EX-10.27 6 a2088833zex-10_27.htm EXHIBIT 10.27
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Exhibit 10.27

DECLARATION

I, LAM Shing Ming ([Chinese characters]), male, holder of Hong Kong Identity Card No. G085965(5), of Diners Professional Translation Services, 13C, Right Emperor Commercial Building, 122-126 Wellington St., Central, Hong Kong, solemnly and sincerely declare that:

1. I am conversant with the Chinese and English languages.

2. I received my "Master of Arts in Translation" degree from the Chinese University of Hong Kong in 1996.

3. I have had experience in translating legal documents from Chinese into English for over 10 years.

4. I hereby certify that the 64-page document hereto attached and marked Exhibit "A" and entitled "Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region" is a true, correct and complete English translation of the 54-page Chinese document hereto attached and marked Exhibit "B" and entitled "[Chinese characters]".

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the Oaths and Declarations Ordinance.

Declared at the American Consulate General		)
Hong Kong, 26 Garden Road, Central,		)
Hong Kong this 30th day of August, 2002.		)
		/s/ LAM, SHING MING Signature of Declarant LAM, Shing Ming

	Consulate General of the	)
before me,	United States of America	) SS:
	at Hong Kong	)

Subscribed and sworn to before me this 30^th day of August, 2002 by LAM Shing Ming.

		/s/ MARISA L. PLOWDEN Marisa L. Plowden, Vice Consul

Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region

On the 24th day of June, 2002, in the Headquarters of the Government of the Macao Special Administrative Region in Avenida da Praia Grande, Macau, due to the absence of the Special Notary Public of the Finance Services Bureau, I, Choo Yick Chong (transliteration), Senior Technician II of the Legal Assistance Centre of the said Bureau, have been appointed to be the Substitute Special Notary Public pursuant to the provisions of Order Number 216/2000 of the Chief Executive dated 8th November. The following Parties to this Contract were in front of me:


Party A:		The Macao Special Administrative Region, represented by the Chief Executive Edmund Ho; Edmund Ho, married, business address at the Government Headquarters, Avenida da Praia Grande, Macau. I have, pursuant to the provisions of Article 45 of the Basic Law of the Macao Special Administrative Region, verified his capacity and authority.

Party B:		Wynn Resorts (Macau) Limited, with headquarters at Avenida da Amizade, número 918, edificio "World Trade Centre", 8.° andar "C" Macau, whose Registration Number at the Business and Automobile Registration Bureau is 14917, is represented by STEPHEN ALAN WYNN, a member of its administration and management organ. STEPHEN ALAN WYNN is married and resides at One Shadow Creek Drive, North Las Vegas, Nevada, United States of America. By relying on an identification document issued by the said Registration Bureau, I have verified his eligibility and authority and filed the same.

The identity of Party A has been verified as I am personally acquainted with him. The identity of Party A has been verified by me on the basis of the Passport No. 055142925 presented by him and issued on 20^th January 1998 by the San Francisco Passport Agency Office of the United States.

Party A declares in its aforesaid capacity that:

By the Order No. 217/2001 of the Chief Executive, the process of open and public tenders for the (three) concession licenses for operating casino gamings or other forms of gaming operations was launched.


(Stamp)		[This is the exhibit marked A referred to in the Declaration of LAM Shing Ming declared before me on 30 August 2002.]

The process of open and public tenders for the (three) concession licenses for casino gamings or other forms of gaming operations was launched following the act of opening' the tenders. The act of opening the tenders was divided into two stages—the stage of opening the various sealed envelopes on which the word "Documents" was specified and the stage of opening the various sealed envelopes on which the word "Tender" was specified. Following that, a consultation stage was carried out during which the tenders "were introduced and reviewed. The process of open and public tenders was completed after a expository report has been prepared. Based on that report, the Chief Executive has announced the award of the provisional concessionaires for the concession licenses for operating casino gamings or other forms of gaming operations which were made available for public tenders.

By the Order No. 26/2002 of the Chief Executive, one of the Concession Licenses for Casino Gamings or Other Forms of Gaming Operations which were made available for public tenders was granted to Wynn Resorts (Macau) Limited, which became one of the provisional concessionaires (hereinafter referred to as the "Concessionaire");

Pursuant to the provisions of Clause 1 of Article 84 of the Administrative Regulation No. 26/2001, the Concessionaire has provided the security deposit for guaranteeing the Concessionaire's performance of its statutory obligations or contractual obligations:

Pursuant to the provisions of Clause 5 of Article 82 of the Administrative Regulation No. 26/2001, the Concessionaire has proved to the Commission for the First Public Tender to Grant Concessions to Operate Casino Games of Chance that it has paid in full in cash the company capital in the sum of not less than 200 million patacas, and that the company capital has already been deposited with a branch or subsidiary of a local credit agency or of a credit agency which has been approved for operating in the Macao Special Administrative Region;

The Concessionaire has agreed to this Draft Concession Contract for Operating Casino Gamings or Other Forms of Gaming in the Macao Special Administrative Region;

The Concessionaire, shareholders holding 5% or over 5% of the company capital of the Concessionaire, and the directors of the Concessionaire have submitted to the procedures which determine whether they possess the proper qualifications. Such procedures were completed after the said report has been prepared. The report indicated that those entities possess the proper qualifications;

The Concessionaire has already submitted to the procedures which determine whether it possesses the financial capability to operate the Concession License for Casino Gamings or Other Forms of Gaming Operations. Such procedures were completed after the said report has been prepared. The report indicated that the Concessionaire possesses the proper financial capability;

By the Order No. 142/2002 of the Chief Executive, one of the Concession Licenses for Operating Casino Gamings or Other Forms of Gaming, which were available for public tenders, has been granted to Wynn Resorts (Macau) Limited.

Both Parties declare in their aforesaid capacities that, after the consultations between both Parties, they agree to enter into this Administrative Contract for The Concession License for Casino Gamings or Other Forms of Gaming Operations. This Administrative Contract shall be governed by the following regulations.

Chapter 1
Subject, Type, and Term of Concession

Article 1
Subject of Concession

1.

The subject of concession of this Concession Contract is the operation of casino gamings or other forms of gaming in the Macao Special Administrative Region of the People's Republic of China (hereinafter referred to as the "Macao Special Administrative Region" or "Concession Licensor").

2.

The Concession does not cover the operation of the following gaming activities:

(1): Mutual Gaming;
(2): Gaming activities provided to the public; nevertheless, the applicability of the provisions of Clause 7 of Article 3 of Law No. 16/2001 shall not be obstructed;
(3): Interactive Gaming;
(4): Gaming or any other forms of gaming, betting, or gaming business conducted in a vessel or aircraft; nevertheless, the applicability of the provisions of Clause 3.1 and Clause 4 of Article 5 of Law No. 16/2001 shall not be obstructed.

Article 2
Object of Concession

The Concessionaire shall have the following obligations:

(1): To ensure the proper operation and running of casino gamings or other forms of gaming;
(2): In the operation and running of casino gamings or other forms of gaming, only persons who possess the proper qualifications to hold such positions and assume such responsibilities shall be employed;
(3): To operate and run casino gamings or other forms of gaming, in a manner which is. fair, honest, and free of the influence of criminal activities;
(4): To maintain and protect the interests of the Macao Special Administrative Region in receiving taxes originating from the operation of the Concessionaire's casinos and other gaming zones.

Article 3
Applicable Laws and Competent Courts

1.: This Concession shall only be bound by the-laws of the Macao Special Administrative Region.
2.: The Concessionaire accepts and submits itself to the exclusive jurisdiction of the Courts of the Macao Special Administrative Region in the ruling of any disputes or conflicts of interests which may arise. Therefore, it waives its right to institute legal proceedings with any court in any area outside the Macao Special Administrative Region.

Article 4
Abiding by the Laws of the Macao Special Administrative Region

The Concessionaire shall abide by the applicable laws of the Macao Special Administrative Region and give up adducing the laws of a place outside the Macao Special Administrative Region, particularly for the purpose of exempting the performance of obligations or acts which it must perform or which are imposed on it.

