Holding Companies HMG ownership restructuring: Share swap to come first, followed by merger

Overweight (Maintain) HMG scraps spinoff/merger plan; problem lies in giving the market the wrong incentives Industry Report (HMG) announced that it has scrapped the proposed deal th May 23, 2018 (announced on March 28 ) to spin off Hyundai Mobis’ module and after-service (A/S) businesses and merge them with , given the uncertainty surrounding approval by Hyundai Mobis’ shareholders (a shareholders meeting had been scheduled for May 29 th ). The group said it would instead bring forward a new proposal. Mirae Asset Daewoo Co., Ltd. Domestic and foreign proxy advisers had all recommended voting against the deal,

[Holding Companies/IT Services ] arguing that: 1) it undervalued Hyundai Mobis’ spun-off units , making the merger ratio unfavorable to Mobis shareholders; and that 2) the merger lacked justification. Dae -ro Jeong +822 -3774 -1634 In our previous note ( How to navigate HMG’s ownership restructuring issues , dated [email protected] April 25 th ), we noted that the main issue complicating HMG’s restructuring plan was

Su Yeon Lee the long-short trade dynamics created by the perceived interests of major +822 -3774 -7162 shareholders in their planned stock transactions/swaps with group affiliates ( swap [email protected] between merged Glovis shares held by major shareholders and surviving Mobis shares

held by Motors, , and merged Glovis), rather than the controversy over the fairness of the spinoff/merger ratio. Investors recognized that the higher the share price of the merged Glovis and the lower the share price of the surviving Mobis, the more favorable it would be for the major shareholders; most built their positions accordingly, resulting in pressure on Hyundai Mobis’ share price. This, in turn, gave rise to doubts and frustration am ong Hyundai Mobis shareholders over the restructuring plan, reducing the chances of the deal being approved. As long as such long-short dynamics are at play, we doubt a new merger ratio more favorable to Mobis shareholders would make a difference, in terms of Mobis’ share price or the prospect of shareholders approving the deal. Several civic groups have also pointed out that the dynamics of major shareholders’ interests can potentially encourage the overvaluation of the surviving entity and undervaluation of the spun-off entity.

While the plan has been called off, we see several important takeaways regarding the direction of HMG’s ownership reform. First, the group needs to address issues surrounding circular shareholdings and related-party transactions through its ownership restructuring . Second, the group prefers establishing a de facto holding company (rather than converting to an outright holding company structure) and has tapped Hyundai Mobis for that role. Third, the major shareholders are looking to acquire additional shares in Hyundai Mobis using their Hyundai Glovis stake.

New restructuring plan: Merger to come after Mobis split and share swap We believe HMG will resume its push for restructuring as soon as it can, given i ts need for restructuring and the uncertainty surrounding policy changes. We think the group will keep the broader outline of the original proposal, as it has already shared its medium/long-term business goals, vision, and shareholder return policies with the market based on that plan.

Considering HMG’s ownership reform direction, the logic behind proxy advisers ’ opposition, and the need to overcome the long-short trade dynamics, we believe the group will renew its restructuring and restore trust with shareholders and the market by taking the following three steps:

Step 1: Split Hyundai Mobis into a controlling company (surviving) and a module and A/S company (newly established) and list them separately.

►This would allow the market to evaluate the sp lit ratio set by the company and price the entities accordingly, ensuring fairness in subsequent transactions.

May 23, 2018 Holding Companies

Step 2: Major shareholders swap their shares in Hyundai Glovis (30%) and spun-off Mobis (7%) with surviving Mobis shares (16.9%) held by Kia. In this case, major shareholders would need to separately raise funds to pay for the shortfall and capital gains taxes. They could also acquire surviving Mobis shares (6.3%) owned by Hyundai Steel and Hyundai Glovis.

