SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code 股份代號 : 3822) (於開曼群島註冊成立的有限公司) ANNUAL REPORT 年報 2025 SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 ANNUAL REPORT 2025 年報 Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 4 | | Management Discussion and Analysis | 管理層討論與分析 | 6 | | Corporate Governance Report | 企業管治報告 | 16 | | Profile of Directors and Senior Management | 董事及高級管理層履歷 | 29 | | Di ...

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，概不對因本公告全部或任 何部份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。 SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3822） 截至2025年3月31日止年度 的全年業績 三和建築集團有限公司（「本公司」）董事會謹此呈列本公司及其附屬公司截至2025 年3月31日止年度的經審核全年業績。本公告載列本公司2025年度報告全文，乃符 合香港聯合交易所有限公司證券上市規則有關全年業績初步公告附載的資料之相 關要求。 1 SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code 股份代號 : 3822) (於開曼群島註冊成立的有限公司) ANNUAL REPORT 年報 2025 SAM WOO CONSTRUCT ...

Financial Performance - The group's revenue increased approximately 80% to about HKD 389 million for the first half of 2024/25, compared to HKD 217 million in the same period last year[4] - The net profit for the period was HKD 3 million, a significant improvement from a net loss of HKD 25 million in the previous year[4] - The gross profit for the period was approximately HKD 58 million, up from HKD 1 million in the same period last year[7] - Revenue from customer contracts increased to HKD 388,785,000, up 79.5% from HKD 216,714,000 in the same period last year[41] - Operating profit turned positive at HKD 9,889,000, a recovery from an operating loss of HKD 22,243,000 in the prior period[41] - Net profit for the period was HKD 3,237,000, a significant turnaround from a net loss of HKD 24,913,000 in the same period last year[41] - Basic and diluted earnings per share improved to HKD 0.19 from a loss of HKD 1.48[41] Contract and Project Updates - The total value of major contracts on hand as of September 30, 2024, was approximately HKD 1,253 million, compared to HKD 886 million as of March 31, 2024[4] - The group expects the new Lantau Island project, valued at approximately HKD 846 million, to become a major source of revenue in the second half of the fiscal year[14][17] Financial Position - The current ratio decreased to 0.9 times as of September 30, 2024, from 1.4 times as of March 31, 2024[4] - The net asset to liability ratio improved to 30% from 33% year-on-year[4] - The total equity as of September 30, 2024, was approximately HKD 474 million, slightly up from HKD 471 million as of March 31, 2024[25] - Total assets increased to HKD 929,499,000, up from HKD 863,590,000 as of March 31, 2024[42] - Current liabilities rose to HKD 382,949,000 from HKD 220,712,000, indicating increased short-term obligations[43] Cash Flow and Liquidity - The net cash inflow from operating activities for the period was approximately HKD 43 million, compared to HKD 21 million in the same period last year[21] - As of September 30, 2024, the total cash and bank balance was approximately HKD 103 million, an increase from HKD 86 million as of March 31, 2024[22] - Cash generated from operating activities was HKD 42,665,000, up from HKD 20,987,000 in the previous year[45] - The company reported a net cash inflow from financing activities of HKD 159,000, a recovery from a net cash outflow of HKD 63,037,000 in the prior period[45] Borrowings and Debt Management - The total borrowings amounted to approximately HKD 154 million, up from HKD 140 million as of March 31, 2024, with short-term bank loans constituting approximately HKD 125 million[23] - The net debt-to-equity ratio was approximately 30% as of September 30, 2024, down from 33% as of March 31, 2024[24] - The company reported trade payables of 96,233 thousand HKD as of September 30, 2024, compared to 69,411 thousand HKD as of March 31, 2024, indicating an increase of approximately 38.6%[68] - The company’s long-term bank loans decreased to 13,998 thousand HKD as of September 30, 2024, from 20,544 thousand HKD as of March 31, 2024, a decrease of approximately 32.0%[67] Impairment and Provisions - The group recorded a provision for impairment of trade receivables and retention money of approximately HKD 25 million during the period[17] - The impairment provision for trade receivables and retention money increased to 42,613 thousand HKD as of September 30, 2024, compared to 17,667 thousand HKD as of March 31, 2024, representing an increase of approximately 141.5%[65] - The company has assessed the recoverability of outstanding receivables and made additional impairment provisions of approximately 25 million HKD due to two customers failing to meet payment schedules[65] Employee and Governance - The company had approximately 318 employees as of September 30, 2024, down from 325 as of March 31, 2024[29] - The company has complied with the corporate governance code as per the listing rules during the period[37] - The company has not repurchased, sold, or redeemed any of its listed securities during the period[35] Other Financial Metrics - Financial costs increased by approximately 58% to HKD 8 million due to high interbank lending rates and reduced interest income from time deposits[19] - Interest income from bank deposits decreased to HKD 768,000 for the six months ended September 30, 2024, down from HKD 2,406,000 in the previous year, a decline of 68.0%[58] - The net financial expenses for the period were HKD 7,692,000, compared to HKD 4,867,000 in the same period of 2023, indicating an increase of 58.5%[58] - The company did not declare an interim dividend for the period, consistent with the previous year[63]

