Chinasoft International Limited — Proxy Solicitation & Information Statement 2006

May 18, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIREDS YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Melco International Development Limited, you should at once hand this circular to the purchaser or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
website: http://www.melco.hk.cn
Stock Code: 200
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GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

A notice convening the annual general meeting of Melco International Development Limited to be held at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Wednesday, 17th May, 2006 at 3:30 p.m. is contained in the 2005 annual report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the Annual Report to the Company’s registered office as soon as possible and in any event not less than 48 hours before the time for holding the AGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

25th April, 2006

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Chairman and Chief Executive Officer
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Procedures for Demanding a Poll by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	– Explanatory Statement Regarding Repurchase Mandate . . . . . . . . . . . . . . . . . .	6
**Appendix II **	– Details of Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings.

“AGM”	the annual general meeting of the Company to be held on
	Wednesday, 17th May, 2006 at 3:30 p.m. at 38th Floor, The
	Centrium, 60 Wyndham Street, Central, Hong Kong
“Annual Report”	the annual report of the Company for the year ended 31st December
	2005
“Board”	the board of Directors
“Companies Ordinance”	the Companies Ordinance (Chapter 32) of the Laws of Hong Kong
“Company”	Melco International Development Limited, a company incorporated
	in Hong Kong with limited liability under the Companies
	Ordinance whose shares are listed on the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	21st April, 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Re-election of Directors”	the re-election of Mr. Ng Ching Wo (as non-executive director)
	and Sir Roger Lobo (as independent non-executive director)
	immediately following their respective retirement at the AGM
“Share(s)”	the ordinary share(s) of HK$0.50 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers

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LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance) website: http://www.melco.hk.cn Stock Code: 200

Directors: Mr. Ho, Lawrence Yau Lung (Chairman and Chief Executive Officer) Mr. Tsui Che Yin, Frank Sir Roger Lobo Dr. Lo Ka Shui Mr. Ng Ching Wo**

Registered Office: 38th Floor, The Centrium 60 Wyndham Street Central Hong Kong

• Independent Non-executive Directors

• ** Non-executive Director

25th April, 2006

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

Pursuant to the Listing Rules and the Companies Ordinance, listed companies incorporated in Hong Kong may in certain circumstances, if authorised by their articles of association, purchase their own shares.

On 18th May, 2005, general mandates were given by the Company to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares (“General Mandates”). Under the Companies Ordinance and the Listing Rules, the General Mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company. Ordinary resolutions will therefore be proposed at the forthcoming AGM for the grant of the General Mandates.

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LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The aforesaid matters including the grant of General Mandates and the Re-election of Directors will be dealt with at the AGM. For the resolutions on these matters, you are referred to the notice of the AGM on pages 140 to 143 of the Annual Report.

The purpose of this circular is to provide you with information in connection with the aforementioned matters in order to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The resolution set out in item 5 of the notice of the AGM, if passed, will give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares up to 10% of the aggregate nominal amount of the Company’s issued share capital (the “Repurchase Mandate”) before the Company’s next annual general meeting. A statement explaining the Repurchase Mandate in accordance with the Listing Rules is set out in Appendix I to this circular.

At the AGM, resolutions set out in item 6 of the notice of the AGM will be proposed which, if passed, will give the Directors a general mandate to issue new Shares representing up to (i) 20 % of the aggregate nominal amount of the Company’s issued share capital at the date of passing the resolution and (ii) the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of such resolution (the “Issue Mandate”).

With respect of the General Mandates, the Directors confirm that they have no present intention of exercising the Issue Mandate to allot and issue securities of the Company and the Repurchase Mandate to repurchase shares of the Company.

3. RE-ELECTION OF DIRECTORS

The Board currently consists of five Directors including two executive directors, namely, Mr. Ho, Lawrence Yau Lung (Chairman and Chief Executive Officer) , Mr. Tsui Che Yin, Frank, one non-executive director, namely, Mr. Ng Ching Wo and two independent non-executive directors, namely, Sir Roger Lobo and Dr. Lo Ka Shui.

