orient overseas (international) limited 東方海外(國 …...formation of joint venture and...
TRANSCRIPT
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for
the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
ORIENT OVERSEAS (INTERNATIONAL) LIMITED
東方海外(國際)有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 316)
CONNECTED TRANSACTIONS
FORMATION OF JOINT VENTURE
AND
ACQUISITION OF 42.35% EQUITY INTEREST IN ESHIPPING
FORMATION OF JOINT VENTURE The Board announces that on 29 March 2019, Gold Talent (an indirect wholly-owned subsidiary of
the Company), COSCO SHIPPING Logistics and JD Logistics entered into the Investment and
Cooperation Agreement, pursuant to which the Parties have agreed to establish the Joint Venture
through the Joint Venture Formation. The Joint Venture Formation will involve (i) 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; (ii) the acquisition of Eshipping by Gold Talent and COSCO SHIPPING
Logistics; (iii) the injection of Eshipping into the Joint Venture; and (iv) 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. 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.
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ACQUISITION OF 42.35% EQUITY INTEREST IN ESHIPPING
The Board further announces that on 29 March 2019, Gold Talent entered into the following
agreements as part of the Joint Venture Formation pursuant to the Investment and Cooperation
Agreement:
(1) the Share Transfer Agreement I with China Shipping Group, pursuant to which China Shipping
Group has agreed to sell and Gold Talent has agreed to purchase the Sale Equities I at a
consideration of approximately RMB9,184,639 subject to the terms and conditions as set out
in the Share Transfer Agreement I; and
(2) the Share Transfer Agreement II with COSCO SHIPPING Technology, pursuant to which
COSCO SHIPPING Technology has agreed to sell and Gold Talent has agreed to purchase the
Sale Equities II at a consideration of approximately RMB13,234,350 subject to the terms and
conditions as set out in the Share Transfer Agreement II.
Upon completion of the Share Transfer Agreements, Gold Talent will hold 42.35% equity interest
in Eshipping.
China Shipping Group and COSCO SHIPPING Technology are subsidiaries of China COSCO
SHIPPING, which has 75% indirect controlling interest in the Company. Pursuant to the Listing
Rules, China Shipping Group, COSCO SHIPPING Technology and China COSCO SHIPPING are
connected persons of the Company, the Acquisition 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 aggregate consideration of the
Acquisition exceeds 0.1% and all of the applicable percentage ratios are less than 5%, the
Acquisition is subject to the reporting, announcement and annual review requirements under
Chapter 14A of the Listing Rules and are exempt from the independent shareholders’ approval
requirement pursuant to Rule 14A.76(2) of the Listing Rules.
INTRODUCTION
The Board announces that on 29 March 2019, Gold Talent (an indirect wholly-owned subsidiary of
the Company), COSCO SHIPPING Logistics and JD Logistics entered into the Investment and
Cooperation Agreement, pursuant to which the Parties have agreed to establish the Joint Venture
through the Joint Venture Formation.
The Joint Venture Formation will involve (i) 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; (ii) the acquisition of Eshipping by Gold Talent and COSCO SHIPPING Logistics;
(iii) the injection of Eshipping into the Joint Venture; and (iv) 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.
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The Board further announces that on 29 March 2019, Gold Talent entered into the following
agreements as part of the Joint Venture Formation pursuant to the Investment and Cooperation
Agreement:
(1) the Share Transfer Agreement I with China Shipping Group, pursuant to which China Shipping
Group has agreed to sell and Gold Talent has agreed to purchase the Sale Equities I at a
consideration of approximately RMB9,184,639 subject to the terms and conditions as set out in
the Share Transfer Agreement I; and
(2) the Share Transfer Agreement II with COSCO SHIPPING Technology, pursuant to which
COSCO SHIPPING Technology has agreed to sell and Gold Talent has agreed to purchase the
Sale Equities II at a consideration of approximately RMB13,234,350 subject to the terms and
conditions as set out in the Share Transfer Agreement II.
Upon completion of the Share Transfer Agreements, Gold Talent will hold 42.35% equity interest in
Eshipping.
PRINCIPAL TERMS OF THE INVESTMENT AND COOPERATION AGREEMENT
Date : 29 March 2019
Parties : (a) Gold Talent;
(b) COSCO SHIPPING Logistics; and
(c) JD Logistics.
