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JD Logistics, Inc. Capital/Financing Update 2009

Jul 17, 2009

50717_rns_2009-07-17_6a3b78c8-f79e-4636-8070-58e893bf5da4.pdf

Capital/Financing Update

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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.

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(Stock Code: 1172)

ANNOUNCEMENT DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

Reference is made to the Announcements in relation to the Facility Letter. On 17th July, 2009, a revised Facility Letter was entered into amongst the same parties to vary certain terms under the facility, among others, the Relevant Percentage has been changed from 45% to 38%.

Further, on 17th July, 2009, certain wholly-owned subsidiaries of the Company, as borrowers, and the Company, as guarantor, entered into a revised facility letter with another bank for certain banking facilities with a new covenant relating to specific performance of the controlling shareholders of the Company imposed.

This announcement is made pursuant to Rule 13.18 of the Listing Rules.

This announcement is made pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

FACILITY LETTER

Reference is made to the announcements made by Midas International Holdings Limited (the “ Company ”) dated 20th October, 2008 and 21st October, 2008 (the “ Announcements ”) in relation to the Facility Letter (as defined in the Announcements).

As disclosed in the Announcements, pursuant to the Facility Letter, it would be a requirement for Chuang’s Consortium International Limited (“ Chuang’s Consortium ”), the controlling shareholder of the Company, to beneficially own 45% (the “ Relevant Percentage ”) or more of the issued share capital of the Company at all times during the subsistence of the banking facilities, failing which, the bank may demand repayment of all or any of the outstanding amount pursuant to the Facility Letter together with accrued interest.

* For identification purpose only

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On 17th July, 2009, a revised Facility Letter was entered into amongst the same parties to vary certain terms under the facility, among others, the Relevant Percentage has been changed from 45% to 38%. There is no other material change to the terms under the facility. The maximum aggregate amount of the facilities remains to be HK$146,632,500. As at the date of this announcement, the outstanding balance under the revised Facility Letter, comprising three term loans and other trade related facilities amounted to HK$16,162,500 with details as follows:

Nature
Term loan
Term loan
Term loan
Other trade related facilities
Total
Facility
amount
(HK$)
40,200,000
4,687,500
9,375,000
92,370,000
146,632,500
Outstanding
amount
Maturity date
(HK$)
9,600,000
August 2009
937,500
August 2009
5,625,000
January 2011
0
Subject to
annual review
16,162,500

SECOND FACILITY LETTER

Further, on 17th July, 2009, certain wholly-owned subsidiaries of the Company, as borrowers, and the Company, as guarantor, entered into a revised facility letter with another bank for certain banking facilities (the “ Second Facility Letter ”) with a new covenant relating to specific performance of the controlling shareholders of the Company imposed. The Second Facility Letter comprises various trade related facilities with an aggregate amount up to HK$20,000,000 which is subject to annual review without a definitive maturity date. Pursuant to the Second Facility Letter, there is also a covenant requiring Chuang’s Consortium to maintain its shareholding in the Company for no less than 35%, failing which, the bank may demand repayment of all or any of the outstanding amount pursuant to the Second Facility Letter together with accrued interest. As at the date of this announcement, the outstanding balance under the Second Facility Letter amounted to HK$9,351,247.

The Company will make continuing disclosure pursuant to Rule 13.21 of the Listing Rules in subsequent interim and annual reports for so long as circumstances giving rise to the relevant obligation continues to exist.

By Order of the board of directors of Midas International Holdings Limited Richard Hung Ting Ho Chairman and Managing Director

Hong Kong, 17th July, 2009

As at the date of this announcement, the board of directors of the Company comprises three executive directors, being Mr. Richard Hung Ting Ho, Mr. Kwok Chi Fai and Mr. Albert Chuang Ka Pun, one non-executive director, being Mr. Dominic Lai, and three independent non-executive directors, being Mr. Abraham Shek Lai Him, Dr. Eddy Li Sau Hung and Mr. Yau Chi Ming.

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