年報 2024 ANNUAL REPORT 目錄 | 頁 次 | | --- | | 公司資料 | 2 | | --- | --- | | 財務摘要 | 3 | | 主席報告 | 4 | | 管理層討論及分析 | 6 | | 企業管治報告 | 8 | | 環 境、社 會 及 管 治 報 告 | 18 | | 董事履歷 | 32 | | 董事會報告 | 34 | | 獨立核數師報告 | 40 | | 經審核綜合財務報表 | | | 綜 合： | | | 損益表 | 48 | | 損益及其他全面收益表 | 49 | | 財務狀況表 | 50 | | 權益變動表 | 52 | | 現金流量表 | 53 | | 綜合財務報表附註 | 55 | | 五年財務概要 | 126 | 新城市建設發展集團有限公司 二零二四年年報 2 公司資料 董事會 執行董事 韓軍然先生 （主 席） 羅敏先生 獨立非執行董事 陳耀東先生 歐陽晴汝醫生 張晶先生 梁貴華先生 羅振先生 公司秘書 李綺華小姐 註冊辦事處 P.O. Box 31119 Grand Pavilion Hibiscus Way, 802 West Bay Road Gr ...

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佈之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 聲 明，且 表 明 不 會 就 本 公 佈 全 部 或 任 何 部 分 內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 截至二零二四年十二月三十一日止年度之業績公佈 財務摘要 全年業績 新 城 市 建 設 發 展 集 團 有 限 公 司（「本公司」）董 事 會（「董事會」）欣 然 公 佈 本 公 司 及 其 附 屬 公 司（統 稱 為「本集團」）截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 之 綜 合 業 績 連同二零二三年度之比較數字如下： – 1 – • 營業額約為98,607,000港 元（二 零 二 三 年：172,926,000港元） • 本年度虧損約為136,522,000港 元（二 零 二 三 年：141,766,000港元） • 每 股 虧 損（基 本）為108.87港 仙（二 零 二 ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HK$56.461 million, a decrease from HK$90.483 million in the same period in 2023[1] - Gross profit for the period was HK$34.104 million, down from HK$41.908 million in 2023[1] - Operating loss for the period was HK$11.740 million, compared to a loss of HK$8.026 million in 2023[1] - Total comprehensive loss for the period was HK$61.575 million, significantly higher than the HK$15.589 million loss in 2023[2] - Total comprehensive income for the period ending June 30, 2024, was HKD 310,151 thousand, compared to HKD 507,626 thousand in the same period last year[5] - The company reported a comprehensive pre-tax loss of HKD 11,740 thousand for H1 2024, compared to a loss of HKD 8,026 thousand in H1 2023[12] - Total revenue from external customers in China for H1 2024 was HKD 56,461 thousand, a significant decrease from HKD 90,483 thousand in H1 2023[14] - The company's total revenue for the first half of 2024 was approximately HKD 56.46 million, with a loss of HKD 11.74 million, compared to HKD 90.48 million in revenue and a loss of HKD 8.03 million in the same period in 2023[55] Assets and Liabilities - Property, plant, and equipment decreased to HK$75.383 million from HK$79.890 million in December 2023[3] - Investment properties decreased to HK$647.106 million from HK$661.819 million in December 2023[3] - Total assets less current liabilities increased to HK$1,411.850 million from HK$1,332.412 million in December 2023[4] - Net assets decreased to HK$310.151 million from HK$371.726 million in December 2023[4] - Total equity attributable to owners of the company decreased to HK$337.412 million from HK$382.611 million in December 2023[4] - Non-controlling interests decreased to a negative HK$50.710 million from a negative HK$34.334 million in December 2023[4] - Total assets as of June 30, 2024, were HKD 1,118,553 thousand, a slight decrease from HKD 1,142,157 thousand as of December 31, 2023, with property development and investment assets accounting for HKD 1,114,176 thousand[11] - Total liabilities as of June 30, 2024, were HKD 744,155 thousand, a decrease from HKD 843,881 thousand as of December 31, 2023, with property development and investment liabilities at HKD 744,130 thousand[11] - The company's total assets as of June 30, 2024, were approximately HKD 1.69 billion, with total liabilities of HKD 1.38 billion. The cash and bank balances stood at HKD 9.52 million, and the current ratio was 3.31[57] - The capital-to-debt ratio (liabilities/equity) as of June 30, 2024, was 78%, up from 74% at the end of 2023[58] Cash Flow - Cash and cash equivalents increased by HKD 37,939 thousand in the first half of 2024, compared to an increase of HKD 89,229 thousand in the same period in 2023[7] - Net cash used in financing activities was HKD 19,436 thousand in the first half of 2024, compared to HKD 29,360 thousand in the same period last year[7] - Net cash from operating activities was HKD 57,842 thousand in the first half of 2024, down from HKD 118,779 thousand in the same period in 2023[7] - The company's cash and cash equivalents