Wanda Hotel Development Company Limited — Proxy Solicitation & Information Statement 2009

Jul 24, 2009

IMPORTANT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

==> picture [313 x 54] intentionally omitted <==

(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

24 July 2009

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 OF ASSOCIATION; 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 10 September 2008, 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

1

expire on 9 September 2009 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 of the Company and an ordinary resolution to grant the share repurchase general mandate will be proposed at the annual general meeting of the Company convened for 9 September 2009 (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.

Amendments to the Articles of Association

A special resolution (the full text of which is set out as resolution 5 in the Notice of the Annual General Meeting) will also be proposed to make certain amendments to the Articles of Association, of which the material amendments are being made for consistency with the amendments to the Listing Rules which came into force on 1 January 2009. Such amendments relate to the following:

• (a) Compliance with any minimum notice period required under the Listing Rules for convening an annual general meeting or an extraordinary general meeting;

• (b) Compliance with the requirements of the Listing Rules for taking votes of shareholders by poll at shareholders meeting; and

• (c) Providing for dispatch of financial statements by electronic publication on the basis of deemed consent, to such extent as may be permitted in future by the Companies Ordinance (at present the Companies Ordinance does not provide for deemed consent in this regard).

Details of the proposed amendments are set out in Appendix III to this circular.

2

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 and 104 of the Company’s Articles of Association, Mr Cheong Hooi Hong, Mr Cheong Sim Lam and Mr Lau Wah Sum 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.

Voting at the Annual General Meeting

Pursuant to the amended Listing Rules which came into force on 1 January 2009, the Chairman will, at the Annual General Meeting, demand a poll in respect of each resolution set out in the Notice of the Annual General Meeting. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and of the Company pursuant to rule 13.39(5) of the Listing Rules.

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 9 September 2009 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 24 hours before the time of 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 20 July 2009, 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 20 July 2009 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 2009).

(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. On the basis that no shares are issued or repurchased prior to the date of the passing of the resolution to approve the general mandate, in the event that the Directors exercise in full the power to repurchase shares pursuant to the general mandate, the interests of Tian Teck Land Limited would be increased to 55.57% (rounded to two decimal places) of the issued shares of the Company. 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 and on 20 July 2009 are as follows:

months and on 20 July 2009 are as follows:
Month	Highest Traded Price (HK$)	Lowest Traded Price (HK$)
July 2008	19.000	18.000
August 2008	18.700	17.000
September 2008	17.200	14.500
October 2008	14.800	7.800
November 2008	11.400	9.500
December 2008	10.500	9.800
January 2009	16.400	10.500
February 2009	15.120	13.800
March 2009	13.800	12.240
April 2009	13.400	12.220
May 2009	15.400	13.500
June 2009	16.200	13.000
As at 20 July 2009 (latest practicable date)	15.900	15.800

4

APPENDIX II — DETAILS OF RETIRING AND RE-ELECTING DIRECTORS

Mr Cheong Hooi Hong, aged 62, is the chairman, chief executive officer and an executive director of the Company and its listed parent company, Tian Teck Land Limited. He is also a director of all holding companies (including Tian Teck Investment Holding Co., Limited) and their subsidiaries in the group. Mr Cheong has been the chairman and a director of the Company and Tian Teck Land Limited since 1984 and 1983 respectively. He is the brother of Messrs Cheong Kheng Lim (a substantial shareholder of the Company and of Tian Teck Land Limited), Cheong Keng Hooi (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 together with them own Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. He is also the uncle of Miss Cheong Chong Ling, who is a director of the Company and of Tian Teck Land Limited. As at the date hereof, Mr Cheong was interested in 2,073,992 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. As at such date, he was also interested in 4,625,792 shares in Tian Teck Land Limited. Mr Cheong’s emoluments as a director of the Company for the year ended 31 March 2009 were HK$50,000 as director’s fees approved by general meeting of the Company. Other emoluments received by him from the Company for the financial year, including discretionary bonus for calendar year 2008, totalled a further HK$2,309,000 (constituted by a basic salary of HK$1,440,000, discretionary bonus of HK$700,000 and other emoluments of a value of HK$169,000). His emoluments were determined by the remuneration committee of the Company with reference to the Company’s results, his work-load and market condition. Basic salary, discretionary bonus and an amount of HK$4,000 included in other emoluments being insurance-related expenses were covered by his service contract with the Company as chief executive officer. Mr Cheong’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2009 were HK$50,000 as director’s fees approved by general meeting of that company. Mr Cheong is a member of the CPA Australia and the Institute of Certified Public Accountants of Singapore. He holds a diploma of the Royal Melbourne Institute of Technology in Commerce. Other than the above, Mr Cheong has not been a director of any other public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