Initial Registered Capital of the Joint Venture
The Joint Venture will be set up in Shanghai with initial registered capital of RMB255 million and is
subject to the approvals by the relevant authorities of the PRC:
• Gold Talent shall contribute RMB66 million (at the USD equivalent, representing 25.88% equity
interest in the Joint Venture) (“GT Contribution”) in tranches in the form of cash or injection of
its entire equity interest in Eshipping (see details below);
• COSCO SHIPPING Logistics shall contribute RMB54 million (representing 21.18% equity
interest in the Joint Venture) (“CSL Contribution”) in tranches in the form of cash or injection of
its entire equity interest in Eshipping (see details below); and
• JD Logistics shall contribute RMB135 million (representing 52.94% equity interest in the Joint
Venture) (“JD Contribution”) in the form of cash or injection of the entire equity interest in the
JD Onshore Company and JD Offshore Company by itself or through JD Logistics Group
company (see details below).
The capital requirement of the Joint Venture was determined by arm’s length negotiations among
Gold Talent, COSCO SHIPPING Logistics and JD Logistics taking into account, among other things,
the expected business plans of the Joint Venture.
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Capital Contribution
(1) Initial Cash Contribution
Within ten business days after the conditions precedent are met for initial contribution or any
other date to be agreed by the Parties, each Party (or the relevant parties designated by the
Parties respectively) shall deposit 30% of their respective portion of capital contribution in cash,
i.e. RMB19.8 million (at the USD equivalent calculated based on the RMB to USD median
exchange rate announced by People’s Bank of China on the actual payment date) by Gold Talent
(“GT Initial Cash Contribution”), RMB16.2 million by COSCO SHIPPING Logistics (“CSL
Initial Cash Contribution”) and RMB40.5 million by JD Logistics (“JD Initial Cash
Contribution”) to the account designated by the Joint Venture (the “Initial Cash Contribution”,
the Initial Cash Contribution Date is referred to as the “Initial Cash Contribution Date”).
The GT Initial Cash Contribution in the Joint Venture will be funded by internal resources of
OOIL Group.
The respective obligations of the Parties to pay the Initial Cash Contribution are subject to the
satisfaction or written waiver of each of the following conditions precedent:
(a) the Joint Venture has been established and has obtained the business license issued by the
business registration authority, and the shareholding structure and board composition of
the Joint Venture have been registered in the business registration authority respectively.
The Parties have been provided with a register of shareholders and other relevant written
documents signed by the legal representative of the Joint Venture affixed with company
seal;
(b) the Joint Venture has obtained all relevant approvals including from the Ministry of
Commerce, the foreign investment approval certificate or the receipt for record filing for
the establishment of foreign invested enterprise;
(c) the Parties and the Joint Venture have signed legally binding documents, including but not
limited to, the joint venture contract and the articles of association of the Joint Venture;
(d) the Joint Venture has signed the employment agreements, proprietary information and
invention agreements and confidentiality and non-competition agreements with the senior
management personnel and the core personnel as deemed necessary by the Parties;
(e) the Joint Venture has opened the foreign exchange capital account and has given
15 business days prior notification on the contribution payment information to the Parties;
(f) the Parties have completed the internal and external approval procedures required for
signing and fulfilling the Investment and Cooperation Agreement (including but not
limited to obtaining approvals from the investment committee, shareholders’ meetings,
other decision-making bodies, relevant approval procedures for disposal of state-owned
assets, as the case may be), and any other legally required or necessary procedures as
stipulated in its internal system documents;
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(g) the representations and warranties made by the Parties in the Investment and Cooperation
Agreement and any documents submitted pursuant to the Investment and Cooperation
Agreement are true, accurate and complete in all respects at the time of the issuance and
up to the Initial Cash Contribution Date; and
(h) the Parties have obtained all government approvals, consents, approval reply, permits,
registrations and filings (if applicable) and the consents of any other third party (if
applicable) required by the Joint Venture Formation.