Under Article 103(A) of the Company’s articles of association, one third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. The Directors to retire in every year shall be those who have been longest in office since their last election. In accordance with these provisions, Mr. Ng Ching Wo and Sir Roger Lobo, who have been longest in office since their last election, shall retire and are eligible for re-election at the AGM.

The aforementioned retiring Directors have confirmed to the Company their willingness to be reelected as the Company’s directors and have offered themselves for re-election at the AGM. Brief biographical details of these Directors are set out in Appendix II of this circular.

The resolution set out in item 3 of the notice of the AGM, if passed, will re-elect Mr. Ng Ching Wo and Sir Roger Lobo as Directors.

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LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

4. ANNUAL GENERAL MEETING

The notice of the AGM, which contains resolutions on the aforementioned and other matters, is set out in the Annual Report accompanying this circular.

There is enclosed a form of proxy for use at the AGM. You are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM, whether or not you intend to be present at the meeting. The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

5. PROCEDURE FOR DEMANDING A POLL BY SHAREHOLDERS

Article 74 of the Company’s articles of association sets out the procedures by which shareholders of the Company may demand a poll:

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the Chairman of the meeting; or

• (b) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) by a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

6. RECOMMENDATION

The Directors believe that the granting of the General Mandates and the Re-election of Directors are in the best interests of the Company and the Shareholders, and, accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions on the aforementioned matters at the AGM.

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LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

Ho, Lawrence Yau Lung

Chairman and Chief Executive Officer

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EXPLANATORY STATEMENT REGARDING REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate and also constitutes the memorandum as required under Section 49BA(3) of the Companies Ordinance.

1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange, subject to certain restrictions, the most important of which are summarized below:

• (a) The shares to be repurchased by a company must be fully paid-up.

• (b) The company has previously sent to its shareholders an explanatory statement complying with the Listing Rules.

• (c) All on-market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase and a copy of such resolution together with the necessary documentation, have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,160,401,374 Shares. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 116,040,137 Shares (representing 10% of the issued Shares).

3. REASON FOR REPURCHASES

The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in future when depressed market conditions arise, repurchases of Shares may support the share prices and lead to an enhancement of the net asset value of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.

4. FUNDING OF REPURCHASES

Repurchase would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose and in accordance with the Companies Ordinance and the memorandum and articles of association of the Company.

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EXPLANATORY STATEMENT REGARDING REPURCHASE MANDATE

APPENDIX I

The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose. The Companies Ordinance further provides that the amount of premium payable on repurchase may only be paid out of the distributable profits of the company. Where the repurchased shares were issued at a premium, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of shares made for the purposes of the share repurchase up to certain limits specified by the Companies Ordinance.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2005) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2005
April	11.425	9.400
May	10.250	8.475
June	9.950	8.350
July	9.400	8.200
August	10.450	8.750
September	10.350	8.800
October	9.450	7.300
November	9.050	7.450
December	9.900	8.450
2006
January	13.150	8.850
February	13.350	10.500
March	16.350	11.450

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EXPLANATORY STATEMENT REGARDING REPURCHASE MANDATE

APPENDIX I

6. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the Companies Ordinance.

If as a result of a share repurchase, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, (a) Shun Tak Shipping Company, Limited, Sociedade de Turismo e Diversões de Macau, S.A. (“STDM”), Dr. Ho Hung Sun, Stanley and his associates were together beneficially interested in 11.28% of the issued share capital of the Company and (b) Better Joy Overseas Ltd. (a company owned as to 65% by Mr. Ho, Lawrence Yau Lung), Lasting Legend Ltd. (a company wholly owned by Mr. Ho, Lawrence Yau Lung) and Mr. Ho, Lawrence Yau Lung were together beneficially interested in 35.44 % of the issued share capital of the Company. Based on these shareholdings and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, (a) the shareholdings of Shun Tak Shipping Company, Limited, STDM, Dr. Ho Hung Sun, Stanley and his associates would be increased to 12.53% and (b) the shareholdings of Better Joy Overseas Ltd., Lasting Legend Ltd. and Mr. Ho, Lawrence Yau Lung would be increased to 39.38% of the issued share capital of the Company. Better Joy Overseas Ltd., Lasting Legend Ltd., Shun Tak Shipping Company, Limited, STDM, Mr. Ho, Lawrence Yau Lung, Dr. Ho Hung Sun, Stanley and his associates are deemed to be acting in concert under the Rules of the Takeovers Code. In the event that the Repurchase Mandate was exercised in full, a mandatory offer would require to be made by the parties of the concert group under the Takeovers Code. The number of Shares held by the public would remain in excess of 25% of the issued share capital of the Company on exercise in full of the power to repurchase shares under the Repurchase Mandate.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the Shareholders.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular. The Company will not purchase its shares if less than 25% of its issued share capital is held by public.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are particulars of the Directors proposed to be re-elected at the AGM.

