Genting Hong Kong : MAJOR TRANSACTIONS IN RELATION TO THE SALE AND LEASEBACK OF CRYSTAL ENDEAVOR AND THE PROVISION OF A SUBORDINATED LOAN

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 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)

MAJOR TRANSACTIONS

IN RELATION TO

THE SALE AND LEASEBACK OF CRYSTAL ENDEAVOR

AND

THE PROVISION OF A SUBORDINATED LOAN

21 February 2020

		CONTENTS
			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2.	THE ACQUISITION CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
3.	THE SUBORDINATED LOAN AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
4.	REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTIONS . . . . . . . .	13
5.	FINANCIAL EFFECTS ON THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
6.	INFORMATION ON THE COMPANY AND THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
7.	LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
8.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

i

the acquisition contract dated 23 December 2019 between the Seller and the Purchaser in relation to the sale and purchase of the Vessel

the announcement of the Company dated 23 December 2019 in relation to the Transactions

the bareboat charter agreement to be entered into between the Seller (as charterer) and the Purchaser (as owner) in relation to the bareboat chartering of the Vessel prior to Completion

the board of directors of the Company

a day (other than a Saturday or Sunday) on which banks are open for general business in Paris, Frankfurt, Wismar (Germany) and Hong Kong

Crédit Agricole Corporate and Investment Bank, a company incorporated in France

the commitment fees payable by the Purchaser to the ECA Agency in relation to the ECA Loan

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

has the meaning given to it under the section headed ''LETTER FROM THE BOARD - 2. THE ACQUISITION CONTRACT - Completion''

has the same meaning as ascribed to it under the Listing Rules

has the meaning given to it under the section headed ''LETTER FROM THE BOARD - 2. THE ACQUISITION CONTRACT - Consideration''

the date on which the Vessel is delivered by the Shipyard to the Seller pursuant to the Shipbuilding Contract and, simultaneously, by the Seller to the Purchaser pursuant to the Acquisition Contract, which is expected to be in May 2020

the director(s) of the Company

1

DEFINITIONS

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

''Acquisition Contract''

''Announcement''

''Bareboat Charter Agreement''

''Board''

''Business Day''

''CACIB''

''Commitment Fees''

''Company''

''Completion''

''connected person(s)''

''Consideration''

''Delivery Date''

''Director(s)''

	DEFINITIONS
''Disposal''	the sale of the Vessel by the Seller to the Purchaser pursuant to
	the Acquisition Contract
''Early Purchase Option''	an option to be granted by the Purchaser to the Seller pursuant to
	the Bareboat Charter Agreement to purchase the Vessel prior to
	the end of the charter period under the Bareboat Charter
	Agreement
''ECA Agency''	Euler Hermes Aktiengesellschaft, acting on behalf of the German
	state
''ECA Lenders''	CACIB and any other first ranking international banks to be
	sourced by them. As at the Latest Practicable Date, the list of
	ECA Lenders has not been finalised
''ECA Loan''	a EUR loan covered by the ECA Agency to be granted by the ECA
	Lenders to the Purchaser to finance the Final Instalment and repay
	a portion of the Subordinated Loan
''ECA Loan Agreement''	the ECA loan agreement to be entered into, among others, among
	the ECA Lenders (as lenders), the Purchaser (as borrower),
	CACIB (as loan agent) and the Security Agent in such terms and
	conditions to be approved by the Seller
''ECA Loan Premium''	the premium, to be paid pursuant to the terms and conditions that
	will be set out in the ECA Loan Agreement, payable by the
	Purchaser to the ECA Agency in respect of the ECA insurance
	policy
''Endeavor Holdings''	Endeavor Holdings Limited, a company incorporated in the Isle of
	Man with limited liability and an indirect wholly-owned
	subsidiary of the Company
''EUR''	Euros, the lawful currency of the participating states within the
	European Union
''Final Instalment''	has the meaning given to it under the section headed ''LETTER
	FROM THE BOARD - 2. THE ACQUISITION CONTRACT -
	Consideration''
''Final Purchase Option''	an option to be granted by the Purchaser to the Seller pursuant to
	the Bareboat Charter Agreement to purchase the Vessel at the end
	of the charter period under the Bareboat Charter Agreement
''First Instalment''	has the meaning given to it under the section headed ''LETTER
	FROM THE BOARD - 2. THE ACQUISITION CONTRACT -
	Consideration''

