KLN Logistics Group Limited — Capital/Financing Update 2021

Nov 5, 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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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

Stock Code 636

CONNECTED TRANSACTIONS

IN RESPECT OF

THE ACQUISITION OF MINORITY INTERESTS IN CERTAIN NON WHOLLY‐ OWNED SUBSIDIARIES IN THAILAND AND THE PRC

The Board is pleased to announce that on 5 November 2021 (after trading hours), the Company (through KLN Thailand and Kerry China) entered into the Thailand SPA, the Shanghai SPA, the Nanjing SPA, the Ningbo SPA and the Qingdao SPA in relation to the Thailand Acquisition, the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition respectively.

THE THAILAND ACQUISITION

Pursuant to the Thailand SPA, KLN Thailand conditionally agreed to purchase each of the Thailand Target Shares I and Thailand Target Shares II which in aggregate represent the remaining approximately 28.3% of the K‐Apex Thailand Shares from ZTCL and Mrs. Supawirachbuncha at the Thailand SPA Consideration in accordance with the terms and conditions therein. Upon completion of the Thailand Acquisition, K‐Apex Thailand will become an indirect wholly‐owned subsidiary of the Company.

THE SHANGHAI ACQUISITION

Pursuant to the Shanghai SPA, Kerry China conditionally agreed to purchase the Shanghai Target Shares which represent 16% of the Zenith Shanghai Shares from NUGL at the Shanghai SPA Consideration in accordance with the terms and conditions therein. Upon completion of the Shanghai Acquisition, Zenith Shanghai will continue to be an indirect non wholly‐owned subsidiary of the Company and will be held by Kerry China as to 67%.

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THE NANJING ACQUISITION

Pursuant to the Nanjing SPA, Kerry China conditionally agreed to purchase the Nanjing Target Shares which represent 16% of the Zenith Nanjing Shares from YSGL at the Nanjing SPA Consideration in accordance with the terms and conditions therein. Upon completion of the Nanjing Acquisition, Zenith Nanjing will continue to be an indirect non wholly‐ owned subsidiary of the Company and will be held by Kerry China as to 67%.

THE NINGBO ACQUISITION

Pursuant to the Ningbo SPA, Kerry China conditionally agreed to purchase the Ningbo Target Shares which represent 16% of the Zenith Ningbo Shares from GGHL at the Ningbo SPA Consideration in accordance with the terms and conditions therein. Upon completion of the Ningbo Acquisition, Zenith Ningbo will continue to be an indirect non wholly‐ owned subsidiary of the Company and will be held by Kerry China as to 67%.

THE QINGDAO ACQUISITION

Pursuant to the Qingdao SPA, Kerry China conditionally agreed to purchase the Qingdao Target Shares which represent 16% of the Zenith Q Shares from SIL at the Qingdao SPA Consideration in accordance with the terms and conditions therein. Upon completion of the Qingdao Acquisition, Zenith Qingdao will continue to be an indirect non wholly‐ owned subsidiary of the Company but will be held by Kerry China as to 67%.

LISTING RULES IMPLICATIONS

Each of ZTCL, NUGL, YSGL, GGHL and SIL is a connected person of the Company at the subsidiary level by virtue of each being a substantial shareholder of a non wholly‐owned subsidiary of the Company. Hence, each of the Acquisitions constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Furthermore, as each of ZTCL, NUGL, YSGL, GGHL and SIL is controlled as to 30% or more by Ms. Tse, the Thailand Acquisition, the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition are aggregated as a series of connected transactions pursuant to Rules 14A.81 and 14A.82 of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Acquisitions (as aggregated) exceed 1% but are less than 5%, the Acquisitions are subject to the announcement requirement but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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INTRODUCTION

The Board is pleased to announce that on 5 November 2021 (after trading hours), the Company (through KLN Thailand and Kerry China) entered into the Thailand SPA, the Shanghai SPA, the Nanjing SPA, the Ningbo SPA, and the Qingdao SPA in relation to the Thailand Acquisition, the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition respectively.

