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. 大連萬達商業地產股份有限公司 Dalian Wanda Commercial Properties Co., Ltd. (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock code: 3699) CONTINUING CONNECTED TRANSACTIONS REVISION OF ANNUAL CAPS UNDER (1) WANDA KIDSLAND FRAMEWORK AGREEMENT AND (2) DESIGN CONSULTANCY AND OPERATION CONSULTANCY SERVICES FRAMEWORK AGREEMENT INTRODUCTION Reference is made to the section headed “Connected Transactions” in the prospectus of the Company dated 10 December 2014 and the 2014 annual report of the Company published on 8 April 2015 in relation to, amongst others, continuing connected transactions of the Company under the Wanda Kidsland Framework Agreement and the Design Consultancy and Operation Consultancy Services Framework Agreement. The Company carried out the continuing connected transactions in line with the disclosures made in the prospectus during the year of 2014. With the development of the Company’s business operation, the Group has leased additional commercial properties owned by the Group to Wanda Kidsland Group for the purpose of operating the children entertainment and playground business and commercial property management services in respect of such additional leased properties. Therefore, the original annual caps contemplated under the Wanda Kidsland Framework Agreement will be insufficient. The Board has resolved to revise the annual caps for the two years ended 31 December 2016 under the Wanda Kidsland Framework Agreement. It is also expected that the Group will receive additional design consultancy and operation consultancy services rendered by Wanda Cultural in relation to the new projects expected to be developed in 2016. Therefore, the original annual caps contemplated under the Design Consultancy and Operation Consultancy Services Framework Agreement for the year ended 31 December 2016 will be insufficient. The Board has resolved to revise the annual cap for the year ended 31 December 2016 under the Design Consultancy and Operation Consultancy Services Framework Agreement. 1 LISTING RULES IMPLICATIONS As at the date of this announcement, the Company is directly owned by Dalian Wanda Group as to 43.71%, which is controlled by Mr. Wang Jianlin. Dalian Wanda Group and Mr. WANG Jianlin are our Controlling Shareholders and constitute connected persons of the Company under the Listing Rules. Wanda Cultural is 100% directly owned by Dalian Wanda Group, and Wanda Kidsland is 100% indirectly owned by Mr. WANG Jianlin, therefore, Wanda Cultural and Wanda Kidsland constitute connected persons of the Company under the Listing Rules. The transactions under the Wanda Kidsland Framework Agreement are aggregated with the same transactions under the Wanda Group Framework Agreement, Wanda Cinemas Framework Agreement, Wanda Cinemas Headquarter Lease Agreement and Wanda Department Stores Framework Agreement pursuant to Rule 14A.81 of the Listing Rules, as set out greater details in the prospectus of the Company. As the highest applicable percentage ratio with reference to each of (i) the aggregated annual caps under the Wanda Kidsland Framework Agreement, Wanda Group Framework Agreement, Wanda Cinemas Framework Agreement, Wanda Cinemas Headquarter Lease Agreement and Wanda Department Stores Framework Agreement as revised according to the increased annual caps under the Wanda Kidsland Framework Agreement for the two years ended 31 December 2016, and (ii) the revised annual cap under the Design Consultancy and Operation Consultancy Services Framework Agreement for the year ended 31 December 2016, exceed 0.1% but are less than 5%, respectively, the continuing connected transactions contemplated thereunder are exempted from independent shareholders’ approval requirement under Rule 14A.76(2)(a) but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. REVISION OF ANNUAL CAPS Reference is made to the section headed “Connected Transactions” in the prospectus of the Company dated 10 December 2014 and the 2014 annual report of the Company published on 8 April 2015 in relation to, amongst others, continuing connected transactions of the Company under the Wanda Kidsland Framework Agreement and the Design Consultancy and Operation Consultancy Services Framework Agreement. The Company carried out the continuing connected transactions in line with the disclosures made in the prospectus during the year of 2014. With the development of the Company’s business operation, the Group has leased additional commercial properties owned by the Group to Wanda Kidsland Group for the purpose of operating the children entertainment and playground business and commercial property management services in respect of such additional leased properties. Therefore, the original annual caps contemplated under the Wanda Kidsland Framework Agreement will be insufficient. The Board has resolved to revise the annual caps for the two years ended 31 December 2016 under the Wanda Kidsland Framework Agreement. 2 It is also expected that the Group will receive additional design consultancy and operation consultancy services rendered by Wanda Cultural in relation to the new projects expected to be developed in 2016. Therefore, the original annual caps contemplated under the Design Consultancy and Operation Consultancy Services Framework Agreement for the year ended 31 December 2016 will be insufficient. The Board has resolved to revise the annual cap for the year ended 31 December 2016 under the Design Consultancy and Operation Consultancy Services Framework Agreement. Details of the Wanda Kidsland Framework Agreement and the Design Consultancy and Operation Consultancy Services Agreement have been set out in the prospectus and the 2014 annual report of the Company, and are summarized below again for Shareholders’ easy reference. Wanda Kidsland Framework Agreement A summary of the key terms under the Wanda Kidsland Framework Agreement are set out below: Date: 23 December 2014 Parties: (1) The Company; and (2) Wanda Kidsland Property lease and The Group shall provide leasing of commercial properties to management services: Wanda Kidsland and its Subsidiaries for the purpose of operating the children entertainment and playground business of Wanda Kidsland Group and the provision of commercial property management services by the Group in respect of such leased properties. Price determination: The pricing terms are as follows: • The rents (excluding property management fee) payable for the leases entered into or to be entered into under the Wanda Kidsland Framework Agreement shall be calculated based on the benchmark monthly rental price of RMB45 to RMB65 per sq.m. (GFA) and are subject to annual rental adjustment having regard to the then prevailing market rate. The monthly rental benchmark price was determined at arm’s length, by reference to prevailing market rates and no less than the rental rates we offered to independent third parties and on normal commercial terms. • The property management fee payable for the leases entered into or to be entered into under the Wanda Kidsland Framework Agreement shall be calculated based on the benchmark monthly property management fee of RMB5 to RMB10 per sq.m. (GFA). The monthly property management benchmark prices were determined at arm’s length, by reference to prevailing market rates and the rates we offered to independent third parties and on normal commercial terms. 3 Term of the agreement: The Wanda Kidsland Framework Agreement has been entered into on 23 December 2014 for a term of 3 years. Design Consultancy and Operation Consultancy Services Framework Agreement A summary of the key terms under the Design Consultancy and Operation Consultancy Services Framework Agreement are as follows: Date: 23 December 2014 Parties: (1) Wanda Cultural; and (2) the Company Provision of services: Wanda Cultural shall provide the design consultancy and operation consultancy services, including, but not limited to (i) engaging third party design company, review and modification of, and supervising the implementation of, relevant design plan for the projects during the construction phase; and (ii) overall services relating to the preparation for opening during the period from the completion of construction to commencing operation, such as materials procurement, recruitment, building up management team and the design of opening plan in connection with businesses of Wanda City Price determination: The pricing terms of the Design Consultancy and Operation Consultancy Services Framework Agreement are as follows: • The Company will pay reasonable fees for the design consultancy and operation consultancy services provided to the Company by the Wanda Cultural Group calculated based on an actual costs incurred basis plus a prevailing market margin. • The fee basis for the design and consultancy services rendered under the Design Consultancy and Operation Consultancy Services Framework Agreement was determined taking into consideration the expected quality and comprehensive management services to be rendered by Wanda Cultural Group, the initial investment made by Wanda Cultural Group, and by reference to the