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 | | Report of the Directors | | | 董事會報告 | 14 | | Biographies of the Directors and Senior Management | | | 董事及高級管理層履歷 | 29 | | Corporate Governance Report | | | 企業管治報告 | 32 | | Environmental, Social and Governance Report | | | 環境、社會及管治報告 | 46 | | Independent Auditor's Report | | | 獨立核數師報告 | 66 | | Consolidated Statement of Profit or Loss and | | | Other ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 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之任何損失 承 擔 任 何 責 任。 WAH WO HOLDINGS GROUP LIMITED 華和控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：9938） 截 至2025年3月31日止年度之年度業績公告 華 和 控 股 集 團 有 限 公 司（「本公司」）之 董 事（「董 事」）會（「董事會」）欣 然 宣 佈，本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至2025年3月31日止年度之經審核綜合年度業 績（「年度業績」）。本 公 告 載 有 本 公 司 截 至2025年3月31日 止 年 度 之 年 報（「年 報」） 全 文，符 合 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）證 券 上 市 規 則 項 下 有 關 初 步 年 度 業 績 公 告 附 載 的 資 料 ...

Financial Performance - The group's revenue increased by approximately 162,232,000 HKD or about 202.4% to approximately 242,384,000 HKD for the six months ended September 30, 2024, compared to approximately 80,152,000 HKD for the same period in 2023[19]. - The gross profit for the review period was approximately 21,109,000 HKD, an increase of about 115.8% from approximately 9,780,000 HKD for the six months ended September 30, 2023[20]. - The group recorded a net profit of approximately 1,227,000 HKD for the review period, compared to a net loss of approximately 1,615,000 HKD for the same period in 2023[16]. - The profit attributable to the company's owners increased by approximately 176.0% to about HKD 1,227,000, compared to a loss of about HKD 1,615,000 for the six months ended September 30, 2023[26]. - Basic and diluted earnings per share for the period were HKD 0.12, recovering from a loss of HKD 0.16 per share in the previous year[49]. - The group reported a profit before tax of HKD 1,546,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,410,000 for the same period in 2023[77]. Revenue Breakdown - Revenue for the six months ended September 30, 2024, reached HKD 242,384 thousand, a significant increase from HKD 80,152 thousand in the same period of 2023, representing a growth of 202%[49]. - Revenue from residential building construction services reached HKD 236,970,000, up from HKD 65,381,000, marking an increase of 263% year-on-year[69]. - The group’s construction and related services segment generated external revenue of HKD 240,397,000, a substantial increase from HKD 79,436,000 in the prior year[75]. - The company reported external revenue from investment property leasing of HKD 1,987,000, compared to HKD 716,000 in the previous year, reflecting an increase of 177%[75]. Cost and Expenses - The gross profit margin for the review period was approximately 8.7%, down from approximately 12.2% for the six months ended September 30, 2023, due to intense industry competition[20]. - Administrative expenses increased by approximately 35.0% to about HKD 11,271,000, mainly due to higher legal and professional fees and increased employee costs[23]. - Financing costs rose by approximately 483.3% to about HKD 280,000, attributed to the full-period effect of bank borrowings and lease liabilities[25]. - The total cost of construction projects for the six months ended September 30, 2024, was HKD 220,877,000, compared to HKD 70,059,000 in the previous year, indicating a significant rise in project costs[82]. Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 269,772 thousand, compared to HKD 333,732 thousand as of March 31, 2024, reflecting a decrease in total assets[51]. - Current liabilities increased to HKD 76,367 thousand from HKD 139,390 thousand, indicating improved liquidity management[51]. - Trade receivables, net of impairment, increased to HKD 70,692,000 as of September 30, 2024, from HKD 36,817,000 as of March 31, 2024[99]. - Trade payables increased significantly to HKD 119,521,000 as of September 30, 2024, compared to HKD 58,833,000 as of March 31, 2024[103]. - The company’s contract assets increased to HKD 59,367,000 as of September 30, 2024, from HKD 39,759,000 as of March 31, 2024, indicating growth in construction services provided[98]. Investment Properties - The investment property leasing segment recorded a profit of approximately 121,000 HKD during the review period, with a total of seven investment properties held by the group[14]. - The fair value loss of investment properties during the review period was approximately HKD 962,000, compared to about HKD 3,346,000 for the six months ended September 30, 2023[21]. - The company recorded a fair value loss on investment properties of HKD 962 thousand, compared to a loss of HKD 3,346 thousand in the previous year, indicating improved performance in this area[49]. - As of September 30, 2024, the group's investment properties were valued at approximately HKD 97,800,000, with bank financing of HKD 92,880,000 secured against these properties[109]. Future Outlook and Strategies - The group plans to