ANNUAL REPORT OF 2020 CONTENTS Corporate Information 2 Financial Highlights 3 Chairperson’s Statement 4 Directors and Senior Management 11 Management Discussion and Analysis 22 Sustainability 56 Corporate Governance Report 100 Report of the Directors 121 Consolidated Financial Statements Independent Auditor’s Report 165 Consolidated Statement of Profit or Loss and Other Comprehensive Income 172 Consolidated Statement of Financial Position 173 Consolidated Statement of Changes in Equity 175 Consolidated Statement of Cash Flows 176 Notes to the Consolidated Financial Statements 178 Financial Summary 287 Glossary 288 1 ANNUAL REPORT OF 2020 CORPORATE INFORMATION BOARD OF DIRECTORS AORUDIT EXECUTIVE DIRECTORS Deloitte Touche Tohmatsu Certified Public Accountants and Registered Public William Joseph Hornbuckle (Chairperson) Interest Entity Auditors (appointed as Chairperson on March 26, 2020) Pansy Catilina Chiu King Ho (Co-Chairperson) LEGAL ADVISORS Chen Yau Wong John M. McManus (re-designated as executive Director As to Hong Kong law: on March 26, 2020) Herbert Smith Freehills Grant R. Bowie (resigned as Chief Executive Officer 23rd Floor, Gloucester Tower on May 11, 2020 with effect from May 31, 2020 and 15 Queen’s Road Central as executive Director with effect from August 6, 2020) Hong Kong James Joseph Murren (Chairperson) (resigned as executive Director and Chairperson As to Macau law: on March 26, 2020) DSL Lawyers Avenida da Praia Grande no. 409 NON-exeCUTIVE DIRECTORS China Law Building 16th Floor Macau Kenneth Xiaofeng Feng James Freeman Daniel J. Taylor (appointed on March 26, 2020) REGISTERED OFFICE IN Ayesha Khanna Molino (appointed on August 6, 2020) CAYMAN ISLANDS One Nexus Way INDEPENDENT NON-exeCUTIVE DIRECTORS Camana Bay Zhe Sun Grand Cayman KY1-9005 Sze Wan Patricia Lam Cayman Islands Russell Francis Banham Simon Meng PRINCIPAL PLACE OF BUSINESS AND HEAD OFFICE IN MACAU AUDIT COMMITTEE Avenida Dr. Sun Yat Sen, Edifício MGM MACAU Russell Francis Banham (Chairperson) NAPE, Macau Zhe Sun James Freeman PLACE OF BUSINESS IN HONG KONG Simon Meng REGISTERED UNDER PART 16 OF THE Ayesha Khanna Molino (appointed on November 5, 2020) COMPANIES ORDINANCE REMUNERATION COMMITTEE 1402 China Merchants Tower 200 Connaught Road Zhe Sun (Chairperson) Central, Hong Kong Pansy Catilina Chiu King Ho Sze Wan Patricia Lam Russell Francis Banham HONG KONG LISTED SHARE Simon Meng REGISTRAR Daniel J. Taylor (appointed on May 28, 2020) Computershare Hong Kong Investor Services Limited William Joseph Hornbuckle (resigned on May 28, 2020) 17M Floor Hopewell Centre NOMINATION AND CORPORATE 183 Queen’s Road East GOVERNANCE COMMITTEE Wanchai, Hong Kong Sze Wan Patricia Lam (Chairperson) CAYMAN ISLANDS UNLISTED SHARE Chen Yau Wong Zhe Sun REGISTRAR AND TRANSFER OFFICE Russell Francis Banham Intertrust Corporate Services (Cayman) Limited John M. McManus One Nexus Way Simon Meng Camana Bay, Grand Cayman KY1-9005 Ayesha Khanna Molino (appointed on November 5, 2020) Cayman Islands COMPANY SECRETARY COMPANY WEBSITE Antonio Jose Menano www.mgmchinaholdings.com AUTHORIZED REPRESENTATIVES STOCK CODE Antonio Jose Menano 2282 William Joseph Hornbuckle 2 ANNUAL REPORT OF 2020 FINANCIAL HIGHLIGHTS For the year ended December 31 2020 2019 HK$’000 HK$’000 Casino revenue 4,384,081 20,423,463 Other revenue 711,902 2,341,573 Operating revenue 5,095,983 22,765,036 Adjusted EBITDA (unaudited) (1,371,723) 6,183,131 Operating (loss)/profit (4,134,192) 2,963,337 (Loss)/profit for the year attributable to owners of the Company (5,201,531) 1,931,228 (Loss)/earnings per Share — Basic (HK 136.9 cents) HK 50.8 cents — Diluted (HK 136.9 cents) HK 50.8 cents 3 4 ANNUAL REPORT OF 2020 CHAIRPERSON’S STATEMENT Macau is our home. We are committed to further growth in the region and will continue to invest in our employees, our communities and Macau itself. We see 2021 as a year of growth and further success, and we look forward to continuing our work with the Macau Government and our community partners to help the region flourish and emerge stronger than ever. 5 ANNUAL REPORT OF 2020 CHAIRPERSON’S STATEMENT WILLIAM JOSEPH HORNBUCKLE Chairperson 6 ANNUAL REPORT OF 2020 Dear Shareholders, protect staff members, guests and the community as a whole. I would like to express my gratitude for the In 2020 the world was hit with unprecedented guidance and support of the Macau Government and challenges due to the COVID-19 pandemic. Macau our stakeholders during this past year and my deep experienced its lowest visitation in decades as a appreciation for the support and hard work of the result of travel restrictions and quarantine measures. MGM China team. Total visitation in 2020 was 5.9 million, compared to 39.4 million in 2019. Hotel occupancy in Macau MGM China utilized its position as a prominent and dropped to below 29% from almost 91% a year ago. responsible corporate leader to provide necessary The Macau gross gaming revenue declined by 79% supplies and support to various Macau communities to the lowest level in 14 years. and