VCTS Announces its Intention to Acquire Melco China Resorts by Reverse Take-Over



    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    TRADING SYMBOL: "CTX.H" NEX

    VANCOUVER, Sept. 4 /CNW/ - Virtual China Travel Services Co., Ltd.
("VCTS" or the "Company") (NEX: CTX.H) is pleased to announce that it has
entered into a non-binding letter of intent (the "Letter of Intent") dated
August 22, 2007 with the shareholders of Melco China Resorts Investment
Limited, a Cayman Islands company ("Melco China Resorts") pursuant to which
VCTS will acquire Melco China Resorts in a reverse take-over transaction (the
"Transaction"). Melco China Resorts will own and operate four ski resorts in
China.
    The shareholders of Melco China Resorts are: (1) Melco Leisure and
Entertainment Group Limited ("Melco Leisure"), a company wholly-owned by Melco
International Development Limited ("Melco"); (2) Hillwide Technology Limited
("Hillwide"), a company controlled by the management of Melco China Resorts;
and (3) Ying Wah Consultants Limited ("Ying Wah"), a company controlled by a
group of senior employees, consultants and agents of Melco China Resorts.
Melco Leisure, Hillwide and Ying Wah hold, respectively, 45%, 39% and 16% of
Melco China Resorts (collectively, the "Melco China Resorts Shareholders").
    Pursuant to the Letter of Intent, VCTS will purchase: (a) from Melco
Leisure, its 45% interest in Melco China Resorts by issuing to Melco Leisure a
promissory note in the amount of approximately CDN$29.0 million (the "Note");
(b) from Hillwide, its 39% interest in Melco China Resorts by assuming debt
owed to Melco China Resorts in the amount of approximately US$23.1 million
(approximately CDN$24.8 million) and issuing to Hillwide 3.22 million common
shares of VCTS; and (c) from Ying Wah, its 16% interest in Melco China Resorts
by issuing to Ying Wah 103.25 million common shares of VCTS.
    The debt owed to Melco China Resorts to be assumed by VCTS from Hillwide
is interest free. The Note in favour of Melco Leisure will bear interest at
the Canadian prime rate plus 3% and is payable on December 31, 2008, subject
to a right of pre-payment without penalty. It is intended that the Note will
be repaid by VCTS from the proceeds of an equity financing to be completed
subsequent to the closing of the Transaction. If VCTS does not have the
financial resources to pay the principal and interest on the Note on the
maturity date, VCTS will have the option of paying the principal and interest
on the Note in common shares of VCTS valued at the greater of: (i) a 10%
discount to the volume weighted average price for the five trading days prior
to the principal and/or interest payment date; and (ii) as provided by
applicable TSX Venture Exchange policies. The common shares of VCTS to be
issued to Hillwide and Ying Wah (and potentially to Melco Leisure) will be
valued at CDN$0.10 per share.
    Concurrent with the Transaction, Melco will purchase 350 million common
shares of VCTS from treasury at a price of CDN$0.10 per share for an aggregate
price of CDN$35 million in a private placement transaction (the "Private
Placement"). The proceeds from the Private Placement will be used to fund the
development of the ski resort properties (that Melco China Resorts is in the
process of acquiring) and general and administrative expenses and will be
available to pay the debt assumed by VCTS.
    Prior to the closing of the Transaction, VCTS will cancel approximately
7 million common shares currently held in escrow and consolidate its remaining
24 million common shares then outstanding on a 2 for 1 basis such that the
current VCTS common shareholders will hold approximately 12 million common
shares at the closing of the Private Placement (the "Share Consolidation").
    After the Share Consolidation and upon completion of the Transaction and
Private Placement, and assuming the Note is repaid in cash, the total number
of outstanding common shares of VCTS will be approximately 468,470,000 (on an
undiluted basis), of which Melco will hold 350 million shares (representing
