| Communication with Shareholders and Investor Relations
The Company is committed to ensuring that the Group shall comply with
disclosure obligations under the Listing Rules and other applicable
laws and regulations, and that all shareholders and potential investors
of the Company have opportunities to receive and obtain information
issued by the Company. Information regularly provided to the shareholders
includes annual and interim reports, circulars and announcements in
accordance with applicable laws and regulations.
Pursuant to the Listing Rules, voting by poll has become mandatory
on all resolutions (except resolutions relate purely to procedural or
administrative matters) put forward at general meetings and the poll
results will be posted on the websites of the Stock Exchange and the
Company. Notice to shareholders will be sent in the case of annual general
meetings at least 20 clear business days before the meeting and at least
10 clear business days in the case of all other general meetings in
accordance with the Code.
The Company provides an opportunity for its shareholders to seek clarification
and to obtain a better understanding of the Group's performance in the
general meetings of the Company. The Company acknowledges that general
meetings are good communication channels with its shareholders. The
Company welcomes the attendance of its shareholders at general meetings
to express their views. At the general meeting, each substantial issue
will be considered by a separate resolution, including the re-election
of individual retiring Directors, and the poll procedures will be clearly
explained. The Chairman of the Board and the Chairman of the relevant
Board committees and/or their duly appointed delegates and/or Board
committee members are available to attend the annual general meeting
to interact with, and answer questions from, the shareholders. The external
auditor is also required to be present at the annual general meeting
to answer questions about the conduct of the audit, the preparation
and content of the independent auditor's report, the accounting policies
and auditor's independence.
To foster effective communications with shareholders and investors,
the Company maintains a website at www.midland.com.hk
where the Company's announcements, circulars, notices, financial
reports, business development, corporate governance practices, latest
memorandum of association and bye-laws of the Company and other
information are posted.
The 2015 annual general meeting of the Company was held on 26 June
2015. At the meeting, separate resolution was proposed by the chairman
of the meeting in respect of each separate issue, including re-election
of retiring Directors, and voted by way of poll. The Company announced
the results of the poll in the manner prescribed under the Listing
Rules. The Directors including Chairman of the Board, Chairman and
members of the Audit Committee, Nomination Committee and Remuneration
Committee as well as the representative of PricewaterhouseCoopers
attended the 2015 annual general meeting and had effective communication
with shareholders of the Company.
During the year 2015, there were no changes to the memorandum of
association and bye-laws of the Company.
Shareholders' Rights
(i) Procedures for Shareholders to Convene a Special General
Meeting ("SGM")
The Board shall, on the requisition in writing by the shareholder(s)
to the Board or the Secretary of the Company holding at the date
of deposit of the requisition not less than one-tenth of the paid
up capital of the Company carrying the right of voting at general
meetings of the Company, forthwith proceed to convene a SGM in accordance
with the bye-laws of the Company.
If within twenty-one days of such deposit the Board fails to proceed
to convene the SGM, the requisitionists, or any of them representing
more than one half of the total voting rights of all of them, may
themselves convene a meeting but any meeting so convened shall not
be held after the expiration of three months from the said date.
(ii) Procedures for Putting Forward Proposals at General Meeting
("GM")
Shareholders can submit a written requisition to move a resolution
at GM. The number of shareholders shall represent not less than
one-twentieth of the total voting rights of all the shareholders
having at the date of the requisition a right to vote at the GM,
or shall not be less than one hundred shareholders.
The written requisition must state the resolution, accompanied
by a statement of not more than one thousand words with respect
to the matter referred to in any proposed resolution or the business
to be dealt with at the GM. It must also be signed by all of the
shareholders concerned and be deposited at the registered office
of the Company in Bermuda and Rooms 2505-8, 25th Floor, World-Wide
House, 19 Des Voeux Road Central, Hong Kong for the attention of
"Manager, Company Secretarial Department" not less than
six weeks before the GM in case of a requisition requiring notice
of a resolution and not less than one week before the GM in case
of any other requisition.
The shareholders concerned must deposit a sum reasonably sufficient
to meet the Company's expenses giving the notice of the resolution
and circulating the statement submitted by the shareholders concerned
under applicable laws and rules.
The procedures for a shareholder of the Company to propose a person
for election as a Director is posted on the website of the Company.
(iii) Shareholders' Enquiries
Shareholders should direct their questions about their shareholdings
to the Company's Hong Kong branch share registrar and transfer office,
Tricor Abacus Limited. Shareholders and investors may during office
hours make a request for the Company's information to the extent
that such information is publically available. Shareholders may
also send their enquiries and concerns to the Board by addressing
them to the Investors Relations Department by post at Rooms 2505-8,
25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong
or by e-mail to investor@midland.com.hk.
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