Midland Holdings Limited - Proxy Solicitation & Information Statement 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Midland Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [195 x 42] intentionally omitted <==

Midland Holdings Limited 美聯集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023) AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular. A letter from the Board is set out on pages 4 to 13 of this circular, a letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 14 to 15 of this circular and a letter from Amasse Capital (as the Independent Financial Adviser) containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 31 of this circular.

A notice convening the SGM to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 16 August 2024 at 12:00 noon is set out on pages 37 to 38 of this circular. A proxy form for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon. The duly 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 delivered to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM, or any adjourned meeting thereof.

23 July 2024

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from Amasse Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37

– i –

DEFINITIONS

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

“2023 Circular”
the circular of the Company dated 22 December 2023 in relation to the Cross Referral Services Framework Agreement (2023) entered into between the Company and Legend Upstar
“associate(s)”
has the meaning ascribed to it under the Listing Rules
“Board”
the board of Directors
“close associate(s)”
has the meaning ascribed to it under the Listing Rules
“Company”
Midland Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1200)
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Cross Referral Services Framework Agreement (2023)”
the cross referral services framework agreement dated 6 December 2023 entered into between the Company and Legend Upstar for a period of three years from 1 January 2024 to 31 December 2026
“Cross Referral Transactions”
the cross referral services transactions between the Group and the Legend Upstar Group in relation to estate agency businesses
“Director(s)”
the director(s) of the Company
“Existing Annual Caps”
the maximum annual referral fees from or to the Legend Upstar Group by the Group under the Cross Referral Services Framework Agreement (2023) for the three years ending 31 December 2026 as previously approved at a special general meeting of the Company held on 17 January 2024, the particulars of which are set out in the section headed “3. Revision of the Existing Annual Caps” in the Letter from the Board of this circular
“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 PRC

– 1 –

DEFINITIONS

“Independent Board Committee”
the independent committee of the Board, comprising three independent non-executive Directors, namely, Mr. HO Kwan Tat, Ted, Mr. SUN Tak Chiu and Mr. CHAN Nim Leung Leon
“Independent Financial Adviser” or “Amasse Capital”
Amasse Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by the Company for the purpose to advise the Independent Board Committee and the Independent Shareholders in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder
“Independent Shareholders”
Shareholders other than Mr. Wong and any of his associates and any other Shareholders who have a material interest and are required to abstain from voting at the SGM in accordance with the Listing Rules
“Latest Practicable Date”
17 July 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Legend Upstar” Legend Upstar Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 459)
“Legend Upstar Group” Legend Upstar and its subsidiaries
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Wong”
Mr. WONG Kin Yip, Freddie, the Chairman and an executive Director of the Company
“percentage ratios”
has the meaning ascribed to it under the Listing Rules
“PRC”
the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

– 2 –

DEFINITIONS

“Revised Annual Caps”

the proposed revised maximum annual referral fees from the Group to the Legend Upstar Group under the Cross Referral Services Framework Agreement (2023) for the three years ending 31 December 2026, the particulars of which are set out in the section headed “3. Revision of the Existing Annual Caps” in the Letter from the Board of this circular

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

“SGM”

the special general meeting of the Company to be held to consider and, if thought fit, approve the Revised Annual Caps and the Cross Referral Transactions thereunder at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 16 August 2024 at 12:00 noon

“Share Option(s)” share option(s) granted pursuant to the share option scheme adopted by the Company on 23 June 2016

“Share(s)”

the ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

“Shareholder(s)”

holder(s) of Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “%” per cent.

– 3 –

LETTER FROM THE BOARD

==> picture [195 x 42] intentionally omitted <==

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. WONG Ching Yi, Angela (Deputy Chairman and Managing Director)

Mr. WONG Tsz Wa, Pierre (Managing Director) Mr. SZE Ka Ming (Chief Financial Officer)

Independent Non-Executive Directors:

Mr. HO Kwan Tat, Ted Mr. SUN Tak Chiu Mr. CHAN Nim Leung Leon

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

23 July 2024

To the Shareholders

Dear Sirs/Madams,

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023) AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 11 July 2024 in relation to the revision of the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group under the Cross Referral Services Framework Agreement (2023).

The purposes of this circular are to provide you with (i) information relating to details of the Cross Referral Transactions and the Revised Annual Caps; (ii) the recommendation of the Independent Board Committee after having considered the advice of the Independent Financial Adviser in relation to the Revised Annual Caps and the Cross Referral Transactions thereunder; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) the notice of the

– 4 –

LETTER FROM THE BOARD

SGM to consider and, if thought fit, approve the Revised Annual Caps and the Cross Referral Transactions thereunder; and (v) other information as required under the Listing Rules.

2. BACKGROUND

Reference is made to the 2023 Circular in relation to the Cross Referral Services Framework Agreement (2023) entered into between the Company and Legend Upstar, pursuant to which members of the Group and the Legend Upstar Group may carry on the Cross Referral Transactions for a period of three years from 1 January 2024 to 31 December 2026 in compliance with the Listing Rules.

The principal terms of the Cross Referral Services Framework Agreement (2023) are as follows:

Date

6 December 2023

Parties

(a) the Company; and
(b) Legend Upstar

Term

The Cross Referral Services Framework Agreement (2023) is valid for a term of three years from 1 January 2024 to 31 December 2026.

Details of the transactions under the Cross Referral Services Framework Agreement (2023)

The transactions under the Cross Referral Services Framework Agreement (2023) are essentially referrals of business opportunities in property transactions between members of the Group and the Legend Upstar Group for estate agency services. Pursuant to the Cross Referral Services Framework Agreement (2023):

(a) the Group has the right (but not obligation) to introduce, refer and communicate to the relevant member(s) of the Legend Upstar Group any business opportunity relating to or falling within the Legend Upstar Group’s estate agency business; and
(b) similarly, the Legend Upstar Group also has the right (but not obligation) to introduce, refer and communicate to the relevant member(s) of the Group any business opportunity relating to or falling within the Group’s estate agency business.

– 5 –

LETTER FROM THE BOARD

Each referral is made on a case-by-case basis and is customer-driven (e.g. if an estate agent of the Group is approached by a customer seeking industrial and commercial properties for instance that the Group does not have available listings, the referring agent may make a referral to an estate agent with the suitable property listings whom the referring agent has a working relationship with, e.g. an agent of the Legend Upstar Group, to address the customer’s needs). There is no commitment on any member of the Group or the Legend Upstar Group to refer to the other any number or value of transactions under the Cross Referral Services Framework Agreement (2023). The terms and conditions of each referral transaction will be evidenced by individual written agreements subject to the terms of the Cross Referral Services Framework Agreement (2023).

Referral fee and pricing policy

The party initiating the referral (hereinafter the “ referor ”) is entitled to a referral fee from the party accepting such referral (hereinafter the “ referee ”) by way of splitting the relevant commission income actually received, which will normally be received by the referee from the customer first. For instance, if the estate agent of the Group has referred a transaction to the Legend Upstar Group’s agent, the Legend Upstar Group as the referee will initially receive the entire commission income from the customer, before proceeding to split such commission income with the Group as the referor.