►This would address issues regarding circular shareholding and related-party transactions. Conducting a share swap prior to the merger of spun-off Mobis and Hyundai Glovis would remove any controversy surrounding the interests of major shareholders. That said, this would be a costlier plan for major shareholders than the original proposal.

* Pursuing the merger before the share swap would once again raise questions about the merger timing and ratio being in the interest of major shareholders, obscuring the prospects of shareholder approval.

Step 3: Kia gains a 23.8% stake in spun-off Mobis and a 30% stake in Glovis. HMG secures shareholder approval to seek a merger between spun-off Mobis and Glovis.

►This would enable the group to push forward with the merger without it being tied to the interests of major shareholders, limiting the possibility of controversy arising over the merger ratio. For Kia and its shareholders, an increase in enterprise value due to the merger would justify the swap of surviving Mobis shares.

Mirae Asset Daewoo Research 2 May 23, 2018 Holding Companies

(Current) HMG’s ownership structure: Need to resolve cross-shareholding and related-party transaction issues

(Step 1) Re-listing of Hyundai Mobis after split-off

(Step 2&3 ) Major shareholders to swap their shares in Hyundai Glovis and spun-off Mobis with surviving Mobis shares held by Kia ‰‰‰ Merger of surviving Mobis and Hyundai Glovis

Source: Mirae Asset Daewoo Research

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HMG scraps spinoff/merger plan

HMG announced that it has scrapped the proposed deal (announced on March 28 th ) to spin off Hyundai Mobis’ module and after-service (A/S) businesses and merge them with Hyundai Glovis, given the uncertainty surrounding approval by Hyundai Mobis’ shareholders (shareholders meeting had been scheduled for May 29th ). The group said it would instead bring forward a new proposal.

Domestic and foreign proxy advisers had all recommended voting against the deal, arguing that 1) it undervalued Hyundai Mobis’ spun-off units, making the merger ratio unfavorable to Mobis shareholders, and that 2) the merger lacked justification.

Table 1. HMG scraps spinoff/merger plan Date

Merger agreement 3/28/2018 Book closure 4/12 Start 4/13 Book closure End 4/20

Notice of shareholder intent to Start 5/14 exercise appraisal rights End 5/28 Spinoff/merger plan scrapped 5/21 Shareholders’ meeting 5/29 Source: DART, Mirae Asset Daewoo Research

Table 2. Domestic/overseas proxy advisers’ reasons for opposition Advisor Opinion Reasoning ㆍThe merger ratio calculation methodology and HMG’s rationale for spin-off/merger are not convincing ㆍThe value of the module and after-sales service businesses was underestimated, which should be unfavorable for Hyundai Mobis shareholders in calculating a merger ratio 1 Sustinvest Opposition ㆍHyundai Mobis’ recently announced medium-to-long-term vision was filled with positive projections and targets without any valid reasons to justify the rosy growth outlook ㆍThe spin-off/merger plan is not expected to improve HMG’s ownership structure, and is unlikely to generate synergies

ㆍAlthough the terms of the transactions are fully compliant with the governing law of Korea, the deal will likely leave Mobis shareholders short-changed ㆍThe governance reform plan of HMG is based on a suspicious business logic and insufficient valuation 2 Glass Lewis Opposition ㆍThe group’s rationale for the spin-off of Hyundai Mobis’ profitable businesses, which would then be merged with logistics firm Hyundai Glovis, is not convincing ㆍThe spin-off/merger deal will be advantageous only for Hyundai Glovis shareholders ㆍThe institute recommended member asset management firms to vote against the spin -off/merger of Hyundai Mobis, citing procedural issues ㆍThe fair value of Hyundai Mobis’ spun-off unit has not been assessed, as it has been regarded as an unlisted firm; in order to enhance the interests of its shareholders, the spun-off unit needs to be listed first (for fair valuation) before being Daishin Economic 3 Opposition merged with Hyundai Glovis Research Institute ㆍIf the listing of the spun-off unit precedes the merger of spun-off Mobis and Hyundai Glovis, the status of shareholders of spun-off Mobis will remain unchanged, and the controversy surrounding the fairness of the spinoff/merger ratio and the interests of major shareholders will be removed

