Sale and Purchase Agreement Research Report 2019 Data Analytics on Transaction Activities of Hong Kong Listed CompaniesTable of Contents Definitions Foreword Sale and Purchase Agreement Research Report Overview Acquisitions Businesses Acquired Compared to Buyers Industry Consideration to Net Asset Value Valuation Approaches and Settlement Methods Disposals Businesses Disposed Compared to Sellers Industry Consideration to Net Asset Value Valuation Approaches and Settlement Methods Summary Key Takeaways Key Insights Grant Thornton Hong Kong Transaction Advisory Services Team Hong Kong SAR, China Transaction Advisory Services Leadership Team China Sale and Purchase Advisory Team - Global Our Offices in China 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 © 2019 Grant Thornton Hong Kong Limited. All rights reserved. Sale and Purchase Agreement Research Report 2019 2Definitions Unless the context otherwise requires, the relevant terms shall have the meanings set out below: “Connected Transaction(s)“ transaction(s) with connected person(s), and specified category(ies) of transaction(s) with third parties that may confer benefits on connected person(s) through their interests in the entities involved in the transaction(s) as defined in Hong Kong Listing Rules “EV to EBITDA ratio“ enterprise value to earnings before interest, tax, depreciation and amortisation ratio “GEM“ the GEM of the HKEx “HKEx“ the Stock Exchange of Hong Kong Limited “HSICS“ the Hang Seng Industry Classification System, which is a comprehensive industry classification system designed for the Hong Kong stock market “Listing Rules“ the rules governing the listing of securities on the HKEx “Main Board“ the Main Board of the HKEx “Major Transaction(s)“ a transaction or a series of transactions (aggregated under Hong Kong Listing Rules 19.22 and 19.23) by a listed issuer where any percentage ratio is 25% or more, but less than 100% for an acquisition or 75% for a disposal as defined in Hong Kong Listing Rules “NAV“ net asset value, refers to the value of total assets less the total liabilities as at the latest practicable date prior to the transaction “Non-connected Transaction(s)“ transaction(s) other than Connected Transaction(s) “PE ratio“ price to earnings ratio “Report“ the Sale and Purchase Agreement Research Report 2019 “SPA(s)“ sale and purchase agreement(s), entered into by Hong Kong listed companies from 1 January 2018 to 31 December 2018 “VSA(s)“ very substantial acquisition(s), which is an acquisition or a series of acquisitions (aggregated under Hong Kong Listing Rules 19.22 and 19.23) of assets by a listed issuer where any percentage ratio is 100% or more as defined in Hong Kong Listing Rules “VSD(s)“ very substantial disposal(s), which is a disposal or a series of disposals (aggregated under Hong Kong Listing Rules 19.22 and 19.23) of assets by a listed issuer where any percentage ratio is 75% or more as defined in Hong Kong Listing Rules © 2019 Grant Thornton Hong Kong Limited. All rights reserved. Sale and Purchase Agreement Research Report 2019 3Foreword Every transaction including an acquisition or a disposal is always supplemented with a SPA that provides unique information and details on the corporate transaction. However, SPAs are not standardised in terms of structure and extent of contents, which hinder the comparability between them. The objectives of this Report are to obtain an overview of the Hong Kong market, seek trends and patterns from the data collected and provide insights in relation to the underlying implications of the information, in order to give readers a better understanding of SPAs and benefit from our insights. We have visualised and analysed data and information from the identified SPAs with the use of state-of-the-art data analytics tools and techniques. The HKEx website has been our primary source of data for this Report. As at 31 December 2018, a total of 2,315 companies were listed on HKEx, with 1,926 and 389 companies listed on the Main Board and the GEM, respectively. We have focused on SPAs that were entered into by Hong Kong listed companies or their subsidiaries from 1 January to 31 December 2018, where the underlying transactions were classified as Major Transaction, VSA and VSD under the relevant definitions of the Listing Rules. As a result, we have identified a total of 304 SPAs from the HKEx website, of which 185 were acquisitions and 119 were disposals. To ensure consistency, the classification of the industries mentioned in this Report is based on the HSICS designed for the Hong Kong stock market. Through state-of-the-art