Financial Performance - For the year ended December 31, 2024, the company's revenue was approximately RMB 23.32 million, a significant decrease from RMB 4.44 million in 2023[9] - The loss attributable to owners of the company for 2024 was RMB 42.99 million, compared to a loss of RMB 46.23 million in 2023[9] - Total assets as of December 31, 2024, were RMB 569.34 million, down from RMB 651.73 million in 2023[9] - Total liabilities decreased to RMB 466.85 million in 2024 from RMB 503.66 million in 2023[9] - The net asset value attributable to owners of the parent was RMB 140.46 million in 2024, compared to RMB 176.93 million in 2023[9] - The Group's revenue for the year amounted to approximately RMB 23.3 million, a significant increase from RMB 4.4 million in 2023, primarily from the trading of electronic products[31] - The loss attributable to owners of the Company was approximately RMB 43.0 million, a slight improvement from RMB 46.2 million in 2023, mainly due to low gross profit from trading activities[31] - The gross profit margin for the trading business was approximately 0.1% for the year[25] - The Group's bank balances and cash were approximately RMB 15.8 million as of December 31, 2024, a decrease from RMB 17.2 million in 2023[32] Project Development - The Second Maoming Project has a total site area of approximately 29,274.16 square meters, with a planned gross saleable area of 84,000 square meters[16] - The company has no real estate project for sale during the year due to unfavorable market conditions, resulting in a significant revenue decrease[12] - The total area of residential and commercial properties recognized as sales in 2023 was approximately 747 square meters[13] - The company is focusing on the development of the Second Maoming Project, which includes 1,000 carpark spaces and a mix of residential and commercial areas[16] - As of December 31, 2024, approximately 63% of the construction for the Second Maoming Project has been completed, with pre-sales for residential properties scheduled for the second half of 2024[19] Capital Structure and Financing - The Group's total secured bank borrowings and other borrowings amounted to approximately RMB 9.4 million as of December 31, 2024, down from RMB 30.0 million in 2023[33] - The gearing ratio was approximately 9% as of December 31, 2024, compared to 20% in 2023, indicating improved financial stability[33] - The Placing of new shares on February 15, 2024, raised gross proceeds of approximately HK$7.12 million, enhancing the Company's capital structure[41] - The total gross proceeds from the placing amounted to approximately HK$7.12 million, with net proceeds of about HK$6.88 million after deducting commissions and other expenses[44] - The company plans to use the net proceeds from the placing for repayment of outstanding liabilities and general working capital, including staff costs and administrative expenses[46][50] - A rights issue was announced on April 8, 2024, offering two rights shares for every one share held at a subscription price of HK$0.15, which was completed on July 22, 2024[48][49] - The total gross proceeds from the rights issue and the specific mandate placing were approximately HK$1.6 million, with net proceeds of about HK$0.56 million after expenses[54][59] Employment and Remuneration - The group employed 35 full-time employees as of December 31, 2024, with total remuneration for the year being approximately RMB8.4 million, down from RMB13.2 million in 2023[66] - The group employed 35 full-time employees in Hong Kong and China, down from 53 in 2023, with total compensation amounting to approximately RMB 8.4 million, a decrease from RMB 13.2 million in 2023[71] Corporate Governance - The Company complied with all relevant code provisions set out in the Corporate Governance Code during the year[122] - The Company adopted the Model Code for Securities Transactions by Directors, confirming compliance by all Directors during the year[123] - The Company is committed to maintaining good corporate governance practices and procedures[121] - The Board consists of seven Directors, including three executive Directors and four independent non-executive Directors, enhancing corporate governance practices[127] - The Board held 12 meetings during the year, ensuring Directors received relevant information for informed decision-making[138] - The Company adopts a practice of holding Board meetings at least four times a year, with additional ad-hoc meetings as necessary[135] - Directors have independent access to senior management and can seek independent professional advice if needed[134] Board Changes and Appointments - Mr. Liu Jianhui was appointed as the executive Director and CEO effective April 1, 2025, bringing extensive experience in financial institutions[84][91] - Mr. Zhang Xiaojun appointed as Executive Director on October 30, 2023, with a focus on optimizing cash flow and establishing investment funds[98] - Mr. Yau Sze Yeung has over 20 years of experience in the financial industry, including audit and corporate finance, and serves as the chairman of the Audit Committee[105] - Mr. Lee Chun Tung appointed as an independent non-executive Director and has extensive experience in internal control and regulatory compliance[111] - Mr. Su Zhi Jie appointed as independent non-executive Director on September 30, 2024, with over 10 years of experience as a qualified internal auditor[113] - Ms. Aika Ouji appointed as independent non-executive Director on December 31, 2024, with extensive experience in international trade and real estate management[114] - Mr. Liu Jian Hui appointed as Chief Executive Officer on April 1, 2025, indicating a leadership transition within the Company[128] Audit and Risk Management - The Audit Committee held 5 meetings during the year to review the audited consolidated financial statements for the years ended December 31, 2022, and 2023[180] - The Committee reviewed the unaudited consolidated interim financial statements for the six months ended June 30, 2023, and June 30, 2024[181] - The Audit Committee evaluated the effectiveness of the internal audit functions and the risk management and internal control systems of the Group[183][184] - The external auditor's fees were reviewed and the remuneration and terms of engagement were