Sam Woo Construction Group Limited - Proxy Solicitation & Information Statement 2022

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)

(1) PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

(2) PROPOSED RE-ELECTION OF DIRECTORS,

(3) PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 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 Friday, 9 September 2022 at 11:30 a.m. is set out on pages 35 to 39 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 Level 54, Hopewell Centre, 183 Queen’s Road East, 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.

COVID-19 PRECAUTIONARY MEASURES

compulsory body temperature checks
mandatory wearing of surgical face mask throughout the meeting
no refreshment packs or coffee/tea will be provided

Any person who does not comply with the precautionary measures or is subject to any Hong Kong SAR Government prescribed quarantine may be denied entry into the meeting venue.

12 July 2022

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II – CHANGES INTRODUCED BY THE SECOND AMENDED AND
RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION. 13
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

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 Friday, 9 September
	2022 at 11:30 a.m., the notice of which is set out on pages 35 to
	39 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;
“Core Shareholder Protection	the 14 core shareholder protection standards set out in Appendix 3
Standards”	to 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;

DEFINITIONS

“Latest Practicable Date”	5 July 2022, 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;
“Proposed Amendments”	the proposed amendments to the current Memorandum and
	Articles of Association as set out in Appendix II to this circular;
“Second Amended and Restated	the set of the second amended and restated memorandum and
Memorandum and Articles of	articles of association of the Company incorporating and
Association”	consolidating all the Proposed Amendments to be considered and
	approved for adoption by way of a special resolution at the AGM;
“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.

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. Leung Lai So

Independent Non-executive Directors: Professor Wong Sue Cheun, Roderick Mr. Chu Tak Sum Mr. Ip Tin Chee, Arnold

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

Headquarters and principal place of business in Hong Kong: 10/F, Energy Plaza 92 Granville Road Tsim Sha Tsui East Kowloon Hong Kong 12 July 2022

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, (2) PROPOSED RE-ELECTION OF DIRECTORS, (3) PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 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; (iii) the re-election of the retiring Directors; and (iv) the proposed adoption of the Second Amended and Restated Memorandum and Articles of Association.

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 I to this circular.

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of four Executive Directors namely Mr. Lau Chun Ming, Mr. Lau Chun Kwok, Mr. Lau Chun Ka and Ms. Leung Lai So and three Independent Non-executive Directors namely Professor Wong Sue Cheun, Roderick, Mr. Chu Tak Sum and Mr. Ip Tin Chee, Arnold.

In accordance with articles 84 of the current Articles of Association, Mr. Lau Chun Ming, Mr. Lau Chun Ka 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 re-election of Directors has been reviewed by the Nomination Committee of the Company which recommended to the Board that the re-election be proposed for Shareholders’ approval at the AGM. The nominations were made in accordance with the Nomination Policy of the Company and the objective criteria for the nominations include but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, with due regard for the benefits of diversity as set out under the Board Diversity Policy of the Company.

In recommending Mr. Lau Chun Ming and Mr. Lau Chun Ka to stand for re-election as an Executive Directors and Mr. Ip Tin Chee, Arnold to stand for re-election as Independent Non-executive Director, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:

(a) Mr. Lau Chung Ming is the founder of the Group. He has substantial experience in the foundation works business and has profound experience in strategic planning and business development and management.
(b) Mr. Lau Chun Ka has substantial experience in the foundation works business. He has profound experience in mechanical engineering and foundation equipment.
(c) Mr. Ip Tin Chee, Arnold has over 20 years experiences in corporate finance and property investments. Mr. Ip obtained a Master of Arts Degree from the Trinity College, Cambridge University.

The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience in the foundation works business and corporate finance as mentioned above and the following biographical details, Mr. Lau Chun Ming, Mr. Lau Chun Ka and Mr. Ip Tin Chee, Arnold will bring valuable perspective, knowledge, skills and experience to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Company’s business. 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.

LETTER FROM THE BOARD

Mr. Lau Chun Ming , aged 79, is an Executive Director, the Chairman and founder of the Group. Mr. Lau is responsible for the overall strategic planning and business development of the Group, overseeing the tendering and quotation process, research and development and formulation of overall corporate policies of the Group. Mr. Lau has been involved in the foundation works business since 1990. He is a brother of Mr. Lau Chun Kwok and Mr. Lau Chun Ka, the spouse of Ms. Leung Lai So (all of them are Executive Directors) and the father of Ms. Lau Pui Shan (Chief Financial Officer). He is also a director of various subsidiaries within the Group.

