EGT Entertainment Gaming Asia Incorporated

INTRODUCTORY NOTE: This Schedule 13D/A (the “Schedule 13D/A”) is filed jointly by Melco International Development Limited (“Melco”), a Hong Kong-listed company, EGT Entertainment Holding Limited (formerly known as Elixir Group Limited) (“EGT Entertainment”), a Hong Kong corporation indirectly wholly-owned by Melco, and Mr. Ho, Lawrence Yau Lung (“Mr. Ho”), a citizen of Canada (each of the foregoing a “Reporting Person” and, collectively, the “Reporting Persons”). This Schedule 13D/A represents Amendment No. 2 to the statement on Schedule 13D with respect to the Issuer filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2007, as amended and supplemented by Amendment No. 1 filed with the SEC on December 2, 2014 (the “Existing 13D”), and amends and, with respect to the information set forth herein, supersedes the Existing 13D. Except as provided herein, this Schedule 13D/A does not modify any of the information previously reported on the Existing 13D.

Item 1 is hereby amended and restated in its entirety as follows:

This Schedule 13D/A relates to the shares of the $.001 par value common stock (“Common Stock”) of the Issuer. The Issuer’s executive offices are located at Unit C1, Ground Floor, Koon Wah Building, No. 2 Yuen Shun Circuit, Yuen Chau Kok, Shatin, New Territories, Hong Kong.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D/A is being filed on behalf of each of the Reporting Persons. Melco indirectly owns 100% of the issued shares of EGT Entertainment. Mr. Ho personally holds 30,769,132 ordinary shares of Melco, representing approximately 1.99% of Melco’s ordinary shares outstanding. In addition, 119,303,024 ordinary shares of Melco are held by Lasting Legend Ltd., 294,527,606 ordinary shares of Melco are held by Better Joy Overseas Ltd., 50,830,447 ordinary shares of Melco are held by Mighty Dragon Developments Limited, 7,294,000 ordinary shares of Melco are held by The L3G Capital Trust and 1,566,000 ordinary shares of Melco are held by Maple Peak Investments Inc., representing approximately 7.73%, 19.08%, 3.29%, 0.47% and 0.10%, respectively, of Melco’s shares, all of which companies are owned by persons and/or trusts affiliated with Mr. Ho. Mr. Ho also has interest in Great Respect Limited, a company controlled by a discretionary family trust, the beneficiaries of which include Mr. Ho and his immediate family members, that holds 306,382,187 ordinary shares of Melco, representing 19.85% of Melco’s shares. Consequently, Mr. Ho may be deemed to beneficially own an aggregate of 810,672,396 ordinary shares of Melco, representing approximately 52.51% of Melco’s ordinary shares outstanding.

(b) The principal business address of the Reporting Persons is 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

(c) The principal business of Melco and EGT is to act as holding companies for investments in casino gaming and entertainment. Mr. Ho’s principal occupation is serving as chairman, chief executive officer and executive director of Melco and Melco Resorts & Entertainment Limited.

(d) During the last five years, the Reporting Persons have not, and to the best of the Reporting Persons’ knowledge none of the persons identified in Schedule I has, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Persons have not, and to the best of the Reporting Persons’ knowledge none of the persons identified in Schedule I has, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibited or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Melco is a Hong Kong-listed company and EGT Entertainment is a company incorporated under the laws of Hong Kong. Mr. Ho is a citizen of Canada.

For information with respect to the identity and background of each director or general partner and executive officer, as applicable, of the Reporting Person, see Schedule I attached hereto.

Item 3 is hereby amended and supplemented as follows:

It is anticipated that any funds necessary for any Proposed Transaction (as described in Item 4 below) will be provided by Melco’s cash on hand.

Item 4 is hereby amended and restated in its entirety as follows:

Melco, through its wholly owned subsidiary, EGT Entertainment, has a majority control of the Issuer and has continued to evaluate its investment in the Issuer. Melco is reviewing potential strategic alternatives with respect to the Issuer and is considering making an offer, through EGT Entertainment or another wholly owned subsidiary, to acquire all of the outstanding Common Stock of the Issuer not already owned by EGT Entertainment, for a price in the range of approximately US $2.10 to $2.25 per share, in cash via a tender offer (the “Proposed Transaction”).

Any such Proposed Transaction would be subject to a number of conditions, including the valid tender of at least a majority of the issued and outstanding Common Stock, excluding Common Stock owned by EGT Entertainment. Any such transaction would be financed using available cash on hand.

Melco notes that no determination to make an offer has been made and Melco may not make any such offer. The information in this filing does not constitute a legally binding agreement and does not create any legal obligations for any party.

Melco intends to have further discussions and other communications with the Issuer and the board of directors of the Issuer and may also have discussions and other communications with other persons or entities (including other stockholders of the Issuer) regarding the Proposed Transaction or any other transaction(s) involving the Issuer. In the course of such conversations, Melco may suggest actions that could result in, among other things, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5 is hereby amended and restated in its entirety as follows:

The information set forth under Item 6 below is incorporated in this Item 5 in its entirety.

(a) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D/A are incorporated herein by reference. The Reporting Persons, by virtue of their relationships, may be deemed to have shared beneficial ownership of 9,378,074 shares of Common Stock, representing 64.8% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is based on 14,464,220 shares of Common Stock issued and outstanding as of March 15, 2017, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on April 11, 2017. Except as disclosed in this Item 5(a), the Reporting Persons do not beneficially own any shares of Common Stock or have the right to acquire any such shares.

(b) The Reporting Persons have the shared power to vote or to direct the vote or dispose or direct the disposition of 9,378,074 shares of Common Stock. The responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Schedule 13D/A are incorporated herein by reference.

(c) The Reporting Persons have not effected any transaction in the shares of Common Stock during the 60 days prior to the date of this Schedule 13D/A.

(d) The Reporting Persons have the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock disclosed in this Item 5.

(e) Not applicable.

Item 6 is hereby amended and supplemented as follows:

The description of the Proposal under Item 4 is incorporated herein by reference.

Item 7 is hereby amended and supplemented by replacing Exhibit 1 as set forth on the Exhibit Index hereto.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

The Exhibit Index is hereby amended by replacing Exhibit 1 with the following:

SCHEDULE I

DIRECTORS AND OFFICERS OF CERTAIN REPORTING PERSONS

MELCO INTERNATIONAL DEVELOPMENT LIMITED

DIRECTORS AND EXECUTIVE OFFICERS

EGT ENTERTAINMENT HOLDING LIMITED

DIRECTORS AND EXECUTIVE OFFICERS