Hong Kong and Chinese Mainland IPO Markets 2014 Review and 2015 Outlook

National Public Offering Group 31 December 2014 In 1H/2014, the following economic and political developments shaped the trends of Mainland and

Hong Kong capital markets: Market’s concern over liquidity of Mainland capital market, and how downward pressure of the economy U.S. economic indicators continued and weakening property market to be positive and tapering of bond would impact income of local purchase was in line with market governments and raise risk of local expectation. But market turned defaults in China. volatile due to increasing risk of interest rate hike ahead of schedule.

The Two Sessions set the priorities for 2014 and Following continued slowdown of the country would introduce more reform China’s economic statistics for measures. At the same time, the mild adjustment months, mini-stimulus and targeted in new policy for new share issuance has brought speculation over whether meetings of cuts in reserve ratio requirement Public Offering Review Committee would be re- (RRR) were introduced in Q2. adjourned, the time for re-activating IPO activities, and if the market has sufficient liquidity to support new listings. Russia might face sanctions from European Union and U.S. against its military intervention in Ukraine.Market believed that the economic sanctions would blow the Unstable situation European economy. in Iraq

©2015. For information, contact Deloitte China. 2 In 2H/2014, global economy and political situations of numerous countries impacted Mainland and HK

capital markets: The People’s ’s decision to cut deposit and loan rates of financial institutions U.S.Fed announced exit of QE3, but will failed to excite economic performance.Market maintain low interest rate for a long time. anticipated full cut in RRR/ interest rate to With improvement in employment, support market liquidity and a relaxed monetary market expects interest rate to be raised policy. in Q2 of 2015.

Signs of economic slowdown The State Council meetings, APEC CEO were strengthening as several Both official launch Summit, and Central Economic Work Chinese economic indicators timetable and turnover Conference set several economic weakened for months and development and reform policies, of -HK Stock some hit new low for months. including nine areas of ‘new normal’ Connect fall short of The central government has economic growth, state-owned enterprise market expectation. stepped up its effort in reform, acceleration of new share supervising local debt issue. issuance reform to registration-based regime, raise in timely supply of new shares proposed by China Securities Performance of Eurozone economy slipped, Regulatory Commission as well as resulting in lowering of GDP forecast for 2014 ChiNext reform, etc. and 2015. The market was in a hope that economy and employment would be In the face of sanctions by Europe and U.S. stimulated by nearly 2,000 investment and plunge in oil price to five-and-a-half-year projects from European Commission. low, Ruble was hit. Russia is expected to face recession next year. ©2015. For information, contact Deloitte China. 3 Review of IPO Market in 2014- Hong Kong

4 香港及中国大陆IPO市场 -2014年上半年回顾与展望 HK’s IPO Performance in 2014 Reached Another Level

No. of IPOs and funds 1raised exceeded market expectation No. of IPOs hit historical height 2 IPO proceeds climbed further to 3 close to 2009 level No. of H-share listings reached historical high Top 5 IPOs rose more than 45 30% against last year No. of jumbo IPOs and their proceeds were 6 the highest since 2011 No. of listing applications Over-subscription rates of top 5 IPO were exceeded last year 8 7 significantly higher than last year

Companies from unique sectors IPOs with price-to-earning ratios continued to come to list in HK, includ10ing 9 of more than 20 times increased China’s first nuclear power company by 15 percentage points (CPN Power), Asia’s largest integrated funeral service provider (Nirvana Asia), etc. Source: Hong Kong Stock Exchange (HKEx), Deloitte analysis; excludes the transfer of listings from Growth Enterprise Board to the Main Board and proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 5 ©2015. For information, contact Deloitte China. HK's IPO market performed strongly in 1H/2014

48new listings,raising HK$ 81.3 billion (↑105%) ( 1H/2013:22 new listings, raising HK$39.7billion)

Proceeds were more than doubled that of the same

period of 2013,showing the strongest performance in the first half year.

Source: Hong Kong Stock Exchange, Deloitte Analysis; as of 30 June 2014, excludes the transfer of listings from Growth Enterprise Board to the Main Board and proceeds do not include the green-shoe options of 13 newly-listed companies which did not announced their stabilization actions by 30 June 2014 6 ©2015. For information, contact Deloitte China. HK’s IPO market showed more robust performance in 2014 over 2013

115 IPOs raising HK$227.7 billion (↑35%) (2013: 104 IPOs raising HK$168.9 billion)

The funds raised over the year were close to HK$248.2 billion in 2009. Among the total funds raised, over 60% of the total proceeds raised came from IPOs in Q3 and Q4. The number of IPOs hit another historical height by breaking the record of 104 IPOs in 2013.

Source: HKEx, Deloitte analysis; excludes the transfer of listings from Growth Enterprise Board to the Main Board and proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 7 ©2015. For information, contact Deloitte China. Hong Kong Overview of IPO Market -2014 Proceeds from this year’s top 5 IPOs accounted for nearly 50 percent of the total proceeds raised for the year, 33% up against last year; H-share listings continued to play a key role in mega IPOs Proceeds Raised Issuer (HK$ billion) 2014 1. Dalian Wanda Commercial Properties Co., Ltd. – H-Shares 28.8 2. CGN Power Co., Ltd – H-Shares 28.2 HK Electric Investments and HK Electric Investments 3. 24.1 Limited – SS 4. WH Group Limited 18.3 5. BAIC Motor Corporation Limited – H-Shares 11.0 2013 1. China Everbright Bank Company Limited – H-Shares 24.9 2. China Cinda Asset Management Co., Ltd. – H-Shares 21.9 3. Engineering (Group) Co., Ltd. – H-Shares 13.9 4. China Huishan Dairy Holdings Company Ltd. 11.6 5. Huishang Bank Corporation Ltd. – H-Shares 10.6 Source: HKEx, Deloitte analysis; as of 31 December 2014, proceeds do not include the green-shoe options of Dalian Wanda and BAIC Motor, in which their stabilization actions were not announced by 31 December 2014 8 ©2015. For information, contact Deloitte China. Hong Kong Overview of IPO Market -2014 H-Share offerings rose rapidly to new historical height to 21 deals, which were more than two times from 8 deals last year

