KLN Logistics Group Limited — Capital/Financing Update 2021

Jun 30, 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 Hong Kong with limited liability) (Stock code: 345)

VOLUNTARY ANNOUNCEMENT ADOPTION OF SHARE AWARD SCHEME

The Company announces that the Board has approved the adoption of the Share Award Scheme, which will take effect on 1st July 2021.

The purposes of the Share Award Scheme are to attract and retain management and key employees, to align Eligible Participants’ interests with the long-term success of the Company, to provide fair and competitive compensation to management and key employees and to drive the achievement of strategic objectives of the Company.

Pursuant to the Scheme Rules, the Company may, from time to time, at its absolute discretion, select any Eligible Participant to participate in the Share Award Scheme as an Award Holder, and such Award Holder may be granted an Award of Restricted Shares, Performance Shares, Restricted Share Units or Performance Share Units.

This announcement is made on a voluntary basis. The Share Award Scheme does not constitute a share option scheme within the meaning of Chapter 17 of the Listing Rules. No shareholders’ approval is required to adopt the Share Award Scheme.

THE SHARE AWARD SCHEME

The Board has approved the adoption of the Share Award Scheme, certain details of which are set out below.

Purposes

The purposes of the Share Award Scheme are to attract and retain management and key employees, to align Eligible Participants’ interests with the long-term success of the Company, to provide fair and competitive compensation to management and key employees and to drive the achievement of strategic objectives of the Company.

The Share Award Scheme will provide the Eligible Participants with an opportunity to have a personal stake in the Company with a view to achieving the following objectives: (i) motivating the Eligible Participants to utilise their performance and efficiency for the benefit of the Group and (ii) attracting and retaining or otherwise maintaining an ongoing relationship with the Eligible Participants whose contributions are or will be beneficial to the long term growth of the Group.

/ 300621:1011

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Duration

The Share Award Scheme will take effect on 1st July 2021 for a term of 10 years (unless terminated earlier by the Board).

Administration

The Share Award Scheme will be administered by the Company in accordance with the Scheme Rules. The Company has entered into the Trust Deed with the Trustee for the purpose of implementing the Share Award Scheme.

Operation

Awards

The Company may, at its absolute discretion, offer to grant (or, as the case may be, decide not to offer to grant) to any Eligible Participant any Award / Awards subject to such conditions as it may specify in such Awards in accordance with the Scheme Rules. An Award Holder may be granted an Award of Restricted Shares, Performance Shares, Restricted Share Units and/or Performance Share Units.

In accordance with the Scheme Rules, the Company may, in accordance with the Trust Deed, instruct the Trustee to acquire such number of Shares on the Stock Exchange at the prevailing market price on the Acquisition Date and fund such acquisition by the Trustee and / or, subject to any applicable requirement of law or regulation (including the Listing Rules), allot and issue such number of Shares to the Trustee, for the satisfaction of any outstanding Award.

The Company may instruct the Trustee to apply any Residual Share as an Award Share or as a Share to be delivered for each vested Restricted Share Unit or Performance Share Unit and any Residual Cash to the fees, costs and expenses in respect of the operation and maintenance of the Trust.

No allotment and issuance of Shares and payment shall be made to the Trustee, no instruction to acquire any Shares shall be given by the Company to the Trustee and no grant of an Award shall be offered by the Company where any director is in possession of any inside information (as defined in Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)) in relation to the Company; or where dealings in Shares by directors are prohibited under any applicable law or regulation (including the Listing Rules).

Vesting

Subject to the Scheme Rules, Restricted Shares and Restricted Share Units that the Company offers to grant to an Eligible Participant shall vest in accordance with the schedule stated in the relevant offers.

Subject to the Scheme Rules, Performance Shares and Performance Share Units shall vest on the dates stated in the relevant offers, subject to any other conditions set out in the relevant offer (including, without limitation, any relevant Performance Metrics for the relevant Performance Period).

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Upon vesting of Restricted Shares, Performance Shares, Restricted Share Units and / or Performance Share Units, the Company shall arrange for the Trustee to deliver to the Award Holder, or his personal representative, one Share for each vested Restricted Share, vested Performance Share or outstanding Share Unit in accordance with the Scheme Rules.

Voting rights of Shares held in the Trust and dividends

The Trustee shall not exercise the voting rights in respect of any Shares held in the Trust. An Award Holder shall only be entitled to exercise the voting rights in respect of a vested Award Share or a Share to be delivered for each vested Share Unit, and to receive directly any dividend in respect of a vested Award Share or a Share to be delivered for each vested Share Unit, after such vested Award Share or Share to be delivered for each vested Share Unit has been transferred to that Award Holder in accordance with the Scheme Rules.

Scheme Limits

The maximum aggregate number of Awards that may be granted under the Share Award Scheme (but excluding those Awards which were granted but subsequently lapsed, forfeited or otherwise determined prior to their vesting) shall not exceed the equivalent of five (5) percent of the number of issued Shares of the Company as at the date the Share Award Scheme becomes effective on 1st July 2021 (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares).

