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 – 1 – 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 提名委員會組成變動 委任執行董事 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」）董事（「董事」） 會（「董事會」）欣然宣佈，黃雅玲女士（「黃女士」）已獲委任為本公司執行董事，自 2025年6月30日起生效。 黃女士的履歷詳情如下︰ 黃 女 士 ， 37 歲 ， 於 地 基 行 業 的 項 目 管 理 及 營 運 方 面 擁 有 豐 富 經 驗 。 自 2017 年 至 2025年年初，黃女士於本公司間接全資附屬公司合記工程有限公司任職，擔任營 運及行政經理。多年來，彼負責本集團項目管理及營運的整體職能。彼處理不同 類型的招標程序及項目。彼 ...

[Annual Performance Overview](index=1&type=section&id=Annual%20Performance%20Overview) SWGRPH announced audited consolidated financial results for the year ended March 31, 2025, showing a shift from profit to loss, significant revenue decline, gross margin contraction, and a net loss due to increased impairment of financial assets and administrative expenses [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the company's revenue significantly decreased by 50.1% to HK$166,255 thousand, leading to a 58.3% reduction in gross profit. Despite an increase in other income and gains, the company shifted from a profit in the prior year to a loss this year due to a substantial rise in net impairment loss on financial assets and increased administrative expenses Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 166,255 | 333,430 | (167,175) | -50.1% | | Direct Costs | (140,916) | (272,636) | 131,720 | -48.3% | | Gross Profit | 25,339 | 60,794 | (35,455) | -58.3% | | Other Income and Other Gains | 8,768 | 4,391 | 4,377 | 99.7% | | Administrative and Other Operating Expenses | (31,912) | (22,352) | (9,560) | 42.8% | | Net Impairment Loss on Financial and Contract Assets | (9,223) | (52) | (9,171) | 17636.5% | | Operating (Loss)/Profit | (7,028) | 42,781 | (49,809) | -116.4% | | (Loss)/Profit Before Income Tax | (7,058) | 42,781 | (49,839) | -116.5% | | Income Tax Credit/(Expense) | 1,365 | (3,316) | 4,681 | -141.2% | | Total (Loss)/Profit and Comprehensive (Expense)/Income for the Year Attributable to Owners of the Company | (5,693) | 39,465 | (45,158) | -114.4% | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (1.42) | 9.87 | (11.29) | -114.4% | [Consolidated Statement of Financial Position](index=2&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's total assets remained stable year-on-year, total equity slightly decreased, and total liabilities increased, with a reduction in net current assets reflecting liquidity pressure Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current Assets | 16,530 | 12,614 | 3,916 | 31.0% | | Current Assets | 186,882 | 190,797 | (3,915) | -2.1% | | **Total Assets** | 203,412 | 203,411 | 1 | 0.0% | | **Equity** | | | | | | Share Capital | 40,000 | 40,000 | 0 | 0.0% | | Reserves | 100,020 | 105,713 | (5,693) | -5.4% | | **Total Equity** | 140,020 | 145,713 | (5,693) | -3.9% | | **Liabilities** | | | | | | Current Liabilities | 62,416 | 56,544 | 5,872 | 10.4% | | Non-current Liabilities | 976 | 1,154 | (178) | -15.4% | | **Total Liabilities** | 63,392 | 57,698 | 5,694 | 9.9% | | **Total Equity and Liabilities** | 203,412 | 203,411 | 1 | 0.0% | | Net Current Assets | 124,466 | 134,253 | (9,787) | -7.3% | | Net Assets | 140,020 | 145,713 | (5,693) | -3.9% | [Notes to the Consolidated Financial Statements](index=3&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details SWGRPH's general information, basis of presentation, significant accounting policies and changes, and specific explanations and analyses of various financial data, including revenue, other income, taxation, earnings per share, dividends, receivables and payables, share capital changes, pledged deposits, capital commitments, and contingent liabilities - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and on a historical cost basis[10](index=10&type=chunk) - The preparation of financial statements involves the use of certain critical accounting estimates and management judgments[10](index=10&type=chunk) [General Information and Basis of Presentation](index=3&type=section&id=General%20Information%20and%20Basis%20of%20Presentation) SWGRPH is an investment holding company incorporated in the Cayman Islands, primarily engaged in foundation engineering in Hong Kong, listed on the SEHK Main Board, and ultimately controlled by Mega City Holdings Limited, with financial statements presented in HKD - The Company is an investment holding company, and the Group is principally engaged in undertaking foundation works in Hong Kong[6](index=6&type=chunk) - The Company was incorporated in the Cayman Islands on May 3, 2016, and its shares were listed on the Main Board of the Stock Exchange of Hong Kong on September 28, 2016[6](index=6&type=chunk) - As at March 31, 2025, its parent company and ultimate holding company was Mega City Holdings Limited, owned **40%** by Mr. Wong Yan Hung, **30%** by Mr. Wong Yee Bong, and **30%** by Mr. Lai Kwok Fai respectively[6](index=6&type=chunk) - The consolidated financial statements are presented in Hong Kong dollars, which is also the functional currency of the Company[8](index=8&type=chunk) [Significant Accounting Policies](index=3&type=section&id=Significant%20Accounting%20Policies) This section outlines the key accounting policies applied in preparing the consolidated financial statements, including the basis of preparation and the revised Hong Kong Financial Reporting Standards effective this year and those issued but not yet effective [Basis of Preparation](index=3&type=section&id=Basis%20of%20Preparation) SWGRPH's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, SEHK Listing Rules, and applicable disclosure requirements of the Hong Kong Companies Ordinance, primarily using the historical cost convention and involving key accounting estimates and management judgments - The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA[10](index=10&type=chunk) - The consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance (Cap. 622)[10](index=10&type=chunk) - The consolidated financial statements are prepared on the historical cost basis, except where otherwise stated in the Group's accounting policies[10](index=10&type=chunk) [Changes in Accounting Policies and Disclosures](index=4&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) This year, the Group first applied several revised Hong Kong Financial