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Midland Holdings Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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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.
英聯集團
MIDLAND HOLDINGS
Midland Holdings Limited
英聯集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 1200)
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF SPECIAL GENERAL MEETING
A notice convening the special general meeting (the "SGM") of Midland Holdings Limited (the "Company") to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Monday, 8 June 2026 at 12:15 p.m. (or as soon as practicable after the conclusion of the annual general meeting of the Company to be held at 12:00 noon on Monday, 8 June 2026) is set out on pages 27 to 28 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, 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 Investor Services 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 the proxy form will not preclude you from attending and voting in person at the SGM and at any adjournment thereof if you so wish, in which case the proxy form shall be deemed to be revoked.
13 May 2026
CONTENTS
Page
Definitions 1
Letter from the Board 5
Appendix — Summary of the Principal Terms of the New Share Option Scheme 13
Notice of SGM 27
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Administration Committee"
a committee appointed by the Board comprising all of the non-executive Directors (including the independent non-executive Directors) in office from time to time or where there is no or only one non-executive Director, such other person(s) appointed by the Board from time to time for the purpose of administration of the New Share Option Scheme
"Adoption Date"
1 July 2026, the date on which the New Share Option Scheme is conditionally adopted after being approved by the Shareholders at the SGM
"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 Monday, 8 June 2026 at 12:00 noon
"associate(s)"
has the meaning ascribed thereto in the Listing Rules
"Board"
the board of Directors
"Business Day"
any day on which the Stock Exchange is open for the business of dealing in securities
"Bye-laws"
the bye-laws of the Company
"close associate(s)"
has the meaning ascribed thereto in the Listing Rules
"Company"
Midland Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1200)
"controlling Shareholder(s)"
has the meaning ascribed thereto in the Listing Rules
"core connected person(s)"
has the meaning ascribed thereto in the Listing Rules
"Director(s)"
director(s) of the Company
"Exercise Price"
the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option
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DEFINITIONS
“Existing Share Option Scheme” the share option scheme of the Company adopted and approved by the Shareholders at the general meeting of the Company held on 23 June 2016 and will expire on 22 June 2026
“Grantee” any Participant who accepts an Offer, or (where the context so permits) a person who is entitled to any such Option in consequence of the death of the original Grantee (including his or her legal personal representative(s)), in accordance with the provisions of the New Share Option Scheme
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 8 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“New Share Option Scheme” the share option scheme proposed to be approved by the Company at the SGM and to be adopted on 1 July 2026, the principal terms of which are summarised in Appendix to this circular
“Offer” the offer of the grant of an Option made in accordance with the provisions of the New Share Option Scheme
“Offer Date” the date of grant of Option as described in the provisions of the New Share Option Scheme, which date must be a Business Day
“Offer Letter” an Offer made to a Participant by letter in such form and substance as the Board may from time to time in its absolute discretion determine in accordance with the provisions of the New Share Option Scheme
“Option” a right to subscribe for Shares pursuant to the terms of the New Share Option Scheme
– 2 –
DEFINITIONS
“Option Period”
a period to be determined by the Board in its absolute discretion as being the period during which an Option may be exercised by the Grantee under the New Share Option Scheme, which shall be notified by the Board to each Grantee upon grant of the Option and such period to commence on a date not earlier than the date on which the Option is granted or deemed to be granted, and expire not later than ten (10) years from the Offer Date of the Option
“Participant”
any director or employee of the Group (but excluding each member of the Administration Committee), including those who are granted options under the New Share Option Scheme as an inducement to enter into employment contract with such company (the “Employee Participants”), as absolutely determined by the Board in accordance with the terms of the New Share Option Scheme
“Relevant Company”
the relevant company within the Group
“Remuneration Committee”
the remuneration committee of the Company
“Scheme Mandate Limit”
the total number of Shares in respect of which Options may be granted pursuant to the New Share Option Scheme and any other share schemes of the Company
“SGM”
the special general meeting of the Company to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Monday, 8 June 2026 at 12:15 p.m. (or as soon as practicable after the conclusion of the AGM)
“SGM Notice”
the notice convening the SGM, which is set out on pages 27 to 28 of this circular
“Share(s)”
the ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company, or where in the context of the New Share Option Scheme, ordinary share(s) of HK$0.10 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)
“Shareholder(s)”
holder(s) of Share(s)
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DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the meaning ascribed thereto in the Listing Rules
"substantial Shareholder(s)"
has the meaning ascribed thereto in the Listing Rules
"treasury shares"
has the meaning ascribed thereto in the Listing Rules
"%
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
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. SZE Ka Ming (Chief Financial Officer)
Independent Non-Executive Directors:
Mr. HO Kwan Tat, Ted
Mr. SUN Tak Chiu
Mr. CHAN Nim Leung Leon
Mr. LI Wai Keung
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
13 May 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with (i) information regarding the ordinary resolution proposed at the SGM relating to the proposed adoption of the New Share Option Scheme; (ii) the notice of the SGM to consider and, if thought fit, approve the proposed adoption of the New Share Option Scheme; and (iii) other information as required under the Listing Rules.
PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME
- Expiry of the Existing Share Option Scheme
The Existing Share Option Scheme was adopted by the Company on 23 June 2016 and will expire on 22 June 2026. The New Share Option Scheme will be adopted on 1 July 2026, after the expiry of the Existing Share Option Scheme. The Company has confirmed that no
LETTER FROM THE BOARD
further options will be granted under the Existing Share Option Scheme, while the options already granted thereunder may continue to be exercisable in accordance with their terms of issue, subject to the terms of the Existing Share Option Scheme. On the Adoption Date, no other share incentive schemes of the Company will exist apart from the New Share Option Scheme.
