Hong Kong-based Orient Overseas (International) Limited (OOIL) announced the signing of an investment and cooperation agreement, through its subsidiary Gold Talent, with COSCO Shipping Logistics and JD Logistics, pursuant to which the Parties have agreed to establish a joint venture investing in COSCO’s online logistics platform Eshipping.
The Joint Venture Formation will involve:
- the injection of the JD Onshore Company into the Joint Venture by JD Logistics and the acquisition of the JD Offshore Company by the Joint Venture funded by JD Logistics;
- the acquisition of Eshipping by Gold Talent and COSCO SHIPPING Logistics;
- the injection of Eshipping into the Joint Venture; and
- the capital injection into the Joint Venture by JV ESOP and Eshipping ESOP.
At Completion, Gold Talent, COSCO Shipping Logistics, JD Logistics, JV ESOP and Eshipping ESOP will be interested in the Joint Venture as to 22%, 18%, 45%, 11% and 4% respectively.
COSCO Shipping Logistics and Eshipping are subsidiaries of China COSCO Shipping , which has 75% indirect controlling interest in the Company.
Eshipping was established in July 2014 and it carries the “Internet Plus” mission of the group. It offers a platform to integrate international supply chain resources, including logistics, warehousing, courier, logistics financing, trading and other market resources, to provide small and medium-sized enterprises and cross-border retailers one-stop logistics services covering landside transportation, ocean freight forwarding, air freight forwarding, overseas warehouses, supply chain finance etc.
Pursuant to the Listing Rules, COSCO Shipping Logistics, Eshipping and China COSCO Shipping are connected persons of the Company, the Transaction therefore constitutes connected transactions of the Company under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios in respect of the Transaction exceeds 0.1% and all of the applicable percentage ratios are less than 5%, the Transaction is subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules and is exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.76(2) of the Listing Rules.
