JD Logistics, Inc. — Share Issue/Capital Change 2000

Jul 13, 2000

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.

	MIDAS PRINTING GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)

PLACING OF NEW SHARES

The Company has agreed to place through the Placing Agent, a total of 60,000,000 new Shares of HK$0.10 each to the Placee(s) at a price of HK$0.35 per Placing Share. The 60,000,000 Placing Shares represent approximately 19.87% of the existing issued share capital of the Company, being 301,904,068 Shares, and approximately 16.58% of the issued share capital as enlarged by the Placing. The Placing is fully underwritten by the Placing Agent.

The net proceeds of the Placing are estimated to be approximately HK$20.3 million. It is presently intended that such net proceeds will be used as additional working capital of the Company. Currently, the Company has no specific plan on the use of proceeds.

The Placing is conditional on the approval of the listing of, and permission to deal in, the Placing Shares being granted by the Listing Committee of the Stock Exchange.

The Placing Shares will be issued under the general mandate granted to the directors of the Company at the annual general meeting of the Company held on 23rd May, 2000.

PLACING AGREEMENT DATED 12TH JULY, 2000

Placing agent and underwriter in the Placing Agreement

Tai Fook Securities Company Limited, on a fully underwritten basis.

Number of Shares to be Placed

The Placing Shares represent approximately 19.87% of the existing issued share capital of the Company and approximately 16.58% of the issued share capital as enlarged by the issue of the Placing Shares.

Shareholdings of the Largest Substantial Shareholder

The percentage of shareholdings held by the Largest Substantial Shareholder before and after Placing are as follows:--

Largest Substantial Shareholder	Before Placing	After Placing
Gold Throne Finance Limited (60,000,000 Shares)	19.87%	16.58%
Moscow Profits Limited (20,000,000 Shares)	6.62%	5.53%
	26.49%	22.11%

Note: Gold Throne Finance Limited is a wholly-owned subsidiary of China Cyberworld Limited, the securities of which are listed on the Stock Exchange and Moscow Profits Limited is a company which is beneficially owned as to 66% by Mr. Alan Chuang Shaw Swee and owned as to 34% by Ms. Alice Siu Chuang Siu Suen. Mr. Alan Chuang Shaw Swee and Ms. Alice Siu Chuang Siu Suen are the controlling shareholders of Chuang's Consortium International Limited, the holding company of China Cyberworld Limited.

Placees

The Placing Agent has placed to more than six independent individual, corporate and/or institutional investor(s).

Independence of Placees and the Placing Agent

The Placing Agent is independent of, and not connected with, and not acting in concert with the directors, chief executives and substantial shareholders of the Company and any of its subsidiaries or any of their respective associates. The Placing Agent has agreed to procure Placees who are independent of, and not connected with, and not acting in concert with the directors, chief executives and substantial shareholders of the Company and any of its subsidiaries or any of their respective associates or failing which, itself to subscribe for the full amount of the Placing Shares. The Placing Agent would receive an aggregate placing and underwriting commission of 2.5% on the gross proceeds of the Placing.

Placing Price

The price for the Placing Shares is HK$0.35 per each Placing Share represent a discount of approximately 24.1% to the average closing price of the Shares, i.e. HK$0.461, over the 10 previous trading days up to 12th July, 2000 on the Stock Exchange and also represent a discount of approximately 14.6% to the closing price of the Shares, i.e. HK$0.41, as quoted on the Stock Exchange on 12th July, 2000.

Condition and Completion of Placing

Completion of the Placing is conditional upon the Stock Exchange granting listing of and permission to deal in the Placing Shares. Completion of the Placing is expected to take place on or before 18th August, 2000 (or such other date as may be agreed between the Company and the Placing Agent).

Mandate to Issue Placing Shares

The Placing Shares will be issued under the general mandate granted to the directors of the Company at the annual general meeting of the Company held on 23rd May, 2000.

Rights of Placing Shares

The Placing Shares, when fully paid, will rank pari passu in all respects with the existing Shares of the Company in issue including the right to any dividends or distributions, made or declared after the date of completion of the Placing in respect thereof.

Reasons for Placing

The Placing will broaden the capital base and shareholder base of the Company.

Use of Proceeds

The net proceeds receivable by the Company under the Placing are estimated to be approximately HK$20.3 million. It is presently intended that such net proceeds will be used as additional working capital of the Company. Currently, the Company has no specific plan on the use of proceeds.

Application for Listing

The Company will make application to the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Terms used in this Announcement

“associates”	has the meaning abscribed thereto in the Listing Rules
“Company”	Midas Printing Group Limited, a company incorporated in the Cayman Islands whose securities are listed on the Stock Exchange
“Largest Substantial Shareholder”	Gold Throne Finance Limited, a company incorporated in the British Virgin Islands and Moscow Profits Limited, a company incorporated in the British Virgin Islands
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Placee(s)”	six or more independent individual, corporate and/or institutional investor(s) whom the Placing Agent or its agent(s) has agreed to procure to subscribe for the Placing Shares
“Placing”	the placing of the Placing Shares on the terms and subject to the conditions of the Placing Agreement
“Placing Agent”	Tai Fook Securities Company Limited
“Placing Agreement”	the placing agreement made between the Company and the Placing Agent dated 12th July, 2000 in respect of the Placing
“Placing Share(s)”	a total of 60,000,000 new Shares to be placed pursuant to the Placing Agreement
“Share(s)”	ordinary shares of HK$0.10 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

By order of the Board of
Midas Printing Group Limited
Chan Sheung ChiuChairman

Hong Kong, 12th July, 2000