As at the Latest Practicable Date, there were 9,174,300 outstanding options under the Existing Share Option Scheme. Set out below are details of the outstanding options previously granted by the Company under the Existing Share Option Scheme:
| Name of participant | Position(s) held with the Company at the time of grant | Exercise Price per Share | Date of grant | Exercisable period | Outstanding options as at the Latest Practicable Date |
|---|---|---|---|---|---|
| Mr. WONG Kin Yip, Freddie (Note) | Executive Director and chairman of the Board | HK$1.09 | 17 January 2020 | 7 years from 17 January 2021 to 16 January 2028 (both days inclusive) | 4,587,150 |
| Ms. WONG Ching Yi, Angela | Executive Director, deputy chairman of the Board and managing Director | HK$1.09 | 17 January 2020 | 7 years from 17 January 2021 to 16 January 2028 (both days inclusive) | 4,587,150 |
| Total | 9,174,300 |
Note: Mr. WONG Kin Yip, Freddie is a substantial Shareholder.
2. Conditions of the New Share Option Scheme
The New Share Option Scheme shall take effect subject to the following conditions: (a) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the Shareholders in general meeting; and (b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options that may be granted under the New Share Option Scheme.
Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares falling to be issued pursuant to the exercise of Options that may be granted under the New Share Option Scheme.
LETTER FROM THE BOARD
3. Purpose
In order to provide the Company with a flexible means of (a) incentivising, rewarding, and/or providing benefits to, the selected Participants for their contribution; (b) attracting and retaining quality personnel for the development of the business of the Group; (c) recognising the contributions of the selected Participants to the growth of the Group by rewarding them with opportunities to obtain ownership interest in the Company; and/or (d) promoting the long term success of the Group by aligning the interests of the selected Participants to the Shareholders, the Board proposes to adopt the New Share Option Scheme pursuant to Chapter 17 of the Listing Rules, which will be valid and effective for ten (10) years commencing on the Adoption Date. An ordinary resolution will be proposed at the SGM for the adoption of the New Share Option Scheme.
4. Scope and Eligibility of Participants
The Participants of the New Share Option Scheme include Employee Participants, and exclude each member of the Administration Committee. All the non-executive Directors and independent non-executive Directors are therefore excluded from participation in the New Share Option Scheme. The Board has no intention to grant any Options to the non-executive Directors or independent non-executive Directors under the New Share Option Scheme.
The Directors (including the independent non-executive Directors) are of the view that the criteria for selection of Participants as detailed in paragraph 2 of Appendix to this circular, and the discretion afforded to the Board to impose different terms and conditions on the Options to be granted to such selected Participants in view of the particular circumstances of each grant, provide Participants with the opportunity to have a personal stake in the Company, thereby motivating them to optimise their performance and efficiency. Through the grant of the Options, Participants and the Group will have a common goal in the growth and development of the Group's business, and they could better participate in the future prospect of the Group and share the additional reward through their sustainable contribution. This approach is in line with the purpose of the New Share Option Scheme to recognise contributions or potential contributions to the growth and development of the Group, are fair and reasonable and in the interest of the Company and the Shareholders as a whole.
The Company has sought legal advice on the prospectus requirements of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) in relation to the New Share Option Scheme proposed to be adopted and understands that the adoption of the New Share Option Scheme would not constitute an offer to the public, and the prospectus requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) are not applicable.
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LETTER FROM THE BOARD
5. Scheme Mandate Limit
As at the Latest Practicable Date, there were an aggregate of 716,896,005 Shares in issue. Assuming that there is no change in the total number of Shares in issue during the period from the Latest Practicable Date to the Adoption Date, the initial Scheme Mandate Limit is 35,844,800 Shares, being 5% of the total number of Shares in issue (excluding treasury shares) on the Adoption Date. The New Share Option Scheme is also subject to an annual grant limit of no more than 3,584,480 Shares, being 0.5% of the total number of Shares in issue (excluding treasury shares) on the Adoption Date. Such limits may be refreshed as detailed in paragraph 4 of Appendix to this circular. As at the Latest Practicable Date, the Company had not granted or proposed to grant or intended to grant any Options under the New Share Option Scheme.
For the purpose of the New Share Option Scheme, references to new Shares include treasury shares, and references to issue of new Shares include transfer of treasury shares. As at the Latest Practicable Date, the Company did not hold any treasury shares. The Company may issue new Shares and/or utilise treasury shares (if any) to satisfy grant of the Options under the New Share Option Scheme to the extent permitted by the Listing Rules, all applicable laws and regulations and the constitutional documents.
6. Vesting Period
The vesting period of any Options granted to Participant under the New Share Option Scheme shall not be less than twelve (12) months from (and including) the Offer Date, as detailed in paragraph 11 in Appendix to this circular. The Company retains the discretion to allow a shorter vesting period for Employee Participants in the following circumstances:
(a) grants with performance-based vesting conditions pursuant to the requirements as provided in the scheme document (if any) in lieu of time-based vesting criteria, which allows flexibility for the Company to reward exceptional performers who fulfilled the performance targets with a 12-month timeframe;
(b) grants that are made in batches during a year for administrative and compliance reasons, including Options that should have been granted earlier if not for such administrative or compliance reasons but had to wait for the subsequent batch, which allows flexibility for the Company to reward employees in case of delays due to administrative or compliance reasons;
(c) grants of Options with a mixed or accelerated vesting schedule such as where the Options may vest evenly over a period of twelve (12) months, which provides flexibility for the Company in granting Options; or
(d) grants of Options with a total vesting and holding period of more than twelve (12) months.
