Joint Announcement of Wanda Commercial Properties, SUNAC China Holdings and R&F Properties

On July 19th, 2017, Wanda Commercial Properties Co., Ltd., SUNAC China Holdings Ltd. and R&F Properties Co., Ltd. respectively and simultaneously signed an agreement to transfer 77 hotels, including Wanda Realm Beijing, to R&F Properties, as well as the agreement to transfer 91% of the equity of 13 cultural tourism projects in such cities as Xishuangbanna, Nanchang, Hefei, Harbin, Wuxi, Qingdao, Guangzhou, Chengdu, Chongqing, Guilin, Jinan, Kunming and Haikou to SUNAC China Holdings Ltd. All parties hereby agree as follows:

I. R&F Properties acquires all equities of the above-mentioned 77 hotels for RMB19.906 billion, pays the down payment of RMB2 billion within two days after signing the agreement, and all of the remaining sum prior to January 31st, 2018 for the closing of the hotels. The former hotel management contracts will not be subject to the transfer, and shall still be performed until the expiration thereof.

II. SUNAC acquires 91% of the equity of the above-mentioned 13 cultural tourism projects at the price of RMB 43.844 billion, and bears all existing loans of about RMB 45.4 billion after the closing of the projects. RMB15 billion will be paid upon the signing of the agreement, and all of the remaining sum shall be paid off within 90 days after execution of the agreement for the closing of the projects (payment for some individual projects shall be made after the closing conditions are met).

III. Wanda Commercial Properties and SUNAC agree to maintain the cultural tourism projects unchanged in four aspects after closing:

1. Unchanged brand: the brand of “Wanda Cultural Tourism City” shall still be applied for the properties;

2. Unchanged planning: the projects shall still be developed and constructed in accordance with the plans and contents approved by the government;

3. Unchanged project construction: the design, construction and quality of the self-owned properties shall still be managed and controlled by Wanda;

4. Unchanged operation and management: the operation and management of projects shall still be undertaken by Wanda.

IV. SUNAC and R&F Properties consider entrusting Wanda Commercial Properties and Wanda Film to manage all commercial centers and cinemas invested and developed in the future. The three parties agree to establish comprehensive strategic cooperation in multiple fields, including cultural tourism projects and film.