Proposed Acquisition by Dalian Wanda Group

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ISS Special Situations Research Analysis August 1, 2016

Dalian Wanda Commercial Properties (HKG:3699): Record Date Aug. 15, 2016 Mee ng Date Aug. 15, 2016 proposed acquisition by Dalian Wanda Group Contents Execu ve Summary 1 Vote Recommendation: Vote FOR the delisting of H shares Trading Comps & Historical Performance 5 Shareholder Base 7 Executive Summary Process and Key Terms: Background 8 The deal process is rela vely simple given the Strategic Ra onale 9 On May 30, 2016, less than 16 months a er company’s status as a controlled company. Valua on 11 the company’s IPO, controlling shareholder The company was approached by its Conclusion and Vote Recommenda on 14 Dalian Wanda launched an offer to buy the controlling shareholder, and the board set up 14.4% of H shares outstanding in Dalian an independent commi ee to evaluate the Wanda Commercial Proper es. offer. The commi ee retained its own Chart Focus financial advisor to evaluate the transac on. While the transac on is structured as a tender offer, holders of H shares must first The offer of HK$ 52.80 per share was officially approve the delis ng of the company at an announced on May 30, 2016 and later Aug. 15 shareholder mee ng for the tender accepted by the DWCP’s commi ee of offer to be declared uncondi onal. . independent directors. The tender offer is condi onal on approval of the delis ng. One month a er the deal was announced, however, Dutch pension fund APG (5.0% of H shares) laid out its concerns about the offer, Strategic rationale causing the spread to widen substan ally. The company does not provide a strategic Under Hong Kong rules, if more than 10% of ra onale to support the Dalian Wanda Group H shares vote against the delis ng—a takeover offer, but the bidder encourages necessary condi on to the tender— it may shareholders to accept the offer based on: not proceed, raising real risk of non- comple on.  The certain and immediate premium for the illiquid H shares of approximately Source: Thomson One. In HK$ 36.1% over the closing price on 30 March Contacts Nelson Seraci Chris Cernich Phone: +34 688 629 340 Phone: +1 301.556.0625 Special Situa ons Research delivers comprehensive, independent research on high-profile economic proposals [email protected] [email protected] including M&A and proxy contests, and on the implica ons for shareholders of evolving trends in corporate governance and shareholder rights.

2016, immediately prior to the deal’s The wording from the company reports does not an cipated," said Standard & Poor's credit announcement, and approximately 10.0% over seem to reflect a heightened level of concern from analyst Ma hew Kong. “The company's cash the IPO price; management vs. the me of the IPO, though the flows are also likely to weaken because the situa on in China indeed deteriorated in the significant reduc on in contracted sales will  The ability to avoiding holding unlisted shares, as interim period between the two reports. The total offset the robust growth in rental income." (The the H shares will be delisted should the tender investment in real estate development grew by Standard, Feb. 3, 2016). offer be declared uncondi onal; and 1.0% in 2015, as compared to a growth rate of approximately 19.8% in 2013 and 10.5% in 2014. The decrease in contracted sales seems intended to  The fact that a third party is unlikely to pay a some extent, as the company pushed through considerable premium for the H Shares, given On Jan. 10, 2016, the company announced it was inventory during the booming years and has now the controlling stake of the Dalian Wanda Group. expec ng contracted sales to decrease by 39% in decelerated sales in a weaker market (and cut The poten al offer was announced barely 16 months 2016. During the first five months of 2016 the acquisi ons of new land). The company started a er the company’s IPO, and it seems reasonable to company’s contracted sales declined by 12.0% or talking about a change to an “asset light” strategy ques on whether the offer somehow contradicts the HK$ 4.9 bn, though this was par ally compensated shortly a er the IPO, heading in the direc on of ra onale for the IPO or market condi ons have by an increase in HK1.7 bn in rental and hotel making ownership and opera on of proper es changed so much as to jus fy a sale. income, which is more recurring in nature. China (shopping centers and hotels) its main business, with Resources Land, probably the closest listed peer, property development (apartments and offices in In December 2014 the company had already warned achieved a 49% increase in contracted sales over shopping mall complexes) a secondary one. over the sustainability of real estate market growth the same period. in China, sta ng that "the PRC property market is Analysts are divided on the risks of this strategy, affected by the recent slowdown in China’s economic Credit ra ng agencies have put the company on though if there is a consensus that seems to be that growth. There have been increasing concerns over nega ve watch (Moody's) or downgraded it (S&P): it will be a bumpy road managing the transi on in business model with a slowdown in the market and the sustainability of the real estate market growth in  "However, the company's ra ng outlook China" (IPO prospectus). financial leverage. Some analysts were concerned remains nega ve, reflec ng our concerns that that the sharp cut of contracted sales target to the In its 2015 Annual Report, the company stated that its credit metrics will weaken in the next 12-18 difficult physical property market in lower- er ci es "China is s ll facing downward pressure with the rate months and will pressure its Baa2 ra ng," says where Wanda has majority presence, not a managed of industry growth slowing down, local governments Kaven Tsang, a Moody's Vice President and strategic transi on to an asset light model. have implemented a series of policies rela ng to the Senior Analyst. ..The nega ve outlook also reflects our concern that DWCP's liquidity real estate industry in 2015, covering a cut in interest Valuation rates and a reduc on of the reserves that certain posi on will weaken as its scales back contracted sales" (Moody's, Feb. 18, 2016). We used the 11 peers selected by the independent banks must hold, a reduc on of down payment for director commi ee's financial advisor in our analysis. housing accumula on fund loan (which is a special  "The downgrade reflects our view that Wanda We note, however, that most peers are largely housing loan offering to those eligible persons who Commercial's aggressive expansion appe te to residen al property developers, as opposed to have made contribu on to the housing provident grow its investment property por olio could developers and operators of shopping malls. China fund in the PRC), tax incen ve and li of home result in higher financial leverage over the next Resources Land is probably the closest peer in terms buying restric ons. These helped the real estate 24 months than we had previously of business model and exposure. industry to gradually recover from depression.” www.issgovernance.com © 2016 ISS | Institutional Shareholder Services Inc. 2 ISS Special Situations Research August 1, 2016