The allocation of such commission income to be split between the Group and the Legend Upstar Group will be negotiated beforehand on a case-by-case and on arm’s length basis following the terms of the Cross Referral Services Framework Agreement (2023) and pricing principles below:

(a) the allocation of commission income shall be on normal commercial terms or better, that is, terms which a party could obtain if the transaction were negotiated on an arm’s length basis or on terms as considered by each of the Group and the Legend Upstar Group to be no less favourable to it than terms available to or from (as appropriate) its respective independent third parties, and neither the Group nor the Legend Upstar Group is required to consider the favourableness of such terms with respect to one another;
(b) the starting point in determining the initial allocation of commission income received in each individual property transaction will be the following reference ratios in line with market practice for the different type of property transaction involved:

Property transaction involved Reference ratio (%) Referor to receive Referee to receive Primary property transaction Between 70% to 90% Between 30% to 10% Secondary property transaction 50% 50%

– 6 –

LETTER FROM THE BOARD

(c) such reference ratios may be adjusted based on the negotiation between the parties on arm’s length and case-by-case basis, after taking into account relevant factors specific to the transaction including:
(1) the characteristics, nature and value of any properties involved, such as the geographical locations, types, usages, areas or other objective features of the properties, as well as the subjective requirements of the specific customers (e.g. a party acting for the vendor of a unique and high value property is likely to be able to bargain for higher commission income);
(2) the expected workload of the respective agents relative to each other;
(3) the exclusive nature of the estate agency and consultancy services involved under the engagements with the individual customers (e.g. a party acting for the vendor may bargain for higher commission income if he acts as a sole and exclusive agent for the vendor) and the significance of the respective agents in finalising the transaction; and
(4) other factors (e.g. in some cases, the developer may set a sales target which, if met, will enable the estate agent for the developer to get a higher commission rate for all the transactions – in such case, when it is close to the said sales target, the estate agent for the developer may be willing to give a higher proportion of the commission income to the estate agent referring the purchaser so that the said sales target can be achieved);
(d) the commission income allocations proposed by individual estate agents will be submitted to the respective branch managers of such agents, who will review and, if appropriate, approve the same with reference to the above criteria based on the following:
(1) where there are comparable factors in past referral transactions with independent-third-party estate agents:

The branch managers would compare the commission income allocations and the terms of the transactions under the Cross Referral Services Framework Agreement (2023) with past transactions of the Group with independent-third-party estate agents, particularly those made under the then prevailing circumstances insofar as they are available.

– 7 –

LETTER FROM THE BOARD

(2) where a factor has no comparable reference in past referral transactions with independent-third-party estate agents:

If factors mentioned under paragraphs (c)(1) to (4) above have no immediately applicable comparable reference, it will be carefully reviewed in view of the arm’s length negotiations between the parties, bearing in mind that the allocation of commission income shall be on normal commercial terms or better as set out in paragraph (a) above.

(e) the commission income allocation ratio for each transaction, when finalised after considering the above factors, will be recorded; and
(f) the commission income allocations for the transactions made under the Cross Referral Services Framework Agreement (2023) will be checked and reviewed by the respective management of the Group and the Legend Upstar Group from time to time. Annually, the said transactions conducted during the year will also be reviewed by the Group and the Legend Upstar Group respectively in compliance with the relevant requirements in the Listing Rules.

For reference, for primary market transactions, approximately 80.4%, 76.9% and 82.8% of allocation ratio of commission income fell in the range of 70% to 90% for the referor and 30% to 10% for the referee during the years ended 31 December 2021, 2022 and 2023, respectively. For secondary market transactions, approximately 74.2%, 76.6% and 81.1% of allocation ratio of commission income between the referor and referee was 50:50 during the years ended 31 December 2021, 2022 and 2023 respectively.

As income of estate agents in Hong Kong is in a large part derived from commission income, the agents from each of the referor and referee group, which are supervised by different sales management teams of the respective group, are expected to be self-motivated to secure an allocation ratio to the best of such agent’s respective interests at the time when negotiating for the commission income such that any referral transaction concluded following such negotiations will be on an arm’s length basis for each group.

Since the approval of the Existing Annual Caps, the demand for residential properties especially the primary market increased and the number of referrals from the Legend Upstar Group to the members of the Group for estate agency services in 2024 was higher than anticipated. In view of the above and based on the information currently available, on 11 July 2024, the Board resolved to revise the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026.

– 8 –

LETTER FROM THE BOARD

3. REVISION OF THE EXISTING ANNUAL CAPS

The table below sets forth the Existing Annual Caps, the Revised Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026, and the actual transaction amount for the period from 1 January 2024 to 31 May 2024:

Referral fees from the Group to	1 Jan 2024 to	1 Jan 2025 to	1 Jan 2026 to
the Legend Upstar Group	31 Dec 2024	31 Dec 2025	31 Dec 2026
	(HK$ million)	(HK$ million)	(HK$ million)
Existing Annual Caps	31.0	31.0	31.0
Actual transaction amount up
to 31 May 2024	19.7	–	–
Revised Annual Caps	52.0	52.0	52.0

The Existing Annual Caps for the year ending 31 December 2024 under the Cross Referral Services Framework Agreement (2023) have not yet been exceeded as at the Latest Practicable Date.

Save for the revision of the aforesaid Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group, all other terms and conditions of the Cross Referral Services Framework Agreement (2023) as disclosed in the 2023 Circular remain unchanged.

Historical amounts and basis for determining the Revised Annual Caps

The Revised Annual Caps for the Group in relation to the transactions
contemplated under the Cross Referral Services Framework Agreement (2023) were determined by the Group with reference to factors including: (a) the latest transaction amounts: from 1 January 2024 to 31 May 2024, the actual amount of referral fees to the Legend Upstar Group from the Group under the Cross Referral Services Framework Agreement (2023) was approximately HK$19.7 million, representing approximately 64% of the Existing Annual Caps for the year ending 31 December 2024; and
(b) adjustment for potential business growth and property market and economic factors which, if materialises, are reasonably expected to impact property transactions, including:
- (i) the volatility of the property market in Hong Kong contributing to increases in transaction volume and/or value; and
- (ii) the outlook of the local economic conditions and other market sentiments, such as possible interest rate cuts.

– 9 –

LETTER FROM THE BOARD

The Group considers that the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group should be increased to provide greater flexibility for the management of the Group to act fast and efficiently and, by working closely with the Legend Upstar Group, to capture new business opportunities in the market if and should they arise.

The Board has reviewed the Existing Annual Caps in respect of the referral fees from the Legend Upstar Group to the Group, being HK$82.0 million for each of the three years ending 31 December 2024, 2025 and 2026, and considered for the time being that they will remain sufficient for each relevant period, and no revision will presently be made to such caps.

4. REASONS FOR AND BENEFITS OF REVISION OF THE EXISTING ANNUAL CAPS

The Existing Annual Caps were set in December 2023 and determined by the Company with reference to the historical transaction amounts between the Group and the Legend Upstar Group for the period from 2013 to 2022. During this period, the Hong Kong property market was under tighter control measures.

