2019 is the most rewarding year as we were recognized over 75 major awards from reputable local and international organizations, showcasing MGM China’s achievements and honor in Macau. · GUINNESS WORLD RECORDS Spectacle at MGM COTAI - the largest free-span gridshell glazed roof (self-supporting) · World's Best New Skyscraper · Co-Chairperson & Executive Director, Ms. Pansy Ho for Bestowment of “Medal of Merit - Tourism” by Macau SAR Government · 15 Awards on Investor Relations · 8 Hotel Awards · 21 Awards on Human Resources · 9 Awards on Sustainability · 5 Awards on Corporate Social Responsibility · 15 Awards on Occupational and Culinary Skills ANNUAL REPORT OF 2019 CONTENTS Corporate Information 2 Financial Highlights 3 Chairperson’s Statement 4 Directors and Senior Management 12 Management Discussion and Analysis 22 Sustainability 52 Corporate Governance Report 102 Report of the Directors 126 Consolidated Financial Statements Independent Auditor’s Report 173 Consolidated Statement of Profit or Loss and Other Comprehensive Income 179 Consolidated Statement of Financial Position 180 Consolidated Statement of Changes in Equity 182 Consolidated Statement of Cash Flows 183 Notes to the Consolidated Financial Statements 185 Financial Summary 288 Glossary 289 1 ANNUAL REPORT OF 2019 CORPORATE INFORMATION BOARD OF DIRECTORS COMPANY SECRETARY EXECUTIVE DIRECTORS Antonio Jose Menano William Joseph Hornbuckle AUTHORIZED REPRESENTATIVES (Chairperson) (appointed as Antonio Jose Menano Chairperson on March 26, 2020) William Joseph Hornbuckle Pansy Catilina Chiu King Ho (Co-Chairperson) (appointed on February 22, 2019) Chen Yau Wong William M. Scott IV (resigned on February 22, 2019) Grant R. Bowie (Chief Executive Officer) John M. McManus AORUDIT (appointed as Non-executive Director Deloitte Touche Tohmatsu on March 6, 2019) (re-designated as Certified Public Accountants Executive Director on March 26, 2020) James Joseph Murren (Chairperson) (resigned as LEGAL ADVISORS Executive Director and Chairperson As to Hong Kong law: on March 26, 2020) Herbert Smith Freehills NON-exeCUTIVE DIRECTORS 23rd Floor, Gloucester Tower, 15 Queen’s Road Central Hong Kong Kenneth Xiaofeng Feng James Freeman (appointed on March 6, 2019, As to Macau law: resigned on June 27, 2019 and re-appointed on DSL Lawyers Avenida da Praia Grande no. 409 August 1, 2019) China Law Building 16th Floor Daniel J. Taylor (appointed on March 26, 2020) Macau Daniel J. D’Arrigo (resigned on March 1, 2019) William M. Scott IV (resigned on February 22, 2019) REGISTERED OFFICE IN INDEPENDENT NON-exeCUTIVE DIRECTORS CAYMAN ISLANDS Zhe Sun 190 Elgin Avenue Sze Wan Patricia Lam George Town Russell Francis Banham Grand Cayman KY1-9005 Cayman Islands Simon Meng (appointed on December 9, 2019) Peter Man Kong Wong* PRINCIPAL PLACE OF BUSINESS AND AUDIT COMMITTEE HEAD OFFICE IN MACAU Russell Francis Banham (Chairperson) Avenida Dr. Sun Yat Sen, Edifício MGM MACAU Daniel J. D’Arrigo (resigned on March 1, 2019) NAPE, Macau Zhe Sun PLACE OF BUSINESS IN HONG KONG Kenneth Xiaofeng Feng (retired as a member of the Audit Committee on November 1, 2019) REGISTERED UNDER PART 16 OF THE James Freeman (appointed on March 6, 2019, COMPANIES ORDINANCE resigned on June 27, 2019 and re-appointed on 1402 China Merchants Tower November 1, 2019) 200 Connaught Road Simon Meng (appointed on December 9, 2019) Central, Hong Kong Peter Man Kong Wong* HONG KONG LISTED SHARE REMUNERATION COMMITTEE REGISTRAR Zhe Sun (Chairperson) Computershare Hong Kong Investor Services Limited Pansy Catilina Chiu King Ho 17M Floor William Joseph Hornbuckle Hopewell Centre Sze Wan Patricia Lam 183 Queen’s Road East Russell Francis Banham Wanchai, Hong Kong Simon Meng (appointed on December 9, 2019) CAYMAN ISLANDS UNLISTED SHARE Peter Man Kong Wong* REGISTRAR AND TRANSFER OFFICE NOMINATION AND CORPORATE Intertrust Corporate Services (Cayman) Limited GOVERNANCE COMMITTEE 190 Elgin Avenue Sze Wan Patricia Lam (Chairperson) George Town, Grand Cayman KY1-9005 William M. Scott IV (resigned on February 22, 2019) Cayman Islands Chen Yau Wong COMPANY WEBSITE Zhe Sun Russell Francis Banham www.mgmchinaholdings.com John M. McManus (appointed on March 6, 2019) Simon Meng (appointed on December 9, 2019) STOCK CODE Peter Man Kong Wong* 2282 * Mr. Peter Man Kong Wong passed away on March 11, 2019. 2 ANNUAL REPORT OF 2019 FINANCIAL HIGHLIGHTS For the year ended December 31 2019 2018 HK$’000 HK$’000 Casino revenue 20,423,463 17,176,050 Other revenue 2,341,573 2,024,671 Operating revenue 22,765,036 19,200,721 Adjusted EBITDA (unaudited) 6,183,131 4,837,180 Operating profit 2,963,337 1,434,993 Profit for the year attributable to owners of the Company 1,931,228 1,068,499 Earnings per Share — Basic HK 50.8 cents HK28.1 cents — Diluted HK 50.8 cents HK28.0 cents 3 4 ANNUAL REPORT OF 2019 CHAIRPERSON’S STATEMENT The achievements and progress that Macau has made over the past two decades is a source of pride to every member of the community. As a major enterprise with deep roots in Macau, MGM China continues to grow with the city and goes the extra mile to drive its development into a World Center of Tourism and Leisure. Such efforts received wide acclaim and once again translated into promising results in 2019. 