THE THAILAND ACQUISITION

PRINCIPAL TERMS OF THE THAILAND SPA

1. Date

2. 5 November 2021

3. Parties

4. (i) KLN Thailand (as buyer);

5. (ii) ZTCL (as seller); and

6. (iii) Mrs. Supawirachbuncha (as seller).

7. Assets to be acquired

Pursuant to the Thailand SPA, ZTCL and Mrs. Supawirachbuncha have conditionally agreed to sell and KLN Thailand has conditionally agreed to acquire the Thailand Target Shares, which represent the remaining approximately 28.3% of the K‐Apex Thailand Shares.

1. Consideration

The Thailand SPA Consideration is the sum of the following:

• (i) THB314,191,673, which equals to 14% of 10 times of the 2020 K‐Apex Thailand EBITDA (after deducting an estimated amount of the share of stamp duty of ZTCL and Mrs. Supawirachbuncha relating to the transfer of the Thailand Target Shares), of which THB157,095,036.5, THB157,095,836.5 and THB800 is payable to Mr. Supawirachbuncha, Ms. Tse and Mrs. Supawirachbuncha respectively within five Business Days from the date of the Thailand SPA; and

• (ii) the aggregate of (a) an amount equal to 14.26% of 10 times of the 2021 K‐Apex Thailand EBITDA and (b) a sum of THB58,800,000 which equals to the amount of issued share capital of K‐Apex Thailand contributed by ZTCL and Mrs. Supawirachbuncha (after deducting the balance (if any) of the actual share of stamp duty of ZTCL and Mrs. Supawirachbuncha not already deducted under paragraph (i) above), 49.99995%, 50% and 0.00005% of which shall be payable to Mr. Supawirachbuncha, Ms. Tse and Mrs. Supawirachbuncha respectively within 10 Business Days after the issuance of the audited financial statements of K‐Apex Thailand for the year ending 31 December 2021 and the determination of the 2021 K‐Apex Thailand EBITDA.

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The Thailand SPA Consideration shall, however, not exceed an aggregate amount of THB1,696 million.

The Group financed and intends to finance the Thailand SPA Consideration by its internal resources.

5. Conditions Precedent

The completion of the Thailand SPA is conditional on the fulfilment or waiver of the following conditions:

• (i) the declaration of a distribution to K‐Apex Thailand’s shareholders of all its retained earnings as at 31 December 2021 as final dividend;

• (ii) the warranties made by ZTCL and Mrs. Supawirachbuncha being true, correct and complete as of the date of the Thailand SPA and the Thailand SPA Completion Date; and

• (iii) all necessary approvals, consents, waivers and/or clearances as may be required by any governmental department, regulatory authority or any other entity to complete the transactions contemplated in the Thailand SPA having been obtained and such approvals, consents, waivers and/or clearances not having been revoked or amended prior to the Thailand SPA Completion Date.

KLN Thailand may, at its discretion, waive (in whole or in part and conditionally or unconditionally) the conditions as set out in paragraphs (i) and (ii) above by notice in writing to ZTCL and Mrs. Supawirachbuncha. Neither KLN Thailand, ZTCL nor Mrs. Supawirachbuncha shall have the right to waive the condition as set out in paragraph (iii) above.

The above conditions are expected to be satisfied or waived on or before the Thailand SPA End Date. If any of the conditions has not been satisfied by then, the Thailand SPA shall be terminated and neither KLN Thailand, ZTCL nor Mrs. Supawirachbuncha shall have any claim against the other party, except in respect of any antecedent breach of the Thailand SPA.

PRINCIPAL TERMS OF THE SHANGHAI SPA

1. Date

5 November 2021

1. Parties

(i) Kerry China (as buyer); and

(ii) NUGL (as seller).

1. Assets to be acquired

Pursuant to the Shanghai SPA, NUGL has conditionally agreed to sell and Kerry China has conditionally agreed to acquire the Shanghai Target Shares, which represent 16% of the Zenith Shanghai Shares.

