Common use of BRAND LICENCE AGREEMENTS Clause in Contracts

BRAND LICENCE AGREEMENTS. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, the Company entered into the Company Brand Licence Agreement with Kuok Registrations Limited (a fellow subsidiary of Kerry Holdings). Pursuant to the Company Brand Licence Agreement, the Licensor agreed to grant to the Company (i) a limited, non-exclusive, non-assignable and revocable licence for the relevant Kerry Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Names, in both cases in relation to certain permitted purposes and territories as set out in the Company Brand Licence Agreement; and (ii) a right to grant sub-licences to certain existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, KE Thailand also entered into the KE Thailand Brand Licence Agreement with Kuok Registrations Limited. Pursuant to the KE Thailand Brand Licence Agreement, the Licensor agreed to grant to KE Thailand (i) a limited, exclusive, non-assignable and revocable licence for the relevant Kerry Express Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Express Names, in both cases in relation to certain permitted purposes in Thailand as set out in the KE Thailand Brand Licence Agreement; and (ii) a right to grant sub-licences to such existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. The licence fee for each of the Brand Licence Agreements is a nominal one-off amount of HK$100. As the Licensor is a fellow subsidiary of Kerry Holdings (which in turn is the Controlling Shareholder) and a connected person of the Company, the Brand Licence Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the licence fee is nominal, the aggregate amounts to be paid by the Company and KE Thailand (as the case may be) to the Licensor under the Brand Licence Agreements will not be, on an annual basis, more than the de minimis threshold of 0.1% during the term of the Brand Licence Agreements. The Brand Licence Agreements would therefore be fully exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Brand Licence Agreements constitute a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Brand Licence Agreements. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Brand Licence Agreements are fair and reasonable; and (ii) the approval of the Brand Licence Agreements by the Independent Shareholders by way of poll at the SGM.

BRAND LICENCE AGREEMENTS. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, the Company entered into the Company Brand Licence Agreement with Kuok Registrations Limited (a fellow subsidiary of Kerry Xxxxx Holdings). Pursuant to the Company Brand Licence Agreement, the Licensor agreed to grant to the Company (i) a limited, non-exclusive, non-assignable and revocable licence for the relevant Kerry Xxxxx Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Xxxxx Names, in both cases in relation to certain permitted purposes and territories as set out in the Company Brand Licence Agreement; and (ii) a right to grant sub-licences to certain existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, KE Thailand also entered into the KE Thailand Brand Licence Agreement with Kuok Registrations Limited. Pursuant to the KE Thailand Brand Licence Agreement, the Licensor agreed to grant to KE Thailand (i) a limited, exclusive, non-assignable and revocable licence for the relevant Kerry Xxxxx Express Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Xxxxx Express Names, in both cases in relation to certain permitted purposes in Thailand as set out in the KE Thailand Brand Licence Agreement; and (ii) a right to grant sub-licences to such existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. The licence fee for each of the Brand Licence Agreements is a nominal one-off amount of HK$100. As the Licensor is a fellow subsidiary of Kerry Xxxxx Holdings (which in turn is the Controlling Shareholder) and a connected person of the Company, the Brand Licence Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the licence fee is nominal, the aggregate amounts to be paid by the Company and KE Thailand (as the case may be) to the Licensor under the Brand Licence Agreements will not be, on an annual basis, more than the de minimis threshold of 0.1% during the term of the Brand Licence Agreements. The Brand Licence Agreements would therefore be fully exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Brand Licence Agreements constitute a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Brand Licence Agreements. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Brand Licence Agreements are fair and reasonable; and (ii) the approval of the Brand Licence Agreements by the Independent Shareholders by way of poll at the SGM.

BRAND LICENCE AGREEMENTS. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, the Company entered into the Company Brand Licence Agreement with Kuok Registrations Limited (a fellow subsidiary of Kerry Xxxxx Holdings). Pursuant to the Company Brand Licence Agreement, the Licensor agreed to grant to the Company (i) a limited, non-exclusive, non-assignable and revocable licence for the relevant Kerry Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Names, in both cases in relation to certain permitted purposes and territories as set out in the Company Brand Licence Agreement; and (ii) a right to grant sub-licences to certain existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, KE Thailand also entered into the KE Thailand Brand Licence Agreement with Kuok Registrations Limited. Pursuant to the KE Thailand Brand Licence Agreement, the Licensor agreed to grant to KE Thailand (i) a limited, exclusive, non-assignable and revocable licence for the relevant Kerry Xxxxx Express Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Express Names, in both cases in relation to certain permitted purposes in Thailand as set out in the KE Thailand Brand Licence Agreement; and (ii) a right to grant sub-licences to such existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. The licence fee for each of the Brand Licence Agreements is a nominal one-off amount of HK$100. As the Licensor is a fellow subsidiary of Kerry Xxxxx Holdings (which in turn is the Controlling Shareholder) and a connected person of the Company, the Brand Licence Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the licence fee is nominal, the aggregate amounts to be paid by the Company and KE Thailand (as the case may be) to the Licensor under the Brand Licence Agreements will not be, on an annual basis, more than the de minimis threshold of 0.1% during the term of the Brand Licence Agreements. The Brand Licence Agreements would therefore be fully exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Brand Licence Agreements constitute a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Brand Licence Agreements. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Brand Licence Agreements are fair and reasonable; and (ii) the approval of the Brand Licence Agreements by the Independent Shareholders by way of poll at the SGM.

BRAND LICENCE AGREEMENTS. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, the Company entered into the Company Brand Licence Agreement with Kuok Registrations Limited (a fellow subsidiary of Kerry Holdings). Pursuant to the Company Brand Licence Agreement, the Licensor agreed to grant to the Company (i) a limited, non-exclusive, non-assignable and revocable licence for the relevant Kerry Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Names, in both cases in relation to certain permitted purposes and territories as set out in the Company Brand Licence Agreement; and (ii) a right to grant sub-licences to certain existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, KE Thailand also entered into the KE Thailand Brand Licence Agreement with Kuok Registrations Limited. Pursuant to the KE Thailand Brand Licence Agreement, the Licensor agreed to grant to KE Thailand (i) a limited, exclusive, non-assignable and revocable licence for the relevant Kerry Express Trademarks, and a limited, non-exclusive, non-assignable and revocable right to use the Kerry Xxxxx Express Names, in both cases in relation to certain permitted purposes in Thailand as set out in the KE Thailand Brand Licence Agreement; and (ii) a right to grant sub-licences to such existing sub-licensees and, subject to the Licensor’s prior written consent (such consent not to be unreasonably withheld or delayed), a right to sub-license additional sub-licences to its subsidiaries. The licence fee for each of the Brand Licence Agreements is a nominal one-off amount of HK$100. As the Licensor is a fellow subsidiary of Kerry Holdings (which in turn is the Controlling Shareholder) and a connected person of the Company, the Brand Licence Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the licence fee is nominal, the aggregate amounts to be paid by the Company and KE Thailand (as the case may be) to the Licensor under the Brand Licence Agreements will not be, on an annual basis, more than the de minimis threshold of 0.1% during the term of the Brand Licence Agreements. The Brand Licence Agreements would therefore be fully exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Brand Licence Agreements constitute a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Brand Licence Agreements. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Brand Licence Agreements are fair and reasonable; and (ii) the approval of the Brand Licence Agreements by the Independent Shareholders by way of poll at the SGM.