The table below sets forth the capital structure of the Joint Venture after the Initial Cash
Contribution:
Shareholders Total Capital Contribution
Required
(% of equity interest)
Initial Cash
Contribution
Remaining Capital
Contribution
Required
Gold Talent RMB66 million (25.88%) RMB19.8 million RMB46.2 million
COSCO SHIPPING
Logistics
RMB54 million (21.18%) RMB16.2 million RMB37.8 million
JD Logistics RMB135 million (52.94%) RMB40.5 million RMB94.5 million
Total RMB255 million RMB76.5 million RMB178.5 million
(2) Subsequent Capital Contribution Arrangement
(I) Injection of JD Onshore Company into the Joint Venture by JD Logistics and acquisition
of JD Offshore Company by the Joint Venture
Pursuant to the Investment and Cooperation Agreement, JD Logistics shall (i) inject its
entire equity interest in the JD Onshore Company (the equity interest equivalent value
shall not be less than the asset valuation or such adjusted value as agreed by the Parties)
to the Joint Venture within one year after the Joint Venture has been established or any
other date to be agreed by the Parties (“JD Subsequent Contribution”); and (ii) inject cash
with value equivalent to the value of the JD Offshore Company into the Joint Venture and
the Joint Venture will acquire the entire equity interests in the JD Offshore Company (the
equity interest equivalent value shall not be less than the asset valuation or such adjusted
value as agreed by the Parties) within two years after the Joint Venture has been
established or any other date to be agreed by the Parties, as the payment for the remaining
JD Contribution (together with JD Initial Cash Contribution and JD Subsequent
Contribution shall be referred to as the “JD Final Capital Contribution”).
Upon completion of the JD Final Capital Contribution, JD Logistics shall complete its
corresponding part of the JD Contribution to the Joint Venture.
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(II) Acquisition of Eshipping by Gold Talent and COSCO SHIPPING Logistics
Eshipping is mainly engaged in global supply chain management and is directly owned
as to 27% by China Shipping Group, 25% by COSCO SHIPPING Technology, 25% by
COSCO SHIPPING Development, and 23% by Eshipping ESOP Management Company.
Based on the Valuation Reports of Eshipping, the value of total shareholder equity of
Eshipping as at 31 March 2018 was approximately RMB52,937,400.
Pursuant to the Investment and Cooperation Agreement, Gold Talent and COSCO
SHIPPING Logistics shall, subject to compliance with Listing Rules (if applicable), as
soon as practicable upon signing of the Investment and Cooperation Agreement complete
the equity restructuring in acquiring 42.35% (“GT-Eshipping Acquisition”) and 34.65%
(“CSL-Eshipping Acquisition”) equity interest in Eshipping respectively at consideration
calculated in proportion to their acquired equity interest based on the Valuation Reports.
(III) Injection of Eshipping into the Joint Venture
Within one year after the Joint Venture has been established or any other date to be agreed
by the Parties, and after the completion of GT-Eshipping Acquisition and CSL-Eshipping
Acquisition, Gold Talent and COSCO SHIPPING Logistics shall appoint a third-party
valuation agency to complete the asset valuation of Eshipping based on the valuation
principles agreed by the Parties at that time (“Subsequent Valuation”). The Parties agreed
that the Subsequent Valuation of Eshipping shall not exceed RMB99 million.
Based on the Subsequent Valuation of Eshipping, pursuant to the Investment and
Cooperation Agreement, Gold Talent shall, subject to compliance with Listing Rules,
inject its entire equity interest in Eshipping (i.e. 42.35% of the equity of Eshipping) to
the Joint Venture, in lieu of cash contribution for the remaining GT Contribution (together
with GT Initial Cash Contribution shall be referred to as the “GT Final Capital
Contribution”). Upon completion of the GT Final Capital Contribution, Gold Talent shall
complete its corresponding part of the GT Contribution to the Joint Venture.
Based on the Subsequent Valuation of Eshipping, pursuant to the Investment and
Cooperation Agreement, COSCO SHIPPING Logistics shall inject its entire equity
interest in Eshipping (i.e. 34.65% of the equity of Eshipping) to the Joint Venture, in lieu
of cash contribution for the remaining CSL Contribution (together with CSL Initial Cash
Contribution shall be referred to as the “CSL Final Capital Contribution”). Upon
completion of the CSL Final Capital Contribution, COSCO SHIPPING Logistics shall
complete its corresponding part of CSL Contribution to the Joint Venture.
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Gold Talent and COSCO SHIPPING Logistics shall ensure that they will complete all
necessary state-owned assets valuation and disposal approval procedures (if applicable)
before GT Final Capital Contribution and CSL Final Capital Contribution are made by
injecting Eshipping into the Joint Venture and the making of such capital contributions
shall be subject to compliance with applicable Listing Rules (if applicable). In the event
that the relevant terms of the Investment and Cooperation Agreement could not be
performed due to any conflict with the relevant laws and regulations on the assessment
and disposal of state-owned assets or could not be completed due to difficulty in actual
operation after 12 months upon the establishment of the Joint Venture, both Gold Talent
and COSCO SHIPPING Logistics shall pay all their outstanding GT Contribution and
CSL Contribution by cash within 13 months upon the establishment of the Joint Venture.
