Sam Woo Construction Group Limited — AGM Information 2024

Jul 5, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sam Woo Construction Group Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sam Woo Construction Group Limited to be held at Function Rooms 2 & 3, 3/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 10 September 2024 at 10:00 a.m. is set out on pages 12 to 15 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.samwoo-group.com. Whether or not you are able to attend such meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at such meeting or any adjourned meeting thereof (as the case may be) should you so wish.

No refreshment packs or coffee/tea will be provided.

5 July 2024

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Function
	Rooms 2 & 3, 3/F, The Mira Hong Kong, 118-130 Nathan Road,
	Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 10 September
	2024 at 10:00 a.m., the notice of which is set out on pages 12 to
	15 of this circular, or any adjourned meeting thereof;
“Articles of Association”	the articles of association of the Company as amended and
	restated, supplemented or modified from time to time;
“associate(s)”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of Directors;
“Buy-back Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to buy back Shares not exceeding 10%
	of the aggregate nominal amount of the issued share capital of the
	Company as at the date of passing of the relevant resolution
	granting such mandate;
“Company”	Sam Woo Construction Group Limited, an exempted company
	incorporated in the Cayman Islands with limited liability and the
	Shares of which are listed on the main board of the Stock
	Exchange (stock code: 3822);
“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“core connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“Director(s)”	director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Issue Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to allot, issue and deal with Shares of
	up to 20% of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of the relevant
	resolution granting such mandate;

1

DEFINITIONS

“Latest Practicable Date”	27 June 2024, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited;
“Memorandum”	the memorandum of association of the Company as amended and
	restated, supplemented or modified from time to time;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.0025 each in the share capital of the
	Company;
“Shareholder(s)”	the holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong Kong;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

2

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Lau Chun Ming (Chairman) Mr. Lau Chun Kwok (Chief Executive Officer) Mr. Lau Chun Ka Ms. Lau Pui Shan

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors: Mr. Chu Tak Sum Mr. Ip Tin Chee, Arnold Mr. Pang Tat Choi, Paul

Headquarters and principal place

of business in Hong Kong: Unit 901, 9/F, Energy Plaza 92 Granville Road Tsim Sha Tsui East Kowloon Hong Kong 5 July 2024

To the Shareholders,

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, PROPOSED RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM for: (i) the granting of the Issue Mandate and the Buy-back Mandate; (ii) the extension of the Issue Mandate by adding to it the aggregate nominal amount of the issued Shares bought back by the Company under the Buy-back Mandate; and (iii) the re-election of the retiring Directors.

3

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

The existing general mandates to issue and buy back Shares will expire at the conclusion of the AGM. Accordingly, the following ordinary resolutions will be proposed at the AGM to seek the approval from Shareholders for the granting to the Directors of general mandates authorising them to:

• (i) exercise the powers of the Company to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution;

• (ii) buy back Shares on the Stock Exchange with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution; and

• (iii) subject to the passing of the ordinary resolutions to approve the Issue Mandate and the Buy-back Mandate at the AGM, extend the Issue Mandate by an amount representing the aggregate nominal amount of Shares bought back under the Buy-back Mandate.

As at the Latest Practicable Date, the Directors have not exercised any existing general mandates to issue or buy back Shares and the Company had 1,680,000,000 Shares in issue.

Subject to the passing of the ordinary resolutions to approve the Issue Mandate and the Buy-back Mandate at the AGM and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 336,000,000 new Shares under the Issue Mandate and to buy back up to a maximum of 168,000,000 Shares under the Buy-back Mandate.

The Issue Mandate and the Buy-back Mandate, if approved by the Shareholders at the AGM, will continue until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and the Articles of Association or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of such authority by ordinary resolution of the Shareholders in general meeting.

With reference to the Issue Mandate and the Buy-back Mandate, the Directors wish to state that they have no immediate plan to issue any new Shares or buy back any Shares pursuant thereto. The Directors will not exercise the Buy-back Mandate to such an extent that the public holding of Shares would be reduced below 25% of the issued share capital of the Company.

The explanatory statement providing the requisite information regarding the Buy-back Mandate as required to be sent to the Shareholders under the Listing Rules is set out in the appendix to this circular.

4

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with articles 83 and 84 of the Articles of Association, Mr. Lau Chun Ka, Ms. Lau Pui Shan and Mr. Ip Tin Chee, Arnold shall retire from office at the AGM. All the retiring Directors, being eligible, offer themselves for re-election at the AGM.

