Genting Hong Kong : MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF UP TO 35% INTEREST IN DREAM CRUISES

September 23, 2019 at 05:47 am EDT

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 TRANSACTION

IN RELATION TO THE DISPOSAL OF

UP TO 35% INTEREST IN DREAM CRUISES

24 September 2019

		CONTENTS
			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	THE SHARE PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
3.	OTHER TRANSACTION DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
4.	REASONS FOR, AND BENEFITS OF, ENTERING INTO THE DISPOSAL . . . . . . . . . . . . .	18
5.	FINANCIAL EFFECTS OF THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
6.	INFORMATION ON THE COMPANY AND THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
7.	LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
8.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . .	22
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

earnings before interest, taxes, depreciation and amortisation (as adjusted pursuant to the terms of the Share Purchase Agreement)

the amount equal to the sum of the Initial Closing Consideration and the Second Closing Consideration (if the Second Closing occurs) after adjusting for the closing adjustments

the announcement of the Company dated 6 August 2019 in relation to the Disposal

the board of directors of the Company

Canadian dollar(s), the lawful currency of Canada

the Initial Closing and the Second Closing

conditions precedent to the Closings under the Share Purchase Agreement

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 same meaning as ascribed to it under the Listing Rules

the consideration for the Disposal under the Share Purchase Agreement, which comprises the Initial Closing Consideration, the Second Closing Consideration (if the Second Closing occurs), and where applicable, the Additional Consideration and the Earnout Consideration

the post-Closingsadjustment pursuant to the terms of the Share Purchase Agreement

the director(s) of the Company

the disposal of the Sale Shares pursuant to the Share Purchase Agreement

Dream Cruises Holding Limited, a company incorporated in Bermuda with limited liability and an indirect wholly-ownedsubsidiary of the Company as at the Latest Practicable Date

DEFINITIONS

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

''Adjusted EBITDA''

''Aggregate Closing Consideration''

''Announcement''

''Board''

''CA$''

''Closings''

''Closing Conditions''

''Company''

''connected person(s)''

''Consideration''

''Consideration Adjustment''

''Director(s)''

''Disposal''

''Dream Cruises''

	DEFINITIONS
''Earnout Consideration''	the 2019 Earnout Consideration and the 2020 Earnout
	Consideration
''Existing Vessels''	the cruise ships ''Genting Dream'', ''World Dream'' and
	''Explorer Dream''
''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
''Global I''	the Global Class cruise ship ''Global Dream'', which is expected
	to be delivered by MV Werften to the Group pursuant to the
	Global I Shipbuilding Contract and join the Target Group's fleet
	in 2021
''Global I Shipbuilding Contract''	the shipbuilding contract dated 27 April 2018 entered into
	between Dream Global One Limited (a direct wholly-owned
	subsidiary of Dream Cruises) (as buyer), MV Werften (as builder)
	and the Company in relation to the construction of Global I, as
	amended on 6 March 2019 and 24 July 2019 (as amended and as
	may be further amended, restated, supplemented or otherwise
	modified from time to time)
''Global II''	the Global Class cruise ship which is expected to be delivered by
	MV Werften to the Group pursuant to the Global II Shipbuilding
	Contract and join the Target Group's fleet in 2022
''Global II Shipbuilding Contract''	the shipbuilding contract dated 8 September 2019 entered into
	between Dream Global Two Limited (a direct wholly-owned
	subsidiary of Dream Cruises) (as buyer), MV Werften (as builder)
	and the Company in relation to the construction of Global II
''Global III''	a Global Class cruise ship with the main dimensions and
	characteristics substantially the same as Global I and Global II
''Global IV''	a Global Class cruise ship with the main dimensions and
	characteristics substantially the same as Global I and Global II
''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 written Shareholders' approval and as at the Latest
	Practicable Date) in its capacity as trustee of the GHUT

	DEFINITIONS
''Group''	the Company and its subsidiaries
''Hong Kong SAR''	the Hong Kong Special Administrative Region of the PRC
''Initial Closing''	closing of the purchase and sale of the Initial Tranche Shares
''Initial Tranche Shares''	the number of common shares in Dream Cruises to be acquired by
	the Purchaser at the Initial Closing, which shall be no less than
	245 common shares in Dream Cruises
''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 written Shareholders' approval and as
	at the Latest Practicable Date). Joondalup is wholly-owned by
	Golden Hope as trustee of the GHUT
''Latest Practicable Date''	18 September 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Long Stop Date''	31 October 2019 or such other date as may be agreed in writing by
	the Seller and the Purchaser from time to time, which may be
	extended to 30 June 2020 at the option of the Seller
''MV Werften''	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
''Option Deed''	an option deed to be entered into between MV Werften (as
	builder), Dream Cruises (as buyer), the Purchaser and the
	Company (as MV Werften's guarantor) on the Initial Closing in
	relation to the construction of Global III and Global IV
''OTPP''	Ontario Teachers' Pension Plan Board
''PRC''	the People's Republic of China

