NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MATERIAL RELATED PARTY AND CONNECTED TRANSACTIONS (Continued)

Other material related party and connected transactions (Continued)

30

(b)

(c)

(xiii)

(xiv)

(xv)

In October 2015, the Group entered into a letter agreement with HLD Sub B and appointed HLD Sub B as the agent of the Group to lease the Premises for the marketing services of the TCS Property for the period from 5 November 2015 to the earlier of 4 January 2017 and the date on which the last residential unit in the TCS Property is sold, subject to the respective ceilings of HK$2,000,000 for the period from 5 November 2015 to 31 December 2015 and HK$3,600,000 for the period from 1 January 2016 to 4 January 2017. The letter agreement expired in January 2017.

In January 2017, the Group entered into a second letter agreement with HLD Sub B and HLD Sub B continued to act as the agent of the Group to lease the Premises for use as show flats and sales office for the sale of the residential units of the TCS Property for the period from 5 January 2017 to the earlier of 4 May 2017 and the date on which the last residential unit in the TCS Property is sold, subject to the ceiling of HK$1,700,000.

A total fee of HK$3,092,000 (2015: HK$1,776,000) was charged to the Group during the year. At 31 December 2016, an amount of HK$1,920,000 (2015: HK$1,677,000) remained unpaid and was included in trade and other payables.

During the year, the Company entered into a sale and purchase agreement with Miramar Travel, being a related party of the Group, to dispose of the Group's entire interest in HYFCO Travel Group. Further details are disclosed in note 5.

At 31 December 2016, HLD, a substantial shareholder (as defined in the Listing Rules) of the Company is interested in approximately 33.41% (2015: 33.41%) of the total number of issued shares of the Company.

Dr. Lee Shau Kee, being a director of the Company, is deemed to have been interested in the above transactions as a deemed controlling shareholder of HLD.

To the extent the above transactions constituted connected transactions (as defined in the Listing Rules), the Group had complied with the relevant requirements under Chapter 14A of the Listing Rules.

Applicability of the Listing Rules relating to connected transactions

The related party transactions in respect of notes 30(b)(v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii) and (xiv) above constitute connected transactions and/or continuing connected transactions (as defined in Chapter 14A of the Listing Rules). The disclosures required by Chapter 14A of the Listing Rules are provided in the paragraph headed "Connected Transactions" in the Report of the Directors as set out in the Company's annual report for the year ended 31 December 2016.

Hong Kong Ferry (Holdings) Company Limited 140 Annual Report 2016

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