Institutional ㆍThe merger lacks justification and the merger ratio is unfavorable to Mobis shareholders 4 Opposition Shareholder Service ㆍThere are uncertainties over major shareholders’ planned stock transactions/swaps with group affiliates

ㆍAlthough Hyundai Mobis’ rationale is justifiable, the spin-off of non-overseas businesses is not in line with the company’s rationale; it is uncertain whether the spun-off entities of Hyundai Mobis will generate synergy with Hyundai Glovis Korea Corporate ㆍEven if the spin-off/merger ratio is fairly calculated, the deal is not expected to enhance shareholder, as well as corporate, 5 Opposition Governance Service value ㆍHyundai Mobis’ long-term ownership restructuring plan does not necessarily require spin-off and merger, and could be materialized merely via equity swaps and transfers

Source : Media reports, Mirae Asset Daewoo Research

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In our previous note ( How to navigate HMG’s ownership restructuring issues , dated April 25 th ), we noted that the main issue complicating HMG’s restructuring plan was the long-short trade dynamics created by the perceived interests of major shareholders in their planned stock transactions/swaps with group affiliates (swap between merged Glovis shares held by major shareholders and surviving Mobis shares held by Kia Motors, Hyundai Steel, and merged Glovis), rather than the controversy over the fairness of the spinoff/merger ratio.

Investors recognized that the higher the share price of the merged Glovis and the lower the share price of the surviving Mobis, the more favorable it would be for the major shareholders; most built their positions accordingly, resulting in pressure on Hyundai Mobis’ share price. This, in turn, gave rise to doubts and frustration among Hyundai Mobis shareholders over the restructuring plan, reducing the chances of the deal being approved. As long as such long-short dynamics are at play, we doubt a new merger ratio more favorable to Mobis shareholders would make a difference in terms of Mobis’ share price or the prospect of shareholders approving the deal. Several civic groups have also pointed out that the dynamics of major shareholders’ interests can potentially encourage the overvaluation of the surviving entity and the undervaluation of the spun-off entity.

While the plan has been called off, we see several important takeaways regarding the direction of HMG’s ownership reform. First, the group needs to address issues surrounding circular shareholdings and related-party transactions through its ownership restructuring. Second, the group prefers establishing a de facto holding company (rather converting to an outright holding company structure) and has tapped Hyundai Mobis for that role. Third, the major shareholders are looking to acquire additional shares in Hyundai Mobis using their Hyundai Glovis stake.

Figure 1. Expected transactions under the previous spin-off/merger plan

Source: Company data, Mirae Asset Daewoo Research

Figure 2. Relative performance of Hyundai Mobis and Glovis shares after the announcement of spin-off/merger plans ('18.3.28=100) 120 Hyundai Mobis Hyundai Glovis

110

100

90 Hyundai Mobis' appraisal rights exercise price: W233,429 Hyundai Glovis' appraisal rights exercise price: W151,156

80

70 3.28 3.30 4.3 4.5 4.9 4.11 4.13 4.17 4.19 4.23 4.25 4.27 5.2 5.4 5.9 5.11 5.15 5.17 5.20 Source: Mirae Asset Daewoo Research

Mirae Asset Daewoo Research 5 May 23, 2018 Holding Companies

New restructuring plan: Merger to come after Mobis split and share swap

We believe HMG will resume its push for restructuring as soon as it can. We think the group will keep the broader outline of the original proposal, as it has already shared its medium/long-term business goals, vision, and shareholder return policies with the market based on that plan. Considering HMG’s ownership reform direction, the logic behind proxy advisers’ opposition, and the need to overcome the long-short trade dynamics, we believe the group will renew its restructuring and restore trust with shareholders and the market by taking the following three steps:

Step 1: Split Hyundai Mobis into a controlling company (surviving) and a module and A/S company (newly established) and list them separately.