Reporting Standards, which had no significant impact on the financial position or performance of the current or prior years; new and revised standards issued but not yet effective, including HKFRS 18 'Presentation and Disclosure in Financial Statements,' are expected to be effective in 2027 and may affect future income statement presentation and related disclosure requirements - The application of the revised Hong Kong Financial Reporting Standards in the current year had no significant impact on the Group's financial position and performance for the current and prior years and/or the disclosures contained in these consolidated financial statements[11](index=11&type=chunk) - The Group has not early applied a number of new and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[12](index=12&type=chunk) - HKFRS 18 'Presentation and Disclosure in Financial Statements' will be effective for annual periods beginning on or after **January 1, 2027**, and is expected to impact the presentation of the statement of profit or loss and related disclosure requirements in future financial statements[14](index=14&type=chunk) [Revenue and Segment Information](index=6&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily from construction contract receipts significantly decreased by 50.1% to HK$166,255 thousand in FY2025; as all operations and non-current assets are located in Hong Kong, the Group is considered a single operating segment, and no segment or geographical information is presented - Revenue represents the Group's turnover, which refers to receipts from construction contracts in the ordinary course of business[15](index=15&type=chunk) - The chief operating decision maker is identified as the Board of Directors, which views the Group's business as a single operating segment[15](index=15&type=chunk) - The Group operates solely in Hong Kong, and all non-current assets are located in Hong Kong, thus no segment information or geographical information is presented[15](index=15&type=chunk) [Revenue Composition](index=6&type=section&id=Revenue%20Composition) For the year ended March 31, 2025, the Group's total revenue was HK$166,255 thousand, a 50.1% decrease year-on-year, with main contract revenue at HK$117,130 thousand and sub-contract revenue at HK$49,125 thousand Revenue Composition | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Main Contracts | 117,130 | 242,884 | (125,754) | -51.8% | | Sub-contracts | 49,125 | 90,546 | (41,421) | -45.7% | | **Total Revenue** | **166,255** | **333,430** | **(167,175)** | **-50.1%** | [Major Customer Information](index=6&type=section&id=Major%20Customer%20Information) In FY2025, Customer A remained a major client but with significantly reduced contribution, while Customers E, F, and G emerged as new major clients, and prior year's major clients B and C contributed less than 10% of total revenue Major Customers Contributing Over 10% of Total Revenue | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 26,210 | 117,485 | | Customer B | – | 48,555 | | Customer C | – | 45,712 | | Customer D | 17,037 | 41,720 | | Customer E | 37,508 | – | | Customer F | 27,293 | – | | Customer G | 22,516 | – | - In 2025, Customers E, F, and G became new major customers, with their revenue contributions exceeding **10% of total revenue**[16](index=16&type=chunk) - Major customers B and C from 2024 did not contribute **10% of total revenue** in 2025[16](index=16&type=chunk) [Other Income and Other Gains](index=7&type=section&id=Other%20Income%20and%20Other%20Gains) For the year ended March 31, 2025, total other income and other gains increased by 99.7% to HK$8,768 thousand, primarily driven by significant increases in project management fees and interest income, as well as the recognition of government grants Composition of Other Income and Other Gains | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Project Management Fees | 4,461 | 731 | 3,730 | 510.3% | | Interest Income | 3,585 | 2,432 | 1,153 | 47.4% | | Government Grants — Amortisation of Deferred Income | 140 | – | 140 | N/A | | Gain on Disposal of Property, Plant and Equipment | 10 | 26 | (16) | -61.5% | | Bad Debts Recovered | – | 556 | (556) | -100.0% | | Scrap Material Sales | 168 | 500 | (332) | -66.4% | | Rental Income | 213 | – | 213 | N/A | | Others | 191 | 146 | 45 | 30.8% | | **Total** | **8,768** | **4,391** | **4,377** | **99.7%** | - Project management fees significantly increased by **510.3% to HK$4,461 thousand**, and interest income grew by **47.4% to HK$3,585 thousand**[17](index=17&type=chunk) - Government grants of **HK$140 thousand** for machinery acquisition were recognized for the first time this year[17](index=17&type=chunk) [ (Loss)/Profit Before Income Tax](index=7&type=section&id=(Loss)%2FProfit%20Before%20Income%20Tax) For the year ended March 31, 2025, the company shifted from a profit before income tax of HK$42,781 thousand in the prior year to a loss of HK$7,058 thousand, primarily due to increased staff costs, depreciation of property, plant and equipment, and depreciation of right-of-use assets Composition of (Loss)/Profit Before Income Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment (included in direct costs) | 5,466 | 5,111 | 355 | 6.9% | | Staff Costs (included in direct costs) | 23,983 | 22,092 | 1,891 | 8.6% | | Auditor's Remuneration — Audit Services | 760 | 760 | 0 | 0.0% | | Auditor's Remuneration — Non-audit Services | 120 | 120 | 0 | 0.0% | | Depreciation of Property, Plant and Equipment (included in administrative and other operating expenses) | 1,896 | 1,663 | 233 | 14.0% | | Depreciation of Right-of-use Assets | 334 | 33 | 301 | 912.1% | | Expenses Relating to Short-term Leases Not Included in the Measurement of Lease Liabilities | 2,997 | 2,966 | 31 | 1.0% | | Staff Costs (including directors' emoluments) | 20,464 | 11,131 | 9,333 | 83.8% | - Staff costs (including directors' emoluments) included in administrative and other operating expenses significantly increased by **83.8% to HK$20,464 thousand**[18](index=18&type=chunk) - Depreciation of right-of-use assets notably increased by **912.1% to HK$334 thousand**[18](index=18&type=chunk) [Income Tax (Credit)/Expense](index=8&type=section&id=Income%20Tax%20%28Credit%29%2FExpense) For