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 二 年 十 二 月 三 十 一 日 止 年 度 之 業 績 公 佈 財務摘要 • 營業額約為180,190,000港元（二零二一年：197,817,000港元） • 本年度虧損約為127,783,000港元（二零二一年：69,411,000港元） • 每股虧損（基本）為88.08港仙（二零二一年：（經重列）74.44港仙） 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」）截至二零二二年十二月三十一日止年度之經審 核綜合業績連同二零二一年度之比較數字如下： ...

re 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) 目錄 簡明綜合損益表 2 簡明綜合損益及其他全面收益表 3 簡明綜合財務狀況表 4 簡明綜合權益變動表 6 簡明綜合現金流量表 7 未經審核簡明綜合財務報表附註 8 管理層討論及分析 29 財務回顧 31 其他資料 33 頁次 中期業績 截至六月三十日止六個月 二零二二年 二零二一年 （未經審核） （未經審核） 附註 千港元 千港元 營業額 5 78,032 90,464 出售貨品及提供服務的成本 (39,774) (45,409) 毛利 38,258 45,055 其他收入 6 3,310 3,956 行政費用及其他經營開支 (40,890) (42,195) 經營溢利 678 6,816 融資成本 7 (14,400) (14,350) 除稅前虧損 (13,722) (7,534) 所得稅開支 8 – – 期間虧損 9 (13,722) (7,534) 歸屬於： 本公司擁有人 (13,267) (5,010) 非控股權益 ...

Financial Performance - Revenue for 2021 was HKD 197,817,000, an increase of 322.74% compared to HKD 46,794,000 in 2020[6] - Net loss for 2021 was HKD 69,411,000, an increase of 105.43% compared to HKD 33,788,000 in 2020[6] - Basic loss per share was HKD 1.49, an increase of 119.12% compared to HKD 0.68 in 2020[6] - The company reported an annual net loss of approximately HKD 69.41 million, compared to HKD 33.79 million in 2020[18] - Revenue for 2021 increased significantly to HKD 197,817 thousand, compared to HKD 46,794 thousand in 2020[191] - Gross profit for 2021 was HKD 93,756 thousand, up from HKD 43,834 thousand in 2020[191] - Operating loss for 2021 widened to HKD 37,720 thousand, compared to HKD 3,471 thousand in 2020[191] - Net loss for 2021 was HKD 69,411 thousand, compared to HKD 33,788 thousand in 2020[191] - Loss attributable to the company's owners was HKD 64,419 thousand in 2021, up from HKD 27,950 thousand in 2020[191] - Basic and diluted loss per share for 2021 was HKD 1.49, compared to HKD 0.68 in 2020[191] - Other comprehensive income for 2021 included a fair value gain of HKD 2,102 thousand on financial assets[193] - Exchange differences on translating foreign operations contributed HKD 9,056 thousand to other comprehensive income in 2021[193] - Total comprehensive loss for 2021 was HKD 58,253 thousand, compared to HKD 1,575 thousand in 2020[193] - Comprehensive loss attributable to the company's owners was HKD 64,216 thousand in 2021, compared to a comprehensive income of HKD 3,872 thousand in 2020[193] Assets and Liabilities - Total assets decreased by 7.38% to HKD 733,573,000 in 2021 from HKD 792,037,000 in 2020[6] - Total liabilities increased by 18.27% to HKD 2,285,650,000 in 2021 from HKD 1,932,582,000 in 2020[6] - Equity attributable to owners of the company increased by 36.08% to HKD 1,552,077,000 in 2021 from HKD 1,140,545,000 in 2020[6] - Total assets were approximately HKD 2.29 billion, with total liabilities of HKD 1.55 billion as of December 31, 2021[19] - Cash and bank balances decreased to HKD 6.04 million from HKD 43.46 million in 2020[19] - The capital-to-debt ratio increased to 65.00% from 53.00% in 2020[21] - Total assets increased to HKD 2,186,668 thousand in 2021 from HKD 1,854,551 thousand in 2020[194] - Investment properties grew to HKD 925,677 thousand in 2021 from HKD 848,373 thousand in 2020[194] - Current assets rose to HKD 1,158,939 thousand in 2021 compared to HKD 889,869 thousand in 2020[194] - Net current assets improved to HKD 1,059,957 thousand in 2021 from HKD 811,838 thousand in 2020[194] - Non-current liabilities increased to HKD 1,453,095 thousand in 2021 from HKD 1,062,514 thousand in 2020[196] - Net assets decreased to HKD 733,573 thousand in 2021 from HKD 792,037 thousand in 2020[197] - Equity attributable to the company's owners declined to HKD 706,423 thousand in 2021 from HKD 770,639 thousand in 2020[197] - Non-controlling interests increased to HKD 27,150 thousand in 2021 from HKD 21,398 thousand in 2020[197] Corporate Governance - The company's chairman also serves as the CEO, deviating from corporate governance code A.2.1[33] - The board of directors consists of two executive directors and six independent non-executive directors[37] - The company has complied with the listing rules regarding the composition of the board, including having at least three independent non-executive directors, one of whom possesses appropriate professional qualifications or accounting/financial management expertise[38] - All directors participated in continuous professional development training during the fiscal year ending December 31, 2021, and provided training records to the company[40] - The company held four board meetings and one annual general meeting in 2021, ensuring effective communication among directors[42] - The attendance rate for board meetings in 2021 was 100% for four directors, while one director attended none of the meetings[43] - The roles of chairman and CEO are currently held by the same individual, Han Junran, due to the company's relatively simple business operations[44] - Two