Revenue and Profitability - Revenue for the first half of 2024/25 increased by approximately 80% to HKD 389 million, compared to HKD 217 million in the same period last year[6] - The group recorded a profit of HKD 3 million for the period, a significant improvement from a loss of HKD 25 million in the previous year[6] - Gross profit for the period was approximately HKD 58 million, up from HKD 1 million in the previous year[9] - Revenue from customer contracts for the six months ended September 30, 2024, was HKD 388,785,000, a significant increase from HKD 216,714,000 in the same period of 2023, representing an increase of 79.5%[43] - Operating profit for the six months was HKD 9,889,000, a turnaround from an operating loss of HKD 22,243,000 in the previous year[43] - Net profit for the period was HKD 3,237,000, recovering from a loss of HKD 24,913,000 in the same period last year[43] - Basic and diluted earnings per share for the period were HKD 0.19, compared to a loss per share of HKD 1.48 in the previous year[43] Contracts and Projects - The total value of major contracts on hand as of September 30, 2024, was approximately HKD 1,253 million, compared to HKD 886 million as of March 31, 2024[6] - The group expects the new Lantau Island project, valued at approximately HKD 846 million, to become a major source of revenue in the second half of the fiscal year[19][16] - The Kai Tak Public Housing project (2024) accounted for approximately 71% of the group's revenue during the period[12] - The Kai Tak Public Housing project (2022) contributed about 25% to the group's revenue during the same period[14] - The group anticipates further construction projects in the Northern Metropolis area to commence shortly[19] Financial Position - The net asset to liability ratio improved to 30% from 33% compared to the previous period[6] - Total assets as of September 30, 2024, amounted to HKD 929,499,000, up from HKD 863,590,000 as of March 31, 2024[44] - Total liabilities increased to HKD 455,659,000 from HKD 392,987,000 as of March 31, 2024[45] - Total equity as of September 30, 2024, was approximately HKD 474 million, slightly up from HKD 471 million as of March 31, 2024[27] - The net debt-to-equity ratio was approximately 30% as of September 30, 2024, down from 33% as of March 31, 2024[26] Cash Flow and Expenses - Cash inflow from operating activities was approximately HKD 43 million, up from HKD 21 million in the same period last year[23] - Cash flow from operating activities for the six months was HKD 42,665,000, compared to HKD 20,987,000 in the same period of 2023, reflecting a 103.2% increase[47] - The company reported a net increase in cash and cash equivalents of HKD 17,372,000 for the six months ended September 30, 2024, compared to a decrease of HKD 55,390,000 in the same period of 2023[48] - Administrative expenses for the period were approximately HKD 24 million, stable compared to HKD 23 million in the same period last year[21] - Total costs of sales and administrative expenses amounted to HKD 353,948,000, up from HKD 239,044,000 in the same period last year, reflecting an increase of 48%[57] Financial Costs and Provisions - Net financial costs increased by approximately 58% to HKD 8 million from HKD 5 million in the same period last year, primarily due to high interbank lending rates and decreased interest income from time deposits[21] - Financial expenses netted to HKD (7,692,000), compared to HKD (4,867,000) in the previous year, indicating a rise in financial costs[60] - Trade receivables and retention money impairment provisions amounted to approximately HKD 25 million, related to two non-core projects[19] - The company recognized an additional impairment provision of approximately HKD 25,000,000 for trade receivables due to two customers failing to meet payment schedules[67] Capital Expenditures and Investments - The group made capital expenditures of HKD 25 million for the acquisition of machinery and equipment during the period[22] - The company acquired machinery and equipment worth HKD 22,033,000 during the period, up from HKD 13,341,000 in the previous year[65] - Depreciation for owned machinery and equipment was HKD 14,090,000, slightly up from HKD 13,493,000 in the previous year[57] Governance and Compliance - The company has complied with the corporate governance code as per the listing rules during the reporting period[39] - The company did not declare an interim dividend for the current period, consistent with the previous year[65] - The company did not report any significant changes in the business or economic conditions affecting the fair value of its financial assets and liabilities during the period[54] - The company applied new and revised accounting standards starting from April 1, 2024, with no significant impact on its performance and financial position[52]

