(Incorporated in Bermuda with limited liability) website: (Stock Code: 00683)

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1 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere. Kerry Properties Limited has not intended and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the US Securities Act ) and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemption from the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America. Any public offering of securities in the United States of America will be made by means of a prospectus or offering memorandum that may be obtained from the issuer or selling security holder and that would contain detailed information regarding the issuer and its management, as well as financial statements. Kerry Properties Limited does not intend to register any part of the offering in the United States of America or to conduct a public offering of securities in the United States of America. (Incorporated in Bermuda with limited liability) website: (Stock Code: 00683) * PROPOSED SPIN-OFF AND SEPARATE LISTING OF KERRY LOGISTICS NETWORK LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND PROPOSED AMENDMENTS TO BYE-LAWS AND PROPOSED ADOPTION OF SHARE OPTION SCHEMES BY KERRY LOGISTICS NETWORK LIMITED - 1 -

2 This announcement is made pursuant to Part XIVA of SFO and Rule 13.09(2), PN15 and Rule of the Listing Rules. The Board announces that the Company submitted a spin-off proposal on 19 August 2013 to the Stock Exchange pursuant to PN15 in relation to the Proposed Spin-off. The Stock Exchange has confirmed that the Company may proceed with the Proposed Spinoff. On 24 September 2013, KLN submitted through its appointed joint sponsors, BOCI Asia Limited, Citigroup Global Markets Asia Limited, HSBC Corporate Finance (Hong Kong) Limited and Morgan Stanley Asia Limited (in alphabetical order), a listing application form (Form A1) to the Stock Exchange to apply for the Listing Approval. KLN is a direct wholly-owned subsidiary of the Company. KLN Group is a logistics service provider in Asia. Its principal businesses include integrated logistics and international freight forwarding. It is currently proposed that pursuant to the Global Offering, KLN Shares will be offered for subscription by way of an initial public offering in Hong Kong and international placing to professional and institutional investors. It is currently expected that the amount of the new KLN Shares to be issued by KLN for the Global Offering (before the exercise of any over-allotment option to be granted to the underwriters of the Global Offering) will not exceed 25% of the issued share capital of KLN. In accordance with the requirements of PN15, the Board proposes to give due regard to the interests of Shareholders by providing qualifying Shareholders with an assured entitlement to KLN Shares by way of the Distribution, if the Proposed Spin-off proceeds. It is currently expected that approximately 50% of the KLN Shares held by the Company will be distributed to qualifying Shareholders on a pro-rata basis. Details of such assured entitlement have not yet been finalised. The Company will make further announcement(s) in this regard as and when appropriate. Should the Proposed Spin-off proceed, the Company s percentage shareholding in the issued share capital of KLN will be reduced following the completion of the Proposed Spin-off and it is currently expected that KLN will cease to be a subsidiary of the Company following such reduction. In view of the Distribution, the Board proposes to make certain amendments to the relevant provisions of the Bye-laws. The proposed amendments will expressly provide for distribution in specie of assets to be made from the Company s contributed surplus account. Such amendments are subject to, and shall take effect upon, the passing of a special resolution by the Shareholders at the SGM. Details of the proposed amendments will be set out in the circular to be despatched to the Shareholders together with a notice of the SGM. It is currently expected that the circular will also include details of share option schemes to be adopted by KLN, which require approval by the Shareholders by way of an ordinary resolution at the SGM

3 Details in respect of the Proposed Spin-off, including the size and structure of the Global Offering and the extent of the decrease in percentage shareholding of the Company in KLN, have not yet been finalised. Should the Proposed Spin-off proceed, irrespective of the structure of the Global Offering finally adopted, the Proposed Spin-off is expected to constitute a discloseable transaction of the Company under the Listing Rules and accordingly no approval of the Shareholders will be required. The Company will comply with the applicable requirements of Chapter 14 of the Listing Rules as and when necessary. The listing of KLN Shares pursuant to the Proposed Spin-off is subject to, among other things, the Listing Approval and the final decisions of the Board and of the board of directors of KLN. Accordingly, Shareholders and potential investors in the Company should be aware that there is no assurance that the Proposed Spinoff and the separate listing of KLN Shares will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Distribution will not be made. Shareholders and potential investors in the Company should therefore exercise caution when dealing in or investing in the securities of the Company. Further announcement(s) will be made by the Company in relation to the Proposed Spinoff if and when appropriate. INTRODUCTION This announcement is made pursuant to Part XIVA of SFO and Rule 13.09(2), PN15 and Rule of the Listing Rules. The Board announces that the Company submitted a spin-off proposal on 19 August 2013 to the Stock Exchange pursuant to PN15 in relation to the Proposed Spin-off. The Stock Exchange has confirmed that the Company may proceed with the Proposed Spinoff. On 24 September 2013, KLN submitted through its appointed joint sponsors, BOCI Asia Limited, Citigroup Global Markets Asia Limited, HSBC Corporate Finance (Hong Kong) Limited and Morgan Stanley Asia Limited (in alphabetical order), a listing application form (Form A1) to the Stock Exchange to apply for the Listing Approval. INFORMATION REGARDING KLN AND THE REMAINING GROUP KLN is a direct wholly-owned subsidiary of the Company. KLN Group is a logistics service provider in Asia. Its principal businesses include integrated logistics and international freight forwarding. After the Proposed Spin-off, the Remaining Group will continue to be principally engaged in (i) property development, investment and management in Hong Kong, China and the Asia Pacific region and (ii) hotel ownership in Hong Kong and hotel ownership and operations in China