Article 5
Participation in the Operation of Casino Gamings or Other Forms of Gaming in Other Jurisdictions

1.: If the Concessionaire participates in the procedures of granting licenses or concessions and the operation of casino gamings or other forms of gaming, as well as the operation of casino gamings or other forms of gaming in any other jurisdiction, including the participation merely through a management contract, it shall inform the Government of the Macao Special Administrative Region (hereinafter referred to as the "Government") of such a fact. If the Concessionaire is aware that any of its directors, any of its controlling shareholders, including the ultimate controlling shareholder, or if any one who directly or indirectly holds 10% or over 10% of the company capital of the Concessionaire bias participated in tie. same as mentioned above, it shall also inform the Government immediately.
2.: For the applicability of the provisions of the aforesaid clause, the Concessionaire shall, based on the specific circumstances, provide the Government with all the documents, materials or information so requested; or it shall take measures to obtain the aforesaid documents, materials or information which are required to be provided to the Government. However, documents, materials or information which are confidential pursuant to the provisions of law shall be excepted.

Article 6
The Concessionary System

The concessionary system is composed of a legal framework, and such a legal framework includes the legal system governing the operation of casino gamings or other forms of gaming adopted in Law No. 16/2001, Administrative Regulation No. 26/2001, Rules for the Implementation of Gaming, particularly the rules stated in Article 55 of Law No. 16/2001, other complementary regulations to Law No. 16/2001, and this Concession Contract.

Article 7
Operation of Business in Concession

The Concessionaire shall operate the business in concession pursuant to the provisions and conditions set forth in this Concession Contract.

Article 8
Term of Concession

1.: The duration of this Concession Contract shall be 20 years, commencing from 27^th June 2002 until 26^th June 2022.
2.: The aforesaid provisions shall not obstruct the applicability of those terms in this Concession Contract which are still effective even after the expiry of the Term of Concession.

Chapter 2
Places for the Operation and Running of Casinos and Other Gaming Zones

Article 9
Premises for Operating the Business in Concession

1.: In carrying on its business, the Concessionaire can only operate casino gamings or other forms of gaming in those casinos and other gaming zones which have been pre-approved and classified by the Government.
2.: The re-assigned usage of any other premises which are for the operation of the business in concession shall be subject to the approval of the Government.

Article 10
Gaming Types, Gaming Tables, and Electrical or Mechanical Gaming Machines

1.: The Concessionaire is licensed to operate all those forms of gaming referred to in Clause 3 of Article 3 of Law No. 16/2001, as well as other forms of gaming allowed pursuant to the provisions of Clauses 4 and 5 of the same Article. The Concessionaire is also allowed to operate any electrical or mechanical gaming machines, including "slot machines", pursuant to the provisions of laws.
2.: In December of each year, the Concessionaire shall submit to the Gambling Inspection and Coordination Bureau a list which specifies the quantities and locations of gaming tables and electrical or mechanical gaming machines, including "slot machines", which the Concessionaire intends to operate in the following year.
3.: The quantities and locations of gaming tables and electrical or mechanical gaming machines, including "slot machines" operated by the Concessionaire, may be changed by means of giving advance notice to the Gambling Inspection and Coordination Bureau.

Article 11
Continuous Operation of Casinos

1.: The Concessionaire shall open the casinos every day and every year.
2.: The, Concessionaire may set the daily hours during which the casinos and the activities carrying on therein are opened to the public; nevertheless, the applicability of the preceding clause shall not be obstructed.
3.: The Government shall be given advance notice regarding the daily hours during which the casinos and the activities carrying on therein are opened to the public, and the same shall also be posted at the entrance of the casinos.
4.: If the daily hours during which the casinos and the activities carrying on therein are opened to the public are to be changed, the Government shall be given at least 3-day advance notice.

Article 12
Temporary Suspensions of the Operation of Casinos and Other Gaming Zones

1.: If the Concessionaire intends to temporarily suspend the operation of one or more casinos and other gaming zones at a certain period of time on one or more days, it shall request the Government's approval by submitting an expository application at least 3 days in advance.
2.: In the event of emergencies or force majeure, particularly when life-threatening situations such as serious accidents, disasters or natural disasters occur, the approval mentioned in the preceding clause shall be exempted. In these circumstances, the Concessionaire shall inform the Government of the temporary suspension of the operation of casinos and other gaming zones as soon as possible.

Article 13
Electronic Surveillance and Monitoring Equipment

1.: The Concessionaire shall install electronic surveillance and monitoring equipment which have been approved by the Gambling Inspection and Coordination Bureau and which are of superior international quality, in the casinos and other gaming zones. Therefore, the Concessionaire shall make an application in writing to the said Bureau. The application shall specify the equipment intended to be installed and the relevant technical specifications shall be attached thereto. Moreover, the Gambling Inspection and Coordination Bureau may request the sample machines or samples of the aforesaid equipment be provided at any time.
2.: If so requested by the Gambling Inspection and Coordination Bureau, the Concessionaire shall also install electronic surveillance and monitoring equipment approved by the Bureau in other adjoining areas of the casinos and other gaming zones, or in other areas which have access to or are adjoining to such casinos and other gaming zones.
3.: If the Gambling Inspection and Coordination Bureau makes an expository request, especially when such requests are made in order to ensure that the electronic surveillance and monitoring equipment are maintained at the superior international quality mentioned in Clause 1, the Concessionaire shall procure the installation of the new electronic surveillance and monitoring equipment approved by the Bureau.
4.: If the Concessionaire is aware of any act or fact which constitutes an offence or illegal administrative act, and any illegal act or fact which is considered serious by the Concessionaire, the same shall be reported to a competent public authority as soon as possible.

Chapter 3
The Concessionaire

Article 14
Business operated by the Company, its Location and Form

1.: The business to be operated by the Concessionaire shall be limited to the operation of casino gamings or other forms of gaming.
2.: Subject to the Government's approval, the business to be operated by the Concessionaire may include businesses that are related to casino gamings or other forms of gaming.
3.: The Concessionaire shall maintain its company address in the Macao Special Administrative Region and shall maintain its form of organisation as a limited company by shares.

Article 15
Company Capital and Shares

1.: The Concessionaire shall maintain a company capital of not less than $200 million patacas.
2.: All of the company capital of the Concessionaire shall only be shown in registered evidences which indicate shares.
3.: The increase of the Concessionaire's company capital by means of public offering shall be subject to the Government's approval.
4.: The issue of priority shares by the Concessionaire shall be subject to the Government's approval.
5.: The setting-up or issue of shares which signify the types or classes of the company capital of the Concessionaire as well as the conversion of such shares shall be subject to the Government's approval. Moreover, the applicability of the provisions of the preceding clause shall not be obstructed.
6.: The Concessionaire shall take measures so that all the company capital of those bodies corporate which hold the shares of the Concessionaire, all the company capital of those bodies corporate which hold such company capital contribution of such bodies corporate, and so forth all the way up to all the company capital of natural persons or bodies corporate which belong to the ultimate holders of the company capital contribution, are merely shown by way of registered evidences which indicate shares. However, in the case of bodies corporates which are authorized to be listed in the securities exchange, whose shares that are traded in the securities exchange shall be exempted from such restrictions.

Article 16
Transfer of Shares and Setting-Up of Encumbrances

1.: The living transfer (in whatsoever name) of or setting-up encumbrances against the title of ownership of shares which show the company capital of the Concessionaire or other rights of such shares, as well as the performing of any act which involves the conferring of the voting rights or other shareholders rights upon any person other than the original holder of such rights, shall be subject to the Government's approval.
2.: If a situation arises as indicated in the preceding clause, the Concessionaire shall in any circumstance have the obligation to refuse to make such records for any entities which obtain or hold shares showing their company capital in a way which violates this Concession Contract or provisions of the law. Moreover, the Concessionaire shall not acknowledge the shareholder capacity of the said entities and shall not perform any act which acknowledges in an express or

implied manner any effect of the living transfer or setting-up of encumbrances mentioned in the preceding clause.

