EXCHANGE OFFER AND CONSENT SOLICITATION IN RELATION TO THE EXISTING NOTES (ISIN: XS1655056890, Common Code: 165505689)

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)

EXCHANGE OFFER AND CONSENT SOLICITATION IN RELATION

TO THE EXISTING NOTES

(ISIN: XS1655056890, Common Code: 165505689)

On September 5, 2019, the Company commenced the Exchange Offer and the Consent Solicitation with respect to the Existing Notes held outside the United States. The Exchange Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum.

The Company has mandated Morgan Stanley and UBS as the Dealer Managers in relation to the Exchange Offer and the Consent Solicitation. The Company has also mandated D.F. King as Information and Exchange Agent for the Exchange Offer and the Information and Tabulation Agent for the Consent Solicitation. For detailed descriptions of the terms and conditions of the Exchange Offer and the Consent Solicitation, holders of the Existing Notes should refer to the Exchange Offer and Consent Solicitation Memorandum.

The Company will seek a listing of the New Notes on the Stock Exchange. An application will be made for the listing of the New Notes on the Stock Exchange. Admission of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company, the Existing Notes or the New Notes.

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Shareholders, holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Consent Solicitation are subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Consent Solicitation as set forth in the Exchange Offer and Consent Solicitation Memorandum and summarized in this announcement. No assurance can be given that the Exchange Offer and the Consent Solicitation will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Consent Solicitation with or without conditions.

The Company may, in its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Consent Solicitation. As the Exchange Offer and the Consent Solicitation may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the securities of the Company or the Existing Notes.

IMPORTANT NOTICE - THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES. PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER THE EXISTING NOTES IN THE EXCHANGE OFFER.

THE EXCHANGE OFFER AND THE CONSENT SOLICITATION

Introduction

The Company is offering to exchange any and all of the outstanding Existing Notes held by Eligible Holders in accordance with the terms and conditions as set out in the Exchange Offer and Consent Solicitation Memorandum and as summarized under the "Summary of Terms of the Exchange Offer" section below.

Concurrently with the Exchange Offer, the Company is soliciting the consent of holders of at least a majority of the outstanding aggregate principal amount of the Existing Notes (the "Requisite Consents") to amend certain terms of the indenture of the Existing Notes (the "Indenture").

The Exchange Offer and the Consent Solicitation are subject to certain conditions as described in the Exchange Offer and Consent Solicitation Memorandum, including an affirmative determination by the Company that consummating any Exchange Offer and the Consent Solicitation is in its best interests.

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Notwithstanding anything to the contrary contained herein, but subject to applicable law, the Company may, in its sole and absolute discretion, extend, withdraw or terminate the Exchange Offer and the Consent Solicitation if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer and the Consent Solicitation.

The Exchange Offer is not being made within, and the Exchange Offer and Consent Solicitation Memorandum is not for distribution in the United States. The Exchange Offer and Consent Solicitation Memorandum is not an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to offer such securities, including the New Notes and any guarantees with respect thereto, for sale. Securities may not be offered, sold or delivered in the United States absent registration or an exemption from registration. The New Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States.

Summary of Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, the Company is offering to exchange any and all of its outstanding Existing Notes for the Exchange Consideration (as defined below).

Eligble Holders of the Existing Notes validly accepted and exchanged in the Exchange Offer will, from and including the Settlement Date, waive any and all rights with respect to the Existing Notes (other than the right to receive the Exchange Consideration (as defined below)) and will release and discharge the Company from any and all claims such Eligible Holder may have, now or in the future, arising out of or related to such Existing Notes, including any and all accrued and unpaid interest thereon.

Exchange Consideration

For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of such Existing Notes will receive the exchange consideration (the "Exchange Consideration") consisting of:

1. US$1,000 in aggregate principal amount of the New Notes,
2. Capitalized Interest (rounded to the nearest US$0.01, with US$0.005 rounded upwards), and

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1. subject to the requirement that any New Notes issued to any Eligible Holder be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof, in the event that such Eligible Holder is entitled to receive any New Notes in a principal amount that is not an integral multiple of US$1,000, cash (rounded to the nearest US$0.01, with US$0.005 rounded upwards) in lieu of any fractional amount of the New Notes equal to the principal amount (inclusive of Capitalized Interest) of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000).

Summary of Terms of the Consent Solicitation

Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, the Company is soliciting the Requisite Consents to amend certain terms of the Indenture, including, among other things, amending terms and definitions of certain covenants under Article 4 of the Indenture (the "Proposed Amendments").

The Requisite Consents are required in order for the Proposed Amendments to be adopted and the Proposed Amendments will become effective once the Supplemental Indenture has been executed and becomes effective in accordance with its terms.

