Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

澳門勵駿創建有限公司

Macau Legend Development Ltd

Macau Legend Development Limited

澳門勵駿創建有限公司*

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 01680)

ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2025

RESULTS

The Board announces the consolidated annual results of the Group for the year ended 31 December 2025 as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Year ended 31 December 2025

	Notes	2025	2024
		HK$'000	HK$'000
			(Restated)
CONTINUING OPERATIONS
REVENUE	3	358,617	378,326
Cost of sales and services		(425,373)	(517,920)
		(66,756)	(139,594)
Other income, gains and losses	5	3,381	(5,198)
Impairment losses on financial assets		(3,498)	(22)
Impairment losses on non-financial assets	6	(1,131,909)	(376,239)
Marketing and promotional expenses		(10,821)	(9,728)
Operating, administrative and other expenses		(168,333)	(124,644)
Finance costs	7	(144,446)	(181,592)

for identification purposes only

| | Notes | 2025
HK$'000 | 2024
HK$'000
(Restated) |
| --- | --- | --- | --- |
| LOSS BEFORE TAX | 8 | (1,522,382) | (837,017) |
| Income tax credit | 9 | 12,371 | 42,670 |
| LOSS FOR THE YEAR FROM CONTINUING OPERATIONS | | (1,510,011) | (794,347) |
| DISCONTINUED OPERATION | | | |
| (Loss)/profit for the year from discontinued operations | 10 | (56,382) | 171,720 |
| LOSS FOR THE YEAR | | (1,566,393) | (622,627) |
| OTHER COMPREHENSIVE EXPENSE: | | | |
| Items that may be reclassified subsequently to profit or loss: | | | |
| Exchange differences on translation of foreign operations
– subsidiaries | | (2,180) | (18,644) |
| Reclassification adjustment for a foreign operation disposed
of during the year | | – | (25,967) |
| OTHER COMPREHENSIVE EXPENSE FOR THE YEAR, NET OF INCOME TAX | | (2,180) | (44,611) |
| TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR | | (1,568,573) | (667,238) |
| LOSS PER SHARE | | | |
| From continuing and discontinued operations | | | |
| Basic (HK$) | 12 | (2.51) | (1.00) |
| From continuing operations | | | |
| Basic (HK$) | 12 | (2.42) | (1.27) |

At 31 December 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Notes	2025	2024
		HK$'000	HK$'000
NON-CURRENT ASSETS
Investment properties		410,783	428,777
Property and equipment		2,609,075	3,855,098
Right-of-use assets		894,109	1,014,905
Loan to an associate		226,631	226,631
Deposits paid		193,469	196,111
		4,334,067	5,721,522
CURRENT ASSETS
Inventories		11,119	11,448
Trade and other receivables, deposits and prepayments	13	59,181	94,236
Pledged bank deposits		1,685	1,681
Cash and bank balances		27,076	52,321
		99,061	159,686
CURRENT LIABILITIES
Trade and other payables	14	407,144	266,087
Bank and other borrowings	15	2,395,063	2,405,775
Lease liabilities		831	784
		2,803,038	2,672,646
NET CURRENT LIABILITIES		(2,703,977)	(2,512,960)
TOTAL ASSETS LESS CURRENT LIABILITIES		1,630,090	3,208,562

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

At 31 December 2025

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| NON-CURRENT LIABILITIES | | |
| Lease liabilities | 89,692 | 87,220 |
| Deferred tax liabilities | 70,980 | 83,351 |
| | 160,672 | 170,571 |
| NET ASSETS | 1,469,418 | 3,037,991 |
| CAPITAL AND RESERVES | | |
| Share capital | 6,201 | 620,119 |
| Reserves | 1,463,217 | 2,417,872 |
| TOTAL EQUITY | 1,469,418 | 3,037,991 |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION AND BASIS OF PRESENTATION AND PREPARATION

General information

Macau Legend Development Limited (the “Company”) was incorporated in the Cayman Islands on 5 October 2006 as an exempted company with limited liability under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.

During the year ended 31 December 2025, the Company redomiciled its domicile from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda (the “Change of Domicile”). With effect from the Change of Domicile becoming effective on 19 December 2025, the address of the registered office of the Company changed from Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands to Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda. The Company’s shares are listed on the Main Board of the Stock Exchange. The principal place of business of the Company in Macau is located at Palace Building, Macau Fisherman’s Wharf, Avenida da Amizade e Avenida da Dr. Sun Yat Sen, Macau.

These consolidated financial statements have been prepared in accordance with HKFRS Accounting Standards as issued by the HKICPA. In addition, the consolidated financial statements include applicable disclosures required by the Listing Rules and by the disclosure requirements of the Hong Kong Companies Ordinance.

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period.

These consolidated financial statements are presented in HK$, which is also the functional currency of the Company.

Presentation of consolidated financial statements

The Group ceased operations at Casino Legend Palace following termination of the three-year service agreement with SJM for the provision of services in selling, promotion, advertising, customer development and introduction, coordination of activities and other related services to SJM for a term of three years commencing 1 January 2023 (the “New Service Agreement”), which resulted in the Group ceasing to generate any further profit from the SJM gaming business from the effective discontinuation date. Consequently, the results of the discontinued SJM gaming operations, including profit or loss and cash flows attributable to those operations, were presented separately from continuing operations in the Group’s financial statements. The comparative figures in the consolidated statement of profit or loss and other comprehensive income have been restated as if the operation had been discontinued at the beginning of the comparative period.

Basis of preparation – going concern

The Group had net current liabilities of approximately HK$2,704.0 million as at 31 December 2025 and incurred a net loss of approximately HK$1,566.4 million during the year ended 31 December 2025. The Group’s total bank and other borrowings amounting to approximately HK$2,395.1 million, which will be due for repayment within the next 12 months from the end of the reporting period or are repayable on demand, while its cash and bank balances amounted to approximately HK$27.1 million as at 31 December 2025.

Pursuant to the relevant loan agreements, the Group is required to comply with the loan covenants. Should the Group fail to comply with the loan covenant clauses, the Group’s creditor banks (the “Banks”) may exercise their rights to serve notice to demand for immediate repayment of all outstanding bank borrowings including interest. Except for those loan covenants the Company remains obliged to meet, the disposal of the Group’s Lao PDR operation by a subsidiary during the year ended 31 December 2024 resulted in a breach of a covenant, which in turn caused a breach of covenant under a separate Group banking facility. Consequently, the Banks may, at their sole discretion, demand immediate repayment of all outstanding borrowings, including amounts previously scheduled for repayment beyond one year. As a result, the Group has reclassified bank borrowings originally repayable after one year as current liabilities with effect from 2024. As at 31 December 2025, the Group continued to fail to comply with the loan covenants regarding minimum net assets undertaking requirement and indebtedness ratio.

