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﹕ ） 有關截至二零二一年十二月三十一日止年度之全年業績 之補充公告 茲提述中國上城集團有限公司（「本公司」，連同其附屬公司「本集團」）日期為二零 二二年三月三十一日之公告，內容有關（其中包括）本集團截至二零二一年十二月 三十一日止年度之未經審核全年業績（「未經審核全年業績公告」）及本公司日期為 二零二三年三月十七日之公告，內容有關（其中包括）本集團截至二零二一年十二月 三十一日止年度之全年業績（「經審核全年業績公告」）。除另有界定者外，本公告所 用詞彙與未經審核全年業績公告及經審核全年業績公告所界定者具有相同涵義。 本公司謹此就未經審核全年業績公告與經審核全年業績公告之間的差異提供以下 進一步資料。 ...

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﹕ ） 截至二零二二年十二月三十一日止年度之全年業績 中國上城集團有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈本公司及其附屬 公司（「本集團」）截至二零二二年十二月三十一日止年度（「本年度」）之經審核綜合財 務業績連同截至二零二一年十二月三十一日止年度之比較數字如下： 綜合損益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 人民幣千元 人民幣千元 3 60,709 173,974 收益 (51,625) (154,900) 銷售成本 9,084 19,074 毛利 5 1,305 1,962 其他收入 6 (1,762) (35,701) ...