adopt more competitive bidding pricing policies and strict cost control measures to achieve reasonable project gross margins in response to market challenges[17]. - The group anticipates that the situation will improve as more investment properties become available for lease in the future[14]. - The overall industry outlook remains challenging due to various factors, including high-interest rates and increased credit risk in the construction sector[17]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[54]. Corporate Governance - The board decided not to recommend the payment of an interim dividend for the review period, consistent with the previous period[46]. - The company confirms it has maintained sufficient public float as per listing rules during the review period[144]. - The audit committee, established on December 12, 2019, consists of three independent non-executive directors to oversee internal controls and financial reporting[145]. - The mid-term financial performance has been reviewed and approved by the audit committee, ensuring compliance with applicable accounting standards and regulations[147]. - The board of directors is composed of five members, including executive and independent non-executive directors, ensuring a balance of experience and independence[148]. - The company expects to continue adhering to the corporate governance code to protect shareholders' best interests[139].

Financial Performance - For the six months ended September 30, 2024, the total contract amount for ongoing projects was approximately HKD 804.7 million, with confirmed revenue totaling about HKD 416.7 million[12]. - The group recorded a gross profit of approximately HKD 21.1 million for the review period, compared to HKD 9.78 million for the six months ended September 30, 2023, reflecting a significant increase[13]. - The gross profit margin for the review period was approximately 8.7%, down from 12.2% for the same period last year[13]. - Revenue increased by approximately HKD 162,232,000 or about 202.4% to approximately HKD 242,384,000 during the review period, mainly due to the completion of several projects[18]. - The company reported a net profit of HKD 1,227,000 for the period, a turnaround from a loss of HKD 1,615,000 in the previous year[48]. - Total revenue for the six months ended September 30, 2024, was HKD 242,384,000, a significant increase from HKD 80,152,000 in the same period of 2023, representing a growth of approximately 202%[68]. - Gross profit for the same period was HKD 21,109,000, compared to HKD 9,780,000 in 2023, reflecting a gross margin improvement[48]. Investment Properties - The group currently holds seven investment properties, three of which have been launched in the market after renovation, while four are still undergoing renovations[13]. - The investment property leasing segment recorded a profit of approximately HKD 121,000 during the review period, indicating potential for future growth as more properties become available for lease[13]. - The group aims to enhance its investment property leasing business, which is still in its early stages, with plans for further property acquisitions and renovations[13]. - The group anticipates improved performance in the investment property segment as more properties are completed and leased out in the future[13]. - The total external revenue from investment property leasing was HKD 1,987,000, compared to HKD 716,000 in the previous year, showing an increase of approximately 177%[74]. - The group acquired additional investment properties worth HKD 962,000 during the review period, reflecting ongoing expansion efforts[90]. Costs and Expenses - Administrative expenses rose by approximately 35.0% to about HKD 11,271,000, driven by increased legal and professional fees and higher employee costs[22]. - Financing costs increased by approximately 483.3% to about HKD 280,000 due to the full effect of bank borrowings and lease liabilities during the review period[24]. - Construction costs surged to HKD 220,877,000 from HKD 70,059,000 year-on-year, reflecting increased project activity[81]. Cash Flow and Assets - The group had cash and bank balances totaling approximately HKD 39,833,000 as of September 30, 2024, up from approximately HKD 30,704,000 on March 31, 2024[26]. - The net cash flow from operating activities for the six months ended September 30, 2024, was HKD 29,458,000, compared to a negative cash flow of HKD 20,574,000 for the same period in 2023[57]. - The net cash flow used in investing activities was HKD 26,743,000, compared to HKD 20,682,000 in the previous year, reflecting increased investment activities[57]. - The company reported a net increase in cash and cash equivalents of HKD 1,944,000, with a cash and bank balance of HKD 32,633,000 at the end of the period, compared to HKD 28,441,000 at the end of the same period in 2023[59]. Liabilities and Financial Position - The group’s asset-liability ratio was approximately 5.1% as of September 30, 2024, slightly down from 5.3% on March 31, 2024[31]. - Contingent liabilities