During the year ended 31 December 2025, the management continued to hold ongoing discussions with the Banks for an amicable solution in respect of non-compliance of loan covenants and extension of repayment dates of the aforesaid instalments of loan principal in default and instalments to be due in 2025 and the following loan variation agreements were entered with the Banks:

(i) Under a loan variation agreement dated 28 April 2025, repayment of the entire outstanding principal of HK$85.5 million was extended and deferred to October 2026; and

(ii) Pursuant to loan variation agreements dated 3 June 2025, for the approximately HK$2.0 billion outstanding bank loan, the Group is required to repay HK$1.0 million per month for 19 consecutive months from February 2025 to August 2026, with the outstanding instalments of loan principal in default and instalments to be due in 2025 are deferred to September 2026.

Notwithstanding these arrangements, the Banks still reserved the rights to demand immediate repayment at their discretion at all time.

The Group has applied to the Banks for the waiver for the non-compliance of financial covenants as at 31 December 2025. As at the date of approval of these consolidated financial statements, the Group (a) has neither obtained any waiver in respect of the non-compliance of loan covenants nor extension of repayment dates of the instalments to be due in 2026; and (b) has not received any demand for immediate repayment of the Group’s bank borrowings from the Banks.

Also within the Group’s total bank and other borrowings to be due for repayment within one year from the end of the reporting period or repayable on demand, there are two other loans:

(i) HK$50.0 million represents a loan from a substantial shareholder of the Company, for which no further written confirmation has been obtained regarding his continued agreement not to demand repayment within the next 12 months from the end of reporting period. However, based on past experience, the Group expects that the substantial shareholder of the Company will not demand repayment during that period.

(ii) HK$289.4 million represents loans from a substantial shareholder of the Company and his spouse. Written financial support confirmations were provided to the Group during the year ended 31 December 2025, stating that no demand for repayment will be made until the Group is capable of repaying the outstanding amounts.

Based on the forecasts prepared by the management, management assumes that there is no further repayment of shareholders’ loans within the next 12 months from the end of the reporting period. Management was also aware of the current weak economic conditions, which may adversely impacted the personal financial position and liquidity of certain of the Company’s substantial shareholders, and consequently their ability to provide further financial support to the Group for meeting its financial obligations.

Up to the date of approval of these consolidated financial statements, notwithstanding that the Group has not received any demand for immediate repayment of the Group's remaining bank borrowings from the Banks as a result of the non-compliance of loan covenants, the Group does not currently have sufficient financial resources to fulfil its obligations if the Banks take actions against the Group to exercise their rights to demand immediate repayment of the Group's outstanding borrowings.

As stated and outlined above, there exist circumstances that cast significant doubt on the Group's ability to continue as a going concern.

The directors consider whether the Group will have adequate funds available to enable it to continue its operations as a going concern and have sufficient working capital to satisfy its present requirements for at least 12 months from the end of the reporting period, will depend upon the Group's ability to generate sufficient financing and operating cash flows through the following:

(a) The Company had announced a rights issue of one rights share for every two existing shares ("Rights Issue") at a subscription price of HK$0.3 per share on a fully underwritten basis, to raise gross proceeds of approximately HK$93.0 million on 31 December 2025. The Rights Issue was completed on 22 January 2026 with an estimated net proceeds of approximately HK$86.4 million;

(b) the Group is actively seeking continual support from the Banks for not taking any actions against the Group to exercise their right to demand immediate repayment of the Group's outstanding borrowings as a result of the non-compliance of loan covenants;

(c) the Group is actively seeking continual support from the Banks for the restructuring of the Group's instalments of loan to be due in 2026 in the Group's favour;

(d) the Group is actively seeking continual support from the substantial shareholder of the Company by not requesting for repayment of shareholder's loan of HK$50.0 million;

(e) the Group is actively considering opportunities to raise funds by carrying out fund raising activities notwithstanding the current relatively small market capitalisation of the Company; and

(f) the Group has undertaken and will continue to undertake various plans and mitigating measures to increase revenue from non-gaming business in Macau and manage the current business environment, including a cost control program to minimise the cash outflows from non-essential expenditures.

The directors believe that, taking into account the above plans and measures being successfully achieved, the Group will have sufficient working capital to satisfy its present requirements for at least the next 12 months from the end of the reporting period. Accordingly, the directors are satisfied that it is appropriate to prepare the consolidated financial statements of the Group for the year ended 31 December 2025 on a going concern basis.

Notwithstanding the above, significant uncertainties exist as to whether the Group is able to achieve its plans and measures as described above. Whether the Group will be able to continue as a going concern would depend upon the following:

(a) the continual support from the Banks for not taking any actions against the Group to exercise their rights to demand immediate repayment of the Group's outstanding borrowings as a result of the non-compliance of loan covenants;

(b) the continual support from the Banks for the restructuring of the Group's instalments of loan to be due in 2026 in the Group's favour; and

(c) the continual support from the Company's substantial shareholders for not requesting for repayment of shareholders' loans of HK$339.4 million.

Should the going concern assumption be inappropriate, adjustments would have to be made to write down the carrying values of the Group's assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify its non-current assets and non-current liabilities to current assets and current liabilities, respectively. The effects of these adjustments have not been reflected in the consolidated financial statements.

2. APPLICATION OF AMENDMENTS TO AN HKFRS ACCOUNTING STANDARD

In the current year, the Group has applied the following amendments to an HKFRS Accounting Standard as issued by the HKICPA for the first time, which are mandatorily effective for the Group's annual period beginning on 1 January 2025 for the preparation of the consolidated financial statements:

Amendments to HKAS 21

Lack of Exchangeability

The application of the amendments to an HKFRS Accounting Standard in the current year has had no material impact on the Group's financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

3. REVENUE

An analysis of revenue from continuing operation is as follows:

| | 2025
HK$'000 | 2024
HK$'000
(Restated) |
| --- | --- | --- |
| Revenue from non-gaming related operations: | | |
| Recognised over time: | | |
| Income from hotel rooms | 184,882 | 197,467 |
| Income from building management services | 24,018 | 26,012 |
| | 208,900 | 223,479 |
| Recognised at a point in time: | | |
| Food and beverage | 103,631 | 103,496 |
| Sales of merchandise | - | 72 |
| Others | 3,669 | 7,235 |
| | 107,300 | 110,803 |
| For operating leases: | | |
| Licensing income from investment properties | 42,417 | 44,044 |
| | 358,617 | 378,326 |

4. SEGMENT INFORMATION

The executive directors of the Company (the "Executive Directors") have been identified as the chief operating decision maker (the "CODM"). The Executive Directors review the Group's internal reports in order to assess performance and allocate resources.