the year ended March 31, 2025, the Group recorded an income tax credit of HK$1,365 thousand, compared to an income tax expense of HK$3,316 thousand in the prior year, primarily due to zero Hong Kong profits tax provision as there was no taxable profit this year, and deferred tax shifting from an expense to a credit Income Tax (Credit)/Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current Income Tax — Hong Kong Profits Tax | – | 2,162 | (2,162) | -100.0% | | Deferred Tax (Credit)/Expense | (1,365) | 1,154 | (2,519) | -218.3% | | **Total** | **(1,365)** | **3,316** | **(4,681)** | **-141.2%** | - In 2025, no Hong Kong profits tax provision was made as the Group had no taxable profit arising in or derived from Hong Kong[19](index=19&type=chunk) [ (Loss)/Earnings Per Share](index=8&type=section&id=(Loss)%2FEarnings%20Per%20Share) For the year ended March 31, 2025, basic and diluted loss per share attributable to owners of the company was 1.42 HK cents, compared to earnings per share of 9.87 HK cents in the prior year, reflecting the company's shift from profit to loss (Loss)/Earnings Per Share | Metric | 2025 | 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | (Loss)/Profit for the Year Attributable to Owners of the Company (HK$ thousand) | (5,693) | 39,465 | (45,158) | -114.4% | | Weighted Average Number of Ordinary Shares (thousands) | 400,000 | 400,000 | 0 | 0.0% | | Basic (Loss)/Earnings Per Share (HK cents) | (1.42) | 9.87 | (11.29) | -114.4% | - The weighted average number of ordinary shares for the year ended March 31, 2025, has been adjusted for the effect of the share consolidation effective on September 17, 2024[20](index=20&type=chunk) - As no potential dilutive ordinary shares were issued in either year, diluted (loss)/earnings per share is equal to basic (loss)/earnings per share[21](index=21&type=chunk) [Dividends](index=9&type=section&id=Dividends) The Board of Directors decided not to recommend the payment of any dividends for the year ended March 31, 2025, consistent with the prior year - The Board of Directors did not and does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil)[22](index=22&type=chunk) [Trade and Other Receivables](index=9&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and other receivables increased to HK$55,581 thousand, with net trade receivables at HK$31,390 thousand after provision for credit losses, showing an increase in amounts over 90 days old and a significant rise in credit loss provision Trade and Other Receivables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables | 37,018 | 35,793 | 1,225 | 3.4% | | Less: Provision for Credit Losses | (5,628) | (218) | (5,410) | 2481.7% | | **Net Trade Receivables** | **31,390** | **35,575** | **(4,185)** | **-11.8%** | | Other Receivables, Deposits and Prepayments | 24,191 | 15,025 | 9,166 | 61.0% | | **Total** | **55,581** | **50,600** | **4,981** | **9.8%** | Aging Analysis of Trade Receivables (Net of Provision for Credit Losses) | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–30 days | 17,124 | 26,728 | | 31–60 days | 8,855 | 5,709 | | 61–90 days | – | 3,138 | | Over 90 days | 5,411 | – | | **Total** | **31,390** | **35,575** | - The credit period granted to customers generally ranges from **21 to 45 days** (2024: 30 to 45 days)[23](index=23&type=chunk) [Pledged Bank Deposits](index=9&type=section&id=Pledged%20Bank%20Deposits) As of March 31, 2025, total pledged bank deposits amounted to HK$7,160 thousand, an increase from the prior year, with HK$5,000 thousand for contract performance guarantees and HK$2,160 thousand pledged for bank facilities required for operations, at an effective annual interest rate of 3.54% Pledged Bank Deposits | Purpose | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Performance Bonds for Contract Fulfillment | 5,000 | 6,460 | (1,460) | -22.6% | | Bank Facilities for Operations | 2,160 | – | 2,160 | N/A | | **Total** | **7,160** | **6,460** | **700** | **10.8%** | - The effective annual interest rate for pledged bank deposits was **3.54%** (2024: 5.25%)[24](index=24&type=chunk) [Share Capital](index=10&type=section&id=Share%20Capital) On September 17, 2024, the company implemented a share consolidation, merging every ten shares of HK$0.01 par value into one consolidated share of HK$0.10 par value, adjusting the total issued share capital from 4,000,000,000 shares to 400,000,000 shares while maintaining the share capital amount at HK$40,000 thousand - On July 23, 2024, the Board proposed a share consolidation, where every ten issued and unissued shares of HK$0.01 par value would be consolidated into one consolidated share of **HK$0.10 par value**[25](index=25&type=chunk) - The share consolidation became effective on September 17, 2024, adjusting the total issued share capital from **4,000,000,000 shares to 400,000,000 shares**[26](index=26&type=chunk) Changes in Share Capital | Item | Number of Ordinary Shares (shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | As at April 1, 2023, March 31, 2024 and April 1, 2024 | 4,000,000,000 | 40,000 | | Share Consolidation | (3,600,000,000) | – | | **As at March 31, 2025** | **400,000,000** | **40,000** | [Trade and Other Payables](index=10&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables increased by 43.1% to HK$44,034 thousand year-on-year, with significant growth in both trade payables and accruals and other payables Trade and Other Payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 23,097 | 12,758 | 10,339 | 81.0% | | Retention Payables | 11,092 | 10,516 | 576 | 5.5% | | Accruals and Other Payables | 9,845 | 7,501 | 2,344 | 31.2% | | **Total** | **44,034** | **30,775** | **13,259** | **43.1%** | - Payment terms granted by suppliers are generally within **two months**[28](index=28&type=chunk) Aging Analysis of Trade Payables | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–30 days | 22,093 | 8,501 | | 31–60 days | 206 | 3,130 | | 61–90 days | – | 12 | | Over 90 days | 798 | 1,115 | | **Total** | **23,097** | **12,758** | [Capital Commitments](index=11&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group's contracted but unprovided capital expenditure amounted to HK$1,155 thousand, primarily for property, plant, and