CN Logistics International : ADOPTION OF SHARE AWARD SCHEME

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CN Logistics International Holdings Limited

嘉泓物流國際控股有限公司

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2130)

ADOPTION OF SHARE AWARD SCHEME

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it has adopted the Scheme on 6 May 2021. Pursuant to the Scheme Rules, the Board may, from time to time, at its absolute discretion, select any Eligible Persons to participate in the Scheme as Selected Participants, and such Selected Participants may be granted Award of Restricted Shares and/or Performance Shares at no consideration during the Award Period.

The total number of Shares to be awarded under the Scheme shall not exceed 10% of the total number of issued Shares from time to time. The maximum number of Awarded Shares which may be granted to a Selected Participant but unvested under the Scheme shall not exceed 1% of the total number of issued Shares from time to time.

The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme within the meaning of Chapter 17 of the Listing Rules. No shareholders' approval is required for the adoption of the Scheme.

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it has adopted the Scheme on 6 May 2021. The following is a summary of the principal terms and conditions of the Scheme:

Purposes

The purposes of the Scheme are (i) to recognise and motivate the contributions of the Eligible Persons; (ii) to align the interests of the Eligible Persons with those of the Company and strive for the future development and expansion of the Group; and (iii) to attract suitable personnel for further development of the Group through the grant of Award to the Selected Participants.

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Duration

Unless terminated earlier by the Board in accordance with the Scheme Rules, the Scheme shall be valid and effective for a term of ten years commencing on the Adoption Date. Such termination of the Scheme, either earlier by the Board or upon expiry of the Award Period, shall not affect any subsisting rights of any Selected Participant in respect of any Award made to him prior to such termination.

Administration

The Scheme shall be subject to the administration of the Board in accordance with the Scheme Rules and, where applicable, the Trust Deed. The decision of the Board with respect to any matter arising under the Scheme shall be final and binding.

Operation

Awards

The Board may, from time to time, at its absolute discretion, select any Eligible Persons to participate in the Scheme as Selected Participants in accordance with the Scheme Rules, taking into consideration matters including (but without limitation) the present and expected contribution of the relevant Eligible Persons to the Group. A Selected Participant may be granted an Award of Restricted Shares and/or Performance Shares at no consideration during the Award Period.

Subject to the Scheme Rules, the Company shall pay to the Trustee monies and may give directions or recommendations to the Trustee to apply such monies and/or such other net amount of cash derived from Shares held as part of the funds of the Trust to acquire Shares or otherwise to apply any Returned Shares held in the Trust to satisfy any Award made or any expected or potential Award to be made under the Scheme. Any excess amount paid to the Trustee shall, subject to any request for refund of the excess amount by the Company, be retained by the Trustee for the benefit of the Trust. Within a reasonable time period as agreed between the Trustee and the Company from time to time after receiving the monies or the direction to use such monies, the Trustee shall apply the same towards the purchase of the Shares at the prevailing market price in order to satisfy any Award.

No Award shall be made to Selected Participants and no payment shall be made to the Trustee and no directions or recommendations to acquire Shares shall be given to the Trustee under the Scheme where any Director is in possession of unpublished inside information in relation to the Company or where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws, rules and regulations from time to time.

In the event that an Award is granted to any person who is a connected person of the Company, such grant may constitute a connected transaction under Chapter 14A of the Listing Rules and the Company shall comply with such provisions of the Listing Rules as may be applicable.

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Vesting

Subject to the Scheme Rules, the Board shall determine from time to time the vesting criteria and conditions or periods for the Award to be vested. For vesting of the Awards to the Selected Participants, the Board may at its absolute discretion either:

1. direct and procure the Trustee to release the Awarded Shares to the Selected Participants by transferring the number of Awarded Shares to the Selected Participants; or
2. to the extent where it is in the reasonable opinion of the Board not practicable (on the basis stated in the Award Letter) for the Selected Participants to receive the Awarded Shares and provided that the trading of the Shares has not been suspended, direct and procure the Trustee to sell the number of Awarded Shares within any time as stipulated in the Scheme Rules and pay the Selected Participants the proceeds arising from such sale.

