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.

Flourish Harmony Holdings Company

Limited

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

(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-CONDITIONALVOLUNTARY 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. 1. SHAREHOLDERS' AGREEMENT, PROPOSED BRAND LICENCE AGREEMENTS, PROPOSED WAREHOUSES SALE AGREEMENT, PROPOSED WAREHOUSES MANAGEMENT AGREEMENTS AND PROPOSED TAIWAN BUSINESS SALE AGREEMENT

AND

1. POSSIBLE SPECIAL DIVIDEND BY THE COMPANY
   FULFILMENT OF PRE-CONDITION - IRREVOCABLE UNDERTAKINGS

- 1 -

Reference is made to the announcement jointly published by the Offeror, the Company and Kerry Properties on 10 February 2021 (the "Joint Announcement") and the monthly update announcement jointly published by the Offeror and the Company on 8 March 2021. 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.

THE IRREVOCABLE UNDERTAKINGS

The Offeror is pleased to announce that all the Controlling Shareholders which directly hold Shares (being, all the Controlling Shareholders other than Kerry Holdings Limited and Kerry Group Limited) (the "Relevant Controlling Shareholders") have duly executed and delivered to the Offeror the Controlling Shareholders Irrevocable Undertakings and the Executive Directors have duly executed and delivered to the Offeror the Executive Directors Irrevocable Undertakings, in each case in substantially the same terms as disclosed in the Joint Announcement and in favour of the Offeror on 30 March 2021. Accordingly, Pre-Condition (vii) has been fulfilled.

The principal terms of the Controlling Shareholders Irrevocable Undertakings and the Executive Directors Irrevocable Undertakings are set out below:

Controlling Shareholders Irrevocable Undertakings

Date:

30 March 2021

Parties:

1. the Offeror; and
2. each of the Relevant Controlling Shareholders

Irrevocable undertaking to accept the Partial Offer:

Each of the Relevant Controlling Shareholders has 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 32.0% of the Shares in issue as at the date of the Joint Announcement, (ii) approximately 31.8% of the Shares in issue as at the date of the Joint Announcement on a Fully-DilutedBasis, and (iii) approximately 50.7% of the Shares held by the Controlling Shareholders as at the date of the Joint Announcement on a Fully-DilutedBasis) (the "Controlling Shareholders Undertaking Shares") on the basis as set out in the tables in the section headed "Shareholding structure of the Company and effect of the Partial Offer and the Option Offer" below, 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 as required under the Controlling Shareholders Irrevocable Undertakings depending on

- 2 -

the overall level of acceptances under the Partial Offer (as may be announced by the Offeror (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.

No withdrawal:

Notwithstanding that the terms of the Composite Document will confer rights of withdrawal on accepting Shareholders, the Relevant Controlling Shareholders shall not withdraw any acceptance of the Partial Offer in respect of any of the Controlling Shareholders Undertaking Shares and shall procure that no rights to withdraw any acceptance in respect of any of the Controlling Shareholders Undertaking Shares are exercised.

Termination:

The Relevant Controlling Shareholders' obligation to tender acceptances terminates automatically if, without the prior written consent of the Controlling Shareholders:

1. any of the Pre-Conditions (iv), (viii), (ix), (xiv), (xv) and (xvi) set out in the Joint Announcement headed "The Partial Offer and the Option Offer - Pre-Conditionsto the Partial Offer and the Option Offer" are waived; or
2. save for the Taiwan Business Sale, the Group makes any disposal of assets that may be required in order to implement the Partial Offer under, and in compliance with, all applicable law in the relevant jurisdictions (for example, to comply with any applicable merger control or foreign investment restrictions),

or if any of the Pre-Conditions have not been satisfied or (without prejudice to paragraph (a) above) waived by the Long Stop Date or the Partial Offer does not otherwise become unconditional in all respects, is withdrawn or lapses.

Save as set out above, the undertakings given in the Controlling Shareholders Irrevocable Undertakings are irrevocable and unconditional and shall not cease to be binding in any circumstances.