Premium vs. market price: that of China Resources Land during the first year Conclusion and Vote Recommendation: of trading, and the discount widening over me to The offer represents a premium of approximately The company is going though its first cyclical 19% at the deal’s announcement. If one values the downturn as a listed en ty, a period that of concern 40.6% over the unaffected closing price on March 30, company at the average discount of the first year 2016, as adjusted by the 2015 HK$1.25 dividend (ex- about “opportunis c ming” transac ons led by a of trading, its fair Price/Book mul ple would be controlling shareholder. dividend date May 27, 2016). The short term 1.07x. The offer price implies a Price/Book ra o of premium might look substan al considering this is a 1.13x, or an approximately 6% premium to this The first ques on shareholders face is why they minority squeeze-out for shareholders holding only normalized ra o. should accept such a premium in this part of the 14% of the shares outstanding, though it is barely a cycle. While analysts are divided on the risks, there is premium to the price six months before the Analyst Target prices: a consensus that it will be a bumpy road managing announcement given the downtrend in the stock. the transi on in business model with a slowdown in The gap between share prices and analyst target The offer is also a premium of 15.9% to the IPO price the market and financial leverage. adjusted by dividends of HK$ 45.55. From the IPO to prices also kept widening un l early 2016. At the date peers have increased by approximately 23%, me of the poten al offer announcement on The second ques on is whether shareholders are and China Resources Land by 9%. Compared to the March 30, 2016, the company was trading at a being properly compensated for the loss of poten al evolu on of the la er since IPO, the nominal 15.9% 40.6% discount to the unaffected target price, vs. upside. There seem to be valid reasons behind the premium of the offer would actually represent a 33.3% for China Resources Land. The offer price of share price underperformance that preceded the single digit premium. HK$ 52.80 is a 21.6% discount to the unaffected announcement of the takeover: a decline in target price. contracted sales coupled with higher leverage during Valua on vs. Comparables: a sluggish period for the Chinese economy. Comparison to similar deals: Since its lis ng in Dec. 2014, the company's stock If these concerns were misplaced, and one would The one-day premium of 40.6% compares well with traded in lockstep with the median of peers and value the company based on the stock evolu on and the 32.4% median premium of similar successful China Resources Land un l late 2015, when a historic discount to Price/Book ra o of China deals reported in the fairness opinion. Over longer divergence became apparent. By the me of the Resources Land, then the deal would imply a single look-back periods that advantage dissipates: the announcement of a poten al offer on March 30, digit premium, low even for minority squeeze-out 180-day premium to the average of daily prices of 2016, the company had underperformed China standards. The other end of the spectrum is arguing 16.0% looks low vs. the 52.2% median of similar Resources Land by 8 percentage points since the IPO. that the 40% one-day premium is reflec ve of successful deals. This might to be related to the decline in contracted intrinsic value, which seems an exaggera on when sales, which had grown by 10% during 1H15 but According to the fairness opinion, the transac on the deal premium s ll implies a 10% discount to declined by 1.6% in 2H15 (the company discloses implies a 10.8% discount to the company's adjusted NAV. A mid-point, which seems a realis c monthly figures, allowing the market to follow NAV (i.e. using the appraiser's valua on for the assump on given the industry and strategic closely its performance). Moreover, any weakness in background, would imply a reasonable premium in a opera onal performance is magnified at the company's real estate), lower than all reported deals as well as the 32.4% average discount to cash deal for minori es holding 14.4% of shares company because its financial leverage is much outstanding. higher than that of China Resources Land. Adjusted NAV. We note that the other deals involved developers of residen al property mostly, Based on these factors, we recommend shareholders Valua on ra os echo this story, with the company which tend to trade at higher discounts. vote FOR the transac on. trading at an average Price/Book ra o 8% lower than www.issgovernance.com © 2016 ISS | Institutional Shareholder Services Inc. 3 ISS Special Situations Research August 1, 2016

