Genting Hong Kong : VERY SUBSTANTIAL DISPOSAL AND MAJOR TRANSACTIONS IN RELATION TO THE SALE AND LEASEBACK OF GENTING DREAM AND NOTICE OF SPECIAL GENERAL MEETING

November 27, 2019 at 08:38 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Genting Hong Kong Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

VERY SUBSTANTIAL DISPOSAL

AND

MAJOR TRANSACTIONS

IN RELATION TO THE SALE AND LEASEBACK

OF GENTING DREAM

AND

NOTICE OF SPECIAL GENERAL MEETING

The notice convening the special general meeting (the "SGM") of Genting Hong Kong Limited (the "Company") to be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Thursday, 19 December 2019 at 4:00 p.m. is set out on pages 60 to 62 of this circular. The form of proxy enclosed with this circular, together with any power of attorney or other authority under which the form of proxy is signed or a notarially certified copy of that power or authority, shall be deposited at the Corporate Headquarters of the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR or at the office of the Company's Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof and in default, the form of proxy shall not be treated as valid.

28 November 2019

CONTENTS

				Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
2.	THE MEMORANDUM OF AGREEMENT . . . . . . . . . . . . . . . . . . .	9
3.	THE BAREBOAT CHARTER AGREEMENT . . . . . . . . . . . . . . . . .	11
4.	OTHER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .	16
5.	GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
6.	INFORMATION ON THE COMPANY AND THE PARTIES . . . . . . . . . . . .	17
7.	REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTIONS . . .	18
8.	FINANCIAL EFFECT ON THE GROUP . . . . . . . . . . . . . . . . . . .	18
9.	LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . .	19
10.	SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	20
11.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . .	21
12.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	21
APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . . . .	22
APPENDIX II	-	FINANCIAL INFORMATION OF THE VESSEL . . . . . . .	36
APPENDIX III	-	UNAUDITED PRO FORMA FINANCIAL
			INFORMATION OF THE GROUP . . . . . . . . . . . .	37
APPENDIX IV	-	GENERAL INFORMATION . . . . . . . . . . . . . . . .	48
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .	60
FORM OF PROXY

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions bear the following meanings:

"Account Charge"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 4. OTHER DOCUMENTS"
"Agent"	(a) prior to entry into the Coordination Deed, a party designated
	by the Purchasers from time to time; or (b) upon and after entry
	into the Coordination Deed, the "Agent" named and appointed to
	act as agent for and on behalf of the Purchasers for the purposes
	of the Transactions in accordance with the Coordination Deed,
	which shall accede to the terms of the Memorandum of
	Agreement and the Bareboat Charter Agreement
"Approved Valuer"	Brax Shipping HB, Simsonship AB, Clarksons Platou, Fearnleys,
	Lorentzen & Stemoco AS or any other reputable and independent
	international ship brokers
"Announcement"	the announcement of the Company dated 25 September 2019 in
	relation to the Transactions
"Bareboat Charter Agreement"	the bareboat charter agreement dated 25 September 2019 between
	the Seller (as charterer) and the Purchasers (as owners) in relation
	to the bareboat chartering of the Vessel (as amended and/or
	restated from time to time)
"Bareboat Charter Balance"	the amount of the Consideration as may be reduced by payments
	of Fixed Hire and certain other payments made by the Seller (as
	charterer) to the Agent and/or the Purchasers pursuant to the
	Bareboat Charter Agreement
"BCLC SPV"	Xiang CR18 HK International Ship Lease Co., Limited, a
	company incorporated in Hong Kong with limited liability
"Board"	the board of directors of the Company

	DEFINITIONS

"Business Day"	a day (other than a Saturday or Sunday) on which banks and
	financial markets are open for business in Beijing, Singapore,
	Shanghai, Hong Kong and the jurisdiction in which the Agent's
	bank account is opened, and:
	(a) (in relation to the determination of the Delivery Date) in
	Beijing, Singapore, Shanghai, Hong Kong, Bermuda and
	the flag state of the Vessel (being Bahamas or such other
	jurisdiction as may be selected by the Seller and which is
	acceptable to the Agent (acting on the instructions of the
	Purchasers)) from time to time; and
	(b) (on which a payment is to be made or calculated) in New
	York
"Cancelling Date"	31 January 2020
"CCBFL SPV"	Compass Shipping 32 Corporation Limited, a company
	incorporated in Hong Kong with limited liability
"Charter Hire"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 3. THE BAREBOAT CHARTER AGREEMENT -
	Charter Hire and Upfront Fee"
"Charter Period"	the period of 144 months commencing from the Delivery Date
"Closing Market Value"	the market value of the Vessel, the determination of which is
	described in detail under the section headed "LETTER FROM
	THE BOARD - 2. THE MEMORANDUM OF AGREEMENT -
	Consideration"
"CMBFL SPV"	Sea 172 Leasing Co. Limited, a company incorporated in Hong
	Kong with limited liability
"Company"	Genting Hong Kong Limited, an exempted company continued
	into Bermuda with limited liability, having its Shares listed on the
	Main Board of the Stock Exchange
"Completion"	the completion of the sale and purchase of the Vessel pursuant to
	the Memorandum of Agreement
"connected person(s)"	has the same meaning as ascribed to it under the Listing Rules

	DEFINITIONS

"Consideration"	US$900 million or 80% of the Closing Market Value (whichever
	is lower), being the consideration for the Vessel payable by the
	Purchasers to the Seller pursuant to the Memorandum of
	Agreement
"Coordination Deed"	the coordination, agency and trust deed which may be entered into
	between, among others, the Seller (as charterer), the Company (as
	guarantor), the Agent, the Security Agent and the Purchasers (as
	owners) in relation to the appointment of the Agent (as agent) and
	the Security Agent (as security agent) for the Purchasers in
	connection with the Transactions
"Deed of Assignment"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 4. OTHER DOCUMENTS"
"Delivery Date"	the date on which the Vessel is delivered by the Seller to the
	Purchasers pursuant to the Memorandum of Agreement and,
	simultaneously, by the Purchasers to the Seller pursuant to the
	Bareboat Charter Agreement
"Director(s)"	the director(s) of the Company
"Disposal"	the sale of the Vessel by the Seller to the Purchasers pursuant to
	the Memorandum of Agreement
"Early Termination Sum"	the aggregate of the amounts set out in the section headed
	"LETTER FROM THE BOARD - 3. THE BAREBOAT CHARTER
	AGREEMENT - Put Option"
"EUR"	Euro(s), the lawful currency of the European Union
"First Valuation"	the valuation of the Vessel as set out under the section headed
	"LETTER FROM THE BOARD - 2. THE MEMORANDUM OF
	AGREEMENT - Consideration"
"Fixed Hire"	a fixed hire of an amount equal to one-forty eighth of the
	difference between the Consideration and US$270 million (up to
	approximately US$13,125,000)
"Group"	the Company and its subsidiaries

	DEFINITIONS

"Hire Payment Date"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 3. THE BAREBOAT CHARTER AGREEMENT -
	Charter Hire and Upfront Fee"
"Hire Period"	(a) in respect of the first Hire Period, the period commencing
	from (and including) the Delivery Date up to (and including) the
	15th day of the calendar month which is three calendar months
	after the calendar month in which the Delivery Date occurred; and
	(b) in the case of any subsequent Hire Period, the period
	commencing from (and including) the 16th day of the calendar
	month of the preceding Hire Period up to and (including) the 15th
	day of the calendar month which is three calendar months after
	the calendar month in which the preceding Hire Period is to end
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" or	the Hong Kong Special Administrative Region of the People's
"Hong Kong SAR"	Republic of China
"Immediate Holding	Dream Cruises Holding Limited, a company incorporated in
Company"	Bermuda with limited liability and an indirect subsidiary of the
	Company, which directly holds 100% of the issued shares of the
	Seller
"Latest Practicable Date"	22 November 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
"Lim Family"	collectively (1) Tan Sri Lim Kok Thay; (2) his spouse; (3) his
	direct lineal descendants; (4) the personal estate of any of the
	above persons; and (5) any trust created for the benefit of one or
	more of the above persons and their respective estates
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Manager's Undertakings"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 4. OTHER DOCUMENTS"
"Memorandum of Agreement"	the memorandum of agreement dated 25 September 2019 between
	the Seller and the Purchasers in relation to the sale and purchase
	of the Vessel (as amended and/or restated from time to time)

	DEFINITIONS

"Purchase Obligation"	the purchase obligation as set out under the section headed
	"LETTER FROM THE BOARD - 3. THE BAREBOAT CHARTER
	AGREEMENT - Purchase Obligation"
"Purchase Obligation Price"	the aggregate of (a) US$270 million; (b) all unpaid sums due and
	payable together with default interest accrued pursuant to the
	Bareboat Charter Agreement from the due date for payment
	thereof up to the date of actual payment; (c) any other sums as the
	Agent, the Security Agent and the Purchasers (as owners) may be
	entitled to under the terms of the Transaction Documents
"Purchase Option"	the purchase option as set out under the section headed "LETTER
	FROM THE BOARD - 3 . THE BAREBOAT CHARTER
	AGREEMENT - Purchase Option"
"Purchase Option Date"	has the meaning as set out under the section headed "LETTER
	FROM THE BOARD - 3 . THE BAREBOAT CHARTER
	AGREEMENT - Purchase Option"
"Purchase Option Price"	the aggregate of the amounts set out in the section headed
	"LETTER FROM THE BOARD - 3. THE BAREBOAT CHARTER
	AGREEMENT - Purchase Option"
"Purchasers"	as at the Latest Practicable Date, BCLC SPV, CMBFL SPV and
	CCBFL SPV
"Put Option"	the put option as set out in the section headed "LETTER FROM
	THE BOARD - 3. THE BAREBOAT CHARTER AGREEMENT -
	Put Option"
"RM"	Malaysian Ringgit(s), the lawful currency of Malaysia
"S$"	Singapore dollar(s), the lawful currency of Singapore
"Second Valuation"	the valuation of the Vessel as set out under the section headed
	"LETTER FROM THE BOARD - 2. THE MEMORANDUM OF
	AGREEMENT - Consideration"
"Security Agent"	the "Security Agent" named and appointed under the
	Coordination Deed to act as the security agent for and on behalf
	of the Purchasers in accordance with the terms hereof
"Seller"	Genting Dream Limited, a company incorporated in Bermuda with
	limited liability and an indirect subsidiary of the Company

	DEFINITIONS

"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"SGM"	the special general meeting to be convened by the Company at
	Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon,
	Hong Kong SAR on Thursday, 19 December 2019 at 4:00 p.m. to
	consider and, if thought fit, to approve the Memorandum of
	Agreement, the Bareboat Charter Agreement and the
	Transactions, notice of which is set out on pages 60 to 62 of this
	circular
"Share Charge"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 4. OTHER DOCUMENTS"
"Shares"	ordinary shares with par value of US$0.10 each in the share
	capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sub-Charterer"	Dream Cruises Management Limited, a company incorporated in
	Hong Kong with limited liability and an indirect subsidiary of the
	Company
"subsidiary" or "subsidiaries"	has the same meaning as ascribed to it under the Listing Rules
"Third Valuation"	the valuation of the Vessel as set out under the section headed
	"LETTER FROM THE BOARD - 2. THE MEMORANDUM OF
	AGREEMENT - Consideration"
"Total Loss"	during the Charter Period, (a) actual or constructive or
	compromised or agreed or arranged total loss of the Vessel; (b)
	the requisition for title or compulsory acquisition of the Vessel by
	any government or other competent authority (other than by way
	of requisition for hire); or (c) the capture, seizure, arrest,
	detention, hijacking, theft, condemnation as prize, confiscation or
	forfeiture of the Vessel, unless the Vessel is released and returned
	to the possession of the Purchasers (as owners), the Seller (as
	charterer) or the Sub-Charterer within 60 days after the capture,
	seizure, arrest, detention, hijacking, theft, condemnation as prize,
	confiscation or forfeiture in question

	DEFINITIONS

"Transactions"	the transactions contemplated under the Memorandum of
	Agreement and the Bareboat Charter Agreement (which include
	the Disposal, the Put Option, the Purchase Option and the
	Purchase Obligation)
"Transaction Documents"	the Memorandum of Agreement, the Bareboat Charter Agreement,
	the Deed of Assignment, the guarantee given by the Company
	referred to in the section titled "LETTER FROM THE BOARD - 5.
	GUARANTEE", the Share Charge, the Account Charge, the
	Manager's Undertakings, the Upfront Fee Letter and such other
	documents as may be designated as such by the Agent and the
	Seller from time to time
"Upfront Fee Letter"	the upfront fee letter dated 25 September 2019 between the
	Company, the Seller and the Purchasers in relation to the Upfront
	Fee
"Upfront Fee"	has the meaning set out in the section headed "LETTER FROM
	THE BOARD - 3. THE BAREBOAT CHARTER AGREEMENT -
	Charter Hire and Upfront Fee"
"US$"	United States dollar(s), the lawful currency of the United States
	of America
"Vessel"	the "Genting Dream" cruise ship operated under the Dream
	Cruises brand with IMO No. 9733105
"%"	Per-cent

LETTER FROM THE BOARD

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

Board of Directors:	Registered Office:
Executive Directors:	Victoria Place, 5th Floor
Tan Sri Lim Kok Thay	31 Victoria Street
(Chairman and Chief Executive Officer)	Hamilton HM 10
Mr. Lim Keong Hui	Bermuda
(Deputy Chief Executive Officer)
	Corporate headquarters and
Independent Non-executive Directors:	principal place of business
Mr. Alan Howard Smith	in Hong Kong:
(Deputy Chairman)	Suite 1501
Mr. Lam Wai Hon, Ambrose	Ocean Centre
Mr. Justin Tan Wah Joo	5 Canton Road
	Tsimshatsui
	Kowloon
	Hong Kong SAR
	28 November 2019
To the Shareholders
Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL

AND

MAJOR TRANSACTIONS

IN RELATION TO THE SALE AND LEASEBACK

OF GENTING DREAM

1. INTRODUCTION

Reference is made to the Announcement.