approximately 74.7% of VCTS); Hillwide will hold 3.22 million common shares
(representing approximately 0.7% of VCTS); Ying Wah will hold 103.25 million
common shares (representing approximately 22.0% of VCTS); and existing VCTS
shareholders will hold approximately 12 million shares (representing
approximately 2.6% of VCTS).
    Pursuant to the Letter of Intent, one of the five current directors of
VCTS will resign from the VCTS board of directors upon execution of the
definitive agreement for the Transaction (the "Definitive Agreement") and VCTS
will appoint a nominee of the Melco China Resorts Shareholders as a director
of VCTS. The remaining current directors of VCTS will resign effective on the
completion of the Transaction. Upon completion of the Transaction, the board
of directors is expected to consist of a minimum of seven directors including
at least three independent directors and one representative from management of
Melco China Resorts.
    The entry into of the Definitive Agreement by VCTS and the Melco China
Resorts Shareholders will be subject to board approval of VCTS and each of the
Melco China Resorts Shareholders, as well as completion of due diligence to
the satisfaction of VCTS and the Melco China Resorts Shareholders.
    If the Transaction is not completed on or before February 29, 2008 (or
such other date as may be agreed to by the parties) VCTS or the Melco China
Resorts Shareholders may terminate the Definitive Agreement. If such
non-completion is solely as a result of the fault of Melco or the failure to
procure shareholder, regulatory or third party approvals required by Melco or
any Melco China Resorts Shareholder, other than VCTS shareholder approval,
Melco will reimburse VCTS up to a maximum of CDN$500,000 for certain expenses
in connection with the transactions contemplated by the Letter of Intent. The
reimbursement of expenses by Melco will be the sole remedy of VCTS if such
non-completion is solely as a result of the fault of Melco or the failure to
procure shareholder, regulatory or third party approvals required by Melco or
any Melco China Resorts Shareholder. As security, Melco will deposit with VCTS
CDN$50,000 within five business days of today, CDN$50,000 within five business
days of entering into the Definitive Agreement and CDN$150,000 within five
business days of the date of printing and mailing of the information circular
to shareholders of VCTS in regard to the transactions contemplated in the
Letter of Intent.
    VCTS expects to call a shareholders' meeting to be held in November 2007
to approve, among other things, the Share Consolidation, the Private
Placement, the Transaction, the changes to the board of directors, a
continuance from Alberta to British Columbia and a change of name from VCTS to
"Melco China Resorts" or such other name as may be determined. It is expected
that a voting agreement will be entered into among the Melco China Resorts
Shareholders and the principal shareholders of VCTS (each holding more than
10% of the outstanding common shares of VCTS) and Yow Lin Chu, the President,
Chief Executive Officer and a Director of VCTS, to support the transactions
contemplated by the Letter of Intent.
    The completion of the Transaction is expected to occur in November 2007.
The completion of the Transaction will be subject to the usual conditions of
closing and will include approval from the shareholders of each of VCTS, Melco
Leisure, Hillwide and Ying Wah; all necessary regulatory approvals, including
approval from the TSX Venture Exchange; and compliance with certain negative
covenants including no change of business, no issuance of securities, no
incurrence of liabilities and no change in employment arrangements. The
closing of the Private Placement will also be a cross-condition.
    VCTS is currently negotiating the terms of sponsorship with a Sponsor.
VCTS plans to issue a subsequent release once the terms of the sponsorship has
been settled.
    The common shares of VCTS have been halted from trading since August 13,
2007 and will resume trading on the completion or termination of the
Transaction.