Lapse/Forfeiture

If a Selected Participant is unable to meet the vesting conditions as set out in the Award Letter issued to such Selected Participant, the relevant Awarded Shares shall lapse.

If a Selected Participant ceases to be an Eligible Person other than for reasons or events specifically provided in the Scheme Rules for specific treatments, all outstanding Awards granted to such Selected Participant but not yet vested under the Scheme shall be forfeited upon his ceasing to be an Eligible Person unless the Board determines otherwise at its absolute discretion.

All such Awarded Shares which are not vested and/or are lapsed or forfeited pursuant to the Scheme Rules shall immediately become Returned Shares, which shall be held by the Trustee and applied in accordance with the instructions from the Board and the Scheme Rules for the purpose of the Scheme.

Voting rights

The Scheme Rules provide that the Trustee shall not exercise the voting rights in respect of any Shares held by it under the Trust.

Dividends

A Selected Participant shall have no right to any dividend held under the Trust or any of the Returned Shares which shall be retained by the Trustee for the benefit of the Scheme.

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Transferability and other rights to Awarded Shares

Any Award granted under the Scheme but not yet vested shall not be assignable or transferable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Award, or enter into any agreement to do so.

Equity issues

If there is a rights issue, the Trustee shall sell such amount of the nil-paid rights allotted to it as is appropriate and the net proceeds of sale of such rights shall be held as income of the Trust and applied in the subscription of rights shares under the rights issue.

If there is an open offer of new securities, the Trustee shall not subscribe for any new Shares.

If there is a bonus warrant issue, the Trustee shall not subscribe for any new Shares by exercising any of the subscription rights attached to the bonus warrants and shall sell the bonus warrants created and granted to it, the net proceeds of sale of such bonus warrants shall be held as income of the Trust.

Scheme limit

The total number of Shares to be awarded under the Scheme shall not exceed 10% of the total number of issued Shares from time to time.

The maximum number of Awarded Shares which may be granted to a Selected Participant but unvested under the Scheme shall not exceed 1% of the total number of issued Shares from time to time.

The Board shall regularly review the limit of the Scheme and may resolve, as it sees fit, to amend the limit of the Scheme. Any amendment of the limit of the Scheme will be promptly announced by the Company.

Termination

The Scheme shall terminate on the earlier of: (i) the tenth anniversary of the Adoption Date; and (ii) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant under the Scheme.

No further Award shall be granted upon termination of the Scheme.

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Alteration

The Scheme may be altered in any respect by a resolution of the Board provided that no such alteration shall operate to affect adversely any subsisting rights of any Selected Participant hereunder except: (a) where the consent in writing of the Selected Participant(s) is obtained amounting to three-fourths in nominal value of all Awarded Shares already granted on that date; or (b) with the sanction of a special resolution passed at a meeting of the Selected Participant(s).

IMPLICATIONS UNDER THE LISTING RULES

The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme within the meaning of Chapter 17 of the Listing Rules. No shareholders' approval is required for the adoption of the Scheme.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings:

"Adoption Date"	6 May 2021, being the date on which the Board adopted
	the Scheme Rules for the establishment of the Scheme;
"Award"	an award granted by the Board to a Selected Participant
	which may vest in the form of Awarded Shares or cash
	representing the net proceeds at which the Awarded
	Shares are sold pursuant to the Scheme, as the Board may
	determine in accordance with the terms of the Scheme
	Rules;
"Award Letter"	a letter issued by the Company to each Selected
	Participant in such form as the Board may from time to
	time determine, specifying the Grant Date, the number of
	Awarded Shares underlying the Award, the vesting criteria
	and conditions, performance conditions and targets (as
	applicable) and the vesting dates and such other details as
	the Board may consider necessary;
"Award Period"	the period commencing on the Adoption Date and ending
	on the Business Day immediately prior to the tenth
	anniversary of the Adoption Date;
"Awarded Shares"	the Restricted Shares and/or Performance Shares granted
	to any Eligible Person(s) in an Award;