	DEFINITIONS
''Purchaser''	Darting Investment Holdings Ltd., a company incorporated in the
	Cayman Islands with limited liability, which is owned as to 100%
	by TPG Darting Ltd. as at the Latest Practicable Date, and which
	will be wholly-owned by TPG Darting Ltd. and OTPP at the Initial
	Closing
''RM''	Malaysian Ringgit(s), the lawful currency of Malaysia
''Sale Shares''	the Initial Tranche Shares and the Second Tranche Shares
''Second Closing''	closing of the purchase and sale of the Second Tranche Shares
''Second Closing Long Stop Date''	the date falling three months after the Initial Closing
''Second Tranche Shares''	the number of common shares in Dream Cruises to be acquired by
	the Purchaser at the Second Closing, which shall not exceed the
	number of common shares in Dream Cruises equal to (i) 350
	common shares, minus (ii) the Initial Tranche Shares
''Seller''	Ocean World Limited, a company incorporated in Bermuda with
	limited liability and a direct 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 Agreement''	a share purchase agreement dated 6 August 2019 entered into
	among the Seller, the Purchaser and the Company in relation to
	the sale and purchase of Sale Shares
''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)
''Shareholders' Agreement''	a shareholders' agreement relating to Dream Cruises to be entered
	into between the Seller, the Purchaser, the Company and Dream
	Cruises upon Initial Closing
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

	DEFINITIONS
''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 written Shareholders' approval and as at the
	Latest Practicable Date)
''Target Adjustment Item(s)''	the Target Closing Cash Balance, the Target Closing Indebtedness
	and the Target Closing Working Capital Range
''Target Closing Cash Balance''	US$42 million
''Target Closing Indebtedness''	US$1,913 million
''Target Group''	Dream Cruises and its subsidiaries
''Target Closing Working Capital	a range in respect of closing working capital, (i) the lower limit of
Range''	which is negative US$66,327,800 and (ii) the upper limit of which
	is negative US$54,268,000
''TPG Capital Asia and Growth	TPG Asia VII SF Pte. Ltd. and/or TPG Growth IV SF Pte. Ltd.
Funds''
''US$''	United States dollar(s), the lawful currency of the United States of
	America
''%''	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 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
	24 September 2019
To the Shareholders
Dear Sir or Madam,

MAJOR TRANSACTION

IN RELATION TO THE DISPOSAL OF UP TO

35% INTEREST IN DREAM CRUISES

1. INTRODUCTION

Reference is made to the Announcement.

LETTER FROM THE BOARD

On 6 August 2019, the Seller, a direct wholly-owned subsidiary of the Company, entered into the Share Purchase Agreement with the Purchaser, pursuant to which (i) the Seller agreed to sell, and the Purchaser agreed to purchase, the Initial Tranche Shares (comprising no less than 24.5% of the then total issued share capital of Dream Cruises) at the Initial Closing, and where applicable, the Second Tranche Shares (comprising up to such number of common shares in Dream Cruises that, together with the Initial Tranche Shares, equals 35% of the then total issued share capital of Dream Cruises) at the Second Closing for the consideration as set out in the paragraph headed ''Consideration'' below; and (ii) the Company agreed to guarantee the obligations of the Seller under the Share Purchase Agreement.

The purpose of this circular is to provide you with, among other things, (i) further details in relation to the Share Purchase Agreement and the Disposal; and (ii) other information in accordance with the Listing Rules.

2. THE SHARE PURCHASE AGREEMENT

Date

6 August 2019

Parties

The Seller (a direct wholly-owned subsidiary of the Company)
The Purchaser
The Company

Subject Matter

The Seller agreed to sell, and the Purchaser agreed to purchase, the Initial Tranche Shares (comprising no less than 24.5% of the then total issued share capital of Dream Cruises) at the Initial Closing, and where applicable, the Second Tranche Shares (comprising up to such number of common shares in Dream Cruises that, together with the Initial Tranche Shares, equals 35% of the then total issued share capital of Dream Cruises) at the Second Closing.

The expected number of the Initial Tranche Shares and the Second Tranche Shares to be purchased by the Purchaser at the Initial Closing and the Second Closing, respectively will be notified by the Purchaser to the Company and the Seller on the date that is 10 business days prior to the Initial Closing and the Second Closing. As at the Latest Practicable Date, the Seller and the Company have not been notified of the expected number of Initial Tranche Shares to be purchased by the Purchaser at the Initial Closing.

Dream Cruises and its subsidiaries (being the Target Group) is one of the leading cruise companies in Asia and operates the Dream Cruises brand.

LETTER FROM THE BOARD

The Target Group is the legal and beneficial owner of the Existing Vessels (being, Genting Dream, World Dream and Explorer Dream), and also entered into the Global I Shipbuilding Contract in relation to the construction of Global I and the Global II Shipbuilding Contract in relation to the construction of Global II with MV Werften (an indirect wholly-owned subsidiary of the Company).

Consideration

The Consideration payable by the Purchaser to the Seller for the Initial Tranche Shares and the Second Tranche Shares comprises (i) the Initial Closing Consideration (as defined in the paragraph headed ''Initial Closing Consideration'' below); (ii) if the Second Closing occurs, the Second Closing Consideration (as defined in the paragraph headed '' Second Closing Consideration'' below); (iii) (where applicable) the Additional Consideration (as defined in the paragraph headed ''Additional Consideration'' below); and (iv) (where applicable) the Earnout Consideration.

Under the Share Purchase Agreement, references to the number of shares in Dream Cruises comprising the Initial Tranche Shares and the Second Tranche Shares may be adjusted as a result of permitted debt-to-equity recapitalisation in Dream Cruises, provided that the percentage interests in Dream Cruises represented by the Initial Tranche Shares and the Second Tranche Shares as at the relevant Closings shall not be affected.

