China REITs Property Landlords to Shine - DBS

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 DBS Asian Insights
  DBS Group Research • May 2018

                                            China REITs
                                  Property Landlords to Shine
China REITs Property Landlords to Shine - DBS
DBS Asian Insights
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China REITs
Property Landlords to Shine

Ken HE
Equity Analyst
DBS (Hong Kong)
ken_he@dbs.com

Carol WU
Head of Greater China Research
DBS (Hong Kong)
carol_wu@dbs.com

Danielle WANG CFA
Equity Analyst
DBS (Hong Kong)
danielle_wang@dbs.com

Derek TAN
Equity Analyst
DBS Group Research
derektan@dbs.com

Jason LAM
Equity Analyst
DBS (Hong Kong)
jasonlamch@dbs.com

Produced by:
Asian Insights Office • DBS Group Research

   go.dbs.com/research
   @dbsinsights
   asianinsights@dbs.com

Goh Chien Yen        Editor-in-Chief
Jean Chua            Managing Editor
Martin Tacchi        Art Director
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04   Executive Summary

08   China REITs Are Lagging
      Edging Towards Onshore REITs

18   Major Obstacles in Fostering
     an Onshore REIT Regime
      CMBS/CMBNs Are Growing Faster
      C-REITs Are Imminent

28   Which Asset Type Will Benefit
     More?
      Modern Logistics Properties
      The Rise of Active Property Asset
      Management
      Which Developer Will Benefit From the
      Establishment of C-REITs?

49   Appendix
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Executive Summary

                           T
      No REIT regime yet           he real estate investment trust (REIT) has become an important investment vehicle
                                   as evidenced by its separation from the financial sector in the Global Industry
                                   Classification Standard as a sector on its own. Major Asian countries/regions have
                                   joined western countries to kickstart local versions of REITs, leaving China the last
                           big economy that has yet to have such an investment vehicle.

     Two major technical   In our view, removing legislative obstacles (publicly traded funds are not allowed to
               obstacles   hold commercial properties) is the first step that the government needs to take towards
                           establishing a modern REIT regime. Near-term relaxation could be allowing mutual funds to
                           invest in onshore pre-REITs. Currently, the government is fine-tuning regulations whereby
                           a single mutual fund is not allowed to invest over 10% of its total net asset value (NAV) in
                           one single security and a single fund management company is not allowed to invest over
                           10% stake in one single security.

                           Taxation is a more complicated obstacle as there are central/local tax (國稅地稅) systems
                           in place. We think a waiver of taxes related to asset transfers is required to develop a REIT
                           regime, as this is one of the biggest concerns for – and a huge burden on – landlords to
                           build a REIT platform. So far, under the current taxation scheme and regulations, onshore
                           pre-REITs have complicated structures to save on/avoid some taxation. Having said that,
                           taxation, in our view, is a factor determining the market size of China REITs (C-REITs), rather
                           than an obstacle preventing the establishment of C-REITs, as offshore C-REITs also need to
                           pay various taxes in China.

                           Other areas that China needs to fine-tune to foster an ecosystem for C-REITs include a
                           unified product structure, a standardised valuation methodology, a transparent credit rating
                           system, and supervision of special-purpose vehicles (SPVs).

      Onshore pre-REITs    The origin of C-REITs can be traced back to 2005, when the first red-chip REIT – Yuexiu REIT
                           – was launched on the Hong Kong Stock Exchange (HKEx). However, the development of
                           the sector has largely stagnated until the emergence of onshore REIT-like securities in 2014.
                           Currently, there are 28 quasi-/pre-REITs (類/准REIT) which are primarily debt-like vehicles and
                           barely resemble an equity-REIT in other countries, as the government aims to manage the
                           risks of such products at the initial stages and believes that a debt structure is more secure
                           than an equity one.

                           But the fact is those pilot debt-like products have a less favourable risk/return profile
                           compared to offshore C-REITs as (i) their leverage is high, ranging 50-70% versus 20-40%
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                     of their offshore peers’; (ii) the coupon rate has been low at 4-7%, versus an average yield
                     of 6-9% of offshore peers’ (total returns could be higher, including capital gains); and (iii)
                     those pre-REITs are all held by private funds with fewer than 200 investors, pointing to limited
                     liquidity. Other problems existing in some products include low interest coverage, having a
                     single underlying asset or single end-customer, the parent company’s credit enhancement,
                     and a vague credit system. In our view, relaxation of policy and taxation is needed to foster
                     a better ecosystem for growing equity-REITs.

CMBS are growing     The big difference is, compared to REITs, that commercial mortgage-backed securities
            faster   (CMBS) do not involve asset transfers, avoiding the two key obstacles faced by onshore
                     REITs. Compared to traditional bank loans, CMBS enjoy lower funding costs and better
                     liquidity. CMBS kicked off in August 2016 and have witnessed faster growth since then.

                     A recent spate of policies has led us to believe that the long-awaited C-REIT is imminent,
                     even if the initial structure of the REIT may not be similar to that of offshore REITs.

                     (i) Continuous deleveraging efforts: Top governors have reiterated the need to put more
                     effort into ensuring financial security and healthy economic growth. This can be tracked
                     from the deceleration in the growth in banks’ assets. According to Standard & Poor’s,
                     growth in banks’ assets was 5.5% in 8M17, much lower than an average of 15.2% during
                     the past five years, and also the first time this figure has dipped below the corresponding
                     GDP growth. The government has been pushing other sectors to swap debt for equity to
                     help them deleverage. But unfortunately, the property sector is one of the few sectors that
                     have been gearing up despite strong property sales. We believe the government may switch
                     its focus to deleveraging in the sector after successful destocking, and C-REIT could be an
                     effective way.

                     (ii) Weaken residential properties’ attractiveness as investments: Local governments
                     have implemented a series of policies (including purchase/sell/mortgage limitations) with the
                     intention of managing residents’ expectations on housing prices. Meanwhile, the central
                     government has attached more importance to long-lease rental apartments, proposing to
                     give more incentives (including land supply and tax incentives) to this segment. Three million
                     units of rental housing are targeted to be supplied in trial cities, which is huge compared to
                     the average annual sales of 1.7mn units during 2013-2016 in those cities. And we believe
                     China needs the REIT platform to hold these rental-housing assets over the long term. In
                     addition, the first pre-REIT for long-lease rental apartments was launched on the Shenzhen
                     Stock Exchange on 3 November 2017, prompting some industry experts to expect the
                     breakthrough in onshore REITs to come from long-lease rental apartments.

                     (iii) Develop commercial properties’ function as investments: The regulators have been
                     speeding up the drafting of the REIT code recently. In addition, the issuance of onshore pre-REITs
                     has also accelerated. Apart from this, a new policy which aims to encourage the conversion
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                           of commercial land/properties to long-lease rental apartments was introduced. As mentioned
                           above, the upcoming C-REITs could be public funds with investment targets in onshore pre-
                           REITs, which do not look exactly like REITs envisioned by overseas investors. Yet, this vehicle
                           should greatly improve the liquidity of commercial properties and unlock book value.

 Commercial properties     We expect the investment focus to gradually switch from residential properties to commercial
     to outperform?        properties. Based on our study, the capital value of commercial properties in Japan and
                           Hong Kong has outperformed residential housing prices after the introduction of local REITs.
                           In addition, we are seeing big potential in C-REITs. REITs’ market cap as a percentage of
                           local GDP average 6.0% in major Asia-Pacific countries. Even if we conservatively assume
                           a 1% figure for China, C-REITs’ market cap could potentially be US$115bn. In our view,
                           the required yield return of C-REITs will likely fall in the 5.5-6.0% range, compared with the
                           current China 10Y government bond yield of 3.9%, the latest weighted-average rate of
                           4.5% for wealth management products (WMP), and the current offshore C-REITs’ yield of
                           between 6% and 9%. The yield spread (above China 10Y government bond yield) is likely
                           to be 2%, compared to c.3% for HK REITs and Singapore REITs (S-REITs), which could be
                           justified by higher asset appreciation potential in China.

