Midland Holdings Limited — Proxy Solicitation & Information Statement 2017

May 25, 2017

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 BUY BACK SHARES AND TO ISSUE SHARES AND

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.

26 May 2017

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	– Biographical Details of Retiring Directors Proposed for Re-election . . . .	11
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 held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Wednesday, 28 June 2017 at 12:00 noon

• “Board” the board of Directors

• “Buy-back Mandate” a general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to buy back on the Stock Exchange, or on any other approved 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

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

• “CG Code” Corporate Governance Code set out in Appendix 14 to the Listing Rules

• “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

– 1 –

DEFINITIONS

“Issue Mandate”

• 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

• “Latest Practicable Date”

• 22 May 2017, 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

• “Midland IC&I” Midland IC&I Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

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

• “Share(s)” ordinary share(s) with par value 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

• “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.

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LETTER FROM THE BOARD

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Midland Holdings Limited 美聯集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Executive Directors:

Mr. WONG Kin Yip, Freddie (Chairman) 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

Non-Executive Director: Ms. IP Kit Yee, Kitty

Independent Non-Executive Directors: Mr. KOO Fook Sun, Louis Mr. SUN Tak Chiu Mr. WONG San

Registered Office: Clarendon House 2 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

26 May 2017

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND 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 Wednesday, 28 June 2017. These include, inter alia, ordinary resolutions relating to (i) the granting to the Directors the Buy-back Mandate and the Issue Mandate; and (ii) the re-election of the retiring Directors.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

THE BUY-BACK MANDATE AND THE ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Buy-back Mandate to exercise all the powers of the Company to buy back on the Stock Exchange, or on any other approved 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, details of which are set out in resolution no. 4 in the notice of the AGM). For clarity, any Shares bought back through any exercise of the Buy-back 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, 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 consecutive 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 bought back before the AGM, the Company will be allowed under the Issue Mandate to issue up to a maximum of 71,804,600 Shares.

The Buy-back 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 Buy-back 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, Ms. TANG Mei Lai, Metty, Mr. KOO Fook Sun, Louis and Mr. SUN Tak Chiu shall retire by rotation at the AGM in accordance with bye-law 87 of the Bye-Laws and, being eligible, shall offer themselves for re-election.

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LETTER FROM THE BOARD

Mr. KOO and Mr. SUN have served as Independent Non-Executive Director for more than 9 years since September 2004. Pursuant to code provision A.4.3 of the CG Code, (a) having served the company for more than 9 years could be relevant to the determination of an independent non-executive director’s independence and (b) if an independent non-executive director has served more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders.

Mr. KOO has extensive experience in investment banking and professional accounting, while Mr. SUN has over 30 years of experience in the fields of accounting, securities industries and corporate finance. They both bring their valuable experience to the Board, the Audit Committee, the Nomination Committee and the Remuneration Committee for promoting the best interests of the Company and the Shareholders. Alongside with the other Independent Non-Executive Directors, Mr. KOO and Mr. SUN made objective decisions and contribute to ensuring the interests of all Shareholders and that relevant issues are subject to objective and dispassionate consideration by the Board.

The Company has continued to receive confirmation of independence from each of Mr. KOO and Mr. SUN pursuant to Rule 3.13 of the Listing Rules. They both serve less than six public company boards and have full attendance to the meetings of the Board and the Board Committees they served for the financial years ended 31 December 2015 and 2016. The Nomination Committee has assessed and is satisfied of their independence and after considering their respective contributions, experience, expertise and independence recommended the re-election of each of Mr. KOO and Mr. SUN.

The Risk Committee and the Board consider that Mr. KOO and Mr. SUN have not engaged in any executive management of the Group and remain independent of management and free of any relationships which would interfere with the exercise of their independent judgements and are satisfied that each of Mr. KOO and Mr. SUN still has the required character, integrity, experience and knowledge to continue fulfilling the role of Independent Non-Executive Director effectively. Taking into consideration of the above factors and their in-depth understanding in the business sectors in which the Company operates, the Board resolved that each of Mr. KOO and Mr. SUN continues to be independent under the Listing Rules and should be re-elected as a Director at the AGM. Re-appointment of each of Mr. KOO and Mr. SUN will be subject to a separate resolution to be approved by the Shareholders at the AGM in accordance with the CG Code.

