[Page INTRODUCTION 1 GLOSSARY 5 7 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 9 A. SELECTED FINANCIAL DATA 9 B. CAPITALIZATION AND INDEBTEDNESS 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13 ITEM 4. INFORMATION ON] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MELCO CROWN ENTERTAINMENT LIMITED 1 (ADOPTED BY SPECIAL RESOLUTION PASSED ON 25 MARCH 2015) 1 TABLE OF CONTENTS TABLE A 2 INTERPRETATION 2 PRELIMINARY 6 SHARE CAPITAL 6 ISSUE OF SHARES 7 REGISTER OF MEMBERS AND SHARE CERTIFICATES 7 TRANSFER OF SHARES 7] [MELCO CROWN ENTERTAINMENT LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2006 Share Incentive Plan 2.1 “ Amendment Effective Date 2.2 “] [Execution Version SECOND AMENDMENT AND RESTATEMENT AGREEMENT (Seventh Amendment Agreement in respect of the Senior Facilities Agreement) dated 19 June 2015 between, amongst others, MELCO CROWN (MACAU) LIMITED as the Company and DEUTSCHE BANK AG, HONG KONG BRANCH acting as Agent DB TRUSTEES (HONG KONG) LIMITED acting as Security Agent White & Case 9th Floor Central Tower 28 Queen’s Road] [Studio City Company Limited Studio City Investments Limited From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320)] [From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320) Copy to: Jimmy Ng/Sara Wong (Fax: + 852] [List of Subsidiaries 1. Altira Developments Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 2. Altira Hotel Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 3. COD Theatre Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 4. Golden Future (Management Services) Limited,] [Certification by the Chief Executive Officer I, Lawrence Yau Lung Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Geoffrey Stuart Davis, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 10 d215050dex131.htm EX-13.1] [Certification by the Chief Financial Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 d215050dex132.htm EX-13.2] [Partners: Paul Aherne Tim Haynes Kristen Kwok Arwel Lewis Andy Randall Denise Wong * *** * * ** * 12 April 2016 Our Ref: DW/AH/M4237-H01577 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs FORM 20-F Commission Exchange Act Yours faithfully WALKERS Walkers Suite 1501-1507, Alexandra House, 18 Chater] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-185477 and 333-143866 on Form S-8 of our reports dated April 12, 2016, relating to the consolidated financial statements and financial statement schedule of Melco Crown Entertainment Limited and its subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over]