KLN Logistics Group Limited — Board/Management Information 2021

Oct 13, 2021

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.

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(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)

Stock Code 636

CHANGE OF CHAIRMAN CHANGE OF DIRECTORS APPOINTMENT OF VICE CHAIRMAN RE-DESIGNATION OF DIRECTOR AND

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Reference is made to (i) the announcement jointly published by Kerry Logistics Network Limited (the “Company”), Kerry Properties Limited (“KPL”) and Flourish Harmony Holdings Company Limited (the “Offeror”) on 10 February 2021; (ii) the Company’s circular dated 3 May 2021 (the “Circular”); (iii) the announcement published by the Company on 26 May 2021; and (iv) the announcement jointly published by the Company and the Offeror on 20 July 2021 (collectively the “Announcements and Circular”) in relation to, among others, the shareholders’ agreement dated 10 February 2021 (the “Shareholders’ Agreement”) between Kerry Holdings Limited (“KHL”), KPL, the Offeror and S.F. Holding Co., Ltd. (“S.F. Holding”).

As disclosed in the Announcements and Circular, the Shareholders’ Agreement sets out the agreement between its parties regarding certain corporate governance matters of the Company, including as to the composition of the board (the “Board”) of directors (the “Directors”) of the Company. Please refer to the Announcements and Circular for details.

APPOINTMENT OF CHAIRMAN AND DIRECTORS

The Board announces that with effect from 13 October 2021 (the “Effective Date”):

1. Mr WANG Wei (“Mr Wang”) has been appointed as chairman of the Board and non-executive Director;

2. each of Mr CHAN Fei (“Mr Chan”), Mr HO Chit (“Mr Ho”) and Ms CHEN Keren (“Ms Chen”) has been appointed as non-executive Director; and

3. each of Dr CHEUNG Wai Man (“Dr Cheung”), Mr LAI Sau Cheong Simon (“Mr Lai”) and Mr TAN Chuen Yan Paul (“Mr Tan”) has been appointed as independent non-executive Director.

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Non-executive Directors

Mr WANG Wei (王衞)

Mr Wang, aged 50, has over 28 years of experience in the logistics industry. Having founded S.F. Holding (a company listed on the Shenzhen Stock Exchange (“SZSE”), stock code 002352) in 1993, Mr Wang is S.F. Holding’s controlling shareholder and has been its chairman of the board of directors and general manager since December 2016. S.F. Holding is a controlling shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) of the Company.

Since February 2021, Mr Wang has acted as non-executive director and chairman of the board of directors of SF REIT Asset Management Limited, the manager of SF Real Estate Investment Trust (a collective investment scheme authorised under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and listed on The Stock Exchange of Hong Kong Limited (“SEHK”), stock code 2191).

As at the date of this announcement, Mr Wang is interested in 931,209,117 shares of the Company within the meaning of Part XV of the SFO.

On 13 October 2021, the Company entered into a letter of appointment with Mr Wang in relation to his appointment as non-executive Director. Mr Wang will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for re-election in accordance with the Company’s bye-laws (the “Bye-laws”) and the Listing Rules. Subject to his being re-elected, Mr Wang’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act 1981 of Bermuda (the “Companies Act”).

Mr Wang is not entitled to receive any remuneration in respect of his appointment as non-executive Director.

Mr CHAN Fei (陳飛)

Mr Chan, aged 46, has over 20 years of experience in management. He joined S.F. Holding in March 2016 as assistant chief executive officer, and acted as chief strategy officer between January 2018 and March 2021. Mr Chan has served as S.F. Holding’s director and deputy general manager since December 2019. Prior to joining S.F. Holding, Mr Chan was executive director of the investment banking division of Goldman Sachs (a company listed on the New York Stock Exchange (“NYSE”), stock code GS) from July 2006 to March 2016. S.F. Holding is a controlling shareholder of the Company.

Mr Chan obtained a bachelor’s degree in business administration from The Chinese University of Hong Kong (“CUHK”) in Hong Kong in December 1999, a bachelor’s degree in law from University of London in the United Kingdom (the “UK”) in August 2003 and a master’s degree in business administration from the Wharton School of the University of Pennsylvania in the United States (the “US”) in May 2006.

On 13 October 2021, the Company entered into a letter of appointment with Mr Chan in relation to his appointment as non-executive Director. Mr Chan will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for re-election in accordance with the Bye-laws and the Listing Rules. Subject to his being re-elected, Mr Chan’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

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Mr Chan is entitled to receive from the Company (i) an annual director’s fee of HK$300,000 and (ii) a fee of HK$5,000 for attending each meeting of the Board, with reference to his duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Mr HO Chit (何捷)

Mr Ho, aged 46, has over 20 years of experience in auditing, financial control and corporate finance and business management. He joined S.F. Holding in September 2021 as deputy general manager and chief financial officer. Prior to joining S.F. Holding, Mr Ho served as chief executive officer of Fox Financial Technology Group Limited from April 2014 to September 2021 and held a number of senior financial positions in several NASDAQ listed companies from 2005 to 2014. S.F. Holding is a controlling shareholder of the Company.