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"Board"	the board of Directors;
"Business Day"	a day (other than a Saturday or Sunday) on which the
	Stock Exchange is open for the business of dealing in
	securities in Hong Kong and on which licensed banks are
	open for business in Hong Kong;
"Company"	CN Logistics International Holdings Limited (嘉泓物流國
	際控股有限公司), a company incorporated in the Cayman
	Islands, the shares of which are listed on the Main Board
	of the Stock Exchange;
"connected person"	has the meaning ascribed to it under the Listing Rules;
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Eligible Person(s)"	any Director(s) (including, without limitation, any
	executive, non-executive or independent non-executive
	Directors), senior manager(s) and employee(s) of the
	Group; the employee(s) of the controlling shareholder(s)
	of the Company; and the suppliers and customers of
	the Group; however, no individual who is resident in a
	place where the grant, acceptance or vesting of an Award
	pursuant to the Scheme is not permitted under the laws
	and regulations of such place or where, in the view of the
	Board, compliance with applicable laws and regulations
	in such place makes it necessary or expedient to exclude
	such individual, shall be entitled to participate in the
	Scheme and such individual shall therefore be excluded
	from the term Eligible Person(s);
"Grant Date"	the date on which the grant of an Award is made to a
	Selected Participant, being the date of an Award Letter;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

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"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited;
"Performance Shares"	the Shares granted to the Selected Participants pursuant
	to an Award during the Award Period in accordance with
	the Scheme Rules, which will vest over a period of time
	subject to the satisfaction of the performance conditions
	particular to a Selected Participant and/or other criteria as
	determined by the Board in its absolute discretion;
"Restricted Shares"	the Shares granted to the Selected Participants pursuant
	to an Award during the Award Period in accordance with
	the Scheme Rules, which will vest over a period of time
	subject to such conditions as determined by the Board in
	its absolute discretion;
"Returned Shares"	such Awarded Shares which are not vested and/or are
	lapsed or forfeited in accordance with the terms of the
	Scheme, or such Shares deemed to be Returned Shares
	under the terms of the Scheme Rules;
"Scheme"	the share award scheme of the Company adopted by
	the Board in accordance with the Scheme Rules on the
	Adoption Date;
"Scheme Rules"	the rules relating to the Scheme adopted by the Board as
	amended from time to time;
"Selected Participant(s)"	any Eligible Person(s) approved for participation in
	the Scheme on the relevant Grant Date pursuant to the
	Scheme Rules;
"Shares"	the ordinary shares of US$0.001 each in the share capital
	of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules;
"Trust"	the trust constituted by the Trust Deed;

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"Trust Deed"	a trust deed dated 6 May 2021 entered into between the
	Company as settlor and the Trustee as trustee (as restated,
	supplemented and amended from time to time) in respect
	of the appointment of the Trustee for the administration of
	the Scheme;
"Trustee"	the trustee appointed by the Company for the purpose of
	the Trust, the initial Trustee being SWCS Trust Limited,
	a company incorporated in Hong Kong with its registered
	office at 40th Floor, Dah Sing Financial Centre, No. 248
	Queen's Road East, Wanchai, Hong Kong;
"US$"	United States dollars, the lawful currency of the United
	States of America; and
"%"	per cent.

By order of the Board

CN Logistics International Holdings Limited

Ngan Tim Wing

Executive Director and Chief Executive Officer

Hong Kong, 6 May 2021

As at the date of this announcement, the Board comprises Mr. Ngan Tim Wing, Ms. Chen Nga Man and Mr. Cheung Siu Ming Ringo as the executive Directors; Mr. Lau Shek Yau John as the non-executive Director; and Mr. Lam Hing Lun Alain, Mr. Chan Chun Hung Vincent and Mr. Chun Chi Man as the independent non-executive Directors.

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