equipment, a significant decrease from the prior year Capital Commitments | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property, Plant and Equipment | 1,155 | 4,743 | (3,588) | -75.7% | [Performance Bonds and Contingent Liabilities](index=11&type=section&id=Performance%20Bonds%20and%20Contingent%20Liabilities) As of March 31, 2025, the Group's outstanding performance bonds were approximately HK$18,416 thousand, slightly lower than the prior year, primarily in the form of pledged deposits or corporate indemnity guarantees from insurance companies for construction contract performance - The Group's outstanding performance bonds were approximately **HK$18,416 thousand** (2024: approximately HK$18,969 thousand)[29](index=29&type=chunk) - Performance bonds will be released upon completion of the contracted works[29](index=29&type=chunk) - Save as disclosed, the Group had no other significant contingent liabilities as at March 31, 2025[30](index=30&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section details SWGRPH's operating environment, financial performance, and future outlook for the review year, facing market challenges with significant revenue and gross profit decline, leading to a shift from profit to loss, and management plans to expand the customer base through flexible pricing strategies and strict cost control to counter the market downturn, while also analyzing liquidity, capital structure, risk management, and employee policies [Business Review and Outlook](index=12&type=section&id=Business%20Review%20and%20Outlook) SWGRPH has over 20 years of experience in Hong Kong's foundation industry, specializing in various foundation works, with 10 ongoing projects totaling approximately HK$305.8 million as of March 31, 2025; however, the review year saw a significant 50.1% revenue decrease, gross margin contraction to 15.2%, and a net loss due to financial asset impairment and increased administrative expenses, prompting plans for flexible pricing and strict cost control to navigate the ongoing construction market downturn - The Group has over **20 years of history** in the foundation industry in Hong Kong, specializing in excavation and lateral support works, rock-socketed H-piling and mini-piling works, and pile cap construction works[31](index=31&type=chunk) - As at March 31, 2025, the Group had **10 ongoing projects** with original contract sums of approximately **HK$305.8 million**[31](index=31&type=chunk) - During the year under review, the Group's revenue recorded approximately **HK$166.3 million**, a decrease of approximately **HK$167.2 million or 50.1%** compared to the same period last year, mainly due to the substantial completion of large projects from previous years and a reduction in the value of newly awarded contracts[32](index=32&type=chunk) - The shrinking construction market has posed significant challenges for the Group, with the downturn expected to continue for the next **two years**[33](index=33&type=chunk) - The Group plans to expand its customer base through flexible pricing strategies and maintain strict cost control measures to achieve profitability[33](index=33&type=chunk) [Financial Performance Analysis](index=13&type=section&id=Financial%20Performance%20Analysis) This section analyzes the Group's financial performance during the review year, including revenue, gross profit, other income, administrative expenses, impairment losses, and net profit, showing a significant 50.1% revenue decline, substantial drops in gross profit and margin, and despite increased other income, higher administrative expenses and financial asset impairment losses ultimately led to a shift from profit to loss - During the year under review, the Group's revenue was approximately **HK$166.3 million**, a decrease of approximately **HK$167.2 million or 50.1%** compared to the same period last year[34](index=34&type=chunk) - Gross profit was approximately **HK$25.3 million**, a decrease of approximately **HK$35.5 million or 58.3%** compared to the same period last year, with the gross profit margin decreasing from **18.2% to 15.2%**[35](index=35&type=chunk) - Other income and other gains were approximately **HK$8.8 million**, an increase of approximately **HK$4.4 million or 99.7%** compared to the same period last year, mainly from project management fees and interest income[36](index=36&type=chunk) - Administrative and other operating expenses were approximately **HK$31.9 million**, an increase of approximately **HK$9.6 million or 42.8%** compared to the same period last year, primarily due to increased directors' and staff benefits[37](index=37&type=chunk) - Net impairment loss on financial and contract assets was approximately **HK$9.2 million**, a significant increase from approximately **HK$0.1 million** in the prior year, mainly due to increased expected credit losses on trade receivables and contract assets[39](index=39&type=chunk) - The Group recorded a net loss of approximately **HK$5.7 million** during the year under review (2024: net profit of approximately HK$39.5 million)[40](index=40&type=chunk) [Revenue](index=13&type=section&id=Revenue) During the review year, the Group's revenue was approximately HK$166.3 million, a significant decrease of approximately HK$167.2 million or 50.1% year-on-year, primarily due to the substantial completion of certain large foundation projects awarded in prior years and new projects being in their initial stages - The Group's revenue was approximately **HK$166.3 million**, a decrease of approximately **HK$167.2 million or 50.1%** compared to the same period for the year ended March 31, 2024[34](index=34&type=chunk) - The sharp decline in revenue was mainly due to the substantial completion of certain large foundation projects awarded in prior years, while newly awarded projects were in their initial stages during the year under review[34](index=34&type=chunk) [Gross Profit and Gross Profit Margin](index=13&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) During the review year, the Group's gross profit was approximately HK$25.3 million, a decrease of approximately HK$35.5 million or 58.3% year-on-year, with the gross profit margin falling by 3 percentage points to 15.2% from 