NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 董事會會議通告 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 新 城 市 建 設 發 展 集 團 有 限 公 司（「本公司」）之 董 事 會（「董事會」）謹 此 宣 佈，本 公 司 將 於 二 零 二 五 年 三 月 三 十 一 日（星 期 一）舉 行 董 事 會 會 議，藉 以 考 慮 及 通 過 本 公 司及其附屬公司截至二零二四年十二月三十一日止年度之年度業績及處理任何 其他事項。 承董事會命 主 席 韓軍然 香港，二零二五年三月十八日 於 本 公 告 日 期，董 事 會 由(1)兩 名 執 行 董 事：韓 軍 然 先 生（主 席）及 羅 敏 先 生；及 (2)五 名 獨 立 非 執 行 董 事 陳 耀 東 先 生、歐 陽 晴 汝 醫 ...

翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 FF305 公司名稱： 新城市建設發展集團有限公司 呈交日期： 2025年2月7日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 00456 | 說明 | 新城市建設發展 | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | 事件 | | ...

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佈之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 佈 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。 NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 根據一般授權認購新股份 董 事 會 欣 然 宣 佈，於 二 零 二 五 年 一 月 十 七 日（交 易 時 段 後），本 公 司 與 認 購 人 訂 立 認 購 協 議，據 此，本 公 司 同 意（根 據 一 般 授 權）發 行，而 認 購 人 同 意 按 認 購 價每股股份0.325港元認購合共21,000,000股認購股份。 據 董 事 經 作 出 一 切 合 理 查 詢 後 所 深 知、盡 悉 及 確 信，認 購 人 為 獨 立 第 三 方。 本公司將利用認購事項之所得款項淨額約6,825,000.00港元作本集團一般營運 資金。 認購事項 認購事項乃以認購股份獲批准上市及買賣為條件。本公 ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HK$56.461 million, a decrease from HK$90.483 million in the same period in 2023[1] - Gross profit for the period was HK$34.104 million, down from HK$41.908 million in 2023[1] - Operating loss for the period was HK$11.740 million, compared to a loss of HK$8.026 million in 2023[1] - Total comprehensive loss for the period was HK$61.575 million, significantly higher than the HK$15.589 million loss in 2023[2] - Total comprehensive income for the period ending June 30, 2024, was HKD 310,151 thousand, compared to HKD 507,626 thousand in the same period last year[5] - The company reported a comprehensive pre-tax loss of HKD 11,740 thousand for H1 2024, compared to a loss of HKD 8,026 thousand in H1 2023[12] - Total revenue from external customers in China for H1 2024 was HKD 56,461 thousand, a significant decrease from HKD 90,483 thousand in H1 2023[14] - The company's total revenue for the first half of 2024 was approximately HKD 56.46 million, with a loss of HKD 11.74 million, compared to HKD 90.48 million in revenue and a loss of HKD 8.03 million in the same period in 2023[55] Assets and Liabilities - Property, plant, and equipment decreased to HK$75.383 million from HK$79.890 million in December 2023[3] - Investment properties decreased to HK$647.106 million from HK$661.819 million in December 2023[3] - Total assets less current liabilities increased to HK$1,411.850 million from HK$1,332.412 million in December 2023[4] - Net assets decreased to HK$310.151 million from HK$371.726 million in December 2023[4] - Total equity attributable to owners of the company decreased to HK$337.412 million from HK$382.611 million in December 2023[4] - Non-controlling interests decreased to a negative HK$50.710 million from a negative HK$34.334 million in December 2023[4] - Total assets as of June 30, 2024, were HKD 1,118,553 thousand, a slight decrease from HKD 1,142,157 thousand as of December 31, 2023, with property development and investment assets accounting for HKD 1,114,176 thousand[11] - Total liabilities as of June 30, 2024, were HKD 744,155 thousand, a decrease from HKD 843,881 thousand as of December 31, 2023, with property development and investment liabilities at HKD 744,130 thousand[11] - The company's total assets as of June 30, 2024, were approximately HKD 1.69 billion, with total liabilities of HKD 1.38 billion. The cash and bank balances stood at HKD 9.52 million, and the current ratio was 3.31[57] - The capital-to-debt ratio (liabilities/equity) as of June 30, 2024, was 78%, up from 74% at the end of 2023[58] Cash Flow - Cash and cash equivalents increased by HKD 37,939 thousand in the first half of 2024, compared to an increase of HKD 89,229 thousand in the same period in 2023[7] - Net cash used in financing activities was HKD 19,436 thousand in the first half of 2024, compared to HKD 29,360 thousand in the same period last year[7] - Net cash from operating activities was HKD 57,842 thousand in the first half of 2024, down from HKD 118,779 thousand in the same period in 2023[7] - The company's cash and cash equivalents as of June 30, 2024, stood at HKD 9,518 thousand, compared to HKD 8,102 thousand on the same date in 2023[7] Business Segments - The company operates in two reportable segments: property development and investment, and supermarket retail in China[10] - Revenue from external customers for property development and investment decreased to HKD 30,065 thousand in H1 2024 from HKD 26,286 thousand in H1 2023, while supermarket retail revenue dropped significantly to HKD 26,396 thousand from HKD 64,197 thousand[11] - Total segment profit for H1 2024 was HKD 34,104 thousand, a decrease from HKD 41,908 thousand in H1 2023, with property development and investment contributing HKD 15,732 thousand and supermarket retail contributing HKD 18,372 thousand[11] - Rental income and related management service revenue increased to HKD 30,065 thousand in H1 2024 from HKD 26,059 thousand in H1 2023, while supermarket retail sales in mainland China dropped to HKD 26,396 thousand from HKD 64,424 thousand[15] - The company's supermarket business in mainland China faced significant challenges in the first half of 2024, with a sharp decline in revenue due to macroeconomic adjustments and intense competition. The company plans to gradually reduce its focus on this business[51] Investment Properties - The total book value of investment properties in Guangzhou and Luoyang as of June 30, 2024, was HKD 647,106,000, compared to HKD 661,819,000 as of December 31, 2023[22][26] - The book value of Guangzhou Property 1 decreased from HKD 594,229,000 as of December 31, 2023, to HKD 581,012,000 as of June 30, 2024[22][26] - The book value of Luoyang Property decreased from HKD 67,590,000 as of December 31, 2023, to HKD 66,094,000 as of June 30, 2024[22][34] - Guangzhou Property 1 and Guangzhou Property 2 are both held for rental income and capital appreciation, with fair value measured using Level 3 significant unobservable inputs[26][31][32] - The fair value of Guangzhou Property 1 is determined using the income approach, while Guangzhou Property 2 uses the direct comparison method[28][33] - The estimated rental income for investment properties ranges from RMB 55 to RMB 80 per square meter per month, with