5 ANNUAL REPORT OF 2019 CHAIRPERSON’S STATEMENT WILLIAM JOSEPH HORNBUCKLE Chairperson 6 ANNUAL REPORT OF 2019 Dear Shareholders, with deep roots in Macau, MGM China continues to grow with the city and goes the extra mile to drive Macau witnessed countless scenes of merriment its development into a World Center of Tourism and in 2019 as the city celebrated its double jubilation Leisure. Such efforts received wide acclaim and once — the 20th anniversary of the establishment of the again translated into promising results in 2019. Macau Special Administrative Region and the 70th anniversary of the founding of the People’s Republic Since opening in February 2018, MGM COTAI has of China. The achievements and progress that Macau significantly diversified the offerings of MGM China has made over the past two decades is a source and become a new growth driver in our portfolio. The of pride to every member of the community. In the property was awarded two architectural honors in period since Macau departed the Portuguese colonial 2019. MGM COTAI won Macau’s first architectural and era to become a Special Administrative Region of the structural “Guinness World Records” title, and racked People’s Republic of China in 1999 followed by the up our tally with the recognition of “The World’s opening of the gaming sector to foreign participation Best New Skyscraper”. The prestigious honors have in 2001 and until now, Macau has transformed further boosted our allure for visitors from around into an international hub for leisure and business the world. For the year ended December 31, 2019, travelers, with more than 35 million visitors for the we saw the Group’s operating revenue increases by year ended December 31, 2019. As a major enterprise 19% to HK$22.8 billion. Main floor gross table games 7 ANNUAL REPORT OF 2019 CHAIRPERSON’S STATEMENT win — our focus business segment — saw a year- Our impressive performance has further underpinned over-year growth of 37%. Adjusted EBITDA grew by MGM China’s distinctive positioning in the industry, 28% to HK$6.2 billion. 2019 was the first full year of marked by being a hub of distinctive cultural and operation for MGM COTAI. MGM COTAI delivered entertainment events that has complemented our impressive performance and recorded growth hospitality and gaming businesses. At MGM COTAI, across all business segments. MGM COTAI Adjusted with our innovative facilities at MGM Theater, EBITDA was up 177% to HK$2.4 billion. Main floor we successfully facilitated a new rendition of gross table games win in MGM COTAI witnessed a Chinese traditional cultural performances, allowing year-over-year growth of 77% to HK$6.9 billion. VIP them to take on a new look which appealed to gross table games win in MGM COTAI was up 220% people of different generations. We also featured to HK$4.0 billion. Meanwhile, MGM MACAU on the “JABBAWOCKEEZ — true to yourself”, the acclaimed Macau Peninsula remained resilient during the year. hip-hop dance crew which utilized MGM Theater’s With completion of renovation of our casino floor in cutting-edge audio, visual and light technology to October 2019, MGM MACAU achieved encouraging present an innovate combination of choreography, initial results from main floor table games. MGM drama and comedy. For the first time in Macau, our MACAU recorded an Adjusted EBITDA of HK$3.8 theater presented “The Harry Potter Film Concert billion for the year ended December 31, 2019 with a Series”, allowing audiences to relive the magic of solid margin of 30.9%. 8 ANNUAL REPORT OF 2019 the movies in high-definition on our giant indoor local community and global travelers to enjoy the LED screen while hearing the Orchestra Italiana del cultural diversity of arts. Our entertainment offerings Cinema perform the unforgettable scores live. The also continued to receive widespread applause in dynamic MGM Theater also hosted the “Legend 2019. One of the enthralling events was “MGM Chef Fighting Championship”, the pioneer of Mixed Martial Nic Gastronomic Fest”, an original and innovative Arts (“MMA”) in China. The venue gave the fighters a initiative encompassing gourmet foods, pop music, canvas to display Chinese MMA against the backdrop entertainment as well as art and culture that has of immersive LED content and interactive in-venue further underpinned Macau’s unique position as a entertainment. UNESCO Creative City of Gastronomy. As a commitment to promoting cultural tourism, our The 2019 year also marked a milestone for MGM resolve remains strong to offer one-of-a-kind art and China.