Sam Woo Construction Group Limited — Capital/Financing Update 2024

Apr 17, 2024

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)

DISCLOSEABLE TRANSACTION PURCHASE OF EQUIPMENT

On 16 April 2024, an order was confirmed by the SWEE with the Supplier, pursuant to which SWEE shall purchase the Equipment for the Consideration of EUR1,495,000 (equivalent to approximately HK$12.5 million) from the Supplier.

As one or more of the applicable percentage ratios in relation to the transactions contemplated under the Order Confirmation is more than 5% but less than 25%, the transactions contemplated under the Order Confirmation constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

THE ORDER CONFIRMATION

Date : 16 April 2024 Parties : (1) the Purchaser, SWEE, a wholly-owned subsidiary of the Company is principally engaged in the leasing of machinery and equipment in Hong Kong (2) the Supplier, an European manufacturer of construction machinery and equipment Equipment : one unit of foundation related machinery and equipment as specified under the Order Confirmation Consideration : EUR1,495,000 (equivalent to approximately HK$12.5 million) Payment Terms : the agreed price of the Equipment will become payable seven days prior to the respective delivery to Hong Kong, which is scheduled to take place prior to 31 July 2024

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The Directors confirm that the Consideration was determined after arm’s length negotiations between the Parties by reference to the market value of similar type of equipment.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiry, the Supplier and its ultimate beneficial owner(s) are independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

REASONS FOR AND BENEFITS

The Group is principally engaged in the provision of foundation works and ancillary services. The Equipment is intended to be deployed in construction projects by the Group. The Directors believe that the purchase of the Equipment will enhance the construction capacity and efficiency of the Group.

The Directors are of the view that the Order Confirmation are made on normal commercial terms which are fair and reasonable. The Directors also believe that the purchase of the Equipment is in the interest of the Group and the shareholders of the Company as a whole.

LISTING RULES IMPLICATION

As one or more of the applicable percentage ratios in relation to the transactions contemplated under the Order Confirmation is more than 5% but less than 25%, the transactions contemplated under the Order Confirmation constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

“Board” the board of Directors

“Company” Sam Woo Construction Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

‘‘Consideration’’ the aggregate consideration for the purchase of the Equipment pursuant to the Order Confirmation

• “Director(s)” the director(s) of the Company

• “Equipment” One unit of foundation related machinery and equipment as specified under the Order Confirmation

• “EUR” the lawful currency of the Euro Zone

• “Group” the Company and its subsidiaries

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• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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

• ‘‘Order Confirmation’’ the order confirmation dated 16 April 2024 by the Purchaser for the purchase of the Equipment from the Supplier

• “Parties” SWEE and the Supplier ‘‘percentage ratio’’ has the meaning ascribed to this term under the Listing Rules, as application to a transaction

• “Supplier” an European manufacturer of construction machinery and equipment, an independent third party

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

• “SWEE” Sam Woo Engineering Equipment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

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

Hong Kong, 17 April 2024

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, Mr. Ip Tin Chee, Arnold and Mr. Pang Tat Choi, Paul.

• Note: For the purpose of this announcement, amounts denominated in EUR have been translated into HK$ for the purpose of illustration only at the exchange rate of EUR1.00 = HK$8.359.

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