Shun Wo Group Holdings Limited 汛 和 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1591） 盈利警告 本公告乃汛和集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據 香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09 (2) (a)條及香港法例 第571章證券及期貨條例第XIVA部的內幕消息條文（ 定義見上市規則 ）而刊發。 本公司董事會（「董事會」）謹此知會本公司股東（「股東」）及有意投資者，根據對本 集 團截 至2025 年 3 月 31 日 止年 度未 經 審核 綜合 管理 賬 目的 初步 審 閱， 本集 團 預期 錄得虧損淨額介乎約4百萬港元至7 百萬港元，而截至2024年3月31日止年度則錄 得純利約39.5百萬港元。董事會認為，轉盈為虧乃主要由於（ 其中包括 ）(i)因地基 行業低迷導致收益大幅減少；(ii)新獲授項目產生的直接成本金額增加；(iii)金融 資產及合約資產的減值虧損增加；及(iv)截至2025年3月31日止年度的行政及經營 開支增加。 香 港 交 易 及 結 算 所 有 限 公 司 及 香 ...

汛 和 集 團 控 股 有 限 公 司 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Shun Wo Group Holdings Limited 於本公告日期，本公司執行董事為黃仁雄先生、黃義邦先生、黎國輝先生及杜潔 雯女士，而本公司獨立非執行董事為羅嘉豪先生、梁唯亷先生及譚偉德先生。 （股份代號：1591） 董事會會議日期 汛和集團控股有限公司 主席 黃仁雄 （於開曼群島註冊成立的有限公司） 香港，二零二五年六月十一日 汛和集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，董事會會議將於 二零二五年六月二十六日（ 星期四 ）舉行，藉以（ 其中包括 ）考慮及批准本公司及其 附屬公司截至二零二五年三月三十一日止年度之全年業績及其發佈，以及考慮建 議派發末期股息（ 如有 ）和處理任何其他事務。 承董事會命 ...

Shun Wo Group Holdings Limited 汛和集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) (Stock Code 股份代號: 1591) N OT IF IC ATI ON LET TE R 通 知 信 函 9 December 2024 Should you have any queries relating to any of the above matters, please call the Company's telephone hotline at (852) 2153 1 688 during business hours from 9:00 a.m. to 5:00 p.m. Monday to Friday, excluding public holidays or send an email to shunwo@boardroomlimited.com. Yours faithfully, For and on behalf of Shun ...

Shun Wo Group Holdings Limited 汛和集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) (Stock Code 股份代號: 1591) N OT IF IC ATI ON LET TE R 通 知 信 函 9 December 2024 Dear Registered Shareholders, Shun Wo Group Holdings Limited (the "Company") – Notice of Publication of Interim Report 2024 (the "Current Corporate Communication(s)") The English and Chinese versions of the Company's Current Corporate Communication(s) are available on the Company's website at www.swgrph.com (the "C ...

執行董事 黃仁雄先生 （ 主席 ） 黃義邦先生 （ 行政總裁 ） 黎國輝先生 （ 營運總裁 ） 杜潔雯女士 獨立非執行董事 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Shun Wo Group Holdings Limited 汛 和 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1591） 董事名單與其角色和職能 汛和集團控股有限公司董事會（「董事會」）成員載列如下： 香港，2024年12月3日 羅嘉豪先生 梁唯亷先生 譚偉德先生 董事會已成立三個委員會，該等委員會的成員載列如下： 附註： C：相關董事委員會的主席 M：相關董事委員會的成員 | | 董事委員會 | 審核 | 薪酬 | 提名 | | --- | --- | --- | --- | --- | | 董事 | | 委員會 | 委員會 | 委員會 | | 黃仁雄先生 | | — | — | ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Shun Wo Group Holdings Limited 汛 和 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1591） 委任執行董事及遵守上市規則第13.92條規定 委任執行董事 杜女士，55歲，於審計及會計領域擁有逾20年經驗。杜女士於2022年11月30日獲 委任為本公司公司秘書及授權代表，並自2022年10月起擔任本公司附屬公司合記 工 程 有 限 公 司 之 財 務 經 理 。 在 加 入 本 集 團 前 ， 杜 女 士 於 2 0 1 9 年 1 2 月 至 2 0 2 1 年 1月期間擔任Tyrone Chiu C .P .A . Limited之審計總監，並於2005年9月至2019年11 月 期 間 於 珀 麗 酒 店 控 股 有 限 公 司（ 現 稱 大 灣 區 聚 變 力 量 控 ...