On 7 November 2025, the Company and SJM mutually entered into a termination agreement for early termination of the gaming operation at Legend Palace Casino located at the hotel of MFW, which became effective on 13 November 2025. Details of the gaming segment for the year ended 31 December 2025, and its comparative figures are noted in note 10.

Prior to the discontinuation of the Group's gaming business in Macau, there are two operating segments, namely (i) gaming and (ii) non-gaming.

After the termination of gaming operation in Macau during the year, the Executive Directors determined that the Group will only have one reportable segment, which is the operations at MFW including hotel and other operations such as licensing income from the shops, provision of building management service, food and beverage and others. For segment reporting under HKFRS 8 Operating Segments, financial information of these operations with similar economic characteristics has been aggregated into a single operating segment named "non-gaming".

Geographical information

The Group's non-gaming operations are located in Macau and others (including Cambodia and Cape Verde). The Group's revenue from its external customers and non-current assets (excluding loan to an associate and financial assets) are all generated in and located in Macau.

Information about major customer

The Group has a large number of customers for non-gaming business, none of whom contributed 10% or more of the Group's revenue during the years ended 31 December 2025 and 2024.

5. OTHER INCOME, GAINS AND LOSSES

(a) Other income

| | 2025
HK$'000 | 2024
HK$'000
(Restated) |
| --- | --- | --- |
| Continuing operations | | |
| Interest income from bank deposits | 35 | 154 |
| Insurance claims received | 252 | 134 |
| Others | 2,758 | 4,819 |
| | 3,045 | 5,107 |

(b) Other gains and losses

Continuing operations

Exchange gains, net 307 269

Gain/(loss) on disposal of property and equipment 29 (10,574)

336 (10,305)

3,381 (5,198)

6. IMPAIRMENT LOSSES ON NON-FINANCIAL ASSETS

Year ended 31 December 2025

| | Continuing operations
HK$'000 | Discontinued gaming related operations
in Macau
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- |
| Impairment losses on: | | | |
| Property and equipment | 1,051,709 | 16,003 | 1,067,712 |
| Right-of-use assets | 80,200 | - | 80,200 |
| | 1,131,909 | 16,003 | 1,147,912 |
| Year ended 31 December 2024 | | | |
| | Macau
HK$'000 | Cape Verde
HK$'000 | Total
HK$'000 |
| Impairment losses on: | | | |
| Deposits paid | 113 | 27,345 | 27,458 |
| Property and equipment | 260,955 | 13,518 | 274,473 |
| Right-of-use assets | 69,286 | 5,022 | 74,308 |
| | 330,354 | 45,885 | 376,239 |

During the year ended 31 December 2025, total impairment losses are related to the Group's investment projects in Macau (2024: Macau and Cape Verde) which is classified as a separate cash-generating unit ("CGU") (2024: as separate CGUs).

Impairment assessment of non-current non-financial assets in Macau

As at 31 December 2025, the carrying amount of the Group's non-current non-financial assets in Macau, comprising investment properties, property and equipment, and right-of-use assets amounted to HK$5,045,910,000 (before impairment) (2024: HK$5,631,809,000 (before impairment)).

Given the discontinuation of the Group's gaming-related operations in Macau, together with the substantial losses incurred by the Group, management concluded that indicators of impairment existed. Accordingly, an impairment assessment was performed on the CGU of the MFW related operations (the "MFW CGU"), to which certain assets, including investment properties, property and equipment, right-of-use assets and deposits paid, are allocated. Management engaged an independent external valuer to determine the recoverable amount of the MFW CGU as at 31 December 2025. The recoverable amount of the MFW CGU was determined based on its fair value less costs of disposal.

As at 31 December 2025, the recoverable amount of the MFW CGU was determined using a combination of valuation techniques to reflect the differing nature of the underlying assets. These included: (i) the income capitalisation approach, under which the market rentals of all lettable units of certain properties included in the MFW CGU were assessed and capitalised using market yields ranging from 5.25% to 8.25% (2024: 6.75% to 12%) per annum, representing the return expected by market participants for assets of a similar nature; and (ii) discounted cash flow projections, which involve

projecting a series of future cash flows attributable to certain assets included in the MFW CGU and discounting them to their present values.

The cash flow projections were prepared over a five-year period (31 December 2024: five years). A growth rate of 2.2% (31 December 2024: 2.2%) was used to extrapolate cash flows beyond the projection period, which was in line with the long-term average growth rate of the relevant industry. The pre-tax discount rate applied was 8.5% (31 December 2024: 10.1%).

Other key assumptions used in determining the fair value less costs of disposal included, among others, market rental levels, forecast revenue and operating margins. These assumptions reflect market participants' expectations as at the end of the reporting period. As at 31 December 2024, other key assumptions also included the number of gaming tables in the gaming operations. The fair value measurement is categorised into Level 3 fair value hierarchy.

Based on the results of the impairment assessment, impairment losses of nil (2024: HK$113,000), HK$1,051,709,000 (2024: HK$260,955,000) and HK$80,200,000 (2024: HK$69,286,000) were recognised against the carrying amounts of deposits paid, property and equipment, and right-of-use assets included in the MFW CGU, respectively.

Investment project in Cape Verde

The investment project in Cape Verde involves building a new hotel and casino. On 19 November 2024, the Company received notice from the Cape Verde Government ("CV Government") stating its decision to terminate the establishment convention and related concessions, mainly citing delays in the project's progress, with requests to take control of the project. This has led to a disagreement and possible actions by the Group under legal advice. The management is also implementing necessary measures to safeguard the interests of the Company and its shareholders, including exploring all available options to protect its position.

For the year ended 31 December 2024, the Cape Verde investment project was fully impaired, resulting in an impairment loss of HK$45,885,000. This loss, affecting deposits paid, property and equipment, and right-of-use assets, reflects the difference between the carrying value and the recoverable amount which was estimated by management based on the current circumstances.

7. FINANCE COSTS

| | 2025
HK$'000 | 2024
HK$'000
(Restated) |
| --- | --- | --- |
| Continuing operation | | |
| Interest on bank borrowings | 108,605 | 142,314 |
| Interest on other borrowings | 27,292 | 31,024 |
| Interest on lease liabilities | 4,961 | 4,860 |
| Amortisation of finance costs on bank borrowings and other finance costs | 3,588 | 3,394 |
| | 144,446 | 181,592 |

