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 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 董 事 會 欣 然 宣 佈，根 據 提 名 委 員 會（「提名委員會」）之 推 薦 意 見，自 二 零 二 五 年 四 月 十 一 日 起： • 陳 慧 恩 女 士（「陳女士」）獲 委 任 為 本 公 司 獨 立 非 執 行 董 事（「獨立非執行董 事」），以 及 審 核 委 員 會（「審核委員會」）、薪 酬 委 員 會（「薪酬委員會」）及 提 名 委 員 會 成 員。 Xinming China Holdings Limited 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 董 事 委 任； 董 事 調 任；及 董事委員會組成變動 董事委任 新 董 事 之 履 歷 詳 情 載 列 如 下： 陳女士 陳 女 士，29歲，獲 得 英 格 蘭 赫 爾 大 學 會 計 學 學 士 學 位。陳 女 士 為 香 港 會 計 ...

股本重組的最新進展 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 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 Xinming China Holdings Limited 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） (1)股 本 重 組 的 最 新 進 展；及 (2)延遲寄發有關建議按非包銷基準 於記錄日期營業時間結束時 每持有一(1)股經調整股份 獲發四(4)股供股股份的基準 進行供股之章程文件 茲 提 述 新 明 中 國 控 股 有 限 公 司（「本公司」）日 期 為 二 零 二 四 年 十 二 月 六 日、二 零 二 四 年 十 二 月 二 十 三 日、二 零 二 五 年 一 月 三 日、二 零 二 五 年 一 月 二 十 四 日、二 零 二 五 年 二 月 二 十 日、二 零 二 五 年 二 月 二 十 六 日 及 二 零 二 五 年 三 月 十 三 日 之 公 告（統 稱「該等公告」）以 及 ...

