MelcoLot Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198)

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1 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. MelcoLot Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198) CONTINUING CONNECTED TRANSACTIONS The Board is pleased to announce that on 26 June 2012, PAL Beijing and the Contractor entered into the Outsource Agreement and the Supplemental Agreement pursuant to which PAL Beijing will outsource the operation of the Business to the Contractor for a term of three years commencing on 1 July 2012 and ending on 30 June In consideration of the provision of the Service by the Contractor, the Contractor is entitled to sharing the net profit generated from the Business and is calculated basing on terms as set out in the Outsource Agreement. As at the date of this announcement, the Contractor is a wholly-owned subsidiary of Beijing Haiyin, which in turn is owned as to 85% by Mr. Ding and his spouse, as to 10% by Mr. Li, and as to 5% by an Independent Third Party. Beijing Haiyin is a substantial shareholder holding 37.5% of the equity interest of Beijing Telenet, an indirect non wholly-owned subsidiary of the Company. Each of Mr. Ding and Mr. Li is a shareholder of Beijing Telenet holding 5% of the equity interest respectively, and is also a director of Beijing Telenet. Each of Beijing Haiyin, Mr. Ding and Mr. Li is a connected person. The Contractor, being an associate of Beijing Haiyin and Mr. Ding, is therefore also a connected person. Accordingly, the transactions contemplated under the Outsource Agreement constitute continuing connected transactions on the part of the Company under Chapter 20 of the GEM Listing Rules. As each of the percentage ratios (as defined in the GEM Listing Rules) for the Annual Caps is less than 25% and the annual consideration is less than HK$10,000,000, the entering into of the Outsource Agreement is only subject to the reporting, annual review and announcement requirements pursuant to Rule of the GEM Listing Rules but is exempt from independent shareholders approval under the GEM Listing Rules. 1

2 On 26 June 2012, PAL Beijing, entered into the Outsource Agreement and the Supplemental Agreement with the Contractor whereby PAL Beijing will outsource the operation of the Business to the Contractor and the Contractor will provide the Service to the PRC Subsidiaries. The Outsource Agreement will be effective on 1 July 2012 and has a term of three years ending on 30 June Salient terms of the Outsource Agreement are set out below: The Outsource Agreement (as supplemented by the Supplemental Agreement) Date: 26 June 2012 Parties: (1) PAL Beijing; and (2) the Contractor Term: Three years commencing on 1 July 2012 and ending on 30 June 2015 Major terms: Scope of Business outsourced Pursuant to the Outsource Agreement, PAL Beijing will outsource the operation of the Business to the Contractor which include (i) the Zhonghuicai Project; (ii) the Chongqing Project; (iii) Shandong Kai Chuan Ji Yuan Project; and (iv) all daily operation and administrative functions of the PRC Subsidiaries, among other things, accounting, management and human resources management functions. The outsourcing of Shandong Kai Chuan Ji Yuan Project will only be effective upon the approval and consent of the other shareholders of Shandong Kai Chuan Ji Yuan. Profit sharing In consideration of the provision of the Service by the Contractor, the Contractor is entitled to sharing the net profit generated from the Business and is calculated basing on percentages agreed as follows: (i) for the period commencing from 1 July 2012 and ending on 31 December 2013, PAL Beijing shall be entitled to 60% of the total net profit after tax generated from the Business in the corresponding period and the Contractor shall be entitled to 40% of the total net profit after tax generated from the Business in the corresponding period, provided that there is net profit available for sharing; and (ii) for the period commencing from 1 January 2014 and ending on 30 June 2015, PAL Beijing shall be entitled to 40% of the total net profit after tax generated from the Business in the corresponding period and the Contractor shall be entitled to 60% of the total net profit after tax generated from the Business in the corresponding period, provided that there is net profit available for sharing. In the event that the PRC Subsidiaries record loss during the terms of the Outsource Agreement, PAL Beijing is not obliged to pay the Contractor for the Service provided. 2

3 Condition of the Outsource Agreement The Outsource Agreement is unconditional. Termination The Outsource Agreement could not be terminated by the Parties save for the following reasons: (i) the occurrence a force majeure event (including but not limited to war, natural disaster, change of laws and regulations and other unforeseeable events) and such event remains exist for more than 60 days; or (ii) the entering into of or the performance of the duties under the Outsource Agreement by the PRC Subsidiaries will violate its or their obligation(s) under any existing agreements entered into between the PRC Subsidiaries and other third parties prior to the signing of the Outsource Agreement and in such event the relevant party shall give written notice to the other informing the occurrence of such event and the Outsource Agreement shall automatically terminated on the fifth Business Day thereafter. Obligations of and undertaking by PAL Beijing The obligations of PAL Beijing under the Outsource Agreement are as follows: (1) to provide all necessary records relating to the operation of the Business to the Contractor to facilitate the provision of the Service; (2) to maintain and to procure the other PRC Subsidiaries (other than itself) to maintain at least RMB1,000,000 in total (the Remaining Cash ) in the bank accounts of the PRC Subsidiaries immediately prior to the Outsource Agreement becoming effective; (3) to make provision for any payment or compensation payable to the employees of the PRC Subsidiaries who are employed before the Outsource Agreement becoming effective and in the event that such employees were dismissed or laid off after the Outsource Agreement becomes effective; and (4) to perform other duties required under applicable laws to facilitate the implementation of the Outsource Agreement. 3