3.: If a post-mortal transfer of the title of ownership of shares which show the company capital of the Concessionaire or other rights of such shares is to be carried out, the Government shall be informed as soon as possible. The Concessionaire shall meanwhile take measures to record such transfers onto its share register.
4.: After obtaining the approval mentioned in Clause 1, if the holder of the title of ownership of shares which show the company capital of the Concessionaire or if the holder of other rights of such shares transfers or sets up encumbrances against such title of ownership or rights, or if he performs any act which involves the conferring of the voting rights or other shareholders rights upon other persons, the Concessionaire shall be informed of such facts immediately. After making such records onto its share register or completing the equivalent procedures, the Concessionaire shall inform the Gambling Inspection and Coordination Bureau within 30 days thereof, and shall submit copies of documents which make such legal acts comply with the standard, and shall provide detailed information on any other provisions and conditions stipulated.
5.: The Concessionaire shall also take measures to procure the authorization of the Government on the following acts: The living transfer (in whatsoever name) of the title of ownership of the company capital contribution of the natural person or body corporate of the company capital contribution of shares which show the company capital of the Concessionaire's shareholders or other rights of such company capital contribution, the living transfer (in whatsoever name) of the title of ownership of the company capital of the natural person or body corporate of the aforesaid company capital contribution of the body corporate, and so forth all the way up to the living transfer (in whatsoever name) of the company capital of the natural person or body corporate of the ultimate holder of the company capital contribution; nevertheless, such transfers shall be limited to the direct or indirect company capital contribution of 5% or over 5% of the Concessionaire. In the case of bodies corporates which are authorized to be listed in the securities exchange, whose shares that are traded in the securities exchange shall be exempted from such restrictions.
6.: When the Concessionaire is aware of the following acts, it shall inform the Government immediately: the post-mortal transfer of the title of ownership of the company capital contribution of 5% or over 5% of the natural person or body corporate of the company capital contribution representing the holding of the company capital of the Concessionaire's shareholders, or (the post-mortal transfer of) other rights of such company capital contribution; the post-mortal transfer of 5% or over 5% of the company capital contribution of the natural person or body corporate of the company capital contribution of the aforesaid body corporate; and so forth all the way up to the post-mortal transfer of the company capital of the natural person or body corporate of the ultimate holder of the company capital contribution.
7.: When the Concessionaire is aware of the following acts, it shall inform the Government as soon as possible: the setting-up of encumbrances (in whatsoever name) against the company capital contribution which signifies the company capital of the Concessionaire shareholders; the setting-up of encumbrances (in whatsoever name) against the company capital contribution of the company capital contribution of the aforesaid shareholders, and so forth all the way up to the setting-up of encumbrances (in whatsoever name) against the company capital contribution of the company capital contribution of the ultimate holder. Nevertheless, it shall be indirectly limited to be corresponding to just 5% or over 5% of the company capital contribution of the Concessionaire's the company capital. If it is company capital contribution of the company capital of bodies corporates which are authorized to be listed in the securities exchange, whose shares that are traded in the securities exchange shall be exempted from such restrictions.

8.: The provisions of the preceding clause shall also apply to those conditions in which the performing of any act involves the conferring of the voting rights or other shareholders rights upon any person other than the original holder of such rights. In the case of bodies corporates which are authorized to be listed in the securities exchange, whose shares that are traded in the securities exchange shall be exempted from such restrictions.
9.: After proper coordinations, the provisions of Clause 4 shall be applicable to those acts of transfer (in whatsoever names) of the title of ownership of the company capital contribution referred to in Clause 5 or other rights of such company capital contribution.
10.: If one of the controlling shareholders of the Concessionaire is the concessionaire of casino gamings or has been granted a license to operate casino gaming in another jurisdiction, or it is a controlling shareholder of the concessionaire for operating casino gamings or it is a controlling shareholder of a company which has been granted a license to operate casino gaming in another jurisdiction, when it does not desire to continue to be a shareholder of the Concessionaire due to its receipt of the written instruction that it cannot continue to be a shareholder of the Concessionaire issued by the authorities which oversee the operational activities of casino gamings or other forms of gaming in that jurisdiction, if the Government considers that the said written instruction is not attributable to the acts of the Concessionaire or such controlling shareholder, then that controlling shareholder shall be authorized to transfer its capital contribution in the Concessionaire which he holds. However, if the capital contribution of such companies is acquired by a third party, it shall still be subject to the Government's approval.

Article 17
Issuance of Bonds

The issuance of bonds by the Concessionaire shall be subject to the Government's approval.

Article 18
Listing in a Securities Exchange

1.: The Concessionaire or a company whose controlling shareholder is the Concessionaire shall not be listed in a securities exchange unless otherwise approved by the Government.
2.: The Concessionaire shall also have the obligation to take measures so that the body corporate, which is a controlling shareholder of the Concessionaire and whose primary business is to directly or indirectly implement the projects stated in the Investment Plan attached to this Concession Contract, will not, without giving advance notice to the Government, apply for listing in a securities exchange or perform any acts aiming at being allowed to be listed in a securities exchange.
3.: The application for consent mentioned in Clause 1 and the advance notice mentioned in the preceding clause shall be made or given by the Concessionaire and shall be attached with all the required documents and shall not obstruct the Government from requesting the furnishing of additional documents, materials, or information.

Article 19
Structure of Shareholders and Structure of Corporate Capital

1.: In December of each year, the Concessionaire shall submit to the Government such documents which set forth the structure of the Concessionaire's shareholders, the company capital structure of the body corporate, especially a company, which holds 5% or over 5% of the company capital of the Concessionaire, as well as the structure of the company capital of the body corporate which holds 5% or over 5% of the company capital of such body corporate, and so forth all the way up

to the structure of the company capital of the natural person and body corporate who are the ultimate shareholders. Nevertheless, in the case of bodies, corporates which are, authorized to be listed in the securities exchange, whose shares that are traded in the securities exchange shall be exempted from such restrictions. Alternatively, a statement of declaration evidencing that such shareholder structure and company capital structure have not undergone any change shall be submitted.

2.: The Concessionaire shall also take measures so as to obtain statements of declaration which have been properly certified and which have been signed by every shareholder of the Concessionaire and the persons mentioned in the preceding clause. The content of such declarations shall be: they certify that they personally own the amount of company capital contribution as declared and that such company capital is name-registered, and copies of evidences showing such company capital contribution shall also be attached thereto and submitted together when submitting the most up-to-date information or statements of declaration referred to in the preceding clause.

Article 20
Prohibitions on Holding Concurrent Positions in the Company Organisation

1.: The Concessionaire shall have the obligation of not appointing individuals who hold positions in another concessionaire in the Macao Special Administrative Region, in a transferee of a concession, or in a company organisation of the management company of a concessionaire operating in the Macao Special Administrative Region, or in a management company having to do with the operations of casino gamings or other forms of gaming operations, to hold positions in its Board of Directors, Presidency of the Shareholders Meeting, Board of Supervisors or other company organisations.
2.: The Concessionaire shall inform the Government as soon as possible of such a fact whenever anyone is appointed to hold position in its Board of Directors, Presidency of the Shareholders Meeting, Board of Supervisors or other company organisations.
3.: The Government shall inform the Concessionaire of the facts relating to the appointment of anyone to hold position in the Board of Directors, Presidency of the Shareholders Meeting, Board of Supervisors or other company organisations of other Concessionaires operating in the Macao Special Administrative Region, transferees of such concessions, or management companies having to do with the operations of casino gamings or other forms of gaming operations in the Macao Special Administrative Region.

Article 21
Management

1.: The Concessionaire's delegation of management authority, including the appointment of the managing director, the scope of power of the managing director, term of authorization and any changes to the said acts of authorization, especially the changes involving the temporary substitution or definitive replacement of the managing director, shall be subject to the Government's approval. Therefore, the Concessionaire shall submit to the Government a draft of the resolutions of the Board of Directors of the Concessionaire, in which the proposal of the Concessionaire's delegation of management authority shall be stated, including the identity and particulars of the managing director, the scope of power of managing directors, term of authorization, and expositions on the substitution of the appointment of a managing director due to his lack of ability to attend to his duties for any reason, as well as any resolution on whether the substitution appointment of the managing director is a temporary substitution or permanent replacement. Before the Government gives its approval in respect of all the contents of the

delegation of management authority, the Concessionaire's delegation of management authority shall not take any effect.

