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]

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Hong Kong government's commitment to public housing and major infrastructure projects is expected to create significant opportunities for the construction market, despite global economic uncertainties [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Hong Kong government's commitment to public housing and major infrastructure projects is expected to create significant opportunities for the construction market, despite global economic uncertainties - Hong Kong government actively promotes public housing and large-scale infrastructure projects, including the Northern Metropolis, Kau Yi Chau Artificial Islands, three major trunk roads, and three strategic railways, expected to bring **huge opportunities** to the construction industry[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The Northern Metropolis project is estimated to take **20 years**, covering **300 square kilometers**, and will involve extensive new infrastructure, residential, and commercial building construction, expected to accommodate **one-third of Hong Kong's population**[14](index=14&type=chunk) - The Board of Directors maintains a cautiously optimistic view on the long-term prospects of the construction market, believing the Group, as a reputable foundation contractor, will secure more landmark engineering projects[21](index=21&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's operational and financial performance, market outlook, and key relationships [Business Review](index=7&type=section&id=Business%20Review) The Group's revenue increased by 10% to HK$458 million, primarily driven by the Kai Tak Public Housing (2022) project, despite delays due to complex geological conditions - Kai Tak Public Housing (2022) project was the primary revenue source this year, contributing approximately **81%** of the Group's total revenue[35](index=35&type=chunk) Annual Revenue Overview | Metric | FY2024 | FY2023 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | HK$458 million | HK$417 million | +10% | Status of Major Projects in Hand (as of March 31, 2024) | Project Name | Completion Status | Expected Completion Date | Estimated Remaining Contract Value (HK$ million) | | :--- | :--- | :--- | :--- | | Kai Tak Public Housing (2022) | 55% | Q1 2025 | 441 | | Kai Tak Public Housing (2024) | 2% | Q4 2024 | 445 | [Business Outlook](index=8&type=section&id=Business%20Outlook) Management anticipates significant opportunities from government development plans, expecting improved equipment and labor utilization, while a property holding investment observes market developments - The Board believes the Hong Kong government will fully advance development plans, bringing **immense opportunities** to the construction industry, and expects the Group's equipment and labor utilization to further improve[39](index=39&type=chunk) - Golden Crown Enterprises, a property holding company in which the Group acquired a **5% equity stake** in 2017, has received inquiries regarding land development or acquisition this year, but the company will patiently observe given the market slowdown[44](index=44&type=chunk) [Financial Review and Analysis](index=9&type=section&id=Financial%20Review%20and%20Analysis) The Group recorded a gross profit of HK$32 million and a 7% gross profit margin, narrowing its net loss to HK$28 million despite increased expenses and rising loan interest rates - Capital expenditure for the year was **HK$15 million**, primarily for the acquisition of machinery and equipment, a decrease from **HK$32 million** last year[61](index=61&type=chunk) Profitability Analysis | Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Gross Profit/(Loss) | HK$32 million | (HK$1 million) | | Gross Profit Margin | 7% | Not Applicable | | Net Loss | HK$28 million | HK$31 million | Liquidity and Financial Resources (as of March 31, 2024) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Cash and Bank Balances | HK$86 million | HK$197 million | | Total Borrowings | HK$140 million | HK$196 million | | Net Current Assets | HK$80 million | HK$128 million | | Current Ratio | 1.4x | 1.5x | | Net Gearing Ratio | 33% | 20% | | Total Equity | HK$471 million | HK$500 million | [Relationships with Customers, Suppliers and Employees](index=13&type=section&id=Relationships%20with%20Customers%2C%20Suppliers%20and%20Employees) The Group maintains high standards for customer and supplier relationships through ISO 9001 certification and pre-approved lists, while prioritizing employee safety and development - The Group ensures high-quality project delivery to clients through its **ISO 9001 compliant** quality management system and maintains