data visualisation, we aim to provide readers with an overview regarding transaction activities in Hong Kong as well as unique insights in drafting a SPA. Barry Tong National Head and Joint APAC Head of Transaction Advisory Services Our data analytics have shown that undergoing due diligence, project planning, appropriate valuation approach and assurance clauses in SPAs are some of the key elements to ensure a successful transaction. Liu Dongdong National Head of Advisory Services, China © 2019 Grant Thornton Hong Kong Limited. All rights reserved. Sale and Purchase Agreement Research Report 2019 4Sale and Purchase Agreement Research Report Overview Transaction Highlights Assets Acquired versus Assets Disposed Major Conditions in Business Transactions Source: HKEx and GT Analysis Source: HKEx and GT Analysis Source: HKEx and GT Analysis In the Report, the most common type of transactions in 2018 was Major and Non- Connected Transactions executed by Main Board listed companies. In 2018, Hong Kong listed companies entered into SPAs mainly for the purpose of acquiring and disposing businesses. Business acquisitions accounted for approximately 60% of all acquisition transactions, while business disposals accounted for approximately 71% of all disposal transactions. During the year, we have also identified 4 major conditions that were commonly used by Hong Kong listed companies in various business transactions. These conditions were related to the satisfaction of due diligence investigation, independent valuation, reorganisation and Consumer Services include retailers, hotels and transportation businesses Locations of Businesses Acquired Among the 185 acquisitions that we identified, 111 were business acquisitions. Businesses acquired from the Properties and Consumer Services include retailers, hotels and transportation businesses Locations of Businesses Disposed Among the 119 disposals, 85 were business disposals. Businesses disposed from the Consumer Goods, the Properties & Construction and the Industrials industries were the most popular during the year. These 3 industries accounted for approximately 64% of all business disposals. A diversified industry of businesses disposed was found in each seller's industry. Industries related to Industrials, Consumer Goods, Properties & Construction and Consumer Services were the most active industries in terms of disposing businesses during the year. Approximately 92% of businesses disposed were located in the Asia Pacific region, inclusive of Mainland China, Hong Kong & Macau and other Asia Pacific countries, with Mainland China accounting for approximately 68% of all business disposals. Source: HKEx and GT Analysis * “EMEA countries“ include United Kingdom * “Other Asia Pacific countries“ include Australia, Malaysia and Singapore Disposals © 2019 Grant Thornton Hong Kong Limited. All rights reserved. Sale and Purchase Agreement Research Report 2019 11Consideration to Net Asset Value (for business disposals only) Detailed Breakdown of Top 3 Industries: Consumer Goods, Properties & Construction and Industrials Relationship between Consideration and NAV Among the 119 disposals that we identified, 85 were business disposals. In order to provide readers with a more meaningful and insightful analysis, we have excluded 9 business disposals which we deem to be outliers with extreme values and the inclusion of which may result in misleading perception of the overall data. We have focused on the remaining 76 business disposals which had considerations ranging from a discount of 3 times to a premium of 5 times of their respective NAVs. These 76 business disposals accounted for approximately 89% of all business disposals during the year. The majority, which is approximately 71% of the aforementioned 76 business disposals, ranged from a discount of 1 time to a premium of 1 time of their respective NAV. Within which, approximately 61% were from the Properties & Construction, the Consumer Goods and the Industrials industries. Source: HKEx and GT Analysis Notes: 1. Premium or discount of consideration is calculated by: Consideration as at the date of agreement - NAV as at the latest practicable date prior to the transaction 2. Multiples are calculated by: (Premium or discount of consideration) / NAV as at the latest practicable date prior to the transaction 3. Calculation of multiples is not applicable for transactions involving assets other than businesses Source: HKEx and GT Analysis Disposals © 2019 Grant Thornton Hong Kong Limited. All rights reserved. Sale and Purchase Agreement Research Report 2019 12