No. of H-Share listings 2014* (1993-2014) 25 1. Fujian Nuoqi Co., Ltd 2. Nanjing Sinolife United Company Limited 21 3. Livzon Pharmaceutical Group Inc 20 4. Poly Culture Group Corporation 20 Limited 18 5. Harbin Bank Co., Ltd. 6. China CNR Corporation Limited 7. Port International Co., Ltd. 15 15 8. Hanhua Financial Holdings Co., Ltd 15 14 9. Dynagreen Environmental Protection Group Co., Ltd. 12 10.Central China Securities Co., Ltd. 11.China Co., Ltd 12.Chanjet Information Technology Company Limited. 10 9 13. Digital Telecom Co., Ltd. 8 8 8 14.Beijing Urban Construction Design & 7 7 Development Group Co., Limited 6 6 6 6 6 15.Shanghai La Chapelle Fashion Co., 5 Ltd. 5 16. Sunlit Science and Technology Company Limited 22 17.Yangtze Optical Fibre and Cable Joint 1 Stock Limited Company 18.CGN Power Co., Ltd 0 19.BAIC Motor Corporation Limited 20.Dalian Wanda Commercial Properties Co., Ltd. Source: HKEx, Deloitte Analysis, as of 31December2014. 21.Shengjing Bank Co., Ltd. * In chronological order by date of listing 9 ©2015. For information, contact Deloitte China. Hong Kong Overview of IPO Market -2014 Listing applications increased from 140 in 2013 to 159 in 2014. The number was slightly more than 155 applications in 2010. Lapsed listing applications significantly dropped; Rejected, Listing applications in HKEx rose 14% this year withdrawn and returned applications jumped

• 159 listing applications for the Main Board (MB) and • In 2014, 23 applications were lapsed, decreased from 34, or Growth Enterprise Market (GEM) were accepted for the full 32% y-o-y. year of 2014, rose from 140, a y-o-y increase of 14%. • 13 applications were rejected, increased from 6, or 117% y-o-y. • 38 active applications were being processed, rose from 37, • 7 applications were withdrawn, rose from 2, or 250% y-o-y. with an increase rate of 3%。 • 4 returned applications, raised from 1, or 300% y-o-y.

The number of IPOs in Q4 was at a similar level as that of 2011. Although more IPOs were completed in Q3 than in Q4, proceeds in Q4 increased significantly by 96%. HK MB IPOs HK GEM IPOs Proceeds from IPOs (HK$ billion) 70 350

60 300

12 P r o cee d s ra i sed 50 3 250

40 3 200

30 5 8 5 150 47 2 49 1 N o. o f I P Os 20 2 3 5 100 37 3 5 2 0 2 2 0 2 3 23 26 4 3 24 27 27 10 0 0 0 0 21 18 1 5 18 50 13 13 14 15 12 13 16 10 11 7 7 7 10 10 10 6 0 5 0 2008 2008 2008 2008 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 2013 2013 2013 2013 2014 2014 2014 2014 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: HKEx, Deloitte analysis; proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 10 ©2015. For information, contact Deloitte China. Hong Kong Overview of IPO Market -2014 Valuation and return surged

Ratio of Mainland companies rose Average fist-day return rose by 6.9 again, but deal size shrunk P/E multiples continued to grow percentage points

• 77 out of 115 deals came from the Chinese • 68% of IPOs were priced in P/E multiples • Average first-day performance was +35.8% (MB: +5.3%, Mainland, accounting for 67% of new listings of 10 times or above, 5 percentage points GEM: +144.6%), increased by 6.9 percentage points from 28.9% on a y-o-y comparison (MB: +6.4%,GEM: +118.1%). against 65 deals, which took up 63% of new higher than 63% of last year. listings of last year. • Three GEM issuers were the top three best IPO performers. • IPO funds raised from Chinese companies grew to • 43% of IPOs were priced in P/E multiples The best performer offered a first-day return of +720%. Three HK$196.1billion, representing 86% (2013:90%) of of 20 times or above, 16 percentage MB companies were ranked as the top three worst IPOs and the total proceeds raised in the market. points higher than 27% of last year. the first-day return of the worst performer was -30%. • One of the top three worst IPOs was issued in December, • Two international companies were listed in HK in while the other two were issued at the end of June. With 2014. The first one was listed by way of frequent offerings in December, the capital market was more introduction and the second one raised HK$2.02 selective in IPOs, and same situation occurs at the end of billion, 28% down y-o-y compared with HK$2.82 June when new IPOs were debuted intensively. billion from three overseas companies last year. Number of IPOs by Location of P/E Multiples Top 3 Best/ Worst Performers of HK IPO Issuer

2% E Lighting Gp 720% 10% 5% 17% L&A Int’l 710%

31% KSL 67% Holdings 610% 43% 25% -30% Nirvana Asia

-24% Hang Fat Ginseng Chinese Mainland x < 5 times 5 times < x < 10 times Hong Kong and Macau 10 times < x < 20 times x > 20 times -22% Changgang Dunxin Overseas Introduction/Loss Source: HKEx, Deloitte analysis; as of 31 December, proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 -40% 160% 360% 560% 760% 11 ©2015. For information, contact Deloitte China. Hong Kong IPO Deal Size Analysis -2014 About 62% of Main Board’s total proceeds were contributed by eight mega deals, which have their proceeds hitting the highest level since 2011 Deal Size of HK MB IPOs Mega (>US$1b) Large(US$1b>x>US$0.5b) Medium (US$0.5b>x>US$0.2b) Small (

60 0.8 0.6 P r o cee d s Ra i sed 40 0.4 20 0.2

0 0.0 2009 2010 2011 2012 2013 2014

• HK$ • HK$ • HK$ • HK$ • HK$ • HK$ 78.1 128 63.5 46.9 75.8 86.0 billion billion billion billion billion billion 50 deals 80 deals 58 deals 46 deals 70 deals 82 deals

Source: HKEx, Deloitte analysis; excludes the transfer of listings from Growth Enterprise Board to the Main Board and proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 13 ©2015. For information, contact Deloitte China. Hong Kong IPO Valuation Analysis -2014 39%of IPOs were priced higher than the mid-point of the indicative range, eight percentage points lower than 47% of last year

2014 2013

At Top of Range 3% 16% 11% Above Mid-Point of Range 21% 20% 18% At the Mid-Point of Range 27% Below Mid-Point of Range At Bottom of Range 22% 21% 18%