8. LOSS BEFORE TAX

Loss before tax from continuing operations has been arrived at after charging/(crediting):

| | 2025
HK$'000 | 2024
HK$'000
(Restated) |
| --- | --- | --- |
| Staff costs | | |
| Directors’ remuneration | 5,064 | 5,641 |
| Other staff costs | | |
| – salaries and other benefits | 160,850 | 172,002 |
| – contributions to retirement benefits schemes | 3,390 | 3,183 |
| Total staff costs | 169,304 | 180,826 |
| Reversal of allowance for inventories (included in cost of sales and services) | – | (784) |
| Auditor’s remuneration | 2,400 | 3,300 |
| Cost of inventories recognised as an expense
(included in cost of sales and services) | 44,812 | 48,376 |
| Depreciation of investment properties | 17,994 | 17,994 |
| Depreciation of property and equipment | 171,487 | 246,263 |
| Depreciation of right-of-use assets
(included in cost of sales and services of HK$40,596,000
(2024: HK$44,656,000) and operating, administrative and other expenses of HK$nil (2024: HK$105,000)) | 40,596 | 44,761 |
| Gross licensing income from investment properties | (42,417) | (44,044) |
| Less: Direct operating expenses that generate licensing income from investment properties | 17,994 | 17,994 |
| Net licensing income from investment properties | (24,423) | (26,050) |

9. INCOME TAX CREDIT

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Continuing operations | | |
| Current tax: | | |
| – Cambodia complementary tax | – | (13) |
| Deferred tax credit | 12,371 | 42,683 |
| | 12,371 | 42,670 |
| Total tax charge for the period from discontinued operations | – | (14,326) |
| | 12,371 | 28,344 |

10. DISCONTINUED OPERATION

(a) Discontinued gaming related operation in Macau

On 7 November 2025, the Company and SJM mutually entered into a termination agreement for early termination of the gaming operation at Legend Palace Casino located at the hotel of MFW which became effective on 13 November 2025. The Group's gaming related operation in Macau was classified as a discontinued operation and the gaming related operation in Macau was no longer included in the note for operating segment information.

The results of gaming related operation in Macau for the period/year are presented below:

	For the period from 1 January 2025 to date of termination HK$'000	For the year ended 31 December 2024 HK$'000
Revenue	280,668	393,139
Cost of sales and services	(199,925)	(157,859)
	80,743	235,280
Other income, gains and losses	(11,357)	(133)
Impairment losses on non-financial assets	(16,003)	–
Marketing and promotional expenses	(77,575)	(103,306)
Operating, administrative and other expenses	(23,990)	(27,726)
Finance costs	(8,200)	(8,200)
(Loss)/profit before tax from the discontinued gaming related operation	(56,382)	95,915
Income tax credit	–	770
(Loss)/profit for the period/year from the discontinued gaming related operation	(56,382)	96,685

(b) Discontinued Laos operation

In May 2024, the Company completed the disposal of MLD Resorts Laos Limited, a limited company incorporated in the British Virgin Islands which is an indirect wholly-owned subsidiary of the Company. MLD Resorts Laos Limited is engaged in the gaming and hotel business in Lao PDR. The Group ceased its business operation in Lao PDR in order to centralise and reallocate its resources to its business operation in Macau and future development. MLD Resorts Laos Limited was classified as a discontinued operation and the business operation in Lao PDR was no longer included in the note for operating segment information.

The results of MLD Resorts Laos Limited for the prior period are presented below:

	For the period from 1 January 2024 to date of disposal HK$'000
Revenue	51,018
Cost of sales and services	(19,337)
	31,681
Other income, gains and losses	686
Reversal of impairment losses on financial assets	81
Marketing and promotional expenses	(2,421)
Operating, administrative and other expenses	(17,670)
Finance costs	(138)
Profit from the discontinued Laos operation	12,219
Gain on disposal of the discontinued Laos operation	77,912
Profit before tax from the discontinued Laos operation	90,131
Income tax:
Related to Lao PDR annual flat tax and income tax	(8,877)
Related to gain on disposal	(6,219)
Profit for the period from the discontinued Laos operation	75,035

An analysis of net assets disposed as at the date of the disposal of the discontinued Laos operation is as follows:

| | 2024
HK$'000 |
| --- | --- |
| Net assets disposed of: | |
| Property, plant and equipment | 155,915 |
| Right-of-use assets | 12,833 |
| Intangible assets | 40,294 |
| Inventories | 7,632 |
| Cash and bank balances | 30,747 |
| Trade and other receivables | 13,560 |
| Trade and other payables | (21,129) |
| Tax payable | (3,010) |
| Lease liabilities | (4,325) |
| | 232,517 |
| Exchange fluctuation reserve | (25,967) |
| Gain on disposal of the discontinued Laos operation | 77,912 |
| Total consideration | 284,462 |
| Satisfied by: | |
| Cash | 284,462 |

The net cash flows generated from the disposal of MLD Resorts Laos Limited are as follows:

| | For the period from 1 January 2024 to date of disposal
HK$'000 |
| --- | --- |
| Cash consideration | 284,462 |
| Deposit received in the prior year | (78,153) |
| Cash and bank balances disposed of | (30,747) |
| Net inflow of cash and cash equivalents in respect of the disposal of the discontinued Laos operation | 175,562 |

11. DIVIDEND

No dividend was paid or proposed for ordinary shares by the Company during the year (2024: Nil).

12. LOSS PER SHARE

From continuing operations

The calculation of the basic loss per share from continuing operation attributable to the owners of the Company is based on the following:

Loss figures are calculated as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Loss for the year attributable to owners of the Company | (1,566,393) | (622,627) |
| Less: (Loss)/profit for the year from discontinued operations | (56,382) | 171,720 |
| Loss for the purposes of basic loss per share from continuing operations | (1,510,011) | (794,347) |
| Number of shares | | |
| | 2025
'000 | 2024
'000 |
| Weighted average number of ordinary shares for the purpose of basic loss per share | 623,219 | 623,219 |

The weighted average number of ordinary shares for the purpose of basic loss per share has been adjusted for the share consolidation as disclosed in the announcement of the Company dated 30 July 2025 that took place on 1 August 2025 and for the rights issue as disclosed in the announcement of the Company dated 22 January 2026 that occurred after the year ended 31 December 2025 but before the date of this announcement as if they had been effective on 1 January 2024.

Diluted loss per share is not presented as the Company did not have any dilutive potential ordinary shares for both years.

From discontinued operations

Basic loss per share (2024: earnings per share) for the discontinued operations is HK$0.09 per share (2024: HK$0.27 per share), based on the loss (2024: profit) for the year from the discontinued operations of HK$56,382,000 (2024: HK$171,720,000) and the denominators detailed above for basic loss per share (2024: earnings per share).

13. TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Trade receivables | 33,464 | 111,993 |
| Less: Impairment losses | (5,681) | (52,648) |
| | 27,783 | 59,345 |
| Other receivables | 41,479 | 85,408 |
| Less: Impairment losses | (23,335) | (67,131) |
| | 18,144 | 18,277 |
| Deposit and prepayments | 13,254 | 16,614 |
| Total trade and other receivables, deposits and prepayments | 59,181 | 94,236 |

As at 1 January 2024, trade receivables from contracts with customers amounted to HK$91,211,000.