Financial Performance - The group's revenue reached approximately RMB 86.8 million, a decrease of about 79.4% compared to the previous year[5] - The group's gross profit was approximately RMB 20.7 million, down 61.3% year-on-year[5] - The loss attributable to the company's owners was approximately RMB 542.5 million, compared to RMB 526.1 million in the previous year[5] - The basic loss per share attributable to the company's owners was approximately RMB 0.289, compared to RMB 0.281 in the previous year[5] - The company reported a net loss of RMB 589.7 million for the year, slightly down from RMB 592.6 million in the previous year[6] - The group reported a net loss of approximately RMB 589,691,000 for the year ending December 31, 2024[11] - The company reported a total loss before tax of RMB 598,269,000 for 2024, compared to a loss of RMB 564,156,000 in 2023, indicating a slight increase in losses[21] - The financing costs for 2024 amounted to RMB 96,663,000, up from RMB 77,079,000 in 2023, reflecting a 25.4% increase[27] - The group recorded an operating loss of approximately RMB 598.3 million, an increase in loss of about RMB 34.1 million or 6.0% compared to RMB 564.2 million last year[91] - The loss attributable to shareholders for the year was approximately RMB 542.5 million, an increase of about RMB 16.4 million or approximately 3.7% compared to the previous year[93] Assets and Liabilities - Non-current assets totaled RMB 1,134.5 million, slightly up from RMB 1,128.9 million in the previous year[7] - Current assets decreased to RMB 1,010.3 million from RMB 1,086.7 million year-on-year[7] - Total liabilities increased to RMB 5,518.2 million from RMB 5,006.9 million in the previous year[7] - The total equity attributable to owners of the company was a deficit of RMB 3,244.5 million, compared to a deficit of RMB 2,756.0 million in the previous year[8] - Current liabilities exceeded current assets by approximately RMB 4,507,983,000 as of December 31, 2024[11] - The group has outstanding borrowings of approximately RMB 1,212,708,000 and convertible bonds of approximately RMB 282,125,000, both of which are overdue[11] - The total liabilities of the group as of December 31, 2024, were approximately RMB 56,940 million, an increase from approximately RMB 51,752 million on December 31, 2023[75] - The total amount of trade payables at the end of 2024 was RMB 459,566,000, a decrease from RMB 483,698,000 in 2023[47] - The total amount of trade receivables, prepayments, other receivables, and other assets was approximately RMB 48.7 million, an increase of about RMB 7.0 million or approximately 16.9% compared to RMB 41.7 million the previous year[96] Cash Flow and Financing - The group is accelerating the pre-sale and sale of properties, such as the Shandong project, to improve cash flow[16] - The management estimates that most of the proceeds from the Shanghai project will be used to repay outstanding borrowings[16] - The company is actively promoting the sale of individual property development projects or entire commercial properties at appropriate prices[16] - The group aims to expedite the liquidation of property inventory to improve its financial leverage[16] - The company is exploring various opportunities for additional funding through discussions with potential lenders/investors[16] - Management has implemented measures to improve liquidity and financial condition, including negotiations with lenders and accelerating property sales[59] - The company is negotiating with financial institutions to extend repayment schedules and hopes to waive overdue interest penalties[63] - The company plans to accelerate the sale of pre-sold and completed properties, particularly in the Shandong project, which commenced sales in September 2023[63] - The company aims to sell all or part of its commercial properties in Taizhou and Shanghai to improve cash flow and reduce debt[65] Market Outlook - China's property investment is expected to decline by 10.6% and overall property sales are projected to drop by 12.9% in 2024[64] - The residential property market is expected to stabilize and gradually recover starting in 2025[69] - The group anticipates a gradual recovery in the real estate market, supported by government measures to stabilize the sector[82] Audit and Governance - The independent auditor's report indicates significant uncertainty regarding the company's ability to continue as a going concern[61] - Management believes that preparing the financial statements on a going concern basis is appropriate, contingent on the successful implementation of liquidity improvement measures[61] - The audit committee has been in close communication with management regarding cash flow improvement measures[67] - The company has adopted the corporate governance code and has complied with its principles during the review year, with a noted deviation regarding the separation of the roles of Chairman and CEO[115] Employee and Operational Metrics - The group had a total of 50 employees as of December 31, 2024, a decrease from 55 employees as of December 31, 2023[112] - The total construction area delivered during the year was approximately 7,451.3 square meters, a significant decrease of about 88.3% from approximately 63,413.5 square meters in 2023[73] - The group has five property development projects with a total construction area of approximately 382,000 square meters across different cities in China[76] - As of December 31, 2024, the group has five property development projects with a total construction area of approximately 382,000 square meters, of which about 281,000 square meters have been completed[81]

Xinming China Holdings Limited 新明中國控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司 ) (Stock Code 股份代號: 2699) NOTIFICATION LETTER 通知信函 Dear Non-Registered Holder(Note 1) , Xinming China Holdings Limited (the "Company") – Notice of publication of (i) 2022 and 2023 Annual Reports, 2023 and 2024 Interim Reports; (ii) Circulars dated 21 March 2025; and (iii) Notice of Annual General Meetings (the "Current Corporate Communications") on the Company's website . The English and Chi ...

Xinming China Holdings Limited 新明中國控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司 (Stock Code 股份代號: 2699) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, Xinming China Holdings Limited (the "Company") – Notice of publication of (i) 2022 and 2023 Annual Reports, 2023 and 2024 Interim Reports; (ii) Circulars dated 21 March 2025; (iii) Notice of Annual General Meetings; and (iv) Proxy Forms (the "Current Corporate Communications") on the Company's website . The English ...

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通告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 通 告 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 Xinming China Holdings Limited 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 二零二三年股東週年大會通告 茲通告 新 明 中 國 控 股 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 四 月 十 四 日（星 期 四）上 午 十 一 時 正 假 座 香 港 尖 沙 咀 金 巴 利 道74–76號奇盛中心7樓D室舉行二零 二 三 年 的 股 東 週 年 大 會（「二零二三年股東週年大會」），以 考 慮 並 酌 情 通 過 下 列 決 議 案（無 論 有 否 作 出 修 訂）： 普通決議案 1. 作 為 特 別 事 項，議 決、追 認 及 確 認 二 零 二 三 年 股 東 週 年 大 會 為 本 公 司 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 之 ...