Fixed Price 20% 3%

Source: HKEx, Deloitte Analysis; as of 31 December 2014

14 ©2015. For information, contact Deloitte China. Hong Kong Top 5 over-subscribed IPOs in 2014 Over-subscription Rates of top 5 over-subscribed IPOs were Issuer Rate significantly higher than those of 2013. But there Magnum 3,558x were more under-subscribed IPOs, especially in Entertainment Huisheng 2,187x Q2 and Q3, when there were intensive offering International activities Austar Lifesciences 1,251x Wai Chi Holdings 1,223x (2013: 85%) Miko International 1,125x

% MB IPOs were over- Best-received IPOs in terms of 79 Over-subscription rate

subscribed.Among the over- 4,000 3,558x (2013: 49%) 3,500 3,000

2,500 s ub scr ip t ion subscribed IPOs, % of the - 55 2,000 1,500 were over-subscribed by 1,086x 1,000

500 N o. o f T i mes O ver 0 2013 2014 over times. Oi Wah Magnum 20 Pawnshop Entertainment Source: HKEx, Deloitte Analysis; as of 31 December 2014. Credit ©2015. For information, contact Deloitte China. 15 Hong Kong Number of IPOs by Industry -2014 Consumer business sector took lead followed by TMTand property

2014 2013 Energy & Resources 2% 12% 4% 6% 19% 5% 5% Financial Services 7% Health Care & 11% Pharmaceutical 9% Manufacturing 23% 9% Property 36% 17% Consumer Business 19% TMT 16%

Others

Source: HKEx, Deloitte Analysis; as of 31 December 2014

16 ©2015. For information, contact Deloitte China. Hong Kong More than 40% of the market’s proceeds came from Energy & Resources and Consumer Business sectors 2014

Other 0.1 0.1% 8.9% TMT 20.2 24.3% Consumer Business 46.9 HK Electric Property 20.6% Investments and 43.9 CGN Power accounted for Manufacturing 28.3 over 90% of proceeds for 10.0% Health Care & Pharmaceutical 10.1 Energy & Resources Financial Services 22.7 19.3% 4.4% Energy & Resources 55.4 12.4%

0 20 40 60 (HK$ billion) Energy & Resources Financial Services Health Care & Pharmaceutical Manufacturing Property Consumer Business TMT Others 2013 0.3% 5.0% Others 0.2 6.4% Source: HKEx, Deloitte TMT 8.5 analysis; as of 31 December, proceeds do not include the 21.3% Everbright Consumer Business 36.0 green-shoe options of 10 Bank, Cinda and newly-listed companies Property 14.9 which did not announced Galaxy their stabilization actions by Securities drove 31 December 2014 Manufacturing 20.1 most proceeds 41.6% 8.8% for Financial Health Care and Pharmaceutical 8.0 Services Financial Services 70.3 11.9% Energy & Resources 10.9 4.7% (HK$ billion) 0 20 40 60 80 ©2015. For information, contact Deloitte China. 17 Review of IPO Market in 2014- Chinese Mainland

18 香港及中国大陆IPO市场 -2014年第一季回顾与展望 18 Chinese Mainland’s IPO activities were active in Q1 2014 and then resumed in June IPOs were restarted on 17 January but turned static from 20 February and then resumed again on 26 June. (1H 2012**: 104 new listings, raising RMB72.6 billion)

52 new listings (↓50%**) , raising RMB 35.3 billion* (↓51%**), both were far lower than those of the same period in 2012**.

Number of IPOs in 1H 2012 Number of IPOs in 1H 2014 Proceeds Raised in 1H 2012 Proceeds Raised in 1H 2014 (RMB billion) 30 50 51 25 P r o cee d s Ra i sed 40 37 20 30 26 15 19 20 16 10 N o. o f I P Os 10 7 5 0 0 1H 2012 1H 2014 1H 2012 1H 2014 1H 2012 1H 2014 SH Main Board SZ SME Board ChiNext

Source: China Securities Regulatory Commission (CSRC), Deloitte analysis, as of 30 June 2014. * Including proceeds raised from offering of old shares in some IPOs; ** Without any new listing in 2013, figures in 2014 were compared against those of the same period in 2012.

©2015. For information, contact Deloitte China. 19 The number of IPOs of Chinese Mainland were fewer in 2014 with merely one large offering Since end of June, the A-share market saw 77* IPOs, falling behind of the forecast of “100 IPOs in the (2012**: 154 new listings, raising RMB103.4 billion) second half of 2014”. 125 new listings* (↓19%**) were completed raising RMB78.7 billion* (↓24%**). More IPOs were completed on the Shanghai Main Board. However, the number of new listings on the Shenzhen SME Board and ChiNext was obviously fewer than that of 2012. Furthermore, the market only recorded one large listing. As a result, the number of IPOs and proceeds raised were merely more than half of those of 2012**.

Number of IPOs in 2012 Number of IPOs in 2014 (RMB billion) Proceeds Raised in 2012 Proceeds Raised in 2014 80 74 40 P r o cee d s Ra i sed 60 30 55 50 43 40 20 32 25 N o. o f I P Os 20 10

0 0 2012 2014 2012 2014 2012 2014 SH Main Board SZ SME Board ChiNext Source: CSRC, Deloitte analysis *as of 31 December 2014.including proceeds raised from offering of old shares in some IPOs **Without any new listing in 2013, figures were compared against those of the same period in 2012.