approved based on guidelines from the Financial Reporting Council[189] Subsequent Events and Contingencies - The company failed to publish the 2024 Annual Results Announcement by the March 31, 2025 deadline due to additional time required for the auditor to complete its work, leading to a suspension of trading from April 1, 2025[85][86] - There are no material contingent liabilities as of December 31, 2024[83][88] - No significant subsequent events occurred that materially affect the group's financial condition or operation following the reporting period[87][90]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 23,322,000, an increase of 426% compared to RMB 4,442,000 in 2023[3] - The cost of sales for the same period was RMB 23,302,000, resulting in a gross profit of RMB 20,000, down from RMB 180,000 in the previous year[3] - The company incurred a net loss of RMB 53,347,000 for the year, compared to a net loss of RMB 51,637,000 in 2023, reflecting a year-over-year increase in losses of approximately 3.3%[4] - Basic and diluted loss per share for the year was RMB 14.17, an improvement from RMB 17.90 in the previous year[4] - The group reported a loss attributable to shareholders of approximately RMB 43.0 million, an improvement from RMB 46.2 million in 2023, mainly due to lower gross profit from trading activities[44] Assets and Liabilities - Total assets decreased to RMB 566,471,000 from RMB 632,502,000, indicating a decline of approximately 10.4%[7] - The company's cash and bank balances were RMB 15,797,000, which raises concerns about liquidity given current liabilities of RMB 451,791,000[10] - The group’s non-current assets in mainland China were valued at RMB 2,160 thousand in 2024, compared to RMB 3,871 thousand in 2023[25] - Trade payables as of December 31, 2024, amounted to RMB 115.110 million, a decrease from RMB 132.331 million in 2023[36] - The maximum liability for mortgage loans provided to certain buyers of the group's properties is approximately RMB 82.5 million as of December 31, 2024, compared to RMB 94.0 million in 2023[57] Revenue Sources - The group reported revenue from electronic product sales of RMB 23,322 thousand in 2024, compared to RMB 4,437 thousand in 2023[20] - The total revenue from external customers in 2024 was RMB 23,322 thousand, while in 2023 it was RMB 4,442 thousand, indicating a significant increase[25] - The group plans to diversify its revenue sources by starting sales of electronic components, with revenue from electronic products trading amounting to approximately RMB 23.3 million this year[44] - The group’s revenue from property sales is recognized upon the transfer of control to customers, typically after receiving a 30% advance payment[21] - Total revenue from property development and investment for the year was approximately RMB 0, a significant decrease from RMB 44 million in 2023[39] Financial Management and Strategy - The company has secured written confirmations from non-controlling interests to defer repayment of approximately RMB 115,500,000 until the group becomes profitable[11] - Major shareholders have confirmed financial assistance of up to RMB 46,900,000 to support the company's liquidity needs[11] - The group continues to seek equity financing opportunities and actively control administrative costs and capital expenditures[14] - The group is exploring other business opportunities to enhance revenue diversification and stabilize operations while awaiting recovery in the Chinese real estate market[44] - The group anticipates stronger performance in the coming year due to improving economic conditions and supportive government policies in the real estate sector[43] Operational Updates - The second Maoming project is approximately 63% completed, with residential pre-sales expected to begin in the second half of 2024[40] - The company has recognized a provision for expected credit losses of RMB 6.893 million in 2024, compared to a reversal of RMB 274 thousand in 2023[30] - The trading business generated a gross profit margin of approximately 0.1% for the year[44] - The company has completed a placement of 50,888,000 shares at a price of HKD 0.14 per share, raising approximately HKD 7.12 million[46] - The group has committed to using the net proceeds from the placement to repay outstanding debts and for general working capital[47] Employment and Compensation - The total number of full-time employees as of December 31, 2024, is 35, a decrease from 53 in 2023, with total compensation amounting to approximately RMB 8.4 million, down from RMB 13.2 million in 2023[56] Regulatory and Governance - The company has no declared or proposed dividends for the years ended December 31, 2024, and 2023[31] - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year, and no major investment or capital asset plans as of the announcement date[60] - Aika Ouji has been appointed as a member of the Board Nomination Committee effective April 11, 2025, ensuring at least one female member in the committee[76] - The company’s shares were suspended from trading on the Stock Exchange starting April 1, 2025, due to the failure to publish audited annual results by March 31, 2025[78] - The company has applied for the resumption of trading, effective from April 14, 2025, at 9:00 AM[78]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 23,322,000, an increase of 426% compared to RMB 4,442,000 in 2023[3] - The cost of sales for the same period was RMB 23,302,000, resulting in a gross profit of RMB 20,000, down from RMB 180,000 in the previous year[3] - The company incurred a net loss of RMB 53,347,000 for the year, compared to a loss of RMB 51,637,000 in 2023, reflecting a year-over-year increase in losses of approximately 3.3%[4] - Basic and diluted loss per share for the year was RMB 14.17, an improvement from RMB 17.90 in the previous year[4] - The company reported other income of RMB 15,832 thousand in 2024, a significant increase from RMB 161 thousand in 2023[27] - The company recorded a net loss attributable to shareholders of RMB 42,987 thousand in 2024, compared to a loss of RMB 46,231 thousand in 2023[32] - The company reported a loss attributable to shareholders of approximately RMB 43.0 million, an improvement from RMB 46.2 million in the previous year[44] - The company has no taxable profits