related to performance guarantees amounted to approximately HKD 61,383,000 as of September 30, 2024, up from approximately HKD 25,147,000 on March 31, 2024[35]. - The company’s total liabilities increased significantly, indicating a potential shift in financial leverage and operational strategy[104]. - The company’s outstanding loan commitments were HKD 2,000,000 as of September 30, 2024, compared to zero as of March 31, 2024[115]. Employee and Management - The total employee cost for the period was approximately HKD 18,997,000, up from HKD 14,953,000 in the previous year, indicating a 27% increase[43]. - The number of employees increased to 130 as of September 30, 2024, from 90 in the previous year, representing a growth of 44%[43]. - The total compensation for key management personnel was HKD 1,134,000 for the six months ended September 30, 2024, compared to HKD 1,098,000 for the same period in 2023, reflecting an increase of approximately 3.3%[122]. Corporate Governance - The company plans to continue adhering to corporate governance codes to safeguard shareholder interests[138]. - The board believes that the dual role of the chairman and CEO held by Mr. Chen Yuehua enhances effective business planning and decision-making[138]. - The company has adopted and complied with the corporate governance code as per the listing rules during the review period[140]. - The audit committee, established on December 12, 2019, consists of three independent non-executive directors to review internal controls, risk management, and financial reporting[144]. - The interim financial performance for the review period has been reviewed and approved by the audit committee, ensuring compliance with applicable accounting standards and listing rules[146].

Financial Performance - The Group recorded total revenue of HK$238.4 million for the year ended 31 March 2024, an increase of approximately 14.4% compared to HK$208.4 million for the previous year[12]. - The Group reported a net loss of approximately HK$55.1 million, a decrease of approximately HK$58.0 million compared to the net profit for the year ended 31 March 2023[12]. - The Group's revenue increased by approximately HK$30,075,000 or 14.4%, from approximately HK$208,350,000 for the year ended 31 March 2023 to approximately HK$238,425,000 for the Year[33]. - The gross profit for the Year was approximately HK$21,250,000, representing a decrease of approximately 15.9% compared to approximately HK$25,263,000 for the year ended 31 March 2023, with a gross profit margin of approximately 8.9%[27][34]. - The Group recorded a consolidated net loss of approximately HK$55,106,000 for the Year, a significant increase from a net profit of approximately HK$2,852,000 for the year ended 31 March 2023[27][44]. - Losses from other income, gains, and losses amounted to approximately HK$13,865,000, an increase of HK$11,609,000 compared to losses of approximately HK$2,256,000 for the previous year[35][39]. - Administrative expenses increased by approximately 12.1% to approximately HK$18,751,000 from approximately HK$16,728,000 for the year ended 31 March 2023[36][40]. - Finance costs rose approximately 945.5% to approximately HK$345,000 compared to approximately HK$33,000 for the year ended 31 March 2023, mainly due to lease liabilities and increased mortgage loan interest[43]. - The Group reported a loss attributable to owners of approximately HK$55,106,000 for the year, an increase of about 2,032.2% compared to a profit of approximately HK$2,852,000 in 2023[48]. Market Conditions - The construction industry in Hong Kong faces intense competition, exerting downward pressure on pricing, margins, and overall profitability[13]. - The economic recovery from COVID-19 in Hong Kong has been limited, with high-interest rates continuing to pressure demand for residential properties[13]. - The removal of certain stamp duty measures and easing of mortgage loan-to-value ratios have had a limited effect on market recovery[13]. Business Operations - As of 31 March 2024, the Group has 13 ongoing projects with an aggregate contract sum of approximately HK$647.7 million and recognized revenue of approximately HK$187.2 million[21]. - The Group is focused on façade works, including design and build services for new buildings and renovation services for existing premises[11]. - The Group's services include developing designs, conducting structural calculations, and managing procurement and installation works[19]. - The Group will remain vigilant in monitoring business operations following the winding up of a major customer, Fung Cheung Kee Group[17]. - The Group's projects are non-recurring, and failure to secure new projects could materially affect sustainability and financial performance[85]. Investment Properties - The Group held a total of seven investment properties as of 31 March 2024, with three already on the market after renovation[26][29]. - The rental segment for investment properties incurred a loss of approximately HK$95,000 during the year, excluding a fair value change of approximately