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Hong Kong Ferry (Holdings) Co. Ltd.

Notice of Annual General Meeting

(c) for the purposes of this Resolution:-

"Relevant Period” means the period from the passing of the Resolution until whichever is the

earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company

is required by the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be

held; and

(iii) the date upon which the authority set out in this Resolution is revoked or varied by way of

ordinary resolution in any general meeting of the Company."

(7) "THAT conditional upon the passing of Ordinary Resolutions numbered (5) and (6) as set out in the

notice of this meeting of which this Resolution forms part, the aggregate nominal amount of the share capital of the Company which shall have been purchased by the Company after the date

hereof pursuant to and in accordance with the said Ordinary Resolution numbered (6) shall be

added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the

general mandate to allot, issue and deal with additional shares granted to the Directors of the

Company by the said Ordinary Resolution numbered (5)."

By Order of the Board

Richard C.W. Law

Company Secretary

Hong Kong, 17 March 2000