10:47 MELCO INT'L DEV<00200> - Announcement & Resumption (9) Information on Melco Entertainment and the Hospitability Business Melco Entertainment is a non wholly-owned subsidiary of Melco within the JV Group and is the immediate holding company of 70% equity interests in Great Wonders as at the date of this announcement. The Hospitality Business is concerned with the business pursued or to be pursued by Great Wonders, which has applied for the concession of the Land, for developing a luxury hotel housing a casino and an electronic gaming machine lounge. It is contemplated that upon completion of the hotel, the casino will be operated by SJM and the electronic gaming machine lounge will be managed by Mocha Slot (subject to the approvals of the Macau government authorities). On 11 November 2004, SJM issued a Letter of Confirmation to Great Wonders (which was counter-signed by Great Wonders), regarding a confirmation given by SJM to enter into the Proposed Lease Agreement upon (i) the successful grant of the concession of the Land to Great Wonders and (ii) obtaining of the relevant approvals by SJM from the Macau government authorities, in respect of a proposed lease by SJM from Great Wonders for an area of approximately 18,000 square meters at the hotel to be developed on the Land for the purpose of operating a casino with not less than 160 gaming tables. According to the Letter of Confirmation and subject to the terms of the Proposed Lease Agreement, the expected duration of the lease shall be a period from the commencement of business of the hotel to the expiry of SJM's concession to operate casinos in Macau on 31 March 2020 and as the proposed monthly rental, Great Wonders shall receive an amount equal to the aggregate of (i) 40% of the gross monthly revenue generated from 60 gaming tables and (ii) such percentage to be further agreed between SJM and Great Wonders (but in any case not less than 30%) of the gross monthly revenue generated from the remaining gaming tables. To the best of Melco's knowledge and belief, the Letter of Confirmation is a validly binding document between Melco and SJM. Save as disclosed above and since the hotel has not been developed, no concrete term of the Proposed Lease Agreement has been reached between Melco and SJM as at the date of this announcement. SJM is a company incorporated under the laws of Macau and is majority owned by STDM with Dr. Stanley Ho as its managing director. SJM has been selected by the Macau government authorities as one of the three concessionaries to engage in casino gaming operations in Macau from 1 April 2002 to 31 March 2020. By reason of the fact that Dr. Stanley Ho, who is the Chairman and Executive Director of Melco, has an equity interest in, as well as being a director of, SJM and STDM respectively, SJM is considered as a connected person under the Listing Rules. Accordingly, upon (i) completion of the hotel development on the Land and (ii) fulfillment of the conditions as set out in the Letter of Confirmation, namely, the successful grant of the concession of the Land to Great Wonders and obtaining of the relevant approvals by SJM from the Macau government authorities, the proposed execution of the Proposed Lease Agreement may constitute a possible non-exempt continuing connected transaction of Melco under Chapter 14A of the Listing Rules and if such circumstances arise, Melco will comply with the relevant requirements of the Listing Rules as to reporting, announcement and the Independent Shareholders' approval (by way of poll) (as the case may be). Information on Great Wonders Great Wonders was a company initially established by STDM on 15 September 2004 pursuant to the First Agreement. As a result of the completions of the First Agreement and the Second Agreement and the formation of the JV Group pursuant to the Subscription Agreement, Great Wonders became a non wholly-owned subsidiary of Melco within the JV Group and in which Melco has an attributable interests of 42% (which will be increased to 60% subject to the completions of the Third Agreement and the Great Wonders Agreement.) Currently, except for applying the concession of the Land for developing a luxury hotel and the signing of the Letter of Confirmation with SJM, Great Wonders does not carry out any other business and thus it does not have any contribution to the Group. Also, as the concession of the Land has not yet been granted, Great Wonders only has a net asset value of MOP$ 1 million (equivalent to approximately HK$0.97 million) representing its issued share capital as at the date of this announcement. Subject to the grant of the concession of the Land by the Macau Government, the sole asset of Great Wonders will be the Land.