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Major Transaction in Relation to the Acquisition of Hotel Assets

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Major Transaction in Relation to the Acquisition of Hotel Assets 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. (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2777) MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF HOTEL ASSETS THE ACQUISITION On 19 July 2017 (after trading hours), the Company as the buyer, and Dalian Wanda as the seller entered into the Agreement, pursuant to which the Company conditionally agreed to acquire, and Dalian Wanda conditionally agreed to dispose of, the interest in 76 city hotels and a 70% interest in Yantai Wanda at the consideration of approximately RMB19,906,390,000. IMPLICATIONS UNDER THE LISTING RULES As one or more applicable percentage ratios under the Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% and all of the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. An extraordinary general meeting will be convened and held for the Shareholders to approve the Agreement and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, no Shareholder or any of its associate has any material interest in the Agreement and the transaction contemplated thereunder and is required to abstain from voting. 1 DESPATCH OF THE CIRCULAR A circular containing, amongst other things, further details about the Acquisition, the Hotel Assets, any other information required to be disclosed under the Listing Rules and a notice of the extraordinary general meeting, will be despatched by the Company to the Shareholders. As it is expected that additional time will be required to prepare the relevant information to be included in the circular, the Company expects that the circular will be despatched to the Shareholders on or before 31 October 2017. Shareholders and potential investors should note that the Acquisition and the transactions contemplated thereunder are subject to satisfaction of certain conditions under the Agreement and the Acquisition may or may not proceed. All information relating to Dalian Wanda, including information relating to its business and its financial information, as disclosed in this announcement has been provided by Dalian Wanda and has not been independently verified by the Company and is therefore subject to change. Shareholders and potential investors are therefore reminded to exercise caution when dealings in the Shares and any other securities of the Company. THE ACQUISITION On 19 July 2017 (after trading hours), the Company as the buyer and Dalian Wanda as the seller entered into the Agreement. To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, Dalian Wanda and its ultimate beneficial owners are independent of the Company and connected persons of the Company. The principal terms of the Agreement are as follows: Subject The Company conditionally agreed to acquire, and Dalian Wanda conditionally agreed to dispose of, (1) the interest in 76 city hotels (i.e. the hotels numbered 1 to 76 in the section headed “INFORMATION ON THE HOTEL ASSETS” below); and (2) a 70% interest in Yantai Wanda which operates the city hotel numbered 77 in the section headed “INFORMATION ON THE HOTEL ASSETS” below (collectively the “Hotel Assets”) by the transfer of the interests in the Holding Companies. Further information of the 77 city hotels is set out in the section headed “INFORMATION ON THE HOTEL ASSETS” below. 2 Consideration The total consideration for the Acquisition is approximately RMB19,906,390,000 (the “Consideration”) (subject to downward adjustment). The Consideration is determined after arm’s length negotiations between the parties with reference to the net asset value of the Hotel Assets (estimated by Dalian Wanda). The Consideration will be satisfied by the internal resources of the Company. The Directors consider that the Consideration is fair and reasonable. Payment The Consideration (subject to downward adjustment) shall be payable by the Company to Dalian Wanda in the following manner: 1. A refundable deposit of RMB2,000,000,000 (the “Deposit”) will be payable by the Company to Dalian Wanda within two (2) business days after signing of the Agreement; 2. Within three months after Dalian Wanda having received the Deposit, Dalian Wanda shall complete the transfer of the interest in each of the 77 city hotels until the ownership certificates of the 77 city hotels (including the immovable property right certificates for the 75 opened city hotels and the land use certificates or the immovable property right certificates for the two unopened hotels) have been transferred to the respective holding