©2015. For information, contact Deloitte China. 20 Chinese Mainland Overview of IPO Market – 2014 Proceeds from top 5 IPOs rose by 25% from same period of 2012 to RMB18.3 billion Proceeds Raised Issuer (RMB billion) 2014

1. Guosen Securities 7.0

2. Shaanxi Coal 4.0 3. Haitian Flavoring & Food 3.8 4. Hainan Mining 1.9 5. First PV Material 1.6

2012 1. China Communications Construction 5.0 2. CITIC Heavy Industries 3.2 3. Sunrise Technology 2.2 4. CIXING 2.1 5. AoKang Shoes 2.1

Source: CSRC, Deloitte analysis * as of 31 December 2014.including proceeds raised from offering of old shares in some IPOs ©2015. For information, contact Deloitte China. 21 Chinese Mainland Overview of IPO Market – 2014 IPO activities and meetings of Public Offering Review Committee resumed 38 IPOs were approved by Public IPOs reactivated Listing applications were reviewed and subsequently reduced Offering Review Committee to list • Following the re-launch of A-share IPO • As at 25 December 2014, a total of 654 • 629 applications were under processing as at activities, the CSRC resumed the Public companies filed applications for listing on 25December 2014. Offering Review Committee’s meeting in April the SH MB, SZ SME Board and ChiNext. • Among them, 38 companies have passed the 2014. Companies which had passed the Among the applications, 25 were meetings of Public Offering Review. meetings were debuted eventually. suspended. Committee and were waiting in the wings. • As at 31 December, 109 of the 120 new IPOs reviewed by the Public Offering Review • Another 138 companies terminated or • Among the 12 companies that obtained Committee were approved, 10 were rejected withdrawn their applications by 25 offering approval documents on 10 December and 1 were pending for decision. December2014. with their offering details announced, 10 went public before end of 2014. Since IPO activities resumed in January 2014, the number of IPOs recorded was 125, 19% down from 154 in 2012. The proceeds raised were 24% down from RMB103.4 billion to RMB78.7 billion*. SH MB IPOs SZ SME BOARD IPOs ChiNext IPOs Proceeds from IPOs (RMB billion) 100 18 90 16 80 29 14 70 25 30 33 43 12 60 36 40 10

N o. o f I P Os 50 31 8 40 14 26 25 14 52 48 22 24 6 30 58 46 35 P r o cee d s Ra i sed 26 11 9 20 30 26 28 4 24 19 18 15 18 3 2 10 5 4 15 21 10 1 9 11 12 9 11 8 0 4 5 6 6 5 0 0 0 0 6 1 0 Q3'09Q4'09Q1'10Q2'10Q3'10Q4,10Q1'11Q2'11Q3'11Q4'11Q1'12Q2'12Q3'12Q4'12Q1'13Q2'13Q3'13Q4'13Q1'14Q2'14Q3'14Q4'14 Source: CSRC, Deloitte Analysis;no. of IPO in Q4 2012 at SH MB: 1; SZ SME Board: 3; ChiNext: 1 *As of 31 December 2014 ©2015. For information, contact Deloitte China. 22 Chinese Mainland Overview of IPO Market – 2014 First-day P/E ratios and average first-day return Issue of high P/E multiples still needs to be There was no significant difference in first-day resolved gain among IPOs • 75% of IPOs (94) were priced in P/E multiples of 20 times • The average first-day performance was 44%. As new or above, 6 percentage points lower than 1H 2012. IPO issuers were required to keep their first-day gains • 4% of IPOs (5) were priced in P/E ratios of 40 times or within 44%, there was no significant difference on the above, reduced by 5 percentage points from 9% over the first-day returns among the IPOs. same period of 2012. • The best performing issuer on the debut day (46%) is • An education institute enjoyed a P/E multiple of 51 times listed on ChiNext while the worst performer (14%) is when getting listed, the highest ratio among all of the listed on the SH MB. IPOs.

Top 3 Best/ Worst Performers of P/E Multiples of A-Share IPOs A-Share IPOs Qtone 46 4%1% Education

Liangxin 46 24% Electrical

Wolwo Bio- 45 Pharmaceutical 71% Haitian Flavoring 30 & Food

Sunrise Technology 19

x < 10 times 10 times < x < 20 times Shaanxi Coal 14 20 times < x < 40 times x > 40 times 0% 10% 20% 30% 40% 50% Source: CSRC, Deloitte Analysis, as of 31 December 2014 ©2015. For information, contact Deloitte China. 23 Chinese Mainland IPO Deal Size Analysis – 2014 There were fewer large listings. The top 14 IPOs raised RMB30.5 billion, which was merely 39% of total proceeds over the year

Deal size of A-share IPOs Mega (>RMB5b) Large (RMB5b>x>RMB1b) Medium (RMB1b>x>RMB0.5b) Small (

Total funds Total funds Total funds Total funds Total funds Total funds raised: raised: raised: raised: raised: raised: RMB190.8b RMB480.2b RMB282.4b RMB103.4b RMB0b RMB78.7b • China State • Agricultural Bank of • Hydro China • China IPO activity was • Guosen Construction China • Sinovel Wind Communications Securities • Metallurgical yet resumed • China Everbright Bank • Pangda Construction Corporation of • Huatai Securities China • China First Heavy Automobile Trade • China CNR Corp. Industries • Founder • China • China XD Electric Securities Shipbuilding • Ningbo Port Industry • China National • China Merchants Chemical Securities • Hepalink • China Everbright Pharmaceutical Securities • Kelun Pharmaceutical

6 IPOs raised 9 IPOs raised 4 IPOs raised 1 IPO raised 1 IPO raised - - RMB122.6b RMB142.7b RMB35.1b RMB5.0b RMB7.0b

Source: CSRC, Deloitte Analysis, as of 31 December 2014. ©2015. For information, contact Deloitte China. 24 Chinese Mainland IPO Deal Size Analysis – 2014 The average deal size for MB, SZ SME Board and ChiNext was RMB648 million, RMB709 million and RMB435 million respectively, which were all lower than those of 2012. Deal Size of A-Share IPOs (excluding RMB5 billion mega deals) (RMB billion) (RMB billion) Large (RMB5b>x>RMB1b) Medium (RMB1b>x>RMB0.5b) Small (

350 A vera g e P r o cee d s Ra i sed 1.6 300 1.4 250 1.2 0.998 10% 200 0.893 1.0 7.3 0.8 150 0.643 0.578 0.6

P r o cee d s Ra i sed 100 0.4 50 0.2 0.000 0 0.0 2009 2010 2011 2012 2013 2014

• RMB • RMB • RMB • RMB • RMB • RMB

68.2 337.5 247.3 98.4 d eal 0 billion 71.7 billion billion billion billion 0 billion 93 d ea ls 338 d ea ls 277 d ea ls 153 d ea ls 124 d ea ls

Source: CSRC, Deloitte Analysis, as of 31 December 2014

©2015. For information, contact Deloitte China. 25 Chinese Mainland Top 5 over-subscribed IPOs in 2014

