NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of the shareholders of Hong Kong Ferry (Holdings) Company Limited ( "the Company") will be held at Central Harbour Services Pier, 1st Floor, Pier Road, Central District, Hong Kong, on Monday, 4 May 1992 at 12:00

noon for the following purposes :-

(1)

To receive and consider the audited accounts and reports of the directors and auditors for the year ended 31 December 1991 and to

declare a final dividend.

(2)

To elect directors.

(3)

(4)

To appoint auditors and authorise the directors to fix their remuneration.

As special business to consider and, if thought fit, pass the following resolutions as ordinary resolutions :-

ORDINARY RESOLUTIONS

(i) "That conditionally upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant on or before 4 May 1992 listing of and permission to deal in the Bonus Shares (as hereinafter defined), the sum of HK$36,597,868 be capitalized from part of the amount now standing to the credit of the share premium account of the Company and the Directors be and are hereby authorised to apply such sum in paying up in full at par a total of 36, 597,868 shares of HK$1.00 each in the capital of the Company ("Bonus Shares") to be alloted and distributed, credited as fully paid up, to and amongst the persons who are registered as the holders of shares in the capital of the Company on 16 April 1992 at the rate of one new fully paid share of HK$1.00 each for every five existing shares of HK$1.00 each then held by them respectively such new shares not to rank for any dividend declared or recommended by the Company in respect of the year ended 31 December 1991 and the bonus issue of June 1994 warrants as announced by the Company on 9 March 1992, but otherwise to rank in all respects pari passu with the existing issued shares of the Company, and further that no fractional shares shall be allotted and shares representing fractional

entitlements shall be aggregated and issued to a nominee to be named by the Directors and such shares shall at such time as the nominee thinks fit be sold and the net proceeds shall be retained for the benefit of the Company."

(ii) "That a general mandate be an is hereby unconditionally given to the Directors to allot, issue and dispose of additional shares

not exceeding 20% of the existing issued share capital of the Company".

By order of the board

Cheng Koon Sau

Company Secretary

Hong Kong, 9 March 1992

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