10:46 MELCO INT'L DEV<00200> - Announcement & Resumption (6) The Consideration Shares represent approximately 2.38% of all existing issued Shares and approximately 2.32% of the enlarged issued share capital of Melco immediately after the allotment and issue of the Consideration Shares (assuming no other Shares are issued prior to the date of issue of the Consideration Shares). The proposed allotment and issue of the Consideration Shares will be subject to the approval by the Independent Shareholders (by way of poll) at the EGM. Application will be made to the Listing Committee for the listing of, and permission to deal in, the Consideration Shares. The Consideration Shares, when allotted and issued, shall rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Consideration Shares including the right to all dividends, distribution and other payments made or to be made, the record date for which falls on or after the date of such allotment and issue. Save for the Placing, the issue of securities and convertible notes by Melco for acquisition of 80% equity interests in Mocha Slot as disclosed in the announcement and the circular of Melco respectively dated 23 March 2004 and 23 April 2004 and the issues of the First Convertible Bond and Second Convertible Bond by Melco for acquisition of altogether 70% equity interests in Great Wonders as disclosed in the announcements and circulars of Melco respectively dated 13 September 2004, 11 October 2004, 23 November 2004 and 5 January 2005, Melco has not undertaken any fund raising exercise over the past twelve months. CONDITIONS OF THE THIRD AGREEMENT Conditions precedent Completion of the Third Agreement, is conditional on (i) the Independent Shareholders having approved, by way of poll, the transactions contemplated under the Third Agreement including the allotment and issue of the Consideration Shares at the EGM; and (ii) all necessary authorizations pursuant to the Listing Rules, including but not limited to the Listing Committee granting the listing of, and permission to deal in, the Consideration Shares, having been obtained. Unless Melco and STDM otherwise agree, if the conditions precedent set out above are not fulfilled on or before 30 June 2005, STDM may, by notice to Melco and Melco Entertainment to terminate the Third Agreement and in which case, the Third Agreement shall forthwith cease to have effect and no party thereunder shall have further liability under the Third Agreement (provided that such termination shall be without prejudice to any rights or remedies of the parties which shall have accrued prior to such termination). The completion of the Third Agreement is not conditional upon the completion of the Great Wonders Agreement. However, it is contemplated that Melco will procure Melco Entertainment to proceed with the completion of the Great Wonders Agreement at the same time of the completion of the Third Agreement. Condition subsequent If the concession of the Land is not granted to Great Wonders on or before 1 September 2005, Melco shall have the right to re-sell STDM's 30% equity interests in Great Wonders to STDM and in such event, STDM shall be obliged to re-purchase the 30% equity interests is Great Wonders for the consideration previously paid by Melco. Pursuant to the First Agreement and the Second Agreement as disclosed in the announcements and circulars of Melco respectively dated 13 September 2004, 11 October 2004, 23 November 2004 and 5 January 2005, if the concession of the Land is not granted to Great Wonders on or before 1 September 2005, Melco shall have the right to terminate the First Convertible Bond and the Second Convertible Bond and forthwith transfer the altogether 70% equity interests in Great Wonders back to STDM. To the best of the Directors' knowledge, information and belief, the concession of the Land will be granted on or before 1 September 2005. Completion Completion of the Third Agreement shall take place as soon as practicable and in any event not later than 21 days after fulfillment of the conditions precedent of the Third Agreement.