18.2% in the prior year, attributed to reduced revenue and higher direct material and management costs in the initial stages of new foundation projects - The Group's gross profit was approximately **HK$25.3 million**, a decrease of approximately **HK$35.5 million or 58.3%** compared to the same period last year[35](index=35&type=chunk) - The gross profit margin was approximately **15.2%**, a decrease of **3 percentage points** from approximately **18.2%** in the same period last year[35](index=35&type=chunk) - The decrease in gross profit and gross profit margin was due to reduced revenue and higher direct material costs and direct management fees incurred in the initial stages of newly awarded foundation projects[35](index=35&type=chunk) [Other Income and Other Gains](index=13&type=section&id=Other%20Income%20and%20Other%20Gains) During the review year, the Group's other income and other gains were approximately HK$8.8 million, an increase of approximately HK$4.4 million or 99.7% year-on-year, primarily driven by project management fees (approximately HK$4.5 million) and interest income (approximately HK$3.6 million) - The Group's other income and other gains were approximately **HK$8.8 million**, an increase of approximately **HK$4.4 million or 99.7%** compared to the same period last year[36](index=36&type=chunk) - Other income and other gains for the year under review mainly comprised recognized project management fees of approximately **HK$4.5 million** (2024: approximately HK$0.7 million) and interest income of approximately **HK$3.6 million** (2024: approximately HK$2.4 million)[36](index=36&type=chunk) [Administrative and Other Operating Expenses](index=13&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) During the review year, administrative and other operating expenses were approximately HK$31.9 million, an increase of approximately HK$9.6 million or 42.8% year-on-year, primarily due to increased directors' and staff benefits, with the Group committed to maintaining strict control over general expenses - Administrative and other operating expenses were approximately **HK$31.9 million**, an increase of approximately **HK$9.6 million or 42.8%** compared to the same period last year[37](index=37&type=chunk) - This increase was due to increased directors' and staff benefits[37](index=37&type=chunk) - The Group will continue to maintain strict control over general expenses[38](index=38&type=chunk) [Net Impairment Loss on Financial and Contract Assets](index=14&type=section&id=Net%20Impairment%20Loss%20on%20Financial%20and%20Contract%20Assets) During the review year, the net impairment loss on financial and contract assets was approximately HK$9.2 million, a significant increase from approximately HK$0.1 million in the prior year, primarily due to increased expected credit losses on trade receivables and contract assets - Net impairment loss on financial and contract assets was approximately **HK$9.2 million** (2024: approximately HK$0.1 million)[39](index=39&type=chunk) - This was due to increased expected credit losses on trade receivables and contract assets[39](index=39&type=chunk) [Net (Loss)/Profit](index=14&type=section&id=Net%20%28Loss%29%2FProfit) As a result of the combined impact of the aforementioned financial performance, the Group recorded a net loss of approximately HK$5.7 million during the review year, shifting from a net profit of approximately HK$39.5 million in the prior year - The Group recorded a net loss of approximately **HK$5.7 million** during the year under review (2024: net profit of approximately HK$39.5 million)[40](index=40&type=chunk) [Liquidity, Financial Position and Capital Structure](index=14&type=section&id=Liquidity%2C%20Financial%20Position%20and%20Capital%20Structure) This section outlines the Group's liquidity, financial structure, and capital structure, including a share consolidation in September 2024 adjusting issued shares to 400,000,000, total bank balances of approximately HK$85.2 million as of March 31, 2025, and a gearing ratio of 0.43%, with the Group adopting a prudent treasury policy and monitoring liquidity - On September 17, 2024, the Company implemented a share consolidation, changing the total number of issued shares to **400,000,000 shares**[41](index=41&type=chunk) - As at March 31, 2025, the Group had total bank balances of approximately **HK$85.2 million** (2024: approximately HK$93.4 million)[41](index=41&type=chunk) - As at March 31, 2025, the gearing ratio (calculated as total borrowings divided by total equity) was **0.43%** (2024: nil)[43](index=43&type=chunk) - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments can always meet its funding requirements[42](index=42&type=chunk) [Treasury Policy](index=14&type=section&id=Treasury%20Policy) The Group adopts a prudent financial management approach for its treasury policy, with the Board closely monitoring liquidity to ensure that the liquidity structure of assets, liabilities, and other commitments consistently meets funding requirements - The Group adopts a prudent financial management approach for its treasury policy[42](index=42&type=chunk) - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments can always meet its funding requirements[42](index=42&type=chunk) [Gearing Ratio](index=14&type=section&id=Gearing%20Ratio) As of March 31, 2025, the Group's gearing ratio (calculated as total borrowings, including lease liabilities, divided by total equity) was 0.43%, compared to zero in the prior year, indicating an increase in debt levels - As at March 31, 2025, the gearing ratio (calculated as total borrowings, which include lease liabilities, divided by total equity) was **0.43%** (2024: nil)[43](index=43&type=chunk) [Pledge of Assets](index=14&type=section&id=Pledge%20of%20Assets) As of March 31, 2025, the Group had pledged approximately HK$5.0 million in bank deposits as performance bonds for contract fulfillment and an additional approximately HK$2.2 million in bank deposits as collateral for bank facilities required for operations - As at March 31, 2025, the Group had pledged bank deposits of approximately **HK$5.0 million** as performance bonds for the faithful performance of contracts between the Group's entities and