Tianjin Binhai Teda Log : PROPOSED NON-PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE PRC(Announcement)

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天津濱海泰達物流集團股份有限公司

Tianjin Binhai Teda Logistics (Group) Corporation Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 8348)

PROPOSED NON-PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS

IN THE PRC

The Board hereby announces that the Board resolved to seek the Shareholders' consideration and approval for the Bond Issue in the aggregate amount of not more than RMB500 million, and the related authorization thereof at the EGM.

A circular of the Company containing further details of the Bond Issue and notice convening the EGM, together with the proxy form and reply slip, will be dispatched to the Shareholders on or before 20 September 2019.

Shareholders and potential investors shall be aware that the Bond Issue may or may not be approved by the Shareholders at the EGM. The issue is also subject to specific coupon rate and such other terms of the corporate bonds. The Bond Issue may or may not be proceeded. Shareholders and potential investors should exercise caution when dealing in securities of the Company.

PROPOSED BOND ISSUE IN THE PRC

1. Background

On 10 September 2019, the Board resolved to seek the Shareholders' consideration and approval for the Bond Issue in the aggregate amount of not more than RMB500 million and the related authorization thereof at the EGM. The proceeds will mainly be used to settle bank loans and supplement the Company's liquidity.

* For identification purpose only

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2. Proposed plan for issuance of Domestic Corporate Bonds

The principal terms of the Bond Issue are set out below:

Issuer:	The Company
Place of issue:	The PRC
Size of issue:	Not more than RMB500 million
Method of issue:	To be issued in one or multiple tranches
Par value and issue price:	RMB100 each, issuing at par value
Target investors and	Non-public issuance to qualified investors as stipulated in the
placement arrangements to	Administrative Measures for the Issue and Trading of
Shareholders:	Corporate Bonds(《公司債券發行與交易管理辦法》) issued
	by the China Securities Regulatory Commission. It shall not
	be conducted through advertisement, public inducement or
	other disguised public manner. The number of target investors
	shall be no more than 200 per issue. The issuer's directors,
	supervisors, senior management and shareholders holding
	more than 5% of its shares may participate in the subscription
	and transfer of the Bond Issue
Maturity:	Not more than 3 years in the form of either a uniform
	maturity date or a bond portfolio with several maturity dates
Coupon rate and	Fixed-rate bonds, and it is proposed that the EGM shall
determination method	authorize the Board or the persons authorized by the Board to
thereof:	determine its coupon rate with the lead underwriter through
	negotiation in accordance to relevant requirements of the PRC
	based on market condition

Method of repayment of principal and payment of interest:

The interests shall be paid on an annual basis and the principal shall be repaid together with the last payment of interest

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Use of proceeds:	Mainly used to settle bank loans, supplement the Company's
	liquidity and for other uses permitted by applicable laws and
	regulations. It is proposed that the EGM shall authorize the
	Board or the persons authorized by the Board to determine the
	specific use and proportion within the aforesaid scope, based
	on the capital needs of the Company and the debt structure of
	the Company
Method of underwriting:	To be underwritten by the lead underwriter by way of standby
	commitment
Form of guarantee:	An irrevocable joint liability guarantee will be provided by
	TEDA Investment Holdings Co., Ltd.
Transfer and listing of the	Upon the completion of the Bond Issue, provided that the
bonds:	conditions for listing and transfer are fulfilled, the Company
	will apply to Shanghai Stock Exchange for listing and transfer
Term of validity:	24 months from the date of passing the resolution at the EGM

3. Proposed authorization to any one of the executive Directors and other persons authorized by the Board to deal with matters relating to the Bond Issue

To ensure the smooth issue of the Domestic Corporate Bonds, the Company will propose to seek the Shareholders' approval at the EGM for the authorization to any one of the executive Directors and other persons authorized by the Board to deal with, at its absolute discretion, all matters relating to the Bond Issue, including but not limited to the following:

