Midland Holdings Limited (the "Company") (Stock Code: 1200)

Terms of Reference for Nomination Committee

1. Overall Objectives
The nomination committee (the "Committee") is appointed by the board of directors (the "Board") to, having regard to the independence and quality of nominees, make recommendations to the Board so as to ensure that all nominations are fair and transparent.
2. Authority
2.1 The Committee is authorised by the Board to make recommendations to the Board regarding appointment of directors to the Board.
2.2 The Committee is authorised to seek professional advice inside and outside of the group, at the Company's expense, as and when it considers this necessary.
3. Organisation
3.1 Membership
3.1.1 The Board will nominate the Committee members and the chairman of the
Committee.
3.1.2 The Committee shall comprise at least three members to be appointed by the Board from time to time. A majority of the members of the Committee shall be independent non-executive directors ("INED").
3.1.3 A quorum of any meeting shall be two members one of whom must be an INED.
3.1.4 The secretary of the Committee will be the company secretary.
3.2 Meetings
3.2.1 Only Committee members are entitled to attend meetings. The Committee may invite such other person to attend its meeting where appropriate to assist in the effective discharge of the Committee's duties.
3.2.2 Meetings shall be held whenever the chairman of the Committee deems it necessary but not less than once a year.

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3.2.3 Notice of any meetings has to be given at least 14 days prior to any such meeting being held, unless all members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a member shall be deemed waiver of the requisite length of notice by the member. Notice of any adjourned meeting is not required if adjournment is for less than 14 days.
3.2.4 The secretary shall circulate the agenda and supporting documentation to the Committee members a reasonable period in advance of or as soon as possible before each meeting.
3.2.5 The quorum for decisions of the Committee shall be any two members one of whom must be an INED.
3.2.6 Resolutions of the Committee shall be passed by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote.
3.2.7 A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
3.2.8 Minutes of the Committee meetings shall be circulated to all members of the
Committee.
3.3 Annual General Meeting
The chairman of the Committee or in his/her absence, another member of the Committee, shall attend the Company's Annual General Meeting and be prepared to respond to shareholders' questions on the Committee's activities and their responsibilities.
4. Roles and Responsibilities
4.1 Chairmanship
The chairman of the Committee will be appointed by the Board who must be the chairman of the Board or an INED.
4.2 Responsibilities
4.2.1 Review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy.

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4.2.2 Develop plans for orderly succession for appointments to the Board and other senior positions, and will search for, consider and make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive.
4.2.3 Re-appointment of any non-executive director at the conclusion of his or her specified term of office.
4.2.4 Any matters relating to the continuation in office as a director or any director at any time.
4.2.5 Prepare suitable job descriptions and letter of appointment in relation to the Board and, if appropriate, chairmanship and membership of board committees.
4.2.6 Identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships.

4.2.7 Assess the independence of INED.

4.2.8 Make a statement in the Company's Annual Report and Accounts detailing its activities and the process it has used to make any recommendations in respect of appointments to the Board.

4.3 Reporting
4.3.1 The Committee shall report to the directors its activities as the directors may require from time to time.
4.3.2 Minutes shall be kept by the secretary of the Committee and shall be open for directors' inspection.
Revised on 16 March 2012

Note: The Chinese version of this document is for reference only. In case of any discrepancies or inconsistency between the English version and Chinese version, the English version prevails.

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This press release was issued by Midland Holdings Limited and was initially posted at http://www.midlandholdings.com.hk/eng/announcement/pdf/2012/e_1200_20120330c.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 13:54:14 PM. The issuer is solely responsible for the accuracy of the information contained therein.