(IV) Capital Injection into the Joint Venture by JV ESOP and Eshipping ESOP
Pursuant to the Investment and Cooperation Agreement, JV ESOP and Eshipping ESOP
will make capital contributions of RMB33 million and RMB12 million to the Joint
Venture respectively as a result that the Joint Venture’s total registered capital will be
increased from RMB255 million to RMB300 million.
JV ESOP and Eshipping ESOP will make capital contributions by means of (a) at the
same time when Gold Talent and COSCO SHIPPING Logistics have injected their
portion of equity interests in Eshipping into the Joint Venture Eshipping ESOP injecting
its equity interests in Eshipping equivalent to RMB12 million into the Joint Venture based
on the Subsequent Valuation of Eshipping in lieu of cash contribution to the Joint Venture;
and (b) at the same time when Eshipping ESOP has injected RMB12 million equivalent
equity interests in Eshipping into the Joint Venture JV ESOP committing to contribute
RMB33 million to the Joint Venture, which will be used for employee equity incentives
under its employee stock ownership platform.
The total contribution made by the JV ESOP and Eshipping ESOP will represent 11%
and 4% equity interest in the Joint Venture respectively.
The Joint Venture shall then acquire by cash any balance of equity interest in Eshipping
owned by Eshipping ESOP based on the valuation principles as agreed by the Joint
Venture and Eshipping ESOP at that time after the transfer of equity interest in Eshipping
as described in (a) above.
The entire equity interest in the Joint Venture held by JV ESOP and Eshipping ESOP
shall be used for employee share incentive purpose and will be granted in accordance
with the option/share incentive scheme and offer documents to be approved by the board
of directors of the Joint Venture.
Neither the JV ESOP nor the Eshipping ESOP shall participate in the management and
operation of the Joint Venture and will not have voting right in their equity interest in the
Joint Venture.
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Capital Structure of the Joint Venture at Completion
The table below sets forth the capital structure of the Joint Venture at Completion of the Joint Venture
Formation:
Shareholders Registered capital of the Joint
Venture at Completion of the Joint
Venture Formation
Percentage of registered
capital of the Joint Venture
Gold Talent RMB66 million 22%
COSCO SHIPPING Logistics RMB54 million 18%
JD Logistics RMB135 million 45%
JV ESOP RMB33 million 11%
Eshipping ESOP RMB12 million 4%
Total RMB300 million 100%
If JD Final Capital Contribution is less than JD Contribution, JD Logistics shall pay up the
outstanding registered capital by cash within 25 months after establishment of the Joint Venture. If
GT Final Capital Contribution is less than GT Contribution, or if CSL Final Capital Contribution is
less than CSL Contribution, Gold Talent and COSCO SHIPPING Logistics shall pay up their
respective outstanding registered capital by cash within 25 months after establishment of the Joint
Venture.
If JD Final Capital Contribution is more than JD Contribution, or GT Final Capital Contribution is
more than GT Contribution, or if CSL Final Capital Contribution is more than CSL Contribution, the
relevant Parties (including the JV ESOP) shall, subject to compliance with the Listing Rules (if
applicable), increase the registered capital of the Joint Venture by paying in cash based on their
respective short-fall and shareholding ratio within 25 months after establishment of the Joint Venture,
so as to maintain the shareholding ratio of all Parties (excluding the JV ESOP and Eshipping ESOP)
unchanged as stipulated in the above table under (1) Initial Cash Contribution.
Board composition and management structure of the Joint Venture
The board of directors of the Joint Venture shall comprise five directors, of which two directors will
be nominated by Gold Talent and COSCO SHIPPING Logistics jointly and three directors will be
nominated by JD Logistics. The legal representative of the Joint Venture shall be nominated by JD
Logistics while the chairman of the board of directors of the Joint Venture shall be nominated by
COSCO SHIPPING Logistics and Gold Talent jointly.
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PRINCIPAL TERMS OF SHARE TRANSFER AGREEMENT I
Date : 29 March 2019
Parties : (a) Gold Talent
(b) China Shipping Group
Subject matter : China Shipping Group has agreed to sell and Gold Talent has agreed to
purchase the Sale Equities I.
