Century Legend (Holdings) Limited — Proxy Solicitation & Information Statement 2004

Jan 5, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Hong Kong Ferry (Holdings) Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Hong Kong under the Companies Ordinance)

INTRA-GROUP TRANSFERS

A notice convening an extraordinary general meeting of Hong Kong Ferry (Holdings) Company Limited to be held at Miramar Ball Room, Penthouse, Hotel Miramar, 118 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 12th February, 2004 at 3:30 p.m. is set out on pages 9 to 11 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you intend to attend the meeting, you are requested to complete the enclosed form of proxy and return it to the Company’s share registrars, Standard Registrars Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

2nd January, 2004

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	The Vessels Disposal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	The TKT Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	The AS Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Reasons for the Asset Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

• “Agricultural Site”

• all those pieces or parcels of ground registered in the Islands New Territories Land Registry as Lots Nos. 498, 499, 588, 589, 590 and 591 all in Demarcation District No.2, Mui Wo, Lantau Island, New Territories, Hong Kong together with the messuages erections and buildings thereon (if any)

• “AS Disposal”

• the proposed disposal of the Agricultural Site by the Company to Trendy Property

• “Asset Disposals”

• (a) the transfer of the Vessels pursuant to the Vessels Disposal Agreement, (b) the TKT Disposal and (c) the AS Disposal

• “Company”

• Hong Kong Ferry (Holdings) Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

• “Companies Ordinance”

• Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Director(s)”

• director(s) of the Company

• “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be held at Miramar Ball Room, Penthouse, Hotel Miramar, 118 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 12th February, 2004 at 3:30 p.m. to consider and, if thought fit, approve the Asset Disposals, notice of which is set out on pages 9 to 11 of this circular, or any adjournment thereof

• “Government”

Hong Kong Government

• “Group”

the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

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DEFINITIONS

• “HYFCO Engineering”

• HYFCO Engineering Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

• “Lenfield” Lenfield Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “TKT Disposal” the proposed transfer of the TKT Site by the Company to Lenfield

• “TKT Site” all that piece or parcel of ground registered in the Land Registry as Kowloon Inland Lot No. 6698 together with the messuages erections and buildings (if any) thereon

• “Trendy Property” Trendy Property Investment Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

• “Vessels” the vessels “Man On”, “Man Kai”, “Man Foo”, “Man Lok”, “Man Kim” and “HYFCO III” and the pontoon “Yaumati No. 18”

• “Vessels Disposal Agreement”

• the conditional sale and purchase agreement entered into on 15th December, 2003 between the Company as vendor and HYFCO Engineering as purchaser in respect of the Vessels

• “sq.ft.” square feet

• “sq.m.”

square metres

• “$”

Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE CHAIRMAN

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(Incorporated in Hong Kong under the Companies Ordinance)

Board of Directors:

• Mr. Colin K.Y. Lam (Chairman)

• Mr. Norman H.C. Ho

• Mr. Michael Y.L Kan Mr. Eddie Y.C. Lau Dr. Lee Shau Kee

• Mr. Leung Hay Man

Registered Office:

98 Tam Kon Shan Road TYTL 102 Ngau Kok Wan North Tsing Yi New Territories Hong Kong

• Mr. Li Ning Mr. Peter M.K. Wong

• Dr. Alex S.C. Wu

• Executive Director

• Independent Non-executive Director

2nd January, 2004

To the shareholders

Dear Sir or Madam,

INTRA-GROUP TRANSFERS

1. INTRODUCTION

On 15th December, 2003, the Company on a conditional basis entered into the Vessels Disposal Agreement. The Directors also proposed to implement the TKT Disposal and the AS Disposal, both subject to obtaining the requisite approval of the Government. The Asset Disposals are for the purposes of transferring all property assets and vessels directly owned by the Company to its wholly-owned subsidiaries.

The Asset Disposals implement the following intra-Group transfers, which are either conditional upon, or to be effected after obtaining, shareholders’ approval under section 155A of the Companies Ordinance:

• (a) the Vessels Disposal Agreement pursuant to which the Company has conditionally agreed to transfer the Vessels to HYFCO Engineering for a consideration of $1,508,139.54 subject to the terms and conditions of the Vessels Disposal Agreement;

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LETTER FROM THE CHAIRMAN

• (b) the TKT Disposal whereby the Company proposes to transfer the TKT Site to Lenfield, subject to obtaining the requisite approval of the Government; and

• (c) the AS Disposal whereby the Company proposes to transfer the Agricultural Site to Trendy Property, subject to obtaining the requisite approval of the Government.

As the aggregate amount of the consideration for the Asset Disposals exceeds 33 per cent. of the value of the Company’s fixed assets as shown in the Company’s audited accounts for the year ended 31st December, 2002 laid before the Company in its annual general meeting held on 6th May, 2003, the Asset Disposals require the approval of shareholders of the Company in general meeting pursuant to section 155A of the Companies Ordinance. Apart from the requirements of the Companies Ordinance as mentioned above, the Asset Disposals are not subject to any disclosure or shareholders approval requirements under the Listing Rules or company law of Hong Kong.