a discount rate of 4.5%[25] - The adjusted market value for investment properties in Luoyang ranges from RMB 7,583 to RMB 12,000 per square meter[33] - The Luoyang Property, with a land area of 69,942.185 square meters, has a total developable gross floor area of 173,724.12 square meters[34] - The company faces potential penalties of 0.1% of the original land use right payment (approximately RMB 31,270,000) per day if construction delays exceed 60 days[34] - The construction delay of the Luoyang property was due to changes in land policies by the Luoyang government, with construction expected to commence by the end of 2017[35] - The Luoyang property, with a book value of approximately HKD 66,094,000, was mortgaged to secure bank loans as of June 30, 2024[36] - The company's investment property in Luoyang received a construction land use permit in September 2023, following adjustments to the construction plan[52] - The company's investment properties in Guangzhou, Luoyang, and Zhuhai were used as collateral for bank loans as of June 30, 2024[61] Loans and Financing - Total bank loans amounted to HKD 682,247,000 as of June 30, 2024, with varying interest rates and maturity dates[39] - The Guangzhou Bank loan agreement involved multiple disbursements totaling RMB 418,932,000 (approximately HKD 461,103,000) with interest rates ranging from 3.65% to 7.153%[40] - The company's subsidiary, Guangdong Changyang, secured a loan of RMB 36,000,000 (equivalent to HKD 39,672,000) from Guangzhou Rural Commercial Bank, with an interest rate of 6.300% and a repayment period of 84 months[41] - Another subsidiary, Guangdong Changliu, obtained a loan of RMB 320,000,000 (equivalent to HKD 352,640,000) from Guangzhou Rural Commercial Bank, with an interest rate based on 155 basis points plus the 5-year loan prime rate, and a repayment period of 12 years[41] - The company issued 30,701,754 new shares at HKD 0.66 per share, totaling approximately HKD 20,264,000, to settle a payable to a director[43] Legal and Regulatory Matters - The company's subsidiaries, Guangdong Changyang and Guangdong Changliu, are involved in a legal dispute requiring a payment of RMB 5.79 million plus interest and costs, with an appeal currently pending[44] - The company entered into new lease agreements for office spaces, parking spaces, and staff dormitories with related parties, effective from June 1, 2024, for a period of one year[48] Future Business Development - The company's future business development theme, "Everyday, Life, New City," aims to integrate various business units to meet daily life needs, focusing on property management, supermarket operations, and property development in different regions[49] - The company's wholly-owned subsidiary, Guangdong Changliu Investment Co., Ltd., generated slightly increased profits from rental and related management services compared to the same period last year, with rental income expected to remain stable in the coming year[50] - The company is cautiously monitoring the property market in Zhuhai, part of its Greater Bay Area commercial property development plan, while maintaining a long-term optimistic outlook on China's real estate market[53] - The company acquired 70 concrete mixer trucks for a total consideration of RMB 12.01 million (approximately HKD 13.06 million), aiming to diversify its business by providing concrete logistics and transportation services to property developers in mainland China[54] Dividends and Shareholder Information - The company did not recommend the payment of an interim dividend for H1 2024, consistent with the previous year[19] - The company did not recommend an interim dividend for the first half of 2024, consistent with the same period in 2023[56] - Basic loss per share for H1 2024 was HKD (10,727) thousand, compared to HKD (8,655) thousand in H1 2023, with the weighted average number of shares used for calculation increasing to 117,245,044 from 86,543,290[20] - Chairman and CEO Han Junran holds 32.18% of the company's shares through Junyi Investment Limited, a wholly-owned company[64] - Zhongtai Dingfeng Classified Fund SP holds a 50.99% stake in the company through Qilu International Funds SPC[66] Corporate Governance - The audit committee consists of three independent non-executive directors: Chen Yaodong, Zhang Jing, and Liang Guihua[69] - The company has 53 employees in Hong Kong and China as of June 30, 2024[63] Miscellaneous - Prepayments for the Luoyang property construction amounted to approximately RMB 6,305,000 (HKD 6,746,000) as of June 30, 2024[37] - Prepayments for the Zhuhai property construction totaled approximately RMB 287,361,000 (HKD 307,419,000) as of June 30, 2024[37] - An additional deposit of HKD 20,000,000 was paid to New Century International Trade (Beijing) Co., Ltd. for potential project investment opportunities[38] - The fair value of listed equity investments in Taiwan was HKD 29,021,000 as of June 30, 2024[38] - The company recorded revenue of approximately HKD 56,461,000 and a post-tax loss of approximately HKD 11,740,000 for the six months ended June 30, 2024[47]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 56,461,000, a decrease of 37.5% compared to HKD 90,483,000 for the same period in 2023[2] - Gross profit for the period was HKD 34,308,000, down 18.2% from HKD 41,908,000 year-on-year[2] - Operating loss for the six months was HKD 6,174,000, compared to an operating profit of HKD 4,968,000 in the previous year[2] - The net loss attributable to the company's owners was HKD 10,591,000, an increase of 22.4% from HKD 8,655,000 in the same period last year[2] - Total comprehensive loss for the period was HKD 61,575,000, compared to HKD 15,589,000 in the previous year, reflecting a significant increase in losses[3] - The basic and diluted loss per share for the period was HKD 0.0988, compared to HKD 0.0927 in the same period last year[2] - The total segment profit for the six months ended June 30, 2024, was HKD 34,308,000, down 18% from HKD 41,908,000 in the previous year[13] - The total comprehensive loss before tax for the six months ended June 30, 2024, was HKD 11,535,000, compared to a loss of HKD 8,026,000 in 2023, representing an increase in loss of approximately 43.5%[14] - For the six months ending June 30, 2024, the group reported revenue of approximately HKD 56,461,000 and a loss of about HKD 11,589,000, compared to revenue of HKD 90,483,000 and a loss of HKD 8,026,000 in the same period of 2023[55] Assets