Since August 2015, Mr Ho has acted as independent director of China Great Wall Securities Co., Ltd. (a company listed on SZSE, stock code 002939). He served as independent non-executive director of 7Road Holdings Limited (a company listed on SEHK, stock code 00797) from July 2018 to December 2018 and independent director of Zhaopin.com Limited (whose American depositary shares were delisted from NYSE in October 2017) from June 2014 to September 2017.

Mr Ho obtained a bachelor’s degree in business administration (accounting and finance) from the University of Hong Kong (“HKU”) in Hong Kong in December 1997 and an executive master of business administration degree from Tsinghua University in the People’s Republic of China in July 2013. Mr Ho is a member of the Hong Kong Institute of Certified Public Accountants and the American Institute of Certified Public Accountants.

On 13 October 2021, the Company entered into a letter of appointment with Mr Ho in relation to his appointment as non-executive Director. Mr Ho will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for re-election in accordance with the Bye-laws and the Listing Rules. Subject to his being re-elected, Mr Ho’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

Mr Ho is entitled to receive from the Company (i) an annual director’s fee of HK$300,000; (ii) an annual fee of HK$120,000 for acting as member of the Board’s audit and compliance committee (the “AC Committee”); and (iii) a fee of HK$5,000 for attending each meeting of the Board and its committee(s), with reference to his duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Ms CHEN Keren (陳穎珊)

Ms Chen, aged 56, has over 30 years of experience in legal and corporate services. She worked at an international law firm, Sinclair, Roche & Temperley, London between September 1988 and February 1994, and joined the firm’s Hong Kong office in March 1994 as solicitor. She remained with Sinclair, Roche & Temperley, Hong Kong as partner until February 1998. In March 1998, Ms Chen joined Kerry Trading Co., Limited as legal counsel, and has since become group co-general counsel, company secretary, head of company secretarial and compliance and director of corporate services of Kerry Group Limited (“KGL”). KGL is one of the controlling shareholders of the Company.

Ms Chen obtained a bachelor’s degree in law from the London School of Economics and Political Science in the UK in July 1987. She is a qualified solicitor in Hong Kong and England and Wales.

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On 13 October 2021, the Company entered into a letter of appointment with Ms Chen in relation to her appointment as non-executive Director. Ms Chen will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which she will be eligible for re-election in accordance with the Bye-laws and the Listing Rules. Subject to her being re-elected, Ms Chen’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

Ms Chen is entitled to receive from the Company (i) an annual director’s fee of HK$300,000 and (ii) a fee of HK$5,000 for attending each meeting of the Board, with reference to her duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Independent non-executive Directors

Dr CHEUNG Wai Man (張惠民)

Dr Cheung, aged 62, is currently associate dean, Graduate Studies of Business School, CUHK. Dr Cheung has been director of the Asian Institute of Supply Chains & Logistics as well as the Center of Cyber Logistics at CUHK since 2006. He has also served as executive director of the Asia-Pacific Institute of Business at CUHK since 2016. Dr Cheung joined the department of decision sciences and managerial economics at CUHK as assistant professor in 1992, and has since become a full professor at the same department.

Dr Cheung obtained a bachelor’s degree in science (civil engineering) from the National Taiwan University in Taiwan in June 1982, a master of business administration degree from the Rensselaer Polytechnic Institute in the US in December 1986 and completed his doctor of philosophy degree in decision sciences and engineering systems at the same institute in December 1991.

On 13 October 2021, the Company entered into a letter of appointment with Dr Cheung in relation to his appointment as independent non-executive Director. Dr Cheung will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for reelection in accordance with the Bye-laws and the Listing Rules. Subject to his being re-elected, Dr Cheung’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

Dr Cheung is entitled to receive from the Company (i) an annual director’s fee of HK$300,000; (ii) an annual fee of HK$50,000 for acting as member of the Board’s nomination committee (the “Nomination Committee”); and (iii) a fee of HK$5,000 for attending each meeting of the Board and its committee(s), with reference to his duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Mr LAI Sau Cheong Simon (黎壽昌)

Mr Lai, aged 61, has over 30 years of experience in corporate finance and commercial law fields. He joined Deacons in 1985 and was head of its corporate finance practice before retiring from partnership in 2008. Mr Lai re-joined Deacons as a consultant in January 2012 and in November 2012, he joined the Chow Tai Fook group. Mr Lai has since acted as general counsel (head of legal and secretarial) of Chow Tai Fook Enterprises Limited and as group general counsel and joint company secretary of Chow Tai Fook Jewellery Group Limited (a company listed on SEHK, stock code 1929).

