1、(Company Registration Number:200715832Z)(Incorporated in Singapore on August 28,2007)Global Logistic Properties LimitedRegistered Office:50 Raffles Place#32-01 Singapore Land Tower Singapore 048623 Joint Global Coordinators and Joint Issue ManagersJoint Bookrunners and Joint UnderwritersLead Manager2、 and Joint UnderwriterCo-Lead ManagersPROSPECTUS DATED OCTOBER 11,2010 Registered by the Monetary Authority of Singapore on October 11,2010?adviser.This is the initial public offering of our ordinary shares(the“Shares”).Global Logistic Properties Limited(the“Company”)is issuing an aggregate of 1,1353、,273,000 Shares(the“Issue Shares”)and Schwartz-Mei Group Limited(“SMG”or the“Vendor”)is offering 37,971,000 Shares(the“Vendor Shares”,and together with the Issue Shares,?of 1,070,869,000 Offering Shares(the“Placement”)to investors,including institutional and other investors in Singapore,and(ii)a pub4、lic offer of 102,375,000 Offering Shares in Singapore(the“Public Offer”).The Offering Shares offered may be re-allocated between the Placement and the Public Offer,at the discretion of the Joint Global Coordinators,subject to any applicable law.See“Plan of Distribution”.At the same time as but separ5、ate from the Offering,each of Alibaba Group Treasury Limited,Bosera Asset Management Co.,Ltd,CB Richard Ellis Global Real Estate Securities,LLC(“CBRE GRES”),Chow Tai Fook Nominee Limited,Jovina Investments Limited,ING Clarion Real Estate Securities,LLC,Lion Global Investors Limited,Owl Creek Asset M6、anagement,L.P.,Vervain Equity Investment Limited and View Far Management Limited(collectively,the“Cornerstone Investors”)has entered into a cornerstone subscription agreement with the Company(collectively,the“Cornerstone Subscription Agreements”)to subscribe for an aggregate of 588,976,000 new Share7、s at the Offering Price(the“Cornerstone Shares”),conditional upon the Offer Agreement(as?In connection with the Offering,Reco Platinum Pte Ltd(“Reco Platinum”)has granted J.P.Morgan(S.E.A.)Limited,as stabilizing manager(the?earlier of(i)the date falling 30 days from the Listing Date,or(ii)the date w8、hen the Stabilizing Manager or its appointed agent has bought on the?our issued Shares,Offering Shares,the Cornerstone Shares,the Reorganization Shares,the Additional Shares and the Plan Shares(as?ST to deal in and for quotation of all our issued Shares,the Offering Shares,the Cornerstone Shares,the9、 Reorganization Shares,the?the Offering is not completed because this permission is not granted or for any other reason.The settlement and quotation of our Shares will be in Singapore dollars.?Shares,the Cornerstone Shares,the Reorganization Shares,the Additional Shares and the Plan Shares on the Ma10、in Board of the?the Cornerstone Shares,the Reorganization Shares,the Additional Shares and the Plan Shares).Investing in our Shares involves certain risks.See“Risk Factors”beginning on page 37.?purchase of the Offering Shares.See“Plan of Distribution”.OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTE11、RED UNDER THE US SECURITIES ACT OF 1933,AS AMENDED(THE“US SECURITIES ACT”)AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OF AMERICA(THE“UNITED STATES”)EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.ACCORDINGLY,T12、HE OFFERING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES(INCLUDING TO INSTITUTIONAL AND OTHER INVESTORS IN SINGAPORE)IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT(“REGULATION S”)AND WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS(“QIBs”)IN RELIANCE ON RULE 144A(“RULE13、 144A”)UNDER THE US SECURITIES ACT.THE OFFERING SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER“TRANSFER RESTRICTIONS”.EACH PURCHASER OF SHARES IS HEREBY NOTIFIED THAT SELLERS OF SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US 14、SECURITIES ACT PROVIDED BY RULE 144A.The Offering Shares offered under Regulation S(“Regulation S Offering Shares”)may not be acquired by investors using?Code of 1986,as amended(the“Code”),or any entity whose underlying assets include,or are deemed to include,“plan?to the assets of the entity or any15、 person that provides investment advice for a fee(direct or indirect)with respect to?Plan Investors,disregarding Offering Shares held by Controlling Persons).For further details about restrictions on offers,sales and transfers of our Shares,see“Certain ERISA Considerations”,“Plan of Distribution”and16、“Transfer Restrictions”.Any violation of these restrictions may result in the compulsory transfer or purchase of our Shares from a purchaser or the?A copy of this Prospectus was lodged with and registered by the Monetary Authority of Singapore(the“Authority”)on September 27,2010 and October 11,2010,17、respectively.The Authority assumes no responsibility for the contents of this Prospectus.Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act,Chapter 289 of Singapore(the“Securities and Futures Act”or“SFA”),or any other legal or regulatory requirements,18、have been complied with.The Authority has not,in any way,considered the merits of our Shares being offered for investment(or of the Additional?this Prospectus by the Authority.Investors applying for Offering Shares by way of Application Forms or Electronic Applications(both as referred to in the ins19、tructions booklet entitled“Terms,Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore”)in the Public Offer will pay the Offering Price on application,subject to the refund of the full amount or,as the case?therefrom and without any right or claim against u20、s,the Vendor,Reco Platinum,the Joint Global Coordinators or the Joint?Investors who are members of the Central Provident Fund(“CPF”)in Singapore may,subject to the applicable CPF rules and regulations,use their CPF Investible Savings(the“CPF Funds”)to subscribe for and/or purchase the Offering Share21、s.A MARKET LEADERIN MODERN LOGISTICS FACILITIESIN CHINA AND JAPAN1,173,244,000 Offering Shares?Offering Price:S$1.96 per Offering Share(Company Registration Number:200715832Z)(Incorporated in Singapore on August 28,2007)GLOBAL LOGISTIC PROPERTIES LIMITEDGLOBAL LOGISTIC PROPERTIES LIMITEDSHENYANGDALI22、ANBEIJINGTIANJINQINGDAONANJINGWUXISUZHOUSHANGHAICHENGDUHANGZHOUCHONGQINGGUANGZHOUFOSHANSHENZHENZHUHAIJIAXINGNINGBOSAPPOROSENDAITOKYONAGOYAHIROSHIMAOSAKAFUKUOKACHINAJAPAN?Serving Asias largest economies?25 major cities in China and Japan?296 completed properties?1 of 14 million2*sq.m.?line2 of 7.9 mi23、llion*sq.m.?er 250 multi-national and domestic customersTotal Revenue(US$mm)Adjusted EBIT?(US$mm)FY2008FY2009FY2010FY2008FY2009FY2010250355412166255328?77.9%Gross Floor Area(mm sq.m.)?March 31,2005-March 31,2010 China GFA CAGR:109.4%?March 31,2005-March 31,2010 Japan GFA CAGR:42.9%March 31,2004-Marc24、h 31,2010 CAGR:77.9%20042005200620072008200920100.190.551.342.333.795.366.020.080.300.771.412.603.220.471.041.562.382.762.80?China?Japan20116.183.382.80#Gross Floor Area*CAGR:Compound Annual Growth Rate?acquisition/liquidation of subsidiaries and jointly controlled entities?JAPANCHINAOur Portfolio L25、ocations1Gross Floor Area2Includes properties under development or being repositioned,land held for future development and land reserve.*As at June 30,2010Based on 100%of the GFA of the properties owned by our subsidiaries and jointly controlled entities,and not just our attributable interest in tho26、se properties.As at March 31As at June 30March 31,2004-March 31,2010 GFA#CAGR*:SHENYANGDALIANBEIJINGTIANJINQINGDAONANJINGWUXISUZHOUSHANGHAICHENGDUHANGZHOUCHONGQINGGUANGZHOUFOSHANSHENZHENZHUHAIJIAXINGNINGBOSAPPOROSENDAITOKYONAGOYAHIROSHIMAOSAKAFUKUOKACHINAJAPAN?Serving Asias largest economies?25 majo27、r cities in China and Japan?296 completed properties?1 of 14 million2*sq.m.?line2 of 7.9 million*sq.m.?er 250 multi-national and domestic customers?JAPANCHINAOur Portfolio Locations1Gross Floor Area2Includes properties under development or being repositioned,land held for future development and land28、 reserve.*As at June 30,2010Based on 100%of the GFA of the properties owned by our subsidiaries and jointly controlled entities,and not just our attributable interest in those properties.US$8.9 billion*in property value Pro forma Net Asset Value of US$6.2 billion#Our Total Portfolio*No of Properties29、/SitesTotal GFA(mm sq.m.)(approximate)China PortfolioCompleted and stabilized properties2163.0Completed and pre-stabilized properties110.4Properties under development or being repositioned2731.0Land held for future development3392.2Land reserve4544.6China Portfolio Total539311.2Japan Portfolio6Compl30、eted and stabilized692.8Total Portfolio46214.0*As at June 30,2010Based on 100%of the GFA of the properties owned by our subsidiaries and jointly controlled entities,and not just our attributable interest in those properties.#?1?2?3?4?authority.5?6?ippan tanpo?9.2ModernLogisticsFacilitiesTotalLogisti31、csFacilitiesJAPANModern logistics facilities account for approximately 2%of total market supply(mm sq.m.)CHINAMajor modern logistics facility providers account for approximately 1%of total market supply(mm sq.m.)Major ModernLogistics FacilityProvidersTotal MarketSupply ofLogistics Facilities5.8550.032、GROWTH DRIVERS?Chinas current economic and demographic conditions expected to drive demand for logistics facilities?Focus on cost reduction and outsourcing,and an increasing customer preference for leasing rather than owning facilities in Japan?Scarcity of modern logistic facilities in China and Jap33、anGROWTH STRATEGY480.0China Development Pipeline*Completed and Stabilized Properties&Completed and Pre-StabilizedProperties6.2 mm sq.m.Properties Under Development or Being Repositioned1.0 mm sq.m.44%56%28%59%13%DevelopmentPipeline17.9 mm sq.m.Land Heldfor FutureDevelopment2.2 mm sq.m.Land Reserve4.34、6 mm sq.m.14.0 mm sq.m.7.9 mm sq.m.Source:Refer to Appendix A Industry OverviewStrategically recycle capital to fund expansion in high-growth marketsIncreased economies of scaleStrengthen market leadership position and capitalize on?9.2ModernLogisticsFacilitiesTotalLogisticsFacilitiesJAPANModern log35、istics facilities account for approximately 2%of total market supply(mm sq.m.)CHINAMajor modern logistics facility providers account for approximately 1%of total market supply(mm sq.m.)Major ModernLogistics FacilityProvidersTotal MarketSupply ofLogistics Facilities5.8550.0GROWTH DRIVERS?Chinas curre36、nt economic and demographic conditions expected to drive demand for logistics facilities?Focus on cost reduction and outsourcing,and an increasing customer preference for leasing rather than owning facilities in Japan?Scarcity of modern logistic facilities in China and JapanGROWTH STRATEGY480.0Sourc37、e:Refer to Appendix A Industry OverviewStrategically recycle capital to fund expansion in high-growth marketsIncreased economies of scaleStrengthen market leadership position and capitalize on?CHINA OUR GROWTH OPPORTUNITYJAPAN OUR STABLE SOURCE OF CASH FLOWSOUR STRENGTHS?One of the largest providers38、 of modern logistics facilities in Asia?Leadership in Asias two largest economies?Scalable business model?Value-added integrated solutions?Well-established brand and reputation?Award-winning organization?in the business?experienced managementCONTENTSPageSummary.5Summary of the Offering.22Indicative 39、Timetable.27Summary Financial Information.29Summary Pro Forma Financial Information.33Risk Factors.37Use of Proceeds.58Dividends.60Capitalization and Indebtedness.61Dilution.62Exchange Rates and Exchange Controls.64Selected Financial Data.65Selected Pro Forma Financial Data.69Managements Discussion 40、and Analysis of Financial Condition and Results ofOperations.73Discussion and Analysis of Pro Forma Financial Information.93History and Corporate Reorganization.108Business.115Management.142Share-Based Incentive Plans.156Interested Person Transactions and Conflicts of Interests.159Share Capital and 41、Shareholders.165Description of Our Shares.172Certain ERISA Considerations.179Taxation.182Plan of Distribution.188Transfer Restrictions.200Clearance and Settlement.202Legal Matters.203Independent Auditors.204Experts.205General and Statutory Information.206Defined Terms and Abbreviations.235Appendix A42、Industry Overview.A-1Appendix BRegulation.B-1Appendix COur Subsidiaries and Jointly-Controlled Entities.C-1Appendix DSummary of the Valuation Reports Issued by the Independent Valuersin Respect of the Properties.D-1Appendix ESummary of the Constitution of Our Company.E-1Appendix FList of Present and43、 Past Principal Directorships.F-1Appendix GSummary of the GLP Performance Share Plan and the