4 PROPOSED SPIN-OFF It is currently proposed that pursuant to the Global Offering, KLN Shares will be offered for subscription by way of an initial public offering in Hong Kong and international placing to professional and institutional investors. It is currently expected that the amount of the new KLN Shares to be issued by KLN for the Global Offering (before the exercise of any over-allotment option to be granted to the underwriters of the Global Offering) will not exceed 25% of the issued share capital of KLN. In addition, the Distribution will be effected as part of the Proposed Spin-off. It is currently expected that approximately 50% of the KLN Shares held by the Company will be distributed to qualifying Shareholders on a pro-rata basis. Should the Proposed Spin-off proceed, the Company s percentage shareholding in the issued share capital of KLN will be reduced following the completion of the Proposed Spin-off and it is currently expected that KLN will cease to be a subsidiary of the Company following such reduction. REASONS FOR AND BENEFITS OF THE PROPOSED SPIN-OFF The Directors consider the Proposed Spin-off to be in the interests of the Shareholders as a whole. The Proposed Spin-off would enable investors to better understand the Company and KLN as separate entities rather than as a conglomerate, as each of their strategic focus of business is different. Both the Company and KLN consider that the Proposed Spin-off could better reflect the value of KLN Group on its own merits and increase its operational and financial transparency through which investors would be able to appraise and assess the performance and potential of KLN Group separately and distinctly from those of the Remaining Group. The business of KLN Group has grown to a size sufficient to command a separate listing status and the Directors consider that such status will be beneficial to the Company for the following reasons: i. it will enable the Company to fully focus on and deploy its funds towards development of its existing principal business without needing to consider KLN Group s funding requirements; ii. the value of KLN Group is expected to be enhanced through the Proposed Spinoff given that: (a) (b) a listing on the Stock Exchange will enhance KLN s profile amongst its customers, suppliers and other business partners, as well as its ability to recruit good talents available; a listing on the Stock Exchange will enable KLN to directly and independently access both equity and debt capital markets in the future should the need arise, as well as facilitate it to secure bank credit facilities; - 4 -

5 (c) (d) (e) following the Proposed Spin-off, KLN, as a listed company, would be able to offer equity based incentive programs (such as share option schemes) that correlates directly to the performance of its own business to its employees and would therefore be in a better position to motivate its employees with incentive programs that closely align with the objective of shareholder value creation; the separate listing of KLN will lead to a more direct alignment of its management's responsibilities and accountability with its operating and financial performance. This is expected to result in enhanced management focus, which should in turn lead to improved decision-making processes, faster response-time to market changes and increased operational efficiency. The management of KLN will be under heightened scrutiny from the investor community and it will be possible to measure their performance against the stock market performance of KLN relative to publicly-traded industry peers. It will also be possible to link management incentives to such performance, thereby increasing management motivation and commitment; and a listing on the Stock Exchange will provide clarity of the credit profile of KLN Group for rating agencies and financial institutions that wish to analyze and lend against the credit of a service provider in the logistics services and supply chain solutions business. On the basis of the commercial benefits set out above, the Directors are of the view that there should not be any adverse impact on the interests of the Shareholders resulting from the Proposed Spin-off. ASSURED ENTITLEMENT AND FURTHER ANNOUNCEMENT In accordance with the requirements of PN15, the Board proposes to give due regard to the interests of Shareholders by providing qualifying Shareholders with an assured entitlement to KLN Shares by way of the Distribution, if the Proposed Spin-off proceeds. It is currently expected that approximately 50% of the KLN Shares held by the Company will be distributed to qualifying Shareholders on a pro-rata basis. Details of such assured entitlement have not yet been finalised. The Company will make further announcement(s) in this regard as and when appropriate. PROPOSED AMENDMENTS TO BYE-LAWS AND PROPOSED ADOPTION OF SHARE OPTION SCHEMES BY KLN In view of the Distribution, the Board proposes to make certain amendments to the relevant provisions of the Bye-laws. The proposed amendments will expressly provide for distribution in specie of assets to be made from the Company s contributed surplus account. Such amendments are subject to, and shall take effect upon, the passing of a special resolution by the Shareholders at the SGM. Details of the proposed amendments will be set out in the circular to be despatched to the Shareholders together with a notice of the SGM. It is currently expected that the circular will also include details of share option schemes to be adopted by KLN, which require approval by the Shareholders by way of an ordinary resolution at the SGM

