China Real Estate M&A 2017 Full Year Review

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China Real Estate M&A 2017 Full Year Review China real estate M&A 2017 full year review Domestic M&A activity Outbound M&A activity Data illustration Domestic M&A activity 3 目录Content Outbound M&A activity 14 Data illustration 21 China real estate M&A 28 March 2018 PwC 2 Domestic M&A activity Outbound M&A activity Data illustration Domestic M&A activity China real estate M&A 28 March 2018 PwC 3 Domestic M&A activity Outbound M&A activity Data illustration In 2017, the number of real estate M&A deals in China exceeded 480, and the transaction amount increased by 31% on-year basis , exceeding US$80 billion. The average transaction size increased significantly. 2015-2017 Domestic RE M&A deals number 2015-2017 Domestic RE M&A deals value 600 60% Unit: $bn 90 120% 81 102% 482 45% 453 62 400 60 80% 334 36% 30% 44 42% 200 30 40% 31% 6% 0 0% 0 0% 2015 2016 2017 2015 2016 2017 Deal Deal 交易数量 yoy 交易金额 yoy number value Average value per deal Note:Only mainland China is included and M&A activities 130 137 168 excludes internal reorganization deals ($mn) Source:CV,Mergermarket, Thomson China real estate M&A 28 March 2018 PwC 4 1 Domestic M&A activity Outbound M&A activity Data illustration In 2017, the value of real estate M&A deals greater than US$1 billion increased by 21%, and value of US$100 million to US$1 billion decreased by 17%. 2017 RE deals value by deal size Big domestic M&A deals in 2017 Announce Deal Value T arget Buyer Percentage Date ( US$m n) 10% 29/06/2017 Guangdong Intl Trust RE Guangzhou Wanxi RE Co 8,105 100% 14% Development Ltd (subsidiary of Vanke) 22/08/2017 Wanda commercial Sunac Group 6,500 91% 31/05/2017 Evergrande Group Holdings Strategic investors 6,300 15% Limited 12/01/2017 China Vanke Co Ltd Shenzhen Metro Group 5,359 15% Co Ltd 18/11/2017 Chengdu Global Century Yunnan Metro Re Dvlp 4,292 51% 44% Co Ltd 12/06/2017 China Vanke Co.,Ltd Shenzhen Metro Group 4,217 14% Co.,Ltd 19/07 /2017 7 7 hotels under Wanda R&F PROPERTIES 2,940 100% 61% business <1< US$100mn亿美金 06/06/2017 Jiayuan International Holdings Mingyuan group 1,504 16% 1US$100mn-10亿美金-1bn investment co. LTD 12/05/2017 Tianjin Shining Star Group Sunac China Holding 1,486 80% >10>US$1bn亿美金 limited 22/11/2017 Shenzhen Kangqiao Jiacheng Shenzhen Chuangjing 1,296 7 0% Invest Co 19/07 /2017 Huainan mining cindare real estate 1,131 100% industry(group)Co.,Ltd Co.,LTD. 27 /02/2017 Beijing Woaiwojia RE Brkg Co Kunming Sinobright 1,031 94% (Grp) Co 46% 14/06/2017 Hui Cheng Real estate Y ango 949 100% 28/12/2017 Shanghai Xingwaitan Dvlp Shanghai Intl Port (Grp) 915 50% Co Lt 25% 14/07 /2017 BADENGCHENG investment China Evergande Group 809 100% 28/11/2017 3 commercial properties of SUPER ALLIANCE 7 53 100% China Merchants Shekou 12/10/2017 Nanjing Hengxiang Ppty Co Ltd Fujian Kairuite Trading 609 65% 2016 2017 Co Ltd Source:CV,Mergermarket, Thomson China real estate M&A 28 March 2018 PwC 5 1 Domestic M&A activity Outbound M&A activity Data illustration In 2017, the expansion of RE companies and business transformation together contributes to the dynamics of M&A activities Acquiring the target company's Real estate companies are facing property and land through the the transition from “buy, build and acquisition of the target company, sell” model to “sell or hold” model opening the channel for rapid access • Agile acquires Greenland Property to the target geographical market Management, due to the rapid • Sunac acquires property projects from development of property Lemmon International and Legend management and various value- Holdings, rapidly increasing land added community services reserves • Sunac China acquires partial equity in • Cinda acquires Huainan Mining Lianjia and enters long-term rental Industry property, entering Anhui and market, which meets the current Zhejiang Market policy orientation Real estate companies continue to Companies seek new growth points integrate with other industries such outside the real estate business. They as financial, senior living, industrial change from the current heavy asset real estate, education, tourism, business structure to a light-asset healthcare and logistics model that focuses on tourism, • Suning invests in Evergrande so that finance, the Internet, and other major Evergrande increases its operational industries advantage in internet retail business • Kunming Department Store acquired • Greenland moves into multiple 5I5J, exploring Internet business industries such as infrastructure, • China Merchants Shekou establishes Explore diversify in the real estate business sector large-scale consumption, finance, real estate fund as its pilot project in to develop related businesses other than traditional healthcare, science and innovation real estate finance and light asset residential and commercial real estate • Sunshine City acquires shares of business • Vanke acquires ProLogis to Create the world's largest Shunde Science Park to explore logistics real estate development platform industrial property 