Initial Closing Consideration

The consideration, which is payable in cash at the Initial Closing (the ''Initial Closing Consideration''), shall be US$488,645,875 multiplied by the percentage resulting from fraction of the Initial Tranche Shares to 350 (the ''Initial Closing Pro Rata Share'') (the ''Base Consideration''), subject to adjustment by the Seller's good faith estimate of a number of financial metrics (being the cash balance, the indebtedness and working capital) (the ''Estimated Adjustment Items'') of the Target Group as at the Initial Closing, the amount of which will be provided by the Seller to the Purchaser no later than ten business days prior to the date of the Initial Closing. As at the Latest Practicable Date, the Initial Closing Consideration payable by the Purchaser has not been determined. Further announcement(s) will be made by the Company in relation to the determination of the Initial Closing Consideration, as and when appropriate.

The amount of adjustment in relation to the Base Consideration is equal to Initial Closing Pro Rata Share multiplied by the following:

the difference between the estimated closing cash balance as at the date of the Initial Closing (subject to a cap of US$60 million) (''Closing Cash Balance Cap''), and the Target Closing Cash Balance;
the difference between the estimated closing indebtedness as at the date of the Initial Closing (subject to a floor of approximately US$1.9 billion) (''Closing Indebtedness Floor''), and the Target Closing Indebtedness; and
the difference between the estimated closing working capital as at the date of the Initial Closing, and the Target Closing Working Capital Range.

LETTER FROM THE BOARD

If any Estimated Adjustment Item is greater than or less than the corresponding Target Adjustment Item, the Initial Closing Consideration shall be adjusted by an amount equal to the Initial Closing Pro Rata Share of the difference in the closing cash balance, the closing indebtedness and the closing working capital.

In addition, the Initial Closing Consideration is subject to an upward or downward post- Closing Consideration Adjustment. Such adjustment is equal to the Initial Closing Pro Rata Share of the difference (if any) between:

the Estimated Adjustment Items; and
the post-Closing calculation of the Estimated Adjustment Items, which Dream Cruises shall deliver to the Seller and the Purchaser no later than 20 business days following the Initial Closing (the ''Final Adjustment Items'') in the form of a statement (the
''Closing Statement''). If the Final Adjustment Items in relation to cash balance exceeds the Closing Cash Balance Cap, it shall be deemed to be an amount equal to the Closing Cash Balance Cap. If the Final Adjustment Items in relation to indebtedness is less than the Closing Indebtedness Floor, it shall be deemed to be an amount equal to the Closing Indebtedness Floor.

The Closing Statement shall be deemed final unless the Purchaser delivers a written notice of its disagreement within 20 business days following the receipt by the Purchaser of the Closing Statement.

If the Purchaser delivers a disagreement notice within the 20-business day period, the Seller and the Purchaser shall resolve the dispute in relation to the Closing Statement within 10 business days after the Seller receives the disagreement notice. If the dispute cannot be resolved within the 10-business day period, the unresolved matters shall be submitted for determination by an accounting expert appointed pursuant to the Share Purchase Agreement. The accounting expert shall afford each of the Purchaser and the Seller up to 10 business days to present their positions and shall resolve all disputed items within 15 days following the end of the submission period which shall be final and binding.

If (1) the net effect of such difference results in an increase to the Initial Closing Consideration, the Purchaser shall pay the amount of such difference to the Seller, and (2) the net effect of such difference results in a decrease in the Initial Closing Consideration, the Seller shall pay the amount of such difference to the Purchaser, in each case on or before the date falling 5 business days after the date on which the final Closing Statement is agreed.

Second Closing Consideration

The consideration, which is payable in cash at the Second Closing (if the Second Closing occurs), shall be an amount equal to (i) the Initial Closing Consideration (where applicable, subject to Consideration Adjustment) divided by (ii) the number of Initial Tranche Shares, multiplied by (iii) the number of Second Tranche Shares (the ''Second Closing Consideration''). As at the Latest

LETTER FROM THE BOARD

Practicable Date, the Second Closing Consideration payable by the Purchaser has not been determined. Further announcement(s) will be made by the Company in relation to the determination of the Second Closing Consideration, as and when appropriate.

In the event that the Second Closing occurs before the determination of the Consideration Adjustment in relation to the Initial Closing Consideration, the Second Closing Consideration is subject to an upward or downward Consideration Adjustment. The amount of adjustment in relation to the Second Closing is equal to the pro rata shares of the Purchaser (which is a fraction of the aggregate Initial Tranche Shares and the Second Tranche Shares then held by the Purchaser to the total number of shares issued and outstanding in Dream Cruises following the Second Closing) (''Purchaser's Pro Rata Share''), multiplied by the difference (if any) between the Estimated Adjustment Items and the Final Adjustment Items determined in the manner as set out in the paragraph headed ''Initial Closing Consideration'' above.

Additional Consideration

The additional consideration, which is payable in cash, comprises the aggregate amount of consideration payable by the Purchaser to the Seller upon the delivery of Global I and Global II (the ''Additional Consideration''). The amount payable upon the delivery of each of Global I and Global II shall be an amount equal to (i) US$74 million, multiplied by (ii) the pro rata shares of the Purchaser (which is a fraction of the common shares in Dream Cruises then held by the Purchaser to the total number of shares then issued and outstanding in Dream Cruises) (''Additional Consideration Pro Rata Share'').

