Ping an Shares Pledged Or Used As Collateral by CP Group

Ping an Shares Pledged Or Used As Collateral by CP Group

November 13, 2013 COMMENT Ping An Insurance Group (H) (2318.HK) HK$62.25 Equity Research Ping An shares pledged or used as collateral by CP Group News On Nov 12, Ping An announced that Thailand’s Charoen Pokphand Group (CP), Ping An’s largest shareholder with 17.33% stake as of Nov 7 (15.57% in H- shares and 1.76% in A shares), pledged the majority of Ping An shares it owns to UBS AG London Branch (UBS) as part of a financing scheme for CP. In the announcement, Ping An stated that the financing scheme is “a typical financing arrangement for shareholders of listed companies” and CP is using it “in view of its overall financial plan and future business opportunities…CP Group has no intention to reduce its shareholdings in Ping An considering the strategy of long-term partnership of both parties. With an unchanged commitment to the long-term investment in Ping An as its largest shareholder, CP Group will continue to support the development of Ping An and enhance the cooperation with Ping An to give full play to their complementary advantages in agricultural finance and other areas.” Analysis The financing scheme has two parts and CP expects it to be completed on Nov 12: 1) Financing through pledge of shares: CP pledged 11.22% of Ping An shares to UBS (11.11% H shares; 0.11% A shares) to secure the financing; 2) Financing through structured financial derivatives: CP pledged as collateral 3.82% of Ping An shares to UBS under a financial instrument of structured financial derivatives named Collar. As a result, CP’s stake will be reduced to 13.5% (including the 11.22% pledged). However, CP has the right to take back the shares used as collateral if it repays the financing within the redemption period for the structured financial derivatives. Implications We think the news may create some uncertainty about CP’s ownership in Ping An in the event that CP cannot meet the financial duties, but do not view it as a complete surprise. We note that there have been some market expectation since CP purchased the shares in Dec 2012 whether it might use them as pledge/collateral. We think it should not have any impact on Ping An’s strategy/management/fundamentals. Our ratings and TPs are unchanged. INVESTMENT LIST MEMBERSHIP Asia Pacific Buy List Coverage View: Neutral Mancy Sun +852-2978-6072 [email protected] Goldman Sachs (Asia) L.L.C. Goldman Sachs does and seeks to do business with Ning Ma companies covered in its research reports. As a result, +86(10)6627-3063 [email protected] Beijing Gao Hua Securities Company Limited investors should be aware that the firm may have a conflict of Yao Lu interest that could affect the objectivity of this report. Investors +852-2978-0037 [email protected] Goldman Sachs (Asia) L.L.C. should consider this report as only a single factor in making their investment decision. For Reg AC certification and other important disclosures, see the Disclosure Appendix, or go to www.gs.com/research/hedge.html. Analysts employed by non- US affiliates are not registered/qualified as research analysts with FINRA in the U.S. The Goldman Sachs Group, Inc. Global Investment Research November 13, 2013 Ping An Insurance Group (H) (2318.HK) HK$62.25 Disclosure Appendix Reg AC We, Mancy Sun, Ning Ma and Yao Lu, hereby certify that all of the views expressed in this report accurately reflect our personal views about the subject company or companies and its or their securities. We also certify that no part of our compensation was, is or will be, directly or indirectly, related to the specific recommendations or views expressed in this report. Investment Profile The Goldman Sachs Investment Profile provides investment context for a security by comparing key attributes of that security to its peer group and market. The four key attributes depicted are: growth, returns, multiple and volatility. Growth, returns and multiple are indexed based on composites of several methodologies to determine the stocks percentile ranking within the region's coverage universe. The precise calculation of each metric may vary depending on the fiscal year, industry and region but the standard approach is as follows: Growth is a composite of next year's estimate over current year's estimate, e.g. EPS, EBITDA, Revenue. Return is a year one prospective aggregate of various return on capital measures, e.g. CROCI, ROACE, and ROE. Multiple is a composite of one-year forward valuation ratios, e.g. P/E, dividend yield, EV/FCF, EV/EBITDA, EV/DACF, Price/Book. Volatility is measured as trailing twelve-month volatility adjusted for dividends. Quantum Quantum is Goldman Sachs' proprietary database providing access to detailed financial statement histories, forecasts and ratios. It can be used for in-depth analysis of a single company, or to make comparisons between companies in different sectors and markets. GS SUSTAIN GS SUSTAIN is a global investment strategy aimed at long-term, long-only performance with a low turnover of ideas. The GS SUSTAIN focus