Gold Talent, Cosco Shipping Logistics and JD Logistics entered into a cooperation agreement to jointly invest in online logistics platform EShipping through a joint venture (JV) formation.
Gold Talent is a wholly-owned subsidiary of Hong Kong-based logistics major Orient Overseas (International) Limited (OOIL). Cosco Shipping Logistics is an affiliate of Chinese state-owned Shipping and logistics services supplier company China Cosco Shipping Corporation Limited. JD Logistics is the delivery arm of Chinese e-commerce giant JD.com.
The JV formation will involve the injection of the JD Onshore Company into the JV by JD Logistics and the acquisition of the JD Offshore Company by the JV 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 JV 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 and is exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.76(2) of the listing rules.