and Liabilities - Non-current assets as of June 30, 2024, amounted to HKD 764,958,000, a decrease from HKD 784,719,000 as of December 31, 2023[4] - Current assets totaled HKD 926,758,000, down from HKD 943,434,000 at the end of 2023[4] - Total liabilities increased to HKD 1,101,699,000 as of June 30, 2024, compared to HKD 960,686,000 at the end of 2023[5] - The company's equity attributable to owners decreased to HKD 310,151,000 from HKD 371,726,000 at the end of the previous year[6] - The total assets as of June 30, 2024, were HKD 1,691,716,000, a decrease from HKD 1,728,153,000 as of December 31, 2023, indicating a reduction of about 2.1%[14] - The total liabilities increased to HKD 1,381,565,000 in 2024 from HKD 1,356,427,000 in 2023, marking an increase of approximately 1.9%[14] - As of June 30, 2024, the group's total assets were approximately HKD 1,691,716,000, with total liabilities of about HKD 1,381,565,000, resulting in a debt-to-equity ratio of 78%[57][58] Cash Flow - For the six months ended June 30, 2024, the net cash generated from operating activities was HKD 57,993,000, a decrease of 51% compared to HKD 118,779,000 for the same period in 2023[8] - The net cash used in investing activities was HKD (466,000), compared to HKD (190,000) in the same period last year[8] - The net cash used in financing activities was HKD (19,436,000), a decrease from HKD (29,360,000) in the previous year[8] - The cash and cash equivalents as of June 30, 2024, amounted to HKD 9,518,000, an increase from HKD 8,102,000 as of June 30, 2023[8] Property Development - The revenue from external customers for property development was HKD 30,116,000, representing an increase of 14% from HKD 26,286,000 in the same period last year[13] - The segment assets for property development were HKD 1,114,176,000, while supermarket retail segment assets were HKD 4,377,000, totaling HKD 1,118,553,000[13] - The company is required to commence construction of the Luoyang Property by June 2017, or face penalties of 0.1% of the land use rights price per day for delays[32] - The total area for development at the Luoyang Property is 173,724.12 square meters, with a book value of approximately HKD 66,094,000 as of June 30, 2024[32] - The group received a construction land permit for its investment property in Luoyang on September 27, 2023, after submitting revised plans[51] - The development of properties in Zhuhai is part of the group's commercial real estate project planned for 2020, with a cautious approach to market dynamics influencing future decisions[52] Governance and Compliance - The company chairman also serves as the CEO, which deviates from the corporate governance code that requires separation of these roles[62] - The non-executive directors do not have a specific term, which deviates from the governance code requiring fixed terms[62] - The company believes its current governance measures are sufficient despite deviations from certain code provisions[62] - The company will review its governance structure periodically to ensure compliance with listing rules[62] - The audit committee consists of three independent non-executive directors: Mr. Chan Yiu Tung, Mr. Cheung Ching, and Mr. Leung Kwai Wah[70] Legal and Financial Obligations - The company has a legal liability involving a lawsuit for RMB 5.79 million related to the acquisition of Guangzhou Lianwei Property Management Co., Ltd. and Guangzhou Youchang Commercial Management Co., Ltd.[44] - The company is appealing a court decision regarding the aforementioned legal liability, seeking a review from the higher court[44] - The principal of the loan from Guangzhou Rural Commercial Bank must be repaid in eighty-four installments starting from June 19, 2021, and will mature on June 18, 2028[40] - Guangdong Changyang signed a loan agreement with Guangzhou Rural Commercial Bank for a loan amount of RMB 320,000,000 (approximately HKD 352,640,000), with a term of twelve years[41] - Guangzhou Bank issued a loan of RMB 160,000,000 (approximately HKD 195,920,000) to Zhuhai Tengshun, with a term of forty-eight months[40] Market Conditions - The supermarket business in mainland China faced severe challenges in the first half of 2024, with significant revenue decline due to intense competition, leading the group to cautiously reduce its involvement in this sector[50] - The rental and property management business in Guangzhou has seen a slight increase in profit compared to the same period last year, with rental income expected to be maintained in the coming year[49] Shareholder Information - Mr. Han Junran holds 37,733,255 shares, representing 32.18% of the issued share capital through a controlled corporation[64] - Qilu International Funds SPC holds 59,794,972 shares, accounting for 50.99% of the company's shares as a secured creditor[66] - The company completed a share consolidation on April 8, 2022, merging every fifty shares of HKD 0.004 into one share of HKD 0.20[43] - The company issued 30,701,754 new shares at HKD 0.66 each to settle a debt of approximately HKD 17,500,000, resulting in a related loss of approximately HKD 2,764,000 recognized in the income statement[43] Future Outlook - The group has set "Every Day, Life, New City" as the future business development theme since 2019, aiming to integrate various businesses to meet daily life needs[48] - The group is closely monitoring fluctuations in the RMB exchange rate to assess foreign exchange risks[59] - The company has adopted the standard code for securities trading for directors, confirming compliance as of June 30, 2024[69]