The following is an ageing analysis of trade receivables, net of impairment allowance, presented based on the invoice date at the end of the reporting period:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Within 3 months | 25,257 | 53,541 |
| Over 3 months but within 6 months | 2,178 | 605 |
| Over 6 months but within 1 year | 348 | 122 |
| Over 1 year | - | 5,077 |
| | 27,783 | 59,345 |

14. TRADE AND OTHER PAYABLES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Trade payables | 39,698 | 33,837 |
| Construction and retention payables | 49,526 | 16,307 |
| Other payables | 46,791 | 58,371 |
| Other tax payables | 31,177 | 15,456 |
| Deposits received from tenants | 52,631 | 27,323 |
| Accrued staff costs | 88,782 | 37,203 |
| Other sundry accruals | 98,539 | 77,590 |
| Total trade and other payables | 407,144 | 266,087 |

The following is an ageing analysis of trade payables presented based on the invoice date at the end of the reporting period:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Within 3 months | 32,589 | 33,327 |
| Over 3 months but within 6 months | 6,029 | 119 |
| Over 6 months but within 1 year | 689 | 344 |
| Over 1 year | 391 | 47 |
| | 39,698 | 33,837 |
| 15. BANK AND OTHER BORROWINGS | | |
| | 2025
HK$'000 | 2024
HK$'000 |
| Bank borrowings, secured | 2,055,663 | 2,066,375 |
| Other borrowings | 339,400 | 339,400 |
| | 2,395,063 | 2,405,775 |
| Analysed for reporting purposes as: | | |
| Current liabilities | 2,395,063 | 2,405,775 |

16. CONTINGENT LIABILITIES

At the end of the reporting period, pursuant to the 1st addendum of the New Service Agreement, the Group provided a bank guarantee of HK$82,000,000 (2024: HK$82,000,000) to SJM.

EXTRACT OF INDEPENDENT AUDITOR'S REPORT

The following is an extract of the Independent Auditor’s Report from the auditor of the Company, Baker Tilly Hong Kong Limited (“Baker Tilly”), on the consolidated financial statements of the Group for the year ended 31 December 2025:

Disclaimer of opinion

We do not express an opinion on the consolidated financial statements of the Group. Because of the potential interaction of the multiple uncertainties relating to going concern and their possible cumulative effect on the consolidated financial statements as described in the Basis for disclaimer of opinion section of our report, it is not possible for us to form an opinion on these consolidated financial statements. In all other respects, in our opinion, the consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

Basis for disclaimer of opinion

Multiple uncertainties relating to going concern

As set out in note 2 to the consolidated financial statements, the Group had net current liabilities of approximately HK$2,704.0 million as at 31 December 2025 and incurred a net loss of approximately HK$1,566.4 million for the year then ended. As at 31 December 2025, the Group’s total bank and other borrowings amounted to approximately HK$2,395.1 million, which were either due for repayment within the next 12 months from the end of the reporting period or are repayable on demand, while its cash and bank balances amounted to approximately HK$27.1 million. As a result of non-compliance with certain loan covenants, the Group’s outstanding bank borrowings of approximately HK$2,055.7 million became immediately repayable if demanded by the creditor banks. In addition, following the discontinuation of the Group’s gaming business in Macau on 13 November 2025, the Group shifted its business focus towards the development of non-gaming businesses, including hotels, conventions and exhibitions, food and beverage operations and leasing of available premises. These conditions, together with other matters set out in note 2 to the consolidated financial statements, indicate the existence of material uncertainties which cast significant doubt on the Group’s ability to continue as a going concern.

The directors of the Company have undertaken plans and measures to improve the Group’s liquidity and financial position, which are set out in note 2 to the consolidated financial statements. The validity of the going concern assumption on which the consolidated financial statements have been prepared depends on the successful outcome of these plans and measures, which are subject to multiple uncertainties, including (i) the successful implementation of the Group’s various plans and mitigating measures to increase revenue from non-gaming business in Macau and to manage the current business environment following the early termination of the Group’s gaming business in Macau on 13 November 2025, including the execution of a cost control program to minimise the cash outflows from non-essential expenditures; (ii) continual support from the Group’s creditor banks, including (a) refraining from exercising their rights to demand immediate repayment of the Group’s outstanding borrowings arising from the non-compliance with loan covenants and (b) the successful restructuring of the Group’s loan instalments due in 2026 on terms favourable to the Group; and (iii) the continual support from the Company’s substantial shareholder for not demanding repayment of shareholder’s loan of HK$50.0 million.

As a result of these multiple uncertainties, their potential interaction, and the possible cumulative effect thereof, we were unable to form an opinion as to whether the going concern basis of preparation is appropriate. Should the Group fail to achieve the above-mentioned plans and measures, it might not be able to continue to operate as a going concern, and adjustments would have to be made to write down the carrying values of the Group's assets to their recoverable amounts, to provide for any further liabilities which might arise, and to reclassify non-current assets and non-current liabilities to current assets and current liabilities, respectively. The effect of these adjustments have not been reflected in the consolidated financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview of Results

Non-gaming Operations– Continuing Operations

For the year ended 31 December 2025, the Group recorded total non-gaming revenue of approximately HK$358.6 million, representing a decrease by approximately HK$19.7 million or approximately 5.2% below that of the last corresponding year of approximately HK$378.3 million. The decrease was mainly due to the drop in average daily room rate, causing the decrease in revenue from hotel rooms.

The following table provides details on the composition of the Group’s non-gaming revenue:

| | 2025
HK$’000 | 2024
HK$’000
(Restated) |
| --- | --- | --- |
| Income from hotel rooms | 184,882 | 197,467 |
| Licensing income from investment properties | 42,417 | 44,044 |
| Income from building management services | 24,018 | 26,012 |
| Food and beverage | 103,631 | 103,496 |
| Sales of merchandise | – | 72 |
| Others | 3,669 | 7,235 |
| Total revenue from non-gaming continuing operations | 358,617 | 378,326 |

The following table sets out certain key operational data on our major hotel operations of the Group for the years ended 31 December 2025 and 31 December 2024:

	2025		2024
	Legend Palace Hotel	Harbourview Hotel	Legend Palace Hotel	Harbourview Hotel
Occupancy rate (%)	91.0	90.7	91.8	92.1
ADR (HK$)	952	766	965	815
REVPAR (HK$)	866	695	885	750

Adjusted EBITDA

Adjusted EBITDA is a non-HKFRS measure of the Group's operating profitability and is calculated as profit before finance costs, depreciation of investment properties, right-of-use assets, and property and equipment, loss on disposal of property and equipment, impairment losses on financial assets, property and equipment, right-of-use assets and long term deposit, bank interest income, compensation income and income tax expenses. The use of Adjusted EBITDA is mainly to supplement our consolidated financial statements to allow the management of the Group to evaluate the financial performance of the Group regardless of the items they do not consider indicative of the operating performance of their business, being mainly some one-off expenses. As such, the Group arrived at the Adjusted EBITDA by eliminating the effects of certain non-cash or non-recurring items, including one-off transaction costs in connection with disposals. The management believed Adjusted EBITDA presents a more refined and clearer view on the Group's profitability in the normal course of business, without being distorted by non-recurring or non-operational items, providing a more meaningful basis for financial analysis and decision-making. It may not be comparable to other similarly titled measures presented by other companies.

