Wanda Hotel Development : (1) MAJOR AND CONNECTED TRANSACTIONS PROPOSED ASSIGNMENTS OF RECEIVABLES AND (2) CONTINUING CONNECTED TRANSACTIONS HOTEL DESIGN FRAMEWORK AGREEMENT AND HOTEL CONSTRUCTION MANAGEMENT FRAMEWORK AGREEMENT

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.

萬 達 酒 店 發 展 有 限 公 司

WANDA HOTEL DEVELOPMENT COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code : 169)

1. MAJOR AND CONNECTED TRANSACTIONS PROPOSED ASSIGNMENTS OF RECEIVABLES
   AND
2. CONTINUING CONNECTED TRANSACTIONS HOTEL DESIGN FRAMEWORK AGREEMENT AND

HOTEL CONSTRUCTION MANAGEMENT FRAMEWORK AGREEMENT

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

THE PROPOSED ASSIGNMENTS OF RECEIVABLES

Reference is made to the announcement of the Company dated 16 January 2018 in relation to the disposal of the London Property Project. Reference is also made to the announcement of the Company dated 29 January 2018 in relation to the disposal of the Australia Property Projects.

On 18 October 2019, the Company entered into the Deed of Assignment of London Project Receivables with Wanda HK pursuant to which the Company agreed to assign to Wanda HK and Wanda HK has agreed to accept the rights, title and benefits in and to and arising from the London Project Receivables in the aggregate amount of £24,000,000 (equivalent to approximately HK$241,392,000).

On 18 October 2019, Wanda Australia RE entered into the Deed of Assignment of Australia Projects Receivables with Wanda HK pursuant to which Wanda Australia RE agreed to assign to Wanda HK and Wanda HK has agreed to accept the rights, title and benefits in and to and arising from the Australia Projects Receivables in the aggregate amount of AU$105,000,000 (equivalent to approximately HK$556,773,000).

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THE FRAMEWORK AGREEMENTS

On 18 October 2019, the Company entered into (i) the Hotel Design Framework Agreement with Dalian Wanda Group, pursuant to which Dalian Wanda Group and/or its subsidiaries may from time to time engage the Group including Wanda Hotel Management (HK) to provide Hotel Design Services (as defined below) for the hotel projects of Dalian Wanda Group; and (ii) the Hotel Construction Management Framework Agreement with Dalian Wanda Group, pursuant to which Dalian Wanda Group and/or its subsidiaries may from time to time engage the Group including Wanda Hotel Management (HK) to provide hotel construction management services for the hotel projects of Dalian Wanda Group.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) by aggregating the transactions contemplated under the Deed of Assignment of Australia Projects Receivables and the Deed of Assignment of London Project Receivables exceed 25% but are less than 75%, the Proposed Assignments constitute a major transaction for the Company under Chapter 14 of the Listing Rules. Further, as Wanda HK is an indirect holding company of the Company, Wanda HK is a connected person of the Company under Chapter 14A of the Listing Rules and the Proposed Assignments also constitute connected transactions of the Company. Accordingly, the Proposed Assignments are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements set out in Chapter 14 and Chapter 14A of the Listing Rules.

As at the date of this announcement, Dalian Wanda Group is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreements constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) of the proposed annual caps in respect of the Framework Agreements exceeds 5%, the transactions contemplated under the Framework Agreements shall be subject to the reporting, announcement, annual review, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

The SGM will be convened for the Independent Shareholders to consider and, if thought fit, to approve, among others, the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder. Wanda Overseas, being an associate of Wanda HK and Dalian Wanda Group, is interested in 3,055,043,100 Shares representing approximately 65.04% of the issued share capital of the Company as at the date of this announcement, will abstain from voting on the relevant resolution(s) to be proposed at the SGM to approve the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder. To the best of the knowledge of the Directors, as at the date of this announcement, no other Shareholder will be required to abstain from voting thereat as no other Shareholder has any interest in the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder which is different from the other Shareholders.

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A circular containing, among other things, (i) details of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder; (ii) the advice and recommendation of the Independent Board Committee in respect of the Proposed Assignments, Framework Agreements and the transactions contemplated thereunder; (iii) the advice and recommendation of the Independent Financial Adviser regarding the terms of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder; (iv) other information as required under the Listing Rules; and (v) a notice convening the SGM and a proxy form, shall be despatched to the Shareholders on or before 8 November 2019.