Financial Performance - The company reported a revenue of HKD 172,926,000 for the year 2023, a decrease of 4% compared to HKD 180,190,000 in 2022[5]. - Operating loss increased by 94% to HKD 177,273,000 in 2023 from HKD 91,192,000 in 2022[5]. - The total equity decreased by 29% to HKD 371,726,000 in 2023 from HKD 523,212,000 in 2022[5]. - The total assets decreased by 12% to HKD 1,728,153,000 in 2023 from HKD 1,965,280,000 in 2022[5]. - The annual net loss for the group was approximately HKD 141,766,000, compared to HKD 127,783,000 in 2022, with a basic loss per share of HKD 138.53, up from HKD 88.08 in the previous year[19]. - As of December 31, 2023, the group's total assets were approximately HKD 1,728,153,000, down from HKD 1,965,280,000 in 2022, and total liabilities were about HKD 1,356,427,000, compared to HKD 1,442,068,000 in 2022[20]. - The group's cash and bank balance as of December 31, 2023, was approximately HKD 9,541,000, an increase from HKD 8,608,000 in 2022, with a current ratio of 2.38, down from 5.09 in the previous year[20]. - The capital debt ratio as of December 31, 2023, was 74%, an increase from 69% in 2022[22]. Business Operations - The company anticipates maintaining rental income from its subsidiary, Guangdong Changliu Investment Co., Ltd., in the coming year[9]. - The company plans to optimize its supermarket business channels in mainland China due to limited growth opportunities[10]. - The company has temporarily halted resource investment in the property management business with China Goal Inc. due to a downturn in the mainland property management market[11]. - The company expects to commence construction on its Luoyang property within twelve months following the issuance of the construction land permit[13]. - The company is monitoring the development speed of the property market in Zhuhai before making further decisions on its commercial real estate project[14]. - The group employed approximately 53 staff as of December 31, 2023, down from 63 in 2022, and provided competitive compensation packages[27]. - There were no significant investments or acquisitions made by the group during the year ending December 31, 2023[28]. - The company has not undergone any changes in its main business operations during the year, which primarily involves property development and investment in China[141]. Corporate Governance - The board does not recommend the payment of any dividends for the year ending December 31, 2023, consistent with the previous year[26]. - The company has adhered to corporate governance standards and has made necessary arrangements to comply with listing rules[31]. - The board consists of 2 executive directors and 5 independent non-executive directors, ensuring compliance with listing rules regarding board composition[36]. - All independent non-executive directors have confirmed their independence and qualifications as per listing rules[37]. - The company held two board meetings and an annual general meeting in 2023, maintaining effective communication among directors[41]. - The chairman and CEO positions are held by the same individual, with plans to appoint a deputy CEO in April 2024 to enhance management structure[43]. - The company has implemented measures to ensure corporate governance standards meet or exceed listing rules[44]. - All directors participated in continuous professional development training to enhance their knowledge and skills[38]. - The attendance record for board meetings and the annual general meeting shows full participation by all directors[42]. - The company has established effective mechanisms for the delegation of authority and responsibilities to executive directors and senior management[37]. - The board is committed to reviewing its structure regularly to ensure compliance with listing regulations[43]. - The company has sufficient measures in place to ensure that corporate governance does not fall below the standards set by the listing rules[45]. Audit and Compliance - The Audit Committee held two meetings during the year ending December 31, 2023, with all members present at both meetings[49]. - The Remuneration Committee conducted one meeting to review the remuneration of directors and approve the proposed salary for a senior management member[56]. - The Audit Committee is responsible for reviewing the group's interim and annual financial reports, ensuring compliance with accounting standards and regulations[55]. - The Remuneration Committee's role includes establishing a formal and transparent procedure for setting remuneration policies for all directors and senior management[54]. - The Audit Committee consists of three independent non-executive directors, ensuring independence in oversight[48]. - The company is committed to monitoring compliance with legal and regulatory requirements as part of its corporate governance policies[52]. - The Nomination Committee was established on April 1, 2012, to review the composition of the board and the suitability of directors for reappointment[58]. - The Audit Committee emphasizes the importance of internal control procedures and financial reporting systems[49]. - The Audit Committee is tasked with recommending the reappointment of external auditors for shareholder approval[55]. - The Nomination Committee consists of at least three members, with a majority being independent non-executive directors[59]. - The committee's responsibilities include reviewing and supervising the board's structure, size, and composition, and making recommendations for changes to align with the group's strategy[60]. - The committee has adopted a board diversity policy to enhance performance quality, considering factors such as gender, age, cultural background, and professional experience[62]. - The committee reviews the board's composition annually and has determined that the current composition is appropriate[63]. - The external auditor's fees for audit services amounted to HKD 880,000 for the year ending December 31, 2023[66]. - The board is responsible for establishing and maintaining an effective internal control system to protect the group's assets and shareholders' interests[68]. Environmental and Social Responsibility - The company has maintained a high level of transparency and responsibility in its environmental and social governance practices[76]. - The company emphasizes the importance of stakeholder engagement and has established various communication channels to gather feedback[82]. - Key environmental issues identified include air pollution and emissions from company vehicles and electricity usage[85]. - The company is committed to employee development and training as part of its social responsibility initiatives[85]. - The board of directors regularly evaluates and reviews environmental, social, and governance matters[80]. - The company has a policy to ensure no selective disclosure of internal information to maintain transparency[75]. - The company will continue to explore different communication methods to strengthen interactions with stakeholders[83]. - The total energy consumption for the year was 3,823,749.0 kWh equivalent, an increase from 3,564,325.7 kWh equivalent in 2022, with a target to reduce energy consumption by 15% by 2030[94]. - Direct energy consumption from gasoline decreased to 27,682.7 kWh equivalent in 2023 from 45,637.5 kWh equivalent in 2022, while