Earnout consideration

The Purchaser shall pay to the Seller:

an earnout consideration (the ''2019 Earnout Consideration'') for the year ending 31 December 2019 if the total enterprise value of Dream Cruises of that year (the ''2019 TEV''), as determined in accordance with the Share Purchase Agreement based on the Adjusted EBITDA for the year ending 31 December 2019, is equal to or greater than US$3.25 billion. The amount of 2019 Earnout Consideration shall be determined by reference to the 2019 TEV, after taking into account the adjusted net debt of Dream Cruises (being the amount equal to the final closing indebtedness minus final closing cash balance, and minus the final closing working capital adjustment) and the Aggregate Closing Consideration.
an earnout consideration (the ''2020 Earnout Consideration'') for the year ending 31 December 2020 if the total enterprise value of Dream Cruises of that year (the ''2020 TEV''), as determined in accordance with the Share Purchase Agreement based on the Adjusted EBITDA for the year ending 31 December 2020, is equal to or greater than the 2019 TEV. The amount of 2020 Earnout Consideration shall be determined by reference to the 2020 TEV, after taking into account the adjusted net debt of Dream Cruises (being the amount equal to the final closing indebtedness minus final closing cash balance, and minus the final closing working capital adjustment), the Aggregate Closing Consideration and 2019 Earnout Consideration (if any).

LETTER FROM THE BOARD

The Seller's calculation of the 2019 Earnout Consideration and the 2020 Earnout Consideration shall be delivered to the Purchaser in the form of a statement (the ''Earnout Statements'') as soon as practicable following 31 December 2019 and 31 December 2020, respectively.

Payment of the 2019 Earnout Consideration and the 2020 Earnout Consideration shall be made by the Purchaser within 10 business days after the date on which each Earnout Statement becomes final and binding.

The Earnout Statements shall become final and binding unless the Purchaser delivers a written notice of its disagreement within 20 business days following the date on which each Earnout Statement was delivered to the Purchaser.

If the Purchaser delivers a disagreement notice within the 20-business day period, the Seller and the Purchaser shall resolve the dispute within 10 business days following delivery of the disagreement notice. If the dispute cannot be resolved within the 10-business day period, the dispute shall be submitted to an accounting expert appointed pursuant to the Share Purchase Agreement. The accounting expert shall afford each of the Purchaser and the Seller up to 10 business days to present their positions and shall resolve all disputed items within 15 days following the end of the submission period.

Pursuant to the Share Purchase Agreement, the sum of the Aggregate Closing Consideration (if the Second Closing occurs), the 2019 Earnout Consideration and the 2020 Earnout Consideration is subject to a cap of the Purchaser's Pro Rata Share of the sum of (i) US$3,700,000,000 minus (ii) adjusted net debt of Dream Cruises, and the 2019 Earnout Consideration and the 2020 Earnout Consideration shall be adjusted accordingly.

Basis of Determining the Consideration

The Consideration and the mechanism for the Consideration Adjustment were arrived at after arm's length negotiations between the Seller and the Purchaser and are on normal commercial terms, taking into account various factors, including the historical performance and future prospects of Dream Cruises' business and the value of certain of its assets. The Aggregate Closing Consideration of approximately US$488.6 million for 35% equity interest of Dream Cruises was determined with reference to valuing Dream Cruises' total equity at approximately US$1,397 million which was determined based on historical performance for the two years ended 31 December 2018 and the future prospects of Dream Cruises' business which is expected to achieve a trend of improvement. The Directors consider the basis of determining the Consideration to be fair and reasonable.

Deposit

The Purchaser shall pay a deposit of approximately US$13.5 million to the Seller. Payment of the deposit shall be deferred and the Purchaser shall not be required to make payment until: (i) the Initial Closing occurs, in which case the deposit shall be applied towards the Initial Closing Consideration; (ii) the Share Purchase Agreement is terminated in all other circumstances other than pursuant to a material breach of the Purchaser or a non-compliance of material closing obligations

LETTER FROM THE BOARD

at the Initial Closing by the Purchaser, in which case the payment obligation of the Purchaser is waived; and (iii) the Share Purchase Agreement is terminated by the Seller pursuant to a material breach of the Purchaser or a non-compliance of material closing obligations at the Initial Closing by the Purchaser, in which case the Seller may elect for the Purchaser to pay the deposit within 10 business days following receipt of the termination notice, or to waive the Purchaser's payment obligations.

Conditions Precedent

Conditions Precedent to the Initial Closing

The Initial Closing is conditional upon the fulfilment (or, if applicable, waiver) of, among other things, the following Closing Conditions on or before the Long Stop Date:

the approval by the Shareholders in respect of the Disposal in accordance with the requirements of the Listing Rules;
the obtaining of a binding commitment of debt arranged by or from, among other things, KfW IPEX-BANK GmbH for the construction of Global I and Global II, which is available to be drawn to be applied for certain payments under the Global I Shipbuilding Contract and the Global II Shipbuilding Contract on terms within the agreed parameters (the ''Global I and II Loans'');
the obtaining of a shareholder loan from the Seller of US$785 million by the Target Group, which shall be fully drawn prior to the Initial Closing, on terms within the agreed parameters;
the obtaining of a shareholder loan from the Seller by the Target Group to pay 25% of the Hermes fee required in respect of both Global I and Global II pursuant to the terms of the Global I and II Loans, on terms within the agreed parameters;
the obtaining of a revolving facility from the Seller to the Target Group of up to US$50 million, on terms within the agreed parameters;
no event having occurred and been continuing that would give any party the right to terminate the Global I Shipbuilding Contract or the Global II Shipbuilding Contract;
no material adverse effect relating to the Target Group;
the Existing Vessels being safely afloat;
on the date of the Initial Closing, the closing cash balance shall be no less than US$40 million and the closing indebtedness shall be no greater than US$1.963 billion;
all consents and waivers required from the relevant lenders under the existing facilities for each Existing Vessel have been obtained;