The following table reconciles the Adjusted EBITDA on continuing operations to the profit attributable to owners of the Company:

	For the year ended 31 December 2025
	Discontinued gaming related operation in Macau HK$'000	Continuing operations HK$'000	Total HK$'000
Loss for the period	(56,382)	(1,510,011)	(1,566,393)
Adjustments for:
Finance costs(1)	8,200	144,446	152,646
Depreciation of investment properties	-	17,994	17,994
Depreciation of right-of-use assets	-	40,596	40,596
Depreciation of property and equipment	7,689	171,487	179,176
Loss/(gain) on disposal of property and equipment(2)	11,867	(29)	11,838
Impairment losses on financial assets(3)	-	3,498	3,498
Impairment losses on property and equipment	16,003	1,051,709	1,067,712
Impairment losses on right-of-use assets	-	80,200	80,200
Bank interest income	(14)	(35)	(49)
Compensation income(4)	-	(252)	(252)
Income tax credit	-	(12,371)	(12,371)
Unrealised exchange differences(5)	-	(2)	(2)
Other(6)	-	32,392	32,392
Adjusted EBITDA	(12,637)	19,622	6,985

For the year ended 31 December 2024

	Discontinued
	gaming related operation in Macau HK$'000 (Restated)	Discontinued Laos operation HK$'000 (Restated)	Continuing operations HK$'000 (Restated)	Total HK$'000 (Restated)
Profit/(loss) for the period	96,685	75,035	(794,347)	(622,627)
Adjustments for:
Finance costs(1)	8,200	138	181,592	189,930
Depreciation of investment properties	-	-	17,994	17,994
Depreciation of intangible assets	-	364	-	364
Depreciation of right-of-use assets	-	2,002	44,761	46,763
Depreciation of property and equipment	13,812	7,499	246,263	267,574
Loss on disposal of property and equipment(2)	2,602	(250)	10,574	12,926
(Reversal of impairment losses)/ impairment losses on financial assets(3)	-	(81)	22	(59)
Impairment of property and equipment	-	-	274,473	274,473
Impairment of right-of-use assets	-	-	74,308	74,308
Impairment of long term deposit	-	-	27,458	27,458
Bank interest income	(39)	(28)	(154)	(221)
Compensation income(4)	-	-	(134)	(134)
Income tax (credit)/expenses	(770)	15,096	(42,670)	(28,344)
Reversal of write down of inventories to net realizable value	-	-	(784)	(784)
Unrealised exchange differences(5)	-	(400)	2	(398)
Gain on disposal of Laos Operations(7)	-	(77,912)	-	(77,912)
Adjusted EBITDA	120,490	21,463	39,358	181,311

Notes:
1. Finance cost included interest on bank borrowings, interest on shareholders' loans, interest on lease liability and amortization of finance costs on bank borrowings which were items that would also be adjusted in arriving traditional EBITDA.
2. Loss/(gain) on disposal of property and equipment was a one-time, non-recurring expense. Since this item is not indicative of ongoing operational performance, it was excluded from the Adjusted EBITDA to avoid significant fluctuations in profitability.

Each of (a) impairment losses on financial assets, net; (b) impairment losses on property and equipment; (c) impairment losses on right-of-use assets; and (d) impairment losses on long term deposit, were non-recurring in nature, arising from adjustments to the asset valuation of the Group’s investment projects in Macau and Cape Verde rather than ongoing business operations. They were excluded from Adjusted EBITDA to better reflect the ongoing operational performance which helped maintain focus on the Group’s actual earnings from ongoing business operations.
Compensation income referred to income from insurance companies through claims and was non-recurring in nature. It was excluded from Adjusted EBITDA to avoid significant fluctuations in profitability.
Unrealised exchange differences were inherently volatile and non-operational in nature. In order to avoid misleading assessments on the Group’s operational performance, they were excluded from Adjusted EBITDA to focus on a more consistent revenue stream.
Other referred to the non-recurring litigation provision recognized in 2025 on the investment project in Cape Verde.
Gain on disposal of Laos Operations was a one-time, non-recurring gain. Since this item is not indicative of ongoing operational performance, it was excluded from Adjusted EBITDA to avoid distortion.

Adjusted EBITDA on continuing operations for the year ended 31 December 2025 recorded a profit of approximately HK$19.6 million, representing a decrease in profit of approximately HK$19.8 million as compared with the last corresponding year of a profit of approximately HK$39.4 million.

The decrease was mainly due to the drop in total revenue of approximately HK$19.7 million for the year ended 31 December 2025 as compared to the last corresponding year, which was largely brought by the decrease in revenue from hotel rooms.

The Group’s loss from continuing operations for the year ended 31 December 2025 was approximately HK$1,510.0 million, as compared to that of the last corresponding year of approximately HK$793.9 million, it was increased by approximately HK$716.1 million. Such significant increase was mainly due to the recognition of a significant impairment loss in the value of MFW operated by MFW Investment of approximately HK$1,131.9 million, in light of the non-renewal of service agreement by SJM upon expiry of the New Service Agreement on 31 December 2025 and was subsequently terminated early on 13 November 2025.

Dividend

The Board will not declare any final dividend for the year ended 31 December 2025 (2024: Nil).

Business Overview and Outlook

Visitation in Macau continued to grow steadily in 2025. According to the figures from Macau SAR Government Statistics and Census Service, the total number of visitor arrivals in 2025 increased to approximately 40.1 million from approximately 34.9 million in 2024, representing an increase of 14.7%; however, the average occupancy rate of hotel sector only increased by approximately 3.1% from 86.5% in 2024 to 89.6% in 2025 and the total non-gaming spending of visitors only increased by approximately 6.3% from HK$73.2 billion in 2024 to HK$77.8 billion in 2025 while the total value of retail sales even dropped by 3.2% from HK$69.8 billion in 2024 to HK$67.6 billion in 2025. Due to the sensible spending pattern of visitors, as well as locally, we remained cautiously optimistic towards tourism, retail and food and beverage industries in Macau.

Revenue from continuing operation comprised of revenue from the non-gaming operations of the Group in Macau and was recorded at a total of approximately HK$358.6 million in 2025. As compared to approximately HK$378.3 million generated in 2024, it decreased by approximately HK$19.7 million, representing a decrease of approximately 5.2%. The decrease was mainly due to the drop in revenue from hotel rooms by approximately HK$12.6 million which was in turn brought by the decrease in average daily room rate. As reported by Macau SAR Government Statistics and Census Service, similar trends in the market were observed where the annualised change of tourist price index for accommodation in the fourth quarter of 2025 dropped by 2.9%.