LETTER FROM THE BOARD
The Board is of the view that a rigid 12-month vesting schedule might prove impractical or unfair in certain situations, while allowing a shorter vesting period in the circumstances as detailed above is in line with the requirements under the Listing Rules, the purpose of the New Share Option Scheme and the market practices. Such mechanism allows the Group to (i) implement tailored talent strategies, thereby further incentivising talents; (ii) reward past contribution which may otherwise be omitted due to administrative or compliance reasons; (iii) recognise exceptional performance with accelerated vesting, and performance metrics as a source of motivation. Therefore, the Board considers the shorter vesting period prescribed in paragraph 11 in Appendix as appropriate and aligns with the purpose of the New Share Option Scheme.
- Performance Target and Clawback Mechanism
The Board may at its sole and absolute discretion when making the Offer impose any conditions, restrictions or limitations in relation thereto additional to those expressly set forth in the New Share Option Scheme, including any performance target(s) the Board thinks appropriate that must be achieved by the Grantee and any vesting period for which an Option must be held, before any Options can be exercised. The Company will evaluate the actual performance and contribution of a Participant against the performance targets stated in the Offer Letter and form a view as to whether the relevant performance targets have been satisfied. Save as otherwise determined by the Board on a case-by-case basis and set out in the Offer Letter, there is no performance target which must be achieved before an Option can be exercised under the terms of the New Share Option Scheme. Detailed criteria are set out under paragraph 7 in Appendix to this circular. The New Share Option Scheme also provides for the case where Options may be granted to selected Participants without any performance targets, so as to recognise their past contribution to the Group.
In addition, the Board has the authority to clawback any Option that has been previously granted but not yet exercised, without a Grantee's consent, in the event that, among others, a Grantee ceases to be a Participant under certain circumstances, has been convicted of criminal offence involving his or her integrity or honesty or has engaged in any serious misconduct or in material breach of the terms of the New Share Option Scheme or the Offer Letter as more particularly set out in paragraph 8 in Appendix to this circular. The Board and the Remuneration Committee will consider all relevant circumstances including the purpose of the grant in determining whether any performance target or clawback mechanism should be imposed.
The Board considers that it may not always be appropriate to impose performance targets or prescribe a clawback mechanism particularly when the purpose of granting the Options is to recognise Participants for their contributions. The Board believes that it is more beneficial to retain the flexibility in determining whether the performance targets or clawback mechanism are appropriate in view of the individual context of each grant. Such flexibility will place the Company in a better position to reward its personnel and retain human resources that are valuable to the growth and development of the Company as a whole, which will thereby facilitate the Company's achievement of purposes of the New Share Option Scheme which includes providing equity incentives to Participants and recognising their contributions to the long-term growth and prosperity of the Group. It is expected that these mechanisms can encourage and incentivise Participants to strive to achieve performance goals
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LETTER FROM THE BOARD
with integrity, in turn benefiting the Company and its Shareholders as a whole, whilst prevent Participants from pursuing personal interests through unethical behaviour or misconduct. As such, the Board considers that the relevant terms of the New Share Option Scheme align with its purpose by keeping the interests of the Grantees in line with the Shareholders.
8. Value of the Options
The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date prior to the approval of the New Share Option Scheme at the SGM will not be meaningful to the Shareholders, since the Options will be personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option or enter into any agreement to do so.
Moreover, as at the Latest Practicable Date, no Options under the New Share Option Scheme have been granted and the Directors consider it inappropriate to state the value of the Options that can be granted under the New Share Option Scheme as if they had been granted, given that certain variables required for the calculation of the value of the Options cannot be ascertained at this stage such as the Exercise Price, exercise period, interest rate and expected volatility. As such, the Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.
9. Basis of Determination of the Exercise Price
The basis for determining the Exercise Price is set out under paragraph 3 in Appendix to this circular. The Board considers that since the Exercise Price of an Option cannot in any event fall below the price stipulated in the Listing Rules or such higher price as may be fixed by the Board, it is expected that Grantees will make an effort to contribute to the development of the Group to increase the market price of the Shares. Grantees are given the opportunity to capitalise on the benefits of the Options granted under the New Share Option Scheme, which is expected to benefit the Company and the Shareholders as a whole. As such, the Board considers that the provision in relation to the Exercise Price of an Option aligns with the stated purpose of the New Share Option Scheme.
10. Other Information
No trustee has been appointed under the New Share Option Scheme. None of the Directors is and will be a trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee. As at the Latest Practicable Date, the Company had not engaged or did not have plan to engage any trustee under the New Share Option Scheme. In the event that the Company considers to appoint a trustee for the administration and implementation of the New Share Option Scheme in the future, such trustee will be independent of the Company and its connected persons, and if such trustee holds any unvested Shares of the New Share Option Scheme, whether directly or indirectly, the trustee shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given.
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LETTER FROM THE BOARD
As at the Latest Practicable Date, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has any material interest in the adoption of the New Share Option Scheme. Accordingly, no Shareholder is required under the Listing Rules to abstain from voting on the resolution in relation to thereto at the SGM.
At the Board level, no Director will vote on any Board resolutions in respect of any Options to be granted, or proposed to be granted to him/her. The administration of the New Share Option Scheme has been delegated to the Administration Committee, which comprises all the non-executive Directors, including independent non-executive Directors, all of whom are not intended to be granted the Options under the New Share Option Scheme. The Administration Committee will administer the New Share Option Scheme to ensure proper governance measures are in place when reviewing and making decisions on proposed grants of the Options, thereby keeping the New Share Option Scheme in alignment with its intended purposes as described above.
