新濠影汇 2025年年度报告和过渡报告

Table of Contents TABLE OF CONTENTS PageINTRODUCTION1GLOSSARY4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7EXCHANGE RATE INFORMATION9PART I9ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE9ITEM 3. KEY INFORMATION10A. [RESERVED]12B. CAPITALIZATION AND INDEBTEDNESS12C. REASONS FOR THE OFFER AND USE OF PROCEEDS12D. RISK FACTORS13ITEM 4. INFORMATION ON THE COMPANY62A. HISTORY AND DEVELOPMENT OF THE COMPANY62B. BUSINESS OVERVIEW63C. ORGANIZATIONAL STRUCTURE90D. PROPERTY, PLANT AND EQUIPMENT91ITEM 4A. UNRESOLVED STAFF COMMENTS91ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS91A. OPERATING RESULTS92B. LIQUIDITY AND CAPITAL RESOURCES98C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.103D. TREND INFORMATION103E. CRITICAL ACCOUNTING ESTIMATES104ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106A. DIRECTORS AND SENIOR MANAGEMENT106B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS109C. BOARD PRACTICES110D. EMPLOYEES115E. SHARE OWNERSHIP116F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION116 Table of Contents ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. MAJOR SHAREHOLDERSB. RELATED PARTY TRANSACTIONSC. INTERESTS OF EXPERTS AND COUNSELITEM 8. FINANCIAL INFORMATIONA. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATIONB. SIGNIFICANT CHANGESITEM 9. THE OFFER AND LISTINGA. OFFERING AND LISTING DETAILSB. PLAN OF DISTRIBUTIONC. MARKETSD. SELLING SHAREHOLDERSE. DILUTIONF. EXPENSES OF THE ISSUEITEM 10. ADDITIONAL INFORMATIONA. SHARE CAPITALB. MEMORANDUM AND ARTICLES OF ASSOCIATIONC. MATERIAL CONTRACTSD. EXCHANGE CONTROLSE. TAXATIONF. DIVIDENDS AND PAYING AGENTSG. STATEMENT BY EXPERTSH. DOCUMENTS ON DISPLAYI. SUBSIDIARY INFORMATIONJ. ANNUAL REPORT TO SECURITY HOLDERSITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. DEBT SECURITIESB. WARRANTS AND RIGHTSC. OTHER SECURITIESD. AMERICAN DEPOSITARY SHARESPART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Page117117118124124124125125 Table of Contents PageITEM 15. CONTROLS AND PROCEDURES146ITEM 16. [RESERVED]147ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT147ITEM 16B. CODE OF ETHICS147ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES147ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES148ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS148ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT148ITEM 16G. CORPORATE GOVERNANCE148ITEM 16H. MINE SAFETY DISCLOSURE148ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS148ITEM 16J. INSIDER TRADING POLICIES149ITEM 16K. CYBERSECURITY149PART III151ITEM 17. FINANCIAL STATEMENTS151ITEM 18. FINANCIAL STATEMENTS151ITEM 19. EXHIBITS152SIGNATURES157INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 INTRODUCTION In this annual report onForm20-F,unless otherwise indicated: •“2013 Project Facility” refers to the senior secured project facility, dated January28, 2013 and as amended from time to time, entered intobetween, among others, Studio City Company, as borrower, and certain subsidiaries as guarantors, comprising a term loan facility ofHK$10,080,460,000 (equivalent to US$1.3 billion) and revolving credit facility of HK$775,420,000 (equivalent to US$100 million), andwhich was amended, restated and extended by the 2016 Studio City Senior Secured Credit Facility;•“2016 Studio City Senior Secured Credit Facility” refers to the facility agreement dated November23, 2016 with, among others, Bank ofChina Limited, Macau Branch, to amend, restate and extend the 2013 Project Facility to provide for senior secured credit facilities in anaggregate amount of HK$234.0million (equivalent to US$30.0 million), which consist of a HK$233.0million (equivalent to US$29.9million) revolving credit facility and a HK$1.0million (equivalent to US$0.1 million) term loan facility, and which would have maturedon November30, 2021, and was amended, restated and extended by the 2021 Studio City Senior Secured Credit Facility;•“2021 Studio City Senior Secured Credit Facility” refers to the facility agreement dated March15, 2021 with, among others, Bank ofChina Limited, Macau Branch, to amend, restate and extend the 2016 Studio City Senior Secured Credit Facility to provide for seniorsecured credit facilities in an aggregate amount of HK$234.0million (equivalent to US$30.0 million), which consist of aHK$233.0million (equivalent to US$29.9million) revolving credit facility and a HK$1.0million (equivalent to US$0.1 million) term loanfacility, with the maturity date of August29, 2029, and was amended, restated and extended on November29, 2024;•“2024 Studio City Senior Secured Credit Facility” refers to the senior secured credit facilities agreement, dated November29, 2024,entered into between, among others