Transaction Summary

Trading Comparables

Source: Thomson One. As of March 30, 2016. HK$ million.

Historical Financial Performance

Source: Thomson One. HK$ million.

Shareholder Base—Target (H Shares)

Background Key Events

Dalian Wanda Commercial Proper es Co. Ltd (DWCP) is one of China’s largest March 30, 2016 Dalian Wanda Group considering offer for DWCP commercial and residen al property developers. The company’s ac vi es include May 30, 2016 Dalian Wanda Group announces offer for DWCP development and sales of retail, office and residen al buildings; investment and opera on of large shopping centers; development and opera on of 5-star or June 29, 2016 News of shareholder opposi on super 5-star hotels; and property management. Aug. 15, 2016 EGM The company is controlled by Wang Jianlin (54%), through its Dalian Wanda group and other en es. The company had its IPO in December 2014, and in March 2016 its controlling shareholder announced it was planning an offer for holders of H shares (14.4% of total shares outstanding). The offer of HK$ 52.80 per share was officially announced on May 30, 2016 and later accepted by the DWCP’s commi ee of independent directors. While the transac on is structured as a tender offer, holders of H shares must vote on the delis ng of the company at an Aug. 15 shareholder mee ng in order for the tender offer to be declared uncondi onal.

Dutch pension fund APG (5.0% of H shares) has stated the oﬀer raises concerns, causing the spread to widen substan ally upon APG’s announcement on June 29, 2016. Currently the shares trade at a 10% discount to the oﬀer price. The deal requires approval by 75% of votes of H shareholders, and no more than 10% of the H shares outstanding vo ng against it.

Strategic Rationale industry to gradually recover from depression" (2015 Annual report). The company does not provide a strategic ra onale to support the Dalian Wanda The wording from the company reports does not seem to reflect a heightened Group takeover offer, but the bidder encourages shareholders to accept the offer level of concern from management vs. the me of the IPO, though the situa on based on: in China indeed deteriorated in the interim period between the two reports. The total investment in real estate development grew by 1.0% in 2015, as  Premium valua on, as the offer represents a premium of approximately compared to a growth rate of approximately 19.8% in 2013 and 10.5% in 2014. 36.1% over the closing price of HK$38.80 per H Share on 30 March 2016, On Jan. 10, 2016, the company announced it was expec ng contracted sales to being the closing price on the date of announcement (which announcement decrease by 39% in 2016. During the first five months of 2016 the company’s was made a er trading hours that day), and a premium of approximately contracted sales declined by 12.0% or HK$ 4.9 bn, though this was par ally 10.0% over the IPO price; compensated by an increase in HK1.7 bn in rental and hotel income, which is more recurring in nature. China Resources Land, probably the closest listed  Certain and immediate premium for illiquid H Shares; peer, achieved a 49% increase in contracted sales over the same period.  Avoiding holding unlisted shares, as the H shares will be delisted should the Credit ra ng agencies have put the company on nega ve watch (Moody's) or tender offer be declared uncondi onal; and downgraded it (S&P):

 A third party is unlikely to be willing to pay a considerable premium for the H  "However, the company's ra ng outlook remains nega ve, reflec ng our Shares, given the controlling shareholding of the Dalian Wanda Group. concerns that its credit metrics will weaken in the next 12-18 months and The poten al offer was announced barely 16 months a er the company’s IPO, will pressure its Baa2 ra ng," says Kaven Tsang, a Moody's Vice President and it seems reasonable to ques on whether the offer somehow contradicts the and Senior Analyst. ..The nega ve outlook also reflects our concern that ra onale for the IPO or market condi ons have changed so much as to jus fy a DWCP's liquidity posi on will weaken as its scales back contracted sale. sales" (Moody's, Feb. 18, 2016).