for the years ended December 31, 2024, and 2023, resulting in no provisions for Hong Kong profits tax[28] Assets and Liabilities - Total assets decreased to RMB 566,471,000 from RMB 632,502,000, indicating a decline of approximately 10.4%[7] - The company's cash and bank balances were RMB 15,797,000, which raises concerns about liquidity given current liabilities of RMB 451,791,000[10] - The total trade and other payables decreased to RMB 115,110 thousand in 2024 from RMB 132,331 thousand in 2023[36] - The company’s other receivables increased to RMB 12,278 thousand in 2024 from RMB 8,122 thousand in 2023, with a net amount of RMB 4,275 thousand after provisions[33] - The maximum liability for mortgage loans provided to certain buyers of the group's properties was approximately RMB 82.5 million as of December 31, 2024, down from RMB 94.0 million in 2023[57] Revenue Sources - The group reported revenue from electronic product sales of RMB 23,322 thousand in 2024, compared to RMB 4,437 thousand in 2023[20] - The total revenue from property sales was RMB 0 in 2024, down from RMB 4,437 thousand in 2023[20] - Revenue from external customers in mainland China was RMB 0 in 2024, down from RMB 4,442 thousand in 2023[25] - Revenue from external customers in Hong Kong was RMB 23,322 thousand in 2024, compared to RMB 0 in 2023[25] - The company has initiated the sale of electronic components, generating revenue of approximately RMB 23.3 million this year, marking a diversification of its income sources[42] Future Plans and Concerns - The company is assessing its ability to continue as a going concern due to recurring net losses and limited cash reserves[10] - The company plans to continue pre-selling properties in its second Maoming project to generate cash flow[11] - Major shareholders have confirmed financial assistance of up to RMB 46,900,000 to support the company's liquidity needs[11] - The management expects stronger performance in the coming year due to improving market conditions and government support for the real estate sector[43] - The group will continue to seek equity financing opportunities and actively control administrative costs and capital expenditures[14] Construction and Development - The company successfully acquired land use rights for the second Maoming project at a cost of approximately RMB 241.5 million, with a total planned area of about 84,000 square meters[40] - As of December 31, 2024, approximately 63% of the construction for the second Maoming project has been completed, with residential sales expected to begin in the second half of 2024[40] - As of December 31, 2024, the group's property development commitments amounted to RMB 237.3 million, a decrease from RMB 243.0 million in 2023[55] Shareholder Information - The company did not declare or propose any dividends for the years ended December 31, 2024, and 2023[31] - No dividends were declared or proposed for the year, as the board did not recommend any distribution[58] - The annual report for 2024 will be sent to shareholders by April 30, 2025, and will be published on the Hong Kong Stock Exchange and the company's website[75] Compliance and Governance - The independent auditor confirmed that the financial statements for the year ending December 31, 2024, accurately reflect the group's financial position and performance[71] - The group has no significant contingent liabilities as of December 31, 2024[62] - The group did not engage in any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year, nor are there plans for major investments or capital assets as of December 31, 2024[60] - Aika Ouji has been appointed as a member of the board's nomination committee, ensuring at least one female member in the committee[76] Market Activity - Trading of the company's shares was suspended on the Hong Kong Stock Exchange starting April 1, 2025, due to the failure to publish audited annual results by March 31, 2025[78] - The company has applied for the resumption of trading, effective from April 14, 2025[78] Accounting Standards - The group has no significant impact on financial performance from the newly adopted Hong Kong Financial Reporting Standards in the current and prior years[16] - The group is currently assessing the impact of the new Hong Kong Financial Reporting Standards on its consolidated financial statements[19] - The group has not early adopted any new accounting standards that have been issued but are not yet effective[15] - The group has no significant investments or plans for major capital assets as of the reporting date[60] - The group has no foreign exchange hedging policy but closely monitors foreign exchange risks[52]

Revenue and Financial Performance - Revenue from property development and investment business for the six months ended June 30, 2024, was RMB nil, a significant decrease from RMB 4,468,000 in the same period of 2023[6]. - The Group's revenue for the six months ended June 30, 2024, was approximately RMB 23,328,000, a significant increase from RMB 4,468,000 in 2023, all attributed to the trading business[15]. - For the period, the Group's revenue from trading business was approximately RMB 23,328,000, compared to RMB 4,468,000 from property development and investment in 2023[18]. - The Group's total revenue for the first half of 2024 was RMB 23,328,000, a notable increase from the previous year's total of RMB 4,468,000[76]. - The loss attributable to owners of the Company for the period was approximately RMB 16,414,000, an improvement from RMB 32,831,000 in 2023, primarily due to low gross profit from trading and allowances on properties[15]. - The Group reported a net loss of approximately RMB 19,636,000 for the six months ended June 30, 2024, continuing a trend of recurring losses over the past four years[70]. - The total comprehensive expense for the period was RMB 19,774,000, down from RMB 44,503,000 in the previous year, indicating a decrease of about 55.6%[59]. - The loss before taxation was RMB 19,646,000, compared to a loss of RMB 43,812,000 in the same period of 2023[58]. - Basic loss per share was (5.63) RMB cents, improved from (12.71) RMB cents in the previous year[58]. Property Development Projects - The total area of residential and commercial properties recognized as sales from the First Maoming Project was