4 Obligations of and undertaking by the Contractor The obligations of the Contractor under the Outsource Agreement are as follows: (1) not to terminate the operation of the 4 shops and 77 lottery vending terminals under the Zhonghuicai Project on or before 31 March 2013, unless with the written consent of PAL Beijing to the otherwise; (2) to apply the Remaining Cash only for the purpose of the daily operation of the Business; (3) to observe and not to spend more than the maximum amount allowed for each item of expenses (the Maximum Expenses ) as agreed between the Parties; (4) to ensure that no unlawful activity is carried out in relation to the provision of the Service; (5) to discuss with and obtain written consent of PAL Beijing when developing new projects or business under the PRC Subsidiaries; (6) to discuss with and obtain written consent of PAL Beijing in the event that any capital, technique or hardware have to be injected into the PRC Subsidiaries; (7) to prepare and provide monthly management accounts of each of the PRC Subsidiaries to PAL Beijing before 10th day of each calendar month; (8) to make good the loss in the event that a loss is resulted in the operation of the Business of each of the PRC Subsidiaries; (9) to compensate the difference between the actual amount of cash in the bank accounts of the PRC Subsidiaries and the Remaining Cash within 7 Business Days after the expiry of the Outsource Agreement (if such balance is lower than the amount of Remaining Cash); (10) to observe the relevant Maximum Expenses in salary expenditure for those employees recruited under the name of the PRC Subsidiaries during the term of the Outsource Agreement; (11) to return all documents relating to the operation of the Business to the relevant PRC Subsidiaries upon the expiry of the Outsource Agreement; (12) to execute a deed of indemnity in favour of PAL Beijing; and (13) to perform other duties required under applicable laws to facilitate the implementation of the Outsource Agreement. 4

5 Information on the connected persons To the best of the information, knowledge and belief of the Directors having made all reasonable enquiries, the Contractor is a company established in the PRC and is wholly owned by Beijing Haiyin. Beijing Haiyin is a substantial shareholder holding 37.5% of the equity interest of Beijing Telenet, an indirect non wholly-owned subsidiary of the Company. Beijing Haiyin is beneficially owned as to 85% by Mr. Ding and his spouse, as to 10% by Mr. Li, and as to 5% by an Independent Third Party of the Company. Each of Mr. Ding and Mr. Li is a shareholder of Beijing Telenet holding 5% of the equity interest respectively, and is also a director of Beijing Telenet. Each of Beijing Haiyin, Mr. Ding and Mr. Li is a connected person. The Contractor, being an associate of Beijing Haiyin and Mr. Ding, is therefore also a connected person. Reasons for entering into the Outsource Agreement To the best of the information, knowledge and belief of the Directors, the Contractor and its management as well as its ultimate beneficial owners are experienced in the lottery related business in the PRC. The Directors consider that the entering into the Outsource Agreement will bring expertise and experience of the Contractor for the better development of the Business and streamline the Group s resources and operation. The Business will remain as part of usual and ordinary course of business of the Group and the revenue generated from the Business will continue to be consolidated to the financial statements of the Company. The terms of the Outsource Agreement were negotiated on an arm s length basis and on normal commercial terms between PAL Beijing and the Contractor. The Directors (including the independent non-executive Directors) are of view that the terms and conditions of the Outsource Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the Outsource Agreement and none of them has abstained from voting on the relevant board resolutions to approve, among other things, the Outsource Agreement. IMPLICATIONS OF THE GEM LISTING RULES As at the date of this Announcement, the Contractor is a wholly-owned subsidiary of Beijing Haiyin, which in turn is owned as to 85% by Mr. Ding and his spouse, as to 10% by Mr. Li, and as to 5% by an Independent Third Party. Beijing Haiyin is a substantial shareholder holding 37.5% of the equity interest of Beijing Telenet, an indirect non wholly-owned subsidiary of the Company. Each of Mr. Ding and Mr. Li is a shareholder of Beijing Telenet holding 5% of the equity interest respectively, and is also a director of Beijing Telenet. Each of Beijing Haiyin, Mr. Ding and Mr. Li is a connected person. The Contractor, being an associate of Beijing Haiyin and Mr. Ding, is therefore also a connected person. Accordingly, the transactions contemplated under the Outsource Agreement constitute continuing connected transactions on the part of the Company under Chapter 20 of the GEM Listing Rules. 5

