中国企业赴新加坡REITs上市系列之（一）——BHG Retail REIT

2020年是我国公募REITs元年，我国基础设施公募REITs已正式起步。然而，此次公募REITs试点项目的推行，主要针对的是基础设施领域的项目，国家发改委发布的《关于做好基础设施领域不动产投资信托基金（REITs）试点项目申报工作的通知》中明确指出酒店、商场、写字楼、公寓、住宅等房地产项目不属于试点范围。2021年3月30日，央行、银保监会、证监会、外汇局发布的《关于金融支持海南全面深化改革开放的意见》已进一步支持海南在住房租赁领域发展房地产投资信托基金(REITs) ，但总体而言，针对商业房地产项目发行公募REITs的政策仍未全面开放。因此，对于境内的存量房地产项目而言，通过境内公募REITs实现重资产退出仍有待时日。此外，类REITs的税负又显得过重，因此，很多企业仍会选择赴新加坡发行REITs上市。根据笔者了解，境内一家房地产企业将于今年5、6月份登陆新交所REITs上市。

本系列文章主要依据新加坡交易所（Singapore Exchange Limited，SGX）公示的境内企业新加坡REITs上市的招股说明书（Prospectus）的内容，进一步总结介绍截至目前为止已在新交所上市的中资REITs项目情况。本文附件摘录了BHG Retail REIT招股说明书及2019年都报告中的部分内容，供读者进一步了解BHG Retail REIT项目相关情况。

2015年12月11日，北京华联商业信托（BHG Retail REIT，或称“华联REITS”）于新加坡交易所主板REITs上市，是中国大陆第一家在新加坡上市的房地产投资信托。本文主要从BHG Retail REIT项目的基本情况、包括交易结构在内的核心法律问题及2019年财务情况等部分内容进行介绍。

一、项目基本情况

1、物业（Properties）情况

由五个零售地产物业组成，分别为位于北京的北京华联万柳购物中心（华联REIT占北京物业60%的权益）、位于成都的北京华联成都空港购物中心、位于合肥的北京华联合肥蒙城路购物中心、位于西宁的北京华联西宁花园店和位于大连的北京华联大连金三角店，物业整体总面积263,688平米，可出租面积155,977平米，出租率92.7%。

2、基金管理人（Manager）：BHG Retail Trust Management Pte. Ltd.

收费标准：REITs可分配收益的10%（基础费用）以及两个财政年度REITs单位派息差的25%（业绩费）。

3、基金托管人（Trustee）：DBS Trustee Limited

收费标准：每年不超过REITs资产的0.1%，每月最低10000新元。

4、物业管理人（Property Manager）：新加坡商业公司的全资子公司 BHG Mall (Singapore) Property Management Pte. Ltd以及北京华联商厦股份有限公司的全资子公司成都华联弘顺物业管理有限公司（鉴于北京华联持有北京物业60%的股权，故另行安排成都华联弘顺物业管理有限公司，对北京物业提供物业管理服务）。

收费标准：每年物业收入总额的2.0%、每年物业净收入的2.5%及针对新租客收取的两个月的固定租赁佣金。

5、发行费用

华联REIT的发行费用主要包括承销费、管理费、中介机构费用（包括律师费、财务顾问费、审计费、评估费等）以及其他与发行相关的费用，合计约1300万新币（以发行费用0.8元新币为基准）。

二、核心法律问题

（一）交易结构之重组方案

本项目中，华联REIT重组方案主要如下：

步骤一：新设五家新加坡公司（Singapore Holding Companies）；

步骤二：新加坡公司分别收购境内的五家项目公司（PRC Holding Companies）的股权，五家项目公司分别持有五家零售地产物业（北京华联万柳购物中心、北京华联成都空港购物中心、北京华联合肥蒙城路购物中心、北京华联西宁花园店和北京华联大连金三角店），其中北京华联万柳购物中心的项目公司系由北京华联和北京万柳共同持股（北京华联持有60%的股权）；

步骤三：成立新加坡华联公司（BHG Singapore），并由其设立本项目的基金管理人和物业管理人。

（二）境内物业合法合规情况

鉴于本项目中的基础资产均为境内的物业，故对于境内物业资产的合法合规情况均需满足国内法律法规的要求。

1、 境内五家物业资产的权属清楚、明晰；

2、 物业资产需要依据国内法律法规的规定，合法取得（1）建设用地规划许可证；（2）建设工程规划许可证；（3）建筑工程施工许可证；（4）国有土地使用证/不动产权证。