approximately 510 square meters in the last corresponding period[6]. - The Second Maoming Project has a total site area of approximately 29,274.16 square meters, with land acquisition costs amounting to approximately RMB 241,512,000[9]. - The planned gross saleable area for the Second Maoming Project is 84,000 square meters, which includes 59,000 square meters for residential areas and 25,000 square meters for commercial areas[9]. - The Second Maoming Project will also include 1,000 carpark spaces[9]. - The First Maoming Project's sales process is nearing completion, impacting revenue generation significantly[6]. - The Group's focus remains on the development of the Second Maoming Project, which is still under construction[6]. - As of June 2024, approximately 63% of the Second Maoming Project's construction has been completed, with pre-sales of the first two residential blocks commencing in June 2022 and the remaining two blocks scheduled for the second half of 2024[10]. - The Group is exploring property development opportunities outside China and diversifying into additional types of electronic products and commodities[14]. Financial Position and Assets - Bank balances and cash as of June 30, 2024, were approximately RMB 12,102,000, down from RMB 17,208,000 as of December 31, 2023[16]. - The total assets of the Group as of June 30, 2024, were approximately RMB 660,394,000, compared to RMB 651,734,000 as of December 31, 2023[16]. - The Group's total assets were approximately RMB 660,394,000, up from RMB 651,734,000 as of December 31, 2023[18]. - The gearing ratio was approximately 23% as of June 30, 2024, compared to 20% on December 31, 2023[19]. - The Group had commitments for property development amounting to RMB 240,000,000 as of June 30, 2024, slightly down from RMB 242,952,000 at the end of 2023[23]. - The Group's maximum obligation regarding mortgage facilities provided to purchasers of properties was approximately RMB 92,542,000, down from RMB 94,046,000 in 2023[29]. - The Group's total liabilities increased to RMB 525,548,000 from RMB 503,659,000, reflecting an increase of approximately 4%[84]. - The Group's segment assets for property development and investment decreased to RMB 616,567,000 from RMB 630,026,000, a decline of about 2%[84]. Governance and Management - Changes in the Board of Directors included the resignation of Mr. PAN Shimin as Chairman on April 10, 2024, and the appointment of Mr. PANG Chung Fai Benny as Chairman on the same date[46]. - The Company confirmed compliance with all relevant code provisions set out in the Corporate Governance Code during the reporting period[46]. - The Company has adopted the Model Code for Directors' securities transactions and confirmed compliance throughout the reporting period[46]. - The Audit Committee comprises three independent non-executive Directors, ensuring compliance with corporate governance standards[49]. - The Company appointed new members to key committees, including the Remuneration and Nomination Committees, indicating a shift in governance structure[47]. Financing and Capital Management - The Company aims to leverage the proceeds from the First Maoming Project to fund the development of the Second Maoming Project[5]. - The Group plans to continue identifying various financing options, including attracting new investors and establishing business partnerships[12]. - A rights issue was announced on April 8, 2024, offering two rights shares for every one share held at a subscription price of HK$0.15[31]. - The rights issue and placing were completed on July 22, 2024, and August 5, 2024, respectively, with a total of 8,347,605 rights shares allotted, representing approximately 1.8% of the total available[32]. - The gross proceeds from the rights issue and placing were approximately HK$1.6 million, with net proceeds estimated at HK$0.56 million after expenses[33]. - The net proceeds from the rights issue and placing will be used for professional fees and general working capital[33]. - The Group is actively seeking property development opportunities outside of China and exploring trade in other types of electronic products and goods[17]. - The Group is exploring property development opportunities outside China and diversifying into additional types of electronic products and commodities[14]. Risks and Uncertainties - There exists a material uncertainty regarding the Group's ability to continue as a going concern due to the reliance on successful execution of financing plans[55]. - The Group is facing material uncertainties regarding its ability to continue as a going concern due to ongoing losses and limited cash reserves[68]. - The report emphasizes the importance of risk management and internal control systems, highlighting the Company's commitment to financial integrity[49]. Shareholder Information - As of June 30, 2024, Ming Hung Fung Company Limited held 72,000,000 shares, representing approximately 23.58% of the total shares in issue[38]. - Mr. Liu Dong and Mr. Liu Zhongxiang each have interests in controlled corporations holding 72,000,000 shares and 24,210,526 shares, respectively[38]. - Mr. Chen Qiang held 14,950,000 shares, representing approximately 4.90% of the total shares in issue[38]. - As of June 30, 2024, no party was reported to have an interest or short position in the shares that required disclosure under the SFO[40]. - No significant shareholders were identified as having the ability to control 5% or more of the voting power at the general meeting as of June 30, 2024[40]. Operational Highlights - The Group's trading team will continue to explore other opportunities and may diversify into other products, including commodities[12]. - The Group's financial performance reflects a strategic shift towards electronic product trading, with no significant contributions from property development in the current reporting period[79]. - The Group's segment loss for property development and investment was RMB (11,621,000), while the trading of electronic products reported a profit of RMB 13,000, resulting in a total segment loss of RMB (11,608,000) for the first half of 2024[81]. - The Group's revenue from electronic product sales in Hong Kong was RMB 23,328,000, with no revenue reported from property sales in mainland China during the current period[76].

