If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you
should obtain independent professional advice or consult your stockbroker or other registered
dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Integrated Distribution Services Group
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 transferee.

INTEGRATED DISTRIBUTION SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability)
(Stock Code: 2387)
DISCLOSEABLE TRANSACTION
ACQUISITION OF PB LOGISTICS LIMITED
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

3 September 2007

Page
Definitions ...................................................................... 1
Letter from the Chairman
Introduction ................................................................ 3
The Acquisition ............................................................. 4
TheConsideration ........................................................... 4
InformationoftheSellerandPBLogisticsLimited .............................. 4
Reasons for and effects of the Acquisition . . . ................................... 5
General .................................................................... 5
Appendix – Additional Information ............................................... 6
CONTENT

– i –

In this Circular, unless the context requires otherwise, the following expressions have the
following meanings:
‘‘Acquisition’’ the acquisition of the entire issued share capital of PB
Logistics Limited pursuant to the Agreement
‘‘Agreement’’ the agreement dated 15 August 2007, pursuant to which
IDS Group Limited has conditionally agreed to proceed
with the Acquisition
‘‘associates’’, ‘‘connected
person(s)’’
has the meaning ascribed to them under the Listing Rules
‘‘Company’’ Integrated Distribution Services Group Limited, a company
incorporated in Bermuda whose shares are listed on the
Main Board of the Stock Exchange
‘‘Completion’’ completion of the Acquisition
‘‘Consideration’’ cash consideration of approximately 11.53 million
(HK$180.39 million)
‘‘Directors’’ directors of the Company
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the
People’s Republic of China
‘‘IDS Group Limited’’ IDS Group Limited, a wholly-owned subsidiary of the
Company
‘‘Latest Practicable Date’’ 28 August 2007, being the latest practicable date prior to
the printing of this Circular for ascertaining certain
information contained in this Circular
‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock
Exchange
‘‘PB Logistics Limited’’ PB Logistics Limited, a company incorporated under the
laws of England and Wales
‘‘Remaining Businesses’’ remaining part of businesses of the Peter Black Group
which are principally engaged in supply chain management
for the United Kingdom and Continental European retail
groups for footwear, accessories and personal care
merchandise
DEFINITIONS

– 1 –

‘‘Seller’’ Higher Check Limited
‘‘SFO’’ The Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
‘‘Share(s)’’ ordinary share(s) of US$0.10 each of the Company
‘‘Shareholder(s)’’ holders of Share(s) of the Company in issue
‘‘Stock Exchange’’ 00 = HK$15.6456. No representation is made that any
amounts in has been or could be converted at the above rate or at any other rate or at all.
DEFINITIONS

– 2 –

INTEGRATED DISTRIBUTION SERVICES GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 2387)
Non-executive Directors:
Dr. Victor FUNG Kwok King (Chairman)
John Estmond STRICKLAND
#
Dr. FU Yu Ning
#
Professor LEE Hau Leung
#
Dr. William FUNG Kwok Lun
William Winship FLANZ
Jeremy Paul Egerton HOBBINS
LAU Butt Farn
Executive Directors:
Benedict CHANG Yew Teck
(Group Managing Director)
Joseph Chua PHI
(Chief Operating Officer)
Rajesh Vardichand RANAVAT
#
Independent Non-executive Director
Registered Office:
Clarendon House
2ChurchStreet
Hamilton HM 11
Bermuda
Principal place of business:
15th Floor, LiFung Centre
2OnPingStreet
Siu Lek Yuen
Shatin, N.T.
Hong Kong
3 September 2007
To Shareholders
Dear Sirs or Madam,
DISCLOSEABLE TRANSACTION
ACQUISITION OF PB LOGISTICS LIMITED
INTRODUCTION

On 15 August 2007, IDS Group Limited entered into the Agreement with the Seller, an
independent third party, pursuant to which the Group has agreed to acquire from the Seller the
entire issued share capital of PB Logistics Limited for a total cash consideration of approximately
11.53 million (HK$180.39 million).
The Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of
the Listing Rules. This Circular contains details of the Acquisition required to be disclosed under
the Listing Rules.
LETTER FROM THE CHAIRMAN