Over-subscription rates of IPOs Over - Issuer subscription continued to stand high despite a Rate sluggish market Beite Technology 357x (2012: 100%) Guilin Fuda 333x Beijing Strong 333x Biotechnologies HMT (Xiamen) New %of IPOs 333x 100 Technical Materials SuZhou TA.A Ultra Clean 333x were over-subscribed. Technology Best-received IPOs in terms of over-subscription rate Among the over-subscribed IPOs, 742x 800 700

(2012: 42%) 600 s ub scr ip t ion 500 - 58%were over-subscribed by 357x 400 300

200

100 N o. o f T i mes O ver over times. 0 100 2012 2014 Zhejiang Beite Source: CSRC, Deloitte Analysis, as of 31 December 2014 Shibao Technology ©2015. For information, contact Deloitte China. 26 Chinese Mainland Number of IPOs by Industry – 2014 Manufacturing sector took lead followed by Technology, Media & Telecommunications

2014 Energy & Resources 2012

Financial Services 4% 7% 1% 3% 1% Health Care & 6% 23% 11% Pharmaceutical 23% Manufacturing

Real Estate 15% 46% 14% 40% Consumer Business 3% Technology, Media & 3% Telecommunications Others

Source: CSRC, Deloitte Analysis, as of 31 December 2014

©2015. For information, contact Deloitte China. 27 Chinese Mainland Proceeds from Manufacturing took up 28% of proceeds raised by the market over the period, a drop from 44% in 2012 2014 Others 0.0 TMT 16.3 11% 21% Consumer Business 14.8 9% Real Estate 1.8 Manufacturing Manufacturing 22.3 sector led 10% other sectors Health Care & Pharmaceutical 7.9 19% Financial Services 7.0 Energy & Resources 8.6 2% 28% 0 5 10 15 20 25 (RMB billion) Energy & Resources Financial Services Health Care & Pharmaceutical Manufacturing Real Estate Consumer Business Technology Others 2012 2% 4% Others 2.4 5% 21% 2% TMT 21.3 Consumer Business 16.0

Manufacturing Real Estate 7.5 sector took Manufacturing 45.0 lead 15% 44% Health Care & Pharmaceutical 5.5 Financial Services 1.7 7% Energy & Resources 4.0 Source: CSRC, Deloitte Analysis, as of 31 December 2014

(RMB billion) 0 10 20 30 40 50 ©2015. For information, contact Deloitte China. 28 Chinese Mainland The number of companies pending for listing review has dropped by 16% from 752before IPO activities were resumed to 629, relieving the IPO backlog gradually. No. of Companies Pending for CSRC’s Listing Review SH MB SZ SME ChiNext 450 End of 2013 End of 2014 400 Submitted to Public Offering Review SH MB:1 Committee Meeting SH MB:1 350 SZ SME:1 116 for discussion and pending for decision 300 135 250 83 81 200

150 116 77 143 100 188 37 16 43 50 99 9 5 11 9 38 53 28 19 30 - 15 18 9 End of 2014 End of 2013 End of 2014 End of 2013 End of 2014 End of 2013 End of 2014 End of 2013 Responding to Approved by Under initial meetings of Public CSRC’s Pre-disclosure review Offering Review enquiries Committee Source: CSRC, Deloitte Analysis, compared data as at 27 December 2013 and those on 25 December 2014 ©2015. For information, contact Deloitte China. 29 Review of IPO Market in 2014 -Global

30 香港及中国大陆IPO市场 -2014年上半年回顾与展望 HK Came as Second Top IPO Venue for Another Year

In terms of proceeds raised, the New York Stock Exchange took lead and HK nd ranked 2 . The London Stock Exchange and NASDAQ were behind of HK. As for the Shenzhen Stock Exchange and Shanghai Stock Exchange, their IPO funds raised merely took up more than 50% of those of NASDAQ.

(HK$ billion) IPO Proceeds Raised by Key Global Stock Exchanges in 2014 600

500 575.4

400

300

200 227.7 192.7 179.8 100

0 New York Stock Exchange Hong Kong Stock London Stock Exchange NASDAQ Exchange 119 IPOs 115 IPOs 124 IPOs 181 IPOs

Source: NYSE, NASDAQ, London Stock Exchange, HKEx, China Securities Regulatory Commission, Bloomberg, Deloitte analysis, and proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014 Excludes proceeds from close-end investment companies, and funds and special purpose acquisition companies 31 ©2015. For information, contact Deloitte China. Outlook of IPO Market in 2015 ─ Hong Kong Hong Kong Outlook – the following external reasons will shape outlook of IPO market:

Continuous drop in oil price hitting The issue show that the demand for global economic resources has softened. It further outlook suggested that the global economic outlook in 2015 may not be positive. The Russian economy may face a downturn and a negative growth.

Ongoing weakening of Eurozone The European Central Bank lowered the growth economies targets of economies in the zone in 2015 and will weigh its quantitative-easing plans, assets and bond Uncertainty in purchase programs. The European Union was timing of U.S. planning to launch nearly 2,000 investment projects interest rate hike to stimulate economies and employment. In the last Federal Open Market Committee meeting in 2014, the phase Slowdown in ‘considerable time’ on low interest rate was dropped from its policy China’s statement. The market speculated if the interest rate hike will be advanced following the strong performance of recent U.S. economic and economic development employment data and moderate inflation. But there was a belief that the recent oil price fall, the Ruble’s depreciation and outlook of the Eurozone economies may hold up the rise in the U.S. interest rate for a while.

The market generally believed that growth of China’s economy to turn weak in 2015. Its property market will continue to be in adjustment. The local debt issue is expected to be deepened as the local governments will be required to report their debt classifications to the State over the year. It is expected that the Central government may take stronger measures such as interest rate or reserved ratio cut to increase the market liquidity and stimulate corporate investment into the economy as a result.