Financial Performance - The company reported revenue of RMB 23,328,000 for the six months ended June 30, 2024, a significant increase from RMB 4,468,000 in the same period of 2023, representing a growth of approximately 422%[1] - The cost of sales for the same period was RMB 23,305,000, leading to a gross profit of RMB 23,000, compared to a gross profit of RMB 206,000 in 2023[1] - The net loss for the period was RMB 19,636,000, an improvement from a net loss of RMB 43,012,000 in the previous year, indicating a reduction of approximately 54%[2] - The company reported a pre-tax loss of RMB 19,646,000 for the six months ended June 30, 2024[14] - The company reported a loss attributable to shareholders of approximately RMB 16,414,000 for the period, an improvement from a loss of RMB 32,831,000 in the previous year, primarily due to lower gross profit from trading activities[34] Assets and Liabilities - The company’s total assets as of June 30, 2024, were RMB 642,519,000, compared to RMB 632,502,000 as of December 31, 2023, showing a slight increase[4] - The company’s total assets as of June 30, 2024, amounted to RMB 660,394,000, compared to RMB 651,734,000 as of December 31, 2023[16] - The total liabilities increased to RMB 525,548,000 as of June 30, 2024, from RMB 503,659,000 as of December 31, 2023[16] - The company has current liabilities totaling approximately RMB 105,030,000, with additional non-controlling interest payables of RMB 115,498,000 and other borrowings due within the next twelve months amounting to RMB 21,406,000[54] Cash Flow and Financing - The company’s cash and bank balances decreased to RMB 12,102,000 from RMB 17,208,000, indicating a decline of about 30%[4] - The company has cash and bank balances of approximately RMB 12,102,000, with restricted bank deposits of RMB 37,418,000 designated for construction purposes[54] - The company has ongoing discussions to extend the repayment terms of outstanding loans totaling RMB 21,406,000, which are due in August 2024[6] - The company has confirmed that non-controlling interests will not demand repayment of approximately RMB 115,498,000 in outstanding principal, providing some liquidity relief[6] - The company successfully placed a total of 50,888,000 placement shares at HKD 0.14 per share and 10,950,405 rights shares at HKD 0.15 per share, receiving net amounts of approximately RMB 6,321,000 and RMB 522,000 respectively[7] - The company completed a rights issue on July 22, 2024, issuing a total of 8,347,605 shares at a subscription price of HKD 0.15, which represents about 1.8% of the total rights shares available for subscription[47] - The total proceeds from the rights issue and placement amounted to approximately HKD 1.6 million, with a net amount of about HKD 0.56 million after expenses[47] Operational Highlights - The company is actively pre-selling properties in its second Maoming project to generate cash flow[6] - The second Maoming project has approximately 63% of construction completed as of June 2024, with residential property pre-sales scheduled for the second half of 2024 and the first half of 2025[30] - The company has faced financial challenges due to construction delays and cash flow constraints related to the second Maoming project[30] - Revenue from property development and investment was RMB 0 for the current period, a significant decrease from RMB 4,468,000 in the same period last year[28] - The company’s trading business generated revenue of approximately RMB 23,328,000 for the six months ended June 30, 2024, compared to RMB 0 in the same period of 2023, indicating a significant diversification into electronic products trading[32] Employee and Governance - The company employed 36 full-time employees as of June 30, 2024, a decrease from 47 employees as of December 31, 2023, with total compensation for the period amounting to approximately RMB 3,945,000[42] - The company has established an audit committee responsible for reviewing financial reporting and risk management systems[51] - The company has complied with all relevant corporate governance codes during the reporting period[48] - The interim financial statements have been reviewed by an independent auditor, confirming compliance with the applicable accounting standards[53] Accounting and Taxation - The company has not adopted any new or revised accounting standards in advance for the preparation of the interim financial statements[9] - The company has not made any provisions for Hong Kong profits tax for the periods ended June 30, 2024, and 2023 due to no taxable profits[19] - The company recorded a provision for properties held for sale of RMB 2,681,000 for the current period, down from RMB 6,514,000 in the previous year[20] Dividends - The company did not declare or recommend any dividends for the six months ended June 30, 2024, and 2023[21] - No dividends were declared or proposed for the period, consistent with the previous year[44]

Financial Performance - For the year ended December 31, 2023, the revenue from property development and investment was approximately RMB 4,442,000, a significant decrease from RMB 60,709,000 in 2022[12]. - The total area of residential and commercial properties recognized as sales for the year was approximately 747 square meters, down from 10,043 square meters in 2022[13]. - The company reported a loss attributable to owners of the company of RMB 46,231,000 for 2023, compared to a loss of RMB 55,768,000 in 2022[9]. - Basic and diluted loss per share for 2023 was RMB (18.17) cents, an improvement from RMB (21.92) cents in 2022[9]. - The Group's revenue for the year amounted to approximately RMB 4,442,000, a significant decrease from RMB 60,709,000 in 2022, with a loss attributable to owners of approximately RMB 46,231,000[27]. - The Group incurred a net loss of approximately RMB 51,637,000 for the year ended December 31, 2023, continuing a trend of recurring net losses over four years[72]. Assets and Liabilities - Total assets as of December 31, 2023, were RMB 651,734,000, an increase from RMB 614,052,000 in 2022[9]. - Total liabilities increased to RMB (503,659,000) in 2023 from RMB (414,096,000) in 2022[9]. - Net asset value decreased to RMB 148,075,000 in 2023 from RMB 199,956,000 in 2022[9]. - As of December 31, 2023, the Group's bank balances and cash were approximately RMB 17,208,000, down from RMB 26,710,000 in 2022[28]. - The total secured bank borrowings and other borrowings amounted to approximately RMB 29,994,000 as of December 31, 2023, compared to RMB 21,028,000 in 2022[29]. - The gearing ratio increased to approximately 20% as of December 31, 2023, up from 11% in 2022[29]. - Current liabilities include trade and other payables for construction costs amounting to approximately RMB 79,424,000, amounts due to non-controlling interests of approximately RMB 115,498,000, and other borrowings of approximately RMB 29,994,000 due within the next twelve months[72]. Property Development Projects - The company is currently developing the Second Maoming Project, which is expected to contribute to future revenue once completed[11]. - The majority of the proceeds from the First Maoming Project have been reinvested into the development of the Second Maoming Project[11]. - The company continues to focus on property development in Maoming City, Guangdong Province, as part of its strategic growth plan[11]. - The Second Maoming Project has a total site area of approximately 29,274.16 square meters, with a consideration of