Mr. Lau 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’s appointment as Director is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lau is entitled to receive a remuneration of HK$125,533 per month and is subject to review by the Company’s Remuneration Committee from time to time. Mr. Lau is the founder of a discretionary trust having indirect ownership of Actiease Assets Limited which holds 1,200,000,000 Shares (representing approximately 71.43% of the issued share capital of the Company) of the Company. Save as aforesaid, 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 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 that need to be brought to the attention of the Shareholders.

Mr. Lau Chun Ka , aged 68, 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 (Chairman of the Company) and Mr. Lau Chun Kwok (an executive director), brother-in-law of Ms. Leung Lai So (an Executive Director) and uncle of Ms. Lau Pui Shan (Chief Financial Officer). 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. Pursuant to the service agreement, Mr. Lau Chun Ka is entitled to receive a remuneration of HK$125,833 per month 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.

LETTER FROM THE BOARD

Mr. Ip Tin Chee , Arnold, aged 59, was appointed as an Independent Non-executive Director of the Company 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 focuses 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), Pak Fah Yeow International Limited (stock code: 239), and Icicle Group Holdings Limited (stock code: 8429), each of which is a company listed on the Stock Exchange. 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 at the AGM 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.

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.

PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 23 June 2022 in relation to the proposed adoption of the Second Amended and Restated Memorandum and Articles of Association.

The Stock Exchange has recently announced various amendments to the Listing Rules to implement the proposals under the “Consultation Conclusion Paper on Listing Regime for Overseas Issuers” published on 19 November 2021. The amendments to the Listing Rules have already taken effect from 1 January 2022 and include the introduction of the Core Shareholder Protection Standards that apply to all listed issuers to provide the same level of protection to all investors.

To conform with the Core Shareholder Protection Standards and to keep up with technological developments and to provide flexibility to the Company in relation to the conduct of general meeting, the Board proposes that the Company adopts the Second Amended and Restated Memorandum and Articles of Association incorporating the Proposed Amendments and to allow (but not require) general meetings to be held as a hybrid meeting or an electronic meeting where Shareholders may attend by electronic means in addition to as a physical meeting where Shareholders attend general meeting in person.

LETTER FROM THE BOARD

The Proposed Amendments also explicitly set out other related powers of the Board and the chairman of the general meetings, including making arrangements for attendance as well as ensuring the security and orderly conduct of such general meetings. Other house-keeping amendments to the current Memorandum and Articles of Association are also proposed in the Proposed Amendments for the purpose of clarifying existing practices and making consequential amendments in line with the Proposed Amendments. The Board proposes that the Company adopts the Second Amended and Restated Memorandum and Articles of Association in substitution for, and to the exclusion of, the current Memorandum and Articles of Association. Details of the Proposed Amendments are set out in Appendix II to this circular.

The legal advisers to the Company as to Hong Kong laws and the Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the applicable requirements of the Listing Rules and are not inconsistent with the Cayman Islands laws. The Company also confirms that there is nothing unusual in the Proposed Amendments from the perspective of a company listed on the Stock Exchange.

The Proposed Amendments are prepared in the English language and the Chinese translation is for reference only. In case there are any inconsistencies between the English version and the Chinese translation of the Proposed Amendments, the English version shall prevail. The proposed adoption of the Second Amended and Restated Memorandum and Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the AGM.

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 Friday, 9 September 2022 at 11:30 a.m. is set out on pages 35 to 39 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 Level 54, Hopewell Centre, 183 Queen’s Road East, 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.

LETTER FROM THE BOARD

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.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 6 September 2022 to Friday, 9 September 2022 (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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 5 September 2022.

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 appendices 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

EXPLANATORY STATEMENT

APPENDIX I

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 2022 (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.

EXPLANATORY STATEMENT

APPENDIX I

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 undertaken to the Stock Exchange 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.

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:

1,200,000,000 Shares were held by Actiease Assets Limited, a company wholly owned by Silver Bright Holdings Limited which is indirectly owned by a discretionary trust of which Ms. Leung Lai So is the beneficiary.
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.