3、 物业资产同时需要根据国内法律法规的规定，履行竣工验收、消防验收、环评等手续。

（三）税收

1、REITs层面

根据新加坡的税收政策，REITs层面只要满足分红比例超过90%（即每年营业收入不少于90%的部分，按照季度、半年或者年的频率以分红的形式分给投资者），则来自于房地产及房地产相关资产的现金收入部分无需缴纳所得税。

2、投资者层面

根据新加坡的税收政策，投资者是企业的，在新加坡需要缴纳17%的所得税；投资者为个人的；免征个人所得税。

三、BHG Retail REIT近期表现

（一）2019年度财务情况

（数据来源：BHG Retail REIT 2019年度报告）

（二）BHG Retail REIT近期表现

（截至2021年4月14日的数据，来源：https://cn.investing.com/equities/bhg-retail-reit）

附件：

Part one：Basic Information of BHG Retail REIT

On 11 December, 2015, BHG Retail REIT, belonging to Beijing Hualian Group Investment Holding Co., Ltd. (“Beijing Hualian Group”)，listed on the Main board of Singapore Exchange Limited，which became the first pure-play china retail REIT sponsored by a China-based Group.

BHG Retail REIT is a Singapore real estate investment trust (“REIT”) established with the investment strategy of investing principally, directly or indirectly, in a diversified portfolio of income-producing real estate which is used primarily1 for retail purposes (whether either wholly or partially), as well as real estate-related assets in relation to the foregoing, with an initial focus on China.

1、 Properties

The initial portfolio of BHG Retail REIT will comprise five retail properties strategically located in Tier 1, Tier 2 and other cities of significant economic potential in China:

(1) a 60.0% interest in Beijing Wanliu Mall (北京華聯萬柳購物中心) (“Beijing Mall”).Beijing Mall comprises seven storeys and is in close proximity to Zhongguancun and surrounded by high-end residential developments and educational institutions including several universities;

(2) Hefei Mengchenglu Mall (北京華聯合肥蒙城路購物中心) (“Hefei Mall”). Hefei Mall comprises several mature residential communities, a number of government organisations and high quality office projects;

(3) Chengdu Konggang Mall (北京華聯成都空港購物中心) (“Chengdu Mall”). Chengdu Mall comprises seven storeys and is located in an emerging residential area which comprises high density residential communities and targets upper middle class shoppers including young families with children;

(4) the 15,345.08 sq m of space known as Dalian Jinsanjiao Property (北京華聯大連金三角店) (“Dalian Property”). The Dalian Property is master leased to Beijing Hualian Hypermarket Co., Ltd. (“BHG Hypermarket”) which is listed on the Shanghai Stock Exchange (see “The Sponsor – Beijing Hualian Group” for further details); and

(5) Xining Huayuan Mall (北京華聯西寧花園店) (“Xining Mall”). Xining Mall comprises four storeys and is under a master lease with BHG Hypermarket as the master lessee.

2、Manager

BHG Retail Trust Management Pte. Ltd. is the manager of BHG Retail REIT. The Manager was incorporated in Singapore under the Companies Act, Chapter 50 of Singapore on 12 February 2015.

Management Fee：

i. Base Fee:10.0% per annum of the Distributable Income.

ii. Performance Fee: 25.0% of the difference in DPU in a financial year with the DPU in the preceding full financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year.

2、 Trustee

The trustee of BHG Retail REIT is DBS Trustee Limited. The Trustee is a company incorporated in Singapore and registered as a trust company under the Trust Companies Act, Chapter 336 of Singapore.

Trustee’s fee：The Trustee’s fee shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$10,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The actual fee payable shall be agreed in writing between the Manager and the Trustee. The Trustee’s fee shall accrue daily and paid monthly in arrears in accordance with the Trust Deed.

4、Property Manager Group

The Property Manager is BHG Mall (Singapore) Property Management Pte. Ltd. The Property Manager is a wholly owned subsidiary of the Sponsor established in Singapore on 20 September 2015 under the Companies Act.

Chengdu Hualian Hongshun Property Management Co., Ltd. (成都華聯弘順物業管理有限公司), a subsidiary of the Sponsor, is the PRC property manager (the “PRC Property Manager”). The PRC Property Manager which provides property management services in China and, together with the Property Manager, are referred to collectively as the “Property Manager Group”.

