PUBLICATION OF OFFERING CIRCULAR - US$750,000,000 4.75% Senior Notes due 2027

IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of Your Representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers ("QIBs") (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act")), or (2) non-U.S. persons outside the United States (as defined under Regulation S under the Securities Act); provided that any investor resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Regulation (EU) No 2017/1129 and any relevant implementing measure in each Member State of the European Economic Area). By accepting this e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) non-U.S. persons outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States (and if you are resident in a Member State of the European Economic Area, you are a qualified investor) and (2) you consent to delivery of such offering memorandum by electronic transmission. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, neither the Initial Purchasers (as defined herein) nor any person who controls any Initial Purchaser nor MGM China Holdings Limited nor any director, officer, employer, employee or agent of theirs or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers.

The attached offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not nor are you authorized to deliver this offering memorandum to any other person. You will not transmit the attached offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchasers.

Restrictions: Nothing on this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Company in such jurisdiction. Recipients of this offering memorandum who intend to subscribe for or purchase securities are reminded that any subscription or purchase may only be made on the basis of the information contained in this offering memorandum. The securities have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the United States or other jurisdiction and the securities may not be offered, sold or otherwise transferred within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

EEA PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EEA Retail Investor in the European Economic Area ("EEA"). For these purposes an "EEA Retail Investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to EEA Retail Investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom ("UK"). For these purposes, a "UK Retail Investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as may be amended or superseded from time to time); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA, subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as may be amended or superseded from time to time); or (iii) not a qualified investor as defined in the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA, subject to amendments made by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234) (as may be amended or superseded from time to time). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA , subject to amendments made by the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403) (as may be amended or superseded from time to time (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to UK Retail Investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any UK Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

The offering memorandum has not been approved by an authorized person in the United Kingdom. The securities may not be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the securities would otherwise constitute a contravention of Section 19 of the FSMA by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us.

Notification under Section 309B(1)(c) of the Securities and Futures Act ("SFA"): In connection with Section 309B(1)(c) of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations"), the Company has determined and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).

MGM China Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(HKSE Stock Code: 2282)

US$750,000,000 4.75% Senior Notes due 2027

Issue Price: 99.97%

MGM China Holdings Limited (the "Company") is offering US$750,000,000 in aggregate principal amount of 4.75% Senior Notes due 2027 (the "Notes"). The Company will pay interest on the Notes semi-annually in arrears on February 1 and August 1 of each year, except that the first payment of interest, to be made on February 1, 2022, will be in respect of the period from and including March 31, 2021 to but excluding February 1, 2022. The Notes will mature on February 1, 2027.

At its option, the Company may redeem the Notes, in whole or in part, at any time prior to February 1, 2024 at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) a "make-whole" amount described elsewhere in this offering memorandum, plus in either case accrued and unpaid interest to, but not including, the redemption date. Prior to February 1, 2024 the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings. On or after February 1, 2024 the Company may redeem the Notes, in whole or in part, at a premium declining ratably to zero, plus accrued and unpaid interest to, but not including, the redemption date. In addition, the Company may redeem the Notes in whole, but not in part, at any time at a price equal to their principal amount plus accrued interest, in the event of certain changes in withholding tax laws. In the event of a change of control triggering event or an investor put option triggering event, the Company will be required to offer to repurchase the Notes at 101% or 100% of the principal amount, respectively, plus accrued and unpaid interest to but not including the repurchase date.

The Notes will be senior unsecured obligations of the Company and will rank equally in right of payment with all of its existing and future senior unsecured debt and will rank senior in right of payment to all of the Company's future subordinated debt, if any. The Notes will be effectively subordinated in right of payment to all of the Company's future secured debt (to the extent of the value of the collateral securing such debt), and will be structurally subordinated to all of the liabilities of the Company's subsidiaries. None of the Company's subsidiaries will guarantee the Notes.

Application will be made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the listing of the Notes by way of debt issues to professional investors (as defined in Chapter 37 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Professional Investors") only. A confirmation of eligibility for listing of the Notes has been received from the Hong Kong Stock Exchange. This document is for distribution to Professional Investors only.

Notice to Hong Kong investors: The Company confirms that the Notes are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Company confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes or the Company or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, 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 document.

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See "Risk Factors" beginning on page 18 for a discussion of certain risks that you should consider in connection with an investment in the Notes.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. Prospective purchasers who are qualified institutional buyers as defined under Rule 144A are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes are not transferable except in accordance with the restrictions described under "Transfer Restrictions."

The initial purchasers of the Notes (collectively, the "Initial Purchasers") expect to deliver the Notes to purchasers on or about March 31, 2021, solely in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company.

The date of this offering memorandum is March 25, 2021.

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NOTICE TO INVESTORS

This offering memorandum is highly confidential and has been prepared by us solely for use in connection with the proposed offering of the Notes described in this offering memorandum. Neither the delivery of this offering memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this offering memorandum or that the information contained in this offering memorandum is correct as of any time after that date.

In connection with the offering of the Notes, BofA Securities, Inc., Bank of China Limited, Macau Branch, Industrial and Commercial Bank of China (Macau) Limited, Bank of Communications Co., Ltd. Macau Branch, BNP Paribas, SMBC Nikko Securities America, Inc., UBS AG Hong Kong Branch1, Barclays Capital Inc., Banco Nacional Ultramarino, SA, Deutsche Bank AG, Singapore Branch, J.P. Morgan Securities PLC, Scotia Capital (USA) Inc., China Construction Bank Corporation Macau Branch, China International Capital Corporation Hong Kong Securities Limited and Union Gaming Securities Asia Limited (the "Initial Purchasers") may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the Initial Purchasers. Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the Notes to be higher than it would otherwise be in the absence of those transactions. If the Initial Purchasers engage in stabilizing or syndicate covering transactions, they may discontinue them at any time. In addition, the Initial Purchasers may bid for and purchase the Notes in the open market to stabilize the price of the Notes and may impose "penalty bids" under contractual arrangements whereby they may reclaim from dealers participating in this offering for the account of such Initial Purchaser the selling concession with respect to the Notes that are distributed in this offering but subsequently purchased for the account of such Initial Purchaser.

This offering memorandum includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Company accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States.

The Initial Purchasers and the Company reserve the right to withdraw this offering at any time before closing, to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of the Notes offered by this offering memorandum. The Initial Purchasers and certain related entities may acquire for their own account a portion of the Notes.

Notwithstanding anything in this offering memorandum to the contrary, except as reasonably necessary to comply with applicable securities laws, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of this offering and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal income tax treatment of this offering.

We have prepared this offering memorandum, and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. By purchasing the Notes, you will be deemed to have acknowledged that you have made certain

1 UBS AG is incorporated in Switzerland with limited liability.

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acknowledgements, representations and agreements as set forth under the section headed "Transfer Restrictions" herein.

No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Initial Purchasers or any of their affiliates or advisors as to the accuracy or completeness of the information set forth herein, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The Initial Purchasers have not independently verified any of such information and assume no responsibility for such information and assume no responsibility for its accuracy or completeness.

The information contained in this offering memorandum is accurate in all material respects only as of the date of this offering memorandum, regardless of the time of delivery of this offering memorandum or of any sale of the Notes. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply that there has not been a change in our affairs and those of each of our respective subsidiaries or that the information set forth herein is correct in all material respects as of any date subsequent to the date hereof. The Initial Purchasers expressly do not undertake to review our financial condition or affairs during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.

Each prospective purchaser of Notes receiving this offering memorandum acknowledges that: (i) such person has been afforded an opportunity to request from us and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained herein; (ii) such person has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with any investigation of the accuracy of such information or its investment decision; and (iii) no person has been authorized to give any information or to make any representation concerning us, our subsidiaries and affiliates, the Notes (other than as contained herein and information given by our duly authorized officers and employees in connection with investors' examination of the Company and the terms of the offering of the Notes) and, if given or made, any such other information or representation should not be relied upon as having been authorized by us or the Initial Purchasers.

The Company is not, and the Initial Purchasers are not, making an offer to sell the Notes in any jurisdiction except where an offer or sale is permitted. The distribution of this offering memorandum and the offering of the Notes may in certain jurisdictions be restricted by law. Persons into whose possession this offering memorandum comes are required by us and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of the restrictions on offers, sales and resales of the Notes and distribution of this offering memorandum, see the sections headed "Transfer Restrictions" and "Plan of Distribution" below.

EEA PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EEA Retail Investor in the European Economic Area ("EEA"). For these purposes an "EEA Retail Investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to EEA Retail Investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom ("UK"). For these purposes, a "UK Retail Investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as may be amended or superseded from time to time); (ii) a customer within the

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meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA, subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as may be amended or superseded from time to time); or (iii) not a qualified investor as defined in the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA, subject to amendments made by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234) (as may be amended or superseded from time to time). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA , subject to amendments made by the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403) (as may be amended or superseded from time to time (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to UK Retail Investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any UK Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notification under Section 309B(1)(c) of the Securities and Futures Act ("SFA"): In connection with Section 309B(1)(c) of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations"), the Company has determined and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Cayman Data Protection: Under the Cayman Islands Data Protection Act, 2017 and, in respect of EU data subjects, the EU General Data Protection Regulation (together, the "Data Protection Legislation"), individual data subjects have rights and the Company as data controller has obligations with respect to the processing of personal data by the Company and its affiliates and delegates. Breach of the Data Protection Legislation by the Company could lead to enforcement action.

Prospective investors should note that personal data may in certain circumstances be required to be supplied to the Company in order for an investment in the Notes to continue or to enable the Notes to be redeemed. If the required personal data is not provided, a prospective investor will not be able to continue to invest in the Notes or to redeem the Notes.

The Company has published a privacy notice (the "Data Privacy Notice"), which provides prospective investors with information on the Issuer's use of their personal data in accordance with the Data Protection Legislation. The location and means of accessing the Data Privacy Notice is specified in the "Plan of Distribution" Section of this offering memorandum.

This offering memorandum summarizes certain material documents and other information, and we refer you to them for a more complete understanding of what we discuss in this offering memorandum. In making an investment decision, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. We are not making any representation to you regarding the legality of an investment in the Notes by you under any legal, investment or similar laws or regulations. You should not consider any information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney, business adviser and tax adviser for legal, business and tax advice regarding an investment in the Notes.

AVAILABLE INFORMATION

Each purchaser of the Notes from the Initial Purchasers will be furnished a copy of this offering memorandum and any related amendments or supplements to this offering memorandum. Each person receiving this offering memorandum and any related amendments or supplements to this offering memorandum acknowledges that:

1. such person has been afforded an opportunity to request from us, and to review and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information herein;

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1. such person has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment decision; and
2. except as provided pursuant to (1) above, no person has been authorized to give any information or to make any representation concerning the Notes offered hereby other than those contained herein and, if given or made, such other information or representation should not be relied upon as having been authorized by us or the Initial Purchasers.

For so long as any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) under the U.S. Exchange Act, nor exempt from reporting thereunder pursuant to Rule 12g3-2(b), make available to any holder or beneficial holder of a Note, or to any prospective purchaser of a Note designated by such holder or beneficial holder, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act upon the written request of any such holder or beneficial owner.

PRESENTATION OF FINANCIAL INFORMATION

Our financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, which differ in certain respects from generally accepted accounting principles in the United States and in certain other countries. We have made no attempt to describe or quantify the impact of those differences. In making an investment decision, investors must rely upon their own examination of us, the terms of the Notes and the financial information we present herein. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and accounting principles generally accepted in other countries, including the United States, and how those differences might affect the financial information presented herein.

This offering memorandum contains non-IFRS financial measures and ratios that are not required by, or presented in accordance with, IFRS, including Adjusted EBITDA, Adjusted EBITDA margin, total liquidity, gearing ratio, net debt and total capital. We present non-IFRS financial measures so that investors have the same financial data that management uses in evaluating financial performance with the belief that it will assist the investment community in properly assessing the underlying financial performance of the Company on a year-over- year and a quarter sequential basis. The non-IFRS financial measures may not be comparable to other similarly titled measures of other companies, since they are not uniformly defined, and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results reported under IFRS. Non-IFRS financial measures and ratios are not measurements of our performance under IFRS and should not be considered as alternatives to operating revenue or profit for the year attributable to owners of the Company or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles.

In addition, this offering memorandum contains certain financial information for the Company for the three months ended December 31, 2020 and 2019. This financial information has not been audited or reviewed. Prospective investors should exercise caution in relying on this information.

Our controlling Shareholder, MGM Resorts International, includes financial information and results of operations for the Company in its consolidated quarterly and annual earnings announcements and periodic reports. The financial information and results of operations of the Company are reported by MGM Resorts International under Generally Accepted Accounting Principles of the United States ("U.S. GAAP"). U.S. GAAP is different from IFRS, which, as a company listed on the Main Board of HKSE, we use to prepare and present our financial information, and accordingly, the financial results for the Company included in MGM Resorts International's releases and reports differ from the Company's results included in this offering memorandum.

CERTAIN CONVENTIONS AND CURRENCY PRESENTATION

Market data and certain industry forecasts and statistics in this offering memorandum have been obtained from both public and private sources, including market research, publicly available information and industry publications. Although we believe this information to be reliable, it has not been independently verified by us or the Initial

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Purchasers or our or their respective directors and advisors, and neither we, the Initial Purchasers nor our or their respective directors and advisors make any representation as to the accuracy or completeness of that information. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified.

In this offering memorandum, the terms "the Company" or "MGM China" refer to MGM China Holdings Limited, "we," "us," "our," or "the Group" refers to MGM China Holdings Limited and its subsidiaries, unless otherwise indicated or the context otherwise requires. In this offering memorandum, references to "China," "mainland China" or "PRC" refer to The People's Republic of China; "HK$" and "Hong Kong dollars" refer to the lawful currency of Hong Kong; "Hong Kong" refers to the Hong Kong Special Administrative Region of the PRC; "Macau" refers to the Macau Special Administrative Region of the PRC; "Macau patacas" and "MOP" refer to the lawful currency of Macau; "RMB" or "Renminbi" refer to the lawful currency of China and "US$" and "U.S. dollars" refer to the lawful currency of the United States.

We record and publish our financial statements in Hong Kong dollars. Unless otherwise stated in this offering memorandum, all translations between Hong Kong dollars and U.S. dollars for figures were made at the rate of HK$7.7534 to US$1.00, which was the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York for cable transfers for Hong Kong dollars on December 31, 2020. The noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York for Hong Kong dollars to US dollars was HK$7.7646 to US$1.00 as at March 19, 2021. The Macau pataca is pegged to the Hong Kong dollar at a rate of HK$1.00 = MOP1.03. All such translations in this offering memorandum are provided solely for your convenience and no representation is made that the Hong Kong dollar amounts referred to herein have been, could have been or could be converted into U.S. dollars or Macau patacas, or vice versa, or that the Macau pataca amounts referred to herein have been, could have been or could be converted into U.S. dollars or Hong Kong dollars, or vice versa, at any particular rate or at all on such date or any other date. For further information relating to the exchange rates, see "Exchange Rate Information."

In this offering memorandum, where information has been presented in thousands, millions or billions of units, amounts may have been rounded up or down. Totals of columns or rows in tables may not equal the sum of the individual items, and actual numbers may differ from those contained in this offering memorandum due to rounding.

FORWARD-LOOKING STATEMENTS

This offering memorandum contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties, including the risk factors described in this offering memorandum. These forward-looking statements include, but are not limited to, statements relating to our projections, business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition.

Any statements contained in this offering memorandum that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, in some cases you can identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "intend," "plan," "continue" or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties. These risks and uncertainties include, but are not limited to:

• the uncertainty of the extent, duration and impact of the COVID-19 pandemic and the response of governments, including government-mandated property closures, increased operational regulatory requirements, such as occupancy limitations, and travel restrictions;
• restrictions or conditions on visitation by citizens of other countries, including mainland China, to Macau, such as the visa restrictions in place for entry into Macau as a result of the COVID-19 pandemic;

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• the ability of the Macau Government to terminate MGM Grand Paradise's Subconcession under certain circumstances without compensating MGM Grand Paradise, exercise its redemption right with respect to the Subconcession, or refuse to grant MGM Grand Paradise an extension of the Subconcession in 2022;
• the reduced access to our target markets due to travel restrictions, and the potential long term impact on customer retention;
• the adverse effect of current and future economic, capital and credit market conditions could adversely affect our ability to service our indebtedness and significant financial commitments, and to make planned expenditures;
• the dependence of MGM Grand Paradise upon gaming promoters for a significant portion of gaming revenues in Macau;
• general domestic or global political and economic conditions, including in China and Hong Kong, which may impact levels of travel, leisure and consumer spending;
• the uncertainty of consumer behavior related to discretionary spending and vacationing at our integrated resorts;
• the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, such as COVID-19 pandemic, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks or other acts of violence;
• the risks associated with Macau's gaming regulatory framework;
• our ability to maintain our customer relationships and collect and enforce gaming receivables;
• our relationships with Macau gaming promoters;
• our dependence on two resorts in Macau for all of our cash flow;
• competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of our competitors;
• factors affecting the development and success of new gaming and resort properties (including limited labor resources, government labor and gaming policies and transportation infrastructure in Macau);
• legalization of gaming in other jurisdictions;
• extensive regulation of our business (including the impact of the Chinese Government's ongoing anti- corruption campaign) and the cost of compliance or failure to comply with applicable laws and regulations;
• pending or future legal proceedings, regulatory or enforcement actions or probity investigations;
• our ability to maintain our gaming licenses and concessions;
• any violations by us of any applicable anti-money laundering laws or anti-corruption laws;
• changes in gaming laws or regulations;
• continued compliance with all provisions in our debt agreements;

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• cybersecurity risks including misappropriation of customer information or other breaches of information security;
• our ability to protect our intellectual property rights;
• our relationships with our Significant Shareholders;
• our current and future insurance coverage levels; and
• other factors described under "Risk Factors."

Furthermore, these forward-looking statements merely reflect our current view with respect to future events and are not a guarantee of future performance. Our financial condition may differ materially from the information contained in the forward-looking statements due to a number of factors, including, without limitation, the factors disclosed in the section headed "Risk Factors" and elsewhere in this offering memorandum.

Subject to the requirements of applicable laws and regulations, we do not have any and undertake no obligation to update or otherwise revise the forward-looking statements in this offering memorandum, whether as a result of new information, future events or otherwise. Because of these risks, uncertainties or assumptions, the forward- looking events and circumstances discussed in this offering memorandum might not occur in the way we expect, or at all. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements contained in this offering memorandum are qualified by reference to this cautionary statement.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands as an exempted company with limited liability. Some of our directors and officers and the experts named herein reside outside the United States (principally in Hong Kong and Macau). All or a substantial portion of our assets and such persons' assets are located outside the United States (principally in Macau). As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons, or to enforce against us or such persons judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. As a general matter, and subject to certain conditions, a judgment obtained in a foreign court (other than certain judgments of a superior court of any state of the Commonwealth of Australia) would usually be recognized and enforced in the Courts without any re-examination of the merits at common law, by an action commenced on the foreign judgment in the Grand Court of the Cayman Islands, where the judgment:

1. is final and conclusive;
2. is one in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules;
3. is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief (following Bandone Sdn Bhd v Sol Properties Inc. [2008] CILR 301); and
4. was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

CAUTIONARY NOTE REGARDING MARKET DATA

In this offering memorandum, we rely on and refer to information regarding our business and the markets in which we operate and compete. We have based the market data provided in this offering memorandum with respect to the Macau hotel, entertainment and gaming market on market research, publicly available information and industry publications and subscriptions, including statistics and information from government agencies including DSEC, DICJ and various public database sources. Industry publications, surveys and forecasts generally state that

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the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Relevant regulators have different methods of reporting, which may not be consistent with our own. Neither the Company nor any Initial Purchaser has independently verified any such market data, and it is possible that the market data that we have relied upon may not be accurate in all material respects. Neither the Company nor any Initial Purchaser makes any representation or warranty as to the accuracy or completeness of this information.

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GLOSSARY

This glossary contains definitions of certain terms used in this offering memorandum as they relate to us. Some of these definitions may not correspond to standard industry definitions.

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SUMMARY

This summary does not contain all the information that may be important to you in deciding whether to invest in the Notes. You should read this entire offering memorandum, including the section entitled "Risk Factors" and the financial statements and related notes thereto, before making an investment decision.

Overview

We are a leading developer, owner and operator of gaming and lodging resorts in Macau. We own and operate MGM Macau, which is a Forbes Five-Star luxury integrated resort inspired by the arts with every element of the resort infused with creativity and style. We also own and operate the latest addition to our portfolio, MGM Cotai, which was designed as the "Jewelry Box" of Cotai, and offers a gaming area, 1,390 hotel rooms and suites, meeting space, retail, food and beverage and other non-gaming offerings, as well as The Mansion for the ultimate luxury experience.

Business Overview

We are a leading developer, owner and operator of two integrated casino, hotel and entertainment resorts in Macau, MGM Macau and MGM Cotai, where we offer high-quality gaming, hospitality and entertainment experiences to attract and retain our customers. MGM Grand Paradise, our subsidiary, holds one of the six gaming concessions/subconcessions permitted by the Macau Government to operate casinos or gaming areas in Macau.

The Company's Shares have been listed on the Hong Kong Stock Exchange since June 3, 2011. The Company's immediate holding company is MRIH, a company incorporated in the Isle of Man. The Company's ultimate holding company is MGM Resorts International, a company incorporated in Delaware, the United States of America, which is listed on the NYSE. MGM Resorts International is our controlling Shareholder (with an interest in 55.95% of our issued share capital as of December 31, 2020) and Ms. Pansy Ho and her controlled companies are our substantial Shareholders (with an interest in 22.49% of our issued share capital as of December 31, 2020). We benefit from the complementary expertise of MGM Resorts International and Ms. Pansy Ho.

On March 15, 2019, a Subconcession Extension Contract was approved and authorized by the Macau

Government and executed between SJM, as Concessionaire, and MGM Grand Paradise, as Subconcessionaire, pursuant to which the Subconcession of MGM Grand Paradise, which was due to expire on March 31, 2020, was extended to June 26, 2022 which now aligns with the expiry date of other gaming Concessionaires and Subconcessionaires in Macau. The Macau Government is working on the gaming concessions retender process and announced that the public consultation on the gaming law will be completed in the second half of 2021, the amendment of which will precede the launching of the public tender. The Company awaits the issuance of guidance by the Macau Government with respect to the gaming concessions retender or extension process.

On March 23, 2020, an addendum to the Subconcession Contract was executed to clarify that the transfer of the casino premises and gaming-related equipment to the Macau Government only applies upon expiration of the Subconcession Contract on June 26, 2022.

Recent Developments

On January 6, 2021, the board of directors of MGM Resorts International received an open letter issued by Snow Lake Capital, an institutional investor and a holder of approximately 7.5% of the issued and outstanding shares of the Company as of the date of the letter, making recommendations on the shareholding structure and future development of the Company. In response to the open letter, on January 8, 2021, our Board announced that the Company has no plans of restructuring and that it will continue to communicate with the Company's shareholders to operate the Company in the best interests of its shareholders and stakeholders, enhancing shareholder value and performance of the Company.

On February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive compliance with the covenants with

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respect to the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility through the fourth quarter of 2022.

For an update on the impact of COVID-19 on the Company since December 31, 2020, please see "-Impactof COVID-19-Effectof COVID-19on Our Financial Results and Liquidity".

Impact of COVID-19

The continued spread of COVID-19 and the developments surrounding the global pandemic have had, and we expect that they will likely continue to have, a significant impact on our business, results of operations and financial condition. The COVID-19 pandemic is an unprecedented global public health crisis and we place high importance on the health and safety of our employees, guests and all Macau citizens as we continue to fight this pandemic.

In early 2020, the outbreak of COVID-19 around the world led to certain actions taken by the Chinese Government, the Macau Government and the governments of other countries to attempt to mitigate the spread of the virus. Among the actions taken were the implementation of travel restrictions, such as the temporary suspension of China's individual visa scheme that permits mainland Chinese residents to travel to Macau, the temporary suspension of all ferry services from Hong Kong to Macau, and the closure of casino operations in Macau for a 15- day period that commenced on February 5, 2020. As a result, all operations at MGM Macau and MGM Cotai were suspended, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests. Although operations at MGM Macau and MGM Cotai resumed on February 20, 2020, certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, temperature checks, mask protection, and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system, were put in place to reduce the risk of transmission. While guests entering our casinos are no longer required to present negative COVID-19 test results effective from March 3, 2021, many social distancing and health measures remain in place as of the date of this offering memorandum. In addition, a number of restaurants and bars are currently open with shorter operating hours due to reduced demand caused by travel restrictions.

Following discussions between the Macau and Guangdong authorities on the need for maintenance of the disease-control effort while also advancing work to boost socioeconomic development, it was announced that, effective from July 15, 2020, those entering mainland China from Macau across its land boundaries with Guangdong are exempted from the medical observation period, provided they obtain a negative nucleic acid test result, issued within seven days of their intended departure from Macau and have a valid 'green' code result for the Macau Health Code system and the Guangdong health-declaration system, respectively. DICJ also announced that, effective from July 15, 2020, all guests entering casinos are required to provide a negative nucleic acid test result with a valid 'green' Macau Health Code. Since July 2020, China has gradually relaxed domestic travel restrictions. Effective from August 12, 2020, those entering mainland China from Macau are exempted from the medical observation period, and tourist visas issuance (including the individual visa scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau were resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively. On February 23, 2021, Macau classified all mainland China cities as low-riskCOVID-19 transmission areas, removing the requirement for inbound travelers to quarantine for 14 days upon their arrival in Macau.

As at the date of this offering memorandum, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services from Hong Kong to Macau, the nucleic acid test result certificate and mandatory quarantine requirements for visitors from Hong Kong and Taiwan, and bans on entry or enhanced quarantine requirements on other visitors). These restrictions significantly impacted visitation to MGM Macau and MGM Cotai, which had a significant adverse impact on the Group's results for the year ended December 31, 2020 and will likely continue to impact the Group's results given the uncertainty of the length of time of the pandemic. According to the DSEC, total visitor arrivals decreased by 85.0% and the total visitation from mainland China to Macau decreased by 83.0%, for the year ended December 31, 2020 compared to 2019. According to the DICJ, the Macau gross gaming revenue decreased by 79.3% to HK$58.7 billion for the year ended December 31, 2020 compared to the year ended December 31, 2019. Visitation to Macau and volume across all operations at MGM Macau and MGM Cotai have steadily improved since the October 2020 Golden Week, which benefited from the resumption of tourist visas issuance and the efforts to control the COVID-19 pandemic by

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mainland China and Macau Governments. According to the DICJ, the gross gaming revenue of the Macau gaming market bounced back from HK$4.7 billion in the third quarter of 2020 to HK$21.2 billion in the fourth quarter of 2020, driven by the higher visitation, in particular in the mass market gaming segment. The January 2021 monthly gross gaming revenue of the Macau gaming market was increased by 2.6% to HK$7.8 billion compared with December 2020. We expect that the rate of business recovery will continue to be gradual, driven by the premium mass market which both MGM Macau and MGM Cotai are well positioned to capture.

Effect of COVID-19 on Our Financial Results and Liquidity

The operational disruptions caused by the pandemic and the various travel and social-distancing restrictions imposed by local and international governmental authorities had a material adverse impact on our business operations and financial position and performance during the year ended December 31, 2020. Our operating revenue for the year ended December 31, 2020, totaled HK$5.1 billion (approximately US$657 million) compared to HK$22.8 billion for the year ended December 31, 2019, representing a decrease of 77.6%. We recorded an operating loss of HK$4.1 billion (approximately US$533 million) and a net loss of HK$5.2 billion (approximately US$671 million) for the year ended December 31, 2020, as compared to an operating profit of HK$3.0 billion and a net profit of HK$1.9 billion for the year ended December 31, 2019. Adjusted EBITDA loss totaled HK$1.4 billion (approximately US$177 million) for the year ended December 31, 2020, as compared to Adjusted EBITDA of HK$6.2 billion for the year ended December 31, 2019.