EXPLANATORY STATEMENT

APPENDIX I

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:


	Highest	Lowest
	HK$	HK$
2021
July	0.115	0.096
August	0.112	0.091
September	0.113	0.096
October	0.109	0.094
November	0.102	0.092
December	0.097	0.084
2022
January	0.092	0.083
February	0.090	0.073
March	0.088	0.077
April	0.084	0.080
May	0.083	0.069
June	0.196	0.069
July (up to the Latest Practicable Date)	0.087	0.085

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

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The following are the changes to the current Memorandum and Articles of Association introduced by the Second Amended and Restated Memorandum and Articles of Association. Unless otherwise specified, clauses and articles referred to herein are clauses and articles of the Second Amended and Restated Memorandum and Articles of Association.

All capitalised terms in the proposed amendments contained in this Appendix are terms defined in the current Memorandum and Articles of Association which shall have the corresponding meanings ascribed to them in the current Memorandum and Articles of Association.

Clause		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Memorandum of Association)	Remarks
2		The Registered Office of the Company shall be at the offices of ~~Codan~~ ~~C~~onyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
4		Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies ~~Law~~ ~~A~~ct (Revised).
7		The liability of each~~m~~ ~~M~~ ember is limited to the amount from time to time unpaid on such member’s shares.
8		The share capital of the Company is HK$10,000,000 divided into ~~1~~ ~~4~~ ,000,000,000 shares of a nominal or par value of HK$0.0025 ~~1~~ each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies~~Law~~ ~~A~~ct (Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
9		The Company may exercise the power contained in the Companies ~~Law~~ ~~A~~ct to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
2(1)	“Act” “Auditor” ~~“L”~~	the Companies Act (as revised) of the Cayman Islands, and any amendments thereto or re-enactments thereof for the time being in force and includes every other Act incorporated therewith or substituted therefor. the auditor of the Company for the time being and may include any individual, ~~or~~ partnershipor body corporate . ~~The Companies Law, Cap. 22 (Law 3 of 1961, as~~ ~~consolidated and revised) of the Cayman Islands.~~ a general meeting held and conducted by (i) physical attendance by Members and/proxies at the principal Meeting Location and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities. shall have the meaning given to it in Article 64A. the~~Law~~ ~~A~~ct and every other~~Law~~ ~~A~~ct of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles.	New definition New Definition New Definition
	~~aw~~ “hybrid meeting”
	“Meeting
		Members and/or proxies by me
		facilities. shall have the meaning given
	Location(s)”
	“Statutes”
2(i)	Section 8 of the Electronic Transactions~~Law~~ ~~A~~ct (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
3(1)	The share capital of the Company at the date on which these Articles come into effect shall be divided into4,000,000,000 shares of a par value of HK$0.0025 ~~1~~ each.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
3(2)	Subject to the~~Law~~ ~~A~~ct ,the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the~~Law~~ ~~A~~ct .The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the~~Law~~ ~~A~~ct .
4	The Company may from time to time by ordinary resolution in accordance with the~~Law~~ ~~A~~ct alter the conditions of its Memorandum of Association to:
4(d)	sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the~~Law~~ ~~A~~ct ), and may by such resolution determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;
6	The Company may from time to time by special resolution, subject to any confirmation or consent required by the~~Law~~ ~~A~~ct ,reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.
8(1)	Subject to the provisions of the~~Law~~ ~~A~~ct and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
8(2)		Subject to the provisions of the~~Law~~ ~~A~~ct ,the rules of any Designated Stock Exchange and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.
10		Subject to the~~Law~~ ~~A~~ct and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either (i) with the consent in writing of the holders of not less than three-fourthsof the voting rights of the Shares ~~in nominal value of~~ ~~the issued shares~~ of that class or(ii) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall,mutatis mutandis, apply, but so that:
10(a)		the necessary quorumof any such meeting and any adjournment thereof ~~(other than at an adjourned meeting)~~ ~~s~~hall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third inthe nominal value of the issued shares of that class~~and at~~ ~~any adjourned meeting of such holders, two holders present in person~~ ~~or (in the case of a Member being a corporation) its duly authorized~~ ~~representative or by proxy (whatever the number of shares held by~~ ~~them) shall be a quorum~~ ; and