2

	DEFINITIONS
''GHUT''	Golden Hope Unit Trust, a private unit trust which is held directly
	and indirectly by Summerhill Trust Company (Isle of Man)
	Limited (formerly known as First Names Trust Company (Isle of
	Man) Limited) as trustee of a discretionary trust, the beneficiaries
	of which are Tan Sri Lim Kok Thay, Mr. Lim Keong Hui and
	certain other members of Tan Sri Lim Kok Thay's family
''Golden Hope''	Golden Hope Limited, a company incorporated in the Isle of Man
	with limited liability and a substantial shareholder of the
	Company holding directly 5,456,942,124 Shares (representing
	approximately 64.33% of the Company's issued share capital as at
	the date of the Announcement, the date of the written
	Shareholders' approval and the Latest Practicable Date) in its
	capacity as trustee of the GHUT
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of the Hong Kong Special
	Administrative Region
''Intercreditor Agreement''	the intercreditor agreement to be entered into by, among others,
	the Purchaser, the ECA Lenders, the Security Agent, the Tax Loan
	Lender and the Purchaser Partners
''Joondalup''	Joondalup Limited, a company incorporated in the Isle of Man
	with limited liability holding directly 546,628,908 Shares
	(representing approximately 6.44% of the Company's issued share
	capital as at the date of the Announcement, the date of the written
	Shareholders' approval and the Latest Practicable Date).
	Joondalup is wholly-owned by Golden Hope as trustee of the
	GHUT
''Latest Practicable Date''	14 February 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Management Agreement''	the agreement to be entered into between the Seller (as charterer)
	and the approved manager of the Vessel (which will be a wholly-
	owned subsidiary of the Company) to manage technically and
	commercially the Vessel. As at the Latest Practicable Date, the
	approved manager of the Vessel has not been finalised
''Manager's Undertaking''	an undertaking to be executed by the approved manager of the
	Vessel in favour of the Security Agent

3

	DEFINITIONS
''Mortgage''	the first ranking mortgage over the Vessel to be granted by the
	Purchaser in favour of the Security Agent
''Purchaser''	SNC Endeavor Leasing, a company incorporated in France which
	is directly wholly-owned by the Purchaser Partners
''Purchaser Partners''	Cafi Hester and Doumer Finance, each of which is a company
	incorporated in France and an indirect wholly-owned subsidiary of
	the Crédit Agricole group

''Sale and Leaseback Transactions'' the Transactions and the transactions contemplated under the ECA Loan Agreement, the Bareboat Charter Agreement and the Share

	Purchase Option Agreement
''Security Deed''	the first ranking agreement to be entered into among the
	Purchaser, the Seller and the Security Agent pursuant to which
	the Vessel's warranties, the Vessel's insurances, the capital
	element of the earnings under the time charter from the Seller (as
	bareboat charterer) to the Time Charterer and all rights to
	requisition proceeds will be assigned to the Security Agent
''Security Agent''	the entity to be appointed as security agent on behalf of the ECA
	Lenders and the Tax Loan Lender pursuant to the Intercreditor
	Agreement
''Seller''	Crystal Endeavor SAS, a company incorporated in France, a direct
	wholly-owned subsidiary of the Seller Parent and an indirect
	wholly-owned subsidiary of the Company
''Seller Parent''	CruiseGlobal SAS, a company incorporated in France and an
	indirect wholly-owned subsidiary of the Company
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
''SGM''	a special general meeting of the Company
''Share Purchase Option	the agreement to be entered into between the Seller and the
Agreement''	Purchaser Partners in relation to the grant of an option by the
	Purchaser Partners to the Seller to purchase all the shares in the
	Purchaser
''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)

4

	DEFINITIONS
''Shipbuilding Contract''	the Shipbuilding Contract dated 19 August 2019 and amended on
	18 December 2019 among the Shipyard (as builder), Endeavor
	Holdings (as buyer) and the Company (as guarantor) in relation to
	the construction of the Vessel with a contract price of up to
	EUR350 million (equivalent to approximately HK$3,058 million),
	of which certain rights and obligations have been novated by
	Endeavor Holdings to the Seller pursuant to a novation agreement
	dated 23 December 2019. Such rights include the rights to (i) take
	delivery of the Vessel and the right to title and risk in the Vessel;
	(ii) the benefit of insurances; (iii) receive any refund of the
	unutilised portion of allowance; (iv) receive any liquidated
	damages payable by the Shipyard; (v) receive any amounts
	payable by the Shipyard following a partial or total loss of the
	Vessel prior to delivery; (vi) receive sums payable by the
	Shipyard upon termination of the Shipbuilding Contract; and (vii)
	the benefit of the Shipyard's guarantee
''Shipyard''	MV Werften Wismar GmbH, a company incorporated in Germany
	with limited liability and an indirect wholly-owned subsidiary of
	the Company, which operates three shipyards in Wismar,
	Warnemünde and Stralsund respectively in Germany
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Subordinated Loan''	the unsecured subordinated loan granted by the Seller to the
	Purchaser to finance, among other things, the First Instalment
	under the Acquisition Contract
''Subordinated Loan Agreement''	the subordinated loan agreement dated 23 December 2019 between
	the Seller (as lender) and the Purchaser (as borrower) in relation
	to the Subordinated Loan
''Tan Sri Lim Kok Thay''	Tan Sri Lim Kok Thay, the Chairman and Chief Executive
	Officer, an Executive Director and a substantial Shareholder of
	the Company who directly holds 368,643,353 Shares (representing
	approximately 4.35% of the issued share capital of the Company
	as at the date of the Announcement, the date of the written
	Shareholders' approval and the Latest Practicable Date)
''Tax Loan''	a loan to be granted by CACIB to the Purchaser, the proceeds of
	which will be used to: (i) finance initial upfront expenses incurred
	by the Purchaser, up to a maximum aggregate amount of
	EUR80,000 (equivalent to approximately HK$698,944), and (ii)
	be placed on a deposit pledged in favour of the Tax Loan Lender