     Which asset type to   We expect hotel and retail mall assets to benefit more from liquidity improvement. In
         benefit more?     addition, in anticipation of C-REITs, active property asset management / redevelopment and
                           conversion of hotel or retail malls to offices are rising, especially in Beijing and Shanghai.

       Modern logistics    Both assets generate relatively stable cashflow and require less operating capability.
properties and Grade-A     Therefore, both assets have been chased by financial investors and insurance companies
                offices    during the past two years. As the renminbi (RMB) has reversed its downward trend, foreign
                           capital has also been flowing into these two assets. This, coupled with stricter capital
                           outflow, should continue to drive up the capital value of both assets.

                           We are positive on the logistics property sector and we expect state-owned enterprises
                           (SOEs) and market consolidators that have better access to industrial land to benefit more
                           from the potential establishment of C-REITs. Shenzhen Chiwan used to be the second-largest
                           warehouse play in China, but its development over the last two years has been dragged
                           by its B-share status. The company is expected to leverage the potential establishment of
                           C-REITs to quicken its asset turnover and grow its portfolio. Vanke-H/A, being the largest
                           warehouse play (a part of a consortium involved in an ongoing transaction to take GLP
                           private), is also a key beneficiary.

                           For Grade-A offices, we are positive on Shanghai, Guangzhou, and Shenzhen, but cautious
                           on Beijing traditional core areas as long-term demand in Beijing will likely be diluted by the
                           rise of Tongzhou and Xiong An New District. We expect SOHO to benefit more from asset
                           disposals, given investors’ appetite for prime office assets.
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Premium retail malls   In our view, the market is overestimating the risk of oversupply and underestimating the
                       recovery in retail sales. Our analysis suggests that four types of malls will outperform: (i) Existing
                       luxury malls in Tier-1 cities, as they will benefit from strong retail sales recovery in the luxury
                       segment; (ii) suburban malls in high-tier cities with strong population influx; (iii) malls with first-
                       mover advantage in low-tier cities; and (iv) malls with strong management teams. We expect
                       CR Land and Joy City to benefit more from the recovery in retail sales, given a high proportion
                       of turnover rents. Both companies could also potentially benefit from the establishment of
                       C-REITs to quicken their asset turnover and expand their national footprint. In the US, the
                       largest REIT in terms of market cap is Simon Property, which focuses on retail malls.

      Luxury hotels    Hotels have been the least favourable assets among commercial properties, due to their low
                       profitability and oversupply concerns. But we are positive on luxury hotels in Tier-1 cities,
                       as (i) the trading up by consumers has already driven up occupancy, and will eventually
                       reverse the downward trend in room rates; (ii) EBITDA will likely see a larger rebound, given
                       a high operating leverage; and (iii) hotel supply has slowed substantially over the past two
                       years. In addition, judging from the experience of hotels in the US which also suffered from
                       oversupply in the early 1990s, we believe there will be a gradual recovery in profitability
                       after the supply of new assets slows down. Coupled with the emergence of modern equity
                       REITs, this has resulted in mounting acquisition activity by REITs and a larger number of
                       hotel rooms being controlled by fewer players. This has also led to a continuous increase
                       in revenue per room (RevPAR), except during the two ’Black Swan’ periods (9/11 and the
                       housing/banking crisis). Hotels in China will likely follow suit.

                       Mature hotels in prime locations in top-tier cities should benefit more. Jinmao Hotel, owning
                       eight luxury hotels in key Tier-1 cities and tourist hotspots, should ride on the recovery of
                       the hotel business. Guangzhou R&F currently owns 18 luxury hotels in key Tier -1 and -2
                       cities and is acquiring 77 hotels from Wanda. We think it could be a potential beneficiary.

                       To sum up, we expect three categories to potentially benefit from the upcoming C-REITs:

                       1. Developers with businesses encouraged by the government – public-private partnership
                          (PPP) projects, long-term rental apartments, and senior housing – as these areas would
                          be the first to see a breakthrough in C-REITs.

                       2. Developers with a high proportion of hotels and investment properties.

                       3. Companies with property funds, such as Vanke, Sino-Ocean, and Joy City. Their
                          property funds are existing structures which might be more easily converted to C-REITs
                          in the future.

                        A recent spate of policies has led us to believe that the
                        establishment of the long-awaited C-REIT is imminent
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China REITs Are Lagging

                              R
                                       EITs were separated from the GICS (Global Industry Classification Standard) financial
                                       sector as a sector on their own, indicating the importance of REIT products globally.
                                       This also raises the question about the time frame for the development of C-REITs,
                                       given that China is now the world’s second-largest economy as well as the second-
                              largest market for commercial real estate transactions (according to JLL), with Shanghai
                              ranked the top city for real estate investment in Asia-Pacific in 2016.

                              So far, China has no real equity REIT or any investment trust commonly acknowledged as
                              one domestically. However, neighbouring countries/regions have experienced tremendous
                              growth in the past decade. Japan introduced its first REIT in 2000 and has since then
                              launched more than 50 REITs, with an aggregate market cap of US$106bn, making up
                              2.1% of its 2016 GDP. REITs’ market cap as a percentage of 2016 GDP averaged 6% in
                              key Asia-Pacific countries. Even if we conservatively assume a 1% figure for China, its REIT
                              market cap could potentially be US$115bn. India kicked off its infrastructure REIT sector in
                              2014, leaving China the last big economy that has yet to have such investment vehicles.
Diagram 1. REIT markets in Asia and the US

Country     The year No. of Mkt cap        Mkt cap     2016
/ region     the first REITs as   of all   of REITs    GDP
            REIT was of Sep       REITs     as %       (US$
            launched    2017    (US$ bn)   of 2016      bn)
                                             GDP
US           1960s      190      998.7      5.38%     18,569

Australia     1971       53       93.7      7.78%      1,205

Malaysia      1980       18       10.2      3.44%      296

Japan         2000       58      105.5      2.14%      4,939

Korea         2001       6        1.6       0.11%      1,411

Singapore     2002       41       60.6     20.40%      297

Hong Kong     2003       13       34.8     10.85%      321

Taiwan        2003       5        2.1       0.39%      531

Thailand      2003       63       12.5      3.08%      407

                                                                               (1) inclusive of Property Funds for Public Offerings (“PFPOs”)
                                                                                    Source: NAREIT, Bloomberg Finance L.P., DBS Bank, CEIC
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        Limited progress      The development of C-REITs can be traced back to 2005, when the first offshore REIT-
                              Yuexiu REIT was launched on the Hong Kong Stock Exchange (HKEx). Yuexiu REIT’s structure
                              was relatively simple, with four British Virgin Islands (BVI) companies holding the four
                              domestic buildings, respectively. The four BVIs were fully owned by a holding company
                              (holdco) which is the REIT platform. However, the government subsequently announced
                              a new regulation on the entry and administration of foreign investments in the real estate
                              market, which banned offshore holding companies from holding domestic properties
                              directly. The government also raised the requirement for the registered capital of foreign-
                              invested onshore real estate companies, making it more difficult for offshore C-REITs. As a
                              result, CR Land and Wanda had to abandon their plans to follow in Yuexiu REIT’s footsteps.