    ABOUT MELCO CHINA RESORTS

    Melco China Resorts is in the process of acquiring four ski resorts in
China that are located in Beijing, Heilongjiang Province and Jilin Province:
(1) the Yabuli Sun Mountain Resort; (2) the Lianhuashan Beijing Resort; (3)
the Lianhuashan Changchun Mountain Resort; and (4) the Lianhuashan Jilin
Mountain Resort. The acquisitions are at various stages of completion.
Attached as Exhibit "A" is a summary of the acquisition agreements relating to
the four ski resorts. Melco China Resorts plans to develop each resort in
accordance with its distinct setting and to expand the range and variety of
mountain resort experiences offered by its properties. This development is
expected to attract and maintain resort customer interest and the position of
Melco China Resorts as a leading owner and operation of village centred
mountain resorts in China.

    Yabuli Sun Mountain Resort

    Yabuli Sun Mountain Resort is the most well known ski resort in China
located 2.5 hours south east of Harbin, Heilongjiang Province with a city
population of approximately 9.5 million. Yabuli commenced operations in 1996
and will host the 2009 World University Games (the "Games") and will benefit
from substantial government support with new freeway access, an existing
international airport and infrastructure improvements underway to support the
Games. Yabuli includes four peaks of which Peaks 1 and 2 are operated by the
Chinese government as a training facility and will host the alpine events for
the Games. The resort also operates Peak 3 which is currently under
development.

    Lianhuashan Beijing Resort

    Lianhuashan Beijing Resort ("LHS Beijing") enjoys an excellent location
within Beijing, which has a population of approximately 15 million. In
addition, of the 13 existing Beijing ski areas, LHS Beijing is located closest
to the downtown core and the upper and upper middle class neighbourhoods in
Beijing and is approximately one hour from Beijing's Third Ring Road and
20 minutes from the Beijing airport. The resort occupies approximately
160 hectares pursuant to a lease with significant flat land at its base. The
resort has excellent beginner terrain that can accommodate substantial
attendance by beginner skiers at various levels of ability.

    Lianhuashan Changchun Mountain Resort

    Lianhuashan Changchun Resort ("LHS Changchun") has excellent access from
Changchun city and its regional market with a wide variety of terrain
available to develop into a multi-recreational, multi-seasonal resort. The
property is located 45 kilometres south east of Changchun in Jilin Province
with easy access provided by an existing four lane freeway and is a training
site for China's Olympic and medal winning aerial ski team as well as a host
venue for the 2007 Asian Winter Games aerials and half pipe competitions.
While Melco China Resorts expects to develop this resort into a leading player
in the regional market from Changchun, it is also planning to position the
resort to draw longer stay drive traffic from Shenyang and Jilin. This is
expected to be achieved by establishing the resort as a mountain adventure
centre offering a variety of mountain and adventure sports in one location.

    Lianhuashan Jilin Mountain Resort

    Lianhuashan Jilin Mountain Resort boasts outstanding natural beauty year
round, and has excellent mountain terrain with a vertical drop of 575 metres.
This resort has been ranked by international ski enthusiasts as the best
mountain terrain in Jilin Province. A new highway was opened in December 2006
providing easy access to the resort for approximately 8.5 million people
within a two-hour drive radius from cities such as Changchun, Shenyang and
Jilin. It is expected that this resort will be developed as a high end, ultra
exclusive private mountain resort club integrating real estate with private
memberships.

    Management

    Upon completion of the Transaction, the key members of management of the
Company are expected to be the following:

    Frank Tsui, President

    Frank Tsui is expected to be the President of the Company. Mr. Tsui has
more than 27 years of experience in doing business in China and in the area of
investment and banking having held senior management positions at various
international financial institutions. Mr. Tsui has been an Executive Director
of Melco since November 2001. Prior to joining Melco, Mr. Tsui was the
President of China Assets Investment Management Limited which is the
investment manager of China Assets (Holdings) Limited, a listed investment
holding company in Hong Kong. Mr. Tsui graduated with bachelor and a master
degrees in business administration from the Chinese University of Hong Kong
and with a law degree from the University of London. He is a member of the
Certified General Accountants Association of Canada and the Hong Kong
Securities Institute.

    Graham Kwan, Chief Operating Officer

    Graham Kwan is expected to be the Chief Operating Officer of the Company.
Mr. Kwan has held various senior executive positions with Intrawest ULC
(formerly, Intrawest Corporation) ("Intrawest") in the corporate, real estate
and operations groups, from 1997 to 2006. Mr. Kwan has international
experience in resort planning, development, management and operations having
been responsible for all of Intrawest's activities in China. Prior to joining
Intrawest, Mr. Kwan was a partner with Belt Collins, one of Asia's largest
resort planning firms, and founder of Belt Collins' specialty division,
Attractions International, based in Sydney, Australia.