5

	DEFINITIONS
''Tax Loan Agreement''	a loan agreement to be entered into between CACIB (as lender)
	and the Purchaser (as borrower) in respect of the Tax Loan
''Tax Loan Lender''	CACIB, as lender under the Tax Loan Agreement
''Time Charterer''	Crystal Cruises, LLC, a company incorporated in California,
	United States of America with limited liability and an indirect
	wholly-owned subsidiary of the Company
''Transactions''	the transactions contemplated under the Acquisition Contract and
	the Subordinated Loan Agreement (which include the Disposal
	and the Subordinated Loan)
''Upfront Fees''	the structuring fee, the underwriting fee and the participation fee
	payable by the Purchaser to CACIB (as loan agent) in relation to
	the ECA Loan
''US$''	United States dollar(s), the lawful currency of the United States of
	America
''Vessel''	a luxury passenger cruise ship for up to approximately 200
	passengers (to be named ''Crystal Endeavor'') be built at the
	Shipyard, pursuant to the Shipbuilding Contract
''%''	Per-cent

In this circular, the HK$ amounts have been converted from EUR and US$ amounts at the rates of EUR1.0000 to HK$8.7368 and US$1.0000 to HK$7.8000 respectively. Such conversions are for the convenience of the readers only. No representation is made that the amounts stated in this circular have been or could have been or could be converted at the above rate.

6

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 principal
Independent Non-executive Directors:	place of business in Hong Kong:
Mr. Alan Howard Smith	Suite 1501
(Deputy Chairman)	Ocean Centre
Mr. Lam Wai Hon, Ambrose	5 Canton Road
Mr. Justin Tan Wah Joo	Tsimshatsui
	Kowloon
	Hong Kong SAR
	21 February 2020
To the Shareholders
Dear Sir or Madam,

MAJOR TRANSACTIONS

IN RELATION TO

THE SALE AND LEASEBACK OF CRYSTAL ENDEAVOR

AND

THE PROVISION OF A SUBORDINATED LOAN

1. INTRODUCTION

Reference is made to the Announcement.

7

LETTER FROM THE BOARD

On 23 December 2019, the Seller, an indirect wholly-owned subsidiary of the Company, entered into the Acquisition Contract with the Purchaser in relation to the Disposal.

On the same date, the Seller entered into the Subordinated Loan Agreement with the Purchaser, pursuant to which the Seller agreed to provide the Subordinated Loan to the Purchaser to finance, among other things, the First Instalment payable by the Purchaser under the Acquisition Contract.

The purpose of this circular is to provide you with, among other things, (i) further details in relation to the Acquisition Contract, the Subordinated Loan Agreement and the Transactions; and (ii) other information in accordance with the Listing Rules.

2. THE ACQUISITION CONTRACT

Date

23 December 2019

Parties

1. The Seller (as seller)
2. The Purchaser (as purchaser)

Subject Matter

Pursuant to the Acquisition Contract, the Seller agreed to sell, and the Purchaser agreed to purchase, the Vessel (which is being built by the Shipyard pursuant to the Shipbuilding Contract).

Consideration

The consideration (the ''Consideration'') payable by the Purchaser to the Seller shall be an amount up to EUR350 million (equivalent to approximately HK$3,058 million), which is equal to the contract price under the Shipbuilding Contract. The Consideration shall be reduced by the amount of the contractual liquidated damages or any other reduction under the Shipbuilding Contract (if any).

The Consideration shall be paid in cash in the following manner:

1. EUR280 million (equivalent to approximately HK$2,446 million) (which is the same as the amount which has been paid by the Seller to the Shipyard prior to the date of the Acquisition Contract pursuant to the Shipbuilding Contract) shall be paid by the Purchaser to the Seller five Business Days after the date of the Acquisition Contract (the ''First Instalment''); and
2. the remaining amount shall be paid by the Purchaser directly to the Shipyard on the Delivery Date (the ''Final Instalment'').

8

LETTER FROM THE BOARD

As at the Latest Practicable Date, the First Instalment has been paid by the Purchaser to the Seller in accordance with the Acquisition Contract. The First Instalment was solely financed by the Subordinated Loan (as detailed in the section headed ''3. THE SUBORDINATED LOAN AGREEMENT'' below). The Final Instalment will be financed by a portion of the ECA Loan (the balance of which will be used to, among other things, repay part of the Subordinated Loan which has already been made available to the Purchaser).

