Melco China Resorts announces significant private placement with Wisecord
Holdings Limited

BEIJING , Feb. 3 /CNW/ - Melco China Resorts (Holding) Limited (TSXV: MCG) ("Melco China Resorts" or the "Company"), is pleased to announce that it has entered into definitive agreements with Wisecord Holdings Limited ("WHL") in which WHL will subscribe for 100,000,000 common shares in the capital of the Company ("Common Shares") at a subscription price of C$0.15 for a total subscription price of C$15,000,000 (the "Private Placement"). WHL will subscribe for 49.4% of the equity interest of the Company (on a fully diluted basis and assuming the conversion of Melco China Resorts' outstanding Class B non-voting shares ("Class B Shares") and the conversion of part of the existing US$1.5 million loan from Melco Leisure and Entertainment Group Limited ("Melco Leisure") to the Company into Common Shares, as described below).

The subscription by WHL is expected to close on the business day following the satisfaction of all of the closing conditions set forth in the subscription agreement and binding letter agreement (collectively the "Definitive Agreements") entered into by the Company and WHL on February 2, 2010 . The Private Placement is expected to be completed in early March, 2010. The Definitive Agreements will be available electronically on www.sedar.com.

The Definitive Agreements provide that the proceeds of the Private Placement will be applied for the use of Melco China Resorts' subsidiaries and projects in the People's Republic of China , except for payment of costs, fees and general administration expenses in Melco China Resorts.

Upon closing of the Private Placement, WHL agrees to work closely with Melco China Resorts' management and provide its expertise and networks in connection with (i) Melco China Resorts' real estate development and sales; and (ii) renewal of Melco China Resorts' Harbin Bank loan. Further, WHL has agreed to provide RMB funding directly to Melco China Resorts subsidiaries with an aim to provide sufficient funding to meet their current development and operating obligations on terms to be agreed and acceptable to the board of directors of Melco China Resorts.

Melco China Resorts has agreed to exclusively negotiate the investment with WHL for a period commencing on the date of the Definitive Agreements and ending on the closing of the Private Placement.

The Private Placement is subject to the fulfillment of a number of closing conditions, in addition to customary closing conditions, including:

    
    -   conditional approval of the TSXV and any other applicable regulatory
        authority; and
    -   approval by the board of directors of Melco China Resorts.

    After signing of the Definitive Agreements, the Company's board of
directors has approved the Private Placement.

    Prior to the closing of the Private Placement, Melco China Resorts shall
procure:

    -   receipt of an irrevocable written consent to the Private Placement
        from shareholders of Melco China Resorts representing more than 50%
        of the issued Common Shares (excluding any Common Shares held by
        WHL); and
    -   Melco Leisure shall have converted its Class B non-voting shares in
        the capital of Melco China Resorts to Common Shares.

    Further, prior to the closing of the Private Placement, Melco Leisure, WHL
and the Company have agreed to each procure, to the largest extent possible
within their control, the following:

    -   Melco Leisure, WHL and the Company shall have executed a binding
        agreement under which, inter alia, Melco Leisure shall agree to
        extend the maturity of its existing US$23 million aggregate principal
        amount in loans to Melco China Resorts (the "Shareholder Loans") to
        March 31, 2013 such that the Shareholder Loans will no longer be due
        on demand (except on an event of default) and shall accrue interest
        at the rate of three percent (3%) per annum, provided that:
        -  Melco Leisure will have waived all applicable change of control
           provisions and Melco Leisure will have the right to approve
           certain material corporate and operational matters of Melco China
           Resorts, as is customary for a lender and on terms acceptable to
           WHL, acting reasonably;
        -  so long as any part of the Shareholder Loans is outstanding and
           Melco Leisure owns at least 10% of the issued and outstanding
           voting securities of Melco China Resorts, Melco Leisure will have
           the right to nominate one director to the board of Melco China
           Resorts;
        -  at any time before March 31, 2013, if the Company's 30 consecutive
           day weighted average trading price exceeds C$1.00 per share, WHL
           has the right to require Melco Leisure to convert all or part of
           the Shareholder Loans at 50% discount plus accrued interest at a
           price (the "Conversion Price") equal to (a) 70% of the said
           weighted average trading price or (b) C$1.00 whichever is greater;
           and
        -  WHL will have a call option to buy 1/3 (one-third) of the
           converted shares referred to in the preceding subparagraph from
           Melco Leisure at the Conversion Price within 30 days of the
           conversion; and
    -   Melco Leisure, WHL and Melco China Resorts shall have executed a
        binding agreement in relation to the settlement of the US$1.5 million
        loan ("Melco Leisure US$1.5 million Loan") from Melco Leisure to the
        Company or its subsidiary, which shall provide US$1 million of the
        loan to be converted into Common Shares of the Company at C$0.15 per
        common share simultaneously with the closing of the Private Placement
        and US$0.5 million of the loan to be re- paid to Melco Leisure in
        cash.
    

In addition, WHL will have the right to terminate the Definitive Agreements in a number of events including in the event of a material change, change to a material fact, or there exists any fact or circumstance not generally disclosed to the public or WHL which in the opinion of WHL could have a material adverse effect on the market price or value of the Company's Common Shares (excluding certain "Exclusion Events" as defined in the Definitive Agreements) or in the event of any regulatory intervention which would prevent or restrict the trading in the Company's Common Shares.

