Sam Woo Construction Group Limited — AGM Information 2018

Jul 10, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SAM WOO CONSTRUCTION GROUP LIMITED

三和建築集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code : 3822)

CLARIFICATION ANNOUNCEMENT

Reference is made to the circular of Sam Woo Construction Group Limited (“ Company ”) dated 5 July 2018 (“ Circular ”), the notice of the annual general meeting to be held on 3 September 2018 (“ AGM ”) and the form of proxy despatched together with the Circular (“ Original Proxy Form ”). The board of directors of the Company (“ Board ”) notes certain typographical errors on the Original Proxy Form and would like to clarify that the amendments as explained hereinafter shall be made to the Original Proxy Form.

The Board wishes to clarify that (i) the resolution related to declare a final dividend should not appear on the Original Proxy Form; (ii) the correct numbering of resolutions reflected in the Circular, the notice of AGM and the Original Proxy Form should read as follows.

1. To consider and receive the audited consolidated financial statements and the report of the directors of the Company and the independent auditor’s report for the year ended 31 March 2018.

2. (a) To re-elect Mr. Lau Chun Ka as executive director;

   • (b) To re-elect Ms. Leung Lai So as executive director;

   • (c) To re-elect Mr. Chu Tak Sum as independent non-executive director; and (d) To authorise the board of directors to fix their remuneration.

3. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors to fix their remuneration.

4. To give a general mandate to the directors to allot, issue and deal with additional shares in the capital of the Company not exceeding 20% of the existing issued share capital.

5. To give a general mandate to the directors to buy back the Company’s shares not exceeding 10% of the total nominal amount of the existing issued share capital.

6. To extend the general mandate granted to the directors to allot and issue additional shares of the Company by the number of shares bought back.

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A revised proxy form (“ New Proxy Form ”) will be despatched to the Company’s shareholders as soon as practicable, and published on the website of the HKEXnews at www.hkexnews.hk and at the website of the Company at www.samwoo-group.com..

If you have lodged the Original Proxy Form, you should note that:

(a) If no New Proxy Form is lodged, the Original Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. In this regard, the Original Proxy Form would only be considered as correctly completed if (i) all of the voting boxes marked “FOR” have been ticked; or (ii) all of the voting boxes marked “AGAINST” have been ticked; or (iii) none of the voting box is ticked, in which case the Original Proxy Form will entitle your proxy to cast his/her vote at his/her discretion.

(b) If the New Proxy Form is lodged not less than 48 hours prior to the time appointed for holding the AGM (the “ Closing Time ”), the New Proxy Form will supersede the Original Proxy Form previously lodged by you. The New Proxy Form will be treated as a valid proxy form lodged by you, if correctly completed.

(c) If the New Proxy Form is lodged after the Closing Time, the New Proxy Form will be invalid. The Original Proxy Form previously lodged by you will be valid if it has been correctly completed by you in accordance with paragraph (a) above, and any vote that may be cast by the proxy will be counted in any poll which may be taken on the proposed resolution. If you wish to vote at the AGM, you will have to attend in person and vote at the AGM yourselves.

By order of the Board Sam Woo Construction Group Limited Lau Chun Ming Chairman

Hong Kong, 10 July 2018

As at the date of this announcement, the executive directors of the Company are Mr. Lau Chun Ming, Mr. Lau Chun Kwok, Mr. Lau Chun Ka and Ms. Leung Lai So; the independent non-executive directors of the Company are Professor Wong Sue Cheun, Roderick, Mr. Chu Tak Sum and Mr. Ip Tin Chee, Arnold.

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