GLPRestricted Share Plan.G-1Appendix HIndependent Auditors Report on the Combined Financial Statements.H-1-i-PageAppendix ICombined Financial Statements for the Years Ended March 31,2008,2009 and 2010.I-1App44、endix JIndependent Auditors Report on the Interim Combined FinancialStatements.J-1Appendix KUnaudited Interim Combined Financial Statements for the Three-Month Periods Ended June 30,2009 and 2010.K-1Appendix LIndependent Auditors Report on the Unaudited Pro Forma FinancialStatements.L-1Appendix MUna45、udited Pro Forma Financial Statements for the Years EndedMarch 31,2008,2009 and 2010 and the Three-Month Period EndedJune 30,2010.M-1-ii-NOTICE TO INVESTORSNo person is authorized to give any information or to make any representation not contained inthis offering document,and any information or repr46、esentation not so contained must not berelied upon as having been authorized by or on behalf of us,any of the Vendor,Reco Platinum,the Joint Global Coordinators and Joint Issue Managers(the“Joint Global Coordinators”),theInternational Underwriters,the Singapore Underwriters or the Lead Manager(toget47、her with theSingapore Underwriters and the International Underwriters,the“Joint Underwriters”).Neitherthe delivery of this offering document nor any offer,sale or transfer made hereunder shall underany circumstances imply that the information herein is correct as at any date subsequent to thedate he48、reof or constitute a representation that there has been no change or developmentreasonably likely to involve a material adverse change in the affairs,conditions andprospects of our Group since the date hereof.Where such changes occur and are material orrequired to be disclosed by law,the SGX-STand/o49、r any other regulatory or supervisory body oragency,we,the Vendor and/or Reco Platinum will make an announcement of the same to theSGX-ST and,if required,we,the Vendor and/or Reco Platinum will issue and lodge anamendment to this offering document or a supplementary document or replacementdocument p50、ursuant to Section 240 or,as the case may be,Section 241 of the Securities andFuturesActandtake immediate stepstocomplywiththesesections.Investorsshouldtake noticeof such announcements and documents and upon release of such announcements or documentsshall be deemed to have notice of such changes.Unl51、ess required by applicable laws(includingthe Securities and Futures Act),no representation,warranty or covenant,express or implied,ismade byus,the Vendor,Reco Platinum,the JointGlobal Coordinators,the JointUnderwriters orany of our or their respective affiliates,directors,officers,employees,agents,r52、epresentatives oradvisers as to the accuracy or completeness of the information contained herein,and nothingcontained in this offering document is,or shall be relied upon as,a promise,representation orcovenant by us,the Vendor,Reco Platinum,the Joint Global Coordinators,the JointUnderwriters,or our 53、or their respective affiliates,directors,officers,employees,agents,representatives or advisers.None of us,the Vendor,Reco Platinum,the Joint Global Coordinators,the Joint Underwriters orany of our or their respective affiliates,directors,officers,employees,agents,representatives oradvisers is making54、 any representation or undertaking to any investor in our Shares regarding thelegality of an investment by such investor under applicable legal investment or similar laws.Inaddition,investorsin ourSharesshouldnotconstruethe contents ofthisoffering document oritsappendices aslegal,business,financial 55、or taxadvice.Investorsshouldbeaware that theymayberequiredtobearthefinancial risksofaninvestmentinourSharesforanindefiniteperiodoftime.Investors should consult their own professional advisers as to the legal,tax,business,financialand related aspects of an investment in our Shares.By applying for the56、 Offering Shares on the terms and subject to the conditions in this offeringdocument,each investor in the Offering Sharesrepresents andwarrants that,except asotherwisedisclosed to the Joint Global Coordinators and Joint Underwriters in writing,he is not(i)aDirector or substantial shareholder of the 57、Company,(ii)an associate of any of the personsmentioned in(i),or(iii)a connected client ofanyJointGlobal Coordinator,Joint Underwriter orlead broker or distributor of the Offering Shares.We,theVendorandRecoPlatinum aresubject totheprovisionsoftheSecurities andFuturesActand the Listing Manual regardi58、ng the contents of this offering document.In particular,if afterthis offering document is registered but before the close of the Offering,we,the Vendor andReco Platinum become aware of:(a)a false or misleading statement in this offering document;(b)an omission from this offering document of any info59、rmation that should have beenincluded in it under Section 243 of the Securities and Futures Act;or(c)a new circumstance that has arisen since this offering document was lodged with theAuthority which would have been required by Section 243 of the Securities and Futures-iii-Acttobeincludedinthisoffer60、ingdocumentif ithadarisenbeforethisofferingdocumentwas lodged,that is materially adverse from the point of view of an investor,we,the Vendor and RecoPlatinum may lodge a supplementary or replacement document with the Authority pursuant toSection 241 of the Securities and Futures Act.Where applicatio61、ns have been made under this offering document to subscribe for and/orpurchase the Offering Shares prior to the lodgment of the supplementary or replacementdocument and the Offering Shares have not been issued and/or transferred to the applicants,we,the Vendor and Reco Platinum shall either:(a)withi62、n seven days from the date of lodgment of the supplementary or replacementdocument,provide the applicants with a copy of the supplementary or replacementdocument,asthecasemaybe,andprovidetheapplicantswithanoptiontowithdrawtheirapplications;or(b)treat the applications as withdrawn and cancelled and r63、eturn all monies paid,withoutinterest or any share of revenue or other benefit arising therefrom and at the applicantsown risk,in respect of any applications received,within seven days from the date oflodgment of the supplementary or replacement document.Where applications have been made under this 64、offering document to subscribe for and/orpurchase the Offering Shares prior to the lodgment of the supplementary or replacementdocument and the Offering Shares have been issued and/or transferred to the applicants,we,theVendor and Reco Platinum shall either:(a)within seven days from the date of lodg65、ment of the supplementary or replacementdocument,provide the applicants with a copy of the supplementary or replacementdocument,as the case may be,and provide the applicants with an option to return,to us,the Vendor and Reco Platinum,those Offering Shares that the applicants do not wish toretain tit66、le in;or(b)treat the issue and/or sale of the Offering Shares as void and return all monies paid,without interest or any share of revenue or other benefit arising therefrom,in respect ofany applications received,within seven days from the date of lodgment of thesupplementary or replacement document.67、Any applicant who wishes to exercise his option to withdraw his application or return theOffering Shares issued and/or sold to him shall,within 14 days from the date of lodgment of thesupplementary or replacement document,notify us,the Vendor and Reco Platinum whereuponwe,the Vendor and Reco Platinu68、m shall,within seven daysfrom the receipt of such notification,return the application monies without interest or any share of revenue or other benefit arisingtherefrom and at the applicants own risk.Under the Securities and Futures Act,the Authority may in certain circumstances issue a stoporder(the69、“Stop Order”)to us,the Vendor and Reco Platinum,directing that no or no furtherOffering Shares be allotted,issued or sold.Such circumstances will include a situation wherethis offering document(i)contains a statement which,in the opinion of the Authority,is false ormisleading,(ii)omits any informati70、on that is required to be included in accordance with theSecurities and Futures Act or(iii)does not,in the opinion of the Authority,comply with therequirements of the Securities and Futures Act.Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and FuturesAct,and:(a)in71、 the case where the Offering Shares have not been issued and/or transferred to theapplicants,the applications for the Offering Shares pursuant to the Offering shall bedeemed to have been withdrawn and cancelled and we,the Vendor and Reco Platinum,-iv-shall,within 14 days from the date of the Stop Or72、der,pay to the applicants all monies theapplicants have paid on account of their applications for the Offering Shares;or(b)in the case where the Offering Shares have been issued and/or transferred to theapplicants,the issue and/or sale of the Offering Shares shall be deemed void and we,the Vendor an73、d Reco Platinum shall,within 14 days from the date of the Stop Order,payto the applicants all monies paid by them for the Offering Shares.Where monies paid in respect of applications received or accepted are to be returned to theapplicants,suchmonieswill bereturnedattheapplicants ownrisk,withoutinte74、rest oranyshareof revenue or other benefit arising therefrom,and the applicants will not have any claim againstus,the Vendor,Reco Platinum,the Joint Global Coordinators or the Joint Underwriters.The distribution of this offering document and the offering,purchase,sale or transfer of ourSharesincerta75、in jurisdictions mayberestricted bylaw.We,theVendor,RecoPlatinum,theJointGlobal Coordinators and the the Joint Underwriters require persons into whose possession thisoffering document comes to inform themselves about and to observe any such restrictions attheir own expense and without liability to u76、s,the Vendor,Reco Platinum,the Joint GlobalCoordinators or the Joint Underwriters.This offering document does not constitute an offer of,oraninvitationtopurchase,anyofourSharesinanyjurisdiction inwhichsuchofferorinvitationwould be unlawful.Persons to whom a copy of this offering document has been is77、sued shall notcirculate to any other person,reproduce or otherwise distribute this offering document or anyinformation herein for any purpose whatsoever nor permit or cause the same to occur.We,theVendor and Reco Platinum are entitled to withdraw the Offering at any time before closing,subject to co78、mpliance with certain conditions set out in the Underwriting Agreement and theOffer Agreement(both as defined in“Plan of Distribution”)relating to the Offering.We,theVendor and Reco Platinum are making the Offering subject to the terms described in thisoffering document,the Underwriting Agreement an79、d the Offer Agreement relating to theOffering Shares.The Offering Shares have not been and will not be registered under the US Securities Act and,subject to certain exceptions,may not be offered or sold within the United States.For thepurpose of the Offering,the Offering Shares are being offered in 80、the United States in reliance onRule 144A to persons who are QIBs.This offering document is being furnished in the UnitedStates on a confidential basis solely for the purpose of enabling prospective purchasers toconsider the purchase of the Offering Shares.Itsuse foranyother purpose in the United St81、ates isnot authorized.In the United States,it may not be copied or reproduced in whole or in part normay it be distributed or any of its contents be disclosed to anyone other than the prospectivepurchaserstowhomit issubmitted.Therewill benopublic offering ofthe Offering SharesintheUnited States.The 82、Offering Shares have not been approved or disapproved by the United States Securities andExchange Commission(the“SEC”)or any state or foreign securities commission or regulatoryauthority.The foregoing authorities have not confirmed the accuracy or determined theadequacy of this offering document.Any83、 representation to the contrary is a criminal offensein the United States.In addition,until the date 40 days after the commencement of the Offering,an offer or sale of the Offering Shares within the United States by a dealer(whether or notparticipating in the Offering)may violate the registration re84、quirements of the USSecurities Act,if such offer or sale is made otherwise than in accordance with Rule 144A as described above.The Offering Shares are subject to restrictions on transferability and resale and may not beoffered,transferred or resold in the United States or to,or for the account or b85、enefit