EX-99.(C)-(2) 3 a2228424zex-99_c2.htm EX-99.(C)-(2)

Exhibit 99.(c)-(2)

 

April 14, 2016 E-House (China) Holdings Limited Fairness Analysis Presented to the Special Committee of the Board of Directors The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC and its affiliates.

 


Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Duff & Phelps, LLC (“Duff & Phelps”) to the special committee (the “Special Committee”) of the board of directors (the “Board of Directors”) of E-House (China) Holdings Limited (“E-House”, “EJ” or the “Company”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein). • The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with their evaluation of the Proposed Transaction and may not be distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps. • Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the materials if used by persons other than the Special Committee. • These materials are not intended to represent an Opinion and are incomplete without reference to, and should be viewed solely in conjunction with the discussion between Duff & Phelps and the Special Committee and shall not be treated, construed, used or relied upon in any way as an opinion, report, appraisal relating to the fairness of the Proposed Transaction, but rather to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion • The accompanying material does not, and any Opinion provided by Duff & Phelps would not: (i) address the merits of the underlying business decision of the Special Committee, the Board of Directors or the Company or any other party to the Proposed Transaction to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) constitute a recommendation to the Special Committee, the Board of Directors, the Company or any other person including security holders of the Company as to how such person should vote or as to any other specific action that should be taken in connection with the Proposed Transaction; or (iii) create any fiduciary duty on Duff & Phelps’ part to any party. • The information utilized in preparing this presentation was obtained from the Company and from public sources. Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future. Duff & Phelps did not independently verify such information. • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction. • Duff & Phelps’ affiliate, Duff & Phelps Securities, LLC (“DPS”), has acted as financial advisor to the Special Committee providing such financial and market related advice and assistance as requested by the Special Committee in connection with the Proposed Transaction, and will receive a fee for certain investment banking services if requested by the Special Committee. 2 CONFIDENTIAL

 

 

Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis - Real Estate Online Services (LEJU) » » » Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Concluded Value Range 3. Valuation Analysis - Real Estate Brokerage Services, Information & Consulting Services, Advertising & Promotional Event Services, and Headquarter Function (EJ Core) » » » Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Concluded Value Range 4. Valuation Analysis – Wealth Management Services (Jupai Holdings Limited (JP)) » Trading Analysis and Concluded Value Range 5. Valuation Analysis - Community Value-Added Services (Shi Hui) » Financial Performance and Operation Metrics Appendix 1. 2. Assumptions, Qualifications, and Limiting Conditions Summary of Premiums Paid – Supplemental 3 CONFIDENTIAL

 


Introduction and Transaction Overview Section 01

 

 

Introduction and Transaction Overview The Engagement •Duff & Phelps was retained by the Special Committee and the Company to serve as independent financial advisor to the Special Committee (solely in its capacity as such). •Specifically, Duff & Phelps has been asked to provide an opinion (the “Opinion”) to the Special Committee as to the fairness, from a financial point of view, to (i) the holders of ordinary shares, par value US$0.001 per share, of the Company (the “Shares”), other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs (each as defined below), and (ii) the holders of American Depositary Shares of the Company, each representing one Share (each, an “ADS” and collectively, “ADSs”), other than the ADSs representing the Excluded Shares, of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of the Shares or ADSs other than in their capacity as holders of Shares or ADSs). The Proposed Transaction • It is Duff & Phelps’ understanding that the Company, E-HOUSE HOLDINGS LTD., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and E-HOUSE MERGER SUB LTD., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”), the latest draft of which was dated as of April 14, 2016. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company will be the surviving corporation, and in connection with such merger each Share issued and outstanding immediately prior to the effective time (the “Effective Time”) of the merger (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) will be cancelled in exchange for the right to receive US $6.85 in cash per Share without interest (the “Per Share Merger Consideration”) and each ADS issued and outstanding immediately prior to the Effective Time of the merger (other than ADSs representing the Excluded Shares) will be cancelled in exchange for the right to receive US $6.85 in cash per ADS without interest (the “Per ADS Merger Consideration”, and together with the Per Share Merger Consideration, the “Merger Consideration”) (collectively, the “Proposed Transaction”). Each outstanding and unexercised option to purchase Shares (other than Excluded Shares) granted by the Company under the Share Incentive Plan (as defined in the Merger Agreement) (each, an “Option”) shall be cancelled and converted into the right to receive, as soon as practicable after the Effective Time (without interest), a cash amount equal to the excess, if any, of the Per Share Merger Consideration over the excise price of such Option; provided that if the exercise price of any such Option is equal to or greater than the Per Share Merger Consideration, such Option shall be cancelled without any payment therefor. The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement. • For purposes of the Opinion, “Excluded Shares” and “Dissenting Shares” shall have the meaning set forth in the Merger Agreement. The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement. 5 CONFIDENTIAL

 


Introduction and Transaction Overview Scope of Analysis Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below: 1. Reviewed the following documents: » The Company’s annual reports and audited financial statements on Form 20-F filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2013 and December 31, 2014; Leju Holding Limited (“LEJU”)’s, also known as the real estate online services segment of the Company, annual reports and audited financial statements on Form 20-F filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2013 and December 31, 2014; Prospectuses for the initial public offerings of LEJU and Jupai Holdings Limited (“JP”) respectively filed with SEC; Unaudited financial statements of the Company and unaudited financial statements of LEJU, each for the year ended December 31, 2015; Unaudited financial statements of the community value-added services segment of the Company (“Shi Hui) and unaudited financial statements of » » » » the real estate financial services segment of the Company (“Fang Jin Suo”), each for the year ended December 31, 2014 and December 31, 2015; » Detailed financial projection models for LEJU and EJ Core (defined below) businesses, for the years ending December 31, 2016 through December 31, 2020, prepared and provided to Duff & Phelps by management of the Company, upon which Duff & Phelps has relied, with the Special Committee’s consent, in performing its analysis (collectively, the “Management Projections”); » Other internal documents relating to the history, past and current operations, financial conditions, and probable future outlook of the Company as well as of its relevant business segments, provided to Duff & Phelps by management of the Company; A letter dated April 13, 2016 from the management of the Company which made certain representations as to the Management Projections and the underlying assumptions for the Company (the “Management Representation Letter”); and » » Documents related to the Proposed Transaction, including the Merger Agreement. For purposes of this analysis, “EJ Core” shall mean the combination of the Company’s real estate brokerage services, real estate information and consulting services, real estate advertising and promotional event services, and headquarter function. The descriptions for various businesses of EJ are more fully set forth in the Company’s most recent Form 20-F filed with SEC. 6 CONFIDENTIAL

 

 

Introduction and Transaction Overview Scope of Analysis (continued) 2. 3. 4. Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company; Discussed with Company management its plans and intentions with respect to the management and operation of the businesses; Reviewed the historical trading price and trading volume of the ADSs and the publicly traded securities of selected companies that Duff & Phelps deemed relevant; Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, an analysis of selected transactions that Duff & Phelps deemed relevant, and a review of premiums paid in selected transactions that Duff & Phelps deemed relevant; and Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate. 5. 6. 7 CONFIDENTIAL

 


Introduction and Transaction Overview Ownership Summary E-House (China ) Holdings Limite d - Ow ne rship % of % of Curre nt Sha re holde rs Sha re s Dilute d Sha re s Ba sic Sha re s Buyer Consortium Mr. Xin Zhou and his affiliates Mr. Neil Nanpeng Shen and his affiliate SINA Corporation Total Buyer Consortium 31,736,591 3,483,813 29,333,740 20.6% 2.3% 19.0% 22.1% 2.4% 20.4% Other Top Holders 25.7% 64,554,144 41.9% 44.9% Other Top Holders Singapore (Republic of) BT Pension Scheme Contrarius Investment Management Limited Credit Suisse, Investment Banking and Securities Investments Schroder Investment Management Limited Monetary Authority of Singapore Schroder Investment Management (Hong Kong) Limited GLG Partners, Inc. Fortress Investment Group LLC Henderson Global Investors Limited Total Other Top Holders 9,353,247 8,714,165 5,403,904 5,336,197 2,260,100 1,923,676 1,917,300 1,726,942 1,539,720 1,482,353 6.1% 5.6% 3.5% 3.5% 1.5% 1.2% 1.2% 1.1% 1.0% 1.0% 6.5% 6.1% 3.8% 3.7% 1.6% 1.3% 1.3% 1.2% 1.1% 1.0% Others 30.2% 39,657,604 25.7% 27.6% Other Stockholders 39,713,211 25.7% 27.6% Total Shares Outstanding 143,924,959 93.3% 100.0% Buyer Consortium 44.1% (1) Options In-the-Money at Revised Offer Price Held by Buyer Consortium Options In-the-Money at Revised Offer Price Held by Others Unvested Restricted Shares Held by Buyer Consortium Unvested Restricted Shares 3,347,550 5,608,733 148,334 1,210,381 2.2% 3.6% 0.1% 0.8% Source: Company filings, Capital IQ, Company provided. (1) Includes the basic shares, in-the-money employee stock options and unvested restricted shares held by Buyer Consortium. 8 CONFIDENTIAL Fully Diluted Shares Outstanding at Current Offer Price 154,239,957 100.0%

 

 

