2013 — Page 26

24

Hong Kong Ferry (Holdings) Company Limited

Annual Report 2013

Report of the Directors (Continued)

CONNECTED TRANSACTIONS (Continued)

Continuing Connected Transactions (Continued)

Date

8.

5 September 2013

9.

Connected Persons

HREAL

24 December 2013 HPAL

Transactions

The Group entered into the Hung Hom Project Management Agreement with HREAL for the appointment of HREAL as the project manager of the development of Hung Hom Inland Lot No. 555, Kowloon, Hong Kong located at the junction of Gillies Avenue South and Bulkeley Street, Hung Hom, Kowloon, Hong Kong (the

"Hung Hom Property").

The Group entered into the Hung Hom Sales Management Agreement with HPAL for the appointment of HPAL as the sales manager of the Hung Hom Property.

Details of the above continuing connected transactions are

set out in note 28 to the accounts.

The Independent Non-executive Directors of the Company have reviewed and confirmed that the above continuing connected transactions entered during the year ended 31 December 2013 have been entered into (i) in the ordinary and usual course of the business of the Group; (ii) either on

normal commercial terms or on terms no less favourable to

the Group than terms available to or from independent third parties; and (iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole.

The auditor of the Company have also confirmed to the Board in writing that the above continuing connected transactions entered during the year ended 31 December 2013 (i) have received the approval of the Board of Directors of the Company; (ii) have been entered into in accordance with the relevant agreements governing the transactions; and (iii) have not exceeded the cap disclosed in the previous

announcements.

AUDIT COMMITTEE

The Audit Committee has reviewed the audited financial

results of the Group for the year ended 31 December 2013 and discussed with internal audit department and independent external auditor in respect of matters on auditing, internal control and financial reports of the Group.

PUBLIC FLOAT

As at the date of this report, the Company has maintained the prescribed public float under the Listing Rules, based on the information that is publicly available to the Company and within the knowledge of the directors.

AUDITOR

KPMG retire and, being eligible, offer themselves for re-appointment. A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the

2014 AGM.

CORPORATE GOVERNANCE

The Company is committed to maintaining the high standard of corporate governance practices. Information on the corporate governance practices adopted by the Company is set out in the Corporate Governance Report on pages 25 to

38.

On behalf of the Board

Lam Ko Yin, Colin

Chairman

Li Ning

Director

Hong Kong, 18 March 2014