2.: If the Government does not approve the content of one or more items of the delegation of authority mentioned in the preceding clause, the Concessionaire must, within 15 days of the receipt of the notice concerning the Government's disapproval, submit a new draft of the resolutions to the Government. If it is the case that the designated candidate is not accepted, the Concessionaire shall also submit the form stated in Appendix II of the Administrative Regulation No. 26/2001 which has been properly filled in by the newly designated managing director.
3.: Unless otherwise approved by the Government, the Concessionaire shall have the obligation not to make any appointment or authorization, so as to delegate on a foundation of stable relationship the powers which are within the limit of authority of the Board of Directors and which are legal acts entered into in the name of the Concessionaire and which are related to the operating enterprise. Nevertheless, the powers to perform acts which are solely of the nature of regular affairs, especially the powers to perform such acts in public authorities or public organisations, shall be exempted from these limitations.

Article 22
Articles of Association and Prospective Company Agreement

1.: Any amendments to the Concessionaire's Articles of Association shall be subject to the Government's approval.
2.: The draft of the amendments to the Concessionaire's Articles of Association shall be submitted to the Government for review and approval at least 30 days prior to the date on which the shareholders meeting for deliberating such amendments is to be convened.
3.: Within 30 days from signing the documents which serve as the evidence of any amendments to the Articles of Association, the Concessionaire shall submit copies of the certified documents to the Government.
4.: The Concessionaire shall inform the Government of any prospective company agreement which it is aware of. Therefore, in addition to other measures which may be taken or shall be taken, the Concessionaire shall also, within 15 days prior to the convention of any shareholders meeting, (or in the case of a shareholders meeting which is held before it is called for, then during the proceedings of such shareholders meeting), enquire with the shareholders to see if there is any prospective company agreement, especially prospective company agreements which are related to the exercise of voting rights or other shareholder's rights, and the Government shall be informed of the results of the aforesaid measures that have been taken.
5.: For the applicability of the provisions of the preceding clause, the Concessionaire shall, at an interval of every 6 months, enquire with the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos to see whether they are aware of any fact which may be of significance to the Concessionaire's or to their proper qualifications. Moreover, that shall not obstruct the Concessionaire from informing the Government as soon as possible when the Concessionaire is aware of any significant facts.

Article 23
Obligation to Provide Information

1.

In addition to those other obligations of providing information as stipulated by the concessionary system stated in Article 6, the Concessionaire shall also have the following obligations:

(1)

Inform the Government of any situation which may affect the normal operation of the Concessionaire as soon as possible, such as: situations concerning the Concessionaire's ability to satisfy payment or the ability of repayment; any legal proceedings which are commenced against the Concessionaire, any of its directors, any shareholder holding 5% or over 5% of its company capital or any of its key employees holding a prominent position at the casinos; any act or fact which takes place at its casinos and other gaming zones and which constitutes an offence or illegal administrative act and known by the Concessionaire; any hostile act against the Concessionaire or a position-holder of its company organisation taken by any position-holder or officer of any organisation of the public administration authorities, including the officers of the security forces and law and order department in the Macao Special Administrative Region;

(2)

Inform the Government of the following events as soon as possible: all incidents that may affect or obstruct the timely and complete performance of any of the obligations arising from this Concession Contract, all incidents that may constitute a heavy burden or great difficulty in the timely and complete performance of such obligations, or all incidents that may constitute a reason for revoking the concession pursuant to the provisions of Chapter 19;

(3)

Inform the Government of any of the following facts or matters as soon as possible:

(i): Fixed or incidental, regular or special renumeration received by the directors of the Concessionaire, financers of the company, and key employees holding prominent positions in the casinos in the form of salary, income, wages, service charge, or any other description; as well as the mechanism, if any, of the sharing of profits of the Concessionaire by the aforesaid entities;
(ii): Currently existing welfare or welfare to be established, including the way profits are distributed;
(iii): Management contracts and contracts for providing services that currently exist or suggested by the Concessionaire.

(4)

Submit certified copies of the following documents to the Government as soon as possible:

(i): Contracts or other documents which serve as the documentary evidence showing any of the renumeration or describe such renumeration stated in the preceding item (1) or;
(ii): Contracts or other documents which serve as the documentary evidence showing any of the currently existing welfare or which describe such welfare or manner to be established or the way profits are distributed;
(iii): Management contracts and contracts for providing services that currently exist or suggested by the Concessionaire.

(5)

Inform the Government as soon as possible of any imminent or foreseeable material changes to the economic and financial status of the Concessionaire and any of the following entities:

(i): Controlling shareholders of the Concessionaire;
(ii): Entities closely associated with the Concessionaire, especially those entities which undertake or guarantee to provide financing for the investments to be launched by or

obligations to be taken up by the Concessionaire pursuant to the provisions of this Contract;

(iii): Pursuant to the provisions of Item (2) of Clause 1 of Article 18 of Law No. 16/2001, shareholders holding 5% or over 5% of the company capital of the Concessionaire who undertake or guarantee to provide financing for the investments to be launched by or obligations to be taken up by the Concessionaire pursuant to the provisions of the Contract;

(6): Inform the Government as soon as possible of the fact that the average annual turnover between the Concessionaire and a third party has already reached two hundred and fifty million patacas or over two hundred and fifty million patacas;
(7): Submit documents which contain all the bank ledgers and balances of the Concessionaire to the Gambling Inspection and Coordination Bureau in January of each year;
(8): Provide supplementary or additional materials requested by the Government as soon as possible;
(9): Provide information and materials to the Gambling Inspection and Coordination Bureau and the Finance Services Bureau which are required for the smooth discharge of their own duties.

2.: The Government may stipulate that the obligations stated in items (3) and (4) in the preceding clause shall be performed once every year.

Chapter 4
Management Company

Article 24
Obligation to Give Advance Notice and Government's Approval

1.: The Concessionaire shall give the Government at least 90-day advance notice of its intent to enter into a contract with a management company.
2.: When the Concessionaire intends to enter into a contract with the management company which will enable the management company to possess the power to manage the Concessionaire, it shall make a request to the Government for approval.
3.: For the applicability of the provisions of the preceding clause, certified copies of the Articles of Association of the management company or equivalent documents and the draft of the said management contract shall be submitted by the Concessionaire together with the application requesting such approval.

Chapter 5
Proper Qualifications

Article 25
Proper Qualifications of the Concessionaire

1.: The Concessionaire shall maintain its proper qualifications during the concession term pursuant to the provisions of the law.
2.: For the applicability of the provisions of the preceding clause, the Concessionaire shall submit to the on-going and long-term inspection and monitoring of the Government according to law.
3.: The Concessionaire shall pay the fees for verifying whether it possesses the proper qualifications as soon as possible. Therefore, the Gambling Inspection and Coordination Bureau shall issue a document listing the said fees which shall become the conclusive evidence of such fees.

Article 26
Proper Qualifications of the Shareholders, Directors, and Key Employees of the Concessionaire and of the Management Company

1.: Shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos shall maintain their proper qualifications during the effective term of the concession pursuant to the provisions of the law.
2.: For the applicability of the provisions of the preceding clause, the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos shall submit themselves to the on-going and long-term inspection and monitoring of the Government according to law.
3.: The Concessionaire shall take measures so that the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos maintain proper qualifications during the effective term of the concession and are fully aware that the proper qualifications of such shareholders, directors, and key employees are reflected in the proper qualifications of the Concessionaire.
4.: The Concessionaire shall require the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos to inform the Government as soon as possible when they are aware of any fact which may be of significance to the Concessionaire's or to their proper qualifications.
5.: For the applicability of the provisions of the preceding clause, the Concessionaire shall, at an interval of every 6 months, enquire with the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos to see whether they are aware of any fact which may be of significance to the Concessionaire's or to their proper qualifications. Moreover, that shall not obstruct the Concessionaire from informing the Government as soon as possible when the Concessionaire is aware of any significant facts.
6.: If the Concessionaire is aware of any facts which may be of significance to the proper qualifications of the shareholders holding 5% or over 5% of the Concessionaire's company capital, the Concessionaire's directors, and key employees holding prominent positions at the casinos, it shall inform the Government as soon as possible.
7.: The Concessionaire shall take measures so that the management company with whom contracts are entered into, shareholders holding 5% or over 5% of the company capital of the management company, directors of the management company, and key employees holding prominent positions

at the casinos will maintain their proper qualifications during the effective term of the concession, and that they are fully aware that the proper qualifications of the management company and its shareholders, directors, and key employees are reflected in the proper qualifications of the Concessionaire.