Introduction and Trading Analysis Transaction Overview E-House (China) Holdings Limited November 3, 2014 to April 12, 2016 Jun 9, 2015 Nov 19, 2014 EJ reported Q3 '14 earnings Jun 19, 2015 $13.00 16,000.0 EJ reported Q1 '15 earnings Mar 18, 2015 reported total revenue of from Mr. Xin Zhou and Mr. Neil $12.00 14,000.0 $169.1 million and diluted EPS price downward to $6.64 per ADS. Company reported total also declared a cash $11.00 12,000.0 $10.00 $6.71 declared a cash dividend of $0.15 per ADS. $6.43 $9.00 10,000.0 $8.00 8,000.0 $7.00 Nov 19, 2014 6,000.0 $6.00 $5.00 4,000.0 proximately 5% of its res oustanding. $4.00 2,000.0 EPS of $0.06. $3.00 $2.00 0.0 Volume 90-day Trailing VWAP Price 30-day Trailing VWAP 60-day Trailing VWAP Original Offer ($7.38, Jun 2015) Revised Offer ($6.64, Nov 2015) Current Offer ($6.85, Apr 2016) (1) Trailing Volume Weighted Average Price (VWAP) at Original or Revised Offer Date E-House (China ) Holdings Limited Historical Trading Metrics E-House (China ) Holdings Limite d - Thomson Estima te s Conse nsus (in thousands, except per ADS) One year prior to revised offer date (Nov 2, 2015) Prior Contributor Da te Ta rge t Price Prior Da te Ta rge t Price Post revised offer date (Nov 2, 2015) Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float Source: Capital IQ $6.80 $10.53 $5.00 1,505.1 1.0% 2.3% Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float $6.00 $6.33 $5.19 574.5 0.4% 0.9% Brean Capital LLC Credit Suisse Mean Median No. of Estimates 11/19/2015 2/29/2016 $6.64 $6.64 $6.64 $6.64 2 8/26/2015 5/18/2015 $7.38 $8.00 9 CONFIDENTIAL Volume (thousands) ADS / Share Price results. The Company May 19, 2015 EJ received a non-binding proposal SINA joined the buyer consortium. $218.7 million and diluted EJ reported Q4 '14 results. The Company Nanpeng Shen to acquire remaining Nov 2, 2015 EPS of $0.14. The Company earnings results. The reported total revenue of shares of EJ for $7.38 per ADS. The buyer consortium revised the offer dividend of $0.20 per ADS. revenue of $312.3 million of ($0.18). and diluted EPS of $0.12. The Company also $6.19 $6.31 Aug 25, 2015 Nov 18, 2015 EJ reported Q2 '15 earnings EJ reported Q3 '15 earnings results. The Company results. The Company reported total revenue of reported total revenue of EJ announced the partial spin off sha ap sha of LEJU. The distributed res of LEJ U accounted for $270.5 million and diluted $258.7 million and diluted EPS of $ 0.09. Original Offer Price ($7.38) 10.0% 14.8% 19.1% 17.0% Premium Relative to: One Day Prior 30-Day VWAP (1) 60-Day VWAP (1) 90-Day VWAP (1) Revised Offer Price ($6.64) Premium Relative to: One Day Prior $6.20 7.1% 30-Day VWAP (1) $6.30 5.5% 60-Day VWAP (1) $5.98 11.0% 90-Day VWAP (1) $6.04 9.9%

 


Introduction and Transaction Overview Proposed Transaction E-House (China) Holdings Limited - Current Offer Premium Clos ing Price Im plied Prem ium Current ADS price (4/12/2016) $6.29 8.9% Initial Public Offering (8/7/2007) $13.80 (50.4%) Source: Capital IQ and SEC filings 10 CONFIDENTIAL Current Offer$6.85 30-days trailing VWAP prior to current date$6.1910.7% 60-days trailing VWAP prior to current date$5.9315.5% 90-days trailing VWAP prior to current date$5.9714.8%

 

 

Introduction and Transaction Overview Valuation Summary Valuation Range Conclusions - E-House (China) Holdings Limited (USD in thousands, except per share data) Low High Sum of the Parts EJ's Equity Stake in LEJU EJ's Equity Stake in EJ Core EJ's Equity Stake in JP EJ's Equity Stake in Shi Hui (1) $469,527 268,259 90,357 73,354 - - - - $558,252 332,459 90,357 73,354 Plus : Proceeds from Exercis e of In-the-Money Em ployee Stock Options (2) Plus : Inves tm ent in Fang Jin Suo (3) Plus : Expected Cas h Settlem ent Am ount of Zero-Strike Call Option (4) $41,869 0 21,795 - - - $41,869 0 25,328 Fully Diluted Shares Is s ued and Outs tanding (5) Offer Price 154,239,957 154,239,957 Implied Valuation Multiples P/ Book Value P/ Tangible Book Value $6.16 $5.04 1.02x 1.24x - - 1.18x 1.44x Note: Balance sheet data as of December 31, 2015. (1) (2) (3) Value is based on EJ’s total paid-in equity capital in Shi Hui. The Company ultimately holds a 51% interest in Shi Hui’s off-shore holding company. Does not include out-of-the-money employee stock options. Determined to be immaterial, with consideration of a review of historical financial performance, operation metrics, and business outlook for Fang Jing Suo, a start -up online real estate peer-to-peer financial platform, as furnished by management of the Company. A zero-strike call option held by the Company, which covers 3,482,972 ADSs. The Company has right to receive cash settlement upon t he completion of the Proposed Transaction. Does not include out-of-the-money employee stock options. Includes the shares underlying the zero-strike call option. (4) (5) 11 CONFIDENTIAL $6.85 Per Share Value Range$6.26-$7.27 Value Attributable to Fully Diluted Shares$965,161-$1,121,619 Subtotal$901,497-$1,054,422

 


Introduction and Transaction ADS Valuation Range Overview Concluded Range Value Per Share/ ADS $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 $8.00 $8.50 12 CONFIDENTIAL $6.85 Offer Price $6.26 $7.27

 

 

Valuation Analysis - Real Estate Online Services (LEJU) Section 02

 


Valuation Analysis Ownership Summary - Real Estate Online Services (LEJU) Le ju Holdings Limite d - Ow ne rship % of Curre nt Sha re holde rs Sha re s Dilute d Sha re s % of Ba sic Sha re s Tencent Holdings Limited 15.0% Top Holders E-House (China) Holdings Limited Tencent Holdings Limited Contrarius Investment Management Limited Zhou, Xin Fidelity Investments Generation Investment Management LLP Franklin Resources, Inc. Schroder Investment Management Limited Acadian Asset Management, Inc. Susquehanna International Group, LLP, Asset Management Arm Millennium Management LLC Credit Suisse, Investment Banking and Securities Investments Total Top Holders 93,694,920 21,231,220 3,465,785 1,706,829 1,237,121 928,299 601,561 425,022 369,461 66.3% 15.0% 2.5% 1.2% 0.9% 0.7% 0.4% 0.3% 0.3% 69.4% 15.7% 2.6% 1.3% 0.9% 0.7% 0.4% 0.3% 0.3% 340,420 322,988 0.2% 0.2% 0.3% 0.2% Others 18.7% 290,868 0.2% 0.2% 124,614,494 88.2% 92.4% E-House (China) Holdings Limited 66.3% Other Stockholders 10,316,376 7.3% 7.6% Total Shares Outstanding 134,930,870 95.5% 100.0% Options In-the-Money at Market Price Unvested Restricted Shares 5,599,218 797,336 4.0% 0.6% Source: LEJU filings, Capital IQ, Company provided. 14 CONFIDENTIAL Fully Diluted Shares Outstanding at Market Price141,327,424100.00%

 

 

Valuation Analysis - Trading Analysis Real Estate Online Services (LEJU) Leju Holdings Limited - Trading History November 3, 2014 to April 12, 2016 Nov 19, 2014 EJ announced the partial spin off of LEJU. Following Nov 19, 2014 LEJU reported Q3 '14 earnings results. The $17.00 $16.00 $15.00 $14.00 $13.00 $12.00 $11.00 $10.00 $9.00 $8.00 $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 Mar 18, 2015 5,000.0 4,500.0 4,000.0 3,500.0 Jan 21, 2016 Company reported Company reported total earnings results. The 3,000.0 million and diluted EPS expects the Q4 revenues to diluted EPS of ($0.04). 2,500.0 2,000.0 1,500.0 1,000.0 500.0 0.0 Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP EJ Offer Date EJ Revised Offer Date Leju Holdings Limited - Thomson Estimates Consensus Leju Holdings Limited Historical Trading Metrics Prior Target Price (in thousands, except per ADS) Contributor Date Target Price Prior Date One year prior to revised offer date (Nov 2, 2015) Post revised offer date (Nov 2, 2015) China International Capital Co. Ltd. Credit Suisse CLSA UBS Investment Bank Entitlement Needed Macquarie Research Nomura Securities Co. Ltd. JP Morgan 3/22/2016 3/17/2016 8/25/2015 4/8/2016 $6.89 $6.30 $6.00 $5.89 $5.40 $5.30 $4.76 $4.00 3/14/2016 3/1/2016 3/18/2015 11/5/2015 $7.30 $7.00 $9.00 $7.55 Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float $8.83 $15.98 $4.75 478.6 0.4% 2.6% Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float $5.09 $7.16 $3.37 187.4 0.1% 1.0% 3/14/2016 3/15/2016 3/15/2016 11/20/2015 2/22/2016 2/23/2016 $6.50 $4.30 $3.70 Mean Median No. of Estimates $5.57 $5.65 8 Source: Capital IQ 15 CONFIDENTIAL Volume (thousands) ADS / Share Price Company reported total the distribution of LEJULEJU reported Q4 '14 earnings results.Mar 15, 2016 revenue of $128.3 million shares, EJ’s equity stake inThe Company reported total revenue ofLEJU reported Q4 '15 and diluted EPS of $0.19. LEJU would decrease from$171.8 million and diluted EPS of $0.17.earnings results. The approximately 75% toThe Company also declared a cashCompany reported approximately 70%.dividend of $0.20 per ADS.total revenue of $173.4 million and May 19, 2015Aug 25, 2015diluted EPS of $0.09. LEJU reported Q1 '15LEJU reported Q2 '15Nov 19, 2015 earnings results. Theearnings results. TheLEJU reported Q3 '15 revenue of $93.4 million andtotal revenue of $157.8 Company reportedLEJU announced that it of $0.09.total revenue ofbetween US$170 million $151.2 million andand US$180 million, diluted EPS of $0.12. resulting FY 2015 revenues lower than prior guidance.