On 25 September 2019, the Seller, an indirect subsidiary of the Company, entered into: (1) the Memorandum of Agreement with the Purchasers in relation to the Disposal; and (2) the Bareboat Charter Agreement with the Purchasers in relation to the bareboat chartering of the Vessel. In addition, under the

LETTER FROM THE BOARD

Bareboat Charter Agreement, the Seller has the Purchase Option to purchase the Vessel from the Purchasers if certain conditions are satisfied, the Purchasers have the Put Option to sell the Vessel to the Seller if certain conditions are satisfied, and if neither the Purchase Option nor the Put Option is exercised, the Seller has the Purchase Obligation at the end of the Charter Period to purchase the Vessel from the Purchasers if certain conditions are satisfied.

The purpose of this circular is to provide you with, among other things, further details in relation to the Memorandum of Agreement and the Bareboat Charter Agreement and the Transactions, a notice of the SGM, a form of proxy and such other information as required by the Listing Rules.

2. THE MEMORANDUM OF AGREEMENT Date

25 September 2019

Parties

The Seller (as seller)
The Purchasers (as purchasers)

Subject Matter

Pursuant to the Memorandum of Agreement, the Seller agreed to sell, and the Purchasers each agreed to purchase an equal share in, the Vessel.

Consideration

The Consideration payable by the Purchasers to the Seller is US$900 million or 80% of the Closing Market Value (whichever is lower) and shall be paid in cash at Completion.

The Closing Market Value shall be the market value of the Vessel, as determined by reference to the arithmetic average of two valuations of the Vessel, each addressed to the Agent and prepared:

as at the date which is no more than 30 days prior to the "prepositioning date", being a date which is no later than five Business Days prior to the proposed Delivery Date (or such later date as the parties to the Memorandum of Agreement may otherwise agree);
and certified by an Approved Valuer, with the first Approved Valuer selected by the Seller (in consultation with the Agent) (the "First Valuation") but appointed by the Agent and the second Approved Valuer selected by the Agent (as per the instructions of the Purchasers) (the "Second Valuation"); and

LETTER FROM THE BOARD

on a "desk-top" basis and on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer,

provided always that:

if the First Valuation is 110% or more of the Second Valuation, the Agent shall then procure a third valuation certified by a third Approved Valuer on a "desk-top" basis and on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer (the "Third Valuation"), and the market value of the Vessel will then be determined as the arithmetic mean of the First Valuation, the Second Valuation and the Third Valuation; and
if an Approved Valuer determines that the market value of the Vessel shall fall within a range, the valuation for these purposes, as determined by such Approved Valuer, shall be the lower value of such range.

The Board recently obtained an appraised valuation of the Vessel by an Approved Valuer as at 31 December 2018 and 15 July 2019, in each case on a "desk-top" basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer, which showed an appraisal value of the Vessel of US$1,180 million. Whilst it is noted that such historical appraisal value has no bearing on the Closing Market Value, based on such historical appraisal value, the Board does not expect 80% of the Closing Market Value will be significantly lower than US$900 million. Further announcement will be made by the Company in relation to the determination of the Consideration, as and when appropriate.

The Purchasers agreed to pay the Consideration severally in proportion to their respective participation.

Conditions Precedent

Completion of the Disposal is conditional upon delivery of the following documents, among other things, to the Agent in form and substance satisfactory to the Agent (acting on behalf of the Purchasers):

written resolutions of the board of directors and (if required by law) shareholders of the Seller resolving to sell the Vessel pursuant to the Memorandum of Agreement and to enter into all documentation contemplated by the Memorandum of Agreement and other Transaction Documents;
evidence that on the Delivery Date the Vessel will be registered in the ownership of the Purchasers as co-owners and/or joint owners of all or any of the shares in the Vessel;
approval from the Shareholders in respect of the Memorandum of Agreement and the transactions contemplated thereunder in accordance with the Listing Rules;

LETTER FROM THE BOARD

a transcript of registry issued by the Vessel's registry on the Delivery Date evidencing the Seller's ownership of the Vessel;
the Agent (acting on the instructions of all of the Purchasers) being satisfied that, in its opinion: (a) the conditions precedent set out in the Bareboat Charter Agreement have been or will be satisfied on the Delivery Date or, if earlier, by the timelines set out therein, (b) no termination event or potential termination event (as referred to in the Bareboat Charter Agreement) has occurred and is continuing or would result from the proposed payment of the Consideration; (c) the representations and warranties referred to in the Memorandum of Agreement and the Bareboat Charter Agreement are true and correct in all respects on the date of the Memorandum of Agreement and the Delivery Date; and (d) each Purchaser has remitted or will be remitting its portion of the Consideration no later than five Business Days prior to the Delivery Date, and in any case no later than such time when the Purchasers are required to make any payment under the Memorandum of Agreement; and
the Seller's letter of confirmation that, to the best of its knowledge, the Vessel is not blacklisted by any nation or international organisation.

As at the Latest Practicable Date, condition (i) above has been satisfied.

Completion

Completion shall take place on or around ten Business Days after fulfilment (or waiver by the Purchasers) of the condition precedents set out in the Memorandum of Agreement and in any event before the Cancelling Date.

If the Seller fails to be ready to validly complete a legal transfer of the Vessel by the Cancelling Date, the Agent (acting on the instructions of the Purchasers) and the Purchasers shall have the option of cancelling the Memorandum of Agreement.

If a Purchaser breaches its obligation to pay its proportion of the Consideration, the other (non-defaulting) Purchasers or the Seller shall have the option of cancelling the Memorandum of Agreement.

3. THE BAREBOAT CHARTER AGREEMENT Date

25 September 2019

Parties

The Seller (as charterer)
The Purchasers (as owners)

LETTER FROM THE BOARD

Subject Matter

Pursuant to the Bareboat Charter Agreement, the Purchasers agreed to bareboat charter to the Seller, and the Seller agreed to bareboat charter from the Purchasers, the Vessel, immediately after the delivery of the Vessel from the Seller to the Purchasers pursuant to the Memorandum of Agreement.

The Seller will sub-bareboat charter the Vessel to the Sub-Charterer (being another indirect subsidiary of the Company).

Charter Period

The charter period shall be a period of 144 months commencing from the Delivery Date.

Charter Hire and Upfront Fee

The charter hire, being all and any hire or any other remuneration for use of the Vessel payable by the Seller (as charterer), for each Hire Period (each, a "Charter Hire") shall consist of:

a Fixed Hire; plus
a variable hire which shall be the product of: (a) the Bareboat Charter Balance then outstanding on the relevant Hire Payment Date (as defined below) (prior to the payment of the fixed hire payable on that Hire Payment Date); (b) the London interbank offered rate administered by ICE Benchmark Administration Limited for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen then applicable plus a margin; and (c) a fraction whose denominator is 360 and whose numerator is the number of days elapsing during the relevant Hire Period.

Each Charter Hire shall be paid on the last day of the relevant Hire Period (each, a "Hire Payment Date").

In connection with the Memorandum of Agreement and the Bareboat Charter Agreement, the Purchasers and the Seller entered into the Upfront Fee Letter, pursuant to which the Seller shall pay to the Purchasers and/or the Agent for distribution to the Purchasers an upfront fee equal to

1.3% of the Consideration (the "Upfront Fee"), out of which:

US$5,850,000 shall be payable within two Business Days upon signing of the Memorandum of Agreement; and
the balance of the Upfront Fee shall be payable no later than the Delivery Date.

LETTER FROM THE BOARD

Purchase Option

Subject to (a) no Total Loss having occurred, (b) no Put Option having been exercised, the Seller (as charterer) shall from the first anniversary of the Delivery Date have the option to terminate the chartering of the Vessel and purchase the Vessel from the Purchasers (as owners) prior to or upon expiry of the Charter Period subject to the satisfaction of the following conditions (the date on which all such conditions are satisfied and such termination becomes effective being the "Purchase Option Date"):

no termination event or potential termination event has occurred or will occur as a result of the proposed early termination of the chartering of the Vessel or the proposed purchase of the Vessel pursuant to the Purchase Option; and
the Seller (as charterer) has notified the Agent of the Seller's intention to early terminate the chartering of the Vessel, such notification to be delivered not less than 90 days prior to the proposed Purchase Option Date.

The purchase price (the "Purchase Option Price") of the Vessel upon exercise of the Purchase Option shall equal to the aggregate of:

if the Purchase Option Date falls at any time:
1. from and including the first anniversary of the Delivery Date up to and excluding the third anniversary of the Delivery Date, 103% of the Bareboat Charter Balance as at the Purchase Option Date;
2. from and including the third anniversary of the Delivery Date up to and excluding the eighth anniversary of the Delivery Date, 102% of the Bareboat Charter Balance as at the Purchase Option Date; and
3. from and including the eighth anniversary of the Delivery Date, 102% of the Bareboat Charter Balance as at the Purchase Option Date (reducing at 0.25% on a quarterly basis commencing from the eighth anniversary until it has been reduced to 100% of the Bareboat Charter Balance);
all Charter Hire due and payable, but unpaid, under the Bareboat Charter Agreement up to (and including) the Purchase Option Date;
any other unpaid sums due and payable together with any default interest accrued in respect of each of the amounts from the due date for payment thereof up to the date of actual payment;

LETTER FROM THE BOARD

where the Agent and/or the Purchasers (as owners) (or any of them) receives any payment under or in relation to any Transaction Document on a day other than the due date for such payment, any break costs incurred as a result by the Purchasers (or any of them) under the finance documents between the financiers and the Agent or the Purchasers (or any of them) (namely any interest which the financiers should have received for the period from the date of receipt of all or any of the abovementioned payment to the last day of the current interest period under such finance documents in respect of the abovementioned payment); and
any other sums as the Agent, the Security Agent and the Purchasers (as owners) may be entitled to under the terms of the Transaction Documents,

less

any amounts actually and unconditionally received by the Agent and/or the Purchasers (as owners) in liquidating or terminating arrangement in respect of funds raised on any interbank market or otherwise in connection with the financing of the Purchasers' ownership or purchase of the Vessel and/or unwinding or terminating of any financial instrument or arrangement relating to the ownership, leasing or purchase of the Vessel.

Provided that the Seller complies with its obligations under the Bareboat Charter Agreement, including to pay all Charter Hire and other amounts in accordance with the terms of the Transaction Documents, the maximum amount of the Purchase Option Price shall not exceed US$872,925,000, being 103% of the Bareboat Charter Balance as at the first anniversary of the Delivery Date.

Put Option

If (a) the Company ceases to legally or beneficially own (directly or through a subsidiary of the Company) and control (directly or indirectly) 51% or more of the shares of the Immediate Holding Company; (b) the Immediate Holding Company ceases to legally and beneficially own and control (directly or indirectly) 100% of the shares of the Seller; or (c) any person or group of persons acting in concert (other than the Lim Family) legally or beneficially own and control (directly or indirectly) more than 50% of the issued share capital of the Company, then the Agent (acting on behalf of the Purchasers) shall discuss in good faith with the Company and the Seller (as charterer) the effect of that proposed event and the circumstances in which the Purchasers (as owners) may be willing to continue the chartering of the Vessel. If no alternative basis for continuing the chartering of the Vessel has been agreed, the Agent (acting on behalf of the Purchasers) shall have the option to terminate the chartering of the Vessel prior to the expiry of the Charter Period and require the Seller to purchase the Vessel at a price (the "Early Termination Sum") which consists of the following:

all Charter Hire due and payable, but unpaid, under the Bareboat Charter Agreement up to (and including) the date of payment of the Early Termination Sum;

LETTER FROM THE BOARD

the Bareboat Charter Balance applicable as at the Hire Payment Date immediately preceding the relevant date of payment of the Early Termination Sum;
any other unpaid sums due and payable;
where the Agent and/or the Purchasers (as owners) (or any of them) receive any payment under or in relation to any Transaction Document on a day other than the due date for such payment, any break costs incurred as a result by the Purchasers (or any of them) under the finance documents between the financiers and the Agent or the Purchasers (or any of them) (namely any interest which the financiers should have received for the period from the date of receipt of all or any of the abovementioned payment to the last day of the current interest period under such finance documents in respect of the abovementioned payment);
all liabilities, costs and expenses incurred by the Agent, the Security Agent and the Purchasers (as owners) (i) in locating, recovering possession of, and repositioning, berthing, insuring and maintaining the Vessel for carrying out any works or modifications required to cause the Vessel to conform with any redelivery conditions and (ii) in collecting any payments due under the Bareboat Charter Agreement or in obtaining due performance of the obligations of, among others, the Seller (as charterer) under the Transaction Documents;
any default interest accrued in respect of each of the amounts set out above; and
any other sums as the Agent, the Security Agent and the Purchasers (as owners) may be entitled to under the terms of the Transaction Documents,

less

any amounts actually and unconditionally received by the Agent and/or the Purchasers (as owners) in liquidating or terminating arrangement in respect of funds raised on any interbank market or otherwise in connection with the financing of the Purchasers' ownership or purchase of the Vessel and/or unwinding or terminating of any financial instrument or arrangement relating to the ownership, leasing or purchase of the Vessel.

