china logistics property holdings co., ltd · letter from the board china logistics property...

338270 \ (China Logistics) \ 10/05/2017 \ M11

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

12 May 2017

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Logistics Property Holdings Co., Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

China Logistics Property Holdings Co., Ltd

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1589)

CONTINUING CONNECTED TRANSACTIONSAND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser tothe Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 16 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 17 of this circular. A letter from the Independent Financial Adviser, Hercules Capital, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 26 of this circular.

A notice convening the Extraordinary General Meeting of China Logistics Property Holdings Co., Ltd to be held at Aberdeen Room, 3/F, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Thursday, 8 June 2017 at 3:25 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting) is set out on pages 34 to 35 of this circular. A form of proxy for use at the Extraordinary General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cnlpholdings.com) respectively.

Whether or not you are able to attend the Extraordinary General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than 3:25 p.m. on Tuesday, 6 June 2017) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting or any adjournment thereon if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

LR14A.69(4)

LR14A.70(1)

LR13.51ALR14A.70(13)App1B(1)

— i —


CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. The Lease Framework Agreement and the Lease Agreements . . . . . . . . . . . . . . . . . . . . . . . 5

3. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4. Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

6. Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

— 1 —


DEFINITIONS

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

“2015 Yushuo Group Transactions”

the non-exempt continuing connected transactions between the Group and the Yushuo Group, as disclosed in the Prospectus

“Annual General Meeting”

the annual general meeting of the Company to be held at Aberdeen Room, 3/F, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Thursday, 8 June 2017 at 3:00 p.m.

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Board” the board of Directors

“Company” China Logistics Property Holdings Co., Ltd (中國物流資產控股有限公司), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange

“Continuing Connected Transactions”

the continuing connected transactions as contemplated under the Lease Framework Agreement, details of which are more particularly described in the paragraph headed “2. The Lease Framework Agreement and the Lease Agreements” in this circular

“Director(s)” the director(s) of the Company

“Extraordinary General Meeting” or “EGM”

an extraordinary general meeting of the Company to be held at Aberdeen Room, 3/F, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Thursday, 8 June 2017 at 3:25 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting), or any adjournment thereof, to consider and, if thought fit, approve the Continuing Connected Transactions and the proposed annual caps

“GFA” gross floor area

“Group” the Company and its subsidiaries from time to time

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Board Committee”

an independent committee of the Board comprising all independent non-executive Directors, namely Mr. Guo Jingbin, Mr. Fung Ching Simon, Mr. Wang Tianye, Mr. Leung Chi Ching Frederick and Mr. Chen Yaomin, established to advise the Independent Shareholders on the Continuing Connected Transactions and the proposed annual caps

— 2 —


DEFINITIONS

“Independent Financial Adviser” or “Hercules Capital”

Hercules Capital Limited (凱利融資有限公司), a licensed corporation to carry out type 6 (advising on corporate finance) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions and the proposed annual caps

“Independent Property Valuer” or “Colliers”

Colliers International (Hong Kong) Limited, an independent professional property valuer

“Independent Shareholders”

has the meaning ascribed to it under the Listing Rules, and in relation to the Company means the Shareholders other than Mr. Li and his associates

“Latest Practicable Date” 9 May 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Lease Framework Agreement”

the lease framework agreement dated 19 April 2017 entered into between the Company and Shanghai Yushuo Investment in respect of the leasing of certain premises by members of the Group to members of the Yushuo Group

“Lease Agreements” the lease agreements entered into between certain members of the Group and certain members of the Yushuo Group as contemplated under the Lease Framework Agreement

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules

“Mr. Li” Mr. Li Shifa (李士發), an executive Director, the chairman of the Board and a substantial shareholder

“PRC” the People’s Republic of China

“Premises” the six premises to be leased by relevant members of the Group to relevant members of the Yushuo Group pursuant to the Lease Framework Agreement

“Prospectus” the Company’s prospectus dated 30 June 2016

“RMB” Renminbi, the lawful currency of the PRC;

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

“Shanghai Yupei Express Logistics”

Shanghai Yupei Express Logistics Company Limited* (上海宇培速通物流有限公司), a limited liability company established under the laws of the PRC, an indirect wholly-owned subsidiary of Shanghai Yushuo Investment and thus an associate of Mr. Li and a connected person of the Company

— 3 —


DEFINITIONS

“Shanghai Yushuo Investment”

Shanghai Yushuo Investment Holdings Co., Ltd.* (上海宇碩投資控股有限公司), a limited liability company established under the laws of the PRC, which is owned by Mr. Li as to 90% and Ms. Ma Xiaocui, the spouse of Mr. Li, as to 10%, and thus an associate of Mr. Li and a connected person of the Company

“Share(s)” ordinary share(s) in the capital of the Company with nominal value of US$0.0000625 each and listed on the Main Board of the Stock Exchange

“Shareholder(s)” the holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“sq.m.” square metres

“subsidiaries” has the meaning ascribed thereto in the Listing Rules

“substantial shareholder” has the meaning ascribed to it under the Listing Rules

“Yupei International” Yupei International Investment Management Co., Ltd (宇培國際投資管理有限公司), a company incorporated in the British Virgin Islands with limited liability and which is a substantial shareholder and a connected person of the Company

“Yupei Supply Chain” Yupei Supply Chain Management Co., Ltd.* (宇培供應鏈管理有限公司), a limited liability company established under the laws of the PRC, a direct wholly-owned subsidiary of Shanghai Yushuo Investment and thus an associate of Mr. Li and a connected person of the Company

“Yushuo Group” Shanghai Yushuo Investment and its subsidiaries

“US$” the lawful currency of the United States of America

“%” per cent.

* The Chinese name of the entities incorporated in the PRC is the official name and the English name is the translation for

identification purpose only.

— 4 —


LETTER FROM THE BOARD



(Stock Code: 1589)

Executive Directors:Mr. Li Shifa (Chairman)Mr. Pan NaiyueMr. Zhang LongMr. Wu GuolinMs. Li HuifangMr. Chen Runfu

Non-Executive Directors:Mr. Ong Tiong SinMr. Liu XianggeMr. Wang YeyiMs. Li Qing

Independent Non-Executive Directors:Mr. Guo JingbinMr. Fung Ching SimonMr. Wang TianyeMr. Leung Chi Ching FrederickMr. Chen Yaomin

Registered Office:4th Floor, Harbour Place103 South Church StreetP.O. Box 10240Grand Cayman KY1-1002Cayman Islands

Principal Place of Business in Hong Kong:Unit 3213, Cosco Tower183 Queen’s Road CentralSheung WanHong Kong

12 May 2017

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONSAND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 19 April 2017 in relation to the Continuing Connected Transactions. On 19 April 2017, the Company entered into the Lease Framework Agreement with Shanghai Yushuo Investment, pursuant to which the Company and Shanghai Yushuo Investment agreed that relevant members of the Group and relevant members of the Yushuo Group shall further enter into the separate Lease Agreements in respect of the leasing of each of the Premises based on the pricing policy set out in the Lease Framework Agreement. The Continuing Connected Transactions will be subject to the proposed annual caps in respect of the years ending 31 December 2017, 2018 and 2019.

LR2.14

LR14A.69(1)LR14A.69(3)LR14A.70(2)

— 5 —



The purpose of this circular is to provide Shareholders with, among other things, (i) information on the Continuing Connected Transactions and the proposed annual caps; (ii) a letter from Hercules Capital (containing its advice to the Independent Board Committee and the Independent Shareholders on the Continuing Connected Transactions and the proposed annual caps); (iii) the recommendation of the Independent Board Committee to the Independent Shareholders; and (iv) a notice convening the EGM for considering and, if thought fit, approving the Continuing Connected Transactions and the proposed annual caps.

2. THE LEASE FRAMEWORK AGREEMENT AND THE LEASE AGREEMENTS

On 19 April 2017, the Company entered into the Lease Framework Agreement with Shanghai Yushuo Investment, pursuant to which the Company and Shanghai Yushuo Investment agreed that relevant members of the Group and relevant members of the Yushuo Group shall further enter into the separate Lease Agreements in respect of the leasing of each of the Premises based on the pricing policy as set out in the Lease Framework Agreement.