资料来源:CV,Mergermarket, Thomson China real estate M&A 28 March 2018 PwC 6 1 Domestic M&A activity Outbound M&A activity Data illustration 1 In 2017, more companies achieved RMB 50 billion revenue and M&A is a quick way to realize scale growth Number of China Top 100 RE companies by revenue 77 62 • The scale advantage of real estate lies in: − Better brand influence; 21 11 9 11 − More comprehensive operation ability; 3 3 3 - − Stronger financing ability and scale; < RMB<500 50亿元 bn RMB500 50-1000-100亿元 bn RMB1000 100-3000-300亿元 bn RMB3000- 3005000-500亿元 bn >RMB>5000 亿元500 bn − Stronger resource integration capabilities 2016 2017 • Top-ranking large-scale housing enterprises continued 2016-2017 revenue growth rate of top 200 RE companies to maintain rapid growth in 2017, and industry concentration increased further 68% • M&A is an important way for companies to achieve 56% 53% 55% revenue growth in a relatively short period of time, and the scale of target companies has also increased. 34% • Small scale companies (less than 50 billion revenue) grow much slower than the industry average 8% >RMB500bn RMB300-500bnRMB100-300bn RMB50-100bn <RMB50bn Average Source:CRIC,CREA China real estate M&A 28 March 2018 PwC 7 1 Domestic M&A activity Outbound M&A activity Data illustration 2 Compared to traditional bidding and auction, enterprises can acquire land reserves through M&A at a relatively low cost, and can acquire large-area reserves in a relatively short period of time, consolidating the advantages of the existing real estate business and stretching out into core cities Land supplies in 300 cities in China Recruitment is not allowed in land bid invitation, and property developers need use 100% of their own funds for auctions; acquisition companies are not subject to this restriction. The threshold for land acquisition has risen, and the policy of restricting prices and restricting purchases throughout the country has reduced the willingness of companies to obtain land through auctions. Despite more Residence Commercial Major real estate developers are actively carrying out land reserves, and acquiring land companies can acquire multiple parcels and properties at one time, which gives them an advantage in land stocks 2016 122 mn m2 35 mn m2 supply, M&A activities Acquisition of land through acquisition of a company can often result in a lower cost (the target company's own risk and tax factors reduce costs) are still Up 4.9% Up 8.4% dynamic The land held by the acquired company often has a relatively advantageous location compared with the land under auction nowadays 2017 128 mn m2 38 mn m2 Acquisitioncan help buyers directly enter the local market Case of increasing land reserve through M&A in 2017 Deal time Buyer Seller Target property Property and land acquired 2017 Yango Tibet Dingzun, 100% Huicheng’s equity 650,000m2 golf land, 114,200 m2 Nandu Guoji residence and more than 270,000 m2 planning area 2017 Fujian Kairuite Nanjing Hengxiang 65% Hengxiang’s equity 65,400m2 land reserve 2017 Tahoe Lifeng 100%Lifeng’s equity 707,200m2 land reserve Source:China Index Academy, public information China real estate M&A 28 March 2018 PwC 8 1 Domestic M&A activity Outbound M&A activity Data illustration 3 In recent years, real estate companies have achieved business transformation, model switching, industrial expansion, and new business transformation through mergers and acquisitions(1/2) Why transformation Land cost remain high, real estate stocks have to be digested, the incremental market that can be developed is limited, overall profits of real estate companies have fallen, financing costs have risen, and profit pressure has increased. Real estate companies are faced with the transformation from "taking homes to sell Different directions homes" to "sell and hold operations simultaneously ." They are also seeking new growth of transformation points outside of the real estate business, changing the current heavy asset business structure, and shifting to travel, finance, internet and other light assets models of the industry , and providing a better service platform for the real estate industry. More real estate companies are acquiring mature brand properties, accelerate the Impact on acquisitions development of community-based value-added services such as property or advance the long-term rental market, while actively participating in real estate finance and light asset business, in the future more companies will be transformed through acquisitions China real estate M&A 28 March 2018 PwC 9 1 Domestic M&A activity Outbound M&A activity Data illustration 3 In recent years, real estate companies have achieved business transformation, model switching, industrial expansion, and new business transformation through mergers and acquisitions(2/2) • From the micro point of view: the brand value of real estate services, the differentiation of the real estate industry; from a macro point of view: the transition of residential products suppliers to better service providers.
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