In respect of the Controlling Shareholders Irrevocable Undertakings executed by Kerry Properties, such undertakings shall be conditional upon the requisite approval having been obtained from the independent shareholders of Kerry Properties pursuant to Chapters 14 and 14A of the Listing Rules. For details, please refer to the announcement published by Kerry Properties on 30 March 2021.

Executive Directors Irrevocable Undertakings

Date:

30 March 2021

Parties:

1. the Offeror; and
2. each of the Executive Directors (see details below)

- 3 -

As at the date of this joint announcement, the identity and shareholdings of the Executive Directors and their close associates are set out as follows:

		Interests directly	ESOP	Interests of his	Total interests
		held		close associates
KUOK Khoon Hua	301,000	800,000	3,018,492	4,119,492
MA Wing	Kai	1,588,761	3,000,000	1,300,000	5,888,761
William
CHEUNG	Ping	31,514,956	0	0	31,514,956
Chuen Vicky
NG Kin Hang		35,936	120,000	0	155,936

Irrevocable undertaking to accept the Partial Offer:

Each Executive Director has irrevocably and unconditionally undertaken to duly accept or procure acceptance of the Partial Offer in accordance with its terms in respect of his pro rata share (on a Fully- Diluted Basis), totalling 18,957,330 Shares (representing (i) approximately 1.1% of the Shares in issue as at the date of the Joint Announcement, (ii) approximately 1.0% of the Shares in issue as at the date of the Joint Announcement on a Fully-Diluted Basis, and (iii) approximately 50.7% of the Shares held by the Executive Directors as at the date of the Joint Announcement on a Fully-Diluted Basis) (the "Executive Directors Undertaking Shares"), as soon as possible after the commencement of the Acceptance Period and in any event no later than the third business day after the commencement of the Acceptance Period.

Each Executive Director also undertakes to exercise such number of Share Options granted to the relevant Executive Director (if applicable) as soon as practicable such that from the commencement of the Acceptance Period until such time as the obligations to accept the Partial Offer are fulfilled, the relevant Executive Director will be able to comply with obligations to accept the Partial Offer under the Executive Directors Irrevocable Undertakings.

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 overall level of acceptances under the Partial Offer as may be announced by the Offeror (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.

No withdrawal:

Notwithstanding that the terms of the Composite Document will confer rights of withdrawal on accepting Shareholders, the Executive Directors shall not withdraw any acceptance of the Partial Offer in respect of any of the Executive Directors Undertaking Shares and shall procure that no rights to withdraw any acceptance in respect of any of the Executive Directors Undertaking Shares are exercised.

Termination:

The Executive Directors' obligation to tender acceptances terminates automatically if, without the prior written consent of the Controlling Shareholders:

- 4 -

1. any of the Pre-Conditions (iv), (viii), (ix), (xiv), (xv) and (xvi) set out in the Joint Announcement headed "The Partial Offer and the Option Offer - Pre-Conditionsto the Partial Offer and the Option Offer" are waived; or
2. save for the Taiwan Business Sale, the Group makes any disposal of assets that may be required in order to implement the Partial Offer under, and in compliance with, all applicable law in the relevant jurisdictions (for example, to comply with any applicable merger control or foreign investment restrictions),

or if any of the Pre-Conditions have not been satisfied or (without prejudice to paragraph (a) above) waived by the Long Stop Date or the Partial Offer does not otherwise become unconditional in all respects, is withdrawn or lapses.

Save as set out above, the undertakings given in the Executive Directors Irrevocable Undertakings are irrevocable and unconditional and shall not cease to be binding in any circumstances.

Shareholding structure of the Company and effect of the Partial Offer and the Option Offer

Assuming that no Share Options are exercised except for such options undertaken to be exercised by the Executive Directors (if applicable) for the purpose of their Executive Directors Irrevocable Undertakings

