股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 順興集團（控股）有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01637 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法 ...

[本中文譯本僅供參考之用。 如中文譯本之文義與英文原文有歧異之處，概以英文原文為準。] 公 司 法（ 經 修 訂 ） 獲豁免股份有限公司 SH Group (Holdings) Limited 順 興 集 團（ 控 股 ）有 限 公 司 – 2 – | 股息及其他付款 | 133-142 | | --- | --- | | 儲備 | 143 | | 資本化 | 144-145 | | 認購權儲備 | 146 | | 會計記錄 | 147-151 | | 審計 | 152-157 | | 通知 | 158-160 | | 簽署 | 161 | | 清盤 | 162-163 | | 彌償保證 | 164 | | 財政年度 | 165 | | 修改組織章程大綱及公司細則及公司名稱 | 166 | | 資料 | 167 | | 股東以電子方式發出的指示 | 168 | – 3 – 之 經修訂及重列 公司細則 （於2025年8月29日舉行的股東大會上通過特別決議採納） – 1 – 目錄 | 標題 | 細則編號 | | --- | --- | | 表A | 1 | | 詮釋 | 2 | | 股本 | 3 | | 更改股本 ...

SH GROUP (HOLDINGS) LIMITED 順興集團（控股）有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1637） 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的內容概不負 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倚賴該等內容而引致的任何損失承擔任何責任。 於二零二五年八月二十九日舉行之 股東週年大會投票結果 董事會欣然宣佈，於二零二五年八月二十九日舉行之股東週年大會上提呈之所有 決議案已獲股東以按股數投票表決方式正式通過。 茲提述順興集團（控股）有限公司（「本公司」）日期為二零二五年七月二十 三日之通函（「該通函」），當中載有（其中包括）本公司於二零二五年八月 二十九日舉行之股東週年大會（「股東週年大會」）之通告（「股東週年大會 通告」）。除本公告另有指明外，本公告所用詞彙與該通函所界定者具有相同 涵義。 董事會欣然宣佈，於二零二五年八月二十九日舉行之股東週年大會上，股東週 年大會通告所載之所有決議案（「決議案」或「該等決議案」）已獲股東以按 股數投票表決方式正式通過。 於股東週年大會日期，已發行股份總數為400,00 ...

(於開曼群島註冊成立的有限公司) STOCK CODE 股份代號：1637 ANNUAL REPORT 年報 2024-25 CONTENTS 目錄 | 2 | Corporate Information | | --- | --- | | | 公司資料 | | 4 | Chairman's Statement | | | 主席報告 | | 7 | Management Discussion and Analysis | | | 管理層討論及分析 | | 14 | Corporate Governance Report | | | 企業管治報告 | | 34 | Biographical Details of Directors and Senior Management | | | 董事及高級管理層履歷 | | 41 | Directors' Report | | | 董事報告 | | 54 | Independent Auditor's Report | | | 獨立核數師報告 | | 61 | Consolidated Statement of Profit or Loss and Other Comp ...

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的內容概不負責，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 或因倚賴該等內容而引致的任何損失承擔任何責任。 SH GROUP (HOLDINGS) LIMITED 順 興 集 團（ 控 股 ）有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1637） 截至二零二五年三月三十一日止年度 全年業績公告 財務摘要 （截至二零二五年三月三十一日止年度） 於二零二五年三月三十一日 | | | 於三月三十一日 | | | --- | --- | --- | --- | | | | 二零二五年 | 二零二四年 | | | 附註 | 千港元 | 千港元 | | 非流動資產 | | | | | 物業及設備 | | 16,520 | 17,387 | | 使用權資產 | | 503 | 2,350 | | 按金 | | 2,716 | 2,919 | | 按攤銷成本列賬的債務工具 | | 4,377 | 6,665 | | 按公平值計入損益的金融資產 | | 22,741 | 19,95 ...

