Wanda Hotel Development Company Limited — Proxy Solicitation & Information Statement 2007

Jul 25, 2007

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.

==> picture [313 x 41] intentionally omitted <==

(Incorporated in Hong Kong under the Companies Ordinance)

(stock code: 105)

Executive Directors: Cheong Hooi Hong (Chairman) Cheong Kheng Lim (Deputy Chairman) Cheong Keng Hooi Cheong Sim Lam Cheong Chong Ling

Registered Office: Room 502 Euro Trade Centre 21–23 Des Voeux Road Central Hong Kong

Non-executive Directors:

Sin Cho Chiu, Charles Lau Wah Sum

Independent Non-executive Directors:

Chow Wan Hoi, Paul Yau Allen Lee-nam Lee Chung

25 July 2007

To the Shareholders

Dear Sir or Madam

GENERAL MANDATES FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND ISSUE OF NEW SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

General Mandates

At the last Annual General Meeting of shareholders of the Company held on 28 September 2006, 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 19 September 2007 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

1

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 19 September 2007 (the ‘‘Annual General Meeting’’). The Explanatory Statement required by the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) to be sent to shareholders in connection with the proposed share repurchase resolution is set out in Appendix I to this circular.

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 allot, issue and otherwise deal with shares of the Company 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 a way which would breach the minimum percentage of listed securities in public hands as prescribed by the Stock Exchange from time to time.

Re-election of Directors

The Board currently consists of ten members, namely the following Executive Directors:

Cheong Hooi Hong Cheong Kheng Lim Cheong Keng Hooi Cheong Sim Lam Cheong Chong Ling

the following Non-executive Directors:

Sin Cho Chiu, Charles Lau Wah Sum

and the following Independent Non-executive Directors:

Chow Wan Hoi, Paul Yau Allen Lee-nam Lee Chung

In accordance with Articles 103, 104 and 109 of the Company’s Articles of Association, Miss Cheong Chong Ling, Mr Sin Cho Chiu, Charles and Mr Chow Wan Hoi, Paul 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.

2

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 onetenth 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 Annual General 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 Annual General Meeting.

Notice of the Annual General Meeting to be held on 19 September 2007 is enclosed herewith. A form of proxy for use at the Annual General Meeting and the annual accounts of the Company which accompany this circular are also enclosed. Whether or not you intend to be present at the Annual General 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 Annual General Meeting or any adjourned meeting.

Yours faithfully Associated International Hotels Limited Cheong Kheng Lim Deputy Chairman

3

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) Share Capital

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 21 July 2007, 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 21 July 2007 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 representing 10% of the issued share capital of the Company.

• (ii) Reasons for Repurchase

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) Funding of Repurchases

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) Impact of Repurchases

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 31 March 2007).

• (v) Directors and their Associates 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) Directors’ Undertaking

• 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) Takeovers Code

• 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) Repurchase made by the Company

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

(ix) Connected Persons

No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell shares in 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.

• (x) Share Prices

The highest and lowest prices at which shares of the Company 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 2006	7.200	6.950
August 2006	7.100	6.950
September 2006	7.800	7.000
October 2006	9.100	7.560
November 2006	8.650	8.300
December 2006	9.150	8.500
January 2007	10.160	9.020
February 2007	13.760	10.280
March 2007	12.900	10.800
April 2007	12.420	11.900
May 2007	13.500	12.400
June 2007	14.000	12.800