Property management fee：

i. 2.0% per annum of Gross Revenue for the relevant property;

ii. 2.5% per annum of the Net Property Income for the relevant property (calculated before accounting for the property management fee in that financial period); and

iii. 2 months of Fixed Rent as leasing commission for securing of new tenants for a tenancy of at least three years, commencing for new tenancies entered into from 1 January 2018.

5、Issue Expense

The estimated amount of the expenses in relation to the Offering, the issuance of the Sponsor Units, the Strategic Investor Units, and Cornerstone Units of S$13.1 million (based on the Offering Price of S$0.80) includes the Underwriting, Selling and Management Commission, professional and other fees and all other incidental expenses in relation to the Offering, the issuance of the Sponsor Units, the Strategic Investor Units and Cornerstone Units, which will be borne by BHG Retail REIT. A breakdown of these estimated expenses is as follows（1）：

Part two：Structure of BHG Retail REIT

The following diagram illustrates the relationship between BHG Retail REIT, the Manager, the Trustee, the Property Manager Group and the Unitholders as at the Listing Date:

Notes:

(1) There are five Singapore Holding Companies, one holding a 60.0% interest in the PRC Holding Company which is a joint venture company and the remaining four each holding 100.0% equity interest in the relevant PRC Holding Companies.

(2) There are five PRC Holding Companies, each holding one Property.

Part three：Core legal issues

1、Reorganization

（1）Overview

The Properties in the IPO Portfolio were initially indirectly owned by the Sponsor through the PRC Holding Companies. A series of steps were undertaken in compliance with the relevant PRC laws and regulations (the “Reorganization”). The Vendor, Zhang Gaobo, who is unrelated to the BHG Group’s companies, incorporated five Singapore Holding Companies and acquired from the Sponsor its equity interests in the PRC Holding Companies holding the Properties (the“Acquisition”). The other steps involved in the Reorganization included the incorporation of BHG Singapore, a wholly owned subsidiary of the Sponsor, which further incorporated (i) BHG Retail Trust Management Pte. Ltd. to act as the manager of BHG Retail REIT, and (ii) BHG Mall (Singapore) Property Management Pte. Ltd., which has been appointed as the property manager of the properties held by BHG Retail REIT. Both the Manager and the Property Manager are wholly owned subsidiaries of BHG Singapore.

（2）Details of the Reorganization

The Vendor established the five holding companies in Singapore, being Petra 1, Petra 2, Petra 3, Petra 4 and Petra 6. The Vendor legally and beneficially owns 100.0% of the issued share capital of each of the Singapore Holding Companies.

BHG Singapore established and wholly owns the Manager and the Property Manager.

The following diagram illustrates the foregoing steps of the Reorganization:

The following diagram sets out the holding structure of BHG Retail REIT pursuant to the Offering:

Notes:

(1) BHG Retail REIT holds 100.0% of the issued share capital of the five Singapore Holding Companies.

(2) There are five PRC Holding Companies, each holding one Property. Save for the joint venture company holding Beijing Mall in which BHG Retail REIT only had 60.0% equity interest, BHG Retail REIT will have a 100.0% equity interest in each of the remaining PRC Holding Companies.

(3) The five Singapore Holding Companies indirectly own BHG Retail REIT’s interest in the IPO Portfolio which comprises the five Properties.

2、Risk factors relating to China

i. BHG Retail REIT may be exposed to risks associated with exchange rate fluctuations and changes in foreign exchange regulations.

ii. The PRC government has implemented property control measures in relation to the PRC property market.

iii. BHG Retail REIT is subject to extensive PRC regulatory control on foreign investment in the real estate sector.

iv. The Singapore Holding Companies may not be able to benefit from the reduced dividend withholding tax (“WHT”) rate provided under the Singapore-China avoidance of double taxation agreement.

v. The Singapore Holding Companies and BHG Retail REIT may be classified as China tax resident enterprise (“TRE”) for the purposes of PRC CIT, which could result in unfavorable PRC tax consequences for BHG Retail REIT and the Unitholders.

vi. Delay by the PRC tax authorities in assessing taxes could affect the amount of distributions.

vii. There is uncertainty in relation to MOFCOM approval when a disposal is made to BHG Retail REIT in accordance with the Voluntary Sponsor ROFR or the Beijing Hualian Group ROFR.

viii. Interpretation and application of the PRC laws and regulations involves uncertainty.

ix. The building standards applicable and materials employed in China may not be as stringent as those in other jurisdictions.

x. China’s political policies and foreign relations could affect the Properties.

xi. China’s economic reforms could affect BHG Retail REIT’s business.