6 DISCLOSEABLE TRANSACTION Details in respect of the Proposed Spin-off, including the size and structure of the Global Offering and the extent of the decrease in percentage shareholding of the Company in KLN, have not yet been finalised. Should the Proposed Spin-off proceed, irrespective of the structure of the Global Offering finally adopted, the Proposed Spin-off is expected to constitute a discloseable transaction of the Company under the Listing Rules and accordingly no approval of the Shareholders will be required. The Company will comply with the applicable requirements of Chapter 14 of the Listing Rules as and when necessary. GENERAL The Group is principally engaged in (i) property development, investment and management in Hong Kong, China and the Asia Pacific region; (ii) hotel ownership in Hong Kong and hotel ownership and operations in China; and (iii) integrated logistics and international freight forwarding business. The listing of KLN Shares pursuant to the Proposed Spin-off is subject to, among other things, the Listing Approval and the final decisions of the Board and of the board of directors of KLN. Accordingly, Shareholders and potential investors in the Company should be aware that there is no assurance that the Proposed Spinoff and the separate listing of KLN Shares will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Distribution will not be made. Shareholders and potential investors in the Company should therefore exercise caution when dealing in or investing in the securities of the Company. This announcement is not an offer for sale of any securities in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from such registration requirement. Any public offering of securities in the United States of America will be made by means of a prospectus that would be obtained from the issuer or selling security holder and that would contain detailed information regarding the company and management, as well as financial statements. The securities described herein have not been and will not be registered in the United States of America. Further announcement(s) will be made by the Company in relation to the Proposed Spinoff if and when appropriate. DEFINITIONS Board Bye-laws Company the board of directors of the Company the bye-laws of the Company, as amended from time to time Kerry Properties Limited, an exempted company incorporated in Bermuda on 2 January 1996 with limited liability, the shares of which are listed on the Main Board of the Stock Exchange - 6 -

7 Distribution Global Offering Group Hong Kong Hong Kong Public Offering International Placing KLN KLN Group KLN Shares Listing Approval Listing Rules PN15 Proposed Spin-off Remaining Group SFO Shareholders the proposed distribution in specie of KLN Shares to qualifying Shareholders if the Proposed Spin-off proceeds the Hong Kong Public Offering and the International Placing the Company and its subsidiaries (including KLN Group) Hong Kong Special Administrative Region of the People s Republic of China the proposed issue and offer for subscription of KLN Shares to the public in Hong Kong the proposed placing of KLN Shares to professional and institutional investors Kerry Logistics Network Limited, a direct whollyowned subsidiary of the Company, which was incorporated in the British Virgin Islands on 9 July 1991 and continued into Bermuda as a Bermuda exempted company with limited liability on 20 April 2000 KLN and its subsidiaries ordinary shares of HK$1.00 each in the share capital of KLN the approval by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, KLN Shares on the Main Board of the Stock Exchange The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Practice Note 15 of the Listing Rules the proposed spin-off of KLN by way of a separate listing of KLN Shares on the Main Board of the Stock Exchange the Group excluding KLN Group Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) the shareholders of the Company - 7 -

8 SGM Stock Exchange the special general meeting for the Shareholders to approve, among other things, the proposed amendments to the Bye-laws and the proposed adoption of share options schemes by KLN The Stock Exchange of Hong Kong Limited By Order of the Board Kerry Properties Limited Li Siu Ching, Liz Company Secretary Hong Kong, 24 September 2013 As at the date of this announcement, the Directors of the Company are: Executive Directors: Messrs. Wong Siu Kong, Ho Shut Kan, Qian Shaohua, Ma Wing Kai, William, Chan Wai Ming, William and Bryan Pallop Gaw. Independent Non-executive Directors: Mr. Lau Ling Fai, Herald, Mr. Ku Moon Lun, Ms. Wong Yu Pok, Marina, JP and Mr. Chang Tso Tung, Stephen. * For identification purpose only - 8 -