All holders of outstanding Existing Notes will be eligible to participate in the Consent Solicitation. All consents validly delivered or deemed to be delivered by such Eligible Holder will be deemed to have consented to the Proposed Amendments as a whole.

Eligible Holders who validly tender any Existing Notes in the Exchange Offer prior to the Exchange Expiration Deadline will be deemed to have delivered a consent to the Proposed Amendments. Holders will have the option with respect to any particular holding of Existing Notes to participate in the Consent Solicitation without participating in the Exchange Offer.

Consent Fee

All holders of the Existing Notes who validly deliver a consent to the Proposed Amendments prior to the Consent Expiration Deadline, and all Eligible Holders who validly tender the Exisitng Notes prior to the Exchange Expiration Deadline, will receive the US$0.50 Consent Fee for each US$1,000 principal amount of outstanding Existing Notes tendered or held by such holder, for providing such consent, subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, including receipt of the Requisite Consents to the Proposed Amendments and the Supplemental Indenture having been executed and becoming effective.

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Summary Timetable

The following summarizes the anticipated timetable for the Exchange Offer and the Consent Solicitation. Please note that the expiration of the Exchange Offer, the Consent Solicitation and the settlement of the New Notes, as well as the other events listed below, may be earlier or later than indicated below. This summary is qualified in its entirety at the Company's sole and absolute discretion to any extension, and the right to terminate the Exchange Offer and the Consent Solicitation at any time prior to its expiration. All references below are to London time, unless otherwise stated.

Date	Event
September 5, 2019	Commencement of the Exchange Offer and the Consent
	Solicitation and announcement via the Exchange and
	Consent Website and the Stock Exchange, and through
	the Clearing Systems.
	Exchange Offer and Consent Solicitation Memorandum
	will be made available to holders of the Existing Notes
	via the Exchange and Consent Website.
On or about September 9, 2019	Announcement of the minimum coupon rate of the New
	Notes via the Exchange and Consent Website and the
	Stock Exchange, and through the Clearing Systems.
September 17, 2019	Exchange Expiration Deadline and Consent Expiration
(4:00 p.m., London time)	Deadline. This being the last date and time on which
	Eligible Holders of the Existing Notes who validly
	tender the Existing Notes are eligible to receive the
	relevant Exchange Consideration and Consent Fee, as
	this is the last date and time for Eligible Holders of the
	Existing Notes to participate in the Exchange Offer.
	This being the last date and time on which holders
	of the Existing Notes who do not validly tender the
	Existing Notes but otherwise validly deliver a consent
	to the Proposed Amendments are eligible to receive the
	Consent Fee, as this is the last date and time for holders
	of the Existing Notes to participate in the Consent
	Solicitation.

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Date	Event
September 18, 2019	Announcement of (i) coupon rate of the New Notes
	via the Exchange and Consent Website and the Stock
	Exchange and through the Clearing Systems, such
	coupon rate being equal to or greater than the minimum
	coupon rate announced on or around September 9, 2019,
	and (ii) the amount of tenders for exchange received
	prior to the Exchange Expiration Deadline, and the
	aggregate principal amount of the Existing Notes validly
	tendered and exchanged for New Notes and (iii) the
	final aggregate principal amount of the New Notes to be
	issued in exchange for Existing Notes.
	Announcement of whether the Requisite Consents to the
	Proposed Amendments have been obtained.
On or about September 25,	Settlement Date
2019
	Settlement of the New Notes, provided only if the

conditions precedent have been satisfied to close the Exchange Offer.

The Supplemental Indenture is executed and the

Proposed Amendments become effective.

On or about September 26, 2019 Listing of the New Notes on the Stock Exchange.

Procedures for Tendering Existing Notes and Delivering Consents

IMPORTANT NOTICE - THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES; PERSONS LOCATED

IN THE UNITED STATES ARE NOT PERMITTED TO TENDER EXISTING NOTES IN THE EXCHANGE OFFER.

To participate in the Exchange Offer, an Eligible Holder must validly tender its Existing Notes pursuant to the Exchange Offer for exchange prior to the Exchange Expiration Deadline pursuant to the procedures described in the Exchange Offer and Consent Solicitation Memorandum.

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The Existing Notes being tendered for exchange may only be submitted in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. The principal amount of each of the New Notes to be issued to any Eligible Holder will be in a minimum principal amount inclusive of Capitalized Interest of US$200,000 and integral multiples of US$1,000 in excess thereof; provided that, if an Eligible Holder shall elect to partially exchange its Existing Notes into New Notes, the retained portion of the Existing Note must be in a minimum principal amount of US$200,000.