8.: The provisions of Clause 3 of the preceding article shall be applicable to the procedures for determining whether proper qualifications are possessed by the shareholders holding 5% or over 5% of the Concessionaire's company capital, shareholders holding 5% or over 5% of the company capital of the management company, directors of the Concessionaire and management company, and key employees holding prominent positions at the casinos.

Article 27
Special Obligations for Cooperation

Apart from the general obligations for cooperation stated in Article 67, the Concessionaire shall also have the obligations to provide the Government immediately with any document, materials, or information which the Government deems necessary for, determining whether the Concessionaire has possessed proper qualifications.

Article 28
Special Obligation for Notification

1.: If the Concessionaire is aware of the termination of the license or concession for operating casino gamings or other forms of gaming in any jurisdiction held by any shareholder holding 5% or over 5% of the company capital of the Concessionaire, it shall inform the Government as soon as possible.
2.: If the Concessionaire is aware of any investigations by an organisation overseeing the operations and activities of casino gamings or other forms of gaming in another jurisdiction which are carried out in respect of some facts which may cause the said organisation to impose penalties, and suspend or influence in any manner the license or concession for operating casino gamings or other forms of gaming obtained in that jurisdiction by any shareholder holding 5% or over 5% of the company capital of the concessionaire, it shall inform the Government as soon as possible.

Chapter 6
Financial Ability and Financing

Article 29
The Concessionaire's Financial Ability

1.: The Concessionaire shall maintain its financial ability so as to operate the business in concession and to perform its obligations in any aspect relating to its business and to launch investments or assume obligations stipulated in the Contract in a timely and complete manner pursuant to the provisions of this, Concession Contract, especially pursuant to the provisions of the Investment Plan attached to this Concession Contract.
2.: For the applicability of the provisions of the preceding clause, the Concessionaire and shareholders holding 5% or over 5% of the company capital of the concessionaire shall submit to themselves the on-going and long-term inspection and monitoring of the Government according to law.
3.: The Concessionaire shall pay the fees for verifying whether the Concessionaire and shareholders holding 5% or over 5% of the company capital of the Concessionaire possess the financial ability

as soon as possible. Therefore, the Gambling Inspection and Coordination Bureau shall issue a document listing the said fees which shall become the conclusive evidence of such fees.

Article 30
Consumer Credit and Similar Contracts

1.: The Concessionaire shall have the obligation to inform the Government of the facts relating to any consumer credit which is worth over thirty million patacas and provided to a third party or any similar contracts entered into with a third party.
2.: The Concessionaire shall have the obligation not to provide its directors, shareholders, or key employees holding prominent positions in the casinos with any consumer credit and not to enter into any similar contracts with the same, unless otherwise approved by the Government.
3.: The Concessionaire shall have the obligation not to enter into any contracts with business enterpreneurs which may enable them to have the power to manage or participate in the management of the Concessionaire, including "step in rights" contracts; unless otherwise approved by the Government.

Article 31
Bearing of Risks

1.: The Concessionaire expressly indicates that it shall bear all the liabilities, and shall solely bear such responsibilities, in respect of all the inherent risks and the risks related to the Concessionaire's financial ability and financing; nevertheless, the applicability of the provisions of Articles 40 and 75 of this Concession Contract shall not be obstructed;
2.: The Concession Licensor shall not bear any obligation or assume any responsibility or risk in respect of the financing of the Concessionaire.

Article 32
Obtaining Financing

1.: The Concessionaire shall obtain the required financing so as to perform its obligations in any aspect relating to its business and to launch investments or assume obligations stipulated in this Contract in a timely and complete manner pursuant to the provisions of this Concession Contract, especially pursuant to the provisions of the Investment Plan attached to this Concession Contract.
2.: Any contest or defense method arising from the establishment of a contractual relationship between the Concessionaire and a third party, including the entity providing the financing and the Concessionaire's shareholders, for the obtaining of the financing mentioned in the preceding clause, shall not be used against the Concession Licensor.

Article 33
Statutory Reserve

The Concessionaire shall maintain a reserve as required by law.

Article 34
Special Obligations for Cooperation

1.: Apart from the general obligations for cooperation stated in Article 67, the Concessionaire shall also have the obligation to provide the Government immediately with any document, materials, or information which the Government deems necessary for determining whether the Concessionaire has maintained its proper financial ability.

2.: If the value involved is equivalent to or over eight million Patacas, the Concessionaire shall inform the Government as soon as possible of any such consumer credit, pledge, announcement of liabilities, guarantee, or any other liabilities assumed or to be assumed in order to secure the provision of financing for the Concessionaire's business in whatsoever aspect.
3.: The Concessionaire shall submit to the Government as soon as possible certified copies of those documents relating to any consumer credit, pledge, announcement of liabilities, guarantee, or any other liabilities assumed or to be assumed in order to secure the provision of financing for the Concessionaire's business in whatsoever aspect.
4.: The Concessionaire shall take measures so as to obtain and to submit to the Government a statement of declaration signed by every controlling shareholder of the Concessionaire, including the ultimate controlling shareholders, whose content is they agree to be bound by the aforesaid special obligations for cooperation. Therefore, at the request of the Government, they shall provide all the documents, materials, information or evidence, and shall give any permission.

Chapter 7
Investment Plan

Article 35
Investment Plan

1.

The Concessionaire shall implement the Investment Plan as provided in the Investment Plan attached to this Concession Contract.

2.

The Concessionaire shall have the following obligations, particularly to:

(1): use the labor force of quality in all the projects;
(2): when any enterprise is to be engaged or any worker is to be employed in the implementation of any project stated in the Investment Plan attached hereto, an enterprise which has been engaged in business in the Macao Special Administrative Region for a long time or a local enterprise or a worker in the Macao Special Administrative Region shall be engaged or employed in priority;
(3): in the formulation of any engineering projects in relation to any project stated in the Investment Plan attached hereto, observe the current technical specifications and technical regulations of the Macao Special Administrative Region, especially the "Technical Regulations on Land Work" approved by Decree No. 47/96/M on 26th August and the "Regulations on Safety and Loads of Building Structure and Bridge Structure" approved by Decree No. 56/96/M on 16th September and any instructions and approval document of any government agency and any instructions of the producer or any entity who is provided with any patent right;
(4): in the submission of any project stated in the Investment Plan attached hereto to the Lands, Public Works and Transport Bureau for its approval, the Concessionaire shall submit a quality control manual approved by the Lands, Public Works and Transport Bureau and developed by an entity which is technically qualified by the Bureau and which can demonstrate its experience in the same and similar work, a working plan and the relevant books of original entry in finance and work, samples of important materials and the curriculum vitae of the person in charge of each construction discipline in addition to the other documents stipulated in the current laws and regulations, especially Decree No. 79/85/M dated 21st August. If no quality control manual is submitted or the quality control manual submitted is not approved, the Concessionaire shall observe the quality control manual developed by such a professional entity as specified by the Lands, Public Works and Transport Bureau at that time;

(5): strictly implement the approved project in accordance with the provisions of the current laws and regulations and the internationally recognized standards and industry regulations for the similar project or supply;
(6): meet the deadline for the construction of the project stated in the Investment Plan attached hereto and the deadline for opening the project to the public;
(7): use the materials, systems and equipment of high quality, which are certified and approved, consistent with international standards and are generally recognized by the international community, in the implementation of the project stated in the Investment Plan attached hereto;
(8): maintain the quality of all the projects stated in the Investment Plan attached hereto in accordance with high international quality standards;
(9): ensure that the business premises in the facilities meet high international quality standards;
(10): maintain modernized, highly efficient and high-quality management in accordance with high international quality standards; and
(11): inform the Government of all the relevant situation as soon as possible by means of a report elaborating on the situation and explaining its reason when any situation which has resulted in or may result in any material change to the normal progress of the work in the construction stage of the Concessionaire's facilities or in the operation stage of the Concessionaire's business in any respect or when any structural abnormality or other abnormality occurs in the Concessionaire's facilities, the report shall indicate the assistance (if any) provided by an entity which is widely recognized to be qualified and reputed outside the Concessionaire and indicate the measures adopted or to be adopted for the solution of such problems.