4

APPENDIX II — DETAILS OF RETIRING AND RE-ELECTING DIRECTORS

Miss Cheong Chong Ling, aged 36, is an executive director and authorised representative of the Company and its listed parent company, Tian Teck Land Limited from 1 January 2007. She is also the chief administration officer of the Company under a service contract with the Company for a term of 2 years with effect from 1 January 2007. Miss Cheong joined the Company in 1997 and was the assistant to directors of the Company and Tian Teck Land Limited (pursuant to the management agreement between the Company and Tian Teck Land Limited) since then. She is the daughter of Mr Cheong Kheng Lim (who is a director and a substantial shareholder of the Company and Tian Teck Land Limited) and the niece of Messrs Cheong Hooi Hong, Cheong Keng Hooi (who is a substantial shareholder of Tian Teck Land Limited) and Cheong Sim Lam, who are directors of the Company and Tian Teck Land Limited, and who together with Mr Cheong Kheng Lim own Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. Miss Cheong is also the niece of Miss Cheong Been Kheng, who was a director of the Company and Tian Teck Land Limited up to 31 December 2006. As at the date hereof, Miss Cheong held 588,000 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance and was also interested in 412,000 shares in Tian Teck Land Limited. Miss Cheong’s emoluments as a director of the Company are director’s fees of HK$50,000 per annum as approved by general meeting of the Company. She is also entitled to a basic salary of HK$396,000 per annum, a discretionary bonus and other emoluments from the Company as determined by the Remuneration Committee of the Company on an annual basis. Her emoluments as a director of Tian Teck Land Limited are director’s fees of HK$50,000 per annum as approved by general meeting of that company. For the period from 1 January 2007 to 31 March 2007, Miss Cheong received HK$12,000 from each of the Company and Tian Teck Land Limited as director’s fees and a further of HK$192,000 (constituted by a basic salary of HK$99,000 and other emoluments of a value of HK$93,000) from the Company. Basic salary and an amount of HK$5,000 included in other emoluments being MPF contribution and insurance-related expenses were covered by her service contract with the Company as chief administration officer. Being the daughter of Mr Cheong Kheng Lim, Miss Cheong lives in the residential properties provided by the Company to Mr Cheong Kheng Lim and his family as approved by the Remuneration Committee of the Company. Other than the above, Miss Cheong has not been a director of any other listed public company in the three years prior to the date of this circular and does not have any other information to disclose pursuant to rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

Mr Sin Cho Chiu, Charles, aged 71, is a non-executive director of the Company and its listed parent company, Tian Teck Land Limited. He was also for many years appointed as the company secretary and legal adviser both to the Company and Tian Teck Land Limited (however these positions have been terminated). He has been a director of the Company and Tian Teck Land Limited since 1985 and 1984 respectively, and was re-designated as a non-executive director of each of the Company and Tian Teck Land Limited with effect from 30 September 2004. He was an independent non-executive director of Egana Jewellery & Pearls Limited (which company was delisted in 2006) in the three years prior to this circular. He is a solicitor and a notary public. Mr Sin has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. He was interested in 362,000 shares in the Company (including 120,000 shares held by Chason Limited) within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this circular. He was also interested in 117,200 shares in Tian Teck Land Limited (including 115,200 shares held by Chason Limited) as at the date of this circular. His emoluments as a director of the Company for the year ended 31 March 2007 were HK$50,000 as director’s fees approved by general meeting of the Company and a payment (subject to review by the Board on the recommendation of the Remuneration Committee annually) of HK$380,000 per annum under his contract with the Company (Note: the terms of this contract have been changed 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; the remuneration under the contract has not been changed). Mr Sin’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2007 were HK$50,000 as director’s fees approved by general meeting of Tian Teck Land Limited and a payment (subject to review by the Board of Tian Teck Land Limited on the recommendation of the Remuneration Committee of that company annually) of HK$170,000 per annum under his contract with Tian Teck Land Limited (Note: the terms of this contract have been changed 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 that company; the remuneration under the contract has not been changed). Other than the above, Mr Sin has not been a director of any other listed public company in the three years prior to the date of this circular and does not have any information to disclose pursuant to rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

5

Mr Chow Wan Hoi, Paul, aged 51, is an independent non-executive director of the Company and its listed parent company, Tian Teck Land Limited. He was elected as a director of the Company and Tian Teck Land Limited in 2004 and has been a director of these two companies since then. His current term of directorships with the Company and Tian Teck Land Limited is from the conclusion of the 2006 Annual General Meeting to the conclusion of the 2007 Annual General Meeting. He is also a member of the Remuneration Committee and Audit Committee of the Company and Tian Teck Land Limited. His emoluments as a director of the Company for the year ended 31 March 2007 were HK$170,000 as director’s fees approved by general meeting of the Company. His emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2007 were director’s fees of HK$170,000 as approved by general meeting of that company. Mr Chow does not have a service contract with the Company and has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. He was an independent non-executive director of the listed company, China Financial Industry Investment Fund Limited, in the three years prior to this circular. Mr Chow has significant experience in accounting and finance and has been an Associate of the Institute of Chartered Accountants in England and Wales and an Associate of the Institute of Chartered Accountants in Australia since 1983 and 1988 respectively. He is also a member of the Hong Kong Institute of Certified Public Accountants. He does not have any interest in any shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. Other than the above, Mr Chow has not been a director of any other listed public company in the three years prior to the date of this circular and does not have any information to disclose pursuant to rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

All monies in this Appendix II are rounded to thousand.

6