of,USpersons(as defined in Regulation S),except as permitted under the US Securities Act andapplicable state securities laws pursuant to registration or an exemption from,or a transactionnot subject to,registration under the US Securities Act and in accordance with the restrictionsunder“Trans86、fer Restrictions”.You should be aware that you may be required to bear the risks ofan investment in our Shares for an indefinite period of time.Because of these restrictions,purchasers of the Offering Shares are advised to consult legal counsel prior to making any offer,-v-resale,pledge or other tra87、nsfer of the Offering Shares.See“Transfer Restrictions”for moreinformation on these restrictions.In connection with the Offering,Reco Platinum has granted the Stabilizing Manager the Over-allotment OptionexercisableinwholeorinpartbytheStabilizing ManageronbehalfoftheJointGlobal Coordinators,the Inte88、rnational Underwriters and the Lead Manager on one or moreoccasions from the Listing Date until the earlier of(i)the date falling 30 days from the ListingDate,or(ii)the date when the Stabilizing Manager or its appointed agent has bought,on theSGX-ST,an aggregate of 234,648,000 Shares,representing 2089、%of the total Offering Shares,inundertaking stabilizing actions,to subscribe and/or purchase up to an aggregate of234,648,000 Shares(representing 20%of the total Offering Shares)at the Offering Price,solely to cover the over-allotment of the Offering Shares,if any.If the Over-allotment Option isexer90、cised in full,the total number of issued and outstanding shares immediately following theOffering will be 4,506,689,664 Shares.In connection with the Offering,the Stabilizing Manager or its appointed agent may over-allotShares or effect transactions that stabilize or maintain the market price of our91、 Shares at levelsthat might not otherwise prevail in the open market.These transactions may be effected on theSGX-STand in other jurisdictions where it is permissible to do so,in each case in compliancewith all applicable laws and regulations,including the Securities and Futures Act and anyregulatio92、ns thereunder.However,we cannot assure you that the Stabilizing Manager or itsappointedagentwillundertakeanystabilization action.Thesetransactionsmaycommence onorafter the commencement of trading of the Shares on the SGX-ST and,if commenced,may bediscontinued at any time and may not be effected afte93、r the earlier of(i)the date falling 30 daysfrom the commencement of trading of the Shares on the SGX-ST,or(ii)the date when theStabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate of234,648,000 Shares,representing 20%of the total Offering Shares,in undertakingstabilizing 94、action.NOTICE TO NEW HAMPSHIRE RESIDENTSNEITHERTHE FACTTHATAREGISTRATIONSTATEMENTOR ANAPPLICATIONFOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEWHAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRENOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR APERSON IS LICENSED IN THE S95、TATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE,COMPLETE AND NOTMISLEADING.NEITHERANYSUCHFACTNORTHEFACTTHATANEXEMPTIONOREXCEPTIONISAVAILABLEFORASECURITY ORATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN96、ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,OR RECOMMENDEDOR GIVEN APPROVAL TO,ANY PERSON,SECURITY OR TRANSACTION.IT ISUNLAWFUL TO MAKE,OR CAUSE TO BE MADE,TO ANY PROSPECTIVEPURCHASER,CUSTOMERORCLIENTANYREPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.AVAILABLE INFORMATIONSo long as97、 any of the Shares are“restricted securities”within the meaning of Rule 144(a)(3)under the USSecurities Actandweare notsubject toandincompliancewithSection13or15(d)of the Exchange Act or exempt from such reporting pursuant to Rule 12g3-2(b)thereunder,wewill furnish to each holder or beneficial owner98、 of Shares and to any prospective purchaser ofsuch Shares,upon the request of such holder,beneficial owner or prospective purchaser,anyinformation required to be provided by Rule 144A(d)(4)under the US Securities Act.-vi-FORWARD-LOOKING STATEMENTSCertain statements in this offering document constitu99、te“forward-looking statements”.Allstatements other than statements of historical fact included in this offering document,including those regarding our financial position and results,business strategies,plans andobjectives of management for future operations(including development plans and dividends)100、,are forward-looking statements.These forward-looking statements involveknownandunknownrisks,uncertainties and other factors that may cause our actual results,performance orachievements,or industry results,to be materially different from any future results,performance or achievements expressed or im101、plied by the forward-looking statements.These forward-looking statements are based on numerous assumptions regarding our presentand future business strategies and the environment in which we will operate in the future.Forward-looking statements involve inherent risks and uncertainties.The forward-lo102、okingstatements included in this offering document reflect our current views with respect tofuture events and are not a guarantee of future performance.A number of important factorscould cause actual results or outcomes to differ materially from those expressed in any forward-looking statement.These103、 include,but are not limited to:kadverse general global,regional and local economic conditions;kregulatory developments and changes in the logistics facilities business;kchanges in government regulations,including tax or licensing laws,in the places wherewe now or in the future operate;kour ability 104、to successfully execute our business strategies;kcovenants in our credit agreements;kchanges in our need for capital and the availability of financing and capital to fund theseneeds;kchanges in interest or inflation rates;kincreasing competition in the logistics facilities industry in Asia;kmaterial105、 defects,breaches of laws and regulations or other deficiencies in our facilities;kour ability to anticipate and respond to changes in customer demand,trends andpreferences;kman-madeornaturaldisasters,includingwar,actsof internationalordomesticterrorism,civil disturbances,occurrences of catastrophic106、 events and acts of God that affect ourbusiness or properties;kour dependence on our senior management team and key personnel;kenvironmental risks;kforeign currencyexchange rate fluctuations,including fluctuations in the exchange ratesof currencies that are used in our business,including the Singapo107、re dollar,the ChineseRenminbi,the Japanese Yen and the US dollar;klegal,regulatory and other proceedings arising out of our operations;kgeneralglobal,regionalandlocalpolitical andsocialconditionsandgovernment policiesin the places where we now or in the future operate;kother factors beyond our contr108、ol;andkother matters not yet known to us.-vii-Additional factors that could cause our actual results,performance or achievements to differmaterially include,but are not limited to,those discussed under“Risk Factors”,“Dividends”,“Managements Discussion and Analysis of Financial Condition and Results 109、of Operations”,“Discussion and Analysis of Pro Forma Financial Information”,“Business”and“Appendix AIndustry Overview”.These forward-looking statements speak only as of the date of this offeringdocument.Although we believe that the expectations reflected in the forward-lookingstatements are reasonab110、le,we cannot guarantee future results,levels of activity,performanceorachievements.Wedonotintend toupdate anyoftheforward-looking statements after thedateof this offering document to conform those statements to actual results,subject to compliancewith all applicable laws including the Securities and111、 Futures Act and/or rules of the SGX-ST.ENFORCEABILITY OF CIVIL LIABILITIESOur Company is a company with limited liability incorporated under the laws of the Republic ofSingapore.AllofourcurrentoperationsareconductedoutsideoftheUnitedStates,andallofourassets are located outside of the United States.112、Most of our Directors and management and mostof the directors and management of the Vendor,Reco Platinum and our auditors reside outsidethe United States.The assets of the Vendor and Reco Platinum are located outside theUnited States.As a result,it may not be possible for investors to effect service113、 of processwithin the United States upon us,the Vendor,Reco Platinum or such persons or to enforce in theUnited States any judgment obtained in the United States courts against us,the Vendor,RecoPlatinum oranyof suchpersons,including judgments based upon the civil liability provisions ofthe securiti114、es laws of the United States or any state or territory of the United States.There is uncertainty as to whether judgments of courts in the United States based upon the civilliability provisions of the federal securities laws of the United States are recognized orenforceable in Singapore courts,and th115、ere is doubt as to whether Singapore courts willenter judgments in original actions brought in Singapore courts based solely upon the civilliability provisions of the federal securities laws of the United States.A final and conclusivejudgment in the federal or state courts of the United States under116、 which a fixed sum of money ispayable,other than a sum payable in respect of taxes,fines,penalties or similar charges,may besubject to enforcement proceedings as a debt in the courts of Singapore under the common lawdoctrine of obligation.Civil liability provisions of the US federal and state securi117、ties law permitpunitive damages against us,the Vendor,Reco Platinum,our Directors and executive officers orthe directors and executive officers of the Vendor and Reco Platinum.Singapore courts wouldnot recognize or enforce judgments against us,the Vendor,Reco Platinum,our Directors andexecutive offi118、cers or the directors and executive officers of the Vendor and Reco Platinum to theextent that the judgment is punitive or penal.It is uncertain as to whether a judgment obtainedfrom the US courts under civil liability provisions of the federal securities law of the UnitedStates would be determined 119、by the Singapore courts to be or not be punitive or penal in nature.Such a determination has yet to be made by any Singapore court.The Singapore courts will alsonot be quick to recognize or enforce a foreign judgment if the foreign judgment is inconsistentwith a prior local judgment,contravenes publ120、ic policy,or amounts to the direct or indirectenforcement of a foreign penal,revenue or other public law.PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATIONThis offering document contains our audited combined financial statements as of and for theyears ended March 31,2008,2009 and 2010,our unaudit121、ed interim combined financialstatements for the three-month periods ended June 30,2009 and 2010,and our unauditedpro forma financial statements for the years ended March 31,2008,2009 and 2010 and for thethree-month period ended June 30,2010.Our combined financial statements present our financial con122、ditions,results of operations andcash flows as if the Japan Reorganization and the GLPH Reorganization(each as defined in“HistoryandCorporateReorganization”)hadoccurredasofApril1,2007,or,iflater,thedateofincorporation of the relevant entity.Accordingly,the assets,liabilities,results and cash flows o123、fthe entities under common control that are acquired by our Group in connection with the Japan-viii-Reorganization and the GLPH Reorganization are included in our Groups combined financialstatements as of April 1,2007,or,if later,the date of incorporation of the relevant entity.Weprepare ourcombined124、 financial statements inaccordancewithInternational Financial ReportingStandards(“IFRS”).IFRS differs in certain respects from generally accepted accountingprinciples in certain other countries,including the United States.Our financial informationincluded in this offering document has not been prepa125、red or presented in compliance with theSECs published guidelines in Regulation S-X under the US Securities Act for the preparationand presentation of financial information.In addition,we have prepared and presented our unaudited pro forma financial statements basedon our historical combined financia126、l statements as of and for the years ended March 31,2008,2009 and 2010 and the three-month period ended June 30,2010,in order to illustrate the effectsof the 2009 Acquisition,the GLPH Acquisition,the Change in Capital Structure and all otheracquisitions anddisposalsofcompanies