Consideration : The consideration for acquiring the Sale Equities I is calculated in proportion
based on the Valuation Reports of Eshipping.
Based on the Valuation Reports of Eshipping, the value of total shareholder
equity of Eshipping as at 31 March 2018 was approximately
RMB52,937,400. As such, the total consideration for acquiring the Sale
Equities I contemplated under the Share Transfer Agreement I payable by
Gold Talent is approximately RMB9,184,639 subject to the other terms an
and conditions as set out in the Share Transfer Agreement I.
The amount of the above consideration was determined after arm’s length
negotiations between Gold Talent and China Shipping Group taking into
account the Valuation Reports of Eshipping.
Gain or Loss of
Eshipping for the
Transitional
Period I
: Both Gold Talent and China Shipping Group agreed that any gain or loss of
Eshipping recognized for the Transitional Period I shall be borne or entitled
by China Shipping Group in proportion to its original shareholding ratio in
Eshipping.
For the avoidance of doubts, if the Completion Date I falls on the date before
and including the 15th calendar day of that month, the gain or loss of
Eshipping up to the previous month will be recognized for the Transitional
Period I.
If the Completion Date I falls on the date after the 15th calendar day of that
month, the gain or loss of Eshipping up to that month will be recognized for
the Transitional Period I.
Payment : Gold Talent shall pay China Shipping Group in 2 instalments. Payment of
50% of the consideration of approximately RMB4,592,320 shall be made
within 10 days from the Transfer Date I. Payment of the remaining 50% of
the consideration after offsetting any gain or loss of Eshipping generated
during the Transitional Period I shall be made within 10 days from the
Completion Date I and the Recognition Date I (whichever is later).
The payment of the consideration for acquiring the Sale Equities I will be
funded by internal resources of OOIL Group.
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PRINCIPAL TERMS OF SHARE TRANSFER AGREEMENT II
Date : 29 March 2019
Parties : (a) Gold Talent
(b) COSCO SHIPPING Technology
Subject matter : COSCO SHIPPING Technology has agreed to sell and Gold Talent has
agreed to purchase the Sale Equities II.
Consideration : The consideration for acquiring the Sale Equities II is calculated in
proportion based on the Valuation Reports of Eshipping.
Based on the Valuation Reports of Eshipping, the value of total shareholder
equity of Eshipping as at 31 March 2018 was approximately
RMB52,937,400. As such, the total consideration for acquiring the Sale
Equities II contemplated under the Share Transfer Agreement II payable by
Gold Talent is approximately RMB13,234,350 subject to the other terms and
conditions as set out in the Share Transfer Agreement II.
The amount of the above consideration was determined after arm’s length
negotiations between Gold Talent and COSCO SHIPPING Technology
taking into account the Valuation Reports of Eshipping.
Gain or Loss of
Eshipping for the
Transitional
Period II
: Both Gold Talent and COSCO SHIPPING Technology agreed that any gain
or loss of Eshipping recognized for the Transitional Period II shall be borne
or entitled by COSCO SHIPPING Technology in proportion to its
shareholding ratio in Eshipping.
For the avoidance of doubts, if the Completion Date II falls on the date
before and including the 15th calendar day of that month, the gain or loss of
Eshipping up to the previous month will be recognized for the Transitional
Period II.
If the Completion Date II falls on the date after the 15th calendar day of that
month, the gain or loss of Eshipping up to that month will be recognized for
the Transitional Period II.
Payment : Gold Talent shall pay COSCO SHIPPING Technology in 2 instalments.
Payment of 50% of the consideration of approximately RMB6,617,175 shall
be made within 10 days from the Transfer Date II. Payment of the remaining
50% of the consideration after offsetting any gain or loss of Eshipping
generated during the Transitional Period II shall be made within 10 days
from the Completion Date II and the Recognition Date II (whichever is
later).
The payment of the consideration of acquiring the Sale Equities II will be
funded by internal resources of OOIL Group.
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INFORMATION OF ESHIPPING
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.
Set out below is the financial information of Eshipping for the two years ended 31 December 2018 in
accordance with the PRC generally accepted accounting principles:
Year ended 31 December
2018
Audited
RMB’000
2017
Audited
RMB’000
Loss before taxation (10,793) (2,748)
Loss after taxation (10,793) (2,748)
The charts below illustrate the shareholding structure of Eshipping as at the date of this announcement
and upon completion of the Share Transfer Agreements:
As at the date of this announcement
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Upon completion of the Share Transfer Agreements
REASONS FOR AND BENEFITS OF THE ESTABLISHMENT OF THE JOINT VENTURE
AND THE ACQUISITION OF ESHIPPING
The establishment of the Joint Venture and the Acquisition allows OOIL Group to leverage on JD
Logistics’ advanced technology to gain wider exposure in the e-commerce segment and actual
experience in handling both “business to business” and “business to customers” international
e-commerce logistics, and to drive for future growth in these markets.