customers (2024: approximately HK$6.5 million)[44](index=44&type=chunk) - The remaining approximately **HK$2.2 million** of bank deposits were pledged as bank facilities required for the Group's operations (2024: nil)[44](index=44&type=chunk) [Foreign Exchange Exposure](index=15&type=section&id=Foreign%20Exchange%20Exposure) As of March 31, 2025, the Group held approximately HK$19.4 million in USD-denominated bank deposits; however, due to the HKD's peg to the USD and the Group's operations and transactions being solely in HKD in Hong Kong, the directors consider the foreign exchange risk to be minimal, thus no derivative contracts were entered into for hedging - As at March 31, 2025, the Group had bank deposits of approximately **HK$19.4 million** denominated in US dollars[45](index=45&type=chunk) - As the Hong Kong dollar is pegged to the US dollar, the Group's exposure to US dollar currency risk is not significant[45](index=45&type=chunk) - As the Group operates solely in Hong Kong and all revenue and transactions are settled in Hong Kong dollars, the directors consider the Group's foreign exchange risk to be minimal[45](index=45&type=chunk) [Capital Expenditure and Commitments](index=15&type=section&id=Capital%20Expenditure%20and%20Commitments) This section details the Group's capital expenditure and future capital commitments during the review year, including an investment of approximately HK$10.5 million in property, plant, and equipment funded by internal resources, and capital commitments of approximately HK$1.2 million at year-end - During the year under review, the Group invested approximately **HK$10.5 million** in the purchase of property, plant and equipment[46](index=46&type=chunk) - All such capital expenditure was funded by internal resources[46](index=46&type=chunk) - As at March 31, 2025, the Group's capital commitments amounted to approximately **HK$1.2 million**[47](index=47&type=chunk) [Capital Expenditure](index=15&type=section&id=Capital%20Expenditure) During the review year, the Group invested approximately HK$10.5 million in the purchase of property, plant, and equipment, with all capital expenditure funded by internal resources - During the year under review, the Group invested approximately **HK$10.5 million** in the purchase of property, plant and equipment[46](index=46&type=chunk) - All such capital expenditure was funded by internal resources[46](index=46&type=chunk) [Capital Commitments](index=15&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group's capital commitments amounted to approximately HK$1.2 million, with no other significant capital commitments disclosed - As at March 31, 2025, the Group's capital commitments amounted to approximately **HK$1.2 million**[47](index=47&type=chunk) - Save as disclosed above, the Group had no other significant capital commitments as at March 31, 2025[48](index=48&type=chunk) [Performance Bonds and Contingent Liabilities](index=15&type=section&id=Performance%20Bonds%20and%20Contingent%20Liabilities) The Group issues performance guarantees for construction contracts, either as performance bonds secured by pledged deposits or corporate indemnity guarantees from insurance companies, with outstanding performance bonds totaling approximately HK$18.4 million as of March 31, 2025 - Certain customers of construction contracts undertaken by the Group require the Group's entities to issue performance guarantees for contracts in the form of performance bonds secured by pledged deposits[49](index=49&type=chunk) - The Group's entities provide corporate indemnity guarantees to insurance companies that have issued performance bonds[49](index=49&type=chunk) - As at March 31, 2025, the outstanding amount of performance bonds for which the Group's entities provided corporate indemnity guarantees was approximately **HK$18.4 million** (2024: approximately HK$19.0 million)[49](index=49&type=chunk) - Save as disclosed above, the Group had no other significant contingent liabilities as at March 31, 2025[50](index=50&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries and Associates](index=16&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) During the review year, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates - During the year under review, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates[51](index=51&type=chunk) [Significant Investments](index=16&type=section&id=Significant%20Investments) During the review year, the Group did not make any significant investments - During the year under review, the Group had no significant investments[52](index=52&type=chunk) [Final Dividends](index=16&type=section&id=Final%20Dividends) The Board of Directors resolved not to recommend the declaration of any final dividends for the review year - The Board of Directors resolved not to recommend the declaration of any final dividends for the year under review[53](index=53&type=chunk) [Future Plans for Material Investments or Capital Assets](index=16&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) During the review year, the Group had no other future plans for material investments or capital assets - During the year under review, the Group had no other plans for material investments or capital assets[54](index=54&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed 59 full-time employees, an increase of 5 from the prior year; remuneration policy is based on market terms, individual performance, qualifications, and experience, with performance-linked bonuses to attract and retain talent; total staff costs for the review year were approximately HK$44.4 million, an increase from the prior year - As at March 31, 2025, the Group employed a total of **59 full-time employees** (including executive directors), compared to **54 full-time employees** as at March 31, 2024[55](index=55&type=chunk) - Remuneration is determined with reference to market terms and the performance, qualifications, and experience of individual employees[55](index=55&type=chunk) - The total staff costs incurred by the Group during the year under review were approximately **HK$44.4 million**, compared to approximately **HK$33.2 million** for the same period for the year ended March 31, 2024[55](index=55&type=chunk) [Events