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 does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.

China Logistics Property Holdings Co., Ltd

中 國 物 流 資 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1589)

  1. COMPLETION OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION IN RELATION TO THE EXISTING NOTES
    (ISIN: XS1655056890; Common Code: 165505689)

AND

  1. ISSUANCE OF THE NEW EXCHANGE NOTES 8.75% SENIOR NOTES DUE 2021

(ISIN: XS2055798263; Common Code: 205579826)

Reference is made to the announcements of the Company dated September 5, 2019, September 9, 2019 and September 18, 2019 in respect of the Exchange Offer and the Consent Solicitation in relation to the Existing Notes (the "Announcements"). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the Announcements and the Exchange Offer and Consent Solicitation Memorandum (as applicable).

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COMPLETION OF THE CONSENT SOLICITATION

The Company is pleased to announce that it has entered into the Supplemental Indenture, dated as of September 25, 2019 (the "Effective Time"), by and among the Company, the Existing Notes Subsidiary Guarantors and the Trustee, giving effect to the Proposed Amendments in compliance with the conditions contained in the 2020 Indenture. The Company will send a copy of the Supplemental Indenture to holders of the Existing Notes upon request.

For details of the Proposed Amendments, holders of the Existing Notes should refer to the Exchange Offer and Consent Solicitation Memorandum and to related documents, which are available via the Exchange and Consent Website: https://sites.dfkingltd.com/chinalogistics.

As the Company paid the Consent Fee on September 25, 2019 to all holders of the Existing Notes who validly delivered an unwithdrawn consent to the Proposed Amendments prior to the Consent Expiration Deadline as well as to all Eligible Holders who validly tendered the Existing Notes prior to the Exchange Expiration Deadline and had not subsequently withdrawn, the Supplemental Indenture became effective and operative on that date. From and after the Effective Time, each present and future holder of the Existing Notes is/will be bound by the terms of the 2017 Indenture as amended by the Supplemental Indenture, whether or not such holder has delivered the Requisite Consents.

COMPLETION OF THE EXCHANGE OFFER AND ISSUANCE OF THE NEW EXCHANGE NOTES

The Company is pleased to announce that on September 25, 2019, all conditions precedent to the Exchange Offer have been fulfilled, and the Exchange Offer has been completed. On September 25, 2019, US$160,800,000 principal amount of the Existing Notes were exchanged and the Company delivered US$162,475,000 in principal amount of New Exchange Notes (including Capitalized Interest) and US$4,466.66 in cash in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000) in full satisfaction of the Exchange Consideration to Eligible Holders whose Existing Notes had been validly tendered and accepted for exchange.

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GENERAL

The New Exchange Notes have not been registered under the U.S. Securities Act, or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This announcement is not an offer to purchase, a solicitation of an offer to purchase, an offer to sell or a solicitation of an offer to sell, securities in the United States or elsewhere. No securities of the Company or any of its subsidiaries are being, or will be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and no such securities may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state or local securities laws. No public offering of securities is being or will be made in the United States or any other jurisdiction. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Forward looking statements in this announcement are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve risks, uncertainties and assumptions and are difficult to predict with any precision. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Existing Notes and/or the New Exchange Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the premium logistics facilities industry and changes in the capital markets in general.

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The distribution of the Exchange Offer and Consent Solicitation Memorandum and the Final Information Memorandum are restricted by law in certain jurisdictions. Persons who come into possession of the Exchange Offer and Consent Solicitation Memorandum and the Final Information Memorandum are required to inform themselves of and to observe any of these restrictions. The Exchange Offer and Consent Solicitation Memorandum and the Final Information Memorandum does not constitute, and may not be used in connection with, an offer to buy New Exchange Notes or a solicitation to sell New Exchange Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. The Company will not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

By Order of the Board

China Logistics Property Holdings Co., Ltd

中國物流資產控股有限公司

LI Shifa

Chairman

Hong Kong, September 26, 2019

As at the date of this announcement, Mr. Li Shifa, Mr. Wu Guolin, Ms. Li Huifang, Mr. Chen Runfu, Mr. Cheuk Shun Wah, Ms. Shi Lianghua and Mr. Xie Xiangdong are the executive Directors; Mr. Huang Xufeng, Ms. Li Qing and Mr. Fu Bing are the non-executive Directors; and Mr. Guo Jingbin, Mr. Fung Ching Simon, Mr. Wang Tianye, Mr. Leung Chi Ching Frederick and Mr. Chen Yaomin are the independent non-executive Directors of the Company.

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CLPH - China Logistics Property Holdings Co. Ltd. published this content on 26 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2019 22:47:02 UTC