directors, Liang Guihua and Zhang Jing, will retire by rotation at the 2022 annual general meeting and are eligible for re-election[46] - The audit committee, composed of three independent non-executive directors, held four meetings in 2021 to review financial reports and monitor internal controls[48][51] - The audit committee is responsible for recommending the appointment, reappointment, and removal of external auditors, as well as reviewing interim and annual reports[49] - The company has established multiple board committees, including audit, remuneration, and nomination committees, to oversee various aspects of its operations[47] - The company's governance structure ensures a strong level of independence, with two executive directors and six independent non-executive directors[44] - The company's audit committee reviewed the group's annual performance for the year ended December 31, 2020, and the interim performance for the six months ended June 30, 2021[52] - The audit committee discussed the group's reporting and accounting standards and policies with management during the preparation of the 2021 interim and annual financial statements[52] - The audit committee reviewed and discussed financial reporting matters with the external auditor[52] - The audit committee recommended the reappointment of the auditor for shareholder approval[52] - The audit committee reviewed the group's internal control procedures[52] - The remuneration committee held one meeting during the year ended December 31, 2021, to review the directors' remuneration and approve the proposed remuneration of a senior management member[56] - The nomination committee reviewed the board's composition and the retirement and re-election of directors during the year ended December 31, 2021[60] - The nomination committee held one meeting during the year, with all members attending[60] - The company paid HK$880,000 in audit fees to the external auditor for the year ended December 31, 2021[62] - The board conducted an annual review of the effectiveness of the group's internal control system, covering financial, operational, compliance, and risk management controls[64] Environmental, Social, and Governance (ESG) - The company's main air pollutants are emitted by company vehicles, with a goal to maintain or reduce emissions below this year's level in the next year[82] - Gasoline consumption in 2021 was 3,589.46 liters, compared to 4,401.31 liters in 2020[83] - The company has implemented measures to improve indoor air quality, including ensuring proper ventilation and regular maintenance of air systems[83] - The company's business operations do not involve water consumption or packaging materials, and emissions are primarily from electricity usage[81] - The company has transitioned most board and management meetings to online formats to reduce carbon emissions[81] - The company's ESG report covers operations in Hong Kong and five commercial offices in China, including Luoyang, Changyang, Changliu, Changying, and Zhuhai Tengshun[73] - The company adheres to the Hong Kong Stock Exchange's ESG reporting guidelines, emphasizing materiality, quantification, balance, and consistency[72] - The company's board oversees ESG-related matters, including policies, measures, performance, and risks, with regular reviews[75] - The company maintains communication with stakeholders through meetings, emails, phone calls, interviews, and its website[76] - The company's ESG report highlights key environmental and social issues, including air pollution, energy use, labor practices, and anti-corruption measures[80] - Nitrogen oxide (NOx) emissions decreased from 22.9 kg in 2020 to 6.07 kg in 2021, a reduction of 73.5%[84] - Sulfur oxide (SOx) emissions increased from 0.065 kg in 2020 to 0.11 kg in 2021, a rise of 69.2%[84] - Total greenhouse gas emissions increased from 28.1 tons of CO2 equivalent in 2020 to 184.2 tons in 2021, primarily due to the inclusion of Chinese business offices in the reporting scope[87] - Scope 2 indirect emissions, mainly from electricity consumption, accounted for 89% of total greenhouse gas emissions[85] - Total energy consumption increased from 76,418.7 kWh equivalent in 2020 to 349,527.0 kWh equivalent in 2021, driven by the expanded reporting scope[90] - The company aims to maintain or reduce greenhouse gas emissions and energy usage below current levels in the next year[85][90] - The company has 69 employees as of December 31, 2021, with 50 based in China and 19 in Hong Kong[102] - The company has implemented measures to reduce paper waste, including using electronic communication and recycled paper[89] - The company has developed emergency plans to address physical risks from extreme weather events such as typhoons and heavy rain[98] - The company is preparing for potential tightening of carbon emission regulations and is promoting carbon reduction among