ANNUAL REPORT 2023 年 報 Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 4 | | Management Discussion and Analysis | 管理層討論與分析 | 6 | | Corporate Governance Report | 企業管治報告 | 15 | | Profile of Directors and Senior Management | 董事及高級管理層履歷 | 28 | | Directors' Report | 董事會報告 | 32 | | Independent Auditor's Report | 獨立核數師報告 | 44 | | Consolidated Statement of Comprehensive Income | 綜合全面收益表 | 59 | | Consolidated Balance Sheet | 綜合資產負債表 | 60 | | Consolidated Statement ...

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，概不對因本公告全部或任 何部份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。 SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3822） 截至2024年3月31日止年度 的全年業績 三和建築集團有限公司（「本公司」）董事會謹此呈列本公司及其附屬公司截至2024 年3月31日止年度的經審核全年業績。本公告載列本公司2024年度報告全文，乃符 合香港聯合交易所有限公司證券上市規則有關全年業績初步公告附載的資料之相 關要求。 1 ANNUAL REPORT 2023 年 報 Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 4 | | Management Discussion and Analysis | 管理層討論與分析 | 6 | | Cor ...

Revenue and Profitability - Revenue for the first half of 2023/24 increased by 74% to HKD 217 million, compared to HKD 125 million in the same period last year[5] - The group recorded a net loss of HKD 25 million for the period, an improvement from a net loss of HKD 87 million in the previous year[12] - Gross profit reached HKD 1 million, a significant recovery from a gross loss of HKD 72 million in the previous year[5] - Revenue from customer contracts for the six months ended September 30, 2023, was HKD 216,714,000, an increase of 74.2% compared to HKD 124,531,000 in 2022[32] - Gross profit for the same period was HKD 703,000, compared to a gross loss of HKD 71,702,000 in the previous year[32] - Operating loss decreased to HKD 22,243,000 from HKD 87,586,000 year-on-year, indicating improved operational efficiency[32] - Net loss for the period was HKD 24,913,000, significantly reduced from HKD 86,788,000 in the prior year[32] - Basic and diluted loss per share improved to HKD 1.48 from HKD 5.17 year-on-year[32] - The loss attributable to equity holders was HKD 24,913,000 in 2023, a decrease from HKD 86,788,000 in 2022, showing an improvement of approximately 71%[52] - Basic loss per share improved to HKD 1.48 in 2023 from HKD 5.17 in 2022, indicating a significant reduction in losses[52] Cash Flow and Financial Position - Net cash inflow from operating activities was approximately HKD 21 million, compared to a cash outflow of HKD 57 million in the previous year[14] - Cash flow from operating activities showed a net inflow of HKD 20,987,000 for the six months ended September 30, 2023, compared to an outflow of HKD 57,369,000 in the previous year, indicating a significant turnaround[36] - The company’s cash and cash equivalents decreased by HKD 55,390,000 during the period, ending with HKD 141,684,000 compared to HKD 227,964,000 at the end of the same period in 2022[37] - Total assets as of September 30, 2023, were HKD 870,599,000, down from HKD 971,430,000 as of March 31, 2023[33] - Total liabilities decreased to HKD 395,558,000 from HKD 471,476,000, reflecting a reduction in financial obligations[34] - Cash