Kerry Logistics Network : Waiver under Rule 14A.37 of the Listing Rules and Issue of Consideration Shares under General Mandate

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.

(Incorporated in the British Virgin Islands and continued into Bermuda

as an exempted company with limited liability)

Stock Code 636

WAIVER UNDER RULE 14A.37 OF THE LISTING RULES

AND

ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of the Company dated 24 February 2020 (the "Announcement"). Unless the context otherwise stated, capitalised terms used in this announcement have the same meanings as those defined in the Announcement.

WAIVER UNDER RULE 14A.37 OF THE LISTING RULES

As disclosed in the Announcement, the Company has made an application to the Stock Exchange for a waiver from the requirement of the Company to convene a general meeting under Rule 14A.37 of the Listing Rules on the basis that: (i) to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder had a material interest in the Proposed Acquisition and issue of Consideration Shares, and no Shareholder would be required to abstain from voting if the general meeting of the Company was convened to approve the Proposed Acquisition and issue of Consideration Shares; and (ii) a written approval by Kerry Group Limited, which was directly or indirectly interested in 1,121,178,932 Shares of the Company as disclosed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and such Shares constituted approximately 65.28% of the total number of Shares of the Company as at the date of the Announcement, had been obtained by the Company for implementing the Proposed Acquisition and issue of Consideration Shares in lieu of convening a general meeting.

On 28 February 2020, the Stock Exchange has granted a waiver from the requirement for the Company to convene a general meeting under Rule 14A.37 of the Listing Rules. Therefore, no extraordinary general meeting of the Company will be convened for the purpose of considering and approving the Proposed Acquisition and issue of Consideration Shares.

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ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

The Consideration Shares will be issued and allotted under the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 31 May 2019 (the "General Mandate"). Pursuant to the General Mandate, the Company could issue up to 342,442,222 Shares. As at the date of this announcement, 5,331,000 Shares have been allotted and issued by the Company pursuant to the General Mandate.

By Order of the Board

Kerry Logistics Network Limited

LEE Pui Nee

Company Secretary

Hong Kong, 28 February 2020

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

Executive Directors:

Mr KUOK Khoon Hua, Mr MA Wing Kai William 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

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

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