LETTER FROM THE BOARD

no termination event, default or event of default having occurred and been continuing under the existing material facilities of the Target Group;
the Global I Shipbuilding Contract and the Global II Shipbuilding Contract having become effective in accordance with its terms;
certain specified representations and warranties in respect of the Target Group, the Seller or the Company (as the case may be) under the Share Purchase Agreement remaining true and correct and the remaining representations and warranties in respect of the Target Group, the Seller or the Company (as the case may be) under the Share Purchase Agreement remaining true and correct in all material respects;
certain specified representations and warranties in respect of the Purchaser under the Share Purchase Agreement remaining true and correct and the remaining representations and warranties in respect of the Purchaser under the Share Purchase Agreement remaining true and correct in all material respects;
no government of competent jurisdiction having issued any injunction or other order which prohibits the consummation of the Disposal;
the Bermuda Monetary Authority having consented to the transfer of Sale Shares to the Purchaser;
a merger control notification having been accepted by, the State Administration for Market Regulation under the Anti-Monopoly Law of the People's Republic of China; and
the European Commission having issued a decision declaring the transaction compatible with the common market without including any conditions or obligations that are not on terms reasonably satisfactory to the parties.

The Purchaser may waive any of the Closing Conditions in paragraphs (i) to (xiii) above, and the Seller may waive the Closing Condition in paragraph (xiv) above. To the extent permitted by applicable law, the Purchaser and the Seller may also jointly waive any of the Closing Conditions in paragraphs (xv) to (xviii).

If any of the Closing Conditions to the Initial Closing is not satisfied or waived on the Long Stop Date, the Purchaser or the Seller may terminate the Share Purchase Agreement in its sole discretion, provided that this has not resulted from a breach of the Share Purchase Agreement by the party seeking to terminate the Share Purchase Agreement.

In lieu of holding a SGM, the Company obtained written Shareholders' approval in respect of the Disposal 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 as at the Latest Practicable Date. As at the Latest Practicable Date, save for the Closing Condition in paragraphs (i), (ii) and (xii) above, none of the above Closing Conditions to the Initial Closing has been satisfied.

LETTER FROM THE BOARD

Conditions Precedent to the Second Closing

The Second Closing is conditional upon the fulfilment (or, if applicable, waiver) of, among other things, the following Closing Conditions on or before the Second Closing Long Stop Date:

certain specified representations and warranties in respect of the Target Group, the Seller or the Company (as the case may be) under the Share Purchase Agreement remaining true and correct as at the date of the Second Closing;
certain specified representations and warranties in respect of the Purchaser under the Share Purchase Agreement remaining true and correct as at the date of the Second Closing;
no government of competent jurisdiction having issued any injunction which prohibits the consummation of the Disposal; and
the Initial Closing have occurred or that the Initial Closing will take place on the same date as the Second Closing.

The Purchaser may waive any of the Closing Conditions in paragraph (i) above, and the Seller may waive the Closing Condition in paragraph (ii) above. To the extent permitted by applicable law, the Purchaser and the Seller may also jointly waive the Closing Condition in paragraph (iii).

As at the Latest Practicable Date, none of the above Closing Conditions to the Second Closing has been satisfied.

Closings

Initial Closing

Subject to fulfilment (or waiver, if applicable) of the Closing Conditions to the Initial Closing, the Initial Closing shall take place on the last business day of the month in which notification of fulfilment (or, if applicable, waiver) of all Closing Conditions to the Initial Closing (the ''Initial Closing Notice'') takes place, provided that where less than 10 business days remain between the Initial Closing Notice and the last business day of the month, the Initial Closing shall take place: (i) on the last business day of the following month; or (ii) on the eleventh business day following the delivery of Closing Notice if the Seller delivers a notice to such effect. Given the Closing Conditions to the Initial Closing have not been fully satisfied and/or waived as at the Latest Practicable Date, the date of the Initial Closing has not yet been determined.

LETTER FROM THE BOARD

Second Closing

It is contemplated that the Purchaser will raise capital for the Second Closing from third parties. Subject to fulfilment (or waiver, if applicable) of the Closing Conditions to the Second Closing, and the completion of the Purchaser's capital raise, the Second Closing shall take place on the last business day of the month in which notification of fulfilment (or, if applicable, waiver) of all Closing Conditions to the Second Closing or notification of the completion of the capital raising exercise (whichever is later) (the ''Second Closing Notice'') takes place, provided that where less than 10 business days remain between the Second Closing Notice and the last business day of the month, the Second Closing shall take place either (i) on the last business day of the following month; or (ii) on the eleventh business day following the delivery of Second Closing Notice if the Seller delivers a notice to such effect. Given the Closing Conditions to the Second Closing have not been fully satisfied and/or waived as at the Latest Practicable Date, the date of the Second Closing has not yet been determined.

Further announcement(s) will be made by the Company in relation to the determination of the date of the Initial Closing, the date of the Second Closing and the number of Initial Tranche Shares and the Second Tranche Shares, as and when appropriate.

Termination

The Share Purchase Agreement may be terminated:

by either the Seller or the Purchaser, if not all of the Closing Conditions to the Initial Closing have been fulfilled (or, if applicable, waived) on or before the Long Stop Date (provided that this has not resulted from a breach of the Share Purchase Agreement by the party seeking to terminate the Share Purchase Agreement);
by either the Seller or the Purchaser, if the other party has failed to comply with any material obligation in relation to the Initial Closing (provided that the party seeking to terminate the Share Purchase Agreement has not also failed to comply with any material obligation in relation to the Initial Closing);
by either the Seller or the Purchaser, if the other party has breached any of its warranties, or any warranty of the other party has become untrue, in either case such that the relevant Closing Conditions to the Initial Closing (paragraphs (xiii) and (xiv)) would not be satisfied;
by the Purchaser, if the Seller or the Company has materially breached or failed to perform its material obligations under the Share Purchase Agreement, and such breach is incapable of being cured, or, if capable of being cured shall not have been cured within 10 business days following receipt by the Seller or the Company of notice of such breach from the Purchaser; or
by mutual written consent of the Seller, the Purchaser and the Company.