As disclosed in the positive profit alert announcement of the Company dated 26 June 2024, following the removal of substantial tightening measures, the initial market response has been strong. The demand for residential properties (especially the primary market) has increased and the number of referrals from the Legend Upstar Group to the members of the Group for estate agency services in the first half of 2024 has been higher than anticipated. Therefore, the Board considers it prudent to adjust the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026 in case the Existing Annual Caps are insufficient.

The Directors consider that the Cross Referral Transactions are, and will continue to be, on normal commercial terms and in the ordinary and usual course of business of the Group, and the terms of the Cross Referral Transactions and the Revised Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

5. INTERNAL CONTROL MEASURES

To ensure that the transactions contemplated under the Cross Referral Services Framework Agreement (2023) will be conducted in accordance with its terms and the pricing policy and within the Revised Annual Caps and the Existing Annual Caps in respect of the referral fees from the Legend Upstar Group to the Group, the Group will continue to adopt the following internal control procedures to monitor the transactions contemplated under the Cross Referral Services Framework Agreement (2023):

(a) the aggregate amount of referral fees to and from the Legend Upstar Group will be updated on a monthly basis for appraising the latest unutilised amounts available under the Revised Annual Caps and the Existing Annual Caps in respect of the referral fees from the Legend Upstar Group to the Group for the relevant period;

– 10 –

LETTER FROM THE BOARD

(b) the terms and commission income allocations for the transactions under the Cross Referral Services Framework Agreement (2023) will be reviewed by the Group from time to time to ensure they are on normal commercial terms or better (i.e. terms obtainable on an arm’s length basis or terms no less favourable to the Group than those available to or from independent third parties); and
(c) annually, the transactions made under the Cross Referral Services Framework Agreement (2023) conducted during the year will also be reviewed by the independent non-executive Directors and reported by the auditors of the Company in compliance with the relevant requirements in Chapter 14A of the Listing Rules.

6. LISTING RULES IMPLICATIONS

Mr. Wong (the Chairman and an executive Director), who is indirectly interested in approximately 37.03% of all issued Shares in the Company, is indirectly interested in approximately 61.37% of all issued shares in Legend Upstar and as such Legend Upstar is an associate of Mr. Wong and a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Cross Referral Services Framework Agreement (2023) will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.54 of the Listing Rules, if the Company intends to revise the Existing Annual Caps, it will be required to re-comply with the relevant provisions of Chapter 14A of the Listing Rules in respect of the relevant continuing connected transactions.

As the highest applicable percentage ratio (other than the profits ratio) calculated based on the highest of the Revised Annual Caps exceeds 5%, the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2023) will be subject to the reporting, annual review, announcement, circular (including independent financial advice) and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Mr. Wong and any of his associates will abstain from voting in relation to the resolution approving the Revised Annual Caps and the Cross Referral Transactions thereunder at the SGM.

Mr. Wong and Ms. WONG Ching Yi, Angela are executive directors of both the Company and Legend Upstar; Mr. SZE Ka Ming, an executive Director of the Company, held directorships in members of the Legend Upstar Group. Accordingly, given the common directorships of Mr. Wong and Ms. WONG Ching Yi, Angela in both the Company and Legend Upstar, and given Mr. SZE Ka Ming’s directorships in members of the Legend Upstar Group, each of Mr. Wong, Ms. WONG Ching Yi, Angela and Mr. SZE Ka Ming were required to abstain and had abstained from voting on the resolutions of the Board in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder.

– 11 –

LETTER FROM THE BOARD

7. SGM AND BOOK CLOSURE

A notice convening the SGM to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 16 August 2024 at 12:00 noon is set out on pages 37 to 38 of this circular. At the SGM, the resolution in the terms set out in the notice of SGM will be proposed to the Independent Shareholders to consider and, if thought fit, approve the Revised Annual Caps and the Cross Referral Transactions thereunder. Votes on the resolution will be taken by poll at the SGM as required by Rule 13.39(4) of the Listing Rules.

In accordance with the Listing Rules, any Shareholder who has a material interest in the Revised Annual Caps and the Cross Referral Transactions thereunder shall abstain from voting on the resolution to be proposed at the SGM. As at the Latest Practicable Date, Mr. Wong was indirectly interested in approximately 37.03% of all issued Shares in the Company. Accordingly, Mr. Wong and his respective associates will abstain from voting in relation to the ordinary resolution approving the Revised Annual Caps and the Cross Referral Transactions thereunder at the SGM.

A proxy form for use at the SGM is also enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon. The duly 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 other authority, must be returned to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting in person at the SGM, or any adjourned meeting thereof.

The register of members of the Company will be closed from Tuesday, 13 August 2024 to Friday, 16 August 2024, both days inclusive, during which period no transfer of shares will be registered. To be eligible to attend and vote at the SGM, 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 12 August 2024.

8. GENERAL INFORMATION

The Company is an investment holding company. The Group is principally engaged in the provision of property agency services, property leasing, immigration consultancy services and money lending services.

Legend Upstar is an investment holding company, the issued shares of which are listed on the Main Board of the Stock Exchange. The Legend Upstar Group is principally engaged in the provision of property agency services in respect of commercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.

– 12 –

LETTER FROM THE BOARD

9. RECOMMENDATION

An Independent Board Committee comprising all the independent non-executive Directors, namely Mr. HO Kwan Tat, Ted, Mr. SUN Tak Chiu and Mr. CHAN Nim Leung Leon, has been established to advise the Independent Shareholders on the fairness and reasonableness of the Revised Annual Caps and the Cross Referral Transactions thereunder, and to advise the Independent Shareholders on how to vote at the SGM after taking into account the recommendation of the Independent Financial Adviser. Amasse Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 14 to 15 of this circular which contains its recommendation to the Independent Shareholders concerning the Revised Annual Caps and the Cross Referral Transactions thereunder; and (ii) the letter of advice from the Independent Financial Adviser set out on pages 16 to 31 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Revised Annual Caps and the Cross Referral Transactions thereunder and the principal factors and reasons considered by it in formulating its advice.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the Revised Annual Caps and the Cross Referral Transactions thereunder to be fair and reasonable, conducted on normal commercial terms and in the ordinary and usual course of business of the Group, and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolution relating to the Revised Annual Caps and the Cross Referral Transactions thereunder which will be proposed at the SGM.

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

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation from the Independent Board Committee to the Independent Shareholders prepared for the purpose of incorporation in this circular.

==> picture [195 x 42] intentionally omitted <==

Midland Holdings Limited 美聯集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

23 July 2024

To the Independent Shareholders

Dear Sirs/Madams,

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

We refer to the circular of the Company dated 23 July 2024 (the “ Circular ”) of which this letter forms part. Terms used in this letter have the same meanings as those defined in the Circular unless the context otherwise requires.

We have been appointed by the Board to form the Independent Board Committee to consider the Revised Annual Caps and to advise the Independent Shareholders in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder.

Amasse Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder.