LPG consumption remained relatively stable at 11,910.3 kWh equivalent[96]. - The total greenhouse gas emissions amounted to 2,340.5 tons of CO2 equivalent in 2023, up from 2,203.2 tons in 2022, with a goal to reduce emissions by 15% from the 2022 baseline by 2030[92]. - Scope 2 indirect emissions were 2,332.9 tons of CO2 equivalent in 2023, compared to 2,170.8 tons in 2022, indicating a focus on reducing energy-related emissions[92]. - The company aims to maintain or reduce air pollutant emissions below the current year's levels in the next year[88]. - The company reported a significant reduction in gasoline consumption from 4,709.09 liters in 2022 to 2,875.00 liters in 2023[89]. - The company has implemented measures to improve indoor air quality, including regular cleaning of air systems and maintaining adequate ventilation[91]. - The company has not generated significant hazardous waste, primarily producing harmless waste such as office paper, and aims to reduce waste generation in the coming year[93]. - The company is committed to enhancing data management systems to improve the accuracy of emissions disclosures[92]. - The company has established emergency plans to address potential physical risks from climate change, such as increased frequency of extreme weather events[102]. Employee Management - The total number of employees as of December 31, 2023, is 53, a decrease from 63 in 2022[108]. - The employee turnover rate is 32.8%, with 19 employees leaving the company[109]. - The company has a total of 42.3% of employees receiving training, with an average training duration of 0.6 hours[117]. - The company has not reported any fatalities related to work in the past three years, and there were zero lost workdays due to injuries this year[114]. - The company emphasizes the importance of reducing carbon emissions and is committed to enhancing its resilience to climate change[103]. - The company provides competitive compensation and benefits to attract and retain talent, including cash bonuses and retirement plans[106]. - The company has a total of 14 senior management employees, 5 middle management employees, and 34 general staff[108]. - The company actively communicates with stakeholders regarding climate change impacts and its strategies to address them[103]. - The company has implemented safety measures during the COVID-19 pandemic, including providing masks and sanitizers to all employees[112]. - The company is focused on improving employee health and safety by enhancing safety awareness and reducing occupational risks[110]. Shareholder Information - The company's distributable reserves as of December 31, 2023, amounted to HKD 298,770,000, which includes a share premium account of HKD 600,011,000 and special reserves of HKD 306,450,000, offset by accumulated losses of HKD 307,691,000[148]. - The company has not established any significant contracts with its holding company or subsidiaries during the year[159]. - The company has not entered into any arrangements for directors to benefit from purchasing shares or bonds of the company during the year[158]. - The company has not disclosed any other individuals with interests in shares or related shares as of December 31, 2023[164]. - The company confirmed compliance with public float requirements throughout the year[168]. - No purchases, sales, or redemptions of the company's listed securities occurred during the fiscal year ending December 31, 2023[169]. - There were no major customers for the group during the review period[172]. Property Valuation - The fair value of investment property, specifically Guangzhou Property One, was recorded at approximately HKD 661,819,000[181]. - The impairment assessment for investment properties included the evaluation of the recoverable amount of Zhuhai Property[180]. - The company did not have any property development projects during the year, resulting in no payable amounts to suppliers[171]. - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2023[178]. - The company engaged independent professional valuers to assist in assessing the fair value of Guangzhou Property One[182]. - The carrying value of the investment property in Luoyang is approximately HKD 661,819,000, with a specific property value of about HKD 67,590,000 as of December 31, 2023[185]. - The recoverable amount of the Luoyang property was determined based on observable market transactions and adjusted for location, area, and usage[187]. - The estimated net realizable value of the Zhuhai property is approximately HKD 478,088,000, as the construction is not yet completed as of December 31, 2023[188]. - Management engaged independent valuation experts to assist in reviewing the valuation methods and assumptions used for both Luoyang and Zhuhai properties[189]. - The carrying amount of deposits and other receivables is approximately HKD 77,007,000 as of December 31, 2023[192]. - Significant judgments and estimates were involved in assessing the recoverability of deposits and other receivables, leading to their classification as a key audit matter[192]. - Management's assessment of credit risk for deposits and other receivables is crucial in determining expected credit loss provisions[193]. - The company has not recognized any impairment in the net realizable value of the Zhuhai property for the year ending December 31, 2023[189]. - The independent auditors reviewed the appropriateness of disclosures made in the consolidated financial statements regarding the valuation of properties[190]. - The company’s management is responsible for the accuracy of the financial data presented in the annual report, excluding the consolidated financial statements and auditor's report[194]. - The board is responsible for preparing the consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and ensuring no material misstatements due to fraud or error[196]. - The audit committee oversees the financial reporting process of the group[197]. - The auditors aim to obtain reasonable assurance that the consolidated financial statements are free from material misstatement[198]. - The auditors assess the appropriateness of accounting policies and the reasonableness of accounting estimates and disclosures made by the directors[200]. - The auditors evaluate the appropriateness of the going concern basis of accounting used in the preparation of the financial statements[200]. - The auditors are responsible for guiding, supervising, and executing the group audit[200].