                              CapitaRetail China was the first offshore China REIT under the new regulation. Compared
                              to Yuexiu REIT, CapitaRetail China needs to form one onshore holding company, adding
                              additional operation costs and audit expenses. In terms of taxes, Yuexiu REIT is only
                              subjected to 10% withholding tax (on revenue) for the four projects in its initial portfolio,
                              while CapitaRetail China has to bear 25% corporate income tax.
Diagram 2. Milestones of China’s REITs
Year      Event
2003      Trust financing started becoming an important source of funding for developers
2005      The first offshore REIT, Yuexiu REIT, listed on HKEx
          Banking regulator raised threshold for the issuance of REITs
          Onshore ABS kicked off
2006      Regulation on the entry and administration of foreign investments in the real estate market
          CapitaRetail China Trust listed on SGX
2007      RREEF China Commercial Trust listed on HKEx
2008      PBOC encouraged the initiatives in the financial sector and planned to launch REITs
          Insurance companies were allowed to invest in real estate
2009      PBOC worked out a pilot programme for REITs in Beijing, Shanghai, and Tianjin
2011      The first RMB REIT, Huixian REIT, listed on HKEx
          Perennial China Retail Trust listed on SGX
          Penghua US REIT was listed
2013      NC REIT and Spring REIT listed on HKEx
          Mapletree Greater China listed on SGX
2014      Regulator promoted the pilot programme for REIT products
          Two onshore debt-like REITs, CITIC Qihang and CITIC Suning, kicked off
          Jinmao Investment (renamed Jinmao Hotel) was listed on HKEx
          RMBS kicked off
2015      More onshore debt-like REITs issued
          The first onshore quasi-REIT, Penghua Vanke Qianhai, was listed
          BHG Retail REIT listed on SGX
          A number of developers issued various ABS products
          HPF RMBS kicked off
2016      Insurance companies were allowed to invest in ABS products
          EC World REIT listed on SGX
          CMBS kicked off
2017      Dasin Retail Trust listed on SGX
          Pre-REIT asset-backed note (ABN) on the interbank market
          Golden Eagle issued the first CMBN
          The first long-term rental apartment pre-REIT (with Equity element) issued
                                                                                                             Source: DBS Bank
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                               Edging Towards Onshore REITs
       CITIC Qihang as a       The regulator had also made some progress towards fostering an onshore REIT platform,
               milestone       albeit at a slow pace, until 2014, when it gradually relaxed the approval process for domestic
                               asset-backed securities (ABS) and encouraged the pilot programme for REIT products. The
                               successful issuance of CITIC Qihang in May 2014 was a milestone for onshore C-REITs,
                               although it is not a “real” REIT like the ones in other countries and it is under a private fund
                               structure as constrained by Law on Securities Investment Fund (證券投資基金法). Onshore
                               residential mortgage-backed securities (RMBS) also kicked off in 2014. Subsequently,
                               onshore REITs (or pre-REIT/quasi-REIT, as we call them), RMBS and other ABS enjoyed rapid
                               growth in 2015. In 2016, ABS and RMBS (including housing provident fund RMBS or HPF
                               RMBS) continued their growth, with the emergence of commercial mortgage-backed
                               securities (CMBS) or commercial mortgage-backed notes (CMBN).

Diagram 3. Onshore development of ABS, REITs, CMBS, RMBS, and HPF CMBS
              Overall ABS             Pre-REIT                  CMBS                   RMBS                   HPF RMBS
           Rmb bn        no.     Rmb bn          no.     Rmb bn          no.    Rmb bn           no.    Rmb bn             no.
2011          1           1
2012          22          7
2013          23         14
2014         322         94     10          2                                   7           1
2015         610         317    13          4                                   26          8           10             9
2016         905         509    13          8           21          4           105         15          39             9
11M17       1,559        744    25          13          45          14          171         19          0              0

                                                                                                            Source: CNABS, DBS Bank

                               Categories of Onshore REIT-like Products
                   Pre-REITs   Constrained by regulations, the prototype onshore REITs are not similar to traditional
                               equity REITs and there are vague classifications or various definitions of onshore REITs. We
                               classify these REIT-like products into two categories –Quasi-REIT (類REIT) and Pre-REIT (准
                               REIT). An example of a quasi-REIT is Penghua Vanke Qianhai, which is a publicly-traded
                               fund half invested in Vanke’s rental property in Qianhai (RMB 1.27bn) and the other half
                               (RMB 1.73bn) invested in fixed-income securities. The Vanke Qianhai office is owned by the
                               local government and managed by Vanke. Therefore, Penghua Vanke Qianhai looks like a
                               combination of income rights ABS (收益權ABS) and fixed-income securities.

                               The 27 widely-discussed REIT-like products are classified as pre-REITs, as they are all under
                               a private fund structure and hold certain commercial properties. They are expected to be
                               converted into real REITs in the future following the relaxation of regulations. Such products
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                             are similar to Taiwan’s real estate asset trusts (REATs), which are slightly different from REITs,
                             given the limited number of assets in the portfolio and no capability to acquire new assets.
                             Also, there is no need to actively manage assets in the portfolio. Most pre-REITs are tradable
                             in the Shanghai or Shenzhen stock market, despite being regulated by the China Securities
                             Regulatory Commission and having limited liquidity.

                             These pre-REITs are all debt-like vehicles and barely resemble an equity-REIT familiar
                             to investors, as the government aims to manage the risks of such products at the initial
                             stage and believes a debt structure is more secure than an equity one. Given the debt-like
                             structure, such products also extended into the interbank market. The first asset-backed
                             note (ABN) with property being the underlying asset is Industrial Wanxin Media (興業皖新
                             閱嘉). It is regulated by the People’s Bank of China (PBOC).

Diagram 4. Types of Chinese REITs and other securitisation

Category         Market                Structure                  Examples
Offshore China   Hong Kong             Listed REITs / BTs         Yuexiu REIT, Huixian REIT, New Century REIT, Spring
REITs                                  (business trusts) on       REIT, Jinmao Hotel (BT)
                                       HKEx
                 Singapore             Listed REITs / BT on       Mapletree Greater China, CapitaRetail China Trust,
                                       SGX                        BHG Retail REIT, EC World REIT, Dasin Retail Trust

Onshore China    Shenzhen stock        Quasi-REITs − mutual  Penghua Vanke Qianhai (鵬華前海万科)
REITs            exchange              fund structure with
                                       full rights to the
                                       rental of certain
                                       commercial properties
                 Shanghai /            Pre-REITs − private        CITIC Qihang (中信啟航), CITIC Suning (中信華夏蘇寧雲
                 Shenzhen stock        fund structure             創/雲享), Hengtai HNA SPDB (恒泰浩睿海航浦發), CM
                 exchange              holding certain            Chuangrong Rainbow (招商創融天虹商場), Hengtai
                                       commercial                 Caiyun Hotel (恒泰浩睿彩雲之南), TF AVIC Redstar (
                                       properties, with           天風中航紅星愛琴海), Oriental Injoy Plaza (東證資管
                                       expectation of being       青浦吾悅廣場), EBP Capital Imix Park (首譽光控安石大
                                       transformed into real      融城), CITIC SanPower Nanjing IFC (中信華夏三胞南京
                                       REITs in the future        國際金融中心), CITIC Wanxin Yuejia (中信皖新閱嘉),
                                       after the relaxation of    Changjiang Chuyue Zhongbai (長江楚越中百), Pingan
                                       regulations                Suning Plaza (平安蘇寧廣場 ), TF Everbright Elion (天
                                                                  風光大億利生態廣場), Hengtai Hongze HNA (恒泰弘澤
                                                                  廣州海航雙塔 ), BOC Inv CMS Kaiheng (中銀招商北京
                                                                  凱恒塔樓 ), Kaiyuan HNA (開源北京海航實業大厦), CM
                                                                  Chuangrong Fusheng (招商創融福晟), First Qianhai
                                                                  Fund LerThai (中聯前海開源勒泰一號), GoHigh Red Star
                                                                  (暢星高和紅星), Bohai Huijin Yuefang ID mall (渤海匯金
                                                                  中信資本悅方ID mall), Bohai Huijin CYPA (渤海匯金新派
                                                                  公寓權益型)
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Diagram 4. Types of Chinese REITs and other securitisation cont.