©2015. For information, contact Deloitte China. 33 Hong Kong Outlook – potential competitive edges are to be unleashed to boom the IPO market • The number of companies awaiting A-share IPO review was still over 600 in 2014 • It will still take time for the Chinese new share issuance registration-based regime to be introduced • Many Mainland companies will still divert their listings to HK Reform in Strengths of • H-share listing will remain popular and the relaxation of shareholding Shanghai- full-circulated H-share listing is anticipated in 2015 structure HK Stock • SOEs may continue to list as a consolidated group in rules to draw Connect to HK emerging be fully shown • To prompt Mainland emerging companies and businesses international companies in different shareholding structures to list in HK, so as to strengthen HK’s competitiveness in luring emerging businesses • Market turnover to become more active to help the re-rating of HK’s stock market • Attract more listings from Chinese and overseas firms • To be expanded to IPOs of the two markets in 2015 • To help raise HK’s status as an offshore Renminbi center and facilitate development of more RMB- denominated investment products and IPOs

• Different business structures, such as business trusts, real estate investment trusts would be allowed to be listed, promoting the development of HK’s IPO their investment products Market •‘Shenzhen-HK’ Stock Connect may be launched in 2015 to strengthen integration between the two capital markets ©2015. For information, contact Deloitte China. 34 • To be benefited from SOE reformthat will drive SOE to list as a consolidated group Hong Kong • Some SOEs may have core business spun off before Outlook – IPO highlights & trends listing • Some may go public via IPO or back-door listings • Uncertainty in listing timetables • To be hit by Internet finance, interest rate liberalization, increasing risk in bank’s bad debt ratio and stimulated by Pharma- new urbanization and new deposit insurance scheme • Other small banks and financial institutions will need ceutical additional capital through listing to enhance firms competitiveness Financial • Chinese insurance companies need to fulfill the new institutions reserved ratio requirements State- • The China Securities Regulatory Commission encouraged owned (banks, insurance brokerages to use different channels to raise their capital, companies and such as through IPOs enterprises brokerages) • Chinese brokerages need to strengthen their cross-border competitiveness following the launch of ‘Shanghai-HK Stock Connect’ Property • To be benefited from the liberation of medical and Environmental companies health care services and energy • A capital intensive industry • The environment is conducive without any further saving strengthening in macro control and under the relaxation companies in residential loan, interest rate cut and reduction in deposit reserved ratios. Consumer and • Environmental and resources issues have been taken retail to China’s strategic development plan. The country targets to reduce its carbon emission level from 40% to businesses 45% by 2020 • The Chinese government is to continue to leverage on Local brands domestic consumption to stimulate economic transformation • The sector is to be benefited from new urbanization, improvement in GDP per capital • The second generation is in charge of the family business and may like to expand or develop presence on the Mainland • Pace of A-share IPOs is to be speed up as more than 600 companies were waiting for IPO review after listing ©2015. For information, contact Deloitte China. activities restarted. Chinese companies will continue35 to come to list in HK Hong Kong Outlook-Application proofs published on HKEx’s website

MB GEM

Consumer Business 6% 12% 12% 26% Financial Services

15% Energy & Resources 23% 18%

Property

12% 14% TMT 12% Manufacturing 29% 12% 9% Health Care and Pharmaceutical

Application proofs: 34 Application proofs: 17

Source: Hong Kong Stock Exchange; as of 16 December 2014 ©2015. For information, contact Deloitte Touche Tohmatsu. (POG IPO Sharing Workshop) 36 Outlook of HK’s IPO market to be positive in 2015; Liquidity will still subject to development of China, U.S. economies About 51 companies were 7-8 mega IPOs applying to list in are awaiting to HK or planning to be listed offer in 2015

110 IPOs raising No. of IPOs: about 4%

HK$180- $ raised:

When oil price 3- is to break out billion 21% of the trough 220

If U.S. interest rate hike will China’s economic advance and the growth and if there market response will be any easing measures in 2015 ©2015. For information, contact Deloitte China. 37 Outlook of IPO Market in 2015 ─ Chinese Mainland Chinese Mainland Outlook──Prospect of IPO market: opportunities and challenges coexist

Opportunities Challenges • The authorities still fail to provide a definite timetable for the reform of the • The State Council executive meeting registration-based regime. proposed to accelerate the reform policy of the registration-based regime • The IPO proceeds raised in the second for share issuance. half of 2014 were lower than expectation. The government continued to be prudent • The State Council executive meeting to the stock market. proposed to eliminate the conditions for sustainable profits in order to lower • The IPO backlog has not been relieved with more than 600 companies awaiting the threshold for listing small and listing. innovative enterprises. • The Shanghai-HK Stock Connect may • TheCSRC proposed to actively stimulate companies awaiting A-share advance the registration-base regime listings to switch their listing plans and reform and expedite the pace of IPOs. the momentum for those listed companies to return to the A-shares may be affected.

©2015. For information, contact Deloitte China. Chinese Mainland Outlook──Actively promote reform to a registration-based system by refining details of the reform plan

The executive meeting of the State Council decided to take strong measures to further resolve the issue of high financing cost for corporations and put forward 10 new rules including accelerating the reform policy of a registration-based system for share issuance.

The reform plan was submitted to the State Council at the end of November 2014. It is expected that upon successful launch of a registration-based system, the market capacity will be lifted gradually. The CSRC has set the active reform of a registration-based system and regular issuance of new shares each month as future priorities. On the basis of stabilizing the market expectation, the CSRC will speed up the pace of IPOs.

The proposal of the registration-based regime of new share issuance may be introduced in June 2015 following the revision of the SecuritiesLaw.

A registration-based regime for new share issuance will greatly improve the efficiency of reviewing A-share IPO applications and eventually relieve and address the backlog issue more effectively.

©2015. For information, contact Deloitte China. 40 Chinese Mainland Outlook── Lower the ChiNext threshold and promote hi-tech firms to return to the A-Share market During the executive meeting of the State Council which was chaired by Premier Li Keqiang on 19 November 2014, the IPO requirement of sustainable profitability was proposed to be eliminated, lowering the listing threshold for micro-, small and innovative enterprises.

• There is no profit requirement for • Eliminating the profit listing on U.S. NASDAQ、 threshold for ChiNext will Singapore’s Catalist and HK’s facilitate the IPOs and GEM. fundraising activities of • To support the listing of Internet, innovative enterprises. This technology and innovative will encourage more companies that have yet outstanding overseas-listed reached profitability, there is a companies to return to list on need to enable ChiNext to cover the Mainland as well. more sectors of the innovative and emerging industries. This is Encouraging hi-tech the original positioning of firms to list on A- ChiNext when it was established share market • Listing on ChiNext remains as well. an attractive option for companies that are • Relaxing the issuance considering to go public requirements and returning the given its higher valuation as compared with its U.S. and rights to the market to leave HK peers. Lowering its listing investors to make investment requirements may draw decisions will help promote the domestic Internet and reform of a registration-based innovative firms without system, establish a listing profitability to list on the A- transfer system, and improve the share market instead. delisting system.

