Wanda Hotel Development : Announcements and Notices - Announcement Continuing Connected Transactions Novation of and Supplemental Agreements in Relation to Tenancy Agreements

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WANDA HOTEL DEVELOPMENT COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code : 169)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS NOVATION OF AND SUPPLEMENTAL AGREEMENTS

IN RELATION TO TENANCY AGREEMENTS

Reference is made to the announcement of the Company dated 27 September 2016 in relation to, among other things, the Kidsland Tenancy Agreement dated 8 June 2015 entered into between Guilin Project Company and Wanda Kidsland and the Cinema Tenancy Agreement dated 8 September 2015 entered into between Guilin Project Company and Wanda Cinema. Reference is also made to the announcement of the Company dated 29 June 2018 in relation to, among other things, the Kidsplace Tenancy Agreement dated 29 June 2018 entered into between Guilin Project Company and Guilin Wanda Kids and the Early Education Tenancy Agreement dated 29 June 2018 entered into between Guilin Project Company and Horgos Wanda Education.

THE NOVATION OF AND SUPPLEMENTAL AGREEMENTS IN RELATION TO THE TENANCY AGREEMENTS

On 2 August 2019, Guilin Project Company as landlord has entered into the Kidsland Supplemental Agreement, the Early Education Supplemental Agreement and the Kidsplace Supplemental Agreement with each of Wanda Kidsland, Horgos Wanda Education and Guilin Wanda Kids as a tenant to amend the terms under the Kidsland Tenancy Agreement, the Early Education Tenancy Agreement and the Kidsplace Tenancy Agreement respectively.

On 2 August 2019, Guilin Project Company also entered into the Novation Agreement with Wanda Cinema and Nanning Wanda Cinema, pursuant to which Wanda Cinema agreed to novate and Nanning Wanda Cinema agreed to assume all of Wanda Cinema's rights and obligations in and under the Cinema Tenancy Agreement from 2 August 2019 for the remaining term of the Cinema Tenancy Agreement.

LISTING RULES IMPLICATION

As at the date of this announcement, DWCM is an indirect holding company of the Company. DWCM is in turn controlled by Dalian Wanda Group which is in turn controlled by Mr. Wang Jianlin. DWCM, Dalian Wanda Group and Mr. Wang Jianlin as controlling shareholders of the Company are connected persons of the Company under the Listing Rules. Since (i) Wanda Kidsland is indirectly wholly-owned by Mr. Wang Jianlin; (ii) Horgos Wanda Education is indirectly wholly-owned by Dalian Wanda Group; (iii) Guilin Wanda Kids is indirectly wholly-owned by Mr. Wang Jianlin; (iv) Wanda Cinema is an indirect non-wholly owned subsidiary of Dalian Wanda Group; and (v) Nanning Wanda Cinema is an indirect non-wholly owned subsidiary of Dalian Wanda Group; each of Wanda Kidsland, Horgos Wanda Education, Guilin Wanda Kids, Wanda Cinema and Nanning Wanda Cinema is a connected person of the Company under the Listing Rules. Accordingly, each of the Tenancy Agreements entered into by Guilin Project Company with Wanda Kidsland, Horgos Wanda Education, Guilin Wanda Kids and Wanda Cinema and the transactions contemplated thereunder constituted continuing connected transactions of the Company under the Listing Rules.

The Novation Agreement and the Supplemental Agreements constitute amendments to the respective Tenancy Agreements with effect from 2 August 2019 for the remaining term of the respective Tenancy Agreements.

Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Tenancy Agreements and the Carpark Tenancy Agreement shall be aggregated. As the highest applicable percentage ratio (as defined under the Listing Rules) (other than the profits ratio) in respect of the aggregated annual caps of the Tenancy Agreements (taking into account the revisions referred to above) and the Carpark Tenancy Agreement exceeds 0.1% but is below 5%, the transactions under the Tenancy Agreements (as amended by the Novation Agreement and the Supplemental Agreements) are subject to the reporting, announcement and annual review requirements but are exempt from the independent Shareholders' approval requirement pursuant to Rule 14A.76 of the Listing Rules.

INTRODUCTION

Reference is made to the announcement of the Company dated 27 September 2016 in relation to, among other things, the Kidsland Tenancy Agreement dated 8 June 2015 entered into between Guilin Project Company and Wanda Kidsland and the Cinema Tenancy Agreement dated 8 September 2015 entered into between Guilin Project Company and Wanda Cinema. Reference is also made to the announcement of the Company dated 29 June 2018 in relation to, among other things, the Kidsplace Tenancy Agreement dated 29 June 2018 entered into between Guilin Project Company and Guilin Wanda Kids and the Early Education Tenancy Agreement dated 29 June 2018 entered into between Guilin Project Company and Horgos Wanda Education.

On 2 August 2019, Guilin Project Company as landlord has entered into the Kidsland Supplemental Agreement, the Early Education Supplemental Agreement and the Kidsplace Supplemental Agreement with each of Wanda Kidsland, Horgos Wanda Education and Guilin Wanda Kids as a tenant to amend the terms under the Kidsland Tenancy Agreement, the Early Education Tenancy Agreement and the Kidsplace Tenancy Agreement respectively.

On 2 August 2019, Guilin Project Company also entered into the Novation Agreement with Wanda Cinema and Nanning Wanda Cinema, pursuant to which Wanda Cinema agreed to novate and Nanning Wanda Cinema agreed to assume all of Wanda Cinema's rights and obligations in and under the Cinema Tenancy Agreement from 2 August 2019 for the remaining term of the Cinema Tenancy Agreement.