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
12(1)	Subject to the~~Law~~ ~~A~~ct , these Articles, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discountto their nominal value . Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of~~m~~ ~~M~~ embers for any purpose whatsoever.
13	The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the~~Law~~ ~~A~~ct .Subject to the~~Law~~ ~~A~~ct ,the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.
15	Subject to the~~Law~~ ~~A~~ct and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
19	Share certificates shall be issued within the relevant time limit as prescribed by the~~Law~~ ~~A~~ct or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
22	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such~~m~~ ~~M~~ ember, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.
23	Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a~~n~~ ~~N~~ otice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving~~n~~ N otice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
25		Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such~~n~~ ~~N~~ otice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.
35		When any share has been forfeited,~~n~~ ~~N~~ otice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
44		The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the~~Law~~ ~~A~~ct or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.The period of thirty (30) days may be extended in respect of any year if approved by the Members by ordinary resolution.
45		Subject to the rules of any Designated Stock Exchange, ~~N~~ ~~n~~ otwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
45(b)		determining the Members entitled to receive~~n~~ ~~N~~ otice of and to vote at any general meeting of the Company.
48(4)		Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the~~Law~~ ~~A~~ct .
49(c)		the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the~~Law~~ ~~A~~ct or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
51		The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.The period of thirty (30) days may be extended in respect of any year if approved by the Members by ordinary resolution.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
55(2)(c)		the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given noticeof its intention to sell such shares to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.
56		An annual general meeting of the Company shall be held in each financial year other than the year of the Company’s adoption of these Articles (within a period of not more than~~fifteen~~ ~~s~~ix (~~15~~ ~~6~~ )months after theend of the Company’s financial year, ~~holding of the last~~ ~~preceding annual general meeting or not more than eighteen (18)~~ ~~months after the date of adoption of these Articles,~~ unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board.
57		Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.All ~~G~~ g eneral meetings (including an annual general meeting or any adjourned meeting) may be held in any part of the worldand at one or more locations as provided in Article 64A as a hybrid meeting or as an electronic meeting, as may be determined by the Board.
58		The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of thevoting rights (on a one share one vote basis) in the ~~paid up~~ capital of the Company~~carrying the right~~ ~~of voting at general meetings of the Company~~ shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any businessor resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twentyone (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
59(1)		An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days. All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days but if permitted by the rules of any Designated Stock Exchange, a general meeting may be called by shorter notice, ~~and not less than twenty (20) clear business days and~~ ~~any extraordinary general meeting at which the passing of a special~~ ~~resolution is to be considered shall be called by Notice of not less than~~ ~~twentyone (21) clear days and not less than ten (10) clear business~~ ~~days. All other extraordinary general meetings may be called by Notice~~ ~~of not less than fourteen (14) clear days and not less than ten (10) clear~~ ~~business days but if permitted by the rules of the Designated Stock~~ ~~Exchange, a general meeting may be called by shorter notice,~~ subject to the~~Law~~ ~~A~~ct ,if it is so agreed:
59(1)(b)		in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority togetherrepresenting ~~holding~~ not less than ninety-five per cent. (95%)of the total voting rights at the meeting of all the Members. ~~in nominal value of the issued shares giving that right.~~

59(2)		The notice shall specify(a) the time anddate of the meeting, (b) save for an electronic meeting, the place of the meetingand if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting, (c) if the general meeting is to be held by means of a hybrid meeting or an electronic meeting, the notice shall include a statement with details of the electronic and/or communication facilities for attendance and participation by electronic means at the meeting and(d) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or windingup of a Member and to each of the Directors and the Auditors.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
61(1)(d)		appointment of Auditors (where special notice of the intention for such appointment is not required by the~~Law~~ ~~A~~ct )and other officers;
61(2)		No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative, or for quorum purposes only, two persons appointed by the clearing house as authorised representative or by proxy shall form a quorum for all purposes.
63		The chairman of the Company shall preside as chairman at every general meeting.The chairman of a general meeting (which includes a physical meeting, a hybrid meeting or an electronic meeting) may attend, preside as chairman at, and conduct proceedings of, such meeting by means of electronic facilities. If at any meeting the chairman, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
64	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and/or from place to placeand/or from one form to another (i.e., a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the~~time and place of the~~ ~~adjourned meeting~~ ~~d~~etails as set out in Article 59(2) but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.
64A(1)	The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.	New Article
64A(2)	All general meetings are subject to the following: (a) where a Member attends the general meeting at a Meeting Location and/or in the case of a hybrid meeting, the place of where the meeting is held shall be at the principal Meeting Location;	New Article
	(a)