Revenue and Financial Performance - For the period ended June 30, 2022, the revenue from property development and investment was approximately RMB 50,272,000, a decrease of 1.4% compared to RMB 53,023,000 in 2021[9]. - The Group's revenue for the period was approximately RMB 50,272,000, a decrease of about 5% from RMB 53,023,000 in 2021[24]. - Revenue for the six months ended June 30, 2022, was RMB 50,272,000, a decrease of 5% compared to RMB 53,023,000 for the same period in 2021[154]. - The property development and investment segment generated revenue of RMB 50,272,000, while the trading of raw cane sugar segment reported no revenue[160]. - Sales of properties accounted for approximately RMB 50,131,000, down from RMB 51,982,000 in the previous year, while rental income decreased to RMB 141,000 from RMB 1,041,000[9]. - Gross profit for the same period was RMB 7,871,000, down 35.5% from RMB 12,213,000 year-on-year[133]. - Loss for the period increased significantly to RMB 59,457,000 compared to RMB 6,366,000 in the prior year, representing a year-on-year increase of 834.5%[134]. - Basic and diluted loss per share for the period was RMB 16.71, compared to RMB 2.45 in the previous year[133]. - Total comprehensive expense for the period was RMB 59,945,000, compared to RMB 6,964,000 in the same period last year[134]. Property Development Projects - The total area of residential properties sold from the First Maoming Project was approximately 1,791 square meters, and commercial properties sold were approximately 2,064 square meters, compared to 4,290 square meters and 269 square meters respectively in 2021[9]. - 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 use[13]. - As of March 2023, approximately 48% of the construction for the Second Maoming Project had been completed, with pre-sales of residential blocks starting in June 2022[15]. - Pre-sales for apartment and commercial properties are scheduled for the second half of 2023, while pre-sales for car parks and shops are planned for the first half of 2024[16]. - The Group plans to accelerate the construction of the Second Maoming Project to align with the pre-sales schedule[23]. Financial Position and Assets - As of June 30, 2022, total assets decreased by approximately 14% to RMB 620,889,000 from RMB 722,210,000 as of December 31, 2021[25]. - The Group's total secured bank borrowing increased to approximately RMB 20,176,000 from RMB 18,129,000 as of December 31, 2021, resulting in a gearing ratio of approximately 9%[26]. - The Group's bank balances and cash decreased to approximately RMB 21,209,000 from RMB 40,142,000 as of December 31, 2021[25]. - The total consolidated assets for the Group were RMB 620,889,000 as of June 30, 2022, down from RMB 722,210,000 at the end of 2021, a decrease of around 14.1%[165]. - Total equity decreased to RMB 218,132,000 from RMB 278,077,000 at the end of 2021, a decline of 21.6%[138]. - Current assets decreased to RMB 602,573,000 from RMB 701,038,000 at the end of 2021, a decline of 14.1%[137]. - Non-current assets decreased to RMB 18,316,000 from RMB 21,172,000 at the end of 2021, a decline of 13.5%[137]. Losses and Impairments - Loss attributable to owners of the Company was approximately RMB 42,531,000, compared to RMB 6,224,000 in 2021, primarily due to impairment losses on properties[24]. - The company recognized an impairment loss of RMB 44,151,000 on properties under development during the period[133]. - Impairment loss recognized on properties under development amounted to RMB 44,151,000, while impairment loss on properties held for sale was RMB 5,190,000[189]. Internal Control and Governance - An independent forensic investigation was conducted due to the freezing of bank accounts of two subsidiaries, which was resolved by March 9, 2022[59]. - The investigation revealed that certain transactions lacked proper approval or documentation, but no money was lost[60]. - The internal control mechanisms of the Group need strengthening based on the findings of the investigation[60]. - An independent internal control consultant was appointed to review and improve the Group's internal control systems, resulting in enhanced management policies and no major risks identified[72]. - The Group has implemented training for the Board regarding conflict of interests and connected transactions as part of the internal control improvements[72]. Shareholding and Dividends - No dividend was declared or proposed during the period, consistent with 2021[46]. - The Company did not declare any interim dividend for the six months ended June 30, 2022, consistent with the previous year[112]. - The new Share Option Scheme adopted on May 29, 2019, will remain in force for 10 years, allowing the company to grant share options to participants[95]. - The old Share Option Scheme was terminated, and the new scheme aims to incentivize and retain employees while aligning their interests with the company's long-term objectives[95]. Audit and Compliance - The former auditor, Deloitte, resigned on August 15, 2022, due to disagreements over the scope of an investigation, and McMillan Woods was appointed as the new auditor on September 9, 2022[73][74]. - The Stock Exchange issued resumption guidance on July 17, 2022, requiring the publication of all outstanding financial information for trading resumption[75]. - The audit committee composition met the requirements set out in Rule 3.21 of the Listing Rules as of July 6, 2022[115]. - The Company complied with all relevant code provisions under the Corporate Governance Code except for a temporary deviation regarding the roles of chairman and CEO[106][107]. - The roles of chairman and CEO were separated on June 17, 2022, following the appointment of a new CEO[107]. Tax and Financing Activities - The company paid RMB 148,000 in enterprise income tax and RMB 795,000 in land appreciation tax during the first half of 2022, indicating ongoing tax obligations despite financial losses[143]. - The company had a net cash from financing activities of RMB 120,000 in the first half of 2022, a decrease from RMB 4,849,000 in the same period of 2021, suggesting reduced financing activities[143]. - Current tax expenses increased to RMB 8,365,000 for the six months ended June 30, 2022, up from RMB 5,523,000 in 2021, reflecting a rise of approximately 51.5%[176].

