WANDA HOTEL DEVELOPMENT COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
WANDA COMMERCIAL PROPERTIES (GROUP) CO., LIMITED(Incorporated in Bermuda with limited liability)
(Stock code : 169) MEMORANDUM OF UNDERSTANDING RELATING TO THE BUSINESS DIRECTION OF THE GROUP AND PROPOSED CHANGE OF COMPANY NAME MEMORANDUM OF UNDERSTANDING RELATING TO THE BUSINESS DIRECTION OF THE GROUPThe Board is pleased to announce that on 25 August 2014, the Company, DWCP and Wanda HK, both controlling Shareholders of the Company, entered into the MOU in which the parties have expressed their intention to establish the Group as a platform for the investment and operation of hotels under Wanda's brands in overseas markets. DWCP and Wanda HK both expressed their continued support to the Group for the aforesaid business direction.
As the transactions or arrangements contemplated under the MOU may or may not materialize, Shareholders and potential investors are urged to exercise caution when dealing in the Shares in the Company. If the Group enters into legally binding documentation with respect to the transactions or arrangements contemplated under the MOU, it may constitute a notifiable and connected transaction of the Company under the Listing Rules, in which case the Company will comply with the requirements under the applicable Listing Rules as and when appropriate. PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the name of the Company from "Wanda Commercial Properties (Group) Co., Limited" to "Wanda Hotel Development Company Limited" and adopt the Chinese name "liJ:tj!!rnltm:fl
!*0"l" as its secondary name to replace the existing Chinese name "liJ:tiliiliMf"('lil):fl!*0"l". A special resolution will be proposed at the SGM to be convened and held as soon as practicable for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.
A circular containing, among other things, (i) further details of the Proposed Change of Company Name; and (ii) a notice of convening the SGM to approve the Proposed Change of Company Name will be despatched to the Shareholders on or before 26 August 2014 in accordance with the Listing Rules.
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MEMORANDUM OF UNDERSTANDING RELATING TO THE BUSINESS DIRECTION OF THE GROUP
The Board is pleased to announce that on 25 August 2014, the Company, DWCP and Wanda HK, both controlling Shareholders of the Company, entered into the MOU in which the parties have expressed their intention to establish the Group as a platform for the investment and operation of hotels under Wanda's brands in overseas markets (the "Overseas Hotel Development Businesses"). DWCP and Wanda HK both expressed their continued support to the Group for the aforesaid business direction.
The MOU also provides that the Group will be given priority to form joint venture with DWCP or its subsidiaries to co-invest in the Overseas Hotel Development Businesses. In the event that the Group decides not to take part in any of such investment opportunities and DWCP is to proceed with the relevant Overseas Hotel Development Businesses on its own, the Group and DWCP shall continue to negotiate for future joint venture and cooperation opportunities and, where possible, the Group shall hold majority interest in such relevant Overseas Hotel Development Businesses.
The Group plans to actively participate in the development and operation of mixed-use property projects with a focus on hotels in international gateway cities and to hold the hotel component to be operated under Wanda's brands (the existing brands include but not limited to Wanda Vista, Wanda Reign and Wanda Realm). At present, the Group has real property projects in the United Kingdom, Spain and the United States. All these real property projects feature a luxury hotel with residential and commercial components. The strategy of the Group with respect to these real property projects is to retain the commercial component and hotel as investment whereas the residential component will be sold if market conditions are favourable. As the Group will focus on major international gateway cities which attract large tourism and business travel and a growing trend of international tourists, the Company expects that the hotel development business of the Group will grow over the years and become an important part of the Group's operating activities. Given the refinement of the Group's business direction as aforesaid and the indication from the Group's controlling Shareholders of their continued support, the Group will actively pursue and focus on the Overseas Hotel Development Businesses and that the letter of support as disclosed in the announcement of the Company dated 10 January 2014 shall cease from 25
August 2014 accordingly.
The Company stressed that the terms of the MOU are not legally binding. The final terms and conditions of the transactions or arrangements contemplated under the MOU are subject to further discussion amongst the parties to the MOU.