In December 2014 the company had already warned over the sustainability of real  "The downgrade reflects our view that Wanda Commercial's aggressive estate market growth in China, sta ng that "the PRC property market is affected expansion appe te to grow its investment property por olio could result in by the recent slowdown in China’s economic growth. There have been increasing higher financial leverage over the next 24 months than we had previously concerns over the sustainability of the real estate market growth in China" (IPO an cipated," said Standard & Poor's credit analyst Ma hew Kong. “The prospectus). company's cash flows are also likely to weaken because the significant reduc on in contracted sales will offset the robust growth in rental In its 2015 Annual Report, the company stated that "China is s ll facing income." (The Standard, Feb. 3, 2016). downward pressure with the rate of industry growth slowing down, local governments have implemented a series of policies rela ng to the real estate The decrease in contracted sales seems intended to some extent, as the industry in 2015, covering a cut in interest rates and a reduc on of the reserves company pushed through inventory during the booming years and has now that certain banks must hold, a reduc on of down payment for housing decelerated sales in a weaker market (and cut acquisi ons of new land). The accumula on fund loan (which is a special housing loan offering to those eligible company started talking about a change to an “asset light” strategy shortly persons who have made contribu on to the housing provident fund in the PRC), a er the IPO, heading in the direc on of making ownership and opera on of tax incen ve and li of home buying restric ons. These helped the real estate proper es (shopping centers and hotels) its main business, with property www.issgovernance.com © 2016 ISS | Institutional Shareholder Services Inc. 9 ISS Special Situations Research August 1, 2016 development (apartments and offices in shopping mall complexes) a secondary one. Deal Process, Terms, and Governance

Analysts are divided on the risks of this strategy, though if there is a consensus that seems to be that it will be a bumpy road managing the transi on in business Deal Process: model with a slowdown in the market and financial leverage. Some analysts were concerned that the sharp cut of contracted sales target to the difficult physical The deal process is rela vely simple given the company’s status as a controlled property market in lower- er ci es where Wanda has majority presence, not a company. The company was approached by its controlling shareholder, and the managed strategic transi on to an asset light model. board set up an independent commi ee to evaluate the offer. The commi ee in turn appointed its own financial advisor to evaluate the transac on.

Terms

The offer of HK$ 52.80 per share was officially announced on May 30, 2016 and later accepted by the DWCP’s commi ee of independent directors. While the transac on is structured as a tender offer, minori es should vote on the delis ng of the company assuming the tender offer is successful. The tender offer is condi onal on approval of the delis ng.

The deal requires approval by 75% of votes of H shareholders, and no more than 10% of the H shares outstanding vo ng against it.

Valuation Analysis TSR since IPO vs. Peers

The following analysis is not intended to deﬁni vely determine the per-share value. Valua on is as much art as science and is highly dependent on the underlying assump ons over which reasonable people can disagree. As such, our analysis is meant merely to indicate a poten al range of value that in our opinion, and based on public informa on, appears to be reasonable.