 


Valuation Analysis - Real Estate Online Services Financial Performance Performance Metrics (LEJU) (LEJU) (USD in thousands) 2012A 2013A 2014A 2015A 2016P 2017P 2018P 2019P 2020P E-Com m erce Revenues Growth Online Advertis ing Revenues Growth Lis ting Revenues Growth Others Revenues Growth Total Net Revenue Growth $26,996 NA $138,767 5.1% $5,533 10.3% $0 NA $171,296 25.0% $170,205 530.5% $145,445 4.8% $19,772 257.4% $0 NA $335,422 95.8% $326,680 91.9% $155,050 6.6% $14,293 (27.7%) $0 NA $496,023 47.9% $420,552 28.7% $134,230 (13.4%) $21,022 47.1% $0 NA $575,804 16.1% $471,967 12.2% $139,721 4.1% $24,688 17.4% $6,321 NA $642,696 11.6% $535,840 13.5% $142,360 1.9% $29,227 18.4% $15,333 142.6% $722,760 12.5% $581,290 8.5% $144,140 1.3% $33,256 13.8% $29,571 92.9% $788,257 9.1% $626,005 7.7% $148,172 2.8% $37,442 12.6% $43,427 46.9% $855,045 8.5% $668,324 6.8% $152,384 2.8% $41,073 9.7% $55,295 27.3% $917,075 7.3% Adjus ted Gros s Profit (1) Margin $145,810 85.1% $297,667 88.7% $461,898 93.1% $537,447 93.3% $574,669 89.4% $653,698 90.4% $718,610 91.2% $783,464 91.6% $843,486 92.0% EBITDA (2) Margin Growth ($4,531) (2.6%) NM $85,166 25.4% NM $107,248 21.6% 25.9% $73,509 12.8% (31.5%) $53,244 8.3% (27.6%) $62,813 8.7% 18.0% $85,764 10.9% 36.5% $102,100 11.9% 19.0% $114,626 12.5% 12.3% EBIT (2) Margin Growth ($46,203) (27.0%) NM $45,888 13.7% NM $81,077 16.3% 76.7% $43,612 7.6% (46.2%) $37,576 5.8% (13.8%) $47,053 6.5% 25.2% $70,551 9.0% 49.9% $87,163 10.2% 23.5% $99,723 10.9% 14.4% Capital Expenditures as % of Total Net Revenue $18,181 10.6% $16,957 5.1% $12,123 2.4% $15,260 2.7% $3,636 0.6% $3,942 0.5% $4,246 0.5% $4,473 0.5% $4,713 0.5% Net Working Capital (3) as % of Total Net Revenue ($69,100) (40.3%) ($27,240) (8.1%) ($38,557) (7.8%) ($36,376) (6.3%) ($47,348) (7.4%) ($52,724) (7.3%) ($54,428) (6.9%) ($57,425) (6.7%) ($60,679) (6.6%) (1) Gros s profit is adjus ted to exclude Depreciation and Am ortization expens e. (2) EBITDA and EBIT are adjus ted to exclude non-recurring incom e (expens es ). (3) Norm alized net working capital as of Decem ber 31, 2015 is pres ented. Actual net working capital as of Decem ber 31, 2015 is around USD22.46 m illion, with USD58.83 m illion being determ ined as exces s working capital. Source: LEJU filings, Capital IQ, Company provided. 16 CONFIDENTIAL Management Projections

 

 

Valuation Analysis - Real Estate Online Services (LEJU) Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows. • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders. • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk. • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles. Discounted Cash Flow Key Assumptions • As a basis for the Discounted Cash Flow (“DCF”) analysis, Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending December 31, 2016-2020, discussions with Company management, a review of the LEJU’s historical performance and other factors it deemed appropriate. • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula. • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 14.0% to 17.0%, derived from the Capital Asset Pricing Model. • The following is a summary of the Management Projections for LEJU utilized in the discounted cash flow analysis: LEJU’s net revenue is projected to increase at a compound annual growth rate (“CAGR”) of 9.8% over the five-year period ending 2020. LEJU’s EBITDA is projected to decrease in 2016, and then rebound in later years. EBITDA CAGR is 9.3% for the five-year period ending 2020. EBITDA margin is projected to decrease in 2016, and then rebound to 12.5% in 2020. Capital expenditures averaged to 0.5% of revenue over the five-year period ending 2020. 17 CONFIDENTIAL

 


Valuation Analysis - Real DCF Valuation Summary Discounted Cash Flow Analysis (LEJU) Estate Online Services (LEJU) (USD in thousands) Enterprise Value Range Low High Term inal Growth Rate Weighted Average Cos t of Capital 3.0% 17.00% - - 3.0% 14.00% (1) Prior to application of 10% dividend withholding tax, which is calculated based on levered cash flows and discounted separately at the cost of equity derived in the WACC calculation and included in the concluded enterprise value range. Existing cooperation agreements with SINA, which allow LEJU to use certain licensed assets such as domain names, trademarks and software free of charge, will expire in 2024. Management of the Company projected additional operating cost will be incurred after signing new cooperation agreements with SINA in 2024. Normalization for changes in working capital based on the terminal growth rate. Pres ent Value of Additional Operating Cos t after Signing New Agreem ents with SINA (2) (77,913) - (69,123) (2) Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA $73,509 $53,244 $62,813 5.7x 7.8x 6.6x - - - 7.6x 10.5x 8.9x (3) EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT EV / 2015 Revenue EV / 2016 Revenue EV / 2017 Revenue $43,612 $37,576 $47,053 $575,804 $642,696 $722,760 9.6x 11.1x 8.9x 0.72x 0.65x 0.58x - - - 12.9x 14.9x 11.9x 0.97x 0.87x 0.78x Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude non-recurring income (expenses). - - 18 CONFIDENTIAL Concluded Enterprise Value Range (Rounded) $417,000 - $560,600 Enterprise Value Range (Before Adjustment) $494,890 - $629,738 Total Net Revenue Growth EBITDA EBITDA Margin Growth LTM 12/31/2015 2016P 2017P 2018P 2019P 2020P Terminal Normalization (3) CAGR 3 Year 5 Year $575,804 $642,696 $722,760 $788,257 $855,045 $917,075 16.1% 11.6% 12.5% 9.1% 8.5% 7.3% $73,509 $53,244 $62,813 $85,764 $102,100 $114,626 12.8% 8.3% 8.7% 10.9% 11.9% 12.5% (31.5%) (27.6%) 18.0% 36.5% 19.0% 12.3% $917,075 $114,626 12.5% 11.0% 9.8% 5.3% 9.3% Earnings Before Interes t and Taxes $37,576 $47,053 $70,551 $87,163 $99,723 Pro Form a Taxes (10,686) (13,039) (18,337) (22,525) (25,949) Net Operating Profit After Tax $26,890 $34,014 $52,213 $64,638 $73,773 Depreciation & Am ortization $15,668 $15,760 $15,213 $14,937 $14,904 Capital Expenditures (3,636) (3,942) (4,246) (4,473) (4,713) (Increas e) / Decreas e in Working Capital 10,973 5,376 1,704 2,996 3,254 Free Cas h Flow (1) $49,894 $51,208 $64,885 $78,098 $87,218 $99,723 (25,949) $73,773 $14,904 (4,713) 1,820 $85,784

 

 

Valuation Analysis - Real Estate Online Services (LEJU) Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis •Duff & Phelps selected seven publicly traded companies in the real estate online services and specialty internet portal industries that were deemed relevant to its analysis. •Duff & Phelps analyzed the financial performance of each of the publicly traded companies. Duff & Phelps then analyzed the selected public companies’ trading multiples of enterprise value to revenue and enterprise value to EBITDA. Selected M&A Transactions Analysis •Duff & Phelps selected precedent transactions involving target companies that Duff & Phelps determined to be relevant to its analysis. Duff & Phelps computed the LTM revenue and EBITDA for each of the target companies (where publicly disclosed). Duff & Phelps then calculated the implied enterprise value to revenue and enterprise value to EBITDA multiples for each transaction. •Duff & Phelps selected seven precedent transactions within the real estate online services and specialty internet portal industries. Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and profits, profit margins and other characteristics that we deemed relevant. Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that reflect the LEJU’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group. None of the companies utilized for comparative purposes in the following analysis are directly comparable to LEJU, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction. Duff & Phelps does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of LEJU and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of LEJU. Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations. 19 CONFIDENTIAL

 


Valuation Analysis - Real Estate Online Services (LEJU) Selected Public Companies Analysis – Financial Metrics Selected Public Companies Analysis (LEJU) COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN 3-YR CAGR 3-YR CAGR 3-YR AVG Company Name HQ Exchange 2015 2016 2017 2015 2016 2017 2015 2016 2017 Re a l Esta te Online Se rvice Compa nie s SouFun Holdings Ltd. Zillow Group, Inc. Rightmove plc Zoopla Property Group Plc REA Group Limited China United States United Kingdom United Kingdom Australia NYSE NasdaqGS LSE LSE ASX 27.1% 76.7 17.2 44.3 23.5 25.7% 97.8 15.0 34.1 19.5 29.0% 25.7 11.3 59.0 22.6 34.1% 21.8 10.9 11.3 16.7 NM NM 18.1 165.1 32.2 -107.1% NA 12.4 19.2 27.5 NA NA 15.9 40.9 36.0 NA 66.1 11.2 18.6 17.5 33.2% -1.4 71.8 45.5 47.6 -2.6% -0.7 71.9 42.9 50.9 -6.4% 14.8 74.9 38.0 56.4 8.6% 20.2 75.1 40.5 56.8 Group Median 27.1% 25.7% 25.7% 16.7% 32.2% 15.8% 36.0% 18.1% 45.5% 42.9% 38.0% 40.5% China Spe cia lty Porta l Compa nie s Bitauto Holdings Limited Autohome Inc. China China NYSE NYSE 56.0% 67.8 63.1% 62.4 33.5% 84.4 22.8% 35.3 NM 57.3 -124.6% 32.9 NA 15.6 35.0% 33.8 13.5% 42.9 -3.6% 36.3 11.5% 22.7 12.6% 22.5 Group Median 61.9% 62.8% 59.0% 29.0% 57.3% -45.9% 15.6% 34.4% 28.2% 16.3% 17.1% 17.6% (1) LEJU's financial performance metrics presented are adjusted to exclude non-recurring income (expenses). LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, Company provided 20 CONFIDENTIAL LEJU (Management Projections)(1)49.8%16.1%11.6%12.5%163.2%-31.5%-27.6%18.0%19.9%12.8%8.3%8.7% Aggregate Mean 44.7% 45.4% 37.9% 21.8% 68.2% -23.3% 27.1% 30.4% 36.2% 27.9% 30.3% 33.8% Aggregate Median 44.3% 34.1% 29.0% 21.8% 44.8% 15.8% 26.0% 26.2% 42.9% 36.3% 22.7% 22.5% Aggregate Minimun 17.2% 15.0% 11.3% 10.9% 18.1% -124.6% 15.6% 11.2% -1.4% -3.6% -6.4% 8.6% Aggregate Maximum 76.7% 97.8% 84.4% 35.3% 165.1% 32.9% 40.9% 66.1% 71.8% 71.9% 74.9% 75.1%

 

 