employees and stakeholders[99] - The overall employee turnover rate is 18%, with 13 employees leaving, including 23% male and 9% female turnover rates[104] - The company has zero work-related fatalities and zero lost workdays due to injuries in 2021, maintaining a strong safety record[108][109] - Total greenhouse gas emissions increased to 184.2 tons of CO2 equivalent in 2021, up from 28.1 tons in 2020, with Scope 2 indirect emissions accounting for 164.7 tons[119] - Total energy consumption rose to 349,527 kWh equivalent in 2021, a significant increase from 76,418.7 kWh in 2020, with electricity usage accounting for 277,140.5 kWh[119] - 10.14% of employees received training in 2021, with an average training duration of 0.06 hours, and 71.43% of trained employees were general staff[111] - The company has no reported cases of child labor, forced labor, or violations of anti-corruption laws in 2021[113][117] - The company implemented strict COVID-19 protection measures, including disinfection of public areas and providing masks and sanitizers to all employees[106] - The company maintains a green procurement policy and evaluates suppliers for environmental and social risks in the supply chain[114] - The company has no reported product or service-related complaints and maintains strict data privacy protection measures[115][116] - The company is planning to enhance community engagement and increase transparency through regular updates on its website[118] - Total number of employees in 2021 was 69, with an overall employee turnover rate of 18%[121] - Male employees had a turnover rate of 23%, while female employees had a turnover rate of 9%[121] - Employees aged 51 and above had the highest turnover rate at 42%[121] - The injury rate per 1,000 employees was 14.5%[121] - 10.14% of employees received training, with an average training duration of 0.06 hours[121] - Male employees accounted for 57.14% of trained employees, while female employees accounted for 42.86%[121] - General staff received the highest percentage of training at 71.43%, with an average training duration of 0.13 hours[121] Shareholder and Ownership Structure - Chairman and Executive Director Han Junran holds 43.60% of the company's shares through Junyi Investment Limited, which he wholly owns[145] - Junyi Investment Limited, wholly owned by Executive Director Han Junran, holds 1,886,662,752 shares, representing 43.60% of the issued share capital[145] - Qilu International Funds SPC holds a mortgage interest in 2,277,662,752 shares, representing 52.64% of the issued share capital[153] - Zhang Xiaomu, a beneficial owner, holds 712,328,767 shares, representing 16.46% of the issued share capital[153] - The company's share option plan, adopted on June 14, 2002, expired on June 14, 2012[148] - No arrangements were made during the year for directors to benefit from acquiring shares or debentures of the company or any other corporate body[150] - No other significant contracts were entered into by the company or its subsidiaries with the controlling shareholders of the company[151] - No other individuals, apart from the directors or the CEO, held interests or short positions in the company's shares as of December 31, 2021[157] - The company conducted continuous connected transactions with its subsidiaries, including office and employee accommodation leases, which were exempt from independent shareholder approval under Listing Rule 14A.34[158] - The total annual cap for the new lease agreements was within the limits specified under Listing Rule 14A.34, and these transactions were subject to reporting, announcement, and annual review requirements but exempt from independent shareholder approval[159] - Independent non-executive directors confirmed that the continuous connected transactions were conducted in the ordinary course of business, on normal commercial terms, and were fair and reasonable, aligning with the overall interests of the shareholders[160] - The company's auditors reviewed the continuous connected transactions and confirmed that they were approved by the board, conducted under relevant agreements, and did not exceed the annual cap[161] Operational and Strategic Updates - The company expects rental income from its subsidiary Guangdong Changliu Investment Co., Ltd. to remain stable in the coming year[10] - The company plans to continue implementing its "Everyday, Life, New City" development theme in 2022, focusing on the Greater Bay Area[14] - The company acquired a 70% stake in China Goal, Inc. in 2019, which licenses property management intellectual property in China[12] - The company is awaiting official documents for the Luoyang property to apply for construction planning and engineering permits[13] - Rental and related management service revenue was approximately HKD 61.37 million, while retail and related revenue was HKD 136.45 million, compared to HKD 46.79 million