– 3 –

THE ACQUISITION
On 15 August 2007, IDS Group Limited entered into the Agreement with the Seller,
pursuant to which the Group has agreed to acquire from the Seller the entire issued share capital
of PB Logistics Limited. Completion will be conditional upon the completion of an internal group
restructuring involving PB Logistics Limited, and is expected to take place, in each case, on or
about 31 August 2007 (or such later date as the parties may agree). As at the Latest Practicable
Date, the Completion had not taken place. The obligations of IDS Group Limited under the
Agreement will be guaranteed by the Company.
THE CONSIDERATION

The cash consideration of approximately 11.53 million (HK$180.39 million) was arrived at
after arm’s length negotiations between the parties by taking into account current market and
industry condition. Such amount represents 12 times of the audited profit after tax of PB Logistics
Limited for the 53-week period ended 31 January 2007 at approximately 0.977 million
(HK$15.29 million).
The Consideration will be payable to the Seller on Completion.
INFORMATION OF THE SELLER AND PB LOGISTICS LIMITED

PB Logistics Limited is principally engaged in the provision of supply chain management,
international freight, warehousing, transport and pre-retailing services to retailers and suppliers in
the United Kingdom. There are approximately 720 staff in the business. The principal activity of
the Seller is an investment holding company.
The profit before and after tax of PB Logistics Limited for the 53-week period ended 31
January 2007 based on audited accounts prepared under UK Accounting Standards (UK Generally
Accepted Accounting Practice) were approximately 1.41 million (HK$22.06 million) and 0.977
million (HK$15.29 million), respectively. The audited loss before and after tax of PB Logistics
Limited for the 52-week period ended 31 January 2006 were approximately 2.85 million
(HK$44.59 million) and 2.89 million (HK$45.22 million), respectively. The net asset value
based on audited accounts of PB Logistics Limited for the 53-week period ended 31 January 2007
was 4.43 million (HK$69.31 million). PB Logistics Limited will declare and pay dividend in the
sum of 2.0 million (HK$31.29 million) to its shareholder prior to Completion. After Completion,
PB Logistics Limited will pay certain costs mainly related to management benefits in an
aggregate amount not exceeding 1.64 million (HK$25.66 million).
The Company understood from the Seller that Peter Black Group, an affiliate of the Seller,
would also dispose of the Remaining Businesses to a subsidiary of Li & Fung Limited, which is a
connected person of the Company by virtue of the existence of a common controlling shareholder,
namely Li & Fung (1937) Limited. As at the Latest Practicable Date, it is expected that PB
Logistics Limited would enter into a logistics service agreement with a subsidiary of Li & Fung
Limited for the continuing provision of the existing logistics service to the Remaining Businesses,
and the Remaining Businesses would enter into a lease agreement with PB Logistics Limited to
lease a property to, and charge the related expenses against, PB Logistics Limited. Further
announcement will be made in due course.
LETTER FROM THE CHAIRMAN

– 4 –

To the best of knowledge, information and belief of the Directors, the Seller and its ultimate
beneficial owners are third parties independent of the Company and any connected persons of the
Company(asdefinedintheListingRules).
REASONS FOR AND EFFECTS OF THE ACQUISITION

The Group is one of the leading integrated-distribution services providers in Asia covering
the three core businesses of Marketing, Logistics and Manufacturing. It is anticipated that the
Acquisition will provide a strong entry point for the Group to expand into Europe in line with its
global logistics strategy giving the Group a presence in the key markets of Asia, the United States
and Europe. In addition, it will enable the Group to leverage on its strong presence in Asia,
especially China, in terms of offering end-to-end solutions to the large retailers and importers in
the United Kingdom.
The Directors, including the independent non-executive directors of the Company, consider
that the terms of the Acquisition are fair and reasonable, and are in the interests of the Group and
the shareholders of the Company as a whole.
Following the Completion, PB Logistics Limited will become an indirect wholly-owned
subsidiary of the Company. The results, assets and liabilities will be consolidated into the
financial statements of the Group. The Acquisition will be financed from the Group’s internal
cash reserves and bank borrowings. The Group’s assets will be increased by the assets of PB
Logistics Limited and decreased by the amount of cash reserves taken for financing the
transaction. The Group’s liabilities will be increased by the amount of bank borrowings for the
transaction and the liabilities of PB Logistics Limited. Incremental earnings will be generated for
the Group subsequent to the Acquisition.
GENERAL