Valuation Analysis - Real Estate Online Services (LEJU) Selected Public Companies Analysis – Valuation Multiples Selected Public Companies Analysis (LEJU) ($ in millions, except per share data) COMPANY INFORMATION MARKET DATA ENTERPRISE VALUE AS MULTIPLE OF Stock Price on 4/12/16 % of 52-Wk High Enterprise Value 2015 EBITDA 2016 EBITDA 2017 EBITDA 2015 Revenue 2016 Revenue 2017 Revenue Company Name HQ Exchange Re a l Esta te Online Se rvice Compa nie s SouFun Holdings Ltd. Zillow Group, Inc. Rightmove plc Zoopla Property Group Plc REA Group Limited China United States United Kingdom United Kingdom Australia NYSE NasdaqGS LSE LSE ASX $5.96 21.59 56.55 3.57 40.34 59.9% 61.9 93.5 90.3 95.6 $2,227 3,568 5,372 2,050 4,929 NM NM 27.3 31.2 24.2 NM 29.8 23.6 22.2 17.8 16.9x 17.9 21.2 18.7 15.1 2.52x 5.54 19.64 13.39 12.31 1.95x 4.40 17.64 8.42 10.04 1.46x 3.62 15.91 7.56 8.61 Group Median 27.3x 22.9x 17.9x 12.31x 8.42x 7.56x China Spe cia lty Porta l Compa nie s Bitauto Holdings Limited Autohome Inc. China China NYSE NYSE $27.42 29.40 42.2% 53.4 $1,189 2,863 NM 14.7 12.5x 12.7 9.3x 9.5 1.92x 5.34 1.43x 2.89 1.17x 2.14 Group Median 14.7x 12.6x 9.4x 3.6x 2.2x 1.7x Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) – (Cash & Equivalents) – (Net Non-Operating Assets) LTM = Latest Twelve Months EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings 21 CONFIDENTIAL Aggregate Mean 24.4x 19.8x 15.5x 8.66x 6.68x 5.78x Aggregate Median 25.8x 20.0x 16.9x 5.54x 4.40x 3.62x Aggregate Minimun 14.7x 12.5x 9.3x 1.92x 1.43x 1.17x Aggregate Maximum 31.2x 29.8x 21.2x 19.64x 17.64x 15.91x

 


Valuation Analysis - Real Estate Online Services (LEJU) Selected Public Companies Analysis – Ranking Tables Selected Public Company Ranking Tables (LEJU) LTM 3-Yr CAGR LTM Revenue 2016 Revenue Company Revenue Company Company Company (US$ million) Re ve nue Grow th Grow th SouFun Holdings Ltd. (NYSE:SFUN) Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) $884 645 621 Zillow Group, Inc. (NASDAQGS:ZG) Autohome Inc. (NYSE:ATHM) Bitauto Holdings Limited (NYSE:BITA) 76.7% 67.8 56.0 Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) Autohome Inc. (NYSE:ATHM) REA Group Limited (ASX:REA) Zoopla Property Group Plc (LSE:ZPLA) SouFun Holdings Ltd. (NYSE:SFUN) 97.8% 63.1 62.4 52.5 34.1 25.7 Autohome Inc. (NYSE:ATHM) Zoopla Property Group Plc (LSE:ZPLA) Bitauto Holdings Limited (NYSE:BITA) SouFun Holdings Ltd. (NYSE:SFUN) Zillow Group, Inc. (NASDAQGS:ZG) REA Group Limited (ASX:REA) 84.4% 59.0 33.5 29.0 25.7 22.6 REA Group Limited (ASX:REA) Autohome Inc. (NYSE:ATHM) Rightmove plc (LSE:RMV) Zoopla Property Group Plc (LSE:ZPLA) 541 536 274 153 Zoopla Property Group Plc (LSE:ZPLA) SouFun Holdings Ltd. (NYSE:SFUN) REA Group Limited (ASX:REA) Rightmove plc (LSE:RMV) 44.3 27.1 23.5 17.2 Rightmove plc (LSE:RMV) 15.0 Rightmove plc (LSE:RMV) 11.3 2017 Revenue 3-Yr AVG EBITDA LTM EBITDA 2016 EBITDA Company Company Company Company Grow th Ma rgin Ma rgin Ma rgin Autohome Inc. (NYSE:ATHM) SouFun Holdings Ltd. (NYSE:SFUN) Bitauto Holdings Limited (NYSE:BITA) Zillow Group, Inc. (NASDAQGS:ZG) REA Group Limited (ASX:REA) 35.3% 34.1 22.8 21.8 16.7 Rightmove plc (LSE:RMV) REA Group Limited (ASX:REA) Zoopla Property Group Plc (LSE:ZPLA) Autohome Inc. (NYSE:ATHM) SouFun Holdings Ltd. (NYSE:SFUN) 71.8% 47.6 45.5 42.9 33.2 Rightmove plc (LSE:RMV) REA Group Limited (ASX:REA) Zoopla Property Group Plc (LSE:ZPLA) Autohome Inc. (NYSE:ATHM) 71.9% 53.7 42.9 36.3 Rightmove plc (LSE:RMV) REA Group Limited (ASX:REA) Zoopla Property Group Plc (LSE:ZPLA) Autohome Inc. (NYSE:ATHM) Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) 74.9% 56.4 38.0 22.7 14.8 11.5 Zillow Group, Inc. (NASDAQGS:ZG) SouFun Holdings Ltd. (NYSE:SFUN) Bitauto Holdings Limited (NYSE:BITA) (0.7) (2.6) (3.6) Zoopla Property Group Plc (LSE:ZPLA) Rightmove plc (LSE:RMV) 11.3 10.9 Bitauto Holdings Limited (NYSE:BITA) Zillow Group, Inc. (NASDAQGS:ZG) 13.5 (1.4) SouFun Holdings Ltd. (NYSE:SFUN) (6.4) 2017 EBITDA 2016 EBITDA 2017 EBITDA LTM Revenue Per Employee Company Company Company Company Ma rgin Grow th Grow th (US$ thousa nd) Rightmove plc (LSE:RMV) REA Group Limited (ASX:REA) Zoopla Property Group Plc (LSE:ZPLA) Autohome Inc. (NYSE:ATHM) Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) 75.1% 56.8 40.5 22.5 20.2 12.6 Zoopla Property Group Plc (LSE:ZPLA) REA Group Limited (ASX:REA) Rightmove plc (LSE:RMV) Autohome Inc. (NYSE:ATHM) 40.9% 36.0 15.9 15.6 Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) Autohome Inc. (NYSE:ATHM) Zoopla Property Group Plc (LSE:ZPLA) 66.1% 35.0 33.8 18.6 Rightmove plc (LSE:RMV) Zoopla Property Group Plc (LSE:ZPLA) Zillow Group, Inc. (NASDAQGS:ZG) Autohome Inc. (NYSE:ATHM) Bitauto Holdings Limited (NYSE:BITA) $595 350 293 163 118 SouFun Holdings Ltd. (NYSE:SFUN) Zillow Group, Inc. (NASDAQGS:ZG) Bitauto Holdings Limited (NYSE:BITA) NA NA NA REA Group Limited (ASX:REA) Rightmove plc (LSE:RMV) SouFun Holdings Ltd. (NYSE:SFUN) 17.5 11.2 NA SouFun Holdings Ltd. (NYSE:SFUN) REA Group Limited (ASX:REA) 80 NA SouFun Holdings Ltd. (NYSE:SFUN) 8.6 Source: Capital IQ, SEC filings, Company provided 22 CONFIDENTIAL LEJU (Management Projections) 8.7 Leju Holdings Limited (NYSE:LEJU) 115 LEJU (Management Projections) 18.0 LEJU (Management Projections) (27.6) LEJU (Management Projections) 8.3 Leju Holdings Limited (NYSE:LEJU) 19.9 LEJU (Management Projections) 12.5 Leju Holdings Limited (NYSE:LEJU) 12.8 LEJU (Management Projections) 11.6 Leju Holdings Limited (NYSE:LEJU) 16.1 Leju Holdings Limited (NYSE:LEJU) 49.8 Leju Holdings Limited (NYSE:LEJU) 576

 

 

Valuation Analysis - Real Estate Online Selected M&A Transactions Analysis Selected M&A Transactions Analysis - Eagle (LEJU) Services (LEJU) ($ in millions) LTM Revenue LTM EBITDA EBITDA Margin EV / EV / Announced Status Target Name Target Business Description Acquirer Name EV EBITDA Revenue Real Estate Online Services 9/30/2014 Closed Move, Inc. Move, Inc. operates an online network of Websites for real estate search in North America. News Corporation $916.4 $239.7 $7.9 3.3% NM 3.82x 6/9/2014 Closed Trulia, Inc. Trulia, Inc. provides tools to research homes and neighborhoods through Web and mobile applications. Zillow, Inc. (nka:Zillow Group, Inc.) $3,090.5 $208.6 ($26.4) (12.6%) NM 14.82x 2/28/2014 Closed Apartments, LLC Apartments, LLC operates an online resource for individuals looking for an apartment for rent. CoStar Group Inc. $585.0 $85.9 $24.4 28.5% 23.9x 6.81x China Sepcialty Portal 12/7/2015 Pending Jiayuan.com International Ltd. Jiayuan.com International Ltd. operates an online dating platform in the People’s Republic of China. Chengdu Guqiang Technology Chengdu Guqiang Technology Co. Ltd. LoveWorld Inc. $155.7 $110.0 $4.9 4.4% 31.9x 1.42x 10/22/2015 Pending Hunan TV & Broadcast Intermediary Co., Ltd. $143.3 $20.0 N/A N/A N/A 7.17x Co. Ltd. provides online fiction service through Kanshu.com. Yantai Weian Information Technology Co., Ltd. owns and operates a financial website. Bitauto Holdings Limited provides Internet content and marketing services for the automotive industry in the People’s Republic of China. 12/31/2014 Closed Yantai Weian Information Technology Co., Ltd. Bitauto Holdings Limited Chengdu Santai Electronics Industry Co., Ltd. Cox Automotive, Inc. $120.5 $17.2 N/A N/A N/A 7.03x 11/1/2012 Closed $187.5 $148.9 $20.3 13.6% 9.2x 1.26x Source: Capital IQ 23 CONFIDENTIAL Aggregate Mean 7.4% 21.7x 6.05x Aggregate Median 4.4% 23.9x 6.81x Aggregate Minimun (12.6%) 9.2x 1.26x Aggregate Maximum 28.5% 31.9x 14.82x Group Median 9.0% 20.6x 4.22x Group Median 3.3% 23.9x 6.81x

 