Conditions Precedent

The effectiveness of the Acquisition Contract is subject to, among other things:

1. the execution of, among other things, the Acquisition Contract and the Subordinated Loan Agreement;
2. the delivery by the Seller to the Purchaser of a certified true copy of the Shipbuilding Contract and a copy of the keel laying certificate of the Vessel; and
3. the delivery by the Seller to the Purchaser of a copy of the corporate documents of the Seller, and a certified true copy of the board resolutions of the Seller approving the Transactions and any power of attorney issued pursuant thereto.

As at the Latest Practicable Date, the conditions precedent above for the effectiveness of the Acquisition Contract have been satisfied.

The obligation of the Purchaser to pay the First Instalment is subject to:

1. the delivery by the Seller to the Purchaser of the following documents or evidence no later than three Business Days after the date of the Acquisition Contract in form and substance satisfactory to the Purchaser:
2. 1. copies of the invoices for the instalments under the Shipbuilding Contract corresponding to the First Instalment issued by the Shipyard and marked by the Shipyard as duly paid by Endeavor Holdings and the invoices for assumption of those paid instalments by the Seller issued by Endeavor Holdings;
   2. the invoice issued by the Seller to the Purchaser for the First Instalment; and
   3. evidence that the amount drawn under the Subordinated Loan equal to the First Instalment having been made available; and

1. no termination event under the Acquisition Contract having occurred (and is continuing) and no event having occurred and is continuing under the Shipbuilding Contract that would allow either the Shipyard or the Seller to rescind, terminate or cancel the Shipbuilding Contract.

As at the Latest Practicable Date, the conditions precedent above for the obligation of the Purchaser to pay the First Instalment have been satisfied.

9

LETTER FROM THE BOARD

The payment of the Final Instalment by the Purchaser to the Seller is subject to, among other things:

1. the delivery by the Seller to the Purchaser of the following documents or evidence on or prior to the Delivery Date in form and substance satisfactory to the Purchaser:
2. 1. if applicable, a certified copy of any consents, authorisations, licences and approvals (if any) required by the Seller and the Shipyard in connection with the export by the Shipyard of the Vessel;
   2. evidence that the Vessel: (i) is or will be permanently registered in the name of the Purchaser under the laws and flag of the agreed maritime registry to the satisfaction of the Purchaser and that the Vessel and its insurances are free of encumbrances; (ii) has the required classification free of all requirements and recommendations of the approved classification society; and (iii) is about to be delivered to, and accepted by, the Seller under the Bareboat Charter Agreement;
   3. a copy of the document of compliance of the Seller or the approved manager of the Vessel in their capacity as operators of the Vessel;
   4. evidence of compliance with the International Ship and Port Facility Security (ISPS) Code of the International Maritime Organization;
   5. a duly signed protocol of delivery and acceptance of the Vessel;
   6. evidence that the Mortgage is or will be permanently or as the case may be provisionally registered against the Vessel under the laws and flag of the approved maritime registry;
   7. opinions of special legal advisers to the Purchaser with respect of all relevant matters of the Disposal in the jurisdiction of the approved maritime registry;
   8. copies of the invoices for the delivery instalment under the Shipbuilding Contract in respect of which payment is due to the Shipyard from the Seller and a copy of the invoice for the Final Instalment issued by the Seller;
   9. evidence that any other extra costs due to the Shipyard in relation to the Vessel have been or will be paid in full on the Delivery Date;
   10. the satisfaction of all conditions precedent listed in the Bareboat Charter Agreement with respect to the delivery of the Vessel;
   11. the satisfaction of all conditions precedent listed in the ECA Loan Agreement with respect to the first drawdown thereunder;
   12. the satisfaction of all conditions precedent listed in the Tax Loan Agreement with respect to the first drawdown thereunder; and

10

LETTER FROM THE BOARD

1. 1. each of the Mortgage, the Security Deed, the Management Agreement and the Manager's Undertaking having been duly executed by the parties thereto; and
2. the Seller having sent to the Purchaser a notice of the scheduled Delivery Date thirty days before such expected date and a notice of the expected date for payment of the Final Instalment (together with, if applicable, a copy of the Shipyard's notice for payment of the delivery instalment under the Shipbuilding Contract) no later than ten days before the expected date for payment.

As at the Latest Practicable Date, none of the above conditions precedent for the payment of the Final Instalment has been satisfied.

Completion

The delivery of the Vessel by the Seller to the Purchaser pursuant to the Acquisition Contract shall take place simultaneously with the delivery of the Vessel by the Shipyard to the Seller pursuant to the Shipbuilding Contract and the payment of the Final Instalment by the Purchaser to the Seller, which is expected to be in May 2020 (''Completion'').