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the
Acquisition exceeds 5% but are below 25%, the Acquisition constitutes a discloseable transaction
for the Company under the Listing Rules.
Your attention is drawn to the additional information regarding the Group which is required
to be disclosed under the Listing Rules as set out in the Appendix of this Circular.
Yours faithfully,
Victor FUNG Kwok King
Chairman
LETTER FROM THE CHAIRMAN

– 5 –

1. RESPONSIBILITY STATEMENT
This Circular includes particulars given in compliance with the Listing Rules for the purpose
of giving information with regard to the Company. The Directors collectively and individually
accept full responsibility for the accuracy of the information contained in this Circular and
confirm, having made all reasonable enquiries, that to the best of their knowledge and belief,
there are no other facts the omission of which would make any statement contained in this
Circular misleading.
2. DISCLOSURE OF INTERESTS

(I) Interests of Directors and the Chief Executives
As at the Latest Practicable Date, the Directors and chief executives of the Company had the
following interests in the Shares and underlying shares and debentures of the Company or any of
its associated corporations (within the meaning of Part XV of the SFO) which were required to be
notified to the Company and the Stock Exchange pursuanttoDivisions7and8ofPartXVofthe
SFO (including interests and short positions which they are taken or deemed to have under such
provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed
Companies (‘‘Model Code’’) and which are required to be entered in the register under section
352 of the SFO:
(A) Long position in Shares and underlying shares of the Company
Name of Director
Number of Shares
Number of
underlying shares
under equity
derivatives
(Share Options)
Total
interest
Approximate
percentage
of issued
share capital
Personal
interest
Family
interest
Corporate/
trust
interest
Other
interest
(%)
Dr. Victor
FUNG Kwok King
2,405,509 — 155,860,917
(Note 1)
——158,266,426 50.61
Dr. William
FUNG Kwok Lun
——155,860,917
(Note 1)
——155,860,917 49.84
Benedict
CHANG Yew Teck
2,162,573 ———12,180,000
(Note 2)
14,342,573 4.59

Joseph Chua PHI 1,422,632 ———2,175,000 3,597,632 1.15
Rajesh Vardichand
RANAVAT

345,000 ———1,725,000 2,070,000 0.66
LAU Butt Farn 610,549 ——— —610,549 0.20
John Estmond
STRICKLAND

—— —22,000
(Note 3)
— 22,000 0.00
APPENDIX ADDITIONAL INFORMATION

– 6 –

The interests of Dr. Victor FUNG Kwok King and Dr. William FUNG Kwok Lun in
the Shares are summarized in the following chart:
50% 50%
100%
82.75%
49.28%
50.72%
Notes:
1. As at the Latest Practicable Date, King Lun Holdings Limited (‘‘King Lun’’) through its indirect non-
wholly owned subsidiary, Li & Fung (Gemini) Limited (‘‘LFG’’), held a 49.28% interest in Li & Fung
(Distribution) Limited (‘‘LFD’’). In addition, King Lun also through its wholly owned subsidiary, Li
& Fung (1937) Limited (‘‘LF1937’’), held 50.72% interest in LFD. LFD held 155,860,917 Shares,
representing 49.84% of the issued share capital of the Company. King Lun are owned (a) as to 50%
by J.P. Morgan Trust Company (Jersey) Limited (which also indirectly held 8.77% of the issued share
capital of LFG), the trustee of a trust established for the benefit of the family members of Dr. Victor
FUNG Kwok King and (b) as to 50% by Dr. William FUNG Kwok Lun. Dr. Victor FUNG Kwok
King and Dr. William FUNG Kwok Lun are deemed to have interests in these shares through their
respective interests in King Lun and indirect interests in LFD as set out above.
2. These interests represent:
a. the beneficial interest of Mr. Benedict CHANG Yew Teck in 3,780,000 underlying shares in
respect of share options granted by the Company to Mr. Benedict CHANG Yew Teck, the
details of which are set out in the Interest in Share Options section stated below; and
b. the deemed interest of Mr. Benedict CHANG Yew Teck in 8,400,000 underlying shares in the
Company in respect of options granted by LF1937 to Mikenwill Investments Limited
(‘‘Mikenwill’’), which is owned by Mr. Benedict CHANG Yew Teck, to require LF1937 to sell
to Mikenwill or its nominee 10,500,000 Shares in five tranches, with the first tranche of
APPENDIX ADDITIONAL INFORMATION