►This would allow the market to evaluate the split ratio set by the company and price the entities accordingly, ensuring fairness in subsequent transactions.

Step 2: Major shareholders swap their shares in Hyundai Glovis (30%) and spun-off Mobis (7%) with surviving Mobis shares (16.9%) held by Kia. In this case, major shareholders would need to separately raise funds to pay for the shortfall and capital gains taxes. They could also acquire surviving Mobis shares (6.3%) owned by Hyundai Steel and Hyundai Glovis.

►This would address issues regarding circular shareholding and related-party transactions. Conducting a share swap prior to the merger of spun-off Mobis and Hyundai Glovis would remove any controversy surrounding the interests of major shareholders. That said, this would be a costlier plan for major shareholders than the original proposal.

* Pursuing the merger before the share swap would once again raise questions about the merger timing and ratio being in the interest of major shareholders, obscuring the prospects of shareholder approval.

Step 3: Kia gains a 23.8% stake in spun-off Mobis and a 30% stake in Glovis. HMG secures shareholder approval to seek a merger between spun-off Mobis and Glovis.

►This would enable the group to push forward with the merger without it being tied to the interests of major shareholders, limiting the possibility of controversy arising over the merger ratio. For Kia and its shareholders, an increase in enterprise value due to the merger would justify the swap of surviving Mobis shares.

Table 3. Expected changes in ownership after Hyundai Mobis’ spinoff (Shares, Wbn) Pre-spinoff Post-spinoff Hyundai Mobis module and A/S Hyundai Mobis Hyundai Mobis (surviving entity) Shareholders businesses (spin -off entity) Market cap Appraised value Appraised value # of shares Stake # of shares Stake # of shares Stake Notes (1) (2) (1) -(2) Chung Mong-koo 6,778,966 7.0% 1,637 1,426,766 7.0% 627 5,352,200 7.0% 1,010 Chung Eui-sun 0 0.0% 0 0 0.0% 0 0 0.0% 0

Kia Motors 16,427,074 16.9% 3,967 3,457,398 16.9% 1,520 12,969,676 16.9% 2,447 Share swap with Hyundai Steel 5,504,846 5.7% 1,329 1,158,602 5.7% 509 4,346,244 5.7% 820 biggest Hyundai Glovis 656,293 0.7% 158 138,130 0.7% 61 518,163 0.7% 98 shareholders Treasury shares 2,643,195 2.7% 638 556,312 2.7% 245 2,086,883 2.7% 394 Total shares issued 97,343,863 100.0% 23,509 20,487,914 100.0% 9,007 76,855,949 100.0% 14,501 Notes: Based on assumption that the previous spinoff plan is continued Based on May 21 st closing prices Source : DART, Mirae Asset Daewoo Research

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Figure 3. (Current) HMG ownership (Step 1) Re-listing of Hyundai Mobis (Step 2&3) Merger after share swap structure after split-off

▶ ▶

Source: Mirae Asset Daewoo Research

Table 4. Hyundai Glovis’ major shareholders (Shares, Wbn) # of shares Stake Market cap Chung Mong-koo 2,517,701 6.7% 379 Swap between merged Glovis shares held by major shareholders and surviving Mobis Chung Eui-sun 8,732,290 23.3% 1,314 shares held by Kia Motors Hyundai Motors 1,830,939 4.9% 276

Kia Motors 0 0.0% 0

Hyundai Steel 0 0.0% 0

Hyundai Motor Chung Mong - 1,671,018 4.5% 251 Koo Foundation Den Norske Amerikalinje AS 4,513,582 12.0% 679

Total shares issued 37,500,000 100.0% 5,644 Note: Based on May 21 st closing prices Source : DART , Mirae Asset Daewoo Research