As at the Latest Practicable Date, the Company did not have any plan to grant Options to any of the Director, chief executive or substantial Shareholder of the Company, or any of their respective associates pursuant to the New Share Option Scheme.
A summary of the principal terms of the New Share Option Scheme is set out in Appendix to this circular. A copy of the New Share Option Scheme is available for inspection at the head office and principal place of business of the Company in Hong Kong at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong during normal business hours on any Business Day from the date hereof up to and including the date of the SGM and at the SGM.
NOTICE OF SPECIAL GENERAL MEETING
The SGM Notice is set out on pages 27 to 28 of this circular. A proxy form for use at the SGM is enclosed 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 SGM in person, 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 Investor Services 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 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 and at any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.
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LETTER FROM THE BOARD
VOTING AT SPECIAL 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. Pursuant to bye-law 66 of the Bye-laws, a resolution put to the vote of a general meeting shall be decided by way of a poll. 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 SGM 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 Board considers that the proposed adoption of the New Share Option Scheme is 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 resolution as set out in the SGM Notice.
Yours faithfully,
By Order of the Board
Midland Holdings Limited
MUI Ngar May, Joel
Company Secretary
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
The following is a summary of the principal terms of the New Share Option Scheme to be conditionally approved by the Shareholders at the SGM but such summary does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme. The Board reserves the right at any time prior to the SGM to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material aspects with the summary in this Appendix.
- PURPOSE OF THE NEW SHARE OPTION SCHEME
The New Share Option Scheme is proposed to be adopted with the view to achieving the following principal purposes, to provide the Company with a flexible means:
(a) to give incentive to, reward, and/or provide benefits to, the selected Participants;
(b) to attract and retain quality personnel for the development of the business of the Group;
(c) to recognise the contributions of the selected Participants to the growth of the Group by rewarding them with opportunities to obtain ownership interest in the Company; and/or
(d) to promote the long term success of the Group by aligning the interests of the selected Participants to the Shareholders.
- PARTICIPANTS AND BASIS OF ELIGIBILITY OF PARTICIPANTS
In determining the basis of eligibility of, and the terms of grant of Options to each of the Participants, the Board may in its absolute discretion invite any director or employee of the Group (but excluding each member of the Administration Committee), including those who are granted Options under the New Share Option Scheme as an inducement to enter into employment contract with such company, as absolutely determined by the Board in accordance with the terms of the New Share Option Scheme, having regard to such person's qualifications, skills, background, experience, service records and/or contribution or potential value towards the development and growth of the Group, to take up Options at a price calculated in accordance with paragraph 3 below, provided that any Director (who is a Participant) shall abstain from voting on all resolution(s) of the Board in respect of the making of an Offer to himself/herself.
In particular, the Board would take into account, on a case-by-case basis, among other things, the following factors in assessing the eligibility of the relevant Employee Participants: (i) their individual performance; (ii) their time commitment, responsibilities or employment conditions with reference to the prevailing market practice and industry standard; (iii) the length of their engagement with the Group; and (iv) their individual contributions or potential contributions towards the development and growth of the Group.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
3. EXERCISE PRICE AND ACCEPTANCE PERIOD
An Offer shall be made to a Participant by an Offer Letter in such form and substance as the Board may from time to time in its absolute discretion determine specifying the number of Shares, the Exercise Price, the Option Period, performance target(s) (if any) as the Board thinks appropriate that must be achieved by the Grantee and vesting period for which an Option must be held before an Option can be exercised, and requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the New Share Option Scheme and shall remain open for acceptance by the Participant to whom an Offer is made for a period of ten (10) Business Days from the Offer Date provided that no such Offer shall be open for acceptance after expiry of the Scheme Period (as defined below) or after the New Share Option Scheme has been terminated in accordance with the provisions thereof (whichever is the earlier), and such terms and conditions shall not be inconsistent with any other terms and conditions of the New Share Option Scheme, and that no such Offer shall be made if a prospectus is required to be issued under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or any applicable laws or if such grant will result in the breach by the Company or any of the Directors of any applicable securities laws and regulations in any jurisdiction.
The Exercise Price under the New Share Option Scheme shall be a price solely determined by the Board and shall not be less than the highest of (a) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the Offer Date; (b) the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheets for the five (5) consecutive Business Days immediately preceding the Offer Date; and (c) the nominal value of a Share on the Offer Date.
The Participant must accept an Offer within ten (10) Business Days from the Offer Date together with the payment of HK$1.00 to the Company as consideration for the grant thereof, failing which it will be deemed to have been irrevocably declined without notice.
4. NUMBER OF SHARES SUBJECT TO THE NEW SHARE OPTION SCHEME
(a) The total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share schemes of the Company shall not in aggregate exceed five (5)% of the total number of Shares in issue (excluding treasury shares) as at the Adoption Date, unless the Company obtains further approval from the Shareholders pursuant to paragraph(s) 4(b) and/or 4(c) below (as the case may be). In respect of the period of 12 months from the Adoption Date and for each of the subsequent periods of 12 months from the previous anniversary of the Adoption Date (each of those 12-month periods is hereinafter referred to as a "Scheme Year"), the total number of Shares which may be issued upon exercise of the Share Options granted in each Scheme Year shall not exceed 0.5 per cent of the total number of Shares in issue (excluding treasury shares) as at the Adoption Date (the "Annual Limit") unless
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
the Company obtains further approval from its Shareholders pursuant to paragraph(s) 4(b) and/or 4(c) (as the case may be). Options lapsed in accordance with the terms of the New Share Option Scheme or any other share schemes of the Company shall not be counted for the purpose of calculating the Scheme Mandate Limit or the Annual Limit.