regular communication to build strong relationships[78](index=78&type=chunk) - The Group collaborates with suppliers and subcontractors on a project-by-project basis, maintaining a **pre-approved list** to evaluate their track record, pricing, and quality[79](index=79&type=chunk) - As of March 31, 2024, the Group had approximately **325 employees**, an increase from **301** in 2023. The Group prioritizes employee safety, with no fatal accidents reported during the year and an accident rate below the industry average[84](index=84&type=chunk)[85](index=85&type=chunk) [Environmental Policies](index=15&type=section&id=Environmental%20Policies) The Group prioritizes environmental protection, holding ISO 14001 and ISO 50001 certifications, and reported no environmental law violations during the year - The Group has obtained **ISO 14001** (Environmental Management System) and **ISO 50001** (Energy Management System) certifications to ensure business activities comply with environmental and energy-saving standards[89](index=89&type=chunk) - The Group continuously monitors environmental compliance and was not prosecuted by any government authority for environmental law violations during the year[89](index=89&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) This report details the company's commitment to maintaining high standards of corporate governance, including board structure, committee functions, and internal control systems [Corporate Governance Practices](index=16&type=section&id=Corporate%20Governance%20Practices) The company maintained high corporate governance standards, complying with all code provisions, with a Board of 8 members and independent committees ensuring effective oversight - The company complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 of the Hong Kong Stock Exchange Listing Rules for the year ended March 31, 2024[94](index=94&type=chunk) - The Board of Directors comprises **8 members**, with independent non-executive directors accounting for **50%**, ensuring independent judgment. The roles of Chairman and Chief Executive Officer are held by different individuals to maintain segregation of duties[101](index=101&type=chunk)[102](index=102&type=chunk) - The Board has established an Audit Committee, Nomination Committee, and Remuneration Committee, responsible for overseeing financial reporting, director nominations, and remuneration policies, respectively, with each committee chaired by an independent non-executive director[114](index=114&type=chunk)[121](index=121&type=chunk)[133](index=133&type=chunk) - The company has appointed an internal control consultant to conduct an annual review of the Group's risk management and internal control systems, which the Board considers adequate and effectively implemented during the year[141](index=141&type=chunk)[152](index=152&type=chunk) [Directors' and Auditor's Responsibilities](index=26&type=section&id=Directors%27%20and%20Auditor%27s%20Responsibilities) The Board confirms its responsibility for preparing true and fair financial statements, with no material uncertainties regarding the Group's going concern ability - The directors confirm their responsibility for preparing financial statements that give a true and fair view of the Group's affairs[158](index=158&type=chunk) [Shareholders' Rights and Investor Relations](index=27&type=section&id=Shareholders%27%20Rights%20and%20Investor%20Relations) The company protects shareholder rights and fosters investor relations through various communication channels, with dividend decisions based on financial performance and future prospects - Shareholders holding not less than **10%** of the company's paid-up share capital have the right to request the Board to convene an extraordinary general meeting[163](index=163&type=chunk) - The company has a shareholder communication policy, ensuring timely dissemination of information to shareholders through annual general meetings, the company website, announcements, and reports[170](index=170&type=chunk) - The company has no pre-set dividend payout ratio, and the Board will decide on dividend distribution at its discretion based on financial position, cash levels, and future growth needs[172](index=172&type=chunk) [Profile of Directors and Senior Management](index=29&type=section&id=Profile%20of%20Directors%20and%20Senior%20Management) This section provides detailed profiles of the company's executive directors, independent non-executive directors, and senior management, highlighting their experience and expertise [Profile of Directors and Senior Management](index=29&type=section&id=Profile%20of%20Directors%20and%20Senior%20Management) This section outlines the extensive experience of the executive directors, primarily Lau family