Valuation Report Kerry Logistics Network Limited Portfolio Valuation
Total Page:16
File Type:pdf, Size:1020Kb
Valuation Report Kerry Logistics Network Limited Portfolio Valuation Valuation as at 30 June 2021 27/F, One Island East, Taikoo Place, 18 Westlands Road, Quarry Bay, Hong Kong 香港鰂魚涌太古坊華蘭路 18 號港島東中心 27 樓 Tel 電話 +852 2507 0507 Fax 傳真 +852 2530 1502 cushmanwakefield.com.hk Valuation Report No. F21-002129-02 Valuation Report No. : F21-002129-02 Our Ref : KB/GL/GN/jc Date : 12 August 2021 The Directors Kerry Logistics Network Limited 16/F, Kerry Cargo Centre 55 Wing Kei Road, Kwai Chung New Territories Hong Kong Dear Sirs, Instructions, Purpose & Valuation Date In accordance with your instructions for us to value certain properties in People’s Republic of China (the “PRC”), Hong Kong, Taiwan, South Korea, Vietnam, Cambodia, Thailand, Malaysia, Singapore, Myanmar, India, Uzbekistan, Dubai, Sweden and Netherlands (as more particularly described in the attached valuation summaries) in which Kerry Logistics Network Limited (the “Company”) together with its subsidiaries (collectively the “Group”) have interests, we confirm that we have inspected the properties, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the values of such properties as at 30 June 2021 (the “Valuation Date”) (i) a summary report of which would be incorporated into a composite document dated 12 August 2021 issued by the Company (the “Summary Valuation Report”); and (ii) the full report of which would be uploaded as an announcement on https://www.hkexnews.hk/ and put on public display as a document on display in accordance with The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission. Valuation Basis Our valuation of each of the properties represents its market value which in accordance with The HKIS Valuation Standards 2020 published by The Hong Kong Institute of Surveyors is defined as ‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’. Valuation Assumptions In valuing the properties, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities published by The Stock Exchange of The Hong Kong Limited, Rule 11 of The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission and The HKIS Valuation Standards 2020 published by The Hong Kong Institute of Surveyors. Our valuation of each property excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value. Valuation Report No. F21-002129-02 2/263 Kerry Logistics Network Limited Valuation Date Portfolio Valuation 30 June 2021 In the course of our valuation of the properties, we have relied on the information and advice given by the Company and the Company’s legal advisers, 北京李偉斌律師事務所 (Li & Partners), HÃNG LUẬT CABAS LAW CO., LTD, SokSiphana & associates, and Al Tamimi & Company regarding the titles to the properties and the interests of the Company in the properties in the PRC, Vietnam, Cambodia and Dubai respectively. Unless otherwise stated in the legal opinion provided for the properties in the PRC, Vietnam, Cambodia and Dubai; and as revealed from title search record for the properties in Hong Kong, Taiwan, South Korea, Thailand, Malaysia (where available amidst lockdown of some land offices), Singapore, Uzbekistan, Sweden and Netherlands, in valuing the properties, we have assumed that the Company has an enforceable title to each of the properties and has free and uninterrupted rights to use, occupy or assign the properties for the whole of the respective unexpired land use term as granted. The status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company are set out in the notes of the respective valuation report. No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values. Valuation Methods Some properties are subject to non-alienation restrictions, in default of complete legitimate procedures or in lack of marketability such that market value is not applicable in the valuation. Under such circumstances, our valuations are conducted on the basis of investment value which are stated separate from the market value. Assessment on the basis of ‘investment value’, according to the International Valuation Standards, which the HKIS Valuation Standards follow, is defined as “the value of an asset to the owner or a prospective owner for individual investment or operational objectives”. Investment value is an entity-specific basis of value which reflects the benefits received by an entity from holding the asset and, therefore, does not necessarily involve a hypothetical exchange. It must be emphasized that investment value is not market value. (a) Properties in the PRC In valuing the properties in Groups I-A and I-B, which are completed properties held by the Group for investment or operation in the PRC, we have adopted Income Capitalisation Method on the basis of capitalisation of rental incomes derived from the existing tenancies with due allowance for reversionary potential of each of the properties or by reference to comparable market transactions. Transactions involving similar scale properties of the same nature and tenancy structure in the same districts are not frequent. On the other hand, as most properties generate rental income from letting arrangements and such rental comparables are more readily available, we consider Income Capitalisation Method, which is also commonly used in valuing properties for investment purpose, to be the best method to value these properties. For those properties without any existing tenancies, we have adopted Market Comparison Method. In undertaking our valuations for the properties by Income Capitalisation Method, we have mainly made reference to sales or lettings within the subject properties as well as other relevant comparable sales or rental evidences of properties of similar use type subject to appropriate adjustments including but not limited to location, accessibility, age, quality, maintenance standard, size, time, configuration and other relevant factors. Valuation Report No. F21-002129-02 3/263 Kerry Logistics Network Limited Valuation Date Portfolio Valuation 30 June 2021 The capitalisation rates adopted in our valuations are based on our analyses of the yields of properties of similar use type after due adjustments. Such capitalisation rates are estimated with reference to the yields generally expected by the market for comparable properties of similar use type, which implicitly reflect the type and quality of the properties, the expectation of the potential future rental growth, capital appreciation and relevant risk factors. The capitalisation rates adopted are reasonable and in line with the market norm having regard to the analysed yields of transactions of the relevant use type. In respect of the properties in Group I-C which are properties held by the Group under development in the PRC, we have valued them on the basis that each of these properties will be developed and completed in accordance with the latest development scheme of the Company provided to us (if any). We have assumed that all consents, approvals and licences from the relevant government authorities for the development scheme have been obtained without onerous conditions or delays. We have also assumed that the design and construction of the development are in compliance with the local planning regulations and have been approved by the relevant authorities. In arriving at our opinion of value, we have adopted Market Comparison Method or Income Capitalisation Method to assess the development value as if completed and have also taken into account the incurred construction costs and the costs that will be incurred to complete the development to reflect the quality of the completed development. In respect of the properties in Group I-D which are properties held by the Group for future development in the PRC, we have mainly used Market Comparison Method assuming sale of each of these properties in their existing state by making reference to comparable land sales transactions as available in the relevant market and have taken into account reasonably incurred land improvement costs, if any. (b) Properties in Hong Kong In respect of the properties in Group II in Hong Kong, we have generally valued the properties by Market Comparison Method assuming sale of the properties in their respective existing state by making reference to comparable sales transactions as available in the relevant market. The adoption of the widely-accepted Market Comparison Method and a valuation by comparison are reasonable and appropriate as the properties are existing, completed properties of similar nature and are comparable to other industrial and warehouse properties in the market where comparable sale transactions are available. Property no. 9 in Group II-B held by the Group for owner occupation in Hong Kong is held under a lease from the Hong Kong Science and Technology Parks Corporation (formerly The Hong Kong Industrial Estates Corporation) (the “Corporation”), subject to a restriction on alienation. The lease stipulates that if the lessee wishes to assign the property at any time during the term of the lease demised, the lessee shall first offer to surrender its interest to the Corporation at a consideration calculated in accordance with the formula set down in the lease.