(b) The Company may seek approval by the Shareholders in general meeting to refresh the Scheme Mandate Limit and/or the Annual Limit such that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share schemes of the Company under the limit as “refreshed” (i) in respect of the Scheme Mandate Limit, shall not exceed five (5)% of the total number of Shares in issue (excluding treasury shares) as at the date of approval of the “refreshed” limit; and (ii) in respect of the Annual Limit, shall not exceed 0.5 per cent of the total number of Shares in issue (excluding treasury shares) as at the date of approval of the “refreshed” limit. The Company shall send a circular containing the number of options that were already granted under the New Share Option Scheme, the reason for the “refreshment”, and the information and disclaimer required under Chapter 17 of the Listing Rules to the Shareholders.
(c) The Company may seek separate approval by the Shareholders in general meeting for granting Options beyond any of the limits set out in paragraph 4(a) or 4(b) above (as the case may be) provided that the Options in excess of such limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular containing the information required under the Listing Rules to the Shareholders. The number and terms of Options to be granted to such Participant must be fixed before Shareholders’ approval and the date of Board meeting for proposing such grant, which must be a Business Day, should be taken as the date of grant for the purpose of determining the Exercise Price.
(d) Where the refreshment of the Scheme Mandate Limit and/or the Annual Limit is sought: (A) within three years from the date of Shareholders’ approval for the last refreshment (or, as the case may be, the date of adoption of the New Share Option Scheme): (i) at the general meeting for considering and approving the proposed resolution of such refreshment, any controlling Shareholders and their associates (or if there is no controlling Shareholder, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) shall abstain from voting in favour of the relevant resolution; and (ii) the Company shall comply with the relevant Listing Rules requirements; and (B) after three years from the date of Shareholders’ approval for the last refreshment (or, as the case may be, the date of adoption of the New Share Option Scheme), the requirements under (A) shall not be applicable.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(e) If the Company conducts a sub-division or consolidation of Shares after the Scheme Mandate Limit and/or the Annual Limit set out in paragraph 4(a) or 4(b) above (as the case may be) has been approved by the Shareholders in general meeting, the maximum number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and all other share schemes of the Company (i) under the five (5)% limit in respect of the Scheme Mandate Limit, and (ii) under the 0.5 per cent limit in respect of the Annual Limit, as a percentage of the total number of issued Shares of the Company at the date immediately before and after such sub-division or consolidation of Shares shall be the same (rounded to the nearest whole share).
5. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT
(a) Subject to sub-paragraphs 5(b), (c) and (d), the total number of Shares issued and to be issued upon exercise of all options granted to each Participant under the New Share Option Scheme and any other share option schemes of the Company (excluding those lapsed in accordance with the terms of the New Share Option Scheme) in any 12-month period shall not exceed one (1)% of the total number of Shares in issue (excluding treasury shares).
(b) Notwithstanding sub-paragraph 5(a), where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such Participant (excluding those lapsed in accordance with the terms of the New Share Option Scheme) in the 12-month period up to and including the date of such further grant representing in aggregate over one (1)% of the total number of Shares in issue (excluding treasury shares), such further grant must be separately approved by the Shareholders in general meeting with such Participant and his or her close associates, or his or her associates if the Participant is a connected person (all as defined under the Listing Rules) of the Company, abstaining from voting. The relevant requirements under the Listing Rules must be complied with.
(c) In addition to paragraph 4 and sub-paragraphs 5(a) and 5(b), each grant of Options to a Participant who is a Director (other than members of Administration Committee), chief executive or substantial Shareholder of the Company, or any of their respective associates under the New Share Option Scheme must be approved by the independent non-executive Directors.
(d) Where the Board proposes to grant any Option to a Participant who is a substantial Shareholder or any of his or her associates, which would result in the Shares issued and to be issued in respect of all options granted (excluding those lapsed in accordance with the terms of the New Share Option Scheme) to such Participant under the New Share Option Scheme and any other share schemes of the Company in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the total number of Shares in issue (excluding treasury shares), such proposed grant of Options must be approved by
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
the Shareholders in general meeting. The Company shall send a circular to the Shareholders containing the information required under Chapter 17 of the Listing Rules. The Participant, his or her associates, and all core connected persons (as defined under the Listing Rules) of the Company shall abstain from voting in favour at such general meeting. For the avoidance of doubt, a substantial Shareholder or any of his or her associates in this section refers only to Participants of the New Share Option Scheme as defined thereunder, being a director or employee of the Group.
6. EXERCISE PERIOD
Subject to paragraphs 10, 12, 13 and 14 and such other terms and conditions upon which such Option is granted, an Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the Option Period which shall be notified by the Board to each Grantee upon grant of the Option and shall commence on a date not earlier than the date on which the Option is granted or deemed to be granted and expire not later than ten (10) years from the Offer Date of the Option, subject to any restrictions or conditions on the exercise of the Option as the Board may determine.
7. PERFORMANCE TARGET
Subject to the provisions of the New Share Option Scheme, the Listing Rules and any applicable laws and regulations, the Board may at its sole and absolute discretion when making the Offer impose any conditions, restrictions or limitations in relation thereto additional to those expressly set forth in the New Share Option Scheme as it may think fit (which shall be stated in the Offer Letter), including any performance target(s) the Board thinks appropriate that must be achieved by the Grantee and any vesting period for which an Option must be held, before any Options can be exercised. The performance target, if any, shall be based on the performance of the Participant and/or the operating or financial performance of the Group including but not limited to (i) business performance and financial performance of the Group such as the profit before tax of the Group; (ii) attaining of corporate goals (e.g. operational efficiency, optimisation of internal operations and systems, consolidation of customer relationships); (iii) individual performance; and/or (iv) other criteria (e.g. leadership, skills enhancement, technology empowerment, innovation) to be determined by the Board in its absolute discretion from time to time, which shall be set out in the relevant Offer Letter in relation to the grant of Options issued to each selected Participant.