HK$19,145,000[26][29]. - The Group anticipates improvement in the rental segment as more investment properties become available for lease in the future[26][31]. - The Group's investment properties had a carrying amount of approximately HK$97,800,000 as of March 31, 2024, compared to approximately HK$81,700,000 in 2023[52]. Financial Position - As of March 31, 2024, the Group's total cash and bank balances were approximately HK$30,704,000, a decrease of about 51.7% from approximately HK$63,555,000 in 2023[46]. - The Group's interest-bearing bank borrowings amounted to approximately HK$6,701,000 as of March 31, 2024, compared to nil in 2023[46]. - The gearing ratio as of March 31, 2024, was approximately 5.3%, significantly up from approximately 0.2% in 2023[55]. - Capital expenditure for the year included approximately HK$1,946,000 for property, plant, and equipment, and approximately HK$23,945,000 for investment properties, down from approximately HK$3,584,000 and HK$50,124,000 in 2023 respectively[56]. - The Group had capital commitments for property, plant, and equipment amounting to approximately HK$Nil as of March 31, 2024, compared to HK$256,000 in 2023[66]. - Contingent liabilities not provided for in the financial statements included guarantees given to banks for surety bonds of approximately HK$25,147,000, an increase from approximately HK$12,202,000 in 2023[66]. - As of March 31, 2024, the Group had approximately HK$18,288,000 of time deposits pledged for banking facilities, up from approximately HK$10,173,000 in 2023[52]. Human Resources - The Group employed a total of 96 employees as of March 31, 2024, compared to 63 employees as of March 31, 2023, representing a 52.4% increase in workforce[75]. - Total staff costs, including Directors' emoluments, were approximately HK$36,602,000 for the Year, up from approximately HK$30,492,000 in 2023, indicating a 20.3% increase[75]. - The Group's human resource management aims to reward employees with competitive remuneration and career development opportunities[115]. Shareholder Information - The Board resolved not to recommend the declaration of a final dividend to shareholders for the Year[100]. - As of March 31, 2024, there were no distributable reserves available for shareholders, down from approximately HK$62,998,000 in 2023[127]. - The annual general meeting is scheduled for August 23, 2024, with the register of members closed from August 20 to August 23, 2024[104]. - As of March 31, 2024, Mr. Chen Yuet Wa holds 750,000,000 shares, representing 75% of the company's shareholding[150]. - Ornate Bright Limited, wholly owned by Mr. Chen Yuet Wa, is the beneficial owner of the 750,000,000 shares[157]. - Ms. Wong Chun Siu, spouse of Mr. Chen Yuet Wa, is deemed to have an interest in all shares held by him, also totaling 750,000,000 shares or 75%[157]. Corporate Governance - The Group has complied with the Non-Competition Undertaking as confirmed by the Independent Non-executive Directors[162]. - All independent non-executive Directors have confirmed their independence under the Listing Rules[143]. - The Company has arranged appropriate insurance coverage for Directors' and officers' liabilities[163]. - The Company did not purchase, sell, or redeem any of its listed securities during the Year[170]. - There were no significant transactions or contracts involving Directors with material interests during the year[142]. - The Company has adhered to the minimum exemption thresholds for continuing connected transactions as per the Listing Rules[194]. Related Party Transactions - The Group recognized a right-of-use asset and a lease liability of approximately HK$7,206,000 for a lease arrangement with Ms. Wong Chun Siu, spouse of the Controlling Shareholder[181]. - Lease payments to Ms. Wong Chun Siu amounted to HK$1,432,000 in 2024, an increase from HK$1,320,000 in 2023[187]. - A new one-year lease arrangement was established with a related party, which is exempt from reporting and independent shareholders' approval requirements under the Listing Rules[194]. - Significant related party transactions are disclosed in note 37 of the financial statements, with no transactions constituting disclosable non-exempted connected transactions[195]. Share Option Scheme - The Company has a Share Option Scheme valid until December 12, 2029, allowing eligible participants to subscribe for shares, with a maximum of 100,000,000 shares to be issued, representing 10% of the shares in issue as of the date of the annual report[197]. - The total number of shares that may be issued upon exercise of options under the Share Option Scheme in any 12-month period shall not exceed 1% of the shares in issue at the date of grant[198]. - For substantial shareholders or independent non-executive directors, the maximum share award in the Share Option Scheme is limited to 0.1% of the shares in issue, with a maximum aggregate value of HK$5.0 million[200]. - The Share Option Scheme aims to incentivize and retain high-caliber employees and attract valuable human resources to the Group[196].