members, and the diverse professional expertise of the independent non-executive directors - The executive director team primarily consists of members of the Lau family, including Chairman Mr. Lau Chun Ming, CEO Mr. Lau Chun Kwok, Executive Director Mr. Lau Chun Ka, and CFO Ms. Lau Pui Shan, who possess long-term experience in the foundation industry[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk)[181](index=181&type=chunk) - Independent non-executive directors include Professor Wong Sze Chuen, Registered Architect Mr. Chu Tak Sum, and Chartered Accountant Mr. Yip Tin Chee, bringing academic, architectural, and financial expertise to the Board[182](index=182&type=chunk)[183](index=183&type=chunk)[187](index=187&type=chunk) [Directors' Report](index=33&type=section&id=Directors%27%20Report) This report covers the Group's principal activities, financial highlights, major customer and supplier relationships, and continuing connected transactions [Principal Activities and Financials](index=33&type=section&id=Principal%20Activities%20and%20Financials) The Group primarily engaged in foundation engineering, with no final dividend recommended for the year, and reported HK$199 million in distributable reserves - The directors do not recommend a final dividend for the year ended March 31, 2024[204](index=204&type=chunk) - As of March 31, 2024, the company's distributable reserves amounted to **HK$199 million**[214](index=214&type=chunk) - During the year, the company did not purchase, sell, or redeem any of its listed securities[217](index=217&type=chunk) [Major Customers and Suppliers](index=40&type=section&id=Major%20Customers%20and%20Suppliers) The Group experienced high customer and supplier concentration, with the top five customers accounting for 100% of total revenue and the largest customer contributing 81% Customer and Supplier Concentration | Concentration Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Top Five Customers as % of Total Revenue | 100% | 96% | | Largest Customer as % of Total Revenue | 81% | 61% | | Top Five Suppliers as % of Total Purchases | 71% | 62% | | Largest Supplier as % of Total Purchases | 20% | 16% | [Continuing Connected Transactions](index=41&type=section&id=Continuing%20Connected%20Transactions) The Group engaged in continuing connected transactions, primarily property leases with related parties totaling HK$6,487,200, confirmed by independent non-executive directors as fair and reasonable - Independent non-executive directors have reviewed these continuing connected transactions and confirmed they were entered into on normal commercial terms in the Group's ordinary course of business, fair and reasonable, and in the overall interest of shareholders[282](index=282&type=chunk) Continuing Connected Transactions - Lease Agreements | Lease Purpose | Related Owner | Annual Rent (HKD) | | :--- | :--- | :--- | | Open Storage and Repair Yard | Ka Shun Limited | 4,320,000 | | Directors' Residence and Parking Spaces | Multiple Related Companies | 2,167,200 | | **Total** | | **6,487,200** | [Independent Auditor's Report](index=45&type=section&id=Independent%20Auditor%27s%20Report) This report presents the independent auditor's opinion on the consolidated financial statements and highlights key audit matters requiring significant management judgment [Auditor's Opinion and Key Audit Matters](index=45&type=section&id=Auditor%27s%20Opinion%20and%20Key%20Audit%20Matters) PricewaterhouseCoopers issued an unmodified opinion on the financial statements, highlighting accounting for construction contracts and machinery impairment as key audit matters - The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position and performance in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[308](index=308&type=chunk) - Key audit matters include: - **Accounting for construction contracts**: Involves significant judgment and estimation regarding progress of completion, total budgeted costs, and profit margins[317](index=317&type=chunk) - **Impairment of machinery and equipment**: Involves significant judgment and estimation regarding the recoverable amount of assets (higher of fair value less costs of disposal and value in use)[334](index=334&type=chunk) [Consolidated Financial Statements](index=59&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial statements, including the statement of comprehensive income, balance sheet, and cash flow statement [Consolidated Statement of Comprehensive Income](index=60&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's revenue increased to HK$458 million, achieving a gross profit of HK$31.81 million, while narrowing its annual loss to HK$28.28 million Consolidated Statement of Comprehensive Income Summary (For the year