and zero in 2020[18] - The company employed approximately 69 employees in Hong Kong and China, down from 74 in 2020[25] - Net proceeds from the subscription of new shares amounted to approximately HKD 51.5 million, fully utilized for general working capital and potential acquisitions[29][30] - The company did not recommend any dividend for the year ended December 31, 2021[24] - The company's accumulated losses amounted to HKD 516,203 thousand[129] - The company did not recommend any dividend distribution for the year ended December 31, 2021[133] - The company recorded a revenue of approximately HKD 197,817,000 and a post-tax loss of approximately HKD 69,411,000 for the year[135] - The distributable reserves of the company as of December 31, 2021, were HKD 385,318,000 (2020: HKD 385,318,000)[138] - The company had no property development projects during the year, resulting in no payments made or payable to suppliers for procurement[165] - The company had no major customers during the review period[166] - The company's financial statements for the year ended December 31, 2021, were audited by Chang Ching (Hong Kong) CPA Limited, which subsequently resigned, and a resolution to reappoint them will be proposed at the annual general meeting[168] - The independent auditor's report confirmed that the consolidated financial statements for 2021 were prepared in accordance with Hong Kong Financial Reporting Standards and fairly represented the company's financial position and performance[170] - Key audit matters included the fair value of investment properties, specifically Guangzhou Property 1, which was valued at approximately HKD 783,360,000 using the income approach and external evidence such as rental market values[172][174] - The company's investment properties, including Guangzhou Property 1, were subject to detailed valuation procedures, including the engagement of independent valuation experts and the assessment of key assumptions and methodologies[174] - The impairment assessment of investment properties in Luoyang shows a carrying amount of approximately HKD 925,677,000, with a portion of HKD 75,621,000 related to the Luoyang property[175] - The Luoyang property's construction did not comply with the land use contract, but the risk of penalties or loss of land use rights is considered minimal[175] - The recoverable amount of the Luoyang property is determined using the direct comparison method based on observable market transactions, with no significant adjustments made[175] - The Zhuhai property, with a cost of approximately HKD 478,679,000, is assessed for net realizable value using the direct comparison method, with no significant adjustments[179] - The company's deposits and other receivables as of December 31, 2021, amount to approximately HKD 169,279,000, with impairment assessed based on credit risk[181] - The company's management uses judgment and estimates to assess the recoverability of deposits and other receivables, with significant judgment required[181] - The company's financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[184] - The company's directors are responsible for ensuring the financial statements are free from material misstatement due to fraud or error[184] - The audit committee assists the company's directors in overseeing the financial reporting process[185]

Financial Performance - Revenue for the six months ended June 30, 2021, was HK$90.464 million, a significant increase from HK$18.771 million in the same period in 2020[15] - Gross profit for the period was HK$45.055 million, compared to HK$17.687 million in 2020[15] - Operating profit for the period was HK$6.816 million, up from HK$1.112 million in 2020[15] - Loss for the period was HK$7.534 million, an improvement from the HK$15.787 million loss in 2020[15] - Basic and diluted loss per share was HK$0.17, compared to HK$0.28 in 2020[15] - Total comprehensive loss before tax for the six months ended June 30, 2021, was HKD 7,534 thousand, an improvement from HKD 15,787 thousand in the same period in 2020[47] - The company recorded revenue of approximately HKD 90,464,000 and a post-tax loss of approximately HKD 7,534,000 for the six months ended June 30, 2021[127] - The company's revenue for the review period was approximately HKD 90.464 million, with a net loss of HKD 7.534 million, compared to HKD 18.771 million in revenue and a net loss of HKD 15.787 million in the first half of 2020[139] Assets and Liabilities - Total assets as of June 30, 2021, were HK$2,008.089 million, up from HK$1,854.551 million at the end of 2020[29] - Non-current assets increased to HK$1,064.778 million from HK$1,042.713 million at the end of 2020[27] - Current assets rose to HK$1,125.239 million from HK$889.869 million at the end of 2020[27] - Net current assets were HK$943.311 million, up from HK$811.838 million at the end of 2020[29] - Total equity as of June 30, 