as of June 30, 2024, stood at HKD 9,518 thousand, compared to HKD 8,102 thousand on the same date in 2023[7] Business Segments - The company operates in two reportable segments: property development and investment, and supermarket retail in China[10] - Revenue from external customers for property development and investment decreased to HKD 30,065 thousand in H1 2024 from HKD 26,286 thousand in H1 2023, while supermarket retail revenue dropped significantly to HKD 26,396 thousand from HKD 64,197 thousand[11] - Total segment profit for H1 2024 was HKD 34,104 thousand, a decrease from HKD 41,908 thousand in H1 2023, with property development and investment contributing HKD 15,732 thousand and supermarket retail contributing HKD 18,372 thousand[11] - Rental income and related management service revenue increased to HKD 30,065 thousand in H1 2024 from HKD 26,059 thousand in H1 2023, while supermarket retail sales in mainland China dropped to HKD 26,396 thousand from HKD 64,424 thousand[15] - The company's supermarket business in mainland China faced significant challenges in the first half of 2024, with a sharp decline in revenue due to macroeconomic adjustments and intense competition. The company plans to gradually reduce its focus on this business[51] Investment Properties - The total book value of investment properties in Guangzhou and Luoyang as of June 30, 2024, was HKD 647,106,000, compared to HKD 661,819,000 as of December 31, 2023[22][26] - The book value of Guangzhou Property 1 decreased from HKD 594,229,000 as of December 31, 2023, to HKD 581,012,000 as of June 30, 2024[22][26] - The book value of Luoyang Property decreased from HKD 67,590,000 as of December 31, 2023, to HKD 66,094,000 as of June 30, 2024[22][34] - Guangzhou Property 1 and Guangzhou Property 2 are both held for rental income and capital appreciation, with fair value measured using Level 3 significant unobservable inputs[26][31][32] - The fair value of Guangzhou Property 1 is determined using the income approach, while Guangzhou Property 2 uses the direct comparison method[28][33] - The estimated rental income for investment properties ranges from RMB 55 to RMB 80 per square meter per month, with a discount rate of 4.5%[25] - The adjusted market value for investment properties in Luoyang ranges from RMB 7,583 to RMB 12,000 per square meter[33] - The Luoyang Property, with a land area of 69,942.185 square meters, has a total developable gross floor area of 173,724.12 square meters[34] - The company faces potential penalties of 0.1% of the original land use right payment (approximately RMB 31,270,000) per day if construction delays exceed 60 days[34] - The construction delay of the Luoyang property was due to changes in land policies by the Luoyang government, with construction expected to commence by the end of 2017[35] - The Luoyang property, with a book value of approximately HKD 66,094,000, was mortgaged to secure bank loans as of June 30, 2024[36] - The company's investment property in Luoyang received a construction land use permit in September 2023, following adjustments to the construction plan[52] - The company's investment properties in Guangzhou, Luoyang, and Zhuhai were used as collateral for bank loans as of June 30, 2024[61] Loans and Financing - Total bank loans amounted to HKD 682,247,000 as of June 30, 2024, with varying interest rates and maturity dates[39] - The Guangzhou Bank loan agreement involved multiple disbursements totaling RMB 418,932,000 (approximately HKD 461,103,000) with interest rates ranging from 3.65% to 7.153%[40] - The company's subsidiary, Guangdong Changyang, secured a loan of RMB 36,000,000 (equivalent to HKD 39,672,000) from Guangzhou Rural Commercial Bank, with an interest rate of 6.300% and a repayment period of 84 months[41] - Another subsidiary, Guangdong Changliu, obtained a loan of RMB 320,000,000 (equivalent to HKD 352,640,000) from Guangzhou Rural Commercial Bank, with an interest rate based on 155 basis points plus the 5-year loan prime rate, and a repayment period of 12 years[41] - The company issued 30,701,754 new shares at HKD 0.66 per share, totaling approximately