Bareboat Charter Agreement and Share Purchase Option Agreement

Prior to Completion, the Seller will enter into the Bareboat Charter Agreement with the Purchaser in relation to the bareboat chartering of the Vessel and the Share Purchase Option Agreement with the Purchaser Partners whereby the Purchaser Partners will grant an option to the Seller to purchase all the shares in the Purchaser. As at the Latest Practicable Date, the parties are still in the process of negotiating the terms of the Bareboat Charter Agreement and the Share Purchase Option Agreement. Further announcement(s) will be made by the Company as and when appropriate.

3. THE SUBORDINATED LOAN AGREEMENT

Date

23 December 2019

Parties

1. The Seller (as lender)
2. The Purchaser (as borrower)

Subject Matter

The Seller agreed to grant the Subordinated Loan in an aggregate amount up to EUR300 million (equivalent to approximately HK$2,621 million) to the Purchaser to finance:

1. the payment of the First Instalment;
2. the partial payment of the fees payable under the ECA Loan Agreement;

11

LETTER FROM THE BOARD

1. the interest incurred until the Delivery Date under the Subordinated Loan;
2. a portion of the interest incurred after the Delivery Date under the Subordinated Loan; and
3. if the Seller has not purchased all the shares in the Purchaser on or before 1 January 2027 pursuant to the Share Purchase Option Agreement, certain amounts to be deposited and pledged in favour of the Tax Loan Lender so that the amount deposited and pledged is equivalent to outstanding amount under the Tax Loan.

Subject to the repayment obligation arising on the Delivery Date, the Subordinated Loan shall be subordinated to the ECA Loan and the Tax Loan.

Drawdown Conditions and Schedule

Drawdown under the Subordinated Loan is subject to satisfaction of the following conditions:

1. the Seller having received a copy of the articles of association or equivalent constitutional documents of the Purchaser;
2. the Seller having received a copy of the power of attorney issued by the Purchaser to execute the Subordinated Loan Agreement; and
3. the Seller having received evidence that, amongst others, the Acquisition Contract and the Shipbuilding Contract are effective.

As at the Latest Practicable Date, the conditions precedent above have been satisfied. Amounts under the Subordinated Loan may be drawn down in several tranches.

Interest Rate

7.00% per annum, accrued from day to day and calculated annually, on the basis of the actual number of days elapsed and a 360 days per year basis.

Accrual and payment of interest

Interests accruing under the Subordinated Loan are determined as follows:

1. until the Delivery Date, the interest period shall start on the first drawdown date and end on the payment date of the Final Instalment; and
2. as from the Delivery Date, each interest period shall have a term of six months and correspond with the rental period under the Bareboat Charter Agreement.

12

LETTER FROM THE BOARD

Repayment

Amounts drawn under the Subordinated Loan, together with all accrued, capitalised and unpaid interest, shall be repaid by the Purchaser as follows:

1. on the Delivery Date, the Subordinated Loan shall be repaid in an amount equal to:
2. 1. the amount drawn down under the ECA Loan; less
   2. the Final Instalment payable under the Acquisition Contract, the ECA Loan Premium paid on such date, the interest on the Subordinated Loan paid on such date, the Commitment Fees and the Upfront Fees paid on such date;

1. if the Early Purchase Option or the Final Purchase Option is exercised by the Seller, upon completion of the Early Purchase Option or the Final Purchase Option, the Subordinated Loan shall be repaid by netting off outstanding amounts repayable by the Purchaser to the Seller under the Subordinated Loan against the exercise price of the Early Purchase Option or Final Purchase Option payable by the Seller to the Purchaser; and
2. if neither Early Purchase Option nor the Final Purchase Option is exercised, the earlier of: (a) the expiry date of the Bareboat Charter Agreement; (b) the date on which the aggregate amount payable by the Seller to the Purchaser upon termination of the Bareboat Charter Agreement is received by the Purchaser; and (c) the date on which the Purchaser receives the net sale proceeds from the sale of the Vessel.

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

Currently there are three vessels, namely the Vessel and two ''Global Class'' vessels, under construction in our shipyards. The construction costs of Global I (as defined in the circular of the Company dated 24 September 2019) is currently being financed by Global I Loan (as defined in the circular of the Company dated 24 September 2019).

The Company considers the Sale and Leaseback Transactions to be beneficial to the Group as the Group could obtain financings 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. Upon completion of the Sale and Leaseback Transactions, the Group will obtain cash proceeds from the ECA Loan. The proceeds are intended to be used as funding for the capital expenditure of the Group, including the construction costs for Global II (as defined in the circular of the Company dated 24 September 2019) prior to the drawdown of the Global II Loan (as defined in the circular of the Company dated 24 September 2019). The Global II Loan, currently subject to the fulfilment of certain conditions as stipulated in the agreements, is expected to be drawn down by the end of 2020 and the proceeds will be used as funding for the construction costs for Global II.