Valuation Analysis - Real Estate Online Services (LEJU) Selected Public Companies / M&A Transaction Analysis Summary Selected Public Companies / M&A Transactions Analysis (LEJU) (USD in thousands) Enterprise Valuation Multiples Valuation Summary Public Com panies Median Public Com panies Range Metric Selected Multiple Range Com pany Perform ance Enterpris e Value Range 9.3x - 21.2x 16.9x $62,813 $471,097 - $596,723 EV / 2017 EBITDA 1.17x - 15.91x 3.62x $722,760 $469,794 - $614,346 EV / 2017 Revenue PV of Additional Operating Cos t after Signing New Agreem ents with SINA (1) (77,913) - (69,123) Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT $73,509 $53,244 $62,813 $43,612 $37,576 $47,053 5.3x 7.4x 6.2x 9.0x 10.4x 8.3x - - - - - - 7.3x 10.1x 8.5x 12.3x 14.3x 11.4x EV / 2015 Revenue EV / 2016 Revenue EV / 2017 Revenue $575,804 $642,696 $722,760 0.68x 0.61x 0.54x - - - 0.93x 0.83x 0.74x Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude non-recurring income (expenses). (1) Existing cooperation agreements with SINA, which allow LEJU to use certain licensed assets such as domain names, trademarks and software free of charge, will expire in 2024. Management of the Company projected additional operating cost will be incurred after signing new cooperation agreements with SINA. 24 CONFIDENTIAL Considerations Dependence on the cooperation agreements with SINA SINA’s right to early terminate the cooperation agreements if EJ discontinues to control LEJU Real estate investments slowdown in China Labor intensive business model EBITDA margins below most peers Dividend withholding tax Concluded Enterprise Value Range (Rounded)$392,500-$536,400 Enterprise Value Range (Before Adjustment)$470,400-$605,500 7.50x-9.50x 0.65x-0.85x

 

 

Valuation Analysis - Real Concluded Value Range Valuation Range Conclusions (LEJU) Estate Online Services (LEJU) (USD in thousands, except per share data) Low High Enterprise Value Dis counted Cas h Flow Analys is Selected Public Com panies / M&A Trans actions Analys is $417,000 392,500 - - $560,600 536,400 Plus : Proceeds from Exercis e of In-the-Money Em ployee Stock Options (1) Plus : Inves tm ent in affiliates Plus : Exces s Working Capital Les s : Non Operating Liabilities , net (2) Les s : Debt $25,756 669 58,833 (8,351) 0 (21,697) - - - - - - $36,759 669 58,833 (8,351) 0 (30,785) Le ju Holdings Limite d - Va lua tion Implie d Pre mium (3) Les s : Noncontrolling Interes t Closing Implied Premium Price Low High Fully Diluted Shares Is s ued and Outs tanding (1) 141,327,424 143,313,424 Current ADS price (4/12/2016) 30-days trailing VWAP prior to current date 60-days trailing VWAP prior to current date 90-days trailing VWAP prior to current date $5.16 $4.70 $4.42 $4.74 (2.9%) 6.6% 13.3% 5.8% 15.5% 26.8% 34.7% 25.7% (4) Plus : Exces s Cas h $248,264 - $248,264 Cas h Value Per Fully Diluted Share Is s ued and Outs tanding $1.76 - $1.73 Equity Value Attributable to LEJU Shareholders Equity Value Attributable to EJ Shareholders $708,224 $469,527 - - $853,889 $558,252 Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude non-recurring income (expenses). Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT EV / 2015 Revenue EV / 2016 Revenue EV / 2017 Revenue P/ Book Value $73,509 $53,244 $62,813 $43,612 $37,576 $47,053 $575,804 $642,696 $722,760 $3.19 5.5x 7.6x 6.4x 9.3x 10.8x 8.6x 0.70x 0.63x 0.56x 1.57x - - - - - - - - - - 7.5x 10.3x 8.7x 12.6x 14.6x 11.7x 0.95x 0.85x 0.76x 1.87x (1) Does not include out-of-the-money employee stock options. Includes acquisition consideration payable and certain payables to related party of non-operating nature. Present value of net income attributable to non-controlling interest discounted separately at the cost of equity derived in the WACC calculation. Reflects a 10% withholding tax discount on excess cash held at onshore entities. (2) (3) (4) P/ Tangible Book Value $2.26 2.21x - 2.63x 25 CONFIDENTIAL 65.4% 66.3% Per Share Value Range $5.01 - $5.96 Concluded Value - Low $5.01 Concluded Value - High $5.96 Per Share Value Range (Excluding Excess Cash) $3.25 - $4.23 Value Attributable to Fully Diluted Shares (Excluding Cash) $459,961 - $605,625 Enterprise Value Range $404,750 - $548,500

 


Valuation Analysis - Real Estate Brokerage Services, Information & Consulting Services, Advertising & Promotional Event Services, and Headquarter function (EJ Core) Section 03 For purposes of this analysis, “EJ Core” shall mean the combination of the Company’s real estate brokerage services, real estate information and consulting services, real estate advertising and promotional event services, and headquarter function. The descriptions for various businesses of EJ are more fully set forth in the Company’s most recent Form 20-F filed with SEC.

 

 

Valuation Analysis - Real Estate Brokerage, Information & Consulting and Events Services (EJ Core) Financial Performance Promotional Performance Metrics (EJ Core) (USD in thousands) 2012A 2013A 2014A 2015A 2016P 2017P 2018P 2019P 2020P Real Es tate Brokerage Services Growth Real Es tate Inform ation & Cons ulting Services Growth Real Es tate Prom otional Events Services Growth Total Net Revenue Growth $208,285 $280,777 34.8% $76,683 40.7% $32,225 16.7% $389,685 34.2% $283,368 0.9% $82,679 7.8% $30,092 (6.6%) $396,140 1.7% $368,071 29.9% $58,329 (29.5%) $21,350 (29.1%) $447,750 13.0% $352,382 (4.3%) $77,954 33.6% $25,971 21.6% $456,307 1.9% $365,449 3.7% $86,428 10.9% $29,434 13.3% $481,311 5.5% $371,239 1.6% $100,533 16.3% $32,278 9.7% $504,050 4.7% $382,664 3.1% $118,713 18.1% $35,288 9.3% $536,665 6.5% $394,674 3.1% $132,695 11.8% $38,586 9.3% $565,956 5.5% $54,518 $27,602 $290,404 Gros s Profit (1) Margin $141,995 48.9% $180,427 46.3% $144,893 36.6% $182,858 40.8% $173,942 38.1% $184,717 38.4% $197,275 39.1% $214,483 40.0% $229,567 40.6% EBITDA (2) Margin Growth ($16,950) (5.8%) $20,179 5.2% NM ($11) (0.0%) NM $7,861 1.8% NM $22,104 4.8% 181.2% $32,938 6.8% 49.0% $44,536 8.8% 35.2% $58,520 10.9% 31.4% $70,168 12.4% 19.9% EBIT (2) Margin Growth ($22,663) (7.8%) $14,242 3.7% NM ($6,866) (1.7%) NM ($1,223) (0.3%) NM $10,199 2.2% NM $19,804 4.1% 94.2% $31,322 6.2% 58.2% $45,055 8.4% 43.8% $56,517 10.0% 25.4% Capital Expenditures as % of Total Net Revenue NA NA NA NA $27,297 6.9% $41,981 9.4% $7,416 1.6% $7,674 1.6% $7,889 1.6% $8,233 1.5% $8,593 1.5% Net Working Capital as % of Total Net Revenue NA $239,167 $315,540 79.7% $272,251 60.8% $283,237 62.1% $283,563 58.9% $280,008 55.6% $290,702 54.2% $301,746 53.3% NA 61.4% (1) Gros s profit is adjus ted to exclude Depreciation and Am ortization expens e. (2) EBITDA and EBIT are adjus ted to exclude public com pany cos ts and non-recurring incom e (expens es ). Source: Company filings, Capital IQ, Company provided. 27 CONFIDENTIAL

 


Valuation Analysis - EJ Core Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows. • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders. • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk. • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles. Discounted Cash Flow Key Assumptions • As a basis for the DCF analysis, Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending December 31, 2016-2020, discussions with Company management, a review of the EJ Core’s historical performance and other factors it deemed appropriate. • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula. • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 12.75% to 14.75%, derived from the Capital Asset Pricing Model. • The following is a summary of the Management Projections for LEJU utilized in the discounted cash flow analysis: EJ Core’s net revenue is projected to increase at a compound annual growth rate (“CAGR”) of 4.8% over the five-year period ending 2020. EBITDA CAGR is 54.9% for the five-year period through 2016-2020. EBITDA margin is projected to increase from 4.8% in 2016 to 12.4% in 2020. Capital expenditures averaged to 1.6% of revenue over the five-year period ending 2020. 28 CONFIDENTIAL

 

 

Valuation Analysis - EJ DCF Valuation Summary Discounted Cash Flow Analysis (EJ Core) Core (USD in thousands) Enterprise Value Range Low High Term inal Growth Rate Weighted Average Cos t of Capital 3.0% 14.75% - - 3.0% 12.75% Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA $7,861 $22,104 $32,938 26.1x 9.3x 6.2x - - - 32.4x 11.5x 7.7x (1) Prior to application of 10% dividend withholding tax, which is calculated based on levered cash flows and discounted separately at the cost of equity derived in the WACC calculation and included in the concluded enterprise value range. Normalization for changes in working capital based on the terminal growth rate. EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT ($1,223) $10,199 $19,804 NM 20.1x 10.4x - - - NM 24.9x 12.8x (2) Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). EV / 2015 Revenue EV / 2016 Revenue $447,750 $456,307 0.46x 0.45x - - 0.57x 0.56x EV / 2017 Revenue $481,311 0.43x - 0.53x 29 CONFIDENTIAL Concluded Enterprise Value Range (Rounded)$205,500-$254,300 Total Net Revenue Growth EBITDA EBITDA Margin Growth LTM 12/31/20152016P2017P2018P2019P2020P Terminal Normalization (2) CAGR 3 Year5 Year $447,750$456,307$481,311$504,050$536,665$565,956 13.0%1.9%5.5%4.7%6.5%5.5% $7,861$22,104$32,938$44,536$58,520$70,168 1.8%4.8%6.8% 8.8%10.9%12.4% NM181.2%49.0%35.2%31.4%19.9% $565,956 $70,168 12.4% 4.0%4.8% 78.3%54.9% Earnings Before Interes t and Taxes $10,199 $19,804 $31,322 $45,055 $56,517 Pro Form a Taxes (8,321) (11,742) (13,908) (16,569) (19,004) Net Operating Profit After Tax $1,878 $8,063 $17,414 $28,486 $37,513 Depreciation & Am ortization $11,905 $13,133 $13,214 $13,465 $13,651 Capital Expenditures (7,416) (7,674) (7,889) (8,233) (8,593) (Increas e) / Decreas e in Working Capital (10,986) (326) 3,554 (10,693) (11,044) Free Cas h Flow (1) ($4,618) $13,197 $26,293 $23,025 $31,527 $56,517 (19,004) $37,513 $13,651 (8,593) (9,052) $33,519

 