Financial Performance - Revenue for the year ended March 31, 2024, was approximately HKD 876.18 million, a decrease of 8.2% compared to HKD 954.26 million in the previous year[3] - Gross profit for the same period was approximately HKD 16.29 million, an increase of 88.5% from HKD 8.66 million in the previous year[3] - Loss attributable to owners of the company for the year was approximately HKD 15.20 million, compared to a loss of HKD 11.00 million in the previous year, representing a 38.6% increase in losses[3] - Basic loss per share was approximately HKD 3.8 cents, compared to HKD 2.8 cents in the previous year[3] - The company reported a basic loss per share of HKD 0.038 from a loss of HKD 11.0 million in 2023 to a loss of HKD 15.2 million in 2024, with the number of ordinary shares remaining at 400 million[19] - Other income for fiscal year 2024 decreased by approximately HKD 740 million to about HKD 3.5 million, primarily due to the absence of government subsidies from the "Employment Support Scheme" in Hong Kong[37] - The company recorded a pre-tax loss of approximately HKD 17.3 million in fiscal year 2024, compared to HKD 14 million in fiscal year 2023, resulting in a tax credit of about HKD 2.1 million[42] - The company reported a loss attributable to owners of approximately HKD 15.2 million in fiscal year 2024, compared to HKD 11 million in fiscal year 2023[43] Assets and Liabilities - Non-current assets decreased to HKD 57.96 million from HKD 75.09 million in the previous year, a decline of 22.6%[5] - Trade receivables increased significantly to HKD 145.78 million from HKD 67.15 million, marking a 117.0% increase[5] - Current liabilities rose to HKD 265.32 million from HKD 262.27 million, indicating a slight increase of 0.4%[5] - Total assets less current liabilities decreased to HKD 230.13 million from HKD 244.47 million, a decline of 5.9%[5] - Trade receivables increased to HKD 147.3 million in 2024 from HKD 67.7 million in 2023, with a significant portion (HKD 136.6 million) being within 30 days[21] - Contract assets decreased to HKD 226.1 million in 2024 from HKD 233.4 million in 2023, while contract liabilities significantly dropped to HKD 15.0 million from HKD 59.1 million[22] - As of March 31, 2024, the company's capital structure included equity of approximately HKD 228.9 million and bank borrowings of HKD 35 million[45] - The company maintained a cash balance of approximately HKD 44.6 million as of March 31, 2024, down from HKD 61.4 million in the previous year[46] - The current ratio as of March 31, 2024, was approximately 1.6 times, consistent with the previous year[47] - As of March 31, 2024, the total bank borrowings of the group amounted to HKD 35 million, compared to zero in 2023[48] - The capital debt ratio as of March 31, 2024, was approximately 15.3%, calculated based on the total bank borrowings divided by total equity, which was zero in 2023[49] - The net current assets of the group as of March 31, 2024, were approximately HKD 171.2 million, an increase from HKD 169.4 million in 2023[50] Revenue Breakdown - The revenue from the supply, installation, and maintenance of mechanical ventilation and air conditioning systems was HKD 597.1 million, down from HKD 740.6 million in the previous year, while revenue from low-voltage electrical systems increased to HKD 279.1 million from HKD 213.6 million[14] - The contribution of mechanical ventilation and air conditioning systems to revenue was approximately 68.1%, while low-voltage electrical systems contributed about 31.9% in fiscal year 2024, compared to 77.6% and 22.4% respectively in fiscal year 2023[30] - Major customers contributing over 10% of total revenue included Customer A with HKD 224.5 million and Customer B with HKD 145.8 million in 2024[17] Business Operations - The company is primarily engaged in providing electromechanical engineering services in Hong Kong[7] - The company primarily operates in Hong Kong, with all revenue generated from this region[16] - The company plans to diversify its business into other types of electromechanical engineering projects, including fire protection systems, water supply, and sewage systems[33] - The company secured five projects related to mechanical ventilation and air conditioning system installation in the fiscal year 2024, with a total contract value of approximately HKD 226.8 million, compared to three projects valued at HKD 185.5 million in the previous year[28] Capital Expenditure and Commitments - The capital expenditure for the fiscal year 2024 was approximately HKD 300,000, down from HKD 700,000 in 2023, primarily for the purchase of properties and equipment[51] - The group had capital commitments related to the purchase of properties and equipment amounting to approximately HKD 100,000 as of March 31, 2024, unchanged from 2023[56] Employee and Corporate Governance - The total number of employees as of March 31, 2024, was 202, an increase from 200 in 2023[57] - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the fiscal year 2024[58] - The board did not recommend the payment of any final dividend for the year[67] - No dividends were declared for the fiscal year ending March 31, 2024, while a total of HKD 14 million was paid in dividends for the previous fiscal year[20] Performance Guarantees and Liabilities - As of March 31, 2024, the group had performance guarantees provided by banks amounting to approximately HKD 145.2 million, a decrease from HKD 178.9 million in 2023[53] - The group had no contingent liabilities as of March 31, 2024, and 2023[54]