                     Interotc*             Pre-REIT, not publicly      Hengtai Hongze Yindu (恒泰弘澤華遠盈都商業), CITIC
                                           traded                      Goldstone Country Garden (中信金石碧桂園鳳凰飯店)
                     Interbank             Pre-REITs, ABN (asset-      Industrial Wanxin Media (興業皖新閱嘉)
                                           backed note)

 Onshore CMBS/       Shanghai /            Publicly traded             Go High CM Chemsunny (高和招商金茂凱晨), Hengtai
 CMBN                Shenzhen stock        CMBS (commercial            Yintai Centre (北京銀泰中心), Sinolink Sinar Mas Arch (
                     exchange              mortgage-backed             國金金光金虹橋國際中心 ), Shenzhen YT Holiday Plaza
                                           security)                   (深圳益田假日廣場), Huifu JIC SOHO Fuxing Plaza (匯
                                                                       富建投匯宇搜候復興廣場), TF China Central Place SKP
                                                                       (天風華貿SKP), Financial Street (金融街), HTAM Poly
                                                                       Property (華泰資管保利置業), CITIC Poly RE (中信保利地
                                                                       產), Hongbo (紅博會展), CICC SCPG SCP Plaza (中金印力
                                                                       深國投廣場), Pingan Winbond Intime (平銀國君華邦銀
                                                                       泰城), Harvest Capital Zhongjieneng (嘉實資本中節能綠
                                                                       色建築), GoHigh Tebon Forte (高和德邦複地商業物業)
                     Interotc*             CMBS, not publicly          Minsheng FuWah Jinbao (匯富富華金寶大厦)
                                           traded
                     Interbank             CMBN (commercial            Shimao Int'l ABN (世茂國際ABN), Golden Eagle ABN (
                                           mortgage-backed             金鷹ABN), Future Land ABN (新城控股ABN)
                                           note)

 Other               Shanghai /            Various types of            So far, there are 18 HPF RMBS, 43 RMBS listed, and
 securitisation      Shenzhen stock        ABS (asset-backed           a number of developers have issued various ABS
                     exchange              security) on property       products
                                           management fee or
                                           receivables, as well
                                           as RMBS (residential
                                           mortgage-backed
                                           security) and HPF
                                           (housing provident
                                           fund) RMBS

                                                  * The quotation and service system of private products for institutions (機构間私募產品報價與服務系統)
                                                                                                                                  Source: DBS Bank

                          Structure of Onshore Pre-REITs
                          Currently, pre-REITs have quite a complicated structure, in order to save/avoid taxes under
                          the existing tax regime.

                          Firstly, target properties (標的物業) are usually held by project companies, with the aim
                          of reducing land appreciation tax and deed tax during asset transactions. So far, there has
                          been one exception – CM Chuangrong Rainbow (招商創融天虹商場). The target property
                          - 天虹商場 - was directly held by an asset-backed programme (資產支持專項計畫), but has
                          been facing various taxation problems.
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                                    Secondly, a SPV is needed to hold both the equity and debt of project companies. The
                                    equity-plus-debt structure is to reduce income taxes and enhance return/yield, as interest
                                    on debt is tax-deductible. Therefore, most underlying assets (底層資產) of pre-REITs are
                                    equity-plus-entrusted loans of project companies. Two exceptions are CITIC Qihang (中信
                                    啟航) and CITIC Suning Yunxiang/Logistics (中信華夏蘇寧雲享). Both only own equity of
                                    project companies.

                   Private equity   Thirdly, there is the private equity or PE fund (契約型私募基金) holding the abovementioned
                            fund    SPV(s). The purpose is to set up a platform which could be easily transferred into a public REIT
                                    after policy relaxation in the future. In addition, the structure enables potential introduction
                                    of professional real estate investors as PE fund managers for managing operations of the
                                    target properties.

                                    On top of PE funds, there usually is another SPV (trust or asset-backed programme), which
                                    is designed for securitisation.

Diagram 5. Typical structure of onshore pre-REITs

                                                  Required return
              3.8-5.8%                              4.3-7.0%                          no guaranteed return

                                                 Domestic rating
                   AAA                           AAA, AA+, AA                          normally no rating

       Senior tranche A                        Senior tranche B                       Subordinated tranche
    (more ilke bonds/CMBS)                  (more like bonds/CMBS)                      (more like equity)

                                                        SPV
                                              (trust or asset-backed
                                                   programme)
                                                                                  The reasons for the PE fund structure are:
                                                                                  (i) For potential transfer into public REITs
                                               Private equity fund                and (ii) for potential introduction of a
                                                 (契約型私募基金)                        professional real estate investor as PE
                                                                                  fund manager in the future.

                                                                                                The equity + debt structure
                                                        SPV
                                                                                                is to reduce income tax,
                         100% equity                                            Interest        as interest on debt is tax-
                            and debt                                            on debt +       deductible.
                                                                                income on
                                                                                equity
                                                Project companies
                                                                                                Compared to an asset transfer,
                                                                                                a share transfer of a project
                                                                                                company could reduce land
                                                 Target property
Source: DBS Bank                                                                                appreciation tax and deed tax.
                                                    (標的物業)
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                     There are 2-3 tranches of end securities for each pre-REIT, including 1-2 senior tranches
                     and 1 subordinated tranche (some may not have subordinated tranche). Senior tranches
                     resemble bonds or CMBS and require high credit (onshore) ratings as well as fixed returns,
                     while subordinated tranches (usually fully or mostly owned by originator) look like equity
                     and usually no credit rating or guaranteed return is needed.

                     While most pre-REITs are debt-like instruments, some have equity elements built in the
                     subordinated tranches. We are also seeing pre-REITs gradually evolving toward equity-REITs.
                     The first pre-REIT for rental housing, Bohai Huijin CYPA (渤海匯金新派公寓), was issued on
                     3 November 2017. Investors could also invest in its equity tranche and are entitled to 80%
                     of asset appreciation when they exit. The key characters of pre-REITs with equity elements
                     are summarised in the table below. Investors of those subordinated tranches usually enjoy
                     asset appreciation. Poly CN plans to issue the first batch of its rental housing pre-REIT (保利
                     地產租賃住房一號), with an initial size of RMB 1.7bn. Different from other pre-REITs, this
                     product is scalable in the future, with a potential size of up to RMB 5bn.