A. Principal terms of the Lease Framework Agreement

The principal terms of the Lease Framework Agreement are summarized as follows.

Date 19 April 2017

Parties (1) The Company; and

(2) Shanghai Yushuo Investment.

Term The Lease Framework Agreement is for a term of three years commencing from 19 April 2017 to 18 April 2020.

The parties to the agreement may extend the agreement for a further term of three years within two months before the expiry of the three-year term of the agreement, subject to compliance with the relevant requirements under the Listing Rules.

Subject The Lease Framework Agreement sets out a framework of the terms on which the Company has agreed to procure members of the Group to lease the Premises (including warehouse areas, office premises and canopy areas) to members of the Yushuo Group in relation to its business and operations. The relevant members of the Group shall further enter into separate agreements with the relevant members of the Yushuo Group in order to set out the specific terms and conditions of the leasing of the Premises.

— 6 —



Pricing Policy The pricing terms of each Lease Agreement shall be consistent with the following guidelines:

(i) the terms of the Lease Agreements shall be negotiated and agreed by the parties on an arm’s length basis;

(ii) the rentals under the Lease Agreements shall represent the prevailing market rentals of similar premises in neighboring areas based on available property rental market comparables, actual GFA of each of the leased Premises and the potential increase in the value of such Premises;

(iii) the service fees under the Lease Agreements shall be determined with reference to the nature and use of the relevant premises;

(iv) annual increments in rentals and service fees shall be determined by reference to the potential increase in the value of the Premises; and

(v) where property rental market comparables are not available, the pricing terms shall be determined on a fair and reasonable basis which is equivalent or comparable to those offered to or quoted by third parties independent of the Company for similar premises.

Renewal of the Lease Agreements

The parties agree that the Lease Agreements shall not be renewed unless and until the Company re-complies with the applicable requirements under the Listing Rules.

B. Principal terms of the Lease Agreements

The principal terms of the Lease Agreements are summarized as follows.

Date Each of the Lease Agreements is dated 19 April 2017.

Parties (1) A relevant member of the Group as the lessor; and

(2) A relevant member of the Yushuo Group, as the lessee,

as set forth in the section headed “C. Specific terms of the Lease Agreements” below.

Term The initial terms of the Lease Agreements range from two years to approximately two years and six and a half months, as set forth in the section headed “C. Specific terms of the Lease Agreements” below. All of the Lease Agreements will expire on a date earlier than 18 April 2020, i.e. the expiry date of the Lease Framework Agreement.

— 7 —



Rental and other outgoings

A monthly rental (exclusive of tax (other than value-added tax) and any other fees due to the PRC Government) is payable in advance. The monthly rental will be subject to a 3% increment after each 12-month period during the term of the relevant Lease Agreement (a “12-month Rental Cycle”). The monthly rental is halved in two consecutive months during each 12-month Rental Cycle, which in effect provides for a one-month rent-free period during each 12-month Rental Cycle.

A monthly service fee (inclusive of value-added tax) is payable in advance and subject to a 3% increment after each 12-month Rental Cycle.

Other charges arising from the actual usage of each of the Premises, including but not limited to utility charges (such as water, electricity, heating) and network communications fees, and such corresponding expenses to be contributed from occupiers, are to be borne by the relevant member of the Yushuo Goup as the lessee under the relevant Lease Agreement.

In the event that adjustment is made to the tax policies in the PRC during the term of the relevant Lease Agreement, parties to a Lease Agreement agree to adjust the rental and service fees accordingly, on the basis that the base rental or service fee amount that is exclusive of value-added tax will not be altered.

An upfront rental deposit is payable and may be returned upon the expiration of the lease, subject to any forfeiture or deduction by the lessor as a result of default on the part of the lessee.

Renewal The lessee is required to serve a written notice to the relevant lessor at least six months prior to the expiration of the relevant Lease Agreement expressing its intention to renew the lease. A renewed lease agreement shall be on the exact same terms as the expired Lease Agreement except that the renewed lease agreement shall be for a term of 12 months and the rental under the renewed lease agreement may be determined in accordance with market conditions, but in any event shall not be less than the pre-existing rental.

C. Specific terms of the Lease Agreements

Sets forth below are the specific terms of each of the Lease Agreements.

(i) Lease Agreement with Beijing Linhaitan Trading Company Limited*

Parties (1) Beijing Linhaitan Trading Company Limited* (北京林海灘商貿有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and

(2) Yupei Supply Chain (a wholly-owned subsidiary of Shanghai Yushuo Investment), as the lessee.

Term Commencing from 16 June 2017 to 31 December 2019.

— 8 —



Subject premises Warehouse No. 4, 1/F, #6, No. 9 One Yongle South Street, Beijing, the PRC.

GFA 11,811.39 sq.m., comprising a warehouse area of 9,445.57 sq.m., office area of 521.57 sq.m. and a canopy area of 1,844.25 sq.m..


Starting monthly rental

Starting service fee Rental deposit

RMB28.29 per sq.m. per month (inclusive of 5% value-added tax)


RMB355,404.72

Use of Premises Warehouse storage, office use, logistics purposes and related operations.

(ii) Lease Agreement with Wuhan Yupei Warehousing Company Limited*

Parties (1) Wuhan Yupei Warehousing Company Limited* (武漢宇培倉儲有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and


Term Commencing from 1 October 2017 to 31 December 2019.

Subject premises Unit C, Warehouse No. W1, Wujin Road West Side, Jinhe North Road North Side, Shamao Town, Hannan District, Wuhan, the PRC, and the ancillary canopy area and ancillary area.

GFA 5,439.93 sq.m., comprising a warehouse area of 4,888.68 sq.m., a canopy area of 173.25 sq.m., and an office area of 378.00 sq.m..






RMB110,702.57


— 9 —



(iii) Lease Agreement with Zhengzhou Yupei Warehousing Company Limited*

Parties (1) Zhengzhou Yupei Warehousing Company Limited* (鄭州宇培倉儲有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and



Subject premises Warehouse No. 1, W1-1-A Zhengzhou Yupei Warehousing Company Limited, North-east Xida Road (Litong Road), International Logistics Park, Zhengzhou, the PRC.

GFA 4,951.20 sq.m., comprising a warehouse area of 4,248.80 sq.m., an office area of 134.80 sq.m. and a canopy area of 567.60 sq.m..






RMB127,889.50


(iv) Lease Agreement with Huizhou Yuanwang Technology Industry Park Development Company Limited*

Parties (1) Huizhou Yuanwang Technology Industry Park Development Company Limited* (惠州遠望科技產業園開發有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and


Term Commencing from 1 January 2018 to 31 December 2019.

Subject premises Unit A, Warehouse No. 5, the 116km interval of Guangshan Highway, Luoyang Town, Boluo County, Huizhou, the PRC.


— 10 —








RMB151,645.25


(v) Lease Agreement with Suzhou Yupei Warehousing Company Limited*

Parties (1) Suzhou Yupei Warehousing Company Limited* (蘇州宇培倉儲有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and

(2) Shanghai Yupei Express Logistics (a wholly-owned subsidiary of Shanghai Yushuo Investment), as the lessee.


Subject premises Unit D, Warehouse No. 1, 1/F, No. 515 Cuiwei East Road, Zhoushi Town, Kunshan City, Jiangsu, the PRC.







RMB328,762.37


(vi) Lease Agreement with Chengdu Shengbao Steel Structure Company Limited*

Parties (1) Chengdu Shengbao Steel Structure Company Limited* (成都聖寶鋼結構有限公司) (a wholly-owned subsidiary of the Company) as the lessor; and


— 11 —



Term Commencing from 1 July 2017 to 31 December 2019.

Subject premises Part of Unit C, Warehouse No. 4, 9 Minsheng Road, Qingbaijiang District, Chengdu, the PRC.

GFA 5,576.49 sq.m.






RMB254,287.94


D. Historical Figures

There have not been any leasing transactions between the Group and the Yushuo Group in respect of the Premises historically.

E. Proposed Annual Caps

The Board proposes that the below annual caps be set for the lease transactions contemplated under the Lease Framework Agreement in respect of the years ending 31 December 2017, 2018 and 2019.