3.: The Concessionaire shall be responsible to the Concession Licensor or a third party for any damage which is attributable to the inadequacy, error or gross negligence of the Concessionaire in the design and scope of the project, the implementation of the building works and the maintenance of the buildings within the Investment Plan, attached hereto.
4.: The Government may authorize a change to be made to the time limit mentioned in Item (6) of Clause 2 without having to amend this Concession Contract.
5.: The Government undertakes to enable the Concessionaire to be able to directly or indirectly as provided by law implement the projects stated in the Investment Plan attached to this Concession Contract.

Article 36
Modification of Any Project Listed in the Investment Plan

1.: In the execution of the Investment Plan attached hereto, the Government may require the furnishing of any document or enforce any modification in relation to the implementation of any project listed in the Investment Plan in order to ensure the compliance with the current technical specifications and technical regulations and ensure the attainment of the required quality standards.
2.: The Government shall not enforce any modification of the said project to such an extent as to increase the total amount stated in Article 39.

Article 37
Supervision

1.

The Government shall, especially through the Lands, Public Works and Transport Bureau, follow up and supervise the implementation of the project, especially the execution of the working plan and the quality of the materials, systems and equipment in accordance with the contents in the Investment Plan attached hereto and on the basis of the provisions of applicable laws and regulations.

2.

The Lands, Public Works and Transport Bureau shall inform the Concessionaire of the Bureau's representative designated for the follow-up and supervision of the implementation of the project. If more than one representative is in-charge of the follow-up and supervision of the implementation of the project, one of them shall be assigned as the chief.

3.

For the applicability of the provisions in Clause 1, the Concessionaire shall submit a detailed report of the implementation progress in writing each month, which is exhibited in the Investment Plan attached to this Concession Contract; the monthly. report shall at least state the:

(1): major events, number of workers, quantities of materials, systems and equipment;
(2): progress of the working plan (progress control);
(3): latest information on books of original entry in finance and work;
(4): project, supply, methods to be adopted and the demands for materials, systems and equipment;
(5): major measures taken to ensure the execution of the working plan;
(6): work to be launched in order to correct any deviation;

4.: The Concessionaire shall submit additional detailed reports in writing if necessary, especially when the normal working progress in the execution of the Investment Plan attached to this Concession Contract is affected.
5.: If so requested by the Government, the Concessionaire shall submit any document within the specified period, especially the textual and graphical information on the Investment Plan attached to this Concession Contract.
6.: The Concessionaire shall also provide all such descriptions and information as required to supplement the documents stated in the preceding clause.
7.: If there is any doubt about the quality of the work, the Government may procure the enforcement of any test other than the test planned by the Concessionaire and if necessary, seek opinions from the Concessionaire about the decision-making rules adopted in the test.
8.: The expenses required for the test stated in the preceding clause and to make good the defects found shall be borne by the Concessionaire.
9.: Any order, announcement or notice in relation to the technical aspect of the implementation of the project shall be given by the Government to the technical officer of the project, especially directly through the Lands, Public Works and Transport Bureau.
10.: The technical officer of the project shall be devoted to following up the relevant work and shall arrive at the construction site when so called upon.
11.: If the implementation of the project is found to be inconsistent with the approved project or in violation of the provisions of any law, regulation or the contract, the Government may, especially

through the Lands, Public Works and Transport Bureau, suspend and put a ban on the implementation of the project.

12.: The power of the supervision on the performance of the obligations under this Concession Contract shall not result in any responsibility on the part of the Concession Licensor for the implementation of the building project; the Concessionaire shall solely be held responsible for anything imperfect or any defect in the design, implementation or operation of the project, unless the same is caused by the decision of the Concession Licensor.

Article 38
Contracting and Subcontracting

A third party's contracting or subcontracting shall not relieve the Concessionaire of any statutory obligations or contractual obligations hereunder.

Article 39
Appropriation of the Balance of the Investment in the Investment Plan

After the completion of the project stated in the Investment Plan attached to this Concession Contract, the Concessionaire shall use any balance in the projects in relation to its business, which is specified by itself and accepted by the Government, or in a project specified by the Government, which is of material public interest to the Macao Special Administrative Region if the total expenses directly or indirectly incurred by the Concessionaire are lower than the budgetary investment of Four Billion Patacas as reflected in the said investment plan and in the tender submitted by the Concessionaire in its capacity as a bidder for the first process of open and public tenders for the (3) concession licenses for operating casino gamings or other forms of gaming.

Article 40
Insurance

1.

The Concessionaire shall enter into and maintain insurance contracts to be renewed in order to ensure the effective and complete protection against the inherent risks in the development of the business covered in the concession. Such insurance shall be taken out with the insurance companies authorized to operate in the Macao Special Administrative Region; if it is not feasible to take out insurance with such insurance companies or an excessive burden may be imposed on the Concessionaire, the insurance may be taken out with an insurance company outside Macao subject to the consent of the Government.

2.

The Concessionaire shall especially ensure the conclusion of they following insurance contracts and maintain their validity:

(1): to insure the Concessionaire's working personnel against such risks as accidents at work and occupational diseases;
(2): to insure the vehicles owned by the Concessionaire against such risks as civil liabilities;
(3): to insure the vessels, aircraft or other air vehicles owned by the Concessionaire or chartered by the Concessionaire by means of the financial leasing system against risks such as civil liabilities;
(4): to insure installed publicity materials against risks such as civil liabilities;
(5): to take out general civil liability insurance against the risks related to the operation of casino gamings or other forms of gaming in the Macao Special Administrative Region, the development of the other business in concession, which are not insured against by means of any other insurance contract;

(6): to insure buildings, furniture, equipment and other properties covered in the business in concession against risks of damage;
(7): to take out building insurance (against all risks, including civil liability insurance) for any project of the buildings or any works to be carried out within the buildings in relation to the business covered in the concession.

3.

The protection by means of the insurance stated in Item (6) of the preceding clause shall be all risks insurance which shall at least cover the following items:

(1): fire, thunder and lightning or explosion (in whatsoever nature);
(2): pipe bursting; leakage or spillage of reservoir, boiler, pipeline, underground reservoir, lavatory basin or any other water conveyance;
(3): flood, typhoon, tropical storm, volcano eruption, earthquake or other natural disaster;
(4): aircraft or any other air vehicle, fall of aircraft or any other air vehicle or fall or collision of articles jettisoned;
(5): vehicle collision;
(6): theft or robbery;
(7): strike, attack, riot, disturbance of public order or any other fact in similar nature.

4.

The insurance amount or minimum insurance amount of those insured items stated in Clause 2 shall be as follows:

(1): the insured amount stated in Items (1) to (4) shall be handled pursuant to the provisions of the current laws and regulations;
(2): the insured amount stated in Item (5) shall be determined by the Government after the consideration of the turnover of the business in concession, risk occurrence index in the preceding year and other parameters;
(3): the insured amount stated in Item (6) shall be equal to the net value of the, property designated, which means the gross value less the accumulated depreciation;
(4): the insured amount stated in Item (7) shall be the total value of the project.

5.: The Concessionaire shall also ensure that the entity which has entered into contracts with it shall have taken out effective insurance against accidents at work and occupational diseases.
6.: The Concessionaire shall prove to the Government that all the insurance contracts entered into are completely effective. Copies of the insurance contracts shall be submitted to the Government at the time of signing and renewal of such insurance contracts.
7.: Before the copies stated in the preceding clause are submitted to the Government, the Concessionaire shall have the obligation not to launch any project or works.
8.: Unless otherwise authorized by the Government, the Concessionaire shall not cancel, suspend, modify or replace any insurance contract unless solely for the replacement of insurance entities. Under these circumstances, the Concessionaire shall inform the Government of such facts as soon as possible.
9.: If the Concessionaire fails to pay any insurance premium, the Government may carry out the calculation for the Concessionaire and use the security deposit which guarantees the Concessionaire's performance of its statutory obligations or contractual obligations hereunder for the direct payment of the premium.