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

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). 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 results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.midland.com.hk) 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 Buy-back 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

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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 Buy-back 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 Buy-back Mandate and on the basis that no further Shares are issued or bought back before the AGM, the Company will be allowed to buy back 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 Buy-back Mandate.

2. REASONS FOR BUY-BACKS

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 buy back its Shares on the Stock Exchange, or on any other approved stock exchange on which the Shares may be listed. Such buy-backs 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 buy-back will benefit the Company and the Shareholders.

3. FUNDING OF BUY-BACKS

Buy-backs made pursuant to the Buy-back 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 2016) in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back 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.

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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 12 months preceding the Latest Practicable Date:

	Share prices (per Share)	Share prices (per Share)
Month	Highest	Lowest
	HK$	HK$
2016
May	2.422	1.717
June	1.943	1.699
July	2.350	1.853
August	2.304	2.088
September	2.621	2.169
October	2.639	2.359
November	2.612	1.988
December	2.440	1.940
2017
January	2.020	1.940
February	2.220	1.930
March	2.440	2.070
April	2.260	2.040
May (up to and including the Latest Practicable Date)	2.050	1.970

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 Buy-back 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 Buy-back 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 Buy-back 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.

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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% 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 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 Buy-back 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% – – – 82,025,000 (Note 4) 82,025,000 11.42% 12.69% – – – 82,025,000 (Note 4) 82,025,000 11.42% 12.69% 75,666,000 – – – 75,666,000 10.54% 11.71%

Notes:

1. These Shares were held by Sunluck Services Limited which is indirectly wholly owned by Mr. WONG Kin Yip, Freddie 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 82,025,000 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 82,025,000 Shares. MFS was a 93.36% 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 82,025,000 Shares was duplicated in the interest of SLF.

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EXPLANATORY STATEMENT

APPENDIX I

In the event that the Directors exercised in full the power to buy back Shares which is proposed to be granted to the Directors pursuant to the Buy-back 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 Rules 26 and 32 of the Takeovers Code and would not reduce the number of Shares held by the public to less than 25% of the issued Shares.

6. BUY-BACKS OF SHARES MADE BY THE COMPANY

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

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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:

Ms. TANG Mei Lai, Metty , aged 61, has been the Executive Director of the Company since December 2005. She was the Deputy Chairman of the Company from December 2005 to March 2011.

Ms. TANG joined the Group in 2004 and is responsible for the overall corporate development as well as investment strategy and management of the Group.

Ms. TANG has been the Non-Executive Director of Midland IC&I, the Company’s listed associate, since December 2014 and was the Chairman of Midland IC&I from September 2008 to October 2016. She had also been an Executive Director and the Managing Director of Midland IC&I since September 2008 and October 2008 respectively before her re-designation as Non-Executive Director of Midland IC&I in December 2014.

Ms. TANG is currently the director, president and honorary member of Midland Charitable Foundation Limited.

Ms. TANG is a director of Sunluck Services Limited and Southern Field Trading Limited which are substantial shareholders of the Company within the meaning of Part XV of the SFO. She is the spouse of Mr. WONG Kin Yip, Freddie, the Chairman, Executive Director and substantial shareholder of the Company, and the mother of Ms. WONG Ching Yi, Angela, the Deputy Chairman, Managing Director and Executive Director of the Company.

Save as disclosed above, as at the Latest Practicable Date, Ms. TANG did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last 3 years and does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. TANG has a personal interest of 7,209,160 underlying Shares and spouse interests of 185,830,144 Shares and 7,209,160 underlying Shares within the meaning of Part XV of the SFO.