2021, was HK$786.118 million, slightly down from HK$792.037 million at the end of 2020[32] - Total equity as of June 30, 2021, was HKD 786,118 thousand, a decrease from HKD 792,037 thousand at the beginning of the year[34] - Total assets as of June 30, 2021, were HKD 2,190,017 thousand, compared to HKD 1,932,582 thousand as of December 31, 2020[47] - Total liabilities as of June 30, 2021, were HKD 1,403,899 thousand, with borrowings accounting for HKD 815,516 thousand[48] - The company's total assets as of June 30, 2021, were approximately HKD 2.19 billion, with total liabilities of HKD 1.404 billion, and a current ratio of 6.19[141] - The company's capital-to-debt ratio as of June 30, 2021, was 0.60, compared to 0.53 as of December 31, 2020[143] Cash Flow - Net cash used in operating activities for the six months ended June 30, 2021, was HKD 214,561 thousand, compared to a net cash inflow of HKD 1,497 thousand in the same period last year[36] - Net cash used in investing activities for the six months ended June 30, 2021, was HKD 54,918 thousand, primarily due to the purchase of property, machinery, and equipment[36] - Net cash from financing activities for the six months ended June 30, 2021, was HKD 271,463 thousand, mainly from bank credit of HKD 286,770 thousand[36] - Cash and cash equivalents as of June 30, 2021, were HKD 42,852 thousand, a decrease from HKD 43,458 thousand at the beginning of the year[36] Segment Performance - The company operates in three reportable segments: property development and investment, supermarket retail, and bus sales in China[42] - Revenue from external customers for the property development and investment segment was HKD 29,410 thousand, while the retail and related segment contributed HKD 61,054 thousand, totaling HKD 90,464 thousand for the six months ended June 30, 2021[44] - Segment profit for property development and investment was HKD 39,055 thousand, and for retail and related, it was HKD 6,000 thousand, resulting in a total segment profit of HKD 45,055 thousand for the same period[44] - Total segment assets as of June 30, 2021, were HKD 1,365,443 thousand, with property development and investment accounting for HKD 1,298,638 thousand[44] - Total segment liabilities as of June 30, 2021, were HKD 37,206 thousand, with retail and related liabilities at HKD 19,047 thousand[44] - Revenue from rental income and related management services was HKD 43,364 thousand, while sales revenue from goods was HKD 47,100 thousand, totaling HKD 90,464 thousand for the six months ended June 30, 2021[52] Investment Properties - The carrying value of investment properties in Guangzhou increased from HKD 774,735,000 as of December 31, 2020, to HKD 778,891,000 as of June 30, 2021[71] - The total carrying value of investment properties in Guangzhou, Luoyang, and Zhuhai was HKD 853,073,000 as of June 30, 2021, up from HKD 848,373,000 as of December 31, 2020[67] - The fair value of Guangzhou investment property was determined using the income approach, with estimated rental income ranging from RMB 55 to RMB 80 per square meter per month and a discount rate of 4.5%[74] - The Luoyang investment property, with a carrying value of approximately HKD 70,228,000, remains under construction, and its construction plan has not yet been approved by the Luoyang Planning Bureau[77][80] - The company's investment properties in Guangzhou are pledged as collateral for bank borrowings[71] - The book value of Luoyang property as of June 30, 2021, was approximately HKD 74,182,000, which was mortgaged for bank loans[81] - The book value of Zhuhai property, including land use rights and direct attributable costs, was approximately RMB 301,117,000 (equivalent to HKD 330,084,000) as of June 30, 2021[81] - Prepayments for Zhuhai property construction amounted to approximately RMB 361,519,846 (equivalent to HKD 434,076,879) as of June 30, 2021[84] Financing and Borrowings - The company's total interest-bearing bank and other borrowings amounted to HKD 815,516,000 as of June 30, 2021, with varying interest rates and maturity dates[102] - The company's debt repayment schedule includes HKD 15,009,000 due within one year, HKD 620,402,000 due between the second and fifth years, and HKD 180,105,000 due after five years[103] - The company signed a loan agreement with Guangzhou Bank for a total of RMB 240,000,000 (approximately HKD 288,168,000), with RMB 80,000,000 (approximately HKD 96,056,000) disbursed on February 20, 2021, and RMB 160,000,000 (approximately HKD 192,112,000) disbursed on May 20, 2021, at an interest rate of 7.0332% to 7.153% per annum[106] - The company issued 712,328,767 new shares at a subscription price of HKD 0.073 per share, raising approximately HKD 52,000,000[110] - The net proceeds from the subscription of new shares amounted to approximately HKD 51.5 million, with HKD 29.2 million used for general working capital and