byourGroupsince April1127、,2007.Specifically,the2009Acquisition,which took place in February 2009,the GLPH Acquisition,which will only becompleted immediately prior to the listing of our Company on the Main Board of the SGX-ST,and the Change in Capital Structure,which hastaken place subsequenttoJune30,2010,haveallbeen treate128、d as if they have taken place as of the earliest date of the relevant period presented inthe pro forma financial information.With respect to the 2009 Acquisition and all otheracquisitions of entities since April 1,2007,we have treated them as having occurred onApril 1,2007,or,if later,the date of in129、corporation of the relevant entity.With respect todisposals of entities since April 1,2007,we have reversed any profit or loss pertaining to thoseentities.See“History and Corporate Reorganization”and note 1 to our pro forma financialstatements included in this offering document for a further discuss130、ion of the presentation of ourpro forma financial statements.The presentation of these pro forma financial statements differsfrom how pro forma statements would be presented in accordance with Regulation S-X.For adescription of the presentation of our pro forma financial statements,and the treatment131、 ofacquisitions and disposals subsequent to April 1,2007 being treated as having occurred onApril 1,2007(or,if later,the date of incorporation of the relevant entity),see“Summary ProForma Financial Information”,“Discussion and Analysis of Pro Forma Financial Information”and“Risk FactorsRisks Relatin132、g to Our Business and OperationsOur combined financialstatements are not comparable to one another,and the presentation of our pro forma financialstatements differs from the presentation that would be required by the SEC”.We prepare our combined and pro forma financial statements in US dollars.This 133、offeringdocument contains conversions of US dollar amounts into Singapore dollars solely for theconvenience of the reader.Unless otherwise indicated,US dollar amounts in this offeringdocument have been translated into Singapore dollars,based on the exchange rate of S$1.34=US$1.00,quoted by Bloomberg134、 L.P.on the Latest Practicable Date.However,these translationsshouldnotbeconstruedasrepresentations thatUSdollaramountshavebeen,wouldhavebeenorcould be converted into Singapore dollars or that Singapore dollar amounts have been,wouldhave been or could be converted into US dollars at those rates or a135、ny other rate or at all.See“Exchange Rates and Exchange Controls”for certain historical information on the exchangerate between US dollars and Singapore dollars.We have included the exchange rate quoted above in its proper form and context in this offeringdocument.Bloomberg L.P.has not provided its 136、consent,for purposes of Section 249 of theSecurities and Futures Act,to the inclusion of the exchange rate quoted above and in“ExchangeRates and Exchange Controls”in this offering document and is thereby not liable for suchinformation underSections253and254oftheSecuritiesandFuturesAct.Whilewe,theVen137、dor,Reco Platinum,the Joint Global Coordinators and Joint Underwriters have taken reasonableactions to ensure that the above exchange rates have been reproduced in their proper form andcontext,neither we,the Vendor,Reco Platinum,the Joint Global Coordinators,JointUnderwriters nor any other party has138、 conducted an independent review of the information orverified the accuracy of the contents of the relevant information.-ix-MARKET AND INDUSTRY INFORMATIONUnless stated otherwise,market data used in this offering document are as of the LatestPracticable Date(as defined herein).Market data used in th139、is offering document under thecaptions“Summary”,“Risk Factors”,“Managements Discussion and Analysis of FinancialCondition and Results of Operations”,“Discussion and Analysis of Pro Forma FinancialInformation”and“Business”have been extracted from official and industry sources andother sources we beli140、eve to be reliable.Sources of these data,statistics and informationinclude CB Richard Ellis Limited(“CBRE Limited”)and Jones Lang LaSalle K.K.(“JLLJapan”,and together with CBRE Limited,the“Industry Consultants”).We commissioned CBRE Limited to prepare the market assessment of the logistics industry 141、andthe logistics facility industry in Asia and China included as pages A-2 to A-55 of Appendix A tothis offering document.We commissioned JLL Japan to prepare the market assessment of thelogistics industry and the logistics facility industry in Japan included as pages A-56 to A-77 ofAppendix A to th142、is offering document.Each of the Industry Consultants has advised us that the statistical and graphical informationcontained herein under“Appendix AIndustry Overview”has been drawn from its databasesand other sources.TheIndustryConsultantsadvisethattheirforecastsshouldberegardedasindicativeassessmen143、tsof possibilities rather than absolute certainties,and that the process of making forecasts involvesassumptions in respect of a considerable number of variables which are acutely sensitive tochanging conditions,variations in any one of which may significantly affect the outcome.TheIndustry Consulta144、nts advise that while they have made certain assumptions with carefulconsideration of factors known as at the date of this offering document,prospectiveinvestors should consider the risk that any of the assumptions may be incorrect orincomplete.The Industry Consultants advise further that these sect145、ions contain significantvolumes of information which are derived from third-party sources,and that while the IndustryConsultants believe that such third-party sources are reliable,the Industry Consultants do notwarrant or represent that such information is accurate or correct.Each Industry Consultan146、taccepts liability only to the extent of any error or omission from,or a false or misleadingstatement in,itssectionandinformationderivedfromitssection,anddoesnotacceptliability forany omission or statement in any other part of this offering document.The Industry Consultants are independent companies147、 that carry out business research for thelogistics industry and the logistics facility industry from time to time.Their market analysis,surveys and forecasts are used by many of the worlds logistics industry and the logistics facilityindustry companies,financial institutions and government departmen148、ts.From time to time,wehave engaged and/or may engage affiliates of the Industry Consultants to perform valuations,property management services and related work for us,for which we paythem market rates.TheIndustry Consultants(or any of their directors,officers,employees or affiliates)may,to theexten149、t permitted by law,own or have a position in the securities of(or options,warrants or rightswithrespect to,orinterest in,the sharesorother securities of)the Company.Inparticular,CBREGRES is a Cornerstone Investor.See“Share Capital and Shareholders Information onCornerstone Investors”.CBRE Limited ha150、s represented to us that,notwithstanding CBREGRESs participation as a Cornerstone Investor,CBRE Limited is an independently managedand operated affiliate of CB Richard Ellis Group,Inc.(the“CBRE Group”),and themanagement and operations of CBRE Limited are independent of the management andoperations o151、f CBRE GRES.The Industry Consultants are aware of,and have consented to,the inclusion of their names andreports in this offering document.Such information,data and statistics have been accuratelyreproduced and,as far as we are aware and are able to ascertain from information published orprovided by 152、the Industry Consultants,no facts have been omitted that would render thereproduced information,data and statistics inaccurate or misleading.Reports and industrypublication generally state that the information that theycontain has been obtained from sourcesbelieved to be reliable,but that the accura153、cy and completeness of that information is not-x-guaranteed.Although we believe the information that the Industry Consultants supplied isreliable,we,the Vendor,Reco Platinum,the Joint Global Coordinators and the JointUnderwriters and our and their affiliates and advisors,have not independently verif154、ied andmake no representation regarding the accuracy and completeness of this information.Similarly,internal surveys,industry forecasts and market research,which we believe to be reliable,havenot been independently verified,and none of the Vendor,Reco Platinum,the Joint GlobalCoordinators,the Joint 155、Underwriters or us makes any representation as to the accuracy orcompleteness of this information.VALUATIONS,PROPERTY VALUES AND GROSS FLOOR AREAWe have included in this offering document the valuations of our interests in properties.Thesevaluations reflect the market value of the properties at the 156、date of valuation,being generally theestimated amount at which an asset would be exchanged on the date of valuation between awillingbuyerandawillingseller inanarmslength transaction.Themethodologiesusedbyeachof the independent valuers(the“Independent Valuers”)of our property interests may differ,and157、are based on assumptions by the Independent Valuers of facts particular to that property.Thesevaluation reports generally provide that the Independent Valuers have relied on informationprovidedbytheentityowningtherelevantproperty(whichmaynotbeoursubsidiaryoranentityover which we have control),and th158、at they do not take responsibility for the accuracy of theinformation.In particular,the valuations of land reserve in the China Portfolio are indicativeonly.We do not treat a parcel of land in our land reserve as part of our assets as reflected in ourcombined financial statements unless and until th159、e relevant PRC subsidiary and/or a jointly-controlled entity acquires the relevant parcel.For more information about thedefinition of“landreserve”,see“BusinessOurPortfolioPortfolioSummary”.Themethodologies,assumptions and facts relied on by each Independent Valuer and the Independent Valuersdisclaim160、ers are contained in the Independent Valuers valuation reports and/or valuationcertificates which are available for inspection at our office.See“General and StatutoryInformationDocuments Available for Inspection”.From time to time,we have engaged and/or may engage affiliates of the Independent Value161、rs toprovide management or other services for certain of our properties,for which we pay suchaffiliates market rates.The Independent Valuers(oranyoftheir directors,officers,employeesoraffiliates)may,to the extent permitted by law,own or have a position in the securities of(oroptions,warrants or righ162、ts with respect to,or interest in,the shares or other securities of)theCompany.In particular,CBRE GRES is a Cornerstone Investor.See“Share Capital andShareholders InformationonCornerstoneInvestors”.CBRichardEllis(Pte)Ltd(“CBRE PL”)has represented to us that,notwithstanding CBRE GRESs participation a163、s aCornerstone Investor,CBRE PL is an independently managed and operated affiliate of theCBRE Group,and the management and operations of CBRE PL are independent of themanagement and operations of CBRE GRES.For the fiscal years ended March 31,2008 and 2009,with respect to our China properties,weused 164、the results of our internal valuation for the purpose of stating our completed investmentproperties and investment properties being re-positioned at fair value in our combined and proforma financial statements.Our internal valuations were not inconsistent with thevaluations wesubsequently obtained f165、rom the Independent Valuers.For the fiscal year ended March 31,2010,we used the valuations of the Independent Valuers in the preparation of our combined and ourpro forma financial statements.Wecannotassureyouthatthesevaluationsandpropertyvaluesreflect accuratelythevalueofourproperty interests and th166、at our property interests will be realized at such values.See“RiskFactorsRisks Relating to Our Business and OperationsThe valuations of our logisticsfacilities contain assumptions that may not materialize”.We have included in this offering document the gross floor area(“GFA”)of our propertyinterests167、.We determine GFA generally by reference to the built-up area of the property,excluding car park space.For properties under development,the GFA is based on our-xi-estimation byreference to,among other things,construction plans,which maychange.The GFAof our properties under development,in certain cas168、es,is subject to final verification by surveyand regulatory approval.For properties being repositioned,the GFA