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 has been provided to the shareholders regularly which includes annual and interim reports, circulars and announcements in accordance with the 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 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 Board committees, and other Board members attend the annual general meeting to interact with, and answer questions from, the shareholders. The external auditor is also required to attend 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.midlandici.com.hk where the Company’s announcements, circulars, notices, financial reports, business development, corporate governance practices, latest memorandum and articles of association of the Company and other information are posted.
The 2018 annual general meeting of the Company was held on 6 June 2018. At the meeting, separate resolution was proposed by the chairman of the meeting in respect of each separate issue, including the re-election of individual 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 Chairman of the Board and other Board members as well as the representative of PricewaterhouseCoopers attended the 2018 annual general meeting and had effective communication with shareholders of the Company.
An extraordinary general meeting of the Company was held on 13 February 2018. At the meeting, a separate resolution proposed by the chairman of the meeting to approve, confirm and ratify the Target Companies Acquisition Agreements and the Properties Acquisition Agreements and all transactions contemplated thereunder as detailed in the notice of the meeting dated 23 January 2018. Another extraordinary general meeting of the Company was held on 3 December 2018. At the meeting, a separate resolution proposed by the chairman of the meeting in respect of each separate issue, to approve the Cross Referral Services Agreement (2018), the transactions thereunder, the new annual caps under the Cross Referral Services Agreement (2018) for the financial years ending 31 December 2019, 2020 and 2021 and to revise up the maximum annual amounts of referral fees expected to be paid/payable by the Group to Midland Group under the Cross Referral Services Agreement (2015) from HK$110 million to HK$130 million for the year ended 31 December 2018, and to authorise any director of the Company to execute the Cross Referral Services Agreement (2018) and any other agreements, documents and to do all acts and things in connection therewith and to approve the said revised annual cap, and to authorise any director of the Company to do all acts and things in connection therewith as detailed in the notice of the meeting dated 14 November 2018. The Chairman of the Board and all Independent Non-Executive Directors attended the above extraordinary general meetings and had effective communication with shareholders of the Company.
During the year, there were no changes to the memorandum and articles of association of the Company.
(i) Procedures for Shareholders to Convene an Extraordinary General Meeting (“EGM”)
The Board shall, at all times, on the requisition in writing to the Board or the Company Secretary of the Company by one or more shareholders holding at the date of deposit of the requisition not less than onetenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company (the “Eligible Shareholder(s)”), forthwith proceed to convene an EGM in accordance with the articles of association of the Company.
If within twenty-one days of such deposit, the Board fails to proceed to convene such EGM, the requisitionist(s) himself/herself/themselves may do so in accordance with the articles of association of the Company, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
(ii) Procedures for Putting Forward Proposals at EGM
Eligible Shareholders who wish to require an EGM to be called by the Board for the purpose of making proposals at the EGM must deposit a written requisition (the “Requisition”) signed by the Eligible Shareholder(s) concerned to the principal office of the Company in Hong Kong at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong for the attention of “Manager, Company Secretarial Department”.
The Requisition must state clearly the name(s) of the Eligible Shareholder(s) concerned, his/her/their shareholding in the Company, the reason(s) to convene an EGM, the agenda of the EGM including the details of the business(es) proposed to be transacted at the EGM, and signed by the Eligible Shareholder(s) concerned.
The Company will check the Requisition and the identity and the shareholding of the Eligible Shareholder(s) will be verified with the Company’s Hong Kong branch share registrar. If the Requisition is found to be proper and in order, the Board will convene an EGM within two months and/or include the proposal(s) or the resolution(s) proposed by the Eligible Shareholder(s) at the EGM after the deposit of the Requisition. On the contrary, if the Requisition has been verified as not in order, the Eligible Shareholder(s) concerned will be advised of this outcome and accordingly, the Board will not convene an EGM and/or include the proposal(s) or the resolution(s) proposed by the Eligible Shareholder at the EGM.
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 Tengis Limited. Shareholders and the investment community may during office hours make a request for the Company’s information to the extent that such information is publicly available. Shareholders may also send their enquiries and concerns to the Board by addressing them to the Investor Relations Department by post at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong or by email to