Provided that the Seller complies with its obligations under the Bareboat Charter Agreement, including to pay all Charter Hire and other amounts in accordance with the terms of the Transaction Documents, the Board does not expect the Agent, the Security Agent and the Purchasers (as owners) to incur material liabilities, costs and expenses under paragraph (v) above, and accordingly, the Board expects the maximum amount of the Early Termination Sum shall not exceed US$900 million, being the maximum amount of the Bareboat Charter Balance.

LETTER FROM THE BOARD

Purchase Obligation

Subject to no Total Loss having occurred, unless the Seller has exercised the Purchase Option or the Agent has exercised the Put Option, the Seller shall, on the date falling 144 months after the Delivery Date, purchase the Vessel from the Purchasers at an amount equal to the aggregate of the Purchase Obligation Price and any amount of Charter Hire due on that date.

4. OTHER DOCUMENTS

In connection with the Memorandum of Agreement and the Bareboat Charter Agreement, the following documents, among others, will be entered into:

a deed of assignment (the "Deed of Assignment") to be executed by the Seller (as charterer) and the Sub-Charterer in favour of the Security Agent (as security agent) in relation to certain of the Seller's and the Sub-Charterer's rights and interests in and to (among other things) the insurances and the compensation which may be payable to them as a result of the Vessel being requisitioned for title;
a share charge (the "Share Charge") over all shares in the Seller to be executed by the Immediate Holding Company in favour of the Security Agent (as security agent);
a deed of charge (the "Account Charge") over the reserve bank account of the Seller to be executed by the Seller in favour of the Security Agent (as security agent); and
deeds of undertakings (the "Manager's Undertakings") to be executed by Genting Cruise Lines Ship Management Sdn. Bhd. (an indirect wholly-owned subsidiary of the Company) in favour of the Security Agent (as security agent) in relation to its role as ship manager of the Vessel.

5. GUARANTEE

On 25 September 2019, a charter guarantee was entered into between the Company and the Purchasers in respect of, among others, the obligations of the Seller under the Memorandum of Agreement, the Bareboat Charter Agreement, the Upfront Fee Letter, the Deed of Assignment and the Account Charge, including:

the due and punctual payment and discharge of all moneys whatsoever which may from time to time fall due to be paid by, among others, the Seller under or pursuant to any Transaction Documents to which it is a party; and
the due and punctual performance and observance by, among others, the Seller of all the terms and conditions of the Transaction Documents to which it is a party and of all of the Seller's obligations under or pursuant to any Transaction Document to which it is a party.

LETTER FROM THE BOARD

6. INFORMATION ON THE COMPANY AND THE PARTIES The Company and the Seller

The Company is an investment holding company and its subsidiaries are principally engaged in the business of cruise and cruise-related operations, shipyard operations and leisure, entertainment and hospitality activities. The Seller is principally engaged in holding the legal and beneficial title to the Vessel and its bareboat chartering and is an indirect subsidiary of the Company.

The Purchasers

As at the Latest Practicable Date, the Purchasers were BCLC SPV, CMBFL SPV and CCBFL SPV. Pursuant to the terms of the Memorandum of Agreement and the Bareboat Charter Agreement, additional purchasers may be added and the respective beneficial ownership interests in the Vessel of the Purchasers may be varied without affecting the other terms of the Memorandum of Agreement or the Bareboat Charter Agreement as set out in the sections headed "2. THE MEMORANDUM OF AGREEMENT" and "3. THE BAREBOAT CHARTER AGREEMENT" above. If there are additional purchasers or changes in the respective beneficial ownership interests in the Vessel of the Purchasers, further announcement(s) will be made by the Company.

BCLC SPV is an investment holding company which is indirectly wholly-owned by Bank of Communications Financial Leasing Co., Ltd. Bank of Communications Financial Leasing Co., Ltd. is a wholly-owned subsidiary of Bank of Communications Limited.

CMBFL SPV is an investment holding company which is indirectly wholly-owned by CMB Financial Leasing Co., Ltd. CMB Financial Leasing Co., Ltd. is a wholly-owned subsidiary of China Merchants Bank Co Ltd.

CCBFL SPV is an investment holding company and an indirect wholly-owned subsidiary of China Construction Bank Corporation.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Purchasers and their respective ultimate beneficial owners is a third party independent of the Company and connected persons of the Company.

The Vessel

The Vessel is one of the three existing cruise ships operated under the Dream Cruises brand. As at 30 June 2019, the unaudited net asset value of the Vessel was approximately US$862.5 million. The net profit attributable to the Vessel (as reported in the Seller's books) for each of the two financial years ended 31 December 2017 and 31 December 2018 are set out below:

	For the year ended	For the year ended
	31 December 2017	31 December 2018
	(audited)	(audited)
	US$'000	US$'000
Net profit before taxation	23,010	19,367
Net profit after taxation	23,010	19,367

LETTER FROM THE BOARD

7. REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTIONS

The Company considers the Transactions to be beneficial to the Group as the Group could obtain additional working capital on reasonable terms to support its business activities and capital expenditure while at the same time maintaining the appropriate rights over the Vessel, which will strengthen the cash flow of the Group.

Currently there are three vessels, namely the "Crystal Endeavor" and two "Global Class" vessels, under construction in our shipyards. The Transactions and the disposal of up to 35% equity interest in Dream Cruises Holding Limited (as detailed in the announcements of the Company dated 6 August 2019 and 1 November 2019) are intended to raise funds to substantially finance the construction costs for the three vessels prior to the drawdown of the Global I and II Loans (as defined in the announcement of the Company dated 6 August 2019). The proceeds will also be used for working capital for future operations of the three vessels and providing liquidity to our shipyards. The Transactions will not affect the disposal of up to 35% equity interest in Dream Cruises Holding Limited.

In accordance with the requirements of Hong Kong Financial Reporting Standards ("HKFRS"), the Transactions shall be accounted for as a financing transaction and therefore would not give rise to any gain or loss.

The terms of the Memorandum of Agreement and the Bareboat Charter Agreement, including the Consideration, the Charter Hire, the Upfront Fee, the Purchase Option Price and the Early Termination Sum were arrived at after arm's length negotiations between the parties with reference to the value of the Vessel and the borrowing cost of the Group.

The Directors are therefore of the view that the terms of the Memorandum of Agreement, the Bareboat Charter Agreement and the Transactions, including the Consideration, the Charter Hire, the Upfront Fee, the Purchase Option Price and the Early Termination Sum, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

8. FINANCIAL EFFECT ON THE GROUP

Upon completion of the Transactions, it is expected that (i) the total assets of the Group will increase to reflect the cash to be received from the sale proceeds of the Vessel and there will be no financial impact on the property, plant and equipment of the Group, and (ii) the total liabilities of the Group will increase to reflect the liability of the Group to pay Charter Hires under the Bareboat Charter Agreement. The variable hires and other relevant costs will be charged to the income statement of the Group over the Charter Period. In addition, as the Company intends to use the proceeds from the Transactions to repay the existing bank loan relating to the Vessel, when the Company does so, the total assets and the total liabilities of the Group will be reduced accordingly. Therefore, it will not have any material impact on the net assets of the Group.

LETTER FROM THE BOARD

As the Company is in possession of the Vessel and can continue to use it in its daily operation, it is expected that it will not have any material impact on the earnings of the Group.

In the event that the Group fails to pay any Charter Hire pursuant to the Bareboat Charter Agreement or any other fees under the Transaction Documents when they fall due, interest will accrue on the unpaid amount and, after the expiry of the relevant grace period (where applicable), such failure will result in a termination event under the Bareboat Charter Agreement. The Group has proper internal control procedures in place to ensure all Charter Hires and other fees will be paid punctually.

Save as described above, the Directors believe that there will not be any material impact on the earnings and net assets of the Group as a result of the Transactions.

The Directors consider that the Consideration received from the Transactions will improve the current ratio of the Group. Specifically, the Directors intend to use the funds received for repayment of existing bank loan relating to the Vessel.

9. LISTING RULES IMPLICATIONS

Notwithstanding the Disposal, the Purchase Option, the Put Option and the Purchase Obligation are part and parcel to the same Transactions, the Company has assessed each of these components of the Transactions under Chapter 14 of the Listing Rules separately. Accordingly:

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Option exceed 25% but all are less than 100%, the Purchase Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules. The Purchase Option is exercisable at the discretion of the Company. As a result, pursuant to Rule 14.75(2) of the Listing Rules, the Company may defer the seeking of Shareholders' approval for the exercise of the Purchase Option until such time as the Company determines to exercise the Purchase Option. However, as the Purchase Option is part and parcel to the same Transactions, the Company considers it appropriate to seek Shareholders' approval for the exercise of the Purchase Option at the same time as Shareholders' approval is sought for the other components of the Transactions.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Put Option exceed 25% but all are less than 100%, the Put Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules. The exercise of the Put Option is not at the Company's discretion. As a result, pursuant to Rule 14.74 of the Listing Rules, the Company is required to seek Shareholders' approval for the grant of the Put Option at the same time as Shareholders' approval is sought for the other components of the Transactions.

LETTER FROM THE BOARD

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Obligation exceed 25% but all are less than 100%, the Purchase Obligation constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.

As the Disposal, the Purchase Option, the Put Option and the Purchase Obligation are part and parcel to the same Transactions, and any one such component cannot proceed unless all of these components are approved, the Company will seek Shareholders' approval for each of the Disposal, the Purchase Option, the Put Option and the Purchase Obligation under the same single resolution at the SGM.

To the best of the knowledge and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Transactions. Accordingly, it is expected that no Shareholder is required to abstain from voting at the SGM.

10. SPECIAL GENERAL MEETING

The Directors have resolved to convene the SGM to consider and, if thought fit, to approve the Memorandum of Agreement, the Bareboat Charter Agreement and the Transactions by the Shareholders. A notice of the SGM is set out on pages 60 to 62 of this circular. Voting at the SGM on the resolution will be taken by poll.

The form of proxy, together with any power of attorney or other authority under which the form of proxy is signed or a notarially certified copy of that power or authority, shall be deposited at the Corporate Headquarters of the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR or at the office of the Company's Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the SGM (or any adjourned meeting thereof) should they so wish.

LETTER FROM THE BOARD

11. RECOMMENDATION

The Directors consider that the terms of the Memorandum of Agreement and the Bareboat Charter Agreement and the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Memorandum of Agreement, the Bareboat Charter Agreement and the Transactions.

AS COMPLETION IS SUBJECT TO FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE COMPLETION CONDITIONS AS SET OUT IN THE MEMORANDUM OF AGREEMENT, THE TRANSACTIONS MAY OR MAY NOT PROCEED. THE ISSUE OF THIS CIRCULAR DOES NOT IN ANY WAY IMPLY THAT THE TRANSACTIONS WILL BE IMPLEMENTED OR COMPLETED. SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE SHARES.

12. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully

For and on behalf of the Board of

Genting Hong Kong Limited

Tan Sri Lim Kok Thay

Chairman and Chief Executive Officer

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP FOR THE THREE YEARS ENDED 31 DECEMBER 2016, 2017 AND 2018, AND FOR THE SIX MONTHS ENDED 30 JUNE 2019

Financial information of the Group for each of the three years ended 31 December 2016, 2017 and 2018, and for the six months ended 30 June 2019 is disclosed in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.gentinghk.com) respectively:

interim report of the Company for the six months ended 30 June 2019 (pages 2 to 32) (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0923/ltn20190923271.pdf)
annual report of the Company for the year ended 31 December 2018 (pages 81 to 177) (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0425/ltn20190425943.pdf)
annual report of the Company for the year ended 31 December 2017 (pages 100 to 181) (https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0426/ltn201804261559.pdf)
annual report of the Company for the year ended 31 December 2016 (pages 95 to 178) (https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0426/ltn201704261550.pdf)

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 October 2019, being the latest practicable date for the purpose of

this indebtedness statement prior to the printing of this circular, the Group had aggregate outstanding borrowings of approximately US$2,357.6 million which comprised (i) the outstanding balances of approximately US$1,689.5 million under secured term loans and approximately US$294.0 million under secured revolving credit facilities; (ii) approximately US$348.6 million under unsecured revolving credit facilities; and (iii) approximately US$25.5 million under a bank overdraft. The secured term loans and the secured revolving credit facilities are secured by legal charges over assets with a carrying amount of approximately US$2.9 billion as at 31 October 2019. The secured term loans are also guaranteed by companies within the Group.

The Group has adopted HKFRS 16 "Leases" for accounting period beginning on or after 1 January

2019. As such, leases have been recognised in the form of an asset (for the right-of-use assets) and a financial liability (for the payment obligations) in the Group's consolidated statement of financial position for accounting period beginning on or after 1 January 2019. As at 31 October 2019, the Group had lease liabilities amounted to approximately US$40.7 million.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

The Group had provided guarantees to certain banks in respect of mortgage loan facilities granted by such banks to certain purchasers of residential property units developed by the Group. Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group will be responsible to repay the outstanding mortgage principals together with any accrued interests and penalties owed by the default purchasers to the banks and the Group is entitled to retain the legal title and take over the possession of the related properties. The guarantees will be gradually discharged along with the settlement of the mortgage loans granted by the banks to the purchasers. Such guarantees will also be discharged upon the earlier of (i) the issuance of the real estate ownership certificates of the relevant residential property units to the purchasers and (ii) the full repayment of the mortgage loans by the purchasers. As at the close of business on 31 October 2019, these guarantees provided by the Group are approximately US$17.7 million.