is based on the currentbuilt-up area reflected in the title certificates.For land held for future development and landreserve,the GFAis assumed using certain planning parameters of the land169、,such as plot ratio andbuilding coverage ratio.Unless otherwise expressly stated,the calculation of GFA and theinformation derived from GFA amounts(e.g.weighted average contracted rental rate)set forthin this offering document are based on 100%of the GFA of the properties owned by oursubsidiaries an170、d jointly controlled entities,and not just our attributable interest in thoseproperties.For more information about the GFA of properties held by our subsidiaries andjointly-controlledentities,see“BusinessOurPortfolioPortfolioSummary”and“Appendix DSummary of the Valuation Reports Issued by the Indepe171、ndent Valuers inRespect of the Properties”.We have also included in this offering document various operation ratios of our propertyinterests with regard to completed properties:k“Lease ratio”means the total floor area contracted to be leased as at March 31,2008,2009 or 2010 or June 30,2010(as the ca172、se may be)divided by the total net leasable areaas at March 31,2008,2009 or 2010 or June 30,2010(as the case may be).k“Average lease ratio”means the total floor area contracted to be leased over the fiscalyears ended March 31,2008,2009 or 2010 or the three-month period ended June 30,2010 divided by 173、the total floor area available for lease over the same period.k“Weighted average lease terms(original)”means the sum of the product between eachleases floor area contracted to be leased as at March 31,2008,2009 or 2010 or June 30,2010(as the case may be)and the full contractual term of the lease,div174、ided by the totalfloor area leased as at March 31,2008,2009 or 2010 or June 30,2010(as the case maybe).k“Weighted average lease terms(remaining)”means the sum of the product between eachleases floor area contracted to be leased as at March 31,2008,2009 or 2010 or June 30,2010(as the case may be)and 175、the remaining term of the lease,divided by the total floorarea leased as at March 31,2008,2009 or 2010 or June 30,2010(as the case may be).k“Weighted average contracted rental rate”means,in the case of properties in the ChinaPortfolio,the sum of the product between each leases floor area contracted 176、to be leasedand the contracted rent plus property management fee per sq.m.per day,divided by thetotal floor area leased as at March 31,2008,2009 or 2010 or June 30,2010(as the casemay be);and,in the case of properties in the Japan Portfolio,the sum of the productbetween each leases floor area contra177、cted to be leased and the contracted rent pluscommon area maintenance fee per sq.m.per month,divided bythe total floor area leasedas at March 31,2008,2009 or 2010 or June 30,2010(as the case may be).CLASSIFICATION OF PROPERTIESThe valuation of each property in the China Portfolio and the Japan Portf178、olio and presented inthis offering document is the valuation given by the Independent Valuers.However,prospectiveinvestors should note that our Company uses a different approach for classifying a propertysdevelopment status from that of JLL Limited,the Independent Valuer for the China Portfolio.Our 179、Company classifies the status of a property based on our internal definition of actualdevelopment start date and the estimated completion date and the commercial or businessintention with which the property is or will be placed,whilst the Independent Valuer values andclassifies the status of a prope180、rty based on its actual physical status/condition as at the date ofvaluation.As an example to illustrate this difference,if our Company had commencedconstruction on a site but then suspended construction because of adverse changes in theglobal economic outlook during the recent financial crisis,our 181、Company would treat theproperty as“Land held for future development”,while the Independent Valuer would treat theproperty as“Property under development”.-xii-Although the total number of properties and the total GFA of all the properties comprising theChina Portfolio as set out in each of the sectio182、ns“Summary”,“Managements Discussion andAnalysis of Financial Condition and Results of Operations”,“Discussion and Analysis of ProForma Financial Information”,“Business”and“Appendix D Summary of the ValuationReports Issued by the Independent Valuers in Respect of the Properties”are identical,there ar183、enine properties in the China Portfolio whose classification is different as a result of the differentclassification approaches adopted by our Company and the Independent Valuer.See footnote“*”to“Appendix D Summary of the Valuation Reports Issued by the Independent Valuers inRespect of the Propertie184、s China”.Asa result,the number of properties,the total GFA and thetotal valuation of properties in sub-categories of properties as set out in each of the sections“Summary”,“Managements Discussion and Analysis of Financial Condition and Results ofOperations”,“Discussion and Analysisof ProForma Financ185、ial Information”and“Business”aredifferent from that which appears in“Appendix D Summary of the Valuation Reports Issuedby the Independent Valuers in Respect of the Properties”.Prospective investorsshouldalsonote that anyinformation derived from aparticular category ofproperties such as the GFA of ou186、r completed and pre-stabilized portfolio in a particular city inChina as a percentage of the total GFA is calculated and presented based on our Companysclassification of properties.Similarly,all derived information,such as the lease ratio,averagelease ratio,weighted average lease term and weighted a187、verage contracted rental rate,arecalculated and presented in the same way.All of our properties in the Japan Portfolio are completed properties,and accordingly there is nodifference between our Companys classification of such properties and that of CBRE PL,theIndependent Valuer for the Japan Portfol188、io.The valuation of each property comprising the China Portfolio and the Japan Portfolio andpresented in this offering document is the valuation given by the two Independent Valuers.Notwithstanding the differences in the classification of properties in the China Portfolio,thetotal valuation of the C189、hina portfolio is not affected although the value of properties comprisinga particular sub-category may be different because of the differences in classification describedabove.CERTAIN DEFINED TERMS AND CONVENTIONSIn this offering document,references to our“Company”are to Global Logistic PropertiesL190、imited and,unless the context otherwise requires,the terms“we”,“us”,“our”and“our Group”refer to Global Logistic Properties Limited and its subsidiaries taken as a whole,as if theCorporate Reorganization and the Loan Repayment and Capitalization had been completed.In this offering document,references191、 to“S$”,“Singapore dollar”or“Singapore cent”are to thelawful currency of the Republic of Singapore,references to“US$”,“United States dollar”,“USdollar”or“US cent”are to the lawful currency of the United States of America,references to“Chinese Renminbi”,“Renminbi”or“RMB”are to the lawful currencyof t192、he PeoplesRepublicof China,and references to“”,“Japanese Yen”or“Yen”are to the lawful currency of Japan.Anydiscrepancies in the tables included herein between the listed amounts andtotals thereof aredue to rounding.The information on our websites or any website directly or indirectly linked to such 193、websites orthewebsites of anyof our related corporations or other entities in which we may have an interestis not incorporated by reference into this offering document and should not be relied on.References to our management and Directors are to the management and directors of ourCompany;references 194、to our“Memorandum and Articles of Association”are to theMemorandum of Association and Articles of Association of our Company;and references toour share capital in“Description of Our Shares”and elsewhere are to the share capital of ourCompany.-xiii-In addition,unlesswe indicate otherwise,all informat195、ion in this offering document assumes that(i)the Stabilizing Manager has not exercised the Over-allotment Option;and(ii)no OfferingShares have been re-allocated between the Placement and the Public Offer.References tothe“Latest PracticableDate”inthisofferingdocumentaretoSeptember 15,2010,which is th196、e latest practicable date prior to the lodgment of this offering document with theAuthority.Certain Chinese names and characters,such as those of PRC entities,properties,cities,governmental and regulatory authorities,laws and regulations and notices,have beentranslated into English or from English n197、ames and characters,solely for your convenience,and such translations should not be construed as representations that the English names actuallyrepresent the Chinese names and characters or(as the case may be)that the Chinese namesactually represent the English names and characters.Anyreference toda198、tesortimes ofdayinthisofferingdocument,theinstructionsbooklet entitled“Terms,ConditionsandProceduresforApplicationforandAcceptance oftheOfferingSharesinSingapore”,the Application Forms and,in relation to the Electronic Applications,theinstructions appearing on the screens of the ATMs or the relevant199、 pages of the internetbanking websites of the relevant Participating Banks,are to Singapore dates and timesunless otherwise stated.Any reference in this offering document,the instructions bookletentitled“Terms,Conditions and Procedures for Application for and Acceptance of the OfferingShares in Sing200、apore”,the Application Forms and,in relation to the Electronic Applications,theinstructions appearing on the screens of the ATMs or the relevant pages of the internet bankingwebsites of the relevant Participating Banks,to any statute or enactment is to that statute orenactment as amended or re-enact201、ed.Any word defined in the Securities and Futures Act,theSingapore Companies Act,or any statutory modification thereof and used in this offeringdocument has the meaning ascribed to it under the Securities and Futures Act,the SingaporeCompanies Act or any statutory modification thereof,as the case ma202、y be,unless otherwiseindicated.-xiv-CORPORATE INFORMATIONCompany.Global Logistic Properties LimitedDirectors.Ang Kong Hua(Independent Chairman)Jeffrey H.Schwartz(Deputy Chairman of the Board,Chairman of the Executive Committee and ExecutiveDirector)Ming Z.Mei(Chief Executive Officer and ExecutiveDir203、ector)Dr.Seek Ngee Huat(Non-Executive Director)Lim Swe Guan(Alternate Director to Dr.Seek Ngee Huat)Tham Kui Seng(Non-Executive Independent Director)Wei Benhua(Non-Executive Independent Director)Yoichiro Furuse(Non-Executive Independent Director)StevenLimKokHoong(Non-ExecutiveIndependentDirector)Dr.204、Dipak Jain(Non-Executive Independent Director)PaulChengMingFun(Non-Executive IndependentDirector)Company Secretaries.Wan Tiew Leng,Lynn(FCIS)Yoo Loo Ping(ACIS)Company Registration Number.200715832ZRegistered Office.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623Principal Place of Busines205、s inSingapore.50 Raffles Place#37-28 Singapore Land TowerSingapore 048623The Vendor.Schwartz-Mei Group LimitedCricket SquareHutchins DrivePO Box 2681Grand CaymanKY1-1111 Cayman IslandsGrantor of the Over-allotmentOption.Reco Platinum Pte Ltd168 Robinson Road#37-01 Capital TowerSingapore 068912Share 206、Registrar.Boardroom Corporate&Advisory Services Pte.Ltd.