6 As each of the percentage ratios (as defined in the GEM Listing Rules) for the Annual Caps is less than 25% and the annual consideration is less than HK$10,000,000, the entering into of the Outsource Agreement is only subject to the reporting, annual review and announcement requirements pursuant to Rule of the GEM Listing Rules but is exempt from independent shareholders approval under the GEM Listing Rules. INFORMATION ON THE GROUP The Group is principally engaged in the lottery business. The subsidiaries of the Company are engaged in various lottery related businesses and ventures in the PRC and other Asian countries, as well as in the manufacturing of lottery vending terminals for the sports and welfare lottery businesses in the PRC. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein: Annual Caps Beijing Haiyin Beijing Huaying Beijing Telenet Board the maximum annual profit to be shared and received by the Contractor for each of the three years ending 30 June 2015 in relation to the Outsource Agreement Beijing Haiyin Huacai Information Technology Limited # ( 北 京 海 熒 華 彩 信 息 技 術 有 限 公 司 ), a company established in the PRC, the holder of 37.5% equity interest in Beijing Telenet, is owned as to 85.0%, 10.0% and 5.0% by Mr. Ding and his spouse, Mr. Li and an Independent Third Party as at the date of this announcement, respectively Beijing Hua Ying Feng Cai Technology Ltd. # ( 北 京 華 盈 風 彩 科 技 有 限 公 司 ), a company established in the PRC and is wholly owned by PAL Beijing Beijing Telenet Information Technology Limited # ( 北 京 電 信 達 信 息 技 術 有 限 公 司 ), a company established in the PRC, 52.5% of the entire equity interest is indirectly beneficially owned by the Company as at the date of this announcement the board of Directors 6

7 Business Business Day Chongqing Project Company connected person(s) Contractor Director(s) GEM GEM Listing Rules Group Hong Kong Business of the PRC Subsidiaries including (i) the Zhonghuicai Project; (ii) the Chongqing Project; (iii) Shandong Kai Chuan Ji Yuan Project; and (iv) all daily operation and administrative functions such as accounting, management and human resources management functions a day on which banks in the PRC are open for business other than a Saturday or a Sunday the sale of lottery ticket project in Chongqing and is presently operated by Beijing Huaying MelcoLot Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM has the meaning ascribed to it under the GEM Listing Rules Beijing Yobit Games Limited # ( 北 京 優 比 特 科 技 發 展 有 限 公 司 ), a company established in the PRC with limited liability, and is wholly owned by Beijing Haiyin director(s) of the Company the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries from time to time the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) any person or company and its ultimate beneficial owner(s), to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons Mr. Ding Mr. Ding Jingge, a shareholder of Beijing Haiyin and Beijing Telenet, and also a director of Beijing Telenet 7

8 Mr Li Outsource Agreement PAL Beijing Parties PRC PRC Subsidiaries Service Mr. Li Xuefeng, a shareholder of Beijing Haiyin and Beijing Telenet, and also a director of Beijing Telenet the outsource agreement dated 26 June 2012 and entered into between PAL Beijing and the Contractor and supplemented by the Supplemental Agreement PAL (Beijing) Information Technology Limited # ( 寶 加 ( 北 京 ) 信 息 技 術 有 限 公 司 ), a company established in the PRC and is indirectly beneficially wholly owned by the Company as at the date of this announcement parties to the Outsource Agreement the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan collectively, PAL Beijing, Beijing Huaying and Shandong Kai Chuan Ji Yuan the service of managing and operating the Business Shandong Kai Chuan Ji Yuan Shandong Kai Chuan Ji Yuan Electronic and Information Technology Ltd # ( 山 東 省 開 創 紀 元 電 子 商 務 信 息 有 限 公 司 ), a company established in the PRC and owned as to 65% of its equity interest by Beijing Huaying Shandong Kai Chuan Ji Yuan Project Shareholder(s) Stock Exchange Supplemental Agreement Zhonghuicai Project the provision of management services for distribution of lottery product and telephone lottery in Shandong Province, the PRC holder(s) of ordinary share(s) of HK$0.01 each in the capital of the Company The Stock Exchange of Hong Kong Limited the supplemental agreement to the Outsource Agreement entered into between the Parties on the even date as the Outsource Agreement a project licensed by Zhonghuicai (Beijing) Information Technology Limited # ( 中 滙 彩 ( 北 京 ) 信 息 技 術 有 限 公 司 ) and is operating by PAL Beijing, which involve 4 shops and 77 lottery vending terminals as at the date of this announcement 8

9 HK$ RMB Hong Kong dollars, the lawful currency of Hong Kong Renminbi, the lawful currency of the PRC % per cent. By Order of the Board MelcoLot Limited Ko Chun Fung, Henry Executive Director and Chief Executive Officer # the English translations of Chinese names or words in this announcement, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words. Hong Kong, 26 June 2012 As at the date of this announcement, the Board consists of two Executive Directors, namely Mr. Ko Chun Fung, Henry and Mr. Chrysafidis, Evangelos, two Non-executive Directors, namely Mr. Chan Sek Keung, Ringo (Chairman) and Mr. Wang, John Peter Ben, and three Independent Non-executive Directors, namely Mr. Tsoi, David, Mr. Pang Hing Chung, Alfred and Mr. So Lie Mo, Raymond. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for a minimum period of 7 days from the date of its publication and on the Company s website at 9

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