For the year ending 31 December2017 2018 2019

(RMB’000)

Annual cap 6,120 14,871 15,316

The monthly rental and service fees of each of the Premises have been arrived at after arm’s length negotiations. Such rentals and service fees and therefore the proposed annual caps for the years ending 31 December 2017, 2018 and 2019 (being the aggregate rentals and service fees payable to the Group by relevant members of the Yushuo Group under the respective Lease Agreements for the Premises in each year, respectively) have been determined by the Company with reference to (i) the prevailing market rentals of the Premises according to the fair rent letter issued by the Independent Property Valuer; (ii) the management services associated with the Premises; and (iii) the conditions of the Premises including but not limited to, the actual GFA, potential increase in market value, nature and use of each of the Premises, location, floor level, neighboring area and facilities available.

The Independent Property Valuer has assessed the market rentals of the Premises as at 12 April 2017 and issued the fair rent letter on 18 April 2017. In determining the market rentals, the Independent Property Valuer has taken into consideration aspects including (i) the current market conditions; (ii) the comparable rentals of similar properties in the vicinity of each of the Premises; and

LR14A.70(5)

— 12 —



(iii) the rental that can be agreed under normal commercial terms of tenancy agreements under arm’s length transactions, after a normal marketing period without compulsion. The Independent Property Valuer is of the opinion that the commercial terms, including the rentals, the 3% rental increment after each 12-month Rental Cycle and halved monthly rental in two months during each 12-month Rental Cycle under each of the Lease Agreements are fair and reasonable and consistent with and comparable to the prevailing market levels for similar premises in similar locations.

F. Internal Control Measures

In order to ensure that the pricing policy in the Lease Framework Agreement is adhered to, the Company will adopt the following internal control measures:

(i) upon obtaining the approval by the Independent Shareholders on the Continuing Connected Transactions and the proposed annual caps, the financial and compliance departments and relevant personnel of the Company shall ensure that the Continuing Connected Transactions will strictly adhere to the pricing policies and terms and conditions set out therein;

(ii) the financial department and relevant personnel of the Company shall be responsible for continuously monitoring, collecting and reviewing the pricing terms and actual transaction amounts under each of the Lease Agreements. It is responsible for collecting the total transaction amounts with respect to the Continuing Connected Transactions on a monthly basis. The marketing and leasing department and the internal audit department and relevant personnel of the Company shall monitor the Continuing Connected Transactions and ensure all transactions contemplated under the Lease Framework Agreement are entered into on normal commercial terms or better, are fair and reasonable, and are carried out pursuant to the terms of the Lease Framework Agreement.

(iii) the independent non-executive Directors will review the Continuing Connected Transactions to be entered into pursuant to the Lease Framework Agreement to ensure all such transactions are entered into on normal commercial terms or better, on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and are carried out in accordance with the terms of the Lease Framework Agreement; and

(iv) the auditor of the Company will also conduct an annual review on the pricing and annual cap of the Continuing Connected Transactions to be entered into pursuant to the Lease Framework Agreement.

The engagement of designated departments, responsible officers and a clear approval process and monitoring system are hallmarks of an established internal control system. The Directors (including the independent non-executive Directors) are of the view that the above measures and procedures can ensure that the lease transactions contemplated under the Lease Framework Agreement will be conducted on normal commercial terms, on terms that are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

— 13 —



G. Reasons and Benefits of Entering into the Lease Framework Agreement

The Group operates the business of developing, leasing and managing logistics facilities, among which includes the provision of warehouse space. On the other hand, members of the Yushuo Group operates business which require warehouse space and office premises to facilitate their operations, namely the storage and sorting of trade commodities, and for logistics purposes and office use. As such, the Directors are of the view that the leasing of the Premises to members of the Yushuo Group is in line with the Group’s business of leasing and managing logistics facilities, and it is beneficial to the Group to lease the Premises to members of the Yushuo Group at prevailing market rates. Accordingly, the Company and Shanghai Yushuo Investment entered into the Lease Framework Agreement to set out a framework of the terms to govern the Lease Agreements.

The Lease Agreements were entered into on an arm’s length basis. In the course of assessing whether the terms and conditions under the Lease Agreements are no less favorable than the terms and conditions offered by an independent third party, the Directors compared the terms and conditions under each of the Lease Agreements with other tenancy agreements entered into by the Group with independent third parties. The Board reviewed 23 leases entered into between the Group and independent third parties with different terms covering the period from August 2014 to April 2024, and among such leases seven of which had terms commencing from January 2016, to consider and compare the terms and conditions, such as the charges payable in addition to the rental, the increment in rental and service fees after each 12-month Rental Cycle, the availability of the halved monthly rental in two months during each 12-month Rental Cycle, the lessee’s obligations, restrictions and prohibitions imposed on the Premises, of the Lease Agreements with lease agreements entered into with independent third parties for premises of similar usage, size and nearby geographic locations. The Board is of the opinion that the terms and conditions under the Lease Agreements are on normal commercial terms. All the terms and conditions have been revealed to and considered by the Independent Property Valuer during the course of valuation.

On 19 April 2017, the Board passed resolutions to approve the entering into of the Lease Framework Agreement, the Lease Agreements, the Continuing Connected Transactions and the proposed annual caps. None of the Directors has any material interest in the Continuing Connected Transactions or the proposed annual caps or was required to abstain from voting on the Board resolutions in relation to the Continuing Connected Transactions and the proposed annual caps except for Mr. Li. Mr. Li is an executive Director and through his interest in Yupei International, is a substantial shareholder of the Company. Mr. Li and his spouse owns 90% and 10% of the equity interest of Shanghai Yushuo Investment, respectively. Accordingly, Mr. Li has abstained from voting on the Board resolutions in respect of the Lease Framework Agreement, the Lease Agreements, the Continuing Connected Transactions and the proposed annual caps.

LR14A.69(1)

LR14A.70(11)

— 14 —



H. Information of the Parties

The Company is an investment holding company and the Group (including certain members of the Group who are parties to the Lease Agreements) is principally engaged in the development and leasing of storage facilities and related management services in the PRC.

Shanghai Yushuo Investment is owned by Mr. Li as to 90% and his spouse as to 10% and is an investment holding company. Its subsidiaries are engaged in businesses including e-commerce and logistics.

Shanghai Yupei Express Logistics is an indirect wholly-owned subsidiary of Shanghai Yushuo Investment and operates a cold chain logistics network for transportation of goods such as agricultural produce and imported food.

Yupei Supply Chain is a wholly-owned subsidiary of Shanghai Yushuo Investment. It is engaged in the online sales of groceries and daily necessities and the provision of ancillary storage and transportation services through its logistics network.

I. Listing Rules Implications

Mr. Li, being an executive Director and a substantial shareholder (by virtue of his interest in Yupei International), is a connected person of the Company under Rule 14A.07 of the Listing Rules. Shanghai Yushuo Investment is owned by Mr. Li as to 90% and his spouse as to 10% and is therefore an associate of Mr. Li and hence a connected person of the Company. Yupei Supply Chain and Shanghai Yupei Express Logistics is each a wholly-owned subsidiary of Shanghai Yushuo Investment and are therefore associates of Mr. Li and connected persons of the Company. Accordingly, the transactions between the Group and the Yushuo Group constitute continuing connected transactions of the Company under the Listing Rules.

Reference is made to the Prospectus in relation to the 2015 Yushuo Group Transactions. As disclosed in the Prospectus, relevant members of the Group (as lessors), entered into property leasing transactions with certain members of the Yushuo Group (as lessees). At the time of the listing of the Shares on the Stock Exchange in July 2016, the Stock Exchange granted a waiver to the Company from strict compliance with the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the 2015 Yushuo Group Transactions. Accordingly, while Yupei Supply Chain and Shanghai Yupei Express Logistics are both members of the Yushuo Group, the transactions as contemplated under the Lease Framework Agreement and the Lease Agreements with Yupei Supply Chain and Shanghai Yupei Express Logistics will not be aggregated with the 2015 Yushuo Group Transactions pursuant to Chapter 14A of the Listing Rules.