HKD 20,264,000, to settle a payable to a director[43] Legal and Regulatory Matters - The company's subsidiaries, Guangdong Changyang and Guangdong Changliu, are involved in a legal dispute requiring a payment of RMB 5.79 million plus interest and costs, with an appeal currently pending[44] - The company entered into new lease agreements for office spaces, parking spaces, and staff dormitories with related parties, effective from June 1, 2024, for a period of one year[48] Future Business Development - The company's future business development theme, "Everyday, Life, New City," aims to integrate various business units to meet daily life needs, focusing on property management, supermarket operations, and property development in different regions[49] - The company's wholly-owned subsidiary, Guangdong Changliu Investment Co., Ltd., generated slightly increased profits from rental and related management services compared to the same period last year, with rental income expected to remain stable in the coming year[50] - The company is cautiously monitoring the property market in Zhuhai, part of its Greater Bay Area commercial property development plan, while maintaining a long-term optimistic outlook on China's real estate market[53] - The company acquired 70 concrete mixer trucks for a total consideration of RMB 12.01 million (approximately HKD 13.06 million), aiming to diversify its business by providing concrete logistics and transportation services to property developers in mainland China[54] Dividends and Shareholder Information - The company did not recommend the payment of an interim dividend for H1 2024, consistent with the previous year[19] - The company did not recommend an interim dividend for the first half of 2024, consistent with the same period in 2023[56] - Basic loss per share for H1 2024 was HKD (10,727) thousand, compared to HKD (8,655) thousand in H1 2023, with the weighted average number of shares used for calculation increasing to 117,245,044 from 86,543,290[20] - Chairman and CEO Han Junran holds 32.18% of the company's shares through Junyi Investment Limited, a wholly-owned company[64] - Zhongtai Dingfeng Classified Fund SP holds a 50.99% stake in the company through Qilu International Funds SPC[66] Corporate Governance - The audit committee consists of three independent non-executive directors: Chen Yaodong, Zhang Jing, and Liang Guihua[69] - The company has 53 employees in Hong Kong and China as of June 30, 2024[63] Miscellaneous - Prepayments for the Luoyang property construction amounted to approximately RMB 6,305,000 (HKD 6,746,000) as of June 30, 2024[37] - Prepayments for the Zhuhai property construction totaled approximately RMB 287,361,000 (HKD 307,419,000) as of June 30, 2024[37] - An additional deposit of HKD 20,000,000 was paid to New Century International Trade (Beijing) Co., Ltd. for potential project investment opportunities[38] - The fair value of listed equity investments in Taiwan was HKD 29,021,000 as of June 30, 2024[38] - The company recorded revenue of approximately HKD 56,461,000 and a post-tax loss of approximately HKD 11,740,000 for the six months ended June 30, 2024[47]

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佈之內容概不負 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 公 佈 全 部 或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 二零二四年中期業績公佈 新 城 市 建 設 發 展 集 團 有 限 公 司（「本公司」）之 董 事 會（「董事會」）欣 然 宣 佈 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月（「期 間」）之 未 經審核簡明綜合財務報表，連同二零二三年同期之比較數字如下： – 1 – 簡明綜合損益表 截至二零二四年六月三十日止六個月 | --- | --- | --- | --- | |--------------------------|---------|----------------------------------------- ...

目錄 公司資料 2 財務摘要 3 主席報告 4 管理層討論及分析 7 企業管治報告 9 環 境、社 會 及 管 治 報 告 19 董事履歷 34 董事會報告 36 獨立核數師報告 42 經審核綜合財務報表 綜 合： 損益表 50 損益及其他全面收益表 51 財務狀況表 52 權益變動表 54 現金流量表 55 綜合財務報表附註 57 五年財務概要 130 頁 次 新城市建設發展集團有限公司 二零二三年年報 2 公司資料 董事會 執行董事 韓軍然先生 （主 席） 羅敏先生 獨立非執行董事 陳耀東先生 歐陽晴汝醫生 張晶先生 梁貴華先生 羅振先生 公司秘書 李綺華小姐 註冊辦事處 P.O. Box 31119 Grand Pavilion Hibiscus Way, 802 West Bay Road Grand Cayman, KY1–1205 Cayman Islands 香港主要營業地點 香 港 九 龍 觀 塘 海濱道133號 萬兆豐中心17樓D室 核數師 長 青（香 港）會 計 師 事 務 所 有 限 公 司 香港灣仔 駱克道188號 兆安中心24樓 | | 二零二三年 | 二零二二年 | 變 動 | | ...