Mr Cheong Sim Lam, aged 50, is an executive director of the Company and its listed parent company, Tian Teck Land Limited. He is also a director of all holding companies (including Tian Teck Investment Holding Co., Limited) and their subsidiaries in the group. Mr Cheong is the chief investment officer of the Company. He has been a director of the Company and Tian Teck Land Limited since 1984 and 1983 respectively. He is the brother of Messrs Cheong Hooi Hong, Cheong Kheng Lim (a substantial shareholder of the Company and of Tian Teck Land Limited) and Cheong Keng Hooi (a substantial shareholder of Tian Teck Land Limited), who are directors of the Company and Tian Teck Land Limited, and together with them own Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. He is also the uncle of Miss Cheong Chong Ling, who is a director of the Company and Tian Teck Land Limited. As at the date hereof, Mr Cheong was interested in 1,831,155 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance, of which 1,807,155 shares were held by himself and 24,000 shares were held by his spouse, Ms Tan Tang Lin, Tammy. As at such date, he also held 1,099,504 shares in Tian Teck Land Limited. His emoluments as a director of the Company for the year ended 31 March 2009 were HK$50,000 as director’s fees approved by general meeting of the Company. Other emoluments received by him from the Company for the financial year, including discretionary bonus for calendar year 2008, totalled a further HK$1,743,000 (constituted by a basic salary of HK$1,440,000, discretionary bonus of

5

HK$300,000 and other emoluments of a value of HK$3,000 being insurance-related expenses). Mr Cheong’s emoluments were determined by the remuneration committee of the Company with reference to the Company’s results, his work-load and market condition. Basic salary, discretionary bonus and other emoluments were covered by his service contract with the Company as chief investment officer. Mr. Cheong’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2009 were HK$50,000 as director’s fees approved by general meeting of that company. Mr Cheong holds a certificate in accounting and general business from Kapiolani Community College, Hawaii. Other than the above, Mr Cheong has not been a director of any other public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

Mr Lau Wah Sum, GBS, OBE, JP, LLD DBA, aged 81, is a non-executive director, a member of the remuneration committee and audit committee of the Company and its listed parent company, Tian Teck Land Limited. He is also an alternate to Miss Cheong Chong Ling in acting as the authorised representative of the Company and Tian Teck Land Limited. Mr Lau has been a director of the Company and Tian Teck Land Limited since 1988 and 1993 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. Before 30 September 2004, he served as the general consultant to both the Company and Tian Teck Land Limited for many years. Mr Lau’s emoluments for the year ended 31 March 2009 were HK$50,000 as director’s fees approved by general meeting of the Company and a payment of HK$380,000 per annum under his contract with the Company to serve on the audit committee and remuneration committee of the Company. His emoluments were determined by the Board on the recommendation of the remuneration committee of the Company with reference to the Company’s results, his experience and fees paid to non-executive directors by other listed public companies. Emoluments received by him from Tian Teck Land Limited for the year ended 31 March 2009 were director’s fees of HK$50,000 as approved by general meeting of that company and a payment of HK$170,000 per annum under his contract with Tian Teck Land Limited to serve on the audit committee and remuneration committee of that company, subject to review by the board on the recommendation of the remuneration committee of that company. Mr Lau has no relationship with any directors, senior management or substantial or controlling shareholders of the Company save those disclosed herein. He does not have any interest in any shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr Lau is a fellow of Hong Kong Institute of Certified Public Accountants, Chartered Institute of Management Accountants, The Hong Kong Institute of Facility Management and The Hong Kong Institute of Directors. He is also an independent non-executive director of CNPC (Hong Kong) Limited. Other than the above, Mr Lau has not been a director of any other public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

All monetary units in this Appendix II are rounded to the nearest thousand.

6

APPENDIX III

The proposed amendments to the Articles of Association (marked up for ease of reference) are as follows:

Article 4 — Power to purchase shares in Company etc.

• ‘‘ 4. The Company may exercise any powers conferred or permitted by the Statutes from time to time to purchase or acquire its own shares (including any redeemable shares) or to give, directly or indirectly by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase or acquisition made or to be made by any person of any shares in the Company and should the Company purchase or acquire its own shares neither the Company nor the Board shall be required to select the shares to be purchased or acquired rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or acquisition or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by the Stock Exchange ~~The Stock Exchange of Hong Kong Limited~~ or the Securities and Futures Commission from time to time.’’

Article 58 — Notice

• ‘‘ 58. In the case of an Annual General Meeting or any General Meeting convened for the purpose of passing a Special Resolution, twenty-one clear days’ notice at the least, and in any other case fourteen clear days’ notice at the least, and where relevant such other longer notice period as may be specified under the Listing Rules, shall be given to all the members and to the Auditors for the time being of the Company. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business and such notice shall be given in manner hereinafter mentioned. Every notice of an Annual General Meeting shall specify the meeting as such and every notice of a General Meeting convened for passing a Special Resolution shall state the intention to propose such Resolution as a Special Resolution.’’