We wish to draw your attention to the letter from the Board set out on pages 4 to 13 of the Circular which contains, among others, information on the Revised Annual Caps and the Cross Referral Transactions, as well as the letter from the Independent Financial Adviser set out on pages 16 to 31 of the Circular which contains its advice in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder.

Having taken into account the terms of the Cross Referral Transactions contemplated under the Cross Referral Services Framework Agreement (2023) and the related Revised Annual Caps, as well as the advice of Amasse Capital, we consider that the Revised Annual Caps and the Cross Referral Transactions thereunder are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

whole. We also consider that the terms of the Cross Referral Transactions and the Revised Annual Caps are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Revised Annual Caps and the Cross Referral Transactions thereunder.

Yours faithfully, For and on behalf of Independent Board Committee of Midland Holdings Limited HO Kwan Tat, Ted SUN Tak Chiu CHAN Nim Leung Leon Independent Non-Executive Directors

– 15 –

LETTER FROM AMASSE CAPITAL

Set out below is the text of a letter received from Amasse Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders for the purpose of inclusion in this circular.

23 July 2024

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the revision of the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026, and the Cross Referral Transactions thereunder, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular of the Company dated 23 July 2024 (the “ Circular ”), of which this letter forms a part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

Reference is made to (i) the announcement of the Company dated 6 December 2023 (the “ Previous Announcement ”) and the circular dated 22 December 2023 (the “ 2023 Circular ”) in relation to the entering into the Cross Referral Services Framework Agreement (2023) with Legend Upstar, pursuant to which members of the Group and the Legend Upstar Group may carry on the Cross Referral Transactions for a period of three years from 1 January 2024 to 31 December 2026 in compliance with the Listing Rules; and (ii) the announcement of the Company dated 11 July 2024 (the “ Announcement ”) in respect of, among other things, the revision of Existing Annual Caps of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026.

LISTING RULES IMPLICATIONS

With reference to the Letter from the Board, as at the Latest Practicable Date, Mr. Wong (the Chairman and an executive Director), who was indirectly interested in approximately 37.03% of all issued Shares in the Company, was indirectly interested in approximately 61.37% of all issued shares in Legend Upstar and as such Legend Upstar is an associate of Mr. Wong and a connected person of the Company under Chapter 14A of the

– 16 –

LETTER FROM AMASSE CAPITAL

Listing Rules. Accordingly, the transactions contemplated under the Cross Referral Services Framework Agreement (2023) will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the matter. We have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect, and such appointment has been approved by the Independent Board Committee.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have not acted as an independent financial adviser to the Company.

With regard to our independence from the Company, it is noted that, apart from normal professional fees paid or payable to us in connection with the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence, we consider that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have reviewed, among others, (i) the Announcement, the Previous Announcement, the 2023 Circular and the annual reports of the Company for the two years ended 31 December 2022 (the “ 2022 Annual Report ”) and 2023 (the “ 2023 Annual Report ”) in relation to the information of the Group; (ii) the information contained or referred to in the 2023 Circular and the Circular; and (iii) relevant public information. We have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the

– 17 –

LETTER FROM AMASSE CAPITAL

Directors and the management of the Company (collectively, the “ Management ”). We have assumed that all information and representations that have been provided by the Management, for which the Directors are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the representation and confirmation of the Management that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the revision of the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026. We have reviewed and discussed with the Company on the information provided as well as sought and received confirmation from the Management that all information and representations provided to us by the Management are true, accurate, complete and not misleading in all respects at the time they were made and as at the Latest Practicable Date. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular as a whole misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Management, nor have we conducted any independent in-depth investigation into the business and affairs of any members of the Group, the counter party(ies) to the revision of the Existing Annual Caps or their respective subsidiaries or associates. We also have not considered the taxation implication on the Group or the Shareholders as a result of the revision of the Existing Annual Caps. We have not carried out any feasibility study on the past, and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group. Our opinion has been formed on the assumption that any analysis, estimation, anticipation, condition and assumption provided by the Group are feasible and sustainable. Our opinion shall not be constructed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group.

– 18 –

LETTER FROM AMASSE CAPITAL

Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. We expressly disclaim any liability and/or any loss arising from or in reliance upon the whole or any part of the contents of this letter.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion, we have taken into consideration the following principal factors and reasons.

1. BACKGROUND INFORMATION

(a) Information of the Group

The Company was incorporated in Bermuda with limited liability and its issued shares have been listed on the Main Board of the Stock Exchange since June 1995. The principal business of the Group is the provision of property agency services, property leasing, immigration consultancy services and money lending services.

Set out below is a summary of the financial information of the Group as extracted from the 2022 Annual Report and the 2023 Annual Report, details of which are as follows:

	For the year	ended 31 December	ended 31 December
	2023	2022	2021
	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(audited)
Revenue	4,082,694	3,115,143	6,001,432
Operating (loss)/profit	(17,903)	(572,575)	150,958
(Loss)/profit for the year
attributable to equity holders	(41,916)	(533,971)	100,213

– 19 –

LETTER FROM AMASSE CAPITAL

			As at 31	December
			2023	2022
			HK$’000	HK$’000
			(audited)	(audited)
Total	assets		3,569,187	3,825,416
Total	liabilities		2,911,996	3,141,168
Total	shareholder’s	equity	657,191	684,248

For the year ended 31 December 2023 (“FY2023”)

For the FY2023, the Group recorded revenue of approximately HK$4,082.7 million, representing an increase of approximately 31.1% as compared to that of approximately HK$3,115.1 million for the year ended 31 December 2022 (“ FY2022 ”). The increase in revenue was mainly contributed by the agency fee income in local operation that benefit from the Group’s stable market share in Hong Kong.

For the FY2023, the operating loss of the Group was approximately HK$17.9 million, representing a decrease of 96.9% as compared to that of approximately HK$572.6 million for the FY2022. The decrease in operating loss was mainly attributable to (i) the significant increase of revenue mentioned above; (ii) the efforts towards streamlining the Group’s businesses in Hong Kong while maintaining the strength of the local frontline operations.

For the FY2023, the loss for the year attributable to equity holders was approximately HK$41.9 million, representing a decrease of 92.2% when compared to that of approximately HK$534.0 million for the FY2022 due to reasons disclosed as above

For the year ended 31 December 2022

For the FY2022, the Group recorded revenue of approximately HK$3,115.1 million, representing a decrease of approximately 48.1% as compared to that of approximately HK$6,001.4 million for the year ended 31 December 2021 (“ FY2021 ”). The decrease in revenue was mainly attributable to (i) a significant decline in the transaction volume of residential property sales in Hong Kong of around 40% caused by multiple negative factors, including COVID-related restrictions and measures in Hong Kong, interest rate hikes, slowdown in sales launch of first-hand properties, poor investment sentiment and prolonged closing of the border between Hong Kong and the PRC; and (ii) business in the PRC suffered from poor market conditions in view of the lockdowns and other COVID-related measures and the loss of buyers’ confidence in the presale of uncompleted properties.