Contingent Liabilities - The amount of contingent liabilities should be revised from RMB 5.79 million to RMB 57.9 million[2] Board Composition - The company's board consists of 2 executive directors and 5 independent non-executive directors[3]

– 23 – 股 息 81,892 49,960 董事不建議就截至二零二三年十二月三十一日止年度派發任何股息（二零二二年： 無）。 僱 員 於 二 零 二 三 年 十 二 月 三 十 一 日，本 集 團 在 香 港 及 中 國 僱 用 約53名（二 零 二 二 年： 63名）員 工。本 集 團 向 其 僱 員 提 供 具 競 爭 力 之 薪 酬 組 合。本 集 團 每 年 參 考 當 時 僱 傭市場慣例及法例檢討薪酬組合。 重大投資及重大收購 截至二零二三年十二月三十一日止年度，本集團並無任何重大投資及重大收購。 或然負債 或然負債詳情載於本公佈附註19。 承 擔 承擔詳情載於本公佈附註21。 購買、出售或贖回本公司之上市證券 本 公 司 或 其 附 屬 公 司 於 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 內 並 無 購 買、出 售或贖回任何本公司之上市股份。 企業管治 本公司已遵守聯交所上市規則附錄十四所載之企業管治守則及企業管治報告（「企 業管治守則」）所 載 之 守 則 條 文（「守則條文」），惟 下 列 偏 離 守 則 條 文 者 除 外： 中國的超市業務 回 顧 二 零 ...

Financial Performance - Revenue for the six months ended June 30, 2023, was HK$90.483 million, compared to HK$78.032 million in the same period last year, representing a 15.9% increase[7] - Gross profit for the period was HK$41.908 million, up from HK$38.258 million in 2022, reflecting a 9.5% growth[7] - Operating profit improved significantly to HK$4.968 million, compared to HK$0.678 million in the previous year, marking a 632.7% increase[7] - Net loss attributable to the company's owners decreased to HK$8.655 million from HK$13.267 million, a 34.8% reduction[7] - Total revenue for the six months ended June 30, 2023, was HK$90.483 million, compared to HK$78.032 million in the same period last year, representing a 15.9% increase[27] - Revenue from time-based services, rental income, and related management services increased to HK$43.370 million from HK$39.500 million, a 9.8% year-over-year growth[27] - Revenue from product sales in mainland China's supermarket retail operations rose to HK$47.113 million from HK$38.532 million, a 22.3% increase[27] - Revenue for the six months ended June 30, 2023, was approximately HK$90,483,000, with a post-tax loss of approximately HK$8,026,000[74] - Total comprehensive income for the six months ended June 30, 2023, was a loss of HKD 15.589 million, compared to a loss of HKD 18.584 million in the same period in 2022[103][104] - The company reported a comprehensive pre-tax loss of HK$8.026 million in 2023, an improvement from the HK$13.722 million loss in 2022[127] - The company's basic loss per share for the six months ended June 30, 2023, was HK$0.0927, compared to HK$0.1586 for the same period in 2022[80] Assets and Liabilities - Total assets as of June 30, 2023, stood at HK$1,189.690 million, down from HK$1,255.492 million at the end of 2022, a 5.2% decrease[10] - Net current assets were HK$700.077 million, compared to HK$762.834 million at the end of 2022, a 8.2% decline[9] - Cash and cash equivalents at the end of the period were HK$8.102 million, down from HK$15.094 million at the end of 2022, a 46.3% decrease[17] - Total liabilities decreased slightly to HK$1,437.519 million from HK$1,442.068 million at the end of 2022, a 0.3% reduction[25] - The company's investment properties were valued at HK$833.125 million, down from HK$856.025 million at the end of 2022, a 2.7% decrease[6] - The company's total assets as of June 30, 2023, were approximately HK$1,945,144,000, with total liabilities of approximately HK$1,437,519,000[81] - Cash and bank balances as of June 30, 2023, were approximately HK$8,102,000, compared to HK$15,094,000 as of December 31, 2022[81] - Total assets minus current liabilities as of June 30, 2023, were HKD 1,697,316 thousand, down from HKD 1,778,704 thousand as of December 31, 2022[106] - Non-current liabilities as of June 30, 2023, included accrued expenses and other payables of HKD 383,614 thousand, borrowings of HKD 592,191 thousand, and deferred tax liabilities of HKD 213,885 thousand[107] - Equity attributable to the company's owners as of June 30, 2023, was HKD 529,022 thousand, down from HKD 544,188 thousand as of December 31, 2022[108][109] - The company has total bank loans of HKD 707,851,000 as of June 30, 2023, with HKD 115,660,000 due within one year[164] Investment Properties - The company's investment properties in Guangzhou and Luoyang had a total carrying value of HK$833.125 million as of June 30, 2023[37] - The carrying value of Guangzhou Property 1 decreased to HK$705.280 million from HK$724.416 million as of December 31, 2022[39] - The carrying value of Luoyang Property was HK$68.084 million as of June 30, 2023, compared to HK$69.931 million at the end of 2022[46] - The fair value of investment properties in Guangzhou (Guangzhou Property 1) was HK$705.280 million as of June 30, 2023, down from HK$724.416 million as of December 31, 2022[145] - The fair value of Guangzhou Property 2, which was used as collateral for bank loans, was HK$59.761 million as of June 30, 2023, down from HK$61.678 million as of December 31, 2022[150] Loans and Debt - The company