1.  INTRODUCTION

The Board of Directors of MAHB is pleased to announce that MA eLogistics has on 2 November 2017 entered into a Shareholders’ Agreement (the SHA) with Cainiao HK, and have agreed to incorporate a private company limited by shares in Malaysia (JV Company) for the purpose of implementing and carrying out the development of a regional e-Commerce and logistics hub, comprising the development of cargo terminals, sorting centres, warehouses and fulfillment centres and other facilities for e-commerce industry, in the KLIA Aeropolis as part of the Digital Free Trade Zone (DFTZ) initiative in Malaysia (Project).

MA eLogistics and Cainiao HK shall hereinafter be referred to as the “Party” and collectively as the “Parties”.


2.  BACKGROUND

MAHB is committed to the fundamental objective of long-term growth of non-aeronautical activities. The Project forms part of the development of KLIA Aeropolis, which is in line with Malaysia Airports Runway to Success 2020 (RtS2020) business direction. This joint venture partnership will act as a catalyst to spur growth and enhance the value proposition of the Air Cargo and Logistics cluster.

The strategic collaboration with Alibaba Group distinguishes the KLIA Aeropolis DFTZ Park to be the 1st Electronic World Trade Platform (eWTP) hub outside of China. It is MAHB’s ambition and priority to ensure a successful collaboration with Cainiao HK to revolutionise the e-Commerce and logistics sector in Malaysia - becoming a Regional Fulfillment Centre for the consolidation and distribution of eCommerce B2C and B2B merchandise within ASEAN and Oceania, catapulting to become a global hub in the future. The Project will consist of a single phase development, built on a land area of approximately 60 acres (Land A).


3.  INFORMATION ON MA ELOGISTICS AND CAINIAO HK

3.1 MA eLogistics

MA eLogistics was incorporated in Malaysia as a private company limited by shares on 31 October 2017 and having its registered office at Malaysia Airports Corporate Office, Persiaran Korporat KLIA, 64000 KLIA, Sepang, Selangor, Malaysia.

MA eLogistics is a wholly-owned subsidiary of MAHB and is principally an investment holding company for the business of e-Commerce and logistics.

3.2 Cainiao HK

Cainiao HK was incorporated in Hong Kong as a private company limited by shares on 17 June 2015 and having its registered office at 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

Cainiao HK is a wholly-owned subsidiary of Cainiao Smart Logistics Network (BVI) Limited, a company incorporated under the laws of British Virgin Islands (Cainiao BVI). Cainiao BVI in turn is a wholly-owned subsidiary of Cainiao Smart Logistics Network Limited, a company incorporated under the laws of Cayman Islands (Cainiao Cayman).

Cainiao Cayman and its subsidiaries (collectively referred to as the Cainiao Group) are the affiliates of Alibaba Group Holding Limited (Alibaba), which is publicly listed on the New York Stock Exchange.


4.  DETAILS OF THE SHA

4.1 JV Company

The JV Company will be incorporated upon the signing of the SHA and shall be named “Cainiao KLIA Aeropolis Sdn. Bhd.”.

The shareholding structure of the JV Company upon subscription of ordinary shares of RM1 each by the Parties shall be as follows:-                      

Parties

No. of ordinary shares to be subscribed 

Issued and Paid- up Capital after subscription (RM)

Percentage of Issued and Paid- up Capital Held (%) 

(Agreed Proportion)

Cainiao HK

144,667,000

144,667,000

70%

MA eLogistics

62,000,000

62,000,000

30%

Total :

206,667,000

206,667,000

100%

5.  FINANCIAL EFFECTS OF THE PROJECT

The SHA is not expected to have any financial effect on the share capital, substantial shareholders’ shareholding of MAHB, earnings and earnings per share, net assets and gearing of MAHB Group for the financial year ending 31 December 2017.


6.  APPROVAL REQUIRED FOR THE PROJECT

The SHA is not subject to the approval of the shareholders of MAHB nor any other relevant regulatory authorities.


7.  INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

None of the Directors and/or major shareholders of MAHB and/or persons connected with them have any interest, whether direct or indirect, in the SHA.


8.  DIRECTORS’ STATEMENT

The Board of Directors of MAHB, after taking into consideration all aspects of the SHA, is of the opinion that the SHA is in the best interest of MAHB.



This announcement is dated 3 November 2017.