09:51     MELCO INT'L DEV<00200> - Announcement (6)                           

    REASONS FOR ENTERING INTO THE SERVICE ARRANGEMENTS                        
    Currently, the Group's business is broadly divided into four              
    divisions, namely, (i) leisure and entertainment division;                
    (ii) investment banking and financial services division;                  
    (iii) technology division; and (iv) property division.                    
    Elixir, an indirect wholly-owned subsidiary of the Company,               
    belongs to the technology arm of the Group and is principally             
    engaged in the business of system integration and supply and              
    provision of various software systems and hardware equipment              
    as well as information technology services to clients                     
    predominately in Macau and the Pearl River Delta Area of the              
    PRC. The provision of the Services to SJM and Mocha forms                 
    part of the normal business activities of Elixir and                      
    generates income for the Group. Besides, by leveraging on                 
    the established track record of providing technology systems              
    and services to SJM and Mocha, the Group would be able to                 
    further promote its products and services to other potential              
    customers in the gaming and entertainment industries in                   
    Macau.                                                                    
                                                                              
    The Board (save for the Independent Non-executive Directors               
    who would reserve their views until receipt of the letter                 
    of advice from the independent financial adviser) is of the               
    view that the terms of the Service Arrangements are fair and              
    reasonable and that they are arrived at after arm's length                
    negotiations and are upon normal commercial terms, in the                 
    ordinary and usual course of business of Elixir and the Group             
    and in the interests of the Shareholders as a whole.                      
                                                                              
    GENERAL                                                                   
    An independent board committee of the Company comprising its              
    Independent Non-executive Directors will be appointed to                  
    advise the Independent Shareholders on whether or not the                 
    terms of the Service Arrangements are fair and reasonable                 
    and in the interests of the Independent Shareholders as a                 
    whole. An independent financial adviser will be appointed                 
    to advise the independent board committee in respect of the               
    terms of the Service Arrangements.                                        
                                                                              
    A circular containing, among other things, (i) further                    
    information on the Service Arrangements; (ii) the                         
    recommendation from the independent board committee of the                
    Company; (iii) a letter of advice from the independent                    
    financial adviser to the independent board committee of the               
    Company; and (iv) a notice of the EGM will be dispatched to               
    the Shareholders within 21 days from the date of this                     
    announcement.                                                             
                                                                              
    As at the date of this announcement, the Board comprises three            
    Executive Directors, namely, Dr. Stanley Ho (Chairman), Mr.               
    Lawrence Ho (Managing Director) and Mr. Frank Tsui; two                   
    Non-executive Directors, namely, Mr. Ho Cheuk Yuet and Mr.                
    Ng Ching Wo; and three Independent Non-executive Directors,               
    namely, Sir Roger Lobo, Mr. Robert Kwan and Dr. Lo Ka Shui.               
                                                                              
    DEFINITION                                                                
    In this announcement, the following expressions have the                  
    meanings set out below unless the context requires                        
    otherwise:                                                                
                                                                              
    "associate"   has the same meaning as ascribed to it in the               
    Listing Rules                                                             
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Company"   Melco International Development Limited, a                    
    company incorporated in Hong Kong, the securities of which                
    are listed on the Stock Exchange                                          
                                                                              
    "connected person"   has the same meaning as ascribed to it               
    in the Listing Rules                                                      
                                                                              
    "Director(s)"   the director(s) of the Company                            
                                                                              
    "Dr. Stanley Ho"   Dr. Ho Hung Sun, Stanley, the Chairman                 
    and an Executive Director of the Company                                  
                                                                              
    "EGL"   Elixir Group Limited, a company incorporated in Hong              
    Kong with limited liability on 2nd July 2002 and a                        
    wholly-owned subsidiary of the Company                                    
                                                                              
    "EGM"   an extraordinary general meeting of the Company to                
    be convened for the purpose of considering and approving the              
    Service Arrangements and all transactions contemplated                    
    thereunder