The term of appointment of Ms. TANG as an Executive Director is 3 years commencing from 1 January 2016, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Under Ms. TANG’s service agreement with the Company, she is entitled to a director’s fee of HK$280,000 per annum, discretionary bonus and a year-end profit sharing bonus. The remuneration package of Ms. TANG was determined by the Board on recommendation of the Remuneration Committee of the Company with reference to her experience, duties and responsibilities, time commitment and the prevailing market conditions.

Mr. KOO Fook Sun, Louis , aged 60, has been the Independent Non-Executive Director of the Company since September 2004. He is also the Chairman of the Audit Committee and the Nomination Committee and a member of the Remuneration Committee of the Company.

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

Mr. KOO is the founder and the managing director of Hercules Capital Limited, a corporate finance advisory firm. Mr. KOO has many years of experience in investment banking and professional accounting. He was a managing director and head of the corporate finance department of a major international bank, a director and chief executive officer of a Main Board listed company.

Mr. KOO graduated with a bachelor’s degree in business administration from the University of California at Berkeley, and is a member of the Hong Kong Institute of Certified Public Accountants.

He currently also serves as an Independent Non-Executive Director of another four companies listed on the Main Board of the Stock Exchange, namely Good Friend International Holdings Inc., Li Ning Company Limited, Xingda International Holdings Limited and Winfull Group Holdings Limited.

Save as disclosed above, as at the Latest Practicable Date, Mr. KOO did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last 3 years and does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. KOO has a personal interest of 150,000 underlying Shares within the meaning of Part XV of the SFO.

The term of appointment of Mr. KOO as an Independent Non-Executive Director is one and a half years commencing from 24 March 2017, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Under Mr. KOO’s appointment agreement with the Company, he is entitled to an annual director’s fee of HK$260,000. The remuneration package of Mr. KOO was determined by the Board on recommendation of the Remuneration Committee of the Company with reference to his experience, duties and responsibilities, time commitment and the prevailing market conditions.

Mr. SUN Tak Chiu , aged 54, has been the Independent Non-Executive Director of the Company since September 2004. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company.

Mr. SUN has over 30 years of experience in the fields of accounting, securities industries and corporate finance. Mr. SUN holds a bachelor’s degree in law and a master’s degree in business administration. He is a fellow member of the Hong Kong Institute of Certified Public Accountants as well as the Association of Chartered Certified Accountants, an associate member of the Chartered Institute of Management Accountants, and a member of the Hong Kong Securities and Investment Institute.

Save as disclosed above, as at the Latest Practicable Date, Mr. SUN did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last 3 years and does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company.

– 12 –

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

As at the Latest Practicable Date, Mr. SUN has a personal interest of 150,000 underlying Shares within the meaning of Part XV of the SFO.

The term of appointment of Mr. SUN as an Independent Non-Executive Director is 1 year commencing from 24 March 2017, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Under Mr. SUN’s appointment agreement with the Company, he is entitled to an annual director’s fee of HK$260,000. The remuneration package of Mr. SUN was determined by the Board on recommendation of the Remuneration Committee of the Company 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 is there other information that required to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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Midland Holdings Limited 美聯集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

NOTICE 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 Wednesday, 28 June 2017 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 2016.

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

   • (i) Ms. TANG Mei Lai, Metty as director;

   • (ii) Mr. KOO Fook Sun, Louis as director (who has served as an independent non-executive director of the Company for more than 9 years); and

   • (iii) Mr. SUN Tak Chiu as director (who has served as an independent non-executive director of the Company for more than 9 years).

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.

5. For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass 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 buy back 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 approved 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 bought back or agreed conditionally or unconditionally to be bought back 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 bought back 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 consecutive 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).”

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

Hong Kong, 26 May 2017

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 2 Church Street Hamilton HM 11 Bermuda

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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 will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

• (b) A member entitled to attend and vote at the Meeting 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 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. 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 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 Friday, 23 June 2017 to Wednesday, 28 June 2017, 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 Thursday, 22 June 2017.

• (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 26 May 2017.

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