The shareholding structure of the Company (a) as at 29 March 2021 and (b) immediately after the closing of the Partial Offer and the Option Offer and (c) immediately after the closing of the Partial Offer and the Option Offer and immediately upon completion of the Placing Agreements, assuming that (i) there will be no change to the issued share capital of the Company between 29 March 2021 and up to the Final Closing Date; and (ii) all Shareholders validly elect to accept the Partial Offer in respect of all of their Shares (except for (1) the Controlling Shareholders who will tender 575,545,164 Shares pursuant to the Controlling Shareholders Irrevocable Undertakings, and who may or may not tender more Shares for acceptances than as required under the Controlling Shareholders Irrevocable Undertakings; (2) the Executive Directors who will tender 18,957,330 Shares pursuant to the Executive Directors Irrevocable Undertakings and who may or may not tender more Shares for acceptances than as required under the Executive Directors Irrevocable Undertakings; (3) the Controlling Shareholders Close Associates, the Relevant Directors (other than the Executive Directors) and close associates of the Relevant Directors who will tender their Shares in the same proportion as regards their respective own shareholdings as the Controlling Shareholders; and (4) all unvested Share awards for the Relevant Directors are vested and tendered in the same proportion as regards their respective own shareholdings as the Controlling Shareholders) and no Share Options are exercised except for such options undertaken to be exercised by the Executive Directors (if applicable) for the purpose of their Executive Directors Irrevocable Undertakings, is set out below:

As at 29 March 2021	Shares to be tendered for	Immediately after	Immediately after
	acceptance in respect of	completion of the Partial	completion of the Partial
	the Partial Offer	Offer and the Option Offer	Offer and the Option Offer
			and immediately upon
			completion of the Placing
			Agreements

- 5 -

No. of Shares Approx.% No. of Shares Approx.% No. of Shares	Approx.%	No. of Shares Approx.%

The Offeror

-

-

-

The Offeror and parties acting in concert with it

Controlling Shareholders

-

931,209,117

51.7

931,209,117

51.7

Kerry Properties

Caninco

Investments

Limited

Darmex

Holdings

Limited

Desert Grove

Limited

Glory Voice

International

Limited

Kerry Asset

Management

Limited

Star Medal

Limited

Total Way

Investments

Limited

Moslane

Limited

Paruni Limited

Ban Thong

Company

Limited

Alpha Model

Limited

Bright Magic

Investments

Limited

Ace Time

Holdings

Limited

Macromind

Investments

Limited

Marsser Limited

Noblespirit

Corporation

Summer Fort

Limited

Sub-total of the Controlling Shareholders (Note 1)

718,340,998

156,124,097

128,449,630

18,502,856

7,842,163

67,971

28,851

201,273

36,910,748

12,844,175

9,189,586

4,448,313

5,182,183

701,118

5,290,234

1,586,871

12,095,067

16,464,500

1,134,270,634

39.9 364,496,510

8.7 79,219,603

7.1 65,030,344

1.0 9,388,614

0.4 3,979,226

0.0 67,971

0.0 28,851

0.0 201,273

1. 18,729,042

1. 6,517,318

0.5 4,662,928

1. 2,257,138
2. 2,629,514

0.0 701,118

1. 2,684,340

1. 805,201

0.7 6,137,210

0.9 8,008,963

63.0 575,545,164

20.3	440,406,778	24.5	363,061,185	20.2
4.4	95,717,926	5.3	78,907,649	4.4
3.6	78,862,988	4.4	65,012,827	3.6
0.5	11,343,893	0.6	9,351,644	0.5
0.2	4,807,942	0.3	3,963,556	0.2
0.0	16,142	0.0	13,307	0.0
0.0	6,852	0.0	5,649	0.0
0.0	47,799	0.0	39,404	0.0
1.0	22,629,564	1.3	18,655,290	1.0
0.4	7,874,619	0.4	6,491,654	0.4
0.3	5,634,031	0.3	4,644,565	0.3
0.1	2,727,210	0.2	2,248,249	0.1
0.1	3,177,138	0.2	2,619,159	0.1
0.0	166,505	0.0	137,263	0.0
0.1	3,243,383	0.2	2,673,770	0.1
0.0	972,893	0.1	802,031	0.0
0.3	7,415,349	0.4	6,113,043	0.3
0.4	10,357,541	0.6	8,538,519	0.5
32.0	695,408,553	38.6	573,278,764	31.9

