JD Logistics, Inc. — Proxy Solicitation & Information Statement 2014

Jul 21, 2014

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 transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

==> picture [311 x 118] intentionally omitted <==

(Stock Code: 1172)

PROPOSALS INVOLVING

RE-ELECTION OF RETIRING DIRECTORS AND GENERAL MANDATES TO REPURCHASE AND ISSUE ORDINARY SHARES

A notice convening the annual general meeting of Midas International Holdings Limited (the ‘‘Company’’) to be held at 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong on Monday, 25th August, 2014 at 10:00 a.m. is set out on pages 101 to 104 of the annual report of the Company for the year ended 31st March, 2014 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 25th Floor, Alexandra House, 18 Chater Road, Central, 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.

22nd July, 2014

• 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 Monday, 25th August, 2014 at 10:00 a.m., the notice of which is set out on pages 101 to 104 of the annual report of the Company for the year ended 31st March, 2014 despatched together with this circular

• ‘‘Articles of Association’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘CCIL’’ Chuang’s Consortium International Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 367)

• ‘‘Company’’ Midas International Holdings Limited, a company incorporated in the Cayman Islands, the Shares of which are listed on the Stock Exchange

• ‘‘Companies Law’’ the Companies Law of the Cayman Islands

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 11th July, 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Memorandum’’ the memorandum of association of the Company

‘‘Repurchase Proposal’’ the proposal to approve the Repurchase Resolution to grant 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 and fully-paid up share capital of the Company at the date of passing the Repurchase Resolution

– 1 –

DEFINITIONS

• ‘‘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 passing the Repurchase Resolution to be proposed at the Annual General Meeting as referred to in resolution No. 4A of the notice of the Annual General Meeting

• ‘‘Securities and Futures Ordinance’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.10 each in the capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

• The Hong Kong Code on Takeovers and Mergers

• ‘‘HK$’’

• the Hong Kong dollars

– 2 –

==> picture [311 x 118] intentionally omitted <==

(Stock Code: 1172)

Executive Directors: Mr. Richard Hung Ting Ho (Chairman and Managing Director) Miss Candy Chuang Ka Wai Mr. Geoffrey Chuang Ka Kam

Non-Executive Director: Mr. Dominic Lai

Independent Non-Executive Directors: Mr. Abraham Shek Lai Him, G.B.S., J.P. Dr. Eddy Li Sau Hung, B.B.S., J.P. Mr. Yau Chi Ming

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business: 25th Floor, Alexandra House 18 Chater Road Central Hong Kong 22nd July, 2014

To Shareholders,

Dear Sir or Madam,

INTRODUCTION

It is proposed that at the Annual General Meeting of the Company to be held on Monday, 25th August, 2014 resolutions will be proposed, inter alia, (i) to re-elect retiring Directors (ii) to grant to the Directors a general mandate to repurchase Shares and (iii) to grant to the Directors a general mandate to allot, issue and deal with Shares.

PROPOSED DIRECTORS FOR RE-ELECTION

In accordance with Article 116 of the Articles of Association, two Directors, Miss Candy Chuang Ka Wai and Mr. Dominic Lai will retire and, being eligible, will offer themselves for re-election at the Annual General Meeting.

• For identification purpose only

– 3 –

Set out below are the biographical details of the two Directors proposed to be re-elected:

Miss Candy Chuang Ka Wai (‘‘Miss Chuang’’), aged 32, an Executive Director and a member of the corporate governance committee of the Company, has over 10 years of experience in general management, marketing and property business. She is an executive director and a member of the corporate governance committee of CCIL and the chairman of Treasure Auctioneer International Limited. Miss Chuang is the daughter of Mr. Alan Chuang Shaw Swee (‘‘Mr. Alan Chuang’’), the Chairman and executive director of CCIL, the controlling shareholder of the Company. She is also the sister of Mr. Geoffrey Chuang Ka Kam, an Executive Director of the Company. She is a member of The Chinese People’s Political Consultative Conference, Xiamen Committee, Beijing Youth Federation, Fujian Youth Federation, Xiamen Overseas Friendship Association, The Y. Elites Association Limited and Hong Kong United Youth Association, the Honorary President of the Hong Kong CPPCC of Fukien Province Members Association, the Vice Chairman of the General Association of Xiamen (H.K.) Ltd. and a member of the board of councillors of Public Art Hong Kong. She joined the Group in 2010 and is a director of certain subsidiaries of the Company and CCIL. She also holds directorship in certain private companies beneficially owned by Mr. Alan Chuang. As at the Latest Practicable Date, Miss Chuang held 1,092,366 shares in Chuang’s China Investments Limited, a subsidiary of CCIL and listed on the Stock Exchange. Save as disclosed herein, she did not hold any directorship in any other listed company in the last three years.