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623-1-Joint Global Coordinators and JointIssue Managers.Citigroup Global Markets Singapore Pte.Ltd.3 Temasek Avenue#17-00Centennial TowerSingapore 039190J.P.Morgan(S.E.A.)Limited168 Robins207、on Road17th Floor Capital TowerSingapore 068912Joint Bookrunners and InternationalUnderwriters.Citigroup Global Markets Singapore Pte.Ltd.3 Temasek Avenue#17-00Centennial TowerSingapore 039190J.P.Morgan(S.E.A.)Limited168 Robinson Road17th Floor Capital TowerSingapore 068912China International Capita208、l Corporation Hong KongSecurities Limited29th FloorOne International Finance Centre1 Habour View StreetCentralHong KongDBS Bank Ltd.6 Shenton WayDBS Building Tower OneSingapore 068809UBS AG,Singapore BranchOne Raffles Quay#50-01,North TowerSingapore 048583Joint Bookrunners and SingaporeUnderwriters.209、Citigroup Global Markets Singapore Pte.Ltd.3 Temasek Avenue#17-00Centennial TowerSingapore 039190J.P.Morgan(S.E.A.)Limited168 Robinson Road17th Floor Capital TowerSingapore 068912China International Capital Corporation(Singapore)Pte.Limited6 Battery Road#39-04Singapore 049909DBS Bank Ltd.6 Shenton W210、ayDBS Building Tower OneSingapore 068809-2-UBS AG,Singapore BranchOne Raffles Quay#50-01,North TowerSingapore 048583Lead Manager andJointUnderwriter.Nomura Securities Singapore Pte.Ltd.5 Temasek BoulevardSuntec Tower Five#11-01Singapore 038985Co-Lead Managers.BNP Paribas Capital(Singapore)Ltd.20 Col211、lyer Quay#01-01 Tung CenterSingapore 049319CLSA Singapore Pte Ltd80 Raffles Place#18-01,UOB Plaza 1Singapore 048624Macquarie Capital Securities(Singapore)Pte.Limited23 Church Street#11-11 Capital SquareSingapore 049481Oversea-Chinese Banking Corporation Limited65 Chulia Street#26-00 OCBC CenterSinga212、pore 049513Standard Chartered Securities(Singapore)Pte Ltd6 Battery Road,#10-05Singapore 049909United Overseas Bank Limited80 Raffles PlaceUOB PlazaSingapore 048624POWL Coordinator.Nomura Securities Co.,Ltd.9-1 Nihonbashi 1-chomeChuo-kuTokyo 103-0027JapanLegal Adviser to our Company,to theVendor and213、 to the Grantor of theOver-allotment Option as toSingapore Law.Allen&Gledhill LLPOne Marina Boulevard#28-00Singapore 018989Legal Adviser to our Company and tothe Grantor of the Over-allotmentOption as to US Federal SecuritiesLaw and New York Law.Clifford Chance28th Floor,Jardine HouseOne Connaught P214、laceHong Kong SAR-3-Legal Adviser to the Joint GlobalCoordinators and Joint IssueManagers,and Joint Bookrunnersand Joint Underwriters as toSingapore Law.WongPartnership LLPOne George Street#20-01Singapore 049145Legal Adviser to the Joint GlobalCoordinators and Joint IssueManagers,and Joint Bookrunne215、rsand Joint Underwriters as to USFederal Securities and New YorkLaw.Allen&Overy LLP24 Raffles Place#22-00Clifford CentreSingapore 048621Independent Auditors.KPMG LLP16 Raffles Quay#22-00 Hong Leong BuildingSingapore 048581Partner in charge:Eng Chin Chin(a member of the Institute of Certified PublicA216、ccountants of Singapore)Receiving Bank.DBS Bank Ltd.6 Shenton WayDBS Building Tower OneSingapore 068809Principal Bankers.Bank of ChinaPudong Branch838 Zhangyang RoadShanghaiPRCBank of CommunicationsShanghai Branch99 Huaihai Road EastShanghaiPRCSumitomo Mitsui Banking Corporation1-1-2 Yuraku-choChiyo217、da-ku,Tokyo 100-0006JapanBank of Tokyo Mitsubishi UFJToranomon Commercial Banking Office1-4-2 ToranomonMinato-ku,Tokyo 105-0001Japan-4-SUMMARYThissummaryhighlightsinformationcontainedelsewhereinthisofferingdocumentandmaynotcontain all of the information that may be important to you,or that you shoul218、d consider beforedeciding to invest in the Offering Shares.You should read this entire offering document,including our financial statements and related notes and the section entitled“Risk Factors”,before making a decision to invest in the Offering Shares.OVERVIEWWe are one of the largest providers o219、f modern logistics facilities in Asia.We are the leadingmodern logistics facility provider in China and Japan by floor area.China and Japan are Asiastwo largest economies and China is one of Asias fastest-growing logistics markets.Our earlymover advantage in these markets has allowed us to establish220、 our presence in strategicallylocated sites across key gateway cities in these countries.For a discussion of what constitutes a“modern”logistics facility in China and Japan,respectively,see“Appendix AIndustryOverview”included herein.We own,manage and lease out an extensive network of 296 completed p221、roperties within 122integrated parks(including 120 logistics parks and two light assembly facilities parks)with aGFA of approximately 6.2 million sq.m.(see chart on next page)as of June 30,2010.In China,we also have interests in an additional 1.0 million sq.m.of properties under development orbeing 222、repositioned andover2.2million sq.m.ofGFAunderlandheldforfuturedevelopment.Inaddition,we also have approximately 4.6 million sq.m.of GFAunder land reserve.Our networkis spread across 25 major cities in China and Japan,as further described in“BusinessOurPortfolio”.Each of our parks is strategically l223、ocated within key logistics hubs and near majorseaports,airports,transportation hubs or industrial zones in the greater metropolitan areas ofChina and Japan.The size and geographic reach of our portfolio,as illustrated below,allowustomeet our customers business and expansion needs in multiple locati224、ons,offering a significantcompetitive advantage.Our extensive network reflects our leadership positionChinaLimited supply of modern logisticsfacilitiesFast-growing logistics marketsupported by domestic consumptiongrowthOne of the worlds largest industrialoutputsOne of the worlds largestindustrialize225、d economiesWell-established logistics industryScarcity of modern logisticsfacilitiesJapanOur portfolio locationsChinaJapanChina/Japan headquartersOur portfolio ofmodernfacilities and ouroffering oflogistics facilities-related servicesallowusto meet the requirements of large multi-national companies 226、as well as leading domestic-5-customers.Inaddition,ourstabilized assetsinJapanprovideuswitharecurrentsourceofcapitalto fund our strategic growth in China,enhancing our flexibility to respond decisively toacquisition and development opportunities.Proven track record of growthKey members of our manage227、ment team have proven track records of developing and managinglogistics facilities.Our portfolio grew from 0.19 million sq.m.at the end of fiscal year endedMarch 31,2004 to 6.02 million sq.m.at the end of fiscal year ended March 31,2010,representing aCAGRof77.9%.ThefollowingchartshowsthegrowthoftheC228、hinaPortfolioandthe Japan Portfolio by aggregate GFA of completed properties as at each of the dates indicated.1.041.562.382.762.802.800.470.300.772.601.413.223.380.080.551.342.333.795.366.026.180.1920042005200620072008200920102010GFA(million sq.m.)ChinaJapan200510 Japan GFA CAGR:42.9%(1)200510 Chin229、a GFA CAGR:109.4%(1)2004 2010 CAGR:77.9%(2)As at March 31,As at June 30,(1)For the period from March 31,2005 to March 31,2010(2)For the period from March 31,2004 to March 31,2010Weare managed byateam that includes industryspecialistswithpublic companyexperience ledby Jeffrey H.Schwartz,the former Ch230、airman and CEO of ProLogis.Our team has end-to-endcapabilities that allow us to comprehensively cater to our customers needs.We offer value-added services including facility design,site selection,network optimization,property management andco-marketing with customers,suchasmagazine advertising featu231、ringJoyo Amazon.We offer a broad range of logistics facility-related solutions spanning varioussegments including multi-tenanted facilities,build-to-suit/single-tenantedfacilities andfacilities under sale and leaseback arrangements and are one of the few providers of modernlogistics facilities in Ch232、ina and Japan.Our customers include both established multi-nationaland domestic brands,including Wal-Mart China,DHL,FedEx,UPS,Joyo Amazon,Sony,Panasonic,Yum!,Deppon Logistics,Shanghai Pharma,Hitachi Transport System and NipponExpress.-6-The following chart shows the logistics facility-related servic233、es that we offer to our customersand our ability to provide solutions across the entire logistics facility value chain.CustomerNeedsCustomerSolutionsGLP Solutions Multi-tenantedSale andLeasebackBuild-to-SuitPropertyManagementServicesCo-MarketingwithCustomersSite Selection&IncentiveNegotiationNetwork234、Design&OptimizationFacilityDesign&ConstructionOur operating environment and growth strategyOur existing operations are in China and Japan,and our strategy will continue to be Asia-focused.Asian economies have grown faster than economies in other regions in the world overthe past five years,and we be235、lieve that the potential for growth in Asia is substantial(See“Appendix AIndustry Overview”included herein).For example,while GDP growth rates inthe United States and the Euro zone were stagnant or negative in 2008 and 2009,Chinas GDPhascontinued togrowstronglyduring thoseperiods,with9.6%growthin200236、8and9.1%growthin 2009.The International Monetary Fund estimates that within five years,Asias economy will beapproximately 50%larger(in purchasing-power-parity terms)than it is today and that by 2030,Asian economies GDP will exceed that of the“Group of Seven”industrialized countries inaggregate.(1)We237、 intend to continue to focus our business on Asia in order to capitalize on thisgrowth opportunity,and in particular in China.When suitable opportunities arise,we intend toselectively expand our business in other Asian growth markets where we do not currentlyoperate,such as India and Vietnam.China O238、ur Growth OpportunityWe believe that there are substantial opportunities for growth in the Chinese market for logisticsfacilities.The logistics market in China has grown at a CAGR of 12.4%from 2005 to 2009 toreach a market size of approximately RMB 6,083 billion(US$894 billion)in 2009.See“Appendix A239、Industry Overview”included herein.The provision of logistics facilities hasbeen one of the industries supported by the National Development and Reform Commissionsince 2005.We expect Chinas current economic and demographic conditions to drive demandfor logistics facilities.In our view,the current sup240、ply of logistics facilities in China is insufficient,in terms of bothnumber and quality of existing facilities,to address the growth in demand that we expect in theChinese market.Asabasisofcomparison,thesupplyoflogistics facilities intheUnited States isapproximately 14 times greater,by GFA per capit241、a,than that of China.We also believe that alarge proportion of the existing logistics facilities in China are not built to modern standards andwe expect their replacement to accelerate along with Chinas rapid urbanization.In addition,-7-(1)Source Singh,A.,“Asia Leading the Way”,Finance&Development,J242、une 2010.Anoop Singh has not provided hisconsent,for the purposes of Section 249 of the Securities and Futures Act,to the inclusion of the information cited andattributed to him in this document,and is thereby not liable for such information under Sections 253 and 254 of theSecurities and Futures Ac243、t.While we,the Vendor,Reco Platinum,the Joint Global Coordinators and the JointUnderwriters have taken reasonable actions to ensure that the information from the relevant report issued by AnoopSingh has been reproduced in its proper form and context,and that the information has been extracted accura244、tely andfairly from such report,neither we,the Vendor,Reco Platinum,the Joint Global Coordinators and the Joint Underwritersor any other party has conducted an independent review of the information contained in these reports or verified theaccuracy of the contents of the relevant information.Please 245、see“General and Statutory InformationSources”.major modernlogisticsfacility providersaccount forapproximately1.0%oftotal market supply.See“Appendix AIndustry Overview”included herein.Among these providers,we haveestablished clear market leadership by floor area with a portfolio of modern logistics f246、acilitiesthat the China Association of Warehouses and Storage recognized in July 2010 as the largest inChina.Our portfolios GFA is approximately four times larger than that of the second largestmodern logistics facility provider in China.The following chart shows the size of the China Portfolio of m247、odern logistics facilities(completed facilities only)compared to the portfolios of certain other modern logisticsfacilities providers,by GFA.Major modern logistics facility providers accountfor approximately 1.0%of total market supply(million sq.m.)Completed portfolio of major modern logistics facil248、ityproviders in China(million sq.m.)5.8550.0Major modern logisticsfacility providersTotal market supply oflogistics facilities2.80.70.60.40.40.30.30.30.1GLPBlogisAMBYupeiACLMapletreeVailogINGRealEstateGoodmanSource:Please refer to Appendix AIndustryOverviewSource:Please refer to Appendix AIndustryOv249、erview-8-Japan Our Stable Source of Cash FlowsJapan is one of the largest economies in Asia and among the three largest economies in theworld.The logistics industry in Japan is well-established,and according to the Japan Institute ofLogistics Systems,had a market size of 46.0 trillion(US$515.0 billi250、on)for the 12-monthperiod ended March 31,2008(2).Modern logistics facilities however account for approximately2%ofthetotalmarketsupply.Amongthesemodernfacilities providers,wearethemarketleaderin the modern logistics facilities segment,with a market share that is more than three times aslarge as that251、 of our nearest competitor by net leasable area(“NLA”)as the chart below shows.9.2480.0Modern logistics