Wanda Hotel Development Company Limited — Proxy Solicitation & Information Statement 2004

Jul 22, 2004

IMPORTANT

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

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(stock code: 105)

Executive Directors: Registered Office: Cheong Hooi Hong (Chairman) Room 502, Cheong Kheng Lim (Deputy Chairman) Euro Trade Centre, Cheong Keng Hooi 21–23 Des Voeux Road Central, Cheong Sim Lam Hong Kong. Cheong Been Kheng

Independent Non-executive Directors: Sin Cho Chiu, Charles Lau Wah Sum

22nd July, 2004

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND ISSUE OF NEW SHARES; AMENDMENTS TO THE ARTICLES; RE-ELECTION OF DIRECTORS

General Mandate

At the last Annual General Meeting of shareholders of the Company, held on 26th September, 2003, approval was given by shareholders for the granting of, inter alia, a general mandate to the Directors to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) up to 10 per cent. of the issued share capital of the Company at the date of passing the relevant resolution(s). In accordance with the terms of the approval, that general mandate will shortly expire on 23rd September, 2004 upon the conclusion of the next Annual General Meeting of the Company to be held on that day. To keep in line with current corporate practice, the grant of a fresh general mandate for the same purpose is being sought from shareholders and an ordinary resolution to grant the share repurchase general mandate will be proposed at the Annual General Meeting of the Company convened for 23rd September, 2004. The Explanatory Statement required by the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on the Stock Exchange to be sent to shareholders in connection with the proposed share repurchase resolution is set out in Appendix I to this circular.

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In addition to the ordinary resolution relating to the share repurchase mandate, ordinary resolutions will also be proposed (i) to grant the Directors a general mandate to issue and otherwise deal with shares up to a limit equal to 10 per cent. of the issued shares of the Company at the date of passing such resolution plus (if the Directors are so authorised by a separate ordinary resolution of the Company) the nominal amount of shares repurchased by the Company subsequent to the passing of such resolution (up to a maximum of 10 per cent. of the issued shares of the Company at the date of passing such resolution) and (ii) to approve the addition of such repurchased securities to the 10 per cent. share issue mandate (as required by the Listing Rules).

The Directors wish to state that they have no immediate plans to repurchase any existing shares or to issue any new shares pursuant to the relevant mandates. The mandates being proposed will, however, give the Company the flexibility to do so. The Directors will not exercise the mandates in way which would breach the minimum percentage of listed securities in public hands as prescribed by the Stock Exchange from time to time.

Amendments to Articles

A special resolution will also be proposed to make amendments to the Articles of Association (to reflect revisions to the Listing Rules) as described in the Notice of the Meeting which is sent to the Company’s shareholders with the Company’s annual report.

The changes are to modernise the provisions relating to Directors’ interests, including provisions relating to associates of Directors, restrictions on voting pursuant to the Listing Rules and provisions relating to notice of proposed election of Directors.

Re-election of Directors

The Board currently consists of seven members, namely the following executive Directors:

Cheong Hooi Hong Cheong Kheng Lim Cheong Keng Hooi Cheong Sim Lam Cheong Been Kheng

and the following independent non-executive Directors:

Sin Cho Chiu, Charles Lau Wah Sum

In accordance with Articles 103 and 104 of the Articles, Ms. Cheong Been Kheng and Mr. Sin Cho Chiu, Charles shall retire at the conclusion of the Annual General Meeting and, being eligible, shall offer themselves for re-election.

Information with respect to the above retiring and re-electing Directors is set out in Appendix II to this circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve their re-election.

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Voting at the Annual General Meeting

In accordance with the Company’s Articles of Association, resolutions proposed at the Annual General Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the Chairman; or

• (b) by at least 3 members present in person or by proxy and entitled to vote at the Annual General Meeting; or

• (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the Annual General Meeting; or

• (d) by any member or members present in person or by proxy holding shares conferring a right to vote at the Annual General Meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

At the Annual General Meeting the Chairman will demand a poll in respect of each resolution set out in the Notice of the Annual General Meeting.

The Directors believe that the resolutions set out in the Notice of the Meeting are in the best interests of the Company and its shareholders as a whole and recommend you to vote in favour of such resolutions at the Meeting.

Notice of the Annual General Meeting to be held on 23rd September, 2004 is enclosed with the annual accounts which accompany this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Whether or not you intend to be present at the Meeting, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Meeting.

Yours faithfully, Cheong Kheng Lim Deputy Chairman

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APPENDIX I

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules and also constitutes the Memorandum required under Section 49BA of the Companies Ordinance in connection with the proposed general mandate for repurchase of shares:

• (i) It is proposed that up to 10 per cent. of the shares of the Company in issue at the date of the passing of the resolution to approve the general mandate may be repurchased. As at 16th July, 2004, the latest practicable date for determining such figure, the number of shares of the Company in issue was 360,000,000 shares, all of which are fully paid up. On the basis of such figure (and assuming no further shares are issued or repurchased after 16th July, 2004 and up to the date of passing such resolution), the Directors would be authorised to repurchase shares of the Company up to a limit of 36,000,000 shares.