(1) Mr. Ng Ching Wo, aged 55, Non-executive Director

Mr. Ng joined the Group in February 2003 as an Independent Non-executive Director and has assumed his current position as a Non-executive Director of the Company since September, 2004. Mr. Ng is a partner of Arculli Fong & Ng, Lawyers. Mr. Ng received his L.L.B. from the University of Alberta in Canada and was admitted to practise as a barrister and solicitor in Alberta in 1981. He is qualified as a solicitor in both the United Kingdom and Hong Kong. Mr. Ng’s practice focused primarily in the area of cross-border corporate and commercial work and he has experience in mergers and acquisitions, takeovers of private and listed companies, cross-border initial public offerings, tax planning, large-scale international joint ventures and technology transfer.

During the last 4 years, Mr. Ng was an independent non-executive director of Oriental Metals (Holdings) Co. Ltd., IIN International Ltd. and Fushan Holdings Ltd. Mr. Ng is currently a non-executive director of a Hong Kong listed companies, namely, United Pacific Industries Ltd., and an independent non-executive director of a Hong Kong listed company, namely, Finet Group Limited. Save for being the non-executive director of the Company, he does not hold any position in the Company or any subsidiary of the Company.

There is no service contract between the Company and Mr. Ng, but Mr. Ng is subject to rotation, retirement and re-election at annual general meeting pursuant to Articles of Association of the Company. The amount of emoluments for Mr. Ng is HK$200,000 per annum, which is determined by arm’s length negotiation between the parties with reference to the prevailing market rate. Save as disclosed herein, there are no other benefits provided to Mr. Ng for his directorship in the Company.

Mr. Ng does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ng has personal interest of 300,000 underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Ng’s re-election.

(2) Sir Roger Lobo, aged 83, Independent Non-executive Director

Sir Roger is a prominent figure in Hong Kong and Macau and has served on numerous public in the past. He was an Executive Council Member between 1967 and 1985, a Legislative Council Member between 1972 and 1985 (Senior Legislative Council Member between 1980 and 1985) and a Member of Urban Council (1965-1978). In addition, he was Chairman of the Advisory Committee on Post-Retirement Employment (1987-1998), Chairman of Hong Kong Broadcasting Authority (1987-1997) and Chairman and Member of various committees of Independent Commission Against Corruption (1975-1985).

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Sir Roger is currently serving on many civic and social services offices. These offices include Vice-Patron of the Community Chest of Hong Kong and The Society of Rehabilitation and Crime Prevention, Hong Kong; Member of the Board of Trustees of Business and Professionals Federation of Hong Kong; Council Member of Caritas Hong Kong; and Honorary Commissioner of Civil Aid Services.

Sir Roger sits on the board of a number of other companies, including Shun Tak Holdings Limited and PCCW Limited (both Hong Kong listed) and Johnson & Johnson (HK) Limited. Save for being an independent non-executive director of the Company, he does not hold any position in the Company or any subsidiary of the Company.

There is no service contract between the Company and Sir Roger, but Sir Roger is subject to rotation, retirement and re-election at annual general meeting pursuant to Articles of Association of the Company. The amount of emoluments for Sir Roger is HK$350,000 per annum, which is determined by arm’s length negotiation between the parties with reference to the prevailing market rate. Save as disclosed herein, there are no other benefits provided to Sir Roger for his directorship in the Company.

Sir Roger does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Sir Roger has personal interest of 300,000 underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Sir Roger’s re-election.

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