LETTER FROM THE BOARD

Guarantee

The Company agreed to guarantee the obligations and liabilities of the Seller under the Share Purchase Agreement in the event the Seller fails to perform its obligations or liabilities under the Share Purchase Agreement.

3. OTHER TRANSACTION DOCUMENTS

Upon the Initial Closing of the Share Purchase Agreement:

the Seller, the Purchaser, the Company (as the Seller's Guarantor) and Dream Cruises will enter into the Shareholders' Agreement relating to Dream Cruises;
MV Werften, Dream Cruises, the Purchaser and the Company (as MV Werften's guarantor) will enter into the Option Deed in relation to the options to order and purchase the cruise ships Global III and Global IV to be constructed by MV Werften;
the Company and Dream Cruises will enter into a master services agreement in relation to the provision of certain services by the Company and/or its affiliates to the Target Group, and the sharing of the Group's insurances, resources and procured services with the Target Group; and
affiliates of the Company and the Target Group will enter into licensing agreements and assignment agreements in relation to the licensing and assignment of certain trade-marks of the Group to the Target Group.

The Shareholders' Agreement

The Shareholders' Agreement will govern the rights and obligations of Dream Cruises and its shareholders in relation to Dream Cruises. In particular, according to the Shareholders' Agreement:

the board of directors shall comprise eight directors and the number of directors each shareholder shall be entitled to appoint shall be proportionate to its shareholding;
there are certain shareholders' reserved matters which require the approval of the Purchaser, including but not limited to: (a) approval of business plan or budget; (b) declaration or payment of dividend; (c) entry into joint venture where the expenditure exceeds US$10 million per transaction for any transaction which is within the ordinary course of business, or US$1 million per transaction for any transaction which is outside the ordinary course of business; (d) material change to the nature of the business; (e) acquisition or disposal of business or assets exceeding US$30 million, individually or in the aggregate; (f) incurrence of indebtedness exceeding US$50 million; and (g) entry into, termination or variation of contract exceeding US$30 million;
in connection with the funding of the Global I and Global II construction payments, each shareholder of Dream Cruises shall make equity contributions to Dream Cruises in proportions agreed in the Shareholders' Agreement;

LETTER FROM THE BOARD

if the Seller, and the Purchaser (for so long as it is a qualified specified investor) determine that additional finance is required for the construction of Global III and Global IV, Dream Cruises shall first use all reasonable means to raise debt financing (including from the shareholders), failing which it may require such additional finance from the shareholders by way of equity, pro rata to their respective shareholdings at that time;
any allotment of shares in Dream Cruises shall first be offered for subscription to the existing shareholders, pro rata to their respective shareholdings at that time; and
any proposed transfers of shares in Dream Cruises by the Seller or the Purchaser shall be subject to certain transfer restrictions.

The Company agreed to guarantee the obligations and liabilities of the Seller under the Shareholders' Agreement.

The Option Deed

In connection with the Disposal, MV Werften (as builder) has granted to Dream Cruises (as buyer):

the option to order and purchase Global III, which can be exercised during the period from 1 October 2021 to 30 September 2023 (both days inclusive); and
the option to order and purchase Global IV, which can be exercised during the period from 1 October 2022 to 30 September 2024 (both days inclusive).

For so long as it holds not less than 15% of Dream Cruises' total issued share capital, the Purchaser has the right to direct Dream Cruises to exercise such option(s) subject to agreement on financing between the Purchaser and the Company.

After an option has been exercised, MV Wertften and Dream Cruises shall enter into a shipbuilding contract on substantially the same terms as the Global I Shipbuilding Contract and the Global II Shipbuilding Contract.

As at the Latest Practicable Date, the building prices of Global III and Global IV have not been determined and shall be agreed before the relevant shipbuilding contract is entered into pursuant to the Option Deed.

The Company agreed to guarantee the obligations and liabilities of MV Werften under the Option Deed in the event MV Werften fails to perform its obligations or liabilities under the Option Deed.

LETTER FROM THE BOARD

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

The Disposal would strengthen the Group's balance sheet and its ability to continue to expand its fleet in the cruise industry. The Disposal would also reduce the Group's financial burden in meeting future funding requirements in relation to Dream Cruises' business.

The Board considers that the new equity invested in Dream Cruises by TPG Capital Asia and Growth Funds, part of a highly reputable private equity institution, and OTPP to be a significant vote of confidence in Dream Cruises. The proceeds of the Disposal will also increase the liquidity of the Company and position it strongly to fund its continued expansion and new ship building program on completing two ''Global Class'' ships in MV Werften, the first of which will be delivered in early 2021 and the second in early 2022. As the largest cruise operator in the Asia Pacific region with a leading market share, the Company is well positioned to further capitalise on its industry leader position. The Board considers that the fastest growing Asian middle-class market provides attractive and compelling business opportunities on which the Company will focus its attention and resources.

