Hengli Commercial Properties : Announcements and Notices - Proposed Reorganisation

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.

(Incorporated in Bermuda with limited liability)

(Stock Code : 169)

This announcement is made by Wanda Hotel Development Company Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance.

The Company has been informed by its parent company Wanda Commercial Properties Overseas Limited ("Wanda Overseas") that on 4 December 2017, Wanda Overseas signed a non- legally binding letter of intent (the "Letter of Intent") with Wanda Investment Holding Co. Limited ("New Holdco") pursuant to which it is intended that 3,055,043,100 ordinary shares of the Company (representing approximately 65.04% of all issued shares of the Company, the "Controlling Stake")), will be transferred to New Holdco (the "Proposed Transfer"). The Controlling Stake will be transferred at HK$1.20 per share, being a price determined by reference to mark prices of the shares of the Company prior to the waiver application to the SFC referred to below. As an alternative, the shares in Wanda Overseas (which is an entity whose assets comprise primarily the Controlling Stake) may be transferred to New Holdco instead and the aggregate consideration will be equal to that for the sale of the Controlling Stake. The Company has been informed that the parties to the Letter of Intent aim to execute a definitive sale and purchase agreement in respect of the Proposed Transfer no later than 31 January 2018.

Given that New Holdco is wholly-owned by Mr. Wang Jianlin ("Mr. Wang"), the ultimate controlling shareholder of the Company will be unchanged both before and after the Proposed Transfer. New Holdco has applied to the Securities and Futures Commission of Hong Kong for a waiver of any obligation under the Code on Takeovers and Mergers to make a general offer in connection with the Proposed Transfer and this waiver has been granted. To the extent that Wanda Overseas is transferred, instead of the Controlling Stake, any application to the Securities and Futures Commission of Hong Kong will be updated accordingly.

By order of the Board

Chairman

Hong Kong, 4 December 2017

As at the date of this announcement, Mr. Ding Benxi (Chairman), Mr. Zhang Lin, Mr. Hui Yung, Chris are the non-executive Directors; Mr. Ning Qifeng is the executive Director; and Mr. Liu Jipeng, Dr. Xue Yunkui and Mr. Zhang Huaqiao are the independent non-executive Directors.