Since one of the relevant percentage ratios under the Listing Rules in respect of the Continuing Connected Transactions is expected to be more than 5% on an annual basis, the Continuing Connected Transactions are subject to the annual reporting, annual review, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

LR14A.70(3), (4)

LR2.17(1)LR14A.70(3)LR14A.70(4)

— 15 —



3. EXTRAORDINARY GENERAL MEETING

The notice convening the EGM to be held at Aberdeen Room, 3/F, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Thursday, 8 June 2017 at 3:25 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting) is set out on pages 34 to 35 of this circular. At the EGM, a resolution will be proposed to approve the Continuing Connected Transactions and the proposed annual caps.

As at the Latest Practicable Date, Yupei International holds approximately 26.73% of the total issued share capital of the Company. Yupei International is owned as to 90% by Lee International Investment Management Co., Ltd, which is in turn wholly-owned by Mr. Li. In accordance with the Listing Rules, Mr. Li and his associates, including Yupei International, will abstain from voting at the EGM on the ordinary resolution to approve the Continuing Connected Transactions and the proposed annual caps.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cnlpholdings.com). Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. not later than 3:25 p.m. on Tuesday, 6 June 2017) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereon if you so wish and in such event, your proxy form shall be deemed to be revoked.

4. VOTING BY WAY OF POLL

Under the Listing Rules, the Continuing Connected Transactions and the proposed annual caps are subject to the approval of the Independent Shareholders. Any connected person who is a Shareholder and has a material interest in the Continuing Connected Transactions, and any other Shareholder with a material interest in the Continuing Connected Transactions and their respective associates (as defined in the Listing Rules), shall abstain from voting on the resolution to approve the Continuing Connected Transactions and the proposed annual caps. Accordingly, Mr. Li and his associates, including Yupei International, will be required to abstain from voting on the ordinary resolution to approve the Continuing Connected Transactions and the proposed annual caps at the EGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except for those resolution relating purely to procedural or administrative matter which may be voted on by a show of hands. Accordingly, the proposed resolution will be put to vote by way of poll at the EGM. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

LR14A.70(12)

LR2.17(1)

— 16 —



5. RECOMMENDATION

Hercules Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions and the proposed annual caps. Hercules Capital considers that the Continuing Connected Transactions have been entered into in the ordinary and usual course of business of the Group, are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the proposed annual caps are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, Hercules Capital advises the Independent Shareholders, as well as the Independent Board Committee to recommend the Independent Shareholders, to vote in favor of the ordinary resolution to be proposed at the EGM. The text of the letter from Hercules Capital containing its advice and the principal factors and reasons it has taken into consideration in arriving at its advice is set out on pages 18 to 26 of this circular.

The Independent Board Committee, having taken into account the fair rent letter issued by Colliers and the advice of Hercules Capital, considers that the Continuing Connected Transactions have been entered into in the ordinary and usual course of business of the Group, are on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and its Shareholders as a whole, and that the proposed annual caps are fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and its Shareholders as a whole. Accordingly, the Independent Board Committee recommends that Independent Shareholders vote in favor of the ordinary resolution to be proposed at the EGM to approve the Continuing Connected Transactions and the proposed annual caps, as detailed in the notice of the EGM set out on pages 34 to 35 of this circular. The text of the letter from the Independent Board Committee is set out on page 17 of this circular.

The Directors (including the independent non-executive Directors) are of the view that the Continuing Connected Transactions will be entered into in the ordinary and usual course of business of the Group, are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Directors (including the independent non-executive Directors) are of the view that the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM to approve the Continuing Connected Transactions and the proposed annual caps.

6. FURTHER INFORMATION

Your attention is drawn to the letter from the Independent Board Committee to the Independent Shareholders set out on page 17 of this circular, and the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions and the proposed annual caps set out on pages 18 to 26 of this circular.

Your attention is also drawn to the general information set out in the Appendix to this circular.

Yours faithfully,By Order of the Board

China Logistics Property Holdings Co., LtdLi Shifa

Chairman

— 17 —


LETTER FROM THE INDEPENDENT BOARD COMMITTEE



(Stock Code: 1589)

12 May 2017

To the Independent Shareholders

Dear Sir or Madam,

We refer to the circular of the Company to the Shareholders dated 12 May 2017 (the “Circular”) of which this letter forms part. Terms used herein shall have the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the Continuing Connected Transactions are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole and whether the proposed annual caps are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

Hercules Capital has been appointed by the Company as the independent financial adviser to advise us and the Independent Shareholders in respect of the Continuing Connected Transactions and the proposed annual caps.

We wish to draw your attention to the letter from the Board set out on pages 4 to 16 of the Circular which contains, among others, information on the Continuing Connected Transactions and the proposed annual caps, as well as the letter from the Independent Financial Adviser set out on pages 18 to 26 of the Circular which contains its advice and recommendations in respect of the Continuing Connected Transactions and the proposed annual caps and the principal factors and reasons taken into consideration for its advice and recommendations.

Having taken into account the fair rent letter issued by Colliers and the advice of Hercules Capital, we consider that the Continuing Connected Transactions have been entered into in the ordinary and usual course of business of the Group, are on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole, and that the proposed annual caps are fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and its Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM.

Yours faithfully,Independent Board Committee

Guo Jingbin Fung Ching Simon Wang Tianye Leung Chi Ching Frederick

Chen Yaomin

Independentnon-executive

Director


Director


Director


Director


Director

LR14A.70(6)

— 18 —


LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions prepared for the purpose of inclusion in this circular.

1503 Ruttonjee House11 Duddell StreetCentralHong Kong

12 May 2017

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions contemplated under the Lease Framework Agreement and the proposed annual caps thereof, details of which are set out in the Letter from the Board contained in the circular dated 12 May 2017 to the Shareholders (the “Circular”), of which this letter forms part. Capitalized terms used in this letter have the same meanings as defined elsewhere in the Circular unless the context otherwise requires.

On 19 April 2017, the Company entered into the Lease Framework Agreement with Shanghai Yushuo Investment, pursuant to which the Company and Shanghai Yushuo Investment agreed that relevant members of the Group and relevant members of the Yushuo Group shall further enter into the separate Lease Agreements in respect of the leasing of each of the Premises by the Group to the Yushuo Group based on the pricing policy set out in the Lease Framework Agreement.

Mr. Li, being an executive Director and a substantial Shareholder (by virtue of his interest in Yupei International which holds approximately 26.73% of the total issued share capital of the Company), is a connected person of the Company under Rule 14A.07 of the Listing Rules. As at the Latest Practicable Date, Shanghai Yushuo Investment was owned as to 90% by Mr. Li and 10% by the spouse of Mr. Li, and was therefore an associate of Mr. Li and a connected person of the Company. Accordingly, the transactions between the Group and the Yushuo Group constitute continuing connected transactions of the Company under the Listing Rules. Since one of the relevant percentage ratios under the Listing Rules in respect of the Continuing Connected Transactions is more than 5% on an annual basis, the Continuing Connected Transactions are subject to the annual reporting, annual review, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The EGM will be convened to consider and, if thought fit, to approve, by way of poll, the Continuing Connected Transactions and the proposed annual caps thereof by the Independent Shareholders. As at the Latest Practicable Date, Yupei International, a company owned as to 90% by Lee International Investment Management Co., Ltd, which in turn was wholly-owned by Mr. Li, held approximately 26.73% of the total issued share capital of the Company. Mr. Li and his associates, including Yupei International, will abstain from voting at the EGM on the ordinary resolution to approve the Continuing Connected Transactions and the proposed annual caps at the EGM.

— 19 —



The Independent Board Committee, comprising Mr. Guo Jingbin, Mr. Fung Ching Simon, Mr. Wang Tianye, Mr. Leung Chi Ching Frederick and Mr. Chen Yaomin, all are independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the terms of the transactions contemplated under the Lease Framework Agreement are fair and reasonable, such transactions are on normal commercial terms and in the ordinary and usual course of business of the Group, and, including the proposed annual caps, are in the interests of the Company and Shareholders as a whole. We, Hercules Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the terms of the Lease Framework Agreement and how to vote on the resolution to be proposed at the EGM.