It is intended that the sale proceeds for the Disposal will be used as general working capital and capital expenditure for the Group in relation to the construction of Global I and Global II and/or to fund new investments of the Group should suitable opportunities arise. Assuming (i) the fulfilment of the Closing Conditions; (ii) there are no adjustments made to the Consideration; and (iii) the Second Tranche Shares are acquired in full by the Purchaser, the total Consideration of the Disposal (excluding the Additional Consideration and the Earnout Consideration) during the year ending 31 December 2019 would be approximately US$488.6 million.

In view of the above, the Directors are of the view that the terms of the Share Purchase Agreement and the Disposal are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

5. FINANCIAL EFFECTS OF THE DISPOSAL

As at the Latest Practicable Date, Dream Cruises is an indirect wholly-owned subsidiary of the Company. Upon completion of the Closings (assuming the Second Tranche Shares are acquired in full by the Purchaser), Dream Cruises will become an indirect non-wholly owned subsidiary of the Company and the financial results of the Target Group will continue to be consolidated into the consolidated financial statements of the Group. As a result of the Disposal, the Group expects to derive a gain of approximately US$477.3 million (before deducting the estimated expenses related to the Disposal) which is determined by reference to the difference between (i) the consideration under the Share Purchase Agreement for the Sale Shares (assuming 24.5% issued share capital of Dream Cruises are acquired at the Initial Closing, the Second Tranche Shares are acquired in full at the Second Closing, and no adjustments are made to the Initial Closing Consideration and the Second Closing Consideration) of approximately US$488.6 million, and (ii) the pro-rata share of net asset value of the Target Group as at 30 June 2019 in the amount of approximately US$11.3 million.

Taking into consideration the net proceeds from the Disposal (after deducting the estimated expenses related to the Disposal) of approximately US$481.2 million, and pro-rata share of net asset value of the Target Group as at 30 June 2019, the Disposal will result in a gain of approximately US$469.9 million. In accordance with Hong Kong Financial Reporting Standards (''HKFRS''), this gain will be recorded through the Group's shareholders' equity.

LETTER FROM THE BOARD

Upon completion of the Closings (assuming the Second Tranche Shares are acquired in full by the Purchaser), the Company's percentage shareholding in the Target Group will decrease from 100% to 65%. The change in the Company's shareholding interest in the Target Group will result in an increase in shareholders' equity of approximately US$469.9 million and an increase in the non-controlling interests of approximately US$11.3 million in the consolidated statement of changes in equity of the Group during the year ending 31 December 2019. It is expected that the consolidated total assets of the Group will increase by approximately US$481.2 million and the consolidated total liabilities of the Group will remain unchanged.

The consideration payable and the related premium for the Disposal confirms the Company's previous disclosures set out in the annual results announcement of the Company for the year ended 31 December 2018, which stated that the cruise segment results would continue to improve in 2019. The Board reiterates the Company's previous outlook guidance that the shipyard segment is also expected to improve due to higher percentage of completion of the Crystal Endeavor and the first Global Class ship. Overall, the Company's financial performance is on course to achieve a firm trend of improvement. The Directors are therefore of the view that the terms of the Share Purchase Agreement and the Disposal, including the Consideration, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

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 an investment holding company and a direct wholly-owned subsidiary of the Company.

The Purchaser

The Purchaser is an investment holding company which is indirectly wholly-owned by TPG Darting Ltd., which is in turn wholly-owned by TPG Capital Asia and Growth Funds as at the Latest Practicable Date, and the Purchaser will be wholly-owned by TPG Darting Ltd. and OTPP at the Initial Closing. TPG is a leading global alternative investment firm. OTPP is Canada's largest single-profession pension plan, with CA$191.1 billion in net assets (all figures as at 31 December 2018). It holds a diverse global portfolio of assets, approximately 80% of which is managed in- house and has earned an annual total-fund net return of 9.7% since the plan's founding in 1990. OTPP is an independent organization headquartered in Toronto. Its Asia-Pacific region office is located in Hong Kong and its Europe, Middle East and Africa region office is in London. The defined-benefit plan, which is fully funded, invests and administers the pensions of the province of Ontario's 327,000 active and retired teachers. For more information, visit http://otpp.com.

LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Purchaser, TPG Capital Asia and Growth Funds and OTPP and their respective ultimate beneficial owner(s) is a third party independent of the Company and connected persons of the Company.

The Target Group

The Target Group is a one of the leading cruise companies in Asia which operates the Dream Cruises brand. As at 30 June 2019, the unaudited net asset value of Dream Cruises was approximately US$32 million (prepared in accordance with International Financial Reporting Standards). The net profit (loss) of Dream Cruises for each of the two financial years ended 31 December 2017 and 31 December 2018 (prepared in accordance with International Financial Reporting Standards) 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 (loss) before taxation	(18,908)	15,522
Net profit (loss) after taxation	(19,005)	14,264

As at the Latest Practicable Date, Dream Cruises is an indirect wholly-owned subsidiary of the Company. Upon the Initial Closing, Dream Cruises will become an indirect non-wholly owned subsidiary of the Company and the financial results of the Target Group will continue to be consolidated into the consolidated financial statements of the Group.

7. LISTING RULES IMPLICATIONS

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 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.

So far as the Company is aware, as at the Latest Practicable Date, no Shareholder has a material interest in the Disposal which would require it to abstain from voting at the SGM if it were convened to approve the Disposal. In lieu of holding a SGM, the Company obtained written Shareholders' approval in respect of the Disposal 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 as at the Latest Practicable Date. Accordingly, no SGM is required to be convened for the purpose of approving the Disposal in accordance with Rule 14.44 of the Listing Rules.