facilitiesTotal logistics facilities2.60.80.70.60.10.1GLPProLogisAMBJapanLogisticsFundMapletree Industrial&InfrastructureFund Inv.Modern logistics facilities account for approximately2%of total ma252、rket supply(million sq.m.)Net leasable area of major modern logistics facilityproviders in Japan(million sq.m.)Source:Please refer to Appendix AIndustryOverview.Source:Please refer to Appendix AIndustryOverview.Our focus in Japan has been on maintaining a modern portfolio of high-specification facil253、itiesthat generate strong recurring cash flows.The strong financial performance of our facilities inJapan is underpinned by the following key characteristics:kConsistently high lease ratio averaging 99.5%for the period from September 2002 to June2010.kHigh historical customer retention ratio of 84.5254、%for the period from September 2002 toJune 2010.kWALE of 6.6 years as of June 30,2010,providing comparative cash flow predictability.While the Japanese logistics facilities industry is well-established,we believe that there aredynamics within the industrysuch as the scarcity of large,modern,efficien255、t and network-integrated logistics facilities,focus on cost reduction and outsourcing,and an increasingcustomerpreferenceforleasingratherthanowningfacilitiesthatwillshapeitsdevelopment in the future.We intend to capitalize on these market dynamics to selectively-9-(2)SourceJapan Institute of Logisti256、cs Systems;Logistics Investigation Report(March 2010).The Japan Institute ofLogistics Systems has not provided its consent,for the purposes of Section 249 of the Securities and Futures Act,to theinclusionoftheinformation cited andattributed toitinthisdocument,andistherebynotliable forsuchinformation257、 underSections 253 and 254 of the Securities and Futures Act.While we,the Vendor,Reco Platinum,the Joint GlobalCoordinators and the Joint Underwriters have taken reasonable actions to ensure that the information from the relevantreport issued by Japan Institute of Logistics Systems has been reproduc258、ed in its proper form and context,and that theinformation has been extracted accurately and fairly from such report,none of the Vendor,Reco Platinum,the JointGlobal Coordinators,the Joint Underwriters,us or any other party has conducted an independent review of theinformation contained in these repo259、rts or verified the accuracy of the contents of the relevant information.Pleasesee“General and Statutory InformationSources”.expand our network of facilities across the country and maintain our share of the Japan logisticsfacilities market.RECENT DEVELOPMENTSPotential Strategic TransactionOn August 260、2,2010,we entered into a framework agreement to acquire two companies that ownin aggregate approximately 53%equity interest in a company that owns certain strategicallylocated assets in a first-tier city in China.The potential transaction would provide us with bothcompleted properties and a substant261、ial land portfolio in a strategic location.The consummation of the transaction issubject toa number ofconditions,including satisfactorydue diligence of the target properties and sellers,successful negotiation and entry into a sale andpurchase agreement and successful consummation of the Offering.In 262、the event that theconditions are satisfied,the consummation of this transaction could occur soon after thesettlement of the Offering.The framework agreement provides that the consideration for the sale and purchase of the targetwill be determined by reference to the net asset value of the target gro263、up.In this regard,wecontemplate thatthe consideration willbedeterminedbyreference tothevalueofthetotal assetsand liabilities of the target group(at the time of closing of the acquisition after satisfactory duediligence),which would subsequently be adjusted by reference to a completion audit.Theconsi264、deration for the sale and purchase would be approximately US$335 million.70%of theconsideration would be satisfied by the issuance of new Shares and 30%of the considerationwould be satisfied in cash.We also contemplate that the new Shares to be issued to the sellerswill be determined by reference to265、 the weighted average trading price of the Shares prior to thesigning of the formal sale and purchase agreement.We intend to fund the cash portion of theconsideration with the proceeds from the Offering,cash generated from operations andborrowings.It is the parties intention that the target will dis266、pose of one of its subsidiaries after we completeour acquisition of the target,because the subsidiarys assets are not part of our core business.Asthe consideration for this acquisition does not take into account the value of the subsidiary to bedisposedof,following the disposal(which isdue tooccur a267、fter the completion ofouracquisitionof the target)we will be required to repay to the sellers approximately US$86 million(whichrepresents our portion of the sale proceeds from the disposal).Ifthe acquisition isconsummated,investorsintheOffering will experience dilution arising fromthe issuance of th268、e new Shares to the sellers.We expect the equity component of the purchaseconsideration not to exceed 5.0%of our issued share capital following the listing of ourCompany on the Main Board(to standardize wage)of the SGX-ST.Any Shares issued asconsideration for this transaction will be subject to a 18269、0-day lock-up after the date ofcompletion of the transaction.Other TransactionsDuring the period from July 1,2010 to September 15,2010,we(i)acquired two additional landplots with an aggregate estimated value of US$8.1 million,(ii)signed a supplementary landgrant contract to return to the government 270、a portion of the Chongqing II plot valued atUS$2.9 million,and(iii)signed a land swap agreement for certain Xiuzhou propertiesvalued at US$6.9 million;the land swap process is underway.In addition,we are currentlyfinalizing land grantcontracts for twoplotsofland reserve,withanaggregate estimated val271、ue ofUS$6.2 million.-10-OUR STRENGTHSWe are one of the largest providers of modern logistics facilities in AsiaWe are one of the largest providers of modern logistics facilities in Asia and the leading modernlogistics facility provider in China and Japan by floor area.We believe that having one of t272、helargest networks of strategically located modern logistics facilities in Asia and a leadingpresence in Asias two largest economies offers us a number of strategic benefits:k“Network effect”the geographic reach of our network and the number,size,location andquality of our facilities allows customer273、s to expand within our logistics parks as well asacross our network locations as their businesses grow.For example,over the past threeyears,Deppon Logistics has increased the GFA it leases from us from approximately3,000 sq.m.in Chongqing to more than 30,000 sq.m.across six cities in China.kDiversif274、ied earnings base the scale of our network helps us to achieve revenue diversity,with over 250 established customers spread over eight end-user industry sectors,as well asgeographic coverage within China and Japan.kEconomies of scale being one of the largest providers of modern logistics facilities 275、inAsia offers us cost efficiencies in terms of negotiating construction contracts and facilitymanagement contracts and optimizing personnel resources and information systems.Leadership in Asias two largest economiesChina One of Asias fastest growing logistics marketsChina offers an attractive market276、 opportunity,driven by strong demand for modern logisticsfacilities:kSignificant growth potential driven by growth in Chinas domestic consumption:Witha large and rapidly growing middle-income population,China is becoming one of theworlds largest consumer markets(See“Appendix AIndustry Overview”inclu277、dedherein).Our China Portfolio is located in cities serving regions which account for morethan half of Chinas GDP and we expect that growth in Chinas domestic consumption willgenerate opportunities for us to provide modern logistics facilities to support an increase inthe volume of consumer goods th278、at need to be transported and distributed in a cost andtime-efficient manner.Asof June 30,2010,approximately 80%of our logistics facilities inChina by leased area supply catered to domestic demand.Most of the end-industry sectorsthat our customers serve are closely related to domestic consumption.-1279、1-Leased area for completed logistics properties by end user industry and demand typeLeased area for completed logistics properties by end user industry and demand typeElectronics/High-tech22%Fast-moving consumer goods23%Auto and parts13%Retail/Fast food chain19%GeneralLogistics Services14%Other5%Ma280、chinery2%Pharmaceuticals/medical instruments2%Import/export related20%Domestic demand related80%Note:As at June 30,2010kLimited supply of logistics facilities,in particular modern logistics facilities:Webelieve that the current supply of logistics facilities in China is insufficient,in terms ofboth 281、quantity and quality,to address the expected growth in demand.The current supply oflogistics facilities in terms of GFAper capita in the United States isapproximately 14timesthat of China(See“Appendix AIndustry Overview”included herein).We believe over75%of existing logistics facilities in China are282、 unable to serve current logisticsrequirements.kStrong and sustained growth in industrial output and economic activity:Growth inproduction output at a steady pace and a strong export-oriented market create furtheropportunities for us to attract customers in the industrial and manufacturing sectors.I283、naddition,we expect growth in production output in China to drive the expansion orrelocation of companies and industries from Chinas coastal cities to second-and third-tiercities further inland,creating additional opportunities for usto provide logistics facilities toour customers in new locations.J284、apan Well established logistics marketThe logistics industry in Japan is well-established,and according to the Japan Institute ofLogistics Systems had amarket size of 46.0 trillion(US$515.0billion)for the 12-month periodended March 31,2008.(3)We are the leading modern logistics facility provider by 285、floor area inJapanand we derivepositive andstable cashflowsfrom the Japan Portfolio.We intend tousethecash that the Japan Portfolio generates for our expansion plans in China and the rest of Asia.Weexpect that Japans position as Chinas largest trading partner in Asia will generate cross-bordermarket286、ing opportunities and other“network effects”for us.-12-(3)SourceJapan Institute of Logistics Systems;Logistics Investigation Report(March 2010).The Japan Institute ofLogistics Systems has not provided its consent,for the purposes of Section 249 of the Securities and Futures Act,to theinclusionofthei287、nformation cited andattributed toitinthisdocument,andistherebynotliable forsuchinformation underSections 253 and 254 of the Securities and Futures Act.While we,the Vendor,Reco Platinum,the Joint GlobalCoordinators and the Joint Underwriters have taken reasonable actions to ensure that the informatio288、n from the relevantreport issued by Japan Institute of Logistics Systems has been reproduced in its proper form and context,and that theinformation has been extracted accurately and fairly from such report,none of the Vendor,Reco Platinum,the JointGlobal Coordinators,the Joint Underwriters,us or any289、 other party has conducted an independent review of theinformation contained in these reports or verified the accuracy of the contents of the relevant information.Pleasesee“General and Statutory InformationSources”.Atthe same time,the Japan logistics market also presentsanattractive opportunity for 290、us,drivenby the following factors:kScarcity of modern logistics facilities:The majority of existing logistics facilities aresmall and old.Facilities of more than 10,000 sq.m.of GFA under 10 years of age accountfor less than 6.5%of current supply.kContinued growth in the third party logistics provide291、r(“3PL”)industry:There hasbeen a growing emphasis by corporates to focus on core operations and cost reductions,resulting inanoverall 16.6%growthinthe3PLindustryfrom2005to2009.Industriessuchas internet/mail order services which grew by 93.8%by revenues from 2005-2009 havefurther fuelled the demand f292、or large,modern and efficient facilities.kAttractive opportunities for new developments:We are well positioned to capitalize ondevelopment opportunities in Japan,given the development expertise our team hasacquired over the past decade.We believe that