We are not associated with the Group and its associates and do not have any shareholding in any member of the Group or right (whether legally enforceable or not) to subscribe for, or to nominate persons to subscribe for, securities in any member of the Group. We have not acted as a financial adviser or an independent financial adviser to the Company and its associates in the past two years. Apart from normal professional fees payable to us in connection with this appointment, no arrangements exist whereby we will receive any fee or benefit from the Group and its associates. We were not aware of any relationship or interest between us and the Company or any other parties that could be reasonably regarded as a hindrance to our independence as defined under Rule 13.84 of the Listing Rules to act as an independent financial adviser to the Independent Board Committee and the Independent Shareholders.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information and representations supplied, and the opinions expressed, by the Directors and management of the Company and have assumed that such information and statements, and representations made to us or referred to in the Circular are true, accurate and complete in all material respects as of the date hereof and will continue as such at the date of the EGM. The Directors have collectively and individually accepted full responsibility for the Circular, including particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group and having made all reasonable enquiries have confirmed that, to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular misleading.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have no reasons to suspect that any material information has been withheld by the Directors or management of the Company, or is misleading, untrue or inaccurate, and consider that they may be relied upon in formulating our opinion. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the businesses or affairs or future prospects of the Group and the related subjects of, and parties to, the Lease Framework Agreement and the Lease Agreements. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

— 20 —



PRINCIPAL FACTORS AND REASONS CONSIDERED

The principal factors and reasons that we have taken into consideration in assessing the Continuing Connected Transactions and arriving at our opinion are set out as follows:

1. Background and reasons for the Continuing Connected Transactions

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

Shanghai Yushuo Investment is an investment holding company. Its subsidiaries are engaged in businesses including e-commerce and logistics. Shanghai Yupei Express Logistics, an indirect wholly-owned subsidiary of Shanghai Yushuo Investment, operates a cold chain logistics network for transportation of goods such as agricultural produce and imported food and Yupei Supply Chain, a wholly-owned subsidiary of Shanghai Yushuo Investment, is principally engaged in the online sales of groceries and daily necessities and the provision of ancillary storage and transportation services through its logistics network.

Having considered that (i) leasing of storage facilities and provision of related management services are core businesses and major sources of income of the Group; (ii) members of the Yushuo Group operate business which require warehouse space and office premises to facilitate their operations, namely the storage and sorting of trade commodities, and for logistics purposes and office use; and (iii) the Continuing Connected Transactions shall contribute a stable and reliable income to the Group, we consider that the Continuing Connected Transactions are commercial transactions conducted in the ordinary and usual course of business of the Group and it is reasonable and in the interest of the Company and Shareholders as a whole to conduct the Continuing Connected Transactions.

2. Principal Terms of the Continuing Connected Transactions

The Lease Framework Agreement sets out a framework of the terms on which the Company has agreed to procure members of the Group to lease the Premises (including warehouse areas, office premises and canopy areas) to members of the Yushuo Group in relation to its business and operations. The Lease Framework Agreement is for a term of three years commencing from 19 April 2017 to 18 April 2020. The parties to the agreement may extend the agreement for a further term of three years within two months before the expiry of the three-year term of the agreement, subject to compliance with the relevant requirements under the Listing Rules.

According to the Lease Framework Agreement, the pricing terms of each Lease Agreement shall be consistent with the following guidelines:

(i) the terms of the Lease Agreements shall be negotiated and agreed by the parties on an arm’s length basis;

(ii) the rentals under the Lease Agreements shall represent the prevailing market rentals of similar premises in neighboring areas based on available property rental market comparables, actual GFA of each of the leased premises and the potential increase in the value of such premises;

(iii) the service fees under the Lease Agreements shall be determined with reference to the nature and use of the relevant premises;

— 21 —



(iv) annual increments in rentals and service fees shall be determined by reference to the potential increase in the value of the Premises; and

(v) where property rental market comparables are not available, the pricing terms shall be determined on a fair and reasonable basis which is equivalent or comparable to those offered to or quoted by third parties independent of the Company for similar premises.

We noted that the Group has entered into six separate Lease Agreements with members of the Yushuo Group based on the pricing policy set out in the Lease Framework Agreement for the leasing of the Premises located at (i) Warehouse No. 4, 1/F, #6, No. 9 One Yongle South Street, Beijing, the PRC; (ii) Unit C, Warehouse No. W1, Wujin Road West Side, Jinhe North Road North Side, Shamao Town, Hannan District, Wuhan, the PRC, and the ancillary canopy area and ancillary area; (iii) Warehouse No. 1, W1-1-A Zhengzhou Yupei Warehousing Company Limited, North-east Xida Road (Litong Road), International Logistics Park, Zhengzhou, the PRC; (iv) Unit A, Warehouse No. 5, the 116km interval of Guangshan Highway, Luoyang Town, Boluo County, Huizhou, the PRC; (v) Unit D, Warehouse No. 1, 1/F, No. 515 Cuiwei East Road, Zhoushi Town, Kunshan City, Jiangsu, the PRC; and (vi) Part of Unit C, Warehouse No. 4, 9 Minsheng Road, Qingbaijiang District, Chengdu, the PRC respectively, details of which are set out in the Letter from the Board in the Circular. The initial terms of the Lease Agreements range from two years to approximately two years and six and a half months and all of the Lease Agreements will expire on a date earlier than 18 April 2020, i.e. the expiry date of the Lease Framework Agreement.

A monthly rental (exclusive of tax (other than value-added tax) and any other fees due to the PRC Government) is payable in advance. The monthly rental will be subject to a 3% increment after each 12-month period during the term of the relevant Lease Agreement (a “12-month Rental Cycle”). The monthly rental is halved in two consecutive months during each 12-month Rental Cycle, which in effect provides for a one-month rent-free period during each 12-month Rental Cycle. An upfront rental deposit is payable and may be returned upon the expiration of the lease, subject to any forfeiture or deduction by the lessor as a result of default on the part of the lessee. A monthly service fee (inclusive of value-added tax) is payable in advance and subject to a 3% increment after each 12-month Rental Cycle. In the event that adjustment is made to the tax policies in the PRC during the term of the relevant Lease Agreement, parties to a Lease Agreement agree to adjust the rental and service fees accordingly, on the basis that the base rental or service fee amount that is exclusive of value-added tax will not be altered. Other charges arising from the actual usage of each of the Premises, including but not limited to utility charges (such as water, electricity, heating) and network communications fees, and such corresponding expenses to be contributed from occupiers, are to be borne by the relevant member of the Yushuo Group as the lessee under the relevant Lease Agreement.

Management of the Company confirmed us that the monthly rental and service fees of each of the Premises under the Lease Agreements have been arrived at after arm’s length negotiations with reference to (i) the prevailing market rentals of the Premises according to the fair rent letter issued by the Independent Property Valuer; (ii) the management services associated with the Premises; and (iii) the conditions of the Premises including but not limited to, the actual GFA, potential increase in market value, nature and use of each of the Premises, location, floor level, neighboring area and facilities available.

We noted that the Group has engaged Colliers, an independent professional property valuer, to assess the market rentals of the subject properties of the Lease Agreements. According to the fair rent letter dated 18 April 2017, Colliers is of the opinion that the commercial terms, including the rentals, the 3% rental increment after each 12-month Rental Cycle and halved monthly rental in two months during each 12-month Rental Cycle under each of the Lease Agreements are fair and reasonable and consistent with and comparable to the prevailing market levels for similar premises in similar locations.

— 22 —



We have performed work as required under Note 1(d) to Rule 13.80 of the Listing Rules in respect of the rental assessment of the Premises, including discussing with Colliers as to its experiences in market rental assessment for similar properties in the PRC and its relationship with the Group and other parties to the Lease Framework Agreement, and reviewing the terms of Colliers’ engagement for the rental assessment, in particular to its scope of work. We noted that its scope of work was appropriate for it to form the opinion required to be given and there were no limitations on the scope of work which might adversely impact the degree of assurance given by Colliers in the fair rent letter. Colliers confirmed us that apart from normal professional fees payable to it in connection with those valuation appointments, no arrangements exist whereby it will receive any fee or benefit from the Group and its associates. Colliers also confirmed us that it was not aware of any relationship or interest between it and the Company or any other parties that could be reasonably regarded as a hindrance to its independence to act as an independent valuer for the Company.