is required to repay a total of RMB 27,660,000 (approximately HKD 30,481,000) in judgment debt, including interest accrued from July 1, 2002, to the payment date[53] - The company issued 136,060,042 shares at HKD 0.247 per share to repay HKD 33,606,830 owed to the subscriber[55] - The company signed a debt restructuring framework agreement with Beijing Zhongzheng to extend the settlement date of recoverable debts until February 4, 2023[56] - The company received loans totaling RMB 178,932,000 (approximately HKD 197,183,000) from Guangzhou Bank, with interest rates ranging from 7.0332% to 7.153% per annum[59] - The company received an additional loan of RMB 160,000,000 (approximately HKD 195,920,000) from Guangzhou Bank, with a maturity date of May 19, 2025[65] - The company's subsidiary, Guangdong Changliu, received a loan of RMB 320,000,000 (approximately HKD 352,640,000) from Guangzhou Rural Commercial Bank, with a maturity date of June 20, 2034[67] - The company received a loan of RMB 80,000,000 (equivalent to HKD 8,816,000) from Guangzhou Bank, maturing on March 20, 2025[165] - The company secured a loan of RMB 36,000,000 (equivalent to HKD 39,672,000) from Guangzhou Rural Commercial Bank, maturing on June 18, 2028[165] - The company has agreed to repay a judgment debt of RMB 27,000,000 (equivalent to HKD 29,754,000) in installments, with RMB 3,000,000 paid upon signing the settlement agreement and the remaining RMB 24,000,000 to be paid quarterly[161] - The company has a recoverable debt of RMB 5,000,000 (equivalent to HKD 5,510,000) with a 15% annual interest rate, to be repaid by March 7, 2018[162] Business Segments - The company operates in two reportable segments: property development and investment, and supermarket retail[23] - Segment profit for property development and investment decreased to HK$21.354 million in 2023 from HK$35.687 million in 2022, a 40.2% decline[126] - Segment profit for supermarket retail and related operations increased significantly to HK$20.554 million in 2023 from HK$2.571 million in 2022, a 699.5% increase[126] - Total segment assets as of June 30, 2023, were HK$1.304 billion, slightly lower than the HK$1.318 billion as of December 31, 2022[126] - The company's main business activities include property development and investment, as well as supermarket retail operations in China[121] Cash Flow - Net cash generated from operating activities for the six months ended June 30, 2023, was HKD 118,779 thousand, compared to HKD 31,417 thousand in the same period in 2022[113] - Cash and cash equivalents as of June 30, 2023, were HKD 8,102 thousand, down from HKD 15,094 thousand as of December 31, 2022[114] - Cash flows from financing activities for the six months ended June 30, 2023, included repayment of borrowings of HKD 860 thousand and interest paid of HKD 20,000 thousand[118] Corporate Governance and Shareholding - The company's chairman also serves as the CEO, deviating from corporate governance guidelines that recommend separating these roles[92] - The company's issued and fully paid ordinary shares with a par value of HK$0.20 per share as of June 30, 2023, amounted to 200,000,000 shares, representing 40,000 units[167] - The company's issued and fully paid ordinary shares with a par value of HK$0.004 per share as of January 1, 2022, December 31, 2022, and January 1, 2023, amounted to 4,327,164,504 shares, representing 17,309 units[167] - The company's issued and fully paid ordinary shares with a par value of HK$0.20 per share as of June 30, 2023, amounted to 86,543,290 shares, representing 17,309 units[167] - Junyi Investment Limited holds 37,733,255 shares, representing 43.60% of the company's equity[191] - Qilu International Funds SPC, acting for and on behalf of Zhongtai Dingfeng Classified Fund SP, holds a security interest in 45,553,255 shares, representing 52.64% of the company's equity[191][192] - Zhongtai International Asset Management Co., Ltd. acts as the investment manager for the 45,553,255 shares held by Qilu International Funds SPC[191][192] - Zhang Xiaomu holds 14,246,575 shares, representing 16.46% of the company's equity[191] - As of June 30, 2023, no directors or the CEO and their associates had any interests or short positions in the company's shares or related shares that required notification under the Securities and Futures Ordinance[190] - As of June 30, 2023, no other individuals (excluding directors or the CEO) had any interests or short positions in the company's shares or related shares that required disclosure under the Securities and Futures Ordinance[193] - The audit committee, consisting of three independent non-executive directors, reviewed the accounting principles and practices adopted by the group and discussed internal controls and the condensed consolidated financial statements for the six months ended June 30, 2023[194] Subsidiaries