1. to the extent permitted by laws and regulations and based on the principle of maximizing the interests of the Company, according to the specific conditions of the Company and the market, to formulate the specific plan for the issue of corporate bonds within the cap of not more than RMB500 million, and to amend and adjust the terms of issue of the corporate bonds, including but not limited to the specific size of issue, number of tranches and manner of traches, maturity, coupon rate or determination method thereof, timing of issue, the availability of terms for resale and redemption, period and method of repayment of principal and payment of interests, specific placing arrangement and all other matters relating to the terms of issue;
2. to decide and engage intermediaries for the Bond Issue, to sign relevant agreements and sign all necessary legal documents relating to the issuance;
3. to select a trustee manager of bonds, sign a bond trusteeship management agreement and formulate rules of meeting of bondholders;

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1. to deal with the issuance reporting procedures for the Bond Issue and, upon completion of the Bond Issue, deal with the listing and transfer and reporting procedures relating to the Bond Issue, including but not limited to formulating, approving, authorizing, signing, executing, amending and completing all necessary documents, contracts/agreements, arrangements (including but not limited to prospectus, underwriting agreement, bond trusteeship management agreement, various announcements and other legal documents, etc.) relating to the Bond Issue, listing and transfer and reporting, and make appropriate disclosure of information in accordance with laws and regulations and other regulatory documents;
2. in the event of any changes in the policies governing the issue of corporate bonds or any changes in the market conditions, except for those matters that require a new poll by the general meeting under relevant laws, regulations and the Articles of Association, to authorize the Board to make corresponding adjustments to related matters of the Bond Issue, such as the specific plan for issue, pursuant to opinions of the regulatory departments;
3. in the event that the Company expects that it is unable to repay the principal and interests of the corporate bonds as scheduled, or the Company is unable to repay the principal and interests of the corporate bonds when they become due, to the extent permitted by laws and regulations and according to the specific conditions of the Company and the market, to make the following decisions and take corresponding measures:
4. 1. not to distribute profit to the Shareholders;
   2. to suspend the implementation of capital expenditure projects such as material external investments, acquisitions and mergers;
   3. to reduce or suspend the payment of salaries and bonuses of Directors and senior management;
   4. not to transfer the main responsible persons to another post; and
5. to deal with other matters relating to the Bond Issue.

The authorization shall be valid from the date of passing the resolution at the EGM until the date on which all the above-mentioned authorized matters have been completed.

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4. Reasons for and benefits of the Bond Issue

The Board is of the view that the Bond Issue will facilitate further improvement of the debt structure, broaden financing channels, meet capital needs, reduce financing costs for the Company, and address the Group's own situation and external market environment. The Board is of the view that related terms of the Bond Issue are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EGM

The EGM will be convened to consider and approve the Bond Issue and the related authorization thereof by special resolutions.

A circular of the Company containing further details of the Bond Issue and notice convening the EGM, together with the proxy form and reply slip, will be dispatched to the Shareholders on or before 20 September 2019.

Shareholders and potential investors shall be aware that the Bond Issue may or may not be approved by the Shareholders at the EGM. The issue is also subject to specific interest rate and such other terms of the corporate bonds. The Bond Issue may or may not be proceeded. Shareholders and potential investors should exercise caution when dealing in securities of the Company.

DEFINITIONS

In this announcement, unless otherwise defined, the following terms shall have the following meanings:

"Articles of Association"	the articles of association of the Company (as amended from time
	to time)
"Board"	the board of Directors of the Company
"Bond Issue"	the proposed issuance of Domestic Corporate Bonds by the
	Company
"Company"	Tianjin Binhai Teda Logistics (Group) Corporation Limited* (天津
	濱海泰達物流集團股份有限公司), a joint stock limited company
	incorporated in the PRC with limited liability and whose H Shares
	are listed on the GEM (Stock code: 8348)
"Directors(s)"	the directors(s) of the Company
* For identification purpose only

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