The early termination of the New Service Agreement entered into between the Group and SJM for the provision of services in selling, promotion, advertising, customer development and introduction, coordination of activities and other related services to SJM on 13 November 2025 put an end to the gaming business of the Group. A new chapter was then opened where the Group strategically and systematically rebranding the Macau Fisherman's Wharf into a completely non-gaming related entertainment complex. In the third quarter of 2025, the Group launched a non-gaming membership named "Wave Club", aiming to achieve higher customer retention and better customer targeting through personalised marketing. In the fourth quarter of 2025, four more pickle-ball courts were offered to further enhance the sense of sports atmosphere.

Going forward, the Group will continue to execute its strategies to better position itself for seizing opportunities and overcoming challenges. Resources will continue to be allocated to optimize the facilities of the Macau Fisherman's Wharf enhancing the exclusive experience of the waterfront complex such as exploring the possibility of providing marine attractions by the wharf, as well as to create more synergy within its portfolio including but not limited to the holding of larger scale event that utilizes different venues at the same time. In the first quarter of 2026, full scale pet friendly policy has been implemented in all outdoor area of the wharf which is expected to attract pet-related shops to station and pet-related events to happen. In the following quarters of 2026, more sports spaces are expected to be offered to further draw participation and drive visitation. These further advance the Group's objective in contributing to the building of Macau SAR as a "City of Performing Arts" and a "City of Sports".

Liquidity and Capital Resources

The Group's liquidity needs primarily comprise working capital, capital expenditure, and servicing borrowings of the Group. The Group has generally funded its operations and development projects from internal resources, debt and/or equity financing.

As at 31 December 2025, the consolidated net assets attributable to owners of the Company amounted to approximately HK$1,469.4 million, representing a decrease of approximately HK$1,568.6 million from approximately HK$3,038.0 million as at 31 December 2024. The decrease in consolidated net assets during the year ended 31 December 2025 was mainly due to the Group's loss for the year of approximately HK$1,566.4 million.

Cash and bank balances

As at 31 December 2025, cash and bank balances held by the Group amounted to approximately HK$27.1 million (excluding pledged bank deposits of approximately HK$1.7 million), which was denominated mainly in HK$ and MOP. Given MOP is linked to HK$, the Group considers the exposure to exchange rate risk is nominal for its cash and bank balances denominated in MOP.

Borrowings

As at 31 December 2025, the Group had outstanding (i) secured and guaranteed bank borrowings of approximately HK$2,055.7 million, and (ii) unsecured, unguaranteed and interest bearing other borrowings of HK$339.4 million. The bank borrowings and other borrowings carried interest at Hong Kong Interbank Offered Rate plus 2.25%-3% per annum and 5%-11.4% per annum respectively. The Group’s bank borrowings and other borrowings were denominated in HK$.

Charge on the Group’s Assets

As at 31 December 2025, certain assets of the Group were pledged to secure credit facilities and use of electricity granted to the Group, including investment properties with a total carrying amount of approximately HK$410.8 million (31 December 2024: approximately HK$428.8 million), buildings with a total carrying amount of approximately HK$2,609.1 million (31 December 2024: approximately HK$3,177.9 million), right-of-use assets with a total carrying amount of approximately HK$894.1 million (31 December 2024: approximately HK$1,014.9 million), trade receivables of approximately HK$27.8 million (31 December 2024: approximately HK$47.9 million), bank deposits of approximately HK$1.7 million (31 December 2024: approximately HK$1.7 million) and rental deposits paid of approximately HK$1.6 million (31 December 2024: HK$1.7 million).

Gearing

The Group’s net gearing ratio is expressed as a percentage of total borrowings (e.g. bank and other borrowings) minus cash (e.g. pledged bank deposits and cash and bank balances) over total equity. As at 31 December 2025, the Group’s net gearing ratio was 161.2% (31 December 2024: 77.4%).

Purchase, Sale or Redemption of Listed Shares

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Shares (including the sale of treasury shares) during the year ended 31 December 2025.

As at 31 December 2025, there were no treasury shares held by the Company.

Contingent liabilities

As at 31 December 2025, pursuant to the 1st addendum of the New Service Agreement, the Group provided a bank guarantee of HK$82,000,000 (2024: HK$82,000,000) to SJM.

Capital commitments

As at 31 December 2025, the Group had capital commitments in respect of the acquisition of property and equipment and construction in progress which are contracted for but not provided of HK$218,191,000 (2024: HK$189,560,000).

Employees and Remuneration Policies

As at 31 December 2025, the Group had a total of 716 (2024: 1,149) employees, including nil (2024: 327) gaming operation employee who was employed and paid by SJM but over whom the Group exercised oversight in accordance with the New Service Agreement, due to the early termination of the New Service Agreement on 13 November 2025. The Group reimbursed SJM in full for the salaries and other benefits of these gaming operation employees.

The Group recognises the importance of maintaining a stable staff force for its continued success. Staff remuneration is determined by reference to personal qualifications, work performance, industry experience, responsibilities and relevant market trends. Discretionary bonuses are granted to employees based on merit and in accordance with industry practice. Other benefits including retirement benefits, subsidised medical care, pension funds and sponsorship for external education and training programmes are offered to eligible employees.

SUFFICIENCY OF PUBLIC FLOAT

The Stock Exchange has granted a waiver under Rule 8.08 of the Listing Rules from strict compliance with the minimum public float requirement of 25% of the total issued share capital of the Company, and accepted a lower percentage of 19.04% (the "Public Float Waiver").

According to the information that is publicly available to the Company and within the knowledge of the Board, as at the date of this announcement, the Company has maintained the prescribed public float under the Listing Rules and as required by the Public Float Waiver.

EVENTS AFTER THE REPORTING PERIOD

Rights Issue

On 22 January 2026, the Company completed the Rights Issue on the basis of one Rights Share for every two Shares held on the record date at the subscription price of HK$0.3 per Rights Share, and issued 310,059,356 Rights Shares. The gross proceeds from the Rights Issue were approximately HK$93.0 million and the net proceeds from the Rights Issue, after deducting professional fees and all other relevant expenses, were approximately HK$86.4 million.

Details of the Rights Issue are set out in the announcements of the Company dated 3 October 2025, 27 October 2025 and 22 January 2026, and the prospectus of the Company dated 31 December 2025.