KIDSLAND SUPPLEMENTAL AGREEMENT

On 2 August 2019, Guilin Project Company (as landlord) and Wanda Kidsland (as tenant) entered into a supplemental deed (the "Kidsland Supplemental Agreement") to amend certain terms in the Kidsland Tenancy Agreement. The principal amendments that are effected by the Kidsland Supplemental Agreement on the Kidsland Tenancy Agreement are set out below:

Leased area:

Term:the area leased under the Kidsland Tenancy Agreement is reduced from approximately 1,900 square meters to 1,776.92 square meters the amendment takes effect from 2 August 2019 for the remaining term of the Kidsland Tenancy Agreement, namely the period commencing from 2 August 2019 to 11 September 2020.

All other terms of the Kidsland Tenancy Agreement remain in full force and effect.

The term relating to the rental rate under the Kidsland Tenancy Agreement remains unchanged, but as a result of the downward adjustment of the area of the premises leased, the rental receivable by the Group under the Kidsland Tenancy Agreement will decrease by an average of approximately RMB7,800 per month for the remaining term of the Kidsland Tenancy Agreement.

REVISED ANNUAL CAP FOR THE KIDSLAND TENANCY AGREEMENT

As a result of the amendment to the terms of the Kidsland Tenancy Agreement under the Kidsland Supplemental Agreement, based on the monthly rent payable under the Kidsland Tenancy Agreement and taking into account a certain margin of buffer, the annual caps in respect of the total amounts payable by Wanda Kidsland to Guilin Project Company under the Kidsland Tenancy Agreement for the years ending 31 December 2019 and 2020 are revised as follows:

Year ending 31 December	2019	2020
Annual caps (RMB'000)	1,519	1,034

EARLY EDUCATION SUPPLEMENTAL AGREEMENT

On 2 August 2019, Guilin Project Company (as landlord) and Horgos Wanda Education (as tenant) entered into a supplemental deed (the "Early Education Supplemental Agreement") to amend certain terms in the Early Education Tenancy Agreement. The principal amendments that are effected by the Early Education Supplemental Agreement on the Early Education Tenancy Agreement are set out below:

Leased area:

the area leased under the Early Education Tenancy Agreement is reduced from approximately 1,170 square meters to 1,028.79 square meters

Term:

the amendment takes effect from 2 August 2019 for the remaining term of the Early Education Tenancy Agreement, namely the period commencing from 2 August 2019 to 30 June 2022.

All other terms of the Early Education Tenancy Agreement remain in full force and effect.

The term relating to the rental rate under the Early Education Tenancy Agreement remains unchanged, but as a result of the downward adjustment of the area of the premises leased, the rental receivable by the Group under the Early Education Tenancy Agreement will decrease by an average of approximately RMB8,400 per month for the remaining term of the Early Education Tenancy Agreement.

REVISED ANNUAL CAP FOR THE EARLY EDUCATION TENANCY AGREEMENT

As a result of the amendment to the terms of the Early Education Tenancy Agreement under the Early Education Supplemental Agreement, based on the monthly rent payable under the Early Education Tenancy Agreement and taking into account a certain margin of buffer, the annual caps in respect of the total amounts payable by Horgos Wanda Education to Guilin Project Company under the Early Education Tenancy Agreement for the years ending 31 December 2019, 2020, 2021 and 2022 are revised as follows:

Year ending 31 December	2019	2020	2021	2022
Annual caps (RMB'000)	747	717	741	377

KIDSPLACE SUPPLEMENTAL AGREEMENT

On 2 August 2019, Guilin Project Company (as landlord) and Guilin Wanda Kids (as tenant) entered into a supplemental deed (the "Kidsplace Supplemental Agreement") to amend certain terms in the Kidsplace Tenancy Agreement. The principal amendments that are effected by the Kidsplace Supplemental Agreement on the Kidsplace Tenancy Agreement are set out below:

Leased area:

the area leased under the Kidsplace Tenancy Agreement is reduced from approximately 550 square meters to 217.02 square metersTerm:

the amendment takes effect from 2 August 2019 for the remaining term of the Kidsplace Tenancy Agreement, namely the period commencing from 2 August 2019 to 30 June 2028.

All other terms of the Kidsplace Tenancy Agreement remain in full force and effect.

The term relating to the rental rate under the Kidsplace Tenancy Agreement remains unchanged, but as a result of the downward adjustment of the area of the premises leased, the rental receivable by the Group under the Kidsplace Tenancy Agreement will decrease by an average of approximately RMB11,600 per month for the remaining term of the Kidsplace Tenancy Agreement.

REVISED ANNUAL CAP FOR THE KIDSPLACE TENANCY AGREEMENT

As a result of the amendment to the terms of the Kidsplace Tenancy Agreement under the Kidsplace Supplemental Agreement, based on the monthly rent payable under the Kidsplace Tenancy Agreement and taking into account a certain margin of buffer, the annual caps in respect of the total amounts payable by Guilin Wanda Kids to Guilin Project Company under the Kidsplace Tenancy Agreement for the years ending 31 December 2019 to 2028 are revised as follows:

Year ending 31 December	2019	2020	2021	2022	2023
Annual caps (RMB'000)	150	83	85	88	92
Year ending 31 December	2024	2025	2026	2027	2028
Annual caps (RMB'000)	97	102	107	112	58

NOVATION AGREEMENT IN RELATION TO THE CINEMA TENANCY AGREEMENT

On 2 August 2019, Guilin Project Company has entered into a deed of novation with Wanda Cinema and Nanning Wanda Cinema (the "Novation Agreement"), pursuant to which (i) Wanda Cinema agreed to transfer and Nanning Wanda Cinema agreed to assume all of Wanda Cinema's rights and obligations in and under the Cinema Tenancy Agreement for the remaining term of the Cinema Tenancy Agreement from 2 August 2019 to 11 September 2035; and (ii) Guilin Project Company agreed to such change under the Cinema Tenancy Agreement.