©2015. For information, contact Deloitte China. 41 Chinese Mainland Shanghai-HK Stock Connect: a new pilot project for the capital market

All constituents of Subject to -SSE 180 Index, Mainland securities firms, a -SSE 380 Index, -an aggregate securities trading service Northbound -shares of all SSE- quota* of company was set up by listed companies, RMB300 billion Shanghai Stock Exchange Trading Link which have issued -a daily quota* of (SSE) both A-and H- RMB13 billion shares

Only open to: All constituents of -Institutional Subject to -Hang Seng investors -an aggregate Composite -Individual LargeCap Index, Southbound investors who quota* of -Hang Seng Trading HK brokers, a hold a total RMB250 Composite balance of at billion MidCap Index, Link securities trading -shares of all least -a daily quota* service company RMB500,000 in companies listed was set up by SEHK of RMB10.5 on both SSE and their securities Stock Exchange and cash billion HK accounts

*To be monitored on a real time basis and may be adjusted in future Source: CSRC and Securities & Futures Commission

©2015.For information,contact Deloitte China. 42 Chinese Mainland Outlook── Shanghai-HK Stock Connect: a new pilot project for the capital market

FurtherconsolidateandpromoteHK’s Opens upof the Mainlandcapital position as an internationalfinancial market and promotes the bilateral center liberation of the two capital markets

• ConsolidateHK’s position as a primary • Attractmoreinvestorstohelp promote destination for Chinesecompanies to theinternationalization of Mainland’s go global and international companies capitalmarket to enterthe Mainland market • Provideinvestorsfrom theMainlandwith • Further enhance HK’s position as an more diversifiedinvestmentchoices offshore RMB center • AssistShanghaito developintoan • ImproveHK’smarket liquidityand internationalfinancialcenterofthe attractmoreinvestors ChineseMainland • Pave way for interconnection of • Promotetheinternationalization of RMB investment products from other asset andtheopeningupofMainland’s capital classes account

43 ©2015.For information,contact Deloitte China Chinese Mainland Outlook── Shanghai-HK Stock Connect: Help ease the A- Share IPO backlog • Authorities of the A-share market will be able to assess more accurately on the impact of HK’s registration system to the pricing of the primary and secondary markets. Eventually it will promote the launch of a registration-based system and proposal of a market pricing mechanism for the A-share market.

• The momentum for H- • It stimulates companies in share listed companies to the A-share IPO backlog, A-Share complete a dual-listing on i.e. those that are awaiting the A-share market may A-share listing review to IPO be slowed down. Someof divert their listings to the H-Sharelisted Hong Kong. companieswilldelaytheir backlog A-share listing plan.

• It allows the valuation systems of the two stock markets to be more aligned, so that the value of the A-share market can be truly reflected. 44 ©2015.For information,contact Deloitte China ChineseMainland Outlook── Companiesawaitinglistingreview maytransferto HK

Advantages • In December 2012, the CSRC issued ‘Guidelines for Supervising the Application Documents and Examination Procedures for the Overseas Stock Issuance and Listing of Joint Stock Companies,’ which relaxed the requirements for Chinese companies to list in HK and streamlined the review procedures. • HKEx has a more predictable IPO review Disadvantages timetable. Generally speaking, it takes a • Differentpractice in information company less than three quarters from disclosure and HK has a more initiating an IPO plan to getting listed. • Listed companies are allowed to have stringent requirement more flexible structures and cornerstone • Higher uncertainty in terms of risk investors are allowed to join the IPO. control in an overseas • Companies are allowed to make follow- environment on offerings without approval from HKEx • Barriers in cashing out the shares after getting listed for six months. It • Lowvaluationfor certain provides M&A opportunities for industries companies to expand and internationalize.

©2015. For information, contact Deloitte China. Chinese Mainland Outlook──Industry distribution of upcoming IPOs (by number of companies) Byend of 2014, 38 companies have passed meetings of the Public Offering Review Committee but have yet offered. Traditional and hi-end manufacturers (50%) and TMT(24%) firms took up the largest proportion.

Traditional and hi-end 19 companies manufacturing

TMT 9 companies

Resources and Energy 5 companies Efficiency

Life Science and 3 companies Healthcare

Retail and Property 2 companies Consumer Business

Source: CSRC, Deloitte Analysis 46 ©2015. For information, contact Deloitte China. In 2015, A-Share IPOswill increase moderately on the back of a stable market expectation The CSRC put forward an arrangement of allowing an average number of IPOs Since end of June till end of the year, the number to be debuted each month of A-share IPOs was and increase the number of 23 fewer than IPOs moderately in due what the CSRC course on the basis of a forecasted stable market expectation.

Majority of IPOs will be small and medium in About 180-200 size from manufacturing, technology and companies are expected to consumer business companies. complete IPOs raising approximately Proceeds$: 29- RMB100-120billion No. of IPOs: 55% for the year 48- 64% Source: CSRC, Deloitte Estimate and Analysis

47 ©2015. For information, contact Deloitte China. Credentials of Deloitte China’s IPO Services

©2015. For information, contact Deloitte China. 48 Our Strong Leadership in HK IPO Services Our Market Share in HK’s IPO Services (2009-2014*)

No. of IPOs IPOProceeds Raised

27% 33%

No. of IPOs: Funds raised: 463 HK$1.45 trillion

Deloitte Non-Deloitte Deloitte Non-Deloitte

Source: HKEx, Deloitte Analysis * As of 31 December 2014, proceeds do not include the green-shoe options of 10 newly-listed companies which did not announced their stabilization actions by 31 December 2014; based on the accumulated number of IPOs and proceeds raised from 2009 to 2014 for the Main Board.

