Kerry Logistics Network : Discloseable and Connected Transaction in respect of the Proposed Acquisition of Remaining Shares in Target Group

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

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RESPECT OF

THE PROPOSED ACQUISITION OF REMAINING SHARES IN TARGET GROUP

THE PROPOSED ACQUISITION

Reference is made to the announcement of the Company dated 22 January 2020 (the "Announcement"). Unless the context otherwise stated, the capitalised terms used in this announcement have the same meanings as those defined in the Announcement.

The Board is pleased to announce that on 24 February 2020 (after trading hours), the Stock Sale and Purchase Agreement has been entered into, inter alia, among KLN Investment, the Sellers and the Target Group, in relation to the Proposed Acquisition of Remaining Shares in Target Group. Pursuant to the Stock Sale and Purchase Agreement, KLN Investment agreed to purchase the Remaining Shares from the Sellers at the Consideration in accordance with the terms and conditions therein. Upon completion of the Proposed Acquisition, each of the entities forming the Target Group will become an indirect wholly‐owned subsidiary of the Company.

30% of the Consideration will be paid by cash and 70% of the Consideration will be satisfied by way of the allotment and issue of Consideration Shares to the Sellers at the Issue Price pursuant to the Specific Mandate. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

LISTING RULES IMPLICATIONS

The Sellers are individual shareholders of the Target Group who hold the Remaining Shares. KLN Investment holds 51% of the equity interests of each of the entities forming the Target Group as at the date of this announcement. Two of the Sellers, Mr. Vicky Cheung and Ms. Lena Cheung, are the directors of each of the entities forming the Target Group and, thus, connected persons of the Company as defined under Chapter 14A of the

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Listing Rules. As more than one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Proposed Acquisition are more than 5% but all applicable percentage ratios are less than 25%, the Proposed Acquisition constitutes a discloseable and connected transaction of the Company. The Proposed Acquisition and issue of Consideration Shares, but for Rule 14A.37 of the Listing Rules, are subject to the reporting, announcement and the independent shareholders' approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

An application will be made by the Company 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 this announcement, had been obtained by the Company for implementing the Proposed Acquisition and issue of Consideration Shares in lieu of convening a general meeting.

If the abovementioned waiver under Rule 14A.37 of the Listing Rules is granted by the Stock Exchange, 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.

If the abovementioned waiver is not granted by the Stock Exchange, the Company will convene an extraordinary general meeting to obtain the requisite approval from the Shareholders.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee has been formed to advise the Shareholders in connection with the Proposed Acquisition and issue of Consideration Shares, and an Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Shareholders on the same.

CIRCULAR

The circular contains, amongst other things, further information on the terms of the Proposed Acquisition and issue of Consideration Shares, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, is expected to be issued to the Shareholders on or before 16 March 2020.

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INTRODUCTION

Reference is made to the announcement of the Company dated 22 January 2020 (the "Announcement"). Unless the context otherwise stated, capitalised terms used in this announcement have the same meanings as those defined in the Announcement.

The Board is pleased to announce that on 24 February 2020 (after trading hours), the Stock Sale and Purchase Agreement has been entered into, inter alia, among KLN Investment, the Sellers and the Target Group, in relation to the Proposed Acquisition of Remaining Shares in Target Group. Pursuant to the Stock Sale and Purchase Agreement, KLN Investment agreed to purchase the Remaining Shares from the Sellers at the Consideration in accordance with the terms and conditions therein. Upon completion of the Proposed Acquisition, each of the entities forming the Target Group will become an indirect wholly‐owned subsidiary of the Company.

30% of the Consideration will be paid by cash and 70% of the Consideration will be satisfied by way of the allotment and issue of Consideration Shares to the Sellers at the Issue Price pursuant to the Specific Mandate. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

PRINCIPAL TERMS OF THE STOCK SALE AND PURCHASE AGREEMENT

1. Date
   24 February 2020
2. Parties
3. 1. KLN Investment (the "Buyer");
   2. the Sellers; and
   3. the Target Group (together with KLN Investment and the Sellers, the "Parties").

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, save for Mr. Vicky Cheung and Ms. Lena Cheung, the remaining Sellers, who are individual shareholders of the Target Group, are third parties independent of the Company and connected persons of the Company.