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 64,040,000, a decrease from HKD 234,849,000 in the same period of 2023, representing a decline of approximately 72.7%[3] - The gross loss for the period was HKD 4,888,000, compared to a gross profit of HKD 34,080,000 in the previous year, indicating a significant shift in profitability[3] - The net loss attributable to the owners of the company for the period was HKD 5,077,000, compared to a profit of HKD 32,930,000 in the same period of 2023[3] - Basic and diluted loss per share was HKD 1.27, a decrease from earnings of HKD 8.23 in the prior year[3] - Revenue for the period decreased by approximately HKD 170.8 million or 72.7% to approximately HKD 64.0 million, attributed to the completion of several large foundation engineering projects from previous years[64] - Gross profit decreased to approximately HKD 5.0 million, down approximately HKD 39.3 million from approximately HKD 44.3 million in the same period of 2023, with a gross profit margin decline of 11.0 percentage points to approximately 7.9%[65] Cash Flow and Liquidity - For the six months ended September 30, 2024, the company reported a net cash flow from operating activities of HKD (5,670) thousand, a significant decrease from HKD 19,409 thousand in the same period of 2023[12] - The company reported a decrease in cash flow from operating activities, indicating potential challenges in operational efficiency[12] - Cash and cash equivalents at the end of the period were HKD 82,173 thousand, an increase from HKD 63,850 thousand at the end of the same period in 2023[12] - The total cash and cash equivalents as of September 30, 2024, were HKD 82,173,000, down from HKD 93,395,000 as of March 31, 2024, indicating a decrease of 12.0%[38] - As of September 30, 2024, the group had total bank balances of approximately HKD 82.2 million, down from approximately HKD 93.4 million as of March 31, 2024[72] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 193,172,000, down from HKD 203,411,000 as of March 31, 2024, reflecting a decrease of approximately 5.9%[5] - Total liabilities decreased to HKD 52,536,000 from HKD 57,698,000, indicating a reduction of about 8.9%[8] - The company recognized revenue from main contracting services of HKD 47,937 thousand and from subcontracting services of HKD 16,103 thousand for the six months ended September 30, 2024[22] - As of September 30, 2024, trade receivables amounted to HKD 22,615 thousand, net of expected credit loss provisions of HKD 2,990 thousand[36] - Trade payables as of September 30, 2024, were HKD 9,326,000, a decrease of 26.5% from HKD 12,758,000 as of March 31, 2024[46] Operational Challenges - The company has not reported any new product launches or significant market expansions during this period[2] - Future outlook remains cautious due to the current financial performance and market conditions, with no specific guidance provided for the upcoming quarters[2] - The company is expected to continue facing challenges in revenue generation based on the current performance trends observed[12] - The group recorded a net loss of approximately HKD 5.1 million for the period, compared to a net profit of approximately HKD 32.9 million in the same period of 2023, primarily due to a significant decrease in revenue and increased direct material and management costs[61] Employee and Operational Costs - The company recorded direct costs of employee benefits amounting to HKD 9,962 thousand, a decrease from HKD 12,810 thousand in the prior year[26] - Total salary costs incurred during the period were approximately HKD 15.4 million, a decrease from approximately HKD 18.6 million in the same period last year[87] - Short-term employee benefits for the six months ended September 30, 2024, were HKD 3,125,000, an increase of 16.8% from HKD 2,675,000 for the same period in 2023[51] Corporate Governance and Compliance - The company confirms compliance with all applicable corporate governance codes during the reporting period[100] - The Audit Committee was established on September 3, 2016, to review the financial data and oversee the financial reporting system, risk management, and internal control procedures[107] - The Audit Committee consists of three independent non-executive directors, with Mr. Tan Wai Tak serving as the chairman[107] - The interim results have been reviewed by the Audit Committee, which believes that the preparation complies with applicable accounting standards and regulations[107] Shareholder Information - Major shareholders include Mei Cheng with a beneficial interest of 204,000,000 shares, representing 51.0% of the total shareholding[93] - Other significant shareholders include Kingkey Investment Fund SPC, holding 20,400,000 shares, which accounts for 5.1% of the total[93] - The total issued share capital was adjusted from 4,000,000,000 shares to 400,000,000 shares following a share consolidation effective September 17, 2024[44] - The board did not recommend the declaration of any interim dividend during the period[86]