In view of the refinement of the business direction of the Group as described above, the Board proposes to change the name of the Company from "Wanda Commercial Properties (Group) Co., Limited" to "Wanda Hotel Development Company Limited" and adopt the Chinese name "liJ:tj!!rnltm:fl!*0"l" as its secondary name to replace the existing Chinese name "liJ:tiliiliMf"('lil):fl!*0"l". A special resolution will be proposed at the SGM of the Company to be convened and held as soon as practicable for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.
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CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME
The Proposed Change of Company Name is subject to:
(i) the approval of the Shareholders by way of a special resolution at the SGM; and
(ii) the approval by the Registrar of Companies in Bermuda having been obtained.
The relevant filing with the Registrar of Companies in Bermuda will be made after passing of the special resolution regarding the Proposed Change of Company Name at the SGM.
Subject to satisfactory fulfillment of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the new name (together with the secondary name) on the register in place of the existing name. Thereafter, the Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong.
Further announcement will be made by the Company to inform the Shareholders of the effective date of the Proposed Change of Company Name and the trading arrangement in respect of the stock short names of the Company.
The Proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Proposed Change of Company Name, continue to be evidence of legal title to the Shares and valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. There will not be any arrangements for free exchange of the existing share certificates of the Company for new share certificates under the new name of the Company. Once the Proposed Change of Company Name becomes effective, the Shares will be traded under new stock short names of the Company and any issue of share certificates will be under the new name of the Company.
The Proposed Change of Company Name is to reflect the Company's future development strategy in Overseas Hotel Development Businesses, which is expected to grow. The Board believes that the new company name can provide the Company with a more appropriate identification and image, which will benefit the Company's future business development and is hence in the interests of the Company and the Shareholders as a whole.
Wanda HK is an investment holding company incorporated in Hong Kong with limited liability and is wholly- owned by DWCP. DWCP is a company established in the PRC engaged in property development, property letting, property management and investment holding activities.
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GENERALA circular containing, among other things, (i) further details of the Proposed Change of Company Name; and (ii) a notice of convening the SGM to approve the Proposed Change of Company Name will be despatched to the Shareholders on or before 26 August 2014 in accordance with the Listing Rules.
DEFINITIONS
In this announcement, the following terms have the meanings set out below, unless the context requires otherwise: "Board" the board of Directors
"Company" Wanda Commercial Properties (Group) Co., Limited (/ltlil'i
�-tflf:(�/IJ)��0RJ), a company incorporated in Bermuda
with limited liability, and the Shares of which are listed on the main board of the Stock Exchange
"controlling Shareholder" has the meaning ascribed thereto in the Listing Rules
"Directors" the directors of the Company
"DWCP" ::f!/ltlil'i�-tflf:�5t��0RJ (Dalian Wanda Commercial Properties Co., Ltd.*), a company established in the PRC with limited liability
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"MOU" the non-legally binding memorandum of understanding dated
25 August 2014 entered into between DWCP, Wanda HK and the Company
"PRC" the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC
"Proposed Change of Company Name" the proposed change of the name of the Company from "Wanda Commercial Properties (Group) Co., Limited" to "Wanda Hotel Development Company Limited" and adopt the Chinese name "liJ:tj!!rnltm:fl!*0"l" as its secondary name to replace the existing Chinese name "liJ:tiliiliMf"('lil):fl!*0"l"
"SGM" a special general meeting of the Company to be convened for the purpose of approving the Proposed Change of Company Name
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"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the
Company
"Shareholder(s)" holders of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Wanda HK" Wanda Commercial Properties (Hong Kong) Co. Limited, a company incorporated in Hong Kong with limited liability, a controlling Shareholder of the Company
"HK$" Hong Kong dollars, the lawful currency of Hong Kong from time to time
By order of the Board
Chairman
Hong Kong, 25 August 2014
As at the date of this announcement, Mr. Ding Benxi (Chairman), Mr. Qi Jie, Mr. Qu Dejun and Mr. Chen Chang Wei are the non-executive Directors; Mr. Liu Chaohui is the executive Director; and Mr. Liu Jipeng and Mr. Xue Yunkui are the independent non-executive Directors.
* English translation is provided for identification purpose only.
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