1. Assets to be acquired
   Pursuant to the Stock Sale and Purchase Agreement, the Sellers have agreed to sell and KLN Investment has agreed to acquire the Remaining Shares.
   Upon Closing, the Option Agreements and certain other agreements related to or entered into in connection with the acquisition of the Membership Interests in KLN Investment (collectively, the "Relevant Existing Agreements") entered into in 2016 or parts thereof will be terminated.
2. Consideration
   The consideration under the Proposed Acquisition was determined after arm's length negotiations between the Parties and having made reference to the valuation formula as contained in the Option Agreements. The Consideration shall be 49% of the valuation of the entities forming the Target Group.

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The Consideration is the sum of the following, subject to the review and verification by the Company's independent auditor:

1. 11 times of the annual average of the combined EBITDA of entities forming the Target Group of the financial years ended 31 December 2018 and 2019; and
2. the net tangible asset value ("NTAV") of the entities forming the Target Group as at 31 December 2019, less US$30,000,000 representing the amount of final dividend that the Parties agreed to cause the entities forming the Target Group to declare and pay out for the financial year ended 31 December 2019 before the Closing.

The Consideration will be US$176,132,511.

The payment of the Consideration is intended to be satisfied in the following manners:

1. 30% of the Consideration shall be payable in cash by KLN Investment to the Sellers no later than five (5) Business Days prior to the Closing; and
2. 70% of the Consideration shall be satisfied by way of the allotment and issue of Consideration Shares to the Sellers at the Issue Price.

5. Condition Precedent

Closing is conditional upon certain conditions, including but not limited to: General conditions:

1. at the Closing, no law or order shall have been enacted or enforced by any governmental entity that prohibits the transactions contemplated by the Stock Sale and Purchase Agreement or the ancillary documents;
2. at the Closing, no action shall have been commenced or threatened by any governmental entity or claim or demand made against the Buyer, the Target Group or the Sellers that seeks to prohibit or enjoin the transactions contemplated by the Stock Sale and Purchase Agreement or the ancillary documents;
3. all approvals required by the applicable law to be obtained from any governmental entity to consummate the transactions contemplated by the Stock Sale and Purchase Agreement or the ancillary documents shall have been received or obtained on or prior to the Closing Date; and
4. the Stock Exchange has granted the listing of, and permission to deal in the Consideration Shares.

Conditions to obligation of the Buyer:

1. the representation and warranties of the Sellers under the Stock Sale and Purchase Agreement shall be true and correct as of the date of the Stock Sale and Purchase Agreement and the Closing as though made at and as of the Closing;

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1. the Sellers have performed the obligations and complied with the covenants set forth in the Stock Sale and Purchase Agreement that are required to be performed or complied with by them at or prior to the Closing;
2. Mr. Vicky Cheung, Mr. Sheung L. Chan and Ms. Lena Cheung, as the representatives of the Sellers, shall have delivered to the Buyer the documents set forth in the Stock Sale and Purchase Agreement, duly executed as applicable;
3. there shall be no material breach or default by any Sellers of any of the Relevant Existing Agreements which is continuing; and
4. from the date of the Stock Sale and Purchase Agreement, there has not been or arisen any event or condition that has had, or would reasonably be expected to have, individually or in the agreement, a material adverse effect.

Conditions to obligation of the Sellers:

1. 1. the representation and warranties of the Buyer under the Stock Sale and Purchase Agreement shall be true and correct as of the date of the Stock Sale and Purchase Agreement and the Closing as though made at and as of the Closing; and
   2. the Buyer has performed the obligations and complied with the covenants set forth in the Stock Sale and Purchase Agreement that are required to be performed or complied with by them at or prior to the Closing.
2. Representation and Warranties
   The Stock Sale and Purchase Agreement contains representations and warranties of the Buyer and Sellers which are usual and customary for a transaction of this nature and scale.
3. Covenants
   Pursuant to the Stock Sale and Purchase Agreement, the Parties are subject to certain covenants, including but not limited to the following:
4. 1. Lock‐up on Consideration Shares
      Mr. Vicky Cheung shall undertake, inter alia, not to dispose of the Consideration Shares that he receives from the Company within a period of 18 months after the Closing Date unless with a prior written consent of the Buyer.
      Each Seller, who after the Closing, will hold not less than 1,000,000 Consideration Shares shall undertake, inter alia, not to dispose of the Consideration Shares that they respectively receive from the Company pursuant to the Stock Sale and Purchase Agreement within a period of 6 months after the Closing unless with a prior written consent of the Buyer.