Executive Directors
KUOK Khoon	558,663
Hua

0.0 558,663

0.0

132,674

0.0

132,674

0.0

- 6 -

MA Wing Kai	2,328,403	0.1	2,328,403	0.1	552,960	0.0	552,960	0.0
William
CHEUNG Ping	31,514,956	1.8	15,991,140	0.9	19,321,465	1.1	19,321,465	1.1
Chuen Vicky
NG Kin Hang	79,124	0.0	79,124	0.0	18,791	0.0	18,791	0.0
Sub-total of
Executive	34,481,146	1.9	18,957,330	1.1	20,025,890	1.1	20,025,890	1.1
Directors (Note
2)

Controlling Shareholders Close Associates

Shang
Holdings	2,241,725	0.1	1,137,483	0.1	1,374,377	0.1	1,374,377	0.1
Limited
Pristine
Holdings	981,835	0.1	498,197	0.0	601,952	0.0	601,952	0.0
Limited
Rosy Frontier	473,047	0.0	240,031	0.0	290,020	0.0	290,020	0.0
Limited
Sub-total of
Controlling
Shareholders	3,696,607	0.2	1,875,711	0.1	2,266,349	0.1	2,266,349	0.1
Close
Associates
(Note 3)
Executive Directors' close associates
Peacebright	263,610	0.0	133,759	0.0	161,617	0.0	161,617	0.0
Assets Limited
Lochtenny	1,300,000
Investments	0.1	659,639	0.0	797,015	0.0	797,015	0.0
Limited
Sub-total of
Executive
Directors'	1,563,610	0.1	793,398	0.0	958,632	0.1	958,632	0.1
close
associates
(Note 4)
Sub-total of
the Offeror
and parties	1,174,011,997	65.2	597,171,603	33.2	1,649,868,541	91.7	1,527,738,752	84.9
acting in

concert with it

Relevant Directors (excluding Executive Directors) and close associates of the Relevant Directors (excluding Executive Directors)

Wong Yu Pok	-	-	-	-	-	-	-
Marina
Yeo Philip Liat	-	-	-	-	-	-	-
Kok
Directors of	1,248,304	0.1	633,407	0.0	765,321	0.0	765,321
subsidiaries
Sub-total of
Relevant
Directors
(excluding
Executive	1,248,304	0.1	633,407	0.0	765,321	0.0	765,321
Directors)
and close
associates of
the Relevant
Directors

-

-

0.0

0.0

- 7 -

(excluding Executive Directors)

Unvested Share
awards for
Relevant	1,960,329	0.1	994,699	0.1	1,201,856	0.1	1,201,856	0.1
Directors (other
than INEDs)
Public	622,433,405	34.6	622,433,405	34.6	147,818,317	8.2	269,948,106	15.0
Shareholders
Total	1,799,654,035	100.0	1,221,233,114	67.9	1,799,654,035	100.0	1,799,654,035	100.0

