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]

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) ...