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1. Appointment of Mr. Vicky Cheung as a Director of the Company
   Upon Closing, and subject to approval by the Nomination Committee and the Board, the Buyer shall procure the appointment of Mr. Vicky Cheung as a Director of the Company.
   Subject to Mr. Vicky Cheung's continued employment with the Target Group, the Buyer or Kerry Logistics Holding (Europe) Limited (an indirect wholly‐owned subsidiary of the Company), he shall be appointed as a member of the Global Executive Committee of the Company (the "Global Excom") which is currently in place to implement and decide the business strategies and development direction of the Group. He shall also be appointed as a member of an IFF Global Executive Committee to be set up under the Global Excom to implement and decide the business strategies and development direction of international freight forwarding businesses and activities of the Group.

ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

Pursuant to the Stock Sale and Purchase Agreement, 70% of the Consideration will be satisfied by way of allotment and issue of Consideration Shares to the Sellers at the Issue Price of HK$12.58. The principal terms of the issue of Consideration Shares are set out below.

1. Number of Consideration Shares
   A total of 76,445,430 Consideration Shares, representing approximately 4.45% of the existing total issued share capital of the Company and approximately 4.26% of the total issued share capital of the Company as enlarged by the issue of Consideration Shares (assuming no change in the total issued share capital of the Company between the date of this announcement and the date of issue of Consideration Shares).
2. Value of Consideration Shares
   US$123,292,758 (equivalent to approximately HK$961,683,510) in aggregate based on the Issue Price of HK$12.58 being the volume weighted average of the prices of Shares traded on the Stock Exchange at the close of each of the 90 trading days immediately preceding the binding term sheet dated 22 January 2020 entered into between the Company and the Sellers in relation to the Proposed Acquisition. The aggregate nominal value of the Consideration Shares is HK$38,222,715.
3. Conditions of issue of Consideration Shares
   The issue of Consideration Shares is subject to the Shareholders' approval and the approval granted by the Stock Exchange for the listing of, and permission to deal in the Consideration Shares. As Mr. Vicky Cheung and Ms. Lena Cheung, being two of the Sellers and connected persons of the Company, the Consideration Shares will be issued and allotted pursuant to the Specific Mandate.
4. Status of Consideration Shares
   The Consideration Shares, when issued and fully paid, shall rank pari passu in all respects with the Shares in issue as the date of issue of Consideration Shares.

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INFORMATION RELATING TO THE GROUP AND THE TARGET GROUP

The Group's core business encompasses integrated logistics, international freight forwarding and supply chain solutions. With headquarters in Hong Kong, the Group has a far‐reaching global network that stretches across six continents, and includes one of the largest distribution network and hub operations in Greater China and the ASEAN region.

The Target Group is the second largest NVOCC in terms of volume from Asia to US in the first half of 2019. With over 20 years of experience in the industry, the Target Group provides ocean freight, air freight, trucking, customs broker, logistics and warehousing services, and specializes in transpacific trade lanes which handled over 400,000 twenty‐foot equivalent units in 2018.

The Target Group consists of 14 US subsidiaries. As at the date of this announcement, KLN Investment and the Sellers hold 51% and 49% of the equity interests of each of the entities in the Target Group, respectively. The Sellers are a group of 28 individuals who collectively hold 49% of the equity interests of each of the entities in the Target Group. Save for Mr. Vicky Cheung and Ms. Lena Cheung, the remaining Sellers are third parties independent to the Company and connected persons of the Company.

The net asset value of Target Group as of 31 December 2019 is approximately US$81,865,468.

