Genting Hong Kong : CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSALS FOR 1. RE-ELECTION OF DIRECTORS; AND 2. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES NOTICE OF ANNUAL GENERAL MEETING

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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 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)

CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSALS FOR

1.RE-ELECTIONOF DIRECTORS; AND

2.GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES NOTICE OF ANNUAL GENERAL MEETING

The notice of the Twenty-fifth Annual General Meeting of Genting Hong Kong Limited to be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Tuesday, 4 June 2019 at 11:00 a.m. is set out in 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 and any adjournment thereof and in default, the form of proxy shall not be treated as valid.

26 April 2019

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . .			4
General Mandates to Directors to Repurchase Shares and to Issue Shares . . . . . . .			5
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Appendix I	-	Particulars of Directors Proposed for Re-election . . . . . . . .	7
Appendix II	-	Explanatory Statement for the Repurchase Mandate . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .			14
Form of Proxy

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DEFINITIONS

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

"Annual General Meeting"	the twenty-fifth annual general meeting of the Company to be
	held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui,
	Kowloon, Hong Kong SAR on Tuesday, 4 June 2019 at 11:00
	a.m.
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company as amended from time to time
"Company"	Genting Hong Kong Limited, an exempted company continued
	into Bermuda with limited liability and having its Shares listed on
	the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong SAR
"Hong Kong" or	the Hong Kong Special Administrative Region of the People's
"Hong Kong SAR"	Republic of China
"Latest Practicable Date"	18 April 2019, 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
"Notice"	the notice dated 26 April 2019 for convening the Annual General
	Meeting as set out on pages 14 to 19 of this circular
"Repurchase Mandate"	the proposed general mandate to be granted to the Directors to
	repurchase Shares of up to a maximum of 10% of the number of
	issued Shares as at the date of passing of the relevant resolution
	granting such mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

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	DEFINITIONS
"Share Issue Mandate"	the proposed general mandate to be granted to the Directors to
	allot, issue and otherwise deal with new Shares of up to a
	maximum of 20% of the number of issued Shares as at the date of
	passing of the relevant resolution granting such mandate
"Share(s)"	ordinary share(s), currently with par value of US$0.10 each in the
	share capital of the Company
"Shareholders"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"US$"	United States dollars, the lawful currency of the United States of
	America

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LETTER FROM THE BOARD

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

Board of Directors:	Registered Office:
Executive Directors:	Canon's Court
Tan Sri Lim Kok Thay	22 Victoria Street
(Chairman and Chief Executive Officer)	Hamilton HM 12
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
	26 April 2019
To the Shareholders,
Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with the information on the resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of Directors; (ii) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors; and (iii) the extension of the Share Issue Mandate by the number of Shares repurchased under the Repurchase Mandate.

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