    Frank Ng, Chief Financial Officer

    Hin Kit (Frank) Ng is expected to be the Chief Financial Officer of the
Company. Mr. Ng has over 20 years professional accounting and finance
experience in a number of multinational companies in China and Hong Kong such
as Beijing Oriental Plaza Co., Limited, Hutchison Whampoa, Procter & Gamble,
Duracell and Inchcape. Prior to joining Melco China Resorts, Mr. Ng was the
CFO of Agile Property Holdings Limited. Mr. Ng is a CPA in Hong Kong and
Australia and he is also a fellow member of The Association of Chartered
Certified Accountants and an associate member of The Institute of Chartered
Secretaries and Administrators. Mr. Ng obtained a post-graduate Diploma in
Management Studies from City University of Hong Kong in 1991, a Master of
Business Administration degree from Monash University in 1994, a Master of
Social Science degree in Real Estate from University of Reading in 2006 and a
Professional Diploma in Business and Assets Valuation in University of Hong
Kong in 2007.

    John Jeakins, Executive Vice President, Resort Operations

    John Jeakins is expected to be the Executive Vice President, Resort
Operations of the Company. Mr. Jeakins has over 20 years experience in the
hospitality industry. From 2003 to 2005, Mr. Jeakins established and served as
the Chief Executive Officer of Les Roches Jin Jiang Hotel Management College,
the first international hospitality school of its kind in China. From 1991 to
2002, Mr. Jeakins held several management positions at the property and
corporate levels with Swissôtel Hotels & Resorts ("Swissôtel"). In 1996, Mr.
Jeakins established a joint venture hotel management company on behalf of
Swissôtel in China. From 1979 to 1988, Mr. Jeakins held several management
positions with Four Seasons Holdings Inc. (formerly, Four Seasons Hotels Inc.)
in both Canada and the United States. Mr. Jeakins is a graduate of the Hotel,
Motel and Restaurant Management Program at the British Columbia Institute of
Technology.

    Tony Osborne, Executive Vice President, Mountain Planning and Operations

    Tony Osborne is expected to be the Company's Executive Vice President,
Mountain Planning and Operations. Mr. Osborne was Vice President, Mountain
Operations for Intrawest, from 1996 to 2006. At Intrawest, Mr. Osborne led a
team that implemented all of Intrawest's major mountain improvements. Prior to
joining Intrawest, Mr. Osborne was the Vice President of the Australasia
Division for Delta Engineering, a leading engineering firm specializing in
mountain planning, appraisals and snowmaking systems. Mr. Osborne has
implemented over a hundred snowmaking systems in major mountain resort
installations worldwide including projects in Australia, New Zealand, Europe,
Japan, Korea, Argentina and Chile.

    Patrick Cao Yue, Executive Vice President, Corporate Development

    Patrick Cao Yue is expected to be the Company's Executive Vice President,
Corporate Development. Mr. Yue has been responsible for directing the business
activities of the Yabuli ski resort since 1998. Mr. Yue is also the Deputy
Director of the Resort Committee of the China Ski Association. Prior to
joining Yabuli, Mr. Yue was the general manager of Cinsteel International Co.,
Ltd., a Singapore based joint venture of the NatSteel Group and the Wuhan
International Investment Co. where he was responsible for cross border
business logistics between Singapore and China. From 1985 to 1990, Mr. Yue
served as the Commercial Attaché for the Chinese embassies in Libya and Iraq.

    Financial Information

    Melco China Resorts was incorporated on March 12, 2007. As at August 31,
2007, the total expenditures incurred by Melco China Resorts were
approximately CDN$12.2 million. These expenses are related to acquisition
costs (approximately CDN$6.2 million), capital expenditures (approximately
CDN$5.0 million) and operating expenses (approximately CDN$1.0 million) of the
four ski resorts referred to above. The closing of the acquisition of these
four ski resorts is in process and hence the financial statements are not yet
consolidated. The four ski resorts are currently operating at a loss. The four
ski resorts have a combined debt of approximately RMB203 million
(approximately CDN$28.6 million). An audit of the financial position of the
four ski resorts is currently in process. The audited financial statements
relating to the four ski resorts are expected to be included in the
information circular for the VCTS shareholders' meeting expected to be held in
November 2007 to approve, among other things, the Transaction.