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Shun Wo Group Holdings Limited 汛 和 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1591） 盈利警告公告 股東及有意投資者於買賣本公司證券時務請審慎行事。 承董事會命 汛和集團控股有限公司 主席 本公告乃汛和集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據 香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09 (2) (a)條及香港法例 第571章證券及期貨條例第XIVA部的內幕消息條文（ 定義見上市規則 ）而刊發。 本公司董事會（「董事會」）謹此知會本公司股東（「股東」）及有意投資者，根據對本 集 團 截 至 2024 年 9 月 30 日 止 六 個 月（「 本 期 間 」）未 經 審 核 綜 合 管 理 賬 目 的 初 步 審 閱 ，本 集團 ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Shun Wo Group Holdings Limited 汛 和 集 團 控 股 有 限 公 司 （ 於開曼群島註冊成立的有限公司） （股份代號：1591） 於本公告日期，本公司執行董事為黃仁雄先生、黃義邦先生及黎國輝先生，而本 公司獨立非執行董事為羅嘉豪先生、梁唯亷先生及譚偉德先生。 汛和集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，董事會會議將於 2024年11月26日（ 星期二 ）舉行，藉以（ 其中包括 ）考慮及批准本公司及其附屬公司 截 至2024 年 9 月 30 日止 六 個月 期間 之 未經 審核 中期 業 績及 其發 佈 ，以 及考 慮 宣派 中期股息（ 如有 ）。 承董事會命 汛和集團控股有限公司 主席 黃仁雄 香港，2024年11月11日 董事會會議日期 ...

Financial Performance - The company's revenue for the fiscal year ending March 31, 2024, increased to approximately HKD 333.4 million, representing a stable growth of 6.6% compared to HKD 312.9 million in the previous year[10]. - Net profit for the fiscal year was approximately HKD 39.5 million, a significant increase from HKD 18.9 million in the previous fiscal year[5]. - Gross profit rose to approximately HKD 60.8 million, an increase of about 147.4% compared to the previous year's gross profit[13]. - The gross profit margin improved to approximately 18.2%, up by 10.3 percentage points from 7.9% in the previous year[13]. - Other income and gains for the year amounted to approximately HKD 4.4 million, an increase of about HKD 2.5 million or 135.4% compared to the same period last year[16]. - Administrative and other operating expenses were approximately HKD 22.4 million, an increase of about HKD 0.1 million or 0.3% compared to the same period last year[17]. - As of March 31, 2024, the total bank balance was approximately HKD 93.4 million, compared to approximately HKD 45.0 million as of March 31, 2023[22]. - The group had no outstanding debts as of March 31, 2024 and March 31, 2023[23]. - Capital expenditure for the year was approximately HKD 2.6 million for the purchase of properties, plants, and equipment, funded entirely by internal resources[29]. - The total amount of corporate indemnity guarantees provided was approximately HKD 19.0 million as of March 31, 2024, compared to approximately HKD 9.8 million as of March 31, 2023[33]. - Total salary costs for the year were approximately HKD 33.2 million, compared to approximately HKD 34.3 million for the previous year[42]. - As of March 31, 2024, the company’s distributable reserves are approximately HKD 30 million[193]. - The board has decided not to recommend any final dividend for the review year[194]. Operational Challenges - The company anticipates challenges in the foundation industry due to fierce competition and a decline in consumer property purchasing intent[6]. - Management plans to adjust bidding strategies to maintain competitiveness amid increasing price competition[11]. - The company expects to benefit from the Hong Kong government's measures to stimulate residential property demand, including the cancellation of cooling measures and the introduction of a talent admission scheme[11]. - Approximately HKD 23.6 million has been set aside for compensation related to delays in complex foundation projects, impacting gross and net profits[5]. - The future development of the foundation industry is contingent on the Hong Kong property market, which poses significant risks to the group's business[178]. - Compliance risks arise from the nature of the foundation industry, with potential changes in regulations impacting operational costs and business performance[179]. - The company reported a significant risk related to unpredictable geological conditions that may lead to increased costs and project difficulties[180]. - The company faces potential liabilities for damages to underground utility services during foundation works, which may not be covered by insurance[182]. - The company does not guarantee the acquisition of new business due to the absence of long-term agreements with clients, which may lead to significant impacts on its financial condition[183]. Corporate Governance - The company is committed to maintaining good corporate governance to protect shareholder interests and maximize shareholder value[56]. - The board regularly reviews the company's daily corporate governance practices and procedures to ensure compliance with relevant laws and regulations[56]. - The company has adopted the corporate governance code principles as outlined in the Hong Kong Stock Exchange Listing Rules[57]. - The board has established the company's mission and values, integrating environmental protection, social responsibility, and sustainable growth into its business strategy[58]. - The company emphasizes a strong corporate culture to guide employee behavior and ensure alignment with its mission and values[58]. - The board consists of six members, including three executive directors and three independent non-executive directors[60]. - The chairman of the board is Mr. Huang Renxiong, who is also the father of Mr. Huang Yibang[60]. - The company has a dedicated company secretary with over 20 years of experience in auditing and accounting[53]. - The company has implemented a standard code of conduct for directors regarding securities trading, ensuring compliance throughout the review period[59]. - The company has a technical director with over 40 years of experience in the construction industry, overseeing