10:35     SAM WOO<02322> - Announcement (2)                                   

    Charter period  :       12 months commencing from a day in January        
    2005 as to be advised by the Charterer                                    
                                                                              
    Charter fee                                                               
      First Charter Agreement       :       HK$250,000 per month              
                                                                              
      Second Charter Agreement      :       HK$100,000 per month              
                                                                              
    Total charter fee payable       :       HK$4,200,000                      
                                                                              
    Termination:    :       Early termination by the Charterer by giving one  
    month's written notice.                                                   
                                                                              
    PRINCIPAL ACTIVITIES OF THE SUBSIDIARY, THE GROUP AND THE VESSEL          
    OWNER                                                                     
                                                                              
    The principal activities of the Subsidiary and the Group are              
    foundation works, leasing of machinery and equipment for                  
    foundation works and trading of machinery and equipment. The              
    principal activities of the Vessel Owner are leasing and trading          
    of vessels and provision of marine engineering services.                  
                                                                              
    THE CONTINUING CONNECTED TRANSACTION                                      
                                                                              
    The Vessel Owner is a company jointly owned by Mr. Lau Chun Ming,         
    Mr. Lau Chun Kwok, Mr. Lau Chun Ka and Ms. Leung Lai So, whom             
    are also directors and beneficiary owner of 0.16%, 7.66%, 7.66%           
    and 60.16%, respectively, of the issued share capital of the              
    Company. The Vessel Owner is therefore a connected person as              
    defined under Rule 14A.11 of the Listing Rules and accordingly,           
    the transactions contemplated under the First Charter Agreement           
    and the Second Charter Agreement will constitute a continuing             
    connected transaction under Rule 14A.14 of the Listing Rules.             
                                                                              
    The total charter fee payable under the First Charter Agreement           
    and the Second Charter Agreement, being HK$4,200,000, falls               
    between 0.1% and 2.5% of the total assets of the Company as               
    reported in its latest interim report and between 2.5% and 25%            
    of the total market capitalization of the Company and is also             
    less than the threshold amount of HK$10,000,000. In accordance            
    with Rule 14A.34 of the Listing Rules, the Continuing Connected           
    Transaction is required to be disclosed by this announcement              
    and in the Company's next published annual report, but is exempt          
    from independent shareholders' approval.                                  
                                                                              
    REASON FOR THE TRANSACTION                                                
                                                                              
    The Subsidiary had recently contracted a construction project             
    for marine piling works, which involves the construction of an            
    underwater seawall of continuous bore piles as part of the                
    Central Reclamation Phase III project of the Territory                    
    Development Department. The duration of the construction                  
    contract is approximately 13 months commencing from 23 November           
    2004 and the Subsidiary requires the use of certain barges as             
    working platforms in the harbour and to carry out certain of              
    the contract works. The Vessel Owner has in its possession                
    certain barges that fit the working requirement of the Subsidiary.        
    The Subsidiary had negotiated with the Vessel Owner on an arm's           
    length basis with reference to fair market charter rate and               
    decided to enter into the Continuing Connected Transaction.               
                                                                              
    The Directors (including the independent non-executive                    
    directors) are of the opinion that the terms and conditions of            
    the First Charter Agreement and the Second Charter Agreement              
    are on normal commercial terms, fair, reasonable and in the               
    interests of the Company and the Group and its shareholders as            
    a whole and are entered into in the ordinary and usual course             
    of business on an arm's