After the Reporting Period](index=16&type=section&id=Events%20After%20the%20Reporting%20Period) As of March 31, 2025, and up to the date of this announcement, the Group had not undertaken any significant events after the reporting period - The Group had not undertaken any significant events after March 31, 2025, and up to the date of this announcement[56](index=56&type=chunk) [Corporate Governance/Other Information](index=17&type=section&id=Corporate%20Governance%2FOther%20Information) This section outlines SWGRPH's corporate governance practices, including compliance with the Corporate Governance Code and Model Code for Securities Transactions by Directors, the establishment of an Audit Committee, and confirmation of compliance throughout the review year; it also covers share option schemes, competing interests, securities transactions, directors' contractual interests, public float, AGM arrangements, and auditor's scope of work [Compliance with the Corporate Governance Code](index=17&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The Group is committed to maintaining good corporate governance to protect shareholders' interests and ensure effective accountability, having adopted and applied the Corporate Governance Code in Appendix C1 of the SEHK Listing Rules, and confirms compliance with all applicable code provisions throughout the review year and up to the announcement date - The Group is committed to maintaining good corporate governance to protect shareholders' interests and achieve effective accountability[57](index=57&type=chunk) - The Company has adopted and applied the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[57](index=57&type=chunk) - The Company has complied with all applicable code provisions set out in the Corporate Governance Code throughout the year under review and up to the date of this announcement[57](index=57&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers](index=17&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as its standard for directors' securities dealings; all directors confirmed compliance with the required standards throughout the review year and up to the announcement date after specific inquiry - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules as its standard for directors' securities dealings[58](index=58&type=chunk) - All directors confirmed, after specific inquiry, that they have complied with the required standards set out in the Model Code throughout the year under review and up to the date of this announcement[58](index=58&type=chunk) [Share Option Scheme](index=17&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on September 3, 2016, to attract and retain talent and incentivize contributions to Group performance; since its adoption, no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options as of March 31, 2025 - The Company adopted a share option scheme on **September 3, 2016**[59](index=59&type=chunk) - The primary purpose of the share option scheme is to attract and retain the best personnel, provide incentives, and drive excellent performance for the Group's business[59](index=59&type=chunk) - Since the adoption of the share option scheme on September 3, 2016, no share options have been granted, exercised, cancelled, or lapsed under the scheme[59](index=59&type=chunk) - As at March 31, 2025, there were no outstanding share options[59](index=59&type=chunk) [Competing Interests](index=17&type=section&id=Competing%20Interests) Directors confirmed that during the review year, other than their interests in the Group's business, the Company's controlling shareholders and their respective close associates had no interests in any business that competes or is likely to compete, directly or indirectly, with the Group's business - The directors confirmed that during the year under review, save for their interests in the Group's business, the Company's controlling shareholders and their respective close associates had no interests in any business that competes or is likely to compete, directly or indirectly, with the Group's business[60](index=60&type=chunk) [Purchase, Sale or Redemption of the Company's Securities](index=18&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Securities) During the review year and up to the date of this announcement, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities - During the year under review and up to the date of this announcement, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities[61](index=61&type=chunk) [Directors' Material Contractual Interests](index=18&type=section&id=Directors%27%20Material%20Contractual%20Interests) During the review year, no director had any material interest, directly or indirectly, in any contract entered into by the Company or any of its subsidiaries that was significant to the Group's business - During the year under review, no director had any material interest, directly or indirectly, in any contract entered into by the Company or any of its subsidiaries that was significant to the Group's business[62](index=62&type=chunk) [Sufficiency of Public Float](index=18&type=section&id=Sufficiency%20of%20Public%20Float) Based on publicly available information and to the best of the directors' knowledge, the Company confirmed that it maintained a sufficient public float for its shares as stipulated by the Listing Rules throughout the review year and up to the date of this announcement - The directors confirmed that, based on publicly available information and to the best of their knowledge, the Company maintained a sufficient public float for its shares as stipulated by the Listing Rules throughout the year under review and up to the date of this announcement[63](index=63&type=chunk) [Annual General Meeting and Share Transfer Registration Procedures](index=18&type=section&id=Annual%20General%20Meeting%20and%20Share%20Transfer%20Registration%20Procedures) The 2025 Annual General Meeting will be held on August 28, 2025; to determine shareholders' eligibility to attend and vote, the Company will suspend Hong Kong share transfer registration from August 25, 2025, to August 28, 2025 - The 2025 Annual General Meeting will be held on **Thursday, August 28, 2025**[64](index=64&type=chunk) - The