Financial Performance - Revenue for the year ended December 31, 2021, was approximately RMB 173,974,000, a decrease of 37% from RMB 275,541,000 in 2020[11] - Loss attributable to owners of the Company for 2021 was RMB 400,926,000, compared to a loss of RMB 7,775,000 in 2020[11] - The gross margin decreased due to adjusted selling prices of remaining properties in response to market conditions and competitor pricing in Maoming City[14] - Total assets as of December 31, 2021, were RMB 722,210,000, down from RMB 1,096,471,000 in 2020[11] - Total liabilities increased to RMB 444,133,000 in 2021 from RMB 353,288,000 in 2020[11] - For the year ended December 31, 2021, the property development and investment segment generated revenue of approximately RMB 173,974,000, a decrease from RMB 247,878,000 in 2020[15] - The First Maoming Project recorded sales of approximately RMB 172,547,000, down from RMB 246,450,000 in the previous year, with total sales area confirmed at approximately 11,801 square meters for residential and 4,983 square meters for commercial properties[15] - Impairment losses for properties held for sale amounted to approximately RMB 302,818,000, and RMB 71,026,000 for properties under development, both significantly higher than the previous year which recorded no impairment losses[18][20] - Selling and marketing expenses increased by approximately RMB 7,308,000, primarily due to promotional expenses for the Second Maoming Project[18][20] Property Development - The Company operates two property development projects in Maoming City, Guangdong Province, with the first project completed in 2019[13] - The Second Maoming Project is still under development, contributing to the decline in revenue from the First Maoming Project[14] - As of March 2023, approximately 48% of the construction for the Second Maoming Project has been completed, with pre-sales for residential properties starting in June 2022[23][25] - 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[19][21] - The Group plans to accelerate construction of the Second Maoming Project to align with the pre-sales schedule and will continue to explore suitable property development opportunities[30] Market Outlook - The management is cautiously optimistic about the property market in China, anticipating a recovery due to easing financing policies and strong local demand[29] - Management remains cautiously optimistic about the real estate market in China, anticipating a revival as the impact of COVID-19 diminishes[31] Financial Position - The Group's total secured bank borrowing amounted to approximately RMB 18,129,000, down from RMB 21,609,000 in 2020[35] - The gearing ratio increased to approximately 7% from 3% in 2020, reflecting a higher proportion of debt relative to net assets[35] - Pledged bank deposits decreased to RMB 4,482,000 from RMB 11,486,000 in 2020, indicating reduced collateral for mortgage facilities[50] - Commitments for property development amounted to RMB 316,705,000, down from RMB 369,138,000 in 2020[52] - The Group's maximum obligation regarding mortgage facilities provided to property purchasers was approximately RMB 80,814,000, down from RMB 163,165,000 in 2020[58] Corporate Governance - The Company has complied with all relevant Code Provisions of the Corporate Governance Code throughout the year[119] - The Board consists of seven Directors, including four executive Directors and three independent non-executive Directors, as of December 31, 2021[125] - The Company has adopted the Model Code for Securities Transactions by Directors, confirming compliance by all Directors during the year[120] - The Board holds regular meetings at least four times a year, with additional ad-hoc meetings as necessary[131] - The Company has delegated authority to executive Directors for day-to-day management while reserving key matters for Board approval[129] - The roles of Chairman and Chief Executive Officer were segregated, with clear division of responsibilities to ensure balanced power[145] - The Nomination Committee was established to review the structure and composition of the Board and recommend candidates for directorship[151] - The company received annual confirmations of independence from all independent non-executive directors, ensuring compliance with Listing Rules[148] Internal Control and Risk Management - The investigation into the frozen bank accounts revealed no financial loss, but identified potential deficiencies in internal control systems[74] - The company has implemented suggestions from an independent internal control consultant to improve its internal control systems, particularly regarding conflict of interest and connected transactions[84] - The internal control management system has been improved, with no major risks or concerns identified[87] - The Audit Committee assessed the effectiveness of risk management and internal control systems, ensuring unrestricted access to auditors and senior management[177] Board Composition and Experience - Mr. Cheng Chi Kin has over 28 years of experience in various industries including corporate governance, real estate, and asset management[99] - Mr. To Kwan has over 20 years of experience in accounting, corporate finance, and mergers and acquisitions[105] - Mr. Yau Sze Yeung has over 20 years of experience in the financial industry, focusing on audit and corporate finance[108] - Mr. Chen Weijiang has over 20 years of experience in the sugar markets in the People's Republic of China[110] - The company has a diverse board with expertise in finance, governance, and industry-specific knowledge[99][105][108][110] - The appointments of the directors reflect a strategic focus on enhancing corporate governance and financial oversight[99][105][108][110] Director Responsibilities and Meetings - The Company ensures that all executive Directors dedicate sufficient time and attention to the Group's affairs[128] - The Directors have independent access to senior management and can seek independent professional advice as needed[130] - The company held 4 board meetings during the year, ensuring directors received relevant information for informed decision-making[136] - All independent non-executive directors are appointed for a term of three years and are subject to re-election at the annual general meeting[148] - The Nomination Committee held one meeting during the year to recommend the re-appointment of Directors and reviewed the size, structure, and diversity of the Board[158] Remuneration and Audit Committees - The Remuneration Committee conducted two meetings to review the remuneration policy and structure for all Directors and senior management, ensuring no Director participated in deciding their own remuneration[164] - The Audit Committee held two meetings and reviewed the audited consolidated financial statements for the year ended December 31, 2020, along with the unaudited financial statements for the six months ended June 30, 2021[170] - The Audit Committee approved the remuneration and terms of engagement of the external auditor, Deloitte Touche Tohmatsu, and recommended their re-appointment for shareholders' approval[174] - The Audit Committee reviewed the effectiveness of the internal audit functions of the Group[176]

