Chinasoft International Limited — M&A Activity 2001

Oct 26, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Melco International Development Limited

(Incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

VOLUNTARY CASH OFFER BECOMING UNCONDITIONAL

On 23rd October, 2001, the Offeror declared that the voluntary cash offer to acquire the Shares has become unconditional on 23rd October, 2001. The Offer is made at the price of HK$1.15 per Share.

Shareholders should note that unless further extended or revised by the Offeror, the Offer will remain open for acceptance until 4:00 p.m. on Monday, 19th November, 2001.

The Directors refer to the announcements of Lasting Legend Ltd on 16th October, 2001, 20th October, 2001 and 23rd October, 2001, and the announcement of the Company dated 18th October, 2001 in relation to the voluntary conditional general offer by Lasting Legend Ltd for all the Shares in the issued share capital of the Company (other than those currently held by the Offeror or parties acting in concert with it). Terms used in this announcement shall have the same meanings as defined in the Company's announcement dated 18th October, 2001 unless otherwise defined herein.

‍THE OFFER BECOMING UNCONDITIONAL

On 23rd October, 2001, the Offeror declared that the Offer has become unconditional on 23rd October, 2001. Up to 23rd October, 2001, the Offeror and parties acting in concert with it hold in aggregate 62,569,307 Shares, representing an aggregate of approximately 51.7% of the Shares in issue. The Offeror has stated that Mr. Ho Yau Lung, Lawrence, Mr. Peter So, Mr. Ho Cheuk Yuet, Mr. Frank Tsui and Madam Lucina Laam King Ying will be appointed as executive directors of the Company as soon as practicable after the Offer has become unconditional.

‍TIMING IN RELATION TO THE OFFER

Unless otherwise extended or revised by the Offeror, the Offer will remain open for acceptance until 4:00 p.m. on Monday, 19th November, 2001. The Offer will close at 9:30 a.m. on Tuesday, 20th November, 2001.

‍MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror has stated that it intends to maintain the listing of the Shares on the Stock Exchange. The Offeror has undertaken and any new directors to be appointed to the Board of the Company will undertake, to the Stock Exchange to take appropriate steps following the closing of the Offer to ensure that such number of Shares as may be required by the Stock Exchange are held by the public.

The Stock Exchange has stated that in the event that less than 25% of the Shares are in public hands following the closing of the Offer, it will closely monitor trading in the Shares. If the Stock Exchange believes that a false market exists or may exist in the Shares; or that there are too few Shares in public hands to maintain an orderly market, then it will give consideration to exercising its discretion to suspend trading in the Shares.

The Stock Exchange has also stated that, if the Company remains a listed company, any future injections into or disposals of the Company will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has a discretion to require the Company to issue a circular to its Shareholders where any acquisition or disposal by the Company is proposed, irrespective of the size of the proposed transaction, particularly when such proposed transaction represents a departure from the principal activities of the Company. The Stock Exchange also has the power pursuant to the Listing Rules, to aggregate a series of transactions and any such transactions may result in the Company being treated as if it were a new listing applicant.

‍CAUTION

Shareholders and investors are advised to exercise caution in dealing in the Shares.

By order of the Board of
Melco International Development Limited
Dr. Stanley HoChairmanHong Kong, 24th October, 2001

The information contained in this announcement relating to the Company has been supplied by the Company. The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in the Hong Kong iMail.