ended March 31) | Metric (HK$ thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 457,875 | 416,854 | | Cost of Sales | (426,064) | (417,591) | | **Gross Profit/(Loss)** | **31,811** | **(737)** | | Operating Loss | (18,540) | (24,033) | | Loss Before Income Tax | (29,380) | (31,010) | | **Loss for the Year** | **(28,281)** | **(31,455)** | | Basic and Diluted Loss Per Share (HK cents) | (1.68) | (1.87) | [Consolidated Balance Sheet](index=61&type=section&id=Consolidated%20Balance%20Sheet) Total assets decreased to HK$864 million, with total liabilities at HK$393 million and total equity at HK$471 million, primarily due to a decline in cash and cash equivalents Consolidated Balance Sheet Summary (As of March 31) | Metric (HK$ thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Non-current Assets** | **563,177** | **576,523** | | Of which: Machinery and Equipment | 513,843 | 527,186 | | **Current Assets** | **300,413** | **394,907** | | Of which: Cash and Cash Equivalents | 85,727 | 197,074 | | **Total Assets** | **863,590** | **971,430** | | **Current Liabilities** | **220,712** | **266,722** | | **Non-current Liabilities** | **172,275** | **204,754** | | **Total Liabilities** | **392,987** | **471,476** | | **Total Equity** | **470,603** | **499,954** | [Consolidated Statement of Cash Flows](index=64&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced net cash outflows from operating, investing, and financing activities, resulting in a net decrease of HK$111.35 million in cash and cash equivalents Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Metric (HK$ thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (33,322) | (58,095) | | Net Cash Used in Investing Activities | (15,053) | (31,644) | | Net Cash (Used in)/From Financing Activities | (62,972) | 158,885 | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(111,347)** | **69,146** | | Cash and Cash Equivalents at Beginning of Year | 197,074 | 127,928 | | **Cash and Cash Equivalents at End of Year** | **85,727** | **197,074** | [Five Year Financial Summary](index=145&type=section&id=Five%20Year%20Financial%20Summary) This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profitability, assets, liabilities, and equity [Five Year Financial Summary](index=145&type=section&id=Five%20Year%20Financial%20Summary) Over five years, revenue fluctuated, the Group recorded losses in the last four fiscal years, and total assets and equity have consistently declined since 2020 Five-Year Financial Data Summary (For the year ended March 31) | Metric (HK$ thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 457,875 | 416,854 | 362,514 | 356,211 | 916,831 | | **Gross Profit/(Loss)** | 31,811 | (737) | (57,522) | (4,053) | 126,666 | | **Annual (Loss)/Profit** | (28,281) | (31,455) | (100,697) | (33,751) | 73,018 | | **Total Assets** | 863,590 | 971,430 | 804,206 | 933,369 | 1,043,370 | | **Total Liabilities** | 392,987 | 471,476 | 272,107 | 302,383 | 345,443 | | **Total Equity** | 470,603 | 499,954 | 532,099 | 630,986 | 697,927 |

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。 ...

Financial Performance - Revenue for the first half of 2022/23 decreased by 42% to HKD 125 million compared to HKD 217 million in the same period last year[5] - The company recorded a net loss of HKD 87 million for the period, compared to a net loss of HKD 12 million in the previous year[5] - Revenue from customer contracts for the six months ended September 30, 2022, was approximately HKD 124.5 million, a decrease of 42.5% compared to HKD 217.0 million in 2021[36] - The gross loss for the period was HKD 71.7 million, compared to a gross profit of HKD 7.4 million in the previous year[36] - Operating loss for the six months ended September 30, 2022, was HKD 87.6 million, significantly higher than the operating loss of HKD 14.1 million in 2021[36] - The company reported a net loss of HKD 86,788,000 for the six months ended September 30, 2022, compared to a loss of HKD 12,293,000 for the same period in 2021, indicating a significant increase in losses[39] - The basic and diluted loss per share for the period was HKD 5.17, compared to HKD 0.73 in the previous year[36] - The company’s total equity decreased to HKD 445,311,000 as of September 30, 2022, down from HKD 618,693,000 as of September 30, 2021, reflecting a decline of about 28%[39] - Basic loss per share increased to HKD (5.17) from HKD (0.73), reflecting a significant decline in profitability[57] Cash Flow and Liquidity - Cash used in operating activities amounted to HKD 57,369,000 for the six months ended September 30, 2022, compared to HKD 10,525,000 in the previous year, reflecting a deterioration in cash flow[40] - The company generated cash inflow from financing activities