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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this announcement, make no representation as to its accuracyor completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

MGM CHINA HOLDINGS LIMITED美高梅中國控股有限公司

(incorporated in the Cayman Islands with limited liability)(Stock Code: 2282)

MAJOR TRANSACTION

LETTER OF AWARD TO APPOINT MAIN CONTRACTORFOR THE COTAI PROJECT

On May 11, 2013, a letter of award was issued by MGMGP to CSC and accepted by CSC,relating to the award of the Main Contract for the Cotai Project and the appointment of a maincontractor for the Construction Works (the “Letter of Award”). The contract sum pursuant to theLetter of Award is MOP10,799,411,598.60 (approximately HK$10.5 billion, or approximatelyUS$1.35 billion) (the “Contract Sum”), and is to be payable by MGMGP to the Main Contractorin cash/cash equivalents on a monthly basis, details of which are set out below. Constructionactivities commenced on the Cotai Site in the third quarter of 2012 for site preparatory work andto lay foundations. It is estimated that the laying of foundations will be completed by the end of2013. Upon completion of the foundations, the Main Contractor shall take possession of site andcommence his assigned Construction Works on or around January 2014.

The Directors (including all the independent non-executive Directors) of the Company considerthat the terms and conditions of the Letter of Award including the Contract Sum are on normalcommercial terms, fair and reasonable and in the interests of the Company and its shareholdersas a whole. To the best of the Directors’ knowledge, information and belief having made allreasonable enquiries, the Main Contractor and its ultimate beneficial owners are third partiesindependent of the Company and its connected persons (as defined under the Listing Rules).

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios calculated under the Listing Rules in respect of the Letter ofAward exceed 25% but are less than 100%, the transaction constitutes a major transaction of theCompany and therefore is subject to the notification, publication and shareholders’ approvalrequirements under Chapter 14 of the Listing Rules.

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As no shareholder is required to abstain from voting if the Company were to convene a generalmeeting for approving the appointment of the Main Contractor for the Construction Works, andas the Company has obtained written approval of the transaction from MGM Resorts InternationalHoldings, Ltd and Ms Pansy Catilina Chiu King Ho, which together with their associates andparties acting in concert hold an aggregate of 2,980,661,201 shares, representing 78.44% of thetotal issued shares and voting rights of the Company as at the date of this announcement, pursuantto Rule 14.44 of the Listing Rules, the shareholders’ approval requirement is deemed to havebeen fulfilled and the Company is not required to convene a general meeting for approving thetransaction.

GENERAL

A circular containing, among other information, further details of the Construction Works willbe despatched to the shareholders in compliance with the Listing Rules.

Pursuant to Rule 14.41 of the Listing Rules, the Company is required to despatch to theshareholders a circular in relation to the Construction Works within 15 business days after thepublication of this announcement, that is on or before June 3, 2013. The Company may not beable to despatch the circular within such period due to the time required to finalize the MainContract and to prepare the relevant financial and other information to be included in the circularunder the Listing Rules, in which case the Company shall make a further announcement of anyexpected delay in despatch of the circular in due course.

BACKGROUND

MGMGP, a principal subsidiary of the Company, has been granted 71,833 m2 of land located in theCotai reclaimed land, adjacent to the Avenida da Nave Desportiva, Macau with effect from January9, 2013 for an initial term of 25 years by the Macau government. The Group’s plan is to build acasino gaming resort with a unique MGM experience which has approximately 500 gaming tables,2,500 slot machines (subject to the obtaining of applicable licenses from licensing authorities) and1,600 hotel rooms.

MGMGP underwent a public tendering process beginning from October 2012 to invite contractorsinterested in the construction of the Cotai Project to make a tender. A total of four (4) qualifiedcontractors, all of whom are independent third parties, submitted their tenders. The Company assessedthe contractors according to a number of factors, including but not limited to, detailed pricingdocuments submitted, proposed delivery schedule, experience, technical expertise, constructionmeans and methods specific to the project, reputation and market position of the contractors, andthe expected quality of the construction works. On the basis of such factors and after due andcareful consideration, on May 11, 2013, the Letter of Award was issued by MGMGP to CSC andaccepted by CSC, relating to the award of the Main Contract for the Cotai Project and the appointmentof a main contractor for the construction works of the Cotai Project. A formal main contractincorporating the Letter of Award and also setting out further terms and conditions to be agreed bythe relevant parties to the Letter of Award shall be entered within 30 days from the signing of theLetter of Award.

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PRINCIPAL TERMS OF THE LETTER OF AWARD

The principal terms of the Letter of Award are as follows:

Date: May 11, 2013

Parties: (1) MGMGP, as the Employer of the Cotai Project

(2) CSC, as the Main Contractor of the Cotai Project

To the best of the Directors’ knowledge, information and beliefhaving made all reasonable enquiries, the Main Contractor andits ultimate beneficial owners are third parties independent ofthe Company and its connected persons (as defined under theListing Rules).