– 20 –

LETTER FROM AMASSE CAPITAL

For the FY2022, the operating loss of the Group was approximately HK$572.6 million, representing a decrease of approximately HK$723.6 million as compared to an operating profit of approximately HK$151.0 million for the FY2021. The operating loss incurred was mainly attributable to (i) the decline in revenue as mentioned above, which was partially offset by the decreases in staff costs and rebates; and (ii) limited rental concessions were granted by the landlords.

For the FY2022, the net loss attributable to equity holders was approximately HK$534.0 million when compared to the net profit attributable to equity holders of approximately HK$100.2 million for the FY2021. The deterioration in the results was mainly due to the decrease in revenue and operating profit as mentioned above and partially offset by the recognition of the income tax credit of approximately HK$54.8 million for the FY2022 as compared with the income tax expense of approximately HK$43.8 million for the FY2021.

Financial position as at 31 December 2023

The total assets of the Group were approximately HK$3,569.2 million as at 31 December 2023, representing a decrease of approximately 6.7% as compared to that of approximately HK$3,825.4 million as at 31 December 2022.

The total liabilities of the Group were approximately HK$2,912.0 million as at 31 December 2023, representing a decrease of approximately 7.3% as compared to that of approximately HK$3,141.2 million as at 31 December 2022.

The total equity of the Group was approximately HK$657.2 million as at 31 December 2023, representing a decrease of approximately 3.9% as compared to that of approximately HK$684.2 million as at 31 December 2022.

(b) Information of Legend Upstar

Legend Upstar, formerly known as Midland IC&I Limited (stock code: 459), is an investment holding company and the issued shares of which are listed on the Main Board of the Stock Exchange. The Legend Upstar Group is principally engaged in the provision of property agency services in respect of commercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.

– 21 –

LETTER FROM AMASSE CAPITAL

2. CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

The principal terms of the Cross Referral Services Framework Agreement (2023) are as follows:

Date

6 December 2023

Parties

(a) the Company; and
(b) Legend Upstar

Term

The Cross Referral Services Framework Agreement (2023) is valid for a term of three years from 1 January 2024 to 31 December 2026.

Details of the transactions under the Cross Referral Services Framework Agreement (2023)

(a) the Group has the right (but not obligation) to introduce, refer and communicate to the relevant member(s) of the Legend Upstar Group any business opportunity relating to or falling within the Legend Upstar Group’s estate agency business; and
(b) similarly, the Legend Upstar Group also has the right (but not obligation) to introduce, refer and communicate to the relevant member(s) of the Group any business opportunity relating to or falling within the Group’s estate agency business.

– 22 –

LETTER FROM AMASSE CAPITAL

(2023). The terms and conditions of each referral transaction will be evidenced by individual written agreements subject to the terms of the Cross Referral Services Framework Agreement (2023).

The resolution in relation to the Cross Referral Services Framework Agreement (2023) and the transactions contemplated thereunder (including the Existing Annual Caps) had been approved in the special general meeting of the Company held on 17 January 2024.

According to the Letter from the Board, since the approval of the Existing Annual Caps, the demand for residential properties especially the primary market increased and the number of referrals from the Legend Upstar Group to the members of the Group for estate agency services in 2024 was higher than anticipated. In view of the above and based on the information currently available, on 11 July 2024, the Board resolved to revise the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026.

Referral fee and pricing policy

With reference to the Letter from the Board, the party initiating the referral (“ Referor ”) is entitled to a referral fee from the party accepting such referral (“ Referee ”) by way of splitting the relevant commission income actually received, which will normally be received by the Referee from the customer first. For instance, if the estate agent of the Group has referred a transaction to the Legend Upstar Group’s agent, the Legend Upstar Group as the Referee will initially receive the entire commission income from the customer, before proceeding to split such commission income with the Group as the Referor.

(a) the allocation of commission income shall be on normal commercial terms or better, that is, terms which a party could obtain if the transaction were negotiated on an arm’s length basis or on terms as considered by each of the Group and the Legend Upstar Group to be no less favourable to it than terms available to or from (as appropriate) its respective independent third parties, and neither the Group nor the Legend Upstar Group is required to consider the favourableness of such terms with respect to one another;

– 23 –

LETTER FROM AMASSE CAPITAL

(b) the starting point in determining the initial allocation of commission income received in each individual property transaction will be the following reference ratios in line with market practice for the different type of property transaction involved:

Property transaction involved Reference ratio (%) Referor to receive Referee to receive Primary property Between 70% to 90% Between 30% to 10% transaction Secondary property 50% 50% transaction

(c) such reference ratios may be adjusted based on the negotiation between the parties on arm’s length and case-by-case basis, after taking into account relevant factors specific to the transaction including:
(1) the characteristics, nature and value of any properties involved, such as the geographical locations, types, usages, areas or other objective features of the properties, as well as the subjective requirements of the specific customers (e.g. a party acting for the vendor of a unique and high value property is likely to be able to bargain for higher commission income);
(2) the expected workload of the respective agents relative to each other;
(3) the exclusive nature of the estate agency and consultancy services involved under the engagements with the individual customers (e.g. a party acting for the vendor may bargain for higher commission income if he acts as a sole and exclusive agent for the vendor) and the significance of the respective agents in finalising the transaction; and
(4) other factors (e.g. in some cases, the developer may set a sales target which, if met, will enable the estate agent for the developer to get a higher commission rate for all the transactions – in such case, when it is close to the said sales target, the estate agent for the developer may be willing to give a higher proportion of the commission income to the estate agent referring the purchaser so that the said sales target can be achieved);
(d) the commission income allocations proposed by individual estate agents will be submitted to the respective branch managers of such agents, who will review and, if appropriate, approve the same with reference to the above criteria based on the following:

– 24 –

LETTER FROM AMASSE CAPITAL

(1) where there are comparable factors in past referral transactions with independent-third-party estate agents:

(2) where a factor has no comparable reference in past referral transactions with independent-third-party estate agents:

(e) the commission income allocation ratio for each transaction, when finalised after considering the above factors, will be recorded; and
(f) the commission income allocations for the transactions made under the Cross Referral Services Framework Agreement (2023) will be checked and reviewed by the respective management of the Group and the Legend Upstar Group from time to time. Annually, the said transactions conducted during the year will also be reviewed by the Group and the Legend Upstar Group respectively in compliance with the relevant requirements in the Listing Rules.

Our view on the pricing policy

In order to assess the fairness and reasonableness of the commission income allocation basis for the transactions referred by the Legend Upstar Group, we have obtained and reviewed a list of commission income allocation (the “ Commission Allocation Records ”) covering all the commission income allocation between (i) the Group and the Legend Upstar Group; and (ii) the Group and independent third parties, provided by the Company for the five months ended 31 May 2024 (the “ Review Period ”) in relation to the referral fees from the Group to the Legend Upstar Group and the independent third parties.

Based on the Commission Allocation Records, we noted that the commission income allocation for approximately 83.3% primary market transactions referred by the Legend Upstar Group were fell within the range of 70% to 90% during the Review Period. For the secondary market transactions, we noted that the commission income allocation for approximately 64.1% transactions referred by the Legend Upstar Group were 50%.

