SANDS CHINA : Continuing Connected Transactions - Renewal of Shared Services Agreement

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金沙中國有限公司

(Incorporated in the Cayman Islands with limited liability)

This announcement is made pursuant to Rule 14A.54 of the Listing Rules.
On December 12, 2014, the Company and LVS entered into the Renewal Agreement to renew the Shared Services Agreement for a term of three years commencing on January 1, 2015 and ending on December 31, 2017.
As LVS is a controlling shareholder of the Company and hence a connected person of the Company under the Listing Rules, the transactions under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement) constitute continuing connected transactions of the Company subject to Chapter 14A of the Listing Rules.
The Joint International Marketing and Retail Leasing, Management and Marketing Services under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement) is subject to the reporting, announcement and annual review requirements set out in Chapter 14A of the Listing Rules.

This announcement is made pursuant to Rule 14A.54 of the Listing Rules.
As disclosed in the Prospectus and the Company's announcement dated November 10, 2010, the Company and LVS entered into the Shared Services Agreement in respect of the provision of certain products and services by the LVS Group to the Group or by the Group to the LVS Group for a term commencing on the date on which the shares in the Company were listed on the Main Board of the Stock Exchange (being November 30, 2009) and ending on December 31, 2011. As disclosed in the Company's announcement dated December 21, 2011, the Shared Services Agreement was renewed pursuant to a renewal agreement dated December 21, 2011 for a term of three years commencing on January 1, 2012 and ending on December 31, 2014. As further disclosed in the Company's announcement dated November 5, 2013, the Shared Services Agreement was further amended pursuant to an amendment agreement dated November 5, 2013.

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On December 12, 2014, the Company and LVS entered into the Renewal Agreement to renew the Shared Services Agreement for a further term of three years commencing on January 1, 2015 and ending on December 31, 2017.
As disclosed in the Prospectus, certain service arrangements with members of the LVS Group will be assimilated to the Shared Services Agreement by means of an implementation agreement. It is also envisaged that from time to time, and as required, an implementation agreement for a particular type of product or service will be entered into between the LVS Group and members of the Group under which the LVS Group provides the relevant products or services to the Group or vice versa. The term of any implementation agreement shall not exceed the current term of the Shared Services Agreement (as renewed pursuant to the Renewal Agreement).
As LVS is a controlling shareholder of the Company and hence a connected person of the Company under the Listing Rules, the transactions under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement) constitute continuing connected transactions of the Company subject to Chapter 14A of the Listing Rules.

Under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement), the LVS Group agreed to provide to the Group joint international marketing services targeting VIP players and premium players who wish to patronize our Group's properties in addition to those of the LVS Group, and retail leasing, management and marketing services relating to the retail malls owned or operated by the Group (including hotel, convention, exhibition, meetings and entertainment sales, marketing and public relations services) (the "Joint International Marketing and Retail Leasing, Management and Marketing Services"). The amounts payable by the Group under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement) for the Joint International Marketing and Retail Leasing, Management and Marketing Services are calculated on a cost basis.
Pursuant to the Renewal Agreement, the annual caps set for the Joint International Marketing and Retail Leasing, Management and Marketing Services to be provided by the LVS Group to the Group for each of the three years ending December 31, 2017 are US$22.7 million, US$25.8 million and US$28.3 million respectively. The annual caps are determined by reference to the historical figures related to such services.
As, based on the annual caps, one or more of the relevant percentage ratios in relation to the Joint
International Marketing and Retail Leasing, Management and Marketing Services are more than
0.1% but less than 5%, the Company is required to comply with the reporting, announcement and annual review requirements of Chapter 14A of the Listing Rules in respect of continuing connected transactions.

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Under the Shared Services Agreement (as renewed pursuant to the Renewal Agreement), the LVS Group and our Group agreed to provide various other services to each other (including procurement consultancy services, transportation and related research, logistics and technical services and administrative and logistics services) and our Group agreed to provide to the LVS Group certain design, development, construction and pre-opening consultancy services (the "De Minimis Transactions").
As the relevant percentage ratios in relation to the services provided under the De Minimis Transactions are less than 0.1%, the Company is exempt from the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules in respect of such services.

The Shared Services Agreement (as renewed pursuant to the Renewal Agreement) regulates the relationship of the Group and the LVS Group with respect to the provision of the shared services between the Group and the LVS Group. The current term of the Shared Services Agreement will expire on December 31, 2014. The reason for entering into the Renewal Agreement is to renew the term of the Shared Services Agreement for a period of three years ending on December 31, 2017 and to expand the scope of the services in line with the growth of the Company's separate business units.
The Directors (including all of the independent non-executive Directors) are of the view that the terms of the Renewal Agreement are on normal commercial terms, in the usual and ordinary course of business of the Group and fair and reasonable and in the interest of the Company and its shareholders of the Company as a whole. As each of Mr. Sheldon Gary Adelson, Mr. Michael Alan Leven, Mr. Charles Daniel Forman and Mr. Robert Glen Goldstein are directors and/or officers of LVS, they have each abstained from voting on the relevant Directors' resolutions approving the Renewal Agreement.

The principal activity of the Group is the development and operation of integrated resorts in the Macao Special Administrative Region of China, which contain not only gaming areas but also meeting space, convention and exhibition halls, retail and dining areas and entertainment venues.

LVS is a controlling shareholder of the Company. It is the leading global developer of destination properties (integrated resorts) that feature premium accommodations, world-class gaming and entertainment, convention and exhibition facilities, celebrity chef restaurants, and other amenities.

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In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Board" means the board of Directors of the Company.
"Company" means Sands China Ltd., a company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange.
"connected person" has the meaning given to it under the Listing Rules. "controlling shareholder" has the meaning given to it under the Listing Rules. "Directors" means the directors of the Company.
"Group" means the Company and its subsidiaries.
"Listing Rules" means the Rules Governing the Listing of Securities on the Stock
Exchange.
"LVS" means Las Vegas Sands Corp., a company incorporated in Nevada, the United States of America in August 2004 and the common stock of which is listed on the New York Stock Exchange.
"LVS Group" means LVS and its subsidiaries (excluding the Group). "Prospectus" means the prospectus of the Company dated November 16, 2009. "Renewal Agreement" means the renewal agreement entered into between the Company
and LVS dated December 12, 2014.
"Shared Services Agreement" means the shared services agreement entered into between the Company and LVS dated November 8, 2009 in respect of the provision of certain products and services by the LVS Group to the Group or the Group to the LVS Group (as amended and renewed from time to time).

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"Stock Exchange" means The Stock Exchange of Hong Kong Limited.
"US$" means United States dollars, the lawful currency of the United
States of America.
By order of the Board

Macao, December 12, 2014
As at the date of this announcement, the directors of the Company are:

Executive Directors: Edward Matthew Tracy Toh Hup Hock

Non-Executive Directors:

Sheldon Gary Adelson
Michael Alan Leven (David Alec Andrew Fleming as his alternate)
Charles Daniel Forman
Robert Glen Goldstein

Independent Non-Executive Directors:

Iain Ferguson Bruce
Chiang Yun
David Muir Turnbull
Victor Patrick Hoog Antink
Steven Zygmunt Strasser

This announcement is prepared in English and Chinese. In case of inconsistency, please refer to the English version as it shall prevail.

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