KLN Logistics Group Limited — M&A Activity 2021

Aug 11, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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

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Flourish Harmony Holdings Company Limited

(Incorporated in the Cayman Islands with limited liability, an indirectly wholly-owned subsidiary of S.F. Holding Co., Ltd.)

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(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability) website: www.kln.com

Stock Code: 636

JOINT ANNOUNCEMENT

(1) PRE-CONDITIONAL VOLUNTARY PARTIAL CASH OFFER AND PARTIAL OPTION OFFER BY J.P. MORGAN ON BEHALF OF THE OFFEROR TO ACQUIRE 931,209,117 SHARES IN THE SHARE CAPITAL OF THE COMPANY AND TO CANCEL 51.8% OUTSTANDING SHARE OPTIONS

(2) SHAREHOLDERS’ AGREEMENT, BRAND LICENCE AGREEMENTS, WAREHOUSES SALE AGREEMENT, WAREHOUSES MANAGEMENT AGREEMENTS, FRAMEWORK SERVICES AGREEMENT AND TAIWAN BUSINESS SALE AGREEMENT AND

(3) POSSIBLE SPECIAL DIVIDEND BY THE COMPANY

DESPATCH OF THE COMPOSITE DOCUMENT

Reference is made to (i) the announcement jointly published by the Offeror, the Company and Kerry Properties on 10 February 2021; (ii) the monthly update announcement jointly published by the Company and the Offeror on 8 March 2021, the announcement published by the Company on 25 March 2021, the announcements jointly published by the Company and the Offeror on 30 March 2021 and 9 April 2021, the monthly update announcement jointly published by the Company and the Offeror on 9 May 2021, the announcement published by the Company on 26 May 2021, the announcements jointly published by the Company and the Offeror on 27 May 2021, 7 June 2021, 15 June 2021, 29 June 2021, 20 July 2021, 2 August 2021 and 9 August 2021; and (iii) the composite offer document dated 12 August 2021 and jointly issued by the Offeror and the Company and uploaded on the Stock Exchange’s website and the Company’s website on 11 August 2021 (the “ Composite Document ”). Unless otherwise defined,

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capitalised terms used in this joint announcement have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the full terms and details of the Partial Offer and the Option Offer; (ii) the recommendation from the Code Independent Board Committee to the Shareholders and Optionholders in respect of, amongst other things, the Partial Offer and the Option Offer; (iii) the letter of advice from the Independent Financial Adviser in respect of, amongst other things, the Partial Offer and the Option Offer; and (iv) the Form of Approval and Acceptance and the Form of Option Offer Acceptance, will be jointly despatched by the Offeror and the Company to the Shareholders on Thursday, 12 August 2021, in accordance with the Takeovers Code. Shareholders are advised to read the Composite Document carefully when considering the approval and acceptance of the Partial Offer.

EXPECTED TIMETABLE

The timetable set out below is indicative only and may be subject to change. Further announcement(s) will be jointly made by the Offeror and the Company as and when appropriate. All references to time and dates contained in this joint announcement are to Hong Kong time and dates.

Despatch Date and the Offers open for acceptance ...................

Thursday, 12 August 2021

Acceptance of the Partial Offer by the Relevant Controlling Shareholders under the Controlling Shareholders Irrevocable Undertakings (Note 1) and by the Executive Directors under the Executive Directors Irrevocable Undertakings (Note 2) ........

Expected declaration of the Special Dividend .............................

not later than Monday, 16 August 2021 Tuesday, 17 August 2021

Record Date of the Special Dividend (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) ............................................................................................

Wednesday, 1 September 2021

Announcement of the level of acceptances of the Offers as at 4:00 p.m. on the trading day immediately prior to the Final Closing Date (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) to be posted on the website of the Stock Exchange ....................................................

no later than 7:00 p.m. on Wednesday, 1 September 2021

First Closing Date (Note 3) ...........................................................

Thursday, 2 September 2021

Latest time and date for approval and acceptance of the Partial Offer by Shareholders and acceptance of the Option Offer by Optionholders on the First Closing Date (Note 4) .......................

4:00 p.m. on Thursday, 2 September 2021

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Latest time and date for the acceptance of the Offers (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) (i.e. the Final Closing Date) (Note 4) ........................................................................................

4:00 p.m. on Thursday, 2 September 2021

Announcement of the results of the Offers as at the First Closing Date to be posted on the website of the Stock Exchange (Note 3) ........................................................................

no later than 7:00 p.m. on Thursday, 2 September 2021

Announcement of the results of the Offers as at the Final Closing Date to be posted on the website of the Stock Exchange (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) (Note 5) ..................

no later than 7:00 p.m. on Thursday, 2 September 2021

Designated agent commences providing matching services for sale and purchase of odd lot holdings of Shares (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) ............................................................................ 9:00 a.m. on Friday, 3 September 2021

Latest date for posting of remittances for amounts due in respect of valid acceptances received under the Offers at or before 4:00 p.m. on the Final Closing Date (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) (Note 6) ..............................................................

Monday, 13 September 2021

Designated agent ceases providing matching services for sale and purchase of odd lot holdings of Shares (assuming that the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date) ............................................................................

4:00 p.m. on Friday, 8 October 2021

Latest time and date by which the Partial Offer can become or be declared unconditional as to acceptances (Note 4) ...............