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 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之任何損失 承 擔 任 何 責 任。 WAH WO HOLDINGS GROUP LIMITED 華和控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：9938） 截 至2024年3月31日止年度之年度業績公告 華 和 控 股 集 團 有 限 公 司（「本公司」）之 董 事（「董 事」）會（「董事會」）欣 然 宣 佈，本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至2024年3月31日止年度之經審核綜合年度業 績（「年度業績」）。本 公 告 載 有 本 公 司 截 至2024年3月31日 止 年 度 之 年 報（「年 報」） 全 文，符 合 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）證 券 上 市 規 則 項 下 有 關 初 步 年 度 業 績 公 告 附 載 的 資 料 ...

Financial Performance - The group recorded a net loss of approximately HKD 1,615,000 for the six months ended September 30, 2023, compared to a net profit of HKD 4,252,000 for the same period in 2022[12]. - The group's revenue decreased by approximately HKD 21,799,000 or about 21.4% to approximately HKD 80,152,000 for the six months ended September 30, 2023, compared to approximately HKD 101,951,000 for the same period in 2022[18]. - The company reported a loss before tax of HKD 1,410,000, compared to a profit of HKD 4,838,000 in the previous year[47]. - The loss attributable to the company's owners increased by approximately HKD 5,867,000 or about 138.0% to approximately HKD 1,615,000 for the review period, compared to a profit of approximately HKD 4,252,000 for the same period in 2022[26]. - The basic and diluted loss per share was HKD (0.16), compared to earnings of HKD 0.43 per share in the previous year[47]. Revenue Breakdown - Total revenue for the six months ended September 30, 2023, was HKD 80,152,000, a decrease of 21.5% from HKD 101,951,000 in the same period of 2022[65][66]. - Customer contract revenue decreased to HKD 79,436,000 from HKD 101,739,000, representing a decline of 22% year-over-year[65][66]. - Rental income increased to HKD 716,000 from HKD 212,000, showing a significant growth of 237.7%[65]. - The construction services for residential buildings generated HKD 65,381,000, down from HKD 90,866,000, a decrease of 28%[66]. - The investment property leasing segment reported external revenue of HKD 716,000, compared to HKD 212,000 in the previous year[70]. Gross Profit and Margins - The group reported a gross profit of approximately HKD 9,780,000 during the review period, with a gross profit margin of approximately 12.2%, compared to a gross profit of approximately HKD 11,799,000 and a margin of 11.6% for the same period in 2022[11]. - Gross profit for the review period was approximately HKD 9,780,000, a decrease of about 17.1% from approximately HKD 11,799,000 for the six months ended September 30, 2022, with a stable gross profit margin of approximately 12.2%[19]. Investment Properties - The group incurred a loss of approximately HKD 192,000 in the investment property leasing segment, which is still in its initial stage[11]. - The group has purchased an additional investment property and plans to allocate more resources to this segment, aiming to generate rental income after renovations[16]. - The group has a total of six investment properties, with two already on the market after renovations and three currently undergoing renovations[11]. - The group recorded a fair value loss on investment properties of approximately HKD 3,346,000 during the review period, resulting from non-cash changes in fair value upon revaluation[20]. - The company incurred a fair value loss on investment properties of HKD 3,346,000 during the period[47]. Competition and Market Conditions - The group anticipates facing increased competition in the industry due to rising interest rates and a downturn in the Hong Kong property market, which has seen prices drop nearly 17% since August 2021[15]. - The group aims to maintain a competitive bidding pricing policy and strict cost control to achieve reasonable project gross margins amid industry challenges[15]. - The board remains optimistic about the long-term capital appreciation potential of investment properties despite the current market downturn[15]. Administrative and Financing Costs - Administrative expenses increased by approximately 3.8% to about HKD 8,348,000 compared to approximately HKD 8,042,000 for the same period in 2022[22]. - Financing costs rose by approximately 118.2% to about HKD 48,000, primarily due to new bank borrowings offsetting a decrease in lease liabilities[25]. Cash and Assets - As of September 30, 2023, the group's cash and bank balances totaled approximately HKD 30,661,000, down from approximately HKD 63,555,000 as of March 31, 2023[27]. - Total non-current assets increased to HKD 