WARNING

Completion of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder are subject to the satisfaction of the conditions precedent thereto, including approval by the Independent Shareholders and as such, the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and other securities of the Company.

THE PROPOSED ASSIGNMENTS

Reference is made to the announcement of the Company dated 16 January 2018 in relation to the disposal of the London Property Project. Reference is also made to the announcement of the Company dated 29 January 2018 in relation to the disposal of the Australia Property Projects.

On 18 October 2019, the Company entered into the Deed of Assignment of London Project Receivables with Wanda HK pursuant to which the Company agreed to assign to Wanda HK and Wanda HK has agreed to accept the rights, title and benefits in and to and arising from the London Project Receivables in the aggregate amount of £24,000,000 (equivalent to approximately HK$241,392,000), on the terms and subject to conditions set out thereunder.

On 18 October 2019, Wanda Australia RE entered into the Deed of Assignment of Australia Projects Receivables with Wanda HK pursuant to which Wanda Australia RE agreed to assign to Wanda HK and Wanda HK has agreed to accept the rights, title and benefits in and to and arising from the Australia Projects Receivables in the aggregate amount of AU$105,000,000 (equivalent to approximately HK$556,773,000), on the terms and subject to conditions set out thereunder.

1. DEED OF ASSIGNMENT OF LONDON PROJECT RECEIVABLES

A summary of the principal terms of the Deed of Assignment of London Project Receivables is set out as follows:

Date:	18 October 2019
Assignor:	The Company
Assignee:	Wanda HK

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Subject matter:	The Company agreed to assign to Wanda HK and Wanda
	HK has agreed to accept the rights, title and benefits in
	and to and arising from the London Project Receivables,
	on the terms and subject to conditions set out under the
	Deed of Assignment of London Project Receivables,
	under which Wanda HK also agreed to indemnify the
	Company for all claims arising from the London SPA and
	any loss, debt, damage, loss and other fees incurred by the
	Company resulting from such claim.
Consideration:	The consideration for the London Project Receivables was
	determined and agreed on the basis of the face value of
	the London Project Receivables which is in the aggregate
	amount of £24,000,000 (equivalent to approximately
	HK$241,392,000) and will be off-set and deducted from
	the USD Loan on a dollar-for-dollar basis at a foreign
	exchange rate expressed as the amount of US$ per one
	£ quoted by the People's Bank of China as at the date of
	Closing. As such, the Company does not expect to record
	any gain or loss from the Proposed Assignment.
Conditions:	Closing shall be conditional upon the satisfaction of the
	following Conditions:
	(1) the Company having obtained the Independent
	Shareholders' approval for the Deed of Assignment
	of London Project Receivables and the transactions
	contemplated thereunder at the SGM; and
	(2) all requisite approvals from third parties (including
	any applicable governmental and regulatory
	authorities) in connection with the entering into
	and performance of the terms of the Deed of
	Assignment of London Project Receivables having
	been obtained.
	If any of the above Conditions have not been fulfilled on
	or before 31 December 2019, all rights and obligations of
	the parties to the Deed of Assignment of London Project
	Receivables shall cease and terminate, save and except
	for any antecedent breach thereof.
Closing:	Closing will take place within 1 business day after the
	Conditions have been fulfilled in accordance with the
	Deed of Assignment of London Project Receivables.

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1. DEED OF ASSIGNMENT OF AUSTRALIA PROJECTS RECEIVABLES

A summary of the principal terms of the Deed of Assignment of Australia Projects Receivables is set out as follows:

Date:	18 October 2019
Assignor:	Wanda Australia RE
Assignee:	Wanda HK
Subject matter:	Wanda Australia RE agreed to assign to Wanda HK
	and Wanda HK has agreed to accept the rights, title and
	benefits in and to and arising from the Australia Projects
	Receivables, on the terms and subject to conditions set
	out under the Deed of Assignment of Australia Projects
	Receivables, under which Wanda HK also agreed to
	indemnify Wanda Australia RE for all claims arising from
	the Australia SPA and any loss, debt, damage, loss and
	other fees incurred by the Company resulting from such
	claim.
Consideration:	The consideration for the Australia Projects Receivables
	was determined and agreed on the basis of the face value
	of the Australia Projects Receivables which is in the
	aggregate amount of AU$105,000,000 (equivalent to
	approximately HK$556,773,000) and will be off-set and
	deducted from the AUD Loan on a dollar-for-dollar basis.
	As such, the Company does not expect to record any gain
	or loss from the Proposed Assignment.
Conditions:	Closing shall be conditional upon the satisfaction of the
	following Conditions:
	(1) the Company having obtained the Independent
	Shareholders' approval for the Deed of Assignment
	of Australia Projects Receivables and the
	transactions contemplated thereunder at the SGM;
	and
	(2) all requisite approvals from third parties (including
	any applicable governmental and regulatory
	authorities) in connection with the entering into and
	performance of the terms of the Deed of Assignment
	of Australia Projects Receivables having been
	obtained.