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1. Consideration and basis of determination

The Shanghai SPA Consideration is RMB23,025,856 which represents an amount equal to 16% of 11 times of the 2020 K‐Apex Shanghai EBITDA, which shall be paid on the PRC SPA Completion Date. The Group intends to finance the Shanghai SPA Consideration by its internal resources.

1. Conditions Precedent

The completion of the Shanghai SPA is conditional on the fulfilment or waiver of the following conditions:

• (i) the declaration of a distribution to Zenith Shanghai’s shareholders of all its retained earnings as at 31 December 2021 as final dividend;

• (ii) the warranties made by NUGL being true, correct and complete as of the date of the Shanghai SPA and the PRC SPA Completion Date; and

• (iii) all necessary approvals, consents, waivers and/or clearances as may be required by any governmental department, regulatory authority or any other entity to complete the transactions contemplated in the Shanghai SPA having been obtained and such approvals, consents, waivers and/or clearances not having been revoked or amended prior to the completion of the Shanghai SPA.

Kerry China may, at its discretion, waive (in whole or in part and conditionally or unconditionally) the conditions as set out in paragraphs (i) and (ii) above by notice in writing to NUGL. Neither Kerry China nor NUGL shall have the right to waive the condition as set out in paragraph (iii) above.

The above conditions are expected to be satisfied or waived on or before the PRC SPA End Date.If any of the conditions has not been satisfied by then, the Shanghai SPA shall be terminated and neither Kerry China nor NUGL shall have any claim against the other party, except in respect of any antecedent breach of the Shanghai SPA.

PRINCIPAL TERMS OF THE NANJING SPA

1. Date

2. 5 November 2021

3. Parties

4. (i) Kerry China (as buyer); and

(ii) YSGL (as seller).

1. Assets to be acquired

Pursuant to the Nanjing SPA, YSGL has conditionally agreed to sell and Kerry China has conditionally agreed to acquire the Nanjing Target Shares, which represent 16% of the Zenith Nanjing Shares.

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1. Consideration and basis of determination

The Nanjing SPA Consideration is RMB3,603,002 which represents an amount equal to 16% of 11 times of the 2020 K‐Apex Nanjing EBITDA, which shall be paid on the PRC SPA Completion Date. The Group intends to finance the Nanjing SPA Consideration by its internal resources.

1. Conditions Precedent

The completion of the Nanjing SPA is conditional on the fulfilment or waiver of the following conditions:

• (i) the declaration of a distribution to Zenith Nanjing’s shareholders of all its retained earnings as at 31 December 2021 as final dividend;

• (ii) the warranties made by YSGL being true, correct and complete as of the date of the Nanjing SPA and the PRC SPA Completion Date; and

• (iii) all necessary approvals, consents, waivers and/or clearances as may be required by any governmental department, regulatory authority or any other entity to complete the transactions contemplated in the Nanjing SPA having been obtained and such approvals, consents, waivers and/or clearances not having been revoked or amended prior to the completion of the Nanjing SPA.

Kerry China may, at its discretion, waive (in whole or in part and conditionally or unconditionally) the conditions as set out in paragraphs (i) and (ii) above by notice in writing to YSGL. Neither Kerry China nor YSGL shall have the right to waive the condition as set out in paragraph (iii) above.

The above conditions are expected to be satisfied or waived on or before the PRC SPA End Date. If any of the conditions has not been satisfied by then, the Nanjing SPA shall be terminated and neither Kerry China nor YSGL shall have any claim against the other party, except in respect of any antecedent breach of the Nanjing SPA.

PRINCIPAL TERMS OF THE NINGBO SPA

1. Date

5 November 2021

1. Parties

2. (i) Kerry China (as buyer); and

(ii) GGHL (as seller).

1. Assets to be acquired

Pursuant to the Ningbo SPA, GGHL has conditionally agreed to sell and Kerry China has conditionally agreed to acquire the Ningbo Target Shares, which represent 16% of the Zenith Ningbo Shares.