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Mr Lai obtained a bachelor’s degree in law from HKU in November 1982 and a postgraduate certificate in law from HKU in July 1983. He is a qualified solicitor in Hong Kong, England and Wales, New South Wales, Australia and Australian Capital Territory, Australia, and is a qualified barrister in Australian Capital Territory, Australia.

Mr Lai currently serves on various committees of The Law Society of Hong Kong including as chairman of its company law committee, prior to which he acted as director and council member between 2016 and 2019. Mr Lai has also served on a number of public appointments in Hong Kong including The Inland Revenue Board of Review, the Solicitors Disciplinary Tribunal and the Appeal Panel (Housing). His current term with the Appeal Tribunal Panel (Buildings) will expire in November 2021.

On 13 October 2021, the Company entered into a letter of appointment with Mr Lai in relation to his appointment as independent non-executive Director. Mr Lai will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for re-election in accordance with the Bye-laws and the Listing Rules. Subject to his being re-elected, Mr Lai’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

Mr Lai is entitled to receive from the Company (i) an annual director’s fee of HK$300,000; (ii) an annual fee of HK$120,000 for acting as member of the AC Committee; (iii) an annual fee of HK$80,000 for acting as chairman and member of the Board’s remuneration committee (the “Remuneration Committee”); (iv) an annual fee of HK$50,000 for acting as member of the Nomination Committee; and (v) a fee of HK$5,000 for attending each meeting of the Board and its committee(s), with reference to his duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Mr TAN Chuen Yan Paul (陳傳仁)

Mr Tan, aged 63, has over 35 years of experience in the legal industry. He joined Baker & McKenzie in July 1982 and became a principal in July 1991. He retired from partnership in December 2019. Mr Tan received from the University of Sydney in Australia a bachelor’s degree in economics in April 1980, a bachelor’s degree in law in February 1982 and a master degree in law in June 1985. He is a qualified solicitor in Hong Kong and New South Wales, Australia.

On 13 October 2021, the Company entered into a letter of appointment with Mr Tan in relation to his appointment as independent non-executive Director. Mr Tan will hold office from the Effective Date until the conclusion of the Company’s next general meeting, at which he will be eligible for re-election in accordance with the Bye-laws and the Listing Rules. Subject to his being re-elected, Mr Tan’s appointment will then continue for a period for three years until the conclusion of the Company’s third annual general meeting or such earlier date as determined by the Bye-laws, the Listing Rules and/or the Companies Act.

Mr Tan is entitled to receive from the Company (i) an annual director’s fee of HK$300,000; (ii) an annual fee of HK$80,000 for acting as chairman and member of the Nomination Committee; (iii) an annual fee of HK$50,000 for acting as member of the Remuneration Committee; and (iv) a fee of HK$5,000 for attending each meeting of the Board and its committee(s), with reference to his duties and responsibilities and the Company’s remuneration policy. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws.

Save as disclosed, each of Mr Wang, Mr Chan, Mr Ho, Ms Chen, Dr Cheung, Mr Lai and Mr Tan (i) does not hold any position with the Company and/or its subsidiaries; (ii) does not and did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years immediately preceding the date of this announcement, nor does he or she (as applicable) possess any major appointment or professional qualification; (iii) does not

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have any relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders of the Company; (iv) does not have any interest in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (v) there is no other matter concerning his or her (as applicable) appointment that is required to be brought to the attention of the shareholders of the Company (the “Shareholders”), nor is there any information that is required to be disclosed under Rules 13.51(2)(h) to (v) of the Listing Rules.

The Board takes this opportunity to congratulate Mr Wang, Mr Chan, Mr Ho, Ms Chen, Dr Cheung, Mr Lai and Mr Tan on their new appointments.

RESIGNATION OF DIRECTORS

The Board announces that with effect from the Effective Date:

1. Mr NG Kin Hang (“Mr Ng”) has resigned as executive Director so that he can focus on his role at Kerry Express (Thailand) Public Company Limited;

2. Ms KHOO Shulamite N K (“Ms Khoo”) has resigned as independent non-executive Director so that she can focus on other business endeavours;

3. Mr YEO Philip Liat Kok (“Mr Yeo”) has resigned as independent non-executive Director so that he can focus on other business endeavours; and

4. Mr ZHANG Yi Kevin (“Mr Zhang”) has resigned as independent non-executive Director so that he can focus on other business endeavours.

