2014 — Page 17

REPORT OF THE DIRECTORS (CONTINUED)

FIXED ASSETS

Movements in fixed assets during the year are set out in note 13

to the financial statements.

SHARE CAPITAL

Details of the movements in share capital of the Company during the year are set out in note 23 to the financial statements.

These movements include the automatic inclusion of the

amounts standing to the share premium account in share capital

as from 3 March 2014 in accordance with section 37 of Schedule

11 to the new Hong Kong Companies Ordinance (Cap. 622), as part of the transition to the no-par value regime.

DIRECTORS

The directors of the Company during the year ended 31 December 2014 and up to the date of this report were:-

Executive Directors

Dr. Lam Ko Yin, Colin (Chairman)

Mr. Li Ning

Non-executive Directors

Mr. Au Siu Kee, Alexander

Mr. Lau Yum Chuen, Eddie

Dr. the Hon. Lee Shau Kee

Mr. Wong Man Kong, Peter

Independent Non-executive Directors

Mr. Ho Hau Chong, Norman

Mr. Leung Hay Man

Ms. Wong Yu Pok, Marina

Mr. Wu King Cheong

In accordance with Article 103(A) of the Company's Articles of Association, Dr. Lam Ko Yin, Colin, Mr. Lau Yum Chuen, Eddie, Dr. Lee Shau Kee and Mr. Wong Man Kong, Peter shall retire by rotation at the forthcoming AGM, and, being eligible, offer themselves for re-election as directors.

The Company has received from each Independent Non- executive Director an annual confirmation of his/her

independence pursuant to Rule 3.13 of the Listing Rules and the Company considered all of them to be independent.

BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT

Biographical details of Directors and Senior Management are set out on pages 3 to 8 of this Annual Report.

DIRECTORS' AND CHIEF EXECUTIVE'S REMUNERATION

Details of Directors' and Chief Executive's remuneration are set

out in note 7 to the financial statements.

DIRECTORS' INTEREST IN CONTRACTS

Except for the "Connected Transactions" as disclosed in this report, no other contract of significance to which the Company, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of the Company had a material interest, subsisted at the end of the year or at any time during the year.

DIRECTORS' SERVICE CONTRACTS

None of the directors proposed for re-election at the 2015 AGM has a service contract with the Company which is not

determinable by the Company or any of its subsidiaries within

one year without payment other than statutory compensation.

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Hong Kong Ferry (Holdings) Company Limited Annual Report 2014

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