Commencement date: Anticipated to be on or around January 2014. The ConstructionWorks shall be commenced within seven (7) days from the dateof issue of a written notification from MGMGP’s representativeto CSC.

Expected date of completion: By April 2016 or within any extended time which may beauthorized under the conditions of the Main Contract

Estimated gross floor area: Approximately 391,750 square meters

Scope of construction: The construction of a development complex at Cotai in Macaucomprising hotel towers, casino gaming, entertainment venues,retail spaces and parking.

The scope of Construction Works shall include (a) basementconstruction, (b) substructure work, (c) structural andarchitectural works, (d) facades, (e) interior and exterior finishes,and fit-out, (f) mechanical, electrical and plumbing installations,(g) external landscaping work, and (h) underground drainage andutilities services works.

Contract Sum: MOP10,799,411,598.60 (approximately HK$10.5 billion, orapproximately US$1.35 billion) to be settled by MGMGP in cash/cash equivalents on a monthly basis paid for certified workscompleted in accordance with the Main Contract. The ContractSum will be partly financed by internal resources of the Groupand partly by bank loans and facilities.

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CONTRACT SUM AND PAYMENT TERMS

The Contract Sum, MOP10,799,411,598.60 (approximately HK$10.5 billion or approximatelyUS$1.35 billion), was determined with reference to the expected scope and complexity of theConstruction Works to be carried out, the material costs and labour costs estimated to be incurredand the prevailing market prices for carrying out the Construction Works of comparable scale andcomplexity. The actual consideration payable by MGMGP is subject to final determination basedon actual works completed and any adjustment factors pursuant to the terms of the Main Contract.

The Contract Sum will be paid by MGMGP to CSC in cash/cash equivalents on a monthly basis inaccordance with certified works completed and in accordance with contract terms. Subject to CSC’sachievement and/or betterment of certain particular milestones as identified in the Main Contract,MGMGP shall pay an incentive payment to the CSC in accordance with the Main Contract.

MGMGP will retain 10% from the interim payment as retention money but subject to a maximumlimit of 5% of the Contract Sum. The retention money will be released to CSC in two installmentsin the following manner:

• 50% of the retention money shall be released upon the issuance of the certificate of practicalcompletion; and

• the remaining 50% of the retention money shall be released on expiration of the defectsliabilities period, or upon the issuance of the certificate of completion of making good defectswhen the defects are made good by the CSC, whichever is the later.

Should CSC fail to achieve any of the critical milestones, MGMGP may impose liquidated andascertained damages for the period which the Construction Works of the critical milestones shall soremain incomplete pursuant to the terms of the Main Contract. The accumulated liquidated andascertained damages are subject to a limit of MOP 50,000,000 for the whole of the Main Contract.

PERFORMANCE GUARANTEE

Upon commencement of the Construction Works on the Cotai Site, CSC shall procure a suretybond from an insurance company or a bank or deposit taking company based on 5% of the ContractSum, guaranteeing the due performance of the Main Contractor. The surety bond is provided infavour of MGMGP. One half of the bonded sum shall be released upon achievement of the practicalcompletion of the Construction Works. The remaining bonded sum shall be released upon theexpiration of the defects liability period or until the satisfactory completion of making good of thedefects of the Construction Works (if any), whichever is the later.

RESPONSIBILITIES OF THE MAIN CONTRACTOR

The Main Contractor shall complete the Construction Works pursuant to the Main Contract and beresponsible for any repair work during the post-completion maintenance period and assistingMGMGP in applying for all the necessary approvals from relevant authorities.

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REASON FOR AND BENEFITS OF THE LETTER OF AWARD

Taking into consideration the tender prices submitted by various contractors during a competitivetender process and the opinion of an independent consultant and given the expertise of the MainContractor in similar construction projects, the Group believes that it is in the best interests of theGroup to engage the Main Contractor for the Cotai Project. The terms and conditions of the Letterof Award have been negotiated among the parties involved on an arm’s length basis in consultationwith an appointed quantity surveyor /an independent consultant as being reasonable and accordingto the market norm.

The Cotai Project will be the major business development for the Group in the coming three years.Upon completion, the Cotai Project will be run and managed by MGMGP. The entering into of theLetter of Award and eventually the Main Contract with the Main Contractor is for the constructionof the Cotai Project, which will generate a new source of income for the Group. This transactionhas no immediate financial impact on the Group’s earnings, net assets and liabilities. The Boardbelieves that the construction of the Cotai Project will facilitate the growth of the Group’s businessand will have a positive impact on the earnings and assets of the Group in the medium and long run.