The Company will evaluate the actual performance and contribution of a Participant against the performance targets set and form a view as to whether the relevant performance targets have been satisfied. For Employee Participants, each performance target may be assessed either annually or cumulatively over a period of years, on an absolute basis or relative to pre-established targets, to previous years' results or to a designated comparison group, in each case as specified by the Board (or, in case the Grantee is a Director and/or a chief executive of the Company, the Remuneration Committee) in its sole discretion. The Board (and the Remuneration Committee in respect of grants of Options to the Directors and/or chief executive of the Company) shall have the sole discretion in determining whether the relevant performance targets for the Participant have been met.
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
8. CLAWBACK MECHANISM
Notwithstanding the terms and conditions of the Scheme, the Board has the authority to clawback any Option that has been previously granted but not yet exercised, without a Grantee's consent, in the event that:
(a) a Grantee ceases to be a Participant by reason of the termination of his or her employment or contractual engagement with the Group or the Relevant Company for cause or without notice or with payment in lieu of notice;
(b) a Grantee has been convicted of a criminal offence involving his or her integrity or honesty;
(c) in the reasonable opinion of the Board, a Grantee has engaged in serious misconduct or breaches the terms of the New Share Option Scheme or the Offer Letter in any material respect; or
(d) the Company is required to exercise a claw-back in accordance with applicable laws and regulations, including the Listing Rules, and/or pursuant to a request from any regulatory authority (including but not limited to the Stock Exchange).
Under the above circumstances, the Board may (but is not obliged to) by notice in writing to the Grantee concerned claw back such number of Options (to the extent not being exercised) granted as the Board may consider appropriate.
In the event Options were granted to the Directors or senior management of the Company without performance targets and/or a clawback mechanism, the Company will comply with the requirements under the Listing Rules that the relevant announcement will include the views of the Remuneration Committee on why performance targets and/or a clawback mechanism are not necessary and how the grants would align with the purpose of the New Share Option Scheme.
9. NON-TRANSFERABILITY OF OPTIONS
An Option shall be personal to the Grantee and shall not be assignable nor transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option or enter into any agreement to do so. Any breach of the foregoing by the Grantee shall entitle the Company to immediately cancel any Option granted to such Grantee (to the extent not already exercised) without the consent of the relevant Grantee.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
10. RIGHTS ON CEASING TO BE A PARTICIPANT
Subject to as hereinafter provided and such other terms and conditions upon which such Option is granted, the Option may be exercised in whole or in part at any time during the Option Period provided that:
(a) Where the Grantee ceases to be a Participant for any reason other than his or her death or the termination of his or her employment, directorship, office or appointment on one or more of the grounds specified in paragraph 18(d) below, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) within the period of three (3) months, or such other period as the Board may determine, following the date of such cessation, which date shall be the last actual working day with the Relevant Company whether salary is paid in lieu of notice or not, or the last date of office or appointment as director of the Relevant Company, as the case may be, in the event of which, the date of cessation as determined by a resolution of the board of directors or governing body of the Relevant Company shall be conclusive.
(b) Where the Grantee ceases to be a Participant by reason of death and none of the events which would otherwise be a ground for termination of his or her employment, directorship, office or appointment under paragraph 18(d) below arises, the legal personal representative(s) of the Grantee or the Grantee, as the case may be, shall be entitled within a period of twelve (12) months following the date of death of the Grantee, or such other period as the Board may determine, to exercise the Option up to the entitlement of such Grantee at the date of death (to the extent not already exercised).
(c) Where the Grantee is a Participant of a Relevant Company at the time of the grant of the relevant Option, in the event that such Grantee shall cease to be a Participant of the Relevant Company but immediately following such cessation becomes, or continues to be, a Participant of another Relevant Company, then the Option (to the extent exercisable and not exercised) shall remain exercisable until its expiry in accordance with the provisions of the New Share Option Scheme and the terms and conditions upon which such Option is granted unless the Board shall determine to the contrary.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
11. VESTING PERIOD OF OPTION
Notwithstanding any rights to be conferred on any Grantee upon the occurrence of any events prescribed in the New Share Option Scheme, the vesting period of any Options granted to any Participant under the New Share Option Scheme, shall not be less than twelve (12) months from (and including) the Offer Date. The vesting period in respect of any Options granted to Employee Participants may be less than twelve (12) months from (and including) the Offer Date in any of the following circumstances:
(a) grants of Options with performance-based vesting conditions pursuant to the requirements as provided in the scheme document (if any) in lieu of time-based vesting criteria;
(b) grants of Options that are made in batches during a year for administrative and compliance reasons;
(c) grants of Options with a mixed or accelerated vesting schedule such as where the Option may vest evenly over a period of twelve (12) months; and
(d) grants of Options with a total vesting and holding period of more than twelve (12) months.