Mr. Dominic Lai (‘‘Mr. Lai’’), aged 67, was an Independent Non-Executive Director of the Company from 20th March, 2000 until his re-designation as a Non-Executive Director of the Company on 5th August, 2004. Mr. Lai is also a member of the audit committee, remuneration committee and nomination committee of the Company. He is a practising solicitor in Hong Kong and is admitted as a solicitor in England and Wales, the Republic of Singapore and the States of New South Wales and Victoria, Australia. Mr. Lai is currently a non-executive director of NWS Holdings Limited and Oriental Press Group Limited, both are listed on the Stock Exchange. Save as disclosed herein, he did not hold any directorship in any other listed company in the last three years.

Miss Chuang has no service contract nor any specified length or proposed length of service with the Company. The director’s fee for the year ended 31st March, 2014 for Miss Chuang amounted to HK$20,000, which was determined by reference to related payments made by the Company in previous years. Mr. Lai, being the Non-Executive Director, has a three years’ service contract with the Company subject to re-election. Total emolument for the year ended 31st March, 2014 for Mr. Lai was HK$80,000 which was determined by reference to his duties and experience and related payments made by the Company in pervious years.

Both Directors mentioned above are subject to retirement by rotation and re-election at least once every three years pursuant to Appendix 14 of the Listing Rules and the Articles of Association of the Company.

– 4 –

Except mentioned above, both Directors subject to re-election have no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance, no relationship with any other Directors, senior management, substantial or controlling Shareholders, and no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listings Rules, and there is no matter that needs to be brought to the attention of the Shareholders.

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.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,207,208,278 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares would be issued or repurchased prior to the Annual General Meeting, the Directors would be allowed under the Repurchase Resolution to repurchase a maximum of 220,720,827 Shares (being 10% of the Shares in issue) during the period up to (i) the conclusion of next annual general meeting of the Company or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held or (iii) the revocation or variation of authority given under the Repurchase Resolution by an ordinary resolution of the Shareholders in general meeting of the Company, whichever is the earliest.

GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions, which are set out in resolutions Nos. 4B and 4C 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 441,441,655 Shares (being 20% of the Shares in the issued share capital of the Company at the date of passing 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.

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.

– 5 –

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and the 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.

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.

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 and the Articles of Association.

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 March, 2014 in the event that the Repurchase Resolution 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 Resolution 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.

– 6 –

TAKEOVERS 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 Takeovers Code. As a result, a Shareholder, or group of Shareholders 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 Takeovers 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 CCIL, is interested in 1,341,049,258 Shares, representing approximately 60.76% of the issued share capital of the Company. In the event that the Directors were to exercise in full the power to repurchase Shares which is to be granted pursuant to the Repurchase Resolution, the shareholding of Gold Throne would increase to approximately from 60.76% to 67.51% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26.1 of the Takeovers Code.

SHARES REPURCHASE MADE BY THE COMPANY

There was no repurchase made 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.

– 7 –

SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each month from July 2013 up to and including the Latest Practicable Date were as follows:

	Per Share	Per Share
	Highest	Lowest
Month	Traded Price	Traded Price
	(HK$)	(HK$)
2013
July	0.202	0.183
August	0.205	0.179
September	0.205	0.176
October	0.212	0.176
November	0.215	0.194
December	0.285	0.204
2014
January	0.229	0.200
February	0.215	0.173
March	0.207	0.180
April	0.200	0.155
May	0.196	0.145
June	0.185	0.157
July (up to and including the Latest Practicable Date)	0.180	0.166

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

– 8 –

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 March, 2014 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 25th Floor, Alexandra House, 18 Chater Road, Central, 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.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Article 80 of the Articles of Association and Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the Annual General Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.

RECOMMENDATIONS

The Directors believe that (i) the re-election of the retiring Directors (ii) the Repurchase Proposal and (iii) 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 set out in the notice of the Annual General Meeting as they intend to do themselves in respect of their own holdings.

Yours faithfully, For and on behalf of Midas International Holdings Limited Richard Hung Ting Ho Chairman and Managing Director

– 9 –