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1. Consideration and basis of determination

The Ningbo SPA Consideration is RMB18,392,628 which represents an amount equal to 16% of 11 times of the 2020 K‐Apex Ningbo EBITDA, which shall be paid on the PRC SPA Completion Date. The Group intends to finance the Ningbo SPA Consideration by its internal resources.

1. Conditions Precedent

The completion of the Ningbo SPA is conditional on the fulfilment or waiver of the following conditions:

• (i) the declaration of a distribution to Zenith Ningbo’s shareholders of all its retained earnings as at 31 December 2021 as final dividend;

• (ii) the warranties made by GGHL being true, correct and complete as of the date of the Ningbo SPA and the PRC SPA Completion Date; and

• (iii) all necessary approvals, consents, waivers and/or clearances as may be required by any governmental department, regulatory authority or any other entity to complete the transactions contemplated in the Ningbo SPA having been obtained and such approvals, consents, waivers and/or clearances not having been revoked or amended prior to the completion of the Ningbo SPA.

Kerry China may, at its discretion, waive (in whole or in part and conditionally or unconditionally) the conditions as set out in paragraphs (i) and (ii) above by notice in writing to GGHL. Neither Kerry China nor GGHL shall have the right to waive the condition as set out in paragraph (iii) above.

The above conditions are expected to be satisfied or waived on or before the PRC SPA End Date. If any of the conditions has not been satisfied by then, the Ningbo SPA shall be terminated and neither Kerry China nor YSGL shall have any claim against the other party, except in respect of any antecedent breach of the Ningbo SPA.

PRINCIPAL TERMS OF THE QINGDAO SPA

1. Date

5 November 2021

1. Parties

(i) Kerry China (as buyer); and

(ii) SIL (as seller).

1. Assets to be acquired

Pursuant to the Qingdao SPA, SIL has conditionally agreed to sell and Kerry China has conditionally agreed to acquire the Qingdao Target Shares, which represent 16% of the Zenith Q Shares.

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1. Consideration and basis of determination

The Qingdao SPA Consideration is RMB4,062,835 which represents an amount equal to 16% of 11 times of the 2020 K‐Apex Qingdao EBITDA, which shall be paid on the PRC SPA Completion Date. The Group intends to finance the Qingdao SPA Consideration by its internal resources.

1. Conditions Precedent

The completion of the Qingdao SPA is conditional on the fulfilment or waiver of the following conditions:

• (i) the declaration of a distribution to Zenith Q’s shareholders of all its retained earnings as at 31 December 2021 as final dividend;

• (ii) the warranties made by SIL being true, correct and complete as of the date of the Qingdao SPA and the PRC SPA Completion Date; and

• (iii) all necessary approvals, consents, waivers and/or clearances as may be required by any governmental department, regulatory authority or any other entity to complete the transactions contemplated in the Qingdao SPA having been obtained and such approvals, consents, waivers and/or clearances not having been revoked or amended prior to the completion of the Qingdao SPA.

Kerry China may, at its discretion, waive (in whole or in part and conditionally or unconditionally) the conditions as set out in paragraphs (i) and (ii) above by notice in writing to SIL. Neither Kerry China nor GGHL shall have the right to waive the condition as set out in paragraph (iii) above.

The above conditions are expected to be satisfied or waived on or before the PRC SPA End Date. If any of the conditions has not been satisfied by then, the Qingdao SPA shall be terminated and neither Kerry China nor SIL shall have any claim against the other party, except in respect of any antecedent breach of the Qingdao SPA.

INFORMATION RELATING TO THE GROUP

The Group is a leading Asia‐based logistics service provider with a highly diversified business portfolio and global presence in 58 countries and territories. Headquartered in Hong Kong, the Group offers a broad range of supply chain solutions from integrated logistics, international freight forwarding (air, ocean, road, rail and multimodal), industrial project logistics, to cross‐border e‐commerce, last‐mile fulfilment and infrastructure investment.