Save as aforesaid or as otherwise disclosed herein and apart from intra-group liabilities, the Group did not have any loan capital or debt securities issued or to be issued, outstanding bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures, mortgages, charges or loans or acceptance credits, any other recognised lease liabilities or material lease commitments, or any guarantees or material contingent liabilities as of 31 October 2019.

3. WORKING CAPITAL

In determining the sufficiency of the working capital of the Group, the Group has considered the following:

new proposed loan facilities of approximately US$799 million to be available to the Group as at the Latest Practicable Date for drawdown from December 2019 to December 2020, which term sheets are available. However, these facilities are subject to final acceptance by the Group.
approved term loan facilities of approximately US$4,144 million to be available to the Group as at the Latest Practicable Date for drawdown from November 2019 to December 2020. Facility agreements dated 16 August 2019 and a Memorandum of Agreement and a Bareboat Charter Agreement dated 25 September 2019 have been signed. However, the first drawdown will be subject to the fulfilment of certain conditions as stipulated in the agreements.

Taking into account the existing bank borrowings, the available credit facilities, the above-mentioned financing facilities that are currently under negotiation and fulfilments to which the Group anticipates to secure subsequent to the date of this circular, the internal resources available to the Group and in the absence of unforeseeable circumstances, the Directors are of the opinion that the Group has available sufficient working capital for its present requirements for at least the next 12 months from the date of this circular.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

4. MATERIAL ADVERSE CHANGE

On 30 August 2019, the Company announced its interim results for the six months ended 30 June

2019. As disclosed in the interim results announcement, the Group recorded an unaudited loss of approximately US$56.5 million for the six months ended 30 June 2019 as compared to the unaudited loss of approximately US$141.3 million for the six months ended 30 June 2018. Save as aforesaid, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited accounts of the Company have been made up.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

2019 Outlook

The demand for cruising remains robust in the first ten months of 2019. Trading results to October and forward bookings are good. Barring heightened geopolitical and macroeconomic headwinds within the region impacting on the operating performance for the last two months of the year, we are cautiously optimistic that the Group results will continue to improve on a year on year basis.

Other Business Highlights

World Dream continues its dual homeport of Hong Kong and Guangzhou, cruising to Okinawa, Japan, Vietnam and the Philippines. Genting Dream is maintaining regular calls at ports in Malaysia, Thailand, Indonesia and the Philippines. Explorer Dream, the former SuperStar Virgo, joined Dream Cruises brand in April this year as the third ship in the fleet. She was sailing in North and East China during summer and is sailing in Australia and New Zealand during winter to bring Dream Cruises brand awareness and in preparation for the early 2021 arrival of the 206,500 gross ton Global Dream to these parts of China. Explorer Dream is highly successful with record occupancies of over 120% up to September 2019.

In 2020, Crystal Cruises will celebrate its 30th anniversary and is the industry's most awarded luxury cruise brand. Crystal Endeavor, the world's largest and the world's most luxurious expedition yacht will join the Crystal Cruises fleet during the Tokyo Olympics in August 2020 with excellent advance bookings. Crystal River Cruises will have the most modern and luxurious river cruise fleet with four identical new river ships, after the dedication of the older Crystal Mozart to Asian sourced market in 2020.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

The shipyard segment performance improved with 52% completion construction of the Crystal Endeavor and 36% completion of the Global Dream as at 30 June 2019. MV Werften was awarded the Top Innovator Award 2019 as one of the 100 most innovative small and medium-sized companies in Germany.

On 6 August 2019, the Company announced the sale of up to 35% of the equity interest in Dream Cruises Holding Limited for up to US$489 million. This results in an approximately US$470 million gain for the Group which will be recorded through the Group's shareholders' equity and strengthens the consolidated statement of financial position of the Group. The sale of the initial tranche shares took place on 31 October 2019 and the number of initial tranche shares acquired by the purchaser was approximately 322 common shares in Dream Cruises Holding Limited (representing approximately 32.2% of the issued share capital of Dream Cruises Holding Limited), and the initial closing consideration paid by the purchaser was approximately US$454 million (subject to an upward or downward post-closing consideration adjustment as described in the circular dated 24 September 2019).

On 16 August 2019, the Company signed loan agreements of EUR2.6 billion with a consortium led by KfW IPEX-Bank for construction and post-delivery financing for Dream Cruises' two new Global Class ships. The name of the first Global Class ship, Global Dream was announced in Beijing on 28 August during the IBTM China, the nation's largest MICE and hospitality show. A Dream Cruises exhibition was launched at the same time, with a full-scale mockup of a typical 20-square-meter Global Class cabin equipped with advanced digital technology as its star attraction. The promotional activity of Global Dream will continue in Singapore and other major cities of Asia.

6. FORWARD-LOOKING STATEMENTS

This circular contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on the current beliefs, assumptions, expectations, estimates and projections of the Company about the industry and markets in which the Group is operating or will operate in the future. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of the Group, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include general economic, political and business conditions, changes in cruise industry competition, weather, force majeure events and/or other factors. Reliance should not be placed on these forward-looking statements, which merely reflect the view of the Company as of the date of this circular only. The Company is under no obligation to revise or update publicly these forward-looking statements or any part thereof to reflect events or circumstances resulting from any new information, future events or otherwise on which any such statement was based.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Group is principally engaged in the business of cruise and cruise-related operations, shipyard operations and leisure, entertainment and hospitality activities. Set out below is the management discussion and analysis of the Group.

For the Year ended 31 December 2018
Liquidity, financial resources and capital commitments

As at 31 December 2018, cash and cash equivalents amounted to US$904.1 million. Majority of the Group's cash and cash equivalents were held in EUR, US$, HK$, Chinese Renminbi and S$. The Group's liquidity as at 31 December 2018 was US$1,140.7 million, comprising cash and cash equivalents and undrawn credit facilities.

Total loans and borrowings as at 31 December 2018 was US$1,988.1 million, which were mainly denominated in US$. Approximately 39% of the Group's loans and borrowings was raised at fixed rates and 61% was raised at floating rates. As at 31 December 2018, loans and borrowings of US$304.0 million was repayable within one year.

The capital structure of the Group attributable to equity owners of the Company, comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity in the 2018 annual report of the Company. The capital structure of the Group remained unchanged throughout the year ended 31 December 2018.

As at 31 December 2018, the Group had capital commitments in respect of the acquisition of property, plant and equipment not provided for in the financial statements amounting to US$1,514.9 million.

Significant investments of the Group and segmental information

Revenue from cruise and cruise-related activities was US$1.35 billion in 2018 as compared to US$1.02 billion in 2017, a growth of 33% with fleet capacity days increasing by 18.5% and occupancy percentage improving to 91% from 77% in 2017. World Dream replaced Genting Dream in the dual Hong Kong and Guangzhou homeports in November 2017 with Genting Dream redeployed to the Singapore homeport.

With a full year of operation of 2 Dream Cruises ships, offset by the withdrawal of the SuperStar Libra in July 2018 to be an accommodation ship in the MV Werften Wismar Shipyard, fleet Capacity Days increased by 18.5%. Fleet occupancy percentage of the three brands - Crystal Cruises, Dream Cruises and Star Cruises - grew to 91% in 2018 from 77% in 2017. 2018 gross yield increased by 12% and net yield increased by 15% from 2017.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Shipyard, on a standalone basis, recorded an EBITDA of US$3.6 million in 2018 versus a loss of US$82.5 million in 2017 due to higher shipyard utilisation rate with 36% completion of the Crystal Endeavor and 20% of the first Dream Cruises Global Class ships in 2018. However, as the shipyard is wholly owned by the Group, certain revenues and expenses relating to shipbuilding for the Group have to be eliminated during consolidation of accounts, resulting in a lower loss of US$59.6 million in 2018 as compared with 2017 loss of US$102.6 million for the Shipyard segment.

The Group held an approximately 44.9% effective interest in the common shares of Travellers International Hotel Group, Inc. ("Travellers") as at 31 December 2018. Its share of Travellers' profit for the year ended 31 December 2018 amounted to approximately US$10.5 million.

In the Philippines, Hilton Manila and Sheraton Manila are the latest international luxury hotels to open at the Grand Wing of Resorts World Manila ("RWM"). Hotel Okura Manila will be opened by the third quarter of 2019 within RWM.

Material acquisitions and disposals of subsidiaries and associated companies

The Group has not been involved in any material acquisitions or disposals of subsidiaries and associated companies during the year.

Employees and remuneration policies

As at 31 December 2018, the Group had approximately 17,000 employees, consisting of approximately 12,000 (or 71%) shipbased officers and crew as well as approximately 5,000 (or 29%) staff employed in the various world-wide offices of the Group. The Group provides competitive salaries, benefits and incentives including provident fund schemes and medical insurance schemes for its staff.

For year ended 31 December 2018, there is no significant change in the remuneration policies, bonus, share option scheme and training schemes for the Group.

Charges of group assets

As at 31 December 2018, the outstanding borrowings of the Group are secured by legal charges over assets including fixed and floating charges of US$3.0 billion.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Future plans for material investments or capital assets

In 2020, Crystal Expedition Cruises will debut Crystal Endeavor, the largest and most spacious PC6 polar class ship featuring Crystal's legendary service, extraordinary cuisine, enrichment and unmatched choices for adventure. Booking trends for Crystal product offerings are encouraging.

In order to bring more awareness of Dream Cruises to Central and North China, SuperStar Virgo has undergone a substantial renovation and renamed "Explorer Dream", as a pathfinder ship for the Global Class ships, currently under construction. Explorer Dream will be deployed in Shanghai and Tianjin in the summer of 2019. During winter of 2019/2020, Explorer Dream will cruise in Australia and New Zealand, offering Asians a cruise alternative to a land vacation.

In Germany, the Group continues to invest in transforming the MV Werften shipyards into state-of-the-art cruise shipyards. In 2019, the latest and most advanced thin plate laser-hybrid welding plant commences full operation at the MV Werften yard in Rostock. To strengthen its design capability, the Group has acquired the Rostock-based Neptun Ship Design GmbH, one of Germany's largest ship design offices with expertise in successful design of many types of ships, including passenger ships.

Gearing ratio

The gearing ratio of the Group as at 31 December 2018 was at 26.7%. The gearing ratio is defined as net debt divided by total equity. Net debt of approximately US$1,083.9 million is calculated as total borrowings (including "current and non-current borrowings" as shown in the consolidated statement of financial position) less cash and cash equivalents. The total equity of the Group is approximately US$4,059.1 million.

Exposure to fluctuations in exchange rates and related hedges

The Group adopts a prudent treasury policy with all financing and treasury activities being managed and controlled at its corporate head office. The Group manages its foreign exchange exposure primarily through foreign currency forward contracts. It is also the Group's policy that hedging will not be performed in excess of actual requirement.

The Group is exposed to foreign currency exchange rate fluctuations on the US$ value of the Group's foreign currency denominated forecasted transactions. The Group's principal net foreign currency exposure mainly relates to the EUR, HK$, Chinese Renminbi, S$ and RM. To manage this exposure, the Group takes advantage of natural offsets of its foreign currency revenues and expenses to reduce its exposure by way of natural hedge as the expenses incurred from the local offices are offset with the income derived locally.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Contingent liabilities

The Group had provided guarantees to certain banks in respect of mortgage loan facilities granted by such banks to certain purchasers of residential property units developed by the Group. Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group will be responsible to repay the outstanding mortgage principals together with any accrued interests and penalties owed by the default purchasers to the banks and the Group is entitled to retain the legal title and take over the possession of the related properties. The guarantees will be gradually discharged along with the settlement of the mortgage loans granted by the banks to the purchasers. Such guarantees will also be discharged upon the earlier of (i) the issuance of the real estate ownership certificates of the relevant residential property units to the purchasers; and (ii) the full repayment of the mortgage loans by the purchasers. As at 31 December 2018, these guarantees provided by the Group are approximately US$25.6 million.

For the Year ended 31 December 2017
Liquidity, financial resources and capital commitments

As at 31 December 2017, cash and cash equivalents amounted to US$1,147.7 million. Majority of the Group's cash and cash equivalents were held in US$, EUR, Chinese Renminbi, HK$ and S$. The Group's liquidity as at 31 December 2017 was US$1,784.2 million, comprising cash and cash equivalents and undrawn credit facilities.

Total loans and borrowings as at 31 December 2017 was US$1,888.2 million, which were mainly denominated in US$. Approximately 39% of the Group's loans and borrowings was raised at fixed rates and 61% was raised at floating rates. As at 31 December 2017, loans and borrowings of US$297.4 million was repayable within one year.

The capital structure of the Group attributable to equity owners of the Company, comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity in the 2017 annual report of the Company. The capital structure of the Group remained unchanged throughout the year ended 31 December 2017.

As at 31 December 2017, the Group had capital commitments in respect of the acquisition of property, plant and equipment not provided for in the financial statements amounting to US$837.4 million.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Significant investments of the Group and segmental information

Revenue from cruise and cruise-related activities increased 11.9% to US$1,016.0 million in 2017 compared with US$908.1 million in 2016. Net revenue in 2017 increased 14.0% to US$786.0 million from US$689.7 million in 2016 due to an increase in capacity days of 33.7%. The increase in capacity days was primarily due to the inclusion of full year operation of Genting Dream and Crystal Mozart as well as the launch of World Dream, Crystal Bach and Crystal Mahler during 2017.