1. The Relevant Controlling Shareholders will tender 575,545,164 Shares pursuant to the Controlling Shareholders Irrevocable Undertakings, and may or may not tender more Shares for acceptances than as required under the Controlling Shareholders Irrevocable Undertakings.
2. The Executive Directors will tender 18,957,330 Shares pursuant to the Executive Directors Irrevocable Undertakings, and may or may not tender more Shares for acceptances than as required under the Executive Directors Irrevocable Undertakings.
3. Controlling Shareholders Close Associates comprise (i) Shang Holdings Limited, a company which is indirectly owned as to more than 30% by Kerry Holdings; and (ii) Pristine Holdings Limited and Rosy Frontier Limited, each of which is a discretionary trust of which Kerry Group Limited and Mr. Kuok Khoon Hua are discretionary beneficiaries.
4. Close associates of the Executive Directors comprise (i) Peacebright Assets Limited, a discretionary trust of which Mr. Kuok Khoon Hua is a discretionary beneficiary; and (ii) Lochtenny Investments Limited, a discretionary trust of which Mr. Kuok Khoon Hua and Mr. Ma Wing Kai William are discretionary beneficiaries. Each of Mr. Kuok Khoon Hua and Mr. Ma Wing Kai William are Executive Directors.
5. J.P. Morgan is the financial adviser to the Offeror in respect of the Partial Offer. Accordingly, J.P. Morgan and persons controlling, controlled by or under the same control as J.P. Morgan (except exempt principal traders and exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code) are presumed to be acting in concert with the Offeror in relation to the Company in accordance with class 5 of the definition of ''acting in concert'' under the Takeovers Code. As confirmed by J.P. Morgan, as at 29 March 2021, members of J.P. Morgan group do not legally or beneficially own, control or have direction over any Shares (except in respect of Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purposes of the Takeovers Code). Notwithstanding that connected exempt principal traders within the J.P. Morgan group are not acting in concert with the Offeror, Shares held by any such connected exempt principal traders must not be assented to the Partial Offer until the Partial Offer becomes or is declared unconditional as to acceptances in accordance with the requirements of Rule 35.3 of the Takeovers Code, and must not approve the Partial Offer and the Special Deal Agreements in accordance with the requirements of Rule 35.4 of the Takeovers Code, unless (i) the relevant connected exempt principal trader holds the Shares as a simple custodian for and on behalf of non-discretionary clients, and (ii) there are contractual arrangements in place between the relevant connected exempt principal trader and its clients that strictly prohibit the relevant connected exempt principal trader from exercising any voting discretion over the relevant Shares, and all voting instructions shall originate from the client only, and if no instructions are given, then no votes shall be cast for the relevant Shares held by the relevant connected exempt principal trader. For this purpose, a written confirmation of the matters set out in points (i) and (ii) above and whether the relevant underlying clients are entitled to vote in the context of the Partial Offer will be submitted to the Executive prior to the publication of the Composite Document.

Assuming that all Share Options are exercised

The shareholding structure of the Company (a) as at 29 March 2021 and (b) immediately after the closing of the Partial Offer and the Option Offer and (c) immediately after the closing of the Partial Offer and the Option Offer and immediately upon completion of the Placing Agreements, assuming that (i) there will be no change to the issued share capital of the Company between 29 March 2021 and

- 8 -

up to the Final Closing Date; and (ii) all Shareholders validly elect to accept the Partial Offer in respect of all of their Shares (except for (1) the Controlling Shareholders who will tender 575,545,164 Shares pursuant to the Controlling Shareholders Irrevocable Undertakings, and who may or may not tender more Shares for acceptances than as required under the Controlling Shareholders Irrevocable Undertakings; (2) the Executive Directors who will tender 18,957,330 Shares pursuant to the Executive Directors Irrevocable Undertakings and who may or may not tender more Shares for acceptances than as required under the Executive Directors Irrevocable Undertakings; (3) the Controlling Shareholders Close Associates, the Relevant Directors (other than the Executive Directors) and close associates of the Relevant Directors who will tender their Shares in the same proportion as regards their respective own shareholdings as the Controlling Shareholders; and (4) all unvested Share awards for the Relevant Directors are vested and tendered in the same proportion as regards their respective own shareholdings as the Controlling Shareholders) and all Share Options are exercised, is set out below:

As at 29 March 2021	Shares to be tendered for	Immediately after	Immediately after
	acceptance in respect of	completion of the Partial	completion of the Partial
	the Partial Offer	Offer and the Option Offer	Offer and the Option Offer
				and immediately upon
				completion of the Placing
				Agreements
No. of Shares Approx.%	No. of Shares Approx.%	No. of Shares	Approx.%	No. of Shares Approx.%

The Offeror	-	-	-
The Offeror and parties acting in concert with it
Controlling Shareholders
Kerry	718,340,998	39.7	364,496,510
Properties
Caninco
Investments	156,124,097	8.6	79,219,603
Limited
Darmex
Holdings	128,449,630	7.1	65,030,344
Limited
Desert Grove	18,502,856	1.0	9,388,614
Limited
Glory Voice
International	7,842,163	0.4	3,979,226
Limited
Kerry Asset
Management	67,971	0.0	67,971
Limited
Star Medal	28,851	0.0	28,851
Limited
Total Way
Investments	201,273	0.0	201,273
Limited
Moslane	36,910,748	2.0	18,729,042
Limited
Paruni Limited	12,844,175	0.7	6,517,318
Ban Thong
Company	9,189,586	0.5	4,662,928
Limited