• (ii) The Directors believe that the ability to repurchase shares is in the interests of the Company and of shareholders. Such purchases may, depending on the circumstances, lead to an increase in net assets and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders. The Directors are seeking the grant of a general mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The number(s) of shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

• (iii) It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company which are funds legally available for the purpose in accordance with the Companies Ordinance and the Memorandum and Articles of Association of the Company.

• (iv) The Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, in the unlikely event that the general mandate was to be exercised in full at any time during the period of the mandate, there could be such an impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published accounts for the year ending 31st March, 2004).

• (v) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of Directors who have a present intention, in the event that the general mandate is granted by shareholders, to sell shares to the Company.

• (vi) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general mandate in accordance with the Listing Rules and the laws of Hong Kong.

• (vii) Tian Teck Land Limited holds 180,030,681 shares, representing over 50% (50.01%, rounded to two decimal places) of the issued shares of the Company as at the latest practicable date and the Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any purchases pursuant to the general mandate, whether or not the general mandate was exercised in full. The Directors will not effect repurchases to an extent which would breach the minimum public float requirements.

• (viii) No purchases have been made by the Company of its shares in the six months prior to the date of this document.

• (ix) No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell shares of the Company to the Company and no such persons have undertaken not to sell any such shares to the Company in the event that the general mandate is granted by shareholders.

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(x) The highest and lowest prices at which shares of the Company have traded on the Stock Exchange in each of the previous twelve months are as follows:

Month	Highest Traded Price (HK$)	Lowest Traded Price (HK$)
July 2003	3.950	3.650
August 2003	4.425	3.825
September 2003	4.800	4.125
October 2003	7.000	4.425
November 2003	6.650	6.300
December 2003	7.050	6.200
January 2004	7.950	5.500
February 2004	6.900	6.200
March 2004	6.750	5.900
April 2004	6.100	5.300
May 2004	7.000	5.450
June 2004	6.300	5.500

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APPENDIX II — DETAILS OF RETIRING AND RE-ELECTING DIRECTORS

Ms. Cheong Been Kheng is an executive director of the Company and its listed parent company Tian Teck Land Limited and a director of all holding companies and their subsidiaries in the Associated International Hotels Limited group (except Austin Hills Land Sdn. Bhd., Austin Hills Country Resort Pte. Ltd., Austin Hills View Sdn. Bhd. and Austin Hills Villas Sdn. Bhd.); she is also the chief administration officer of the Company. She has been a director of Tian Teck Land Limited since 1983 and a director of the Company since 1984. She is the sister of Messrs. Cheong Hooi Hong, Cheong Kheng Lim (who is a substantial shareholder of the Company and also of Tian Teck Land Limited), Cheong Keng Hooi (who is a substantial shareholder of Tian Teck Land Limited) and Cheong Sim Lam, who are directors of the Company and of Tian Teck Land Limited and who between them own Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. She is also the aunt of Cheong Chong Ling, who is a member of the senior management of the group. She held 3,931,198 shares in the Company as at the date of this circular. She was also interested in 300,100 shares in Tian Teck Land Limited as at the date of this circular. Her emoluments as a director of the Company for the year ended 31st March, 2004 were HK$50,000 as director’s fees approved by general meeting of the Company and base salary and other emoluments for the financial year, including discretionary bonus for calendar year 2003, as chief administration officer of the Company totalling a further HK$2,324,982.07 (constituted by a base salary of HK$1,440,000, other emoluments (principally housing) of a value of HK$474,982.07 and bonus of HK$410,000). Base salary and bonus are determined by Board of Directors annually on the recommendation of the Remuneration Committee and principal other emoluments are determined by the Board of Directors and subject to its review on the recommendation of the Remuneration Committee. Ms. Cheong’s emoluments as a director of Tian Teck Land Limited are HK$50,000 as director’s fees approved by general meeting of Tian Teck Land Limited.

Mr. Sin Cho Chiu, Charles is an independent non-executive director of the Company and its listed parent company Tian Teck Land Limited and is a director of group subsidiaries Dalwhinnie Limited and Associated International Resorts Limited. He is also the company secretary and legal adviser both to the Company and Tian Teck Land Limited (however these positions will be terminated before 30th September, 2004). He has been a director of the Company since 1985 and a director of Tian Teck Land Limited since 1984. He has also been a director of listed company Egana Jewellery & Pearls Limited in the three years prior to this circular. He has no relationship with any directors, senior management or substantial or controlling shareholders of the Company except for his directorship of and shareholding in listed parent company Tian Teck Land Limited. He was interested in 362,000 shares in the Company as at the date of this circular (including 120,000 shares held by Chason Limited). He was also interested in 117,200 shares in Tian Teck Land Limited as at the date of this circular (including 115,200 shares held by Chason Limited). His emoluments as a director of the Company for the year ended 31st March, 2004 were HK$50,000 as director’s fees approved by general meeting of the Company and a payment (subject to review by the Board annually) of HK$380,000 per annum under his contract with the Company (Note: the terms of this contract will be changed before 30th September, 2004 to terminate his appointments as company secretary and legal adviser, and to stipulate that Mr. Sin shall serve on the Audit Committee and Remuneration Committee of the Company (in which committees he currently serves). Mr. Sin’s emoluments as a director of Tian Teck Land Limited for the year ended 31st March, 2004 were HK$50,000 as director’s fees approved by general meeting of Tian Teck Land Limited and HK$170,000 per annum under his contract with Tian Teck Land Limited.

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