Revenue Performance - Revenue decreased by approximately HK$28.9 million, or 5.9%, from approximately HK$490.0 million in the last period to approximately HK$461.1 million in the current period[11]. - Revenue for the six months ended September 30, 2023, was HK$461,149,000, a decrease of 5.9% compared to HK$489,954,000 for the same period in 2022[124]. - Revenue from the supply, installation, and maintenance of mechanical ventilation and air conditioning (MVAC) systems was HK$279,467,000, down 28.7% from HK$391,924,000 in 2022[149]. - Revenue from low voltage electrical system services increased significantly to HK$181,682,000, up 85.2% from HK$98,030,000 in 2022[149]. - The Group's revenue is solely derived from electrical and mechanical engineering services, focusing on the supply, installation, and maintenance of mechanical ventilation and air-conditioning systems and low voltage electrical systems in Hong Kong[145]. Project Awards and Contributions - The Group was awarded 3 projects in the current period with an aggregate contract sum of approximately HK$158.4 million, down from HK$185.5 million in the previous year[12]. - Major projects awarded include MVAC system installation for a property development at Aberdeen, Hong Kong, with a contract sum of HK$103.7 million[16]. - The contract sum for MVAC system installation for a housing development at Kai Tak, Kowloon, is HK$31.0 million[16]. - The five largest projects undertaken in the current period contributed significantly to revenue, with specific details to be outlined[20]. - Revenue contribution from MVAC system projects accounted for approximately 60.6% in the current period, compared to 80.0% in the previous year[19]. - The Group's revenue from low voltage electrical system projects accounted for approximately 39.4% in the current period, up from 20.0% in the previous year[19]. Financial Performance - The Group recorded a loss before taxation of approximately HK$12.5 million, compared to a loss of HK$11.4 million in the previous year, with an effective tax rate of approximately 12.2%[44]. - Loss attributable to owners of the Company was approximately HK$11.0 million for the Current Period, compared to HK$9.7 million in the previous year[45]. - Gross profit slightly increased by approximately HK$0.3 million, or 10.3%, from approximately HK$2.9 million to approximately HK$3.2 million, with a gross profit margin increase of 0.1 percentage points to approximately 0.7%[32]. - Total comprehensive loss for the period was HK$10,977,000, compared to HK$9,736,000 in the same period last year, indicating an increase of 12.8%[124]. - Basic loss per share was HK(2.7 cents), compared to HK(2.4 cents) for the same period in 2022, representing a 12.5% increase in loss per share[124]. Cash Flow and Liquidity - The Group held bank balance and cash of approximately HK$36.0 million as of 30 September 2023, down from HK$61.4 million as of 31 March 2023[48]. - The current ratio of the Group was approximately 1.7 times as of 30 September 2023, compared to 1.6 times as of 31 March 2023[49]. - For the six months ended September 30, 2023, the net cash used in operating activities was HK$128,918,000, compared to HK$45,953,000 for the same period in 2022, indicating a significant increase in cash outflow[133]. - The cash and cash equivalents at the end of the period decreased to HK$35,985,000 from HK$83,111,000 at the end of the previous period[133]. - The total cash used in operations was HK$128,051,000, reflecting a substantial increase in operational cash outflows compared to the previous year[133]. Capital Structure and Borrowings - As of 30 September 2023, the Group's capital structure consisted of equity of approximately HK$233.1 million and bank borrowings of HK$40.0 million[46]. - As of September 30, 2023, the Group's total bank borrowings amounted to HK$40.0 million, compared to nil as of March 31, 2023[56]. - The Group's gearing ratio was approximately 17.2% as of September 30, 2023, up from 0% as of March 31, 2023[57]. - New bank loans raised amounted to HK$40,000,000 during the financing activities, contributing to a net cash inflow of HK$38,601,000[133]. Employee and Operational Costs - Total staff costs for the current period were approximately HK$54.4 million, compared to HK$51.8 million in 2022[76]. - Total employee costs for the period amounted to approximately HKD 54.4 million, compared to HKD 51.8 million in 2022, reflecting a year-on-year increase of about 5%[80]. - Administrative expenses were HK$13,991,000, slightly higher than HK$13,756,000 in the previous year, indicating a 1.7% increase[124]. - Salaries for key management personnel increased to HK$3,452,000 for the six months ended 30 September 2023, up from HK$3,319,000 in the previous year, reflecting a growth of approximately 4%[194]. Shareholding and Corporate Governance - As of September 30, 2023, Yu Cheung Choy held a long position of 246 million shares, representing 61.50% of the issued share capital[94]. - Lau Man Ching held a long position of 54 million shares, representing 13.50% of the issued share capital[94]. - The company has adopted the Corporate Governance Code and complied with all relevant provisions during the current period[86]. - The Group maintains a register of substantial shareholders, with disclosures made in accordance with the Securities and Futures Ordinance[96]. Investments and Assets - The Group's property and equipment, along with right-of-use assets, amounted to HK$20,788,000 as of 30 September 2023, up from HK$18,960,000 as of 31 March 2023[152]. - The Group's investment in unlisted funds in overseas decreased to HK$17,145,000 as of 30 September 2023 from HK$22,170,000 as of 31 March 2023, representing a decline of about 23%[192]. - The Group's investment in listed bonds includes a bond with a fixed interest of 7.95% maturing in October 2023, valued at HK$227,000[191]. - The Group recognized HK$3,238,000 of right-of-use assets and HK$3,175,000 of lease liabilities for two new lease agreements during the six months ended 30 September 2023[173]. Performance Guarantees - Performance guarantees provided by banks in favor of the Group's customers amounted to approximately HK$158.5 million as of September 30, 2023, down from HK$178.9 million[66]. - As of 30 September 2023, performance guarantees amounted to HK$157,516,000, a decrease from HK$178,899,000 as of 31 March 2023[198]. - The Group does not consider it probable that a claim will be made against it regarding the performance guarantees[199].