– 7 –

2,100,000 Shares exercised on 9 January 2007 and each of the remaining tranches having an
exercisable period of one year during the period from 1 January 2007 to 31 December 2010
pursuant to an agreement made between LF1937 and Mikenwill dated 5 January 2007.
3. Mr. John Estmond STRICKLAND and his wife, Mrs. Anthea Evadne STRICKLAND are joint
beneficial owners of these Shares.
(B) Short position in Shares and underlying shares of the Company
By virtue of the SFO, each of Dr. Victor FUNG Kwok King and Dr. William FUNG
Kwok Lun was taken as at the Latest Practicable Date to have short position through
LF1937, in which both of them are deemed to have interests as disclosed above, in respect
of an aggregate of 8,400,000 underlying shares in the Company, representing 2.69 percent
of the total issued share capital of the Company. Such interest constitutes, for the purposes
of the SFO, a short position of LF1937 under unlisted physically settled equity derivative
which arise under an agreement made between LF1937 and Mikenwill dated 5 January 2007
pursuant to which options were granted by LF1937 to Mikenwill to require LF1937 to sell
to Mikenwill or its nominee 10,500,000 Shares in five tranches, with the first tranche of
2,100,000 Shares exercised on 9 January 2007 and each of the remaining tranches having an
exercisable period of one year during the period from 1 January 2007 to 31 December 2010.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors and
chief executive of the Company or their associates had any short position in the Shares,
underlying shares and debentures of the Company or any of its associated corporations
(within the meaning of Part XV of the SFO) as recorded in the register required to be kept
under Section 352 of the SFO or as otherwise notified to the Company and the Stock
Exchange pursuant to the Model Code.
APPENDIX ADDITIONAL INFORMATION

– 8 –

(C) Interest in share options
Share options granted under the share option scheme adopted by the written
resolutions of the then sole shareholder of the Company dated 4 November 2004 and
amended by a committee of the Board on 22 November 2004 and remain outstanding:
Name of Director
Number of
Share Options
outstanding
Exercise
Price Grant date Exercise period
HK$
Benedict CHANG
Yew Teck
750,000 4.825 14/12/04 01/01/08-31/12/09
750,000 4.825 14/12/04 01/01/09-31/12/10
380,000 8.600 16/12/05 01/01/08-31/12/09
380,000 8.600 16/12/05 01/01/09-31/12/10
380,000 8.600 16/12/05 01/01/10-31/12/11
380,000 15.100 15/12/06 01/01/09-31/12/10
380,000 15.100 15/12/06 01/01/10-31/12/11
380,000 15.100 15/12/06 01/01/11-31/12/12
Joseph Chua PHI 375,000 4.825 14/12/04 01/01/08-31/12/09
375,000 4.825 14/12/04 01/01/09-31/12/10
210,000 8.600 16/12/05 01/01/08-31/12/09
210,000 8.600 16/12/05 01/01/09-31/12/10
210,000 8.600 16/12/05 01/01/10-31/12/11
265,000 15.100 15/12/06 01/01/09-31/12/10
265,000 15.100 15/12/06 01/01/10-31/12/11
265,000 15.100 15/12/06 01/01/11-31/12/12
Rajesh Vardichand
RANAVAT

345,000 4.825 14/12/04 01/01/08-31/12/09
345,000 4.825 14/12/04 01/01/09-31/12/10
135,000 8.600 16/12/05 01/01/08-31/12/09
135,000 8.600 16/12/05 01/01/09-31/12/10
135,000 8.600 16/12/05 01/01/10-31/12/11
210,000 15.100 15/12/06 01/01/09-31/12/10
210,000 15.100 15/12/06 01/01/10-31/12/11
210,000 15.100 15/12/06 01/01/11-31/12/12
APPENDIX ADDITIONAL INFORMATION

– 9 –

(II) Interests of Shareholders Discloseable Pursuant to the SFO
Save as disclosed below, the Directors are not aware of any other person (other than a
Director or chief executive of the Company or his/her respective associate(s)) who, as at the
Latest Practicable Date, had an interest or short position in the Shares or underlying shares of the
Company which would fall to be disclosed to the Company under the provisions of Divisions 2
and 3 of Part XV of the SFO:
Name of Shareholder Capacity
Number
of Shares
Approximate
percentage of
issued share
capital
(%)
Long Positions
Li & Fung (Distribution)
Limited
Beneficial owner 155,860,917 49.84
Li & Fung (Gemini) Limited Interest of controlled
corporation
155,860,917 49.84

Li & Fung (1937) Limited Interest of controlled
corporation
155,860,917 49.84

King Lun Holdings Limited Interest of controlled
corporation
155,860,917 49.84

J.P. Morgan Trust Company
(Jersey) Limited
Interest of controlled
corporation
155,860,917 49.84

Brookside Capital Investors,
L.P.

