Kerry Logistics Network : Joint Announcement

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.

(Incorporated in the British Virgin Islands and continued into

Flourish Harmony Holdings Company

Bermuda as an exempted company with limited liability)

website:www.kln.com

Limited

(Stock Code: 636)

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

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, PROPOSED BRAND LICENCE

AGREEMENTS, PROPOSED WAREHOUSES SALE AGREEMENT,

PROPOSED WAREHOUSES MANAGEMENT AGREEMENTS AND

PROPOSED TAIWAN BUSINESS SALE AGREEMENT

AND

(3) POSSIBLE SPECIAL DIVIDEND BY THE COMPANY

EXTENSION OF TIME FOR DESPATCH OF THE COMPOSITE DOCUMENT

AND

MONTHLY UPDATE

Reference is made to the announcement jointly published by the Offeror, the Company and Kerry Properties on 10 February 2021 (the "Joint Announcement"). Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

As stated in the Joint Announcement, the making of the Partial Offer and the Option Offer is subject to the satisfaction or waiver (where applicable) of the Pre-Conditions by the Long Stop Date. Since the Joint Announcement, steps have been taken in relation to the fulfilment of the Pre-Conditions.

As at the date of this announcement, none of the Pre-Conditions has been fulfilled. The Offeror and the Controlling Shareholders will continue to work towards satisfaction of the Pre-Conditions.

As more time is required for the satisfaction of the Pre-Conditions, an application was made to the Executive pursuant to Note 2 to Rule 8.2 of the Takeovers Code for, and the Executive has indicated that it is minded to grant, the extension of the latest date for despatching the Composite Document to not later than (i) the date which is 7 days following the satisfaction or (where applicable) waiver of the Pre-Conditions and (ii) 16 August 2021 (being 7 days following the Long Stop Date), whichever is earlier.

Further announcement(s) will be made as and when appropriate in compliance with the Takeovers Code upon the satisfaction of the Pre-Conditions and the despatch of the Composite Document.

WARNING: As the making of the Partial Offer and the Option Offer is subject to the satisfaction or waiver (where applicable) of the Pre-Conditions, the Partial Offer and the Option Offer are a possibility only and may or may not be made. Accordingly, 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.

Completion of the Partial Offer and the Option Offer is 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.

By Order of the Sole Director of	By Order of the Board of
Flourish Harmony Holdings Company Limited	Kerry Logistics Network Limited
LEE Pui Nee
Director	Company Secretary
Hong Kong, 8 March 2021

NG Wai Ting

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

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.