Eligible Holders are responsible for ensuring that their instructions will result in the New Notes they are entitled to receive being at least equal to the minimum principal amount of US$200,000. Instructions that would result in a principal amount of New Notes below US$200,000 will be rejected.

To deliver a consent with respect to the Existing Notes, a holder must either (i) validly tender its Existing Notes for exchange pursuant to the Exchange Offer prior to the Exchange Expiration Deadline pursuant to the procedures described in the Exchange Offer and Consent Solicitation Memorandum, or (ii) without tendering any Existing Notes in the Exchange Offer, validly deliver a consent prior to the Consent Expiration Deadline pursuant to the procedures described in the Exchange Offer and Consent Solicitation Memorandum. An Eligible Holder who validly tenders its Existing Notes for exchange prior to the Exchange Expiration Deadline pursuant to the Exchange Offer will be deemed to have delivered a consent with respect to such tendered Existing Notes.

Instructions in connection with the Exchange Offer may be revoked by an Eligible Holder at any time prior to, but not after, the earlier of the Proposed Amendments becoming effective and the Consent Expiration Deadline.

Instructions in connection with the Consent Solicitation may be revoked by a holder of the Existing Notes participating in the Consent Solicitation at any time prior to, but not after, the earlier of the Proposed Amendments becoming effective and the Consent Expiration Deadline.

Conditions to the Exchange Offer and the Consent Solicitation

The obligation of the Company to consummate the Consent Solicitation is conditional upon the following:

• we have received Requisite Consents to the Proposed Amendments;
• the Supplemental Indenture relating to the Proposed Amendments has been executed and delivered upon which it will become effective; and
• the other conditions described in Exchange Offer Memorandum having been satisfied or waived.

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The obligation of the Company to consummate the Exchange Offer is conditional upon the following:

• there being no material adverse change in the market from the date of the Exchange Offer and Consent Solicitation Memorandum to the Settlement Date;
• an affirmative determination by the Company that accepting the exchanges, paying the Exchange Consideration and effecting the transactions contemplated hereby are in its best interests; and
• the satisfaction of other conditions described in the Exchange Offer and Consent Solicitation Memorandum.

Subject to applicable law, the Company may terminate or withdraw the Exchange Offer and the Consent Solicitation if any of the conditions are not satisfied or waived by the Settlement Date. The Company may also extend the Exchange Offer and the Consent Solicitation from time to time until the conditions are satisfied or waived.

Purpose of the Exchange Offer and the Consent Solicitation

The purpose of the Exchange Offer is to manage maturity size and extend the maturity profile of a portion of the Company's existing debt and provide the Company with additional financial flexibility to pursue its strategic objectives.

The purpose of the Consent Solicitation is to adopt the Proposed Amendments, which will amend certain terms of the Indenture to substantially align them with the terms of the New Notes.

The Company will not receive any cash proceeds from the Exchange Offer and the Consent Solicitation.

Listing of New Notes

The Company will seek a listing of the New Notes on the Stock Exchange. An application will be made for the listing of the New Notes on the Stock Exchange. Admission of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company, the Existing Notes or the New Notes.

FURTHER DETAILS

For a detailed statement of the terms and conditions of the Exchange Offer and the Consent Solicitation, holders of the Existing Notes should refer to the Exchange Offer and Consent Solicitation Memorandum.

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The Company has retained D.F. King as the Information and Exchange Agent for the Exchange Offer and as the Information and Tabulation Agent for the Consent Solicitation. To contact D.F. King in London, [phone] and in Hong Kong, [phone] or via email at [e-mail].

The Exchange Offer and Consent Solicitation Memorandum will be distributed in electronic format to holders of the Existing Notes via the Exchange and Consent Website: https://sites. dfkingltd.com/chinalogistics. Any requests for additional copies of the Exchange Offer and Consent Solicitation Memorandum should be directed to D.F. King at the above contact points.

INFORMATION ABOUT THE COMPANY

The Company is an investment holding company and the Group is principally engaged in the development and leasing of storage facilities and related management services in the PRC.

GENERAL

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, including, among others, those statements relating to the Exchange Offer and the Consent Solicitation 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 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 Company plans to issue the New Notes in exchange for Existing Notes validly submitted for exchange and accepted pursuant to the Exchange Offer on or about the Settlement Date. The distribution of the Exchange Offer and Consent Solicitation Memorandum is restricted by law in certain jurisdictions. Persons who come into possession of the Exchange Offer and Consent Solicitation Memorandum are required to inform themselves of and to observe any of these restrictions. The Exchange Offer and Consent Solicitation Memorandum does not constitute, and may not be used in connection with, an offer to buy Existing Notes or New Notes or a solicitation to sell Existing 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.