and Investments - The company holds a 34% equity stake in Hong Kong New City Yongxing Medical Group, which plans to establish a wholly-owned subsidiary in Shanghai with a registered capital of RMB 1,000,000 (approximately HKD 1,102,000)[69] - The company's investment in listed company stocks in Taiwan had a market value of HKD 26,868,000 as of June 30, 2023[62] - The fair value of stock investments as of June 30, 2023, is determined based on market prices from the Taiwan Stock Exchange[163] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., faces potential penalties of 0.1% of the land use right consideration (approximately RMB 31,270,000 or HK$34,459,540) per day if construction delays occur[169] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., received a notice on November 17, 2016, requiring construction to begin within 15 days, with construction expected to start in June 2017[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., submitted a revised construction plan to the Luoyang Planning Bureau on December 5, 2017, and received further instructions on June 23, 2018[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., submitted the revised construction plan to the Luoyang New District Central Business District Planning and Construction Office on July 17, 2018[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., received a notice on August 13, 2018, regarding adjustments to the address of the Luoyang property[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., is negotiating with the Luoyang New District Central Business District Office to obtain official documents for the adjusted Luoyang property[170] - The company's subsidiary, Luoyang Wanheng Real Estate Co., Ltd., is applying for construction planning permits and construction engineering permits for the adjusted Luoyang property[170] Other Financial Information - Prepayments, deposits, and other receivables totaled HK$376.880 million as of June 30, 2023, up from HK$365.824 million at the end of 2022[49] - The company prepaid HK$316.584 million for Zhuhai Property construction as of June 30, 2023, compared to HK$323.547 million at the end of 2022[50] - The company recognized a fair value loss of HK$2.161 million on financial assets at fair value through profit or loss for the six months ended June 30, 2023[31] - The company's depreciation of property, plant, and equipment decreased to HK$4.522 million from HK$6.839 million in the same period last year[31] - The company's capital-to-debt ratio as of June 30, 2023, was 69%, unchanged from December 31, 2022[82] - Other income increased to HK$6.719 million in 2023 from HK$3.310 million in 2022, a 103% increase[127] - The company acquired property, plant, and equipment worth HK$57.787 million in the first half of 2023, slightly lower than the HK$59.331 million in the same period in 2022[140] - The company did not recommend the payment of an interim dividend for the period ended June 30, 2023, consistent with the previous year[137] - The company has prepaid approximately RMB 6,304,000 (equivalent to HKD 6,947,000) for the construction of Luoyang property as of June 30, 2023[158] - The company has paid an additional deposit of HKD 20,000,000 to New Century International Trade (Beijing) Co., Ltd. for future project investment opportunities[159] - The company faces potential penalties of 0.1% per day of the land use right cost (approximately RMB 31,270,000) for delays in the Luoyang property construction[154] - The company expects to commence construction of the Luoyang property by the end of 2017, citing changes in local government land policies as the reason for delays[155] - Share capital reorganization and change in board lot trading unit details were disclosed in announcements dated February 28, 2022, and April 7, 2022, and a circular dated March 18, 2022, with the reorganization effective from April 8, 2022[188] Operational Challenges - The company's main operating unit, Guangdong Changliu Investment Co., Ltd., saw a slight decrease in rental and related management service profits compared to the previous year[75] - The company's supermarket business in mainland China was severely affected by city lockdown policies due to COVID-19 in 2022[76] - The company is awaiting official documents for the change of address of its investment property in Luoyang, which is necessary for applying for construction permits[77] - The company employs approximately 63 staff in Hong Kong and mainland China, offering competitive compensation packages[93]

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佈之內容概不 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公佈全 部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：0456） 二 零 二 三 年 中 期 業 績 公 佈 新城市建設發展集團有限公司（「本公司」）之董事會（「董事會」）欣然宣佈本公司 及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止六個月（「期間」）之 未經審核簡明綜合財務報表，連同二零二二年同期之比較數字如下： ...