foundation engineering[52]. - The board currently consists of 6 male directors, with no female members, and plans to add one female director by December 2024 to enhance diversity[64]. - The company has established a formal and transparent policy to prohibit all forms of bribery and corruption, ensuring compliance with local laws and regulations[66]. - The board's dividend policy considers factors such as the group's operating performance, cash flow, and future capital requirements when determining dividend frequency and amount[66]. - The company has three independent non-executive directors, accounting for over one-third of the board, ensuring compliance with listing rules[70]. - The nomination committee will continue to monitor and review the implementation of the board diversity policy and propose amendments for consideration[65]. - The board is responsible for the overall management of the group, while daily operations are delegated to the management team led by the CEO[72]. - The company emphasizes the importance of gender diversity in hiring senior management and aims to build a pipeline of potential female successors for the board[64]. - The board's diversity policy includes considerations of gender, age, cultural background, and professional experience when selecting candidates[65]. - The company has a formal process for the nomination and selection of directors, ensuring adherence to the company's articles of association and relevant regulations[67]. - The board of directors held five meetings during the review year, with all members attending all meetings[85]. - The audit committee, consisting of three independent non-executive directors, reviewed the group's financial statements and confirmed compliance with applicable accounting standards[89]. - The audit committee held two meetings during the review year, with full attendance from all members[90]. - The company arranged appropriate insurance for all directors in relation to their duties[75]. - The company provided internal training for directors to enhance their knowledge and skills, covering relevant laws and regulations[77]. - The company conducted its annual general meeting on September 7, 2023, with all board members and external auditors present[83]. - The board of directors is responsible for approving major policies, financial statements, and capital expenditures[75]. - The company has established three board committees: the audit committee, nomination committee, and remuneration committee to oversee specific matters[86]. - The company has a clear board meeting procedure, with regular meetings held at least four times a year[79]. - The company has ensured that all directors have dedicated sufficient time and attention to the group's affairs during the review year[81]. - The Nomination Committee held two meetings during the review year, with all members attending both sessions[94]. - The Compensation Committee reviewed the overall compensation policy for all directors and senior management, ensuring it reflects performance and achievements[97]. - The range of senior management compensation during the review year included one individual earning between HKD 1,000,001 and HKD 1,500,000[98]. - The Group paid HKD 760,000 for audit services and HKD 120,000 for non-audit services during the review year[102]. - The Board confirmed its responsibility for risk management and internal control systems, assessing their effectiveness regularly[103]. - The Group employs a "three lines of defense" model for risk management, ensuring effective identification and mitigation of risks[103]. - The Group has established guidelines for approving and controlling expenditures to ensure financial reporting reliability and operational efficiency[104]. - The Nomination Committee reviewed the diversity and independence of board members and made recommendations for re-election of retiring directors[94]. - The Compensation Committee's recommendations are based on comparisons with similar-sized companies in the industry[97]. - The Group's internal control policies aim to identify and manage risks that could adversely affect business objectives[104]. - The company has established a whistleblowing procedure to allow employees to report concerns regarding financial reporting, internal controls, or potential violations confidentially[105]. - The board has appointed a company secretary, who has completed no less than 15 hours of professional training during the review year to enhance skills and knowledge[107]. - All shares of the company have the same voting rights and entitlement to dividends, as stated in the company's articles of association and the Cayman Islands Companies Law[108]. - The company has implemented a policy to ensure insider information is disclosed fairly and timely in accordance with applicable laws and regulations[106]. - The annual general meeting is scheduled for September 13, 2024, with a notice to be sent to shareholders at least 21 days prior to the meeting[116]. Environmental and Social Responsibility - The company aims to control energy consumption and waste emissions on construction sites while ensuring worker safety as part of its sustainability goals[121]. - The total energy consumption for the fiscal year 2024 was 237,067 kWh, an increase from 186,480 kWh in 2023, representing a 27% rise[135]. - The total