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

13

LETTER FROM THE BOARD

The terms of the Acquisition Contract and the Subordinated Loan Agreement, including the Consideration, the principal amount and interest rate of the Subordinated Loan were arrived at after arm's length negotiations between the parties with reference to the contract price of the Shipbuilding Contract and the borrowing cost of the Group.

Based on the reasons stated above, the Directors are therefore of the view that the terms of the Acquisition Contract, the Subordinated Loan Agreement and the transactions contemplated thereunder, including the Consideration, the principal amount and the interest rate of the Subordinated Loan, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

The Acquisition Contract and the Subordinated Loan Agreement were signed by the parties despite the definitive terms of the Bareboat Charter Agreement and the Share Purchase Option Agreement have not been determined. As mentioned under the section headed ''LETTER FROM THE BOARD - 2. THE

ACQUISITION CONTRACT - Bareboat Charter Agreement and Share Purchase Option Agreement''

above, prior to Completion of the Acquisition Contract, the Seller is required to enter into the Bareboat Charter Agreement with the Purchaser and the Share Purchase Option Agreement with the Purchaser Partners. The Seller (as an indirect wholly-owned subsidiary of the Company) will only enter into the Bareboat Charter Agreement and the Share Purchase Option Agreement if their terms and the terms of the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the Acquisition Contract will only then proceed to Completion.

It is expected that the transactions contemplated under the Bareboat Charter Agreement and/or the Share Purchase Option Agreement may also constitute notifiable transactions of the Company under the Listing Rules. The Company will comply with the relevant reporting, announcement, circular and shareholders' approval requirements (and details of the Bareboat Charter Agreement and/or the Share Purchase Option Agreement will be available to Shareholders) as and when appropriate under the Listing Rules.

Accordingly, the Directors are of the view that the Directors and the Shareholders are able to consider the terms of the Disposal and the Subordinated Loan despite the definitive terms of the Bareboat Charter Agreement and the Share Purchase Option Agreement have not been determined.

5. FINANCIAL EFFECTS ON THE GROUP

Upon completion of the Sale and Leaseback 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 from the bank borrowings under the ECA Loan Agreement. Therefore, it will not have any material impact on the net assets of the Group.

As the Vessel is currently under construction and is not in use yet, it is expected that the Sale and Leaseback Transactions will not have any material impact on the earnings of the Group.

The Directors consider that the Consideration received from the Sale and Leaseback Transactions will improve the current ratio of the Group.

14

LETTER FROM THE BOARD

6. INFORMATION ON THE COMPANY AND THE PARTIES

The Company, the Seller Parent 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 Parent is principally engaged in the holding of the legal and beneficial title to the Seller and is an indirect wholly-owned subsidiary of the Company.

The Seller is principally engaged in holding the legal and beneficial title to the Vessel and its bareboat chartering and is an indirect wholly-owned subsidiary of the Company.

The Other Parties

The Purchaser is an investment holding company which is directly wholly-owned by the Purchaser Partners which are in turn indirectly wholly-owned by the Crédit Agricole group. The Crédit Agricole group is one of the largest bank in France and worldwide.

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

The Vessel

Upon completion of construction, the Vessel will be one of the cruise ships operated under the Crystal Cruises brand. As at 30 September 2019, the unaudited net asset value of the Vessel was approximately US$271 million (equivalent to approximately HK$2,114 million).

7. LISTING RULES IMPLICATIONS

Notwithstanding the Disposal and the Subordinated Loan 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:

1. As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceeds 25% but all are less than 75%, the Disposal 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.
2. As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Subordinated Loan exceeds 25% but all are less than 75%, the Subordinated Loan 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.

15

LETTER FROM THE BOARD

So far as the Company is aware, as at the Latest Practicable Date, no Shareholder has a material interest in the Transactions which would require it to abstain from voting at the SGM if it were convened to approve the Transactions. In accordance with Rule 14.44 of the Listing Rules, in lieu of holding a SGM for approving the Transactions, the Company obtained written Shareholders' approval in respect of the Transactions from a closely allied group of Shareholders comprising Golden Hope as trustee of the GHUT, Joondalup and Tan Sri Lim Kok Thay, which together hold an aggregate of 6,372,214,385 Shares, representing approximately 75.12% of the issued share capital of the Company as at the date of the written Shareholders' approval and the Latest Practicable Date.

AS COMPLETION IS SUBJECT TO FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE COMPLETION CONDITIONS AS SET OUT IN THE ACQUISITION CONTRACT, 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.

8. 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

16

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 December 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$2,717.5 million which comprised (i) the outstanding balances of approximately US$2,074.8 million under secured term loans and approximately US$294.0 million under secured revolving credit facilities; and (ii) approximately US$348.7 million under unsecured revolving credit facilities. The secured term loans and the secured revolving credit facilities are secured by legal charges over assets with a carrying amount of approximately US$4.0 billion as at 31 December 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 December 2019, the Group had lease liabilities amounted to approximately US$45.2 million.