approximately RMB 241,512,000 for land use rights[17]. - As of December 2023, approximately 60% of the construction for the Second Maoming Project has been completed, with pre-sales for residential properties scheduled for the second half of 2024[20]. - The Group plans to continue pre-selling properties from the Second Maoming Project to generate cash flow[79]. Corporate Governance - The Company has maintained compliance with all relevant provisions of the Corporate Governance Code during the year[125]. - The Board consists of seven Directors, including four executive Directors and three independent non-executive Directors, ensuring compliance with Listing Rules regarding professional qualifications[131]. - The Company is committed to high standards of corporate governance practices and procedures[124]. - The Directors have confirmed compliance with the Model Code for Securities Transactions during the year[126]. - The Company has a strong focus on internal control, risk management, and regulatory compliance, as evidenced by the Directors' backgrounds[121][122]. - The Board aims to enhance corporate value through effective management oversight[131]. - The Company has a structured approach to corporate governance, aligning with the principles set out in the CG Code[128]. Board Composition and Meetings - The Company has appointed new executive Directors, including Mr. Zhang Xiao Jun on October 30, 2023, and Mr. Liang Zhichao on January 29, 2024[132]. - The roles of Chairman and Chief Executive Officer are held by separate individuals to ensure independence and accountability[154]. - The Board held 13 meetings during the year, ensuring Directors received relevant information for informed decision-making[142]. - The attendance of independent non-executive Directors at Board meetings was high, with Mr. Lee Chun Tung and Mr. Yau Sze Yeung attending all 13 meetings[143]. - The Company established a Nomination Committee to review and supervise the structure, size, and composition of the Board, ensuring board diversity policy effectiveness[159]. - During the Year, the Nomination Committee held 2 meetings to recommend the re-appointment of Directors and assess the independence of independent non-executive Directors[164]. Financial Management and Capital Structure - The company reduced its share capital from HK$1.00 to HK$0.01 per share through a capital reduction, resulting in a total of 50,888,000 shares being issued at a placing price of HK$0.14, representing an approximate discount of 18.13% to the closing price on the date of the agreement[45][51]. - The gross proceeds from the placing amounted to approximately HK$7.12 million, with net proceeds of approximately HK$6.88 million after deducting commissions and expenses[51][55]. - As of the report date, approximately HK$3.40 million of the net proceeds have been used for repayment of outstanding liabilities, with the remaining HK$3.48 million intended for general working capital by December 31, 2024[53][56]. - The Company plans to use the net proceeds from the placing for repayment of liabilities and general operational expenses, including staff costs and professional fees[52][55]. Market Conditions and Outlook - The overall real estate market is still in a bottoming out phase, with weak demand and declining transaction volumes and prices[25]. - Management is optimistic about the upcoming year due to increasing policy support and improving market sentiment[26]. Employee Information - The company employed 47 full-time employees as of December 31, 2023, with total remuneration for the year amounting to approximately RMB 13,220,000, a decrease from RMB 14,633,000 in 2022[63][68].

Financial Performance - The total revenue for the year ended December 31, 2023, was RMB 4,442,000, a decrease of 92.7% compared to RMB 60,709,000 in 2022[2] - The gross profit for the year was RMB 180,000, down from RMB 9,084,000 in the previous year, indicating a significant decline in profitability[2] - The net loss for the year was RMB 51,637,000, an improvement from a net loss of RMB 75,469,000 in 2022, representing a 31.6% reduction in losses[3] - Basic and diluted loss per share for the year was RMB 18.17, compared to RMB 21.92 in the previous year, reflecting a decrease in loss per share[3] - The company's revenue from property development and investment for the year was approximately RMB 4,442,000, a significant decrease from RMB 60,709,000 in the previous year, indicating a decline of about 92.7%[39] - The company’s lease income from other sources was RMB 5,000 in 2023, down from RMB 163,000 in 2022, reflecting a decline of 96.93%[16] - The loss attributable to the company's owners was approximately RMB 46,231,000, compared to a loss of RMB 55,768,000 in 2022, primarily due to a substantial decrease in property sales revenue and impairment losses on properties held for sale[45] Assets and Liabilities - Total assets as of December 31, 2023, amounted to RMB 632,502,000, an increase from RMB 595,940,000 in 2022[7] - The company's cash and cash equivalents decreased to RMB 17,208,000 from RMB 26,710,000 in the previous year, indicating a liquidity contraction[7] - The company's equity attributable to owners decreased to RMB 176,933,000 from RMB 224,147,000, reflecting a decline in shareholder value[8] - Current liabilities include trade and other payables of approximately RMB 79,424,000, non-controlling interest payables of approximately RMB 115,498,000, and other borrowings due within the next twelve months of approximately RMB 29,994,000[61] - The group's total secured bank borrowings and other borrowings amounted to approximately RMB 29,994,000, an increase from RMB 21,028,000 in 2022[47] - The asset-liability ratio was approximately 20% as of December 31, 2023, compared to 11% in 2022[47] Property Sales and Development - The company reported revenue from property sales in mainland China for 2023 at RMB 4,437,000, a significant decrease of 92.68% compared to RMB 60,546,000 in 2022[16] - The total area of residential and commercial properties sold from the first Maoming project was approximately 747 square meters, down from 10,043 square meters in the previous year, reflecting a decrease of about 92.6%[39] - The company has completed approximately 60% of the construction for the second Maoming project, with residential property pre-sales scheduled for the second half of 2024[41] - The company plans to continue pre-selling properties from its second Maoming project to generate cash flow[63] Financial Costs and Expenses - The financial costs for the year amounted to RMB 1,940,000, an increase of approximately 115.5% compared to RMB 903,000 in the previous year[24] - The total salary expense for the year was approximately RMB 13,220,000, a decrease from RMB 14,633,000 in 2022, with 47 full-time employees as of December 31, 2023[59] - The company reported a net loss for the year, with total expenses including director remuneration of RMB 13,220,000, down from RMB 14,633,000 in the previous year[28] Accounting Policies and Standards - The company has not applied any new Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and expects no significant impact on the consolidated financial statements in the foreseeable future[15] - The company has changed its accounting policy related to long service payment liabilities, applying the new guidelines retroactively, which did not have a significant impact on the financial position as of January 1, 2022[13] - The company