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MGM China Holdings Ltd. : Change of Joint Company Secretary

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06/11/2013 | 03:41am CEST

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

MGM CHINA HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2282)

CHANGE OF JOINT COMPANY SECRETARY

The Board announces the resignation of Ms. Yeung as a joint company secretary with effect from
June 11, 2013.
The Board further announces the appointment of Ms. Lam as the new joint company secretary with effect from June 11, 2013.

RESIGNATION OF JOINT COMPANY SECRETARY

The board (the "Board") of directors (the "Directors") of MGM China Holdings Limited (the "Company") announces the resignation of Ms. Yeung Yee Har ("Ms. Yeung") as a joint company secretary of the Company with effect from June 11, 2013.
Ms. Yeung confirmed that there is no disagreement between her and the Board and there is no matter relating to her resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

APPOINTMENT OF NEW JOINT COMPANY SECRETARY

Following the resignation of Ms. Yeung, the Board is pleased to announce the appointment of Ms. Lam Wai Yan ("Ms. Lam") as a new joint company secretary of the Company with effect from June 11, 2013. Ms. Lam will assist Mr. Antonio Jose Ferreira de Castro dos Santos Menano ("Mr. Menano"), the other joint company secretary of the Company, in discharge of his duties and in gaining the relevant experience required under Rules 3.28 and 8.17 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Upon such appointment, Ms. Lam together with Mr. Menano will be joint company secretaries of the Company.
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Ms. Lam is a solicitor in Hong Kong. She holds a Bachelor of Business Administration (Law) Degree, a Bachelor of Laws Degree and a Postgraduate Certificate in Laws from the University of Hong Kong. She is a member of the Law Society of Hong Kong and has experience in corporate finance and compliance matters for listed companies in Hong Kong. Ms. Lam meets the requirements under Rules 3.28 and 8.17 of the Listing Rules in respect of a company secretary.
Reference is made to the wavier granted by the Stock Exchange to the Company dated May 17,
2011 from strict compliance with the then Rule 8.17 of the Listing Rules for an initial period of three years from the date of listing of the Company on the Stock Exchange (i.e. June 3, 2011) on condition that, among other things, the Company engages Ms. Yeung, who possesses the requisite qualifications under the then Rule 8.17(2) of the Listing Rules, as a joint secretary of the Company, to assist Mr. Menano, being the other joint company secretary of the Company, in discharge of his duties as a company secretary and in acquiring the relevant experience as required under the then Rule 8.17(3) of the Listing Rules (the "Original Waiver"). The Original Waiver has been revoked upon the resignation of Ms. Yeung.
The Company has made an application to the Stock Exchange and the Stock Exchange has granted a new waiver to the Company from strict compliance with Rules 3.28 and 8.17 of the Listing Rules for a period from June 11, 2013 to June 2, 2014 (the remaining period of the Original Waiver) in relation to the eligibility of Mr. Menano to act as the joint company secretary, on the condition that, among other things, Mr. Menano will be assisted by Ms. Lam during the new waiver period. The new waiver will be revoked immediately when Ms. Lam ceases to provide assistance to Mr. Menano.
The Board would like to express its sincere appreciation to Ms. Yeung for her invaluable contribution to the Company during the tenure of her service and also extend its welcome to Ms. Lam on her appointment.
By Order of the Board MGM China Holdings Limited Antonio MENANO

Joint Company Secretary

Hong Kong, June 11, 2013

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

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