– 25 –

LETTER FROM AMASSE CAPITAL

As per advised by the Management, we were given to understand that those transactions with commission allocation fall outside the reference ratios were adjusted based on the negotiation between the parties on arm’s length and case-by-case basis, after taking into account relevant factors specific to the transaction including (i) the characteristics, nature and value of any properties involved; (ii) the expected workload of the respective agents relative to each other; (iii) the exclusive nature of the estate agency and consultancy services involved and the significance of the respective agents in finalising the transactions; and (iv) other factors. The commission income allocations proposed by individual estate agents will be submitted to the respective branch managers of such agents to review and approve the adjustments on the commission allocation made reference to the adjustment basis pursuant to the pricing policy. We have reviewed the internal transaction documents provided by the Management for all transactions referred by the Legend Upstar Group with commission allocation fall outside the reference ratios during the Review Period, we noted that all of the commission allocation of those transactions was approved by the respective branch managers in each transaction.

In view of above, having considered that (i) the commission income allocation paid by the Group to the Legend Upstar Group is generally comparable to those between the Group and independent third parties; and (ii) the transactions falling outside the reference ratios of commission income allocation are adjusted in accordance with specific factors based on the negotiation between the parties on arm’s length and case-by-case basis, we are of the view that the pricing policy of the Cross Referral Services Framework Agreement (2023) in relation to the commission income from the Group to the Legend Upstar Group, are on normal commercial terms or better and fair and reasonable so far as the Independent Shareholders are concerned.

3. REVISION OF THE EXISTING ANNUAL CAPS

The table below set forth the Existing Annual Caps, the Revised Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026, and the actual transaction amount for the period from 1 January 2024 to 31 May 2024:

Referral fees from the Group	1 Jan 2024 to	1 Jan 2025 to	1 Jan 2026 to
to the Legend Upstar Group	31 Dec 2024	31 Dec 2025	31 Dec 2026
	(HK$ million)	(HK$ million)	(HK$ million)
Existing Annual Caps	31.0	31.0	31.0
Actual transaction amount up to
31 May 2024	19.7	–	–
Revised Annual Caps	52.0	52.0	52.0

– 26 –

LETTER FROM AMASSE CAPITAL

Historical amounts and basis for determining the Revised Annual Caps

As stated in the Letter from the Board, the Revised Annual Caps for the Group in relation to the transactions contemplated under the Cross Referral Services Framework Agreement (2023) were determined by the Group with reference to factors including:

(a) the latest transaction amounts: from 1 January 2024 to 31 May 2024, the actual amount of referral fees to the Legend Upstar Group from the Group under the Cross Referral Services Framework Agreement (2023) was approximately HK$19.7 million, representing approximately 64% of the Existing Annual Caps for the year ending 31 December 2024; and
(b) adjustment for potential business growth and property market and economic factors which, if materialises, are reasonably expected to impact property transactions, including:
(i) the volatility of the property market in Hong Kong contributing to increases in transaction volume and/or value; and
(ii) the outlook of the local economic conditions and other market sentiments, such as possible interest rate cuts.

As stated in the Letter from the Board, the Group considers that the Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group should be increased to provide greater flexibility for the Management to act fast and efficiently and, by working closely with the Legend Upstar Group, to capture new business opportunities in the market if and should they arise.

4. REASONS FOR AND BENEFITS OF REVISION OF THE EXISTING ANNUAL CAPS

– 27 –

LETTER FROM AMASSE CAPITAL

Overview on the Revised Annual Caps

In assessing the reasonableness of the revision of Existing Annual Caps in respect of the referral fees from the Group to the Legend Upstar Group for each of the three years ending 31 December 2024, 2025 and 2026, we have considered the following:

(i) Utilisation of the Existing Annual Caps in relation to the referral fees to the Legend Upstar Group for the year ending 31 December 2024

The Existing Annual Caps in relation to the referral fees from the Group to the Legend Upstar Group for the three years ending 31 December 2024, 2025 and 2026 proposed by the Board under the Cross Referral Services Framework Agreement (2023) were HK$31.0 million per year. As set out in the Letter from the Board, with a remaining seven months period, the historical referral fees from the Group to the Legend Upstar Group for the five months ended 31 May 2024 was amounted to approximately HK$19.7 million, representing approximately HK$3.9 million per month and approximately 64% of the Existing Annual Cap for the year ending 31 December 2024.

(ii) Favourable policies announced by the Hong Kong Government in relation to local property market

On 28 February 2024, the Financial Secretary had announced the 2024-2025 Budget. In order to create favourable conditions for economic recovery, from real estate perspective, the Financial Secretary had announced reforms to abolish the demand side measures for residential properties with immediate effect. Those measures included removal of the New Residential Stamp Duty (NRSD) for second-time purchasers, removal of Buyer’s Stamp Duty (BSD) for non-Hong Kong permanent residents and removal of the Special Stamp Duty (SSD) for early resale of residential properties. Furthermore, on the same day, the Hong Kong Monetary Authority had issued guidelines to licensed banks for adjusting the countercyclical macroprudential measures to raise the loan-to-value caps for property mortgage loans and suspend the stress test requirement for mortgage borrowers.

– 28 –

LETTER FROM AMASSE CAPITAL

(iii) Increasing supply of residential properties in Hong Kong

According to the Hong Kong Property Review 2024 (the “ Property Review 2024 ”) published by the Rating and Valuation Department in April 2024, the completion unit of residential properties were expected to increase from approximately 13,900 units in 2023 to approximately 22,300 units in 2024 and further increase to approximately 25,500 units in 2025.

Further, based on the monthly reports issued by the Lands Department, in the first half of 2024, the Lands Department had issued 8 pre-sale consents (the “ Pre-sale Consents ”) for residentials property projects, involving approximately 3,500 residential units, which allow the developers to sell those uncompleted units pursuant to the Lands Department Consent Scheme. Meanwhile, as at 30 June 2024, there were 30 residentials property projects, involving approximately 13,600 residential units, had applied for the Pre-sale Consents.

(iv) Expectation on federal funds rate cut by the Federal Reserve of the United States during 2024

According to the press release of the Federal Reserve of the United States (the “ Fed ”) published on 12 June 2024, the Federal Open Market Committee (the “ FOMC ”) announced that it had decided to keep the target range for the federal funds rate unchanged at 5.25-5.5%. Meanwhile, the FOMC also expressed its intention to deliver the first interest rate cut within 2024 in its meeting. Being one of the global economy’s key indicators, the movement of federal funds rate will trigger volatility in the global financial markets, fluctuations in exchange rates and capital flows, which in turn impacts the property market in Hong Kong. Furthermore, due to the currency peg between United States Dollar and Hong Kong Dollar, it is expected that Hong Kong Government would closely follow the monetary policy decisions of the Fed. Therefore, the expected interest rate cuts, if materialised, would impact the mortgage rates in Hong Kong and thus lower the mortgage costs which may boost consumers’ investment incentives and stimulates demands in the Hong Kong property market.