©2015. For information, contact Deloitte China. 49 Deloitte is their reporting accountant Major deals completed in HK in 2014

CGN Power Co., Ltd. WH Group Limited CGN Meiya Power Holdings Co., Ltd. It is the largest nuclear It is the world’s power producer in largest pork company It is a diversified China. with global leadership Independent power across key segments producer in Asia. of the industry value chain.

China Maple Leaf Nirvana Asia Ltd. Xiabuxiabu Educational Catering Systems Ltd. It is the largest Management integrated death care (China) Holdings It is the largest service provider in Co., Ltd. international high Asia. school operator and It is a leading fast the largest casual restaurant international school operator in China. operator in China.

©2015。For information, contact Deloitte China. 50 Deloitte is their reporting accountant Major deals completed in HK in 2014

China VAST On Time Logistics Ernest Borel Industrial Urban Holdings Ltd. Holdings Ltd. Development Company Ltd. It is a growing It is one of the oldest international freight Swiss premium watch It is one of the forwarding service makers, established pioneer service provider in Hong Kong. since 1856 in providers in the Switzerland and with planning, 158 years of heritage. development and operation of large- scale industrial towns in China.

Sinomax Group Ltd. Guorui Properties Jiashili Group Ltd. Ltd. It is a leading It is a large-scale marketer, It is a fast growing biscuit manufacturer manufacturer and residential property with a long history distributor of quality developer in China and leading position visco-elastic pillows, with commercial in the biscuit market mattress toppers and property operations. in the PRC. mattresses in the U.S., Hong Kong and China.

©2015。For information, contact Deloitte China. 51 Deloitte is their reporting accountant Major deals completed in HK in 2014

Colour Life Services Hang Fat Ginseng Hengxing Gold Group Co., Ltd. Holdings Co. Ltd. Holding Co. Ltd.

It is one of the leading It is primarily engaged It is an emerging gold property management in the sourcing and mining company in companies in the wholesaling of China. It owns and PRC as being named unprocessed American operates the Gold China’s largest Ginseng and is the Mountain, the largest community services largest first-level gold mine in Xinjiang, operator in terms of American Ginseng China. the number of wholesaler in Hong residential units Kong. managed.

Best Pacific Int’l Medicskin Holdings L & A International Holdings Ltd. Ltd. Holdings Ltd.

It is one of the few It is a medical skin care It designs, procures, lingerie materials group operating two manufactures, markets manufacturers in the Medicskin Centres in and retails of pure world that are able to Hong Kong that cashmere apparel and provide one-stop primarily focus on the other apparel products solutions to lingerie treatment of skin and accessories. brand owners diseases/problems and/or the improvement of appearance of its clients.

©2015。For information, contact Deloitte China. 52 Deloitte is their reporting accountant Major deals completed in HK in 2014

SDM Group Major Holdings Hong Wei (Asia) Holdings Ltd. Company Ltd. Holdings Co. Ltd.

It is the largest dance It is a retailer of a wide It is primarily engaged institution for children range of premium wine in the manufacturing in Hong Kong. and spirits products. and sales of particleboards, which are environmentally friendly and resources saving reconstituted wood-based panels.

©2015。For information, contact Deloitte China. 53 Deloitte is their reporting accountant Recentlycompleted A-share listings

Beijing Cuiwei Neway Valve Universal Scientific Tower Company (Suzhou) Company Industrial Ltd. Ltd. (Shanghai) Company Ltd. The company is It is the largest and principally world-renowned It is a global leader in engaged in the industrial valve providing services development and manufacturer in and solutions in operation of China. electronic product department store design and chain on the manufacturing. Chinese Mainland.

Shandong Molong China Agricultural Petroleum Molybdenum Bank of China Machinery Company Limited Ltd. Company Ltd. The group It is one of the The company is specializes in four state-owned specialised in the mining, smelting banks in China. design, research and processing of Its IPO was the and development, molybdenum and largest in the A- processing, tungsten. share market in 2009, raising manufacturingand RMB59.6 billion. sales in China and petroleum machinery export.

©2015。For information, contact Deloitte China. 54 Deloitte China National Public Offering Group Your Winning Team for Listing on Capital Markets Deloitte China at a Glance Our China Practice Harbin • Over 10,000 people in 17 offices • Serving one-third of all companies listed on the Beijing Hong Kong Stock Exchange Heilongjiang • Leading position in public offering services in Dalian key capital markets and was the reporting accountant for the global largest IPOs in both 2010 (Agriculture Bank of China) and 2011 Tianjin Jilin (Glencore International Plc) • Advising the Ministry of Finance in the Chinese Liaoning Ji’nan Mainland on the development of international accounting standards and tax systems since Xingjiang Inner Mongolia Nanjing 1993 Hebei • Leading the IPO services for Hong Kong since 2009 (in terms of cumulative no. of IPOs and Shanghai Shanxi Shandong proceeds raised) Qinghai Gansu Henan Jiangsu Tibet Shaanxi Suzhou We have achieved many industry firsts: Hubei Anhui • The first to pioneer the listing of RMB- Sichuan denominated REIT (Hui Xian REIT) Chongqing Zhejiang • The first fixed single investment trust from Hong Kong’s hospitality industry (Langham Jiangxi Xiamen Hunan Guizhou Fujian Hospitality Investments) • The first state-owned distressed asset Taiwan Shenzhen Wuhan Guangxi Guangdong management company (China Cinda) Yunnan • The first Mainland-based largest death care Hong Kong service provider (Fu Shou Yuan) • The first Chinese private hospital operator Chongqing (Phoenix Healthcare) Guangzhou Macau Hainan • The first nuclear power producer in China (CGN Power) Deloitte offices • Asia’slargest integrated death care service provider(Nirvana Asia)

©2015. For information, contact Deloitte China. 55 Contacts

National PublicOffering Group

Edward Au Dick Kay Co-Leader Co-Leader Tel:+85228521266/ +86755 3353 8075 Tel:+86 21 6141 1838 Fax : +85228158476/ +86 755 8246 3186 Fax:+862163350177 Email : [email protected] Email:[email protected]

AnthonyWu Taylor Lam China A-Share Market Capital Leader NorthernChina Regional Leader Tel:+862161411808 Tel : +86 10 8520 7126 Fax: +86 21 6335 0177/0377 Fax : +86 10 8520 7494 Email:[email protected] Email : [email protected]

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©2015. For information, contact Deloitte China. 57