The Company’s nomination committee has reviewed the qualifications, skills and experience of the retiring Directors and is of the view that they can contribute the appropriate knowledge, expertise and diversity in perspectives to the Board and recommended to the Board the proposed re-election of all the retiring Directors. The Board has further assessed the independence of all the retiring independent non-executive Directors by reference to rule 3.13 of the Listing Rules and considers that all of them are independent to the Company.

Brief biographical and other details of the retiring Directors which are required to be disclosed

under the Listing Rules are set out below.

Mr. Lau Chun Ka , aged 70, is an executive Director. He is responsible for the overall management of maintenance and repair of machinery and equipment of the Group. He joined the Group in the 1970s. He has been involved in the foundation works business since 1990. He has profound experience in mechanical engineering and foundation equipment. He is the brother of the Mr. Lau Chun Ming and Mr. Lau Chun Kwok and uncle of Ms. Lau Pui Shan, whom are executive Directors. He is also a director of various subsidiaries within the Group.

Mr. Lau Chun Ka has entered into an executive director’s service agreement with the Company for a term of three years commencing from the listing date of the Company (16 October 2014), which will continue thereafter until terminated by either party giving not less than three months’ prior notice. Mr. Lau Chun Ka’s appointment as Director is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lau Chun Ka is entitled to receive a remuneration of HK$1,510,000 per annum and is subject to review by the Company’s Remuneration Committee from time to time. He does not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there is no information discloseable nor is/was Mr. Lau Chun Ka involved in any of the matters required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and the Directors are not aware of any other matters regarding Mr. Lau Chun Ka that need to be brought to the attention of the Shareholders.

Ms. Lau Pui Shan , aged 50, is the chief financial officer and an executive Director. She is responsible for financial accounting, treasury and banking matters, investors relation and information technology system of the Group. She joined the Group in 1999. She is also a director of certain subsidiaries within the Group. She obtained a bachelor’s degree of commerce in accounting and finance and a master’s degree of commerce in international business from the University of New South Wales in Australia. She is a fellow certified practicing accountant of CPA Australia and a fellow member of the Hong Kong Institute of Certified Public Accountants.

5

LETTER FROM THE BOARD

Ms. Lau is the daughter of Mr. Lau Chun Ming and niece of Mr. Lau Chun Kwok and Mr. Lau Chun Ka, all being executive Directors. Mr. Lau Chun Ming and Ms. Leung Lai So, parents of Ms. Lau, have 71.43% interests in the shares of the Company held under a discretionary trust as disclosed under Part XV of the SFO as at the Latest Practicable Date.

Ms. Lau has not entered into a director’s service contract with the Company. Ms. Lau’s appointment as Director does not have a specific term but she is subject to retirement and re-election at the annual general meeting in accordance with the articles of association of the Company. Ms. Lau is entitled to receive a remuneration of HK$1,040,000 per annum and is subject to review by the Company’s Remuneration Committee from time to time. She does not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there is no information discloseable nor is/was Ms. Lau involved in any of the matters required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and the Directors are not aware of any other matters regarding Ms. Lau that need to be brought to the attention of the Shareholders.

Mr. Ip Tin Chee , Arnold, aged 61, was appointed as an independent non-executive Director in September 2014. Mr. Ip obtained a Master of Arts Degree from the Trinity College, Cambridge University. Mr. Ip is chairman of Altus Holdings Limited (stock code: 8149), which group companies focus on providing corporate finance services to listed and unlisted companies in Hong Kong, as well as property investments.

Mr. Ip is an independent non-executive director of Pioneer Global Group Limited (stock code: 224) and SV Vision Limited (stock code: 8429), each of which is a company listed on the Stock Exchange. He was also an independent non-executive director of Pak Fah Yeow International Limited (stock code: 239) until 30 September 2022. Mr. Ip worked for Standard Chartered Asia Limited and was a director of Yuanta Securities (Hong Kong) Limited thereafter until January 2001, specializing in a range of corporate finance and advisory activities for companies based in Hong Kong and China. From 1984 to 1988, he worked at Arthur Andersen & Co in London specializing in taxation and qualified as a Chartered Accountant in 1988.