As of December 31, 2020, the Group had total liquidity of HK$9.5 billion (approximately US$1.2 billion), consisting of HK$2.6 billion (approximately US$340 million) of cash and cash equivalents and HK$6.9 billion (approximately US$890 million) of available borrowing capacity under the Revolving Credit Facility and the Second Revolving Credit Facility. The Company believes it has sufficient liquidity to support its operations, implement the planned new development activities, including the development of the MGM Cotai South Tower suites and enhancement of our properties, including our gaming floors, and respond to the challenges of the pandemic.

Further, to address the adverse impact of the COVID-19 pandemic on the Group's financial position, while

trying to preserve local jobs in response to requests of the Macau Government, the Company undertook a number of initiatives in 2020:

• the Company entered into an amendment to the Revolving Credit Facility on February 21, 2020, to revise the permitted leverage ratio and permitted interest coverage ratio. On April 9, 2020, the Company entered into a second amendment to the financial covenants under the Revolving Credit Facility, to further revise the permitted leverage ratio and permitted interest coverage ratio;
• on May 26, 2020, the Company entered into the Second Revolving Credit Facility, in an aggregate amount of HK$2.34 billion (approximately US$301.8 million), with a final maturity date of May 15, 2024, with an option to increase the amount of the facility up to HK$3.9 billion (approximately US$503.0 million) subject to certain conditions;
• on June 18, 2020, the Company issued 5.25% senior notes with an aggregate principal amount of
  US$500 million and a final maturity date of June 18, 2025. The net proceeds from the issuance were used to repay a portion of amounts outstanding under the Revolving Credit Facility (the total available unsecured credit facilities limit was HK$8.34 billion after the repayment) and for general corporate purposes;
• on June 29, 2020, the Company increased the available undrawn amount under the Second Revolving Credit Facility by HK$780 million to HK$3.12 billion;
• on October 14, 2020, the Company entered into an amendment to the Second Revolving Credit Facility, to waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021. On October 15, 2020, the Company entered into a third amendment to the Revolving Credit Facility, to further waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021;

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• a number of measures were implemented to reduce payroll expenses, including limiting staff onsite, implementing a hiring freeze and organizational change and introducing voluntary unpaid leave during the year;
• certain capital expenditures that were planned to begin during the year have been deferred;
• negotiations with its vendors in respect of existing contracts in order to reduce or defer costs; and
• on February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility, respectively, through the fourth quarter of 2022.

Following the full resumption of China's individual visa scheme on September 23, 2020, the Company experienced an increase in visitation at our casinos and increased operating revenue in the fourth quarter of 2020. For the three months ended December 31, 2020, we recorded operating revenue of HK$2,362.4 million, with MGM Macau and MGM Cotai contributing HK$1,261.4 million and HK$1,101.0 million, respectively, to our operating revenue for the period. This is in comparison to our operating revenue of HK$5,691.8 million in the fourth quarter of 2019, with MGM Macau and MGM Cotai contributing HK$2,982.9 million and HK$2,708.9 million, respectively, to our operating revenue for the period. The main floor gross table games win for MGM Macau and MGM Cotai for the three months ended December 31, 2020 was HK$890.0 million and HK$996.1 million, respectively, as compared to HK$2,057.6 million and HK$1,886.7 million, respectively, for the three months ended December 31, 2019.

Further, for the three months ended December 31, 2020, MGM Macau and MGM Cotai recorded Adjusted EBITDA of HK$247.1 million and HK$120.1 million, respectively, compared to HK$917.8 million and HK$640.0 million for the three months ended December 31, 2019. For more information regarding the Group's Adjusted EBITDA for the three months ended December 31, 2020 and 2019, see "Selected Consolidated Financial and Other Data-OtherFinancial and Operational Data (unaudited)-AdjustedEBITDA for the three month periods ended December 31, 2020 and 2019".

If our casinos and hotels are not permitted to fully resume normal operations, travel restrictions and other global restrictions on inbound travel from other countries and areas including Hong Kong and Taiwan are not lifted or relaxed or the global response to contain the COVID-19 pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted. The duration and intensity of the global health emergency and related disruptions arising as a result of the pandemic are uncertain. Given the dynamic nature of the situation, the anticipated impact on our results of operations, cash flows and financial condition in 2021 and beyond are currently unknown. See "Risk Factors-RisksRelating to our Business and Operations-The COVID-19pandemic has had, and is expected to continue to have, a material adverse effect on our business, financial results and liquidity."

MGM Macau

MGM Macau opened in December 2007. The casino floor offers approximately 28,551 square meters, with 638 slot machines, 279 gaming tables, and multiple VIP and private gaming areas as at December 31, 2020. The hotel comprises a 35-story tower with 582 hotel rooms, suites and villas, and we have a service agreement with the Mandarin Oriental Hotel, through which they supplement our room offerings with additional room availability when there is excess demand by our customers. In addition, the resort offers luxurious amenities, including eight diverse restaurants, retail outlets, world-class pool and spa facilities, and approximately 1,600 square meters of convertible convention space. The resort's focal point is the signature Grande Praça and features Portuguese-inspired architecture, dramatic landscapes and a glass ceiling rising 25 meters above the floor of the resort. MGM Macau is directly connected to the One Central complex, which features many of the world's leading luxury retailers and includes Mandarin Oriental Hotel and serviced apartments.

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MGM Cotai

MGM Cotai opened on February 13, 2018. The resort is conveniently located with multiple access points from other Cotai hotels and public amenities. The casino floor offers approximately 27,696 square meters, with 655 slot machines and 273 gaming tables as at December 31, 2020. The hotel comprises two towers with 1,390 hotel rooms, suites and skylofts, 12 diverse restaurants and bars, retail outlets, approximately 2,870 square meters of meeting space and other non-gaming offerings. The scale of MGM Cotai allows us to capitalize on our international expertise in providing exciting and diversified entertainment offerings. The Spectacle, situated at the heart of MGM Cotai, is enriched with experiential technology elements to entertain our guests. MGM Cotai offers Asia's first dynamic theater introducing advanced and innovative entertainment to Macau. The Mansion, an ultra-exclusive resort within a resort, which is available only to our most selective guests, was launched in late March 2019. Mansion One, the private ultra-luxury gaming area for invitation-only premium mass customers, attached to The Mansion was introduced in December 2018. The new gaming area allowed us to expand our gaming operations and enhance our competitiveness.

The Company reached a settlement agreement with the principal contractors in connection with the construction costs of MGM Cotai in December 2019. Under the settlement agreement, the parties agreed that the final contract sums in respect of the builders' work executed under the main construction contract and the work under the mechanical, electric and plumbing (MEP) nominated sub-contracts was MOP10,270.5 million (approximately HK$9,971.4 million). The Company agreed to pay to the principal contractors MOP612.5 million (approximately HK$594.7 million), being the settlement amount of MOP10,270.5 million (approximately HK$9,971.4 million) less the total amount previously certified and paid by the Company to the principal contractors of MOP9,658.0 million (approximately HK$9,376.7 million). The required amounts had been fully settled as at December 31, 2020. In addition, the Company had closed out substantially all of its construction liabilities related to the nominated subcontracts of the MGM Cotai development.

Our Competitive Strengths

Significant benefits from relationships with MGM Resorts International and Ms. Pansy Ho

As of December 31, 2020, MGM China is 55.95% owned by MGM Resorts International, an S&P 500

Company listed on the NYSE (NYSE: MGM). Ms. Pansy Ho and her controlled companies are our substantial Shareholders (with an interest in 22.49% of our issued share capital as of December 31, 2020).

MGM Resorts International is one of the world's largest gaming and hospitality companies featuring best-in- class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts International provides the Company with access to global expertise, operating and marketing experience and a deep talent pool to support the Company's expansions and operations. MGM Resorts International's expansive loyalty data base with over 30 million Mlife Rewards members offers access to global entertainment offerings which has led to a sizable number of Asian gaming travelers visiting Las Vegas.

Ms. Pansy Ho plays an instrumental role in helping to drive our strategy due to her in-depth experience and familiarity with the entertainment, leisure and government sectors in Macau and throughout the Greater China Region. She is a well-known business leader, providing us with unique Asian access and perspective, as well as her extensive network and experience in branding, leisure and retail concept development.

We believe that the combined strengths of our shareholders and extensive global marketing network, provides a competitive advantage in comparison to other operators of integrated resorts in Asia.

Experienced management team with a proven track record

The Company is managed by a seasoned team of executive officers who collectively have decades of experience in all areas of the gaming and hospitality industry, including casino marketing, table games operations, slot operations, hotel operations, food and beverage, financial planning and analysis, and legal and regulatory

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compliance, with many having significant experience at prestigious gaming resorts in Macau, the Asia-Pacific region and the United States. We believe that the industry knowledge and experience of our senior executives is important to our success and provides us with significant competitive advantages in our market.

Diversified resort offerings

MGM Macau and MGM Cotai are two properties strategically located on the Macau Peninsula and Cotai area of Macau, respectively. MGM Macau is a leading property on the peninsula with an ocean front convenient location close to the Macau ferry terminal and the busiest border-crossing point in Macau. MGM Cotai, which opened in February 2018, is a leading integrated resort seeking to redefine how customers experience art and entertainment.

Our amenities include world-class entertainment, dynamic theater offerings, expansive retail and food and beverage offerings and architecturally stunning features such as the Grande Praça at MGM Macau and the Spectacle at MGM Cotai. We believe these attractions and amenities enhance the appeal of our resorts, appeal to a broad base of customers and offer a premium experience to our patrons.

The Company further benefits from its location in one of the world's top-performing gaming markets. The Macau area houses the largest concentration of casinos in Asia and as of year-end 2019, the region generated more than five times the gaming revenues of Las Vegas at HK$283.9 billion (approximately US$36.6 billion). We believe this, combined with the appeal of our diversified integrated resort offerings, enables us to capture significant visitation at both MGM Macau and MGM Cotai.

Innovative entertainment and art attractions

Our resorts feature integrated experiences with innovative entertainment and art at the heart of our brand in Macau for over a decade, enhancing the appeal of our two properties, with a greater number of visitors, length of stay and spending. The opening of MGM Theater in MGM Cotai, which is the Asia's first dynamic theater featuring multi-dimensional sensory experience enriched with experiential technology elements, has made the staging of complex and innovative entertainment shows possible in Macau. As an avid supporter of Macau's art and cultural tourism, MGM Cotai housed one of the largest permanent art collections in Macau and MGM Macau featured an art space over 8,000 square feet dedicated specifically for art and cultural exhibitions. These unique entertainment and artistic offerings are the key traffic driver and strength the Company as the key player in reinforcing Macau as a cultural and entertainment destination.

One of the most recognizable resort brands in the industry

The Company and MGM Resorts International are operating a world-renowned portfolio of integrated resorts brands. These brands offer travelers an unrivaled range of experiences in accommodation, restaurants, shows, shopping, gaming, services and attractions and have built a strong brand appeal and identification regionally and worldwide. We believe that the name recognition, reputation and image of the premier international brand "MGM", together with our world-class and non-gaming attractions and amenities, will enable us to attract customers to our MGM Macau and MGM Cotai and strengthen our position in the hospitality, entertainment and gaming sectors.

Unique strategic position towards premium mass

We have consistently led innovation in the Macau market. As one of the first in the region to introduce gaming areas dedicated to the premium mass, including the Supreme and Platinum lounges, we have established a primary focus on the high-margin mass gaming segment. Our proportion of gross gaming revenue from the mass market was 64% for the year ended December 31, 2019. Moreover, given the higher margins from the mass market, our mass market gaming segment accounted for the substantial share of our casino profit for the year ended December 31, 2019. Our mass market gross gaming revenues typically have gross margins that are significantly higher than our typical VIP gross margins. We believe our strategic position in, and pioneering approach, to the premium mass market improves our overall financial position while offering greater earnings stability.

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Strong cash flow generation and significant growth potential

The Company generated significant cash flows in 2019 and 2018, experiencing revenue and Adjusted EBITDA growth of approximately 18.6% and 27.8% to HK$22,765.0 million (approximately US$2,936.1 million) and HK$6,183.1 million (approximately US$797.5 million), respectively, for the year ended December 31, 2019 as compared to the year ended December 31, 2018. As a result of the COVID-19 pandemic, however, our revenue and Adjusted EBITDA fell sharply for the year ended December 31, 2020, decreasing by approximately 77.6% and 122.2% to HK$5,096.0 million (approximately US$657.3 million) and an Adjusted EBITDA loss of HK$1,371.7 million (approximately US$176.9 million), respectively, as compared to the year ended December 31, 2019.

The growth in revenue and Adjusted EBITDA for the years ended December 31, 2019 and 2018 was driven by the continuing ramp up of MGM Cotai through execution of strategic operational focus to elevate customer experience and its increasing market share in the premium mass segment through product and service enhancement and entertainment programs. MGM Cotai achieved approximately 176.8% year-over-year growth in Adjusted EBITDA during its second year of operation in 2019, benefiting from the launch of Mansion villas and our ultra- luxury gaming area, Mansion One. We believe that MGM Cotai had one of the top mass table yields for its opening quarters among the properties that have opened in Cotai since 2015.

MGM Macau remains one of the leading players in the Macau Peninsula market. MGM Macau continues to reinvest in growth opportunities through mass casino floor renovation, conversion of villas to cater to high end premium mass, food and beverage and retail premium product enhancement. The Macau Peninsula maintains a significant contribution to the overall Macau gaming market, with approximately 76% of Macau's inbound visitation arriving via the Macau Peninsula in 2019, including by way of the border-crossing point and the new Hong Kong- Zhuhai-Macau Bridge. The Company believes that a similar trend will continue following the lifting of regional and global travel restrictions and quarantine requirements. The Macau Peninsula generated approximately 34% of the total GGR in the Macau gaming market in 2019 and approximately 35% in 2020 despite rapid development in Cotai.

Despite the uncertainty in global economic conditions and the potential adverse effects on consumer and corporate spending and tourism trends, especially the negative impact of the COVID-19 pandemic on the economy in general and the gaming industry in Macau, we remain optimistic about the long-term development of the Macau gaming market. The Company has developed strategies to expedite the pace of recovery following the gradual easing of regional travel restrictions and the resumption of ferry services from Hong Kong to Macau with intensive marketing and sales programming in order to optimize the potential of our customers' visits. See "-OurOperating Strategies-Strategiesfor business recovery from the COVID-19pandemic." We expect the premium mass market, which both MGM Macau and MGM Cotai are focused on and well positioned to benefit from, will continue to be key to our recovery and growth in the future.

Strong balance sheet with significant financial flexibility

The Company has been prudent in maintaining a strong balance sheet with moderate leverage to ensure we meet our financing obligations and operating requirements. After giving effect to the offering of the Notes and the use of proceeds therefrom as set forth in "Use of Proceeds," as of December 31, 2020, our total long-term indebtedness would be HK$22,251 million, or US$2,870 million, primarily consisting of the Notes, the Existing Notes, and amounts outstanding under our Revolving Credit Facility.

We believe that we are well capitalized to maintain our position in the Macau gaming market and that our liquid assets and available financing will be sufficient to sustain our day-to-day working capital requirements and our recurring expenses for the duration of the COVID-19 pandemic. During 2019, we completed the issuance of the Existing 2024 Notes and the Existing 2026 Notes with an aggregate principal amount of US$1.50 billion, and entered into agreements to provide for an unsecured revolving credit facility in an aggregate amount of HK$9.75 billion, and the proceeds of such financings were used to replace the Company's then existing Senior Secured Credit Facility. During 2020, we completed the issuance of the Existing 2025 Notes with an aggregate principal amount of US$500 million, and entered into agreements to provide for an unsecured revolving credit facility in an aggregate amount of HK$3.12 billion (with an option to increase the amount of the facility to HK$3.9 billion (approximately US$503.0 million) subject to certain conditions), and the proceeds of such financings were used to repay a portion of the amounts due under the Company's Revolving Credit Facility without cancelling such commitments. As of

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December 31, 2020, the Company had cash and cash equivalents of HK$2.6 billion (approximately US$340 million). We also had available capacity of HK$6.9 billion (approximately US$890 million) under our Revolving Credit Facility and our Second Revolving Credit Facility as of December 31, 2020. The Company does not have any debt maturing until 2024 and the financial covenants under its Revolving Credit Facilities have been waived through the fourth quarter of 2022. In addition, the Company has closed out substantially all of its construction liabilities related to the MGM Cotai development. The repositioning of our balance sheet composition into a greater diversification of funding sources is intended to provide a more cost effective and flexible mix of financing options. We believe this flexibility in conjunction with our prudent financial management will further strengthen our balance sheet and better position us for future growth.

Our Operating Strategies

To build on our competitive strengths, operationally we are focused on continuously improving the customer experience through product and service enhancement, greater asset utilization and the maximization of our operational efficiencies. These strategic efforts allow us to streamline and expand our organization across several key business segments, including sales and marketing, VIP and mass business development, and entertainment. We conduct business with a holistic strategic approach with a focus on creating economic benefits across our properties on the Macau Peninsula and in Cotai.

Develop and diversify our offerings to cater to different market segments

Our properties, MGM Macau and MGM Cotai, were distinctively designed to offer a wide range of amenities across properties in order to appeal to different customer types and attract a broad range of visitors. MGM Macau is a preferred destination of gaming customers, and its central location on the Macau Peninsula in combination with its focus towards premium mass, offers a competitive advantage in attracting a greater volume of walk-in traffic as well as overnight guests staying at MGM Macau and other nearby resorts. In contrast, MGM Cotai is nestled in the heart of Cotai, which tends to draw greater business from the travel and leisure segment. In an effort to better target this segment, MGM Cotai was designed to showcase exciting and diversified entertainment offerings, including The Spectacle and Asia's first dynamic theater. MGM Cotai also features The Mansion collection of villas, a unique VIP offering designed to attract the highest level of play directly to the property, and Mansion One, the ultra-luxury gaming area for invitation-only premium mass customers. With a vast array of amenities, MGM Cotai and MGM Macau were thoughtfully developed and designed to appeal to a broad range of consumer segments, including leisure, premium mass and high-end gaming allowing the Company to more easily attract market share.

Continuously improve scale of operations to create optimal financial performance

Our management team focuses on effectively utilizing our assets and resources to continuously expand our customer database and leverage our profit margins. This strategy has played a particularly important role when it comes to maximizing the earning potential of MGM Cotai. Our focus on driving higher table yields along with a disciplined approach to asset utilization has allowed us to increase margins significantly at MGM Cotai. With demonstrated improvements in profitability in its two years of operations before the pandemic period, MGM Cotai has showcased its ability to effectively evaluate and leverage its product content with a focus towards maximizing efficiencies and profits.

At MGM Macau, prior to the outbreak of the COVID-19 pandemic, we consistently operated at strong stabilized Adjusted EBITDA margins of nearly 30% for each of the years ended December 31, 2017, 2018 and 2019. We believe this performance reflects management's continuous dedication towards reinvestment and the implementation of strategies specifically designed to increase margins and profitability. For example, we are proactive in addressing customer preferences, and as a result, have updated our food and beverage offerings, expanded our retail business, and created gaming offerings that are more closely aligned with the high-margin premium mass segment. As part of our initiative to drive optimal financial performance, we will continuously evaluate efficiencies across both properties in order to create both new and improved strategies around maximizing the potential of our business, particularly as the COVID-19-related restrictions ease and visitation to our casinos returns to pre-pandemic levels.

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Maintain strong business relationships with our gaming promoters and identify potential gaming promoters to further grow our VIP business

A significant amount of our VIP casino play is referred to us by gaming promoters, with whom we have established good business relationships. The quality of gaming promoters with whom we engage in business is important to our reputation and ability to operate in compliance with our Subconcession Contract and Macau gaming laws. We continue to review our business relationship with each of our gaming promoters and identify potential new gaming promoters to partner with while having a particular awareness to their financial performance, reputation and management capability.

Utilize The Mansion and Mansion One to attract ultra-high end customers, while maintaining our focus on the high-margin mass market gaming segment

Launched in late March 2019, the ultra-luxury "The Mansion" collection of villas is Macau's first VIP enclave featuring 27 lavish residential-style villas. Designed to provide selected high-end guests with an unforgettable and sensational stay with heartfelt, intuitive and personalized service, it is an ultra-exclusive resort within a resort that is only available to our most selective guests. Additionally, each villa comes with butler service and certain villas feature balconies, oversized Jacuzzis and massage rooms. In addition, in December 2018, "Mansion One," the ultra- luxury gaming area for invitation-only premium mass customers, was launched. The expansive and unique offerings associated with The Mansion villas and Mansion One were designed to better position the Company to acquire high- end customers, helping to further grow our customer database and overall gaming business. We will continue to utilize The Mansion and Mansion One to maintain our focus towards the high-margin premium mass gaming segment in an effort to continuously stabilize and grow Adjusted EBITDA. We believe this combined strategy will allow us to more effectively and efficiently grow profits while also broadening our visitation and overnight guests.

Identify innovative gaming and non-gaming investment opportunities

We continuously invest in our properties and in technology to maintain our competitive advantage and enhance the customer experience. For example, we believe our Cotai property is one of the most innovative integrated resorts in the world, bringing world-class entertainment experiences through the Spectacle and MGM Theater, Asia's first dynamic theater. We have also introduced innovative dining concepts to further support Macau's emergence as a world-class tourism destination. We believe it is imperative to continue to enhance and reinvent the customer experience in order to maintain our reputation as a premier brand and operator of choice in the region.

Strategies for business recovery from the COVID-19 pandemic

The COVID-19 pandemic has caused, and is continuing to cause, significant disruption in our operations and has materially impacted our business, results of operations and financial condition. We have taken aggressive efforts to reduce operating expenses and defer non-essential planned capital expenditures in 2020 to improve the Group's liquidity position and prepare for the economic recovery.

During the pandemic outbreak, we have kept close communication with our customers in order to maintain relationships and also to highlight our efforts to maintain extensive hygiene initiatives and support social distancing. Macau itself has had considerable success in controlling the pandemic, which we have highlighted to our customers in order to address their safety concerns.

The Company has implemented several recovery strategies to attract customer visitations upon the gradual easing of regional travel restrictions and the resumption of ferry services from Hong Kong to Macau. These strategies include:

• implementing new initiatives in hygiene and social distancing to address customer safety concerns and changing customer behavior;
• introducing new attractions and experiences that leverage our unique public spaces, resort technology and family and cultural tourism products to drive property visitation and business growth;

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• increasing the intensity and scope of our sales and marketing campaigns to drive visitation and business growth, with a prudent approach to reinvestment in order to maintain profit margin;
• introducing new food and beverage concepts and menu offerings throughout the relaunch process;
• continuing to drive social media awareness and sales through e-commerce channels;
• implementing gaming optimization strategies to drive table yield and minimizing the impact of social distancing restriction; and
• developing the MGM Cotai South Tower suites at an expected total capital cost of HK$677 million to strengthen our position in the premium mass market.

By continuing to pursue these strategies, the Company believes it will be well-positioned to recover from the pandemic by steadily ramping up operations as regional and global economic conditions slowly recover from the COVID-19 fallout and travel restrictions continue to ease, and ultimately return to profitability.

Organizational Chart

The following chart illustrates our simplified corporate structure as of December 31, 2020.

1. Issuer of our Existing Notes, and borrower under our Revolving Credit Facility and Second Revolving Credit Facility.
2. Our subsidiaries will not guarantee the Notes, and do not guarantee the Existing Notes, our Revolving Credit Facility or our Second Revolving Credit Facility.

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THE OFFERING

The following is a general summary of the terms of the offering. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information appearing elsewhere in this offering memorandum, including under "Description of Notes."

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The summary consolidated financial information presented below as of and for the years ended December 31, 2020, 2019 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this offering memorandum. The data below should be read together with our audited consolidated financial statements and the accompanying notes thereto and other financial data included elsewhere in this offering memorandum. Our historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read this section in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and those financial statements and the notes to those statements included elsewhere in this offering memorandum. The results for any historical period are not necessarily indicative of the results of operations to be expected in any future period.

Selected Data from Consolidated Statement of Profit or Loss

The following table presents certain of our consolidated statement of profit or loss for the years ended on the dates indicated below.

Selected Data from Consolidated Statement of Financial Position

The following table presents our consolidated statement of financial position data as at the dates indicated below.

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1. MGM Cotai opened on February 13, 2018.
2. "Adjusted EBITDA," which is a non-IFRS measure, is profit/loss before finance costs, income tax benefit/expense, depreciation and amortization, gain/loss on disposal/write-off of property and equipment and other assets, interest income, net foreign currency difference, share-based payments, pre-opening costs and corporate expenses which mainly include administrative expenses of the corporate office and license fee paid to a related company. Adjusted EBITDA is used by management as the primary measure of the Group's operating performance and to compare our operating performance with that of our competitors. Adjusted EBITDA should not be considered in isolation, construed as an alternative to profit or operating profit as reported under IFRS or other combined operations or cash flow data, or interpreted as an alternative to cash flow as a measure of liquidity. Adjusted EBITDA presented in this offering memorandum may not be comparable to other similarly titled measures of other companies operating in the gaming or other business sectors. For a quantitative reconciliation of the Group's Adjusted EBITDA to its most directly comparable IFRS measurement, see the table below.
3. "Adjusted EBITDA margin," which is a non-IFRS financial measure, is Adjusted EBITDA divided by operating revenue for the applicable period.
4. "REVPAR" includes complimentaries and other incentives.

Adjusted EBITDA for the years ended December 31, 2020, 2019 and 2018

The financial information presented in the table below for the years ended December 31, 2020, 2019 and 2018 has not been audited or reviewed.

1. Pre-openingcosts for the year ended December 31, 2019 primarily represented personnel and other costs incurred prior to the opening of ongoing development phases of MGM Cotai, primarily related to The Mansion and gaming promoter rooms. Pre-opening costs for the year ended December 31, 2018 primarily represented personnel and other cost incurred prior to the opening of MGM Cotai and ongoing development phases of MGM Cotai, primarily related to The Mansion, theater and gaming promoter rooms.
2. Adjusted EBITDA for the year ended December 31, 2020 includes HK$175.2 million (approximately US$22.6 million) of bonus reversal.

Adjusted EBITDA for the three month periods ended December 31, 2020 and 2019

The financial information presented in the table below for the three months ended December 31, 2020 and 2019 has not been audited or reviewed.

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1. Adjusted EBITDA for the three months ended December 31, 2020 includes HK$175.2 million (approximately US$22.6 million) of bonus reversal.

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RISK FACTORS

You should carefully consider the risks described below and the other information contained in this offering memorandum before making an investment decision. The risks and uncertainties described below may not be the only ones that we face. Additional risks and uncertainties that we are not aware of or that we currently believe are immaterial may also adversely affect our business, financial condition or results of operations. If any of the events described below should occur, our business, financial condition or results of operations could be materially and adversely affected. In such case, we may not be able to satisfy our obligations under the Notes, and you could lose all or part of your investment.

Risks Relating to Our Business and Operations

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse effect on our business, financial results and liquidity.

The COVID-19 pandemic and measures to prevent the spread of the virus have had, and are expected to

continue to have a material negative impact on our business. In response to the outbreak of the pandemic in early 2020, governmental authorities in a number of countries and territories, including China, Hong Kong and Macau, took certain actions to attempt to mitigate the spread of the virus. Such actions included the imposition of regional and nationwide lockdowns and other restrictions, many of which have remained in place or become more stringent since the beginning of 2020. Certain travel restrictions affecting Macau, which remain in place as of the date of this offering memorandum, include the temporary suspension of ferry services from Hong Kong to Macau, the nucleic acid test result certificate and mandatory quarantine requirements for visitors from Hong Kong and Taiwan, and bans on entry or enhanced quarantine requirements on other visitors.

The inability and unwillingness of consumers to travel since the outbreak of the pandemic has had a significant impact on visitation to Macau and our casinos and hotels, which has had, and which we expect to continue to have, a material adverse effect on our business and results of operations. For the year ended December 31, 2020, our operating revenues decreased by 77.6% to HK$5,096.0 million (approximately US$657.3 million), as compared to HK$22,765.0 million for the year ended December 31, 2019, and our Adjusted EBITDA decreased by 122.2% to an Adjusted EBITDA loss of HK$1,371.7 million (approximately US$176.9 million), as compared to Adjusted EBITDA of HK$6,183.1 million for the year ended December 31, 2019. Our room occupancy rate at MGM Macau and MGM Cotai fell from 96.4% and 91.6%, respectively, for the year ended December 31, 2019 to 35.6% and 22.4%, respectively, for the year ended December 31, 2020. In addition, in order to comply with social distancing regulations, we were required to reduce the operating capacity of our slot machines for the year ended December 31, 2020 by 41% and 43% at MGM Macau and MGM Cotai, respectively, as compared to their operating capacity for the year ended December 31, 2019.