The summary of the unaudited financial information of the Target Group for the two years ended

31 December 2018 and 2019 is as follows:

	For the year ended	For the year ended
	31 December 2018	31 December 2019
	(unaudited)	(unaudited)
	US$	US$
Net profits before taxation	27,046,717	26,171,263
Net profits after taxation	19,881,000	18,808,285

The original acquisition costs of the shares of the Target Group to Mr. Vicky Cheung and Ms. Lena Cheung were US$181,057 and US$57,310, respectively.

REASONS FOR AND BENEFITS OF THE PROPOSED ACQUISITION

The Proposed Acquisition represents a continuation of the Group's stated strategy to grow its business organically and will provide a very strong foothold for the Company to extend its international freight forwarding coverage in the US, which will help support the trade lane between Asia and America, and strengthen the global international freight forwarding network of the Company.

Further, the Board is of the view that Mr. Vicky Cheung would contribute his extensive knowledge in the international freight forwarding market and bring potential international freight forwarding business opportunities to the Company after his appointment as a Director of the Company.

The Stock Sale and Purchase Agreement was arrived at after arm's length negotiations between the Parties. The Board (including the independent non‐executive Directors) considers that the Proposed Acquisition contemplated by the Stock Sale and Purchase Agreement is on normal commercial terms and the terms of the Stock Sale and Purchase Agreement are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

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LISTING RULES IMPLICATIONS

The Sellers are individual shareholders of the Target Group who hold the Remaining Shares. KLN Investment holds 51% of the equity interests of each of the entities forming the Target Group as at the date of this announcement. Two of the Sellers, Mr. Vicky Cheung and Ms. Lena Cheung, are the directors of each of the entities in the Target Group and, thus, connected persons of the Company as defined under Chapter 14A of the Listing Rules. As more than one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Proposed Acquisition are more than 5% but all applicable percentage ratios are less than 25%, the Proposed Acquisition constitutes a discloseable and connected transaction of the Company. The Proposed Acquisition and issue of Consideration Shares, but for Rule 14A.37 of the Listing Rules, are subject to the reporting, announcement and the independent shareholders' approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

An application will be made by the Company 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 issued Shares of the Company as at the date of this announcement, had been obtained by the Company for implementing the Proposed Acquisition and issue of Consideration Shares in lieu of convening a general meeting.

If the abovementioned waiver under Rule 14A.37 of the Listing Rules is granted by the Stock Exchange, 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.

If the abovementioned waiver is not granted by the Stock Exchange, the Company will convene an extraordinary general meeting to obtain the requisite approval from the Shareholders.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee has been formed to advise the Shareholders in connection with the Proposed Acquisition and issue of Consideration Shares, and an Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Shareholders on the same.

CIRCULAR

The circular contains, amongst other things, further information on the terms of the Proposed Acquisition and issue of Consideration Shares, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, is expected to be issued to the Shareholders on or before 16 March 2020.