Mr. Ip was appointed pursuant to an appointment letter of the Company on 15 September 2014. Mr. Ip’s appointment as Director is subject to retirement by rotation and re-election in accordance with the Articles of Association. He is entitled to receive a Director’s fee of HK$264,000 per annum. The remuneration of Mr. Ip was determined with reference to the prevailing market conditions, Mr. Ip’s expertise, duties and responsibilities with the Company and the remuneration policy of the Group and is subject to review by the Company’s Remuneration Committee from time to time. Mr. Ip is not related to any Director, senior management, substantial or controlling shareholders of the Company. He does not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

6

LETTER FROM THE BOARD

Save as disclosed above, there is no information discloseable nor is/was Mr. Ip involved in any of the matters required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and the Directors are not aware of any other matters regarding Mr. Ip that need to be brought to the attention of the Shareholders.

AGM

A notice convening the AGM to be held at Function Rooms 2 & 3, 3/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 10 September 2024 at 10:00 a.m. is set out on pages 13 to 16 of this circular.

ACTION TO BE TAKEN

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof (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 AGM or any adjourned meeting thereof (as the case may be) should you so wish and in such event, your appointment of proxy under any proxy form shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the resolutions proposed at the AGM will be taken by way of poll. None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every Share held which is fully paid or credited as fully paid.

After the conclusion of the AGM, the poll results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkex.com.hk and the website of the Company at www.samwoo-group.com.

7

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 5 September 2024 to Tuesday, 10 September 2024 (both days inclusive), during which period no transfer of shares of the Company will be registered and no shares will be allotted and issued on the exercise of the subscription rights attaching to the outstanding share options granted by the Company. In order to qualify for attending the meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 4 September 2024.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and the Buy-back Mandate, the extension of the Issue Mandate and the proposed re-election of the retiring Directors are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

MISCELLANEOUS

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Yours faithfully,

By order of the Board

Sam Woo Construction Group Limited Lau Chun Ming Chairman

8

EXPLANATORY STATEMENT

APPENDIX

The following is the explanatory statement as required by the Listing Rules to be provided to the Shareholders concerning the Buy-back Mandate proposed to be granted to the Directors at the AGM.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was 4,000,000,000 Shares, of which a total of 1,680,000,000 Shares were issued and fully paid.

Subject to the passing of the proposed ordinary resolution to approve the Buy-back Mandate and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 168,000,000 Shares during the period from the date of the AGM up to (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of such authority by ordinary resolution of Shareholders in general meeting, whichever occurs first.

REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

FUNDING AND IMPACT OF BUY-BACKS

Any buy-backs of Shares will be made out of funds which are legally available for the purpose in accordance with the Articles of Association and the Companies Act of the Cayman Islands. A listed company may not buy back its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any buy-backs by the Company may be made out of profits of the Company, out of the Company’s share premium account, out of proceeds of a new issue of Shares made for the purpose of the buy-backs or, if authorised by the Articles of Association and subject to the Companies Act of the Cayman Islands, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be bought back must be paid out of profits of the Company or from sums standing to the credit of the Company’s share premium account or, if authorised by the Articles of Association and subject to the Companies Act of the Cayman Islands, out of capital.

As compared with the financial position of the Company as at 31 March 2024 (being the date to which the latest audited accounts of the Company were made up), the Directors consider that there might be a material adverse impact on the working capital or the gearing position of the Company in the event that the Buy-back Mandate was to be exercised in full during the proposed buy-back period. The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

9

EXPLANATORY STATEMENT

APPENDIX

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have confirmed that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

The Directors have confirmed that neither the Explanatory Statement nor the proposed Buy-back Mandate has any unusual features.

EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors’ exercising the powers of the Company to buy back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.

If the Buy-back Mandate were exercised in full, the shareholding percentage of the Shareholders, who have an interest in 5% or more of the issued share capital of the Company (based on the number of the Shares they held as at the Latest Practicable Date), before and after such buy-backs would be as follows:

			Percentage of
			Company’s
		Percentage of	shareholding if
		Company’s	the Buy-back
	Number of	existing	Mandate is
Name of Shareholder	Shares held	shareholding	exercised in full
Actiease Assets Limited	1,200,000,000	71.43%	79.37%
Silver Bright Holdings Limited	1,200,000,000	71.43%	79.37%
SW AA Holdings Limited	1,200,000,000	71.43%	79.37%
Lau Chun Ming	1,200,000,000	71.43%	79.37%
Leung Lai So	1,200,000,000	71.43%	79.37%

Notes:

1. As shown on the Stock Exchange website, 1,200,000,000 Shares were held by Actiease Assets Limited, a company wholly owned by Silver Bright Holdings Limited which was indirectly owned by a discretionary trust of which Ms. Leung Lai So was the beneficiary, as at the Latest Practicable Date.