                     Diagram 6. Some pre-REITs have equity elements

                                                   Pre-REITs with equity           Other pre-REITs
                                                   elements
                     Structure                     Senior + subordinated (or       2-3 senior tranches
                                                   equity) tranche
                     Rating                        High rating for senior          High rating for senior
                                                   tranche, but no rating for      tranches
                                                   subordinated tranche
                     Tenure                        Usually 3-5 years               Usually 18-24 years, with
                                                                                   interest-rate adjustment or
                                                                                   call/put option every 3 years
                     Investors                     Previous asset owner            Senior tranche investors
                                                   usually subscribes to all or    won't enjoy asset
                                                   part of subordinated (or        appreciation
                                                   equity) tranche; investors of
                                                   the subordinated (or equity)
                                                   tranche may enjoy asset
                                                   appreciation
                     Examples                      CITIC Qihang (中信啟航),            Others
                                                   CITIC Suning Yunxiang (
                                                   中信華夏蘇寧雲享), CM
                                                   Chuangrong Rainbow (招商
                                                   創融天虹商場 ), Bohai Huijin
                                                   CYPA (渤海匯金新派公寓)

                                                                                                     Source: DBS Bank
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                   Diagram 7. Typical structure of offshore equity REITs

                          Sponsor                                                              Unitholders

                                                        Cash distributions

                                                           Equity stake

                      REIT manager          Service            REIT             Service          Trustee

                                              Fees                                Fees
                                                                               Loan
                                                                                    /bo
                                                     Ownership
                                                                    NPI        Inter nd
                                                                                    est

                         Property           Service         Real estate                           Debt
                         manager                              assets                            (lenders)
                                              Fees

                                                                                                    Source: DBS Bank

                   Risk/Return Profile of Onshore Pre-REITs
Falling interest   As abovementioned, the government aims to manage the risks of such products at the
           rates   initial stage and believes that a debt structure is more secure than an equity structure. In
                   fact, those pilot debt-like products appear to be riskier, as gross gearing ratios (if treating
                   senior parts as debt and subordinated parts as equity) ranges from 50-70%, compared to
                   a cap of 45% as required by REIT codes in Asian countries. The coupon rate or interest rate
                   of those products has gradually fallen from 7% at early-2014 to 5% lately, compared to an average yield of 6-9% for offshore C-REITs listed
                   in Hong Kong/Singapore. This has made such products less attractive to investors who want
                   to climb up the risk curve to generate higher returns. Also, those pre-REITs are all held by
                   private funds, with fewer than 200 investors in total, pointing to limited liquidity. Moreover,
                   offshore C-REITs are usually issued at a price below NAV, providing a cushion in the case
                   of any decline in asset value; onshore pre-REITs are usually issued on par with valuation,
                   leading to potential risks if assets devalue.

                   Other problems faced by onshore pre-REITs include:

                   1. The domestic system of credit ratings is confusing and remains a black-box to most
                      investors, especially offshore investors. For example, the underlying assets of Hengtai
                      Caiyun Hotel (恒泰浩睿彩雲之南) are two five-star hotels in Beijing and Yunnan, but
                      they generate a negative cashflow. Yet, three tranches of the product were initially rated
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                         AAA/AA+/AA+, respectively, and were upgraded to AAA/AAA/AAA one year later. The
                         upgrade was mainly due to credit enhancement from the originator which is a local SOE
                         in Yunnan. Normally, a high-quality portfolio would have higher credit rating and attract
                         cheaper capital. Offshore REITs usually have higher or equivalent credit ratings than
                         those originators/parentcos, while onshore pre-REITs usually need credit enhancement
                         from originators/parentcos.

                     2. Interest coverage ratios for some products are close to 1x. CM Chuangrong Rainbow (
                        招商創融天虹商場)’s cash flow in 2015 was only 1.03x of annual coupon payments.

                     3. Some products have only a single underlying asset or underlying assets that serve a
                        single end-customer. Half of those pre-REITs have only one underlying asset, which
                        may expose investors to concentration risks. For example, the CITIC Suning series (中
                        信蘇寧系列) has multiple underlying assets, but those assets are serving only one end-
                        customer, which is Suning.

                     4. The valuation methodology of onshore valuers are unknown to investors. Domestic
                        valuers look more aggressive than international valuers. For example, China Jinmao’s
                        Beijng Chemsunny World in Beijing was valued at RMB 12.9bn when issuing CMBS,
                        compared to its book value of RMB 8.3bn. CITIC Qihang (中信啟航) bought back the
                        first pre-REIT in mid-2016. Subordinate (or equity) tranche investors were supposed to
                        enjoy 90% of asset appreciation when exiting, but failed to enjoy such returns, as the
                        manager of the asset-backed plan changed its valuer in 2016 and recorded an asset
                        depreciation in 2016, which is contrary to market reality.

                     5. There is limited information on pre-REITs, as current pre-REITs are based on the private
                        equity platform and information is only disclosed to selected investors.

                     6. Domestic brokers are striving to design a better structure under the current legislative
                        and taxation regime but there is no standardised structure for these pre-REIT products.
                        This makes transacting these products more difficult as it takes time for investors to
                        study the structure case by case.

                     Key Differences Between Onshore Pre-REITs and Offshore REITs
                     In terms of structure, most onshore pre-REITs are under private funds with a multiple-tranche
                     debt structure. As mentioned, only a couple of them have an equity element with the equity
                     tranche enjoying/entitled to asset appreciation or can be converted to shares of a public REIT if
                     the product is listed in the future. Pre-REITs are tradable on the Shanghai and Shenzhen stock
                     markets or interbank market. Offshore C-REITs are all equity REITs listed on stock markets.

                     In terms of credit rating, onshore REITs usually need credit enhancements from their
                     parentcos or originators, while offshore REITs usually have an equal or higher credit rating
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                              than their parentcos or originators.

                              Yet, offshore C-REITs usually face currency-mismatch problems, while onshore pre-REITs
                              bear no foreign exchange risks, which could lead to lower costs of capital.

Diagram 8. Key differences between onshore pre-REITs and offshore REITs

                        Onshore pre-REIT                             Offshore China REIT
Structure
Platform                Private fund                                 Corporates or trusts, publicly traded
Assets transferred to   Yes                                          Yes
platform
Underlying assets       Usually equity + debt of target properties Equity
Target properties       Office, mall, hotel, warehouse, rental       Office, mall, hotel, serviced apartment, warehouse
                        housing
Transparency            Limited public information                   Public announcement
Operation               Passively managed                            Actively managed
Scalability             No capability to acquire new assets          Can acquire new assets as long as gearing is below
                                                                     cap
Tenure                  3-5 years                                    Nil
Exit                    Limited liquidity; normally need to wait     Dispose on the stock market
                        for expiry, public listing, buyback from
                        originators and selldown to third parties,
                        senior tranche could also exit via CMBS
Market                  Stock market and interbank market            Stock market
Risk profile
Rating agencies         Domestic rating agencies                     Foreign rating agencies
Credit enhancement      A pre-REIT usually needs credit              No such need as the REIT usually has an equal or
                        enhancement from originator/parentco         higher rating than that of its originator/parentco
Underlying asset        Some own a single asset or multiple          Multiple assets with multiple tenants
                        assets servicing a single end-customer
Leverage (gross gearing) 50-70%                                      20-40%
Currency risk           No                                           Yes
Return profile
Capital gain            Subordinated tranche may enjoy capital       All shareholders enjoy capital gain
                        gain, but normally owned by previous
                        asset owners or originators
Interest / dividend     Fixed coupon rate                            Depending on cashflow
Yield / coupon          AAA: 4-6%                                    6-9%
                        AA+: 5-7%
                        AA: 6-7%

                                                                                                             Source: DBS Bank
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Major Obstacles in Fostering
an Onshore REIT Regime

                              T
                                       he first obstacle is the lack of a suitable platform to hold assets, as constrained by
                                       regulations.

      Absence of a specific            One obstacle is the specification that a public-traded fund platform is not
                REIT code     allowed to hold underlying assets. According to existing laws/regulations (Law of PRC on
                              Partnerships 合夥企業法, Trust Law 信託法, Law on Securities Investment Fund 證券投資
                              基金法), publicly traded funds are not allowed to hold commercial properties, which is why
                              existing onshore pre-REITs are set up as private funds. This could lead to liquidity concerns
                              as the number of investors under a private fund structure is capped at 200.

