09:34 IDS<02387> - Announcement (5) DEFINITIONS In this announcement, the following expressions have the meanings set out below, unless the context otherwise requires: ``Acquisition and Service Agreement'' the acquisition and service agreement dated 9 March 2005 between JDH (Philippines) and IDS Marketing (Philippines), pursuant to which IDS Marketing (Philippines) has conditionally agreed to acquire from JDH (Philippines) the Inventory, the Motor Vehicles and the IT Equipment and to provide to JDH (Philippines) the Service; ``Company'' Integrated Distribution Services Group Limited, a company incorporated in Bermuda whose shares are listed on the Stock Exchange; ``connected person(s)'' each of which has the meaning ascribed to it under the Listing Rules; ``Director(s)'' director(s) of the Company; ``First Completion Date'' 31 March 2005 or such later date as JDH (Philippines) and IDS Marketing (Philippines) may agree; ``First Tranche Inventory'' certain part of the Inventory relating to a specified principal, the completion of which will take place on the First Completion Date; ``Group'' the Company and its subsidiaries; ``HK$'' Hong Kong Dollars, the lawful currency of Hong Kong; ``IDS Marketing (Philippines)'' IDS Marketing (Philippines), Inc., a company incorporated in the Philippines and a wholly owned subsidiary of the Company; ``Inventory'' certain inventory of JDH (Philippines) to be sold to IDS Marketing (Philippines) under the Acquisition and Service Agreement upon the principals of IDS Marketing (Philippines) requesting it to acquire the same, comprising the First Tranche Inventory, the Second Tranche Inventory, the Other First Tranche Inventory and the Other Second Tranche Inventory; ``IT Equipment'' used information technology equipment to be sold by JDH (Philippines) to IDS Marketing (Philippines) under the Acquisition and Service Agreement; ``JDH (Philippines)'' JDH (Philippines), Inc., a wholly owned subsidiary of LFD; ``LFD'' Li & Fung (Distribution) Limited, a controlling shareholder of the Company; ``Listing Rules'' The Rules Governing the Listing of Securities on the Stock Exchange; ``Motor Vehicles'' used motor vehicles to be sold by JDH (Philippines) to IDS Marketing (Philippines) under the Acquisition and Service Agreement; ``Other First Tranche Inventory'' certain part of the Inventory relating to the same principal that is related to the First Tranche Inventory, the completion of which will take place on the Other Inventory Completion Date, and is (i) the subject of pending purchase orders as at the time of the First Completion Date; (ii) in transit as at the time of the First Completion Date; or (iii) the inventory returned from the trade within 90 days after the First Completion Date; ``Other Second Tranche Inventory'' certain part of the Inventory relating to the same principals that are related to the Second Tranche Inventory, the completion of which will take place on the Other Inventory Completion Date, and is (i) the subject of pending purchase orders as at the time of the Second Completion Date; (ii) in transit as at the time of the Second Completion Date; or (iii) the inventory returned from the trade within 90 days after the Second Completion Date; ``Other Inventory Completion Date'' the date on which the completion of the acquisition of the Other First Tranche Inventory or the Other Second Tranche Inventory takes place, which shall be a date to be agreed by JDH (Philippines) and IDS Marketing (Philippines), provided that in the case of the Other First Tranche Inventory, such date shall be within 90 days from the First Completion Date, and in the case of the Other Second Tranche Inventory, such date shall be within 90 days from the Second Completion Date; ``Percentage Ratios'' has the meaning set out in Rule 14A.10(10) of the Listing Rules;