anticipates that the application of new accounting standards will not have a significant impact on the financial performance for the current and prior years[15] Governance and Compliance - The company has adopted the corporate governance code and believes it has complied with all relevant provisions during the year[72] - The company has not incurred any significant contingent liabilities as of December 31, 2023[68] - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year[67] Future Outlook - The management remains confident about future development, focusing on several profitable businesses amid improving market conditions[44] - The company plans to use the net proceeds from the share placement for repaying outstanding debts and general working capital, with approximately RMB 3.40 million already utilized for debt repayment[54] - A total of 50,888,000 shares were successfully placed at a price of HKD 0.14 per share, raising a net amount of approximately RMB 6,321,000 for repaying outstanding debts and general working capital[63] - The company has successfully signed a deferral agreement for other borrowings amounting to RMB 9,089,000, extending the due date to April 30, 2026[63] Trading and Market Activity - The company's shares resumed trading on December 6, 2023, after meeting all conditions set by the Stock Exchange for resumption[70] - The company did not declare or propose any dividends for the year, consistent with the previous year[29] - The company has no plans to declare or propose any dividends for the year[65]

Revenue and Financial Performance - For the six months ended June 30, 2023, the revenue from property development and investment was approximately RMB 4,468,000, a significant decrease of 91.1% compared to RMB 50,272,000 in the same period of 2022[9]. - The Group's total revenue for H1 2023 was RMB 4,468,000, down from RMB 50,272,000 in H1 2022, indicating a decrease of about 91.1%[155]. - The gross profit for the same period was RMB 206,000, down 97.4% from RMB 7,871,000 in the previous year[131]. - The loss before taxation for the six months was RMB 43,812,000, an improvement from a loss of RMB 56,012,000 in the prior year, indicating a 21.9% reduction in losses[131]. - The loss for the period attributable to owners of the company was RMB 32,831,000, compared to RMB 42,531,000 in the same period last year, reflecting a 22.9% decrease[131]. - The segment profit for property development and investment was a loss of RMB 35,192,000 in H1 2023 compared to a loss of RMB 47,696,000 in H1 2022, showing an improvement in performance[162]. - Total comprehensive expense for the period was RMB 44,503,000, down from RMB 59,945,000 in the prior year, indicating a decrease of about 25.7%[133]. - The company's net assets decreased to RMB 155,453,000 as of June 30, 2023, compared to RMB 199,956,000 at the end of 2022, reflecting a decline of approximately 22.2%[137]. - The company's current liabilities increased to RMB 446,036,000 from RMB 407,922,000 at the end of 2022, reflecting an increase of approximately 9.3%[136]. - The loss for the period ended June 30, 2023, was RMB 43,012,000, a decrease from RMB 59,457,000 in the same period of 2022, representing a reduction of approximately 27.6%[133]. Property Development Projects - The total area of residential and commercial properties recognized as sales for the First Maoming Project was approximately 510 square meters, down 86.8% from 3,855 square meters in 2022[10]. - Approximately 52.8% of the construction for the Second Maoming Project has been completed, with the basement, kindergarten, and first two blocks of residential buildings finished[16]. - The Second Maoming Project has a total site area of approximately 29,274.16 square meters, with a planned gross saleable area of 84,000 square meters, including 59,000 square meters for residential and 25,000 square meters for commercial properties[14]. - The pre-sales of residential properties are scheduled from June 2022 to the first half of 2024, while commercial properties are expected to begin pre-sales in the second half of 2023[17]. - The pandemic has caused delays in the development and pre-sales plans for the Second Maoming Project[16]. Financial Position and Assets - As of June 30, 2023, total assets were approximately RMB 606,859,000, reflecting a slight decrease of about 1% from RMB 614,052,000 at the end of 2022[26]. - The Group's total secured bank borrowing and other borrowings amounted to approximately RMB 16,970,000, down from RMB 21,028,000 at the end of 2022, with a gearing ratio of approximately 10.9%[27]. - Bank balances and cash were approximately RMB 22,886,000 as of June 30, 2023, compared to RMB 26,710,000 at the end of 2022[26]. - The Group had commitments for property development amounting to RMB 267,643,000 as of June 30, 2023, compared to RMB 295,205,000 as of December 31, 2022[54]. - The Group's maximum obligation for mortgage facilities provided to certain purchasers of properties was approximately RMB 86,877,000 as of June 30, 2023, up from RMB 41,814,000 as of December 31, 2022[56]. Internal Control and Governance - The management identified potential deficiencies in internal control systems during the investigation, necessitating strengthening of internal control mechanisms[73]. - The Board appointed an independent internal control consultant to review and improve the Group's internal control systems, which has been successfully implemented[81]. - The internal control management system has been improved, with no major risks or concerns identified post-implementation[81]. - The Company complied with all relevant provisions of the Corporate Governance Code during the six months ended June 30, 2023[107]. - The Company confirmed that all Directors complied with the Model Code for securities transactions during the six months ended June 30, 2023[108]. Shareholder Information and Dividends - As of June 30, 2023, Ming Hung Fung Company Limited and Mr. Liu Dong each hold 72,000,000 ordinary shares, representing approximately 28.29% of the total shares issued[95]. - Mr. Liu Zhongxiang and China Sugar Holdings Limited each hold 24,210,526 ordinary shares, accounting for approximately 9.51% of the total shares issued[95]. - No interim dividend was declared for the six months ended June 30, 2023, consistent with the previous year[109]. - The Share Option Scheme has not granted any options since its adoption on May 29, 2019, and there are 18,246,905 options available for grant as of June 30, 2023[106]. Market Conditions and Future Outlook - The overall real estate market in China is still in a bottoming-out phase, with significant declines in transaction volumes and prices, despite increasing policy support[19]. - The Group plans to strengthen its financial position through upcoming pre-sales of the Second Maoming Project[17]. - The management will continue to cautiously review the property market and seek suitable property development opportunities[24]. - The Group plans to further explore the trading business of raw cane sugar while implementing sufficient risk mitigations[24].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 China Uptown Group Company Limited 中 國 上 城 集 團 有 限 公司 （於開曼群島註冊成立之有限公司） 2330 （股份代號﹕ ） 截至二零二三年六月三十日止六個月之中期業績 中國上城集團有限公司（「本公司」）之董事（「董事」）會（「董事會」）宣佈本公司及其附 屬公司（統稱為「本集團」）截至二零二三年六月三十日止六個月（「本期間」）之未經審 核簡明綜合中期業績。 簡明綜合損益表 截至二零二三年六月三十日止六個月 截至六月三十日止六個月 二零二三年 二零二二年 附註 人民幣千元 人民幣千元 （未經審核） （未經審核） 3 4,468 50,272 收益 (4,262) (42,401) 銷售成本 206 7,871 毛利 ...