7:00 p.m. on Monday, 11 October 2021

Notes:

1. The Relevant Controlling Shareholders have (subject to the terms of the Controlling Shareholders Irrevocable Undertakings) irrevocably and unconditionally undertaken to duly accept or procure acceptance of the Partial Offer in accordance with its terms in respect of an aggregate of 575,545,164 Shares (representing (i) approximately 31.9% of the Shares in issue as at the Latest Practicable Date, (ii) approximately 31.8% of the Shares in issue as at the Latest Practicable Date on a Fully-Diluted Basis, and (iii) approximately 50.7% of the Shares held by the Controlling Shareholders as at the Latest Practicable Date on a FullyDiluted Basis), as soon as possible after the commencement of the Acceptance Period and in any event no later than the third Business Day of the Acceptance Period. For the avoidance of doubt, the Relevant Controlling Shareholders may tender more Shares for acceptance than are required under the Controlling Shareholders Irrevocable Undertakings depending on the level

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of acceptances under the Partial Offer (as may be publicly announced by the Offeror from time to time, such as (i) after trading hours on the trading day immediately prior to the Final Closing Date and (ii) at such other times during the Acceptance Period as the Offeror may decide, after consultation with the Executive) and/or may be required to sell Shares pursuant to the Placing Agreements.

1. The Executive Directors have each (subject to the terms of the Executive Directors Irrevocable Undertakings) irrevocably and unconditionally undertaken to duly accept or procure acceptance of the Partial Offer in accordance with its terms in respect of an aggregate of 18,957,330 Shares (representing (i) approximately 1.0% of the Shares in issue as at the Latest Practicable Date, (ii) approximately 1.0% of the Shares in issue as at the Latest Practicable Date on a Fully-Diluted Basis, and (iii) approximately 50.1% of the Shares held by the Executive Directors as at the Latest Practicable Date on a Fully-Diluted Basis (excluding any unvested Share awards for the Relevant Directors)), as soon as possible after the commencement of the Acceptance Period and in any event no later than the third Business Day of the Acceptance Period. For the avoidance of doubt, the Executive Directors may tender more Shares for acceptance than as required under the Executive Directors Irrevocable Undertakings depending on the level of acceptances under the Partial Offer as may be publicly announced by the Offeror from time to time, such as (i) after trading hours on the trading day immediately prior to the Final Closing Date and (ii) at such other times during the Acceptance Period as the Offeror may decide, after consultation with the Executive.

2. Where the Offers have not become or been declared unconditional as to acceptances by no later than the date falling 21 days following the Despatch Date, the Offeror may extend the closing date of the Offers in accordance with the Takeovers Code. The latest time for receipt of approvals of the Partial Offer and acceptances under the Offers will be 4:00 p.m. on the First Closing Date unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The Offeror and the Company will issue a joint announcement on the Stock Exchange’s website by 7:00 p.m. on the First Closing Date, stating the results of the Offers and whether the Offers have been revised or extended, have expired or have become or been declared unconditional. Where the Offers have become or been declared unconditional in all respects, the Offers will remain open for acceptance for not less than 14 days thereafter in accordance with the Takeovers Code.

3. If the Partial Offer becomes or is declared unconditional in all respects by no later than the date falling 7 days following the Despatch Date, the Offeror shall be entitled to make an announcement to the effect that the Offers will close for acceptance on the date falling 21 days following the Despatch Date. Where the Offers have become or been declared unconditional in all respects, the Offers will remain open for acceptance for not less than 14 days thereafter in accordance with the Takeovers Code, but cannot be further extended. In accordance with the Takeovers Code, except with the consent of the Executive, the Partial Offer may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the day this Composite Document was posted. Accordingly, unless the Partial Offer has previously become unconditional as to acceptances, the Offers will lapse after 7:00 p.m. on Monday, 11 October 2021, unless extended with the consent of the Executive.

Beneficial owners of Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I) for causing instructions to be given to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

1. The announcement will be jointly issued by the Offeror and the Company, and will comply with the disclosure requirements under Rule 19.1 and Note 7 to Rule 19 of the Takeovers Code and will include, among other things, the results of the Offers and details of the way in which the pro rata entitlement for each Accepting Shareholder was determined.

2. Remittances in respect of the Offer Shares accepted and taken up by the Offeror under the Partial Offer (after deducting seller’s ad valorem stamp duty) will be posted to the relevant Accepting Shareholders by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the Final Closing Date. Remittances in respect of the Share Options tendered for acceptance and taken up by the Offeror under the Option Offer will be posted to the relevant Optionholders by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the Final Closing Date.

WARNING: Completion of the Partial Offer and the Option Offer will be subject to the Conditions being fulfilled. Accordingly, the issue of this joint announcement does not in any way imply that the Partial Offer and the Option Offer will be completed. The transactions contemplated by the Special Deal Agreements may or may not proceed. Shareholders and prospective investors are advised to exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their professional advisers.

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By Order of the Sole Director of Flourish Harmony Holdings Company Limited NG Wai Ting Director

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

Hong Kong, 11 August 2021

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

Executive Directors:

Mr KUOK Khoon Hua, Mr MA Wing Kai William, Mr CHEUNG Ping Chuen Vicky and Mr NG Kin Hang

Non-executive Director:

Ms TONG Shao Ming

Independent Non-executive Directors:

Ms KHOO Shulamite N K, Ms WONG Yu Pok Marina, Mr YEO Philip Liat Kok and Mr ZHANG Yi Kevin

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than information relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the sole director of the Offeror is Ms Ng Wai Ting.

The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this joint announcement (other than the information relating to the Group) and confirms, having made all reasonable inquiries, that to the best of her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror Parent are as follows:

Chairman:

Mr Wang Wei

Vice Chairman:

Mr Lin Zheying

Directors:

Mr Zhang Yichen, Mr Liu Chengwei, Mr Deng Weidong, Mr Chen Fei, Mr Luo Shili, Ms Wu Weiting, Mr Jin Li, Mr Ye Diqi, Mr Zhou Yongjian and Mr Zhou Zhonghui

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The directors of the Offeror Parent jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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