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Hong Kong Ferry (Holdings) Company Limited Annual Report 2013

Report of the Directors (Continued)

CONNECTED TRANSACTIONS

Pursuant to the transactions and arrangements entered into by the Group with persons who are connected persons for the purposes of the Listing Rules, the Group recorded the transactions as described in note 28 to the accounts.

Continuing Connected Transactions

During the year ended 31 December 2013 and up to the date of this report, the Company and/or its subsidiaries had entered

into certain continuing connected transactions, with details below, which were subject to the annual review and reporting requirements under Chapter 14A of the Listing Rules.

1.

Date

15 March 2011

Connected Persons

Henderson Real Estate

Agency Limited ("HREAL"),

a wholly-owned subsidiary

of Henderson Land

Development Company Limited ("HLD")

11 January 2013 HREAL and Henderson

Property Agency Limited

("HPAL"), a wholly-owned subsidiary of HREAL

Transactions

The Group entered into the Fanling Project Management Agreement with HREAL for the appointment of HREAL as the project manager of the development of Green Code at No. 1 Ma Sik Road, Fanling, New Territories, Hong Kong (formerly known as

Fanling Sheung Shui Town Lot No. 177) (the "Fanling Property").

The Group entered into the Supplemental Fanling Project Management Agreement with HREAL and HPAL to revise the maximum annual aggregate amounts of the Fanling Project Management Fee during the term of the Fanling Project Management Agreement and to transfer and novate the rights and obligations of HREAL regarding the project sales and marketing

services to HPAL.

2.

15 March 2011

Heng Lai Construction Company Limited ("Heng Lai"), a wholly-owned subsidiary of HLD

3.

15 March 2011

HREAL

11 January 2013

HREAL and HPAL

The Group entered into the Fanling Prime Cost Contract with Heng Lai for the appointment of Heng Lai as the main contractor of the development of the Fanling Property.

The Group entered into the TCS Project Management Agreement with HREAL for the appointment of HREAL as the project manager of the development of 208 Tung Chau Street (formerly known as 204-214 Tung Chau Street), Sham Shui Po, Kowloon, Hong Kong (the "TCS Property").

The Group entered into the Supplemental TCS Project Management Agreement with HREAL and HPAL to revise the maximum annual aggregate amounts of the TCS Project Management Fee during the term of the TCS Project Management Agreement and to transfer and novate the rights and obligations of HREAL regarding the project sales and marketing services to HPAL.

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