Contingent Liabilities - The amount of contingent liabilities should be revised from RMB 5.79 million to RMB 57.9 million[2] Board Composition - The company's board consists of 2 executive directors and 5 independent non-executive directors[3]

Dividend Distribution - The company did not recommend any dividend distribution for the year ending December 31, 2023, similar to 2022, where no dividend was paid[4]. - The company does not recommend the payment of any dividends for the year ending December 31, 2023, consistent with the previous year[79]. Employee Count - As of December 31, 2023, the group employed approximately 53 employees in Hong Kong and China, a decrease from 63 employees in 2022[5]. Investments and Acquisitions - There were no significant investments or acquisitions made by the group for the year ending December 31, 2023[6]. Business Operations - The supermarket business in mainland China maintained stable operations without significant growth due to macroeconomic adjustments[11]. - The rental income from the subsidiary, Guangdong Changliu Investment Co., Ltd., is expected to remain stable in the coming year[26]. - The minimum rental income receivable for the first year is HKD 24,927,000, an increase from HKD 17,929,000 in the previous year[14]. - The company plans to integrate property development and management with daily living needs under the theme "Every Day, Life, New City" initiated in 2019[26]. Financial Performance - The company recorded revenue of approximately HKD 172,926,000 for the year ended December 31, 2023, compared to HKD 180,190,000 in 2022, representing a decrease of about 4.1%[34]. - The net loss for the year was approximately HKD 141,766,000, an increase from a loss of HKD 127,783,000 in 2022, indicating a rise in losses of about 10.9%[34]. - Basic loss per share was HKD 138.53, compared to HKD 88.08 in the previous year, reflecting a significant increase in loss per share of approximately 57.2%[34]. - Gross profit for the year was HKD 79,871,000, down from HKD 81,807,000 in 2022, showing a decline of about 2.4%[36]. - The company reported other income of HKD 14,311,000, an increase from HKD 9,840,000 in the previous year, representing a growth of approximately 45.1%[36]. - Total comprehensive loss for the year amounted to HKD 171,750,000, compared to HKD 210,361,000 in 2022, indicating a decrease in comprehensive loss of about 18.4%[38]. Assets and Liabilities - Non-current assets decreased to HKD 784,719,000 from HKD 1,015,870,000 in 2022, a decline of approximately 22.7%[40]. - Current liabilities increased to HKD 395,741,000 from HKD 186,576,000 in the previous year, reflecting a significant rise of about 111.2%[40]. - Total assets as of December 31, 2023, were HKD 1,728,153,000, down from HKD 1,965,280,000 in 2022, reflecting a decrease of approximately 12%[61]. - Total liabilities increased to HKD 1,356,427,000 in 2023 from HKD 1,442,068,000 in 2022, showing a reduction of about 6%[61]. Shareholder Information - The company will publish its annual report by April 29, 2024, or earlier, for shareholders[19]. - The company reported a loss attributable to shareholders of HKD 125,946,000 for the year 2023, compared to a loss of HKD 76,228,000 in 2022, representing an increase in loss of approximately 65%[78]. - The weighted average number of ordinary shares issued for calculating basic loss per share increased to 90,917,239 in 2023 from 86,543,290 in 2022[78]. Financial Ratios - The current ratio as of December 31, 2023, was 2.38, significantly lower than 5.09 in 2022, indicating a decrease in liquidity[119]. - The debt-to-equity ratio as of December 31, 2023, was 74%, up from 69% in 2022, reflecting an increase in leverage[121]. Construction and Development - The company has ongoing construction projects in Luoyang, with potential penalties for delays based on land use rights valued at approximately HKD 34,209,000[85]. - The group received a construction land permit for its investment property in Luoyang and expects to commence work within 12 months of the approval date[109]. - As of September 27, 2023, the group received a land use permit and anticipates starting construction within 12 months[92]. Other Financial Information - The company incurred a fair value loss of HKD 166,751,000 on its investment properties in 2023[81]. - The company reported a foreign exchange loss of HKD 25,114,000 in 2023, compared to a loss of HKD 63,962,000 in 2022, indicating an improvement in foreign exchange impact[81]. - The company’s total investment properties' book value as of December 31, 2023, was HKD 661,819,000, down from HKD 856,025,000 in 2022, a decrease of approximately 23%[81].