companies (the “Holding Companies”) (the “Restructuring”). If some of the Hotel Assets cannot be transferred within such period, both parties agree to reduce the Consideration by the consideration attributable to such Hotel Assets according to the terms of the Agreement; 3. Upon completion of the Restructuring and on the last day of the third month after the signing of the Agreement, the Company will settle RMB10,000,000,000 (the “First Instalment”). The Deposit will be counted as part of the Consideration and the Company will then settle an additional amount of RMB8,000,000,000; 4. While the Company is settling the First Instalment, both parties shall obtain the relevant registration and necessary approval, including but not limited to the registration for the transfer, all the documents for the completion of the Acquisition, change of legal representatives, directors, supervisors, general managers, financial controllers and amendment of the articles of associations of the Holding Companies; 5. The Company will settle the balance of RMB9,906,390,000 on or before 31 January 2018. Adjustment 1. The remaining 30% interest of Yantai Wanda is held by a holding company owned by Yantai Riying. Yantai Riying has a right of first refusal in respect of the proposed disposal of the 70% interest in Yantai Wanda by Dalian Wanda to the Company. 3 If Yantai Riying exercises its right of first refusal, (a) the parties agreed that the 70% interest in Yantai Wanda will be excluded from the Hotel Assets and the consideration for the 70% interest in Yantai Wanda in the amount of RMB250 million will be deducted from the Consideration; or (b) if the Company has settled the consideration for the 70% interest in Yantai Wanda, Dalian Wanda shall return the amount of RMB250 million to the Company within 15 days from the date of the exercise of right of first refusal by Yantai Wanda. 2. The parties agree that if Dalian Wanda expects some of the Hotel Assets cannot be disposed according to the terms of the Agreement, Dalian Wanda undertakes that all the assets will be transferred to the Company and the Company shall obtain all rights and interests of the Hotel Assets on time. 3. The parties agree that if the Company fails to pay any instalments of the Consideration within ten (10) business days, the Company will be deemed to waive the acquisition of the unpaid Hotel Assets voluntarily and Dalian Wanda has a right to dispose the remaining Hotel Assets immediately. If the entire interest of the unpaid Hotel Assets have been transferred to the Company, the Company shall transfer the entire interest of certain city hotels and their respective holding companies to Dalian Wanda according to the terms of the Agreement. Condition(s) The Acquisition is conditional upon the approval of the Shareholders of the Company in accordance with the requirements of the Listing Rules. POST-COMPLETION OPERATION AND MANAGEMENT Each of the 77 city hotels comprised in the Hotel Assets shall continue to be subject to the management contract signed with the hotel management company until the expiry of the management contract. Dalian Wanda shall undertake that the management fee standards applicable to the 54 city hotels managed by its hotel management companies will not exceed the management fee standards charging by the management company of Hyatt Regency Jinan (濟南萬達凱悅酒店) and the management contracts will not exceed 19 years. Dalian Wanda shall coordinate with its hotel management companies to confirm the management fees and management contracts period. The Company shall give priority to the hotel management companies of Dalian Wanda for the renewal of their management contracts in the six (6) months before their expiry. INFORMATION ON THE HOTEL ASSETS The 77 city hotels comprised in the Hotel Assets have total gross floor area of approximately 3.286 million sq.m. with 23,202 rooms in total. The net asset value of the 77 city hotels as of 31 December 2017 is expected to be no less than RMB33,176,320,000, including the estimated costs of the two unopened hotels. 4 The following table sets out certain information on the Hotel Assets: Gross Floor Areas (Ten Number of No. Name Opening Date thousand sq.m.) Rooms Location 1. Ningbo Wanda Soflitel Hotel 2008/12/18 4.07 291 899 Siming Middle Road, Yinzhou District, Ningbo, Zhejiang 2. Beijing Wanda Realm Hotel 2009/1/1 4.34 312 Building 1, 18-A Shijingshan Road, Shijingshan District, Beijing 3. Qingdao Wanda Le 2009/11/27 5.11 349 112 Yanji Road, Meridien Hotel Qingdao, Shandong 4. Chongqing Wanda Le 2009/12/11 4.37 320 10 Jiangnan Avenue, Nan’an Meridien Hotel District, Chongqing 5.
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