The main purposes of this circular are to give you further information on the Asset Disposals and to seek your approval of the Asset Disposals and the transactions contemplated thereunder at the Extraordinary General Meeting.

2. THE VESSELS DISPOSAL AGREEMENT

Date : 15th December, 2003 Parties Vendor : the Company Purchaser : HYFCO Engineering

Assets to be transferred

Pursuant to the Vessels Disposal Agreement, the Company has conditionally agreed to transfer the Vessels to HYFCO Engineering for an aggregate consideration of $1,508,139.54 subject to the terms and conditions of the Vessels Disposal Agreement.

Consideration

The consideration of $1,508,139.54 payable by HYFCO Engineering to the Company for the Vessels represents the book value of the Vessels as set out in the management accounts of the Company as at 30th November, 2003 and shall be payable on completion of the Vessels Disposal Agreement.

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LETTER FROM THE CHAIRMAN

Condition

In view of the requirement of shareholders’ approval under section 155A of the Companies Ordinance as mentioned above, the Vessels Disposal Agreement is conditional on the passing of an ordinary resolution for its approval by the shareholders of the Company at an extraordinary general meeting. If the condition is not fulfilled by 30th June, 2004 or such later date as the parties may agree in writing, then without prejudice to any rights and/or remedies that either party may have against the other in respect of any antecedent breach of obligations, the Vessels Disposal Agreement shall immediately determine.

3. THE TKT DISPOSAL

Parties

Vendor : the Company Purchasers : Lenfield

Assets to be transferred

The TKT Site, the subject of the TKT Disposal, is located at 220-222 Tai Kok Tsui Road, Tai Kok Tsui, Kowloon. The TKT Site previously comprised staff quarters but is now a cleared site. The total site area of the site is approximately 3,250 sq.m. (equivalent to approximately 34,983 sq.ft.).

Approval from the Government

The TKT Site was acquired by the Company from the Government in 1968. Under the Government Lease in respect of the TKT Site, there shall be no alienation of the site except with the prior written approval of the Director of Lands.

The Company has not entered into any agreement in respect of the TKT Disposal. Application has been made on behalf of the Company to the Director of Lands for approval of the TKT Disposal from the Company to its wholly-owned subsidiary, Lenfield.

Condition

In view of the requirement of shareholders’ approval under section 155A of the Companies Ordinance as mentioned above, the TKT Disposal will be effected only after the passing of an ordinary resolution for its approval by the shareholders of the Company at an extraordinary general meeting. The Directors will seek from shareholders of the Company approval of the TKT Disposal at the Extraordinary General Meeting prior to the signing of any agreement for the TKT Disposal.

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LETTER FROM THE CHAIRMAN

After obtaining the necessary approvals of the shareholders of the Company and the Director of Lands, the Directors may on behalf of the Company enter into agreement(s) in respect of the TKT Disposal within eighteen months from the date of such shareholders’ approval at a consideration representing the open market value of the TKT Site at the relevant time as assessed by an independent valuer and on such other terms and conditions as the Directors may in their discretion consider to be desirable and in the interests of the Company and the Group at that time.

4. THE AS DISPOSAL

Parties

Vendor : the Company Purchaser : Trendy Property

Assets to be transferred

The Agricultural Site, the subject of the AS Disposal, is located at Lots Nos. 498, 499, 588, 589, 590 and 591 all in Demarcation District No. 2, Mui Wo, Lantau Island, New Territories, Hong Kong. The Agricultural Site is currently vacant. The total site area of the Agricultural Site is approximately 849 sq.m. (equivalent to approximately 9,146 sq.ft.).

Approval from the Government

The Agricultural Site was acquired by the Company from an independent third party in 1951 and is subject to New Grant Nos. 2423, 2424, 2425 and 2426 under which there shall be no alienation of the Agricultural Site except with the prior written approval of the Director of Lands.

The Company has not entered into any agreement in respect of the AS Disposal. Application has been made on behalf of the Company to the Director of Lands for approval of the AS Disposal from the Company to its wholly-owned subsidiary, Trendy Property.

Condition

In view of the requirement of shareholders’ approval under section 155A of the Companies Ordinance as mentioned above, the AS Disposal will be effected only after the passing of an ordinary resolution for its approval by the shareholders of the Company at an extraordinary general meeting. The Directors will seek from shareholders of the Company approval of the AS Disposal at the Extraordinary General Meeting prior to the signing of any agreement for the AS Disposal.

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LETTER FROM THE CHAIRMAN

After obtaining the necessary approvals of the shareholders of the Company and the Director of Lands, the Directors may on behalf of the Company enter into agreement(s) in respect of the AS Disposal within eighteen months from the date of such shareholders’ approval at a consideration representing the open market value of the Agricultural Site at the relevant time as assessed by an independent valuer and on such other terms and conditions as the Directors may in their discretion consider to be desirable and in the interests of the Company and the Group at that time.