The maximum aggregate number of Awards that may be granted under the Share Award Scheme to a single Eligible Participant in the 12-month period up to each Award Date shall not exceed the equivalent of zero point two (0.2) percent of the number of issued Shares of the Company on the relevant Award Date.

Claw-back

The Awards granted pursuant to the Share Award Scheme are subject to the claw-back provisions in the Scheme Rules.

Assignability

An Award shall be personal to the Award Holder and shall not be assignable. No Award Holder shall in any way sell, transfer, charge, mortgage, encumber or otherwise create any interest in favour of any third party over or in relation to any Award or the relevant Award Shares. If the Award Holder attempts to do any of the foregoing, the Award shall lapse and all unvested Award Shares or Share Units in respect of that Award shall be forfeited (and the relevant Award Holder shall have no further rights to such unvested Award Shares or Share Units) on such sale, or transfer, or upon the creation of such charge, mortgage, encumbrance or interest.

Implications under the Listing Rules

The Share Award Scheme does not constitute a share option scheme within the meaning of Chapter 17 of the Listing Rules. Therefore, no shareholders’ approval is required to adopt the Share Award Scheme.

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Definitions

• “Acquisition Date” means the date on which the Trustee is to acquire Share(s), as instructed by the Company, in connection with an Award;

• “Award” means, individually or collectively, any award to an Eligible Participant of any Restricted Share, Performance Share, Restricted Share Unit or Performance Share Unit;

• “Award Date” means the date on which the Award is deemed to be granted to an Eligible Participant under the terms of the Award;

• “Award Holder” means the grantee for the time being of an Award who has accepted such Award;

• “Award Shares” means in respect of any Award, the Shares comprised in such Award;

• “Board” means the board of directors of the Company;

• “Company” means Vitasoy International Holdings Limited;

• “Eligible Participant” means any employee, executive or director of the Company or any of its Subsidiaries in accordance with the Scheme Rules;

• “Group” means the Company and its Subsidiaries;

• “Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time;

• “Performance Metrics” means the metrics determined by the Company from time to time for the purposes of determining the vesting of Performance Shares and/or Performance Share Units in accordance with the Scheme Rules;

• “Performance Period” means in respect of a Performance Share or Performance Share Unit, the period determined by the Company in respect of any Performance Metrics for the vesting of that Performance Share or Performance Share Unit;

• “Performance Share” is an Award Share granted which vests subject to the applicable Performance Metrics and in respect of such Performance Period, in respect of each Award of Performance Shares, or any other performance conditions, as determined by the Company from time to time;

• “Performance Share Unit” is a conditional right to receive one Share granted in connection with an Award in accordance with the Scheme Rules, which vests subject to the applicable Performance

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Metrics and in respect of such Performance Period, in respect of each Award of Performance Share Units, or any other performance conditions, as determined by the Company from time to time, in accordance with the Scheme Rules;

• “Residual Cash” means all cash held in the Trust;

• “Residual Share” subject to the provisions of the Scheme Rules, means an Award Share that is forfeited in accordance with the terms of the Share Award Scheme and any other Share that is not an Award Share, that is held in the Trust;

• “Restricted Share Unit” is a conditional right to receive one Share granted in connection with an Award made in accordance with the Scheme Rules;

• “Restricted Share” is an Award Share granted to the relevant Eligible Participant, as determined by the Company in accordance with the Scheme Rules;

• “Share Award Scheme” means the Share Award Scheme adopted by the Board on 22nd March 2021 and will take effect on 1st July 2021;

• “Scheme Rules” means the rules of the Share Award Scheme;

• “Share”

  • means an ordinary share of the Company;

• “Share Unit” means a Restricted Share Unit and / or a Performance Share Unit;

• “Stock Exchange” means The Stock Exchange of Hong Kong Limited;

• “Subsidiary” means a company which is for the time being and from time to time a subsidiary of the Company (within the meaning of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong)), whether incorporated in Hong Kong or elsewhere, and “ Subsidiaries ” shall be construed accordingly;

• “Trust” means the trust constituted by the Trust Deed;

• “Trust Deed” means the trust deed or trust deeds between the Company and the Trustee in connection with the Share Award Scheme as stated by its terms to be the Trust Deed for the purposes of the Share Award Scheme (as further restated, supplemented, amended or replaced from time to time); and

• “Trustee” means Computershare Hong Kong Trustees Limited or such other trustee or trustees for the time being of the Trust as declared in the Trust Deed and notified to Award Holders from time to time.

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By Order of the Board Winston Yau-lai LO Executive Chairman

Hong Kong, 30th June 2021

As at the date of this announcement, Mr. Winston Yau-lai Lo, Mr. Roberto Guidetti and Mr. Eugene Lye are executive directors. Ms. Yvonne Mo-ling Lo, Mr. Peter Tak-shing Lo and Ms. May Lo are non-executive directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Jan P. S. Erlund, Mr. Anthony John Liddell Nightingale, Mr. Paul Jeremy Brough and Dr. Roy Chi-ping Chung are independent non-executive directors.

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