Financial Performance - Total revenue for 2022 was HK$1,965,280 thousand, a decrease of 14% compared to HK$2,285,650 thousand in 2021[8] - Net loss for 2022 was HK$127,783 thousand, an increase of 84% compared to HK$69,411 thousand in 2021[8] - Revenue for 2022 was HK$180.19 million, a decrease from HK$197.82 million in 2021[96] - Gross profit for 2022 was HK$81.81 million, down from HK$93.76 million in 2021[96] - Operating loss for 2022 was HK$91.19 million, compared to HK$37.72 million in 2021[96] - Net loss for 2022 was HK$127.78 million, an increase from HK$69.41 million in 2021[96] - The company's loss attributable to owners was HK$76.23 million in 2022, compared to HK$64.42 million in 2021[96] - Basic loss per share was HK$0.8808 in 2022, compared to HK$0.7444 in 2021[96] - Pre-tax loss for 2022 increased to HK$125.055 million from HK$69.402 million in 2021[154] - Total comprehensive income for the year ended December 31, 2022, was HK$523.212 million, compared to a loss of HK$210.361 million in the previous year[127] Assets and Liabilities - Total assets decreased by 7% to HK$1,442,068 thousand in 2022 from HK$1,552,077 thousand in 2021[8] - Total liabilities decreased by 29% to HK$523,212 thousand in 2022 from HK$733,573 thousand in 2021[8] - Total non-current assets decreased from HKD 1,126,711,000 in 2021 to HKD 1,015,870,000 in 2022, a decline of approximately 9.8%[97] - Investment properties decreased from HKD 925,677,000 in 2021 to HKD 856,025,000 in 2022, a reduction of about 7.5%[97] - Current assets decreased from HKD 1,158,939,000 in 2021 to HKD 949,410,000 in 2022, a decline of approximately 18.1%[97] - Cash and bank balances increased from HKD 6,035,000 in 2021 to HKD 8,608,000 in 2022, a growth of about 42.6%[97] - Current liabilities increased from HKD 98,982,000 in 2021 to HKD 186,576,000 in 2022, a rise of approximately 88.5%[97] - Net current assets decreased from HKD 1,059,957,000 in 2021 to HKD 762,834,000 in 2022, a decline of about 28.0%[97] - Total assets minus current liabilities decreased from HKD 2,186,668,000 in 2021 to HKD 1,778,704,000 in 2022, a reduction of approximately 18.7%[97] - The fair value of Guangzhou Property One, a significant investment property, was HKD 724,416,000 as of December 31, 2022[111] - Deposits and other receivables amounted to approximately HKD 86,932,000 as of December 31, 2022[117] Environmental Impact - Total greenhouse gas emissions increased significantly to 2,205.8 tons of CO2 equivalent in 2022 from 184.2 tons in 2021[41] - Total energy consumption increased to 3,621,613.4 kWh equivalent in 2022 from 349,527.0 kWh in 2021[41] - Electricity consumption increased to 3,564,325.7 kWh in 2022 from 277,140.5 kWh in 2021[41] - Scope 2 indirect emissions increased to 2,170.8 tons of CO2 equivalent in 2022 from 164.7 tons in 2021[41] Employee Statistics - The company had 63 employees as of December 31, 2022, a decrease from 69 employees in 2021[30] - Total number of employees in 2022 was 63, with an overall employee turnover rate of 16.9%[42] - Male employees had a turnover rate of 12.8%, while female employees had a higher turnover rate of 23.1%[42] - Employees aged 31-50 had the highest turnover rate at 17.5%, followed by those aged 51+ at 17.0%[42] - Employees in China had a turnover rate of 18.5%, compared to 9.1% in Hong Kong[42] - 46.2% of employees received training in 2022, with an average training duration of 0.5 hours[43] - Female employees had a higher training participation rate (53.3%) compared to male employees (46.7%)[43] - Middle management had the highest training participation rate at 83.3%, with an average training duration of 0.8 hours[43] - The company employed approximately 63 employees in Hong Kong and China as of December 31, 2022, compared to 69 employees in 2021[68] Corporate Governance - The Board of Directors consists of 2 executive directors and 6 independent non-executive directors[47] - All directors participated in continuous professional development training in 2022[50] - The Audit Committee is composed of 3 independent non-executive directors and oversees financial reporting and internal controls[65] - The company's registered office is located at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands, with its principal place of business in Hong Kong at Room D, 17th Floor, Mega Trade Centre, 133 Hoi Bun Road, Kowloon, Hong Kong[129] - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since May 24, 2000[129] Financial Reporting and Standards - The application of revised Hong Kong Financial Reporting Standards during the year had no significant impact on the