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	If any of the above Conditions have not been fulfilled on
	or before 31 December 2019, all rights and obligations
	of the parties to the Deed of Assignment of Australia
	Projects Receivables shall cease and terminate, save and
	except for any antecedent breach thereof.
Closing:	Closing will take place within 1 business day after the
	Conditions have been fulfilled in accordance with the
	Deed of Assignment of Australia Projects Receivables.

REASONS FOR AND BENEFITS OF AND FINANCIAL EFFECTS OF THE PROPOSED ASSIGNMENTS

As at the date of this announcement, the Company recorded Australia Projects Receivables and London Project Receivables in the amount of AU$105,000,000 (equivalent to approximately HK$556,773,000) and £24,000,000 (equivalent to approximately HK$241,392,000) respectively.

The Proposed Assignments offer the Group an opportunity to eliminate the inherent risk of non- recoverability associated with such amounts and enable the Company to save time and resources that will otherwise be utilized for recovering and collecting the Australia Projects Receivables and the London Project Receivables. Besides, as the Australia Projects Receivables and the London Project Receivables will be off-set and deducted from the AUD Loan and the USD Loan respectively on a dollar-for-dollar basis, this would significantly reduce the outstanding loan owing to Wanda HK by the Group and in turn enhance the Company's loan to equity ratio. The Company will therefore benefit from a better capital structure and reduce its debt obligations which it would otherwise have been required to repay at maturity of the AUD Loan and the USD Loan.

The Proposed Assignments are not expected to give rise to any gain or loss and any change to the net asset value of the Company.

Based on the above, the Directors (excluding the independent non-executive Directors whose views will, after receiving the advice from the Independent Financial Adviser, be set out in the letter from the Independent Board Committee in the circular to be despatched to the Shareholders) consider that the Proposed Assignments are in the interests of the Company and the Shareholders as a whole, on normal commercial terms and that the terms of the Proposed Assignments are fair and reasonable.

THE FRAMEWORK AGREEMENTS

On 18 October 2019, the Company entered into (i) the Hotel Design Framework Agreement with Dalian Wanda Group, pursuant to which Dalian Wanda Group and/or its subsidiaries may from time to time engage the Group including Wanda Hotel Management (HK) to provide Hotel Design Services (as defined below) for the hotel projects of Dalian Wanda Group; and (ii) the Hotel Construction Management Framework Agreement with Dalian Wanda Group, pursuant to which Dalian Wanda Group and/or its subsidiaries may from time to time engage the Group including Wanda Hotel Management (HK) to provide hotel construction management services for the hotel projects of Dalian Wanda Group.

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1. HOTEL DESIGN FRAMEWORK AGREEMENT

A summary of the principal terms of the Hotel Design Framework Agreement is set out as follows:

Date:	18 October 2019
Parties:	(i) Dalian Wanda Group, a controlling shareholder of
	the Company as at the date of this announcement
	(ii) The Company
Term:	From the day on which Independent Shareholders'
	approval in respect of the Hotel Design Framework
	Agreement is obtained at the SGM to 31 December 2021
Services:	Pursuant to the Hotel Design Framework Agreement,
	Dalian Wanda Group and/or its subsidiaries may from
	time to time engage the Group including Wanda Hotel
	Management (HK) to provide hotel design consulting
	services (the "Hotel Design Services") which may
	include, but not limited to, the below services for Dalian
	Wanda Group's hotel projects:
	(i) interior, furniture, fixtures and equipment design
	and consulting services;
	(ii) back-of-house area design review services;
	(iii) outdoor direction signage and indoor lighting design
	consulting services; and
	(iv) kitchen and launderette area design services.
	Dalian Wanda Group and/or its subsidiaries and the Group
	shall enter into separate agreements (the "Individual
	Hotel Design Agreement(s)") in relation to the provision
	of Hotel Design Services for relevant projects, which
	shall be subject to the terms and conditions under the
	Hotel Design Framework Agreement and the annual caps
	thereunder. The duration of each Individual Hotel Design
	Agreement shall not exceed the term of the Hotel Design
	Framework Agreement and the terms of the Individual
	Hotel Design Agreements shall be made on normal
	commercial terms.