Financial Performance - Revenue for the six months ended June 30, 2023, was HK$90.483 million, compared to HK$78.032 million in the same period last year, representing a 15.9% increase[7] - Gross profit for the period was HK$41.908 million, up from HK$38.258 million in 2022, reflecting a 9.5% growth[7] - Operating profit improved significantly to HK$4.968 million, compared to HK$0.678 million in the previous year, marking a 632.7% increase[7] - Net loss attributable to the company's owners decreased to HK$8.655 million from HK$13.267 million, a 34.8% reduction[7] - Total revenue for the six months ended June 30, 2023, was HK$90.483 million, compared to HK$78.032 million in the same period last year, representing a 15.9% increase[27] - Revenue from time-based services, rental income, and related management services increased to HK$43.370 million from HK$39.500 million, a 9.8% year-over-year growth[27] - Revenue from product sales in mainland China's supermarket retail operations rose to HK$47.113 million from HK$38.532 million, a 22.3% increase[27] - Revenue for the six months ended June 30, 2023, was approximately HK$90,483,000, with a post-tax loss of approximately HK$8,026,000[74] - Total comprehensive income for the six months ended June 30, 2023, was a loss of HKD 15.589 million, compared to a loss of HKD 18.584 million in the same period in 2022[103][104] - The company reported a comprehensive pre-tax loss of HK$8.026 million in 2023, an improvement from the HK$13.722 million loss in 2022[127] - The company's basic loss per share for the six months ended June 30, 2023, was HK$0.0927, compared to HK$0.1586 for the same period in 2022[80] Assets and Liabilities - Total assets as of June 30, 2023, stood at HK$1,189.690 million, down from HK$1,255.492 million at the end of 2022, a 5.2% decrease[10] - Net current assets were HK$700.077 million, compared to HK$762.834 million at the end of 2022, a 8.2% decline[9] - Cash and cash equivalents at the end of the period were HK$8.102 million, down from HK$15.094 million at the end of 2022, a 46.3% decrease[17] - Total liabilities decreased slightly to HK$1,437.519 million from HK$1,442.068 million at the end of 2022, a 0.3% reduction[25] - The company's investment properties were valued at HK$833.125 million, down from HK$856.025 million at the end of 2022, a 2.7% decrease[6] - The company's total assets as of June 30, 2023, were approximately HK$1,945,144,000, with total liabilities of approximately HK$1,437,519,000[81] - Cash and bank balances as of June 30, 2023, were approximately HK$8,102,000, compared to HK$15,094,000 as of December 31, 2022[81] - Total assets minus current liabilities as of June 30, 2023, were HKD 1,697,316 thousand, down from HKD 1,778,704 thousand as of December 31, 2022[106] - Non-current liabilities as of June 30, 2023, included accrued expenses and other payables of HKD 383,614 thousand, borrowings of HKD 592,191 thousand, and deferred tax liabilities of HKD 213,885 thousand[107] - Equity attributable to the company's owners as of June 30, 2023, was HKD 529,022 thousand, down from HKD 544,188 thousand as of December 31, 2022[108][109] - The company has total bank loans of HKD 707,851,000 as of June 30, 2023, with HKD 115,660,000 due within one year[164] Investment Properties - The company's investment properties in Guangzhou and Luoyang had a total carrying value of HK$833.125 million as of June 30, 2023[37] - The carrying value of Guangzhou Property 1 decreased to HK$705.280 million from HK$724.416 million as of December 31, 2022[39] - The carrying value of Luoyang Property was HK$68.084 million as of June 30, 2023, compared to HK$69.931 million at the end of 2022[46] - The fair value of investment properties in Guangzhou (Guangzhou Property 1) was HK$705.280 million as of June 30, 2023, down from HK$724.416 million as of December 31, 2022[145] - The fair value of Guangzhou Property 2, which was used as collateral for bank loans, was HK$59.761 million as of June 30, 2023, down from HK$61.678 million as of December 31, 2022[150] Loans and Debt - The company is required to repay a total of RMB 27,660,000 (approximately HKD 30,481,000) in judgment debt, including interest accrued from July 1, 2002, to the payment date[53] - The company issued 136,060,042 shares at HKD 0.247 per share to repay HKD 33,606,830 owed to the subscriber[55] - The company signed a debt restructuring framework agreement with Beijing Zhongzheng to extend the settlement date of recoverable debts until February 4, 2023[56] - The company received loans totaling RMB 178,932,000 (approximately HKD 197,183,000) from Guangzhou Bank, with interest rates ranging from 7.0332% to 7.153% per annum[59] - The company received an additional loan of RMB 160,000,000 (approximately HKD 195,920,000) from Guangzhou Bank, with a maturity date of May 19, 2025[65] - The company's subsidiary, Guangdong Changliu, received a loan of RMB 320,000,000 (approximately HKD 352,640,000) from Guangzhou Rural Commercial Bank, with a maturity date of June 20, 2034[67] - The company received a loan of RMB 80,000,000 (equivalent to HKD 8,816,000) from Guangzhou Bank, maturing on March 20, 2025[165] - The company secured a loan of RMB 36,000,000 (equivalent to HKD 39,672,000) from Guangzhou Rural Commercial Bank, maturing on June 18, 2028[165] - The company has agreed to repay a judgment debt of RMB 27,000,000 (equivalent to HKD 29,754,000) in installments, with RMB 3,000,000 paid upon signing the settlement agreement and the remaining RMB 24,000,000 to be paid quarterly[161] - The company has a recoverable debt of RMB 5,000,000 (equivalent to HKD 5,510,000) with a 15% annual interest rate, to be repaid by March 7, 2018[162] Business Segments - The company operates in two reportable segments: property development and investment, and supermarket retail[23] - Segment profit for property development and investment decreased to HK$21.354 million in 2023 from HK$35.687 million in 2022, a 40.2% decline[126] - Segment profit for supermarket retail and related operations increased significantly to HK$20.554 million in 2023 from HK$2.571 million in 2022, a 699.5% increase[126] - Total segment assets as of June 30, 2023, were HK$1.304 billion, slightly lower than the HK$1.318 billion as of December 31, 2022[126] - The company's main business activities include property development and investment, as well as supermarket retail operations in China[121] Cash Flow - Net cash generated from operating activities for the six months ended June 30, 2023, was HKD 118,779 thousand, compared to HKD 31,417 thousand in the same period in 2022[113] - Cash and cash equivalents as of June 30, 2023, were HKD 8,102 thousand, down from HKD 15,094 thousand as of December 31, 2022[114] - Cash flows from financing activities for the six months ended June 30, 2023, included repayment of borrowings of HKD 860 thousand and interest paid of HKD 20,000 