Chapter 8
Property

Article 41
Property of Macao Special Administrative Region

1.: The Concessionaire shall following the instruction of the Gambling Inspection and Coordination Bureau ensure the custody or replacement of the property of the Macao Special Administrative Region, which is provided by the temporary transfer of the enjoyment, return and use thereof for the purpose of the operation of the business in concession.
2.: The Concessionaire shall ensure the preservation of the land and natural resources under the administration of the Government such as provided in Article 7 of the "Basic Law of Macao Special Administrative Region", which is provided or to be provided by means of leasing or concession for the purpose of the operation of the business in concession.

Article 42
Other Properties

1.: The casinos and the equipment and tools used for the gaming business shall be located within the real estate owned by the Concessionaire. No encumbrances shall be set up for the casino, such equipment and tools unless otherwise approved by the Government.
2.: Notwithstanding the granting of the approval stated in the preceding clause, the Concessionaire shall still free the casino and the equipment and tools used for the gaming business, including those outside the casino, from any encumbrance upon the extinguishment of the concession.
3.: The casino shall not be located within the real estate whose use and return are secured by means of any leasing contract in any nature or any contract of any other kind, which does not furnish the Concessionaire with the complete title of ownership, namely a non-typical contract, unless otherwise approved by the Government. Particularly, it is acceptable to stipulate a condition in the said approval that the Concessionaire shall procure the independent unit where the casino is located one hundred and eighty (180) days before such a date as fixed in Clause 1 of Article 43 so as to put the casino under the ownership of the Macao Special Administrative Region unless the concession is revoked before such date, in which event such a procurement shall be made as soon as possible.
4.: After proper consent has been obtained, the Concessionaire shall provide the Government with copies of the contracts stated in the preceding clause and the copies of all the alterations of and amendments to the contracts even if such contracts, alterations or amendments have retroactive effects.
5.: The Concessionaire shall locate all of its casinos within the building or building complex governed by the system of "floor-by-floor" ownership even though the buildings or building complexes constitute an economic or a functional unit so as to make the casinos one or more independent units with areas precisely identified and delineated.
6.: For the applicability of the provisions of the preceding clause, the Concessionaire shall submit to the Government the certificates of the registration of the property governed by the system of "floor-by-floor" ownership as soon as possible, which, shall contain the descriptions of all the independent units with the attachment of drawings with areas determined and delineated.
7.: The Concessionaire shall have any amendment to the certificate of "floor-by-floor" ownership registered and submit the certificate of the property registration through the Finance Services Bureau to the Government as soon as possible.

8.: The Concessionaire shall also submit the regulations of "floor-by-floor" buildings under the system of "floor-by-floor" ownership to the Government for approval.

Article 43
Entitlement to Casinos and Facilities and Tools Used for Gaming Business

1.: On 26^th June 2022, the Concession Licensor shall be automatically entitled to the casino, the facilities and the tools used for gaming business including the facilities and tools outside the casino without compensation except when the concession is revoked prior to the said date. Upon delivery of such properties, the Concessionaire shall assure that such properties are being kept properly and in good operation conditions but excluding the normal wear and tear occurring in the use of such properties in compliance with the provisions of this Concession Contract. In addition, such properties shall not be subject to any encumbrance.
2.: The Concessionaire shall deliver immediately the properties referred to in the previous clause.
3.: In the event that the Concessionaire fails to deliver the properties referred to in Clause 1, the Government shall take possession of such properties immediately by administrative means and the relevant expenses shall be paid from the security deposit for warranting the Concessionaire's performance of its statutory obligations or contractual obligations.
4.: On the date mentioned in Clause 1, the Government shall inspect the properties referred to in Article 41 and Article 42 in order to inspect the keeping and maintenance conditions of such properties and shall record the examination in writing. During inspection, the representative(s) of the Concessionaire may participate on the spot.
5.: Upon dissolution or liquidation of the Concessionaire, if without the certification of the Government by means of the compulsory liquidation procedure referred to in the clause hereinbelow that the properties returned are properly kept and in good, operation conditions, or in case of failure to indicate its capability of guaranteeing the payment of any sum payable to the Concession Licensor in terms of damages or any other purpose by means of any guarantee acceptable by the Government, then, the properties of the Concessionaire shall not be divided.
6.: The provision of the last part of Clause 1 shall not obstruct the normal renewal of the facilities and tools for the gaming business.

Article 44
Inventory Applicable to the Properties of the Business in Concession

1.: The Concessionaire shall prepare an inventory of properties in triplicate covering the properties and the rights used in the concession business and belonging to Macao Special Administrative Region and all the properties which the Macao Special Administrative Region is entitled to and shall update the information on the inventory of properties. For this purpose, the Concessionaire shall update no later than 31^st May every year the relevant statement having undergone changes for submission to the Gambling Inspection and Coordination Bureau and the Finance Services Bureau respectively.
2.: In the year in which the concession term will expire, the aforesaid inventory shall be made sixty days prior to the termination of the concession.
3.: Under other circumstances that the concession is revoked, the inventory referred to in Clause 1 shall be proceeded at the date and time set by the Government.

Article 45
Improvements

The improvements made in any name to the properties referred to in Article 41 and attributable to the Concession Licensor shall not be endowed with the right to obtain any compensation or damages by the Concessionaire, and the Concessionaire shall not be required to remove the improvements.

Article 46
Concession of the Land Used by the Concessionaire

1.: In particular, the concessionary system of the land for use by the Concessionaire for operating the concession business shall be set by the relevant land concession contract.
2.: The land concession contract executed between the Government and the Concessionaire shall be bound by the provisions of the applicable part(s) of this Concession Contract.

Chapter 9
Premium

Article 47
Premium

1.

During the effective term of the concession, the Concessionaire shall pay an annual premium to Macao Special Administrative Region in return for the concession of operating the casino gamings or other forms of gaming.

2.

The amount of the annual premium payable by the Concessionaire shall be composed of a fixed amount and a variable amount.

3.

Pursuant to the provisions of the Order No. 215/2001 of the Chief Executive, the fixed amount of the annual premium to be paid by the Concessionaire shall be Thirty Million Patacas.

4.

The variable amount of the annual premium to be paid by the Concessionaire shall be calculated according to the number of gaming tables and electrical or mechanical gaming machines including "slot machines" under the operation of the Concessionaire.

5.

For the applicability of the provisions of the preceding clause:

(1): The Concessionaire shall pay an annual amount of Three Hundred Thousand Patacas for the use of each gaming table exclusively assigned for the particular gaming or gamers, especially of those under operation in the gaming hall or zones;
(2): The Concessionaire shall pay an annual amount of One Hundred and Fifty Thousand Patacas for the use of each gaming table not exclusively assigned for the particular gaming or gainers;
(3): The Concessionaire shall pay an annual amount of One Thousand Patacas for each electrical or mechanical gaming machine including the "slot machines" under its operation.

6.: Regardless of the number of gaming tables under the operation of the Concessionaire at any time, the variable amount of the annual premium shall not be lower than the amount payable for one hundred gaming tables, due to long-term operation, exclusively assigned for the particular gaming or gainers, especially those under operation in the gaming hall or zones, and the amount payable for one hundred gaming tables under long-term operation not exclusively assigned for the particular gaming or gainers.

7.: The Concessionaire shall pay the fixed amount of the annual premium no later than the 10^th day of January for the relevant year. The Government may also require payment in the form of monthly installments.
8.: The Concessionaire shall pay the variable amount of the annual premium covering the gaming tables and the electrical or mechanical gaming machines including "slot machines" under operation in the previous month no later than the 10^th day of the month following the relevant month.
9.: In order to calculate the variable amount of the annual premium referred to in the preceding clause, the number of days for each gaming table and each electrical or mechanical gaming machine including the slot machine under operation of the Concessionaire in the relevant month shall be taken into consideration.
10.: The payment of the annual premium shall be made by means of forwarding the relevant payment voucher to the Shroff Counter of the Financial Office of Macao Special Administrative Region.