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 December 2019, these guarantees provided by the Group were approximately US$17.0 million.

17

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

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 December 2019.

3. WORKING CAPITAL

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

1. new proposed loan facility of approximately US$294 million to be available to the Group as at the Latest Practicable Date for drawdown from June 2020 to March 2021, which offer letter is available. However, this facility is subject to final acceptance by the Group.
2. approved loan facilities of approximately US$1,942 million to be available to the Group as at the Latest Practicable Date for drawdown from June 2020 to March 2021. However, the first drawdown will be subject to the fulfilment of certain conditions as stipulated in the agreements.
3. approved facility of approximately US$900 million available to the Group from January 2020 to March 2021 in relation to the sale and leaseback of Genting Dream (refer to the circular of the Company dated 28 November 2019 for further details of this transaction). This transaction was subsequently completed on 15 January 2020.

Taking into account the existing bank borrowings, the available credit facilities, the above- mentioned financing facilities per (i) and (ii) above 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.

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.

18

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

2020 Outlook

2019 was a challenging year for the Group. Amidst the protracted US-China trade war and burgeoning global uncertainties, stemming from geopolitical concerns arising from Indonesian and Indian election called in April 2019 and May 2019, respectively, combined with the collapse of Jet Airways in April 2019 and the escalating political and social unrest in Hong Kong, Genting Dream managed to achieve a year-on-yeardouble-digit EBITDA growth to compensate for the year-on- year shortfall in World Dream. Costs have been well-managed and saw a reduction across-the-board on a year-on-year basis. Explorer Dream deployment in Australia and New Zealand was a success with encouraging performance. Overall Cruise segment profitability has improved with the business turnaround of Star Cruises and Crystal Cruises to maintain the trend of year-on-year improvement in operating result in term of reduction in loss.

The environment in 2020 will continue to be challenging with the novel coronavirus outbreak. The ultimate economic damage from this ongoing epidemic in the People's Republic of China is still under assessment, but efforts have been made to mitigate the impact to the Group. The material impact on the Group's performance in 2020 remains uncertain as the magnitude of the effects from this virus outbreak is still unknown. However, the Group is confident and committed to long term growth in the Asian cruise market - which it has been operating in for more than 26 years. Despite unrelenting macro headwinds, the Group is proactively responding to the challenges to ensure the overall progress of its business operations is not derailed beyond temporary inconvenience, as was the case with the 1997 Asian financial crisis and the 2003 SARS outbreak.

As business adjusts in 2020 to adapt to multiple headwinds, the Group is set to welcome two new vessels, Crystal Endeavor and Global Dream in 2020 and 2021. With additional funding in place, the Group has embarked on the design of a new series of ships - the Universal Class platform as part of its business expansion strategies in the future. The Universal Class ships, at 88,000 gross tons and with a capacity of 2,000 guests, will feature the main amenities of larger cruise ships but will satisfy the growing demand for freedom and intimate experiences more in line with a land vacation. The features of the Universal Class ships are considered to be well positioned to address some of the key purchasing criteria and pain points, such as cabin size, ship size and onboard programmes to consumers in the United States, Germany and France.

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.

19

APPENDIX II

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);

1. 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 for Securities Transactions by Directors of Listed Issuers (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:

1. 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.
2. 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.

20

APPENDIX II

GENERAL INFORMATION

1. 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.
2. Out of the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT, 5,235,000,000 Shares were pledged Shares.
3. There was no duplication in arriving at the total interest.
4. Mr. Lim Keong Hui is a son of Tan Sri Lim Kok Thay.
5. Mr. Alan Howard Smith as a beneficiary of a discretionary trust had a deemed interest in 8,000,000 Shares.
6. These Shares were jointly held by Mr. Justin Tan Wah Joo and his wife.
7. The Company had one class of issued Shares, each of which carried equal voting right.
8. 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 corporation				Beneficial	Interests of	controlled	discretionary				issued voting
(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:

1. 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.
2. 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.
3. 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.

21

APPENDIX II

GENERAL INFORMATION

1. 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.
2. Tan Sri Lim Kok Thay was deemed to have a corporate interest in 250,000 ordinary shares of Starlet directly held by IRMS.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. There was no duplication in arriving at the total interest.
13. These interests represented long positions in the shares of the relevant associated corporations of the Company.
14. 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.

22

APPENDIX II

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 (Isle of Man)	-	-	6,003,571,032		6,003,571,032	6,003,571,032		6,003,571,032		70.78
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 (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:

1. 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).
2. Cove Investments Limited (''Cove'') was wholly owned by Summerhill as trustee of the Discretionary Trust.
3. Golden Hope was the trustee of the GHUT.
4. Joondalup was wholly owned by Golden Hope as trustee of the GHUT.
5. 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).
6. Golden Hope as trustee of the GHUT had a corporate interest in the same block of 546,628,908 Shares held directly by Joondalup.