thousand[118] Corporate Governance and Shareholding - The company's chairman also serves as the CEO, deviating from corporate governance guidelines that recommend separating these roles[92] - The company's issued and fully paid ordinary shares with a par value of HK$0.20 per share as of June 30, 2023, amounted to 200,000,000 shares, representing 40,000 units[167] - The company's issued and fully paid ordinary shares with a par value of HK$0.004 per share as of January 1, 2022, December 31, 2022, and January 1, 2023, amounted to 4,327,164,504 shares, representing 17,309 units[167] - The company's issued and fully paid ordinary shares with a par value of HK$0.20 per share as of June 30, 2023, amounted to 86,543,290 shares, representing 17,309 units[167] - Junyi Investment Limited holds 37,733,255 shares, representing 43.60% of the company's equity[191] - Qilu International Funds SPC, acting for and on behalf of Zhongtai Dingfeng Classified Fund SP, holds a security interest in 45,553,255 shares, representing 52.64% of the company's equity[191][192] - Zhongtai International Asset Management Co., Ltd. acts as the investment manager for the 45,553,255 shares held by Qilu International Funds SPC[191][192] - Zhang Xiaomu holds 14,246,575 shares, representing 16.46% of the company's equity[191] - As of June 30, 2023, no directors or the CEO and their associates had any interests or short positions in the company's shares or related shares that required notification under the Securities and Futures Ordinance[190] - As of June 30, 2023, no other individuals (excluding directors or the CEO) had any interests or short positions in the company's shares or related shares that required disclosure under the Securities and Futures Ordinance[193] - The audit committee, consisting of three independent non-executive directors, reviewed the accounting principles and practices adopted by the group and discussed internal controls and the condensed consolidated financial statements for the six months ended June 30, 2023[194] Subsidiaries and Investments - The company holds a 34% equity stake in Hong Kong New City Yongxing Medical Group, which plans to establish a wholly-owned subsidiary in Shanghai with a registered capital of RMB 1,000,000 (approximately HKD 1,102,000)[69] - The company's investment in listed company stocks in Taiwan had a market value of HKD 26,868,000 as of June 30, 2023[62] - The fair value of stock investments as of June 30, 2023, is determined based on market prices from the Taiwan Stock Exchange[163] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., faces potential penalties of 0.1% of the land use right consideration (approximately RMB 31,270,000 or HK$34,459,540) per day if construction delays occur[169] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., received a notice on November 17, 2016, requiring construction to begin within 15 days, with construction expected to start in June 2017[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., submitted a revised construction plan to the Luoyang Planning Bureau on December 5, 2017, and received further instructions on June 23, 2018[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., submitted the revised construction plan to the Luoyang New District Central Business District Planning and Construction Office on July 17, 2018[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., received a notice on August 13, 2018, regarding adjustments to the address of the Luoyang property[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., is negotiating with the Luoyang New District Central Business District Office to obtain official documents for the adjusted Luoyang property[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., is applying for construction planning permits and construction engineering permits for the adjusted Luoyang property[170] Other Financial Information - Prepayments, deposits, and other receivables totaled HK$376.880 million as of June 30, 2023, up from HK$365.824 million at the end of 2022[49] - The company prepaid HK$316.584 million for Zhuhai Property construction as of June 30, 2023, compared to HK$323.547 million at the end of 2022[50] - The company recognized a fair value loss of HK$2.161 million on financial assets at fair value through profit or loss for the six months ended June 30, 2023[31] - The company's depreciation of property, plant, and equipment decreased to HK$4.522 million from HK$6.839 million in the same period last year[31] - The company's capital-to-debt ratio as of June 30, 2023, was 69%, unchanged from December 31, 2022[82] - Other income increased to HK$6.719 million in 2023 from HK$3.310 million in 2022, a 103% increase[127] - The company acquired property, plant, and equipment worth HK$57.787 million in the first half of 2023, slightly lower than the HK$59.331 million in the same period in 2022[140] - The company did not recommend the payment of an interim dividend for the period ended June 30, 2023, consistent with the previous year[137] - The company has prepaid approximately RMB 6,304,000 (equivalent to HKD 6,947,000) for the construction of Luoyang property as of June 30, 2023[158] - The company has paid an additional deposit of HKD 20,000,000 to New Century International Trade (Beijing) Co., Ltd. for future project investment opportunities[159] - The company faces potential penalties of 0.1% per day of the land use right cost (approximately RMB 31,270,000) for delays in the Luoyang property construction[154] - The company expects to commence construction of the Luoyang property by the end of 2017, citing changes in local government land policies as the reason for delays[155] - Share capital reorganization and change in board lot trading unit details were disclosed in announcements dated February 28, 2022, and April 7, 2022, and a circular dated March 18, 2022, with the reorganization effective from April 8, 2022[188] Operational Challenges - The company's main operating unit, Guangdong Changliu Investment Co., Ltd., saw a slight decrease in rental and related management service profits compared to the previous year[75] - The company's supermarket business in mainland China was severely affected by city lockdown policies due to COVID-19 in 2022[76] - The company is awaiting official documents for the change of address of its investment property in Luoyang, which is necessary for applying for construction permits[77] - The company employs approximately 63 staff in Hong Kong and mainland China, offering competitive compensation packages[93]

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佈之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全 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。 NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 二 零 二 三 年 中 期 業 績 公 佈 新城市建設發展集團有限公司（「本公司」）之董事會（「董事會」）欣然宣佈本公司 及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止六個月（「期間」）之 未經審核簡明綜合財務報表，連同二零二二年同期之比較數字如下： ...