Interest of controlled
corporation
15,473,000 4.95

Commonwealth Bank of
Australia
Interest of controlled
corporation
15,459,000 4.94

Short Positions
Li & Fung (1937) Limited Beneficial owner 8,400,000
(Note)
2.69

King Lun Holdings Limited Interest of controlled
corporation
8,400,000

(Note)
2.69

J.P. Morgan Trust Company
(Jersey) Limited
Interest of controlled
corporation
8,400,000

(Note)
2.69

Note:
This short position represents LF1937’s short position in 8,400,000 underlying shares which constitutes unlisted
physically settled equity derivatives pursuant to arrangement as described in the Interests of Directors and Chief
Executives section stated above.
APPENDIX ADDITIONAL INFORMATION

– 10 –

(III) Substantial Shareholders in Other Members of the Group
Save as disclosed below, the Directors are not aware of any other person (other than a
Director or chief executive of the Company, or his/her respective associate(s)) who, as at the
Latest Practicable Date, was directly or indirectly interested in 10% or more of the nominal value
of any class of share capital carrying rights to vote in all circumstances at general meetings of
any other member of the Group:
Name of Company Name of Shareholder (%)
Buttercup Foods Sdn. Bhd.
(In Compulsory Liquidation)
Ishak Bin Ismail. Dato’ Haji 49
IDS Borneo Sdn Bhd Yang Amat Mulia Pengiran Indera Setia
DiRaja Sahibul Karib Pengiran Anak
Haji Idris bin Pengiran Maharaja
Lela Pengiran Muda Abdul Kahar
10
IDS Borneo Sdn Bhd Yang DiMuliakan lagi DiHormati Pehin
Orang Kaya DiGadong Seri DiRaja
Dato Laila Utama Awang Haji Abdul
Rahman bin Pehin Orang Kaya Shahbandar
Awang Haji Mohd Taha (Deceased)
20
IDS Performance Services Sdn.
Bhd.
Mohd Fauzi Bin Mohd Fadzil 30
IDS Sebor (Sarawak) Holdings
Sdn. Bhd.
Perbadanan Pembangunan Ekonomi Sarawak 32.91
PT. Singa Jaya Kapita PT. Madari Eka Pratama 15
SebQuest Technology Sdn. Bhd.
(In Members’ Voluntary
Liquidation)
Ruby Quest Sdn. Bhd. 40
3. SERVICE CONTRACTS

There is no existing or proposed service contract between any of the Directors or proposed
Directors and the Company or any of its subsidiaries, which is not determinable within one year
without payment of compensation other than by statutory compensation.
APPENDIX ADDITIONAL INFORMATION

– 11 –

4. COMPETING INTERESTS
As at the Latest Practicable Date, none of the Directors and their respective associates had
any interest in a business which competes or may compete with the business of the Group.
5 LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged
in any litigation or arbitration of material importance and, so far as the Directors are aware, no
litigation or claim of material importance is pending or threatened against the Company or any of
its subsidiaries.
6. GENERAL

(a) The secretary of the Company is Ms. YUEN Ying Kwai, a fellow member of both The
Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of
Chartered Secretaries.
(b) The qualified accountant of the Company is Mr. CHAN Kam Chiu, a fellow member
of The Association of Chartered Certified Accountants and an associate member of the
Hong Kong Institute of Certified Public Accountants.
(c) The registered office of the Company is Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda.
(d) The head office and principal place of business of the Company is 15th Floor, LiFung
Centre, 2 On Ping Street, Siu Lek Yuen, Shatin, New Territories, Hong Kong.
(e) The principal share registrar of the Company is Butterfield Fund Services (Bermuda)
Limited, Rosebank Centre, 11 Bermudiana Road, Pembroke HM 08, Bermuda and its
branch share registrar is Tricor Abacus Limited (formerly known as Abacus Share
Registrars Limited) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai,
Hong Kong.
(f) The English text of this Circular shall prevail over the Chinese text.
APPENDIX ADDITIONAL INFORMATION

– 12 –