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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;

- 16 -

“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