Revenue from shipyard operations and non-cruise activities from external customers increased 60.6% to US$174.4 million in 2017 compared with US$108.6 million in 2016 primarily contributed by revenue from its shipyard activities and from sales of residential property units in Mainland China.

The Group held an approximately 44.9% effective interest in the common shares of Travellers as at 31 December 2017. Its share of Travellers' loss for the year ended 31 December 2017 amounted to approximately US$0.1 million.

Travellers' phase 3 of RWM's expansion will continue to be fast-tracked in 2018 with international chain IHG having opened its first and only Holiday Inn Express location in the country, replacing RWM's value for money Remington Hotel. Completion of the Sheraton Manila Hotel, Hilton Manila, and Hotel Okura Manila is targeted for the fourth quarter, effectively making RWM a six-hotel integrated resort. The new lodgings will also include additional gaming areas, more retail space, and six basement parking decks. The Sheraton Manila Hotel will offer 391 new hotel rooms and Hotel Okura Manila an additional 190 rooms, while Hilton Manila will house 355 rooms. Upon completion of all three, RWM's room count will increase to 2,390 - the biggest among all the integrated resorts in the Philippines. The Westside City Resorts World, a 31-hectare property situated in PAGCOR Entertainment City, is planned for 2021 with about 1,000 hotel rooms operated under selected international hotel brands.

Material acquisitions and disposals of subsidiaries and associated companies

The Group has not been involved in any material acquisitions or disposals of subsidiaries and associated companies during the year.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Employees and remuneration policies

As at 31 December 2017, the Group had approximately 16,127 employees, consisting of approximately 11,755 (or 73%) shipbased officers and crew as well as approximately 4,372 (or 27%) staff employed in the various world-wide offices of the Group. The Group provides competitive salaries, benefits and incentives including provident fund schemes and medical insurance schemes for its staff. In addition, the Group had adopted a Post-listing Employee Share Option Scheme under which options may be granted to eligible employees of the Group entitling them to subscribe for shares in the share capital of the Company. Upon expiry of the said scheme on 29 November 2010, no further options may be granted thereunder while the outstanding options remain exercisable subject to the terms and conditions of the respective grants and the provisions of the scheme.

For year ended 31 December 2017, there is no significant change in the remuneration policies, bonus, share option scheme and training schemes for the Group.

Charges of group assets

As at 31 December 2017, the outstanding borrowings of the Group are secured by legal charges over assets including fixed and floating charges of US$2.9 billion.

Future plans for material investments or capital assets

Steel cutting ceremony for the first of two Global Class ships occurred on 8 March 2018 at the Group-owned MV Werften and these ships are to be delivered in late 2020 and 2021. These two Global Class ships are currently planned to be positioned in Shanghai and Tianjin during the summer months and in Australia, New Zealand, California and the ASEAN region during the winter months. With four new large ships and world itineraries, Dream Cruises will be "Asia's Global Cruise Line" with the youngest cruise fleet in the world.

The first Crystal expedition yacht, the Crystal Endeavor, will be launched in late 2019 for cruises commencing 2020. Steel cutting for the first of the Endeavor Class occurred on 15 January 2018.

Gearing ratio

The gearing ratio of the Group as at 31 December 2017 was at 16.2%. The gearing ratio is defined as net debt divided by total equity. Net debt of approximately US$740.5 million is calculated as total borrowings (including "current and non-current borrowings" as shown in the consolidated statement of financial position) less cash and cash equivalents. The total equity of the Group is approximately US$4,579.3 million.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Exposure to fluctuations in exchange rates and related hedges

The Group adopts a prudent treasury policy with all financing and treasury activities being managed and controlled at its corporate head office. The Group manages its foreign exchange exposure primarily through forward rate agreements. It is also the Group's policy that hedging will not be performed in excess of actual requirement.

The Group is exposed to foreign currency exchange rate fluctuations on the US$ value of the Group's foreign currency denominated forecasted transactions. The Group's principal net foreign currency exposure mainly relates to the EUR, HK$, Chinese Renminbi, S$ and RM. To manage this exposure, the Group takes advantage of any natural offsets of the Group's foreign currency revenues and expenses and from time to time when appropriate, to enter into foreign currency forward contracts and/or option contracts for a portion of the remaining exposure relating to these forecasted transactions.

Contingent liabilities

The Group had provided guarantees to certain banks in respect of mortgage loan facilities granted by such banks to certain purchasers of residential property units developed by the Group. Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group will be responsible to repay the outstanding mortgage principals together with any accrued interests and penalties owed by the default purchasers to the banks and the Group is entitled to retain the legal title and take over the possession of the related properties. The guarantees will be gradually discharged along with the settlement of the mortgage loans granted by the banks to the purchasers. Such guarantees will also be discharged upon the earlier of (i) the issuance of the real estate ownership certificates of the relevant residential property units to the purchasers; and (ii) the full repayment of the mortgage loans by the purchasers. As at 31 December 2017, these guarantees provided by the Group are approximately US$26.3 million.

For the Year ended 31 December 2016
Liquidity, financial resources and capital commitments

As at 31 December 2016, cash and cash equivalents amounted to US$1,040.3 million. Majority of the Group's cash and cash equivalents were held in US$, S$, HK$, EUR, Chinese Renminbi and RM. The Group's liquidity as at 31 December 2016 was US$1,269.7 million, comprising cash and cash equivalents and undrawn credit facilities.

Total loans and borrowings as at 31 December 2016 was US$1,172.2 million, which were mainly denominated in US$. Approximately 1% of the Group's loans and borrowings was raised at fixed rates and 99% was raised at floating rates as at 31 December 2016, loans and borrowings of US$135.2 million was repayable within one year.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

The capital structure of the Group attributable to equity owners of the Company, comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity in the 2016 annual report of the Company. The capital structure of the Group remained unchanged throughout the year ended 31 December 2016.

As at 31 December 2016, the Group had capital commitments in respect of the acquisition of property, plant and equipment not provided for in the financial statements amounting to US$837.9 million.

Significant investments of the Group and segmental information

Revenue from cruise and cruise-related activities increased 39.1% to US$908.1 million in 2016 compared with US$652.8 million in 2015. Net revenue in 2016 increased 38.8% to US$689.7 million from US$496.8 million in 2015 due to an increase in capacity days of 18.7% and 17.0% improvement in net yield. The increase in capacity days and net yield was primarily due to the inclusion of full year contribution from Crystal Cruises in 2016, as compared with its post-acquisition contribution since 15 May 2015 in the previous year, and the launch of Dream Cruises' Genting Dream in late October 2016.

Revenue from shipyard operations and non-cruise activities from external customers increased 192.5% to US$108.6 million in 2016 compared with US$37.1 million in 2015 primarily contributed by revenue from yard repairs and conversion activities as a result of the acquisition of shipyards in Germany.

The Group held an approximately 44.9% effective interest in the common shares of Travellers as at 31 December 2016. Its share of Travellers' profit for the year ended 31 December 2016 amounted to US$32.7 million.

Travellers marked its seventh year in operation with continuous development, milestones, and recognitions. The expansion plans remained on track with the Marriott West Wing, the extension of Marriott Hotel Manila, operational since the fourth quarter of 2016, increasing RWM's total room count to over 1,450 and making it the largest hotel owner amongst the integrated resorts in the country. Other developments, which will introduce three new hotels - Hilton Manila Hotel, Sheraton Hotel Manila, and a new Maxims Hotel - are scheduled to be operational in 2018. This will also include an additional gaming area, new retail spaces and six basement parking decks. A significant milestone is the ongoing construction of an enclosed pedestrian bridge directly connecting Ninoy Aquino International Airport Terminal 3 to Newport City and the RWM complex, due to open in the first half of 2017. Once completed, the bridge, dubbed Runway Manila, will allow the average person to walk the distance between the airport and Newport City in just three minutes.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Material acquisitions and disposals of subsidiaries and associated companies

In April 2016, the Group has completed acquisition of the assets for the construction of cruise ships and real estate properties of three shipyards in Germany located respectively in Wismar, Warnemünde and Stralsund (i.e. MV Werften), from an independent third party for an aggregate consideration of approximately US$260.6 million.

Except for the above, the Group has not been involved in any material acquisitions or disposals of subsidiaries and associated companies during the year.

Employees and remuneration policies

As at 31 December 2016, the Group had approximately 13,123 employees, consisting of approximately 9,260 (or 71%) shipbased officers and crew as well as approximately 3,863 (or 29%) staff employed in the various world-wide offices of the Group. The Group provides competitive salaries, benefits and incentives including provident fund schemes and medical insurance schemes for its staff. In addition, the Group had adopted a Post-listing Employees Share Option Scheme under which options may be granted to eligible employees of the Group entitling them to subscribe for shares in the share capital of the Company. Upon expiry of the said scheme on 29 November 2010, no further options may be granted thereunder while the outstanding options remain exercisable subject to the terms and conditions of the respective grants and the provisions of the scheme.

For year ended 31 December 2016, there is no significant change in the remuneration policies, bonus, share option scheme and training schemes for the Group.

Charges of group assets

As at 31 December 2016, the outstanding borrowings of the Group were secured by legal charges including fixed and floating charges over assets with a carrying amount of approximately US$2.0 billion.

Future plans for material investments or capital assets

On 9 January 2017, Crystal River Cruises celebrated the steel cutting for Crystal Debussy and Crystal Ravel at MV Werften and they will sail in 2018. The two additional Rhine Class luxury river ships are scheduled for delivery in 2017. The first Crystal expedition yacht, the Crystal Endeavor, will be launched in late 2019.

Two Global Class ships are planned to be delivered starting 2020.

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Gearing ratio

The gearing ratio of the Group as at 31 December 2016 was at 2.7%. The gearing ratio is defined as net debt divided by total equity. Net debt of approximately US$131.9 million is calculated as total borrowings (including "current and non-current borrowings" as shown in the consolidated statement of financial position) less cash and cash equivalents. The total equity of the Group is approximately US$4,823.2 million.

Exposure to fluctuations in exchange rates and related hedges

The Group adopts a prudent treasury policy with all financing and treasury activities being managed and controlled at its corporate head office. The Group manages its foreign exchange exposure primarily through forward rate agreements. It is also the Group's policy that hedging will not be performed in excess of actual requirement.

The Group is exposed to foreign currency exchange rate fluctuations on the US$ value of the Group's foreign currency denominated forecasted transactions. The Group's principal net foreign currency exposure mainly relates to the S$, HK$, EUR, Chinese Renminbi and RM to manage this exposure, the Group takes advantage of any natural offsets of the Group's foreign currency revenues and expenses and from time to time when appropriate, to enter into foreign currency forward contracts and/or option contracts for a portion of the remaining exposure relating to these forecasted transactions.

Contingent liabilities

As at 31 December 2016, the Group did not have any material contingent liabilities.

APPENDIX II	FINANCIAL INFORMATION OF THE VESSEL

PROFIT AND LOSS STATEMENT OF THE VESSEL

In accordance with paragraphs 14.68(2)(b)(i) and 14.67(6)(b)(i) of the Listing Rules, the unaudited profit and loss statement on the identifiable net income stream of the Vessel for the years ended 31 December 2016, 2017 and 2018 and for the six months ended 30 June 2018 and 2019 (the "Unaudited Profit and Loss Statement of the Vessel") are set out below. In the opinion of the Directors, such information has been properly compiled and derived from the underlying books and records of the Seller. The Company has engaged PricewaterhouseCoopers to conduct certain factual finding procedures on the compilation of such information in accordance with the Hong Kong Standard on Related Services 4400, "Engagements to Perform Agreed-Upon Procedures Regarding Financial Information" issued by the Hong Kong Institute of Certified Public Accountants. The auditor has agreed the Unaudited Profit and Loss Statement of the Vessel to the underlying books and records of the Seller in accordance with the agreed-upon procedures set out in the relevant engagement letter between the Company and the auditor and reported its factual findings based on the agreed-upon procedures to the Directors. The reported factual findings should not be used or relied upon by any other parties for any purposes.

								For the six months
	For the year ended 31 December	ended 30 June
	2016		2017			2018		2018	2019
	US$'000	US$'000	US$'000	US$'000	US$'000

Revenue	17,144		77,261			77,274		38,322	36,631
Operating expenses
Operating expenses
(excluding depreciation)	(3,894)	(278)	(24)	(9)	(24)
Depreciation expense	(6,129)	(28,662)	(29,248)	(14,625)	(15,035)

	(10,023)	(28,940)	(29,272)	(14,634)	(15,059)
General and administrative
expenses	(592)	(205)	(40)	(37)	-

Net operating profit	6,529		48,116			47,962		23,651	21,572
Other income/(expense), net	24		255			(367)	(334)	(317)

Net profit before taxation	6,553		48,371			47,595		23,317	21,255
Taxation	-	-	-	-	-

Identifiable net income stream	6,553		48,371			47,595		23,317	21,255

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The unaudited pro forma financial information of the Group (the "Unaudited Pro Forma Financial Information") presented below is prepared to illustrate (a) the net assets statement of the Group as at 30 June 2019 as if the Transactions have been completed on 30 June 2019; and (b) the results of the Group for the year ended 31 December 2018 as if the Transactions had been completed on 1 January 2018. This Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its hypothetical nature, it does not purport the true picture of the net assets statement of the Group as at 30 June 2019 or at any future date had the Transactions been completed on 30 June 2019 or the results of the Group for the year ended 31 December 2018 or for any future period had the Transactions been completed on 1 January 2018.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated statement of financial position of the Group as at 30 June 2019, as set out in the published interim report of the Group for the six months ended 30 June 2019, and the audited consolidated statement of comprehensive income of the Group for the year ended 31 December 2018, as set out in the published annual report of the Group for the year ended 31 December 2018, after giving effect to the pro forma adjustments described in the accompanying notes and is prepared in accordance with Rule 4.29 and 14.68(2)(a)(ii) of the Listing Rules.