Company will suspend Hong Kong share transfer registration from **Monday, August 25, 2025, to Thursday, August 28, 2025** (both dates inclusive)[65](index=65&type=chunk) - To be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar by **4:30 p.m. on Friday, August 22, 2025**[65](index=65&type=chunk) [Audit Committee](index=18&type=section&id=Audit%20Committee) The Company established an Audit Committee on September 3, 2016, comprising three independent non-executive directors with Mr. Tam Wai Tak as Chairman; its main responsibilities include reviewing financial information, overseeing financial reporting, risk management, and internal control procedures, and it has reviewed the consolidated financial statements for the review year, deeming them prepared in compliance with applicable accounting standards and requirements - The Company established an Audit Committee on **September 3, 2016**, with written terms of reference in compliance with the Corporate Governance Code[66](index=66&type=chunk) - The Audit Committee comprises all three independent non-executive directors, namely Mr. Tam Wai Tak, Mr. Lo Ka Ho, and Mr. Leung Wai Lim, with Mr. Tam Wai Tak serving as the Chairman of the Audit Committee[67](index=67&type=chunk) - The Audit Committee has reviewed the consolidated financial statements for the year under review and is of the opinion that the results were prepared in compliance with applicable accounting standards and requirements and the Listing Rules, and that adequate relevant disclosures have been made[67](index=67&type=chunk) [Scope of Work of the Auditor](index=19&type=section&id=Scope%20of%20Work%20of%20the%20Auditor) The Group's auditor, National Alliance CPA Limited, has agreed that the figures in the annual results announcement for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes as of and for the year ended March 31, 2025, are consistent with those in the Group's consolidated financial statements; the work performed by the auditor in this regard does not constitute an assurance engagement, and thus no assurance has been provided on this annual results announcement - The Group's auditor, National Alliance CPA Limited, has agreed that the figures in the annual results announcement for the Group's consolidated statement of financial position as at March 31, 2025, the consolidated statement of profit or loss and other comprehensive income for the year ended March 31, 2025, and the related notes are consistent with the amounts contained in the Group's consolidated financial statements for the year ended March 31, 2025[68](index=68&type=chunk) - The work performed by National Alliance CPA Limited in this regard does not constitute an assurance engagement, and accordingly, no assurance has been provided on this annual results announcement[68](index=68&type=chunk) [Acknowledgement](index=19&type=section&id=Acknowledgement) The Board of Directors extends its sincere gratitude to the management team and staff for their tireless efforts and contributions, and to shareholders, investors, and business partners for their trust and support - The Board of Directors takes this opportunity to express its sincere gratitude to the management team and staff for their tireless efforts and contributions, and to our shareholders, investors, and business partners for their trust and support[69](index=69&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=19&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Annual%20Report) The Company's annual results announcement has been published on the SEHK website and the Company's website; the annual report for the review year will be dispatched to shareholders and published on the SEHK and Company websites in due course - The Company's annual results announcement has been published on the SEHK website (www.hkexnews.hk) and the Company's website (www.swgrph.com) respectively[70](index=70&type=chunk) - The Company's annual report for the year under review will be dispatched to the Company's shareholders and published on the SEHK and the Company's websites respectively in due course[70](index=70&type=chunk)

Group 1: Regulatory and Industry News - The Financial Regulatory Bureau has issued a notice to the industry stating that the dividend levels of participating insurance must not engage in "involutionary" competition [3] - In the photovoltaic sector, a "production reduction order" is expected to be upgraded in the third quarter, with a 10% decrease in operating rates and low-price sales subject to audit [3] - A video conference was held by three departments to strengthen the safety management of new energy vehicles, emphasizing not to engage in "involutionary" competition and not to sacrifice product performance or quality for short-term cost reduction [3] Group 2: Company-Specific News - The Shenzhen Stock Exchange has included Heng Rui Pharmaceutical in the list of eligible securities for Hong Kong Stock Connect [3] - Sanhua Intelligent Control has set the offering price for its H-shares at HKD 22.53 per share [3] - Feifan Lingyue has acquired a total of 18.09 million shares of Li Ning [3] - Jin Jing New Energy has officially launched a global lithium battery recycling network platform in collaboration with Yiwei Lithium Energy [3] - Nanjing Panda Electronics is selling its ENC equity to optimize its asset structure [3] - HYPEBEAST reported an annual loss of HKD 21.031 million, transitioning from profit to loss year-on-year [3] - NIO is speculated to be seeking strategic investors for its chip business, although this remains unconfirmed [3] - OK Blockchain Chain expects its annual loss attributable to shareholders to be no more than HKD 20 million, narrowing year-on-year [3] - Huadian International Power has received approval from the China Securities Regulatory Commission for the registration of its infrastructure REIT [3] - Xunhe Group anticipates an annual net loss of approximately HKD 4 million to HKD 7 million, transitioning from profit to loss year-on-year [3] - Shandong Xinhua Pharmaceutical has completed the Phase II clinical trial for OAB-14, a treatment for mild to moderate Alzheimer's disease, with the first patient enrolled in China [3]

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]