Financial Performance - The company reported a revenue of HKD 98,607,000 for the fiscal year 2024, a decrease of 43% compared to HKD 172,926,000 in 2023[8]. - The operating loss for the year was HKD 132,771,000, which is a 25% improvement from the previous year's loss of HKD 177,273,000[8]. - The annual net loss for the group was approximately HKD 136,522,000, slightly improved from HKD 141,766,000 in 2023, indicating a reduction in losses of about 3.5%[21]. - The basic loss per share improved by 21% to HKD 108.87 from HKD 138.53 in the previous year[8]. - The basic loss per share for the year was approximately HKD 108.87, compared to HKD 138.53 in 2023, reflecting an improvement of about 21.4%[21]. Assets and Liabilities - The total equity decreased by 26% to HKD 273,408,000 from HKD 371,726,000 year-over-year[8]. - The total assets declined by 7% to HKD 1,609,797,000, while total liabilities slightly decreased by 1% to HKD 1,336,389,000[8]. - As of December 31, 2024, the group's total assets were approximately HKD 1,609,797,000, down from HKD 1,728,153,000 in 2023, a decrease of about 6.9%[22]. - The group's total liabilities as of December 31, 2024, were approximately HKD 1,336,389,000, compared to HKD 1,356,427,000 in 2023, showing a decrease of about 1.5%[22]. Corporate Governance - The company has complied with the listing rules regarding the board composition, ensuring at least three independent non-executive directors are present[38]. - All independent non-executive directors have confirmed their independence as per the listing rules, and the board believes they possess the necessary independence and judgment[38]. - The company has established effective mechanisms to ensure effective communication among directors, having held two board meetings during the fiscal year ending December 31, 2024[42]. - The company has established various committees, including the audit committee, remuneration committee, and nomination committee, to oversee different areas of the group's affairs[48]. - The company will review its board structure periodically to ensure compliance with listing rules and maintain effective governance[44]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to ethical corporate citizenship and promoting sustainable development in its business activities[78]. - The group aims to maintain or reduce air pollutant emissions below the current year's levels in the next year[88]. - The group emphasizes the importance of stakeholder engagement and feedback to improve its environmental, social, and governance performance[81]. - The board regularly evaluates and reviews environmental, social, and governance matters to ensure effective oversight[82]. - The company is committed to corporate social responsibility, focusing on employees, the environment, and the community[105]. Employee and Workplace Safety - The group employed approximately 46 staff members as of December 31, 2024, down from 53 in 2023, indicating a reduction in workforce of about 13.2%[28]. - The employee turnover rate is 28.3%, with 14 employees leaving, including 10 males (32.8%) and 4 females (21.1%)[110]. - The group has invested resources to improve workplace safety, resulting in 12 workdays lost due to injuries this year[113]. - There were no reported incidents of non-compliance with occupational health and safety laws in the current year[112]. Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2024[176]. - Key audit matters identified include fair value assessments of investment properties and impairment evaluations[178]. - The audit committee is responsible for overseeing the financial reporting process of the group[195]. - The auditors aim to obtain reasonable assurance that the consolidated financial statements are free from material misstatement due to fraud or error[196]. - The audit team evaluated the appropriateness of accounting policies adopted by the directors and the reasonableness of accounting estimates and related disclosures[198].

NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號: 456) Yours faithfully New City Development Group Limited NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s)(Note 1) , 30 April 2025 The following document(s) of New City Development Group Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.newcitygroup.com.hk and The Stock Exchange of ...

NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號: 456) NOTIFICATION LETTER 通知信函 Should you have any queries in relation to this letter, please call the Hong Kong Branch Share Registrar at (852) 2849 3399 during business hours from 9:00 a.m. to 5:00 p.m., Monday to Friday, excluding Hong Kong public holidays. Yours faithfully New City Development Group Limited Note: Corporate Communications include, but not limited ...