12. RIGHTS ON WINDING-UP
An Option may be exercised at any time or times during the Option Period provided that, in the event a notice is given by the Company to the Shareholders to convene a Shareholders' meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, the Company shall on the same date as or soon after it despatches such notice to convene the Shareholders' meeting, give notice thereof to all Grantees. Each Grantee (or the Grantee's legal personal representative(s)) may by notice in writing to the Company (such notice to be received by the Company not later than four (4) Business Days prior to the proposed date of the Shareholders' meeting) exercise all or any of his or her Options (to the extent which has become exercisable and not already exercised), such notice to be accompanied by a payment for the full amount of the aggregate Exercise Price for the Shares in respect of which the notice is given, whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed Shareholders' meeting referred to above, allot and issue the relevant Shares to the Grantee credited as fully paid and register the Grantee as holder thereof.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
13. RIGHTS ON GENERAL OFFER
An Option may be exercised at any time or times during the Option Period provided that, if a general offer (whether by way of takeover offer, share repurchase offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or in concert with the offeror), the Company shall, subject to the applicable laws and regulatory requirements, use its best endeavours to procure that such offer is extended comparably to all the Grantees. If such offer, having been approved in accordance with applicable laws and regulatory requirements and/or becomes, or is declared unconditional, the Grantee (or the Grantee's legal personal representative(s)) shall be entitled to exercise his Option in full (to the extent which has become exercisable and not already exercised) at any time within fourteen (14) days or such other period as may be notified by the Company after the date on which such general offer has been approved and/or becomes or is declared unconditional.
14. RIGHTS ON COMPROMISE OR ARRANGEMENT WITH MEMBERS OR CREDITORS
An Option may be exercised at any time or times during the Option Period provided that, if a compromise or arrangement (including any process having similar effect) between the Company and its Shareholders or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all Grantees on the same date as it despatches the notice of meeting to each Shareholder or creditor of the Company to consider such a compromise or arrangement, and thereupon each Grantee (or the Grantee's legal personal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of two (2) months thereafter and the date on which such compromise or arrangement is sanctioned by the court, exercise any of his or her Options whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse and determine except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee (or the Grantee's legal personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement, or otherwise as the Company may require for the proper conduct of the compromise or arrangement. If for any reason such compromise or arrangement is not approved by the relevant court (whether upon the terms presented to the relevant court or upon any other terms as may be approved by such court) the rights of the Grantees to exercise their respective Options shall with effect from the date of the making of the order by the relevant court be restored in full) as if such compromise or arrangement had not been proposed by the Company and no claim shall lie against the Company or any of its officers for any loss or damage sustained by any Grantee as a result of the aforesaid suspension.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
15. ADJUSTMENTS
Subject to paragraphs 4 and 5, in the event of capitalisation issue, rights issue, consolidation, sub-division, or reduction of the share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange whilst any Option remains exercisable (excluding any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in respect of a transaction), such corresponding adjustments (if any) shall be made to:
(a) the number of Shares subject to the Options granted but unexercised under the New Share Option Scheme; and/or
(b) the Exercise Price at which a Grantee may subscribe for Shares on the exercise of an Option.
In respect of any such adjustments, other than any adjustments made on a capitalisation issue, an independent financial adviser or the auditor of the Company must confirm in writing to the Directors, that such adjustments are in their opinion fair and reasonable, and satisfy the requirements set out in the Listing Rules, including the note to Rule 17.03(13) therein and the Appendix 1 to FAQ13 — No.16 issued by the Stock Exchange (and any future guidance or interpretation of the Listing Rules issued by the Stock Exchange from time to time) (the "Supplementary Guidance"). In any event, the Company shall observe the adjustment calculation approaches, methodologies and formulae detailed in the Supplementary Guidance, in line with the overriding principle that no adjustments to the Exercise Price or number of Shares should be made to the advantage of any Participants without specific prior Shareholders' approval, as illustrated in the Supplementary Guidance. Any adjustment shall give a Grantee the same proportion of the equity capital of the Company (rounded to the nearest whole share) as that to which the Grantee was previously entitled, provided that no such adjustments shall be made to the extent that a Share would be issued at less than its nominal value, and the issue of securities of the Company as consideration in a transaction shall not be regarded as a circumstance requiring adjustment. The capacity of the independent financial adviser or the auditor of the Company in this paragraph 15 is that of experts and not of arbitrators and their confirmation shall, in the absence of manifest error, be final and binding on the Company and the Grantees.
16. ALTERATION TO TERMS OF THE NEW SHARE OPTION SCHEME
The New Share Option Scheme may be altered in any respect by resolution of the Board except for the following matters which shall require Shareholders' approval in general meeting:
(a) Any alteration to the terms and conditions of the New Share Option Scheme which is of a material nature or any change to the terms relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Participant.
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(b) Any change to the authority of the Directors or administrators of the New Share Option Scheme to alter the terms of the New Share Option Scheme.
Any change to the terms of Options granted to a Participant shall be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders in general meeting (as the case may be) if the initial grant of the Options was so approved, except where the alteration takes effect automatically under the existing terms of the New Share Option Scheme.
The amended terms of the New Share Option Scheme or the Options must continue to comply with the relevant requirements of Chapter 17 of the Listing Rules. Written notice of any alterations made in accordance with this paragraph shall be given to all Grantees.
17. RANKING OF SHARES
The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-laws for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, and accordingly shall have the same voting, dividend, transfer and other rights, including those arising on a liquidation of the Company as attached to the fully paid Shares in issue as at the date of allotment and will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment, or if later, before the date of registration of the allotment in the register of members of the Company. No voting rights shall be exercisable and no dividends shall be payable in relation to any Options that have not been exercised. Shares to be allotted upon the exercise of the Options shall not carry voting rights until completion of the registration of the Grantee (or any other person) as the holder thereof.