All casino operations in Macau, including at MGM Macau and MGM Cotai, were required to close for a 15-day period commencing on February 5, 2020 to mitigate the risk of COVID-19 transmission in Macau. As a result, all operations at MGM Macau and MGM Cotai were suspended, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests. Although operations at MGM Macau and MGM Cotai resumed on February 20, 2020, certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, temperature checks, mask protection and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system in order to enter our casinos, were put in place to reduce the risk of transmission. While guests entering our casinos are no longer required to present negative COVID-19 test results effective from March 3, 2021, many social distancing and health measures remain in place as of the date of this offering memorandum. See "-Ourcasinos and hotels are operating without all amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for operations to return to normal or if such our casinos and hotels will be required to close in the future due to the COVID-19pandemic." Further, the numerous travel restrictions and social distancing policies instituted by local and overseas governmental authorities have resulted in a significant reduction in visitation to our casinos and there can be no assurance that our properties will not be forced to close or suspend operations in the future.

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While many aspects of these travel restrictions and conditions continue to adversely impact visitations to Macau in general, beginning in July 2020, certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic. Quarantine-free travel, subject to COVID-19 safeguards, such as testing and the usual visa requirements, was reintroduced between Macau and an increasing number of areas and cities within mainland China in progressive phases from July to September 2020, commencing with an area in Guangdong Province, which is adjacent to Macau, and expanding to additional areas and major cities within Guangdong Province, followed by most other areas of mainland China. On September 23, 2020, Chinese authorities fully resumed the individual visa scheme, which permits Chinese citizens from nearly 50 cities in mainland China to travel to Macau for tourism. As of the date of this offering memorandum, bans on entry or enhanced quarantine requirements remain in place for people attempting to enter Macau, depending on various conditions, such as the usual visa requirements, their COVID-19 test results, the purpose of their visit, and their recent travel history. Quarantine requirements for those traveling between Hong Kong and Macau are expected to

remain effective until at least March 31, 2021. See "-There are currently significant limitations on visas for entry to Macau, and we are unable to predict when all, or any of, such travel restrictions will be eased, whether any additional restrictions will be reintroduced, or the period of time required for tourism to return to pre-pandemic

levels, if at all." Given the evolving conditions created by and in response to the COVID-19 pandemic, we are currently unable to determine when travel-related restrictions and conditions will be further eased. Measures that have been lifted or are expected to be lifted may be reintroduced if there are adverse developments in the COVID- 19 situation in Macau and other regions with access to Macau.

As of the date of this offering memorandum, there are no fully-effective treatments that are broadly approved for COVID-19 and there can be no assurance that a fully-effective treatment will be developed. While several vaccines have been developed and approved for use by certain governmental health agencies, there is considerable uncertainty with regard to how quickly such vaccines can be produced, distributed and deployed to the general public across the globe, whether governments will be willing and able to procure a sufficient supply of vaccinations, how widely-accepted the vaccines will be within different communities, and how effective the vaccines will be at reducing or preventing the spread of COVID-19. The Macau Government has announced that further opening of Macau's borders will require the prior vaccination of the entire population of Macau. Although Macau commenced a phased vaccination program on February 9, 2021, there is no definitive timeline for the completion of such program.

Even once travel advisories and restrictions have been lifted, demand for casino resorts may remain weak for a significant length of time and inbound tourism to Macau may be slow to recover. We cannot predict when, or even if, operating results at our properties will return to pre-pandemic levels. In particular, consumer behavior related to discretionary spending and traveling, including demand for casino resorts, may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of the COVID-19 pandemic. In addition, we cannot predict the impact that the COVID-19 pandemic will have on our partners, such as tenants, travel agencies, suppliers and other vendors, which may adversely impact our operations.

As a result of these factors, we may be required to raise additional capital in the future and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. On March 4, 2021, Standard & Poor's downgraded the issuer credit ratings of MGM Resorts International and the Company to B+ with a negative outlook from BB-. If our credit ratings or the credit ratings of MGM Resorts International were to be downgraded further, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing could be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental credit enhancements such as guarantees and/or collateral, which may further restrict our business operations or be unavailable due to covenant or other restrictions then in effect. There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms that are favorable to us.

As at December 31, 2020, we did not have any current portions of long-term debt on our balance sheet and have no long-term debt maturing until 2024. During the year ended December 31, 2020, we generated operating revenues of HK$5,096.0 million (approximately US$657.3 million) and incurred cash operating expenses, exclusive of rent, interest, variable gaming taxes and expected capital expenditures, of approximately HK$6,680.6 million

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(approximately US$861.6 million), which is significantly in excess of amounts being earned at both properties. Our actual level of cash operating expenses in coming periods could be impacted by unanticipated developments or by events beyond our control. As of December 31, 2020, we had cash and cash equivalents of HK$2.6 billion (approximately US$340 million). We also had available capacity of HK$6.9 billion (approximately US$890 million) under our Revolving Credit Facility and our Second Revolving Credit Facility as of December 31, 2020.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of containment measures, the impact on our results of operations, cash flows and financial condition in 2021 and beyond may be material, but cannot be reasonably estimated at this time. The extent of the effects of the outbreak on our business and the casino resort industry more generally is highly uncertain and will ultimately depend on future developments, including the duration and severity of the COVID-19 pandemic; the negative impact it has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence even after travel advisories and restrictions are lifted; the ability of us and our business partners to successfully navigate the impacts of the pandemic; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel and limiting or banning leisure, casino and entertainment (including sporting events) activities; and how quickly economies, travel activity, and demand for gaming, entertainment and leisure activities recovers after the pandemic subsides. To the extent the COVID-19 pandemic adversely affects our business, operations, financial condition and operating results, it may also have the effect of heightening many of the other risks related to our business, including those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants or other restrictions contained in the agreements that govern our indebtedness.

There are currently a number of travel restrictions and other limitations affecting entry to Macau, and we are unable to predict when all, or any of, such travel restrictions will be eased, whether any additional restrictions will be reintroduced, or the period of time required for tourism to return to pre-pandemic levels, if at all.

In connection with the COVID-19 pandemic, China implemented a temporary suspension of its visa scheme that permits mainland Chinese residents to travel to Macau, and on February 4, 2020, the Hong Kong Government temporarily suspended all ferry services from Hong Kong to Macau and resumed abbreviated service in early May 2020. Additionally, due to an increasing number of confirmed cases globally, the Macau Government imposed certain travel restrictions to prevent the spread of the virus. Currently, all individuals who are not residents of mainland China, Hong Kong or Taiwan are prohibited from entering Macau, however, certain exemptions apply. Residents of mainland China, Hong Kong and Taiwan are prohibited from entering Macau if they have been overseas in the past 14 days, or, if they have been to Hong Kong in the past 14 days, they are subject to medical observation at a designated location for 14 days, followed by a 7-day health self-management period, or if they have been to Taiwan in the past 14 days, they are subject to medical observation at a designated location for 14 days. While certain of the medical observation and health self-management requirements for visitors from mainland China, Taiwan and Hong Kong have started to be lifted in recent weeks, it is possible that these requirements may be reimposed or other requirements introduced in the event of any resurgence in cases of COVID-19. According to the DSEC, total visitor arrivals decreased by 85% and total visitation from mainland China to Macau decreased by 83% for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Our casinos and hotels are operating without all amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for our operations to return to normal or if our casinos and hotels will be required to close in the future due to the COVID-19 pandemic.

Although our casinos remain open following the mandatory 15-day closure in February 2020, our casinos and hotels are operating without all amenities and subject to certain occupancy limitations. To mitigate the risk of transmission of COVID-19, we have been required to implement a number of measures, including limits on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system in order to enter our casinos, limitations on restaurant capacity, entertainment events and conventions, and other measures to enforce social distancing. While guests

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entering our casinos are no longer required to present negative COVID-19 test results effective from March 3, 2021, many social distancing and health measures remain in place as of the date of this offering memorandum. Accordingly, our casinos and hotels are generating revenues that are significantly lower than historical results. While we engaged in aggressive cost reduction efforts to minimize cash outflows during the closure of our casinos in February 2020 and have continued to engage in such cost reduction efforts since our properties re-opened, we still have significant fixed and variable expenses, which has had and we expect will continue to have an adverse effect on our profitability.

If our casinos or hotels are subject to temporary partial or complete shutdowns in the future due to COVID-19- related concerns, our revenue, profitability and cashflows could be adversely affected and there can be no assurance that the impact on our business and financial results would not be materially different than the impact we have experienced previously in connection with the pandemic.

Our casinos, hotels, convention space and other facilities face intense competition in Macau and elsewhere in Asia, as well as from online-based competitors, which may increase in the future.

The casino, hotel and convention businesses in Macau are highly competitive, and we expect to encounter increasing competition as developers and operators complete and open new projects in the future. Through our subsidiary Subconcessionaire, MGM Grand Paradise, we currently compete with five other Concessionaires and Subconcessionaires authorized by the Macau Government to conduct gaming operations in Macau. As at December 31, 2020, MGM Macau and MGM Cotai were among 41 casinos of varying sizes in Macau. The Macau Government has had the ability to grant additional gaming concessions since April 2009. If the Macau Government were to allow additional competitors to operate in Macau through the grant of additional concessions, we would face additional competition, which could have a material adverse effect on our financial condition and results of operations.

Our operations also compete to some extent with casinos located elsewhere in Asia and elsewhere in the world, including Singapore, the Philippines, Cambodia, Vietnam, Saipan, South Korea, Australia and Las Vegas, as well as online gaming and cruise ships that offer gaming. The expansion of online gaming and other types of gaming in these and other jurisdictions may further compete with our operations by reducing customer visitation and spend in our casino resorts. Our operations also face increased competition from new developments in Malaysia, Australia and South Korea. In addition, certain countries or regions have legalized, and others may in the future legalize, casino gaming (or online gaming), including Japan, Taiwan and Thailand.

The proliferation of gaming venues, especially in Southeast Asia and North Asia, could have a significant and adverse effect on our financial condition, results of operations and cash flows.

Our business is particularly sensitive to downturns in the economy, economic uncertainty and other factors affecting discretionary consumer spending.

Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on business travel and corporate meetings. Even prior to the onset of the COVID-19 pandemic, the global macroeconomic environment has been facing challenges, including the slowdown of China's economy, the U.S.- China trade disputes, uncertainties over the impact of Brexit and other geopolitical and trade tensions. The United States and China have, in recent years, been involved in disputes over trade policies and practices and each has implemented or proposed to implement tariffs on certain imported products. The declaration by the U.S. State Department that Hong Kong is no longer autonomous, following the enactment of the new National Security Law for Hong Kong could cause further deterioration in the bilateral relations between China and the United States and negatively affect the Chinese economy and its demand for gaming and leisure activities. According to the DICJ, gross gaming revenues in Macau, where our current operating facilities are focused exclusively, declined by 79.3% in 2020 as compared to 2019 and 3.4% in 2019 as compared to 2018. The COVID-19 pandemic and other recent political events have led to additional geopolitical tension, which may further impact the global movement of human resources, capital, goods and services. Economic contraction and uncertainty or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotels, casino resorts, and for the type of luxury amenities we offer.

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In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual disposable consumer income and wealth, outbreaks of contagious diseases (such as the ongoing COVID-19 pandemic) or fears of war and acts of terrorism or other acts of violence. For example, the COVID-19 pandemic has significantly impacted the global economy and, unlike other downturns, may have longer term effects on consumer behavior that are not directly tied to economic recovery, such as a reduced willingness to travel and gather in crowded areas.

Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in recent growth in consumer demand for non-gaming offerings. Our success depends in part on our ability to anticipate the preferences of consumers and timely react to these trends, and any failure to do so may negatively impact our results of operations. A recession, economic slowdown or any other significant economic condition affecting consumers or corporations generally is likely to cause a reduction in visitation to our resorts, which would adversely affect our operating results.

We will stop generating any revenues from our Macau gaming operations if we cannot secure an extension of the Subconcession by June 26, 2022 or if the Macau Government exercises its redemption right.

Our Subconcession Contract expires on June 26, 2022. Unless the Subconcession is extended, or legislation with regard to reversion of casino premises is amended, all of MGM Grand Paradise's casino premises and gaming- related equipment will automatically be transferred to the Macau Government on that date without compensation to us, and we will cease to generate any revenues from such gaming operations. Since April 20, 2017, the Macau Government may redeem the Subconcession Contract by providing us at least one year's prior notice. In the event the Macau Government exercises this redemption right, MGM Grand Paradise is entitled to fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by us, excluding the convention and exhibition facilities, during the taxable year prior to the redemption, before deducting interest, depreciation and amortization, multiplied by the number of remaining years before expiration of the Subconcession. We cannot assure you that we will be able to renew or extend the Subconcession Contract on terms favorable to us or at all. We also cannot assure you that if the Subconcession is redeemed, the compensation paid to MGM Grand Paradise will be adequate to compensate for the loss of future revenues. Accordingly, we may not have sufficient funds to pay amounts due on the Notes. As a result you may lose a portion of or the entire value of your investment in the Notes.

Certain events relating to the loss, termination, rescission, revocation or modification of our gaming license in Macau may result in a Special Put Option Triggering Event under the Notes. See "Description of Notes-SpecialPut Option" and also "-RisksRelating to the Notes-Wemay not be able to repurchase the Notes upon the occurrence of certain events."

The Macau Government can terminate the Subconcession under certain circumstances without compensating us, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In March 2002, the Macau Government granted one of three concessions to operate casinos and gaming areas in Macau to SJM pursuant to the terms of the Macau Gaming Law and other related legislation. In April 2005, MGM Grand Paradise entered into a Subconcession Contract with SJM. The Subconcession Contract contains various general covenants, obligations and other provisions as to which determination of compliance is subjective. In many of these instances, the Subconcession Contract does not provide a specific cure period within which a breach of any provision of the Subconcession Contract may be cured and, instead, we would need to rely on consultations and negotiations with the Macau Government to give us an opportunity to remedy any such default. Accordingly, we will be dependent on our continuing communications and good faith negotiations with the Macau Government to ensure that we are performing our obligations in compliance with the Subconcession Contract. Pursuant to the Subconcession, the Macau Government has the right to unilaterally terminate the Subconcession in the event of fundamental non-compliance by MGM Grand Paradise with applicable Macau laws or MGM Grand Paradise's basic obligations under the Subconcession Contract. MGM Grand Paradise has the opportunity to remedy any such non- compliance with its fundamental obligations under the Subconcession Contract within a period to be stipulated by the Macau Government. Upon such termination, all of MGM Grand Paradise's casino area premises and gaming- related equipment would be automatically transferred to the Macau Government without compensation to MGM

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Grand Paradise, and we would cease to generate any revenues from these operations. We cannot assure you that MGM Grand Paradise will perform all of its obligations under the Subconcession Contract in a way that satisfies the requirements of the Macau Government. For a more detailed description of these terms, see the section headed "Regulation-TheSubconcession Contract."

Furthermore, under the Subconcession Contract, MGM Grand Paradise is obligated to comply with any laws and regulations that the Macau Government might promulgate in the future. We cannot assure you that MGM Grand Paradise will be able to comply with these laws and regulations or that these laws and regulations would not adversely affect our ability to construct or operate our Macau businesses. If any disagreement arises between MGM Grand Paradise and the Macau Government regarding the interpretation of, or our compliance with, a provision of the Subconcession Contract, we will be relying on the consultation process with the Macau Government as described above. During any consultation, we will be obligated to comply with the terms of the Subconcession Contract as interpreted by the Macau Government. Currently, there is no precedent concerning how the Macau Government will treat the termination of a concession or subconcession upon the occurrence of any of the circumstances mentioned above. The loss of the Subconcession would require us to cease conducting gaming operations in Macau, which would have a material adverse effect on our business, financial condition, results of operations and cash flows. Accordingly, we may not have sufficient funds to pay amounts due on the Notes. As a result you may lose a portion of or the entire value of your investment in the Notes.

Conducting business in Macau involves certain economic and political risks.

All of our business operations are in Macau. Conducting business in Macau involves certain risks not typically associated with investments in companies with operations outside of Macau, including risks relating to changes in Macau's and China's political, economic and social conditions, changes in Macau Governmental policies, changes in Macau laws or regulations or their interpretation, changes in exchange control regulations, potential restrictions on foreign investment and repatriation of capital, measures that may be introduced to control inflation, such as interest rate increases, and changes in the rates or method of taxation. In addition, our operations in Macau are exposed to the risk of changes in laws and policies that govern operations of Macau-based companies.

Current Macau laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macau. These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations and cash flows.

Under Law no. 5/2011 (Smoking Prevention and Control Law), as amended pursuant to Law no. 9/2017,

effective January 1, 2018, smoking on casino premises is only permitted in designated rooms used exclusively for smoking purposes, equipped with special ventilation and fume extraction to the building exterior. Such legislation and future changes thereto may deter potential gaming customers who are smokers from frequenting casinos in Macau and disrupt the number of patrons visiting or the amount of time visiting patrons spend at our properties, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

We are currently dependent upon our properties in Macau for all of our cash flows, which subjects us to greater risks than a gaming company with more operating properties.

We are entirely dependent upon our two resorts in Macau for all of our operating cash flow. As a result, we are subject to a greater degree of risk than a gaming company with more operating properties. These risks include, among others:

• changes in local economic and competitive conditions;
• changes in laws and regulations in Macau, China, Hong Kong and other nations or territories, or interpretations thereof, including gaming laws and regulations, anti-smoking legislation and travel and visa

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policies (including travel and visa restrictions in response to the COVID-19 pandemic, see "-Thereare currently significant limitations on visas for entry to Macau, and we are unable to predict when all, or any of, such travel restrictions will be eased, whether any additional restrictions will be reintroduced, or the period of time required for tourism to return to pre-pandemiclevels, if at all");

• extensive regulation of our business (including the Chinese Government's ongoing anti-corruption campaign increasing regulation of its citizens' participation in offshore gambling activities) and the cost of compliance or failure to comply with applicable laws and regulations;
• increased government oversight with respect to international financial transactions;
• a decrease in gaming and non-gaming activities at our resorts, including as a result of the COVID-19 pandemic;
• failure to maintain or secure an increase in the number of gaming tables that we are permitted to operate by the Macau Government, or a relative increase in the number of gaming tables that our competitors are permitted to operate in Macau;
• failure to achieve or maintain profitability if capacity limits and other restrictions to encourage social distancing following the COVID-19 pandemic remain in place for a significant amount of time;
• shortages of skilled and unskilled labor affecting construction, development and/or operations;
• greater impact of any failure to win regulatory approvals for any future developments;
• liberalization in gaming laws and regulations in other regional economies that would compete with the Macau market;
• willingness of our customers to travel to Macau;
• natural and other disasters, including the risk of typhoons in the South China region;
• the outbreak of an infectious disease (such as the ongoing COVID-19 pandemic); and
• a significant decline in the number of visitors to Macau for any other reason.

Any of the above events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Gaming is a highly regulated industry in Macau, and the gaming and licensing authorities exercise significant control over our operations.

Gaming is a highly regulated industry in Macau. The continuation of our operations is contingent upon our maintaining all necessary regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations pursuant to Macau law. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners, their shareholders, directors and key employees of the gaming operations, as well as gaming promoters involved in gaming operations. For example, the Macau Government regulates the number of gaming tables that each casino is permitted to operate in Macau, as well as the overall number of gaming tables that may be in operation across the jurisdiction. Any failure on our part to secure an increase in the number of gaming tables that we are permitted to operate, or a relative increase in the number of gaming tables that our competitors are permitted to operate in Macau, could have a significant impact on our ability to compete.

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In addition, our activities in Macau are subject to administrative review and approval by various agencies of the Macau Government, including the DICJ, the Health Department, the Labor Bureau, the Public Works Bureau, the Fire Department, the Economic Services Bureau (including the Tax Department), the Municipal Affairs Bureau, the Macau Monetary Authority, the Financial Intelligence Office and the Macao Government Tourism Office. We cannot assure you that we will be able to obtain all necessary approvals and licenses, and our failure to do so may materially affect our business and operations. Macau law permits redress to the courts with respect to administrative actions; such redress is, however, largely untested in relation to gaming regulatory issues.

Current laws, such as licensing requirements, tax rates and other regulatory obligations, could change or become more stringent, resulting in additional regulations being imposed upon the gaming operations or an increase in competition in the gaming industry. There is little precedent on the interpretation of the current laws and industry regulations. These laws and regulations are complex, and DICJ, the Macau Government and the courts may in the future render an interpretation of these laws and regulations that may differ from our interpretation. For example, certain recent decisions issued by the Macau courts have determined that a gaming operator is not liable for the refund of patron funds deposited with a gaming promoter while other Macau courts determined otherwise. These decisions are not final. The uncertainty caused by these contradictory decisions could have a material adverse effect on our business, financial condition and results of operations.

In June 2017, the Macau Government passed a law establishing a system for the control of cross-border transportation of cash and bearer negotiable instruments that requires all individuals entering Macau with an amount in cash or bearer negotiable instruments equal to or higher than MOP120,000 to declare such amount to the customs authorities, and the Macau Government is now considering proposed regulations that will raise entry requirements for gaming promoters. These changes, and other future regulatory changes, may negatively impact the flow of customers or cash into Macau, and any inability to adapt could have a material adverse effect on our business, financial condition and results of operations.

Failure to adapt to the regulatory and gaming environment in Macau could result in the revocation of the MGM Grand Paradise Subconcession or otherwise negatively affect our operations in Macau.

Our business is affected by economic and market conditions in the locations in which our customers reside and restrictions on their ability to travel to Macau.

As most of our patrons travel to reach our property, the strength and profitability of our business depends on the ability and willingness of our patrons to travel. Only a small percentage of our business is generated by local residents in Macau. Our VIP players, premium players and mass market players typically come from nearby destinations in Asia, including mainland China, Hong Kong, Taiwan, Singapore, the Philippines, South Korea and Japan. Since we expect a significant number of customers to come to MGM Macau and MGM Cotai from mainland China, general economic, social and market conditions in China could impact our financial prospects. For example, the COVID-19 pandemic and related restrictions on travel imposed by governments around the world have led to a significant reduction in the number of visitor arrivals in Macau. See "-The COVID-19pandemic has had, and is expected to continue to have, a material adverse effect on our business, financial results and liquidity" and "-Thereare currently significant limitations on visas for entry to Macau, and we are unable to predict when all, or any of, such travel restrictions will be eased, whether any additional restrictions will be reintroduced, or the period of time required for tourism to return to pre-pandemiclevels, if at all."

Any slowdown in economic growth or changes to China's current restrictions on travel and currency conversion or movements, including continued market impacts of the COVID-19 pandemic and market impacts resulting from China's anti-corruption campaigns and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on union pay withdrawals and other ATM limits on the withdrawal of patacas imposed by the government), could disrupt the number of visitors from mainland China and/or the amounts they are willing to spend in the casino. For example, in December 2014 the Chinese Government tightened the enforcement of visa transit rules for those seeking to enter Macau at the Gongbei border (including requirements to present an airplane ticket to a destination country, a visa issued by such destination country and a valid Chinese passport). However, the Chinese Government recently decided that visas for Macau could be issued from any location, not solely in the relevant Chinese citizen's place of origin. Further, in July 2017, the Chinese Government, along with Macau authorities, implemented new facial recognition technology on ATM

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machines in Macau to strictly enforce the "know your customer" regulations for mainland Chinese bank cardholders. It is unclear whether these and other measures will continue to be in effect, become more restrictive, or be readopted in the future. In addition, in December 2020, China's criminal law was amended to criminalize the organization of trips for mainland Chinese for the purpose of gambling outside of mainland China, including in Macau. See "-Wedepend upon gaming promoters for a significant portion of our casino revenues in Macau." These developments have had, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macau from mainland China, which could adversely impact tourism and the gaming industry in Macau.

Other events which could have a negative impact on international travel and leisure expenditure, including for lodging, gaming and tourism, may include natural disasters, inclement weather, acts of terrorism or regional political events. We cannot predict the extent to which travel disruptions as a result of any such events would adversely affect our business, financial condition, results of operations and cash flows.

We depend upon gaming promoters for a significant portion of our casino revenues in Macau.

Gaming promoters, who promote gaming and draw high-end customers to casinos, are responsible for a significant portion of our gaming revenues in Macau. With the rise in gaming in Macau and the recent reduction in the number of licensed gaming promoters in Macau and in the number of VIP rooms operated by licensed gaming promoters, the competition for relationships with gaming promoters has increased. While we are undertaking initiatives to strengthen relationships with gaming promoters, there can be no assurance that we will be able to maintain, or grow, relationships with gaming promoters. In addition, continued reductions in, and new regulations governing, the gaming promoter segment may result in the closure of additional VIP rooms in Macau, including VIP rooms at MGM Macau and MGM Cotai. If we are unable to maintain or grow relationships with gaming promoters, or if gaming promoters are unable to develop or maintain relationships with our high-end customers (or if, as a result of recent market conditions in Macau, gaming promoters encounter difficulties attracting patrons to come to Macau or experience decreased liquidity limiting their ability to grant credit to patrons), our ability to grow gaming revenues will be hampered. Furthermore, if existing VIP rooms at MGM Macau and MGM Cotai are closed there can be no assurance that we will be able to locate acceptable gaming promoters to run such VIP rooms in the future in a timely manner, or at all.

Our casino revenues may also be affected by regulations that impact gaming promoters. In December 2020, the Standing Committee of the China's National People's Congress amended China's criminal laws such that anyone that organizes trips for mainland Chinese for the purpose of gambling outside of mainland China, including in Macau, may be deemed to have conducted a criminal act. Such amendment took effect on March 1, 2021. While the effect of this recent amendment remains unknown, it is expected to have an impact on gaming promoters. As a result, our VIP segment and gross gaming revenue may be negatively affected, which may further amplify the financial impact of the COVID-19 pandemic on our business and affect the pace of recovery and future growth.

We are dependent on the reputation and integrity of the parties with whom we engage in business activities. If they are unable to maintain required standards of probity and integrity, we would cease doing business with them. In addition, we may face consequences from gaming regulators with authority over our operations, including the loss of the Subconcession.

The reputation and integrity of the parties with whom we engage in business activities, in particular the gaming promoters with whom we deal, are important to our own reputation and ability to continue to operate in compliance with the Subconcession and Macau gaming laws. Under Macau gaming laws, MGM Grand Paradise has an obligation to supervise its gaming promoters to ensure compliance with applicable laws and regulations and serious breaches or repeated misconduct by its gaming promoters could result in the termination of its Subconcession. While we endeavor, through contractual protections and otherwise, to ensure that our gaming promoters comply with our high standards of probity and integrity as well as those required by Macau gaming laws, we cannot assure you that they will always maintain these high standards. If we become aware that any of our gaming promoters has failed to meet the requisite standards, we may choose to terminate our business relationship with such gaming promoter, which could adversely affect our VIP revenues. In addition, if we enter into a business relationship with a gaming promoter whose probity was in doubt, this may be considered by regulators or investors to reflect negatively on our own probity. If any of our gaming promoters violate the Macau gaming laws, the Macau Government may, in its

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discretion, take enforcement action against us, MGM Grand Paradise, the gaming promoter, or each concurrently, and we may be sanctioned and our reputation harmed.

We are exposed to credit risk on credit extended to our patrons and gaming promoters.

We extend credit to certain in-house VIP patrons and gaming promoters in the ordinary course of our business. We selectively extend credit to those VIP patrons whose level of play and financial resources, in the opinion of management, warrant such an extension. This credit is typically unsecured. For these extensions of credit, we often are provided a certain amount of "front money" as a deposit, or secured by uncertified or personal cheques as collateral. Gaming promoter commissions are earned based upon gross table games win or rolling chip turnover generated in the casino by such gaming promoter's patrons. We settle each gaming promoter's account and pay commissions on a monthly basis. These commissions are netted against casino revenues in our financial statements.