Financial Performance - Revenue for the property development and investment business was approximately RMB 60,709,000 in 2022, a decrease of 65.1% from RMB 173,974,000 in 2021[13] - Sales from properties amounted to approximately RMB 60,546,000 in 2022, compared to RMB 172,547,000 in 2021, indicating a decline of 64.9%[13] - Rental income decreased to approximately RMB 163,000 in 2022 from RMB 1,427,000 in 2021, representing a drop of 88.6%[13] - The loss attributable to owners of the Company was RMB 55,768,000 in 2022, compared to a loss of RMB 400,926,000 in 2021, indicating an improvement of 86.1%[10] - The Group's revenue for the year was approximately RMB60,709,000, a decrease from RMB173,974,000 in 2021[33] - Loss attributable to owners of the Company was approximately RMB55,768,000, down from RMB400,926,000 in 2021[33] Asset and Liability Management - Total assets decreased to RMB 614,052,000 in 2022 from RMB 722,210,000 in 2021, a decline of 15%[10] - Total liabilities decreased to RMB 414,096,000 in 2022 from RMB 444,133,000 in 2021, a reduction of 6.8%[10] - Net asset value decreased to RMB 199,956,000 in 2022 from RMB 278,077,000 in 2021, a decline of 28.1%[10] - The Group's cash and bank balances were approximately RMB 26,710,000 as of December 31, 2022, down from RMB 40,142,000 in 2021[36] - The total amount of bank borrowings, bank overdrafts, and other borrowings was approximately RMB 21,028,000 as of December 31, 2022, compared to RMB 18,129,000 in 2021[36] - The asset-liability ratio was approximately 11% as of December 31, 2022, up from 7% in 2021[36] Property Development and Sales - The total area of residential properties sold from the First Maoming Project was approximately 2,681 square meters in 2022, down from 11,801 square meters in 2021[13] - The total area of commercial properties sold from the First Maoming Project was approximately 2,301 square meters in 2022, compared to 4,983 square meters in 2021[13] - A total of 272 parking spaces were sold in 2022, an increase from 160 spaces sold in 2021[13] - Pre-sales of residential properties began in June 2022, with further pre-sales of apartments and commercial properties scheduled for the second half of 2023[22] Corporate Governance - The company emphasizes high standards of corporate governance practices and procedures[117] - The Board consists of seven Directors as of December 31, 2022, including four executive Directors and three independent non-executive Directors[122] - The company adopted the Model Code for Securities Transactions by Directors, confirming all Directors complied with the required standards during the year[121] - The Company received annual confirmations of independence from all independent non-executive Directors, ensuring compliance with Listing Rules[150] - The Board believes that the arrangement of roles did not impair the balance of power and authority within the Company[147] Management and Leadership - Mr. Cheng Chi Kin was appointed as the CEO on June 17, 2022, bringing over 28 years of experience in various industries including corporate governance and real estate development[94] - The company has a strong leadership team with executives having extensive backgrounds in real estate investment and corporate finance[94][99] - The management team is dedicated to driving the company's strategic initiatives and enhancing shareholder value[94] Strategic Outlook - The management is cautiously optimistic about the property market in China, anticipating a recovery as the impact of the COVID-19 pandemic fades[28] - The company provided a positive outlook for 2023, projecting a revenue growth of 20% based on anticipated market expansion and new product launches[101] - The company aims to achieve operational improvements and strategic growth through potential mergers and acquisitions[94] Internal Controls and Compliance - The internal control systems of the Group were reviewed and improved following the investigation, with no major risks identified post-implementation[81] - The Audit Committee reviewed the effectiveness of risk management and internal control systems[176] - The Company established a Nomination Committee responsible for identifying director candidates through various methods, including recommendations from Board members and management[179] Shareholder Engagement - No dividend was declared or proposed during the year, and the Board does not recommend the payment of any dividend for the year[57] - The company emphasizes continuous professional development for all Directors to ensure compliance with regulatory requirements[141] Events and Investigations - The investigation into the frozen bank accounts of the Maoming subsidiaries was completed in September 2022, with no evidence of illegal activities found[68] - The frozen bank accounts were unfrozen on March 9, 2022, after a custodian agreement was established between the Maoming subsidiaries and the bank[68]