5. REASONS FOR THE ASSET DISPOSALS

At present, the TKT Site, the Agricultural Site and the Vessels are directly held by the Company. Upon completion of the Asset Disposals, the Company will not directly own any fixed assets. The Directors consider that, with the implementation of the Assets Disposals, the fixed assets concerned will be separately held by different subsidiaries as described in this circular, and the related business risks could also be separated among the subsidiaries. The Directors consider that better management of the business risks could thus be attained, and that it is in the interest of the Company and the Group as a whole to implement the Asset Disposals.

6. EXTRAORDINARY GENERAL MEETING

There is set out on pages 9 to 11 of this circular a notice convening the Extraordinary General Meeting to be held at Miramar Ball Room, Penthouse, Hotel Miramar, 118 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 12th February, 2004 at 3:30 p.m. at which ordinary resolutions will be proposed and, if thought fit, passed to approve each of the Asset Disposals.

A form of proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you are able to attend the Extraordinary General Meeting in person, you are requested to complete this form of proxy and return it to the Company’s share registrars, Standard Registrars Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting of the Company should you so wish.

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LETTER FROM THE CHAIRMAN

7. RECOMMENDATION

The Directors consider that the Asset Disposals are in the commercial interests of the Company as well as its shareholders. Accordingly, the Directors recommend shareholders of the Company to vote in favour of the ordinary resolutions relating to each of the Asset Disposals, which only involve intra-Group transfers, to be proposed at the Extraordinary General Meeting.

Yours faithfully, Colin K.Y. Lam Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in Hong Kong under the Companies Ordinance)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Hong Kong Ferry (Holdings) Company Limited (the “Company”) will be held at Miramar Ball Room, Penthouse, Hotel Miramar, 118 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 12th February, 2004 at 3:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the conditional sale and purchase agreement dated 15th December, 2003 (the “Vessels Disposal Agreement”), a copy of which marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, made between the Company and HYFCO Engineering Limited (“HYFCO Engineering”), a wholly-owned subsidiary of the Company, pursuant to which the Company agreed to sell to HYFCO Engineering the Vessels (as defined in a circular issued by the Company to its shareholders dated 2nd January, 2004, a copy of which marked “B” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) at a consideration of $1,508,139.54 and subject to the terms and conditions therein contained, and all transactions contemplated by the Vessels Disposal Agreement, be and are hereby approved, ratified and confirmed and that the directors of the Company be and are hereby authorised on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, agreements, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or expedient for the purpose of or in connection with the implementation of the Vessels Disposal Agreement and to make and agree such variations in the terms of the Vessels Disposal Agreement as they may in their discretion consider to be desirable and in the interests of the Company.”

2. “ THAT the proposed disposal (the “TKT Disposal”) of the TKT Site (as defined in a circular issued by the Company to its shareholders dated 2nd January, 2004, a copy of which marked “B” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) by the Company to Lenfield Limited, a wholly-owned subsidiary of the Company, after all necessary approvals of the Director of Lands have been obtained, and all transactions in connection therewith be and are hereby approved and that the directors of the Company be and are hereby authorised on behalf of the Company to enter into agreement(s) in respect of the TKT Disposal within eighteen months from the

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NOTICE OF EXTRAORDINARY GENERAL MEETING

date of this resolution at a consideration representing the open market value of the TKT Site at the relevant time as assessed by an independent valuer and on and subject to such other terms and conditions as they may in their discretion consider to be desirable and in the interests of the Company and its subsidiaries and to sign, seal, execute, perfect, deliver and do all such documents, agreements, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or expedient for the purpose of or in connection with the implementation of the TKT Disposal.”

1. “ THAT the proposed disposal (the “AS Disposal”) of the Agricultural Site (as defined in a circular issued by the Company to its shareholders dated 2nd January, 2004, a copy of which marked “B” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) by the Company to Trendy Property Investment Limited, a wholly-owned subsidiary of the Company, after all necessary approvals of the Director of Lands have been obtained, and all transactions in connection therewith be and are hereby approved and that the directors of the Company be and are hereby authorised on behalf of the Company to enter into agreement(s) in respect of the AS Disposal within eighteen months from the date of this resolution at a consideration representing the open market value of the Agricultural Site at the relevant time as assessed by an independent valuer and on and subject to such other terms and conditions as they may in their discretion consider to be desirable and in the interests of the Company and its subsidiaries and to sign, seal, execute, perfect, deliver and do all such documents, agreements, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or expedient for the purpose of or in connection with the implementation of the AS Disposal.”

By Order of the Board Richard C.W. Law Company Secretary

Hong Kong, 2nd January, 2004

Registered Office:

98 Tam Kon Shan Road TYTL 102 Ngau Kok Wan North Tsing Yi New Territories Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint proxies to attend, and on a poll, vote for him. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

• (2) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (3) A form of proxy for use at the meeting is enclosed.

• (4) To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited with the Company’s share registrars, Standard Registrars Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or poll (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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