  Diagram 9. 33 countries/regions have drafted REIT codes so far

                                                                                                                     Bahrain
                                                                                                    Philippines      India
                                                                                                        Mexico Kenya
                                                                                              Germany
                                                                                                   UK     South Africa
                                                                                               Dubai            Ireland
                                                                                                Israel
                                                                                             Pakistan
                                                                                         Malaysia        Hungary
                                                                                       Hong Kong
                                                                                          Taiwan
                                                                                         Bulgaria
                                                                          Singapore France             Spain
                                                                   Belgium                           Finland
                                                                     Turkey
                                                                                  Russia
                Australia                                           Italy         Korea
         Netherlands                                             Brazil           Japan
US      New Zealand                                            Canada

1960      1965       1970     1975      1980       1985        1990        1995       2000       2005          2010          2015

                                                                                                      Source: NAREIT, DTZ, DBS Bank
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Following in Hong     In our view, this obstacle should be easy for the government to remove. A specific REIT code
Kong’s and India’s    is required to foster an ecosystem for REITs.
         footsteps
                      In 2003, the Hong Kong Housing Authority had planned to fund welfare housing via REITs,
                      and Link REIT listed on HKEx in late-2005. Subsequently, the REIT platform was expanded
                      to include non-government sponsors. In 2014, India also kicked off its first REIT to fund
                      infrastructure projects. This is targeted to open new investment avenues to private capital
                      as well as foreign investors.

                      In our view, China could follow Hong Kong and India in kickstarting the REIT code for the
                      first REIT to fund welfare/infrastructure projects. This could alleviate local governments’
                      burden and their reliance on bonds, and the established REIT code could gradually expand
                      from the public sector to the private sector.

                      Another obstacle is the current tax regime in China, which leads to multiple levels of taxation
                      for C-REITs.

 Multiple levels of   When injecting projects or project companies into the REIT platform, there will be transaction
taxation currently    taxes such as stamp duty tax, deed tax, value-added tax (VAT), appreciation tax (LAT), and
                      income tax, although some taxes might be negotiable with local governments. Yet, project
                      companies with offshore structures are not subject to transaction taxes, and therefore,
                      they could save on tax expenses when setting up an offshore REIT platform; an example is
                      Jinmao Hotel. The holding of assets is also subject to property tax, VAT (previously business/
                      sales tax), and income tax, which will dampen yields.

 Tax “conduit” by     Being a “mutual fund” investing in commercial properties instead of listcos, REITs see most
          nature      of their income go to investors after deducting management fees. Therefore, a REIT can be
                      seen as a tax “conduit” and is exempt from corporate income tax. A pass-through income
                      tax structure when injecting assets into a REIT platform is also needed to attract interest.
                      However, different countries have different tax regimes, and it may not be easy to come up
                      with a clear-cut solution.

                      In the US and major European countries such as Germany, France, and the UK, REITs usually
                      enjoy tax benefits and are exempt from capital gains tax for asset transfers as well as
                      corporate income tax. This is attractive to investors and makes the REITs’ pricing-correction
                      role more effective. Asian countries are generally cautious on REIT taxation. The Singapore
                      government has been quite supportive of REITs, and S-REITs are exempt from any transaction
                      tax as well as income tax on profits to be distributed. As a result, the S-REIT sector has
                      grown at the fastest pace in Asia. By comparison, HK REITs are subjected to stamp duty tax
                      for asset transfers. HK REITs are also subjected to income tax, given the absence of taxation
                      on dividends. Thus, HK REITs are less attractive than S-REITs; the development of HK REITs
                      has been lagging that of S-REITs’.
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  Balancing the central      In China, most taxes related to asset transfers and commercial property operations are
government’s and local       local taxes. Therefore, the central government has an incentive to remove these taxes to
governments’ interests       develop the REIT sector, but there could be resistance from local governments. The situation
                             is becoming even more complicated after the VAT reform (from business tax to VAT), as tax
                             revenue collection continues to be in the hands of the central government, which further
                             weakens local governments’ taxation capability. As a result, local governments have started
                             to strengthen the levy of remaining local taxes lately. The central government has unified its
                             property tax from either 0.84% of the cost of buildings or 12% of rental income previously
                             to 12% of rental income, which has had a large impact on old buildings in premium
                             locations as they carry relatively low costs but high rent.

Diagram 10. Taxes related to commercial property transactions/operations in China

Tax                                  Central or local tax                         Tax base                       Tax rate
                                          (國稅 or 地稅)
Taxes related to asset transfers
Stamp duty                                            Local             Transaction price                          0.05%
Deed tax                                              Local             Transaction price                              3%
Value-added tax                                    Central        Depends on price and                                11%
                                                                                   cost
Land appreciation tax                                 Local       Depends on price and                           30-60%
                                                                                   cost
Income tax                      Mainly local tax; central                Profit before tax                            25%
                                     SOEs’ and financial
                              institutions' income tax is
                                              central tax

Taxes related to commercial property operations
Property tax                                          Local         Original cost / rental                 0.84% / 12%
                                                                                  income
Value-added tax                                    Central         Revenue - deductible           Hotel/industrial: 6%
                                                                                 items
                                                                                                     Office/retail: 11%
Income tax                      Mainly local tax; central                Profit before tax                            25%
                                     SOEs’ and financial
                              institutions' income tax is
                                              central tax
                                                                                                              Source: DBS Bank
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 Tax waivers necessary    Based on our study, the land appreciation tax (LAT) for project transfers or income tax
                          for transfers of project companies are major considerations for landlords that want to
                          inject their properties into a REIT structure. Local governments may need to change their
                          mind-set as removing one-time transaction taxes could help digest idle assets in cities and
                          enhance taxes from operations of those idle assets. Again, welfare/infrastructure projects
                          could be a good start to enjoy tax benefits while alleviating local fiscal burdens.

A pass-through income     A pass-through income tax structure may not be easy to implement in the short term,
         tax structure?   given the absence of capital gains tax and dividend tax (nil for onshore incorporated
                          companies, 10% withholding tax for offshore companies; for individual investors:
                          20%/10%/nil if holding shares  12 months). But, we think
                          there could be some tax benefits in some pilot cities like Beijing, Shanghai, and Tianjin. For
                          example, CITIC Qihang (中信啟航) has two SPVs in Tianjin holding two buildings in Beijing
                          and Shenzhen, respectively. Property tax and VAT will be taxed in Beijing and Shenzhen,
                          respectively, while income tax will be at 18% in Tianjin (versus the normal level of 25%).
                          Also, welfare/infrastructure projects could be packaged as pilot programmes to enjoy tax
                          benefits. The central government has just drafted regulations on housing lease and sales
                          management (住房租賃和銷售管理條例), proposing to extend tax incentives to housing
                          lease operators. This could be easily extended into welfare/infrastructure projects.

                          Having said that, taxation, in our view, is more a factor determining the market size of
                          C-REITs, rather than an obstacle preventing the establishment of C-REITs, as offshore
                          C-REITs also need to pay various taxes in China. So far, only Yuexiu REIT’s initial batch of
                          four assets in Guangzhou and Spring REIT’s office in Beijing are directly owned by offshore
                          SPVs/funds before the new regulation in 2006, and subject to 10% withholding tax on
                          revenue; the rest of the assets under offshore C-REITs are subject to 25% income tax. All
                          China assets owned by offshore C-REITs are subject to property tax and VAT.

    Current tax-saving    As discussed previously, there are several techniques used by pre-REITs to avoid some
             measures     taxes.