    Business Plan

    Melco China Resorts plans to develop its four resorts to an international
standard that is highly sought after but currently not available in China.
Each property will combine state of the art mountain facilities, services and
safety together with a vibrant resort centre atmosphere of luxury
accommodations, restaurants, cafes and bars, specialty retail, spa and
multiple four-season activities. This model has proven successful worldwide.
    Melco China Resorts is expected to benefit from a substantial increase in
overall skier visits to its resorts and an increased revenue per visit as
resort centred accommodations and amenities are developed and length of stay
and spending grow. China's booming urban real estate sector is seeking premium
resort real estate opportunities that will also contribute to Melco China
Resorts' financial returns. Further, labour, construction and exchange rate
differences are expected to drive margins and profitability as China resort
operations have lower overall labour costs compared to North American and
European operations. Melco China Resorts destination mountain resorts located
in the northern provinces of Heilongjiang and Jilin benefit from reduced
construction costs as compared to major urban centres and the value of China's
currency, the Renminbi, continues to increase against the US dollar allowing
initial US dollar investments to benefit from exchange rate differences as
recurring Renminbi operating income is generated.
    Based on a platform of "destination" resorts in Heilongjiang and Jilin
provinces and "feeder" operations in Beijing, Melco China Resorts has
developed several key strategies for its business as follows: (1) control a
powerful portfolio of top resorts serviced by large regional markets with easy
transportation access; (2) develop a unique, international resort experience
for China, which includes a range of retail, dining and entertainment
experiences anchored by snow and mountain sports, while complimenting its
resort operating businesses with resort real estate development; (3) maintain
a "top of mind" brand with a diversified range of sales channels; (4) leverage
its experienced management team; and (5) distribute capital across multiple
resort locations to diversify market range, maintain market position and
manage risk.

    ABOUT MELCO

    Melco is one of the companies with the longest history in Hong Kong.
Founded in 1910, Melco was among the first one hundred companies established
in the city and was listed on the Hong Kong Stock Exchange in 1927. Today,
Melco is a dynamic New Generation Asian Conglomerate that leads in the leisure
and entertainment industry in Asia. Its promising performance and distinctive
leadership in the industry are also well recognized worldwide. Melco is a
constituent of the MSCI Hong Kong Index, part of the MSCI Standard Index
Series and was granted the Asia's Best Managed Companies 2007 Award issued by
FinanceAsia.
    Melco engages in four main business streams, namely (i) Leisure, Gaming
and Entertainment, (ii) Technology, (iii) Investment Banking and Financial
Services, and (iv) Property and Other Investments. Melco's Leisure, Gaming and
Entertainment Division comprises the Group's gaming activities and Jumbo
Kingdom. Melco conducts its gaming activities in Asia via an exclusive joint
venture, Melco PBL Entertainment, with Australia's largest conglomerate and
gaming group, Publishing & Broadcasting Limited ("PBL"). Melco PBL
Entertainment (Macau) Limited ("MPEL") is a NASDAQ-listed company owning one
of only six gaming concessions and subconcessions to own and operate gaming
business in the Macau Special Administrative Region. The exclusive joint
venture brings together local expertise, world-class management and superior
branding in its aspiration to thrive in the gaming markets of Asia. MPEL
currently has three major gaming assets in Macau, namely, Crown Macau, Mocha
Clubs, and City of Dreams. MPEL is also in the process of acquiring a
development site on Macau Peninsula with plans to establish its third hotel
and casino complex in Macau. In 2006, Melco formed PAL Development Limited to
develop, manage and grow opportunities in the pan-Asian lottery business. PAL
has successfully launched services offering technology support, venue
management and consultancy services to local lottery partners. In Hong Kong,
Melco carries on the tradition of operating the world famous floating
landmark, Jumbo Kingdom. The Group has two other supporting divisions in
Technology and Investment Banking. The Group's Technology Business is
represented by: (i) Elixir Group, a gaming technology solutions provider in
Asia specializing in the design, development and supply of gaming products and
technology solutions, and (ii) iAsia, which has built its reputation in the
area of online trading and financial technology. The support and synergy of
both Elixir and iAsia with the other group companies is critical to the
strength of the integrated Melco group-wide offer. The Group's Investment
Banking and Financial Services Business is conducted via the Hong Kong listed
subsidiary, Value Convergence Holdings Limited.
    Melco has grown substantially in recent years and has opened offices in
Hong Kong, Macau, Beijing, Shanghai, Shenzhen and Manila, with over 5,000
people across all group companies.
    For more information, please visit www.melco-group.com.