and cash equivalents as of September 30, 2023, were HKD 141,684,000, down from HKD 197,074,000[33] - Total borrowings decreased to HKD 137,072,000 as of September 30, 2023, from HKD 195,827,000 as of March 31, 2023, representing a reduction of about 30%[60] Contracts and Projects - The total value of major contracts on hand as of September 30, 2023, was approximately HKD 543 million, down from HKD 742 million as of March 31, 2023[4] - The Kai Tak public housing project contributed approximately 91% of the group's revenue during the period[9] Expenses and Costs - Administrative expenses increased by approximately 13% to HKD 23 million, primarily due to higher salaries, rent, and professional fees[12] - The construction contract costs increased to HKD 195,682,000 in 2023 from HKD 180,108,000 in 2022, representing an increase of approximately 8.7%[46] - Total administrative expenses rose to HKD 23,033,000 in 2023 from HKD 20,381,000 in 2022, marking an increase of about 8.1%[46] - The company incurred interest expenses of HKD 6,714,000 for the six months ended September 30, 2023, which is an increase from HKD 2,240,000 in the previous year[36] - Rental expenses paid to related parties increased significantly to HKD 3,944 thousand in 2023 from HKD 1,000 thousand in 2022, representing a 294.4% increase[62] - Interest expenses payable to a related company rose to HKD 3,123 thousand in 2023, up from HKD 757 thousand in 2022, marking a 312.5% increase[63] - Total remuneration for key management personnel amounted to HKD 3,008 thousand in 2023, compared to HKD 2,946 thousand in 2022, reflecting a 2.1% increase[64] Governance and Compliance - The company has complied with the corporate governance code as per the listing rules during the reporting period[28] - The company did not present segment information as it operates as a single business segment[45] - The company has not reported any significant changes in the business or economic conditions that would affect the fair value of its financial assets and liabilities during the period[43] - The company continues to apply the same accounting policies as those used in the annual financial statements for the year ended March 31, 2023, with no significant impact from new standards adopted[41] Dividends and Grants - The company did not declare an interim dividend for the period, consistent with the previous year[53] - The company reported a government grant of HKD 4,454,000 in the previous year, which was not recognized in the current period[47]

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，概不對因本公告全部或任 何部份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。 SAM WOO CONSTRUCTION GROUP LIMITED 三 和 建 築 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：3822） 截至2023年9月30日止六個月的中期業績 三和建築集團有限公司（「本公司」）董事會欣然呈列本公司及其附屬公司截至2023 年9月30日止六個月的未經審核中期業績。本公告載列本公司2023/24年度中期報 告全文，乃符合香港聯合交易所有限公司證券上市規則有關中期業績初步公告附 載的資料之相關要求。 SAM WOO CONSTRUCTION GROUP LIMITED SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司 三和建築集團有限公司 (於開曼群島註冊成立的有限公司) (Incorporated in the Cayman Islands with limited liability) (股份代 ...

