This annual reporton Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. See “Item 3. Key Information — D. Risk Factors” for a discussion of some risk factors that may affect our business and results of operations. Moreover, because we operate in a heavily regulated and evolving industry, may become highly leveraged and operate across various geographies including Macau, the Philippines and Cyprus, new risk factors may emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement.
In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. We have based the forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:
| • | our goals and strategies; |
| • | general domestic or global political and economic conditions, including in China, which may impact levels of travel, leisure and consumer spending; |
| • | our ability to successfully operate our casinos; |
| • | our ability to obtain or maintain all required governmental approvals, authorizations and licenses for our operations; |
| • | our compliance with conditions and covenants under the existing and future indebtedness; |
| • | capital and credit market volatility; |
| • | our ability to raise additional capital, if and when required; |
| • | fluctuations in the gaming and leisure market in Macau, the Philippines, Cyprus and Sri Lanka; |
| • | the liberalization of travel restrictions on mainland China citizens and convertibility of the Renminbi; |
| • | the tightened control of certain cross-border fund transfers from mainland China; |
| • | the availability of credit for gaming patrons; |
| • | the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Macau, the Philippines, Cyprus and Sri Lanka; |
| • | cybersecurity risks including misappropriation of customer information or other breaches of information security; |
| • | fluctuations in occupancy rates and average daily room rates in Macau, the Philippines, Cyprus and Sri Lanka; |
| • | our ability to continue to develop new technologies and/or upgrade our existing technologies; |
| • | increased competition from other casino hotel and resort projects in Macau and elsewhere in Asia, including the other concessionaires in Macau; |
| • | City of Dreams Sri Lanka and any new projects and new ventures that we may pursue in or outside of Macau, the Philippines, Cyprus or Sri Lanka; |
| • | construction cost estimates and completion time estimates for our development projects, including projected variances from budgeted costs and timing; |
| • | government policies, laws and regulations relating to the leisure and gaming industry, including the implementation of the amended gaming law in Macau, and the legalization of gaming in other jurisdictions; |
| • | significantly increased regulatory scrutiny on Macau gaming promoters’ operations that has resulted in the cessation of business by many gaming promoters in Macau; |
| • | the completion of infrastructure projects in Macau, the Philippines, Cyprus and Sri Lanka; |
| • | our ability to retain and gain new customers; |
| • | our ability to offer new services and attractions; |
| • | our expectations regarding demand for our services and market acceptance of our brands and businesses; |
| • | the reduced access to our target markets due to travel restrictions, and the potential long-term impact on customer retention; |
| • | the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, such as the COVID-19 pandemic or the period of time required for tourism to return to pre-pandemic levels (if at all), extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks or other acts of violence; |
| • | the outcome of any current and future litigation; and |
| • | other factors described under “Item 3. Key Information — D. Risk Factors.” |
The forward-looking statements made in this annual reporton Form 20-F relate only to events or information as of the date on which the statements are made in this annual reporton Form 20-F. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report on Form 20-F and the documents that we referenced in this annual report on Form 20-F and have filed as exhibits with the U.S. Securities and Exchange Commission, or the SEC, completely and with the understanding that our actual future results may be materially different from what we expect.