Under Macau law, Concessionaires and Subconcessionaires (and gaming promoters upon engagement by Concessionaires or Subconcessionaires) are permitted to extend credit to, and collect gaming debts from, gaming patrons. We may not be able to collect all of our gaming receivables from our credit players. We have in the past experienced and may in the future experience payment defaults by patrons and may be unable to collect fully or partially in respect of such debts. Although we have enhanced our standard operating procedures relating to credit policy for in-house VIP patrons and gaming promoters to address this issue, there is no assurance that we will be able to reduce our risk exposure in respect of credit we have extended to our patrons and gaming promoters, and our business, financial condition and results of operations consequently could be materially and adversely affected. Further, any adverse change in the financial performance of the gaming promoters to whom we extend credit may impact the recoverability of these loans.

We expect that we will be able to enforce credit-related obligations only in a limited number of jurisdictions, including Macau. To the extent that we extend credit to patrons from other jurisdictions, we may not have access to a forum in which we will be able to collect all of our gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and we may encounter forums that will refuse to enforce such debts.

The gaming tax in Macau is calculated as a percentage of gross gaming revenue without deduction for bad debt. As a result, if we extend credit to patrons and are unable to collect on the related receivables from them, we must pay taxes on the gross gaming revenue generated by these patrons even though we are unable to collect on the related receivables.

We may incur impairments to long-lived assets which could negatively affect our future profits.

We review our long-lived assets for impairment in accordance with the authoritative guidance. Significant prolonged negative trends, reduced estimates of future cash flows, prolonged disruptions to our business and slower growth rates or lack of growth (all of which are uncertain events and circumstances we are experiencing in connection with the COVID-19 pandemic that could have a material impact on our operating results) could result in write-downs and impairment charges if and when one or more of such events becomes more acute. If we are required to record impairment charges or write-downs, this could have a material adverse impact on our consolidated results of operations.

Certain laws, rules and regulations applicable to MGM Resorts International in other jurisdictions may require MGM Resorts International to curtail or sever its relationship with us or take other actions that are not in our best interests, each of which would have a material adverse effect on us.

MGM Resorts International is subject to the laws, rules and regulations of the various other jurisdictions in which it operates. Gaming laws are based upon declarations of public policy designed to ensure that gaming is conducted honestly, competitively and free of criminal and corruptive elements. Gaming authorities may investigate any individual or entity having a material relationship to, or material involvement with, MGM Resorts International to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. MGM Resorts International may be subject to disciplinary action, if it or we:

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• knowingly violate any laws applicable to our Macau gaming operations;
• fail to conduct our Macau gaming operations in accordance with the standards of honesty and integrity required with respect to MGM Resorts International's other gaming operations;
• engage in any activity or enter into any association that is unsuitable for MGM Resorts International because it poses a threat to the control of gaming in its United States operations, or tends to reflect discredit or disrepute upon gaming in its United States operations, or is contrary to the gaming policies of the jurisdictions in which MGM Resorts International has gaming operations; or
• employ, contract with or associate with any person in our Macau gaming operations who has been denied a license or a finding of suitability on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

MGM Resorts International may have to act in its own best interests, even at the expense of the Company, in order to ensure that it is in compliance with its obligations under U.S. or other applicable laws and regulations.

If any of MGM Resorts International's gaming regulatory agencies determines that our activities or associations in Macau are unsuitable or prohibited, MGM Resorts International may be required to terminate such activity or association, or may be prohibited from undertaking such activity or association. MGM Resorts International may also need to curtail or sever its relationship with us, including, but not limited to, divestment of its holdings in us, a termination of the venture between Ms. Pansy Ho and MGM Resorts International, a termination of the Corporate Support Agreement, a termination of the licenses to use certain trademarks, including the "MGM" and "Walking Lion Design" trademarks, which have significant brand recognition, and the resignation of those members of our Board that also hold positions in MGM Resorts International. See the section headed "Related Party Transactions" for further details. In particular, if we are no longer able to rely upon the experience of key members of our Board or if we are unable to utilize the "MGM" and "Walking Lion Design" brands, our business, financial condition, results of operations and cash flows will be materially and adversely affected. See the sections headed "-RisksRelating to Our Business and Operations-Wemay lose our right to use certain MGM trademarks which are sublicensed through MGM Branding" and "-RisksRelating to Our Business and Operations-Weare dependent on MGM Resorts International and its subsidiaries and MGM Branding for the provision of certain services, including corporate support, development, marketing and personnel supply services."

In the future, MGM Resorts International may have operations in new jurisdictions. Accordingly, MGM Resorts International will be subject to gaming laws and regulations of those jurisdictions, including laws and regulations that relate to our operations. If any of our activities or associations are deemed to be in violation of the gaming laws and regulations in jurisdictions where MGM Resorts International has, or may in the future have, operations (even if compliant with the laws of the Cayman Islands, Macau and Hong Kong), MGM Resorts International may be deemed to be in violation of such gaming laws and regulations and may be required to curtail or sever its relationship with us.

Should MGM Resorts International terminate its business relationship with Ms. Pansy Ho or sever its ties with us in order to avoid liability as a result of our violation of these gaming laws and regulations or otherwise, our business, financial condition and results of operations will be materially and adversely affected. We have been advised by our Macau advisor that any such divestiture will not constitute a termination event under the Subconcession Contract. However, a complete divestiture by MGM Resorts International of its holdings in us or its failure to maintain 50% control over us, or a complete divestiture by us of our holdings in MGM Grand Paradise, would trigger immediate cancellation of our Revolving Credit Facility and our Second Revolving Credit Facility and mandatory prepayment of any amount outstanding thereunder, which would in turn cause a default under the indentures governing our Existing Notes and the Notes, unless a prior waiver or amendment can be agreed with the lenders.

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We may lose our right to use certain MGM trademarks which are sublicensed through MGM Branding.

Our intellectual property rights, especially our sublicensed rights to use the logo versions of "MGM" in the PRC in respect of gaming, hotel and resort operations, are among our most valuable assets. We have sublicensed the right to use these logos and certain other "MGM"-related trademarks and service marks from MGM Branding, which is the beneficiary of head licenses from MRIH and MGM Resorts International. Pursuant to the sublicensing arrangement, MGM Branding has licensed to us the right to use the "MGM" trademark in connection with our operation of hotel casinos within the Restricted Zone which we co-develop with MGM Branding, but excluding internet gaming, in return for a license fee of 1.75% of our consolidated gross monthly revenue. The license fee is subject to an annual license fee cap. We may also, by mutual agreement, obtain the use of other marks owned by MGM Resorts International without any additional fees. The licensing arrangement, as extended, has a term ending on June 26, 2022 and is also terminable on the occurrence of certain events, such as our failure to comply with applicable Macau regulatory requirements or if MGM Resorts International is directed by any regulator to curtail or sever its relationship with us or if we fail to maintain our resorts and casinos in a manner which is consistent with MGM Resorts International's required quality standards.

If the existing licensing arrangement were to be terminated for these or any other reasons and we were unable to enter into new arrangements with MGM Branding, MRIH or MGM Resorts International, as the case may be, in respect of the "MGM" mark, we would lose our rights to use the "MGM" brand name and "MGM" trademarks and domain names. This would cause severe disruption to our business and have a material and adverse effect on our business, financial condition and results of operations. In addition, we also are exposed to the risk that third parties may use "MGM"-related trademarks without authorization, which may also harm our reputation as well as our business. For details of the intellectual property licensing arrangement, see the section headed "Related Party Transactions."

A failure to establish and protect our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We endeavor to establish, protect and enforce our intellectual property, including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. There can be no assurance, however, that the steps we take to protect our intellectual property will be sufficient. If a third party successfully challenges our trademarks, we could have difficulty maintaining exclusive rights. If a third party claims that we have infringed, currently infringe, or could in the future infringe upon its intellectual property rights, we may need to cease use of such intellectual property, defend our rights or take other steps. In addition, if third parties violate their obligations to us to maintain the confidentiality of our proprietary information or there is a security breach or lapse, or if third parties misappropriate or infringe upon our intellectual property, our business may be affected. Our inability to adequately obtain, maintain or defend our intellectual property rights for any reason could have a material adverse effect on our business, financial condition and results of operations. The defense of any allegations and/or claims may result in substantial expenses, and, if such claims are successfully prosecuted, may have a material adverse impact on our business, financial condition and results of operations.

Our business may be adversely affected by fraudulent websites.

There has been a substantial increase in the international operation of fraudulent online gambling and investment websites attempting to scam and defraud members of the public. These fraudulent websites mainly target PRC citizens and often falsely represent affiliates of one or more Macau casinos and even the Macau government. These fraudulent websites can appear highly professional and will often feature false statements in an attempt to pass off as a legitimate business or purport to be in association with, or be accredited by, a legitimate business or governmental authority. Such websites may also wrongfully display logos and trademarks owned by legitimate businesses or governmental authorities, or use deceptively similar logos and imagery, to appear legitimate. We do not offer online gambling or investment accounts of any kind. Websites offering these or similar activities and opportunities that use our names or similar names or images in likeness to ours, are without our authorization and possibly unlawfully and with criminal intent. We are not responsible for the contents of such websites. We report the fraudulent websites that use our names and trademarks to the appropriate authorities and may bring lawsuits against such websites when we become aware. However, the operation or shutdown of these websites are beyond our control. If our efforts to cause these sites to be shut down are unsuccessful or not timely completed, these

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unauthorized activities may continue to harm our reputation and negatively affect our business. Efforts we take to acquire and protect our intellectual property rights against unauthorized use throughout the world, which may include retaining counsel and commencing litigation in various jurisdictions, may be costly and may not be successful in protecting and preserving the status and value of our intellectual property assets.

MGM Resorts International is subject to certain U.S. federal and state laws, which may impose on us greater administrative burdens and costs than we would otherwise incur.

MGM Resorts International is a reporting company pursuant to the U.S. Exchange Act and is subject to the U.S. federal securities laws and regulations. In addition, MGM Resorts International is subject to other laws applicable to U.S. companies, such as the FCPA and AML laws of the Bank Secrecy Act of 1970, as amended, 31 U.S.C. § 5311 et seq., and the regulations of the United States Department of the Treasury, 31 CFR § 103.11 et seq., among others. MGM Resorts International is also listed on the NYSE and must comply with the NYSE's Listed Company Manual rules, including imposing certain on-going reporting obligations relating to its interest in us. MGM Resorts International's on-going compliance obligations with respect to any of the above may impose on us greater administrative burdens and costs than we would otherwise have, as a result of measures we are required to take to monitor such compliance.

We are dependent on MGM Resorts International and its subsidiaries and MGM Branding for the provision of certain services, including corporate support, development, marketing and personnel supply services.

We obtain certain services from MGM Resorts International and its subsidiaries and MGM Branding, including corporate support, accounting, development, marketing, finance and other professional services. For further information on these related party transactions, see the section headed "Related Party Transactions."

In addition, we have entered into certain transactions with MGM Resorts International, Ms. Pansy Ho and their respective associates, particularly with respect to marketing, corporate support and branding and development services. For further information on these related party transactions, see the section headed "Related Party Transactions."

A termination of any or all of the services that are currently provided to us by MGM Resorts International, MGM Branding, and their subsidiaries could cause significant disruption to our business and could increase future costs to us for such services. If, in the future, MGM Resorts International chooses not to provide such services to us on terms acceptable to us, we will need to seek alternative means of securing comparable services, which may not be available on terms that are as favorable as the current terms or otherwise acceptable to us.

If we fail to retain the services of Ms. Pansy Ho, our business, financial condition and results of operations may be adversely affected.

We operated as a joint venture prior to our listing on the Hong Kong Stock Exchange with Ms. Pansy Ho, both individually and through her operating entity, Grand Paradise Macau Limited, acting as our local partner. The expertise, local market knowledge and marketing efforts of Ms. Pansy Ho have played a significant role in our development and success and if we were to lose the services of Ms. Pansy Ho or if she were unable to devote sufficient time or attention to our business, our business, financial condition and results of operations may be adversely affected. In particular, if Ms. Pansy Ho were to reduce her involvement in the Company, we may no longer be able to benefit from her extensive relationships and business reputation within the greater China region. This may have an adverse effect on our Group's ability to secure future development opportunities and on our regulatory relationships. Our Group may also be adversely affected by the loss of the local market knowledge and experience that Ms. Pansy Ho brings to the Board of the Company and as managing director of MGM Grand Paradise.

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The Significant Shareholders may develop and operate additional integrated resorts or casinos outside of the Restricted Zone that may compete with our property.

Pursuant to the First Renewed Deed of Non-compete Undertakings, MGM Resorts International and Ms. Pansy Ho and their associates (as defined therein and excluding the Company) are, subject to limited exceptions, restricted from having any interest or involvement in gaming businesses in the Restricted Zone. However, the First Renewed Deed of Non-compete Undertakings does not impact MGM Resorts International's or Ms. Pansy Ho's ability to continue to develop and operate new gaming projects or engage in existing gaming operations located outside of the Restricted Zone, or non-gaming resorts outside of Macau, which may provide incentives or otherwise attract gaming customers who may otherwise have patronized our property.

The First Renewed Deed of Non-compete Undertakings will terminate on the earlier of (i) June 26, 2022, or (ii) the date on which our Shares cease to be listed on the Hong Kong Stock Exchange, provided that the First Renewed Deed of Non-compete Undertakings shall cease to apply in respect of either of MGM Resorts International and its associates or Ms. Pansy Ho and her associates following the date on which their respective shareholding in the Company represents less than 20% of the then issued share capital of the Company. Upon the expiration or termination of the First Renewed Deed of Non-compete Undertakings, MGM Resorts International and Ms. Pansy Ho may also compete with us in the Restricted Zone. For details of the Deed of Non-compete Undertakings, see the section headed "Security Ownership of Certain Beneficial Owners-FirstRenewed Deed of Non-competeUndertakings."

Our Significant Shareholders are able to exert significant influence over our operations and future direction.

Ms. Pansy Ho and MGM Resorts International together beneficially own the substantial majority of our outstanding shares. Ms. Pansy Ho, Grand Paradise Macau Limited, MRIH and MGM Resorts International have entered into a voting agreement, whereby, as our Significant Shareholders, they have entered into certain mutual undertakings with regard to the exercise of voting rights and dealings in respect of their shares. The voting agreement may be terminated at any time by the written agreement of all the parties to the agreement and shall be terminated automatically without notice on the date that the First Renewed Deed of Non-compete Undertakings is terminated or ceases to bind either MGM Resorts International or Ms. Pansy Ho. The Significant Shareholders may have interests that differ from those of the holders of the Notes and may take actions that are not in the best interests of the holders of the Notes.

As a result of their substantial equity and voting interests, the Significant Shareholders will, when acting together, have the power, among other things, to elect a majority of the directors to our Board, including the collective ability to nominate directors, appoint and change our management, affect our legal and capital structure and our day-to-day operations, approve material mergers, acquisitions, dispositions and other business combinations and approve any other material transactions and financings. These actions may be taken in many cases without the approval of the INEDs or other shareholders and the interests of the Significant Shareholders may conflict with the interests of the public shareholders.

Our Revolving Credit Facility and the Second Revolving Credit Facility contain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions.

As at December 31, 2020, we had drawn down bank borrowings of HK$5.97 billion, or US$0.77 billion, under the Revolving Credit Facility. The Revolving Credit Facility and the Second Revolving Credit Facility entered into on May 26, 2020 contain covenants that restrict our and certain of our subsidiaries' ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions. In particular, the Revolving Credit Facility and the Second Revolving Credit Facility require that we and certain of our subsidiaries to satisfy various financial covenants, including a maximum leverage ratio and minimum interest coverage ratio, and imposes certain operating and financial restrictions on us and our subsidiaries. We anticipate that other credit facilities (if any) incurred by us in the future may contain similar restrictions, which may also be binding upon us and our other subsidiaries.

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Our ability to comply with these covenants in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions. As a result, we may not be able to comply with these covenants, including with respect to making our required payments due to insufficient cash flow.

To mitigate the impact of the COVID-19 pandemic, on February 21, 2020, April 9, 2020, October 15, 2020 and February 24, 2021, the Company entered into several amendments to the Revolving Credit Facility to waive the maximum leverage ratio and minimum interest coverage ratio. On June 29, 2020, the Company increased the available undrawn amount under the Second Revolving Credit Facility by HK$780 million to HK$3.12 billion and on October 14, 2020 and February 24, 2021, the Company entered into certain amendments to the Second Revolving Credit Facility, to waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2022. We cannot assure you that we will not need to seek further amendments to the Revolving Credit Facility or the Second Revolving Credit Facility to the extent that conditions deteriorate, or that we will be able to obtain such amendments on favorable terms or at all.

Our failure to comply with any of the covenants under the Revolving Credit Facility or the Second Revolving Credit Facility could result in an event of default under such instruments, which could materially and adversely affect our business, operating results and our financial condition. In addition, if MGM Macau and/or MGM Cotai were to cease to produce cash flows sufficient to service our indebtedness, we may be required to sell our assets, refinance all or a portion of our existing debt or obtain additional financing, and any future indebtedness or other contracts could contain financial or other covenants more restrictive than those applicable to our existing credit facilities.

Current and future economic, capital and credit market conditions could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures.

Our ability to make payments on, and to refinance, our indebtedness and to fund planned or committed capital expenditures and investments depends on our ability to generate cash flow in the future, receive distributions from our subsidiaries, borrow under the Revolving Credit Facility and the Second Revolving Credit Facility or incur new indebtedness. If economic conditions in the PRC, Macau or the region more generally deteriorate we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to generate sufficient cash to fund our liquidity needs or fail to satisfy the financial and other restrictive covenants in our debt instruments. We cannot assure you that our business will generate sufficient cash flow from operations or continue to receive distributions from our subsidiaries. We cannot assure you that future borrowings will be available to us under the Revolving Credit Facility and the Second Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We cannot assure you that we will be able to access the capital markets in the future to borrow additional indebtedness on terms that are favorable to us or at all.

Our ability to timely refinance and replace our indebtedness in the future will depend upon the economic and credit market conditions discussed above. If we are unable to refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Our revenues are based primarily on gaming, which inherently involves elements of chance that are beyond our control. As a result, our revenues may be volatile.

The gaming industry is characterized by the element of chance. In addition to the element of chance, theoretical expected win rates are also affected by other factors, including players' skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets placed by our players and the amount of time players spend on gambling. As a result, our actual win rates may differ greatly over short time periods, including from quarter to quarter and could cause our results of operations to be volatile. Further, it is possible for the winnings of our patrons to exceed our casino winnings, in which case we may even record a loss from gaming operations over a specified period.

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In addition, a substantial portion of our gaming revenues is earned from our VIP patrons. VIP patrons typically place large individual wagers, which may lead to greater variances in win-loss results that could have a greater relative impact on our revenues and cash flow in a particular quarter.

As a consequence of our reliance on gaming revenues, particularly from our VIP patrons, our casino revenues may experience significant volatility during a particular interim period and may not be indicative of our casino revenues for a full year. These factors, alone or in combination, have the potential to materially and adversely impact our business, financial condition and results of operations.

Our results of operations are significantly dependent on VIP gaming revenues.

A significant portion of our gross casino revenue is derived from VIP gaming, which accounted for 28%, 36% and 42% of our total revenue in 2020, 2019 and 2018, respectively. VIP gaming results are subject to significant short-term volatility because of the amounts wagered and typically generate lower margins than our mass market/main floor operations. Significant deviations from statistical net-win norms in our VIP gaming operations could have an adverse effect on our earnings. In addition, a limited number of VIP gaming patrons could contribute a significant portion of MGM Grand Paradise's VIP gaming revenue during any particular period. The loss of business from key VIP gaming patrons, a reduction in play by VIP gaming patrons or significant gaming wins by VIP gaming patrons could materially and adversely affect our business, financial condition and results of operations. See also "-Wedepend upon gaming promoters for a significant portion of our casino revenues in Macau."

Our gaming business is subject to cheating and counterfeiting.

Players in our casinos or gaming areas may attempt to commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit currency, chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. In order to prevent and detect potential fraud, cheating and counterfeiting activities, we employ advanced technology and techniques in our gaming facilities, such as the use of cards and chips with embedded authentication features such as holograms and RFID in cash chips and barcodes on cards, RFID antenna readers, infrared readers, money note scanners, electronic card readers and a 24- hour CCTV system, however, failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, thereby materially and adversely affecting our business, financial condition, results of operations and cash flows. Since 2013, we have detected six instances of counterfeit chip cases, however, in each instance, the total value of the counterfeited chips was not significant.

We conduct regular reviews of our operations to prevent cheating. Each game has a statistical theoretically expected win rate and we also examine our win statistics for any evidence of cheating when our gaming win consistently varies from the theoretical normal win inherent in the games. However, there can be no assurance that our efforts to prevent cheating will be effective and, although we maintain relevant insurance cover, any failure to prevent cheating may adversely affect our business, financial condition, results of operations and cash flows.

We recorded net current liabilities in 2018, 2019 and 2020.

At December 31, 2018, 2019 and 2020, the Company recorded net current liabilities in the amounts of HK$3.4 billion, HK$1.1 billion and HK$105 million (approximately US$13 million), respectively. This was mainly due to construction, retention and other payables due within the relevant period. We may in the future continue to incur current liabilities that result in the reporting of net liabilities for any given financial period due to factors including but not limited to changes in current assets, such as trade and other receivables, investments in trading securities and cash and fluctuations in items such as trade and other payables, current tax liabilities, and financial guarantee obligations.

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Our business depends on our ability to attract and retain a sufficient number of qualified employees to run our operations. A limited supply of qualified managers or labor could cause labor costs to increase.

Our ability to maintain our competitive position is dependent to a large degree on the efforts, skills and continued service of our key management and operating personnel. The loss of our key management and operating personnel would likely have a material adverse effect on our business.

Our business is also labor intensive and, therefore, our success also depends in large part on our ability to attract, train, motivate and retain a sufficient number of qualified and skilled employees to run our operations. Macau has a relatively limited labor market for the supply of employees for the gaming and gaming-related operations at MGM Macau and MGM Cotai.

Given the limited pool of qualified operating, marketing, financial and technical personnel and experienced gaming and other personnel currently available in Macau as well as the large and growing number and scale of casino resort developments and non-casino businesses currently operating in Macau, we face and will continue to face significant competition in the recruitment of appropriately qualified employees.

While we seek employees from other countries to adequately staff our resorts, certain Macau Government policies limit our ability to import labor in certain job positions (for instance, the Macau Government requires that we only hire Macau residents as dealers or supervisors in our casinos) and any government policies that freeze, reduce or cancel our ability to import labor could cause labor costs to increase (including existing limitations on our ability to import labor as part of the COVID-19 mitigation efforts). This could require us to raise the salaries of current employees or to pay higher wages to attract new employees, which could cause our labor costs to increase. If we are unable to attract and retain a sufficient number of qualified employees, or if we encounter a significant increase in labor costs due to salary increases or for any other reason, our ability to compete effectively with the other Concessionaires or Subconcessionaires in Macau and our business, financial condition and results of operations could be materially and adversely affected.

In addition, we may be unable to retain the services of our key management personnel and may not easily be able to replace such personnel if they choose to leave us for any reason. In turn, this could have an adverse effect on our business, financial condition and results of operations. On May 11, 2020, we announced the retirement of our Chief Executive Officer Grant R. Bowie, which took effect on May 31, 2020. On August 6, 2020, Mr. Bowie also resigned as an executive Director of the Company as part of his retirement plans. Mr. Bowie remains as an advisor of the Company for a period up to December 31, 2022. Ms. Pansy Ho continues to act as managing director of MGM Grand Paradise. Certain senior executive roles have been restructured to complement the expertise of the management team, but we cannot assure you that we will not in the future lose additional key personnel and, if we do, that we will be able to find a replacement with equivalent skills and experience in a timely manner.

Currency export restrictions and unfavorable fluctuations in currency exchange rates could negatively impact us.

Currency exchange controls and restrictions on the export of currency by certain countries may negatively impact us. For example, there are currency exchange controls and restrictions in effect on the export of the Renminbi, the currency of China. Gaming operators in Macau are currently prohibited from accepting wagers in Renminbi. There are currently restrictions on the export of the Renminbi outside of mainland China, including to Macau. For example, a Chinese citizen traveling abroad is only allowed to take a total of RMB20,000 plus the equivalent of up to US$5,000 out of China. Since January 1, 2018, the Chinese Government has imposed an annual limit of RMB100,000 (approximately US$14,500) in the aggregate amount that can be withdrawn overseas by any person from Chinese bank accounts. In addition, the Chinese Government's ongoing anti-corruption campaign has led to tighter monetary transfer regulations, including real-time monitoring of certain financial channels, reducing the amount that China-issued ATM cardholders can withdraw in each withdrawal, imposing a limit on the annual aggregate amount that may be withdrawn and the launch of facial recognition and identity card checks with respect to certain ATM users, all of which could disrupt the amount of money visitors can bring from mainland China to Macau. Furthermore, a law with respect to the control of cross-border transportation of cash and other negotiable instruments came into effect on November 1, 2017. In accordance with such law, all individuals entering Macau with an amount in cash or negotiable instruments in an amount equal to or higher than MOP120,000 (approximately

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US$15,030), as determined by the Chief Executive of Macau, are required to declare such amount to the customs authorities. Such controls and restrictions may impede the flow of gaming customers to Macau, inhibit the growth of gaming in Macau and negatively impact the success of our business and our results of operations could be adversely affected.

In addition, the value of Renminbi against the U.S. dollar and other currencies may fluctuate and may be affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the Chinese Government. It is difficult to predict how market forces or PRC or U.S. government policy, including the ongoing trade disputes between the PRC and the U.S. governments, may further exacerbate the devaluation of Renminbi against the U.S. dollar and other currencies in the future. Given a significant number of our customers come from, and are expected to continue to come from, mainland China, any further devaluation of the Renminbi against the U.S. dollar and other currencies may affect the visitation and level of spending of gaming customers and could in turn have a material adverse effect on our revenues and financial condition.

Our revenues are mainly denominated in Hong Kong dollar. The Hong Kong dollar is pegged to the U.S. dollar and has remained relatively stable. Although currently permitted, we cannot assure you the Hong Kong dollar will continue to be pegged to the U.S. dollar, which may result in severe fluctuations in the exchange rate for this currency. Any such difficulties with respect to currency conversion or certainty in calculation of such conversion rates could have an impact on our operations and cash flows, and therefore our revenues and financial condition.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.

We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results.

Our failure to maintain the integrity of our customer, personal or company data, including as a result of breaches of our cybersecurity systems and measures, could degrade our ability to conduct our business operations, delay our ability to recognize revenue, compromise the integrity of our business and services, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties, regulatory fines and penalties, and require us to incur significant costs to maintain the security of our network and data.

We face global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data, and other forms of electronic security breaches.

Our business requires the collection and retention of large volumes of customer and personal data, including credit card numbers and other personally identifiable information in various information systems we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of customer and company data are important to us. Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities. If a sophisticated cyber event occurs, our systems may be unable to satisfy applicable regulations or employee and customer expectations.

Our third-party information system service providers and other third parties that share data with us pursuant to contractual agreements face risks relating to cybersecurity that may be similar to those that we face, and we do not directly control any of such parties' information security and cybersecurity operations. A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider or other third party that shares data with us pursuant to contractual agreement could have an adverse effect on our reputation, cause a

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material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreement and/or consumers whose data is or may be impacted. Such theft, loss or fraudulent use could also result in litigation by shareholders alleging our protections against cyber-attacks were insufficient, our response to an attack was faulty or insufficient care was taken in ensuring we were able to comply with cybersecurity, privacy or data protection regulations, protect data, identify risks and attacks, or respond to and recover from a cyber-attack, or by customers and other parties whose information was subject to such attacks. In addition, we may incur increased cybersecurity protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. There can be no assurance the insurance the Company has in place relating to cybersecurity risks will be sufficient in the event of a major cybersecurity event. Any of these events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to risks related to corporate social responsibility and reputation.

Many factors influence our reputation and the value of our brands, including the perception held by our customers, business partners, other key stakeholders and the communities in which we do business. Our business faces increasing scrutiny related to environmental, social and governance activities and risk of damage to our reputation and the value of our brands if we, MGM Resorts International, or any of our respective subsidiaries fail to act responsibly in a number of areas, such as environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities. Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.