                          For asset transfers, transactions of project companies instead of a direct asset transfer are
                          generally implemented to avoid LAT and deed tax. Domestic securities companies are also
                          working on the design of the pre-REITs’ structure to further reduce taxes incurred during
                          asset transfers.

                          To reduce income taxes for target properties’ operation, a SPV is structured to hold both
                          equity and debt of project companies. Most underlying assets of pre-REITs are equity plus
                          entrusted loans of project companies.
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Diagram 11. Simplified structure of Yuexiu REIT                     Diagram 12. Simplified structure of Spring REIT

                        Yuexiu REIT                                                       Spring REIT

     GZI REIT 2005                                                         RCA01                            RUK01
       Co. Ltd.

     Four offshore                           Offshore
       SPV/BVIs                              SPV/BVIs                                                    UK properties

                         Offshore                                                          Offshore

                         Onshore                                                            Onshore
                                        Onshore project
                                          companies

       Four initial                         Four assets                  Initial assets
         assets                              acquired                      in Beijing

Diagram 13. Typical structure for offshore C-REITs

                      Offshore China
                           REITs

                       Offshore SPVs

                         Offshore

                         Onshore

                      Onshore project
                        companies

                          RE assets
                          in China

                                       Sources: Company, DBS Bank
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                          CMBS/CMBNs Are Growing Faster
Bigger potential in the   CMBS is a type of mortgage-backed security with commercial properties being the
            near term     underlying asset. Compared to pre-REITs, the big difference is there is no asset transfer
                          – avoiding the two key obstacles faced by onshore REITs. Compared to traditional bank
                          loans, CMBS enjoy lower funding costs and better liquidity. Compared to other property-
                          related ABS (such as property management ABS or receivables ABS), the underlying assets
                          of CMBS are commercial properties that generate rental income from institutions, which
                          are more stable and predictable than other underlying assets.

                          The first public-traded CMBS – Go High CM Chemsunny (高和招商金茂凱晨) kicked off
                          in August 2016, although some say that Hengtai Yintai Centre (北京銀泰中心) was the
                          first one. The missing element of Hengtai Yintai Centre is an individual servicer to manage
                          assets and isolate risks, while Go High CM Chemsunny has a joint venture between Go
                          High Fund and China Jinmao as an individual servicer. Originators – China Jinmao and
                          China Yintai – have subscribed for all the subordinated tranche of both CMBS. This is
                          slightly different from CMBS in US, where the subordinated tranche is usually purchased
                          by servicers.

                          Diagram 14. Key differences between CMBS and other property-related ABS
                                                CMBS                      Other property-related ABS
                           Underlying asset     Commercial property       Various debt, residential mortgages,
                                                                          property management fees, and
                                                                          receivables
                           Cash source          Rental income             Debtors' repayment

                           Underlying credit    Tenants' credit (mainly   Debtors' credit (mainly individuals)
                                                institutions)

                                                                                                        Source: DBS Bank

                          So far, we have seen 18 CMBS issued, worth about RMB 66bn, compared to 27 existing
                          pre-REITs worth RMB 61bn. The average size of CMBS is larger than those of pre-REITs.
                          The reason for this is CMBS could be seen as a substitute for investment loans (經營
                          貸) on those commercial properties and needs more scale to enjoy greater cost savings.
                          The US had witnessed tremendous growth during 1995-2007. After the Global Financial
                          Crisis, the annual issuance of CMBS has recovered to the level of US$80-100bn. Given
                          the simplicity of the structure, CMBS may have better growth prospects than onshore pre-
                          REITs in the near term. However, the pace of development may be controlled by regulators.
                          As we learnt, a number of potential CMBS are in the pipeline, awaiting approval from the
                          stock exchange. Shimao and Golden Eagle recently issued CMBN products on the inter-
                          bank market.
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                            Diagram 15. Issuance of CMBS in the US

                                                                                  Source: Commercial Mortgage Alert, JLL, DBS Bank

                            C-REITs Are Imminent
  Residential properties’   Currently, Chinese residents prefer to put their money directly into property assets, given
       attractiveness as    the lack of REIT products and limited investments channels. Housing prices used to jump
            investments     every three years (policy cycle). In addition, direct ownership usually enables substantial
                            leverage (20-30% down payment when policy loosens). Leverage is a powerful tool, which
                            could amplify the return on investment on residential properties. Local governments have
                            implemented a series of policies (including purchase/sell/mortgage limitations) with the
                            intention of managing residents’ expectations on housing prices. In addition, this should
                            greatly weaken the liquidity of residential properties. Normally, price expectations should
                            be negatively affected by tightening leverage and liquidity.

                            The government has attached more importance to long-lease rental apartments, proposing
                            to give more incentives (including land supply and tax incentives) to this area. However,
                            during the 19th CPC National Congress, the government reiterated that housing is for
                            accommodation, not for speculation. Therefore, we expect housing prices to be more
                            stable than before.

Commercial properties’      The regulators have been speeding up the drafting of the REIT code lately. In addition,
function as investments     the central government has been iterating the pilot programme for REIT products. The
                            first pre-REIT for long-lease rental apartments was issued on 3 November 2017, and some
                            industry experts are expecting the breakthrough in onshore REITs to come from this segment.
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                          Moreover, the issuance of onshore pre-REITs has also accelerated lately. As such, we think
                          C-REITs are imminent, although the initial structure might not resemble that of international
                          REITs’, as the industry is constrained by existing legislation and taxation. As abovementioned,
                          upcoming C-REITs could be public funds with investment targets of onshore pre-REITs. Yet,
                          they should greatly improve the liquidity of commercial properties and unlock value.

Commercial property to    Rising risks in the residential sector after the rapid increase in land prices and the Chinese
 outperform residential   government’s latest cooling measures have led investors to switch their focus from residential
              property    to commercial properties, on expectations that this class will offer stable yields with potential
                          for asset appreciation. In fact, several developers are building their commercial property
                          portfolio in top-tier cities. Based on our observations, the capital value of commercial
                          properties in Japan and Hong Kong have outperformed residential housing prices after the
                          introduction of local REITs.

                          Diagram 16. Initial onshore REITs structure

                                                                  Mutual fund
                                                                   (公募基金 )

                                                 Pre-REITs                               Pre-REITs

                                              Target property                         Target property
                                                (標的物業 )                                 (標的物業 )
                                                                                                             Source: DBS Bank

                          Diagram 17. Commercial land prices have outperformed residential land prices in
                          Japan since 2000

                                                                                                        Source: CEIC, DBS Bank
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                     Diagram 18. Office/retail prices have outperformed residential prices in Hong Kong,
                     especially after 2005

                                                                                                   Source: DBS Bank

                     In our view, the required yield of C-REITs will likely fall in the 5.5-6.0% range, compared
                     to the current China 10Y government bond yield of 3.9%, the latest weighted-average
                     rate of 4.5% for wealth management products (WMP), office/retail assets’ investment
                     yield of 5.6-6.3% in Beijing/Shanghai, and current offshore C-REITs’ yield of between
                     6% and 9%. The yield spread (above China 10Y government bond yield) is likely to be
                     2%, compared to c.3% for HK REITs and S-REITs, which could be justified by higher asset
                     appreciation potential in China.

                     Diagram 19. Differences in returns of banks’ wealth management products and pre-
                     REITs

                                                                                              Source: CEIC, DBS Bank
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Diagram 20. Differences in returns of banks’ wealth management products and pre-
REITs

                                                                     Source: CEIC, DBS Bank

We compared the weighted average rate of return of banks’ WMPs and the AAA tranche
of existing pre-REITs and found the average difference is 0.86 percentage point. We
also compared the weighted average rate of return of WMPs and the weighted average
coupon rate of existing pre-REITs and found the average difference is 1.47 percentage
points.
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Which Asset Type Will Benefit
More?

