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

Mar 13, 2000

Listed Company Information

MIDAS PRINTING<1172> - Announcement 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) (the `Company') PLACING OF NEW SHARES The Company will place through the Placing Agent, a total of 47,000,000 new Shares of HK$0.10 each to the Placee(s) at a price of HK$0.88 per each Placing Share. The 47,000,000 Placing Shares represent approximately 18.51% of the existing issued share capital of the Company and approximately 15.62% 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$40.2 million. It is presently intended that such net proceeds will be used as additional working capital of the Company. 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. PLACING AGREEMENT DATED 10TH MARCH, 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 18.51% of the existing issued share capital of the Company and approximately 15.62% 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 Before Placing After Placing Shareholder (Note) Gold Throne Finance 23.63% 19.94% Limited (60,000,000 Shares) Moscow Profits 7.88% 6.65% Limited (20,000,000 Shares) ------ ------ 31.51% 26.59% Note: Gold Throne Finance Limited is a wholly-owned subsidiary of China Cyberworld Limited (formerly known as Chuang's China Investments Limited), the securities of which are listed on the Stock Exchange and Moscow Profits Limited is a company which is 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. 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 the 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 placement and underwriting commission of 2.5% on the gross proceeds of the Placing. Placing Price The price for the Placing Shares is HK$0.88 per each Placing Share representing a discount of approximately 27.27% to the average closing price of the Shares, i.e. HK$1.21, over the 10 previous trading days up to 10th March, 2000 on the Stock Exchange and also representing a discount of approximately 31.78% to the closing price of the Shares, i.e. HK$1.29, as quoted on the Stock Exchange on 10th March, 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 15th April 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 6th May, 1999. 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$40.2 million. It is presently intended that such net proceeds will be used as additional working capital of the Company and will not be used for repayment of borrowings or for acquisition of assets. 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 ascribed 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 Gold Throne Finance Limited, Shareholder' 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 10th March 2000 in respect of the Placing `Placing Share(s)' a total of 47,000,000 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 Chiu Chairman Hong Kong, 11th March, 2000