Table 5. HMG controlling family members’ stake holdings in affiliates (Shares, Wbn) Shareholder Position Stock # of shares Ownership (%) Value Composition Hyundai Mobis 6,778,966 7.0% 1,637 32.2% Hyundai Glovis 2,517,701 6.7% 379 7.5%

Chung Mong- HMC 11,395,859 5.2% 1,698 33.4% HMG koo Hyundai Steel 15,761,674 11.8% 1,007 19.8% Chairman (1938-) Hyundai Engineering 355,234 4.7% 345 6.8% Haevichi Resort 248,000 4.6% 12 0.2% Total 5,078 100% Hyundai Glovis 8,732,290 23.3% 1,314 40.4% Hyundai Engineering 890,327 11.7% 864 26.5% HMC 5,017,145 2.3% 748 23.0% Kia Motors 7,061,331 1.7% 240 7.4% Chung Eui-sun HMC Vice Innocean Worldwide 400,000 2.0% 27 0.8% (1970) Chairman 531,095 2.0% 28 0.9% Hyundai AutoEver 402,000 19.5% 22 0.7% Seolim Development 2,760,000 100.0% 13 0.4% Total 3,254 100% Note: Based on May 21 st closing prices Source : DART, Mirae Asset Daewoo Research

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Table 6. Quorum requirements for shareholders’ meeting Purpose For conducting a meeting For resolution

Affirmative vote of at least Affirmative vote of majority of Ordinary Electing BOD/BOA and deciding their pay, one-quarter of total issued members present in person or resolution approving financial statements, etc. shares by proxy Alteration of memorandum, transfer of Affirmative vote of at least Affirmative vote of at least Special whole or part of business division, one-third of total issued two-thirds of the members resolution dismissal of BOD/BOA, approval of shares present in person or by proxy company split or merger Source : Mirae Asset Daewoo Research

Figure 4. . Minimum shares required to approve special resolution (varies by attendance rate) vs. affiliated parties’ voting rights

(%) 100 100 Stake needed for approval 90 Largest shareholder and affiliated persons Shareholder attendance 80 33.3 80 70 30.0 60 26.7 Attendance rate 60 23.3 50 51.4 80% 20.0 70% 40 16.7 60% 66.7 31.0 60.0 53.3 46.7 20 40.0 33.3

0 1 2 3 4 5 6 Hyundai Mobis Hyundai Glovis

Source: Mirae Asset Daewoo Research

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APPENDIX 1

Important Disclosures & Disclaimers

Stock Ratings Industry Ratings Buy : Relative performance of 20% or greater Overweight : Fundamentals are favorable or improving Trading Buy : Relative performance of 10% or greater, but with volatility Neutral : Fundamentals are steady without any material changes Hold : Relative performance of -10% and 10% Underweight : Fundamentals are unfavorable or worsening Sell : Relative performance of -10% Ratings and Target Price History (Share price ( ─), Target price (▬), Not covered ( ■), Buy ( ▲), Trading Buy ( ■), Hold ( ●), Sell ( ◆)) * Our investment rating is a guide to the relative return of the stock versus the market over the next 12 months. * Although it is not part of the official ratings at Mirae Asset Daewoo Co., Ltd., we may call a trading opportunity in case there is a technical or short-term material development. * The target price was determined by the research analyst through valuation methods discussed in this report, in part based on the analyst’s estimate of future earnings. * The achievement of the target price may be impeded by risks related to the subject securities and companies, as well as general market and economic conditions.

Equity Ratings Distribution & Investment Banking Services Buy Trading Buy Hold Sell Equity Ratings Distribution 75.00% 11.11% 13.89% 0.00% Investment Banking Services 70.73% 19.51% 9.76% 0.00% * Based on recommendations in the last 12-months (as of March 31, 2018)

Disclosures As of the publication date, Mirae Asset Daewoo Co., Ltd. has acted as a liquidity provider for equity-linked warrants backed by shares of Hyundai Glovis, Hyundai Mobis as an underlying asset, and other than this, Mirae Asset Daewoo has no other special interests in the covered companies.