Unfavorable changes in currency exchange rates may increase MGM Grand Paradise's obligations under the Subconcession Contract and cause fluctuations in the value of our investment in Macau as well as in the Company's liabilities under the U.S. dollar denominated Notes and the Existing Notes.

The vast majority of our revenues are expressed in Hong Kong dollars, and a portion of our revenues are denominated in patacas. The Macau pataca, which is not a freely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkages of the Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and the U.S. dollar, could change in response to changes in Chinese governmental policies and international economic and political developments.

We cannot assure you that the Hong Kong dollar and the Macau pataca will continue to be linked to the U.S. dollar. Any delinkage may result in severe fluctuations in the exchange rates for these currencies, which could have a negative impact on our ability to meet our obligations that are denominated in U.S. dollars, including the Notes and the Existing Notes. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the same level.

We are currently not required to pay corporate income taxes on our casino gaming operations in Macau. This tax exemption expires on June 26, 2022, which is coterminous with our Subconcession Contract, and the tax arrangement that we previously had with the Macau Government providing a fixed annual payment as a substitution for a 12% tax otherwise due from MGM Grand Paradise's shareholders on dividends distributed from our gaming operations expired on March 31, 2020.

We have had the benefit of a corporate tax exemption in Macau, which exempts us from paying the Macau complementary tax, which is calculated at progressive rates up to a maximum of 12% of the estimated assessable profit for the relevant year, on profits generated by the operation of gaming operations. This exemption does not apply to our non-gaming activities. On March 30, 2020, MGM Grand Paradise was granted an extension of its exemption from the Macau 12% complementary tax on gaming profits through June 26, 2022, concurrent with the

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end of the term of the Subconcession. The prior exemption was set to expire on March 31, 2020. Additionally, we entered into an arrangement with the Macau Government in February 2018, effective through March 31, 2020, that provides for an annual payment in lieu of the Macau complementary tax otherwise due from MGM Grand Paradise's shareholders on distributed dividends. In May 2019, we filed a request to extend the tax arrangement through June 26, 2022; however, there is no certainty that such arrangement will be extended on the same terms, or at all. If the arrangement is not extended, a Macau complementary tax of 12% would be due on distributions to MGM Grand Paradise's shareholders after March 31, 2020, which could have a material adverse effect on our financial condition, results of operations and cash flows, should such distributions be made.

Any of our future construction, development or expansion projects will be subject to significant development and construction risks, which could have a material adverse impact on related timetables, costs and our ability to complete the projects.

Any of our future construction, development or expansion projects will be subject to a number of risks, including:

• lack of sufficient, or delays in the availability of, financing;
• changes to plans and specifications, and delays in capital expenditures due to unexpected events, such as the ongoing COVID-19 pandemic;
• engineering problems, including defective plans and specifications;
• shortages of, and price increases in, energy, materials and skilled and unskilled labor, and inflation in key supply markets;
• delays in obtaining or inability to obtain necessary permits, licenses and approvals;
• changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects;
• labor disputes or work stoppages;
• availability of qualified contractors and subcontractors;
• disputes with and defaults by contractors and subcontractors;
• personal injuries to workers and other persons;
• environmental, health and safety issues, including site accidents and the spread of diseases/viruses, such as the ongoing COVID-19 pandemic;
• weather interferences or delays;
• fires, typhoons and other natural disasters;
• geological, construction, excavation, regulatory and equipment problems; and
• other unanticipated circumstances or cost increases.

The occurrence of any of these development and construction risks could increase the total costs, delay or prevent the construction, development, expansion or opening or otherwise affect the design and features of any future projects which we might undertake.

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We also make significant capital expenditures to maintain and upgrade our resorts, which may disrupt operations and displace revenue at the properties, including revenue lost while rooms, restaurants, casino areas and meeting spaces are under renovation and out of service.

Our insurance coverage may not be adequate to cover all potential losses that we could suffer, and our insurance costs could increase.

Although we have all-risk property insurance for our property covering damage caused by a casualty loss (such as fire, natural disasters or certain acts of terrorism), the policy has certain exclusions. In addition, our property insurance coverage is in an amount that may be less than the expected full replacement cost of rebuilding our property if there was a total loss. Our level of insurance coverage may be inadequate to cover all possible losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, terrorist attacks, loss of income due to cancellation of room reservations or conventions due to fear of pandemics or terrorism, or damage resulting from deterioration or corrosion, insects or animals and pollution, might not be covered under our insurance policies. Therefore, certain acts and events could expose us to substantial uninsured losses. In addition to the damage caused to our property by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties who were injured or harmed. While we carry general liability insurance and limited business interruption insurance, this insurance may not continue to be available on commercially reasonable terms and, in any event, may not be adequate to cover all losses.

In addition, although we currently have insurance coverage for occurrences of terrorist acts with respect to our property and for certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our all-risk property coverage. The lack of sufficient insurance coverage for these types of acts could expose us to substantial losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks or otherwise, which could have a significant negative impact on our operations. For example, we are in discussions with our policy providers in connection with insurance proceeds that we may be entitled to in connection with the COVID-19 pandemic and the related closures and other impacts. We may be unsuccessful in our attempts to claim such insurance, and therefore we may be required to bear the full weight of such closures without insurance proceeds.

We renew our insurance policies on an annual basis. There is no assurance that we will be able to renew our insurance policies on equivalent premium costs, terms, conditions and limits upon their expiration and certain events, such as typhoons and fires, may increase our premium costs. For example, our premiums have increased significantly in recent years due to the occurrence of severe typhoons. The cost of coverage may become so high that we may need to further reduce our policy limits or increase deductibles to the minimum levels permitted under our loan agreements, or agree to additional exclusions from our coverage. There is also limited available insurance in Macau and our Macau insurance companies may need to secure reinsurance in order to adequately insure our property and development projects.

The Revolving Credit Facility, the Second Revolving Credit Facility, the Subconcession Contract and other material agreements require us to maintain a certain minimum level of insurance, a portion of which we must procure from insurance companies based in Macau. Failure to satisfy these requirements could result in an event of default under the Revolving Credit Facility, the Second Revolving Credit Facility, the Subconcession Contract or other material agreements and have a material adverse effect on our business, financial condition, results of operations and cash flows.

We cannot assure you that our anti-money laundering and anti-corruption policies will be effective in preventing the occurrence of money laundering or other illegal activities at MGM Macau and MGM Cotai.

We have implemented anti-money laundering policies in compliance with all applicable laws and regulations in Macau. We also provide periodic training to our employees with respect to anti-money laundering matters. However, we cannot assure you that these policies will be effective to prevent our casino operations from being exploited for money laundering purposes. Any incidents of money laundering, accusations of money laundering or regulatory investigations into possible money laundering activities involving us, our employees, our gaming promoters or our patrons would have a material adverse impact on our reputation, relationship with our regulators, business, cash flows, financial condition, prospects and results of operations. Any serious incident of money

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laundering or regulatory investigation into money laundering activities may cause a revocation or suspension of the Subconcession.

As an affiliate of MGM Resorts International, we are also subject to the FCPA, which generally prohibits U.S. companies and their affiliates and intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. We have specifically agreed with MGM Resorts International that we will conduct our business in a manner that is in compliance with the FCPA. Any determination that we have violated the FCPA would have a material adverse effect on us.

From time to time, we may be involved in legal and other proceedings arising out of our operations.

We may be involved in disputes with various parties involved in the operation of our properties, including contractual disputes with suppliers or property damage or personal liability claims. Regardless of the outcome, these disputes may lead to legal or other proceedings and may result in substantial costs and the diversion of resources and management's attention. In addition, litigation is often necessary to enforce intellectual property rights, which can be expensive and difficult in Macau due to the early stage of the development of intellectual property laws. We may also have disagreements with regulatory bodies in the course of our operations, which may subject us to administrative proceedings and unfavorable decisions that result in penalties being imposed on us. In such cases, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

The Group has been named as a defendant in three legal proceedings filed in the Macau courts against two independent Macau gaming promoters by individuals who claim to have placed cash deposits with gaming promoters who had operations at MGM Macau, on the grounds of section 29 of the Administrative Regulation no. 6/2002, whereby gaming Concessionaires are jointly liable for the activities carried out in their casinos by gaming promoters. The Group has also been named as a defendant in legal proceedings filed in the Macau Court of First Instance by a contractor and by one of its sub-contractors, both claiming compensation for damages based on the alleged unlawful termination of two construction works contracts (contractor's claim) and on unpaid executed construction works (sub-contractor's claim). The Group intends to keep defending its position that it is not liable with respect to these claims. The Macau Court of First Instance declared, in the meantime, that the contractor, which is currently in bankruptcy proceedings, would have the proceedings continued by the company's receiver. On January 16, 2020, the Group obtained an interim injunction to freeze the contractor's assets and on June 2, 2020, the Group filed its claim for credits against the contractor's insolvency estate. No final court decision is expected in the near future.

In addition, the Group has been named as a defendant in a claim filed by certain plaintiffs in the Hong Kong Court of First Instance in connection with a dispute regarding allegedly misappropriated funds. The plaintiffs seek to recover a sum that they claim was misappropriated from them by other defendants in the case before being transferred to a controlled entity of the Group. Immediately before the Group was named as a defendant in this claim, the plaintiffs obtained an interim injunction to freeze certain funds in a Hong Kong bank account of such controlled entity of the Group in the amount of HK$36.3 million, equivalent to the sum claimed by the plaintiffs. The Group intends to vigorously defend the claim on the basis that it had no involvement in the alleged misappropriations. No assurance can be provided as to the outcome of such proceedings.

Extreme weather conditions may have an adverse impact on our Macau operations.

Macau's subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms. Unfavorable weather conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau. In the event of a major typhoon, such as Typhoon Hato in August 2017, Typhoon Mangkhut in September 2018 or Typhoon Higos in August 2020, or any other natural disaster that impacts Macau, our business may be severely disrupted and adversely affected and regulatory authorities may require our casinos to take certain actions such as a temporary cessation of operations. Any flooding, unscheduled cessation of operations, interruption in our technology or transportation services or interruption in the supply of public utilities is likely to result in an immediate, and potentially substantial, loss of revenues. The occurrence and timing of such events cannot be predicted or controlled by us and may have a material adverse effect on our business, financial condition, results of operations and cash flows.

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The transportation infrastructure in Macau may not be adequate to accommodate increased future demand of visitors to Macau.

Macau is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macau, and has taken strides in recent years to improve travel times and improve accessibility, including by way of a 55 km bridge connecting Hong Kong, Macau and Zhuhai, which opened in October 2018 and the Macau Light Rapid Transit system, which opened in December 2019. If continued and other planned expansions of transportation facilities to and from Macau are delayed or not completed, and Macau's transportation infrastructure is insufficient to meet the demands of the volume of visitors to Macau, the desirability of Macau as a leisure and business tourism destination, as well as the results of operations of our properties, could be negatively impacted.

We are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

We are subject to extensive environmental laws and requirements, such as those relating to discharges into the air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental laws and regulations, we may be required to investigate and clean up hazardous or toxic substances or chemical releases at our properties. We cannot assure you that we will at all times be in compliance with such laws and regulations.

We could also be held responsible by a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination at our properties. These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our properties.

If more stringent compliance, clean-up or liability standards are imposed, or the results of future testing and analyses at our facilities indicate that we are responsible for the release of hazardous substances, then we may be subject to additional remediation liability. More stringent standards may also lead to increased compliance costs. Any non-compliance with environmental standards established by applicable laws and regulations could have a material adverse effect on our business, prospects, financial condition and results of operations.

Uncertainties in the legal systems in the PRC may expose us to risks.

Gaming-related activities in the PRC, including marketing activities, are regulated by the Chinese Government and subject to various PRC laws and regulations. The PRC legal system continues to rapidly evolve and the interpretations of laws, regulations and rules are not always uniform. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, we may not be aware of all policies and rules imposed by the PRC authorities that may affect or relate to our business and operations. There is also no assurance that our interpretation of the laws and regulations that affect our activities and operations in the PRC is or will be consistent with the interpretation and application by the Chinese governmental authorities. These uncertainties may impede our ability to assess our legal rights or risks relating to our business and activities. Any changes in the laws and regulations, or in the interpretation or enforcement of laws and regulations, that affect gaming-related activities in the PRC could have a material and adverse effect on our business and prospects, financial condition and results of operations.

In addition, PRC administrative and court authorities have significant discretion in interpreting and

implementing statutory terms. Such discretion and authority of the PRC administrative and court authorities increases the uncertainties in the PRC legal system and makes it difficult to evaluate the likely outcome of any administrative and court proceedings in the PRC. Any litigation or proceeding in the PRC may be protracted and result in substantial costs and diversion of our resources and management attention. Any such litigation or proceeding could have a material adverse effect on our business, reputation, financial condition and results of operations.

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Risks Relating to the Notes

We will have a substantial amount of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operations.

We will have a substantial amount of debt in relation to our equity. As at December 31, 2020, after giving effect to the offering of the Notes and the use of proceeds therefrom, we would have had total long-term indebtedness of HK$22,251 million, or US$2,870 million, primarily consisting of the Notes, the Existing Notes and amounts outstanding under the Revolving Credit Facility. Further, as repayments made under the Revolving Credit Facility do not result in the cancelation of such commitments, we will be able to reborrow any amounts under the Revolving Credit Facility that we repay.

Our substantial indebtedness may make it more difficult for us to satisfy our obligations with respect to the Notes, increase our vulnerability to general adverse economic and industry conditions, impair our ability to obtain additional financing in the future for working capital needs, capital expenditure, acquisitions or general corporate purposes, require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations or expansion of our existing operations, limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, place us at a competitive disadvantage as compared to our competitors, to the extent that they are not as leveraged, subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt bears interest at variable rates, cause us to incur additional expenses by hedging interest rate exposures of our debt and exposure to hedging counterparties' failure to pay under such hedging arrangements, which would reduce the funds available for us for our operations; and in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial portion of our and our subsidiaries' assets, over which our lenders have taken or will take security. Any of these or other consequences or events could have a material adverse effect on our ability to satisfy our other debt obligations, including the Notes.

In addition, under the terms of the Indenture, the indentures governing the Existing Notes and the Revolving Credit Facility, we will be permitted to incur additional indebtedness, some of which may be senior secured indebtedness. If we incur additional indebtedness, the risks described above will be exacerbated.

Claims by our secured creditors will have priority with respect to their security over the claims of the holders of the Notes, to the extent of the value of the assets securing such indebtedness.

Claims by our secured creditors will have priority with respect to the assets securing their indebtedness over the claims of holders of the Notes. As such, the claims of the holders of the Notes will be effectively subordinated to any secured indebtedness and other secured obligations of the Company to the extent of the value of the assets securing such indebtedness or other obligations. In addition, although we have not been required to incur liens in connection with our Subconcession in the past, we can provide no assurance that we will not be required to do so in the future, including with respect to the equity interests of our subsidiaries. As at December 31, 2020, neither the Company nor any of its subsidiaries had any secured indebtedness outstanding. We may incur secured indebtedness or other secured obligations in the future, all of which will be effectively senior to the Notes to the extent of the value of the collateral securing such obligations.

The Notes will be structurally subordinated to the liabilities of our subsidiaries.

Our subsidiaries, including our subsidiary Subconcessionaire, MGM Grand Paradise, will not have any obligations to pay amounts due under the Notes or to make funds available for that purpose. In the event that any of our subsidiaries becomes insolvent, is liquidated, reorganized or dissolved or is otherwise wound up other than as a part of a solvent transaction:

• the creditors of the Company (including the holders of the Notes) will have no right to proceed against the assets of such subsidiary; and

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• creditors of such subsidiary, including trade creditors, and any preferred shareholders of such subsidiary will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Company, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

The liabilities of our subsidiaries do not currently include any long-term indebtedness, however pursuant to terms of the Indenture, the indentures that govern the Existing Notes and the Revolving Credit Facility as well as the Second Revolving Credit Facility, they are able to incur such indebtedness in the future, which indebtedness would be structurally senior to any claims of the holders of the Notes.

The limited covenants in the Indenture may not protect against developments that may impair our ability to repay the Notes or the trading price for the Notes.

The Indenture will not and does not:

• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the Notes if we experience significant adverse changes in our financial condition or results of operations;
• limit our ability to incur indebtedness that is senior or equal in right of payment to the Notes;
• limit our subsidiaries' ability to incur unsecured indebtedness, all of which would be structurally senior to the Notes; or
• restrict our ability to make investments or to repurchase, or pay dividends or make other payments in respect of, our ordinary shares or other securities ranking junior to the Notes.

An increase in the level of our indebtedness, or other events that could adversely affect our business, financial condition, results of operations or prospects, may cause rating agencies to downgrade any credit ratings on the Notes, which could adversely affect their trading price and liquidity, and downgrade our corporate rating generally, which could increase our cost of borrowing, limit our access to the capital markets and result in more restrictive covenants in future debt agreements.

Any downgrade in the Group's credit rating or credit ratings for our debt securities could limit our ability to access the capital markets, increase our borrowing costs and adversely affect the market price of our outstanding debt securities, or otherwise impair our business, financial condition and results of operations. We are subject to a ratings downgrade at any time, including between the pricing of the Notes and the issuance date of the Notes.

Credit rating agencies continually review our corporate ratings and ratings for our debt securities. Credit rating agencies also evaluate the industries in which we and our affiliates operate and may change their credit rating for us based on their overall view of such industries. On March 25, 2020, Fitch Ratings downgraded the corporate rating of the Group and MGM Resorts International to BB- from BB with a negative outlook, citing decreased financial flexibility. Further, on March 4, 2021, Standard & Poor's downgraded the issuer credit ratings of MGM Resorts International and the Company to B+ with a negative outlook from BB-. Although there have been no further downgrades, we are subject to a ratings downgrade at any time, and no assurance can be given that events occurring between now and the issuance of the Notes will not result in the rating agencies downgrading our credit rating. There can be no assurance that any rating assigned to our currently outstanding debt securities will remain in effect for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by a rating agency if, in that rating agency's judgment, circumstances so warrant.

Our ability to access the capital markets is in part driven by our ratings and a further downgrade of our credit ratings could, among other things:

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• limit our access to the capital markets or otherwise adversely affect the availability of other new financing on favorable terms, if at all;
• result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur;
• increase our cost of borrowing;
• adversely affect the market price of our outstanding debt securities; and
• impair our business, financial condition and results of operations.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to make scheduled payments due on our existing and anticipated debt obligations, including the Notes, and fund working capital needs, planned capital expenditures and development efforts will depend on our ability to generate sufficient operating cash flow from our properties. Our ability to obtain cash to service our existing and projected debts is subject to a range of economic, financial, competitive, regulatory, business and other factors, many of which are beyond our control, including:

• our future operating performance;
• the demand for services that we provide;
• general economic conditions and economic conditions affecting Macau or the gaming industry in particular;
• our ability to hire and retain employees and management at a reasonable cost;
• competition; and
• legislative and regulatory factors affecting our operations and business.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the Notes, on or before the maturity date, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to sell assets or restructure or refinance our indebtedness, including the Notes, will depend on the condition of the financing and capital markets, our financial condition and our ability to obtain requisite governmental approvals at such time. On May 26, 2020, we entered into an additional revolving credit facility of up to HK$3.9 billion (approximately US$503.0 million), which will not become fully available for draw down until all available amounts are outstanding under the Revolving Credit Facility. As described in this offering memorandum, we have entered into three amendments to our Revolving Credit Facility since the onset of the COVID-19 pandemic and two amendments to our Second Revolving Credit Facility since we first entered into such facility in order to preserve financial flexibility, but we can give no assurance that our lenders will be willing to continue to negotiate on terms that are reasonable or at all to the extent conditions further deteriorate.

Any refinancing of any of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. The terms of existing or future debt instruments, including the Indenture, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in downgrades of any credit ratings we or the Notes may have at such time, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our

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debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could materially adversely affect our business, prospects, financial condition and results of operations, as well as our ability to satisfy our obligations with respect to the Notes.

If we are unable to comply with the restrictions and covenants in our debt agreements, including the Indenture, there could be a default under the terms of these agreements or the Indenture, which could cause repayment of our debt to be accelerated.

If we are unable to comply with the restrictions and covenants in our current or future debt and other agreements, or the Indenture, there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to us, accelerate repayment of the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, some of our debt agreements, including the Indenture, the indentures governing the Existing Notes, the Revolving Credit Facility and the Second Revolving Credit Facility, contain or will contain cross- acceleration or cross-default provisions. As a result, our default under one debt agreement may cause the acceleration of repayment of debt or result in a default under our other debt agreements, including the Indenture, the indentures governing the Existing Notes, the Revolving Credit Facility and the Second Revolving Credit Facility. If any of these events occur, we cannot assure you that our assets and cash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to obtain alternative financing on reasonable terms or at all.

Our subsidiaries are subject to restrictions on the payment of dividends and the repayment of intercompany loans or advances to us and our subsidiaries.

As a holding company, we depend on the receipt of dividends and the interest or principal payments on intercompany loans or advances from our subsidiaries to satisfy our obligations, including our obligations under the Notes. The ability of our subsidiaries to pay dividends and make payments on intercompany loans or advances to their shareholders is subject to, among other things, distributable earnings, cash flow conditions, restrictions contained in the articles of association of our subsidiaries, applicable laws and restrictions contained in the debt instruments of such subsidiaries. Certain of our subsidiaries may incur debt in their own name in the future, and the instruments governing such debt may require the lenders' consent prior to the subsidiaries declaring dividends or otherwise restrict dividends or other distributions on their equity interests to us. These restrictions could reduce the amounts that we receive from our subsidiaries, which would restrict our ability to meet our payment obligations under the Notes.

As a result of the foregoing, we cannot assure you that we will have sufficient cash flow from dividends or payments on intercompany loans or advances from our subsidiaries to satisfy our obligations under the Notes.

We may not be able to repurchase the Notes upon the occurrence of certain events.

We must offer to purchase the Notes upon the occurrence of certain specified change of control triggering events or specified investor put option triggering events at a purchase price equal to 101% or 100% of the principal amount, respectively, plus accrued and unpaid interest. See "Description of Notes-Repurchaseat the Option of Holders." Furthermore, we may redeem the Notes if certain changes in tax law impose withholding taxes on amounts payable on the Notes, and, as a result, we are required to pay additional amounts with respect to such withholding taxes. See "Description of Notes-Redemptionfor Tax Reasons." The indentures governing our Existing Notes also contain similar redemption and repurchase provisions, and therefore we may also be required to redeem and repurchase outstanding Existing Notes in such circumstances.

The sources of funds for any such purchases would be our available cash or third-party financing. However, we may not have enough available funds at the time of the occurrence of any change of control triggering events or investor put option triggering events to make purchases of outstanding Notes and Existing Notes. Our failure to make a required offer to purchase or to purchase the outstanding Notes would constitute an event of default under the Notes. Such event of default may, in turn, constitute an event of default under other indebtedness, including the indentures governing the Existing Notes, the Revolving Credit Facility and the Second Revolving Credit Facility, any of which could cause the related debt to be accelerated after any applicable notice or grace periods. If our other debt were to be accelerated, we may not have sufficient funds to purchase the Notes and repay the debt.

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In addition, the definition of change of control for purposes of the Indenture will not necessarily afford protection for the holders of the Notes in the event of some highly leveraged transactions, including certain acquisitions, mergers, refinancing, restructurings or other recapitalizations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings. The definition of change of control for purposes of the Indenture will also include a phrase relating to the sale of "all or substantially all" of our assets. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to purchase the Notes and the ability of a holder of the Notes to require us to purchase its Notes pursuant to the offer as a result of a highly leveraged transaction or a sale of less than all of our assets may be uncertain.

We may, in our discretion, require holders and beneficial owners of the Notes to dispose of their Notes, or we may redeem the Notes, due to regulatory considerations.

We may redeem the Notes due to regulatory considerations, either as required by gaming authorities or in our discretion. The Indenture will grant us the power to redeem the Notes that you own or control if any gaming authority requires you, or a beneficial owner of the Notes, to be licensed, qualified or found suitable under any applicable gaming law and:

• you or such beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so (or such lesser period as required by the relevant gaming authority); or
• you or such beneficial owner is determined by a gaming authority to be unsuitable to own or control the Notes.

Under the foregoing circumstances, under the Indenture, we may redeem, and if required by the applicable gaming authority, we must redeem, your Notes to the extent required by the gaming authority or deemed necessary or advisable by us. The redemption price will be equal to:

• the price required by applicable law or by order of any gaming authority; or
• the lesser of (1) the principal amount of the Notes, as applicable, and (2) the price that you or the beneficial owner paid for the Notes, as applicable, in either case, together with accrued and unpaid interest on the Notes, as applicable.

See "Description of Notes-Gaming Redemption."

The insolvency laws of the Cayman Islands may differ from U.S. bankruptcy law.

The Company is incorporated under the laws of the Cayman Islands. Accordingly, insolvency proceedings with respect to the Company would likely involve Cayman Islands insolvency law, and the procedural and substantive provisions of which may differ from the insolvency law of the United States or other jurisdictions with which the holders of the Notes are familiar.

An active trading market for the Notes may not develop.

The Notes are new issues of securities for which there is currently no trading market. Although we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange, we cannot assure you that we will obtain or be able to maintain a listing on the Hong Kong Stock Exchange, or that, if listed, a liquid trading market will develop. We have been advised that the Initial Purchasers intend to make a market in the Notes, but they are not obligated to do so and may discontinue such market making activity at any time without notice. We cannot predict whether an active trading market for the Notes will develop or be sustained. If an active trading market for the Notes of any series does not develop or is not sustained, the market price and liquidity of such Notes may be adversely affected.

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The liquidity and prices of the Notes may be volatile.

Even if an active trading market for the Notes develops, the prices and trading volumes of the Notes may be highly volatile. Factors such as variations in our revenues, earnings and cash flows and proposals of new investments, strategic alliances or acquisitions, interest rates, the general state of the securities market (including the market for debt issued by other companies and debt issued by governments), market conditions in our industry and fluctuations in prices for comparable companies could result in large and sudden changes in the volume and price at which the Notes will trade.

The transfer of Notes is restricted, which may adversely affect their liquidity and the price at which they may be sold.

The Notes have not been and will not be registered under, and we are not obligated to and have no intention to register the Notes under, the Securities Act or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and any other applicable laws. See "Transfer Restrictions."

We may elect to redeem the Notes prior to their maturity.

Pursuant to terms of the Notes, we may elect to redeem such Notes prior to their maturity in whole or in part at the price specified in the section entitled "Description of Notes-OptionalRedemption." The date on which we elect to redeem such Notes may not accord with the preference of particular noteholders. In addition, a noteholder may not be able to reinvest the redemption proceeds in comparable securities at the same rate of return of such Notes.

We will follow the applicable corporate disclosure standards for debt securities which are issued to Professional Investors only and listed on the Hong Kong Stock Exchange, and such standards may be different from those applicable to debt securities listed in certain other countries.

We will be subject to reporting obligations in respect of the Notes to be listed on the Hong Kong Stock Exchange. The disclosure standards imposed by the Hong Kong Stock Exchange may be different than those imposed by securities exchanges in other countries or regions such as the United States. As a result, the level of information that is available may not correspond to what investors in the Notes are accustomed to. See "Description of Notes-Certain Covenants-Reports."

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USE OF PROCEEDS

We estimate that the net proceeds from the offering of the Notes will be approximately HK$5,743 million, or US$741 million, after deducting the original issue discounts of the Initial Purchasers and other estimated offering expenses payable by us. Subject to compliance with applicable laws and regulations, we intend to use the net proceeds from this offering to repay a portion of the amounts outstanding under our Revolving Credit Facility and for general corporate purposes. Affiliates of certain of the Initial Purchasers are lenders under our Revolving Credit Facility and, accordingly, may receive a portion of the net proceeds of this offering through any repayment of borrowings under our Revolving Credit Facility. See "Plan of Distribution-Conflictsof Interest." The Company will be permitted to reborrow such amounts under the Revolving Credit Facility.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as at December 31, 2020 (i) on an actual basis and (ii) as adjusted to give effect to the net proceeds from the issuance of the Notes, after deducting the original issue discounts of the Initial Purchasers and other estimated offering expenses payable by us, and the application of the proceeds as described under "Use of Proceeds." The following table should be read in conjunction with the summary financial information and audited consolidated financial statements and related notes included elsewhere in this offering memorandum.

