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]
中国上城(02330) - 2024 - 年度财报