CLPH China Logistics Property : SUPPLEMENTAL ANNOUNCEMENT-CONNECTED TRANSACTION - PROPOSED ISSUE OF HK$1,109,000,000 6.95% CONVERTIBLE BONDS DUE 2024 UNDER SPECIFIC MANDATE

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 the securities of the Company. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, 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. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption under, or in a transaction not subject to the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made 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: 01589)

SUPPLEMENTAL ANNOUNCEMENT

CONNECTED TRANSACTION - PROPOSED ISSUE OF HK$1,109,000,000 6.95% CONVERTIBLE BONDS DUE 2024 UNDER SPECIFIC MANDATE

Reference is made to the Announcement in relation to the Bonds Issue. Capitalised terms used herein have the same meanings as those defined in the Announcement unless the context otherwise requires.

The Company wishes to provide further information in relation to the Bonds Issue as follows.

THE BONDS ISSUE

The issue of the Bonds has been fully committed.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the Company's shareholding structure (i) as at the date of this announcement; (ii) upon full exercise of the conversion right attaching to the Bonds at the Initial Conversion Price; and (iii) upon full exercise of the conversion right attaching to the Bonds at the Floor Conversion Price.

										Assuming the Bonds are fully
										issued and converted into
					Assuming the Bonds are	Shares at the Floor Conversion
					fully issued and converted		Price (assuming no other
	Shareholding as at the	into Shares at the Initial		adjustment to the Conversion
	Latest Practicable Date	Conversion Price		Price having been made)
			Approximate			Approximate				Approximate
			% of issued			% of issued				% of issued
			share capital			share capital				share capital
	Number of	of the	Number of	of the		Number of	of the
	Shares	Company	Shares	Company		Shares	Company
Connected persons
Mr. Li Shifa (Note 1)	916,488,000		28.35%		916,488,000		25.60%		916,488,000		24.99%
RRJ Capital Master Fund II, L.P. (Note 2)	753,133,000		23.30%		937,772,498		26.20%		983,932,373		26.83%
(including Berkeley Asset (Note 2)	740,173,000		22.90%		924,812,498		25.83%		970,972,373		26.48%)
ESR Cayman Limited (Note 3)	443,148,000		13.71%		443,148,000		12.38%		443,148,000		12.09%
Public Shareholders
Other Bondholders (Note 4)	-	-	163,009,405		4.55%		203,761,756		5.56%
Other Shareholders (Note 5)	1,119,517,999		34.64%		1,119,517,999		31.27%		1,119,517,999		30.53%
Total	3,232,286,999		100%	3,579,935,902		100%	3,666,848,128	100%

Notes:

1. Mr. Li Shifa, who is the chairman and an executive Director of the Company, holds the entire issued share capital of Lee International Investment Management Co., Ltd, which in turn holds 90% interest in Yupei International Investment Management Co., Ltd. Ms. Ma Xiaocui is the wife of Mr. Li Shifa and is deemed to be interested in the Shares which are interested by Mr. Li under the SFO.
2. RRJ Capital holds the entire issued share capital of Berkeley Asset, which holds 740,173,000 Shares. RRJ Capital also holds control over Travis Asset Holding Ltd, which in turn holds the entire issued share capital of Sherlock Asset Holding Ltd, which holds 12,960,000 Shares. Accordingly, RRJ Capital is deemed to be interested in the 740,173,000 Shares held by Berkeley Asset, and each of RRJ Capital and Travis Asset Holding Ltd is deemed to be interested in the 12,960,000 Shares held by Sherlock Asset Holding Ltd.
3. ESR Cayman Limited holds the entire issued share capital of ESR HK Management Limited, which holds 390,151,000 Shares. ESR Cayman Limited holds 52,997,000 Shares. As a result, ESR Cayman Limited is a beneficial owner as to 52,997,000 Shares and is deemed to be interested in 390,151,000 Shares held by ESR HK Management Limited. ESR Cayman Limited is indirectly owned as to 38.35% by WP X Investment VI Ltd, which is in turn indirectly owned as to 96.90% by Warburg Pincus & Co.. Accordingly, each of Warburg Pincus & Co. and WP X Investment VI Ltd is deemed to be interested in 443,148,000 Shares.
4. Other Bondholders represent the Bondholders other than Berkeley Assets.
5. Other Shareholders represent those Shareholders who are not connected persons and did not subscribe for the Bonds or participate in the Subscription.

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USE OF PROCEEDS

The Company would like to clarify that it intends to allocate all proceeds of the Bonds Issue for the repayment of existing indebtedness (rather than for any other general corporate purposes).

DEFINITIONS

In this announcement and the Announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Announcement"	the announcement of the Company dated 23 May 2019
"Floor Conversion Price"	HK$2.552 per Share, being the lowest conversion price which may
	be adjusted and reset as a result of the conversion price resets in
	accordance with the Conditions, assuming no other adjustment to
	the Conversion Price having occurred prior to the relevant Reset
	Date
"Specific Mandate"	the specific mandate to be sought from the Independent
	Shareholders at the EGM to grant the authority to the Board for
	the allotment and issue of the Conversion Shares as a result of the
	exercise of the conversion right attaching to the Bonds
"Subscription" or	the subscription of the Bonds in the total principal amount of
"RRJ Subscription"	HK$589,000,000 by Berkeley Asset pursuant to the Conditions

On behalf of the Board

China Logistics Property Holdings Co., Ltd

Li Shifa

Chairman

Hong Kong, 28 May 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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