-

931,209,117

51.5

931,209,117

51.5

20.2	441,240,157	24.4	364,236,660	20.1
4.4	95,899,052	5.3	79,163,127	4.4
3.6	79,011,672	4.4	65,222,866	3.6
0.5	11,365,359	0.6	9,381,921	0.5
0.2	4,817,040	0.3	3,976,389	0.2
0.0	16,297	0.0	13,453	0.0
0.0	6,918	0.0	5,711	0.0
0.0	48,259	0.0	39,837	0.0
1.0	22,672,386	1.3	18,715,690	1.0
0.4	7,889,520	0.4	6,512,672	0.4
0.3	5,644,693	0.3	4,659,603	0.3

- 9 -

Alpha Model	4,448,313	0.2	2,257,138
Limited
Bright Magic
Investments	5,182,183	0.3	2,629,514
Limited
Ace Time
Holdings	701,118	0.0	701,118
Limited
Macromind
Investments	5,290,234	0.3	2,684,340
Limited
Marsser	1,586,871	0.1	805,201
Limited
Noblespirit	12,095,067	0.7	6,137,210
Corporation
Summer Fort	16,464,500	0.9	8,008,963
Limited
Sub-total of
the
Controlling	1,134,270,634	62.7	575,545,164
Shareholders
(Note 1)

Executive Directors

KUOK Khoon	1,101,000	0.1	558,663
Hua
MA Wing Kai	4,588,761	0.3	2,328,403
William
CHEUNG
Ping Chuen	31,514,956	1.7	15,991,140
Vicky
NG Kin Hang	155,936	0.0	79,124

Sub-total of

Executive 37,360,653 2.1 18,957,330 Directors

(Note 2)

Controlling Shareholders Close Associates

Shang
Holdings	2,241,725	0.1	1,137,483
Limited
Pristine
Holdings	981,835	0.1	498,197
Limited
Rosy Frontier	473,047	0.0	240,031
Limited
Sub-total of
Controlling
Shareholders	3,696,607	0.2	1,875,711
Close
Associates
(Note 3)
Executive Directors' close associates
Peacebright	263,610	0.0	133,759
Assets Limited
Lochtenny	1,300,000
Investments	0.1	659,639
Limited

0.1	2,732,371	0.2	2,255,528	0.1
0.1	3,183,150	0.2	2,627,639	0.1
0.0	168,108	0.0	138,770	0.0
0.1	3,249,521	0.2	2,682,427	0.1
0.0	974,734	0.1	804,627	0.0
0.3	7,429,382	0.4	6,132,835	0.3
0.4	10,375,853	0.6	8,565,102	0.5
31.8	696,724,472	38.5	575,134,857	31.8
0.0	676,288	0.0	676,288	0.0
0.1	2,818,641	0.2	2,818,641	0.2
0.9	19,358,027	1.1	19,358,027	1.1
0.0	95,784	0.0	95,784	0.0
1.0	22,948,740	1.3	22,948,740	1.3
0.1	1,376,977	0.1	1,376,977	0.1
0.0	603,091	0.0	603,091	0.0
0.0	290,568	0.0	290,568	0.0
0.1	2,270,636	0.1	2,270,636	0.1
0.0	161,923	0.0	161,923	0.0
0.0	798,523	0.0	798,523	0.0

- 10 -

Subtotal of
Executive
Directors'	1,563,610	0.1	793,398	0.0	960,446	0.1	960,446	0.1
close
associates
(Note 4)
Sub-total of
the Offeror
and parties	1,176,891,504	65.1	597,171,603	33.0	1,654,113,411	91.5	1,532,523,796	84.8
acting in

concert with it

Relevant Directors (excluding Executive Directors) and close associates of the Relevant Directors (excluding Executive Directors)