151,157,000 from HKD 138,462,000 as of March 31, 2023[48]. - Current assets decreased to HKD 133,335,000 from HKD 143,131,000 as of March 31, 2023[48]. - The company’s total assets less current liabilities stood at HKD 247,139,000, slightly up from HKD 245,766,000 as of March 31, 2023[48]. Employee Costs - The total employee cost for the review period was approximately HKD 14,953,000, compared to approximately HKD 13,657,000 for the same period in 2022, with the number of employees increasing to 90 from 63[42]. Shareholder Information - As of September 30, 2023, the major shareholder, Huayao, holds 750,000,000 shares, representing 75% of the company's equity[121]. - The spouse of the major shareholder, Ms. Huang Chunxiao, is also deemed to hold 750,000,000 shares, equating to 75% equity interest[121]. Corporate Governance - The company confirms compliance with the corporate governance code, with the roles of chairman and CEO currently held by the same individual, Mr. Chen Yuehua[127]. - The audit committee, established on December 12, 2019, consists of three independent non-executive directors to oversee internal controls and financial reporting[132]. - The mid-term financial performance has been reviewed and approved by the audit committee, ensuring compliance with applicable accounting standards and regulations[135].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 WAH WO HOLDINGS GROUP LIMITED 華 和 控 股 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：9938） 截 至2023年9月30日 止 六 個 月 的 中 期 業 績 公 告 華和控股集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司 及其附屬公司（統稱「本集團」）截至2023年9月30日止六個月之未經審核簡明綜 合中期財務報表（「中期業績」）。本公告載列本公司截至2023年9月30日止六個月 之中期報告（「中期報告」）全文，有關內容乃根據香港聯合交易所有限公司（「聯 交所」）證券上市規則之相關規定而編製。中期業績未經審核，惟已經董事會審 核委員會審閱及批准。本公告將刊登於本公司網站(www.wahwoalum.com)及聯交 所網站(www.hkexnews.hk)。中期報告將寄發予本公司股東，屆時將亦可於上述 網站查閱。 ...

Financial Performance - The Group recorded total revenue of HK$208.4 million for the year ended 31 March 2023, a decrease of approximately 6.7% compared to HK$223.2 million for the previous year[12]. - The net profit for the Group increased to approximately HK$2.9 million, representing an increase of approximately 107.1% from HK$1.4 million for the year ended 31 March 2022[12]. - The Group's revenue from construction and ancillary services and rental of investment properties decreased by approximately HK$14.8 million or approximately 6.7%, from approximately HK$223.2 million for the year ended 31 March 2022 to approximately HK$208.4 million for the Year[35]. - The gross profit for the Year amounted to approximately HK$25.3 million, representing an increase of approximately 55.2% compared to approximately HK$16.3 million for the year ended 31 March 2022[36]. - The gross profit margin for the Year was approximately 12.1%, compared to approximately 7.3% for the year ended 31 March 2022[36]. - The Group recorded a consolidated net profit of approximately HK$2.9 million for the Year, compared to an audited consolidated net profit of approximately HK$1.4 million for the year ended 31 March 2022[29]. - The rental of investment properties segment suffered a loss of approximately HK$395,000 during the year ended 31 March 2023, excluding a fair value change on investment properties of HK$4.7 million[28]. - Other income, gain and losses for the Year amounted to losses of approximately HK$2.3 million, a decrease of HK$4.6 million compared to a gain of approximately HK$2.3 million for the year ended 31 March 2022[37]. - Administrative expenses for the Year amounted to approximately HK$16.7 million, representing a decrease of approximately 4.0% compared to approximately HK$17.4 million for the year ended 31 March 2022[38]. - Profit attributable to owners of the Company increased by approximately HK$1.5 million or approximately 107.1% to approximately HK$2.9 million for the year[46]. Investment and Property Management - The Group acquired two additional investment properties during the year, enhancing its rental income segment[18]. - The Group plans to lease out the newly acquired investment properties for rental income after existing tenancies expire and renovations are completed[18]. - The Group is optimistic about the potential for capital appreciation from investment properties in the long run[18]. - The Group intends to lease out acquired investment properties for rental income after renovations, with five investment properties currently held as of 31 March 2023[28]. - The Group anticipates exploring suitable development opportunities to broaden its revenue base and benefit shareholders[30]. Market