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Service fees and	The service fees payable by Dalian Wanda Group to
pricing policy:	the Group for the Hotel Design Services under each
	Individual Hotel Design Agreement shall be fair and
	reasonable and shall be determined with reference to
	the prevailing market prices by taking into account the
	quotations obtained by Dalian Wanda Group from at least
	two independent third party suppliers for the provision
	of equivalent or similar services in their ordinary course
	of business and which shall not, from the Group's
	perspective, be less favourable than the rates charged and
	terms for equivalent or similar services provided by the
	Group to independent third party in hotels of equivalent
	or similar grading.
	In order to ensure that the terms of the Individual Hotel
	Design Agreements signed on or after the date of the
	Hotel Design Framework Agreement are and will be
	made on normal commercial terms, the Group will
	establish a review mechanism to monitor the prevailing
	service fees and contractual terms for equivalent or
	similar services in the market and approve in advance the
	terms of each Individual Hotel Design Agreement signed
	on or after the date of the Hotel Design Framework
	Agreement to ensure that its actual service fees rates and
	contractual terms shall not, from the Group's perspective,
	be less favourable than the rates charged and terms for
	equivalent or similar services provided by the Group to
	independent third parties in hotels of equivalent or similar
	grading. If in the future the Group is of the view that the
	service fees and contractual terms fixed under the Hotel
	Design Framework Agreement are, from the Group's
	perspective, less favourable than that provided by the
	Group to independent third parties at the time, the Group
	will use its best endeavours to negotiate revised service
	fees and contractual terms with Dalian Wanda Group
	under the Hotel Design Framework Agreement to ensure
	that each new Individual Hotel Design Agreement to be
	entered into at the time will be no less favourable than the
	rates charged and terms for equivalent or similar services
	provided by the Group to independent third parties in
	hotels of equivalent or similar grading during the same
	period.

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Annual caps:	The annual caps of the maximum aggregate amounts
	payable by Dalian Wanda Group for each of the three
	years ending 31 December 2021 for the provision of
	Hotel Design Services by the Group are set out below:
		Year ending 31 December
		2019	2020	2021
	Annual caps
	(RMB million)	52.34	92.45	70.92

The annual caps in respect of the transactions contemplated under the Hotel Design Framework Agreement are arrived at after taking into consideration of, among others, (i) the anticipated demand for Hotel Design Services by Dalian Wanda Group based on the current development plan of the existing property projects of Dalian Wanda Group; (ii) the prevailing market prices for the relevant design services; and (iii) a buffer of 25% taking into account, among others, (a) the inflation expected during the term of the Hotel Design Framework Agreement; (b) the potential additional demand for Hotel Design Services by Dalian Wanda Group during the term of the Hotel Design Framework Agreement; and (c) the possibility of early or delay in revenue recognition due to the progress of Hotel Design Services during the term of the Hotel Design Framework Agreement.

1. HOTEL CONSTRUCTION MANAGEMENT FRAMEWORK AGREEMENT

A summary of the principal terms of the Hotel Construction Management Framework Agreement is set out as follows:

Date:	18 October 2019
Parties:	(i)	Dalian Wanda Group, a controlling shareholder of
		the Company as at the date of this announcement
	(ii)	The Company
Term:	From the day on which Independent Shareholders'
	approval in respect of the Hotel Construction
	Management Framework Agreement is obtained at the
	SGM to 31 December 2021

