Governance

1. Introduction

1.1  This policy aims to set out the principles of Kerry Logistics Network Limited (the “Company”) in relation to the shareholders’ communications, with the objective of ensuring equal, timely, effective, transparent, accurate and open communications with the shareholders of the Company (the “Shareholders”).

2. General Policy

2.1  Information is communicated to the Shareholders mainly through the Company’s interim reports, annual reports and where applicable, quarterly reports, annual general meetings and other general meetings that may be convened, as well as by making available the disclosures submitted to The Stock Exchange of Hong Kong Limited (the “HKEx”) for publication on the HKEx’s website at hkexnews.hkand corporate communications and other corporate publications on the Company’s website at www.kln.com.

3. Communication Strategies

Shareholders’ enquiries

3.1  The contact details of the Company are set out on the Company’s website, in order to enable the Shareholders to make any query that they may have with respect to the Company.

3.2  Shareholders should direct their enquiries about their shareholdings to the Company’s Hong Kong share registrar. Their details are as follows:

Tricor Investor Services Limited

Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

Telephone: (852) 2980 1333

3.3  Shareholders may at any time make a request for the Company’s information to the extent such information is publicly available.

Corporate Communications

3.4  Corporate Communications have the meaning ascribed thereto in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), which include but are not limited to (i) the directors’ report, the annual accounts together with a copy of the auditor’s report, (ii) the interim report, (iii) a notice of meeting, (iv) a listing document, (v) a circular, and (vi) a form of proxy.

3.5  Corporate Communications should be made available to the Shareholders in a timely manner. They should be in plain language and in both English and Chinese versions to facilitate the Shareholders’ understanding.

3.6  Shareholders can elect to receive the Corporate Communications in the printed form or through electronic means and in the language(s) selected (either English or Chinese or both). They may change their election at any time by notifying the Company by post or by email.

3.7  Shareholders who have elected to receive the Corporate Communications by electronic means have the right to obtain printed copies of the Corporate Communications free of charge. Shareholders are encouraged to access Corporate Communications electronically via the Company’s website to help protect the environment.

3.8  Shareholders are encouraged to provide, amongst other things, their contact details, in particular, their email address to the Hong Kong share registrar of the Company in order to facilitate timely and effective communications.

Company’s Website

3.9  The Company’s website provides the Shareholders with the corporate information, such as principal business activities and latest development of the Company and its subsidiaries (collectively the “Group”). Also, it provides information on corporate governance of the Group as well as the compositions and functions of the board of directors of the Company (the “Board”) and the Board committees.

3.10  The Company publishes its results announcement on the HKEx’s and the Company’s websites after the results have been approved by the Board. The results announcement contains the performance and results of the Group, details on the recommended dividend payment (if any) and closure of the register of members and any other information required to be disclosed under the Listing Rules from time to time.

3.11  Information released by the Company for publication on the website of the HKEx is also posted on the Company’s website immediately thereafter. Such information includes but is not limited to interim reports, annual reports and where applicable, quarterly reports, announcements, circulars, notices of general meetings and associated explanatory documents (if any) and any other information required to be published under the Listing Rules or the Securities and Futures Ordinance from time to time.

3.12  Press releases and newsletters issued by the Company from time to time are also available on the Company’s website.

3.13  A dedicated “Investors” section is available on the Company’s website. Information on the Company’s website is updated on a regular basis.

Shareholders’ Meetings

3.14  General meetings provide an opportunity for constructive communication between the Company and the Shareholders. Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at the meetings for and on their behalf if they are unable to attend the meetings.

3.15  Appropriate arrangements for the general meetings shall be in place to encourage Shareholders’ participation.

3.16  Notices of annual general meeting (“AGM”), related circulars and forms of proxy will be distributed to the Shareholders at least 21 clear days (or any other period required under the Listing Rules from time to time) prior to the respective AGM. The circulars will set out details of the proposed resolutions and other relevant information. The forms of proxy will also be provided to the Shareholders for appointing proxies to attend and vote at the AGM on their behalf.

3.17  Board members, in particular, the Board’s chairman and the chairman of the Board committees or their delegates, appropriate senior executives and external auditor will attend the AGM to answer the Shareholders’ questions. The chairman of the independent Board committee (if any) should be available to answer questions at any general meeting to approve a connected transaction or any other transaction that requires independent Shareholders’ approval.

3.18  Proceedings of the Company’s general meetings will be reviewed from time to time to ensure that they are in compliance with the requirements under the bye-laws of the Company, the Listing Rules and the applicable laws of Bermuda, and follow the good corporate governance practices.

3.19  Separate resolution on each substantially separate issue will be proposed for voting at the general meeting. The chairman of the general meeting will propose to vote the resolutions (except resolutions which relate purely to procedural or administrative matters) by poll in accordance with the bye-laws of the Company. Scrutineer will be appointed for the vote-taking at the general meeting. The voting results will be published on the websites of the Company and of the HKEx subsequent to the close of the general meeting.

3.20   Shareholders are encouraged to attend Shareholders’ activities organised by the Company, where information about the Company, including its latest strategic plan, products and services etc will be communicated.

4. Shareholder Privacy

4.1  The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by the HKEx, the Securities and Futures Commission, or by applicable laws and regulations to do so.