1. The amount outstanding under the Revolving Credit Facility as at December 31, 2020 (actual) was translated using the exchange rate of HK$7.7547 to US$1.00. The amount outstanding under the Revolving Credit Facility as at December 31, 2020 (as adjusted) was translated using the exchange rate of HK$7.7617 to US$1.00. As of December 31, 2020, we had available capacity of HK$6.90 billion (approximately US$890 million) under the Revolving Credit Facility and the Second Revolving Credit Facility. As of February 26, 2021, we had drawn down bank borrowings of HK$6.87 billion (approximately US$886 million) under our Revolving Credit Facility. There have been no drawdowns under the Second Revolving Credit Facility. As of February 26, 2021, we had available capacity of HK$6.00 billion (approximately US$774 million) under our Revolving Credit Facility and our Second Revolving Credit Facility.
2. The amount outstanding under the Existing Notes as at December 31, 2020 was translated using the exchange rate of HK$7.7529 to US$1.00.

Except as otherwise disclosed above, there has been no material change in our capitalization since December 31, 2020.

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EXCHANGE RATE INFORMATION

Overview

The Hong Kong dollar is freely convertible into the U.S. dollar. Since 1983, the Hong Kong dollar has been linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. Under existing Hong Kong law, (i) there are no foreign exchange controls or other laws, decrees or regulations that affect the remittance of dividend payments to United States residents and (ii) there are no limitations on the rights of non-residents or foreign owners to hold our shares. The Basic Law of the Hong Kong Special Administrative Region of the People's Republic of China (the "Basic Law"), which came into effect on July 1, 1997, provides that no foreign exchange control policies shall be applied in Hong Kong.

The market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be determined by the forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate system which applies to the issuance and withdrawal of Hong Kong currency in circulation, the market exchange rate has not deviated significantly from the level of HK$7.80 to US$1.00 since the early 1980s. In May 2005, the Hong Kong Monetary Authority set a trading range of HK$7.75 to HK$7.85 per U.S. dollar, and the Hong Kong government has indicated its intention to maintain the link within that rate range. Under the Basic Law, the Hong Kong dollar will continue to circulate and remain freely convertible. The Hong Kong government has also stated that it has no intention of imposing exchange controls in Hong Kong and that the Hong Kong dollar will remain freely convertible into other currencies, including the U.S. dollar. However, no assurance can be given that the Hong Kong government will maintain the link at HK$7.80 to US$1.00 or at all.

The following table sets forth the noon buying rate for U.S. dollars in New York City for cable transfers in Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated:

1. Annual and interim period averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

Macau

The Macau pataca is pegged to the Hong Kong dollar at a rate of HK$1.00 = MOP1.03.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in connection with "Summary Financial Information" and our audited consolidated financial statements, including the notes thereto, included elsewhere in this offering memorandum. Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. See "Forward-Looking Statements" regarding these statements.

Overview

We are a leading developer, owner and operator of gaming and lodging resorts in Macau. We own and operate MGM Macau, which is a Forbes Five-Star luxury integrated resort inspired by the arts with every element of the resort infused with creativity and style. We also own and operate the latest addition to our portfolio, MGM Cotai, which was designed as the "Jewelry Box" of Cotai, and offers a gaming area, 1,390 hotel rooms and suites, meeting space, retail, food and beverage and other non-gaming offerings, as well as The Mansion for the ultimate luxury experience.

Business Overview

We are a leading developer, owner and operator of two integrated casino, hotel and entertainment resorts in Macau, MGM Macau and MGM Cotai, where we offer high-quality gaming, hospitality and entertainment experiences to attract and retain our customers. MGM Grand Paradise, our subsidiary, holds one of the six gaming concessions/subconcessions permitted by the Macau Government to operate casinos or gaming areas in Macau.

The Company's Shares have been listed on the Hong Kong Stock Exchange since June 3, 2011. The Company's immediate holding company is MRIH, a company incorporated in the Isle of Man. The Company's ultimate holding company is MGM Resorts International, a company incorporated in Delaware, the United States of America, which is listed on the NYSE. MGM Resorts International is our controlling Shareholder (with an interest in 55.95% of our issued share capital as of December 31, 2020) and Ms. Pansy Ho and her controlled companies are our substantial Shareholders (with an interest in 22.49% of our issued share capital as of December 31, 2020). We benefit from the complementary expertise of MGM Resorts International and Ms. Pansy Ho.

On March 15, 2019, a Subconcession Extension Contract was approved and authorized by the Macau

Government and executed between SJM, as Concessionaire, and MGM Grand Paradise, as Subconcessionaire, pursuant to which the Subconcession of MGM Grand Paradise, which was due to expire on March 31, 2020, was extended to June 26, 2022 which now aligns with the expiry date of other gaming Concessionaires and Subconcessionaires in Macau. The Macau Government is working on the gaming concessions retender process and announced that the public consultation on the gaming law will be completed in the second half of 2021, the amendment of which will precede the launching of the public tender. The Company awaits the issuance of guidance by the Macau Government with respect to the gaming concessions retender or extension process.

On March 23, 2020, an addendum to the Subconcession Contract was executed to clarify that the transfer of the casino premises and gaming-related equipment to the Macau Government only applies upon expiration of the Subconcession Contract on June 26, 2022.

Recent Developments

On January 6, 2021, the board of directors of MGM Resorts International received an open letter issued by Snow Lake Capital, an institutional investor and a holder of approximately 7.5% of the issued and outstanding shares of the Company as of the date of the letter, making recommendations on the shareholding structure and future development of the Company. In response to the open letter, on January 8, 2021, our Board announced that the Company has no plans of restructuring and that it will continue to communicate with the Company's shareholders to operate the Company in the best interests of its shareholders and stakeholders, enhancing shareholder value and performance of the Company.

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On February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive compliance with the covenants with respect to the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility through the fourth quarter of 2022.

For an update on the impact of COVID-19 on the Company since December 31, 2020, please see "-Impactof COVID-19-Effectof COVID-19on Our Financial Results and Liquidity".

Impact of COVID-19

The continued spread of COVID-19 and the developments surrounding the global pandemic have had, and we expect that they will likely continue to have, a significant impact on our business, results of operations and financial condition. The COVID-19 pandemic is an unprecedented global public health crisis and we place high importance on the health and safety of our employees, guests and all Macau citizens as we continue to fight this pandemic.

In early 2020, the outbreak of COVID-19 around the world led to certain actions taken by the Chinese Government, the Macau Government and the governments of other countries to attempt to mitigate the spread of the virus. Among the actions taken were the implementation of travel restrictions, such as the temporary suspension of China's individual visa scheme that permits mainland Chinese residents to travel to Macau, the temporary suspension of all ferry services from Hong Kong to Macau, and the closure of casino operations in Macau for a 15- day period that commenced on February 5, 2020. As a result, all operations at MGM Macau and MGM Cotai were suspended, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests. Although operations at MGM Macau and MGM Cotai resumed on February 20, 2020, certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, temperature checks, mask protection, and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system, were put in place to reduce the risk of transmission. While guests entering our casinos are no longer required to present negative COVID-19 test results effective from March 3, 2021, many social distancing and health measures remain in place as of the date of this offering memorandum. In addition, a number of restaurants and bars are currently open with shorter operating hours due to reduced demand caused by travel restrictions.

Following discussions between the Macau and Guangdong authorities on the need for maintenance of the disease-control effort while also advancing work to boost socioeconomic development, it was announced that, effective from July 15, 2020, those entering mainland China from Macau across its land boundaries with Guangdong are exempted from the medical observation period, provided they obtain a negative nucleic acid test result, issued within seven days of their intended departure from Macau and have a valid 'green' code result for the Macau Health Code system and the Guangdong health-declaration system, respectively. DICJ also announced that, effective from July 15, 2020, all guests entering casinos are required to provide a negative nucleic acid test result with a valid 'green' Macau Health Code. Since July 2020, China has gradually relaxed domestic travel restrictions. Effective from August 12, 2020, those entering mainland China from Macau are exempted from the medical observation period, and tourist visas issuance (including the individual visa scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau were resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively. On February 23, 2021, Macau classified all mainland China cities as low-riskCOVID-19 transmission areas, removing the requirement for inbound travelers to quarantine for 14 days upon their arrival in Macau.

As at the date of this offering memorandum, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services from Hong Kong to Macau, the nucleic acid test result certificate and mandatory quarantine requirements for visitors from Hong Kong and Taiwan, and bans on entry or enhanced quarantine requirements on other visitors). These restrictions significantly impacted visitation to MGM Macau and MGM Cotai, which had a significant adverse impact on the Group's results for the year ended December 31, 2020 and will likely continue to impact the Group's results given the uncertainty of the length of time of the pandemic. According to the DSEC, total visitor arrivals decreased by 85.0% and the total visitation from mainland China to Macau decreased by 83.0%, for the year ended December 31, 2020 compared to 2019. According to the DICJ, the Macau gross gaming revenue decreased by 79.3% to HK$58.7 billion for the year ended December 31, 2020 compared to the year ended December 31, 2019. Visitation to Macau and volume across

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all operations at MGM Macau and MGM Cotai have steadily improved since the October 2020 Golden Week, which benefited from the resumption of tourist visas issuance and the efforts to control the COVID-19 pandemic by mainland China and Macau Governments. According to the DICJ, the gross gaming revenue of the Macau gaming market bounced back from HK$4.7 billion in the third quarter of 2020 to HK$21.2 billion in the fourth quarter of 2020, driven by the higher visitation, in particular in the mass market gaming segment. The January 2021 monthly gross gaming revenue of the Macau gaming market was increased by 2.6% to HK$7.8 billion compared with December 2020. We expect that the rate of business recovery will continue to be gradual, driven by the premium mass market which both MGM Macau and MGM Cotai are well positioned to capture.

Effect of COVID-19 on Our Financial Results and Liquidity

The operational disruptions caused by the pandemic and the various travel and social-distancing restrictions imposed by local and international governmental authorities had a material adverse impact on our business operations and financial position and performance during the year ended December 31, 2020. Our operating revenue for the year ended December 31, 2020, totaled HK$5.1 billion (approximately US$657 million) compared to HK$22.8 billion for the year ended December 31, 2019, representing a decrease of 77.6%. We recorded an operating loss of HK$4.1 billion (approximately US$533 million) and a net loss of HK$5.2 billion (approximately US$671 million) for the year ended December 31, 2020, as compared to an operating profit of HK$3.0 billion and a net profit of HK$1.9 billion for the year ended December 31, 2019. Adjusted EBITDA loss totaled HK$1.4 billion (approximately US$177 million) for the year ended December 31, 2020, as compared to Adjusted EBITDA of HK$6.2 billion for the year ended December 31, 2019.

As of December 31, 2020, the Group had total liquidity of HK$9.5 billion (approximately US$1.2 billion), consisting of HK$2.6 billion (approximately US$340 million) of cash and cash equivalents and HK$6.9 billion (approximately US$890 million) of available borrowing capacity under the Revolving Credit Facility and the Second Revolving Credit Facility. The Company believes it has sufficient liquidity to support its operations, implement the planned new development activities, including the development of the MGM Cotai South Tower suites and enhancement of our properties, including our gaming floors, and respond to the challenges of the pandemic.

Further, to address the adverse impact of the COVID-19 pandemic on the Group's financial position, while

trying to preserve local jobs in response to requests of the Macau Government, the Company undertook a number of initiatives in 2020:

• the Company entered into an amendment to the Revolving Credit Facility on February 21, 2020, to revise the permitted leverage ratio and permitted interest coverage ratio. On April 9, 2020, the Company entered into a second amendment to the financial covenants under the Revolving Credit Facility, to further revise the permitted leverage ratio and permitted interest coverage ratio;
• on May 26, 2020, the Company entered into the Second Revolving Credit Facility, in an aggregate amount of HK$2.34 billion (approximately US$301.8 million), with a final maturity date of May 15, 2024, with an option to increase the amount of the facility up to HK$3.9 billion (approximately US$503.0 million) subject to certain conditions;
• on June 18, 2020, the Company issued 5.25% senior notes with an aggregate principal amount of
  US$500 million and a final maturity date of June 18, 2025. The net proceeds from the issuance were used to repay a portion of amounts outstanding under the Revolving Credit Facility (the total available unsecured credit facilities limit was HK$8.34 billion after the repayment) and for general corporate purposes;
• on June 29, 2020, the Company increased the available undrawn amount under the Second Revolving Credit Facility by HK$780 million to HK$3.12 billion;
• on October 14, 2020, the Company entered into an amendment to the Second Revolving Credit Facility, to waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021. On October 15, 2020, the Company entered into a third amendment to the Revolving Credit Facility, to

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further waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021;

• a number of measures were implemented to reduce payroll expenses, including limiting staff onsite, implementing a hiring freeze and organizational change and introducing voluntary unpaid leave during the year;
• certain capital expenditures that were planned to begin during the year have been deferred;
• negotiations with its vendors in respect of existing contracts in order to reduce or defer costs; and
• on February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility, respectively, through the fourth quarter of 2022.

Following the full resumption of China's individual visa scheme on September 23, 2020, the Company experienced an increase in visitation at our casinos and increased operating revenue in the fourth quarter of 2020. For the three months ended December 31, 2020, we recorded operating revenue of HK$2,362.4 million, with MGM Macau and MGM Cotai contributing HK$1,261.4 million and HK$1,101.0 million, respectively, to our operating revenue for the period. This is in comparison to our operating revenue of HK$5,691.8 million in the fourth quarter of 2019, with MGM Macau and MGM Cotai contributing HK$2,982.9 million and HK$2,708.9 million, respectively, to our operating revenue for the period. The main floor gross table games win for MGM Macau and MGM Cotai for the three months ended December 31, 2020 was HK$890.0 million and HK$996.1 million, respectively, as compared to HK$2,057.6 million and HK$1,886.7 million, respectively, for the three months ended December 31, 2019.

Further, for the three months ended December 31, 2020, MGM Macau and MGM Cotai recorded Adjusted EBITDA of HK$247.1 million and HK$120.1 million, respectively, compared to HK$917.8 million and HK$640.0 million for the three months ended December 31, 2019. For more information regarding the Group's Adjusted EBITDA for the three months ended December 31, 2020 and 2019, see "Selected Consolidated Financial and Other Data-OtherFinancial and Operational Data (unaudited)-AdjustedEBITDA for the three month periods ended December 31, 2020 and 2019".

If our casinos and hotels are not permitted to fully resume normal operations, travel restrictions and other global restrictions on inbound travel from other countries and areas including Hong Kong and Taiwan are not lifted or relaxed or the global response to contain the COVID-19 pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted. The duration and intensity of the global health emergency and related disruptions arising as a result of the pandemic are uncertain. Given the dynamic nature of the situation, the anticipated impact on our results of operations, cash flows and financial condition in 2021 and beyond are currently unknown. See "Risk Factors-RisksRelating to our Business and Operations-The COVID-19pandemic has had, and is expected to continue to have, a material adverse effect on our business, financial results and liquidity."

MGM Macau

MGM Macau opened in December 2007. The casino floor offers approximately 28,551 square meters, with 638 slot machines, 279 gaming tables, and multiple VIP and private gaming areas as at December 31, 2020. The hotel comprises a 35-story tower with 582 hotel rooms, suites and villas, and we have a service agreement with the Mandarin Oriental Hotel, through which they supplement our room offerings with additional room availability when there is excess demand by our customers. In addition, the resort offers luxurious amenities, including eight diverse restaurants, retail outlets, world-class pool and spa facilities, and approximately 1,600 square meters of convertible convention space. The resort's focal point is the signature Grande Praça and features Portuguese-inspired architecture, dramatic landscapes and a glass ceiling rising 25 meters above the floor of the resort. MGM Macau is

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directly connected to the One Central complex, which features many of the world's leading luxury retailers and includes Mandarin Oriental Hotel and serviced apartments.

MGM Cotai

MGM Cotai opened on February 13, 2018. The resort is conveniently located with multiple access points from other Cotai hotels and public amenities. The casino floor offers approximately 27,696 square meters, with 655 slot machines and 273 gaming tables as at December 31, 2020. The hotel comprises two towers with 1,390 hotel rooms, suites and skylofts, 12 diverse restaurants and bars, retail outlets, approximately 2,870 square meters of meeting space and other non-gaming offerings. The scale of MGM Cotai allows us to capitalize on our international expertise in providing exciting and diversified entertainment offerings. The Spectacle, situated at the heart of MGM Cotai, is enriched with experiential technology elements to entertain our guests. MGM Cotai offers Asia's first dynamic theater introducing advanced and innovative entertainment to Macau. The Mansion, an ultra-exclusive resort within a resort, which is available only to our most selective guests, was launched in late March 2019. Mansion One, the private ultra-luxury gaming area for invitation-only premium mass customers, attached to The Mansion was introduced in December 2018. The new gaming area allowed us to expand our gaming operations and enhance our competitiveness.

The Company reached a settlement agreement with the principal contractors in connection with the construction costs of MGM Cotai in December 2019. Under the settlement agreement, the parties agreed that the final contract sums in respect of the builders' work executed under the main construction contract and the work under the mechanical, electric and plumbing (MEP) nominated sub-contracts was MOP10,270.5 million (approximately HK$9,971.4 million). The Company agreed to pay to the principal contractors MOP612.5 million (approximately HK$594.7 million), being the settlement amount of MOP10,270.5 million (approximately HK$9,971.4 million) less the total amount previously certified and paid by the Company to the principal contractors of MOP9,658.0 million (approximately HK$9,376.7 million). The required amounts had been fully settled as at December 31, 2020. In addition, the Company had closed out substantially all of its construction liabilities related to the nominated subcontracts of the MGM Cotai development.

Factors Affecting Our Results of Operations and Financial Position

Our results of operations and the year-to-year comparability of our financial condition are affected by a number of factors, including:

Macau Gaming Market and Tourism

Macau continues to be the largest casino gaming market in the world. Additional capacity has been added in recent years with several new large-scale integrated resorts being opened in Cotai. Additionally, infrastructure investment and growth in room supply have supported increased visitation, including overnight visitors to Macau.

Customers travelling to Macau are typically from nearby regions in Asia including mainland China, Hong Kong, Taiwan, South Korea and Japan. According to the DSEC, approximately 80.6% and approximately 70.9% of visitors to Macau in 2020 and 2019, respectively, were from mainland China.

Aside from the COVID-19 pandemic as described in the section headed "Business-Impactof COVID-19", a number of factors have adversely impacted the Macau gaming market commencing from the second half of 2014 as a result of the effect of mainland China and Macau Government policies. Major factors impacting the Macau gaming market include economic disruption or uncertainty in mainland China; global trade tensions; restriction on exit visas from mainland China for travel to Macau and Hong Kong; anti-smoking legislation; anti-corruption campaigns; currency transfer restrictions; border currency declaration system and monetary outflow policies. These policies may affect the number of visitors and amount of capital outflow from mainland China to Macau. Outbreaks of highly infectious diseases, including the COVID-19 pandemic, and extreme weather conditions such as typhoons also affect the number of visitors to Macau.

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According to Macau Government statistics, monthly gross gaming revenue of the Macau gaming market experienced inconsistent months of growth and decline, resulting in a year-over-year decline of 3.4% to HK$283.9 billion for the year ended December 31, 2019 as compared to the year ended December 31, 2018. Due to the COVID-19 related closures and other related restrictions on travel and capacity at the facilities in the Macau gaming market, according to the DICJ, the gross gaming revenue of the Macau gaming market decreased by 79.3% to HK$58.7 billion for the year ended December 31, 2020 as compared to the year ended December 31, 2019. According to the DSEC, total visitor arrivals in Macau decreased by 85.0% and the total visitation from mainland China to Macau decreased by 83.0% for the year ended December 31, 2020, respectively, as compared to the year ended December 31, 2019. Visitation to Macau has steadily improved since the October 2020 Golden Week which benefited from the resumption of tourist visas issuance and the efforts to control the COVID-19 pandemic by the mainland China and Macau governments. According to the DICJ, the gross gaming revenue of the Macau gaming market bounced back from HK$4.7 billion in the third quarter of 2020 to HK$21.2 billion in the fourth quarter of 2020, driven by the higher visitation, in particular in the mass market gaming segment. The January 2021 monthly gross gaming revenue of the Macau gaming market was increased by 2.6% to HK$7.8 billion as compared to December 2020. We expect that the rate of business recovery in 2021 will be gradual, driven by the premium mass market which both MGM Macau and MGM Cotai are well positioned to capture.

Despite the impact of the COVID-19 pandemic, we remain optimistic about the long-term growth of the Macau market due to:

• the financial investments made by gaming Concessionaires and Subconcessionaires, including MGM Grand Paradise, in the opening of new properties providing superior and diversified products to enhance the position of Macau as a world class tourism center;
• the infrastructure improvements in Macau and the Greater Bay area, such as the opening of the Hong Kong-Zhuhai-Macau bridge in October 2018; the expansion of the Macau Airport; the opening of new Hengqin border 24-hour checkpoint in August 2020; the opening of Macau Light Rapid Transit System in December 2019; the ongoing expansion of the China High Speed Rail routes to Zhuhai border gate from key cities in mainland China. All are expected to facilitate more convenient travel to Macau;
• the development of Hengqin into a tourism island, together with Macau designated as a key tourism hub by the Chinese Government;
• the continuous growth of mainland China outbound tourism, particularly in light of the growing middle class; and
• the strong efforts to control the COVID-19 pandemic by the mainland China and Macau Governments.

Competition

Currently, there are six gaming operators in Macau, each of which has completed or has expansion plans underway. As at December 31, 2020, there were 41 casinos in Macau. Several development projects in the Cotai area were completed prior to MGM Cotai's opening on February 13, 2018. In addition, there are several development projects anticipated in the coming years. There is a continuing market share migration from the Macau Peninsula to Cotai. Our overall gaming market share increased to 9.5% for the year ended December 31, 2019 before the COVID-19 pandemic due in part to the opening and continued ramp-up of MGM Cotai. Visitation to Macau and volume across all operations at MGM Macau and MGM Cotai have steadily improved since the October 2020 Golden Week as described above. As a result, our overall gaming market share increased to 12.6% for the fourth quarter ended December 31, 2020, driven by the premium mass market which both MGM Macau and MGM Cotai are well positioned to capture.

Our competition is not geographically limited to the Macau market. We compete with similar businesses in other parts of the world including, but not limited to, integrated resorts in Cambodia, Vietnam, South Korea, Singapore, the Philippines, Australia and Las Vegas.

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Gaming Patrons

Our results of operations are substantially dependent upon casino revenue from high value individuals in the VIP gaming, main floor gaming and slot machines gaming operations. Our gaming patrons include main floor players, gaming promoters who help source our VIP players and our in-house VIP players.

Main Floor Table Gaming Operations

Main floor table gaming operations in the Macau market are also referred to as the "mass market gaming operation". Main floor players, including the premium mass market players we aim to attract, come to our properties for a variety of reasons, including our dual locations in the Macau market, direct marketing efforts, brand recognition, the quality and comfort of our mass market gaming floors, and our non-gaming offerings. Unlike VIP players, main floor players, including premium and mass market players, do not receive commissions from the Group and, accordingly, the profit margin from the main floor business is higher than the VIP operation. The main floor business is the most profitable part of our operations as well as for the Macau gaming market as a whole. These players also account for a significant portion of our total gross profit. We believe this operation represents the most potential for sustainable growth in the future.

We have made continuous efforts to improve the gaming experience of our premium and mass market players by renovating the dedicated exclusive gaming space for their use. We continued to reallocate tables from VIP gaming to our main floor gaming areas to maximize our yield. We leveraged our Golden Lion Club as a vehicle to attract and retain those high value main floor players through exclusive customer service and promotions.

VIP Gaming Operation

Gaming Promoters

A significant amount of our VIP casino play is referred to us by gaming promoters, with whom we have established business relationships and who have historically played an important role in the Macau gaming market. Gaming promoters introduce high-end VIP players to us and normally assist those customers with their travel and entertainment arrangements. From time to time and on a case-by-case basis, we grant credit, which is non-interest bearing, to certain gaming promoters at the beginning of each month to facilitate their working capital requirements.

The quality of gaming promoters with whom we engage in business is important to our reputation and ability to operate in compliance with our Subconcession Contract and Macau gaming laws. We continue to review our business relationship with each of our gaming promoters and identify potential new gaming promoters having particular regard to their financial performance and management capability. We have established procedures to screen prospective gaming promoters prior to their engagement and conduct periodic checks that are designed to ensure that the gaming promoters with whom we associate meet suitability standards.

In exchange for their services, we compensate the gaming promoters by paying them a commission based upon a percentage of the gross table games win or a percentage of the table games turnover they generate. The commission is settled on a monthly basis normally no later than the second business day of the succeeding month and prior to the re-issuance of credit. They also earn a complimentary allowance based upon a percentage of the table games turnover they generate, which can be applied to hotel rooms, food, beverage and other discretionary customer-related expenses.

In-house VIP Players

In addition to VIP players introduced to us by gaming promoters, we also have in-house VIP players sourced directly through our own marketing channels. These in-house VIP players typically receive a commission and an allowance for hotel rooms, food and beverage based upon a percentage of their rolling chip turnover.

We selectively grant credit to certain in-house VIP players whose level of play and financial resources meet our approval criteria. We conduct a number of credit checking procedures including the receipt of various signed

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documents from each credit recipient. If permitted by applicable laws, these documents may aid in legally enforcing collections in countries where the gaming promoters and VIP players reside.

In order to minimize the credit risk with gaming promoters and in-house VIP players, the Group has a designated management team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover all receivables. The Group currently has a legally enforceable right to set off the receivables against the deposits, commissions and incentives liabilities that are to be settled simultaneously. We generally do not charge interest for credit granted but require a personal cheque or other acceptable form of security. We have been successful in collecting some receivables previously considered to be at risk of recoverability. The Group regularly reviews the recoverable amount of each individual debt to ensure that adequate loss allowances are made for irrecoverable amounts.

GGR Mix

With our focus on premium mass gaming, the Company is strategically positioned to leverage the gaming market's recovery and growth potential. Our proportion of GGR from the mass and VIP market was 72% and 28%, respectively, for the year ended December 31, 2020 compared to 64% and 36%, respectively, for the year ended December 31, 2019 and compared to 58% and 42%, respectively, for the year ended December 31, 2018. However, as described under "-Discussion of Results of Operations", our revenues were reduced substantially in 2020, therefore our proportion of GGR from the mass and VIP markets for the year ended December 31, 2020 is not comparable to our proportion of GGR from the mass and VIP markets for the years ended December 31, 2019 and 2018.

Non-gaming Attractions and Branding Activities

We recognize the importance of brand awareness in growing our business. We have enhanced our marketing activities to take advantage of our internationally recognized brand. Brand-building initiatives are driven through promotions, events, strategic alliances and public relations activities. We continue to improve our customer experience by enhancing our hotel rooms, food, beverage, retail and entertainment offerings, and by expanding and refurbishing our non-gaming areas.

MGM Macau was designed to blend both East and Western design cues and pay homage to Macau's multi- faceted history. Our property features colorful hand-blown glass adornments by Dale Chihuly, including the massive "Fiori di Paradiso" chandelier, which is located at the hotel lobby. Artworks including lion sculptures and paintings by local and international artists are located elsewhere on the grounds. MGM Macau's centerpiece, the 1,088 square meter Grande Praça features a 25-meter high glass skydome and European-inspired facades, including the main facade which is fashioned after the Estação Rossio, Lisbon's central rail station. The Grande Praça is visible from a number of restaurants as well as areas of the upper gaming floor and is host to a variety of special exhibitions, shows, displays and various special occasions and events. The Grande Praça, with its aquarium tower in the center and seasonal decorations, has become a tourist attraction in Macau.