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITED PRO FORMA CONSOLIDATED NET ASSETS STATEMENT AS AT 30 JUNE 2019

								Adjusted
								Unaudited
	Unaudited						Pro Forma
	Consolidated						Consolidated
	Net Assets						Net Assets
	Statement of						Statement of
	the Group as						the Group as
	at 30 June						at 30 June
	2019		Pro Forma Adjustments			2019
	US$'000	US$'000	US$'000	US$'000

	Note 1	Note 3a	Note 3b
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	5,168,791							5,168,791
Right-of-use assets	36,575							36,575
Land use rights	3,451							3,451
Intangible assets	281,045							281,045
Interests in joint ventures	5,680							5,680
Interests in associates	522,070							522,070
Deferred tax assets	2,010							2,010
Financial assets at fair value through other
comprehensive income ("FVOCI")	9,017						9,017
Other assets and receivables	27,132						27,132

	6,055,771							6,055,771
CURRENT ASSETS

Completed properties for sale	40,019							40,019
Inventories	38,060							38,060
Trade receivables	52,816							52,816
Prepaid expenses and other receivables	151,439							151,439
Contract assets	1,407							1,407
Contract costs	13,949							13,949
Amounts due from related companies	1,596							1,596
Restricted cash	91,179							91,179
Cash and cash equivalents	694,293		(516,378)		885,500	1,063,415

	1,084,758		(516,378)		885,500	1,453,880

TOTAL ASSETS	7,140,529		(516,378)		885,500	7,509,651

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

								Adjusted
								Unaudited
	Unaudited						Pro Forma
	Consolidated						Consolidated
	Net Assets						Net Assets
	Statement of						Statement of
	the Group as						the Group as
	at 30 June						at 30 June
	2019		Pro Forma Adjustments			2019
	US$'000	US$'000	US$'000	US$'000

	Note 1	Note 3a	Note 3b
LIABILITIES
NON-CURRENT LIABILITIES
Loans and borrowings	1,867,871		(447,321)		834,793	2,255,343
Deferred tax liabilities	28,119						28,119
Provisions, accruals and other liabilities	310						310
Retirement benefit obligations	8,961						8,961
Contract liabilities	46,638						46,638
Lease liabilities	30,354						30,354
Derivative financial instruments	3,128						3,128

	1,985,381		(447,321)		834,793	2,372,853
CURRENT LIABILITIES

Trade payables	110,901							110,901
Current income tax liabilities	10,461							10,461
Provisions, accruals and other liabilities	233,399		(4,822)				228,577
Contract liabilities	332,106							332,106
Lease liabilities	11,829							11,829
Current portion of loans and borrowings	413,622		(49,777)		50,707	414,552
Derivative financial instruments	24,382						24,382
Amounts due to related companies	73						73

	1,136,773		(54,599)		50,707	1,132,881

TOTAL LIABILITIES	3,122,154		(501,920)		885,500	3,505,734

NET ASSETS	4,018,375		(14,458)		-	4,003,917

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018

								Adjusted
								Unaudited
	Audited						Pro Forma
	Consolidated						Consolidated
	Statement of						Statement of
	Comprehensive						Comprehensive
	Income of the						Income of the
	Group for the						Group for the
	year ended						year ended
	31 December						31 December
	2018		Pro Forma Adjustments			2018
	US$'000	US$'000		US$'000	US$'000	US$'000

	Note 1	Note 4a		Note 4b	Note 4c
Revenue	1,600,101							1,600,101
Operating expenses
Operating expenses excluding
depreciation and amortisation	(1,256,559)						(1,256,559)
Depreciation and amortisation	(196,489)						(196,489)

	(1,453,048)						(1,453,048)
Selling, general and

administrative expenses
Selling, general and administrative
expenses excluding depreciation
and amortisation	(271,265)						(271,265)
Depreciation and amortisation	(17,260)						(17,260)

	(288,525)						(288,525)

	(1,741,573)						(1,741,573)

	(141,472)						(141,472)

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

										Adjusted
										Unaudited
	Audited								Pro Forma
	Consolidated								Consolidated
	Statement of								Statement of
	Comprehensive								Comprehensive
	Income of the								Income of the
	Group for the								Group for the
	year ended								year ended
	31 December								31 December
	2018		Pro Forma Adjustments			2018
	US$'000	US$'000	US$'000	US$'000	US$'000

	Note 1	Note 4a	Note 4b	Note 4c
Share of profit of joint ventures	1,016									1,016
Share of profit of associates	12,456								12,456
Other expenses, net	(20,964)								(20,964)
Other gains/(losses), net	15,505			(19,073)				(3,568)
Finance income	8,341								8,341
Finance costs	(78,691)	28,228				(50,864)	(101,327)

	(62,337)	28,228		(19,073)		(50,864)	(104,046)

Loss before taxation	(203,809)	28,228		(19,073)		(50,864)	(245,518)
Taxation	(9,492)								(9,492)

Loss for the year	(213,301)	28,228		(19,073)		(50,864)	(255,010)

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Adjusted

Unaudited

Audited

Pro Forma

Consolidated

Statement of

Comprehensive

Income of the

Group for the

year ended

31 December

2018

Pro Forma Adjustments

2018

US$'000

Note 1

Note 4a

Note 4b

Note 4c

Loss for the year

(213,301)

28,228

(19,073)

(50,864)

(255,010)

Other comprehensive income/(loss):

Items that have been or may be

reclassified to consolidated

statement of comprehensive income:

Foreign currency translation

differences

(120,293)

Fair value loss on derivative financial

instruments

(25,284)

Share of other comprehensive income

of an associate

471

(145,106)

Item that will not be reclassified

subsequently to consolidated

statement of comprehensive income:

Actuarial loss on retirement benefit

plans

(79)

Fair value gain on financial assets at

fair value through other

comprehensive income

(756)

Other comprehensive income for the

year

(145,941)

Total comprehensive loss for the year

(359,242)

28,228

(19,073)

(50,864)

(400,951)

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes to the unaudited pro forma financial information of the Group

The amounts are extracted from the unaudited consolidated statement of financial position of the Group as at 30 June 2019, as set out in the published interim report of the Group and the audited consolidated statement of comprehensive income of the Group for the year ended 31 December 2018, as set out in the published annual report of the Group. The pro forma adjustments are prepared based on the accounting policies adopted by the Group for the year ending 31 December 2019.
The Transactions are regarded as a sale and leaseback transaction. Under the Bareboat Charter Agreement, the Seller has a Purchase Option and a Purchase Obligation during and at the end of the Charter Period, respectively after the Delivery Date to purchase the Vessel. The Purchasers do not obtain control of the Vessel because the Purchasers are limited in their ability to direct the use of, and obtain substantially all of the remaining benefits from the Vessel. Accordingly, the Transactions shall be accounted for as a financing arrangement in accordance with Hong Kong Financial Reporting Standards 9 "Financial Instruments" ("HKFRS 9") in the Unaudited Pro Forma Financial Information of the Group. The Upfront Fee, fixed Charter Hire and Purchase Obligation, and variable Charter Hire payable by the Seller under the Bareboat Charter Agreement represent the loan arrangement fees, loan principal repayment, and interest repayment for these Transactions respectively.
For the purpose of the unaudited pro forma consolidated net assets statement, the pro forma adjustments assuming the Transactions had taken place on 30 June 2019, include the following:
1. (i) early repayment of a secured term loan of approximately US$525,512,000, along with the accrued interest as at 30 June 2019 of approximately US$4,822,000;
2. 1. partial refund of fee paid to Euler Hermes Deutschland AG, acting in its capacity as representative of the Federal Republic of Germany in connection with the issuance of export credit guarantees under and in respect of the Hermes Insurance Policy ("Hermes fee") of approximately US$13,956,000; and
  2. loss on derecognition of financial liability of approximately US$14,458,000, being the net outstanding loan arrangement fees as at 30 June 2019 after deducting the refund of Hermes fee as a result of the voluntary early repayment by the Seller for the release of the security on the Vessel pledged before the completion of the Transactions;
3. the Purchase Option and the Put Option in the Bareboat Charter Agreement are treated as embedded derivatives in this financing arrangement. Based on the Group's analysis, given that the options' exercise prices at each exercise date are approximately equal to the host debt instrument's amortised cost, these options are closely related to the debt host contract and do not need to be accounted for separately. Accordingly, the Group has recognised a new loan, being the fair value of proceeds from the drawdown of the Transactions of US$900,000,000 less the estimated loan arrangement fees of approximately US$14,500,000, based on the estimated future cash flows, taking into account all of the instruments' contractual terms, including the options.

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

4. For the purpose of the unaudited pro forma consolidated statement of comprehensive income, the pro forma adjustments assuming the Transactions had taken place on 1 January 2018, include the following:

exclusion of amortisation of loan arrangement fees and interests on the secured term loan mentioned in note 3(a) for the year ended 31 December 2018 of approximately US$6,495,000 and US$21,733,000 respectively as a result of the early repayment, as if the Transactions were completed on 1 January 2018;
loss on derecognition of financial liability of approximately US$19,073,000, being the net outstanding loan arrangement fees as at 1 January 2018 after deducting the refund of Hermes fee of approximately US$18,712,000 as a result of the early repayment of the secured term loan mentioned in note 3(a), as if the Transactions were completed on 1 January 2018; and
recognition of amortisation of loan arrangement fees and interest on the new financing from the Transactions for the year ended 31 December 2018 of approximately US$1,793,000 and US$49,071,000 respectively, as if the Transactions were completed on 1 January 2018. The interest on the new financing from the Transactions is derived based on a fixed rate margin of 3.1% per annum plus 3 months London Interbank Offered Rate ("LIBOR"). LIBOR of 2.41% which represents the average 3-month LIBOR rate in 2018 is used in the computation of interest expense on the new financing from the Transactions.

The effects of interest capitalisation have not been considered in notes 4(a) and 4(c) as the Group's capitalisation rate for general borrowings would not be materially different before and after the completion of the Transactions.

According to the Memorandum of Agreement, the consideration for the Vessel payable by the Purchasers to the Seller is lower of the US$900,000,000 or 80% of the Closing Market Value. For the purpose of preparing the Unaudited Pro Forma Financial Information, it is assumed that the consideration payable for the Transactions is US$900,000,000. Any changes in the consideration payable will affect the proceeds from the drawdown of the Transactions as mentioned in note 3(b), and the interest on the new financing from the Transactions as mentioned in note 4(c).
No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2019 and 1 January 2019 on the unaudited pro forma consolidated net assets statement and the unaudited pro forma consolidated statement of comprehensive income of the Group respectively.
Except for the amortisation of loan arrangement fees and interest on the new financing from the Transactions, the above adjustments are not expected to have a continuing effect on the unaudited pro forma consolidated net assets statement and the unaudited pro forma consolidated statement of comprehensive income of the Group.

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Genting Hong Kong Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Genting Hong Kong Limited (the "Company") and its subsidiaries (collectively the "Group") by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated net assets statement as at 30 June 2019 and the unaudited pro forma consolidated statement of comprehensive income for the year ended 31 December 2018 and related notes (the "Unaudited Pro Forma Financial Information") as set out on pages 37 to 44 of the Company's circular dated 28 November 2019, in connection with the proposed sale and leaseback of Genting Dream (the "Transactions") by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages 37 to 44.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the Transactions on the Group's financial position as at 30 June 2019 and the Group's financial performance for the year ended 31 December 2018 as if the Transactions had taken place at 30 June 2019 and 1 January 2018 respectively. As part of this process, information about the Group's financial position has been extracted by the directors from the Group's financial statements for the period ended 30 June 2019, on which no audit or review report has been published. The information about the Group's financial performance has been extracted by the directors from the Group's financial statements for the year ended 31 December 2018, on which an audit report has been published.

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transactions at 1 January 2018 and 30 June 2019 would have been as presented.

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and
The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;
such basis is consistent with the accounting policies of the Group; and
the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 28 November 2019

APPENDIX IV	GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTERESTS OF DIRECTORS

As at the Latest Practicable Date, the interests and short positions of the Directors and the Chief Executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO);

to be entered into the register pursuant to section 352 of the SFO; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code, or in accordance with information received by the Company, were as follows:

2.1 Interests in the issued Shares

		Nature of interests/capacity in which such interests were held

								Founder/
						Interests of	Beneficiary of			Percentage of
		Beneficial	Interests of	controlled	discretionary			issued voting
Name of Director (Notes)	owner	spouse	corporation	trusts	Total	Shares

				Number of issued Shares (Notes)
Tan Sri Lim Kok Thay	368,643,353	36,298,108		36,298,108		6,003,571,032		6,408,512,493		75.55
				(1)		(2)		(3) and (4)	(5)
Mr. Lim Keong Hui (6)	-	-	-	6,003,571,032		6,003,571,032		70.78
								(3) and (4)
Mr. Alan Howard Smith	-	-	-	8,000,000		8,000,000		0.09
								(7)
Mr. Justin Tan Wah Joo	968,697	968,697		-	-	968,697		0.01
		(8)	(8)						(5)

Notes:

As at the Latest Practicable Date:

Tan Sri Lim Kok Thay had a family interest in the same block of 36,298,108 Shares directly held by Goldsfine Investments Ltd. ("Goldsfine") in which his wife, Puan Sri Wong Hon Yee had a corporate interest.
Tan Sri Lim Kok Thay was also deemed to have a corporate interest in the same block of 36,298,108 Shares directly held by Goldsfine in which each of Tan Sri Lim Kok Thay and Puan Sri Wong Hon Yee held 50% equity interests.

