10:35     SAM WOO<02322> - Announcement (1)                                   

    The Stock Exchange of Hong Kong Limited takes no responsibility           
    for the contents of this announcement, makes no representation            
    as to its accuracy or completeness and expressly disclaims any            
    liability whatsoever for any loss howsoever arising from or in            
    reliance upon the whole or any part of the contents of this               
    announcement.                                                             
                                                                              
    SAM WOO HOLDINGS LIMITED                                                  
    *                                                                         
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 2322)                                                        
                                                                              
    CONTINUING CONNECTED TRANSACTION                                          
    VESSEL CHARTER AGREEMENTS                                                 
                                                                              
    The Board announces that a wholly-owned subsidiary of the Company         
    had entered into the First Charter Agreement and the Second               
    Charter Agreement with the Vessel Owner on 25th January, 2005             
    whereby the Subsidiary agreed to hire the First Barge and the             
    Second Barge from the Vessel Owner for a period of twelve months          
    at a monthly charter fee of HK$250,000 and HK$100,000 respective.         
                                                                              
    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              
    and are required to be disclosed by this announcement. 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. Details of the Continuing Connected               
    Transaction will be included in the Company's next published              
    annual report.                                                            
                                                                              
    DETAILS OF THE FIRST CHARTER AGREEMENT AND THE SECOND CHARTER             
    AGREEMENT                                                                 
                                                                              
    The Board announces that a wholly-owned subsidiary of the Company         
    had entered into the First Charter Agreement and the Second               
    Charter Agreement with the Vessel Owner on 25th January, 2005             
    whereby the Subsidiary agreed to hire the Crane Barge and the             
    Split Hopper Barge from the Owner for a period of twelve months           
    at a monthly charter fee of HK$250,000 and HK$100,000 respective.         
                                                                              
    The principal terms of the First Charter Agreement and Second             
    Charter Agreement are summarized below.                                   
                                                                              
    Owner   :       Sam Woo Ship Building Limited                             
                                                                              
    Charterer       :       Sam Woo Bore Pile Foundation Limited              
                                                                              
    Subject of charter                                                        
      First Charter Agreement       :       A Non-Merchandised Class IV       
    Crane Barge                                                               
                                                                              
      Second Charter Agreement      :       A Non-Merchandised Class II       
    Split Hopper Barge