Melco International Development Limited — M&A Activity 2009

May 26, 2009

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Crocodile Garments Limited.

RICH PROMISE LIMITED (Incorporated in the British Virgin Islands with limited liability)	(Stock Code: 122)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION of crocodile garments limited

by way of a scheme of arrangement

under section 166 of the companies ordinance

Proposed withdrawal of listing of

crocodile garments limited

RESULTS OF THE ADJOURNED COURT MEETING AND

THE ADJOURNED EGM

AND

RESUMPTION OF TRADING

Financial Adviser to Rich Promise Limited

Independent financial adviser to

the Independent Board Committee of Crocodile Garments Limited

RESULTS OF THE ADJOURNED COURT MEETING AND THE ADJOURNED EGM The Scheme was not approved by the requisite majority and was disapproved by over 10% of all Shares held by all the Independent Shareholders at the adjourned Court Meeting. As a result, the adjourned EGM was adjourned indefinitely.

THE IMPROVED PROPOSAL As the Scheme was not approved by the requisite majority and was disapproved by over 10% of all the Shares held by all the Independent Shareholders at the adjourned Court Meeting, (i) the Improved Proposal will not be implemented and hence has lapsed; and (ii) the Option Offer has lapsed and all Options will remain unaffected and exercisable during their relevant exercise periods under the terms of the Share Option Scheme; (iii) the Offer Period as defined in the Takeovers Code has ended; and (iv) the listing of the Shares on the Stock Exchange will be maintained. SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:30 a.m. on Tuesday, 26 May 2009 pending the issue of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 27 May 2009.

Reference is made to the scheme document dated 27 March 2009 in relation to the Proposal (the “Scheme Document”) and the supplemental scheme document dated 30 April 2009 in relation to the Improved Proposal (the “Supplemental Scheme Document”) jointly issued by the Company and the Offeror.

Unless defined herein or the context otherwise requires, capitalised terms referred to herein shall have the meanings given to them in the Scheme Document and the Supplemental Scheme Document.

Any information or statement relating to the results of the adjourned Court Meeting and the adjourned EGM included in this announcement is based on information provided by the Company to the Offeror, the results themselves having been certified by Tricor Tengis Limited, the registrar of the Company and the scrutineer appointed for the purpose of vote-taking at both meetings.

RESULTS OF THE ADJOURNED COURT MEETING AND THE ADJOURNED EGM

The adjourned Court Meeting and the adjourned EGM were held on Tuesday, 26 May 2009 at Fanling Room, Lower Level I, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong. The registrar of the Company, Tricor Tengis Limited, was appointed the scrutineer for the purpose of vote-taking at both meetings.

Results of the adjourned Court Meeting

Before the substantive business of the adjourned Court Meeting, a Shareholder proposed that the adjourned Court Meeting be adjourned for a second time. The adjournment proposal was put to a polled vote but was defeated. Accordingly, the adjourned Court Meeting continued in order to consider the substantive resolution to approve the Scheme, the poll results in respect of which were as follows:

	Votes cast by the Independent Shareholders either in person or by proxy	Votes cast by the Independent Shareholders either in person or by proxy for the Scheme	Votes cast by the Independent Shareholders either in person or by proxy against the Scheme
Number of Independent Shareholders	115 (Note 1)	66	50
Number of Shares represented	137,525,357	87,414,943 (Note 2)	50,110,414 (Note 3)

Notes:

1. HKSCC Nominees Limited, being the nominee for and on behalf of different ultimate beneficial Independent Shareholders, has voted both for and against the Scheme. Therefore, the aggregate number of Independent Shareholders voting for and against the Scheme (116) is more than the number of Independent Shareholders present and voting either in person or by proxy at the adjourned Court Meeting (115).

2. Such number represents approximately 63.56% of the number of Shares held by all the Independent Shareholders present and voting either in person or by proxy at the adjourned Court Meeting.

3. Such number represents (i) approximately 36.44% of the number of Shares held by all the Independent Shareholders present and voting either in person or by proxy at the adjourned Court Meeting and (ii) approximately 16.76% of the number of Shares held by all the Independent Shareholders (whether or not present and voting at the adjourned Court Meeting).