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﹕ ） 截至二零二一年十二月三十一日止年度之全年業績 中國上城集團有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈本公司及其附屬 公司（「本集團」）截至二零二一年十二月三十一日止年度（「本年度」）之綜合財務業績 連同截至二零二零年十二月三十一日止年度之比較數字如下： 綜合損益表 截至二零二一年十二月三十一日止年度 二零二一年 二零二零年 附註 人民幣千元 人民幣千元 3 173,974 275,541 收益 (154,900) (226,537) 銷售成本 19,074 49,004 毛利 5 1,962 1,055 其他收入 6 (35,701) (8,107) ...

Financial Performance - The company reported total revenue of RMB 130,386,000 for the year ended December 31, 2021, a decrease of 52.7% compared to RMB 275,541,000 in 2020[3]. - The cost of sales was RMB 197,481,000, resulting in a gross loss of RMB 67,095,000, compared to a gross profit of RMB 49,004,000 in the previous year[3]. - The net loss for the year was RMB 200,678,000, significantly higher than the net loss of RMB 7,211,000 in 2020, marking a year-on-year increase of 2,684%[4]. - Basic and diluted loss per share was RMB 75.78, compared to RMB 4.26 in the previous year[4]. - The total comprehensive loss for the year was RMB 210,487,000, compared to RMB 5,532,000 in 2020[6]. - The company reported a net loss attributable to shareholders of RMB 192,826,000 for 2021, compared to a loss of RMB 7,775,000 in 2020, reflecting a substantial increase in losses[46]. - The group recorded a gross loss of approximately RMB 67,000,000, compared to a gross profit of RMB 49,000,000 in 2020[54]. - The group reported a loss attributable to shareholders of approximately RMB 192,826,000, significantly higher than the loss of RMB 7,775,000 in 2020[63]. Assets and Liabilities - The company reported total assets of RMB 911,835,000 as of December 31, 2021, down from RMB 1,005,091,000 in 2020[8]. - Non-current assets decreased to RMB 21,908,000 from RMB 91,380,000 in the previous year, reflecting a decline of 76.0%[8]. - Current assets included properties under construction valued at RMB 364,624,000, an increase from RMB 253,395,000 in 2020, representing a growth of 43.9%[8]. - The company's equity attributable to owners decreased to RMB 482,833,000 from RMB 685,468,000 in the previous year, a decline of 29.5%[10]. - The company's financial liabilities include secured bank loans of RMB 9,150,000 and bank overdrafts of RMB 4,039,000, which are subject to interest rate benchmark reforms[22]. - The group's cash and bank balances as of December 31, 2021, were approximately RMB 40,405,000, down from RMB 77,848,000 in 2020[64]. - The group’s asset-liability ratio was approximately 3% as of December 31, 2021, unchanged from 2020[64]. Revenue Breakdown - Revenue from property sales in mainland China was RMB 128,959,000, down from RMB 246,450,000 in the previous year, indicating a decline of 47.7%[23]. - The company’s total revenue from customer contracts was RMB 128,959,000, with no revenue from raw sugar trading in Hong Kong during the year[23]. - The property development and investment segment reported a loss of RMB 203,745,000, while the raw sugar trading segment generated a profit of RMB 1,633,000, leading to a total loss of RMB 202,112,000[31]. - The property development and investment segment generated revenue of approximately RMB 130,386,000, with property sales accounting for about RMB 128,959,000 and rental income approximately RMB 1,427,000[54]. Impairments and Expenses - The company recognized an impairment loss of RMB 91,590,000 on assets held for sale during the year[3]. - The fair value change of investment properties resulted in a loss of RMB 36,401,000 in 2021, compared to a loss of RMB 10,518,000 in 2020, indicating a worsening performance in this area[37]. - The company recorded a deferred tax expense of RMB 29,765,000 for the year ended December 31, 2021, compared to RMB 6,375,000 in 2020, reflecting increased tax liabilities[39]. - Total compensation for the year was approximately RMB 16,583,000, up from RMB 15,199,000 in 2020, reflecting the company's compensation policy based on market trends and employee performance[71]. Corporate Governance and Compliance - The company has complied with all corporate governance codes except for deviations related to the roles of the chairman and CEO[77]. - The audit committee has reviewed the unaudited annual results, which were affected by delays due to the COVID-19 pandemic[82]. - The unaudited annual results will be published after the completion of the audit process, along with any significant differences from the audited results[84]. - The annual report will be sent to shareholders as soon as practicable and will also be available on the company's website[85]. Future Plans and Developments - The second Maoming project is planned to have a total saleable area of 84,000 square meters, including 59,000 square meters for residential and 25,000 square meters for commercial use[58]. - The pre-sale of residential properties for the second Maoming project is scheduled to begin in the second quarter of 2022[58]. - The group plans to increase sales and marketing expenses by approximately RMB 7,300,000 to promote the second Maoming project[54]. - There were no significant investments, acquisitions, or plans for major capital asset purchases during the year[73].