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
	(b) (c) (d)	where Members attend the general meeting in person (in the case of a Member being a corporation, by its duly authorised representative) or by proxy at a Meeting Location and/or Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened; where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the principal Meeting Location to participate in the meeting after the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and if any of the Meeting Locations is outside Hong Kong and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the principal Meeting Location; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Article Articles of Association) Remarks 64B Without prejudice to other provisions in Article 64, a physical New Article meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 66(1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/ or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
67	Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting.~~The Company shall only be required to disclose the voting~~ ~~figures on a poll if such disclosure is required by the rules of the~~ ~~Designated Stock Exchange.~~ The Chairman may determine that the results of the poll, if certified by scrutineer(s) appointed by the Company or by the Chairman or a Director or the Secretary, shall be published on the Company’s website without the requirement for the results being declared at any meeting or adjourned meeting or postponed meeting. The publication on the Company’s website of the results of the relevant poll which shows that a resolution has been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the minutes of the proceedings of the Company shall, in the absence of manifest error, be conclusive evidence of such fact.
70	All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the~~Law~~ ~~A~~ct .In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.
73(2)	All Members [including a Member which is a Clearing House (or its nominee(s)] shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the rules of any Designated Stock Exchange, to abstain from voting to approve the matter under consideration.	New Article

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
73(3)	Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.	Renumber Article 73(2) as Article 73(3)
74	Subject to Article 73(3 ~~2~~ ~~)~~, ~~I~~ ~~i~~ f:
79	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the ~~n~~ ~~N~~ otice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, at which the instrument of proxy is used.
81(2)	If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right tospeak and to vote individually on a show of hands.
83(2)	Subject to the Articles and the~~Law~~ ~~A~~ct ,the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
83(3)		The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Directorso appointed by the Board~~to fill a casual vacancy shall hold office until~~ ~~the first general meeting of Members after his appointment and be~~ ~~subject to re-election at such meeting and any Director appointed by~~ ~~the Board as an addition to the existing Board~~ ~~s~~hall hold office only until thefirst annual general meeting of the Company after his appointment and shall then be eligible for re-election. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting. ~~next following annual~~ ~~general meeting of the Company and shall then be eligible for~~ ~~re-election.~~
83(6)		A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolutionof the Members at the meeting at which such Director is removed.
90		An alternate Director shall only be a Director for the purposes of the ~~Law~~ ~~A~~ct and shall only be subject to the provisions of the~~Law~~ ~~A~~ct insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent_mutatis mutandis_as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
98	Subject to the~~Law~~ ~~A~~ct and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.
101(3)(c)	to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the~~Law~~ ~~A~~ct .
107	The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the~~Law~~ ~~A~~ct ,to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
110(2)	The Board shall cause a proper register to be kept, in accordance with the provisions of the~~Law~~ ~~A~~ct ,of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the ~~Law~~ ~~A~~ct in regard to the registration of charges and debentures therein specified and otherwise.
124(1)	The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the ~~Law~~ ~~A~~ct and these Articles.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
125(2)	The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the~~Law~~ ~~A~~ct or these Articles or as may be prescribed by the Board.
127	A provision of the~~Law~~ ~~A~~ct or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.
128	The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the~~Law~~ ~~A~~ct or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the ~~Law~~ ~~A~~ct .
133	Subject to the~~Law~~ ~~A~~ct ,the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.
134	Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the ~~Law~~ ~~A~~ct .
143(1)	The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the~~Law~~ ~~A~~ct .The Company shall at all times comply with the provisions of the~~Law~~ ~~A~~ct in relation to the share premium account.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article		Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
146		The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the~~Law~~ ~~A~~ct :
147		The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the~~Law~~ ~~A~~ct or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.
152(1)		At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shallby ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
152(2)		The Members may, at any general meeting convened and held in accordance with these Articles, by~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.
153		Subject to the~~Law~~ ~~A~~ct the accounts of the Company shall be audited at least once in every year.
154		The remuneration of the Auditor shall be fixed by the~~Company~~ Members in general meeting~~or in such manner as the Members may~~ ~~determine~~ by ordinary resolution .
		~~eermn~~

APPENDIX II CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
163(1)	Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed_pari passu_amongst such~~m~~ ~~M~~ embers in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
163(2)	If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the~~Law~~ ~~A~~ct , divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