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通告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 通 告 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 Xinming China Holdings Limited 普通決議案 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 二零二二年股東週年大會通告 – 1 – 1. 作 為 特 別 事 項，議 決、追 認 及 確 認 二 零 二 二 年 股 東 週 年 大 會 為 本 公 司 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 之 股 東 週 年 大 會。 2. 省覽並考慮本公司截至二零二二年十二月三十一日止年度之經審核綜合 財 務 報 表 以 及 董 事（「董 事」）會 與 核 數 師（「核數師」）之 報 告。 3. 重 選 本 公 司 董 事 及 授 權 董 事 會 釐 定 董 事 之 酬 金（各 為 獨 立 決 議 案）： (a) 重 選 豐 慈 招 先 生 為 執 行 董 事； (b) 重 ...

Xinming China Holdings Limited 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） 此乃要件 請即處理 閣下如對本通函或應採取的行動有任何疑問，應諮詢 閣下之註冊證券交易商、銀行經理、律 師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有新明中國控股有限公司股份，應立即將本通函連同隨附的代表委任 表格送交買主或承讓人，或送交經手買賣或轉讓的銀行、持牌證券交易商或其他代理商，以便轉 交買主或承讓人。 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通函的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部分內容而產生或因倚賴該等 內容而引致的任何損失承擔任何責任。 （股份代號：2699） (1)二零二二年及二零二三年股東週年大會； (2)發行新股份及購回股份的一般授權； (3)重選退任董事； (4)建議採納第二次經修訂及 重訂組織章程大綱及組織章程細則； 及 (5)二零二二年及二零二三年 股東週年大會通告 本公司謹訂於二零二五年四月十四日（星期四）上午十時三十分及上午十一時正假座香港尖沙咀金 巴利道74–76號奇盛中心7樓D室分別 ...

