09:57 KERRY PPT<00683> - Announcement (3) that is to say, within three months from receipt of all relevant supporting documents by the auditors of Kerry Logistics. Adjustments, if any, to the Consideration, will be deducted from the distributable profits of the Eas PRC Group before the First Closing that Huatong is entitled to receive and any shortfall amount will be payable by Huatong in cash within 30 days after written demand. In addition, the waiver is on terms that Eas PRC be compensated by Huatong for any related economic loss that Eas PRC may suffer on account of Second Closing Condition III not having been satisfied. Kerry Logistics is not aware of any reasons as a result of which the NAV Statement cannot be prepared. The Company considers that the waivers granted in respect of the relevant Second Closing Conditions as aforementioned to enable Second Closing to take place are in its interest and that such waivers do not have any material adverse implications in the context of the Acquisition taking into account the indemnities from Huatong mentioned above. As a result of Second Closing and upon concluding the registration procedures with the relevant PRC industry and commerce registration authority, the Company will indirectly hold 70% of Eas PRC and the remaining 30% will be held by Huatong. The Company has also decided to consolidate Eas PRC as its subsidiary with effect from the First Closing i.e. 31 December 2004. This is because the Second Closing has already taken place (meaning that the First Closing will not be unwound) and with effect from the First Closing, Kerry Logistics has acquired management control over the board of Eas PRC as Eas HK, a wholly-owned subsidiary of Kerry Logistics after the First Closing, is entitled to nominate three directors to the board of Eas PRC whereas Huatong is only entitled to nominate two directors. GENERAL As at the date of this announcement, Messrs. Ang Keng Lam, Wong Siu Kong, Ho Shut Kan and Ma Wing Kai, William are executive Directors and Messrs. William Winship Flanz, Lau Ling Fai, Herald and Christopher Roger Moss, O.B.E. are independent non-executive Directors. By Order of the Board Ang Keng Lam Chairman Hong Kong, 21 January 2005 * For identification purpose only