The Board (including the Independent Non-Executive Directors) considers that the establishment of
the Joint Venture and the Acquisition are in the usual and ordinary course of business of OOIL Group,
and that the terms of the Investment and Cooperation Agreement and the Share Transfer Agreements
are on normal commercial terms, fair and reasonable and in the interests of the Company and its
shareholders as a whole.
Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Wang Haimin and Mr. Zhang Wei, Directors of the
Company, hold directorship(s) or act as senior management in the group companies of China COSCO
SHIPPING, are therefore materially interested in the Investment and Cooperation Agreement and the
Share Transfer Agreements and have abstained from voting on the relevant board resolutions in
respect of the Transaction and the Acquisition.
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LISTING RULES REQUIREMENTS
As at the date of this announcement, COSCO SHIPPING Logistics, China Shipping Group, COSCO
SHIPPING Technology, COSCO SHIPPING Development and Eshipping are subsidiaries of China
COSCO SHIPPING, which has 75% indirect controlling interest in the Company. Pursuant to the
Listing Rules, COSCO SHIPPING Logistics, China Shipping Group, COSCO SHIPPING
Technology, COSCO SHIPPING Development, Eshipping and China COSCO SHIPPING are
connected persons of the Company, the Transaction and the Acquisition therefore constitute
connected transactions of the Company under Chapter 14A of the Listing Rules.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry,
all members of JD Logistics and their respective ultimate beneficial owners are third parties
independent of the Company and connected persons of the Company.
As one of the applicable percentage ratios in respect of the Transaction and the Acquisition
respectively exceeds 0.1% and all of the applicable percentage ratios are less than 5%, the Transaction
and the Acquisition are subject to the reporting, announcement and annual review requirements under
Chapter 14A of the Listing Rules and are exempt from the independent shareholders’ approval
requirement pursuant to Rule 14A.76(2) of the Listing Rules.
INFORMATION OF THE PARTIES
Information of Gold Talent and the OOIL Group
Gold Talent is an indirect wholly-owned subsidiary under OOCL Logistics group of the Company.
The OOIL Group is principally engaged in the provision of container transport and logistics services.
OOCL Logistics group has an extensive logistics network overseas. It also has solid experience in
managing complex supply chains and multi-modal transportation, including ocean air, rail and road.
Information of COSCO SHIPPING Logistics
COSCO SHIPPING Logistics is a direct wholly-owned subsidiary of China COSCO SHIPPING and
is an international third-party logistics company with leading position in China. It offers Chinese and
foreign customers services including contract logistics, project cargos, freight, warehousing, as well
as supply chain management, air freight forwarding, shipping agency, tally and inspection etc.
Information of JD Logistics
JD Logistics is a member of JD Logistics Group which is JD’s integrated supply chain management
solutions provider. JD is China’s largest retailer with over 300 million active customers and is the
first Chinese Internet Company to be ranked on the Fortune Global 200 list.
Established in 2007, JD Logistics Group has built up China’s largest nationwide logistics
infrastructure to deliver orders placed on JD’s online retail platform. In addition, JD Logistics Group
leverages JD’s advanced technology and logistics expertise to provide smart supply chain and
logistics services to businesses across a wide range of industries.
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Information of China Shipping Group
China Shipping Group is a PRC state-owned enterprise and a wholly owned subsidiary of China
COSCO SHIPPING.
China Shipping Group is a large shipping conglomerate involved in import and export business,
trading, coastal and ocean cargo transportation, dry bulk cargo transportation, supply of food for
vessels, management of docks and other services in relation to the above, and operates in different
regions of the PRC and across the world.
Information of COSCO SHIPPING Technology
COSCO SHIPPING Technology is a joint stock limited company incorporated in PRC with limited
liability, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 002401), and an
indirect non-wholly owned subsidiary of China COSCO SHIPPING.