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的內容概不負責，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 或因倚賴該等內容而引致的任何損失承擔任何責任。 SH GROUP (HOLDINGS) LIMITED 順 興 集 團（ 控 股 ）有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：1637） 截至二零二三年九月三十日止六個月 中期業績公告 財務摘要 （截至二零二三年九月三十日止六個月） – 收益約為4億6,110萬港元（二零二二年：4億9,000萬港元） – 毛利約為320萬港元（二零二二年：290萬港元） – 本公司擁有人應佔期內虧損約為1,100萬港元（二零二二年：970萬港元） – 每股基本虧損約為每股2.7港仙（二零二二年：每股2.4港仙） ...

Financial Performance - The Group recorded a revenue increase of approximately HK$201.0 million, or 26.7%, from approximately HK$753.3 million in FY2022 to approximately HK$954.3 million in FY2023[13] - The Group reported a loss of approximately HK$11.0 million for FY2023, compared to a profit of approximately HK$11.7 million in FY2022[14] - Gross profit decreased by approximately HK$36.9 million, or 80.9%, from approximately HK$45.6 million for FY2022 to approximately HK$8.7 million for FY2023, with a gross profit margin decline of 5.2 percentage points to approximately 0.9%[50] - Other income for FY2023 increased by approximately HK$8.0 million to approximately HK$10.9 million, primarily due to a government grant of approximately HK$6.2 million received from the Employment Support Scheme[51] - The company recorded an other loss of approximately HK$4.2 million for FY2023, mainly due to a fair value loss of financial assets at fair value through profit or loss[52] - Net impairment loss under the expected credit loss model was approximately HK$1.8 million for FY2023, compared to HK$1.3 million for FY2022[53] - Administrative expenses increased by approximately HK$3.5 million to approximately HK$27.5 million for FY2023[54] - The Board did not recommend any final dividend for FY2023, compared to HK1.0 cent per ordinary share in FY2022[15] Revenue Breakdown - Revenue from MVAC system projects contributed 77.6% of total revenue, while low voltage electrical system projects contributed 22.4%[13] - Revenue contribution from low voltage electrical system projects remained stable at around 15% to 23% of total revenue, despite the overall revenue increase[23] - Projects related to the supply, installation, and maintenance of MVAC system and low voltage electrical system contributed approximately 77.6% and 22.4% of revenue respectively for FY2023[49] - Major projects undertaken in FY2023 included MVAC system installations, with revenue contributions of HK$213.5 million from a commercial development at Chek Lap Kok[44] - Revenue from MVAC system projects decreased from 84.4% in FY2022 to 77.6% in FY2023, indicating a shift in project focus[42] Future Outlook and Strategy - The Group aims to expand its service capabilities in MVAC and low voltage electrical systems to capture additional business opportunities[26] - The demand for construction and E&M engineering services is expected to remain strong due to government efforts to address housing supply[25] - The future demand for construction and E&M engineering services is expected to remain stable due to government initiatives to increase housing supply and develop infrastructure projects[28] - The Group plans to diversify its E&M engineering services, including fire services and plumbing systems, to enhance competitiveness[28] - The Group maintains a positive outlook for stable business growth and long-term value creation for shareholders[28] Capital Structure and Financial Position - As of March 31, 2023, the capital structure consisted of equity of approximately HK$244.1 million, down from HK$290.8 million in 2022, with no bank borrowings[64] - The group held cash and short-term bank deposits of approximately HK$114.0 million as of March 31, 2023, down from HK$249.5 million in 2022[65] - The current ratio as of March 31, 2023, was approximately 1.6 times, compared to 2.0 times in 2022[66] - As of March 31, 2023, the Group had net current assets of approximately HK$169.4 million, a decrease from HK$216.0 million in 2022, primarily due to a net loss and the declaration of dividends[82] - The Group's capital expenditures for FY2023 amounted to approximately HK$0.7 million, an increase from HK$0.2 million in 2022, mainly for the purchase of property and equipment[84] Corporate Governance - The Board currently consists of six Directors, including three