financial position and performance of the group[131] - The group did not apply any new or revised standards and interpretations that have been issued but are not yet effective for the fiscal year beginning January 1, 2022[132] - Non-controlling interests are presented within equity in the consolidated statement of financial position and consolidated statement of changes in equity, and are allocated to non-controlling shareholders and owners of the company in the consolidated income statement and consolidated statement of comprehensive income[135] - Investments in subsidiaries are accounted for at cost less impairment losses, unless classified as held for sale[136] - The group assesses whether there is any objective evidence that the investment in associates may be impaired, and any impairment loss recognized is not allocated to any assets forming part of the carrying amount of the investment[140] - Foreign currency transactions and balances in the financial statements of each entity are translated using the exchange rate at the transaction date, and exchange differences arising are recognized in other comprehensive income and accumulated in the foreign currency translation reserve[145] - Investment properties are initially measured at cost, including all directly attributable costs, and any gain or loss on disposal is recognized in profit or loss[150] - Development properties are carried at the lower of cost and net realizable value. Cost includes the acquisition cost of leasehold land, construction costs, capitalized borrowing costs, and other direct costs attributable to the property. Net realizable value is the estimated selling price less the estimated costs of completion and sale[187] - The company's investment properties are subsequently measured at fair value, unless they are under construction or development and fair value cannot be reliably measured at the reporting date. Gains or losses from changes in fair value are recognized in profit or loss during the period in which they arise[197] Cash Flow and Expenses - Operating cash flow for 2022 was HK$175.742 million, compared to a negative HK$263.083 million in 2021[154] - Financing costs rose to HK$33.863 million in 2022 from HK$31.682 million in 2021[154] - Depreciation of property, plant, and equipment increased to HK$10.856 million in 2022 from HK$8.678 million in 2021[154] - Provision for development properties was HK$70.851 million in 2022, with no provision in 2021[154] - Impairment loss on deposits and other receivables decreased to HK$3.091 million in 2022 from HK$54.580 million in 2021[154] - Cash generated from operations before working capital changes was HK$4.490 million in 2022, down from HK$33.520 million in 2021[154] - Inventory decreased by HK$983,000 in 2022, compared to an increase of HK$6.412 million in 2021[154] - Prepayments, deposits, and other receivables decreased by HK$138.675 million in 2022, compared to an increase of HK$223.164 million in 2021[154] - Cash flow from investing activities was HK$85,000 in 2022, compared to a negative HK$8.680 million in 2021[154] - The company's administrative and other operating expenses increased to HK$89.36 million in 2022 from HK$76.56 million in 2021[96] - The company's finance costs increased to HK$33.86 million in 2022 from HK$31.68 million in 2021[96] Property and Investments - The company's development property in Zhuhai had a net realizable value of approximately HK$456.40 million as of December 31, 2022[86] - A provision of approximately HKD 70,851,000 was recognized in the income statement for the year ended December 31, 2022, related to the net realizable value of Zhuhai property[114] - The company's right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, any lease payments made on or before the commencement date, and any initial direct costs incurred. In applicable cases, the cost also includes estimates of dismantling, removal, or restoration costs, discounted to their present value, and less any lease incentives received[178] - Lease modifications, such as changes in lease scope or lease payments (excluding initial amounts), result in the remeasurement of the lease liability. The lease liability is recalculated based on the revised lease payments, lease term, and revised discount rate as of the modification date. Exceptions apply for COVID-19-related rent concessions under specific conditions[184] - The company classifies leases as either finance leases or operating leases at the commencement date. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the asset to the lessee. Otherwise, it is classified as an operating lease[185]