LETTER FROM THE BOARD

AS THE CLOSINGS ARE SUBJECT TO THE FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE CLOSING CONDITIONS AS SET OUT IN THE SHARE PURCHASE AGREEMENT, THE DISPOSAL MAY OR MAY NOT PROCEED. 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

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) (where applicable) respectively:

interim report of the Company for the six months ended 30 June 2019 (pages 2 to 32)
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 July 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$2,257.6 million which comprised (i) the outstanding balances of approximately US$1,758.6 million under secured term loans and approximately US$200.0 million under a secured revolving credit facility; and (ii) approximately US$299.0 million under an unsecured revolving credit facility. The secured term loans and the secured revolving credit facility are secured by legal charges over assets with a carrying amount of approximately US$2.9 billion as at 31 July 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 July 2019, the Group had lease liabilities amounted to approximately US$42.0 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 July 2019, the contingent liabilities of the Group in respect of these guarantees are approximately US$18.7 million.

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, finance leases or hire purchase commitments or guarantees or material contingent liabilities as of 31 July 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$1,370 million to be available to the Group as at the Latest Practicable Date for drawdown from September 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$2,941 million to be available to the Group as at the Latest Practicable Date for drawdown from September 2019 to December 2020. Facility agreements dated 16 August 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 proceeds from the Disposal, 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.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

2019 Outlook

The demand for cruising remains robust with healthy booking trends in the first half of 2019. Trading results to August and forward bookings are good. Barring heightened geopolitical and macroeconomic headwinds within the region impacting on the operating performance for the last quarter of the year, we are cautiously optimistic that the Group results will continue to improve.

Other Business Highlights

World Dream continues to do well with its dual homeport of Hong Kong and Guangzhou, cruising to Okinawa, Japan, Vietnam and the Philippines. Genting Dream will add new destinations such as Christmas Island in Australia and Belitung in the Riau Islands of Indonesia whilst 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 is sailing in North and East China during summer to bring Dream Cruises brand awareness and in preparation for the early 2021 arrival of the 206,500 gross ton Global I to these parts of China. Explorer Dream is highly successful with record occupancies of over 120% year-to- date.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

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.

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

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 Global I and Global II. The name of Global I, 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 I will continue in Singapore and other major cities of Asia.

5. 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.

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);

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. Justin Tan Wah Joo	968,697		968,697		-	-	968,697		0.01
		(7)	(7)					(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.
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.

APPENDIX II

GENERAL INFORMATION

Out of the same block of 6,003,571,032 Shares held directly and indirectly by Golden Hope as trustee of the GHUT, 4,635,000,000 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.
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)	(17) and (18)
Starlet Investments Pte. Ltd.	Tan Sri Lim Kok Thay	-	250,000		250,000	250,000		500,000		100
(''Starlet'') (3)						(4)	(5)		(6)	(17) and (18)
SC Alliance VIP World	Tan Sri Lim Kok Thay	-	2,000		2,000	2,000		2,000		40
Philippines, Inc.						(8)	(9)		(10)	(17) and (18)
(''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)	(17) and (18)
Philippines, Inc.
(''SCHKMS'') (11)
Travellers International Hotel	Mr. Lim Keong Hui	1,910,000	-	-	9,203,350,000		9,205,260,000		35.74
Group, Inc.										(16)	(18)
(''Travellers'') (15)

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 II

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.
Travellers had two classes of issued shares, namely 15,755,874,850 common shares and 10,000,000,000 preferred B shares, each of which carried equal voting right. Following initial listing of the common shares of Travellers on the Main Board of The Philippine Stock Exchange, Inc. on 5 November 2013 and the exercise of the over-allotment option by the stabilising agent on 4 December 2013 to purchase 23,645,600 common shares, the Company's effective interest in the common shares of Travellers had been diluted from 50% to 44.93%. The Company's effective interest in the preferred B shares of Travellers remained unchanged at 50% following the listing.
As a beneficiary of a discretionary trust, Mr. Lim Keong Hui had a deemed interest in 9,203,350,000 common shares of Travellers.
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.

APPENDIX II

GENERAL INFORMATION

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.

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 (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).

APPENDIX II

GENERAL INFORMATION

Cove Investments Limited (''Cove'') was wholly owned by Summerhill as trustee of the Discretionary Trust.
Golden Hope was the trustee of the GHUT.
Joondalup was wholly owned by Golden Hope as trustee of the GHUT.
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, 4,635,000,000 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 II

GENERAL INFORMATION

3.2 Interest in other members of the Group

		Number of shares
	Name of	held/Amount of	Holding
Name of subsidiary	Shareholder	registered capital held	percentage
Macau Land	World Arena	15 ordinary shares	15%
Investment 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 II

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 II

GENERAL INFORMATION

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 during 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 15 November 2017 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 5,000,000 shares in Norwegian Cruise Line Holdings Ltd. at the total consideration of (after deduction of the relevant expenses) approximately US$270.1 million.
A lock-up agreement dated 15 November 2017 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 15 November 2017.
An underwriting agreement dated 27 February 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 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.
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.
The Share Purchase 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.

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.

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 approximately 85.8% of the voting interest in Empire Resorts, Inc., a publicly traded company with various subsidiaries engaged in the hospitality and gaming industries.

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 Resorts, Inc.. 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.

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.

MISCELLANEOUS
1. The Company Secretary of the Company is Ms. Louisa Tam Suet Lin, an associate member of 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.
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 material contracts referred to in paragraph 6 of this appendix; and
this circular.

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Genting Hong Kong Limited published this content on 23 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2019 09:46:02 UTC

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