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Services:	Pursuant to the Hotel Construction Management
	Framework Agreement, Dalian Wanda Group and/
	or its subsidiaries may from time to time engage the
	Group including Wanda Hotel Management (HK) to
	provide hotel construction management services. For the
	avoidance of doubt, such services do not include project
	design, construction and supervision work, in respect
	of which Dalian Wanda Group should hire relevant
	professional advisory body(ies) and be responsible for
	such expenses.
	Dalian Wanda Group and/or its subsidiaries and the Group
	shall enter into separate agreements (the "Individual
	Hotel Construction Management Agreement(s)")
	in relation to the provision of hotel construction
	management services for relevant projects, which shall
	be subject to the terms and conditions under the Hotel
	Construction Management Framework Agreement and the
	annual caps thereunder. The duration of each Individual
	Hotel Construction Management Agreement shall not
	exceed the term of the Hotel Construction Management
	Framework Agreement and the terms of the Individual
	Hotel Construction Management Agreements shall be
	made on normal commercial terms.
Service fees and	The service fees payable by Dalian Wanda Group to the
pricing policy:	Group for the hotel construction management services
	for each hotel shall be fair and reasonable and the
	consultation and hotel construction management service
	fees for each project shall be charged according to the
	project area and such fee shall not exceed RMB136 per
	square meter.

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In order to ensure that the terms of the Individual Hotel Construction Management Agreements shall be made on normal commercial terms or better, the actual service fees rates for each Individual Hotel Construction Management Agreement shall be determined with reference to the prices and terms provided by the Group to independent third parties for similar services. In order to ensure that the terms of the Individual Hotel Construction Management Agreements signed on or after the date of the Hotel Construction Management Framework Agreement are and will be made on normal commercial terms, the Group will establish a review mechanism to monitor the prevailing service fees and contractual terms for equivalent or similar services in the market and approve in advance the terms of each Individual Hotel Construction Management Agreement signed on or after the date of the Hotel Construction Management Framework Agreement to ensure that its actual service fees rates and contractual terms shall not, from the Group's perspective, be less favourable than the rates charged and terms for equivalent or similar services provided by the Group to independent third party in hotels of equivalent or similar grading. If in the future the Group is of the view that the service fees and contractual terms fixed under the Hotel Construction Management Framework Agreement are, from the Group's perspective, less favourable than that provided by the Group to independent third parties at the time, the Group will use its best endeavours to negotiate revised service fees and contractual terms with Dalian Wanda Group under the Hotel Construction Management Framework Agreement to ensure that each new Individual Hotel Construction Management Agreement to be entered into at the time will be no less favourable than the rates charged and terms for equivalent or similar services provided by the Group to independent third parties in hotels of equivalent or similar grading during the same period.

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Annual caps:	The annual caps of the maximum aggregate amounts
	payable by Dalian Wanda Group for each of the three
	years ending 31 December 2021 for the provision of hotel
	construction management services by the Group are set
	out below:
		Year ending 31 December
		2019	2020	2021
	Annual caps
	(RMB million)	10.87	31.69	25.12

The annual caps in respect of the transactions contemplated under the Hotel Construction Management Framework Agreement are arrived at after taking into consideration of, among others, (i) the anticipated demand for hotel construction management services by Dalian Wanda Group based on the current development plan of the existing hotel projects of Dalian Wanda Group; (ii) the prevailing market prices for the relevant hotel construction management services; and (iii) a buffer of 25% taking into account, among others, (a) the inflation expected during the term of the Hotel Construction Management Framework Agreement; (b) the potential additional demand for hotel construction consulting services by Dalian Wanda Group during the term of the Hotel Construction Management Framework Agreement; and (c) the possibility of early or delay in revenue recognition due to the progress of hotel project construction consulting services during the term of the Hotel Construction Management Framework Agreement.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENTS

Entering into the Framework Agreements is consistent with the Company's business strategy to capitalise on the Group's hotel management expertise, improve its business operations and maximize return to its Shareholders, especially in light of the Company's recent completion of the acquisition of Wanda Hotel Management (HK), a leading hotel services provider in China with comprehensive capabilities in hotel management and operation, hotel design, and hotel construction management. This enables the Company to achieve scale and market leadership in the hospitality and tourism industry and should create value for the Shareholders. It also expands the Company's revenue resources and improve the Company's profitability. This is in line with the Group's plan to adopt an asset-light business model and the strategic goal of achieving long-term development of the Group and sustainable growth of the Shareholders' value in the long run.

The Directors (excluding the independent non-executive Directors whose views will, after receiving the advice from the Independent Financial Adviser, be set out in the letter from the Independent Board Committee in the circular to be despatched to the Shareholders) consider that the terms of the Framework Agreements and the continuing connected transactions contemplated thereunder (including the annual caps) are entered into in the ordinary and usual course of business of the Company, were negotiated on an arm's length basis and are on normal commercial terms, and are fair and reasonable and in the interests of the Shareholders and the Company as a whole.