    ABOUT VCTS

    VCTS through its 100% owned subsidiary in Hong Kong ("VCTS Hong Kong")
owns 60% interest in Shengtang Zhenye Science Technology Services Company Ltd.
("Shengtang"), which was previously known as Virtual China Travel Services Co.
Ltd., based in Beijing, China. Up to the end of 2005, VCTS Beijing's joint
venture partner was China Travel Services Group, a state-owned enterprise and
one of the largest travel services entities in China, with interests in
hotels, travel agencies, transportation companies, duty-free shops and
publishing throughout mainland China.
    VCTS currently has minimal operations and is largely inactive. VCTS had
previously focused on the e-travel sector in China and offered multimedia
solutions to assist in the promotional efforts of hotels, tourism related
operations, retailers and government organizations. Its e-travel portal
offered multimedia travel information to tourists, business travelers and
travel agencies. Due to insufficient capitalization and other unforeseen
factors, management decided to gradually decrease its emphasis in the e-travel
sector in China.
    In December 2006, the directors of VCTS approved the purchase by VCTS of
VCTS Hong Kong's ownership interest in Shengtang to simplify consolidation of
financial statements and reduce related expenses. Approval of this share
transfer is pending from Chinese regulatory authorities. VCTS Hong Kong will
become inactive upon the Chinese government's approval of this share transfer.

    Completion of the Transaction is subject to a number of conditions,
including, but not limited to, TSX Venture Exchange acceptance and, if
applicable pursuant to TSX Venture Exchange requirements, majority of the
minority shareholder approval. If applicable, the Transaction cannot close
until the required shareholder approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
    The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.

    
                         FORWARD LOOKING INFORMATION
    

    Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward-looking information includes,
among other things, information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions, such as the Company's
acquisition of Melco China Resorts, the completion of the proposed private
placement and the plans to develop the ski resorts in China. The words "may",
"could", "should", "would", "suspect", "outlook", "believe", "anticipate",
"estimate", "expect", "intend", "plan", "target" and similar words and
expressions are used to identify forward-looking information. The
forward-looking information in this news release describes the Company's
expectations as of the date of this news release.
    The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others, general economic conditions, adverse industry events,
the Company's ability to make and integrate acquisitions, industry and
government regulation and the non-binding nature of the Letter of Intent, as
well as Melco China Resorts' ability to implement its business strategies,
seasonality, weather conditions, competition, currency fluctuations and other
risks. The Company cautions that the foregoing list of material factors is not
exhaustive. When relying on the Company's forward-looking information to make
decisions, investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The Company has assumed
a certain progression, which may not be realized. It has also assumed that the
material factors referred to in the previous paragraph will not cause such
forward-looking information to differ materially from actual results or
events. However, the list of these factors is not exhaustive and is subject to
change and there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
    THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, THE COMPANY
EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

    
                                 EXHIBIT "A"
    

    Yabuli Sun Mountain Resort

    Melco China Resorts has entered into an agreement dated May 16, 2007 with
Dongyuan Investments Company Limited ("Dongyuan") to acquire Dongyuan's 100%
equity interest in Heilongjiang Yabuli On Snow Asian Game Village Hotel
Company Limited ("Yabuli Ski") for RMB20.5 million in cash. After closing,
Melco China Resorts will need to make available to Yabuli Ski sufficient funds
to repay its outstanding debt and interest in an amount not exceeding
RMB120 million. Yabuli Ski is required to transfer two parcels of land to
Yabuli Ski Centre Company Limited ("Yabuli Ski Centre"). Until the transfer is
completed, Yabuli Ski will hold the lands in trust for Yabuli Ski Centre
provided that Yabuli Ski Centre will be responsible for all costs, expenses,
fees and taxes and to fully indemnify Yabuli Ski for any damages or loss
arising therefrom. Concurrently, Dongyuan is to cause Yabuli Ski Centre to
transfer other parcels of land on which the ski runs are located to Yabuli Ski
on the condition that Yabuli Ski will pay for the expenses and fees for the
transfers and registration in the amount of RMB4.8 million. In the event that
the transfer of land cannot be effected, the lands and the ski runs, chair
lifts, buildings, structures and ski facilities and equipment, located or
related to the lands, will be leased to Yabuli Ski for a term of 20 years with
a further right of extension for another 20 years. The lease payment will be
RMB4.8 million for the 40-year term of the lease (including extensions) and
will be paid after closing by six monthly instalments of RMB800,000 each.
Conditions precedent to closing include, among others: (a) the delivery of
audited financial statements of Yabuli Ski for the period of up to April 30,
2007; (b) the closing of Yabuli Ski's acquisition of the principal fixed
assets of Yabuli Ski Centre and Heilongjiang Yabuloni Zhiye Company Limited, a
wholly-owned subsidiary of Dongyuan, by way of an assumption of debts; (c) the
final resolution of certain specified loans; (d) the receipt of all necessary
governmental approvals; and (e) the registration of Melco China Resorts as the
sole shareholder of Yabuli Ski.