Wong Yu Pok	200,000	0.0	101,483	0.0	122,850	0.0	122,850
Marina
Yeo Philip Liat	200,000	0.0	101,483	0.0	122,850	0.0	122,850
Kok
Directors of	4,840,804	0.3	2,456,293	0.1	2,973,459	0.2	2,973,459
subsidiaries
Sub-total of
Relevant
Directors
(excluding
Executive
Directors)
and close	5,240,804	0.3	2,659,259	0.1	3,219,159	0.2	3,219,159
associates of
the Relevant
Directors
(excluding
Executive
Directors)
Unvested
Share awards
for Relevant	1,960,329	0.1	994,699	0.1	1,204,130	0.1	1,204,130

Directors (other than INEDs)

0.0

0.0

0.2

0.2

0.1

Public	624,080,405	34.5	624,080,405	34.5	149,636,342	8.3	271,225,957	15.0
Shareholders
Total	1,808,173,042	100.0	1,224,905,966	67.7	1,808,173,042	100.0	1,808,173,042	100.0

1. The Relevant Controlling Shareholders will tender 575,545,164 Shares pursuant to the Controlling Shareholders Irrevocable Undertakings, and may or may not tender more Shares for acceptances than as required under the Controlling Shareholders Irrevocable Undertakings.
2. The Executive Directors will tender 18,957,330 Shares pursuant to the Executive Directors Irrevocable Undertakings, and may or may not tender more Shares for acceptances than as required under the Executive Directors Irrevocable Undertakings.
3. Controlling Shareholders Close Associates comprise (i) Shang Holdings Limited, a company which is indirectly owned as to more than 30% by Kerry Holdings; and (ii) Pristine Holdings Limited and Rosy Frontier Limited, each of which is a discretionary trust of which Kerry Group Limited and Mr. Kuok Khoon Hua are discretionary beneficiaries.
4. Close associates of the Executive Directors comprise (i) Peacebright Assets Limited, a discretionary trust of which Mr. Kuok Khoon Hua is a discretionary beneficiary; and (ii) Lochtenny Investments Limited, a discretionary trust of which Mr. Kuok Khoon Hua and Mr. Ma Wing Kai William are discretionary beneficiaries. Each of Mr. Kuok Khoon Hua and Mr. Ma Wing Kai William are Executive Directors.

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5. J.P. Morgan is the financial adviser to the Offeror in respect of the Partial Offer. Accordingly, J.P. Morgan and persons controlling, controlled by or under the same control as J.P. Morgan (except exempt principal traders and exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code) are presumed to be acting in concert with the Offeror in relation to the Company in accordance with class 5 of the definition of ''acting in concert'' under the Takeovers Code. As confirmed by J.P. Morgan, as at 29 March 2021, members of J.P. Morgan group do not legally or beneficially own, control or have direction over any Shares (except in respect of Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purposes of the Takeovers Code). Notwithstanding that connected exempt principal traders within the J.P. Morgan group are not acting in concert with the Offeror, Shares held by any such connected exempt principal traders must not be assented to the Partial Offer until the Partial Offer becomes or is declared unconditional as to acceptances in accordance with the requirements of Rule 35.3 of the Takeovers Code, and must not approve the Partial Offer and the Special Deal Agreements in accordance with the requirements of Rule 35.4 of the Takeovers Code, unless (i) the relevant connected exempt principal trader holds the Shares as a simple custodian for and on behalf of non-discretionary clients, and (ii) there are contractual arrangements in place between the relevant connected exempt principal trader and its clients that strictly prohibit the relevant connected exempt principal trader from exercising any voting discretion over the relevant Shares, and all voting instructions shall originate from the client only, and if no instructions are given, then no votes shall be cast for the relevant Shares held by the relevant connected exempt principal trader. For this purpose, a written confirmation of the matters set out in points (i) and (ii) above and whether the relevant underlying clients are entitled to vote in the context of the Partial Offer will be submitted to the Executive prior to the publication of the Composite Document.

As at the date of this joint announcement, save as disclosed in the monthly update announcement jointly published by the Offeror and the Company on 8 March 2021 and this joint announcement, there are no further updates on the fulfilment of the Pre-Conditions. The Offeror will continue to work towards satisfaction of the rest of the Pre-Conditions. Further announcement(s) in relation to the latest status of the Partial Offer will be made in due course.

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
NG Wai Ting	LEE Pui Nee
Director	Company Secretary
Hong Kong, 30 March 2021
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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.

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