COSCO SHIPPING Technology engages in the provision of computer application services. It
primarily provides intelligent transportation system integration as well as information technology and
scientific management of transportation, such as variable information boards, transportation signal
systems, lane controllers, monitoring systems, toll systems, communication systems, video
transportation parameter and incident testing systems. It also involves in the sale of industrial
automation products, such as digital direct current speed-adjustable device control cabinets,
alternative current speed-adjustable device control cabinets, boiler control systems, intelligent
electrical panel for ships and substation control cabinets, among others.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms have the meanings
set out below, and words in plural shall include the singular and vice versa, as applicable:
“Acquisition” the acquisition of the Sale Equities I and the Sale Equities II by
Gold Talent from the Sellers pursuant to the terms and conditions
of the Share Transfer Agreements;
“Board” the board of Directors of the Company;
“Company” Orient Overseas (International) Limited, a company incorporated
in Bermuda with limited liability and listed on the Main Board of
the Stock Exchange (stock code: 316);
“Completion” the completion of the Joint Venture Formation contemplated
under the Investment and Cooperation Agreement;
“Completion Date I”
the completion date of the change of business registration for the
transfer of the Sale Equities I by China Shipping Group to Gold
Talent as contemplated under the Share Transfer Agreement I;
“Completion Date II”
the completion date of the change of business registration for the
transfer of the Sale Equities II by COSCO SHIPPING Technology
to Gold Talent as contemplated under the Share Transfer
Agreement II;
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“connected person” has the meaning ascribed to it under the Listing Rules;
“controlling shareholder” has the meaning ascribed to it under the Listing Rules;
“China COSCO SHIPPING” China COSCO Shipping Corporation Limited* (中國遠洋海運集
團有限公司 ), a PRC state-owned enterprise and the indirect
controlling shareholder of the Company;
“China Shipping Group” China Shipping Group Co., Ltd.* (中國海運集團有限公司), a
PRC state-owned enterprise and a direct wholly-owned subsidiary
of China COSCO SHIPPING;
“COSCO SHIPPING
Development” COSCO SHIPPING Development Co., Ltd.* (中遠海運發展股
份有限公司), a joint stock limited company incorporated in PRC
with limited liability, the H Shares of which are listed on the Main
Board of the Stock Exchange (stock code: 2866) and the A Shares
of which are listed on the Shanghai Stock Exchange (stock code:
601866), respectively, and an indirect non-wholly owned
subsidiary of China COSCO SHIPPING;
“COSCO SHIPPING Logistics” COSCO SHIPPING Logistics Co., Ltd.* (中遠海運物流有限公
司), a joint stock limited company incorporated in PRC with
limited liability, and a direct wholly-owned subsidiary of China
COSCO SHIPPING;
“COSCO SHIPPING
Technology”
COSCO SHIPPING Technology Co., Ltd.* (中遠海運科技股份
有限公司), a joint stock limited company incorporated in PRC
with limited liability, the shares of which are listed on the
Shenzhen Stock Exchange (stock code: 002401), and an indirect
non-wholly owned subsidiary of China COSCO SHIPPING;
“Directors” the directors of the Company;
“Eshipping”
Eshipping Global Supply Chain Management (Shenzhen) Co.,
Ltd.* (深圳一海通全球供應鏈管理有限公司 ), a limited
liability company incorporated in Shenzhen under the laws of the
PRC;
“Eshipping ESOP” an employee stock ownership platform for Eshipping held by 上
海旻海投资管理中心 (limited partnership)
“Eshipping ESOP Management
Company”
上海旻海投资管理中心 (limited partnership)
“Gold Talent” Gold Talent (HK) Limited, a limited liability company
incorporated in Hong Kong and an indirect wholly-owned
subsidiary of the Company;
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“Investment and Cooperation
Agreement”
the investment and cooperation agreement dated 29 March 2019
and entered into amongst JD Logistics, COSCO SHIPPING
Logistics and Gold Talent;
“JD” JD.com Inc., an ultimate parent company of JD Logistics Group;
“JD Logistics” Suqian Jingdong Xinsheng Enterprise Management Co., Ltd.* (宿
遷京東新盛企業管理有限公司), a limited liability company
incorporated in Suqian under the laws of the PRC and is a member
of JD Logistics Group;
“JD Logistics Group” Jingdong Express Group Corporation and its subsidiaries;
“JD Offshore Company” a limited liability company to be incorporated by a company of
