JD Logistics, Inc. — AGM Information 2003

Apr 15, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Midas International Holdings Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE

ORDINARY SHARES AND TO ISSUE ORDINARY SHARES

A notice convening the annual general meeting of Midas International Holdings Limited (the “Company”) to be held at 20th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong on Tuesday, 6th May, 2003 at 10:00 a.m. is set out on pages 6 to 8 of the annual report of the Company for the year ended 31st December, 2002 despatched together with this circular. Whether or not you intend to attend the said meeting, you are requested to complete the proxy form enclosed in the said annual report in accordance with the instructions printed thereon and return the same to the head office and principal place of business of the Company at 1st Floor, 100 Texaco Road, Tsuen Wan, New Territories, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the said meeting.

7th April, 2003

* For identification purpose only

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Annual General Meeting”	the annual general meeting of the Company to be held on
	Tuesday, 6th May, 2003 at 10:00 a.m., notice of which is
	set out on pages 6 to 8 of the annual report of the Company
	for the year ended 31st December, 2002 despatched together
	with this circular
“Company”	Midas International Holdings Limited, a company
	incorporated in the Cayman Islands, the Shares of which
	are listed on the Stock Exchange
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“Latest Practicable Date”	31st March, 2003, being the latest practicable date prior to
	the printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Preference share(s)”	non-voting redeemable preference share(s) of HK$0.01 each
	in the capital of the Company
“Repurchase Proposal”	the proposal to approve the Repurchase Resolution to give
	a general mandate to the Directors to exercise all the powers
	of the Company to repurchase during the relevant period
	Shares up to a maximum of 10% of the Shares in the issued
	share capital of the Company at the date of the Repurchase
	Resolution
“Repurchase Resolution”	the ordinary resolution granting to the Directors a general
	mandate to exercise all the powers of the Company to
	repurchase during the relevant period Shares up to a
	maximum of 10% of the Shares in the issued and fully-paid
	up share capital of the Company at the date of the
	Repurchase Resolution to be proposed at the Annual General
	Meeting as referred to in resolution No. 5A of the notice of
	the Annual General Meeting
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars

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Executive Directors:

Mr. CHAN Sheung Chiu (Chairman) Mr. KWONG Tin Lap (Managing Director) Mr. KWOK Chi Fai (Deputy Managing Director) Ms. LI Mee Sum, Ann Mr. TANG Chow Ming, Paul

Head office and principal place of business: 1st Floor, 100 Texaco Road Tsuen Wan New Territories Hong Kong

Non-Executive Director:

Mr. LEE Sai Wai

Independent Non-Executive Directors:

Mr. Dominic LAI Mr. SHEK Lai Him, Abraham

7th April, 2003

To shareholders,

Dear Sir or Madam,

INTRODUCTION

It is proposed that at the Annual General Meeting of the Company to be held on 6th May, 2003, inter alia , resolutions will be proposed (i) to grant to the Directors a general mandate to repurchase Shares and (ii) to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company at the date of the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares under the Repurchase Resolution.

GENERAL MANDATE TO REPURCHASE SHARES

It will be proposed at the Annual General Meeting the Repurchase Resolution and the Directors propose to seek your approval thereof.

GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions, which have been set out in resolutions No. 5B and 5C of the notice of the Annual General Meeting, respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company at the date of the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares under the Repurchase Resolution.

* For identification purpose only

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SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 390,290,068 Shares and 326,166,667 Preference Shares.

Subject to the passing of the Repurchase Resolution and the relevant resolutions on granting the general mandate to the Directors to issue new Shares and on the basis that no further Shares shall be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under these resolutions to repurchase a maximum of 39,029,006 Shares and to issue a maximum of 78,058,013 Shares.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Articles of Association and the laws of the Cayman Islands which provide that the amount of capital repaid in connection with Share repurchases may only be paid out of either the capital paid up on the relevant Shares, or the profits that would otherwise be available for dividend, or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the profit that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders of the Company.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the shareholders of the Company.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Resolution in accordance with the Listing Rules, all applicable laws of the Cayman Islands and the regulations set out in the Memorandum of Association and Articles of Association of the Company.

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There might be an adverse impact on the working capital or gearing position of the Company as compared with the positions disclosed in the Company’s annual report for the year ended 31st December, 2002 in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the Company’s gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Resolution, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. As a result, a shareholder, or group of shareholders of the Company acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Gold Throne Finance Limited (“Gold Throne”), a wholly owned subsidiary of Chuang’s China Investments Limited (“CCIL”), is interested in 84,000,000 Shares, representing approximately 21.5% of the issued Shares. Moscow Profits Limited (“MPL”) is interested in 25,000,000 Shares, representing approximately 6.4% of the issued Shares. MPL is a company owned as to 66% by Mr. Alan Chuang Shaw Swee and as to 34% by Mrs. Alice Siu Chuang Siu Suen, both being substantial shareholders and directors of Chuang’s Consortium International Limited, the controlling shareholder of CCIL. MPL is a party acting in concert with CCIL. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Resolution, the aggregate shareholding of Gold Throne and MPL in the Company would increase from 27.9% to approximately 31.0% of the Shares in the issued share capital of the Company. Such an increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

In addition, Gold Throne is interested in 72,000,000 convertible Preference Shares (“Convertible Preference Shares”) which are convertible into an aggregate of 144,000,000 Shares. Repurchases made by the Company may in certain circumstances, coupled with any conversion by Gold Throne of the Convertible Preference Shares, result in Gold Throne and its concert parties’ aggregate interest in the voting capital of the Company exceeding 30% and result in an obligation to make a general offer for the Shares.

The Directors have no intention to exercise the general authority under the Repurchase Proposal to repurchase Shares to such an extent as would result in such an obligation arising. Save as the aforesaid, the Directors are not aware of any consequences which would arise under the Takeover Code as a consequence of any repurchases pursuant to the repurchase mandate.

SHARES REPURCHASE MADE BY THE COMPANY

There was no repurchase by the Company, or any of its subsidiaries, of any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each month from April 2002 to March 2003 were as follows:

	Per Share	Per Share
	Highest	Lowest
Month	Traded Price	Traded Price
	(HK$)	(HK$)
2002
April	0.275	0.186
May	0.335	0.255
June	0.365	0.250
July	0.275	0.223
August	0.240	0.210
September	0.265	0.240
October	0.240	0.220
November	0.290	0.220
December	0.340	0.285
2003
January	0.435	0.330
February	0.480	0.395
March	0.510	0.410

RECOMMENDATION

The Directors believe that the Repurchase Proposal and the general mandate to be granted to the Directors to issue new Shares are all in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that all shareholders should vote in favour of the resolutions No. 5A, 5B & 5C set out in the notice of the Annual General Meeting as they intend to do themselves in respect of their own holdings.

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed in the annual report of the Company for the year ended 31st December, 2002 despatched together with this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the said proxy form and return it to the head office and principal place of business of the Company at 1st Floor, 100 Texaco Road, Tsuen Wan, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not prevent you from attending and voting at the Annual General Meeting if you so wish.

Yours faithfully, For and on behalf of Midas International Holdings Limited CHAN Sheung Chiu Chairman

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