I.Purpose

The primary purpose of the remuneration committee (the "Remuneration Committee") of Sands China Ltd. (the "Company") is to make recommendations to the board of directors of the Company (the "Board") on the Company's policy and structure of all remuneration of the directors (the "Directors"), chief executive officer (the "CEO"), senior management and certain other highly compensated employees of the Company. For this purpose, remuneration shall include:

• annual base salary;
• annual and other long term incentive opportunity;
• share option or other equity participation plans;
• profit-sharing plans;
• the terms of employment agreements, severance arrangements, change in control agreements and other similar arrangements, in each case as, when and if appropriate; and
• any special or supplemental benefits.

For the purpose of this terms of reference  (the "TOR"), "senior management" should refer to the same category of persons as referred to in the Company's annual report and is required to be disclosed under paragraph 12 of Appendix 16 of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange of Hong Kong Limited (the "Stock Exchange").

II.Organization

The members of the Remuneration Committee shall be appointed by the Board and a majority of the members of the Remuneration Committee shall be independent non-executive Directors. Members of the Remuneration Committee may be removed at any time by action of the Board. The Remuneration Committee's chairperson shall be designated by the Board or, if it does not do so, the members of the Remuneration Committee shall elect a chairperson by a vote of the majority of the full Remuneration Committee.

III.Meetings

The Remuneration Committee shall meet at least four times per year on a quarterly basis, or more or less frequently as circumstances require.

IV.Authority and Responsibilities

To fulfill its responsibilities, the Remuneration Committee shall:

1.Consult the chairman of the Company and/or the CEO about their proposals relating to the remuneration of other executive Directors.

2.Review, evaluate and make recommendations to the Board on an annual basis with respect to the Company's policy and structure of all remuneration of the Directors, the CEO, senior management and other highly compensated employees of the Company including the performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.  Have the delegated responsibility to determine the specific remuneration packages of all executive Directors, the CEO, senior management and other highly compensated employees of the Company, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive Directors.

3.Levels of remuneration should be sufficient to attract, retain and motivate the Directors, the CEO, senior management and other key employees needed to run the company successfully.  The Remuneration Committee should consider factors such as remuneration paid by comparable companies, time commitment and responsibilities of the Directors, the CEO, senior management and other highly compensated employees of the Company, employment conditions elsewhere in the group and desirability of performance-based remuneration.

4.Review, evaluate and approve corporate goals and objectives relevant to the CEO's remuneration resolved by the Board from time to time, evaluate the CEO's performance in light of those goals and objectives and, either as a committee or together with the other independent non-executive Directors (as directed by the Board), determine and approve the CEO's remuneration level based on this evaluation. The review and approval of performance-based remuneration shall be made periodically. In determining the long-term incentive component of the CEO's remuneration, the Remuneration Committee will also consider, among such other factors as it may deem relevant, the Company's performance, shareholder returns, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the CEO in past years. The CEO shall not be present during voting or deliberations relating to the CEO's remuneration.

5.Review, evaluate and make recommendations to the Board with respect to the Company's incentive compensation and equity-based plans that are subject to Board approval.

6.Fulfill the Remuneration Committee's obligations and duties, if any, under the Company's incentive compensation and equity-based plans.

7.Review and approve the terms of any remuneration or employment agreement or arrangement prior to execution with (a) a director; (b) a member of senior management and (c) any other employee or prospective employee of the Company (or any of its subsidiaries) if the compensation or employment agreement or arrangement provides for annual compensation (other than commission-based compensation) in excess of US$300,000 or such other limit as determined by the Board from time to time.

8.Review and approve the terms of any proposed grant of share options under the Company's equity-based plans.

9.Review and approve the compensation payable to executive Directors, the CEO and senior management in connection with any loss or termination of their office or appointment.

10.Review and approve compensation arrangements relating to dismissal or removal of Directors and the CEO for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate.

11.Ensure that no Director or any of his or her associates is involved in deciding his own remuneration.

12.Establish and periodically review policies concerning perquisite benefits.

13.Prepare any report required by applicable rules and regulations or the Listing Rules, to be included in the annual report and accounts, half-year report and, if prepared for publication, quarterly reports.

14. Review and reassess the adequacy of the TOR annually and recommend to the Board any changes deemed appropriate by the Remuneration Committee.

15.Review its own performance annually.

16.Report regularly to the Board.

17.Perform any other activities consistent with the TOR, the Company's articles of association, the Listing Rules and governing law, as the Remuneration Committee or the Board deems necessary or appropriate.

Nothing in the TOR shall preclude the Board from discussing the remuneration of the Directors, the CEO, senior management and other highly compensated employees generally or any other subject.

V.Resources

The Remuneration Committee shall be provided with sufficient resources to discharge its duties and shall have access to professional advice if considered necessary.

The Remuneration Committee shall have the sole authority to retain or terminate consultants to assist the Remuneration Committee in the evaluation of Director, CEO or senior management compensation.

The Remuneration Committee shall have the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to any consultant retained to advise the Remuneration Committee.

VI. Amendments

The Remuneration Committee shall recommend any changes to the TOR which it considers necessary or appropriate to the Board for approval.