We have reviewed the fair rent letter in respect of the Premises prepared by Colliers and discussed with Colliers the methodology, basis and assumptions adopted in arriving at the market rental of the Premises as at 12 April 2017. We noted that in determination of the market rentals, Colliers has examined the passing rentals by considering the current market condition, the comparable rentals of similar properties in the nearby vicinity, and the existing rental that can be achieved under normal commercial terms of tenancy agreement under arm’s length transactions after normal marketing period without compulsion. We have discussed with Colliers the selection criteria of, and reviewed, the comparable transactions used by Colliers for assessing the market rental of the Premises and noted that all the comparable transactions are of similar nature and located in vicinity of the relevant Premises. As such, we consider that the comparable transactions used in assessing the market rental of the Premises are reasonable and comparable to the Premises. Given the nature of use and other particulars of the Premises, Colliers considers that the comparison approach was the most appropriate valuation method in arriving at the market rental of the Premises. Moreover, Colliers advised us that such approach was in compliance with the standards and guidelines set out in The HKIS Valuation Standards on Properties (2012 Edition) issued by the Hong Kong Institute of Surveyors and in compliance with the requirements as set out in Chapter 5 and Practice Note 12 of the Listing Rules. We also understand from Colliers that it had carried out on-site inspections and made relevant enquiries and searches for the purpose of the valuations and no irregularities were noted during the course of the rental assessment.

Given the valuation methodology applied by Colliers is one of the generally accepted valuation procedures and practices of professional surveyors and is in compliance with the standards published by the Hong Kong Institute of Surveyors, we consider that the methodology and basis for determining the market rental of the Premises adopted by Colliers is appropriate.

We have also reviewed and compared the terms of the Lease Agreements with those of the tenancy agreements entered into between the Group and independent third parties in respect of similar properties, which we considered are fair and representative, and noted that the major terms such as rentals, service fees and rental deposit offered to the Yushuo Group are in general similar and comparable to those for the independent third parties and no less favorable to the Group than the terms offered to independent third parties.

Having considered the abovementioned factors, we consider that the terms of the Lease Framework Agreements are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned.

— 23 —



3. Annual Caps for the Continuing Connected Transactions

There have not been any leasing transactions between the Group and the Yushuo Group in respect of the Premises historically.

The Company proposes that the below annual caps be set for the lease transactions contemplated under the Lease Framework Agreement in respect of the years ending 31 December 2017, 2018 and 2019.

Proposed Annual CapsFor the year ending 31 December

2017 2018 2019RMB’000 RMB’000 RMB’000

Proposed annual cap 6,120 14,871 15,316

The proposed annual caps represent the aggregate rentals and service fees payable to the Group by relevant members of the Yushuo Group under the respective Lease Agreements for the Premises in each of the years ending 31 December 2017, 2018 and 2019 respectively.

— 24 —



We have reviewed the terms of the Lease Agreements and the calculation of the annual caps and noted that the annual caps were properly compiled and prepared in accordance with the terms of the Lease Agreements. Detailed breakdown of rentals and service fees payable to the Group by relevant members of the Yushuo Group under the respective Lease Agreements are shown below:

Rentals and Service Feesfor the year ending 31 December

2017 2018 2019RMB’000 RMB’000 RMB’000

Lease Agreements

(a) Lease Agreement with Beijing Linhaitan Trading Company Limited* 1,976 3,990 4,109

(b) Lease Agreement with Wuhan Yupei Warehousing Company Limited* 332 1,241 1,278

(c) Lease Agreement with Zhengzhou Yupei Warehousing Company Limited* 712 1,437 1,480

(d) Lease Agreement with Huizhou Yuanwang Technology Industry Park Development Company Limited* — 1,678 1,728

(e) Lease Agreement with Suzhou Yupei Warehousing Company Limited* 1,818 3,680 3,791

(f) Lease Agreement with Chengdu Shengbao Steel Structure Company Limited* 1,282 2,845 2,930

Total 6,120 14,871 15,316

Based on the above, we consider that the annual caps proposed by the Directors are fair and reasonable and in the interests of the Company and Shareholders as a whole.

— 25 —



4. Internal Control Measures

According to Rule 14A.55 to Rule 14A.59 of the Listing Rules, the Continuing Connected Transactions under the Lease Framework Agreement are subject to certain review requirements, in particular:

(a) the independent non-executive Directors must review the Continuing Connected Transactions every year and confirm in the annual report of the Company whether such transactions have been entered into:

(i) in the ordinary and usual course of business of the Group;

(ii) on normal commercial terms or better; and

(iii) according to the Lease Framework Agreement on terms that are fair and reasonable and in the interests of the Shareholders as a whole;

(b) the Company must engage its auditors to report on the Continuing Connected Transactions every year. The auditors must provide a letter to the Board, and the Stock Exchange at least 10 business days before the bulk printing of the Company’s annual report, confirming whether anything has come to their attention that causes them to believe that the Continuing Connected Transactions:

(i) have not been approved by the listed issuer’s board of directors;

(ii) were not, in all material respects, in accordance with the pricing policies of the Group;

(iii) were not entered into, in all material respects, in accordance with the Lease Framework Agreement; and

(iv) have exceeded the annual caps; and

(c) the Company must promptly notify the Stock Exchange and publish an announcement if the independent non-executive Directors and/or the auditors cannot confirm the matters in (a) and/or (b) above. The Stock Exchange may require the Company to re-comply with the announcement and shareholders’ approval requirements and may impose additional conditions.

In addition, as disclosed in the announcement of the Company dated 19 April 2017, the Company is committed to adopt the following internal control measures to ensure the pricing policy in the Lease Framework Agreement is adhered to:

(a) upon obtaining the approval by the Independent Shareholders on the Continuing Connected Transactions and the proposed annual caps, the financial and compliance departments and relevant personnel of the Company shall ensure that the Continuing Connected Transactions will strictly adhere to the pricing policies and terms and conditions set out therein; and

(b) the financial department and relevant personnel of the Company shall be responsible for continuously monitoring, collecting and reviewing the pricing terms and actual transaction amounts under each of the Lease Agreements. It is responsible for collecting the total transaction amounts with respect to the Continuing Connected Transactions on a monthly basis. The

— 26 —



marketing and leasing department and the internal audit department and relevant personnel of the Company shall monitor the Continuing Connected Transactions and ensure all transactions contemplated under the Lease Framework Agreement are entered into on normal commercial terms or better, are fair and reasonable, and are carried out pursuant to the terms of the Lease Framework Agreement.

Given there are adequate measures in place to monitor the Continuing Connected Transactions by different departments of the Group, we are satisfied that the abovementioned internal control measures can ensure the pricing policy of the Lease Framework Agreement would be adhered to. Meanwhile, we noted from the annual report of the Company for the year ended 31 December 2016 that the independent non-executive Directors have confirmed that other continuing connected transactions similar to the Continuing Connected Transactions conducted by the Group for the year ended 31 December 2016 were entered into by the Group (i) in the ordinary and usual course of its business; (ii) on normal commercial terms or better; and (iii) in accordance with the relevant agreements governing such transactions and on terms that are fair and reasonable and in the interests of the Shareholders as a whole. In addition, the auditor of the Company has issued an unqualified letter containing its findings and conclusions in respect of the Group’s continuing connected transactions for the year ended 31 December 2016 in accordance with Rule 14A.56 of the Listing Rules. With the implementation and consistent practice of the abovementioned internal control measures, we believe that the Continuing Connected Transactions shall be properly governed and the interests of the Independent Shareholders therein shall be safeguarded.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that (i) the Continuing Connected Transactions are conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the Lease Framework Agreement (and the proposed annual caps thereof) are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Board Committee to advise the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the resolutions to approve the transactions contemplated under the Lease Framework Agreements (and the annual caps thereof) at the EGM.

Yours faithfully,For and on behalf of

Hercules Capital LimitedLouis Koo

Managing Director

Note:

Mr. Louis Koo is a licensed person under the SFO to engage in Type 6 (advising on corporate finance) regulated activities and

has over 20 years of experience in investment banking and corporate finance.