The Private Placement can be terminated by either the Company or WHL if the closing of the Private Placement has not occurred on or prior to the date that is thirty (30) days from the date of the signing of the Definitive Agreements, or seven (7) days from the date of obtaining the approval of the TSXV and any other regulatory authority having jurisdiction with respect of the Company (whichever is earlier) or such other date as the parties shall agree to in writing, except that the right to terminate the Definitive Agreement will not be available to any party whose breach of the Definitive Agreement has been the cause of, or resulted in, the failure of the closing of the Private Placement.

WHL has provided to Melco China Resorts with a deposit of RMB 96,000,000 (approximately C$14.9 million, based on the current exchange rate) to be used, unless otherwise agreed by the parties in writing, to complete the purchase and subscription of the 100,000,000 Common Shares pursuant to the Private Placement. In the event that the RMB 96,000,000 is less or more than the total subscription price of C$15,000,000 (as determined by the exchange rate of the Peoples Bank of China on the business day preceding the closing of the Private Placement) the difference between C$15,000,000 and the amount of the deposit will be paid by WHL to the Company or reimbursed by the Company to WHL (as the case may be) depending on the applicable exchange rate at closing.

Upon closing of the Private Placement, Melco China Resorts will procure (in consultation with WHL) that:

    
    -   there will be nine (9) Melco China Resorts board members in total,
        comprised of six (6) non-independent directors and three (3)
        independent directors;
    -   the resignation of two of the four current non-independent /
        executive directors of the Company to be replaced with 2 nominees of
        WHL; and
    -   the appointment of additional two (2) persons to be nominated by WHL
        as the non-independent / executive directors of the Company;
    

provided that in all such circumstances Melco China Resorts continues to comply with its notice of articles and articles and applicable regulatory requirements in respect of the composition of the Melco China Resorts board of directors and that Melco China Resorts maintains at least two independent directors (within the meaning of applicable securities laws). Any such director appointment will be subject to TSXV approval.

Within 6 months after closing of the Private Placement, the legal name of Melco China Resorts will be changed to another name to be chosen by WHL without bearing the word "Melco", subject to applicable laws and availability of the name. Melco China Resorts and its subsidiaries shall not be allowed to use the English name bearing "Melco" and the Chinese name bearing the words "(chinese character)" anymore. All trademarks registered or under application by the Company or its subsidiaries bearing the words "Melco" or "(chinese character)" will be assigned to Melco Leisure or its nominees at nominal consideration as soon as practicable.

Upon completion of the Private Placement, the conversion of the Class B Shares to Common Shares and the conversion of US$1 million principal amount of the Melco Leisure US$1.5 million Loan into Common Shares, Melco Leisure's direct and indirect ownership interest in the Company will drop from approximately 49.3% to approximately 28.7%.

The Company has delivered a formal notice of termination to China Business Club Limited (formerly known as China Entertainment Globe Co. Ltd.) with respect to the Company's previously announced but uncompleted private placement. The Company disclosed the proposed private placement by way of press releases dated August 20, 2009 and by material change report dated August 21, 2009 and as further updated by way of press release dated October 5, 2009 .

About Wisecord Holdings Limited

WHL is an investment company incorporated in Hong Kong and its shareholder is a well-known credit rating agency in China .

About Melco China Resorts

Melco China Resorts is the premier developer of four season destination ski resorts in China . Melco China Resorts is transforming existing China ski properties into world-class, four seasons luxury mountain resorts with excellent real estate investment opportunities for discerning buyers. In February 2009 the Company's Yabuli Resort was awarded Best Resort Makeover in Asia by TIME Magazine. Melco China Resorts' leadership team boasts a proven record of resort development success both internationally and in China . www.melcochinaresorts.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING INFORMATION

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws, and actual results may vary from the forward-looking information. Implicit in this information are assumptions regarding future operations, plans, expectations, anticipations, estimates and intentions, such as the plans to develop the ski resorts in China and the ability of the Company to satisfy the conditions to closing of the Private Placement. These assumptions, although considered reasonable by Melco China Resorts at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operating results and economic performance of Melco China Resorts are subject to a number of risks and uncertainties, including general economic, market and business conditions, uncertainty relating to land use rights, adverse industry events for the ski and real estate industries, Melco China Resorts ability to make and integrate acquisitions, the requirements of recent Chinese regulations relating to cross-border mergers and acquisitions, the inability to obtain required approvals or approvals may be subject to conditions that are unacceptable to the parties, changing industry and government regulation, as well as Melco China Resorts ability to implement its business strategies, dispose of assets or raise sufficient capital, seasonality, weather conditions, competition, currency fluctuations and other risks, and could differ materially from what is currently expected as set out above.

Forward-looking information contained in this press release is based on current estimates, expectations and projections, which Melco China Resorts believes are reasonable as of the date of this press release. Melco China Resorts uses forward-looking statements because it believes such statements provide useful information with respect to the operation and financial performance of Melco China Resorts, and cautions readers that the information may not be appropriate for other purposes. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Melco China Resorts may elect to, it does not undertake to update this information at any particular time.

For further information: Melco China Resorts, Investor Relations, Kevin O'Connor or Ali Mahdavi, Tel: [phone], Fax: [phone], Email: [email protected]