As the Scheme was not approved by at least three-fourths in value of the Shares held by the Independent Shareholders present and voting either in person or by proxy at the adjourned Court Meeting and was disapproved by more than 10% in value of all Shares held by all of the Independent Shareholders, the Scheme cannot be put into effect and hence has lapsed.

As at the date of the adjourned Court Meeting, the total number of Shares in issue was 617,127,130, among which there were a total of 298,915,130 Shares entitling the holders to attend and vote at the adjourned Court Meeting for or against the Scheme. There were no Shares entitling the holder to attend and vote only against the Scheme at the adjourned Court Meeting. The 318,212,000 Shares beneficially owned by the Offeror and Mr. Lam, being the only party having a beneficial interest in the Shares and deemed to be acting in concert with it were not represented or voted at the adjourned Court Meeting.

Results of the adjourned EGM

As the Scheme was not approved by the requisite majority and was disapproved by over 10% of all the Shares held by all of the Independent Shareholders at the adjourned Court Meeting, a poll was demanded by the Chairman of the adjourned EGM for voting on a proposed resolution to adjourn indefinitely the adjourned EGM. The poll results in respect of that ordinary resolution were as follows:

Ordinary resolution	Number of votes (%)
For	Against
325,369,288 (99.99%)	10,000 (0.01%)

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed. Accordingly, the Chairman of the adjourned EGM, with the consent of that general meeting, adjourned indefinitely the adjourned EGM.

As at the date of the adjourned EGM, the total number of Shares in issue was 617,127,130, all of which entitled the holders to attend and vote at the adjourned EGM for or against the ordinary resolution to adjourn indefinitely the adjourned EGM. There were no Shares entitling the holder to attend and vote only against this ordinary resolution at the adjourned EGM.

THE IMPROVED PROPOSAL AND THE OPTION OFFER

As the Scheme was not approved by the requisite majority and disapproved by over 10% of all the Shares held by all the Independent Shareholders at the adjourned Court Meeting:

1. the Improved Proposal will not be implemented and hence has lapsed;
2. the Option Offer has lapsed and all Options will remain unaffected and exercisable during their relevant exercise periods under the terms of the Share Option Scheme;
3. the Offer Period as defined in the Takeovers Code has ended; and
4. the listing of the Shares on the Stock Exchange will be maintained.

GENERAL

As at the Latest Practicable Date (as defined in the Supplemental Scheme Document), the Offeror and Mr. Lam remained beneficially interested in 318,212,000 Shares, representing approximately 51.56% of the issued share capital of the Company. There has been no dealings in the Shares by the Offeror or parties acting in concert with the Offeror, including Mr. Lam, since such Latest Practicable Date.

SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:30 a.m. on Tuesday, 26 May 2009 pending the issue of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 27 May 2009.

By Order of the Sole Director Rich Promise Limited Lam Kin Ming Director	By Order of the Board Crocodile Garments Limited Yeung Kam Hoi Company Secretary

Hong Kong, 26 May 2009

As at the date of this announcement, Mr. Lam is the sole director of the Offeror.

Mr. Lam, as sole director of the Offeror, accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the executive Directors are Mr. Lam Kin Ming (Chairman and Chief Executive Officer), Ms. Lam Wai Shan, Vanessa (Deputy Chief Executive Officer), Mr. Lam Kin Ngok, Peter, Mr. Lam Kin Hong, Matthew and Ms. Cheng Suet Fei, Sophia; the non-executive Directors are Ms. Lam Suk Ying, Diana and Mr. Tong Ka Wing, Carl; and the independent non-executive Directors are Mr. Wan Yee Hwa, Edward, Mr. Yeung Sui Sang and Mr. Chow Bing Chiu.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and parties acting in concert with it (except the Group)) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that expressed by the Offeror and parties acting in concert with it (except the Group)) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement (other than that relating to the Offeror and parties acting in concert with it (except the Group)) misleading.