of HKD 162,077,000, a substantial improvement from a cash outflow of HKD 18,946,000 in the same period last year[41] - Total cash and cash equivalents increased to HKD 227,964,000 as of September 30, 2022, up from HKD 131,483,000 at the end of the previous year[41] - Cash and bank balances increased to approximately HKD 228 million from HKD 128 million as of March 31, 2022[19] - The company’s cash and cash equivalents at the beginning of the period were HKD 127,928,000, compared to HKD 168,087,000 at the same time last year, indicating a decrease in available cash[41] Assets and Liabilities - The total assets as of September 30, 2022, amounted to HKD 887.4 million, an increase from HKD 804.2 million as of March 31, 2022[37] - The total liabilities increased to HKD 442.1 million as of September 30, 2022, compared to HKD 272.1 million as of March 31, 2022[38] - The net debt ratio as of September 30, 2022, was 15%, compared to zero as of March 31, 2022[21] - Total borrowings increased to HKD 195,184,000 from HKD 97,880,000, representing a growth of about 99%[63] Operational Highlights - The total value of major contracts on hand increased significantly to approximately HKD 1,023 million from about HKD 190 million[4] - The company expects the operating environment to improve in 2023 due to government development plans aimed at enhancing housing and land supply[14] - The company has secured two long-term credit facilities totaling HKD 200 million to support ongoing and new project bids[18] - The company took out long-term bank loans amounting to HKD 100,000,000 during the reporting period, compared to HKD 16,800,000 in the previous year[40] Expenses - Administrative expenses for the period were approximately HKD 20 million, similar to HKD 22 million in the previous year[16] - Total administrative expenses decreased to HKD 20,381,000 from HKD 21,598,000, reflecting a decline of about 5.6%[20] - The company’s interest paid increased to HKD 2,240,000 in the current period from HKD 500,000 in the previous year, indicating higher borrowing costs[40] - Financial expenses netted at HKD (1,940,000), up from HKD (704,000), indicating a rise in financial costs[53] Employee and Management Compensation - The company has approximately 240 employees as of September 30, 2022, down from 246 employees as of March 31, 2022[26] - Total remuneration for key management personnel was HKD 2,946,000 for the six months ended September 30, 2022, compared to HKD 2,910,000 in the previous year[70] Other Income and Expenses - Other income increased significantly to HKD 4,497,000 from HKD 59,000, primarily due to government subsidies related to the employment support scheme[52] - The company reported a current tax expense of HKD 631,000, up from HKD 34,000, indicating a significant increase in tax liabilities[55] - Rental expenses paid to related parties amounted to HKD 720,000 for 嘉勳地產控股有限公司, and HKD 100,000 for 長升發展有限公司 during the six months ended September 30, 2022[64] - The company reported a payable of HKD 100,000 to 三和修船廠有限公司 as of September 30, 2022[72]

Construction Industry Challenges - The construction industry faced significant challenges due to COVID-19, impacting both public and private sector projects[11] - The Group anticipates a recovery in the construction market, especially in the public sector, with more tenders available and increased contract prices compared to the previous year[40][47] - The Group faces acute risks from extreme weather events, which can disrupt construction and supply chains, particularly in coastal areas like Hong Kong[181] - Long-term risks include unstable supply of construction raw materials and adverse impacts on employee health due to climate change[188] Government Initiatives and Housing Development - The Hong Kong government plans to develop a "Northern Metropolis" over 20 years, covering approximately 300 square kilometers and accommodating one-third of the population[12] - The government aims to build around 330,000 public housing units by 2032 to address long waiting times, with 350 hectares of land secured for this purpose[12] - The Board supports the government in expediting public works projects and expanding infrastructure investments for Hong Kong's future development[19] Company Performance and Financials - The Group's revenue for the year increased by 2% to HK$363 million, compared to HK$356 million in the previous year, primarily driven by three major construction projects[26][28] - The Group recorded a gross loss of HK$58 million for the year, compared to a gross loss of HK$4 million in the previous year[49] - The net loss for the year was HK$101 million, significantly higher than the net loss of HK$34 million in the previous year, primarily due to the