新濠博亚娱乐 2026年年度报告和过渡报告

MELCO RESORTS & ENTERTAINMENT LIMITED (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)71 Robinson Road #04-03, Singapore 068895 and 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong(Address of principal executive offices)Amy Kuzdowicz, Senior Vice President, Chief Accounting Officer Tel +65 8488 9770 or +852 2598 3600, Fax +852 2537 361871 Robinson Road #04-03, Singapore 068895(Name,Telephone,E-mailand/orFacsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b) of the Act: Table of Contents TABLE OF CONTENTS INTRODUCTIONGLOSSARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSEXCHANGE RATE INFORMATIONPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATIONA. [RESERVED]B. CAPITALIZATION AND INDEBTEDNESSC. REASONS FOR THE OFFER AND USE OF PROCEEDSD. RISK FACTORSITEM 4. INFORMATION ON THE COMPANYA. HISTORY AND DEVELOPMENT OF THE COMPANYB. BUSINESS OVERVIEWC. ORGANIZATIONAL STRUCTURED. PROPERTY, PLANT AND EQUIPMENTITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. OPERATING RESULTSB. LIQUIDITY AND CAPITAL RESOURCESC. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.D. TREND INFORMATIONE. CRITICAL ACCOUNTING ESTIMATESITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. DIRECTORS AND SENIOR MANAGEMENTB. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERSC. BOARD PRACTICESD. EMPLOYEESE. SHARE OWNERSHIPF. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATIONITEM 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 INFORMATION A. SHARE CAPITALB. MEMORANDUM AND ARTICLES OF ASSOCIATION Table of Contents A. DEBT SECURITIESB. WARRANTS AND RIGHTSC. OTHER SECURITIESD. AMERICAN DEPOSITARY SHARES PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSITEM 15. CONTROLS AND PROCEDURESITEM 16. [RESERVED]ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTITEM 16B. CODE OF ETHICSITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTITEM 16G. CORPORATE GOVERNANCEITEM 16H. MINE SAFETY DISCLOSUREITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSITEM 16J. INSIDER TRADING POLICIESITEM 16K. CYBERSECURITYPART IIIITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITSSIGNATURESINDEX TO CONSOLIDATED FINANCIAL STATEMENTS INTRODUCTION In this annual report onForm20-F,unlessotherwise indicated:•“2025 MRF Senior Notes” refers to the US$1.0billion aggregate principal amount of 4.875% senior notes due 2025 issued by MelcoResorts Finance, of which US$650.0million in aggregate principal amount was issued on June6, 2017 and US$350.0million in aggregateprincipal amount was issued on July3, 2017, and as to which no amount remains outstanding following the redemption of all remainingamounts outstanding in June 2025;•“2025 SCF Senior Notes” refers to the US$500million aggregate principal amount of 6.00% senior notes due 2025 issued by Studio CityFinance on July15, 2020, and as to which no amount remains outstanding following the redemption of all remaining amounts outstandingin July 2025;•“2025 SCF Senior Notes Tender Offer (2023)” refers to the conditional tender offer by Studio City Finance pursuant to which it purchasedfor cash an aggregate principal amount of US$100.0million of the outstanding 2025 SCF Senior Notes in November 2023;•“2025 SCF Senior Notes Tender Offer (2024)” refers to the conditional tender offer by Studio City Finance pursuant to which it purchasedfor cash an aggregate principal amount of US$100.0million of the outstanding 2025 SCF Senior Notes in April 2024;•“2026 MRF Senior Notes” refers to the US$500.0million aggregate principal amount of 5.250% senior notes due 2026 issued by MelcoResorts Finance on April26, 2019, and as to which no amount remains outstanding following the (i) 2026 MRF Senior Notes TenderOffer; and (ii) the redemption of all remaining amounts outstanding in October 2025;•“2026 MRF Senior Notes Tender Offer” refers to the conditional tender offer by Melco Resorts Finance pursuant to which it purchased forcash an aggregate principal amount of US$142.1million of the outstanding 2026 MRF Sen