APPENDIX IV	GENERAL INFORMATION

Tan Sri Lim Kok Thay as founder and a beneficiary of a discretionary trust (trustee of which is Summerhill Trust Company (Isle of Man) Limited) and Mr. Lim Keong Hui also as a beneficiary of the discretionary trust, had a deemed interest in the same block of 6,003,571,032 Shares.
Out of the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope Limited ("Golden Hope") as trustee of the Golden Hope Unit Trust ("GHUT"), 4,935,000,000 Shares were pledged Shares.
There was no duplication in arriving at the total interest.
Mr. Lim Keong Hui is a son of Tan Sri Lim Kok Thay.
Mr. Alan Howard Smith as a beneficiary of a discretionary trust had a deemed interest in 8,000,000 Shares.
These Shares were jointly held by Mr. Justin Tan Wah Joo and his wife.
The Company had one class of issued Shares, each of which carried equal voting right.
All the above interests represented long positions in the Shares.

2.2 Interests in the shares of associated corporations of the Company

				Nature of interests/capacity in which such interests were held

										Founder/
								Interests of	Beneficiary of			Percentage of
Name of associated				Beneficial	Interests of		controlled	discretionary			issued voting
corporation (Notes)	Name of Director	owner	spouse		corporation	trusts	Total	shares

						Number of ordinary/common shares (Notes)
Grand Banks Yachts Limited	Tan Sri Lim Kok Thay	3,056,497	-		-	49,553,497		52,609,994	28.56
("Grand Banks") (1)										(2)		(15) and (16)
Starlet Investments Pte. Ltd.	Tan Sri Lim Kok Thay	-	250,000	250,000	250,000		500,000	100
("Starlet") (3)						(4)	(5)	(6)		(15) and (16)
SC Alliance VIP World	Tan Sri Lim Kok Thay	-	2,000	2,000	2,000		2,000	40
Philippines, Inc.						(8)	(9)	(10)		(15) and (16)
("SC Alliance") (7)
Star Cruises Hong Kong	Tan Sri Lim Kok Thay	-	5,000	5,000	5,000		5,000	100
Management Services						(12)	(13)	(14)		(15) and (16)
Philippines, Inc.
("SCHKMS") (11)

Notes:

As at the Latest Practicable Date:

Grand Banks had one class of issued shares, namely 184,234,649 ordinary shares, each of which carried equal voting right. A subsidiary of the Company had a 26.90% interest in Grand Banks.
As founder and a beneficiary of a discretionary trust, Tan Sri Lim Kok Thay had a deemed interest in 49,553,497 ordinary shares of Grand Banks.
Starlet had one class of issued shares, namely 500,000 ordinary shares, each of which carried equal voting right. Each of a subsidiary of the Company and International Resort Management Services Pte. Ltd. ("IRMS") had a 50% interest in Starlet. IRMS was owned as to 80% by Tan Sri Lim Kok Thay and 20% by his spouse, Puan Sri Wong Hon Yee.

APPENDIX IV	GENERAL INFORMATION

As the spouse of Puan Sri Wong Hon Yee, Tan Sri Lim Kok Thay had a family interest in 250,000 ordinary shares of Starlet directly held by IRMS in which Puan Sri Wong Hon Yee had a 20% interest.
Tan Sri Lim Kok Thay was deemed to have a corporate interest in 250,000 ordinary shares of Starlet directly held by IRMS.
As founder and a beneficiary of a discretionary trust, Tan Sri Lim Kok Thay had a deemed interest in 250,000 ordinary shares of Starlet.
SC Alliance had two classes of issued shares, namely 2,000 common shares and 3,000 series A preferred shares, each of which carried equal voting right. All the issued common shares in SC Alliance were held by Starlet.
As the spouse of Puan Sri Wong Hon Yee, Tan Sri Lim Kok Thay had a family interest in 2,000 common shares of SC Alliance directly held by Starlet in which IRMS had a 50% interest, IRMS was in turn owned as to 20% by Puan Sri Wong Hon Yee.
Tan Sri Lim Kok Thay was deemed to have a corporate interest in 2,000 common shares of SC Alliance directly held by Starlet in which IRMS had a 50% interest.
As founder and a beneficiary of a discretionary trust, Tan Sri Lim Kok Thay had a deemed interest in 2,000 common shares of SC Alliance.
SCHKMS had one class of issued shares, namely 5,000 common shares, each of which carried equal voting right. SCHKMS was owned as to (i) 60% by SC Alliance; and (ii) 40% by Starlet.
As the spouse of Puan Sri Wong Hon Yee, Tan Sri Lim Kok Thay had a family interest in 5,000 common shares of SCHKMS directly and indirectly held by Starlet in which IRMS had a 50% interest, IRMS was in turn owned as to 20% by Puan Sri Wong Hon Yee.
Tan Sri Lim Kok Thay was deemed to have a corporate interest in 5,000 common shares of SCHKMS comprising (i) 3,000 common shares directly held by SC Alliance; and (ii) 2,000 common shares directly held by Starlet.
As founder and a beneficiary of a discretionary trust, Tan Sri Lim Kok Thay had a deemed interest in 5,000 common shares of SCHKMS.
There was no duplication in arriving at the total interest.
These interests represented long positions in the shares of the relevant associated corporations of the Company.
Tan Sri Lim Kok Thay held qualifying shares in certain associated corporations of the Company on trust for a subsidiary of the Company.

Save as disclosed above and in the section headed "Interests of Substantial Shareholders" below, as at the Latest Practicable Date, none of the Directors or the Chief Executive of the Company had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code, or in accordance with information received by the Company.

APPENDIX IV	GENERAL INFORMATION

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as the Directors or the Chief Executive of the Company were aware or could ascertain after reasonable enquiry, the following persons, not being a Director or the Chief Executive of the Company, had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group or had any options in respect of such capital:

3.1 Interests in the issued Shares

					Nature of interests/capacity in which such interests were held

								Interests of								Percentage of
			Beneficial		Interests of		controlled					Beneficiary			issued voting
Name of Shareholder (Notes)	owner		spouse		corporation		Trustee	of trust	Total		Shares

							Number of issued Shares (Notes)
Summerhill Trust Company	-		-	6,003,571,032	6,003,571,032			6,003,571,032		6,003,571,032	70.78
(Isle of Man) Limited					(5)	(7)			(9)		(13)
(as trustee of a
discretionary trust) (1)
Cove Investments Limited (2)	-		-		-		-	6,003,571,032		6,003,571,032	70.78
													(10)
Golden Hope	-		-	546,628,908	6,003,571,032			-	6,003,571,032	70.78
(as trustee of the GHUT) (3)					(6)		(8) and (12)			(13)
Joondalup Limited (4)	546,628,908		-		-		-	-	546,628,908	6.44
Puan Sri Wong Hon Yee	-	6,408,512,493		36,298,108		-	-	6,408,512,493	75.55
					(11(a))		(11(b))							(13)

Notes:

As at the Latest Practicable Date:

Summerhill Trust Company (Isle of Man) Limited ("Summerhill") was the trustee of a discretionary trust (the "Discretionary Trust"), the beneficiaries of which were Tan Sri Lim Kok Thay, Mr. Lim Keong Hui and certain other members of Tan Sri Lim Kok Thay's family. Summerhill as trustee of the Discretionary Trust held 99.99% of the units in the GHUT, a private unit trust directly and 0.01% of the units in the GHUT indirectly through Cove (as defined below).
Cove Investments Limited ("Cove") was wholly owned by Summerhill as trustee of the Discretionary Trust.
Golden Hope was the trustee of the GHUT.
Joondalup Limited ("Joondalup") was wholly owned by Golden Hope as trustee of the GHUT.

APPENDIX IV	GENERAL INFORMATION

Summerhill as trustee of the Discretionary Trust had a corporate interest in the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT (comprising 5,456,942,124 Shares held directly by Golden Hope as trustee of the GHUT and 546,628,908 Shares held indirectly through Joondalup).
Golden Hope as trustee of the GHUT had a corporate interest in the same block of 546,628,908 Shares held directly by Joondalup.
Summerhill in its capacity as trustee of the Discretionary Trust had a deemed interest in the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT (comprising 5,456,942,124 Shares held directly by Golden Hope as trustee of the GHUT and 546,628,908 Shares held indirectly through Joondalup).
The interest in 6,003,571,032 Shares was held directly and indirectly by Golden Hope in its capacity as trustee of the GHUT (comprising 5,456,942,124 Shares held directly by Golden Hope as trustee of the GHUT and 546,628,908 Shares held indirectly through Joondalup).
Summerhill as trustee of the Discretionary Trust was deemed to have interest in the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT in its capacity as beneficiary of the GHUT.
Cove which held 0.01% of the units in the GHUT was deemed to have interest in the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT in its capacity as beneficiary of the GHUT.
(a) Puan Sri Wong Hon Yee as the spouse of Tan Sri Lim Kok Thay, had a family interest in the same block of 6,408,512,493 Shares in which Tan Sri Lim Kok Thay had a deemed interest.
1. Puan Sri Wong Hon Yee also had a corporate interest in 36,298,108 Shares held directly by Goldsfine by holding 50% of its equity interest.
Out of the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT, 4,935,000,000 Shares were pledged Shares.
There was no duplication in arriving at the total interest.
The Company had one class of issued Shares, each of which carried equal voting right.
All the above interests represented long positions in the Shares.

APPENDIX IV	GENERAL INFORMATION

3.2 Interest in other members of the Group

				Number of
				shares held/
				Amount of
				registered		Holding
Name of subsidiary	Name of Shareholder		capital held		percentage

Macau Land Investment	World Arena		15 ordinary shares	15%
Corporation		Corporation
	Silverland Concept		10 ordinary shares	10%
		Corporation

Save as disclosed in this circular and so far as the Directors or the Chief Executive of the Company were aware, as at the Latest Practicable Date, there were no other persons who had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group or had any option in respect of such capital.

Save as disclosed below, as at the Latest Practicable Date, no other Directors are directors or employees of substantial shareholders listed in the section headed "Interests of Substantial Shareholders" above:

Name of Director	Title	Company

Tan Sri Lim Kok Thay	Director	Cove
	Director	Golden Hope
	Director	Joondalup

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors entered, or proposed to enter, into any service contract with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

APPENDIX IV	GENERAL INFORMATION

5. DIRECTORS' INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP

On 1 December 2015, Crystal Cruises, LLC (an indirect wholly-owned subsidiary of the Company) as tenant entered into a lease agreement with Resorts World Omni LLC (an indirect wholly-owned subsidiary of Genting Malaysia Berhad ("GENM", being an associate of Tan Sri Lim Kok Thay and Mr. Lim Keong Hui)) as landlord in respect of a lease of an office premises at Miami, Florida, the United States for a period of two years commencing from 1 December 2015 to 30 November 2017 at the monthly basic rent of US$15,000. Upon expiry of the lease agreement, it has been renewed by operation of law on monthly basis at the same rent. The amount paid by the Group under the lease agreement amounted to approximately US$97,000 for the six months ended 30 June 2019.
On 1 April 2019, Langkawi Cruise Centre Sdn. Bhd. (an indirect wholly-owned subsidiary of the Company) as tenant entered into a tenancy agreement with Papago Sdn Bhd (an indirect wholly-owned subsidiary of GENM) as landlord in respect of certain portion of a multipurpose hall for a period of 3 years commencing from 1 February 2019 to 31 January 2022 at a monthly rental of approximately RM2,316.25. The amount paid by the Group in respect of the tenancy agreement amounted to approximately US$2,000 for the six months ended 30 June 2019.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors has any direct or indirect interests in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, any members of the Group since 31 December 2018, the date to which the latest published audited consolidated financial statements of the Group were made up.

None of the Directors is materially interested in any contract or arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group.

APPENDIX IV	GENERAL INFORMATION

6. EXPERT AND CONSENT

The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name	Qualification

PricewaterhouseCoopers	Certified Public Accountants

As at the Latest Practicable Date, PricewaterhouseCoopers:

did not have any shareholding, direct or indirect, in any member of the Group or any rights (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group;
did not have any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any members of the Group, or were proposed to be acquired or disposed of by or leased to any members of the Group since 31 December 2018, being the date up to which the latest published audited financial statements of the Group were made; and
has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they are included.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this circular and ending on the Latest Practicable Date, and are or may be material:

An underwriting agreement dated 27 February 2018 between (i) Star NCLC Holdings Ltd. ("Star NCLC", a direct wholly-owned subsidiary of the Company) and the other Selling Shareholder (as defined in the underwriting agreement) and (ii) Morgan Stanley & Co. LLC under which Star NCLC agreed to sell to Morgan Stanley & Co. LLC 9,750,000 shares in Norwegian Cruise Line Holdings Ltd. at the total consideration of (after deduction of the relevant expenses) approximately US$543.6 million.
A lock-up agreement dated 27 February 2018 between (i) Star NCLC and (ii) Morgan Stanley & Co. LLC under which Star NCLC had undertaken not to, without the prior written consents of Morgan Stanley & Co. LLC, sell, offer or contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file a registration statement with The U.S. Securities and Exchange Commission in respect of any shares in Norwegian Cruise Line Holdings Ltd. for a period of 30 days after 27 February 2018.