INFORMATION RELATING TO THE TARGET COMPANIES, NAMELY K‐APEX THAILAND AND THE PRC SUBSIDIARIES

K‐Apex Thailand and the PRC Subsidiaries are primarily engaged in international freight forwarding, logistics and other related services in Thailand and the PRC respectively.

The total original acquisition cost of the Thailand Target Shares, Shanghai Target Shares, Nanjing Target Shares, Ningbo Target Shares and Qingdao Target Shares to each of ZTCL, NUGL, YSGL, GGHL and SIL was THB33 , 912 , 000, RMB3,328,000, RMB608,000, RMB1,008,000, and RMB1,568,000, respectively.

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K‐Apex Thailand

As at the date of this announcement, K‐Apex Thailand is an indirect non wholly‐owned subsidiary of the Company, and is owned as to approximately 71.7%, 28.3% and less than 0.01% by KLN Thailand, ZTCL and Mrs. Supawirachbuncha respectively.

Upon completion of the Thailand Acquisition, ZTCL and Mrs. Supawirachbuncha will cease to own any K‐Apex Thailand Shares and K‐Apex Thailand will become an indirect wholly‐owned subsidiary of the Company.

The summary of the audited financial information of K‐Apex Thailand for the two years ended 31 December 2019 and 2020 is as follows:

	For the year ended	For the year ended
	31 December 2019	31 December 2020
	(audited)	(audited)
	(THB million)	(THB million)
Net profits before taxation	162.1	222.0
Net profits after taxation	129.6	177.6

The net asset value of K‐Apex Thailand as of 31 December 2020 was approximately THB305.6 million.

PRC Subsidiaries

As at the date of this announcement, each of Zenith Shanghai, Zenith Nanjing, Zenith Ningbo and Zenith Q is an indirect non wholly‐owned subsidiary of the Company. The shareholding structure of each of these companies as at the date of this announcement and upon completion of each of the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition is as follows:

Zenith Shanghai Kerry China NUGL TOTAL Zenith Nanjing Kerry China YSGL TOTAL Zenith Ningbo Kerry China GGHL TOTAL	As at the date of this announcement 51% 49% 100% 51% 49% 100% 51% 49% 100%	Upon completion of the Shanghai Acquisition 67% 33%
		100% Upon completion of the Nanjing Acquisition 67% 33%
		100% Upon completion of the Ningbo Acquisition 67% 33%
		100%

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Zenith Q Kerry China SIL TOTAL	51% 49% 100%	Upon completion of the Qingdao Acquisition 67% 33%
		100%

The summary of the audited financial information of each of the PRC Subsidiaries for the two years ended 31 December 2019 and 2020 is as follows:

		For the year ended	For the year ended
		31 December 2019	31 December 2020
		(audited)	(audited)
		(RMB million)	(RMB million)
Zenith Shanghai Group
Net	profits before taxation	8.2	13.0
Net	profits after taxation	5.7	9.4
Zenith Nanjing Group
Net	profits before taxation	1.7	2.1
Net	profits after taxation	1.6	1.9
Zenith Ningbo Group
Net	profits before taxation	3.9	10.5
Net	profits after taxation	2.9	7.8
Zenith Q Group
Net	profits/ (loss) before	(1.0)	2.0
taxation
Net	profits/ (loss) after taxation	(1.0)	2.0

The net asset value of each of the Zenith Shanghai Group, the Zenith Nanjing Group, the Zenith Ningbo Group and the Zenith Q Group as of 31 December 2020 was approximately RMB19.9 million, RMB8.2 million, RMB7.4 million and RMB10.8 million respectively.

INFORMATION RELATING TO THE SELLERS NAMELY ZTCL, MRS. SUPAWIRACHBUNCHA, NUGL, YSGL, GGHL AND SIL

ZTCL is a company incorporated in Hong Kong with limited liability, which is principally engaged in investment holding. As at the date of this announcement, ZTCL is ultimately held as to 50% and 50% by Ms. Tse and Mr. Supawirachbuncha respectively. Mr. Supawirachbuncha is a director of a subsidiary of the Company and Mrs. Supawirachbuncha is the spouse of Mr. Supawirachbuncha.