Based on (i) the utilisation of the Existing Annual Caps for the year ending 31 December 2024; (ii) the favourable policies announced by the Hong Kong Government in relation to local property market; (iii) the increasing supply of residential properties in Hong Kong; and (iv) expectation on federal funds rate cut by the Fed during 2024 which may in turn stimulates demands in the Hong Kong property market, we are of the view that the Revised Annual Caps are fair and reasonable.

5. INTERNAL CONTROL MEASURES

As stated in the Letter from the Board, the Company has established the following internal control procedures to monitor the transactions contemplated under the Cross Referral Services Framework Agreement (2023):

– 29 –

LETTER FROM AMASSE CAPITAL

(a) the aggregate amount of referral fees to and from the Legend Upstar Group will be updated on a monthly basis for appraising the latest unutilised amounts available under the Revised Annual Caps and the Existing Annual Caps in respect of the referral fees from the Legend Upstar Group to the Group for the relevant period;
(b) the terms and commission income allocations for the transactions under the Cross Referral Services Framework Agreement (2023) will be reviewed by the Group from time to time to ensure they are on normal commercial terms or better (i.e. terms obtainable on an arm’s length basis or terms no less favourable to the Group than those available to or from independent third parties); and
(c) annually, the transactions made under the Cross Referral Services Framework Agreement (2023) conducted during the year will also be reviewed by the independent non-executive Directors and reported by the auditors of the Company in compliance with the relevant requirements in Chapter 14A of the Listing Rules.

In respects of the commission income allocations in relation to the referral fees to the Legend Upstar Group, the Company had current pricing policies in place to ensure the Cross Referral Transactions are on normal commercial terms or better. As stated in the Letter from the Board, we understand that the allocation of the commission income received will be negotiated on arm’s length and case-by-case basis, after taking into account relevant factors specific to the transaction including but not limited to the characteristics, nature and value of any properties involved, the expected workload of the respective agents relative to each other, the scope and exclusive nature of the estate agency and consultancy services involved. The proposed commission income allocations in relation to the referral fees to the Legend Upstar Group will be submitted to branch managers, who will review and, if appropriate, approve the same with reference to the above criteria to ensure the allocation is either comparable to referral transactions with independent third parties or on normal commercial terms or better.

The independent non-executive Directors will review the Cross Referral Transactions on an annual basis to confirm that these transactions have been entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and (iii) on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole. In addition, the Company’s auditors will also be engaged to report on the Cross Referral Transactions in accordance with, among other things, the relevant pricing policies of the Group and the relevant agreement governing the Cross Referral Transactions annually.

In respect of monitoring the aggregate amount of referral fees to the Legend Upstar Group under the Cross Referral Services Framework Agreement (2023), we understand from the Management that the finance department would prepare a monthly report as to monitoring the remaining quota of the annual caps by computing the aggregate referral fees and setting out the utilised annual caps of the latest month to ensure that the aggregated amounts have not exceeded the approved annual caps. We have reviewed the aforementioned

– 30 –

LETTER FROM AMASSE CAPITAL

monthly report for the five months ended 31 May 2024, based on our review, we noted that the aggregate referral fees amount for the five months ended 31 May 2024 were matched with the Commission Allocation Records.

In light of the abovementioned, we concur with the Management that the aforesaid internal control procedures are sufficient to ensure transactions contemplated under the Cross Referral Services Framework Agreement (2023) to be conducted on normal commercial terms and shall safeguard the interests of the Independent Shareholders.

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the Revised Annual Caps and the Cross Referral Transactions thereunder are (i) in the ordinary and usual course of business of the Group; and (ii) on normal commercial terms, and are fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend you to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Revised Annual Caps and the Cross Referral Transactions thereunder.

Yours faithfully, For and on behalf of Amasse Capital Limited Stephen Lau Director

Mr. Stephen Lau (“ Mr. Lau ”) is a licensed person registered with the Securities and Future Commission of Hong Kong and a responsible officer of Amasse Capital to carry out Type 6 (advising on corporate finance) and a representative of Amasse Capital to carry out Type 1 (dealing in securities) regulated activities under the SFO. Mr. Lau is also a representative of Amasse Asset Management Limited licensed to carry our Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO and he has over 10 years of experience in the finance industry.

– 31 –

GENERAL INFORMATION

1. 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.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, interests of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were deemed or taken to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange were as follows:

(i) Long positions in the Shares and underlying Shares

Name of Directors Mr. Wong Ms. WONG Ching Yi, Angela Notes:	Number of Shares Corporate interest/ Interest of controlled corporations 265,525,824 (Note 2) –	Number of underlying Shares Personal interest/ Beneficial owner Total Approximate percentage of the issued voting Shares (Note 1) 4,587,150 270,112,974 37.67% 4,587,150 4,587,150 0.64%

These underlying Shares (being physically settled unlisted derivatives) were held by the Director(s) by virtue of the interests in the Share Options granted to him/her. Particulars of such underlying Shares are disclosed in the sub-section headed “(ii) Underlying Shares – Share Options” below.
These Shares were held by Sunluck Services Limited which was indirectly wholly-owned by Mr. Wong through his wholly-owned company, namely Southern Field Trading Limited.

– 32 –

GENERAL INFORMATION

(ii) Underlying Shares – Share Options

Share Options, which were unlisted and physically settled, to subscribe for Shares were beneficially held by certain Directors.

	Number of		Exercise price per	Exercisable
Name of Directors	Share Options	Date of grant	Share	period
		(Note)	(HK$)
Mr. Wong	4,587,150	17 January 2020	1.09	17 January 2021 to
				16 January 2028
Ms. WONG Ching Yi, Angela	4,587,150	17 January 2020	1.09	17 January 2021 to
				16 January 2028

Note: All the Share Options granted were subject to a vesting period from the date of grant until the commencement of the exercisable period.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, Mr. Wong was a director of Sunluck Services Limited and Southern Field Trading Limited, all being companies which had an interest in the Shares as disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, no Directors was a director or employee of a company which had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had an existing or proposed service contract with any member of the Group which is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

– 33 –

GENERAL INFORMATION

4. COMPETING INTERESTS

As at the Latest Practicable Date, Mr. Wong is the chairman, executive director and controlling shareholder of Legend Upstar, and Ms. WONG Ching Yi, Angela held executive directorships in the Legend Upstar Group. Mr. SZE Ka Ming held directorships in the Legend Upstar Group. The Legend Upstar Group is principally engaged in the provision of property agency services in respect of commercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.