APPENDIX IV	GENERAL INFORMATION

An underwriting agreement dated 28 November 2018 between (i) Star NCLC and the other Selling Shareholder (as defined in the underwriting agreement) and (ii) Morgan Stanley & Co. LLC under which Star NCLC agreed to sell to Morgan Stanley & Co. LLC 3,148,307 shares in Norwegian Cruise Line Holdings Ltd. at the total consideration of (after deduction of the relevant expenses) approximately US$158.8 million.
A share purchase agreement dated 6 August 2019 entered into among (i) Ocean World Limited (a direct wholly-owned subsidiary of the Company), (ii) Darting Investment Holdings Ltd. and (iii) the Company under which Ocean World Limited agreed to sell to Darting Investment Holdings Ltd. up to 350 common shares in Dream Cruises Holding Limited (an indirect wholly-owned subsidiary of the Company) at the total consideration of up to approximately US$488.6 million and certain earnout consideration which may be payable in accordance with the terms of such share purchase agreement.
The Memorandum of Agreement and the Bareboat Charter Agreement.
A shareholders' agreement dated 31 October 2019 between (i) Ocean World Limited, (ii) the Company, (iii) Darting Investment Holdings Ltd., and (iv) Dream Cruises Holding Limited under which Ocean World Limited and Darting Investment Holdings Ltd. agreed to hold their respective shares and regulate their respective rights in Dream Cruises Holding Limited in accordance with the terms of such shareholders' agreement.
An option deed dated 31 October 2019 between (i) MV Werften Wismar GmbH (an indirect wholly-owned subsidiary of the Company), (ii) Dream Cruises Holding Limited, (iii) Darting Investment Holdings Ltd., and (iv) the Company under which MV Werften Wismar GmbH granted to Dream Cruises Holding Limited the right to order and purchase up to two luxury passenger cruise ships.

APPENDIX IV	GENERAL INFORMATION

8. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, there is no litigation or claim of material importance pending or threatened against any member of the Group.

9. DIRECTORS' INTERESTS IN COMPETING BUSINESS

Tan Sri Lim Kok Thay, the Chairman and Chief Executive Officer and a substantial Shareholder of the Company, is the Chairman and Chief Executive and a substantial shareholder of Genting Berhad ("GENT") as well as the Chairman and Chief Executive, a substantial shareholder and a holder of the rights to participate in the performance shares of Genting Malaysia Berhad ("GENM"). GENT and GENM are listed on the Main Market of Bursa Malaysia Securities Berhad. Tan Sri Lim Kok Thay is also the Executive Chairman, a substantial shareholder and a holder of the rights to participate in the performance share scheme of Genting Singapore Limited ("GENS"), a company listed on the Main Board of the Singapore Exchange Securities Trading Limited.

Mr. Lim Keong Hui, the Deputy Chief Executive Officer, Executive Director and a substantial Shareholder of the Company, is also the Deputy Chief Executive and Executive Director and a substantial shareholder of GENT, and the Deputy Chief Executive and Executive Director, a substantial shareholder and a holder of the rights to participate in the performance shares of GENM. He is also a substantial shareholder of GENS.

GENM is involved in an integrated resort business at Genting Highlands and its principal activities cover leisure and hospitality services, which comprise gaming, hotels, food and beverage, theme parks, retail and entertainment attractions. The principal activities of GENM's subsidiaries include operation of casinos, leisure and hospitality services, property investment and management, investments, tours and travel related services and provision of sales and marketing services. The principal activity of GENS is that of an investment holding company. The principal activities of GENS's subsidiaries include the development and operation of integrated resort, operation of casinos, provision of sales and marketing support services to leisure and hospitality related businesses and investments. GENS owns Resorts World Sentosa in Singapore. As at the Latest Practicable Date, GENT held approximately 49.45% and 52.70% equity interests in GENM and GENS respectively and GENM indirectly held 49% of common stock (approximately 42.6% of the voting interest) in Empire Resorts, Inc. ("Empire"), a public company with various subsidiaries engaged in the hospitality and gaming industries.

Tan Sri Lim Kok Thay, Mr. Lim Keong Hui and certain other members of Tan Sri Lim Kok Thay's family are beneficiaries of a discretionary trust which ultimately owns the GHUT, of which Golden Hope is the trustee. Golden Hope as trustee of the GHUT, a substantial Shareholder of the Company, indirectly owns 51% of common stock (approximately 57.4% of the voting interest) in Empire.

APPENDIX IV	GENERAL INFORMATION

The Group is principally engaged in the business of cruise and cruise-related operations, shipyard operations and leisure, entertainment and hospitality activities.

Tan Sri Lim Kok Thay and Mr. Lim Keong Hui are therefore considered as having interests in business (the "Deemed Competing Business") apart from the Group's business, which may compete indirectly with the Group's business under Rule 8.10 of the Listing Rules. The Company's management team is separate and independent from GENT, GENM, GENS and Empire. Coupled with the appointment of three Independent Non-executive Directors to the Board, the Group is capable of carrying on its business independent of and at arm's length from the Deemed Competing Business.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or, so far as is known to them, their respective close associates (as defined in the Listing Rules) had any interest in any business (apart from the Group's business) which competes or is likely to compete, either directly or indirectly, with the Group's business which would be required to be disclosed under Rule 8.10 of the Listing Rules.

10. MISCELLANEOUS

The Company Secretary of the Company is Ms. Louisa Tam Suet Lin, an associate member of The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) and The Hong Kong Institute of Chartered Secretaries. The assistant secretary is Estera Services (Bermuda) Limited.
The registered office of the Company is situated at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
The corporate headquarters and principal place of business in Hong Kong of the Company is at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR.
The Bermuda Principal Registrar of the Company is MUFG Fund Services (Bermuda) Limited located at 4th floor North Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.
The Hong Kong Branch Registrar of the Company is Computershare Hong Kong Investor Services Limited located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR.
The English text of this circular shall prevail over the Chinese text.

APPENDIX IV	GENERAL INFORMATION

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the corporate headquarters and principal place of business in Hong Kong of the Company for a period of

14 days from the date of this circular:

the Memorandum of Continuance and Bye-laws of the Company;
the annual reports of the Company for the years ended 31 December 2017 and 31 December 2018, and the interim report of the Company for the six months ended 30 June 2019;
the letter from PricewaterhouseCoopers reporting on the unaudited proforma financial information of the Group, the text of which is set out in Appendix III;
the letter of consent from PricewaterhouseCoopers referred to in paragraph 6 of this appendix;
the material contracts referred to in paragraph 7 of this appendix;
the circular of the Company dated 24 September 2019; and
this circular.

NOTICE OF SPECIAL GENERAL MEETING

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

NOTICE IS HEREBY GIVEN THAT a special general meeting (the "SGM") of Genting Hong Kong Limited (the "Company") will be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Thursday, 19 December 2019 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT:

the memorandum of agreement (the "Memorandum of Agreement") dated 25 September 2019 entered into among between (i) Genting Dream Limited, an indirect subsidiary of the Company, as seller (the "Seller"); and (ii) Xiang CR18 HK International Ship Lease Co., Limited, Sea 172 Leasing Co. Limited and Compass Shipping 32 Corporation Limited, as purchasers (the "Purchasers"), in relation to, among others, the proposed disposal by the Seller of the vessel "GENTING DREAM" (IMO No. 9733105) (the "Vessel") (as amended and/or restated from time to time) be and is hereby approved, confirmed and ratified;
the bareboat charter agreement (the "Bareboat Charter Agreement") dated 25 September 2019 entered into between (i) the Seller, as charterer; and (ii) the Purchasers, as owners, in relation to, among others, the proposed bareboat chartering of the Vessel from the Purchasers to the Seller (as amended and/or restated from time to time) be and is hereby approved, confirmed and ratified;
the transactions contemplated under the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) (which include the Disposal, the Put Option, the Purchase Option and the Purchase Obligation (such terms as defined in the circular of the Company dated 28 November 2019)) be and are hereby approved, confirmed and ratified; and

NOTICE OF SPECIAL GENERAL MEETING

the directors of the Company (the "Directors") be and are hereby authorised and empowered to determine, decide, execute and implement with full discretion all matters relating to the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) and the transactions contemplated thereunder (including but not limited to the exercise of the Purchase Option) from time to time and to do all such acts and things, including but not limited to, execution of all documents which the Directors deem necessary, appropriate or desirable to implement and give full effect to the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) and the transactions contemplated thereunder (including but not limited to the exercise of the Purchase Option) from time to time."

By Order of the Board

Louisa Tam Suet Lin

Company Secretary

Hong Kong, 28 November 2019

Notes:

A shareholder entitled to attend and vote at this meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
The form of proxy in the case of an individual shall be signed by the appointor or his attorney and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of the Company in respect of such share shall alone be entitled to vote in respect thereof.
If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
If no name is inserted in the space for the name of your proxy on the form of proxy, the chairman of this meeting will act as your proxy.
The form of proxy, together with any power of attorney or other authority under which the form of proxy is signed or a notarially certified copy of that power or authority, shall be deposited at the Corporate Headquarters of the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR or at the office of the Company's Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at this meeting (or any adjourned meeting thereof) should they so wish.

NOTICE OF SPECIAL GENERAL MEETING

Personal Information Collection Statement:
Your supply of your and your proxy's Personal Data to the Company and/or the Company's Registrars in the form of proxy is on a voluntary basis. If you fail to provide sufficient information, we may not be able to process your appointment of proxy and instructions. "Personal Data" in this statement has the meaning defined under the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong, which may include but is not limited to your and your proxy's name and address that you supplied to us in the form of proxy. Your and your proxy's Personal Data is collected for the purposes of processing and administration by the Company of proxies appointed for the SGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the SGM (including any adjournment thereof). The Personal Data may be retained for such period as may be necessary for our verification and record purposes. If you have provided Personal Data of individuals other than yourself in the form of proxy, you confirm that you have informed and sought the requisite consent from those individuals to the collection, use and disclosure of their Personal Data for the stated purposes. Your and your proxy's Personal Data will be disclosed or transferred to other companies or bodies for the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request. You and your proxy have the right to request for access to and/or correction of the relevant personal data and any such request should be made in writing by mail to the relevant Registrar's address as appearing in Note 7 of the form of proxy.

Notice of Book Close Period and Record Date for SGM

The Registers of Members of the Company (both the Principal Register in Bermuda and Hong Kong Branch Register) will be closed from 16 December 2019 to 19 December 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, shareholders of the Company are reminded to ensure that all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Bermuda Principal Registrar, MUFG Fund Services (Bermuda) Limited c/o RBC Corporate Services Hong Kong Limited at 42/F., One Taikoo Place, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong SAR; or Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR, by no later than 4:30 p.m. on 13 December 2019.

(Note 8)

THE

(Note 6)

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

Form of Proxy

I/We

being a shareholder/shareholders of Genting Hong Kong Limited (the "Company") hereby appoint *the CHAIRMAN OF MEETING or

as my/our proxy to attend and vote for me/us on my/our behalf at the Special General Meeting of the Company (the "Meeting") to be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Thursday, 19 December 2019 at 4:00 p.m. and at any adjournment thereof and to vote as indicated below. (* Delete if inapplicable)

Dated:

Signed:

Full Name(s)

IN BLOCK CAPITAL

Address

Number of shares held

ORDINARY RESOLUTION

Proxy

ForAgainst

To approve the sale and leaseback of the vessel "GENTING DREAM", including the Disposal, the Put Option, the Purchase Option and the Purchase Obligation (such terms are defined in the circular of the Company dated 28 November 2019).

Please indicate with an "X" in the appropriate box provided above how you wish your vote to be cast on the resolution specified in the notice of the Meeting.

NOTES:

A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
The form of proxy in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of the Company in respect of such share shall alone be entitled to vote in respect thereof.
If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
Please insert the number of shares of US$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "the CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person who signs it. If no name is inserted in the space for the name of your proxy on the form of proxy, the Chairman of the Meeting will act as your proxy.
The form of proxy, together with any power of attorney or other authority under which the form of proxy is signed or a notarially certified copy of that power or authority, shall be deposited at the Corporate Headquarters of the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR or at the office of the Company's Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at the Meeting (or any adjourned meeting thereof) should they so wish.
The full text of the resolution appears in the notice of the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

By submitting an instrument appointing a proxy(ies), the shareholder accepts and agrees to the terms of the Personal Information Collection Statement set out in Note 7 to the notice of the Meeting.

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Genting Hong Kong Limited published this content on 27 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2019 08:37:02 UTC

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Genting Hong Kong Limited Hong Kong S.E.

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Genting Hong Kong : VERY SUBSTANTIAL DISPOSAL AND MAJOR TRANSACTIONS IN RELATION TO THE SALE AND LEASEBACK OF GENTING DREAM AND NOTICE OF SPECIAL GENERAL MEETING

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