6-K 1 u99788e6vk.txt THE WHARF (HOLDINGS) LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF MAY 2005 (Commission File No. 33-84952-02) THE WHARF (HOLDINGS) LIMITED (Translation of registrant's name in English) 16TH FLOOR, OCEAN CENTRE HARBOUR CITY, CANTON ROAD KOWLOON, HONG KONG (852) 2118 8118 (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F [X] Form 40-F [ ] (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes [ ] No [X] (THE WHARF (HOLDINGS) LIMITED LOGO) THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 4 RETIREMENT OF DIRECTOR The Wharf (Holdings) Limited (the "Company") announces that Mr. Christopher Patrick Langley, an independent non-executive director of the Company, has ceased to be a director of the Company upon his retirement by rotation from the board of directors of the Company (the "Board") at the Company's annual general meeting held on 18th May, 2005. Mr. Langley has confirmed that he has no disagreement with the Board and there is no matter which needs to be brought to the attention of the shareholders of the Company in respect of his retirement. The Board takes this opportunity to thank Mr. Langley for his valuable contributions to the Company during his tenure of service. After the retirement of Mr. Langley, the Board comprises Mr. Peter K. C. Woo, Mr. Gonzaga W. J. Li, Mr. Stephen T. H. Ng, Mr. Erik B. Christensen, Mr. Quinn Y. K. Law, Ms. Doreen Y. F. Lee and Mr. T. Y. Ng, and six independent non-executive directors, namely, Mr. Paul M. P. Chan, Professor Edward K. Y. Chen, Dr. Raymond K. F. Ch'ien, Hon. Vincent K. Fang, Mr. Hans Michael Jebsen and Mr. James E. Thompson. For THE WHARF (HOLDINGS) LIMITED WILSON W. S. CHAN Company Secretary Hong Kong, 18th May, 2005 The Wharf (Holdings) Ltd. - Announcement (18th May, 2005) (THE WHARF (HOLDINGS) LIMITED LOGO) THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 4 VOTING RESULTS AT ANNUAL GENERAL MEETING HELD ON 18TH MAY, 2005 At the Annual General Meeting of The Wharf (Holdings) Limited (the "Company") held on 18th May, 2005 ("AGM"), a poll was demanded by the Chairman for voting on all the proposed resolutions as set out in the Notice of AGM dated 22nd April, 2005. As at the date of AGM, the total number of issued shares in the Company was 2,447,476,629 shares, which was the total number of shares entitling the holders to attend and vote for or against the resolutions at the AGM. There is no restriction on any shareholders casting votes on any of the resolutions at the AGM. The Company's share registrars, namely, Tengis Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking. Set out below are the poll results in respect of the respective resolutions put to the vote at the AGM:

- 1 - The Wharf (Holdings) Limited - Announcement (18 May 2005)

On the basis of the votes set out above, all the above Resolutions were duly passed as Ordinary Resolutions. As at the close of business on the date of this announcement, the board of directors of the Company comprises Mr. Peter K. C. Woo, Mr. Gonzaga W. J. Li, Mr. Stephen T. H. Ng, Mr. Erik B. Christensen, Mr. Quinn Y. K. Law, Ms. Doreen Y. F. Lee and Mr. T. Y. Ng, and six independent non-executive directors, namely, Mr. Paul M. P. Chan, Professor Edward K. Y. Chen, Dr. Raymond K. F. Ch'ien, Hon. Vincent K. Fang, Mr. Hans Michael Jebsen, and Mr. James E. Thompson. For and on behalf of THE WHARF (HOLDINGS) LIMITED WILSON W. S. CHAN Company Secretary Hong Kong, 18th May, 2005 - 2 - The Wharf (Holdings) Limited - Announcement (18 May 2005) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE WHARF (HOLDINGS) LIMITED - WHARF Date: May 19, 2005 By: /s/ Wilson Chan -------------------------------- Name: Wilson Chan Title: Company Secretary

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