Article 59 — Short notice

• ‘‘ 59. Subject to the Statutes and the Listing Rules, a ~~A~~ General Meeting shall, notwithstanding that it is called by shorter notice than that specified in the last preceding Article, be deemed to have been duly called if it is so agreed by such number of members entitled or having a right to attend and vote thereat as is prescribed by the Statutes.’’

7

Article 69 — Method of voting, Recording of resolutions

• ‘‘ 69. Every question submitted to a General Meeting shall be determined in the first instance by a show of hands of the members present in person, ~~but a poll may be demanded~~ unless a poll is (a) required under the Listing Rules (in which event voting shall be by way of poll and no demand therefor shall be required) or (b) demanded (before or upon the declaration of the result of the show of hands) by the Chairman or by:-

• (i) not less than three members present in person or by proxy having the right to vote at the meeting; or

• (ii) a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iii) a member or members present in person or by proxy holding shares conferring a right to vote at the 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.

Unless a poll is required or duly demanded in accordance with the foregoing provisions a declaration by the Chairman that a resolution has been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number, proportion or validity of the votes recorded in favour of or against such resolution.’’

Article 71 — How poll to be taken

• ‘‘ 71. If a poll is required or duly demanded it shall be taken in such manner as the Chairman may direct (including the use of ballot or voting papers or tickets) and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The Chairman may appoint scrutineers for the purposes of a poll, and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of a poll.’’

Article 72 — Time for taking and notice of a poll

• ‘‘ 72. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken at once. A poll required or demanded on any other question shall be taken either at once or at such time and place as the Chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was required or demanded. No notice need be given of a poll not taken immediately.’’

Article 73 — Continuance of other business

• ‘‘ 73. The requirement or demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been required or demanded.’’

8

Article 75 — Chairman’s casting vote

• ‘‘ 75. In case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is required or demanded, as the case may be, shall have a second or casting vote.’’

Article 85 — Expiration of proxies

• ‘‘ 85. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll required or demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.’’

Article 147(B) — Delivery of reports and accounts

• ‘‘ (B) Where a member or debenture holder of the Company has, in accordance with the Statutes and any rules prescribed by any relevant stock exchange from time to time, consented or is deemed to have consented (if and to the extent such deemed consent is provided for by the Statutes and the Listing Rules) to treat the publication of the Relevant Financial Documents and/or the Summary Financial Report on the Company’s computer network as discharging the Company’s obligation under Article 147(A) to send a copy of the Relevant Financial Documents and/or the Summary Financial Report, then subject to compliance with the publication and notification requirements of the Statutes and any rules prescribed by any relevant stock exchange from time to time, publication by the Company on the Company’s computer network of the Relevant Financial Documents and/or the Summary Financial Report at least 21 days before the date of the Annual General Meeting shall, in relation to each such member or debenture holder of the Company, be deemed to discharge the Company’s obligations under Article 147(A).’’

Article 150 — Notices

• ‘‘ 150. A notice or other document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any member by the Company either personally or by sending it through the post in a prepaid envelope addressed to such member at his registered address as appearing in the Register or by leaving it at that address addressed to the member or by any other means authorised in writing by the member concerned or by advertisement in accordance with the provisions of Article 154 hereof. Without limiting the generality of the foregoing but subject to the Statutes and any rules prescribed by any relevant stock exchange from time to time, a notice or other document may be served on or delivered to any member by the Company by electronic means to such address as may from time to time be authorised by the member concerned or by publishing it on a computer network and notifying the member concerned, in such manner as he may from time to time authorise, that it has been so published.’’

Article 153 — Deemed service of notices

• ‘‘ 153. Any notice or other document, if sent by post, shall be deemed to have been served or delivered at the time when the envelope containing the same is put into a post office situated within Hong Kong; in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly addressed and put into such post office and a

9

certificate in writing signed by the Secretary or other officer of the Company that the envelope containing the notice was so addressed and put into the post office shall be conclusive evidence thereof. Any notice or other document not sent by post but left by the Company at a registered address shall be deemed to have been served or delivered on the day it was so left. Any notice or other document, if sent by electronic means, shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. Any notice or other document published on a computer network shall be deemed to have been served or delivered on the day it was so published (or on the date a notification was sent if a notification is required to be sent under the Listing Rules and it was sent after the publication on the computer network). Any notice or other document served or delivered by the Company by any other means authorised in writing by the member concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose.’’

10