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

WANDA COMMERCIAL PROPERTIES (GROUP) CO., LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 169) RESULTS OF THE RIGHTS ISSUE AND ADJUSTMENT IN RELATION TO THE CONVERTIBLE BONDS Joint Underwriters



The Board is pleased to announce that as at 4:00 p.m. on Wednesday, 15 January 2014, being the Latest Acceptance Time, an aggregate of 356 valid acceptances and applications had been received for an aggregate of 1,173,336,496 Rights Shares, which comprise: (i)
146 valid acceptances of the provisional allotment under the PALs in respect of a total of 761,551,292 Rights Shares (representing approximately 88.89% of the total number of Rights Shares available for subscription under the Rights Issue) including the 625,707,468
Rights Shares subscribed by the Wanda Overseas and Mr. Chen pursuant to the Irrevocable Undertakings (representing approximately 73.03% of the total number of Rights Shares available for subscription under the Rights Issue); and (ii) 210 valid applications for excess Rights Shares under the EAFs in respect of a total of 411,785,204 Rights Shares (representing approximately 48.06% of the total number of Rights Shares available for subscription under the Rights Issue). Such acceptances in aggregate represented approximately 136.95% of the total number of 856,773,210 Rights Shares available under the Rights Issue. Accordingly, the Rights Issue was approximately 36.95% over- subscribed.
Based on the above results, the Rights Issue was over-subscribed, and the obligations of the Joint Underwriters under the Underwriting Agreement in respect of the Rights Issue have been fully discharged.
The Rights Issue became unconditional at 5:00 p.m. on Monday, 20 January 2014.
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Certificates for fully-paid Rights Shares in respect of valid acceptances of Rights Shares under the PALs, successful applications for excess Rights Shares under the EAFs and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are expected to be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 24 January 2014.
Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence from 9:00 a.m. on Monday, 27 January 2014.

ADJUSTMENTS IN RELATION TO THE CONVERTIBLE BONDS

Pursuant to the terms of the Convertible Bonds, the exercise/conversion price and the number of Shares to be issued upon exercise of the subscription rights attached to the Convertible Bonds will be adjusted on Saturday, 25 January 2014 as a result of the Rights Issue.

Reference is made to the prospectus of the Company dated 31 December 2013 (the "Prospectus") in relation to the Rights Issue. Terms used herein shall have the same meanings as defined in the Prospectus unless the context otherwise requires.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Wednesday, 15 January 2014, being the Latest Acceptance Time, an aggregate of 356 valid acceptances and applications had been received for an aggregate of 1,173,336,496 Rights Shares, which comprise, (i) 146 valid acceptances of the provisional allotment under the PALs in respect of a total of 761,551,292
Rights Shares (representing approximately 88.89% of the total number of Rights Shares available for subscription under the Rights Issue) including the 625,707,468 Rights Shares subscribed by the Wanda Overseas and Mr. Chen pursuant to the Irrevocable Undertaking (representing approximately 73.03% of the total number of Rights Shares available for subscription under the Rights Issue); and (ii) 210 valid applications for excess Rights Shares under the EAFs in respect of a total of 411,785,204 Rights Shares (representing approximately
48.06% of the total number of Rights Shares available for subscription under the Rights Issue). Such acceptances in aggregate represented approximately 136.95% of the total number of
856,773,210 Rights Shares available under the Rights Issue. Accordingly, the Rights Issue was approximately 36.95% over-subscribed.
Based on the above results, the Rights Issue was over-subscribed, and the obligations of the Joint Underwriters under the Underwriting Agreement in respect of the Rights Issue have been fully discharged.
The Rights Issue became unconditional at 5:00 p.m. on Monday, 20 January 2014.
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DESPATCH OF SHARE CERTIFICATES AND COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES

Certificates for fully-paid Rights Shares in respect of valid acceptances of Rights Shares under the PALs, successful applications for excess Rights Shares under the EAFs and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are expected to be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 24 January 2014.
Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence from 9:00 a.m. on Monday, 27 January 2014.

CHANGES IN SHAREHOLDING STRUCTURE

Based on the information available to the Company as at the date of this announcement, the following is a summary of the shareholdings structure of the Company immediately before and after completion of the Rights Issue.