Each of NUGL, YSGL, GGHL and SIL is a company incorporated in the BVI with limited liability, which is principally engaged in investment holding.

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As at the date of this announcement, the single largest shareholder of each of NUGL, YSGL, GGHL and SIL is Ms. Tse, who ultimately holds each of such companies as to 82%, 71.5%, 73.6% and 76% effectively. Ms. Tse is also a director of certain non wholly‐owned subsidiaries of the Company. The remaining shareholders of each of NUGL, YSGL, GGHL and SIL consist of three individuals, each of whom holds NUGL, YSGL, GGHL and SIL as to not more than 15% effectively. These three individuals are directors of certain non wholly‐owned subsidiaries of the Company.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

By acquiring the remaining equity interests and thus becoming the sole shareholder of K‐Apex Thailand, and acquiring further equity interests in Zenith Shanghai, Zenith Nanjing, Zenith Ningbo and Zenith Q, the Group will be able to exercise more discretion in managing the development strategies of such companies to further leverage on their capabilities in international freight forwarding, logistics and other related services in Asia, which is in line with the Group’s stated strategy to grow its business organically. The Company believes that the Acquisitions will offer the Group a favourable position to further extend its international freight forwarding coverage in Asia, which will help support and strengthen the Company’s international freight forwarding and logistics network in Asia.

The Thailand SPA, the Shanghai SPA, the Nanjing SPA, the Ningbo SPA and the Qingdao SPA were arrived at after arm’s length negotiations between parties to these agreements. The Board (including the independent non‐executive Directors) considers that each of the Acquisitions are on normal commercial terms and the terms of each of the Acquisitions are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

Each of ZTCL, NUGL, YSGL, GGHL and SIL is a connected person of the Company at the subsidiary level by virtue of each being a substantial shareholder of a non wholly‐owned subsidiary of the Company. Hence, each of the Acquisitions constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Furthermore, as each of ZTCL, NUGL, YSGL, GGHL and SIL is controlled as to 30% or more by Ms. Tse, the Thailand Acquisition, the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition are aggregated as a series of connected transactions pursuant to Rules 14A.81 and 14A.82 of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Acquisitions (as aggregated) exceed 1% but are less than 5%, the Acquisitions are subject to the announcement requirement but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

Terms or expressions used in this announcement shall, unless the context otherwise requires, have the meanings ascribed to them below:

“2020 K‐Apex Nanjing the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Nanjing for the year ended 31 December 2020, as determined by reference to the financial statements of K‐Apex Nanjing relating to the reference period

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“2020 K‐Apex Ningbo the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Ningbo for the year ended 31 December 2020, as determined by reference to the financial statements of K‐Apex Ningbo relating to the reference period “2020 K‐Apex Shanghai the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Shanghai for the year ended 31 December 2020, as determined by reference to the financial statements of K‐Apex Shanghai relating to the reference period

• “2020 K‐Apex Thailand the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Thailand for the year ended 31 December 2020, as determined by reference to the financial statements of K‐Apex Thailand relating to the reference period

• “2020 K‐Apex Qingdao the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Qingdao for the year ended 31 December 2020, as determined by reference to the financial statements of K‐Apex Qingdao relating to the reference period

• “2021 K‐Apex Thailand the normalised audited annual earnings before interest, taxes, EBITDA” depreciation and amortisation of K‐Apex Thailand for the year ending 31 December 2021, as determined by reference to the financial statements of K‐Apex Thailand relating to the reference period

• “Acquisitions” the Thailand Acquisition, the Shanghai Acquisition, the Nanjing Acquisition, the Ningbo Acquisition and the Qingdao Acquisition

• “Board” the board of Directors

• A day (other than a Saturday or Sunday or days on which a tropical

• “Business Day” cyclone warning Number 8 or above or a “black” rain warning signal is issued in Hong Kong at any time between 9 am and 5 pm) on which Hong Kong clearing banks and banks in Thailand are open for the transaction of normal banking business