— 27 —


APPENDIX GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests and Short Positions of the Directors and the Chief Executive in the Shares, Underlying Shares and Debentures

As at the Latest Practicable Date, the interests and short positions of the Directors or the chief executive of the Company in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise be notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

Name of Director Capacity/Nature of interest

Number of Shares/

underlying Shares

interested(1)

Approximate percentage of

shareholding(2)

Li Shifa(3) Interest of controlled corporation 785,600,000 26.73%Zhang Long(4) Beneficial Owner 2,112,000 0.07%Pan Naiyue(5) Beneficial Owner 2,112,000 0.07%Wu Guolin(6) Beneficial Owner 1,872,000 0.06%Li Qing(7) Beneficial Owner 1,872,000 0.06%Li Huifang(8) Beneficial Owner 704,000 0.02%

Notes:

(1) All interests stated are long positions.

(2) As at the Latest Practicable Date, the Company had 2,938,994,000 issued Shares.

(3) Mr. Li holds the entire issued share capital of Lee International Investment Management Co., Ltd, which

in turn holds 90% interest in Yupei International. Accordingly, Mr. Li is deemed to be interested in the

785,600,000 Shares held by Yupei International.

(4) Mr. Zhang Long is interested in 2,112,000 options granted to him under the pre-IPO share option scheme

of the Company, representing 2,112,000 underlying Shares.

(5) Mr. Pan Naiyue is interested in 2,112,000 options granted to him under the pre-IPO share option scheme of

the Company, representing 2,112,000 underlying Shares.

LR14A.70(13) App1B(2)

LR14A.70(14) App1B(38)(1)

— 28 —



(6) Mr. Wu Guolin is interested in 1,872,000 options granted to him under the pre-IPO share option scheme of

the Company, representing 1,872,000 underlying Shares.

(7) Ms. Li Qing is interested in 1,872,000 options granted to her under the pre-IPO share option scheme of the

Company, representing 1,872,000 underlying Shares.

(8) Ms. Li Huifang is interested in 704,000 options granted to her under the pre-IPO share option scheme of

the Company, representing 704,000 underlying Shares.

(b) Interest in Associated Corporations

Name of Director

Name of associated corporation

Capacity/Nature of interest

Number of shares

interested(1)

Approximate percentage of shareholding

Li Shifa(2) Lee International Investment Management Co., Ltd

Beneficial Owner 50,000 100%

Yupei International Interest of controlled corporation and Interest of spouse

50,000 100%


(2) Mr. Li holds the entire issued share capital of Lee International Investment Management Co., Ltd, which

in turn holds 45,000 shares in Yupei International. The remaining 5,000 shares in Yupei International are

held by Ms. Ma Xiaocui, the wife of Mr. Li. Accordingly, Mr. Li is deemed to be interested in the 50,000

shares in Yupei International.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had any interests or short positions in any of the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO or as notified to the Company and the Stock Exchange pursuant to the Model Code.

— 29 —



(c) Directors’ Positions in Other Companies

As at the Latest Practicable Date, as far as the Company is aware, the following Directors are employed by the following companies which have interests or short positions in the shares or underlying shares of the Company which are required to be notified to the Company and the Stock Exchange pursuant to Division 2 and 3 of Part XV of the SFO:

Name of Director Position Held in the Specific Company

Li Shifa The sole director of Yupei International and the sole director of Lee International Investment Management Co., Ltd

Chen Runfu The senior vice president of Sino-Ocean Group Holding Limited

Ong Tiong Sin The chairman and chief executive officer of RRJ Capital II Ltd, the general partner of RRJ Capital Master Fund II, L.P.

Liu Xiangge The managing director and responsible officer of RRJ Management (HK) Limited, the sub-adviser to RRJ Capital II Ltd, which is in turn the general partner of RRJ Capital Master Fund II, L.P.

Wang Yeyi An executive director of Sino-Ocean Group Holding Limited

(d) Substantial Shareholders’ and Other Persons’ Interests and Short Positions in Shares and Underlying Shares

As at the Latest Practicable Date, the following persons (other than the Directors or the chief executive of the Company) have interests or short positions in the Shares or underlying Shares as recorded in the register required to be kept by the Company under section 336 of the SFO:

Name of Shareholder Capacity/Nature of interest

Number of Shares

interested(1)


shareholding(2)

Lee International Investment Management Co., Ltd(3)

Interest of controlled corporation 785,600,000 26.73%

Yupei International(3)(4) Beneficial owner 785,600,000 26.73%

Ma Xiaocui(5) Interest of spouse 785,600,000 26.73%

RRJ Capital Master Fund II, L.P.(6) Interest of controlled corporation 544,384,000 18.52%

The Carlyle Group L.P.(7) Interest of controlled corporation 286,480,000 9.75%

Carlyle Holdings III GP Management L.L.C.(7)


Carlyle Holdings III GP L.P.(7) Interest of controlled corporation 286,480,000 9.75%

App1B(34)

— 30 —



Name of Shareholder Capacity/Nature of interest

Number of Shares

interested(1)


shareholding(2)

Carlyle Holdings III GP Sub L.L.C.(7) Interest of controlled corporation 286,480,000 9.75%

Carlyle Holdings III L.P.(7) Interest of controlled corporation 286,480,000 9.75%

TC Group Cayman, L.P.(7) Interest of controlled corporation 286,480,000 9.75%

TC Group Cayman Sub, L.P.(7) Interest of controlled corporation 286,480,000 9.75%

Carlyle Asia Real Estate III GP, Ltd.(7) Interest of controlled corporation 286,480,000 9.75%

Seed Coinvestment GP, L.P.(7) Interest of controlled corporation 286,480,000 9.75%

Seed Coinvestment, L.P.(7) Interest of controlled corporation 286,480,000 9.75%

Seed Holding Company I, Limited(7) Beneficial owner 286,480,000 9.75%

Sino-Ocean Group Holding Limited(8) Interest of controlled corporation 287,741,000 9.79%

Shine Wind Development Limited(8) Interest of controlled corporation 287,741,000 9.79%

Faith Ocean International Limited(8) Interest of controlled corporation 287,741,000 9.79%

Sino-Ocean Land (Hong Kong) Limited(8)


Joy Orient Investments Limited(8) Beneficial owner 287,741,000 9.79%

Notes:


(2) As at the Latest Practicable Date, the Company had 2,938,994,000 issued Shares.

(3) Mr. Li holds the entire issued share capital of Lee International Investment Management Co., Ltd, which in

turn holds 90% interest in Yupei International. Such interests are also disclosed as the interests of Mr. Li

in the section headed “Interests and Short Positions of the Directors and the Chief Executive in the Shares,

Underlying Shares and Debentures” above.

(4) The 785,600,000 Shares held by Yupei International have been charged in favor of an authorised institution

(as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) as security for a bona fide

commercial loan provided to Yupei International. The Shares charged and held by Yupei International

represent approximately 26.73% of the total issued Shares as at the Latest Practicable Date.

(5) Ms. Ma Xiaocui is wife of Mr. Li and is deemed to be interested in the Shares which are interested by Mr. Li

under the SFO.

— 31 —



(6) RRJ Capital Master Fund II, L.P. holds the entire issued share capital of Berkeley Asset Holding Ltd, which

holds 531,424,000 Shares. RRJ Capital Master Fund II, L.P. also holds the entire issued share capital of

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 Master Fund II, L.P. is deemed to be interested

in the 531,424,000 Shares held by Berkeley Asset Holding Ltd, and each of RRJ Capital Master Fund II,

L.P. and Travis Asset Holding Ltd is deemed to be interested in the 12,960,000 Shares held by Sherlock

Asset Holding Ltd.