I N T E R N A L C O N T R O L M E A S U R E S O N C O N T I N U I N G C O N N E C T E D TRANSACTIONS

In order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted certain measures in monitoring the transactions under the Framework Agreements including the following, for so long as the transactions constitute continuing connected transactions of the Company:

1. the legal department of the Company is responsible for the review of any Individual Hotel Design Agreement and Individual Hotel Construction Management Agreement to ensure that the terms thereunder are made in accordance with the terms and conditions (including the pricing policies) of the Hotel Design Framework Agreement and the Hotel Construction Management Framework Agreement, respectively;
2. the Company has designated certain members of the management to closely monitor subsisting and potential connected transactions of the Group on a regular basis and will review the transactions under the Framework Agreements with Dalian Wanda Group and its subsidiaries to identify any continuing connected transaction that may be at risk of exceeding the annual caps so as to ensure that relevant Listing Rules requirements have been re-complied before any annual cap is being exceeded; and
3. the Company will report any Individual Hotel Design Agreement and Individual Hotel Construction Management Agreement to the independent non-executive Directors for their review during each of the audit committee meetings according to the audit committee meeting agenda. The Company shall ensure that such kind of reporting shall be conducted not less than twice a year.
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INFORMATION OF THE PARTIES INVOLVED

The Group

The Group is principally engaged in property development, property investment, property management, development and operation of hotel, hotel management, hotel design and hotel construction management.

Wanda Australia RE

Wanda Australia RE is a joint venture platform in Australia formed by the Company with Wanda HK for the joint acquisition and development of suitable real property projects in Australia. The Company holds 60% of Wanda Australia RE and Wanda HK holds 40%. It is a non-wholly owned subsidiary of the Company.

Wanda HK

Wanda HK is principally engaged in the business of investment holding. It is a controlling shareholder of the Company.

Dalian Wanda Group

Dalian Wanda Group is a large multinational conglomerate focusing on modern services. Its core industries are commercial management, cultural industry, real estate and investment. It is the ultimate holding company of the Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) by aggregating the transactions contemplated under the Deed of Assignment of Australia Projects Receivables and the Deed of Assignment of London Project Receivables exceed 25% but are less than 75%, the Proposed Assignments constitute a major transaction for the Company under Chapter 14 of the Listing Rules. Further, as Wanda HK is an indirect holding company of the Company, Wanda HK is a connected person of the Company under Chapter 14A of the Listing Rules and the Proposed Assignments also constitute connected transactions of the Company. Accordingly, the Proposed Assignments are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements set out in Chapter 14 and Chapter 14A of the Listing Rules.

As at the date of this announcement, Dalian Wanda Group is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreements constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) of the proposed annual caps in respect of the Framework Agreements exceeds 5%, the transactions contemplated under the Framework Agreements shall be subject to the reporting, announcement, annual review, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

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GENERAL

The SGM

The SGM will be convened for the Independent Shareholders to consider and, if thought fit, to approve, among others, the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder. Wanda Overseas, being an associate of Wanda HK and Dalian Wanda Group, is interested in 3,055,043,100 Shares representing approximately 65.04% of the issued share capital of the Company as at the date of this announcement, will abstain from voting on the relevant resolution(s) to be proposed at the SGM to approve the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder. To the best of the knowledge of the Directors, as at the date of this announcement, no other Shareholder will be required to abstain from voting thereat as no other Shareholder has any interest in the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder which is different from the other Shareholders.

The Independent Board Committee and the Independent Financial Adviser

The Independent Board Committee, comprising all the independent non-executive Directors, namely Dr. Chen Yan, Mr. He Zhiping, Dr. Teng Bing Sheng, has been established and will advise the Independent Shareholders as to (i) whether the terms of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder are fair and reasonable, (ii) whether the transactions contemplated thereunder are on normal commercial terms or better and in the ordinary and usual course of business of the Group, (iii) whether the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and (iv) how to vote on the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder at the SGM, taking into account of the recommendation of the Independent Financial Adviser.

None of the members of the Independent Board Committee has any interest or involvement in the transactions contemplated under the Proposed Assignments and/or the Framework Agreements. The Independent Board Committee will form its view in respect of the terms of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder after obtaining and considering the advice from the Independent Financial Adviser.