23

APPENDIX II

GENERAL INFORMATION

1. 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).
2. 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).
3. 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.
4. 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.
5. (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.
6. 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.
7. Out of the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT, 5,235,000,000 Shares were pledged Shares.
8. There was no duplication in arriving at the total interest.
9. The Company had one class of issued Shares, each of which carried equal voting right.
10. All the above interests represented long positions in the Shares.

3.2 Interest in other members of the Group

						Holding
Name of subsidiary		Name of shareholder		Number of shares held		percentage
Macau Land Investment		World Arena		15 ordinary shares	15%
Corporation		Corporation
		Silverland Concept		10 ordinary shares	10%
		Corporation
Dream Cruises Holding Limited		Darting Investment		325.81 common shares	32.58%
		Holdings Ltd.

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.

24

APPENDIX II

GENERAL INFORMATION

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).

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

1. On 1 December 2015, Crystal Cruises, LLC (''Crystal Cruises'', 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 2 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.
2. 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.
3. On 17 December 2019, Crystal Cruises as seller entered into a sale and purchase agreement with Resorts World Miami LLC (an indirect wholly-owned subsidiary of GENM) as buyer in relation to the disposal of all building improvements of a building at Miami, Florida, the United States at the consideration of US$5,576,365.
4. On 23 December 2019, Genting Corporate Services (HK) Limited (an indirect wholly-owned subsidiary of the Company) as tenant entered into a tenancy agreement with Rich Hope Limited (a company in which Tan Sri Lim Kok Thay and his wife each has an attributable interest as to 50%) as landlord in respect of a lease of an apartment in Hong Kong for a period of 3 years commencing from 1 January 2020 to 31 December 2022 at the monthly rent of HK$178,000.

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APPENDIX II

GENERAL INFORMATION

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.

6. 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:

1. 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.
2. 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.
3. 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.
4. 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.

26

APPENDIX II

GENERAL INFORMATION

1. A memorandum of agreement dated 25 September 2019 (as amended by an amendment and restatement deed dated 19 December 2019) between Genting Dream Limited (an indirect subsidiary of the Company) as seller and (i) Xiang CR18 HK International Ship Lease Co., Limited, (ii) Compass Shipping 32 Corporation Limited, (iii) Sea 172 Leasing Co. Limited and (iv) Cyber Wave Limited as purchasers (together the ''Genting Dream Purchasers'') in relation to the sale and purchase of the ''Genting Dream'' cruise ship at the total consideration of US$900 million in accordance with the terms of such memorandum of agreement.
2. A bareboat charter agreement dated 25 September 2019 (as amended by an amendment and restatement deed dated 19 December 2019) between Genting Dream Limited as charterer and the Genting Dream Purchasers as owners in relation to the bareboat chartering of the ''Genting Dream'' cruise ship. The charter hire under such bareboat charter agreement consists of a fixed hire of up to approximately US$13,125,000 plus a variable hire for each hire period. Further details of the charter hire were disclosed in the circular of the Company dated 28 November 2019.
3. 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.
4. An option deed dated 31 October 2019 between (i) MV Werften Wismar GmbH (''MVWW'', an indirect wholly-owned subsidiary of the Company), (ii) Dream Cruises Holding Limited, (iii) Darting Investment Holdings Ltd., and (iv) the Company under which MVWW granted to Dream Cruises Holding Limited the right to order and purchase up to two luxury passenger cruise ships.
5. A master agreement, together with supplemental confirmation agreements, all dated 12 December 2019 between MVWW and ABB Oy, Marine & Ports in respect of the purchase and provisions of power and propulsion systems for the construction of six new vessels by MVWW at the total consideration of approximately EUR157 million.
6. The Acquisition Contract and the Subordinated Loan Agreement.

7. 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.

27

APPENDIX II

GENERAL INFORMATION

8. 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 the common stock in Empire Resorts, Inc. (''Empire''), a 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 the common stock in Empire. Golden Hope as trustee of the GHUT also indirectly owns the Series F Convertible Preferred Stock in Empire.

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.

28

APPENDIX II

GENERAL INFORMATION

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.

1. MISCELLANEOUS
2. 1. 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.
   2. The registered office of the Company is situated at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
   3. 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.
   4. 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.
   5. 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.
   6. The English text of this circular shall prevail over the Chinese text.
3. 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:

1. the Memorandum of Continuance and Bye-laws of the Company;
2. 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;
3. the material contracts referred to in paragraph 6 of this appendix;
4. the circular of the Company dated 24 September 2019;
5. the circular of the Company dated 28 November 2019;
6. the circular of the Company dated 21 February 2020 in relation to the purchase of the systems from ABB Oy, Marine & Ports; and
7. this circular.

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