Valuation Analysis - EJ Core Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis •Duff & Phelps selected nine publicly traded companies in the real estate brokerage and consulting industry that were deemed relevant to its analysis. •Duff & Phelps analyzed the financial performance of each of the publicly traded companies. Duff & Phelps then analyzed the selected public companies’ trading multiples of enterprise value to revenue and enterprise value to EBITDA. Selected M&A Transactions Analysis •Duff & Phelps selected precedent transactions involving target companies that Duff & Phelps determined to be relevant to its analysis. Duff & Phelps computed the LTM revenue and EBITDA for each of the target companies (where publicly disclosed). Duff & Phelps then calculated the implied enterprise value to revenue and enterprise value to EBITDA multiples for each transaction. •Duff & Phelps selected twelve precedent transactions within the real estate brokerage and consulting industry. Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and profits, profit margins and other characteristics that we deemed relevant. Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that reflect the EJ Core’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group. None of the companies utilized for comparative purposes in the following analysis are directly comparable to EJ Core, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction. Duff & Phelps does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of EJ Core and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of EJ Core. Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations. 30 CONFIDENTIAL

 

 

Valuation Analysis - EJ Core Selected Public Companies Analysis – Financial Metrics Selected Public Companies Analysis (EJ Core) COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN 3-YR CAGR 3-YR CAGR 3-YR AVG Company Name HQ Exchange 2015 2016 2017 2015 2016 2017 2015 2016 2017 China Re a l Esta te Broke ra ge & Consulting Compa nie s Midland Holdings Ltd. Hopefluent Group Holdings Ltd. Shenzhen Worldunion Properties Hong Kong China SEHK SEHK 0.0% 15.9 -5.2% 12.3 3.5% 6.7 -1.6% 7.6 NM -1.7 -126.4% 2.2 NA 0.9 NA 9.1 -0.6% 14.7 -1.2% 12.6 -0.2% 12.0 1.2% 12.1 China SZSE 35.942.423.421.3 41.947.211.120.119.019.117.217.0 Consultancy Incorporated Group Median 15.9% 12.3% 6.7% 7.6% 20.1% 2.2%6.0% 14.6% 14.7% 12.6% 12.0% 12.1% Globa l Re a l Esta te Broke ra ge & Consulting Compa nie s Realogy Holdings Corp. CoStar Group Inc. CBRE Group, Inc. Kennedy-Wilson Holdings, Inc. Jones Lang LaSalle Incorporated Savills plc United States United States United States United States United States United Kingdom NYSE NasdaqGS NYSE NYSE NYSE LSE 6.9% 26.7 18.6 87.0 14.9 16.8 7.1% 23.6 20.0 45.4 9.9 19.0 5.3% 17.8 25.9 12.8 5.2 3.9 5.0% 14.1 4.5 13.2 3.1 5.7 13.0% 11.9 10.7 196.2 17.6 30.2 5.3% 15.3% 6.4% 42.8 12.0 -8.2 9.2 9.3 13.3% 20.3 11.4 21.8 10.9 9.4 13.2% 12.8 10.5 34.4 11.3 9.9 14.5% 27.5 11.6 61.4 11.6 9.7 14.6% 34.4 12.5 49.8 12.3 10.1 -40.8 12.8 67.1 11.5 20.6 152.2 39.3 101.2 8.4 2.4 Group Median 17.7% 19.5% 9.1% 5.3% 15.3% 12.2% 27.3% 9.3% 12.3% 12.1% 13.0% 13.6% (1) EJ Core's financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, Company provided 31 CONFIDENTIAL EJ Core (Management Projections)(1)15.5% 13.0%1.9%5.5%NMNM181.2% 49.0%2.3%1.8%4.8%6.8% Aggregate Mean 24.7% 19.4% 11.6% 8.1% 40.0% 0.0% 41.4% 12.6% 13.4% 13.6% 18.4% 18.2% Aggregate Median 16.8% 19.0% 6.7% 5.7% 15.3% 11.5% 13.2% 9.3% 13.3% 12.6% 12.0% 12.5% Aggregate Minimun 0.0% -5.2% 3.5% -1.6% -1.7% -126.4% 0.9% -8.2% -0.6% -1.2% -0.2% 1.2% Aggregate Maximum 87.0% 45.4% 25.9% 21.3% 196.2% 67.1% 152.2% 42.8% 21.8% 34.4% 61.4% 49.8%

 


Valuation Analysis - EJ Core Selected Public Companies Analysis – Valuation Multiples Selected Public Companies Analysis (EJ Core) ($ in millions, except per share data) COMPANY INFORMATION MARKET DATA ENTERPRISE VALUE AS MULTIPLE OF Stock Price % of 52-Enterprise 2015 EBITDA 2016 EBITDA 2017201520162017 EBITDA Revenue Revenue Revenue Company Name HQ Exchange on 4/12/16 Wk High Value China Re a l Esta te Broke ra ge & Consulting Compa nie s Midland Holdings Ltd. Hopefluent Group Holdings Ltd. Shenzhen Worldunion Properties Hong Kong China SEHK SEHK $0.31 0.27 60.8% 67.1 $79 9 NM 0.2 NM 0.2 12.8x 0.2 0.16x 0.03 0.15x 0.02 0.15x 0.02 China SZSE 1.2937.6 2,85520.518.515.43.923.172.62 Consultancy Incorporated Group Median 10.4x 9.3x 12.8x 0.16x 0.15x 0.15x Globa l Re a l Esta te Broke ra ge & Consulting Compa nie s Realogy Holdings Corp. CoStar Group Inc. CBRE Group, Inc. Kennedy-Wilson Holdings, Inc. Jones Lang LaSalle Incorporated Savills plc United States United States United States United States United States United Kingdom NYSE NasdaqGS NYSE NYSE NYSE LSE $36.17 177.30 29.02 21.77 116.49 10.68 73.0% 81.2 74.6 82.4 65.0 76.0 $8,797 5,804 13,382 7,493 5,690 1,224 11.7x 63.5 11.7 35.1 8.5 6.8 10.1x 25.2 8.4 17.5 7.8 6.6 9.5x 17.6 7.5 19.0 7.2 6.1 1.54x 8.15 1.23 12.09 0.95 0.67 1.46x 6.92 0.98 10.72 0.91 0.64 1.39x 6.07 0.94 9.47 0.88 0.61 Group Median 11.7x 9.3x 8.5x 1.4x 1.2x 1.2x Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) – (Cash & Equivalents) – (Net Non-Operating Assets) LTM = Latest Twelve Months EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings 32 CONFIDENTIAL Aggregate Mean 19.8x 11.8x 10.6x 3.19x 2.78x 2.46x Aggregate Median 11.7x 9.3x 9.5x 1.23x 0.98x 0.94x Aggregate Minimun 0.2x 0.2x 0.2x 0.03x 0.02x 0.02x Aggregate Maximum 63.5x 25.2x 19.0x 12.09x 10.72x 9.47x

 

 

Valuation Analysis - EJ Core Selected Public Companies Analysis – Ranking Tables Selected Public Company Ranking Tables (EJ Core) LTM 3-Yr CAGR LTM Revenue 2016 Revenue Company Revenue Company Company Company (US$ million) Re ve nue Grow th Grow th CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Realogy Holdings Corp. (NYSE:RLGY) Savills plc (LSE:SVS) Shenzhen Worldunion (SZSE:002285) CoStar Group Inc. (NasdaqGS:CSGP) Kennedy-Wilson Holdings, Inc. (NYSE:KW) Midland Holdings Ltd. (SEHK:1200) $10,856 5,966 5,706 1,827 729 712 620 504 Kennedy-Wilson Holdings, Inc. (NYSE:KW) Shenzhen Worldunion (SZSE:002285) CoStar Group Inc. (NasdaqGS:CSGP) CBRE Group, Inc. (NYSE:CBG) Savills plc (LSE:SVS) Hopefluent Group Holdings Ltd. (SEHK:733) 87.0% 35.9 26.7 18.6 16.8 15.9 Kennedy-Wilson Holdings, Inc. (NYSE:KW) Shenzhen Worldunion (SZSE:002285) CoStar Group Inc. (NasdaqGS:CSGP) CBRE Group, Inc. (NYSE:CBG) Savills plc (LSE:SVS) 45.4% 42.4 23.6 20.0 19.0 CBRE Group, Inc. (NYSE:CBG) Shenzhen Worldunion (SZSE:002285) CoStar Group Inc. (NasdaqGS:CSGP) Kennedy-Wilson Holdings, Inc. (NYSE:KW) Hopefluent Group Holdings Ltd. (SEHK:733) Realogy Holdings Corp. (NYSE:RLGY) Jones Lang LaSalle Incorporated (NYSE:JLL) Savills plc (LSE:SVS) Midland Holdings Ltd. (SEHK:1200) 25.9% 23.4 17.8 12.8 6.7 5.3 5.2 3.9 3.5 Hopefluent Group Holdings Ltd. (SEHK:733) Jones Lang LaSalle Incorporated (NYSE:JLL) Realogy Holdings Corp. (NYSE:RLGY) Midland Holdings Ltd. (SEHK:1200) 12.3 9.9 7.1 (5.2) Jones Lang LaSalle Incorporated (NYSE:JLL) Realogy Holdings Corp. (NYSE:RLGY) Midland Holdings Ltd. (SEHK:1200) 14.9 6.9 (0.0) Hopefluent Group Holdings Ltd. (SEHK:733) 358 2017 Revenue 3-Yr AVG EBITDA LTM EBITDA 2016 EBITDA Company Company Company Company Grow th Ma rgin Ma rgin Ma rgin Shenzhen Worldunion (SZSE:002285) CoStar Group Inc. (NasdaqGS:CSGP) Kennedy-Wilson Holdings, Inc. (NYSE:KW) Hopefluent Group Holdings Ltd. (SEHK:733) Savills plc (LSE:SVS) 21.3% 14.1 13.2 7.6 5.7 Kennedy-Wilson Holdings, Inc. (NYSE:KW) CoStar Group Inc. (NasdaqGS:CSGP) Shenzhen Worldunion (SZSE:002285) Hopefluent Group Holdings Ltd. (SEHK:733) Realogy Holdings Corp. (NYSE:RLGY) CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Savills plc (LSE:SVS) 21.8% 20.3 19.0 14.7 13.3 11.4 10.9 9.4 Kennedy-Wilson Holdings, Inc. (NYSE:KW) Shenzhen Worldunion (SZSE:002285) Realogy Holdings Corp. (NYSE:RLGY) CoStar Group Inc. (NasdaqGS:CSGP) Hopefluent Group Holdings Ltd. (SEHK:733) Jones Lang LaSalle Incorporated (NYSE:JLL) CBRE Group, Inc. (NYSE:CBG) Savills plc (LSE:SVS) 34.4% 19.1 13.2 12.8 12.6 11.3 10.5 9.9 Kennedy-Wilson Holdings, Inc. (NYSE:KW) CoStar Group Inc. (NasdaqGS:CSGP) Shenzhen Worldunion (SZSE:002285) Realogy Holdings Corp. (NYSE:RLGY) Hopefluent Group Holdings Ltd. (SEHK:733) CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Savills plc (LSE:SVS) 61.4% 27.5 17.2 14.5 12.0 11.6 11.6 9.7 Realogy Holdings Corp. (NYSE:RLGY) CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Midland Holdings Ltd. (SEHK:1200) 5.0 4.5 3.1 (1.6) Midland Holdings Ltd. (SEHK:1200) (0.6) Midland Holdings Ltd. (SEHK:1200) (1.2) Midland Holdings Ltd. (SEHK:1200) (0.2) 2017 EBITDA LTM DSO (Average LTM Revenue Per Employee Company Company Company Ma rgin Ba la nce ) (US$ thousa nd) Kennedy-Wilson Holdings, Inc. (NYSE:KW) CoStar Group Inc. (NasdaqGS:CSGP) Shenzhen Worldunion (SZSE:002285) Realogy Holdings Corp. (NYSE:RLGY) CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Hopefluent Group Holdings Ltd. (SEHK:733) Savills plc (LSE:SVS) 49.8% 34.4 17.0 14.6 12.5 12.3 12.1 10.1 Realogy Holdings Corp. (NYSE:RLGY) CoStar Group Inc. (NasdaqGS:CSGP) Kennedy-Wilson Holdings, Inc. (NYSE:KW) Shenzhen Worldunion (SZSE:002285) CBRE Group, Inc. (NYSE:CBG) Savills plc (LSE:SVS) Jones Lang LaSalle Incorporated (NYSE:JLL) Midland Holdings Ltd. (SEHK:1200) Hopefluent Group Holdings Ltd. (SEHK:733) 8 20 32 66 71 74 91 130 131 Kennedy-Wilson Holdings, Inc. (NYSE:KW) Realogy Holdings Corp. (NYSE:RLGY) CoStar Group Inc. (NasdaqGS:CSGP) CBRE Group, Inc. (NYSE:CBG) Jones Lang LaSalle Incorporated (NYSE:JLL) Savills plc (LSE:SVS) Midland Holdings Ltd. (SEHK:1200) Shenzhen Worldunion (SZSE:002285) $1,252 501 271 155 97 60 43 36 Midland Holdings Ltd. (SEHK:1200) 1.2 Hopefluent Group Holdings Ltd. (SEHK:733) 21 Source: Capital IQ, SEC filings, Company provided 33 CONFIDENTIAL EJ Core252 EJ Core30 EJ Core6.8 EJ Core4.8 EJ Core1.8 EJ Core2.3 EJ Core5.5 EJ Core1.9 EJ Core448 EJ Core15.5 EJ Core13.0