18. LAPSE OF OPTION
An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
(a) the expiry of the relevant Option Period;
(b) the expiry of any of the periods referred to in paragraph 10, 12, 13 or 14;
(c) subject to the compromise or arrangement becoming effective, the expiry of the period referred to in paragraph 14;
(d) except as otherwise determined by the Board, the date on which the Grantee ceases to be a Participant by reason of the termination of his or her employment,
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
directorship, office or appointment on the grounds that he or she has been guilty of misconduct, or has committed any act of bankruptcy, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which the Relevant Company would be entitled to terminate the Grantee's employment, directorship or office or appointment at common law or pursuant to such laws applicable or under the Grantee's service contract or contract of appointment with the Relevant Company. A resolution of the board of directors or governing body of the Relevant Company to the effect that the employment or directorship or office or appointment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 18(d) shall be conclusive;
(e) subject to paragraph 12, the date of commencement of the winding-up of the Company;
(f) the date on which the Grantee commits a breach of paragraph 9; or
(g) the date on which the Option is cancelled by the Board as provided in paragraph 22.
19. CONDITIONS
The New Share Option Scheme shall take effect subject to the following conditions:
(a) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the Shareholders in general meeting; and
(b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options that may be granted under the New Share Option Scheme.
20. TERM OF THE NEW SHARE OPTION SCHEME
Subject to paragraphs 19 and 23, the New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date (the "Scheme Period"), after which period no further Options will be granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect and Options which are granted during the Scheme Period may continue to be exercisable in accordance with the provisions of the New Share Option Scheme.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
21. RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS
Subject to the Listing Rules and other applicable laws and regulations as may be in force from time to time, any grant of Option may not be made after inside information (as defined in the Listing Rules) has come to the knowledge of the Company until such inside information has been announced. In particular, no Option may be granted during the period commencing 30 days immediately before the earlier of (a) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company's results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the last date on which the Company must announce its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement. The period during which no Option may be granted includes any period of delay in publishing the results announcement.
Where the grant of Options is made to a Director, notwithstanding the paragraph above, no Options shall be granted to the Directors: (i) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and (ii) during the period of 30 days immediately preceding the publication date of half-year results or, if shorter, the period from the end of the relevant quarterly or half-yearly period up to the publication date of the results.
22. CANCELLATION OF OPTIONS
Without prejudice to paragraph 9, the Board may, with the consent of the relevant Grantee, at any time at its absolute discretion cancel any Option granted. Where the Company cancels Options pursuant to this paragraph and makes an Offer to the same Participant, the Offer may only be made under the New Share Option Scheme with the available Scheme Mandate Limit and Annual Limit approved by the Shareholders as mentioned in paragraph 4. Options cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit and the Annual Limit.
23. EARLY TERMINATION
The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event, no further Options will be offered but the Options already granted thereunder may, subject to the terms of the New Share Option Scheme, continue to be exercisable in accordance with their terms of issue and in all other respects, the provisions of the New Share Option Scheme shall remain in full force and effect. Details of the Options granted, including Options exercised or outstanding, under the New Share Option Scheme shall be disclosed in the circular to Shareholders seeking approval of any new scheme to be established or refreshment of the Scheme Mandate Limit and/or the Annual Limit after its termination.
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
24. ADMINISTRATION
The New Share Option Scheme shall be subject to the administration of the Administration Committee. Subject to the requirements of the Listing Rules and the terms of the New Share Option Scheme, the Administration Committee shall have the right to interpret and construe the provisions of the New Share Option Scheme and make such other decisions, determinations or regulations as it shall deem appropriate in the administration of the New Share Option Scheme.
The Company may issue new Shares and/or utilise treasury shares (if any) to satisfy grant of the Options under the Scheme to the extent permitted by the Listing Rules, all applicable laws and regulations and the Bye-laws.
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NOTICE OF SGM
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 the special general meeting (the "SGM") 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 Monday, 8 June 2026 at 12:15 p.m. (or as soon as practicable after the conclusion of the annual general meeting of the Company to be held at 12:00 noon on Monday, 8 June 2026) for the purpose of considering and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
"THAT
conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any new ordinary shares in the capital of the Company (excluding treasury shares) ("Shares") which may fall to be issued pursuant to the exercise of options that may be granted under the share option scheme of the Company (the "New Share Option Scheme") (a copy of which marked "A" is produced to the Meeting and signed for the purpose of identification by the Chairman of the Meeting and the principal terms of which have been summarised in Appendix to the circular of the Company dated 13 May 2026):
(a) the New Share Option Scheme be and is hereby approved and be adopted on 1 July 2026; and
(b) the Directors be and are hereby authorised to grant options to subscribe for Shares under the New Share Option Scheme, to allot, issue and deal with Shares which fall to be issued pursuant to the exercise of options that may be granted under the New Share Option Scheme and to do all such acts and things as they consider necessary or expedient to give effect to the New Share Option Scheme."
By Order of the Board
Midland Holdings Limited
MUI Ngar May, Joel
Company Secretary
Hong Kong, 13 May 2026
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:
(a) The SGM will be held in the form of a physical meeting. The resolution at the SGM 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 and the Company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange.
(b) A member of the Company entitled to attend and vote at the SGM 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.
(c) Whether or not you intend to attend the SGM in person, 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 Investor Services 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 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 and at any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.
(e) Where there are joint holders of any share 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 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.
(f) The record date for determining the entitlement to attend and vote at the SGM will be Monday, 8 June 2026. The register of members of the Company will be closed from Wednesday, 3 June 2026 to Monday, 8 June 2026, 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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 2 June 2026.
(g) 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 SGM, the SGM will be adjourned. The Company will post an announcement on the Company's website (www.midland.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 SGM.
The SGM 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 SGM under bad weather conditions bearing in mind their own situation.
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