Wanda Hotel Development : Announcements and Notices - (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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