As disclosed, the Company intends to utilise the net proceeds in the following manner:

(i) approximately HK$30.0 million for the payment of existing trade and other payables by 28 February 2026;

(ii) approximately HK$17.0 million for the payment of existing property tax payable by 15 February 2026; and
(iii) the remaining portion for interest payments and general operating expenses, including staff costs, utilities, professional fees and other administrative expenses incurred in the ordinary course of business, by 31 December 2026.

As at the date of this announcement, approximately HK$56.4 million, representing 65.3% of the net proceeds, were utilised in accordance with the original purpose disclosed.

Appointment of Independent Non-executive Director

On 1 March 2026, Ms Pong Joanne Chiu Yan ("Ms Pong") has been appointed as an independent non-executive Director, the chairman of the Audit Committee and a member of each of the Remuneration Committee and Nomination Committee, with a term of one year commencing on 1 March 2026 and renewable automatically for successive terms of one year each commencing from the day after the expiry of the then current term. She is also subject to the retirement by rotation and re-election provisions as set out in the articles of association of the Company.

For further details, please refer to the Company’s announcement dated 27 February 2026.

Save as disclosed, there was no significant event after the end of the reporting period and up to the date of this announcement that either require adjustment of the financial statement or are material to the understanding of the Group’s current position.

CORPORATE GOVERNANCE

Compliance with the Corporate Governance Code

The Company believes that good corporate governance practices are very important for maintaining and promoting investor confidence and for the sustainable growth of the Group. The Board sets appropriate policies and implements corporate governance practices appropriate to the conduct and growth of the Group’s business. The Board is committed to strengthening the Group’s corporate governance practices and ensuring transparency and accountability of the Company’s operations. Throughout the year ended 31 December 2025, the Company has complied with the CG Code save for the following:

Code provision C.2.1

Code provision C.2.1 of the CG Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual.

Mr Li Chu Kwan currently performs both of the roles as the chairman of the Board and the chief executive officer of the Company. This deviates from code provision C.2.1 of the CG Code. The Board considers that this structure will not impair the balance of power and authority between the Board and the management of the Company. The Board believes that vesting both the roles of chairman and

the chief executive officer in the same person has the benefit of providing a strong and consistent leadership to the Group and allows for more effective planning, management and implementation of the overall strategy of the Group. In addition, the Board is of the view that the balanced composition of the executive and the independent non-executive Directors on the Board and the various committees of the Board (primarily comprising independent non-executive Directors) in overseeing different aspects of the Company's affairs would provide adequate safeguards to ensure a balance of power and authority. The Board will continue to review and consider splitting the roles of the chairman and the chief executive officer at a time when appropriate and suitable by taking into account the circumstances of the Group as a whole. Hence, the aforesaid deviation is appropriate and in the best interest of the Company at the present stage.

Compliance with Rules 3.10(1), 3.10A, 3.21 and 3.25 of the Listing Rules

Rules 3.10(1) and 3.10A of the Listing Rules set out that the Board must include at least three independent non-executive Directors, representing at least one-third of the Board, Rule 3.21 of the Listing Rules set out that the Audit Committee must be chaired by an independent non-executive director, and Rule 3.25 of the Listing Rules set out that the Remuneration Committee must comprise a majority of independent non-executive Directors. Following the expiration of tenure of office of Mr Lau Ngai Kee, Ricky on 28 December 2025, the number of the independent non-executive Directors and the members of the Audit Committee and the Remuneration Committee fell below the minimum number required under Rules 3.10(1), 3.10A, 3.21 and 3.25 of Listing Rules.

On 1 March 2026, the Company has appointed Ms Pong as an independent non-executive Director, the chairman of the Audit Committee, and a member of each of the Remuneration Committee and the Nomination Committee. Since the appointment of Ms Pong and the changes in composition of Board committees, the Company is now in compliance with the requirements under Rules 3.10(1), 3.10A, 3.21 and 3.25 of the Listing Rules.

REVIEW OF ANNUAL RESULTS

The Group's consolidated financial statements for the year ended 31 December 2025 have been reviewed by the Audit Committee, which currently comprises three independent non-executive Directors, namely Ms Pong, Mr Mak Ka Wing, Patrick and Ms Ma Cheuk Ling and one non-executive Director, namely Ms Ho Chiulin, Laurinda.

SCOPE OF WORK OF BAKER TILLY

The figures in respect of the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 December 2025 as set out in this preliminary announcement have been agreed by the Group's auditor, Baker Tilly, to the amounts set out in the Group's consolidated financial statements for the year. The work performed by Baker Tilly in this respect did not constitute an assurance engagement and consequently no opinion or assurance conclusion has been expressed by Baker Tilly on the preliminary announcement.

DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context otherwise requires:

"Adjusted EBITDA" the Group's adjusted earnings before interest income, finance costs, income taxes, depreciation, amortization and certain items

"ADR" average daily room rate

"Audit Committee" the audit committee of the Company

"Board" the board of Directors

"CG Code" the Corporate Governance Code contained in Appendix C1 to the Listing Rules

"Company" Macau Legend Development Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

"Directors" the directors of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"HKASs" Hong Kong Accounting Standards

"HKICPA" Hong Kong Institute of Certified Public Accountants

"Hong Hock" Hong Hock Development Company Limited, a company incorporated in Macau and a subsidiary of the Company

"Hong Kong" Hong Kong Special Administrative Region of the PRC

"Lao PDR" the Lao People's Democratic Republic

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Macau" the Macau Special Administrative Region of the PRC

“MFW” Macau Fisherman’s Wharf operated by MFW Investment

“MFW Group” MFW Investment and its subsidiaries

“MFW Investment” Macau Fisherman’s Wharf International Investment Limited, a company incorporated in Macau and a subsidiary of the Company

“MOP” Macau Pataca, the lawful currency of Macau

“Mr Li Chu Kwan” Mr Li Chu Kwan, the chairman of the Board, an executive Director and the chief executive officer of the Company

“New Service Agreement” the service agreement dated 30 December 2022 and its related amendments entered into between Hong Hock and SJM, under which the Group provides gaming services to SJM in Legend Palace Casino

“Nomination Committee” the nomination committee of the Company

“PRC” or “China” the People’s Republic of China, for the sole purpose of this announcement, excluding Hong Kong, Macau and Taiwan

“Remuneration Committee” the remuneration committee of the Company

“REVPAR” revenue per available room

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

“SJM” SJM Resorts, S.A.

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent

By order of the Board
Macau Legend Development Limited
Li Chu Kwan
Chairman, executive Director and chief executive officer

Hong Kong, 31 March 2026

As at the date of this announcement, the executive Directors are Mr Li Chu Kwan and Ms Lam Shu Yan; the non-executive Directors are Ms Ho Chulin, Laurinda, Mr Li Chun Tak and Mr Wong Che Man Eddy; and the independent non-executive Directors are Mr Mak Ka Wing, Patrick, Ms Ma Cheuk Ling and Ms Pong Joanne Chiu Yan.