8; or

• (g) the date on which the Option is cancelled by the Board as provided in paragraph 20.

17. CONDITIONS

The New Share Option Scheme shall take effect subject to the following conditions:

• (a) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the Shareholders in general meeting; and

• (b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options that may be granted under the New Share Option Scheme.

18. TERM OF THE NEW SHARE OPTION SCHEME

Subject to paragraphs 17 and 21, the New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the date on which it is conditionally adopted by resolution of the Shareholders in general meeting (the “Scheme Period”), after which period no further Options will be granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect and Options which are granted during the Scheme Period may continue to be exercisable in accordance with the provisions of the New Share Option Scheme.

19. RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

Subject to the Listing Rules and other applicable laws and regulations as may be in force from time to time, any grant of Option may not be made after inside information (as defined

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

in the Listing Rules) has come to the knowledge of the Company until such inside information has been announced. In particular, no Option may be granted during the period commencing one (1) month immediately preceding the earlier of (a) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the last date on which the Company must announce its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement. The period during which no Option may be granted includes any period of delay in publishing the results announcement.

20. CANCELLATION OF OPTIONS

Without prejudice to paragraph 8, the Board may, with the consent of the relevant Grantee, at any time at its absolute discretion cancel any Option granted but not exercised. Where the Company cancels Options pursuant to this paragraph and makes an Offer to the same Option holder, the Offer may only be made under the New Share Option Scheme with available Options (to the extent not yet granted and excluding the cancelled Options) within the limit approved by the Shareholders as mentioned in paragraph 4.

21. EARLY TERMINATION

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event, no further Options will be offered but the Options already granted thereunder may, subject to the terms of the New Share Option Scheme, continue to be exercisable in accordance with their terms of issue and in all other respects, the provisions of the New Share Option Scheme shall remain in full force and effect.

22. ADMINISTRATION

The New Share Option Scheme shall be subject to the administration of the Administration Committee. Subject to the requirements of the Listing Rules and the terms of the New Share Option Scheme, the Administration Committee shall have the right to interpret and construe the provisions of the New Share Option Scheme and make such other decisions, determinations or regulations as it shall deem appropriate in the administration of the New Share Option Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [192 x 43] 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 Thursday, 23 June 2016 at 12:00 noon 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 2015.

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

   • (i) Mr. WONG Kin Yip, Freddie as director;

   • (ii) Mr. KAN Chung Nin, Tony as director;

   • (iii) Ms. IP Kit Yee, Kitty as director; and

   • (iv) Mr. WONG San 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 the remuneration of the auditor.

• For identification purpose only

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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 which is 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.”

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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

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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).”

1. ‘‘ THAT conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any new ordinary shares in the capital of the Company (“Shares”) which may fall to be issued pursuant to the exercise of options that may be granted under the share option scheme of the Company (the “New 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 24 May 2016):

2. (a) the New Share Option Scheme be and is hereby approved and adopted; and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the Directors be and are hereby authorised to grant options to subscribe for Shares under the New Share Option Scheme, to allot, issue and deal with Shares which fall to be issued pursuant to the exercise of options that may be granted under the New Share Option Scheme and to do all such acts and things as they consider necessary or expedient to give effect to the New Share Option Scheme.”

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

Hong Kong, 24 May 2016

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 (the “Listing Rules”) and the results of the poll 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 (if he is a holder of two or more shares) more than one proxies 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 completed 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 Tuesday, 21 June 2016 to Thursday, 23 June 2016, 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 Monday, 20 June 2016.

• (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 of the Company dated 24 May 2016.

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