• “BVI” the British Virgin Islands

• “Company” Kerry Logistics Network Limited, incorporated in the British Virgin Islands and continued into Bermuda to become an exempted company with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 636)

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules “control” holding of 30% or more of the voting rights of a company “Director(s)” director(s) of the Company

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“GGHL” Goodies Global Holdings Limited, a limited liability company incorporated in the BVI “Group” the Company and its subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

• “K‐Apex Nanjing” K‐Apex Logistics (Nanjing) Company Limited* ( 嘉榮國際貨運代理 （南京）有限公司 ), a limited liability company incorporated in the PRC and a direct wholly‐owned subsidiary of Zenith Nanjing

• “K‐Apex Ningbo” K‐Apex International Freight (Ningbo) Co., Ltd.* ( 嘉峰國際貨運 （寧波）有限公司 ), a limited liability company incorporated in the PRC and a direct wholly‐owned subsidiary of Zenith Ningbo

• “K‐Apex Shanghai” K‐Apex Logistics (Shanghai) Company Limited* ( 嘉瑾國際貨運代理 （上海）有限公司 ), a limited liability company incorporated in the PRC and a direct wholly‐owned subsidiary of Zenith Shanghai

• “K‐Apex Thailand” Kerry‐Apex (Thailand) Co., Ltd., a limited liability company incorporated in Thailand and an indirect non wholly‐owned subsidiary of the Company

• “K‐Apex Thailand Shares” shares in the capital of K‐Apex Thailand

• “K‐Apex Qingdao” K‐Apex Logistics (Qingdao) Co., Ltd.* ( 嘉榮國際貨運（青島）有限 公司 ), a limited liability company incorporated in the PRC and a direct wholly‐owned subsidiary of Zenith Q

• “Kerry China” Kerry Freight Services (China) Limited, a limited liability company incorporated in the BVI and an indirect wholly‐owned subsidiary of the Company

• “KLN Thailand” KLN (Thailand) Limited, a limited liability company incorporated in Thailand and an indirect wholly‐owned subsidiary of the Company

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Mr. Supawirachbuncha” Mr. Thikarn Supawirachbuncha

• “Mrs. Supawirachbuncha” Mrs. Renu Supawirachbuncha

• “Ms. Tse” Ms. Tse Yin Ni

• “Nanjing Acquisition” the proposed acquisition by Kerry China of the Nanjing Target Shares from YSGL

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“Nanjing SPA” a sale and purchase agreement dated 5 November 2021 entered into among Kerry China and YSGL in respect of the Nanjing Target Shares

“Nanjing SPA consideration amount provided under the Nanjing SPA Consideration” “Nanjing Target Shares” 80 Zenith Nanjing Shares “Ningbo Acquisition” the proposed acquisition by Kerry China of the Ningbo Target Shares from GGHL “Ningbo SPA” a sale and purchase agreement dated 5 November 2021 entered into among Kerry China and GGHL in respect of the Ningbo Target Shares

• “Ningbo SPA Consideration” consideration amount provided under the Ningbo SPA

• “Ningbo Target Shares” 80 Zenith Ningbo Shares

• “NUGL” New Utopia Global Limited, a limited liability company incorporated in the BVI

• “PRC” the People’s Republic of China “PRC SPA Completion Date” 3 January 2022 or such other date as the respective parties to the Shanghai SPA, the Nanjing SPA, the Ningbo SPA or the Qingdao SPA (as applicable) may agree in writing

• “PRC SPA End Date” 30 June 2022 or such other date as the respective parties to the Shanghai SPA, the Nanjing SPA, the Ningbo SPA or the Qingdao SPA (as applicable) may agree in writing

• “PRC Subsidiaries” Zenith Shanghai Group, Zenith Nanjing Group, Zenith Ningbo Group and Zenith Q Group

“Qingdao Acquisition” the proposed acquisition by Kerry China of the Qingdao Target Shares from SIL