                            T
              Asset types            here are six Hong Kong-listed REITs holding 31 properties in mainland China,
                                     including 17 hotels, five offices, five retail/wholesale malls, and four commercial
                                     complexes. Eleven S-REITs hold 49 properties in China, including 19 retail malls, 16
                                     logistics properties, 11 hotel/serviced apartments, and one commercial complex.
                            27 onshore pre-REITs hold a total of 77 properties, including 45 retail malls/chain stores,
                            10 offices, six logistics properties, and 16 hotels. So far, 18 CMBS/CMBN have been issued
                            based on 25 investment properties (IPs), including eight commercial complexes, 10 offices,
                            and seven retail malls. 18 of these IPs are in Tier-1 cities and seven in Tier-2 cities. In addition,
                            CMBS’ IPs are larger than those of pre-REITs’.

Diagram 21. Asset types owned by onshore pre-REITs            Diagram 22. Locations of assets owned by onshore pre-
and offshore REITs                                            REITs and offshore REITs

                                                                                                        Sources: Company, DBS Bank
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Diagram 23. IPs owned by Hong Kong-listed REITs
Company             Stock code    Property                                 Type           Location
Yuexiu REIT         405 HK        White Horse Building                     Wholesale      Guangzhou
                                  Victory Plaza                            Retail         Guangzhou
                                  City Development Plaza                   Office         Guangzhou
                                  Fortune Plaza                            Office         Guangzhou
                                  Neo Metropolis                           Retail         Guangzhou
                                  Guangzhou IFC                            Complex        Guangzhou
                                  Yuexiu Tower                             Office         Shanghai
                                  Wuhan Yuexiu Fortune Centre              Complex        Wuhan
Huixian REIT        87001 HK      Beijing Oriental Plaza                   Complex        Beijing
                                  Chongqing Metropolitan Oriental Plaza    Retail         Chongqing
                                  Sofitel Shenyang Lido                    Hotel          Shenyang
                                  Harbour Plaza Chongqing                  Hotel          Chongqing
                                  Sheraton Chengdu Lido Hotel              Hotel          Chengdu
New Century REIT    1275 HK       New Century Grand Hotel Hangzhou         Hotel          Hangzhou
                                  New Century Grand Hotel Songjiang        Hotel          Shanghai
                                  Shanghai
                                  New Century Hotel Xiaoshan Zhejiang      Hotel          Hangzhou
                                  New Century Resort Qiandao Lake Hangzhou Hotel          Hangzhou
                                  New Century Grand Hotel Ningbo           Hotel          Ningbo
                                  New Century Grand Hotel Changchun        Hotel          Changchun
                                  New Century Grand Hotel Kaifeng          Hotel          Kaifeng
Spring REIT         1426 HK       China Central Place T1&2                 Office         Beijing
Jinmao Hotel        6139 HK       Jinmao Tower                             Complex        Shanghai
                                  The Westin Beijing Chaoyang              Hotel          Beijing
                                  JW Marriott Hotel Shenzhen               Hotel          Shenzhen
                                  The Ritz-Carlton, Sanya                  Hotel          Sanya
                                  Hilton Sanya Resort and Spa              Hotel          Sanya
                                  Hyatt Regency Chongming                  Hotel          Chongming
                                  Renaissance Beijing Wangfujing Hotel     Hotel          Beijing
                                  Grand Hyatt Lijiang                      Hotel          Lijiang
Link REIT           823 HK        Ecmall                                   Retail         Beijing
                                  Corporate Avenue 1&2                     Office         Shanghai
                                                                                    Sources: Company, DBS Bank
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Diagram 24. IPs owned by S-REITs
Company              Stock code    Property                                       Type         Location
CapitaRetail         CRCT SP       CapitaMall Xizhimen                            Retail       Beijing
China
                                   CapitaMall Wangjing                            Retail       Beijing
                                   CapitaMall Grand Canyon                        Retail       Beijing
                                   CapitaMall Qibao                               Retail       Shanghai
                                   CapitaMall Saihan                              Retail       Hohhot
                                   CapitaMall Minzhongleyuan                      Retail       Wuhan
                                   CapitaMall Wuhu                                Retail       Wuhu
                                   CapitaMall Anzhen                              Retail       Chengdu
                                   CapitaMall Erqi                                Retail       Zhengzhou
                                   CapitaMall Shuangjing                          Retail       Beijing
Mapletree            MAGIC SP      Gateway Plaza                                  Office       Beijing
Greater China
                                   Sandhill Plaza                                 Office       Shanghai
BHG Retail REIT      BHGREIT SP    Beijing Wanliu Mall                            Retail       Beijing
                                   Chengdu Konggang Mall                          Retail       Chengdu
                                   Dalian Jinsanjiao Property                     Retail       Dalian
                                   Hefei Mengchenglu Mall                         Retail       Hefei
                                   Xining Huayuan Mall                            Retail       Xining
EC World REIT        ECWREIT SP    Chongxian Port Investment                      Industrial   Hangzhou
                                   Chongxian Port Logistics                       Industrial   Hangzhou
                                   Fu Zhuo Industrial                             Industrial   Hangzhou
                                   The Stage 1 Properties of Bei Gang Logistics   Industrial   Hangzhou
                                   Fu Heng Warehouse                              Industrial   Hangzhou
                                   Hengde Logistics                               Industrial   Hangzhou
Dasin Retail Trust   DASIN SP      Xiaolan Metro Mall                             Retail       Foshan
                                   Ocean Metro Mall                               Retail       Foshan
                                   Dasin E-colour                                 Retail       Foshan
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Company             Stock code   Property                                  Type           Location
Mapletree           MLT SP       ISH Waigaoqiao                            Industrial     Shanghai
Logistics Trust
                                 Mapletree AIP                             Industrial     Guangzhou
                                 Wuxi Logistics Park                       Industrial     Wuxi
                                 Xi'an Distribution Centre                 Industrial     Xi'an
                                 Yangshan Bonded Logistics Park            Industrial     Shanghai
                                 Zhengzhou International Logistics Park    Industrial     Zhengzhou
                                 Northwest Logistics Park phase 1          Industrial     Shanghai
                                 Northwest Logistics Park phase 2          Industrial     Shanghai
                                 Ouluo Logistics Centre                    Industrial     Shanghai
Ascott Residence    ART SP       Ascott Guangzhou                          Apartment Guangzhou
Trust
                                 Citadines Biyun Shanghai                  Apartment Shanghai
                                 Citadines Gaoxin Xi'an                    Apartment Xi'an
                                 Citadines Xinghai Suzhou                  Apartment Suzhou
                                 Citadines Zhuankou Wuhan                  Apartment Wuhan
                                 Somerset Grand Central Dalian             Apartment Dalian
                                 Somerset Heping Shenyang                  Apartment Shenyang
                                 Somerset Xuhui Shanghai                   Apartment Shanghai
                                 Somerset Olympic Tower Property Tianjin   Apartment Tianjin
Ascendas            ASCHT SP     Novotel Beijing Sanyuan                   Hotel          Beijing
Hospitality Trust
                                 Ibis Beijing Sanyuan                      Hotel          Beijing
Cache Logistics     CACHE SP     Jinshan Chemical Warehouse                Industrial     Shanghai
Trust
OUE Commercial      OUECT SP     Lippo Plaza                               Complex        Shanghai
REIT

                                                                                   Sources: Company, DBS Bank
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