公募REITs系列：梳理REITs业绩补偿条款-20250617

Report Industry Investment Rating - The report does not explicitly provide an investment rating for the public REITs industry. Core Viewpoints - Since 2024, performance compensation clauses for public REITs have become more common, including original equity holder differential make - up and deduction of incentive management fees, which can effectively enhance the stability of dividends and fully compensate investors' expected returns [2]. - The original equity holder differential make - up can compensate for known operational risks and weaken the cash - flow fluctuations of cyclical industries, while the effect of this clause is related to whether the lock - up period of the original equity holder can cover the performance commitment period and the proportion of shares held by the original equity holder [2]. - The deduction of incentive management fees generally occurs when financial indicators fail to meet expectations, with a billing base usually being the expected difference in financial indicators and a rate generally between 15% - 20%. After 2024, a negative deduction mechanism has been commonly set [2]. Summary by Directory 2024 and After, Performance Compensation Clauses for Public REITs Are Becoming More Common - REITs are equity - type assets, and there was no strong constraint for failing to meet performance expectations in the early stage. Since 2023, some REITs have underperformed, and measures such as original equity holder shareholding increase and one - time compensation have been taken, but one - time compensation measures have limitations [3]. - Examples of performance compensation measures for some REITs include original equity holder shareholding increase and one - time compensation, such as Jianxin Zhongguancun and Hua'an Zhangjiang Industrial Park [4]. Original Equity Holder Differential Make - Up - The original equity holder differential make - up means that when the actual distributable amount fails to meet the expected amount predicted by the fund manager in the first 3 or 5 years after listing, the original equity holder or its concerted action party will make up the difference with the dividends it should receive [5]. - The setting of this clause is to compensate for known operational risks or weaken the cash - flow fluctuations of cyclical industries. For example, some REITs compensate for large tenant lease terminations, and 5 out of 8 industrial park REITs established since 2024 have differential compensation clauses [6]. - The protection effect of the differential make - up clause is related to two factors: whether the lock - up period of the original equity holder can cover the performance commitment period and the comparison between the proportion of shares held by the original equity holder and the completion rate of the distributable amount. Currently, most cases can guarantee investors' expected returns [11][12]. Deduction of Operational Management Institution Incentive Management Fees - REITs fund management fees generally consist of fixed management fees, basic management fees, and incentive management fees. The incentive management fee is often related to the expected difference in income/cash flow and may be deducted when expectations are not met [16]. - The billing base of the incentive management fee is generally the expected difference in financial indicators, with a rate usually between 15% - 20%. After 2024, a negative deduction mechanism has been commonly set [17][18]. - In 2024, 11 REITs deducted incentive management fees, with the amount ranging from 40,000 to 10.21 million yuan, and the maximum deduction could make up about 6% of the distributable amount [19]. Summary - REITs performance compensation clauses can be divided into two categories: original equity holder differential make - up and deduction of operational management institution incentive management fees. The former can make up 30% - 50% of the distributable amount, and the latter can make up about 6% [23]. - For the original equity holder differential make - up, 10 REITs currently have this clause, which can generally fully compensate investors' expected returns, but there is a risk that the lock - up period of some original equity holders is shorter than the performance compensation commitment period [23]. - For the deduction of operational management institution incentive management fees, REITs issued after 2024 generally have a negative deduction mechanism, and the maximum deduction can make up about 6% of the distributable amount [23].