the JD Logistics Group outside the PRC as a wholly-owned
subsidiary of JD Logistics Group;
“JD Onshore Company” a limited liability company to be incorporated by JD Logistics
under the laws of the PRC as a wholly-owned subsidiary of JD
Logistics;
“Joint Venture” a sino-foreign joint venture to be incorporated in Shanghai
amongst JD Logistics, COSCO SHIPPING Logistics, Gold
Talent, JV ESOP and Eshipping ESOP;
“Joint Venture Formation” the formation of the Joint Venture pursuant to the terms
contemplated in the Investment and Cooperation Agreement,
including (i) 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;
(ii) the acquisition of Eshipping by Gold Talent and COSCO
SHIPPING Logistics; (iii) the injection of Eshipping into the Joint
Venture; and (iv) the capital injection into the Joint Venture by JV
ESOP and Eshipping ESOP;
“JV ESOP” a limited partnership to be formed by JD Logistics Group as the
employee stock ownership platform for the Joint Venture for
employee share incentive purpose;
“Listing Rules” the Rules Governing the Listing of Securities on the Main Board
of the Stock Exchange;
“OOIL Group” the Company and its subsidiaries and associates (as defined under
the Listing Rules);
“Party” or “Parties” Gold Talent, COSCO SHIPPING Logistics and JD Logistics shall
collectively referred to as the “Parties” and individually referred
to as the “Party;
“PRC”
The People’s Republic of China;
- 17 -
“Recognition Date I”
the recognition date of any gain or loss of Eshipping for the
Transitional Period I;
“Recognition Date II”
the recognition date of any gain or loss of Eshipping for the
Transitional Period II;
“RMB” Renminbi, the lawful currency of the PRC;
“Sale Equities I” 17.35% of the total equity interest of Eshipping held by China
Shipping Group;
“Sale Equities II” 25% of the total equity interest of Eshipping held by COSCO
SHIPPING Technology;
“Sellers” China Shipping Group and COSCO SHIPPING Technology;
“Share Transfer Agreement I” a share transfer agreement dated 29 March 2019 in respect of Sale
Equities I entered into between China Shipping Group and Gold
Talent;
“Share Transfer Agreement II” a share transfer agreement dated 29 March 2019 in respect of Sale
Equities II entered into between COSCO SHIPPING Technology
and Gold Talent;
“Share Transfer Agreements”
Share Transfer Agreement I and Share Transfer Agreement II;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Transaction” the Joint Venture Formation with Gold Talent acquiring and
injecting the equity interests in Eshipping into the Joint Venture
together with cash contribution of a value up to RMB66 million
representing 22% of the total registered capital of the Joint
Venture;
“Transfer Date I” the effective date of the Share Transfer Agreement I, being the
date on which the transfer of the Sale Equities I is approved by the
decision making bodies of Gold Talent and China Shipping
Group, and shareholders of Eshipping;
“Transfer Date II” the effective date of the Share Transfer Agreement II, being the
date on which the Share Transfer Agreement II is approved by the
decision making bodies of Gold Talent and COSCO SHIPPING
Technology, and shareholders of Eshipping;
“Transitional Period I”
the transitional period from the asset valuation base date of the
Valuation Reports of Eshipping (i.e. 31 March 2018) to the
Completion Date I;
“Transitional Period II” the transitional period from the asset valuation base date of the
Valuation Reports of Eshipping (i.e. 31 March 2018) to the
Completion Date II;
- 18 -
“USD”
United States dollars, the lawful currency of the United States of
America;
“Valuation Reports” the asset valuation reports dated 10 January 2019 issued by China
Tong Cheng Assets Appraisal Co., Ltd. on the value of total
shareholders’ equity of Eshipping with the asset valuation base
date of 31 March 2018; and
“%”
per cent.
By Order of the Board
Orient Overseas (International) Limited
Lammy LEE
Company Secretary
Hong Kong, 3 April 2019
As at the date of this announcement, our Executive Directors are Mr. XU Lirong, Mr. HUANG Xiaowen, Mr. WANG Haimin,
Mr. ZHANG Wei and Mr. TUNG Lieh Cheung Andrew; our Non-Executive Directors are Mr. YAN Jun, Ms. WANG Dan,
Mr. IP Sing Chi and Ms. CUI Hongqin; and our Independent Non-Executive Directors are Mr. CHOW Philip Yiu Wah,
Professor WONG Yue Chim Richard, Dr. CHUNG Shui Ming Timpson, Mr. YANG Liang Yee Philip and Ms. CHEN Ying.
* For identification purposes only
website: http://www.ooilgroup.com