(7) The Carlyle Group L.P. holds the entire issued share capital of Carlyle Holdings III GP Management

L.L.C., which in turn holds the entire issued share capital of Carlyle Holdings III GP L.P., which in turn

holds the entire issued share capital of Carlyle Holdings III GP Sub L.L.C., which in turn holds the entire

issued share capital of Carlyle Holdings III L.P., which in turn holds the entire issued share capital of TC

Group Cayman, L.P., which in turn holds the entire issued share capital of TC Group Cayman Sub, L.P.,

which in turn holds the entire issued share capital of Carlyle Asia Real Estate III GP, Ltd., which in turn

holds the entire issued share capital of Seed Coinvestment GP, L.P., which in turn holds the entire issued

share capital of Seed Coinvestment, L.P., which then in turn holds 88.62% of the issued share capital of

Seed Holding Company I, Limited. Accordingly, each of The Carlyle Group L.P., Carlyle Holdings III GP

Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings

III L.P., TC Group Cayman, L.P., TC Group Cayman Sub, L.P., Carlyle Asia Real Estate III GP, Ltd., Seed

Coinvestment GP, L.P. and Seed Coinvestment, L.P. is deemed to be interested in the 286,480,000 Shares

held by Seed Holding Company I, Limited.

(8) Joy Orient Investments Limited is a wholly-owned subsidiary of Sino-Ocean Land (Hong Kong) Limited,

which is in turn wholly-owned by Faith Ocean International Limited. Faith Ocean International Limited

is a wholly-owned subsidiary of Shine Wind Development Limited, which is in turn wholly-owned by Sino-

Ocean Group Holding Limited. Accordingly, each of Sino-Ocean Land (Hong Kong) Limited, Faith Ocean

International Limited, Shine Wind Development Limited and Sino-Ocean Group Holding Limited is deemed

to be interested in the 287,741,000 Shares held by Joy Orient Investments Limited.

Save as disclosed above, as at the Latest Practicable Date, our Directors or chief executive are not aware of any other person, not being a Director or chief executive of the Company, who has an interest or short position in the shares or the underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO.

3. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective close associates had engaged in or had any interest in any business which competes or may compete, either directly or indirectly, with the businesses of the Group except for Mr. Li, who is a director and the ultimate controlling shareholder of Shanghai Yupei Industry (Group) Company Limited (上海宇培實業(集團)有限公司). Shanghai Yupei Industry (Group) Company Limited operates Yupei Shanghai Northwest Logistics Park and Yupei Shanghai Jiading Logistics Park. Further details of these two logistics parks are set out in the Prospectus.

4. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had since 31 December 2016, being the date to which the latest published audited accounts of the Group were made up, been acquired or disposed of by or leased to any member of the Group or is proposed to be acquired or disposed of by or leased to any member of the Group.

LR14A.70(15)

LR14A.70(13)App1B(40)(1)

— 32 —



As at the Latest Practicable Date, save for each of the 2015 Yushuo Group Transactions and the Continuing Connected Transactions in which Mr. Li is interested, none of the Directors was materially interested, either directly or indirectly, in any contract or arrangement entered into by any member of the Group which was subsisting at the Latest Practicable Date and was significant to the business of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into a service contract which is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

6. QUALIFICATION AND CONSENT OF EXPERTS

Hercules Capital has given and has not withdrawn its consent to the issue of this circular with the inclusion herein of its letter of advice dated 12 May 2017 and references to its name included in the form and context in which it appears.

Colliers has given and has not withdrawn its consent to the issue of this circular with the references to its name and letters included in the form and context in which it appears.

The following is the qualification of the experts who have given an opinion or advice, which is contained in this circular:

Name Qualification

Hercules Capital Limited A licensed corporation to carry out type 6 (advising on corporate finance) regulated activities under the SFO

Colliers International (Hong Kong) Limited

Professional property valuer

As at the Latest Practicable Date, Hercules Capital and Colliers did not have any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Hercules Capital and Colliers were not interested, directly or indirectly, in any assets which had since 31 December 2016, being the date to which the latest published audited accounts of the Group were made up, been acquired or disposed of by or leased to, or proposed to be acquired or disposed of by or leased to, any member of the Group.

7. MATERIAL ADVERSE CHANGE

Save as publicly disclosed by the Company on the HKEXnews website on or before the date of this circular, as at the Latest Practicable Date, the Directors confirmed that they were not aware of any material adverse change in the financial or trading positions of the Group since 31 December 2016, being the date to which the latest published audited accounts of the Group were made up.

LR14A.70(13)App1B(40)(2)

LR14A.70(13)App1B(39)

App1B(5)(2)

App1B(5)(1)

LR14A.70(13)App1B(32)

— 33 —



8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the office of Simpson Thacher & Bartlett at 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong from the date of this circular up to and including 1 June 2017 and at the EGM.

(a) the Lease Framework Agreement;

(b) each of the Lease Agreements;

(c) the letter from the Independent Board Committee dated 12 May 2017, the text of which is set out on page 17 of this circular;

(d) the consent letter from Hercules Capital referred to in the paragraph headed “6. Qualification and Consent of Experts” in this Appendix;

(e) the letter from Hercules Capital dated 12 May 2017, the text of which is set out on pages 18 to 26 of this circular;

(f) the consent letter from Colliers referred to in the paragraph headed “6. Qualification and Consent of Experts” in this Appendix;

(g) the fair rent letter issued by Colliers referred to in the paragraph headed “6. Qualification and Consent of Experts” in this Appendix;

(h) the articles of association of the Company; and

(i) this circular.

9. GENERAL

(a) The registered office of the Company is at Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(b) The headquarters and principal place of business of the Company in the PRC is at 1–2/F, 1000 Xiechun Road, Jiading District, Shanghai, PRC.

(c) The principal place of business of the Company in Hong Kong is situated at Unit 3213, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.

(d) The company secretary of the Company is Ms. So Ka Man. Ms. So Ka Man is a chartered secretary and an associate of both The Hong Kong Institute of Chartered Secretaries (“HKICS”) and The Institute of Chartered Secretaries and Administrators in the United Kingdom. She is a holder of the Practitioner’s Endorsement from HKICS.

(e) The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, is situated at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(f) The English text of this circular shall prevail over the Chinese text in the event of inconsistency.

LR14A.70(13)App1B(43)(2)(c)

— 34 —


NOTICE OF THE EXTRAORDINARY GENERAL MEETING



(Stock Code: 1589)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of China Logistics Property Holdings Co., Ltd (the “Company”) will be held at Aberdeen Room, 3/F, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Thursday, 8 June 2017 at 3:25 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting), for the purpose of considering and if thought fit, passing the following resolution as an ordinary resolution of the Company:

1. “THAT the continuing connected transactions contemplated under the lease framework agreement entered into between the Company and Shanghai Yushuo Investment Holdings Co., Ltd. (上海宇碩投資控股有限公司) on 19 April 2017 and the proposed annual caps be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.”

On behalf of the BoardChina Logistics Property Holdings Co., Ltd

Li ShifaChairman

Hong Kong, 12 May 2017

Notes:

(a) Details of the above proposal and resolution to be considered at the EGM are set out in the circular of the Company

dated 12 May 2017 (the “Circular”). Unless otherwise defined in this notice, capitalized terms used in this notice shall

have the same meanings as those defined in the Circular.

(b) Any Shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend

and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or

more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its

behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of

which each such proxy is so appointed.

(c) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it

is signed or a certified copy of that power or authority, must be deposited at the Company’s share registrar in Hong

Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East,

Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the

holding of the meeting (i.e. not later than 3:25 p.m. on Tuesday, 6 June 2017) or any adjournment thereof. Delivery of

the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or

any adjournment thereof and, in such event, the form of proxy shall be deemed to be revoked.

— 35 —


NOTICE OF THE EXTRAORDINARY GENERAL MEETING

(d) A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must

be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

(e) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to

the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which

the names stand in the register of members of the Company in respect of the joint holding.

(f) All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the

case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every

fully paid share of which he/she/it is the holder.

(g) For determining the entitlement to attend and vote at the EGM to be held on 8 June 2017, the register of members of

the Company will be closed from Monday, 5 June 2017 to Thursday, 8 June 2017 (both days inclusive), during which

period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM,

unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the

relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong

Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong

Kong for registration not later than 4:30 p.m. on Friday, 2 June 2017.

(h) References to time and dates in this notice are to Hong Kong time and dates.

china logistics property holdings co., ltd · letter from the board china logistics property...

Documents