Environment and Challenges - The Group faces challenges from intense competition and a difficult business environment, including the impact of COVID-19 and global economic uncertainties[13]. - The overall outlook for the industry remains challenging, with geopolitical tensions and high inflation affecting the business environment[13]. - The Group intends to adopt a more competitive tender pricing policy and stringent cost control measures to maintain reasonable project gross margins[13]. Financial Position and Management - The Group's total cash and bank balances as of March 31, 2023, were approximately HK$63.6 million, compared to approximately HK$62.8 million in 2022, with no bank borrowings[48]. - The gearing ratio as of March 31, 2023, was approximately 0.2%, down from approximately 0.7% in 2022[57]. - Capital expenditure for the year included approximately HK$3.6 million for property, plant, and equipment, and approximately HK$50.1 million for investment properties, compared to HK$421,000 and HK$82.0 million in 2022, respectively[58]. - The Group maintained a prudent financial management approach, closely monitoring its liquidity position to meet funding requirements[49]. - The Group had contingent liabilities of approximately HK$12.2 million related to written guarantees to banks, down from approximately HK$33.0 million in 2022[72]. Shareholder and Dividend Information - The Board has resolved not to recommend the declaration of a final dividend to shareholders for the year[103]. - The financial condition of the Group, including capital and debt levels, was considered in the decision-making process regarding dividends[106]. - The Company’s dividend policy aims to allow shareholders to participate in profits while retaining sufficient reserves for future growth[101]. - As of March 31, 2023, the company has distributable reserves of approximately HKD 63.0 million[135]. Corporate Governance and Directors - All independent non-executive Directors have confirmed their independence in accordance with the Listing Rules[132]. - No early termination of appointment of Directors occurred during the year, and no termination benefits were provided[145]. - The company has not entered into any management contracts concerning the administration of its business during the year[143]. - Each executive Director has a service contract for a term of three years, while independent non-executive Directors have a two-year appointment[140][141]. - There were no significant transactions involving Directors with material interests during the year[145]. - The company considers all independent non-executive Directors to be independent under the Listing Rules[137]. Connected Transactions - The Group entered into a new lease arrangement with Ms. Wong Chun Siu, spouse of the controlling shareholder, for the use of warehouse and office premises, with lease payments amounting to HK$1,320,000 in 2023[188]. - The initial recognition of the lease resulted in the recognition of right-of-use assets and lease liabilities of approximately HK$7.2 million[186]. - The continuing connected transactions under the new lease agreement were exempt from reporting, annual review, and independent shareholders' approval due to the de minimis exemption under Listing Rules 14A.76[188]. Share Option Scheme - The maximum number of shares that may be issued under the Share Option Scheme is capped at 100,000,000 shares, representing 10% of the shares in issue as of the date of the annual report[196]. - The total number of shares that can be awarded to a substantial shareholder or independent non-executive director under the Share Option Scheme is limited to a maximum of 0.1% of the shares in issue, with an aggregate value not exceeding HK$5.0 million[199]. - The Share Option Scheme was conditionally adopted on December 12, 2019, and will remain valid until December 12, 2029[195]. - Eligible participants under the Share Option Scheme include directors and employees of the Group, aimed at providing incentives for their contributions[195].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 WAH WO HOLDINGS GROUP LIMITED 華 和 控 股 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：9938） 截 至2023年3月31日 止 年 度 的 年 度 業 績 公 告 華和控股集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司 及其附屬公司（統稱「本集團」）截至2023年3月31日止年度的綜合年度業績，連同 2022年同期的比較數字如下： 財務摘要 1. 收益截至2023年3月31日止年度為約208.4百萬港元，較截至2022年3月31 日止年度減少約6.7%。 2. 毛 利 截 至2023年3月31日 止 年 度 為 約25.3百 萬 港 元，較 截 至2022年3月31 日止年度的約16.3百萬港元增加約55.2%。 3. 本公司擁有人應佔溢利截至2023年3月31日止年度為約2.9百萬港元，較 截至2022年3月31 ...