2014 — Page 35

CORPORATE GOVERNANCE REPORT (CONTINUED)

SHAREHOLDERS' RIGHTS (Continued)

3.

Procedures to circulate a resolution for an annual general meeting ("AGM")

Pursuant to the provisions of the Companies Ordinance, Shareholder(s) can make a request to circulate a proposed resolution that may properly be moved and is intended to be move at an AGM, accompanied by a statement of not more than 1,000 words with respect to the matter mentioned in the proposed resolution. The request must be made by: (i) Shareholder(s) representing at least 2.5% of the total voting rights of all the Shareholders who have a

relevant right to vote on the resolution at the AGM to which the request relates; or (ii) at least 50 Shareholders

who have a relevant right to vote on the resolution at the AGM to which the request relates.

PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR

According to the Articles of Association of the Company, a notice signed by a Shareholder of his/her intention to propose a person for election and also a notice signed by the person (the "Candidate") to be proposed of his/her willingness to be elected shall be lodged at the registered office of the Company no earlier than the day after the despatch of the notice of the general meeting appointed for such election and no later than 7 days prior to the date of such general meeting.

The Candidate is required to provide his/her biographical details as set out under Rule 13.51(2) of the Listing Rules.

The Nomination Committee, where applicable, will review and make recommendations to the Board on the selection of any individuals nominated for directorships in accordance with the

terms of reference of the Nomination Committee.

The Company will, where appropriate, issue a supplementary circular which shall include the name of the Candidate together with his/her biographical details as set out in Rule 13.51(2) of the Listing Rules, to the Shareholders for them to make decision on their election at a general meeting.

INVESTOR RELATIONS

During the year ended 31 December 2014, there has been changed in the Company's constitutional documents in view of the substantial number of amendments to the Company's previous articles of association for the purpose of, among others, bringing them in line with the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, which came into effect on 3

March 2014.

Hong Kong Ferry (Holdings) Company Limited Annual Report 2014

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