2013 — Page 29

Hong Kong Ferry (Holdings) Company Limited Annual Report 2013

Corporate Governance Report (Continued)

APPOINTMENT AND RE-ELECTION OF DIRECTORS (Continued)

Mr. Wu King Cheong, who was appointed as Independent Non-executive Director of the Company since January 2005, has served as Independent Non-executive Director of

the Company for more than nine years. Mr. Wu is also the

Chairman of the Remuneration Committee, a member of

the Audit Committee and the Nomination Committee of

the Company. During his tenure of office, Mr. Wu has been able to fulfill all the requirements regarding independence

of independent non-executive director and provide annual

confirmation of independence to the Company under Rule

3.13 of the Listing Rules. The Board will continue to review

the independence of Mr. Wu annually.

Besides, during his tenure of office, Mr. Wu has been providing objective and independent views to the Company over the years, and he remains committed to his independent role. The Board concurs with the view of the

Nomination Committee that the long service of Mr. Wu would not affect his exercise of independent judgement

and is satisfied that Mr. Wu has the required character, integrity and experience to continue fulfilling the role of an independent non-executive director, and the Board thus

recommends Mr. Wu for re-election at the annual general

meeting to be held on Friday, 23 May 2014 (the "2014 AGM").

The Nomination Committee and the Board also noted that

Mr. Wu is also an independent non-executive director of

HLD, Henderson Investment Limited and Miramar Hotel

and Investment Company, Limited ("Miramar"), all of which

are listed public companies. Mr. Wu has not engaged in any executive management of the Group. Taking into

consideration of his independent scope of works in the past years, the Board considers Mr. Wu to be independent under

the Listing Rules despite the fact that he has served the

Company for more than nine years and served as common directors with the aforesaid three listed public companies. Accordingly, Mr. Wu will retire by rotation in accordance

with the Articles of Association at the 2014 AGM. His further

appointment should be subject to a separate resolution to be approved by shareholders.

The appointment of Independent Non-executive Directors adheres to the guidelines for assessing independence as set out in Rule 3.13 of the Listing Rules.

According to the Articles of Association of the Company,

a newly appointed Director shall hold office until the next following general meeting of the Company (in case of filling a casual vacancy) or until the next following annual general meeting of the Company (in case of an addition to the Board) and shall then be eligible for re-election at that

general meeting.

In accordance with the Articles of Association of the

Company, no director shall hold office for a continuous

period in excess of three years, or past the third annual general meeting, following the Director's appointment or re-election, whichever is the longer, without submitting for re-election at an annual general meeting of the shareholders.

In addition, at each annual general meeting one-third of the

Directors for the time being or, if their number is not three

or a multiple of three, the number nearest to but not less

than one-third, shall retire from office by rotation at least

once every three years.

The procedures for shareholders of the Company (the "Shareholders") to propose a person for election as a

Director are available and accessible on the Company's website (www.hkf.com) and to the section of "Procedures for Shareholders to propose a person for election as a director"

in this Corporate Governance Report on page 37.

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