Analyst Certification The research analysts who prepared this report (the “Analysts”) are registered with the Korea Financial Investment Association and are subject to Korean securities regulations. They are neither registered as research analysts in any other jurisdiction nor subject to the laws or regulations thereof. Each Analyst responsible for the preparation of this report certifies that (i) all views expressed in this report accurately reflect the personal views of the Analyst about any and all of the issuers and securities named in this report and (ii) no part of the compensation of the Analyst was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report. Mirae Asset Daewoo Co., Ltd. (“Mirae Asset Daewoo”) policy prohibits its Analysts and members of their households from owning securities of any company in the Analyst’s area of coverage, and the Analysts do not serve as an officer, director or advisory board member of the subject companies. Except as otherwise specified herein, the Analysts have not received any compensation or any other benefits from the subject companies in the past 12 months and have not been promised the same in connection with this report. Like all employees of Mirae Asset Daewoo, the Analysts receive compensation that is determined by overall firm profitability, which includes revenues from, among other business units, the institutional equities, investment banking, proprietary trading and private client division. At the time of publication of this report, the Analysts do not know or have reason to know of any actual, material conflict of interest of the Analyst or Mirae Asset Daewoo except as otherwise stated herein.

Disclaimers This report was prepared by Mirae Asset Daewoo, a broker-dealer registered in the Republic of Korea and a member of the . Information and opinions contained herein have been compiled in good faith and from sources believed to be reliable, but such information has not been independently verified and Mirae Asset Daewoo makes no guarantee, representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of the information and opinions contained herein or of any translation into English from the Korean language. In case of an English translation of a report prepared in the Korean language, the original Korean language report may have been made available to investors in advance of this report. The intended recipients of this report are sophisticated institutional investors who have substantial knowledge of the local business environment, its common practices, laws and accounting principles and no person whose receipt or use of this report would violate any laws or regulations or subject Mirae Asset Daewoo or any of its affiliates to registration or licensing requirements in any jurisdiction shall receive or make any use hereof. This report is for general information purposes only and it is not and shall not be construed as an offer or a solicitation of an offer to effect transactions in any securities or other financial instruments. The report does not constitute investment advice to any person and such person shall not be treated as a client of Mirae Asset Daewoo by virtue of receiving this report. This report does not take into account the particular investment objectives, financial situations, or needs of individual clients. The report is not to be relied upon in substitution for the exercise of independent judgment. Information and opinions contained herein are as of the date hereof and are subject to change without notice. The price and value of the investments referred to in this report and the income from them may depreciate or appreciate, and investors may incur losses on investments. Past performance is not a guide to future performance. Future returns are not guaranteed, and a loss of original capital may occur. Mirae Asset Daewoo, its affiliates and their directors, officers, employees and agents do not accept any liability for any loss arising out of the use hereof. Mirae Asset Daewoo may have issued other reports that are inconsistent with, and reach different conclusions from, the opinions presented in this report. The reports may reflect different assumptions, views and analytical methods of the analysts who prepared them. Mirae Asset Daewoo may make investment decisions that are inconsistent with the opinions and views expressed in this research report. Mirae Asset Daewoo, its affiliates and their directors, officers, employees and agents may have long or short positions in any of the subject securities at any time and may make a purchase or sale, or offer to make a purchase or sale, of any such securities or other financial instruments from time to time in the open market or otherwise, in each case either as principals or agents. Mirae Asset Daewoo and its affiliates may have had, or may be expecting to enter into, business relationships with the subject companies to provide investment banking, market-making or other financial services as are permitted under applicable laws and regulations. No part of this document may be copied or reproduced in any manner or form or redistributed or published, in whole or in part, without the prior written consent of Mirae Asset Daewoo.

Mirae Asset Daewoo Research 9 May 23, 2018 Holding Companies

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Mirae Asset Daewoo Research 11