With the opening of MGM Cotai on February 13, 2018, we continue to deliver exciting and memorable events at our properties for the benefit of our customers in support of the Macau Government's vision for diversification. MGM Cotai was designed as the "Jewelry Box" of Cotai. The building is designed to redefine the way people experience art and entertainment through innovative technology. Such elements include our innovative Spectacle, which is the world's largest area of permanent indoor LED screens showcasing an exclusive array of digital art collected from around the globe and our MGM Theater, which is Asia's first dynamic theater featuring multidimensional sensory experience enriched with experiential technology elements which we believe can break the boundaries between imagination and reality to delight and captivate our guests. Through the integration and application of innovation and technology, in 2020, we featured the livestream show of Dong Mingzhu and the "27th Huading Awards - China's Top 100 Film Satisfaction Survey Release Ceremony" at our MGM Theater. MGM China also partnered with Macao Orchestra to perform the Beethoven: Symphony No. 6 in F Major, Op.68, "Pastorale", under our Spectacle. In addition, the MGM Cotai Art Collection features over 300 captivating and thought-provoking artworks. Headlining the MGM Cotai Art Collection are 28 Chinese imperial carpets dating from Qing Dynasty that once adorned the Forbidden City in Beijing.

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In 2019, new art exhibitions were brought into MGM Cotai including "Hua Yuan Exhibition" and "Rooster, Tiger, Sheep by Snake - Wen-You Cai Photography Exhibition", and new shows were performed at MGM Theater including the "JABBAWOCKEEZ - true to yourself", "The Harry Potter Film Concert Series", "Fuerza Bruta Wayra" and "Legend Fighting Championship". In addition to our annual "Oktoberfest Macau at MGM", we also organized Macau's first-ever food and music festival "MGM Chef Nic Gastronomusic Fest" at MGM Cotai. All of these activities are to support our goals of diversification and attract incremental visitors into our resorts. These non- gaming offerings attract visitors to our resorts and create a sense of anticipation among our customers, local communities and tourists about the activities at MGM Macau and MGM Cotai.

As a result of the suspension of casino operations for a 15-day period, certain non-gaming facilities closed down in February 2020. Those facilities have gradually reopened beginning February 20, 2020. A number of restaurants and bars are currently open with shorter operating hours due to reduced demand caused by travel restrictions. We have been implementing new initiatives in hygiene and social distancing to address customer safety concerns and changing customer behavior as the health and safety of our staff and customers are always our priority. With such implementation, we were able to focus on enhancing our non-gaming offerings to attract customers including MGM Mixy-Go-Matchy offerings, interactive art tours and cultural experience, and musical performances under our Spectacle at MGM Cotai. Also, across the two properties, taking advantage of the LED displays at the Spectacle and the coral of the Grande Praça's giant aquarium, "The MGM Sea Odyssey" was another innovative show at MGM.

All of these non-gaming offerings attract visitors to our resorts and create a sense of anticipation among our customers, local communities and tourists about the activities at MGM Macau and MGM Cotai. In addition, we are preparing events and attractions to be delivered upon the recovery from COVID-19.

Segment Information

The Group has determined its operating segments based upon the reports reviewed by the chief operating decision-maker when allocating resources and assessing performance of the Group.

The Group's principal operating activities occur in Macau, which is the primary geographic area in which the Group is domiciled. The Group reviews the results of operations for each of its properties being MGM Macau and MGM Cotai. Each of the properties derives its revenue primarily from casino, hotel rooms, food and beverage and retail operations. MGM Macau and MGM Cotai have been aggregated into one reportable segment on the basis that they have similar economic characteristics, customers, services and products provided, and the regulatory environment in which they operate. Adjusted EBITDA is considered to be the primary profit/loss measure for the reportable segment.

Adjusted EBITDA

Adjusted EBITDA is profit/loss before finance costs, income tax expense/benefit, depreciation and amortization, gain/loss on disposal/write-off of property and equipment and other assets, interest income, net foreign currency difference, share-based payments, pre-opening costs and corporate expenses which mainly include administrative expenses of the corporate office and license fee paid to a related company. Adjusted EBITDA is used by management as the primary measure of the Group's operating performance and to compare our operating performance with that of our competitors. Adjusted EBITDA should not be considered in isolation, construed as an alternative to profit or operating profit as reported under IFRS or other combined operations or cash flow data, or interpreted as an alternative to cash flow as a measure of liquidity. Adjusted EBITDA presented in this report may not be comparable to other similarly titled measures of other companies operating in the gaming or other business sectors.

The following table presents the reconciliation of the Group's Adjusted EBITDA to profit or loss attributable to owners of the Company for the years ended December 31, 2020, 2019 and 2018.

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1. Pre-openingcosts for the year ended December 31, 2019 primarily represented personnel and other costs incurred prior to the opening of ongoing development phases of MGM Cotai, primarily related to The Mansion and gaming promoter rooms. Pre-opening costs for the year ended December 31, 2018 primarily represented personnel and other cost incurred prior to the opening of MGM Cotai and ongoing development phases of MGM Cotai, primarily related to The Mansion, theater and gaming promoter rooms.

Significant Accounting Estimates and Judgments

The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures. Uncertainty about these assumptions and estimates may result in outcomes that may require a material adjustment to the carrying amount of the asset or liability within the next financial year. Key sources of estimation uncertainty and critical judgments at the end of the reporting period, which have a significant effect on the consolidated financial statements are discussed below:

Loss allowance of trade receivables

The Group issues markers and credit to approved gaming promoters, casino customers and hotel customers following background checks and assessments of their creditworthiness. An estimated loss allowance account is maintained to reduce the Group's receivables to their estimated recoverable amount. The allowance is estimated based upon a specific review of customer accounts and an evaluation of the amounts expected to be recovered with reference to the age of the receivables, the customers' financial condition, collection history, any other known information about the customers, general economic conditions, forecasts and forward-looking information including the impact of the COVID-19 pandemic on the customers' ability to settle. When the actual future cash flows are less than expected, an impairment loss may arise and affect profit or loss and carrying amount of trade receivables in the period of change.

Impairment of non-financial assets

The Group follows the requirements of IAS 36 Impairment of Assets to consider whether there are impairment indicators and, if so, to determine whether the non-financial assets are impaired which requires significant judgment. In making this judgment, the Group evaluates whether the recoverable amounts of the assets are less than their carrying amounts.

Due to the uncertainties in connection with the COVID-19 pandemic, the Group has estimated the recoverable amount of non-financial assets to determine whether non-financial assets are impaired. The calculation of recoverable amount of the non-financial assets involves identification of the cash-generating unit(s) and the value- in-use calculations, which requires significant judgment and estimations. These calculations require the use of estimates of future cash flows based on projected income and expenses of the business and working capital needs that take into consideration the future economic conditions (including the impact of the COVID-19 pandemic), competition in Macau, and the regulatory environment (including the renewal of the gaming sub-concession). Management is also required to choose suitable discount rates in order to calculate the present values of those cash flows.

No impairment loss was recognized for the year ended December 31, 2020 as the recoverable amounts of the assets are greater than the carrying value. Changes in the key assumptions and estimates on which the recoverable

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amount of the assets are based could significantly affect the Group's assessment resulting in an impairment loss being recognized.

Valuation of lease liabilities and right-of-use assets

The Group has several lease contracts that include extension options. In determining the lease term, the Group applies judgement in evaluating whether it is reasonably certain whether to exercise the option to renew the lease including relevant factors that create an economic incentive for it to exercise the renewal. The Group has included the renewal period as part of the lease term for leases of land. After the initial recognition, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise the option to renew.

Useful lives of property and equipment

The Group depreciates property and equipment over their estimated useful lives, using the straight-line method, commencing from the date the property and equipment are ready for the intended use. The useful lives that the Group estimated for property and equipment reflects the Group management's estimate of the period that the Group intends to derive future economic benefits from the use of the assets. Should there be any changes in such estimates, the depreciation of property and equipment may vary with changes affecting profit or loss in the period of the change.

Discussion of Results of Operations

Operating Revenue

The following table sets forth the operating revenue for the years ended December 31, 2020, 2019 and 2018.

1. MGM Cotai opened on February 13, 2018.

Summary Statistics

The following tables present the key measurements we use to evaluate operating revenues.

MGM Macau

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1. Reported casino revenue is different to the total of "VIP gross table games win", "main floor gross table games win" and "slot machine gross win" because casino revenue is reported net of commissions, complimentaries and other incentives. The following table sets forth a reconciliation of the gaming wins to casino revenue.
2. Permanent table count as at December 31, 2020, 2019 and 2018.
3. Due to social distancing measures as a result of the COVID-19 pandemic, the slot machines were operated at a reduced capacity as at December 31, 2020.

MGM Cotai

1. MGM Cotai opened on February 13, 2018.
2. Reported casino revenue is different to the total of "VIP gross table games win", "main floor gross table games win" and "slot machine gross win" because casino revenue is reported net of commissions, complimentaries and other incentives. The following table sets forth a reconciliation of the gaming wins to casino revenue.
3. Permanent table count as at December 31, 2020, 2019 and 2018.
4. Due to social distancing measures as a result of the COVID-19 pandemic, the slot machines were operated at a reduced capacity as at December 31, 2020.

Casino Revenue

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Financial results for the year ended December 31, 2020 compared to financial results for the year ended December 31, 2019.

Operating Revenue

Operating revenue of HK$5,096.0 million for the year ended December 31, 2020 was 77.6% lower than the prior year. This decrease was caused by the impact of the COVID-19 related closures and restrictions on travel and capacity at our facilities which affected all components of our operations.

Casino Revenue

Casino revenue decreased by 78.5% to HK$4,384.1 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019. The decrease was primarily due to the impact of the COVID-19 related closures and restrictions on travel and capacity at our facilities which affected all components of our operations. The components of our gaming operations were:

VIP Gaming Operations

Our VIP gross table games win decreased by 83.0% to HK$1,648.5 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019. The decrease was primarily due to the impact of the temporary COVID-19-related closures and related restrictions on travel and capacity at our facilities. Similarly, VIP table games turnover in MGM Macau and MGM Cotai decreased by 82.6% to HK$32,225.5 million and 80.4% to HK$22,181.6 million during the year ended December 31, 2020, respectively.

Main Floor Table Gaming Operations

Our main floor business suffered during the year ended December 31, 2020 due to the impact of the temporary COVID-19-related closures and related restrictions on travel and capacity at our facilities. Main floor gross table games win decreased by 75.7% to HK$3,623.4 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Slot Machine Gaming Operations

Slot machine gross win decreased by 75.1% to HK$560.7 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019 primarily due to the impact of the temporary COVID-19-related closures and related restrictions on travel and capacity at our facilities. Similarly, slot machine handle in MGM Macau and MGM Cotai decreased by 71.1% to HK$9,105.9 million and 79.9% to HK$7,455.0 million, respectively, during the year ended December 31, 2020.

Other Revenue

Other revenue includes hotel rooms, food, beverage, retail and entertainment and decreased by 69.6% to HK$711.9 million for the year ended December 31, 2020. These sources of revenue were also directly impacted by the temporary closures and subsequent substantial decrease in inbound tourists, compared to the prior year. As a measure to relieve the economic stress during COVID-19 for our retail tenants, especially the local SMEs, certain rent relief was provided during the year.

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Operating Costs and Expenses

The major operating costs and expenses for the years ended December 31, 2020 and 2019 were as follows:

Gaming Taxes

Gaming taxes decreased year-over-year by 77.3% to HK$2,404.7 million for the year ended December 31, 2020. This decrease was attributable to the lower gross gaming revenue generated during 2020.

Inventories Consumed

Inventories consumed decreased year-over-year by 57.1% to HK$290.6 million for the year ended December 31, 2020. This decrease was attributable to the substantial reduction in consumption of food and beverage and other supplies in response to the reduced business activities.

Staff Costs

Staff costs decreased year-over-year by 21.6% to HK$2,916.9 million for the year ended December 31, 2020. To mitigate the impact of the COVID-19 pandemic, we have taken a number of measures to reduce payroll expenses, including limiting staff onsite, implementing a hiring freeze and organizational change, and introducing voluntary unpaid leave during the current year, while preserving local jobs in response to requests of the Macau Government.

Loss Allowance on Trade Receivables, net

Loss allowance on trade receivables, net, increased by 227.7% from HK$28.3 million for the year ended December 31, 2019 to HK$92.6 million for the year ended December 31, 2020. The increase was primarily driven by higher expected credit losses arising from the COVID-19 pandemic.

Other Expenses and Losses

Other expenses and losses decreased year-over-year by 51.8% to HK$1,057.7 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019, which mainly resulted from:

Advertising and promotion expense. Advertising and promotion expense decreased by 69.8% from HK$658.9 million for the year ended December 31, 2019 to HK$199.0 million for the year ended December 31, 2020. The decrease resulted from reduced marketing activities being organized during the current year in light of decreased number of visitors due to travel restrictions.

License fee and marketing fees. License fee and marketing fees due to related companies decreased by 77.3% from HK$412.1 million for the year ended December 31, 2019 to HK$93.3 million for the year ended December 31, 2020. This decrease primarily resulted from lower revenue generated during the current year.

Depreciation and Amortization

Depreciation and amortization remained constant for the current year as compared to the prior year.

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Finance Costs

Total finance costs were HK$1,118.4 million for the year ended December 31, 2020 compared to HK$1,128.1 million for the year ended December 31, 2019. Whilst the amounts were comparable between the two years, there were variations in composition principally being:

• HK$763.3 million of interest on unsecured senior notes for the year ended December 31, 2020 compared to HK$413.2 million for the year ended December 31, 2019;
• HK$253.2 million of interest on unsecured credit facilities for the year ended December 31, 2020 compared to HK$106.3 million for the year ended December 31, 2019; and
• HK$380.2 million of interest on secured credit facilities and HK$171.1 million of loss on extinguishment of debt in 2019 as a result of the replacement of the Senior Secured Credit Facility in August 2019. There are no such transactions for the year ended December 31, 2020.

Income Tax expense

Income tax expense in the years ended December 31, 2020 and 2019 primarily related to the provision for Macau dividend withholding tax.

Loss/Profit Attributable to Owners of the Company

Loss/profit attributable to owners of the Company decreased significantly from a profit of HK$1,931.2 million for the year ended December 31, 2019 to a loss of HK$5,201.5 million for the year ended December 31, 2020. This decrease was attributable to the substantial reduction in activity in 2020 as a result of the COVID-19 pandemic related closures and restrictions as described above.

Financial results for the year ended December 31, 2019 compared to financial results for the year ended December 31, 2018.

Operating Revenue

Total operating revenue of HK$22,765.0 million for the year ended December 31, 2019 was 18.6% higher than the prior year. The 2019 results benefited from a full year and continued ramp up of operations at MGM Cotai, and the addition of 25 new-to-market gaming tables on January 1, 2019.

Casino Revenue

Casino revenue increased by 18.9% to HK$20,423.5 million for the year ended December 31, 2019. The components of our gaming operations were:

VIP Gaming Operations

Our VIP gross table games win slightly increased by 0.1% to HK$9,694.4 million for the year ended December 31, 2019. The increase was primarily due to higher VIP table games win percentages in both properties and increased VIP table games turnover in MGM Cotai by 198.7% to HK$113,018.3 million, and partly offset by decreased VIP table games turnover in MGM Macau by 33.9% to HK$185,271.2 million during 2019.

Main Floor Table Gaming Operations

Our main floor business continued to experience growth during 2019 as compared to the prior year. Main floor gross table games win increased by 37.0% to HK$14,938.4 million for the year ended December 31, 2019. The 2019 results benefited from a full year and continued ramp up of operations at MGM Cotai, the addition of 25 new- to-market gaming tables on January 1, 2019, an increase in the drop of 37.0% to HK$27,395.1 million in MGM

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Cotai and an increase in main floor table games win percentages in both properties, partly offset by a decrease in the drop of 5.2% to HK$37,258.7 million in MGM Macau.

Slot Machine Gaming Operations

Slot machine gross win slightly increased by 0.7% to HK$2,248.2 million for the year ended December 31, 2019. The 2019 results benefited from a full year and continued ramp up of operations at MGM Cotai, the addition of 215 slot machines during the year, with an increase in handle by 56.0% to HK$37,087.7 million in MGM Cotai. The increase was partly offset by a decrease in handle by 8.8% to HK$31,522.1 million in MGM Macau and a decrease in slot hold percentages in both properties in 2019.

Other Revenue

Other revenue includes hotel rooms, food, beverage, retail and entertainment and increased by 15.7% to HK$2,341.6 million for the year ended December 31, 2019. The increase was primarily due to the full year and continued ramp up of operations at MGM Cotai. The non-gaming facilities and services are important to establish our brand and maintain our popularity in Macau and the region in order to encourage visitation and extend the length of customers' stay within our integrated resorts.

Operating Costs and Expenses

The major operating costs and expenses for the years ended December 31, 2019 and 2018 were as follows:

Gaming Taxes

Gaming taxes increased year-over-year by 15.4% to HK$10,615.3 million in 2019. This increase was mainly attributable to the higher gross gaming revenue generated during 2019.

Inventories Consumed

Inventories consumed increased year-over-year by 3.6% to HK$677.1 million in 2019. This increase was primarily due to an increase in consumptions of supplies, including gaming supplies such as cards and other supplies in response to our business activities.

Staff Costs

Staff costs increased year-over-year by 6.2% to HK$3,722.3 million in 2019. The increase was primarily due to hiring of additional staff in the operation of MGM Cotai during 2019.

Other Expenses and Losses

Other expenses and losses decreased year-over-year by 1.5% to HK$2,222.6 million in 2019, which mainly resulted from:

Advertising and promotion expense. Advertising and promotion expense increased by 5.4% from HK$625.1 million in 2018 to HK$658.9 million in 2019. The increase resulted from more marketing activities being organized during 2019 in response to the increase in our business activities.

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License fee and marketing fees. License fee and marketing fees due to related companies increased by 17.0% from HK$352.2 million in 2018 to HK$412.1 million in 2019. This increase primarily resulted from higher revenue generated during 2019.

Loss allowance on trade receivables, net. Loss allowance on trade receivables, net, decreased by 44.9% from HK$51.3 million in 2018 to HK$28.3 million in 2019. The decrease was primarily due to the impact of collection history pattern and current trends, and creditworthiness of individual customers during 2019.

Loss on disposal/write-off of property and equipment and other assets. Loss on disposal/write-offof property and equipment and other assets decreased by 92.4% from HK$194.3 million in 2018 to HK$14.8 million in 2019. This decrease primarily resulted from a HK$188.5 million write-offof show production costs in 2018.

Depreciation and Amortization

Depreciation and amortization increased year-over-year by 19.3% to HK$2,564.5 million in 2019. This increase was primarily due to the opening of MGM Cotai on February 13, 2018, launch of VIP gaming areas at MGM Cotai and The Mansion in the second half of 2018 and March 2019, respectively. Depreciation and amortization in 2019 also included the depreciation of right-of-use assets due to the adoption of IFRS 16 effective January 1, 2019. This increase was partly offset by the impact of full depreciation of certain assets in 2019.

Finance Costs

Total borrowing costs increased from HK$846.7 million in 2018 to HK$1,143.2 million in 2019. This increase was primarily due to a HK$519.5 million increase in interest expense attributable to the Existing Notes issued and the Revolving Credit Facility obtained during 2019. This increase was partly offset by a HK$315.3 million decrease in interest expense as a result of the replacement of the Senior Secured Credit Facility during 2019. The replacement of secured debt with unsecured debt will provide the Group with additional financial flexibility beyond the date of extension of the gaming Subconcession.

Finance costs increased from HK$667.9 million in 2018 to HK$1,128.1 million in 2019. The increase was

mainly due to a HK$296.5 million increase in total borrowing costs and a HK$163.7 million decrease in capitalized interest as MGM Cotai and The Mansion opened on February 13, 2018 and in March 2019, respectively.

Income Tax expense/(benefit)

Income tax expense in 2019 primarily relates to the Macau dividend withholding tax of HK$9.6 million under the extended tax concession arrangement entered with the Macau Government in March 2018. Income tax benefit in 2018 primarily relates to the reversal of a deferred tax charge of HK$317.1 million provided on the distributable profit of MGM Grand Paradise following the approval of the extension of the tax concession arrangement.

Profit Attributable to Owners of the Company

Profit attributable to owners of the Company increased by 80.7% from HK$1,068.5 million in 2018 to HK$1,931.2 million in 2019. The 2019 results primarily benefited from a full year and continued ramp up of operations at MGM Cotai, as well as an increase in main floor table games win percentage at both properties.

Liquidity and Capital Resources

Capital Resources

As at December 31, 2020, our cash and cash equivalents, and available undrawn credit facilities were HK$2.64 billion and HK$6.90 billion, respectively. These balances are available for operations, new development activities and enhancement to our properties, repayment of borrowings and other corporate purposes.

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Gearing Ratio

The Group's gearing ratio is calculated as net debt divided by equity plus net debt. Net debt comprises borrowings, net of debt finance costs, less cash and cash equivalents. Equity comprised all capital and reserves of the Group. The following table presents the calculation of the Group's gearing ratio as at December 31, 2020 and 2019.

1. Total capital represents the sum of net debt and total equity.

Group Cash Flows

The following table presents a summary of the Group's cash flows for the years ended December 31, 2020, 2019 and 2018.

Net Cash (Used in)/Generated from Operating Activities

We recorded net cash used in operating activities of HK$2,969.9 million for the year ended December 31, 2020 compared to net cash generated from operating activities of HK$4,333.6 million for the year ended December 31, 2019. The significant reduction in operating cash flow for the year ended December 31, 2020 compared to the year ended December 31, 2019 was caused primarily by the COVID-19 related closures and restrictions.

Net cash generated from operating activities was HK$4,333.6 million in 2019 compared to HK$2,159.0 million in 2018. The increase was due primarily to an increase in operating profit in 2019 and more cash used in the opening and ramp up of operations at MGM Cotai in 2018.

Net Cash Used in Investing Activities

Net cash used in investing activities was HK$832.0 million in 2020 compared to HK$1,329.9 million in 2019. The major components of the cash flow used in investing activities related to payments for the construction and development activities at MGM Cotai and renovation work carried out at MGM Macau as well as purchase of property and equipment in total amounting to HK$838.8 million and HK$1,122.0 million in 2020 and 2019, respectively. Other significant payments in 2019 included an amount of HK$213.6 million related to the extension of the Subconcession from April 1, 2020 to June 26, 2022.

Net cash used in investing activities was HK$1,329.9 million in 2019 compared to HK$2,915.1 million in 2018. The major components of the cash flow used in investing activities related to payments for the construction and development activities at MGM Cotai and renovation work carried out at MGM Macau as well as purchase of property and equipment in total amounting to HK$1,122.0 million and HK$2,786.1 million in 2019 and 2018, respectively. Other significant payments included HK$213.6 million of Subconcession premium related to the

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extension of the Subconcession in 2019 and HK$110.5 million of developers' fees due to a related company in 2018.

Net Cash Generated from/(Used in) Financing Activities

Net cash generated from financing activities was HK$3,162.6 million in 2020 compared to net cash used in financing activities of HK$3,725.3 million in 2019. The net cash generated from financing activities in 2020 was primarily due to:

• HK$3,876.2 million of proceeds from the issuance of the Existing 2025 Notes; and
• HK$770.0 million net drawdown on the Revolving Credit Facility, partially offset by HK$1,022.2 million of interest payments;
• HK$315.4 million of dividends paid being the final declared dividend for the year ended December 31, 2019; and
• HK$107.0 million of debt finance costs paid.

Net cash used in financing activities was HK$3,725.3 million in 2019 compared to HK$532.9 million in 2018. The net cash used in financing activities in 2019 was primarily due to:

• HK$13,860.0 million of net repayments of the Senior Secured Credit Facility and Revolving Credit Facility;
• HK$821.6 million of interest payments;
• HK$486.4 million of dividends paid; and
• HK$309.9 million of debt finance costs paid, partially offset by HK$11,772.5 million of net proceeds from the issuance of the Existing 2024 Notes and Existing 2026 Notes.

The net cash used in financing activities in 2018 primarily resulted from HK$717.8 million of interest payments, HK$611.8 million of dividends paid and HK$259.5 million of debt finance costs, partially offset by the net proceeds of HK$1,074.5 million from the Senior Secured Credit Facility.

Capital Commitments

As at December 31, 2020, 2019 and 2018, the Group had the following capital commitments under construction contracts and other capital related agreements that are not recorded in the consolidated financial statements:

Contingent Liabilities

As at December 31, 2020, 2019 and 2018, the Group had given bank guarantees totaling HK$1,095.2 million, HK$1,095.2 million and HK$299.1 million, respectively, in relation to the Subconcession, land concession and other operating purposes. The significant increase during the year ended December 31, 2019 relates to a bank guarantee of MOP820.0 million (equivalent to HK$796.1 million) granted to the Macau Government as required by the Subconcession Extension Contract.

As at December 31, 2020, the Group has been named as a defendant in three legal proceedings filed in the Macau courts against two independent Macau gaming promoters by individuals who claim to have placed cash

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deposits with gaming promoters who had operations at MGM Macau, on the grounds of section 29 of the Administrative Regulation no. 6/2002, whereby gaming concessionaires are jointly liable for the activities carried out in their casinos by gaming promoters. The Group intends to keep defending its position that it is not liable with respect to these claims. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Group's financial position, results of operations or cash flows.

Indebtedness

1. The amount outstanding under the Unsecured Senior Notes as at December 31, 2020 was translated using the exchange rate of HK$7.7529 to US$1.00.
2. The amount outstanding under the Unsecured Credit Facilities as at December 31, 2020 was translated using the exchange rate of HK$7.7547 to US$1.00.

For a description of our Existing Notes, the Revolving Credit Facility and the Second Revolving Credit Facility, please see "Description of Other Material Indebtedness."

Market Risk

The Group's activities expose it primarily to the market risk of changes in foreign currency exchange rates and interest rates.

Foreign Exchange Risk

The Group's principal operations are primarily conducted and recorded in HK$. The financial statements of foreign operations are translated into HK$ which is the Company's functional and presentation currency. The cash received from gaming activities is primarily in HK$. Our operating expenses and capital expenditures are primarily denominated in MOP and HK$. MOP is pegged to the HK$ at a constant rate and accordingly we do not expect fluctuations in the values of these currencies to have a material impact on our operations. The Group holds bank balances, cash, deposits and borrowings denominated in foreign currencies, and consequently exposure to exchange rate fluctuations arise. The majority of our foreign currency exposure comprises liabilities denominated in US$ including US$2 billion of unsecured senior notes. The exchange rate of the HK$ is pegged to the US$ and has remained relatively stable over the past several years. The Group manages its foreign exchange risk by closely monitoring the movement of the foreign exchange rates and by utilizing hedging agreements when the Group considers it necessary. The Group did not enter into any hedging agreements during the years ended December 31, 2020, 2019 and 2018.

Interest Rate Risk

The Company manages interest rate risk through a mix of long-term fixed rate borrowings under its unsecured senior notes and variable rate borrowings under our Revolving Credit Facility and Second Revolving Credit Facility, and by utilizing interest rate swap agreements when considered necessary. A change in interest rates generally does not have an impact upon the Company's future earnings and cash flow for fixed rate debt instruments. As fixed rate borrowings mature, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to periods when the debt matures.

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Off Balance Sheet Arrangements

The Group has not entered into any transactions with special purpose entities nor do we engage in any transactions involving derivatives that would be considered speculative positions. The Group does not have any retained or contingent interest in assets transferred to an unconsolidated entity.

Other Liquidity Matters

Due to the continued impact of the COVID-19 pandemic, we entered into a further amendment to our Revolving Credit Facility, effective April 9, 2020, that provided for a waiver of the maximum leverage ratio extending through the second quarter of 2021, and a waiver of the minimum interest coverage ratio beginning in the second quarter of 2020 through the second quarter of 2021. On October 15, 2020, the Company entered into a third amendment to the Revolving Credit Facility to further waive the maximum leverage ratio and the minimum interest coverage ratio through the fourth quarter of 2021 and on February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility to further waive the maximum leverage ratio and the minimum interest coverage ratio through the fourth quarter of 2022. As repayments made under the Revolving Credit Facility do not result in the cancelation of such commitments, we are able to reborrow any amounts under the Revolving Credit Facility that we repay.