Shareholder Immediately before completion of the Rights Issue Immediately after completion of the Rights Issue

(Note 1) (Note 1)

(Note 3)



Total 2,855,910,703 100.00 3,712,683,913 100.00

Notes:

1. Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals in this table may not be arithmetic aggregations of the figures preceding them.

2. Out of those 228,815,562 Shares held by Mr. Chen, (i) 14,894,000 Shares are beneficially and legally owned by him, (ii) 157,106,000 Shares are held on trust for him by Ever Good Luck and (iii) 56,815,562

Shares are beneficially owned by Ever Good Luck.

3. Ms. Chan Sheung Ni is the spouse of Mr. Chen.

4. Ms. Chen Dongxue was a director of the Company in the previous 12 months.

5. Out of those 297,460,230 Shares held by Mr. Chen, (i) 19,362,200 Shares are beneficially and legally owned by him, (ii) 204,237,800 Shares are held on trust for him by Ever Good Luck and (iii) 73,860,230

Shares are beneficially owned by Ever Good Luck.

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EXCESS APPLICATIONS

Regarding the 411,785,204 excess Rights Shares being validly applied for by way of application under the EAFs, the Board has resolved to allot the 95,221,918 available Rights Shares to 210 applicants. Based on the above, the available Rights Shares will all be allocated to the successful applicants. The available Rights Shares had been allocated on the following principles:
1. preference will be given to applications for topping-up odd lots holdings to whole lot holdings; and
2. subject to availability of excess Rights Shares after allocation under principle (1) above, any further remaining excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of the excess Rights Shares applied for by them (i.e. the Qualifying Shareholders applying for smaller numbers of the Rights Shares are allocated with a higher percentage of successful application but will receive less number of Rights Shares; whereas the Qualifying Shareholders applying for larger numbers of Rights Shares are allocated with a smaller percentage of successful application but will receive higher number of Rights Shares).
The allotment results in respect of the excess Rights Shares are set out as follows:

Number of valid excess Total Total Approximate percentage of allocation based on the total number of excess Approximate Number of excess applications of number of excess number of excess Rights Shares percentage of Rights Shares applied for the successful applicants Rights Shares applied for Rights Shares allotted applied for in the category basis of Allotment

1-4,000 145 216,413 216,413 100.00% 100%
4,001-50,000 37 563,708 269,708 47.85% 30%-83%
50,001-700,000 27 7,039,757 1,692,757 24.05% 23%-28% Over 700,000 1 403,965,326 93,043,040 23.03% 23%

Total 210 411,785,204 95,221,918



The Board is of the opinion that the above basis of allotment is fair and reasonable to the
Qualifying Shareholders who have applied for excess Rights Shares under each application.

ADJUSTMENTS IN RELATION TO THE CONVERTIBLE BONDS

Pursuant to the terms of the instrument constituting the Convertible Bonds, the exercise/ conversion price and the number of Shares to be issued upon exercise of the subscription rights attached to the Convertible Bonds are required to be adjusted as a result of the Rights Issue.
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The Company had outstanding Convertible Bonds in an aggregate principal amount of HK$321,000,000 convertible into 961,077,844 new Shares at the conversion price of HK$0.334 per Share. As a result of the Rights Issue, the conversion price of the Convertible Bonds will be adjusted to HK$0.326 per Share on Saturday, 25 January 2014, pursuant to the terms and conditions of the Convertible Bonds. Following the adjustment, the maximum number of conversion Shares to be allotted and issued by the Company upon full conversion of the Convertible Bonds based on the adjusted conversion price of HK$0.326 per Share would be 984,662,576 new Shares.
By the Order of the Board

Wanda Commercial Properties (Group) Co., Limited

Chairman

Ding Benxi

Hong Kong, 23 January 2014

As at the date of this announcement, Mr. Ding Benxi (Chairman), Mr. Qi Jie, Mr. Qu Dejun and Mr. Chen Chang Wei are the non-executive Directors; Mr. Liu Chaohui is the executive Director; and Mr. Liu Jipeng, Mr. Xue Yunkui and Mr. Ba Shusong are the independent non- executive Directors.

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