No assurance can be given that the Exchange Offer and the Consent Solicitation will be completed and the Company reserves the right, at its sole and absolute discretion, to extend, withdraw or terminate the Exchange Offer and the Consent Solicitation if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer and the Consent Solicitation.

Shareholders, holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Consent Solicitation are subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Consent Solicitation as set forth in the Exchange Offer and Consent Solicitation Memorandum and summarized in this announcement. No assurance can be given that the Exchange Offer and the Consent Solicitation will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Consent Solicitation with or without conditions. The Company may, at its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Consent Solicitation. As the Exchange Offer and the Consent Solicitation may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the shares of the Company or the Existing Notes.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"

the board of Directors of the Company;

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"Capitalized Interest"	accrued and unpaid interest on the Existing Notes validly
	tendered and accepted for exchange, from, and including,
	the last interest payment date up to but not including
	the Settlement Date, which will be payable in the form
	of New Notes as specified in the Exchange Offer and
	Consent Solicitation Memorandum;
"Clearing Systems"	Euroclear and/or Clearstream, and "Clearing System"
	means any one of them;
"Clearstream"	Clearstream Banking S.A.;
"Company"	China Logistics Property Holdings Co., Ltd, an
	exempted company incorporated with limited liability in
	the Cayman Islands, the shares of which are listed on the
	main board of the Stock Exchange;
"Consent Expiration Deadline"	4:00 p.m., London time, on September 17, 2019, unless
	extended, amended or earlier terminated in the sole
	discretion of the Company;
"Consent Fee"	US$0.50 for each US$1,000 principal amount of
	outstanding Existing Notes held by such holder, details
	of which are included in the section entitled "Consent
	Fee" in this announcement;
"Consent Solicitation"	the solicitation of consent of holders of the Existing
	Notes made by the Company upon the terms and subject
	to the conditions set forth in the Exchange Offer and
	Consent Solicitation Memorandum;
"Dealer Managers"	Morgan Stanley and UBS, as the dealer managers of the
	Exchange Offer;
"D.F. King"	D.F. King Ltd.;
"Director(s)"	the director(s) of the Company;
"Eligible Holders"	holders who are located outside the United States
	and hold the Existing Notes through Euroclear or
	Clearstream, or certain fiduciaries holding accounts
	for the benefit of persons outside the United States
	and holding the Existing Notes through Euroclear or
	Clearstream;

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"Euroclear"	Euroclear Bank SA/NV;
"Exchange Expiration Deadline"	4:00 p.m., London time, on September 17, 2019, unless
	extended, amended or earlier terminated in the sole
	discretion of the Company;
"Exchange Offer"	the offer to exchange the Existing Notes for the New
	Notes made by the Company upon the terms and subject
	to the conditions set forth in the Exchange Offer and
	Consent Solicitation Memorandum;
"Exchange Offer and Consent	the exchange offer and consent solicitation memorandum
Solicitation Memorandum"	dated September 5, 2019 in relation to the Exchange
	Offer and the Consent Solicitation;
"Exchange and Consent Website"	https://sites.dfkingltd.com/chinalogistics, the website
	set up by the Information and Exchange Agent for
	the purposes of hosting the documents relating to the
	Exchange Offer and the Consent Solicitation;
"Existing Notes"	the Company's outstanding US$300,000,000 8.0%
	Senior Notes due 2020 (ISIN: XS1655056890, Common
	Code: 165505689);
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Information and Exchange	D.F. King, the information and exchange agent for the
Agent"	Exchange Offer;
"Information and Tabulation	D.F. King, the information and tabulation agent for the
Agent"	Consent Solicitation;
"Morgan Stanley"	Morgan Stanley & Co. International plc;
"New Notes"	the US$ denominated senior notes due 2021 to be issued
	by the Company, to be exchanged in accordance with
	the Exchange Offer for those Existing Notes that are
	accepted for exchange by the Company;

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"PRC"	The People's Republic of China, excluding for the
	purpose of this announcement, Hong Kong, the Macao
	Special Administrative Region of the PRC, and Taiwan;
"Regulation S"	Regulation S under the U.S. Securities Act;
"Settlement Date"	the date of settlement which is expected to occur on or
	about September 25, 2019 unless the Exchange Offer and
	Consent Solicitation are extended or earlier terminated;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Supplemental Indenture"	the supplemental indenture to the Indenture giving effect
	to the Proposed Amendments
"UBS"	UBS AG Hong Kong Branch*;
"U.S." or "United States"	The United States of America;
"U.S. Securities Act"	the United States Securities Act of 1933, as amended;
'US$"	United States dollars, the lawful currency of the United
	States; and
"%"	per cent.

• UBS is incorporated in Switzerland with limited liability

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 5, 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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