We used 11 peers selected by the independent director commi ee's financial advisor (Halcyon) in our analysis, including China Resources Land, Longfor Proper es, China Vanke, Country Garden, Evergrande, China Overseas Land & Investment, Guangzhou R&F, Shimao Property, China Jinmao, Sino-Ocean, and Shenzhen Investment. We note, however, that most peers are largely residen al property developers, as opposed to developers and operators of shopping malls. China Resources Land is probably the closest peer in terms of business model and Source: Thomson One. exposure. Valua on vs. Comparables: Premium vs. market price: Since its lis ng in Dec. 2014, the company's stock traded in lockstep with the The offer price of HK$52.80 represents a premium of approximately 40.6% over median of peers and China Resources Land un l late 2015, when a divergence the unaffected closing price on March 30, 2016, as adjusted by the 2015 HK$1.25 became apparent. By the me of the announcement of a poten al offer on dividend (ex-dividend date May 27, 2016). The short term premium might look March 30, 2016, the company had underperformed China Resources Land by 8 substan al considering this is a minority squeeze-out for shareholders holding percentage points since the IPO. This might to be related to the decline in only 14% of the shares outstanding, though it is barely a premium to the price six contracted sales, which had grown by 10% during 1H15 but declined by 1.6% in months before the announcement given the downtrend in the stock. In this 2H15 (the company discloses monthly figures, allowing the market to follow sense, the premium might reflect opportunis c ming, though we discuss below closely its performance). Moreover, any weakness in opera onal performance reasons for this downtrend. is magnified at the company because its financial leverage is much higher than The offer price is also at a premium of 15.9% to the IPO price adjusted by that of China Resources Land (Net debt/equity of 61% for DWCP vs. 23% for dividends of HK$ 45.55. From the IPO to date peers have increased by China Resources Land). approximately 23%, and China Resources Land by 9%. Compared to the evolu on Valua on ra os show a similar story, with the company trading at an average of the la er since IPO, the nominal 15.9% premium of the offer would actually Price/Book ra o 8% lower than that of China Resources Land during the first represent a single digit premium. year of trading, and the discount widening over me. It should be noted that for several months following the IPO the two companies were trading at very www.issgovernance.com © 2016 ISS | Institutional Shareholder Services Inc. 11 ISS Special Situations Research August 1, 2016 similar valua ons, despite China Resources Land being controlled by the Stock price vs. Consensus Target Price (CNY) government, something for which analysts tend to assign a premium in China. When the poten al transac on was announced, that discount had widened to 19%. If one values the company at the average discount of the first year of trading, its fair Price/Book mul ple would be 1.07x. The offer price implies a Price/Book ra o of 1.13x, or an approximately 6% premium to this normalized ra o. Price to Book Ra o vs. Peers

Source: Thomson One.

Comparison to similar deals:

The one-day premium of 40.6% compares well with similar deals that were successful as reported in the fairness opinion (median of 32.4%). Over longer look-back periods that advantage dissipates: the 180-day premium to the average of daily prices of 16.0% looks low vs. the 52.2% for the median of Source: Thomson One. similar successful deals. Analyst Target prices: According to the fairness opinion, the transac on implies a 10.8% discount to The valua on divergence vs. peers since late 2015 is also evident when comparing the company's adjusted NAV (i.e. using the appraiser's valua on for the the company's stock price with the consensus target price. The gap between company's real estate), lower than the average discount to Adjusted NAV of target prices and stock price kept on widening un l early 2016. 32.4% for similar deals, and actually the lowest of all deals in the sample. We note that the other deals involved developers of residen al property mostly, At the me of the poten al offer announcement on March 30, 2016, the company which tend to trade at higher discounts. was trading at a 40.6% discount to the unaffected target price, vs. 33.3% for China Resources Land. The offer price of HK$ 52.80 is a 21.6% discount to the unaffected target price.

Conclusion:

At first glance, the offer appears opportunis c given the weakness in the company’s share price since late 2015. But there seems to be credible reasons for at least part of that weakness: a decline in contracted sales coupled with higher leverage during a sluggish period for the Chinese economy. If these concerns were misplaced, and one would value the company based on the stock evolu on and historic discount to Price/Book ra o of China Resources Land, then the deal would imply a single digit premium, low even for minority squeeze-out standards. The other end of the spectrum is arguing that the 40% one-day premium is reflec ve of intrinsic value, given the decline in fundamentals.

Conclusion and Vote Recommendation The company is going though its ﬁrst cyclical downturn as a listed en ty, a period that is o en associated with the “opportunis c ming” label for deals. For Asian deals led by a controlling shareholder, in par cular, this triggers a heightened level of concern for many investors.

The ﬁrst ques on shareholders face is why they should accept such a premium in this part of the cycle. While analysts are divided on the risks, there is a consensus that it will be a bumpy road managing the transi on in business model with a slowdown in the market and ﬁnancial leverage.

The second ques on is whether shareholders are being properly compensated for giving up the poten al upside. There seems to be valid reasons behind the share price underperformance that preceded the announcement of the takeover: a decline in contracted sales coupled with higher leverage during a sluggish period for the Chinese economy.

If these concerns were misplaced, and one would value the company based on the stock evolu on and historic discount to Price/Book ra o of China Resources Land, then the deal would imply a single digit premium, low even for minority squeeze-out standards. The other end of the spectrum is arguing that the 40% one-day premium is reﬂec ve of intrinsic value, which seems an exaggera on when the deal premium s ll implies a 10% discount to NAV. A mid-point, which seems a realis c assump on given the industry and strategic background, would imply a reasonable premium in a cash deal for minori es holding 14.4% of shares outstanding.

Based on these factors, we recommend shareholders vote FOR the transac on.

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