Miramar Hotel & Investment : General Mandates to Issue New Shares and to Buy Back Shares and Re-election of Directors

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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 71)

(Warrant Code: 1437)

A notice convening the annual general meeting of the Company to be held at The Ballroom, 18/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 1 June 2017 at 12:00 noon is set out in the Company's annual report 2016.

26 April 2017

Page

General mandates to issue new Shares and to buy back Shares . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Demand for poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

"Annual General Meeting" the annual general meeting of the Company to be held at

The Ballroom, 18/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 1 June 2017 at 12:00 noon;

"Board" the board of Directors;

"Buy-back Mandate" the general mandate to exercise the power of the Company

to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the resolution approving the Buy-back Mandate (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares);

"Chairman" the chairman presiding at any meeting of members or of the board of Directors;

"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of

Hong Kong) and any amendments thereto;

"Company" Miramar Hotel and Investment Company, Limited (美麗華 酒店企業有限公司);

"Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Issue Mandate" the general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the resolution approving the Issue Mandate (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares);

"Latest Practicable Date" 19 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained in this circular;

"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange;

"Notice" the notice convening the Annual General Meeting dated 26 April 2017 contained in the Company's annual report 2016;

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any amendments thereto;

"Share(s)" the share(s) of the Company;

"Shareholders" registered holders of the Shares;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Takeovers Code" The Hong Kong Code on Takeovers and Mergers; and

"Warrants" warrants of the Company entitle the holders thereof to subscribe at any time during the period from 20 July 2015 to 19 January 2018 for one Share at the initial subscription price of HK$13.50 per Share (subject to adjustments).