• “Qingdao SPA” a sale and purchase agreement dated 5 November 2021 entered into among Kerry China and SIL in respect of the Qingdao Target Shares

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“Qingdao SPA	consideration amount provided under the Qingdao SPA
Consideration”
“Qingdao Target Shares”	80 Zenith Q Shares
“RMB”	Renminbi, the lawful currency of the PRC
“Shanghai Acquisition”	the proposed acquisition by Kerry China of the Shanghai Target
	Shares from NUGL
“Shanghai SPA”	a sale and purchase agreement dated 5 November 2021 entered
	into among Kerry China and NUGL in respect of the Shanghai Target
	Shares
“Shanghai SPA	consideration amount provided under the Shanghai SPA
Consideration”
“Shanghai Target Shares”	80 Zenith Shanghai Shares
“Shareholders”	shareholders of the Company
“Shares”	shares of the Company
“SIL”	South Isle Limited, a limited liability company incorporated in the
	BVI
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder”	has the meaning ascribed to it under the Listing Rules
“Thailand Acquisition”	the proposed acquisition by KLN Thailand of the Thailand Target
	Shares from ZTCL and Mrs. Supawirachbuncha
“Thailand SPA”	a sale and purchase agreement dated 5 November 2021 entered
	into among KLN Thailand, ZTCL and Mrs. Supawirachbuncha in
	respect of the Thailand Target Shares
“Thailand SPA Completion	3 January 2022 or such other date as KLN Thailand, ZTCL and Mrs.
Date”	Supawirachbuncha may agree in writing
“Thailand SPA	consideration amount provided under the Thailand SPA
Consideration”
“Thailand SPA End Date”	30 June 2022 or such other date as KLN Thailand, ZTCL and Mrs.
	Supawirachbuncha may agree in writing

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• “Thailand Target Shares” Thailand Target Shares I and Thailand Target Shares II, being 393,186 K‐Apex Thailand Shares in aggregate

• “Thailand Target Shares I” 393,185 K‐Apex Thailand Shares “Thailand Target Shares II” one K‐Apex Thailand Share “THB” Thai Baht, the lawful currency of Thailand “YSGL” Your Success Global Limited, a limited liability company incorporated in the BVI

• “Zenith Nanjing” Zenith Nanjing Co., Limited, a limited liability company incorporated in Hong Kong and an indirect non wholly‐owned subsidiary of the Company

• “Zenith Nanjing Group” Zenith Nanjing and K‐Apex Nanjing “Zenith Nanjing Shares” shares in the capital of Zenith Nanjing “Zenith Ningbo” Zenith Ningbo Co., Limited, a limited liability company incorporated in Hong Kong and an indirect non wholly‐owned subsidiary of the Company

• “Zenith Ningbo Group” Zenith Ningbo and K‐Apex Ningbo “Zenith Ningbo Shares” shares in the capital of Zenith Ningbo “Zenith Shanghai” Zenith Shanghai Co., Limited, a limited liability company incorporated in Hong Kong and an indirect non wholly‐owned subsidiary of the Company

• “Zenith Shanghai Group” Zenith Shanghai and K‐Apex Shanghai “Zenith Shanghai Shares” shares in the capital of Zenith Shanghai “Zenith Q” Zenith Q Co., Limited, a limited liability company incorporated in Hong Kong and an indirect non wholly‐owned subsidiary of the Company

• “Zenith Q Group” Zenith Q and K‐Apex Qingdao “Zenith Q Shares” shares in the capital of Zenith Q “ZTCL” Zenith T Co., Limited, a limited liability company incorporated in Hong Kong

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“ %”

per cent

* For identification purpose only

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

Hong Kong, 5 November 2021

As at the date of this announcement, the Directors of the Company are:

Chairman, Non‐executive Director Mr WANG Wei

Vice Chairman, Non‐executive Director Mr KUOK Khoon Hua

Executive Directors:

Mr MA Wing Kai William and Mr CHEUNG Ping Chuen Vicky

Non‐executive Directors:

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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