Construction Industry Recovery - The construction industry has shown signs of recovery after two years of decline due to the COVID-19 pandemic, with public sector tenders becoming active again as the Hong Kong government commits to increasing public housing supply[12]. - The Hong Kong government plans to build approximately 330,000 public housing units by 2032 to address long waiting times, having secured 350 hectares of land to meet the estimated demand for around 301,000 units over the next decade[15]. - The "Northern Metropolis" project will cover about 300 square kilometers and is expected to take 20 years to complete, accommodating one-third of Hong Kong's population[15]. - The government is advancing several major infrastructure projects, including three major road and railway projects to enhance connectivity and support future development in Hong Kong[14]. - The Group anticipates better utilization of equipment and labor in the coming year due to existing major contracts and ongoing bidding for new contracts[40][47]. - The Hong Kong Government is expected to accelerate development plans, presenting significant opportunities for the construction industry in the near future[40][47]. Company Performance - The Group's revenue for the year increased by 15% to HK$417 million, up from HK$363 million in the previous year, primarily driven by three construction projects[28][30]. - The Kai Tak Public Housing project contributed approximately 44% to the Group's revenue for the year, with a contract value of about HK$970 million[36][33]. - The East Kowloon Public Housing project, completed during the year, accounted for about 18% of the Group's revenue[37][43]. - The Kwun Tong Commercial Building project also completed during the year, contributed around 14% to the Group's revenue[38][45]. - Other projects collectively contributed about 24% to the Group's revenue for the year[39][46]. - The Group's gross loss for the year narrowed to HK$1 million, significantly improved from a gross loss of HK$58 million in the previous year[51][53]. - The Group recorded a net loss of HK$31 million for the Year (2022: HK$101 million), impacted by gross loss of HK$1 million and administrative expenses of HK$47 million[64][69]. Financial Position - The current ratio improved to 1.5 times (2022: 1.1 times) with total cash and bank balances of HK$197 million (2022: HK$128 million)[65][67]. - Net borrowings amounted to HK$99 million (2022: zero), reflecting a 2-year term loan of HK$100 million from a related company[65][70]. - The net gearing ratio was 20% as of 31 March 2023 (2022: net cash position), with total equity approximately HK$500 million (2022: HK$532 million)[75][80]. - The Group's plant and equipment had a carrying amount of over HK$527 million, enabling it to undertake various construction projects[82]. - The Group invested HK$32 million in machinery and equipment during the Year (2022: HK$8 million) with no capital commitments for machinery purchases as of 31 March 2023[77][81]. Corporate Governance - The Company complied with all provisions of the Corporate Governance Code throughout the year ended March 31, 2023[105]. - The Board emphasizes the need for the government to expedite public works projects and address labor and industrial land shortages to meet construction market demands[21]. - The posts of Chairman and Chief Executive Officer are held by different individuals to maintain a clear separation of duties[113]. - Independent non-executive directors accounted for approximately 43% of the Board, ensuring independent judgment on the Group's development and risk management[114]. - The Company has established guidelines for employees regarding securities transactions, ensuring compliance with the Model Code[107]. Environmental and Safety Standards - The Group has maintained a quality management system compliant with ISO 9001 standards to ensure quality assurance throughout the construction process[91]. - The Group was awarded ISO 14001 accreditation for its environmental management system and has implemented an ISO 50001-based energy management system[101]. - The Group emphasizes environmental protection in its foundation engineering and related services, aiming to minimize adverse environmental impacts through established management systems[102]. - There were no fatal accidents reported in the Group's projects during the year, with the accident rate lower than the industry average for construction[95]. Employee and Diversity Initiatives - The Group employed 301 staff as of March 31, 2023, up from 246 in 2022, with remuneration packages including salary, discretionary bonuses, and allowances[96]. - The gender ratio of employees is 90% male to 10% female as of March 31, 2023, highlighting a significant challenge in increasing female representation in the traditionally male-dominated construction industry[139]. - The company aims to maintain at least one female director on the board, currently comprising 6 male and 1 female directors[136]. - The company has established a mechanism to support diversity, including gender diversity, although it faces challenges in increasing female employee representation[139]. Risk Management and Internal Controls - The internal control adviser conducted an annual review of the risk management and internal control system, confirming that adequate controls are in place for key internal control measures[155]. - The audit committee held two meetings during the year, reviewing the consolidated financial statements and internal control procedures[127]. - The Audit Committee reviewed the effectiveness of the Group's risk management and internal control systems, finding no material fraud or errors during the year[162]. Shareholder Communication - The company has established a shareholders' communication policy to ensure effective and timely dissemination of information to shareholders and the market[177]. - The annual shareholders' meetings serve as the primary forum for communication between the company and its shareholders, allowing for open dialogue with the Board[177]. - The company has maintained ongoing dialogue with shareholders and published annual and interim reports to provide extensive information on its activities and financial position[178]. - The company’s website contains extensive information that is easily accessible to shareholders[177].

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，概不對因本公告全部或任 何部份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。 SAM WOO CONSTRUCTION GROUP LIMITED 三 和 建 築 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：3822） 截至2023年3月31日止年度 的全年業績 三和建築集團有限公司（「本公司」）董事會謹此呈列本公司及其附屬公司截至2023 年3月31日止年度的經審核全年業績。本公告載列本公司2023年度報告全文，乃符 合香港聯合交易所有限公司證券上市規則有關全年業績初步公告附載的資料之相 關要求。 ...