2. Silver Bright Holdings Limited is 100% held by SW AA Holdings Limited as trustee of a discretionary trust set up by Mr. Lau Chun Ming.

10

EXPLANATORY STATEMENT

APPENDIX

In the event that the Buy-back Mandate is exercised, the shareholding of these Shareholders in the Company would be increased as shown in the table above. On this basis, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of exercising power under the Buy-back Mandate. The Directors will not exercise the Buy-back Mandate to such an extent that the public holding of Shares would be reduced below 25% of the issued share capital of the Company.

SHARE BUY-BACKS MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the preceding six months ending on the Latest Practicable Date.

SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the 12 months immediately prior to the Latest Practicable Date, were as follows:

		Per Share
	Highest		Lowest
	HK$		HK$
2023
June	0.060		0.041
July	0.061		0.052
August	0.061		0.044
September	0.054		0.045
October	0.054		0.048
November	0.054		0.048
December	0.048		0.031
2024
January	0.044		0.033
February	0.036		0.031
March	0.039		0.032
April	0.070		0.027
May	0.070		0.060
June (up to the Latest Practicable Date)	0.060		0.041

Source: quoted prices from the Stock Exchange’s website (www.hkex.com.hk)

11

NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the annual general meeting of Sam Woo Construction Group Limited (the “ Company ”) will be held at Function Rooms 2 & 3, 3/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 10 September 2024 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

As Ordinary Business:

1. To consider and receive the audited consolidated financial statements and the report of the Directors of the Company and the Auditor’s report for the year ended 31 March 2024.

2. (a) To re-elect Mr. Lau Chun Ka as Executive Director of the Company;

3. (b) To re-elect Ms. Lau Pui Shan as an Executive Director of the Company;

4. (c) To re-elect Mr. Ip Tin Chee, Arnold as Independent Non-executive Director of the Company; and

5. (d) To authorise the Board of Directors of the Company to fix their remuneration.

6. To re-appoint PricewaterhouseCoopers as Auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.

7. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

“ THAT :

• (a) subject to paragraph 4(c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers, subject to and in accordance with all applicable laws and the articles of association of the Company, be and is hereby generally and unconditionally approved;

12

NOTICE OF ANNUAL GENERAL MEETING

• (b) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs 4(a) and 4(b) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription or conversion rights attached to the warrants or the convertible securities which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph 5(c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 4(d) above) of all the powers of the Company to buy back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Securities and Futures Commissions, the Companies Act of the Cayman Islands and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph 5(a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy back its shares at a price determined by the Directors;

• (c) the aggregate nominal amount of the share capital of the Company which the Directors are authorised to buy back pursuant to the approval in paragraphs 5(a) and 5(b) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company on the date of the passing of this resolution, and the said approval shall be limited accordingly.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the ordinary resolutions numbered 4 and 5 as set out in the notice convening this meeting being duly passed, the aggregate nominal amount of the shares in the issued capital of the Company which are bought back by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 5 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the directors of the Company pursuant to and in accordance with the said resolution numbered 4.”

By order of the Board

Sam Woo Construction Group Limited Chan Sun Kwong Company Secretary

Hong Kong, 5 July 2024

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NOTICE OF ANNUAL GENERAL MEETING

Headquarters and principal place of business in Hong Kong: Unit 901, 9/F, Energy Plaza 92 Granville Road Tsim Sha Tsui East Kowloon Hong Kong

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a member of the Company.

2. All resolutions at the annual general meeting will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

3. Where there are joint registered holders of any share of the Company, any one such person 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 of the Company in respect of such share shall alone be entitled to vote in respect thereof. The vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

5. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

6. The register of members of the Company will be closed from Thursday, 5 September 2024 to Tuesday, 10 September 2024 (both days inclusive), during which period no transfer of shares of the Company will be registered and no shares will be allotted and issued on the exercise of the subscription rights attaching to the outstanding share options granted by the Company. In order to qualify for attending the meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 4 September 2024.

7. As at the date hereof, the board of Directors comprises Mr. Lau Chun Ming, Mr. Lau Chun Kwok, Mr. Lau Chun Ka and Ms. Lau Pui Shan as Executive Directors; and Mr. Chu Tak Sum, Mr. Ip Tin Chee, Arnold and Mr. Pang Tat Choi, Paul as Independent Non-executive Directors.

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