 


Valuation Analysis - EJ Core Selected M&A Transactions Analysis Selected M&A Transactions Analysis - Eagle (EJ Core) ($ in millions) LTM Revenue LTM EBITDA EBITDA Margin EV / EV / Announced Status Target Name Target Business Description Acquirer Name EV EBITDA Revenue Real Estate Brokerage & Consulting Services 2/23/2016 Pending Unitika Estate Co., Ltd. Unitika Estate Co., Ltd. provides real estate brokerage services. Yamaichi Real Estate Co., Ltd. CoreLogic Solutions, LLC $15.6 $50.3 N/A N/A N/A 0.31x 1/5/2016 Closed RELS, LLC RELS LLC provides property appraisal services in the United States. $130.3 $241.0 $46.3 19.2% 2.8x 0.54x 7/7/2015 Closed GL Hearn Limited GL Hearn Limited, a property consultancy, provides commercial property advice to public sector, developers, investors, and occupiers. Massey Knakal Realty Services, Inc., a property sales company, specializes in the sale of investment and user properties in the New York metropolitan area. AOS Studley SAS provides global real estate consulting, workplace consulting, and project management services worldwide. Savills Studley, Inc. provides commercial real estate services for tenant representation to organizations across various industries. Capita plc $46.1 $47.9 N/A N/A N/A 0.96x 12/14/2014 Closed Massey Knakal Realty Services, Inc. Cushman & Wakefield, Inc., prior to merger with DTZ Holdings plc Management Buyout $101.0 $80.0 N/A N/A N/A 1.26x 5/29/2014 Closed AOS Studley SAS $501.4 $106.0 N/A N/A N/A 4.73x 5/1/2014 Closed Studley, Inc. (nka:Savills Studley, Inc.) Savills plc $260.0 $233.0 $18.4 7.9% 14.1x 1.12x 10/15/2013 Closed Space Design, Inc. Tokyu Livable, Inc. Space Design, Inc. is engaged in real estate sale and brokerage. Tokyu Livable, Inc. offers real estate agency and lease brokerage services. Kenedix, Inc. Tokyu Land Corporation $23.9 $833.2 $40.8 $627.3 N/A $75.4 N/A 12.0% N/A 11.1x 0.59x 1.33x 5/10/2013 Closed 3/28/2013 Closed 60% of Colliers Schauer As of March 28, 2013, 60% of Colliers Schauer & Schöll Gmbh and 60% of Colliers International Property Consultants, Inc. $27.1 $60.0 N/A N/A N/A 0.45x & Schöll Gmbh and 60% Colliers Brautigam & Kramer was acquired by Colliers International Property of Colliers Brautigam & Kramer Consultants, Inc. Controlling Interest in Colliers Schauer & Schöll Gmbh and Colliers Brautigam & Kramer represents the combined operations of Colliers Schauer & Schöll Gmbh and Colliers Brautigam & Kramer in its sale to FirstService Corporation. Syswin Inc. provides real estate services in the People's Republic of China. 9/7/2012 Closed Syswin Inc. Management Buyout $31.0 $77.3 ($5.3) (6.8%) NM 0.40x 8/8/2012 Closed Hersing Corp. Ltd. Hersing Corporation Ltd., an investment holding company, provides real estate brokerage, valuation, consultancy, property management, money remittance and lending, and self-storage services. Able & Partners Inc., along with its subsidiaries, provides real estate brokerage, brokerage-related, and property maintenance and management Management Buyout $150.0 $229.6 $18.1 7.9% 8.3x 0.65x 4/13/2012 Closed Able & Partners Inc. Management Buyout $288.3 $556.5 $44.0 7.9% 6.5x 0.52x Source: Capital IQ 34 CONFIDENTIAL Aggregate Mean 8.0% 8.6x 1.07x Aggregate Median 7.9% 8.3x 0.62x Aggregate Minimun (6.8%) 2.8x 0.31x Aggregate Maximum 19.2% 14.1x 4.73x

 

 

Valuation Analysis - Real Estate Brokerage, Information & Consulting and Promotional Events Services (EJ Core) Selected Public Companies / M&A Transaction Analysis Summary Selected Public Companies / M&A Transactions Analysis (EJ Core) (USD in thousands) Enterprise Valuation Multiples Valuation Summary Public Com panies Median Public Com panies Range Com pany Perform ance Metric Selected Multiple Range Enterpris e Value Range 0.2x - 19.0x 9.5x $32,938 $247,034 - $312,909 EV / 2017 EBITDA 0.02x - 9.47x 0.94x $481,311 $216,590 - $312,852 EV / 2017 Revenue Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA $7,861 $22,104 $32,938 29.5x 10.5x 7.0x - - - 39.8x 14.2x 9.5x EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT EV / 2015 Revenue EV / 2016 Revenue EV / 2017 Revenue ($1,223) $10,199 $19,804 $447,750 $456,307 $481,311 NM 22.7x 11.7x 0.52x 0.51x 0.48x - - - - - - NM 30.7x 15.8x 0.70x 0.69x 0.65x Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). 35 CONFIDENTIAL Considerations Real estate investments slowdown in China Labor intensive business model EBITDA margins below most peers Long days sales outstanding (DSO) Dividend withholding tax Enterprise Value Range (Rounded)$231,800-$312,900 7.5x-9.5x 0.45x-0.65x

 


Valuation Analysis - Real Estate Events Services (EJ Core) Concluded Value Range Brokerage, Information & Consulting and Promotional Valuation Range Conclusions (EJ Core) (USD in thousands, except per share data) Low High Enterprise Value Dis counted Cas h Flow Analys is Selected Public Com panies / M&A Trans actions Analys is $205,500 231,800 - - $254,300 312,900 Plus : Exces s Cas h (1) Plus : Inves tm ent in Affiliates (2) Plus : Other Non-Operating As s ets (3) Les s : Loans and Convertible Note (4) Les s : Other Non-Operating Liabilities (5) $148,557 38,527 110,443 (236,687) (7,728) (3,502) - - - - - - $148,557 38,527 110,443 (236,687) (7,728) (4,253) Note: Balance sheet data and LTM as of December 31, 2015. Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). (6) Les s : Noncontrolling Interes t (1) Includes cash & cash equivalents, and current portion and non-current portion of restricted cash. Includes LP interests in real estate funds whose fair value is reflected in balance sheet, and equity method investments. Includes loan to related parties, loan to staff and prepayment for investment. Includes short-term bank loan, long-term bank loan and convertible note. The convertible note is expected to be redeemed at face value upon completion of the Proposed Transaction. Includes loan from a shareholder and certain non-current liabilities of non-operating nature. Present value of net income attributable to non-controlling interest discounted separately at the cost of equity derived in the WACC calculation. (2) Implied Valuation Multiples EV / 2015 EBITDA EV / 2016 EBITDA EV / 2017 EBITDA EV / 2015 EBIT EV / 2016 EBIT EV / 2017 EBIT EV / 2015 Revenue EV / 2016 Revenue EV / 2017 Revenue P/ Book Value P/ Tangible Book Value $7,861 $22,104 $32,938 ($1,223) $10,199 $19,804 $447,750 $456,307 $481,311 $543,246 $521,133 27.8x 9.9x 6.6x NM 21.4x 11.0x 0.49x 0.48x 0.45x 0.49x 0.51x - - - - - - - - - - - 36.1x 12.8x 8.6x NM 27.8x 14.3x 0.63x 0.62x 0.59x 0.61x 0.64x (3) (4) (5) (6) 36 CONFIDENTIAL Equity Value Attributable to EJ Shareholders$268,259-$332,459 Enterprise Value Range$218,650-$283,600