3、Taxation

（1）Taxation of BHG Retail REIT

Except as detailed in the paragraphs below, BHG Retail REIT is liable to Singapore income tax on the following income:

(a) income accruing in or derived from Singapore; and

(b) income derived from outside Singapore (i.e. foreign-sourced income) which is received in Singapore or deemed to have been received in Singapore by the operation of law.

The above income will be referred to as “Taxable Income”.

Taxable Income is subject to tax at the trustee level. The tax is assessed on the Trustee at the prevailing corporate tax rate, currently 17.0%.

（2）Taxation of Unitholders

Distributions by BHG Retail REIT

Subject to BHG Retail REIT’s distribution policy (see “Distributions”), BHG Retail REIT’s distributions may be made out of the following receipts:

(a) tax-exempt dividends received from the Singapore Holding Companies (“Tax-Exempt Income”); and

(b) capital receipts from the repayment of shareholder’s loans by the Singapore Holding Companies (“Capital Receipts”).

Distributions out of Tax-Exempt Income

Unitholders will not be liable to Singapore income tax on distributions made out of Tax-Exempt Income.

Distributions out of Capital Receipts

Unitholders will not be liable to Singapore income tax on distributions made out of Capital Receipts. Such distributions will be treated as returns of capital for Singapore income tax purposes.

For Unitholders who hold the Units as revenue assets and are liable to Singapore income tax on gains arising from the disposal of their Units, they should reduce their cost of Units by the amount of return of capital received for the purpose of calculating the amount of taxable gains when the Units are subsequently disposed of. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income of the Unitholders.

Distributions out of Taxable Income

Unitholders will not be liable to Singapore income tax on distributions made out of Taxable Income. Unitholders are not entitled to tax credits for any taxes paid/payable by the Trustee on such Taxable Income.

Distributions out of gain on disposal of shares in Singapore Holding Companies

Unitholders will not be liable to Singapore income tax on distributions made out of BHG Retail REIT’s gain on disposal of shares in the Singapore Holding Companies which is capital in nature.

If the gain on disposal of shares in the Singapore Holding Companies is assessed to tax on the Trustee (i.e. if it is considered income derived from a trade or business or if the shares in the Singapore Holding Companies were acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes), Unitholders will not be liable to Singapore income tax on distributions made out of such gain as the gain would have been taxed on the Trustee. Unitholders are not entitled to tax credits for any taxes paid/payable by the Trustee on such gain.

Part four：Financial information of 2019

1、Gross revenue

Gross revenue was RMB58.9 million (17.3%) and S$9.4 million (13.5%) higher year-onyear respectively. The increase in gross revenue was due to new contribution from Hefei Changjiangxilu, which was added into the portfolio commencing 2 April 2019, as well as stronger organic growth from the preacquisition portfolio. All properties displayed robust occupancy rates as well as healthy rental reversion for new and renewed leases.

2、Net property income

Net property income in RMB and SGD was RMB31.9 million (14.3%) and S$4.8 million (10.6%) higher yearon-year respectively. The higher net property income was due mainly to the new contribution from the enlarged portfolio, as well as an increase in rental revenue, and partially offset by the higher property operating expenses.

3、Annual distribution yield

Based on the closing price of S$0.685 as at 31 December 2019, and aggregated distribution per unit (“DPU”) for FY 2019 of 3.87 Singapore cents, BHG Retail REIT’s annual distribution yield of 5.6% continues to represent an attractive long-term yield-play investment.

4、Independent valuation of investment properties

As at 31 December 2019, BHG Retail REIT’s investment properties were valued at RMB4,707.0 million. The valuation represents an increase of RMB625.9million (15.3%) or S$100.7 million (12.5%) from the independent valuation as at 31 December 2018 of RMB4,081.1 million or S$808.3 million respectively. Excluding the contribution from Hefei Changjiangxilu which was acquired in April 2019, overall valuation of existing properties in RMB and SGD rose 3.3% and 0.7% respectively year-on-year.