help the region navigate the pandemic. MGM China was the first integrated resort operator in The people of Macau showed resilience and unity Macau to waive part of basic rent for all MGM China dealing with the pandemic and its impact under the retail tenants in February 2020 and extended the strong leadership of the Chief Executive and the rent-free arrangement when more assistance was Macau Government. Meanwhile, the employees of needed. MGM China demonstrated great determination to 7 ANNUAL REPORT OF 2020 CHAIRPERSON’S STATEMENT The Company also introduced relief measures to These efforts also improved operations at integrated ease the financial strain experienced by the Macau resorts. Fourth-quarter market-wide GGR declined SMEs with which we work to help them stay afloat. by 70% year-on-year, compared with a 93% year-on- MGM China also made monetary contributions year decline in the third quarter. Both MGM China directly to aid Hubei when the need arose, and properties recorded positive adjusted EBITDA in later organized “MGM Art and Solidarity in Action the fourth quarter, thanks to effective and efficient for Wuhan, Hubei” to express appreciation for the operations by dedicated staff members. We expect tireless efforts of frontline medical professionals in that the rate of recovery will continue, driven by the Wuhan. We are inspired by such selflessness, and we premium mass market visitors whom MGM MACAU will continue to support our Nation’s efforts to stamp and MGM COTAI are well-positioned to serve. out COVID-19 and help our communities recover. As we did prior to the pandemic, we undertook a Visitation to Macau has been steadily increasing number of financial measures last year to control each month, indicating a steady recovery. This is a costs and improve our balance sheet and liquidity. testament to the Macau Government’s decisive and With those measures, we kept our local staff pragmatic leadership in containing the virus and employed, despite the challenging unprecedented supporting policies and protocols to welcome guests business environment. As of December 31, 2020, the and visitors back safely. Group maintained a healthy financial position, with 8 ANNUAL REPORT OF 2020 total liquidity of HK$9.5 billion, comprised of cash, MGM China also pioneered Tourism+ in support of cash equivalent and undrawn credit facilities. the diversification goals of the Macau Government. Since its establishment in 2007, MGM China has As our most valued asset, our employees are key to been an advocate of cultural tourism and actively our success. We will continue to build and invest in promotes originality, creativity and innovation. a strong pool of talent to further the development MGM China’s award-winning properties not only of tourism in Macau. Over 90% of our management epitomize originality of design, they are widely team is comprised of Macau locals. In 2020 we considered architectural masterpieces in their own provided more than 460,000 hours of training, right. Furthermore, the Chairman’s Collection at MGM averaging over 44 hours per team member and COTAI showcases harmony of history and community outperforming our industry peers. Such efforts are in development through art. Hundreds of pieces of line with the objectives of the Macau Government to artwork from this collection adorn public space develop local talent and help them realize their full throughout our properties. Guests can appreciate art potential and career goals. and culture in every corner of our buildings, making it an experience like no other. 9 ANNUAL REPORT OF 2020 CHAIRPERSON’S STATEMENT Unforgettable experiences were also found at MGM Macau is our home. We are committed to further Theater, Asia’s first dynamic and high-tech theater. growth in the region and will continue to invest in our In 2020, we held and live-streamed several unique employees, our communities and Macau itself. We performances and multi-disciplinary events, including see 2021 as a year of growth and further success, the Huading Awards and livestream show of Dong and we look forward to continuing our work with the Mingzhu. It’s all part of our continuous efforts to Macau Government and our community partners to leverage advanced technologies and digital creativity help the region flourish and emerge stronger than to collaborate with artists from around the world and ever. bring Macau groundbreaking art, entertainment and cultural programs. Over the past 13 years, we have spent billions of dollars on art and entertainment programs, with viewership of over 1 billion and an audience reach of more than 1.5 trillion globally. Bill Hornbuckle Chairperson Amid the ongoing economic recovery, we joined the Macau Government’s tourism revival initiatives “Macau Ready Go” and mega roadshow “Beijing Macao Week” in China to promote Macau. We are also adding additional suites to MGM COTAI to be launched by mid-2021 and are launching new food & beverage, retail and other improvements to enhance guest experience this year as tourism continues to grow.