 

 

Valuation Analysis – Wealth Management Services (Jupai Holdings Limited (JP)) Section 04

 


Valuation Analysis - Wealth Management Services (Jupai Holdings Limited (JP)) Trading Analysis and Concluded Value Range Jupa i Holdings Limite d - Ow ne rship Jupa i Holdings Limite d - Trading Price % of 30-day Trailing 60-day Trailing 90-day Trailing Curre nt Sha re holde rs Sha re s Sha re s ADS Price Volume VWAP VWAP VWAP Top Holders E-House (China) Holdings Limited and its affiliates Tianxiang Hu and his affiliate SINA Corporation and its affiliate Xin Zhou and his affiliate Keliang Li Yacheng Shen Yichi Zhang Weishi Yao Total Top Holders 3/28/2016 3/29/2016 3/30/2016 3/31/2016 4/1/2016 4/4/2016 4/5/2016 4/7/2016 4/8/2016 4/11/2016 $9.67 $8.72 $9.90 $9.90 $9.98 $10.00 $10.00 $9.90 $9.90 $9.94 0.1 46.4 88.9 16.7 7.8 93.4 117.6 1.8 0.6 0.5 $9.67 $9.45 $9.60 $9.62 $9.65 $9.74 $9.80 $9.80 $9.80 $9.80 $9.60 $9.55 $9.59 $9.58 $9.58 $9.62 $9.66 $9.62 $9.58 $9.57 $9.62 $9.60 $9.61 $9.61 $9.62 $9.63 $9.65 $9.66 $9.67 $9.67 55,320,612 27,640,078 21,798,340 15,915,960 8,332,974 6,000,000 6,000,000 3,682,865 28.8% 14.4% 11.3% 8.3% 4.3% 3.1% 3.1% 1.9% 144,690,829 75.3% Other Stockholders 47,366,930 24.7% IPO Date ADS Price 7/15/2015 $10.00 Total Shares Outstanding 192,057,759 100.0% Source: Company filings, Jupai IPO prospectus Source: Capital IQ 38 CONFIDENTIAL Valuation Conclusion (JP) (USD in thousands, except per share data) 30-Day Trailing VWAP (4/11/2016) $9.80 x Number of ADS Equivalent Held by EJ 9,220,102 Equity Value Attributable to EJ Shareholders $90,357

 

 

Valuation Analysis - Community Value-Added Services (Shi Hui) Section 04

 


Valuation Analysis - Community Value-Added Financial Performance and Operation Metrics Services (Shi Hui) Financial Performance - Shi Hui (USD in thousands) 2014A 1Q 2015A 2Q 2015A 3Q 2015A 4Q 2015A 2015A Revenue $0 $54 $209 $170 $86 $518 General and adm inis trative expens es Income from operations (15,828) (7,834) (11,077) (12,212) (14,182) (45,305) (15,828) (7,780) (10,868) (12,042) (14,097) (44,787) Accum ulated net s pendings as of 12/31/2015 Source: Com pany provided 60,615 Operation Metrics - Shi Hui (In thousands) 2014A 1Q 2015A 2Q 2015A 3Q 2015A 4Q 2015A Merchants Regis tered Us ers Daily Active Us ers 10.0 1,683 270 13.5 3,858 402 14.3 6,868 434 16.7 9,121 461 16.7 10,880 486 Source: Com pany provided Shi Hui - Summary of Paid-in Equity Capital (US$ in thousands) Paid-in Equity Capital as of 12/31/2015 Equity Capital to Be Paid-in after 12/31/2015 Equity Capital to Be return after 12/31/2015 Final pos ition Note: Shi Hui, whose business started in July 2014, is still in the process of exploring its revenue model, so the management of the Company could not prepare a reliable five-year forecast. E-Hous e and its affliates Non-Controlling Shareholder A Non-Controlling Shareholder B Non-Controlling Shareholder C Non-Controlling Shareholder D Total $73,354 $26,722 $14,064 $4,064 $1 ($22,349) ($7,720) ($4,063) ($4,063) $51,005 $19,002 $10,001 $10,001 $10,001 51% 19% 10% 10% 10% $10,000 $10,000 $118,206 $20,000 ($38,196) $100,010 100% Source: Com pany provided 40 CONFIDENTIAL

 

 

Assumptions, Qualifications, and Limiting Conditions Appendix 01

 


Assumptions, Qualifications, and Limiting Conditions If issued, our Opinion letter will include assumptions, qualifications and limiting conditions similar to the following. This is not meant to be a complete list of the assumptions, qualifications and limiting conditions which will be included in our Opinion letter, if rendered. Assumptions and Reliance – In performing its analyses with respect to the Proposed Transaction, Duff & Phelps, with the Company’s consent, and without assuming liability or responsibility for independent verification: • Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management; Relied upon the fact that the Special Committee, the Board of Directors and the Company have been advised by counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been duly, validly and timely taken; Assumed that any estimates, evaluations, forecasts and projections including, without limitation, the Management Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no opinion with respect to such projections or the underlying assumptions; Assumed that information supplied to Duff & Phelps and representations made by Company management are substantially accurate regarding the Company and the Proposed Transaction, did not and does not omit to state a material fact in respect of the Company and the Proposed Transaction necessary to make the information not misleading in light of the circumstances under which the information was provided; Assumed that the representations and warranties made by all parties in the Merger Agreement and in the Management Representation Letter are true and correct and that each party to the Merger Agreement will fully and timely perform all covenants and agreements required to be performed by such party; Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form, including the Merger Agreement, conform in all material respects to the drafts reviewed; Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading; Assumed that all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed Transaction will be completed in accordance with the Merger Agreement without any amendments thereto or any waivers of any terms or conditions thereof, and in a manner that complies in all material respects with all applicable laws; and Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Transaction will be obtained without any undue delay, limitation, restriction or condition that would have a material effect on the Company or the contemplated benefits expected to be derived in the Proposed Transaction. • • • • • • • • To the extent that any of the foregoing assumptions or any of the facts on which the Opinion is based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon for any purpose. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of the Opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction and as to which Duff & Phelps does not express any view or opinion in the Opinion, including as to the reasonableness of such assumptions. 42 CONFIDENTIAL

 

 

Assumptions, Qualifications, and Limiting Conditions Qualifications – If issued, our Opinion will be qualified by the following: • Duff & Phelps has prepared this Opinion effective as of the date hereof. This Opinion is necessarily based upon the information made available to Duff & Phelps as of the date hereof and market, economic, financial and other conditions as they exist and can be evaluated as of the date hereof, and Duff & Phelps disclaims any undertaking or obligation to (i) advise any person of any change in any fact or matter affecting this Opinion which may come or be brought to the attention of Duff & Phelps after the date hereof; or (ii) update, revise or reaffirm this Opinion after the date hereof. Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets, properties or liabilities (contingent or otherwise) of the Company, nor was Duff & Phelps provided with any such appraisal or evaluation. Duff & Phelps did not estimate, and express no opinion regarding, the liquidation value of any entity or business. Duff & Phelps has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Proposed Transaction, the assets, businesses or operations of the Company, or any alternatives to the Proposed Transaction, (ii) negotiate the terms of the Proposed Transaction, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Proposed Transaction, or (iii) advise the Special Committee or any other party with respect to alternatives to the Proposed Transaction. Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. Duff & Phelps is not expressing any opinion as to the market price or value of Shares or ADSs (or anything else) after the announcement or the consummation of the Proposed Transaction (or any other time). This Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter. In rendering this Opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by the Company’s officers, directors, or employees, or any class of such persons, relative to the Merger Consideration, or with respect to the fairness of any such compensation. In addition, this Opinion does not address the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of Shares (excluding the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and ADSs (excluding ADSs representing the Excluded Shares). • • • • 43 CONFIDENTIAL

 


Assumptions, Qualifications, and Limiting Conditions Limiting Conditions – If issued, the use of our Opinion will be strictly limited and will state: • This Opinion is furnished solely for the use and benefit of the Special Committee in connection with its consideration of the Proposed Transaction and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ prior written consent. This Opinion (i) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Proposed Transaction; (iii) is not a recommendation as to how the Special Committee, the Board of Directors, the Company or any other person including security holders of the Company should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the Merger Consideration is the best possibly attainable under any circumstances; instead, it merely states whether the Merger Consideration is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which this Opinion is based. This Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party. This Opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with this Opinion shall be limited in accordance with the terms set forth in the engagement letter between Duff & Phelps, Duff & Phelps Securities, LLC (“DPS”), the Company, and the Special Committee dated June 25, 2015 (the “Engagement Letter”). • • • • This Opinion is confidential, and its use and disclosure is strictly limited in accordance with the terms set forth in the Engagement Letter. 44 CONFIDENTIAL

 

 

Summary of Premiums Paid Appendix 02

 


Summary of Premiums Paid Going Private Transactions and Real Estate Services/ Internet Software Services Industry M&A Transactions Pre m ium s Paid Analys is - Going Private Trans actions Transactions announced, closed, or effective b etween April 2012 - April 2016 Premium as a % of One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52-Week High Number of Deals Pre m ium s Paid Analys is - Re al Es tate Se rvice s Change of Control M &A Trans actions Transactions announced, closed, or effective b etween April 2012 - April 2016 Premium as a % of One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52-Week High Number of Deals Pre m ium s Paid Analys is - Inte rne t Softw are and Se rvice s Change of Control M &A Trans actions Transactions announced, closed, or effective b etween April 2012 - April 2016 Premium as a % of One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52-Week High Number of Deals Note: Excludes negative premiums. Source: Capital IQ E-Hous e (China) Holdings Lim ite d Of f er Price 46 CONFIDENTIAL Original Offe r Date (6/9/2015)$7.3810.026.88.853.8 Re vis e d Offe r Date (11/2/2015)$6.647.14.11.858.5 Curre nt Date (4/12/2016)$6.859.411.611.087.2 Chine s e Com panie s M e an518.620.425.263.9 Chine s e Com panie s M e dian17.421.620.263.0 Ove rall Indus try M e an6754.257.157.371.2 Ove rall Indus try M e dian38.041.847.078.5 Ove rall Indus try M e an585.8125.6126.383.1 Ove rall Indus try M e dian52.6126.5112.389.7 US-Lis te d Chine s e Com panie s M e an7335.735.339.865.0 US-Lis te d Chine s e Com panie s M e dian21.926.526.965.6 Chine s e Com panie s M e an8839.339.043.865.1 Chine s e Com panie s M e dian23.427.828.867.4 Ove rall M e an41643.745.946.470.6 Ove rall M e dian24.228.028.277.8