Chapter 10
Payment Stipulated in Item (7) and Item (8) of Article 22 of Law No. 16/2001

Article 48
Payment stipulated in Article 22(7) of Law No. 16/2001

1.: The Concessionaire shall make an annual payment to the Concession Licensor which equals to 1.6% of the gross gaming casino revenue which will be given to a government-designated public foundation whose object is the promotion, development, or study of cultural, social, economic, educational, scientific, academic, and charity activities.
2.: The payment mentioned in the preceding clause shall be paid by the Concessionaire to the Shroff Counter of the Department of Finance and Taxation of the Macao Special Administrative Region on a monthly basis and paid no later than the 10th day of the month following the relevant month.
3.: The funding referred to in Clause 1 shall be recorded by the Concession Licensor as part of its own budget.

Article 49
Payment stipulated in Article 22(8) of Law No. 16/2001

1.: The concessionaire shall make an annual payment to the Concession Licensor which equals to 2.4% of the gross gaming casino revenue which will be used for urban development and construction, promotion of tourism and social security of the Macao Special Administrative Region.
2.: The payment mentioned in the preceding clause shall be paid by the Concessionaire to the Shroff Counter of the Department of Finance and Taxation of the Macao Special Administrative Region on a monthly basis and paid no later than the 10th day of the month following the relevant month.
3.: The funding referred to in Clause 1 shall be recorded by the Concession Licensor as part of its own budget.
4.: The Government may designate one or more projects, or one or more entities to be the beneficial projects or entities to receive part of the funding paid.
5.: The Government and the Concessionaire may agree to give the funding to one or more projects or one or more entities, and the upper limit of the amount of the total funding shall be set at 1.2% of the gross income of the gaming operations. Under such circumstances, the Concessionaire may

give such funding directly, and the amount of the funding payable to the Shroff Counter of the Financial Office of Macao Special Administrative region as referred to in Clause 1 shall be decreased accordingly.

Chapter 11
Obligations of Tax Payment and Submission of Documents

Article 50
Special Gaming Tax

1.: The Concessionaire shall pay the Macao Special Administrative Region a special gambling tax required by law in twelve monthly installments to be paid to the Government no later than the 10th day of the month following the relevant month.
2.: The payment of the special gambling tax shall be made in Patacas or currencies other than Patacas which are acceptable by the Government.
3.: If the special gambling tax is paid in Patacas, the tax payment shall be made direct to the Treasury of the Public Currency Bureau of Macao Special Administrative Region.
4.: If the special gambling tax is paid in currencies other than Patacas which are acceptable by the Government, the relevant currencies shall be submitted to the Macao Monetary Authority for converting the same into Patacas and subsequent delivery to the Treasury of the Public Currency Bureau of Macao Special Administrative Region at its disposal.

Article 51
Withholding Payment for Tax

1.: The Concessionaire shall, by means of confirmed withholding payment from the commission or other remuneration for the gaming junket-tour promoters, collect and pay the relevant statutory taxes, which shall be paid to the Shroff Counter of the Finance Services Department of the Macao Special Administrative Region no later than the 10^th day of the month following the relevant month.
2.: The Concessionaire shall, by means of confirmed withholding payment, collect and pay the employment taxes of the employees of the Concessionaire. The relevant taxes shall be paid to the Shroff Counter of the Finance Services Department of the Macao Special Administrative Region pursuant to the provisions of the law.

Article 52
Payment of Other Payable Taxes, Duties, Expenses and Handling Charges

The Concessionaire shall pay the payable and not exempted taxes, duties, expenses or handling charges for payment pursuant to the provisions of the law of Macao Special Administrative Region.

Article 53
Document Certifying No Debt Owed to the Public Currency Bureau of the Macao Special Administrative Region

1.: Every year, the Concessionaire shall submit to the Government no later than the 31^st of March a certificate in respect of the previous taxation year issued by the Financial Bureau certifying that the Concessionaire does not owe the Public Currency Bureau of Macao Special Administrative Region any duty, tax, penalty or surcharge. The concept of the surcharge includes the compensatory interest, deferred interest and the sum amounting to 3% of the debts.

2.: Every year, the Concessionaire shall, in respect of the previous taxation year, also submit to the Government no later than the 31^st of March such documents showing the taxation status of the managing director, the position-holder of the company organization and the shareholders holding 5% or over 5% of the company capital of the Concessionaire.

Article 54
Document Certifying No Debt Owed In Respect of the Social Security of Macao Special Administrative Region

Every year, the Concessionaire shall submit to the Government no later than the 31^st of March such documents issued by the Social Security Foundation of the Macao Special Administrative Region certifying that the Concessionaire has complied with the specified stipulations concerning the contribution to the social security of the Macao Special Administrative Region.

Article 55
Supply of Materials

1.

The Concessionaire shall submit to the Government on a quarterly basis no later than the last day of the month after the closing of the relevant quarter the trial balance of the previous quarter for the trial balance of the last quarter each year, it shall be submitted no later than the last day in February of the following year.

2.

The Concessionaire shall also forward to the Government the following information at least 30 days prior to the date of holding the general meeting of shareholders for passing the accounts:

(1): All the accounting statements and statistics reports of the previous business year;
(2): The full names of the person-in-charge of the accounting department, the trustees and the persons having been the members of the Board of Directors or Board of Supervisors in the relevant business year and the various versions wherein such names shall be stated and used;
(3): A report and accounts of the Board of Directors attached with the opinions of the Board of Supervisors and external auditors.

Article 56
Accounting and Internal Auditing

1.: The Concessionaire shall set up its own accounting system with sound administrative organization and adequate internal auditing procedure and shall comply with the instructions issued by the Government regarding such issues, in particular the instructions issued through the Gambling Inspection and Coordination Bureau or the Financial Bureau.
2.: The Concessionaire, as far as the accounting compilation and submission are concerned, shall only adopt the current standard accounting forms of the Macao Special Administrative Region. However, that shall not obstruct the establishment of the accounting books, accounting documents or other accounting information required by the Chief Executive for Administration according to the proposal of the Commissioner for Gambling Inspection and Coordination Bureau or the Commissioner for the Financial Bureau, and the Chief Executive may formulate the required standards for the Concessionaire to make accounting entries for its business activities, and the Concessionaire shall comply with the special provisions in the accounting compilation and submission.

Article 57
External Auditing of The Accounts for The Year

The Concessionaire shall submit its annual accounts to a reputed independent external entity recognized worldwide and agreed in advance by the Gambling Inspection and Coordination Bureau and the Financial Bureau for proceeding with the auditing. The, Concessionaire shall also provide the said entity in advance with all documents required, especially the documents referred to in Article 34 of Law No. 16/2001.

Article 58
Special Auditing

When it is deemed necessary or appropriate by the Gambling Inspection and Coordination Bureau or the Financial Bureau, the Concessionaire shall, at any time and whether prior notice is given or not, submit itself to the special auditing conducted by a reputed independent external entity or other entities recognized

Article 59
Compulsory Announcement

1.

The Concessionaire undertakes to publish no later than 30^th April of each year the following information during the previous business year as at 31^st December in the "Official Bulletin of the Macao Special Administrative Region" and in two of the most popular newspapers in the Macao Special Administrative Region. One of these newspapers shall be a Chinese newspaper while the other a Portuguese newspaper:

(1): The balance sheet, the profit and loss account and the appendixes;
(2): The consolidated business report;
(3): The opinions of the Board of Supervisors;
(4): The consolidated opinions of the external auditors;
(5): The list of the major shareholders holding 5% or over 5% of the company capital of the Concessionaire at any period of the year, with the disclosure of their relevant percentage held;
(6): The name of the position-holder of the company organization.

2.: At least ten days prior to the date of publication, the Concessionaire shall also submit to the Government the copies of all the information referred to in the preceding clause and copies of other information required to be announced by the concessionary system mentioned in Article 6.

Article 60
Special Obligations of Cooperation

Apart from the general obligations of cooperation specified in Article 67, the Concessionaire shall also have obligations to cooperate with the Government, especially in the cooperation with the Gambling Inspection and Coordination Bureau and the Finance Services Bureau, in providing the information and particulars requested in the course of special auditing, assisting such departments in analyzing or checking the accounting s