executive Directors and three independent non-executive Directors[118] - The Chairman and Chief Executive Officer roles are held separately by Mr. Yu Cheung Choy and Mr. Lau Man Ching, respectively, ensuring independence and accountability[126] - All Directors participated in continuous professional development, enhancing their knowledge and skills relevant to their duties[121] - The independent non-executive Directors are appointed for a specific term and are subject to retirement by rotation at least once every three years[131] - The Board is primarily responsible for establishing overall strategies, setting objectives, and monitoring senior management performance[133] - Management is responsible for implementing strategies set by the Board and reporting on the Group's operations regularly[134] - Each Director has independent access to senior management and can seek independent professional advice at the Group's expense[135] - The Company considers all independent non-executive Directors to be independent under Rule 3.13 of the Listing Rules[132] - The Board adopted a board diversity policy to ensure a balanced composition of skills and experience[136] - The Company provides monthly updates on performance and financial position to all Directors to assist in fulfilling their duties[135] Board Meetings and Committees - The Board held five meetings during the year, ensuring all Directors had the opportunity to propose agenda items[152] - The Company is committed to maintaining a balanced mix of executive and non-executive directors to ensure strong independence[154] - The Board will review its structure and diversity policy at least annually to comply with relevant regulations[154] - The Nomination Committee is responsible for reviewing the Board Diversity Policy and setting measurable objectives for its implementation[141] - The Nomination Committee consists of three independent non-executive Directors, including Mr. Lee Wing Kee as chairman[163] - The Nomination Committee's primary duties include reviewing the Board's structure and diversity at least annually[164] - The Remuneration Committee held one meeting during the year and considered the adoption of a staff welfare scheme for current and potential talents[179] - The Remuneration Committee reviewed the bonus proposal for executive Directors and senior management for the year[179] - The Audit Committee held two meetings during the year and noted the existing risk management and internal control systems of the Group[187] - The accounts for the year were audited by Deloitte Touche Tohmatsu, which will be recommended for re-appointment at the upcoming annual general meeting[190] - The Audit Committee reviewed significant financial reporting judgments contained in the financial statements and annual report[183] - The terms of reference of both the Remuneration and Audit Committees are aligned with the provisions set out in the Corporate Governance Code[182] - The Company established the Audit Committee and Remuneration Committee on December 6, 2016, consisting of three independent non-executive Directors each[181] Employee and Operational Metrics - The total number of employees as of March 31, 2023, was 200, a decrease from 207 in 2022[96] - The Group did not have any material acquisitions or disposals during FY2023[97] - The Group did not hold any significant investments as of March 31, 2023[98] - The Group had no plans for material investments or capital assets as of March 31, 2023[99] - Appropriate insurance coverage has been arranged for actions against its Directors[155] - The Company held one general meeting during the year, specifically the 2022 annual general meeting on September 1, 2022[156] - The Company engaged an external professional company secretarial services provider to assist with compliance and regulatory needs[200]

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的內容概不負責，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 或因倚賴該等內容而引致的任何損失承擔任何責任。 SH GROUP (HOLDINGS) LIMITED 順 興 集 團（ 控 股 ）有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：1637） 截至二零二三年三月三十一日止年度 全年業績公告 財務摘要 （截至二零二三年三月三十一日止年度） – 收益約為9億5,430萬港元（二零二二年：7億5,330萬港元） – 毛利約為870萬港元（二零二二年：4,560萬港元） – 本公司擁有人應佔年內虧損約為1,100萬港元（二零二二年：溢利1,170萬港元） – 每股基本虧損約為每股2.8港仙（二零二二年：盈利每股2.9港仙） ...