1999 — Page 22

20

Hong Kong Ferry (Holdings) Co. Ltd.

Report of the Directors

ARRANGEMENT TO PURCHASE SHARES, WARRANTS, OPTIONS OR DEBENTURES

At no time during the year was the Company or any of its subsidiaries a party to any arrangement

to enable the directors or chief executive or any of their spouses or children under eighteen

years of age to acquire benefits by means of acquisition of shares, options, debentures or warrants

of the Company or any other body corporate,

BANK LOANS AND OVERDRAFT

The Group's bank loans and overdraft as at 31 December 1999 are shown in note 19 on the

accounts.

FINANCIAL SUMMARIES

The five years' summary of assets and liabilities and ten years' financial summary of the Group

are set out on pages 58 to 60.

GROUP PROPERTIES

A summary of the Group's properties is set out on page 61.

USE OF PROCEEDS

The remaining proceeds from the rights issue in October 1994 have been fully utilised for the

payment of land premium for the redevelopment of 201 Tai Kok Tsui Road.

CONNECTED TRANSACTION

During the year under review, the Group has entered into the transactions and arrangements as described in note 27 on the accounts with persons who are "connected persons" for the purposes of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited.

COMPLIANCE WITH THE CODE OF BEST PRACTICE

The Company has complied throughout the year with the Code of Best Practice as set out by The Stock Exchange of Hong Kong Limited in Appendix 14 to the Listing Rules, except that the independent non-executive directors have not been appointed for specific terms and are subject to retirement by rotation and re-election at Annual General Meetings in accordance with the Company's Articles of Association.