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JD Logistics, Inc. Capital/Financing Update 2003

Jun 12, 2003

50717_rns_2003-06-12_0710369d-fce1-471d-a424-373191a6ee08.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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CONVERSION OF PREFERENCE SHARES OF MIDAS INTERNATIONAL HOLDINGS LIMITED BY GOLD THRONE FINANCE LIMITED, A WHOLLY OWNED SUBSIDIARY OF CHUANG’S CHINA INVESTMENTS LIMITED; APPLICATION FOR A WHITEWASH WAIVER BY GOLD THRONE FINANCE LIMITED; AND DECLARATION OF CONDITIONAL SPECIAL DIVIDEND BY MIDAS INTERNATIONAL HOLDINGS LIMITED

  • Copies of the Circular containing detailed information in relation to, among other things, (i) the Conversion; (ii) the Whitewash Waiver; (iii) the letter of advice of the independent financial adviser to the Independent Board Committee; (iv) the recommendation of the Independent Board Committee to the Independent Midas Shareholders; (v) general mandates to issue securities and repurchase Midas Shares; and (vi) a notice of the Midas EGM, are expected to be despatched to the Midas Shareholders on 12th June, 2003.

  • The pro forma statement of unaudited adjusted consolidated net tangible asset value of the Midas Group and the expected timetable of the Midas EGM, the books close dates and the payment date of the Conditional Special Dividend are set out below.

  • The Midas Directors have noted the increase in trading volume of the Midas Shares today and wish to state that they are not aware of the reasons for such increase. Save as disclosed below, there are no transactions or information required to be disclosed under the Listing Agreement, which is or may be of a price-sensitive nature.

DESPATCH OF CIRCULAR

Reference is made to the joint announcement of CCIL and Midas dated 22nd May, 2003 in relation to the Concession Agreement and the Conversion (the “Announcement”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

The Midas Directors announce that copies of the circular (the “Circular”) containing detailed information in relation to, among other things, (i) the Conversion; (ii) the Whitewash Waiver; (iii) the letter of advice of the independent financial adviser to the Independent Board Committee; (iv) the recommendation of the Independent Board Committee to the Independent Midas Shareholders; (v) general mandates to issue

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securities and repurchase Midas Shares; and (vi) a notice of the Midas EGM, are expected to be despatched to the Midas Shareholders on 12th June, 2003.

Midas Shareholders are advised to review the Circular before deciding whether or not to vote in favour of the resolutions to be proposed at the Midas EGM.

PRO FORMA STATEMENT OF UNAUDITED ADJUSTED CONSOLIDATED NET TANGIBLE ASSET VALUE OF THE MIDAS GROUP

The Circular contains a pro forma statement of the unaudited adjusted consolidated net tangible asset value of the Midas Group based on the audited consolidated net assets of the Midas Group as at 31st December, 2002 and adjusted as follows:

Audited consolidated net assets as at 31st December, 2002
Add:
Negative goodwill
Proceeds received from the Midas Shares issued on exercise of employee share options
Net surplus on revaluation of the Midas Group’s leasehold land and buildings_(Note 1)
_Less:

Redemption of 83,333,333 Series B Preference Shares in cash
Final dividend paid
Pro forma unaudited adjusted net tangible asset value of the Midas Group
before the Conversion
Conditional Special Dividend declared to be distributed upon the Completion
Pro forma unaudited adjusted net tangible asset value of the Midas Group
after the Conversion
Pro forma unaudited adjusted net tangible asset value of
the Midas Group per Midas Share before the Conversion_(Note 2)
Pro forma unaudited adjusted net tangible asset value of
the Midas Group per Midas Share after the Conversion
(Note 3)_
HK$’000
594,783
6,302
320
7,301
(50,000)
(10,928)
547,778
(4,683)
543,095
HK$0.90
HK$0.74

Notes:

  1. The net surplus from the revaluation of leasehold land and buildings held by the Midas Group are based on the valuation carried out by DTZ Debenham Tie Leung Limited (an independent firm of professional valuers (“DTZ”)) on the Midas Group’s property interests as at 30th April, 2003, the report of which is set out in Appendix II to the Circular.

In accordance with the accounting policy adopted by the Midas Group, leasehold land and buildings are stated in balance sheet at cost less accumulated depreciation, amortisation and accumulated impairment losses. Accordingly, the net surplus arising from revaluation of leasehold land and buildings is not recognized in the financial statements of the Midas Group.

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Neither surplus nor deficit in relation to investment properties of the Midas Group has arisen from the valuation carried out by DTZ on the Midas Group’s property interests as at 30th April, 2003.

  1. Based on the existing issued ordinary share capital of 390,290,068 Midas Shares and that the share capital and share premium of 326,166,667 Midas Preference Shares of HK$195.7 million has been excluded in calculating the pro forma unaudited adjusted net tangible asset value per Midas Share.

  2. Based on the enlarged issued ordinary share capital of 534,290,068 Midas Shares after the Conversion and that the share capital and share premium of the remaining 247,500,000 Series B Preference Shares of HK$148.5 million has been excluded in calculating the pro forma unaudited adjusted net tangible asset value per Midas Share.

EXPECTED TIMETABLE

The following is the expected timetable of the transactions, including the date of the Midas EGM, the books close dates and the payment date of the Conditional Special Dividend:

Expected timetable

Expected timetable 2003 Last day of dealings in the Midas Shares cum the Conditional Special Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24th June Commencement of dealings in the Midas Shares ex-entitlement to the Conditional Special Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 25th June Latest time for lodging transfers of the Midas Shares to be entitled to the Conditional Special Dividend . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 26th June Books closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 27th June to Monday, 30th June Midas EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 30th June Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30th June Remittance for the Conditional Special Dividend to be posted . . . . . . . . . on or before Monday, 21st July

For the purpose of ascertaining the entitlements to the Conditional Special Dividend, the register of members of Midas will be closed from Friday, 27th June, 2003 to Monday, 30th June, 2003, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to receive the Conditional Special Dividend, all transfers accompanied by the relevant share certificates must be lodged with the registrars of Midas in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:00 p.m. on Thursday, 26th June, 2003.

INCREASE IN TRADING VOLUME OF MIDAS SHARES

This statement is made at the request of the Stock Exchange. The Midas Directors have noted the increase in the trading volume of the Midas Shares today and wish to state that they are not aware of the reasons for such increase.

Save for the Announcement and disclosed in this announcement, the Midas Directors confirm that there are no negotiations or agreements in relation to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, nor are the Midas Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

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By Order of the Board Midas International Holdings Limited Kwong Tin Lap Managing Director

Hong Kong, 11th June, 2003

The information in this announcement has been supplied by the Midas Directors. The Midas Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in the announcement, the omission of which would make any statement in this announcement misleading.

  • For identification only

“Please also refer to the published version of this announcement in The Standard”.

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