The Directors (including all the independent non-executive directors) consider that the terms andconditions of the Letter of Award including the Contract Sum are on normal commercial terms, fairand reasonable and in the interests of the Company and its shareholders as a whole.

None of the directors has any material interest in the Letter of Award. Accordingly, none of them isrequired to abstain from voting on the board resolutions for considering and approving the transaction.

INFORMATION ON THE COMPANY AND THE MAIN CONTRACTOR

The Company, through its principal subsidiary, MGMGP, engages in the development and operationof casino games of chance and other casino games, where permitted by applicable laws, and therelated hotel and resort facilities in Macau and/or in other parts of Asia.

CSC, the Main Contractor, is principally engaged in building construction and civil engineeringworks. It has extensive experience in the construction business in both public and private sectors.CSC has previously undertaken and completed the main contract works for the construction ofvarious major developments in Hong Kong and Macau.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios calculated under the Listing Rules in respect of the Letter ofAward exceed 25% but less than 100%, the transaction constitutes a major transaction of the Companyand therefore is subject to the notification, publication and shareholders’ approval requirementsunder Chapter 14 of the Listing Rules.

As no shareholder is required to abstain from voting if the Company were to convene a generalmeeting for approving the appointment of the Main Contactor for the Construction Works, and asthe Company has obtained written approval of the transaction from MGM Resorts InternationalHoldings, Ltd and Ms Pansy Catilina Chiu King Ho, which together with their associates and partiesacting in concert hold an aggregate of 2,980,661,201 shares, representing 78.44% of the total issuedshares and voting rights of the Company as at the date of this announcement, pursuant to Rule14.44 of the Listing Rules, the shareholders’ approval requirement is deemed to have been fulfilledand the Company is not required to convene a general meeting for approving the transaction.

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GENERAL

A circular containing, among other information, further details of the Construction Works will bedespatched to the shareholders in compliance with the Listing Rules.

Pursuant to Rule 14.41 of the Listing Rules, the Company is required to despatch to the shareholdersa circular in relation to the Construction Works within 15 business days after the publication of thisannouncement, that is on or before June 3, 2013. The Company may not be able to despatch thecircular within such period due to the time required to finalize the Main Contract and to prepare therelevant financial and other information to be included in the circular under the Listing Rules, inwhich case the Company shall make a further announcement of any expected delay in despatch ofthe circular in due course.

DEFINITIONS

In this announcement, unless otherwise indicated in the context, the following expressions have themeanings set out below:

“Board” the board of Directors of the Company

“Company”, “our”, “we” MGM China Holdings Limited, a company incorporated in theor “MGM China” Cayman Islands on July 2, 2010 as an exempted company with

limited liability

“Construction Works” the construction works for the Cotai Project contemplated underthe Letter of Award and the Main Contract

“Cotai Project” the construction of a development complex with a unique MGMexperience at Cotai in Macau comprising hotel towers, casinogaming, retail spaces and parking

“Cotai Site” the plot of land located in the Cotai reclaimed land, adjacent tothe Avenida da Nave Desportiva, Macau, granted by the Macaugovernment under the land concession contract

“CSC” or “the Main China State Construction Engineering (Hong Kong) Ltd andContractor” China Construction Engineering (Macau) Company Limited

“Director(s)” the director(s) of the Company

“Group”, “we”, “us” or “our” our Company and its subsidiaries, or any of them, and thebusinesses carried on by such subsidiaries, except where thecontext makes it clear that the reference is only to the Companyitself and not to the Group

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’sRepublic of China

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“Listing Rules” The Rules Governing the Listing of Securities on The Hong KongStock Exchange (as amended from time to time)

“Macau” the Macau Special Administrative Region of the People’sRepublic of China

“Main Contract” a formal main contract to be entered within 30 days from thesigning of the Letter of Award incorporating the Letter of Awardand also setting out further terms and conditions to be agreed bythe relevant parties to the Letter of Award

“MGMGP” or “the Employer” MGM Grand Paradise Ltd

“MOP” Macau Patacas, the lawful currency of Macau

“US$” United States dollars, the lawful currency of the United Statesof America

“%” per cent

By Order of the BoardMGM China Holdings Limited

Antonio MENANOJoint Company Secretary

Hong Kong, May 13, 2013

As at the date of this announcement, our directors are Pansy Catilina Chiu King HO, James JosephMURREN, Chen Yau WONG, William Joseph HORNBUCKLE and Grant R. BOWIE as executivedirectors, William M. SCOTT IV, Daniel J. D’ARRIGO and Kenneth A. ROSEVEAR as non-executivedirectors and Zhe SUN, Tommei Mei Kuen TONG, Sze Wan Patricia LAM and Peter Man Kong,WONG as independent non-executive directors.