Midland IC&I : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE PROPERTY

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

DISCLOSEABLE TRANSACTION

IN RELATION TO

THE ACQUISITION OF THE PROPERTY

THE ACQUISITION

The Board is pleased to announce that on 14 May 2021, the Property Purchaser, a wholly-owned subsidiary of the Company, the Property Seller and the Agent have entered into the Property Acquisition Agreement, pursuant to which, the Property Purchaser has agreed to acquire, and the Property Seller has agreed to sell, the Property.

The consideration for the Acquisition is HK$27,800,000, which will be settled in cash by stages.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

1. INTRODUCTION
   The Board is pleased to announce that on 14 May 2021, the Property Purchaser, a wholly-owned subsidiary of the Company, the Property Seller and the Agent have entered into the Property Acquisition Agreement, pursuant to which, the Property Purchaser has agreed to acquire, and the Property Seller has agreed to sell, the Property.

* For identification purpose only

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1. THE ACQUISITION
   The Property Acquisition Agreement Date
   14 May 2021
   Parties
2. 1. the Property Purchaser;
   2. the Property Seller; and
   3. the Agent

Asset to be acquired

Pursuant to the Property Acquisition Agreement, the Property Purchaser has agreed to acquire, and the Property Seller has agreed to sell, the Property. The Property consists of Shop 3 on Ground Floor, Bijou Apartments, No. 157 Prince Edward Road West, Kowloon, Hong Kong with a gross floor area of approximately 356 sq. ft. Upon completion of the Acquisition, the Property will continue to be leased to an independent third party under a tenancy agreement with a term of two years commencing from 1 July 2021 and expiring on 30 June 2023 at a monthly rent of HK$60,000 (exclusive of government rent, rates and management fees). It is intended that the Property will continue to be leased out for rental income after completion of the Acquisition.

Consideration of the Property

The consideration of the Property is HK$27,800,000 after arm's length negotiation between the Property Purchaser and the Property Seller having taken into account, among others, (i) the prevailing market conditions and the estimated market value of the Property and (ii) the prospects of the Property.

The consideration of the Property will be settled in cash by stages using internal resources of the Group as follows: (i) HK$1,390,000 upon the signing of the Property Acquisition Agreement; (ii) HK$1,390,000 on or before 25 May 2021; and (iii) the balance of HK$25,020,000 upon completion of the Acquisition, which shall take place on or before 10 September 2021.

1. REASONS FOR AND BENEFITS OF THE ACQUISITION
   The principal activities of the Group are provision of property agency services in respect of commercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.
   The Acquisition is in line with the Group's strategy and represents an expansion of the Group's existing property investment business. It is expected that the Property will continue to be leased out for rental income and will provide an additional and stable rental income to the Group. The Acquisition would allow the Group to further broaden the income source and to enjoy the possible capital appreciation of the Property.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Property Acquisition Agreement are on normal commercial terms and are fair and reasonable and the entering into of the Property Acquisition Agreement is in the interests of the Company and the Shareholders as a whole.

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1. INFORMATION OF THE PARTIES
   The Property Purchaser, a wholly-owned subsidiary of the Company, is a company incorporated in Hong Kong with limited liability and its principal business activity is property investment.
   The Agent, a wholly-owned subsidiary of the Company, is a company incorporated in Hong Kong with limited liability and is principally engaged in provision of property agency services in Hong Kong.
   To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the Property Seller and its ultimate beneficial owners are independent third parties of the Company and its connected persons; and (ii) the Property Seller is a company incorporated in Hong Kong with limited liability, and is principally engaged in general trading.
2. LISTING RULES IMPLICATIONS
   As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
3. DEFINITIONS
   The following expressions in this announcement have the meanings set out below unless the context requires otherwise:

"Acquisition"	the acquisition pursuant to the Property Acquisition Agreement
"Agent"	Midland Realty (Shops II) Limited, a wholly-owned subsidiary of
	the Company, a company incorporated in Hong Kong with
	limited liability
"Board"	the board of Directors
"Company"	Midland IC&I Limited, a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are listed on the
	Main Board of the Stock Exchange (Stock Code: 459)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"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
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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"Property"	Shop 3 on Ground Floor, Bijou Apartments, No. 157 Prince
	Edward Road West, Kowloon, Hong Kong
"Property Acquisition Agreement"	the provisional property acquisition agreement entered into on 14
	May 2021 among the Property Purchaser, the Property Seller and
	the Agent
"Property Purchaser"	Gold Empire International Limited, a wholly-owned subsidiary of
	the Company, a company incorporated in Hong Kong with
	limited liability
"Property Seller"	Lilly Company Limited, a company incorporated in Hong Kong
	with limited liability, its ultimate beneficial owners are Han Man
	Jun (administrator of the estate of Chu Chor Ho Michael,
	deceased) and Chu Chor Hung, Chu Chor Kong and Chu Chor
	Wai (administrator of the estate of Nea Lee, deceased)
"Share(s)"	the ordinary share(s) with nominal value of HK$0.1 each in the
	share capital of the Company
"Shareholder(s)"	the holder(s) of Share(s)
"sq. ft."	square feet
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent.
	By Order of the Board
	Midland IC&I Limited
	MUI Ngar May, Joel
	Company Secretary
Hong Kong, 14 May 2021

As at the date of this announcement, the Board comprises five Directors, of which three are Executive Directors, namely Mr. WONG Kin Yip, Freddie, Ms. WONG Ching Yi, Angela and Mr. WONG Hon Shing, Daniel; and two are Independent Non-Executive Directors, namely Mr. SHA Pau, Eric and Mr. HO Kwan Tat, Ted.

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