Audit drama in conglomerate’s move to Bermuda
A giant Chinese investment holding company which last year was near collapse, has redomiciled from Cayman to Bermuda, updating its registered office and governance documents.
Macau Legend Development Ltd, facing crippling losses in recent years, was attempting to restructure, after reporting for the year to December 31, 2024 a net loss of about HK$622.6 million and liabilities of some HK$2,513 million ($323 million).
The Hong Kong-listed casino and hotel operator suffered from limited funds and huge loans before defaulting on payments.
The conglomerate is an investment holding company principally engaged in the provision of gaming services for mass market tables.
Another segment operates the Macau Fisherman's Wharf, including hotel and other operations such as concessions, building management services as well as food and beverage services.
Its troubles did not go unnoticed by the gaming industry.
Inside Asian Gaming, the widely circulated print and digital media brand for the gaming, resort and entertainment industry, reported banner headlines in March: “Macau Legend defaults on loan repayment after falling to US$78 million loss in FY24.”
At the mercy of its lenders, the company faced multiple uncertainties as a going concern.
Macau Legend appears to have struck a deal with its lenders and resolved a significant dispute with its auditors, who this month dramatically quit by mutual consent the day before an extraordinary general meeting on December 2.
A December 1 statement, through the Hong Kong Stock Exchange, by Li Chu Kwan, the group’s chairman, executive director and chief executive, explained that the company’s auditor, Ernst & Young, had resigned at the request of the board as of that date, as the two organisations were unable to agree on the audit fee for the financial year ending December 31, 2025.
The company’s board determined that “a change of auditor would better achieve the company’s cost-control objectives and a change of auditor and the acceptance of resignation of EY are in the interests of the company”.
EY did not express an opinion on the group’s consolidated financial statements for the year ended December 31, 2024 “due to multiple uncertainties relating to going concern”, Mr Li said.
The auditors did not express a conclusion on the group’s interim financial information for the six months ended June 30, 2025 for the same reasons.
Mr Li’s statement added that EY confirmed in its letter of resignation, dated December 1, that except for the disagreement in audit fee and the two above detailed matters “there are no circumstances connected with their resignation which they consider should be brought to the attention of the shareholders or creditors of the company in relation to the change of the auditor of the company”.
During the EGM, the change of domicile from Cayman to Bermuda was at the top of the agenda. It was among three itemised matters for which there was almost unanimous agreement.
They included:
- To approve the change of domicile, the adoption of the new memorandum of continuance and the new byelaws, and the fixing of the maximum number of the directors of the company
- To approve the cancellation of share premium account and the transfer of such amount to the contributed surplus account
- To approve the capital reorganisation, which involves the capital reduction and the share subdivision
Macau Legend completed the change of domicile on Friday, with the company deregistered in the Cayman Islands and continuing in Bermuda as an exempted company.
As part of the move, the company updated its registered office to Canon’s Court in Hamilton, and appointed Appleby Global Corporate Services (Bermuda) Ltd as its principal share registrar and transfer office, while Computershare Hong Kong Investor Services remains the branch registrar in Hong Kong.