Contents 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Management Discussion and Analysis | 4 | | 管理層討論及分析 | | | Disclosure of Interests | 10 | | 權益披露 | | | Corporate Governance | 16 | | 企業管治 | | | Report on Review of Condensed Consolidated Financial Statements | 19 | | 簡明綜合財務報表審閱報告 | | | Condensed Consolidated Statement of Profit or Loss | 21 | | 簡明綜合損益表 | | | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | 22 | | 簡明綜合損益及其他全面收益表 | | | Condensed Consolidated ...

Contents 目錄 2 Corporate Information 公司資料 4 Five Years Financial Summary 五年財務概要 5 Management Discussion and Analysis 管理層討論及分析 13 Biographical Details of Directors 董事簡介 17 Corporate Governance Report 企業管治報告 44 Environmental, Social and Governance Report 環境、社會及管治報告 64 Report of Directors 董事會報告 86 Independent Auditor's Report 獨立核數師報告 94 Consolidated Statement of Profit or Loss 綜合損益表 95 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 96 Consolidated Statement of Financial Pos ...

| | Contents | | --- | --- | | | 目錄 | | Corporate Information | 2 | | 公司資料 | | | Management Discussion and Analysis | 4 | | 管理層討論及分析 | | | Disclosure of Interests | 10 | | 權益披露 | | | Corporate Governance | 16 | | 企業管治 | | | Report on Review of Condensed Consolidated Financial Statements | 19 | | 簡明綜合財務報表審閱報告 | | | Condensed Consolidated Statement of Profit or Loss | 21 | | 簡明綜合損益表 | | | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | 22 | | 簡明綜合損益及其他全面收益表 | | | Condensed ...

China Uptown Group Company Limited 中國上城集團有限公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） 股份代號 Stock code: 2330 Annual Report 2019 年報 Contents 目錄 | 2 | Corporate Information | | --- | --- | | 公司資料 | | | 4 | Five Years Financial Summary | | | 五年財務概要 | | 5 | Management Discussion and Analysis | | | 管理層討論及分析 | | 15 | Biographical Details of Directors | | 董事簡介 | | | 19 | Corporate Governance Report | | | 企業管治報告 | | 46 | Environmental, Social and Governance Report | | | 環境、社會及管治 ...