Financial Performance - The Group's revenue for the six months ended June 30, 2024, was approximately RMB 78.7 million, representing a decrease of approximately 66.2% compared to RMB 233.0 million for the same period last year [11]. - Gross profit for the Group was approximately RMB 15.7 million, reflecting a decrease of approximately 56.2% year-on-year [11]. - Loss attributable to the owners of the Company was approximately RMB 334.9 million, which is an increase of approximately 33.2% compared to the previous year [11]. - Basic loss per share attributable to owners of the Company was approximately RMB 0.178, compared to RMB 0.134 for the same period last year [14]. - The Group's total revenue decline indicates significant challenges faced in the current market environment [14]. - The increase in loss attributable to owners suggests ongoing operational difficulties that need to be addressed [14]. - Property sales revenue was approximately RMB 78.3 million, accounting for approximately 99.4% of total revenue, with a total GFA sold of approximately 16,727 sq.m., a decrease of approximately 52.0% compared to the same period last year [30]. - Rental income decreased to approximately RMB 0.4 million, a decline of approximately 79.2% from RMB 2.1 million for the same period last year, primarily due to adjustments in rental plans [38]. - Selling and administrative expenses amounted to approximately RMB 10.0 million, representing a decrease of approximately 53.8% compared to RMB 21.6 million for the same period last year [45]. - Other income and losses amounted to a loss of approximately RMB 4.5 million, an increase of approximately 9.1% compared to the loss of approximately RMB 4.1 million for the same period last year [40]. - The operating loss was approximately RMB 337.4 million, an increase of approximately RMB 66.8 million or 24.7% compared to the loss of approximately RMB 270.6 million for the same period last year [51]. Assets and Liabilities - As of 30 June 2024, total assets amounted to approximately RMB 2,068.1 million, while total liabilities were approximately RMB 5,370.4 million, resulting in total deficits of approximately RMB 3,302.3 million [24]. - As of June 30, 2024, total assets decreased to approximately RMB 2,068.1 million, down by approximately RMB 147.6 million from RMB 2,215.7 million as of December 31, 2023 [71]. - Total liabilities increased to approximately RMB 5,370.4 million, representing an increase of approximately RMB 195.3 million compared to RMB 5,175.2 million as of December 31, 2023 [72]. - The current ratio as of June 30, 2024, was 0.18:1, down from 0.27:1 as of December 31, 2023 [74]. - Cash and cash equivalents totaled approximately RMB 1.1 million as of June 30, 2024, down from approximately RMB 1.9 million as of December 31, 2023 [65]. - Trade receivables, prepayments, other receivables, and other assets decreased to approximately RMB 36.4 million, down by approximately RMB 5.2 million compared to RMB 41.7 million as of December 31, 2023 [66]. - Trade payables, contract liabilities, other payables, and accruals increased to approximately RMB 2,733.2 million, up by approximately RMB 665.5 million or 7.1% compared to RMB 2,067.7 million as of December 31, 2023 [70]. - The total trade payables, contract liabilities, other payables, and accrued expenses amounted to approximately RMB 2,733.2 million, an increase of approximately RMB 665.5 million or 7.1% compared to RMB 2,067.7 million as of December 31, 2023, primarily due to provisions for related interest penalties and loan defaults [75]. Corporate Governance - The roles of chairman and CEO are held by the same individual, Mr. Chen, which the Board believes is beneficial for the Group's management and business prospects [175]. - The company has adopted the corporate governance code as per the Listing Rules and has complied with it during the reporting period, with the exception of the separation of the roles of Chairman and CEO, which are held by Mr. Chen Chengshou [177]. - The Audit Committee has reviewed the interim results for 2023 and confirmed compliance with applicable accounting standards, laws, and regulations [191]. - The Audit Committee consists of four independent non-executive Directors, ensuring appropriate professional and accounting qualifications [192]. - The Remuneration Committee is responsible for reviewing and determining the remuneration packages for Directors and senior management, consisting of four independent non-executive Directors [198]. - The Nomination Committee leads the process for Board appointments and considers the challenges and opportunities facing the company [200]. Employee and Talent Management - As of June 30, 2024, the Group has a total of 42 employees, down from 55 employees as of June 30, 2023, primarily due to a cost efficiency campaign [108]. - The Group has adopted a share option scheme and a share award scheme to improve employee remuneration linked to performance [108]. - The Group is focused on upgrading talent and maintaining harmonious labor relations while improving the remuneration allocation system [108]. Future Outlook and Strategies - The domestic economy is expected to gradually recover due to active fiscal policies and sound monetary policies implemented by the central government [15]. - The property market is anticipated to stabilize and recover, with investment sentiment expected to rebound in the second half of 2024 [15]. - The management aims to accelerate the pre-sale and sale of properties, particularly in the Shandong Project, to generate adequate net cash inflows and control costs [164]. - Most of the net proceeds from the Shandong Project will be used to repay outstanding borrowings [165]. - The management is actively negotiating with large property developers to sell individual or whole commercial properties at appropriate prices, particularly in the Shanghai project [165]. - The management has proposed a capital re-organization and rights issue to raise approximately HK$84.2 million to repay bank loans and maintain adequate working capital [171]. - The Company is focused on de-stocking properties by selling residential and commercial properties in Shandong, Taizhou, and Shanghai to improve liquidity [171]. - The management is committed to improving the Group's liquidity and financial position through various measures, including refinancing and asset sales [162]. - The Company intends to keep shareholders informed about developments regarding the repayment of outstanding borrowings and refinancing efforts [172].

