(A joint stock limited liability company incorporated in the People's Republic of China) Stock Code:03699 Global Offering Joint Global Coordinators Joint Sponsors WANDA_ IPOcover_C22(40mm).indd 2 06/12/2014 11:51 PM IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. 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) GLOBAL OFFERING Number of Offer Shares under the : 600,000,000 H Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 30,000,000 H Shares (subject to reallocation) Number of International Offer Shares : 570,000,000 H Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$49.60 per Offer Share (payable in full on application, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 03699 Joint Global Coordinators Joint Sponsors Joint Bookrunners and Joint Lead Managers Joint Financial Advisors Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents or this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix X-Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. We are incorporated, and most of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong, and the fact that there are different risks relating to investment in PRC incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong, and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set forth in “Risk Factors”, “Appendix VII - Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix VIII - Summary of the Articles of Association”. The Offer Price is expected to be determined by agreement between our Company and the Underwriter Representatives (for themselves and on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around December 16, 2014 or such later time as may be agreed by our Company and the Underwriter Representatives (for themselves and on behalf of the Underwriters), but in any event no later than December 22, 2014. The Offer Price will be not more than HK$49.60 per Offer Share and is currently expected to be not less than HK$41.80 per Offer Share. Investors applying for Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$49.60 per Offer Share, unless otherwise announced, together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than the price per Offer Share payable on application. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Underwriter Representatives (for themselves and on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting”. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered and sold only (a) in the United States to “Qualified Institutional Buyers” in reliance on Rule 144A under the U.S. Securities Act or another exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and (b) outside the United States in an offshore transaction in accordance with Regulation S under the U.S. Securities Act. December 10, 2014 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under White Form eIPO service through the designated website at www.eipo.com.hk(2) ............ 11:30 a.m. on Monday, December 15, 2014 Application lists open(3) .................... 11:45 a.m. on Monday, December 15, 2014 Latest time to lodge WHITE and YELLOW Application Forms ...................... 12:00 noon on Monday, December 15, 2014 Latest time to give electronic application instructions to HKSCC(4) ................ 12:00 noon on Monday, December 15, 2014 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s)or PPS payment transfer(s) ...... 12:00 noon on Monday, December 15, 2014 Application lists close ..................... 12:00 noon on Monday, December 15, 2014 Expected Price Determination Date ...................... Tuesday, December 16, 2014 Announcement of • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allocation of the Hong Kong Offer Shares to be published (a) in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese); (b) on our website at www.wandaplazas.com(5) and the website of the Hong Kong Exchange and Clearing Limited at www.hkexnews.hk(6) on or before .................................Monday, December 22, 2014 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) to be available through a variety of channels (see “How to Apply for Hong Kong Offer Shares — Publication of Results”) from ................. Monday, December 22, 2014 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function ......................... Monday, December 22, 2014 —i— EXPECTED TIMETABLE(1) H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before(7) ................. Monday, December 22, 2014 White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications to be dispatched on or before(7)(8)(9) .......... Monday, December 22, 2014 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence at 9:00 a.m. on ........ Tuesday, December 23, 2014 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. For details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, see “Structure of the Global Offering”. (2) If you have already submitted your application through the designated website at www.eipo.com.hk and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, December 15, 2014, the application lists will not open on that day. See “How to Apply for Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Application Lists”. (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should see “How to Apply for Hong Kong Offer Shares — Applying by Giving Electronic Application Instructions to HKSCC via CCASS”. (5) None of the website or any of the information contained on the website forms part of this prospectus. (6) The announcement will be available for viewing on the Hong Kong Stock Exchange’s website at www.hkexnews.hk. (7) Applicants who apply for 1,000,000 or more Hong Kong Offer Shares and have provided all required information in their Application Forms may collect refund cheques (where applicable) and H Share certificates (where applicable) from our H Share Registrar, Computershare Hong Kong Investor Services Limited from 9:00 a.m. to 1:00 p.m. on Monday, December 22, 2014. Applicants being individuals who opt for personal collection must not authorize any other person to make collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorized representatives each bearing a letter of authorization from his corporation stamped with the corporation’s chop. Both individuals and authorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Uncollected refund cheques and H Share certificates will be dispatched promptly by ordinary post to the addresses as specified in the applicants’ Application Forms at the applicants’ own risk.