On May 26, 2020, the Company entered into the Second Revolving Credit Facility in an aggregate amount of HK$2.34 billion (approximately US$301.8 million) with a final maturity date on May 15, 2024 with an option to increase the amount of facility to up to HK$3.9 billion (approximately US$503.0 million), subject to certain conditions. On June 29, 2020, the Company increased the available undrawn credit facilities of the Second Revolving Credit Facility by HK$780 million to HK$3.12 billion (approximately US$402.4 million). The Second Revolving Credit Facility is available for drawdown to and including the date falling one month prior to the final maturity date, subject to satisfaction of conditions precedent, including evidence that the Revolving Credit Facility (in an aggregate amount of HK$9.75 billion) (approximately US$1.3 billion) has been fully drawn. Pursuant to an amendment to the Second Revolving Credit Facility effective October 14, 2020, the financial covenants under the Second Revolving Credit Facility, including the maximum leverage ratio and the minimum interest coverage ratio, are not effective through the fourth quarter of 2021 and on February 24, 2021, the Company entered into a second amendment to the Second Revolving Credit Facility to further waive the maximum leverage ratio and the minimum interest coverage ratio through the fourth quarter of 2022. The proceeds of the Second Revolving Credit Facility will be used for ongoing working capital needs and general corporate purposes of the Group.

Taking into consideration our financial resources, including the Group's cash and cash equivalents, Revolving Credit Facility, Second Revolving Credit Facility and internally generated funds, we believe that we have sufficient available funds to meet our financial obligations for the following 12 months.

In the ordinary course of business, in response to market demands and client preferences, we have made and will continue to incur related capital expenditures on enhancements and refinements for our resorts to increase revenue.

In the current operating environment that has resulted from the impact of the COVID-19 pandemic, we have undertaken a series of actions to minimize our expenses, including reducing or deferring certain capital expenditures that we had planned to begin during 2020, and reducing payroll expenses, including limiting staff on site, implementing a hiring freeze and organizational change and introducing voluntary unpaid leave. Our estimated capital expenditures at present include future development projects to strengthen our position in the premium mass market, including the development of the MGM Cotai South Tower suites, which are expected to open in mid-2021.

Employees and Remuneration Policy

As at December 31, 2020, MGM Grand Paradise employed 10,364 (December 31, 2019: 11,092) full-time and part-time employees in Macau, Hong Kong and Zhuhai which includes MGM Macau, MGM Cotai and shared services team members.

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The Group's remuneration philosophy is a market-based job compensation grading approach, which we believe is the best strategy to fulfill the Company's fundamental goal of attracting and retaining a diverse and highly skilled workforce. To accomplish this, the Company intends our remuneration system to be:

Competitive - in the local labor market, considering both MGM China's market niche and the larger industries in which we compete for talent.

Comprehensive - to be viewed through the lens of total rewards, including, among others, base pay, health benefits, incentive pay, bonus, equity and retirement plans.

Objective - to be consistent with local market rates.

Developmental - to encourage career and professional development within the workforce and retain quality talents.

A group-wide performance based incentive program has been implemented since 2011 for all managerial level employees. The objective of developing such an incentive bonus program is to focus all members of the team in creating and sustaining the enterprise value of the Group. The program consists of several components designed to encourage targeted individuals and groups based upon clear and measurable objectives designed to support the Group's strategy.

In addition to the above performance incentives, it is customary in Macau to provide additional months of salary to line staff during the Chinese New Year period as a gratuity for their hard work during the year. Such additional bonus is subject to the Board's discretion.

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BUSINESS

Overview

We are a leading developer, owner and operator of gaming and lodging resorts in Macau. We own and operate MGM Macau, which is a Forbes Five-Star luxury integrated resort inspired by the arts with every element of the resort infused with creativity and style. We also own and operate the latest addition to our portfolio, MGM Cotai, which was designed as the "Jewelry Box" of Cotai, and offers a gaming area, 1,390 hotel rooms and suites, meeting space, retail, food and beverage and other non-gaming offerings, as well as The Mansion for the ultimate luxury experience.

Business Overview

We are a leading developer, owner and operator of two integrated casino, hotel and entertainment resorts in Macau, MGM Macau and MGM Cotai, where we offer high-quality gaming, hospitality and entertainment experiences to attract and retain our customers. MGM Grand Paradise, our subsidiary, holds one of the six gaming concessions/subconcessions permitted by the Macau Government to operate casinos or gaming areas in Macau.

The Company's Shares have been listed on the Hong Kong Stock Exchange since June 3, 2011. The Company's immediate holding company is MRIH, a company incorporated in the Isle of Man. The Company's ultimate holding company is MGM Resorts International, a company incorporated in Delaware, the United States of America, which is listed on the NYSE. MGM Resorts International is our controlling Shareholder (with an interest in 55.95% of our issued share capital as of December 31, 2020) and Ms. Pansy Ho and her controlled companies are our substantial Shareholders (with an interest in 22.49% of our issued share capital as of December 31, 2020). We benefit from the complementary expertise of MGM Resorts International and Ms. Pansy Ho.

On March 15, 2019, a Subconcession Extension Contract was approved and authorized by the Macau

Government and executed between SJM, as Concessionaire, and MGM Grand Paradise, as Subconcessionaire, pursuant to which the Subconcession of MGM Grand Paradise, which was due to expire on March 31, 2020, was extended to June 26, 2022 which now aligns with the expiry date of other gaming Concessionaires and Subconcessionaires in Macau. The Macau Government is working on the gaming concessions retender process and announced that the public consultation on the gaming law will be completed in the second half of 2021, the amendment of which will precede the launching of the public tender. The Company awaits the issuance of guidance by the Macau Government with respect to the gaming concessions retender or extension process.

On March 23, 2020, an addendum to the Subconcession Contract was executed to clarify that the transfer of the casino premises and gaming-related equipment to the Macau Government only applies upon expiration of the Subconcession Contract on June 26, 2022.

Recent Developments

On January 6, 2021, the board of directors of MGM Resorts International received an open letter issued by Snow Lake Capital, an institutional investor and a holder of approximately 7.5% of the issued and outstanding shares of the Company as of the date of the letter, making recommendations on the shareholding structure and future development of the Company. In response to the open letter, on January 8, 2021, our Board announced that the Company has no plans of restructuring and that it will continue to communicate with the Company's shareholders to operate the Company in the best interests of its shareholders and stakeholders, enhancing shareholder value and performance of the Company.

On February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive compliance with the covenants with respect to the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility through the fourth quarter of 2022.

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For an update on the impact of COVID-19 on the Company since December 31, 2020, please see "-Impactof COVID-19-Effectof COVID-19on Our Financial Results and Liquidity".

Impact of COVID-19

The continued spread of COVID-19 and the developments surrounding the global pandemic have had, and we expect that they will likely continue to have, a significant impact on our business, results of operations and financial condition. The COVID-19 pandemic is an unprecedented global public health crisis and we place high importance on the health and safety of our employees, guests and all Macau citizens as we continue to fight this pandemic.

In early 2020, the outbreak of COVID-19 around the world led to certain actions taken by the Chinese Government, the Macau Government and the governments of other countries to attempt to mitigate the spread of the virus. Among the actions taken were the implementation of travel restrictions, such as the temporary suspension of China's individual visa scheme that permits mainland Chinese residents to travel to Macau, the temporary suspension of all ferry services from Hong Kong to Macau, and the closure of casino operations in Macau for a 15- day period that commenced on February 5, 2020. As a result, all operations at MGM Macau and MGM Cotai were suspended, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests. Although operations at MGM Macau and MGM Cotai resumed on February 20, 2020, certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, temperature checks, mask protection, and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system, were put in place to reduce the risk of transmission. While guests entering our casinos are no longer required to present negative COVID-19 test results effective from March 3, 2021, many social distancing and health measures remain in place as of the date of this offering memorandum. In addition, a number of restaurants and bars are currently open with shorter operating hours due to reduced demand caused by travel restrictions.

Following discussions between the Macau and Guangdong authorities on the need for maintenance of the disease-control effort while also advancing work to boost socioeconomic development, it was announced that, effective from July 15, 2020, those entering mainland China from Macau across its land boundaries with Guangdong are exempted from the medical observation period, provided they obtain a negative nucleic acid test result, issued within seven days of their intended departure from Macau and have a valid 'green' code result for the Macau Health Code system and the Guangdong health-declaration system, respectively. DICJ also announced that, effective from July 15, 2020, all guests entering casinos are required to provide a negative nucleic acid test result with a valid 'green' Macau Health Code. Since July 2020, China has gradually relaxed domestic travel restrictions. Effective from August 12, 2020, those entering mainland China from Macau are exempted from the medical observation period, and tourist visas issuance (including the individual visa scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau were resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively. On February 23, 2021, Macau classified all mainland China cities as low-riskCOVID-19 transmission areas, removing the requirement for inbound travelers to quarantine for 14 days upon their arrival in Macau.

As at the date of this offering memorandum, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services from Hong Kong to Macau, the nucleic acid test result certificate and mandatory quarantine requirements for visitors from Hong Kong and Taiwan, and bans on entry or enhanced quarantine requirements on other visitors). These restrictions significantly impacted visitation to MGM Macau and MGM Cotai, which had a significant adverse impact on the Group's results for the year ended December 31, 2020 and will likely continue to impact the Group's results given the uncertainty of the length of time of the pandemic. According to the DSEC, total visitor arrivals decreased by 85.0% and the total visitation from mainland China to Macau decreased by 83.0%, for the year ended December 31, 2020 compared to 2019. According to the DICJ, the Macau gross gaming revenue decreased by 79.3% to HK$58.7 billion for the year ended December 31, 2020 compared to the year ended December 31, 2019. Visitation to Macau and volume across all operations at MGM Macau and MGM Cotai have steadily improved since the October 2020 Golden Week, which benefited from the resumption of tourist visas issuance and the efforts to control the COVID-19 pandemic by mainland China and Macau Governments. According to the DICJ, the gross gaming revenue of the Macau gaming market bounced back from HK$4.7 billion in the third quarter of 2020 to HK$21.2 billion in the fourth quarter of 2020, driven by the higher visitation, in particular in the mass market gaming segment. The January 2021 monthly

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gross gaming revenue of the Macau gaming market was increased by 2.6% to HK$7.8 billion compared with December 2020. We expect that the rate of business recovery will continue to be gradual, driven by the premium mass market which both MGM Macau and MGM Cotai are well positioned to capture.

Effect of COVID-19 on Our Financial Results and Liquidity

The operational disruptions caused by the pandemic and the various travel and social-distancing restrictions imposed by local and international governmental authorities had a material adverse impact on our business operations and financial position and performance during the year ended December 31, 2020. Our operating revenue for the year ended December 31, 2020, totaled HK$5.1 billion (approximately US$657 million) compared to HK$22.8 billion for the year ended December 31, 2019, representing a decrease of 77.6%. We recorded an operating loss of HK$4.1 billion (approximately US$533 million) and a net loss of HK$5.2 billion (approximately US$671 million) for the year ended December 31, 2020, as compared to an operating profit of HK$3.0 billion and a net profit of HK$1.9 billion for the year ended December 31, 2019. Adjusted EBITDA loss totaled HK$1.4 billion (approximately US$177 million) for the year ended December 31, 2020, as compared to Adjusted EBITDA of HK$6.2 billion for the year ended December 31, 2019.

As of December 31, 2020, the Group had total liquidity of HK$9.5 billion (approximately US$1.2 billion), consisting of HK$2.6 billion (approximately US$340 million) of cash and cash equivalents and HK$6.9 billion (approximately US$890 million) of available borrowing capacity under the Revolving Credit Facility and the Second Revolving Credit Facility. The Company believes it has sufficient liquidity to support its operations, implement the planned new development activities, including the development of the MGM Cotai South Tower suites and enhancement of our properties, including our gaming floors, and respond to the challenges of the pandemic.

Further, to address the adverse impact of the COVID-19 pandemic on the Group's financial position, while

trying to preserve local jobs in response to requests of the Macau Government, the Company undertook a number of initiatives in 2020:

• the Company entered into an amendment to the Revolving Credit Facility on February 21, 2020, to revise the permitted leverage ratio and permitted interest coverage ratio. On April 9, 2020, the Company entered into a second amendment to the financial covenants under the Revolving Credit Facility, to further revise the permitted leverage ratio and permitted interest coverage ratio;
• on May 26, 2020, the Company entered into the Second Revolving Credit Facility, in an aggregate amount of HK$2.34 billion (approximately US$301.8 million), with a final maturity date of May 15, 2024, with an option to increase the amount of the facility up to HK$3.9 billion (approximately US$503.0 million) subject to certain conditions;
• on June 18, 2020, the Company issued 5.25% senior notes with an aggregate principal amount of
  US$500 million and a final maturity date of June 18, 2025. The net proceeds from the issuance were used to repay a portion of amounts outstanding under the Revolving Credit Facility (the total available unsecured credit facilities limit was HK$8.34 billion after the repayment) and for general corporate purposes;
• on June 29, 2020, the Company increased the available undrawn amount under the Second Revolving Credit Facility by HK$780 million to HK$3.12 billion;
• on October 14, 2020, the Company entered into an amendment to the Second Revolving Credit Facility, to waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021. On October 15, 2020, the Company entered into a third amendment to the Revolving Credit Facility, to further waive the maximum leverage ratio and minimum interest coverage ratio through the fourth quarter of 2021;

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• a number of measures were implemented to reduce payroll expenses, including limiting staff onsite, implementing a hiring freeze and organizational change and introducing voluntary unpaid leave during the year;
• certain capital expenditures that were planned to begin during the year have been deferred;
• negotiations with its vendors in respect of existing contracts in order to reduce or defer costs; and
• on February 24, 2021, the Company entered into a fourth amendment to the Revolving Credit Facility and a second amendment to the Second Revolving Credit Facility to further waive the maximum leverage ratio and minimum interest coverage ratio under the Revolving Credit Facility and the Second Revolving Credit Facility, respectively, through the fourth quarter of 2022.

Following the full resumption of China's individual visa scheme on September 23, 2020, the Company experienced an increase in visitation at our casinos and increased operating revenue in the fourth quarter of 2020. For the three months ended December 31, 2020, we recorded operating revenue of HK$2,362.4 million, with MGM Macau and MGM Cotai contributing HK$1,261.4 million and HK$1,101.0 million, respectively, to our operating revenue for the period. This is in comparison to our operating revenue of HK$5,691.8 million in the fourth quarter of 2019, with MGM Macau and MGM Cotai contributing HK$2,982.9 million and HK$2,708.9 million, respectively, to our operating revenue for the period. The main floor gross table games win for MGM Macau and MGM Cotai for the three months ended December 31, 2020 was HK$890.0 million and HK$996.1 million, respectively, as compared to HK$2,057.6 million and HK$1,886.7 million, respectively, for the three months ended December 31, 2019.

Further, for the three months ended December 31, 2020, MGM Macau and MGM Cotai recorded Adjusted EBITDA of HK$247.1 million and HK$120.1 million, respectively, compared to HK$917.8 million and HK$640.0 million for the three months ended December 31, 2019. For more information regarding the Group's Adjusted EBITDA for the three months ended December 31, 2020 and 2019, see "Selected Consolidated Financial and Other Data-OtherFinancial and Operational Data (unaudited)-AdjustedEBITDA for the three month periods ended December 31, 2020 and 2019".

If our casinos and hotels are not permitted to fully resume normal operations, travel restrictions and other global restrictions on inbound travel from other countries and areas including Hong Kong and Taiwan are not lifted or relaxed or the global response to contain the COVID-19 pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted. The duration and intensity of the global health emergency and related disruptions arising as a result of the pandemic are uncertain. Given the dynamic nature of the situation, the anticipated impact on our results of operations, cash flows and financial condition in 2021 and beyond are currently unknown. See "Risk Factors-RisksRelating to our Business and Operations-The COVID-19pandemic has had, and is expected to continue to have, a material adverse effect on our business, financial results and liquidity."

MGM Macau

MGM Macau opened in December 2007. The casino floor offers approximately 28,551 square meters, with 638 slot machines, 279 gaming tables, and multiple VIP and private gaming areas as at December 31, 2020. The hotel comprises a 35-story tower with 582 hotel rooms, suites and villas, and we have a service agreement with the Mandarin Oriental Hotel, through which they supplement our room offerings with additional room availability when there is excess demand by our customers. In addition, the resort offers luxurious amenities, including eight diverse restaurants, retail outlets, world-class pool and spa facilities, and approximately 1,600 square meters of convertible convention space. The resort's focal point is the signature Grande Praça and features Portuguese-inspired architecture, dramatic landscapes and a glass ceiling rising 25 meters above the floor of the resort. MGM Macau is directly connected to the One Central complex, which features many of the world's leading luxury retailers and includes Mandarin Oriental Hotel and serviced apartments.

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MGM Cotai

MGM Cotai opened on February 13, 2018. The resort is conveniently located with multiple access points from other Cotai hotels and public amenities. The casino floor offers approximately 27,696 square meters, with 655 slot machines and 273 gaming tables as at December 31, 2020. The hotel comprises two towers with 1,390 hotel rooms, suites and skylofts, 12 diverse restaurants and bars, retail outlets, approximately 2,870 square meters of meeting space and other non-gaming offerings. The scale of MGM Cotai allows us to capitalize on our international expertise in providing exciting and diversified entertainment offerings. The Spectacle, situated at the heart of MGM Cotai, is enriched with experiential technology elements to entertain our guests. MGM Cotai offers Asia's first dynamic theater introducing advanced and innovative entertainment to Macau. The Mansion, an ultra-exclusive resort within a resort, which is available only to our most selective guests, was launched in late March 2019. Mansion One, the private ultra-luxury gaming area for invitation-only premium mass customers, attached to The Mansion was introduced in December 2018. The new gaming area allowed us to expand our gaming operations and enhance our competitiveness.

The Company reached a settlement agreement with the principal contractors in connection with the construction costs of MGM Cotai in December 2019. Under the settlement agreement, the parties agreed that the final contract sums in respect of the builders' work executed under the main construction contract and the work under the mechanical, electric and plumbing (MEP) nominated sub-contracts was MOP10,270.5 million (approximately HK$9,971.4 million). The Company agreed to pay to the principal contractors MOP612.5 million (approximately HK$594.7 million), being the settlement amount of MOP10,270.5 million (approximately HK$9,971.4 million) less the total amount previously certified and paid by the Company to the principal contractors of MOP9,658.0 million (approximately HK$9,376.7 million). The required amounts had been fully settled as at December 31, 2020. In addition, the Company had closed out substantially all of its construction liabilities related to the nominated subcontracts of the MGM Cotai development.

MACAU INDUSTRY OVERVIEW

Macau has been the world's largest gaming destination in terms of gross gaming revenues since 2006. The industry in Macau generated gross gaming revenues of HK$283.9 billion (approximately US$36.6 billion), HK$294.0 billion (approximately US$37.9 billion) and HK$258.0 billion (approximately US$33.3 billion) in 2019, 2018 and 2017, respectively. Despite the drop in revenues in 2019, the gross revenues for the industry in Macau for 2019 were more than five times that of the Las Vegas Strip. The mass market has shown steady growth over the years at a rate of 14.4%, 17.7% and 10.5% in 2017, 2018 and 2019, respectively.

Approximately 3.5 billion people live within a five-hour flight of Macau. Visitors from Hong Kong, Southeast China, Taiwan and other locations in Asia can reach Macau in a relatively short time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of short travel times by air (followed by a road, ferry or helicopter trip to Macau). A number of recently completed infrastructure projects, such as the extension of the Guangzhou-Zhuhai Intercity Railway, the opening of the Macau Light Rapid Transit and the completion of the 55-km Hong Kong-Zhuhai-Macau bridge, have helped facilitate Macau's development as a popular gaming destination in the region. After the completion of Hengqin Port, a boundary-crossing facility between Macau and Zhuhai, the facility will be able to handle up to 220,000 passenger trips daily.

The number of annual visitors to Macau increased from 32.6 million to 39.4 million between 2017 and 2019, with a growth rate of 5.4%, 9.8% and 10.1% in 2017, 2018 and 2019, respectively. However, as a result of the COVID-19 pandemic and related travel restrictions, visitations to Macau dropped significantly in 2020. In addition, overall hotel occupancy rate in Macau decreased to 28.6% in 2020 from 90.8% in 2019.

According to the DSEC, total visitor arrivals decreased by 85.0% and the total visitation from mainland China to Macau decreased by 83.0% for the year ended December 31, 2020 compared to 2019. While visitation to Macau has steadily improved since the October 2020 Golden Week, which benefited from the resumption of the individual visit scheme and the efforts to control the COVID-19 pandemic by mainland China and Macau Governments, the number of visitations remains significantly below pre-pandemic levels.

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Overall visitations to Macau in January 2021 were down 80% as compared to January 2020, slightly below the 79% decrease in overall visitations in December 2020 as compared to visitations in December 2019, whereas the average daily visitation in January 2021 of approximately 18,000 was 15% lower than average daily visitation of approximately 21,300 in December 2020.

Visitations from mainland China in January 2021 were down 77% to approximately 496,000 as compared to January 2020 (versus a 71% decrease in visitations from mainland China in December 2020 as compared to December 2019). In particular, visitations by persons using the individual visit scheme in January 2021 were down 84% as compared to January 2020 (versus a 73% decrease in visitations by persons using the individual visa scheme in December 2020 as compared to December 2019), and overnight visitations from mainland China in January 2021 were down 75% as compared to January 2020 (versus a 62% decrease in overnight visitations from mainland China in December 2020 as compared to December 2019). Similarly, visitations from Guangdong, Shanghai, Beijing and Hong Kong in January 2021 were down 74%, 83%, 68% and 89%, respectively, as compared to January 2020 (versus a decrease of 69%, 60%, 64% and 93%, respectively, in December 2020 as compared to December 2019). In addition, international visitations in January 2021 remained down by approximately 100% due to restriction on foreign passport holders entering Macau.

The Macau gaming market consists of two primary segments: the mass market (comprised of mass table games and slots) and the VIP market. The mass market has shown steady growth over recent years and the GGR of mass tables has surpassed the prior peak in 2014 driven by development in Cotai and overnight visitation. The mass market gaming segment experienced a faster recovery than the VIP segment, resulting in a greater contribution of the mass market to the overall market mix in 2020.

The VIP market has shown healthy signs of growth after its decline from its peak with higher regulatory compliance standards aimed at making growth more sustainable. In addition, the demand for non-gaming services, including retail, leisure and entertainment services is also supported by the growth of personal disposable income and the growth of the middle class in China. The Macau total GGR, which is published by the DICJ, is presented below for each year from 2009 through 2019.

The below chart also reflects a breakdown of mass GGR and VIP GGR for each such year, which breakdown has been determined by the Company based on publicly available information and other assumptions that the Company believes to be reasonable.

Due to COVID-19, the Macau total GGR decreased by 79.3% to HK$58.7 billion for the year ended December 31, 2020 compared to the year ended December 31, 2019, the lowest in the past 14 years. According to the DICJ, the

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gross gaming revenue of the Macau gaming market bounced back from HK$4.7 billion in the third quarter of 2020 to HK$21.2 billion in the fourth quarter of 2020, driven by the higher visitation, in particular in the mass market gaming segment. In addition, the Macau total GGR for January 2021 was HK$7.8 billion (US$1.0 billion), representing an increase of 2.6% as compared to total GGR in December 2020, though total GGR in January 2021 was 63.7% lower than the same period in 2020.

OUR PROPERTIES

The description of our properties and amenities below is based on the fully operational integrated resorts (unless otherwise stated), and it should be noted that due to the COVID-19 pandemic, as of the date of this offering memorandum, certain amenities and features may continue to be non-operational or operating at a reduced capacity.

MGM Macau Resort and Casino Overview

Our 205,824 square meter property (total floor area) is prominently situated on 43,167 square meters of land along the waterfront on the Macau Peninsula's central Nam Van entertainment district, the same neighborhood as Wynn Macau and Encore at Wynn Macau, Casino L'Arc Macau, Galaxy StarWorld, the Grand Lisboa and the Hotel Lisboa. MGM Macau opened to the public on December 18, 2007.

MGM Macau was designed by renowned architects, Wong & Tung International Ltd., to blend both Eastern and Western design cues and pay homage to Macau's multi-faceted history. In addition to the exterior facade's distinctive "ocean wave" design, a 63-ton,10-meter tall golden lion-the hallmark of the MGM brand and a symbol of prosperity- sits outside and adds another iconic landmark to our property. The interior of MGM Macau fuses the Las Vegas know-how of MGM Resorts International with our understanding of local tastes to create an atmosphere with broad appeal that is distinctly Macau.

Our property features colorful hand-blown glass adornments by Dale Chihuly, including the massive "Fiori di Paradiso" chandelier and distinctive sculptures by Dali and other artists in the main lobby and entrance. The interior rooms and restaurants also feature the work of famed designers such as Super Potato and Wilson & Associates. Our suites and villas are accessed through private VIP lobbies featuring two-story ceilings painted with 24-carat gold filigree, handmade floor-to-ceiling tapestries and marble and lapis-lined floors, walls and exclusive VIP elevators. MGM Macau's centerpiece, the 1,088 square meter Grande Praça features a 25-meter high glass skydome and European-inspired facades, including the main facade which is fashioned after the Estação Rossio, Lisbon's central rail station. The Grande Praça is visible from a number of restaurants as well as areas of the upper gaming floor and is host to a variety of special exhibitions, shows, displays and various special occasions and events. The Grande Praça, with its aquarium tower in the center and seasonal decorations, has become a tourist attraction in Macau.

From the Grande Praça, patrons are able to access the casino on the main gaming floor. MGM Macau also maintains a convertible convention area with approximately 1,600 square meters of meeting space as well as a deluxe spa, swimming pool facilities and restaurants catering to a range of tastes. Our property is also seamlessly connected on multiple levels to the One Central complex, a shopping mall featuring retail stores for internationally recognized luxury brands, as well as serviced apartments and a Mandarin Oriental Hotel. MGM Macau and its first

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expansion were completed with capital expenditures of approximately US$1.2 billion. In addition, we continue to enhance the MGM Macau facilities, by taking actions such as expanding our VIP gaming areas in 2011 and 2017, adding new retail outlets beginning in 2015, remodeling our restaurant, Square Eight, in 2017 and completing the renovation of our main gaming floor in October 2019. Highlights of MGM Macau are described in greater detail below.

Casino and Gaming Products

Main Gaming Floor

MGM Macau's casino currently occupies approximately 28,551 square meters of floor area, offering 24-hour gaming and a full range of games. The layout of our main gaming floor is organized using the different market segments we target. Although most of the floor features an open floor plan, design elements shift in an effort to create an impression of increasing luxury and exclusivity as patrons ascend from lower to higher limit gaming.

Our Supreme gaming area on the casino main floor services top tier premium mass patrons as well as other invited patrons. The Supreme gaming area was designed by the well-known hospitality industry designer, Hirsch Bedner Associates and features raised floors, exclusive facilities and luxury amenities and two exclusive entry- ways-one from the main gaming floor as well as a more private entry from the hotel lobby.

VIP Gaming Areas

The majority of our existing VIP gaming area is located on the second floor which is accessible by exclusive elevators from our VIP lobby. The gaming rooms on the second floor comprise a mix of rooms operated by our in- house VIP team, while others are allocated to our gaming promoters. Our VIP rooms offer lounges, entertainment areas and access to a wide array of luxury amenities and services.

Our hotel tower's 35th floor features additional VIP gaming space with private VIP gaming rooms that are currently operated by our in-house VIP team. These VIP gaming rooms feature panoramic sea views and extensive private facilities. Additionally, the 35th floor has a full kitchen capable of servicing the culinary needs of the VIP floors, including all our suites and villas.

Gaming Product Statistics

Under the Subconcession Contract, MGM Grand Paradise currently has 552 approved gaming tables. The

decision to allocate tables between MGM Macau and MGM Cotai, as well as among different gaming segments, is based upon a number of factors pertaining to profit maximization, including the popularity of particular games, and feedback and suggestions from our gaming promoters with respect to their clients' preferences and statistical gaming results.

As at December 31, 2020, MGM Macau contained:

• 279 approved gaming tables for all major types of table games such as baccarat, blackjack, craps, poker, Caribbean stud poker, roulette and sic bo. Baccarat is the most popular game among our patrons measured by the level of revenues generated per table; and
• a combination of 638 slot machines in operation as well as other electronic gaming units placed throughout the casino in areas and bet denominations designed to target players in the various tiers of membership in our Golden Lion Club. Due to social distancing measures as a result of the COVID-19 pandemic, the slot machines were operated at a reduced capacity in 2020.

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