CHANGES INTRODUCED BY THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article	Provisions in the Second Amended and Restated Memorandum and Articles of Association (showing changes to the current Articles of Association)	Remarks
165	FINANCIAL YEAR Unless otherwise determined by the Directors, the financial year end of the Company shall be 31 of March in each year.	New Article
166	No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.	Renumber Article 165 as Article 166
167	No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the~~m~~ ~~M~~ embers of the Company to communicate to the public.	Renumber Article 166 as Article 167

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 Friday, 9 September 2022 at 11:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

As Ordinary Business:

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 2022;
(a) To re-elect Mr. Lau Chun Ming as Executive Director of the Company;
(b) To re-elect Mr. Lau Chun Ka as an Executive Director of the Company;
(c) To re-elect Mr. Ip Tin Chee, Arnold as Independent Non-executive Director of the Company;
(d) To authorise the Board of Directors of the Company to fix their remuneration; and
To re-appoint PricewaterhouseCoopers as Auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
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;

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).”

NOTICE OF ANNUAL GENERAL MEETING

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.”

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

As special business :

To consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution :

“ THAT :

(a) the proposed amendments to the current memorandum and articles of association of the Company (the “ Proposed Amendments ”), the details of which are set out in Appendix II to the circular of the Company dated 12 July 2022 be and are hereby approved;
(b) the second amended and restated memorandum and articles of association of the Company (the “ Second Amended and Restated Memorandum and Articles of Association ”), incorporating and consolidating all the Proposed Amendments (a printed copy of which being tabled before the meeting and initialled by the chairman of the meeting for identification purposes) be and is hereby adopted, confirmed and approved in substitution for and to the exclusion of the current memorandum and articles of association of the Company with immediate effect after the close of this meeting; and
(c) any Director be and is hereby authorised to do all things necessary to implement the adoption of the Second Amended and Restated Memorandum and Articles of Association.”

By order of the Board

Sam Woo Construction Group Limited Chan Sun Kwong Company Secretary

Hong Kong, 12 July 2022

Headquarters and principal place of business in Hong Kong: 10/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:

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.

NOTICE OF ANNUAL GENERAL MEETING

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.
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.
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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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.
The register of members of the Company will be closed from Tuesday, 6 September 2022 to Friday, 9 September 2022 (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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 5 September 2022.
As at the date hereof, the board of Directors comprises Mr. Lau Chun Ming, Mr. Lau Chun Kwok, Mr. Lau Chun Ka and Ms. Leung Lai So as Executive Directors; and Professor Wong Sue Cheun, Roderick, Mr. Chu Tak Sum and Mr. Ip Tin Chee, Arnold as Independent Non-executive Directors.

COVID-19 PRECAUTIONARY MEASURES

compulsory body temperature checks
mandatory wearing of surgical face mask throughout the meeting
no refreshment packs or coffee/tea will be provided

Any person who does not comply with the precautionary measures or is subject to any Hong Kong SAR Government prescribed quarantine may be denied entry into the meeting venue.

AI assistant

Sam Woo Construction Group Limited — Proxy Solicitation & Information Statement 2022

50893_rns_2022-07-11_d78cf6a0-1a40-462c-a839-163ef58fe463.pdf

SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司

(1) PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

(2) PROPOSED RE-ELECTION OF DIRECTORS,

(3) PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

COVID-19 PRECAUTIONARY MEASURES

CONTENTS

DEFINITIONS

DEFINITIONS

SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司

(1) PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, (2) PROPOSED RE-ELECTION OF DIRECTORS, (3) PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

RE-ELECTION OF RETIRING DIRECTORS

PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AGM

ACTION TO BE TAKEN

VOTING BY WAY OF POLL

CLOSURE OF REGISTER OF MEMBERS

RECOMMENDATION

RESPONSIBILITY STATEMENT

GENERAL INFORMATION

MISCELLANEOUS

SHARE CAPITAL

REASONS FOR BUY-BACKS

FUNDING AND IMPACT OF BUY-BACKS

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

UNDERTAKING OF THE DIRECTORS

EFFECT OF THE TAKEOVERS CODE

SHARE BUY-BACKS MADE BY THE COMPANY

SHARE PRICE

APPENDIX II

SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司

ORDINARY RESOLUTIONS

“ THAT :

“ THAT :

SPECIAL RESOLUTION

“ THAT :

COVID-19 PRECAUTIONARY MEASURES

More from Sam Woo Construction Group Limited

Sam Woo Construction Group Limited Proxy Solicitation & Information Statement 2022