list includes leaders our analysis shows to be well positioned to deliver long term outperformance through sustained competitive advantage and superior returns on capital relative to their global industry peers. Leaders are identified based on quantifiable analysis of three aspects of corporate performance: cash return on cash invested, industry positioning and management quality (the effectiveness of companies' management of the environmental, social and governance issues facing their industry). Disclosures Coverage group(s) of stocks by primary analyst(s) Mancy Sun: Asia Pacific Financials, China Financials. Ning Ma: China Brokers, China Financials. Asia Pacific Financials: AIA Group, AMMB Holdings, Axis Bank, BOC Hong Kong (Holdings), Bajaj Finance, Bajaj Finserv, Bangkok Bank, Bangkok Bank (Foreign), Bank Central Asia, Bank Danamon, Bank Mandiri, Bank Negara Indonesia, Bank Rakyat Indonesia, Bank Tabungan Negara, Bank Tabungan Pensiunan Nasional, Bank of Ayudhya, Bank of Ayudhya (Foreign), Bank of Baroda, Bank of East Asia, CIMB Group Holdings, CTBC Financial Holdings, Cathay Financial, Chang Hwa Commercial Bank, DBS Group Holdings, Dah Sing Banking Group, Dah Sing Financial Holdings, E.Sun Financial Holding Co, Federal Bank, First Financial Holdings, Fubon Financial Holdings, HDFC Bank, HSBC Holdings, Hang Seng Bank, Hong Leong Bank, Housing Development Finance Corporation, ICICI Bank, ING Vysya Bank Ltd, IndusInd Bank, Infrastructure Development Finance Co., Kasikornbank, Kasikornbank (Foreign), Kotak Mahindra Bank, Krung Thai Bank, Krung Thai Bank (Foreign), LIC Housing Finance, Mahindra & Mahindra Financial Services, Malayan Banking Berhad, Mega Financial Holdings, Oriental Bank of Commerce, Oversea-Chinese Banking Corp., Power Finance Corporation, Public Bank Berhad, Punjab National Bank, RHB Capital, Shin Kong Financial Holdings, Shriram Transport Finance, Siam Commercial Bank, Siam Commercial Bank (Foreign), SinoPac Holdings, Standard Chartered Bank, State Bank of India, Taishin Financial Holdings, United Overseas Bank, Wing Hang Bank, Yes Bank, Yuanta FHC. China Brokers: CITIC Securities (A), CITIC Securities (H), China Galaxy Securities, China Merchants Securities, Everbright Securities, Haitong Securities (A), Haitong Securities (H). China Financials: Agricultural Bank of China (A), Agricultural Bank of China (H), Bank of Beijing, Bank of China (A), Bank of China (H), Bank of Communications (A), Bank of Communications(H), Bank of Nanjing, Bank of Ningbo, China CITIC Bank (A), China CITIC Bank (H), China Construction Bank (A), China Construction Bank (H), China Everbright Bank, China Life Insurance Company (A), China Life Insurance Company (H), China Merchants Bank (A), China Merchants Bank (H), China Minsheng Banking (A), China Minsheng Banking (H), China Pacific Insurance (A), China Pacific Insurance (H), China Taiping Insurance Holdings, Chongqing Rural Commercial Bank, Far East Horizon, Hua Xia Bank, Industrial Bank, Industrial and Commercial Bank of China (A), Industrial and Commercial Bank of China (H), New China Life Insurance (A), New China Life Insurance (H), PICC Group, PICC Property and Casualty, Ping An Bank Co., Ping An Insurance Group (A), Ping An Insurance Group (H), Shanghai Pudong Development Bank. Company-specific regulatory disclosures The following disclosures relate to relationships between The Goldman Sachs Group, Inc. (with its affiliates, "Goldman Sachs") and companies covered by the Global Investment Research Division of Goldman Sachs and referred to in this research. Goldman Sachs has received compensation for investment banking services in the past 12 months: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs expects to receive or intends to seek compensation for investment banking services in the next 3 months: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs has received compensation for non-investment banking services during the past 12 months: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs had an investment banking services client relationship during the past 12 months with: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs had a non-investment banking securities-related services client relationship during the past 12 months with: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs had a non-securities services client relationship during the past 12 months with: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Goldman Sachs Global Investment Research 2 November 13, 2013 Ping An Insurance Group (H) (2318.HK) HK$62.25 Goldman Sachs makes a market in the securities or derivatives thereof: Ping An Insurance Group (H) (HK$62.25) and Ping An Insurance Group (A) (Rmb37.37) Distribution of ratings/investment banking relationships Goldman Sachs Investment Research global coverage universe Rating Distribution Investment Banking Relationships Buy Hold Sell Buy Hold Sell Global 31% 54% 15% 50% 42% 37% As of October 1, 2013, Goldman Sachs Global Investment Research had investment ratings on 3,570 equity securities.

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