Each of Mr Ng, Ms Khoo, Mr Yeo and Mr Zhang has confirmed that he or she (as applicable) has no disagreement with the Board and there are no matters relating to his or her (as applicable) resignation that need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its sincere gratitude to Mr Ng, Ms Khoo, Mr Yeo and Mr Zhang for their valuable contribution to the Company during their tenure of office.

RESIGNATION OF CHAIRMAN, APPOINTMENT OF VICE CHAIRMAN AND RE-DESIGNATION OF DIRECTOR

The Board announces that with effect from the Effective Date, Mr KUOK Khoon Hua (“Mr Kuok”) has resigned from his position as chairman of the Board due to reassignment of duties and responsibilities, and has been appointed as vice chairman of the Board and re-designated as non-executive Director.

Mr Kuok has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation as chairman of the Board that need to be brought to the attention of the Shareholders.

Mr Kuok (郭孔華), aged 42, joined the Company as executive Director in November 2013 and was appointed as chairman of the Board in May 2019. He has been chairman of KHL since October 2016 and director of KHL since January 2010, vice chairman and chief executive officer of KPL (a company listed on SEHK, stock code 683) since June 2019, director of KGL since August 2012, and director of Kuok (Singapore) Limited since September 2016. Mr Kuok is also a director of various subsidiaries of the Company. KGL and KHL are each a controlling shareholder of the Company. KPL is a substantial shareholder of the Company. Mr Kuok has also acted as non-independent non-executive director of Wilmar International Limited (a company listed on the Singapore Stock Exchange, stock code F34) since July 2016 and director of Sea Limited (whose American depositary shares are listed on NYSE, stock code SE) since October 2017. He was non-executive director of KPL from June 2015 to May 2019.

Mr Kuok obtained a bachelor’s degree in economics from Harvard University in the US in 2003.

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As at the date of this announcement, Mr Kuok is interested in 1,732,907 shares of the Company within the meaning of Part XV of the SFO.

Mr Kuok is not entitled to receive any remuneration in respect of his appointment as vice chairman of the Board or re-designation as non-executive Director. Save as disclosed, there is no change to the terms of appointment of Mr Kuok as from his previous appointment as executive Director, which letter of appointment remains effective.

Save as disclosed, Mr Kuok (i) does not hold any position with the Company and/or its subsidiaries; (ii) does not and did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years immediately preceding the date of this announcement, nor does he possess any major appointment or professional qualification; (iii) does not have any relationship with any directors, senior management or substantial shareholders or controlling shareholders of the Company; (iv) does not have any interest in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (v) there is no other matter concerning his appointment or re-designation that is required to be brought to the attention of the Shareholders, nor is there any information that is required to be disclosed under Rules 13.51(2)(h) to (v) of the Listing Rules.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

AC Committee

The Board announces that with effect from the Effective Date:

1. each of Mr Yeo and Mr Zhang has ceased to be member of the AC Committee; and 2. each of Mr Ho and Mr Lai has been appointed as member of the AC Committee.

Remuneration Committee

The Board announces that with effect from the Effective Date:

1. Ms Khoo has ceased to be chairman and member of the Remuneration Committee;

2. each of Mr Kuok, Mr Yeo and Mr Zhang has ceased to be member of the Remuneration Committee;

3. Mr Lai has been appointed as chairman and member of the Remuneration Committee; and

4. each of Mr Wang, Mr Tan and Ms WONG Yu Pok Marina (“Ms Wong”), an existing independent non-executive Director, has been appointed as member of the Remuneration Committee.

Nomination Committee

The Board announces that with effect from the Effective Date:

1. Mr Kuok has ceased to be chairman of the Nomination Committee, but remains as member;

2. each of Ms Khoo, Ms Wong and Mr Yeo has ceased to be member of the Nomination Committee;

3. Mr Tan has been appointed as chairman and member of the Nomination Committee; and

4. each of Mr Wang, Dr Cheung and Mr Lai has been appointed as member of the Nomination Committee.

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Other committees of the Board

The Board announces that with effect from the Effective Date:

1. Mr Ng has ceased to be member of the Board’s finance committee (the “Finance Committee”);

2. Mr Chan has been appointed as member of the Finance Committee; and

3. a non-Director member of the Board’s risk management committee has resigned from his position as a committee member.

By order of the Board Kerry Logistics Network Limited LEE Pui Nee Company Secretary

Hong Kong, 13 October 2021

As at the date of this announcement, the Directors are as follows:

Executive Directors:

Mr MA Wing Kai William and Mr CHEUNG Ping Chuen Vicky

Non-executive Directors:

Mr WANG Wei, Mr KUOK Khoon Hua, Mr CHAN Fei, Mr HO Chit and Ms CHEN Keren

Independent non-executive Directors:

Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon, Mr TAN Chuen Yan Paul and Ms WONG Yu Pok Marina

This announcement is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.kln.com).

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