Financial Performance - The total revenue for the year ended December 31, 2023, amounted to approximately RMB 418.9 million, representing an increase of approximately RMB 412.9 million or approximately 68.1 times compared to the previous year[15]. - The loss attributable to shareholders decreased to approximately RMB 526.1 million, a reduction of approximately RMB 1,724.3 million or approximately 76.6% from a loss of approximately RMB 2,250.4 million in the previous year[15]. - The loss per share was approximately RMB 0.280, a significant reduction from RMB 1.198 in 2022, representing a decrease of approximately 76.6% in net loss[19][21]. - The Group recorded property sales of approximately RMB 418.9 million, an increase of approximately RMB 412.9 million or about 68.1 times compared to RMB 6.1 million in 2022, primarily due to the completion of residential property development projects in Shandong[34]. - Gross profit amounted to approximately RMB 53.4 million, an increase of approximately RMB 33.4 million or 1.67 times compared to RMB 20.0 million in the same period last year, with a gross profit margin of approximately 12.6%[75]. Asset and Liability Management - As of December 31, 2023, total assets amounted to approximately RMB 2,215.7 million, down from RMB 2,626.8 million in 2022, while total liabilities increased to approximately RMB 5,175.2 million from RMB 4,993.7 million[19][21]. - The Group's total negative equity was approximately RMB 2,959.5 million, compared to approximately RMB 2,366.9 million in 2022[38]. - The total current assets were approximately RMB 1,086.7 million, representing approximately 49.0% of total assets, down from 56.6% in the previous year[106]. - The net current liabilities of the Group were approximately RMB 3,920.2 million, an increase of approximately RMB 577.6 million or 17.3% compared to RMB 3,342.6 million as of December 31, 2022[113]. - The current ratio as of December 31, 2023, was 0.22:1, down from 0.31:1 in the previous year[114]. Property Development and Sales - The presale amount for the residential property development in the Shandong Project reached approximately RMB 27.6 million during the year[14]. - The Group's property sales accounted for approximately 99.1% of total revenue, with total gross floor area (GFA) delivered being approximately 63,413.5 sq.m., a significant increase of approximately 61,565.1 sq.m. compared to 2022[20][22]. - The Group's property portfolio consists of 6 development projects across various cities in China, with a total GFA of approximately 379,000 sq.m., of which approximately 278,000 sq.m. is completed[20][22]. - The average selling price for properties sold was RMB 6,632 per sq.m.[50]. - The Group's ongoing projects include 77,000 sq.m. under development, with 22,000 sq.m. planned for future development[46]. Strategic Direction and Future Outlook - The company is focusing on asset revitalization and liability reduction as part of its strategic direction[13]. - The property market is expected to gradually stabilize and recover, with the introduction of supportive measures from the government, which will benefit real estate enterprises[24][27]. - Looking ahead to 2025, the property market is expected to gradually stabilize and recover, supported by favorable government measures[66]. - The management aims to accelerate the pre-sale and sale of properties under development and completed properties to generate adequate net cash inflows[173]. - The Group plans to raise approximately HKD 84.2 million through capital restructuring and rights issues to repay debts and maintain sufficient working capital for normal operations[183]. Financial Challenges and Management Actions - The Group is actively negotiating with financial institutions to extend repayment dates or refinance outstanding borrowings[14]. - The auditor expressed a disclaimer of opinion on the consolidated financial statements due to multiple material uncertainties affecting the Group's ability to continue as a going concern[147]. - The Group's ability to continue as a going concern is contingent upon generating sufficient financial and operating cash flows[159]. - Management is negotiating with existing lenders to prevent immediate repayment demands on overdue borrowings, including those with cross-default terms[161]. - The Group is exploring various financing options with financial institutions and potential investors to support working capital needs in the foreseeable future[167]. Market Conditions - The real estate industry faced significant challenges in 2023, with many enterprises under pressure and some defaulting on debts[13]. - The overall real estate market in China saw a decrease in commodity property sales by 6.5% year-on-year, indicating a challenging environment for developers[30][33]. - The commercial and residential real estate business environment in China has not fully recovered post-COVID-19 pandemic, affecting loan approvals from banks[165]. - The total gross floor area (GFA) of commercial and residential properties for sale in China has been sluggish, leading to lower-than-expected pre-sales and sales in 2023 due to tightened housing credit facilities[193]. Operational Adjustments - The Group has actively made business adjustments, exploring changes in property use and sales, although these measures have not yet contributed to revenue for the year[48]. - The management has implemented measures to improve liquidity and cash flow, including accelerating the pre-sale and sale of properties[159]. - The ongoing action plan includes the disposal of investment properties, which is expected to generate substantial proceeds and alleviate liquidity pressure[194]. - The Group is actively exploring various project uses and property sales to accelerate cash flow, although these efforts have not yet contributed to revenue in the review year[34].