Financial Performance - The company's revenue for the year ended December 31, 2024, was approximately HKD 98.61 million, a decrease of 42.9% compared to HKD 172.93 million in 2023[3] - The net loss for the year was approximately HKD 136.52 million, slightly improved from a loss of HKD 141.77 million in 2023, representing a reduction of 3.4%[3] - Basic loss per share was HKD 1.0887, compared to HKD 1.3853 in 2023, indicating a decrease of 21.4%[4] - Gross profit for the year was HKD 49.80 million, down 37.7% from HKD 79.87 million in the previous year[4] - Operating loss for the year was HKD 132.77 million, an improvement from HKD 177.27 million in 2023, reflecting a decrease of 25.1%[4] - Total comprehensive loss for the year amounted to HKD 98.29 million, compared to HKD 171.75 million in 2023, showing a reduction of 42.7%[6] - The reported segment profit for 2024 was HKD 49,802,000, a decrease of 37.7% from HKD 79,871,000 in 2023[19] - Total revenue for 2024 was HKD 98,607,000, down 42.9% from HKD 172,926,000 in 2023, primarily due to a decline in supermarket retail sales in China[22] - The company recorded a net loss before tax of HKD 146,684,000 in 2024, an improvement from a loss of HKD 200,785,000 in 2023[19] - The annual net loss for the group was approximately HKD 136,522,000, slightly improved from HKD 141,766,000 in the previous year[54] Assets and Liabilities - Non-current assets decreased to HKD 723.69 million from HKD 784.72 million in 2023, a decline of 7.8%[7] - Current assets decreased to HKD 886.10 million from HKD 943.43 million in 2023, a decline of 6.1%[7] - Total liabilities decreased to HKD 669.42 million from HKD 960.69 million in 2023, a reduction of 30.3%[8] - The company's net assets decreased to HKD 273.41 million from HKD 371.73 million in 2023, a decline of 26.5%[8] - Total assets increased to HKD 1,609,797,000 in 2024 from HKD 1,728,153,000 in 2023, while total liabilities decreased slightly to HKD 1,336,389,000 from HKD 1,356,427,000[19] - The current ratio as of December 31, 2024, was 1.33, a decrease from 2.38 in the previous year[55] - The capital debt ratio as of December 31, 2024, was 78%, up from 74% in the previous year[57] Segment Information - For the year ended December 31, 2024, external customer revenue from property development and investment was HKD 54,587,000, while supermarket retail generated HKD 44,020,000, totaling HKD 98,607,000[18] - Segment profit for property development and investment was HKD 38,861,000, and for supermarket retail it was HKD 10,941,000, resulting in a total segment profit of HKD 49,802,000 for the year[18] - As of December 31, 2024, segment assets for property development and investment amounted to HKD 1,444,790,000, while supermarket retail had segment assets of HKD 34,771,000, totaling HKD 1,479,561,000[18] - Segment liabilities for property development and investment were HKD 872,266,000, and for supermarket retail, they were HKD 7,880,000, leading to total segment liabilities of HKD 880,146,000[18] - For the year ended December 31, 2023, external customer revenue from property development and investment was HKD 56,051,000, while supermarket retail generated HKD 116,875,000, totaling HKD 172,926,000[18] - Segment profit for property development and investment in 2023 was HKD 43,437,000, and for supermarket retail it was HKD 36,434,000, resulting in a total segment profit of HKD 79,871,000[18] Cash Flow and Expenses - The company’s cash and bank balances were HKD 8,459,000 in 2024, down from HKD 9,541,000 in 2023[19] - The company’s cash and cash equivalents decreased from HKD 367,101,000 in 2023 to HKD 331,542,000 in 2024, a decline of approximately 9.66%[34] - Administrative expenses decreased to HKD 70,223,000 in 2024 from HKD 83,726,000 in 2023, reflecting cost control measures[19] - The company reported a significant increase in fair value gains on financial assets, reaching HKD 34,585,000 in 2024 compared to HKD 2,376,000 in 2023[23] - The company recorded a revenue of approximately HKD 98,607,000 and a post-tax loss of approximately HKD 136,522,000 for the year ending December 31, 2024[45] Shareholder Information - The company did not declare any dividends for the year ending December 31, 2024, consistent with the previous year[32] - No dividend will be distributed for the year ending December 31, 2024, consistent with 2023[60] - The annual report for 2024 will be sent to shareholders by April 30, 2025, and will be available on the company's website[69] Corporate Governance - The company has complied with the corporate governance code, with the chairman also serving as the CEO, which deviates from the code's requirement for separation of roles[66] - The audit committee consists of three independent non-executive directors who reviewed the accounting principles and internal controls for the year ending December 31, 2024[70] - The remuneration committee is responsible for reviewing compensation policies and determining annual remuneration for board members and senior management[71] - The nomination committee is tasked with recommending candidates for director appointments and reviewing the board's composition[72] - The board consists of two executive directors and five independent non-executive directors as of the announcement date[73] Future Plans and Market Outlook - The group is currently evaluating the impact of new and revised Hong Kong Financial Reporting Standards on its financial statements[13] - The group plans to maintain rental income from its main operating unit, Guangdong Changliu Investment Co., Ltd., which has seen a slight increase in profit compared to the same period last year[47] - The group is optimistic about the long-term real estate market in China but will remain attentive to market dynamics for strategic decisions[52] - The group has submitted a revised construction plan for its Luoyang property and expects to commence construction within twelve months of receiving the necessary approvals[50] - The group is actively communicating with relevant government departments to obtain official approvals for its projects[51] Employment and Operations - As of December 31, 2024, the group employs approximately 53 employees in Hong Kong and China, unchanged from 2023[61] - No significant investments or acquisitions were made during the year ending December 31, 2024[62] - The company did not buy, sell, or redeem any of its listed securities during the year ending December 31, 2024[65]

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].