in 2011 supply and demand dynamicswill make deve293、lopment attractive.Having one of the largest logistics facility networks inJapan gives us increasing opportunities to serve our customers in their expansion andsupply chain re-configuration requirements.A scalable business modelCompared to other real estate segments,the inherent characteristics of t294、he logistics real estatesector,coupled with our efficient development practices,result in shorter gestation and cashconversioncycles.Inourexperience,thetimerequiredtodevelopandstabilize atypical logisticsfacility is substantially less than the time required to develop and stabilize typical retail an295、doffice properties.Once stabilized,these assets can serve as a recurrent source of internal cashflows.As such,we are able to realize our cash returns earlier compared to other real estatesegments,and these recurring cash flowscan be re-invested to accelerate growth in the business.A shorter cash con296、version cycle also minimizes the risk profile of the business as it reducesexposure to economic cycles.The scalability of our business model gives us the advantage of being able to continue buildingon our leadership position to capitalize on the significant market opportunities in Asia formodern log297、istics facilities,as well as to meet our customers expansion needs efficiently.Value-added integrated solutionsWe offer our customers a comprehensive suite of logistics facility-related solutions andproducts,including multi-tenanted,build-to-suit and sale and leaseback facilities.Our in-house capabi298、lities span the entire logistics facilities value chain from facility design anddevelopment to property management,leasing and marketing,offering our customerscomprehensive solutions to meet their operational and financial needs.As a result of our end-to-end capabilities in development and property 299、management,we havebeen able to adopt a master-planned approach to our logistics parks in China,which comprisesthe following key features:kExtensive feasibility studies on the relevant region,city and specific project.Ourinvestment process is research-driven,disciplined and institutionalized.kBeforea300、ndthroughoutthedevelopmentprocess,weworkcloselywithlocalgovernmentstounderstand their needs and aspirations to develop a master plan for a logistics park that iseconomically viable.This encourages local governments to invite us to bid for strategicallylocated sites that provide better cost and time 301、efficiencies for our customers.This,in turn,has helped us create a sizeable land reserve that our competitors may not be able toreplicate.-13-kWe are also closely involved in the project development process to ensure adherence to thedevelopment schedule.Our facilities are built to rigorous specifica302、tions meeting therequirements of leading multi-national and domestic customers.kOnce we have completed a facility,to ensure the quality of the development is maintained,we provide ongoing asset and property management and customer services,includingregular maintenance checks.Well-established brand a303、nd reputationAs a leading provider of modern logistics facilities in China and Japan,we have a strongreputation with logistics facilities customers in these markets which helps to promote brandrecognition.Our brand helps us attract new customers.Our management teams extensiveexperience and in-depth 304、understanding of our customers allow us to also respond swiftly to theirneeds.We set ourselves high standards,both in terms of the quality of our logistics facilities as well asthe service we provide to our customers.As a result,the Global Logistic Properties brand isassociated with quality,responsi305、veness and excellence.This is reflected by our high historicalcustomer retention ratios,which,in turn,reflect customer demand for the facilities and servicesthat we provide.Award-winning OrganizationOur management team has been recognized and validated by independent third party agenciesboth in Asia306、 as well as globally.In 2007,our China subsidiary,then led by our currentmanagement team,was recognized by the Euromoneys Liquid Real Estate Awards as“BestDeveloper in China”.In 2008,our current management team led the winner of the EuromoneyReal Estate Awards“Best Industrial/Warehouse Developer in 307、Asia”.In 2009,we wererecognized by Euromoneys Real Estate Awards as“Best Industrial Developer in Asia”and“Best Industrial Developer in China”.We recently attained global recognition by Euromoneys2010 Real Estate Awards,receiving the“Best Industrial/Warehouse Developer”award in theglobal category,“Be308、st Industrial/Warehouse Developer in Asia”in the regional category and“Best Developer in China”in the country category.The China Association of Warehouses andStorage recognized us as the top modern warehouse in China in 2010,and named 10 of ourlogistics parks in China“Five-Star Warehouse Properties”309、in 2009.The China Communicationand Transport Association listed 10 of our logistics parks in the“Top 50 Logistics Parks inChina”in 2009.For a discussion of the history of our Company,including our managementteam,see“History and Corporate Reorganization”.Significant embedded value in the business bey310、ond pure cash flowsThere is significant long-term value embedded in several aspects of our business.kRezoning/reclassification of land.Our“early-mover”advantage in China has allowedus to gain a foothold in strategically located sites in key gateway cities.If we were toagree to a relevant government 311、authoritys request to re-zone a plot of our land toresidential/commercial use,we might be unable to use the plot for a logistics facility butwe might still benefit,for example,from the cash consideration(if we relinquish theland).Some of our existing sites are located within key infrastructure hubs 312、or at citylimits,which may be developed into high-end residential districts or business parks.kRoom for growth in asset values.Chinas rapid urbanization means that real estateassets at city outskirts have significant value uplift potential as cities expand furtheroutward.Recent regulations providing313、 avenues for insurance companies in China toinvest in the real estate sector may enhance future investments and value appreciation inlogistics facilities.-14-kMonetization of stabilized asset base.Potential to monetize our extensive stabilizedportfolio,particularlyinJapan,allowsustopursuedevelopment314、 activitiesinhighgrowthmarkets.For example,we could redeploy proceeds from the sale of stabilized logisticsfacilities to a fund or a real estate investment trust(“REIT”),to increase our high returndevelopment business.kPotential to generate fee-based income.Potential stream of fee income,such as ass315、etand investment management fees derived from acquiring and managing properties,further diversifies and de-risks our earnings base.Well-established track record and experienced managementWe have a well-established track record,a commitment to excellence and local marketknowledge.Our investment commi316、ttee evaluates projects according to a pre-agreed andconsistent set of investment criteria.Our management team is led by industry specialists with public company experience andknowledge of global industry best practices:kJeffrey H.Schwartz,our Deputy Chairman of the Board,Chairman of the ExecutiveCo317、mmittee and Executive Director,and the co-founder of GLPH,joined ProLogis,aNYSE-listed Fortune 500 company,in 1994,and held various executive roles,rising toChief Executive Officer in 2005 as well as Chairman of the Board in 2007.While atProLogis,Mr.Schwartz spearheaded its entry into the European m318、arkets in 1997.Mr.Schwartz later also established ProLogis Asia platform in 2002,initially in Japanand eventually progressing to China and Korea.kMing Z.Mei,our CEO and Executive Director,and the co-founder of GLPH,was formerlythe Chief Executive Officer of ProLogis for China and Asian Emerging Mark319、ets.Heopened ProLogis first office in China in 2003 and built up our China operations to theircurrent scale.Mr.Mei has approximately 15 years of experience in real estate,landacquisition,construction and asset acquisitions.kMasato Miki,President of our Japan operations,was formerly President and Co-320、CEO ofProLogis Japan.Since joining in 2002,Mr.Miki was instrumental in turning ProLogisJapan into a prominent player in the Japan logistics facility market.Mr.Miki has over23 years of experience in real estate development and financing.All of our senior management and substantially all of our profes321、sional staff were previouslyemployed by ProLogis.Many of them also have significant international logistics and industrialproperty development and management experience.STRATEGYStrengthen our market leadership position and capitalize on the significant marketopportunities in AsiaWe will continue to 322、focus on our core markets of China and Japan.Our strategy in Asia is asfollows:kFurther develop our portfolio to leverage on the rapid growth in domestic consumption inChina.We intend to expand our business by developing new facilities in accordance withour research driven,disciplined investment pro323、cess aswell as our master planned approachto development.We plan to acquire additional land bank in strategic locations and cities,targeting logistics hubs in both developed and high growth areas in order to capture thegrowth in Chinas domestic consumption.As of the Latest Practicable Date,there is 324、nospecific development of new facilities in China(other than those listed in Appendix D or-15-referred to in“BusinessRecent Developments”)or acquisition of land bank in China towhich wehavecommitted anyportionoftheproceeds oftheOffering.Followingourlistingon the SGX-ST,we will disclose any such deve325、lopments through announcements inaccordance with the disclosure requirements under the SGX-ST listing rules.kContinue to build on our“network effect”.We have an extensive base of multi-nationaland domestic customers,many of whom are lessees in more than one of our logisticsfacilities.With a growing 326、presence in 25 cities across China and Japan,our customers canbenefitfromourability toofferthemlogisticssolutionsinmultiple citiestowhichtheyplanto expand.This“network effect”allows us to expand together with our clients to achievegreater customer loyalty and higher occupancy rates for our propertie327、s.We expect asignificant part of this growth to be driven by the expansion of our customer base aswell asby demand for logistics space in China from our existing customers in Japan(Chinaslargest trading partner in Asia),giving us a network advantage compared to other operatorsthat lack our diverse a328、nd high-quality customer base.kFocus on asset enhancements and selective acquisition and development opportunities inJapan.We intend to continue to focus our activities in Japan on maintaining highoccupancy levels in our well-designed facilities,capitalizing on the insufficient supplyof modern logis329、tics facilities,the continued growth of the third party logistics providerindustry,and the expansion of specific sectors such as internet and mail order services.Asof the Latest Practicable Date,the Group has no specific plans to develop new facilities oracquire land bank in Japan.When we deem the m330、arket conditions appropriate,we willconsider developing new facilities in Japan from 2011 in locations that we believe wouldenhance our current network and complement our customers business and expansionplans.kRegional growth.Explore the possibility of accelerating our growth elsewhere in Asiathroug331、h selective developments and acquisitions in high growth markets,such as India andVietnam,leveraging on our strong management expertise and diverse existing network ofcustomer relationships.Strategically recycle capital to fund our expansion in high-growth marketsWe plan to strategically recycle cap332、ital to create and enhance shareholder value.In addition,weintend to utilize the strong recurring income streams from our completed facilities,particularlyin Japan,to drive near-term expansion and growth in China.While Japan currently contributesthe majority of our revenue,we expect that China will,333、over time,become our main revenuecontributor.We also intend to explore the possibilityof establishing private development fundsin Japan withthird-party investors,capitalizing on our development capabilities to build our fee-basedincome.This will also provide an additional source of funds to spur our growth.In the medium to long term,subject to market conditions and at the appropriate time,we aim t