11:05 MELCO INT'L DEV<00200> - Announcement (16) * Great Respect is responsible for all costs and expenses incurred in relation to the application, provided that the land premium payable on the grant of any land successfully secured as a result of Great Respect's efforts would be borne by Melco Leisure and Great Respect in accordance with the percentages specified below. * The Joint Venture MOA provides that if the Macau Government were to agree to grant land in Cotai to the Joint Venture, or the vehicle provided by Melco Leisure to make the application, Melco Leisure would have an interest of 50.8% in the land and Great Respect would have an interest of 49.2%. * Similarly, the Joint Venture MOA also provides that, upon a land application being approved, the parties would form a joint venture to develop the land on a 50.8% (Melco Leisure): 49.2% (Great Respect) basis. * Great Respect is required to liaise with SJM for the operation of a casino at the developed property. * The Joint Venture MOA contemplates that the parties would negotiate and enter into more detailed joint venture documentation prior to the formal grant of development rights in relation to any land secured by Great Respect for the benefit of the Joint Venture. INFORMATION ON THE MELCO GROUP Currently, the Melco group's business is broadly divided into four divisions: * Leisure and entertainment * Investment banking and financial services * Technology * Property investment Great Wonders, an existing member of the Melco Entertainment group, is in the case of applying a grant of a parcel of land with an area of approximately 5,230 sq. metres located at Biaxa da Taipa, Macau for developing a luxury hotel with a casino and 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 (subject to the approval of the Macau Government authorities) be managed by Mocha Slot, a subsidiary of Melco Entertainment. Details of this investment are set out in Melco's announcements dated 23rd November 2004 and its shareholder circular dated 5th January 2005. FINANCIAL INFORMATION Melco Hotels was incorporated as a special purpose vehicle, and the Joint Venture was established, in each case, with the sole business purpose of applying to the Macau Government for the development rights in respect of one or more parcels of land in Cotai, Macau and subsequently developing any land acquired. Except for having been offered the right to apply to the Macau Government for the development rights in respect of the Land and except for Melco Hotels having made an application to the Macau Government for the grant of development rights, each of the Joint Venture and Melco Hotels have not and do not carry on any business, have made no sales, have no turnover or other material assets. Moreover, since no development rights have yet been granted in respect of the Land, the 49.2% interest of Great Respect in the Joint Venture does not have a net asset value or income stream attributable to it. The unaudited management accounts of Melco Hotels as at 30th April 2005 show a net asset value of MOP 25,000 (equivalent to approximately HK$24,224) as at the date of those management accounts and turnover of zero since the date of Melco Hotels' incorporation on 20th July 2004. As at the date of this announcement, the net asset value of the Joint Venture is zero. FINANCIAL IMPLICATIONS OF THE TRANSACTIONS Completion of the First Agreement and the Second Agreement will not give rise to a gain or loss for Melco.