As the Board is independent of the board of directors of Legend Upstar and none of the above Directors can control the Board, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the business of the Legend Upstar Group.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

Save as disclosed below, as at the Latest Practicable Date, (i) none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2023, being the balance sheet date of the latest published audited consolidated financial statements of the Group, acquired or disposed of by or leased to any member(s) of the Group, or were proposed to be acquired or disposed of by or leased to, any member(s) of the Group and (ii) none of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group:

– A tenancy and licence framework agreement was made on 19 September 2022 between Mr. Wong and the Company whereby Mr. Wong and his associates (as the landlord entities) agreed to let and/or grant licence to members of the Group (as tenant or licensee) the properties owned by the landlord entities from time to time, for a term of three years from 19 September 2022 to 18 September 2025. The annual caps (i) for the period from 19 September 2022 to 31 December 2022 was HK$9,000,000; (ii) for the year ended 31 December 2023 was HK$18,000,000; (iii) for the year ending 31 December 2024 is HK$18,000,000; and (iv) for the period from 1 January 2025 to 18 September 2025 is HK$14,000,000. Further details of the framework agreement were disclosed in the announcement of the Company dated 19 September 2022.

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that there was no material adverse change in the financial or trading position of the Group since 31 December 2023, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– 34 –

GENERAL INFORMATION

7. EXPERT AND CONSENT

(i) Amasse Capital is a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Revised Annual Caps and the Cross Referral Transactions thereunder.
(ii) Amasse Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter of advice and references to its names in the form and context in which they respectively appear.
(iii) As at the Latest Practicable Date, Amasse Capital did not have (a) any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and (b) any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2023, being the date to which the latest published audited consolidated financial statements of the Group were made up.

8. MISCELLANEOUS

(a) The English text of this circular shall prevail over the Chinese text in case of inconsistency.
(b) The secretary of the Company is Ms. MUI Ngar May, Joel. She is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute and has over 15 years of experience in the company secretarial field.
(c) The head office and principal place of business in Hong Kong of the Company is at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong. The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
(d) The principal share registrar and transfer office of the Company in Bermuda is MUFG Fund Services (Bermuda) Limited at 4th Floor, North Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.
(e) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

– 35 –

GENERAL INFORMATION

9. DOCUMENTS ON DISPLAY

A copy of the (a) Cross Referral Services Framework Agreement (2023), (b) letter from the Independent Board Committee as set out in pages 14 to 15 in this circular, (c) letter from Amasse Capital, the Independent Financial Adviser, as set out in pages 16 to 31 in this circular and (d) written consent referred to in the paragraph headed “Expert and Consent” above, will be on display on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.midlandholdings.com.hk) for a period of 14 days from the date of this circular.

– 36 –

NOTICE OF SGM

==> picture [195 x 42] intentionally omitted <==

Midland Holdings Limited 美聯集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Midland Holdings Limited (the “ Company ”) will be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 16 August 2024 at 12:00 noon for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

(a) the revised maximum annual referral fees from the Company and/or its subsidiaries to Legend Upstar Holdings Limited and/or its subsidiaries for the transactions contemplated under the cross referral services framework agreement (2023) in the amount of HK$52.0 million for each of the three years ending 31 December 2026 (the “ Revised Annual Caps ”), and the transactions thereunder be and are hereby approved, ratified and confirmed; and
(b) any director(s) of the Company be and is/are hereby authorized for and on behalf of the Company to do all acts and things and execute any agreements, deeds, instruments and any other documents, under hand or under seal, or make such arrangement as he/she/they may determine to be appropriate, necessary or desirable to give effect to or in connection with the Revised Annual Caps and the transactions thereunder and, subject to and in accordance with the applicable laws and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating thereto in the interests of the Company and its shareholders as a whole.”

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

Hong Kong, 23 July 2024

– 37 –

NOTICE OF SGM

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

Notes:

The Meeting will be held in the form of a physical meeting. The resolution at the Meeting will be taken by poll pursuant to the requirement of the bye-laws of the Company and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange.
A member of the Company 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 proxy to attend and vote in his stead. A proxy need not be a member of the Company.
Whether or not you intend to attend the Meeting in person, you are requested to complete and return the proxy form in accordance with the instructions stated thereon.
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 17/F, Far East Finance Centre, 16 Harcourt Road, 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.
Where there are joint holders of any share any one of such joint holder 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 be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member of the Company in whose name any share stands shall be deemed joint holders thereof in accordance with the bye-laws of the Company.
The register of members of the Company will be closed from Tuesday, 13 August 2024 to Friday, 16 August 2024, 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 12 August 2024.
In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon” announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the Company’s website (www.midlandholdings.com.hk) and the designated website of the Stock Exchange (www.hkexnews.hk) to notify members of the Company of the date, time and place of the adjourned Meeting.

The Meeting will be held as scheduled while an Amber or a Red Rainstorm Warning Signal is in force. Members of the Company should decide on their own whether they would attend the Meeting under bad weather conditions bearing in mind their own situation.

– 38 –

AI assistant

Midland Holdings Limited — Proxy Solicitation & Information Statement 2024

49761_rns_2024-07-22_5618dbf5-fc28-46a4-9094-5bf7f2b6f7c4.pdf

Midland Holdings Limited 美聯集團有限公司

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023) AND NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

Midland Holdings Limited 美聯集團有限公司

To the Shareholders

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023) AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

2. BACKGROUND

Date

Parties

Term

Details of the transactions under the Cross Referral Services Framework Agreement (2023)

Referral fee and pricing policy

3. REVISION OF THE EXISTING ANNUAL CAPS

Historical amounts and basis for determining the Revised Annual Caps

4. REASONS FOR AND BENEFITS OF REVISION OF THE EXISTING ANNUAL CAPS

5. INTERNAL CONTROL MEASURES

6. LISTING RULES IMPLICATIONS

7. SGM AND BOOK CLOSURE

8. GENERAL INFORMATION

9. RECOMMENDATION

Midland Holdings Limited 美聯集團有限公司

(Stock Code: 1200)

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

INTRODUCTION

LISTING RULES IMPLICATIONS

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

1. BACKGROUND INFORMATION

(a) Information of the Group

For the year ended 31 December 2023 (“FY2023”)

For the year ended 31 December 2022

Financial position as at 31 December 2023

(b) Information of Legend Upstar

2. CROSS REFERRAL SERVICES FRAMEWORK AGREEMENT (2023)

Date

Parties

Term

Details of the transactions under the Cross Referral Services Framework Agreement (2023)

Referral fee and pricing policy

Our view on the pricing policy

3. REVISION OF THE EXISTING ANNUAL CAPS

Historical amounts and basis for determining the Revised Annual Caps

4. REASONS FOR AND BENEFITS OF REVISION OF THE EXISTING ANNUAL CAPS

Overview on the Revised Annual Caps

(ii) Favourable policies announced by the Hong Kong Government in relation to local property market

(iii) Increasing supply of residential properties in Hong Kong

(iv) Expectation on federal funds rate cut by the Federal Reserve of the United States during 2024

5. INTERNAL CONTROL MEASURES

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(i) Long positions in the Shares and underlying Shares

(ii) Underlying Shares – Share Options

3. SERVICE CONTRACTS

4. COMPETING INTERESTS

5. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

6. MATERIAL ADVERSE CHANGE

7. EXPERT AND CONSENT

8. MISCELLANEOUS

9. DOCUMENTS ON DISPLAY

Midland Holdings Limited 美聯集團有限公司

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

“ THAT :

More from Midland Holdings Limited

Midland Holdings Limited Proxy Solicitation & Information Statement 2024