    Lianhuashan Beijing Resort

    Melco China Resorts has entered into an agreement with Jilin Lianhuashan
Group Company Limited on May 16, 2007 to acquire its 100% equity interest in
Beijing Lianhuashan Ski Resort Company Limited ("Beijing Ski"). As
consideration for this acquisition, Melco China Resorts will make available to
Beijing Ski funds to discharge its debt and related interest in an amount of
RMB8 million. Conditions precedent to closing include, among others: (a) the
delivery of audited financial statements of Beijing Ski for the period up to
April 30, 2007; (b) the delivery by Beijing Global Law Offices of a due
diligence report on Beijing Ski in a form satisfactory to Melco China Resorts;
(c) the completion of Beijing Ski's asset reorganization to the satisfaction
of Melco China Resorts; (d) the receipt of all necessary governmental
approvals; and (e) the registration of Melco China Resorts as the sole
shareholder of Beijing Ski.

    Lianhuashan Changchun Mountain Resort

    Melco China Resorts has entered into an agreement with Jilin Lianhuashan
Group Company Limited dated May 16, 2007 to acquire its 100% equity interest
in Lianhuashan Changchun Mountain Resort ("Changchun Ski"). As consideration
for this acquisition, Melco China Resorts will make available to Changchun Ski
funds to repay its debt and related interest in an amount not exceeding
RMB26.97 million. Conditions precedent to closing include, among others: (a)
the delivery of the audited financial statements of Changchun Ski for the
period up to April 30, 2007; (b) the delivery by Beijing Global Law Offices of
a due diligence report on Changchun Ski in a form satisfactory to Melco China
Resorts; (c) the completion of Changchun Ski's asset reorganization to the
satisfaction of Melco China Resorts; (d) the receipt of necessary governmental
approvals; and (e) the registration of Melco China Resorts as the sole
shareholder of Changchun Ski.

    Lianhuashan Jilin Mountain Resort

    Melco China Resorts has entered into an agreement dated May 16, 2007 with
Jilin Lianhuashan Group Company Limited to acquire its 100% equity interest in
Jilin Lianhuashan Ski Resort Company Limited ("Jilin Ski"). As consideration
for this acquisition, Melco China Resorts will pay Jilin Lianhuashan Group
Company Limited US$3 million. Melco China Resorts will also make available to
Jilin Ski funds to discharge its debt and related interest in an amount not
exceeding RMB54.3 million. Conditions precedent to closing include, among
others: (a) the delivery of audited financial statements of Jilin Ski for the
period up to April 30, 2007; (b) the delivery by Beijing Global Law Offices of
a due diligence review report on Jilin Ski in a form satisfactory to Melco
China Resorts; (c) the completion of Jilin Ski's asset reorganization to the
satisfaction of Melco China Resorts; (d) the receipt of all necessary
governmental approvals; and (e) the registration of Melco China Resorts as the
sole shareholder of Jilin Ski.




For further information:

For further information: Virtual China Travel Services Co., Ltd., Joanne
Yan, Director, Tel: (604) 961-8188, or Tel: (604) 682-0777, Fax: (604)
682-7724, E-mail: info@vctsgroup.com; Melco China Resorts Investment Limited,
Frank Tsui, Executive Director, Tel: (852) 3151 3777, Fax: (852) 3162 3579,
Email:  franktsui@melco-group.com

Organization Profile

VIRTUAL CHINA TRAVEL SERVICES CO., LTD.

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