The Company has appointed Opus Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard under the Listing Rules.

Despatch of circular

A circular containing, among other things, (i) details of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder; (ii) the advice and recommendation of the Independent Board Committee in respect of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder; (iii) the advice and recommendation of the Independent Financial Adviser regarding the terms of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder; (iv) other information as required under the Listing Rules; and (v) a notice convening the SGM and a proxy form, shall be despatched to the Shareholders on or before 8 November 2019.

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WARNING

Completion of the Proposed Assignments, the Framework Agreements and the transactions contemplated thereunder are subject to the satisfaction of the conditions precedent thereto, including approval by the Independent Shareholders and as such, the Proposed Assignments and the Framework Agreements and the transactions contemplated thereunder may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and other securities of the Company.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"associate(s)"	has the meaning ascribed thereto in the Listing Rules
"AUD Loan"	a loan in the principal amount of AU$105,000,000 (equivalent
	to approximately HK$556,773,000) advanced by Wanda HK to
	Wanda Australia RE which is payable on demand and remains
	outstanding as at the date of this announcement
"Australia Projects	the receivables in the aggregate amount of AU$105,000,000
Receivables"	(equivalent to approximately HK$556,773,000) due to Wanda
	Australia RE owing to Group's disposal of the Australia
	Property Projects
"Australia Property Projects"	the rights and interests in the real estate development project
	located at One Alfred Street, Circular Quay, Sydney Australia
	and 38-44 Old Burleigh Road, Surfers Paradise, Queensland,
	Australia, details of which are disclosed in the Company's
	announcement dated 29 January 2018
"Australia SPA"	the master agreement dated 18 January 2019 entered into by
	Wanda Australia RE, AWH Investment Group Pty Ltd and
	Wanda Australia Commercial Properties Pty Ltd. relating to the
	disposal of the Australia Property Projects, details of which are
	disclosed in the Company's announcement dated 29 January
	2018
"AU$"	Australian dollar, the lawful currency of Australia
"Board"	the Board of Directors
"Closing"	the closing of the Proposed Assignments pursuant to the Deed
	of Assignment of Australia Projects Receivables and/or the
	Deed of Assignment of London Project Receivables

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"Company"	Wanda Hotel Development Company Limited, a company
		incorporated in Bermuda with limited liability, the issued shares
		of which are listed on the main board of the Stock Exchange
"Conditions"	the conditions precedent to Closing
"connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"controlling shareholder(s)"	has the meaning as ascribed to it in the Listing Rules
"Dalian Wanda Group"	大連萬達集團股份有限公司 (Dalian Wanda Group Co.,
		Ltd*), a joint stock company incorporated in the PRC with
		limited liability, and a controlling shareholder of the Company
"Deed of Assignment of	the deed of assignment of Australia Projects Receivables dated
	Australia Projects	18 October 2019 entered into by Wanda Australia RE and
	Receivables"	Wanda HK
"Deed of Assignment of	the deed of assignment of London Project Receivables dated
	London Project Receivables"	18 October 2019 entered into by the Company and Wanda HK
"Director(s)"	the director(s) of the Company
"Framework Agreements"	the Hotel Design Framework Agreement and the Hotel
		Construction Management Framework Agreement
"Group"	the Company and its subsidiaries
"Hong Kong"	The Hong Kong Special Administrative Region of the People's
		Republic of China
"Hotel Construction	the hotel construction management services framework
	Management Framework	agreement entered into between the Company and Dalian
	Agreement"	Wanda Group on 18 October 2019
"Hotel Design Framework	the hotel design consulting services framework agreement
	Agreement"	entered into between the Company and Dalian Wanda Group on
		18 October 2019
"Hotel Design Services"	has the meaning ascribed to it in the section headed
		"Hotel Design Framework Agreement - Services" of this
		announcement
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong

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"Independent Board	the independent committee of the Board comprising all the
	Committee"	independent non-executive Directors, being Dr. Chen Yan, Mr.
		He Zhiping, Dr. Teng Bing Sheng, established for the purpose
		of advising the Independent Shareholders on the Proposed
		Assignment, the Framework Agreements and the transactions
		contemplated thereunder
"Independent Financial	Opus Capital Limited, a corporation licensed under the
	Adviser" or	Securities and Futures Ordinance (Chapter 571 of the Laws of
	"Opus Capital"	Hong Kong) to carry out Type 1 (dealing in securities) and Type
		6 (advising on corporate finance) regulated activities, being
		the independent financial adviser engaged by the Company to
		advise the Independent Board Committee and the Independent
		Shareholders on the Proposed Assignment, the Framework
		Agreements and the transactions contemplated thereunder
"independent third party(ies)"	the party(ies) which is/are independent of the Group and the
		connected persons of the Company
"Individual Hotel Construction	has the meaning ascribed to it in the section headed "The
	Management Agreement"	Framework Agreements - Hotel Construction Management
		Framework Agreement - Services" of this announcement
"Individual Hotel Design	has the meaning ascribed to it in the section headed "The
	Agreement"	Framework Agreements - Hotel Design Framework Agreement
		- Services" of this announcement
"Independent Shareholders"	the Shareholders other than Wanda Overseas and its associates
"LIBOR"	the London Inter-bank Offered Rate
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
		Exchange
"London Property Project"	the project for the redevelopment of the property located at
		Market Towers, 1 Nine Elms Lane, London SW8 5NQ, United
		Kingdom, details of which are disclosed in the Company's
		announcement dated 16 January 2018
"London Project Receivables"	the receivables in the aggregate amount of £24,000,000
		(equivalent to approximately HK$241,392,000) due to the
		Company owing to the Group's disposal of the London
		Property Project
"London SPA"	the sale and purchase agreement (as amended) dated 16 January
		2018 entered into by the Company and an independent third
		party relating to the disposal of the London Property Project,
		details of which are disclosed in the Company's announcement
		dated 16 January 2018
		- 18 -

"Proposed Assignment(s)"	the transactions contemplated under the Deed of Assignment of
	Australia Projects Receivables and/or the Deed of Assignment
	of London Project Receivables
"RMB"	Renminbi, the lawful currency of the People's Republic of
	China
"SGM"	the special general meeting of the Company to be convened
	and held for the Independent Shareholders to consider and, if
	thought fit, approve the Proposed Assignments, the Framework
	Agreements and the transactions contemplated thereunder
"Share(s)"	the ordinary share(s) in the share capital of the Company
"Shareholder(s)"	the holder(s) of the issued Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"USD Loan"	a loan in the principal amount of approximately US$200,000,000
	(equivalent to approximately HK$1,568,760,000) at three-month
	LIBOR rate plus 1% advanced by Wanda HK to the Company
	which remains outstanding as at the date of this announcement
"US$"	United States dollar, the lawful currency of the United States of
	America
"Wanda Australia RE"	Wanda Australia Real Estate Investment Co., Limited, a
	company with limited liability incorporated under the laws
	of Hong Kong and a non-wholly owned subsidiary of the
	Company
"Wanda HK"	Wanda Commercial Properties (Hong Kong) Co. Limited (萬達
	商業地產（香港）有限公司), a company with limited liability
	incorporated under the laws of Hong Kong, a controlling
	shareholder of the Company
"Wanda Hotel Management	Wanda Hotel Management (Hong Kong) Co. Limited (萬達
(HK)"	酒店管理（香港）有限公司), a company incorporated in Hong
	Kong with limited liability and a wholly owned subsidiary of
	the Company
"Wanda Overseas"	Wanda Commercial Properties Overseas Limited, a company
	incorporated in the British Virgin Islands with limited liability,
	a controlling shareholder of the Company
"£"	British pound sterling, the lawful currency of the United
	Kingdom
"%"	per cent
*For identification purpose only

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For the purpose of this announcement and for illustration purpose only, the exchange rate between US$ and HK$ is 1: 7.8438, the exchange rate between £ and HK$ is 1: 10.0580 and the exchange rate between AU$ and HK$ is 1: 5.3026 and no representation is made that any amount in US$ or £ or HK$ or AU$ could have been or could be converted at such rates or at any other rates.

By order of the Board

Wanda Hotel Development Company Limited

Ding Benxi

Chairman

Hong Kong, 18 October 2019

As at the date of this announcement, Mr. Ding Benxi (Chairman), Mr. Zhang Lin and Mr. Han Xu are the non-executive Directors; Mr. Ning Qifeng is the executive Director; and Dr. Chen Yan, Mr. He Zhiping and Dr. Teng Bing Sheng are the independent non-executive Directors.

- 20 -