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DEFINITIONS

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

"ASEAN"	the Association of Southeast Asian Nations
"Board"	the board of Directors
"Closing"	the completion of the sale and purchase of Remaining Shares in
	accordance with the Stock Sale and Purchase Agreement
"Closing Date"	the date on which the Closing occurs
"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
"Consideration"	consideration amount provided under the Stock Sale and Purchase
	Agreement
"Consideration Shares"	new Shares of the Company to be allotted and issued by the Company
	at the Issue Price
"Director(s)"	director(s) of the Company
"EBITDA"	the combined earnings before interest, taxes, depreciation and
	amortization of the Target Group during a fiscal year, as determined by
	reference to the combined financial statements of the Target Group
	relating to such fiscal year and applying IFRS, and excluding, amongst
	other things, all one‐off and/or non‐recurrent items and extraordinary
	items which do not arise out of the ordinary course of business of the
	Target Group from the EBITDA calculation
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's Republic of
	China
"IFRS"	the accounting and financial reporting standards issued by the
	International Accounting Standards Board (IASB) for the preparation of
	general purpose financial statements
"Independent Board	an independent committee of the Board comprising independent non‐
Committee"	executive Directors being formed for the purpose of advising the
	Shareholders in relation to the Proposed Acquisition and issue of
	Consideration Shares
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"Independent Financial	Platinum Securities Company Limited, an independent financial adviser
Adviser"	being appointed for the purpose of advising the Independent Board
	Committee and Shareholders in relation to the Proposed Acquisition
	and issue of Consideration Shares
"Issue Price"	HK$12.58 per Share (or its equivalent in US$, being approximately
	US$1.61)
"KLN Investment"	KLN Investment (US) LLC, a limited liability company incorporated in
	Delaware 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. Sheung L. Chan"	Chan Sheung Lai, one of the Sellers and one of the representatives of
	the Sellers
"Mr. Vicky Cheung"	Cheung Ping Chuen Vicky, one of the Sellers, one of the
	representatives of the Sellers and a director of each of the entities in
	the Target Group
"Ms. Lena Cheung"	Cheung Lai Lena, one of the Sellers, one of the representatives of the
	Sellers and a director of each of the entities in the Target Group
"Nomination Committee"	the nomination committee of the Board of the Company
"NVOCC"	Non Vessel Operating Common Carrier
"Proposed Acquisition"	the proposed acquisition by KLN Investment of the Remaining Shares
	from the Sellers
"Remaining Shares"	such number of shares of the Target Group representing 49% equity
	interests of each of the entities forming the Target Group
"Sellers"	28 individuals who collectively own the Remaining Shares, including
	Mr. Vicky Cheung, Ms. Lena Cheung, Ms. Therese Anne Rose Lim, Mr.
	Sheung L. Chan, Mr. James Hung‐Chieh Chu, Mr. Kevin Gerard Bulger,
	Mr. Timothy Gerard Saling, Mr. Chente Lin, Mr. Hsin Li, Mr. Michael
	Charles Owens, Mr. Michael Phillip Langley, Mr. Tzu I Yeh, Ms. Aileen
	Cheng, Ms. Xiang Li, Mr. Vincent Luo, Ms. Debby Yeoumei Ho, Mr. Wei
	Sun, Ms. Yuling Tseng, Mr. Hang Chen, Mr. Hadden Haitao Ou, Mr.
	Larry Ngai Kit Lai, Ms. Mei Ling Chan, Ms. Ellica Wing‐Yin Chu, Mr. Hieu
	Nhu Trieu, Mr. Tuong Dinh Phan, Ms. Phyllis Man Yee Cheng, Ms.
	Cynthia Yu‐Feng Huang and Ms. Amy Yip. Save for Mr. Vicky Cheung
	and Ms. Lena Cheung, the remaining Sellers are third parties
	independent to the Company and connected persons of the Company
"Shares"	shares of the Company
"Shareholders"	shareholders of the Company

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"Specific Mandate"	a specific mandate to allot and issue the Consideration Shares which is
	subject to the approval by the Shareholders
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Stock Sale and Purchase	a stock sale and purchase agreement dated 24 February 2020 entered
Agreement"	into, inter alia, among KLN Investment, the Sellers and the Target
	Group in respect of the Proposed Acquisition
"Target Group"	Apex Group, which consists of 14 US subsidiaries of KLN Investment as
	set out in Appendix 1 of this announcement. As at the date of this
	announcement, KLN Investment and the Sellers hold 51% and 49% of
	the equity interests of each of the entities in the Target Group,
	respectively
"US"	the United States of America
"US$"	US Dollar, the lawful currency of the US
"%"	per cent

By Order of the Board

Kerry Logistics Network Limited

LEE Pui Nee

Company Secretary

Hong Kong, 24 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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APPENDIX 1 - ENTITIES IN THE TARGET GROUP IN THE PROPOSED ACQUISITION

1. AFS CARGO EXPRESS, INC.
2. AMC CARGO, INC.
3. APEX FREIGHT SYSTEM, INC.
4. APEX HOLDING GROUP, INC.
5. APEX MARITIME CO. (LAX), INC.
6. APEX MARITIME CO. (ORD) INC.
7. APEX MARITIME CO. (PNW) INC.
8. APEX MARITIME CO., INC.
9. APEX SHIPPING CO. (NYC), INC.
10. EWI, INC.
11. STARLINK CONSOLIDATION SERVICE (NEW YORK), INC.
12. STARLINK FREIGHT SYSTEM (ORD) INC.
13. STARLINK FREIGHT SYSTEM (SFO) INC.
14. UNITED LOGISTIC SOLUTIONS INC.

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