greenhouse gas emissions equivalent to CO2 for fiscal year 2024 was 1,136 tons, up from 1,042 tons in 2023, indicating an increase of approximately 9%[135]. - Direct greenhouse gas emissions for fiscal year 2024 were 117 tons, compared to 97 tons in 2023, reflecting a 21% increase[135]. - The company reported a total water consumption of 18,848 cubic meters in 2024, which is a significant increase from 9,994 cubic meters in 2023, marking an 88% rise[135]. - The nitrogen oxides emissions were recorded at 404 kg in 2024, slightly down from 409 kg in 2023, showing a marginal decrease of about 1%[135]. - The company aims to reduce carbon emissions and enhance energy efficiency as part of its environmental policy[128]. - The company is committed to minimizing environmental impact while maintaining high-quality standards in service delivery[127]. - The company has established internal policies to comply with various environmental regulations in Hong Kong, including the Air Pollution Control Ordinance and Waste Disposal Ordinance[127]. - The company encourages stakeholder feedback to improve internal policies and operations, demonstrating a commitment to continuous improvement[125]. - The company emphasizes the importance of community engagement and pollution control as part of its corporate social responsibility initiatives[126]. - The total construction waste generated by the group increased significantly to 158,504 tons in the fiscal year 2024, compared to 91,321 tons in 2023, resulting in a waste density of 475 tons per million sales[138]. - The group reported a substantial increase in inert construction waste disposed of at public fill reception facilities, rising to 156,671 tons in 2024 from 91,032 tons in 2023[138]. - The company has complied with mandatory disclosure requirements regarding environmental, social, and governance (ESG) matters[164]. - The company reported compliance with key performance indicators related to resource usage and emissions[165]. - The company has established policies to reduce significant impacts on the environment and natural resources[167]. - The company has taken actions to manage significant climate-related issues that may affect its operations[167]. - The company has adhered to employment and labor standards, including policies on equal opportunities and non-discrimination[167]. - The company has reported on employee turnover rates categorized by gender, age group, and region[167]. - The company has implemented waste management strategies and set waste reduction targets[165]. - The company has disclosed its greenhouse gas emissions data and management strategies[165]. - The group has complied with safety work environment policies and regulations to protect employees from occupational hazards[169]. - The percentage of trained employees is categorized by gender and employee type, ensuring compliance with training policies[171]. - The group has implemented measures to prevent child labor and forced labor, adhering to relevant laws and regulations[171]. - The number of suppliers is categorized by region, demonstrating effective supply chain management practices[171]. - The group has reported on the number of product complaints and the corresponding response methods, ensuring product responsibility[173]. - The company recognizes the importance of community support and aims to improve the welfare of local disadvantaged groups through donations and assistance[121]. - The company donated HKD 38,000 to support organizations for children with rare diseases in September 2023[162]. - In February 2024, the company contributed HKD 10,000 to visit the Caritas Yuen Long Elderly Community Center, focusing on the mental and physical health of elderly residents[162]. - The group has not reported any incidents related to child labor or forced labor during the review period[139]. - The group provides various types of leave and benefits to ensure employee welfare and work-life balance[140]. - In the fiscal year 2024, the company recorded three work-related accidents, resulting in a total of 358 lost workdays for internal workers and 136 lost workdays for subcontractor workers[145]. - The average training hours per employee in fiscal year 2024 were 12.9 hours, with 85% of employees completing training, compared to 11.3 hours and 90% in fiscal year 2023[147]. - The company emphasizes a fair and competitive career development environment, ensuring performance evaluations are unbiased and based solely on talent[149]. - All 180 major suppliers in Hong Kong had no violations or significant threats to the environment during the review year[153]. - The company conducted seven anti-corruption training sessions with a total of four participants, and there were no corruption lawsuits or reports received during the review year[161]. - The company has implemented an environmental management system certified to ISO 14001:2015 standards to ensure compliance with environmental regulations[184]. - The company emphasizes the importance of employee welfare and offers competitive compensation and training opportunities to retain talent[188]. - The company aims to reduce reliance on major clients by undertaking larger projects with a diverse client base[189]. - The company maintains stable relationships with suppliers and subcontractors to effectively meet client needs[190].