gross loss and fixed administrative expenses of HK$44 million[51] - The current ratio decreased to 1.1 times as of March 31, 2022, down from 1.5 times in 2021, indicating a decline in liquidity[56] - Total cash and bank balances decreased to approximately HK$128 million from HK$191 million in 2021, mainly due to operating losses incurred during the year[59] - The Group's total equity as of March 31, 2022, was approximately HK$528 million, down from HK$627 million in 2021[65] Project Contributions to Revenue - The East Kowloon Public Housing project contributed approximately 43% to the Group's revenue for the year, with a contract value of about HK$250 million[31][35] - The West Kowloon Cultural District project accounted for about 24% of the Group's revenue, with an original contract value of approximately HK$138 million, which has increased by over 30% due to re-measurements[36][42][43] - The Kwun Tong Commercial Building project contributed around 16% to the Group's revenue, with a contract value of approximately HK$161 million[38][45] Employee and Workforce Management - As of March 31, 2022, the Group had approximately 246 employees, a decrease from 285 in 2021[86] - The Group's average monthly employee turnover rate was 2.55% in Hong Kong, with male turnover at 2.40% and female turnover at 4.17%[197] - The Group's employee demographic shows 46% aged 46-60, 29% aged 32-45, and 20% aged 61 or above[195] - The remuneration package for employees includes salary, discretionary bonuses, and allowances, with performance appraisals influencing salary raises and promotions[86] Environmental, Social, and Governance (ESG) Initiatives - Sam Woo Construction Group Limited issued its Environmental, Social and Governance (ESG) report for the year from April 1, 2021, to March 31, 2022, focusing on sustainable development and stakeholder expectations[96] - The Board of Directors is responsible for the Group's ESG strategy and regularly monitors ESG targets and progress to ensure sustainable development[100] - The Group adheres to the "comply or explain" provisions of the ESG Reporting Guide, ensuring all recommended disclosures are included in the report[104] - The report includes quantitative data on greenhouse gas emissions, following international standards such as ISO 14064, and conducting energy and carbon audits[111] - The Group has committed to corporate social responsibility by donating to various charities and community organizations over the past year[97] Environmental Management and Sustainability - The Group has implemented ISO 14001 for environmental management and ISO 50001 for energy management, promoting efficient energy use and compliance with environmental regulations[91] - The Group's environmental policies aim to minimize adverse impacts on the environment and foster employee awareness of environmental responsibilities[87] - The Group promotes wastewater recycling by treating construction wastewater for reuse, reducing overall water consumption[154] - The Group has implemented comprehensive construction waste management plans to reduce hazardous waste generation and promote recycling[150] - The Group emphasizes water conservation and efficiency enhancement through strict management of water resources and promoting the use of recycled water[164] Risk Management and Compliance - The Group's measures to tackle extreme weather risks include adherence to safety guidelines issued by the Labour Department[182] - The Group has established employment policies that comply with relevant laws, ensuring no violations occurred during the reporting period[198] - There were no prosecutions for violations of environmental protection laws during the reporting period[133] Supplier and Stakeholder Relations - The Group maintains a pre-approved supplier list, assessing suppliers based on track record, pricing, market reputation, timely delivery, financial conditions, and after-sales service[80] - The Group has maintained good relationships with suppliers, subcontractors, and manufacturers, contributing to operational stability[82] - The Group emphasizes the importance of communication with stakeholders for business development and sustainable growth[118] - The Group maintains transparent communication with investors through regular meetings, emails, and announcements[120]

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) 中期報告 2021/22 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 : 3822) INTERIM REPORT 2021/22 三和建築集團有限公司 中期報告 2021/22 三和建築集團有限公司（「本公司」）董事會（「董事會」）欣然呈列本公司及其附屬公司（統稱「本集 團」）截至2021年9月30日止六個月（「本期間」）的未經審核中期業績，連同2020年同期（「去年同 期」）的比較數字。該等資料應與截至2021年3月31日止年度的年度財務報表一併閱讀。 摘要 2021/22上半年 2020/21上半年 收入 217百萬港元 128百萬港元 本期間虧損 (12)百萬港元 (43)百萬港元 每股虧損 (0.73)港仙 (2.55)港仙 2021年9月30日 2021年3 ...