HKD 15.25 million for potential acquisitions and investments[134][137] Legal and Regulatory Matters - The company is required to repay a total of RMB 14,530,000 (approximately HKD 17,318,000) to Shanghai Fudan, including accrued interest from July 1, 2002, to the payment date, as per the court ruling[92] - The company agreed to a settlement with Shanghai Fudan for a total of RMB 27,000,000 (approximately HKD 32,181,000), with RMB 3,000,000 to be paid immediately and the remaining RMB 24,000,000 in quarterly installments[95] - The company faces potential penalties of 0.1% of the land use right cost (approximately RMB 31,270,000 or HKD 37,545,889) per day for delays in the construction of the Luoyang property, with a risk of land use right forfeiture if delays exceed 60 days[120] Corporate Governance and Ownership - The company's registered office is in the Cayman Islands, with its principal place of business in Hong Kong[38] - The company's financial statements are prepared in accordance with Hong Kong Accounting Standards and are reported in HKD, rounded to the nearest thousand[39] - The company's financial statements for the six months ended June 30, 2021, were reviewed by the audit committee and approved by the board of directors on August 30, 2021[38] - The audit committee consists of three independent non-executive directors who reviewed the company's accounting principles, internal controls, and financial statements for the six months ended June 30, 2021[163] - Mr. Han Junran holds a 43.60% equity stake in the company through controlled corporate interests, and a 9.04% stake as a beneficial owner[156][159] - Qilu International Funds holds a 52.64% equity stake in the company through pledged interests[159] Operational Highlights - The company acquired property, plant, and equipment worth approximately HKD 51,796,000 in the first half of 2021, compared to none in the same period of 2020[65] - The company paid a deposit of HKD 5,980,000 to Yuxun Products Limited for exclusive development of cultural business projects[85] - A refundable deposit of HKD 49,520,000 was held by an independent contractor for the Guangzhou property renovation project as of June 30, 2021[88] - The company transferred HKD 51,500,000 to a selected contractor for the renovation and optimization of the supply chain equipment for the "Everyday Project"[88] - The total prepayments, deposits, and other receivables as of June 30, 2021, amounted to HKD 616,611,000, with a provision for bad debts of HKD 27,729,000[83] - The company recognized HKD 4,000,000 as commercial activities and advertising expenses for the "Everyday Project" brand promotion[85] - The company's receivable from Beijing Zhongzheng amounted to HKD 65,326,000 as of June 30, 2021[83] - The company entered into a subscription agreement with Mr. Zhu Yayong, involving the issuance of 136,060,042 shares at HKD 0.247 per share to settle a debt of HKD 33,606,830[93] - The company's stock investments in Taiwan had a fair value of HKD 31,657,000 as of June 30, 2021, based on market prices from the Taiwan Stock Exchange[100] - The company has not made any significant investments, acquisitions, or disposals during the six months ended June 30, 2021[147] - The company has not purchased, sold, or redeemed any of its listed securities during the six months ended June 30, 2021[148] - The company employs approximately 74 employees in Hong Kong and China as of June 30, 2021[155] Market and Industry Impact - The company's supermarket business in China has been severely impacted by the COVID-19 pandemic, leading to a decision to extend the initial intangible asset licensing arrangement from 10 to 20 years starting from 2021[129] - The company acquired a 70% stake in China Goal, Inc. in 2019, which licenses property management intellectual property to Chinese entities, and is optimistic about the future development of the property management market[130] - The company's property development project in Zhuhai, part of the Greater Bay Area commercial real estate development plan, has been delayed due to COVID-19, but the company expects a recovery in the real estate market in 2021[133] - The company's rental income from its subsidiary Guangdong Changliu Investment Co., Ltd. is expected to remain stable in the coming year, despite a slight decrease compared to the same period last year[128] - The company paid HKD 777,000 in rental expenses to related parties during the six months ended June 30, 2021[125] Accounting and Reporting Standards - The company adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2021[41] - The company's financial statements are prepared in accordance with Hong Kong Accounting Standards and are reported in HKD, rounded to the nearest thousand[39]

re 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) | | | 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 | 7 | | 企業管治報告 10 | | | 環境、社會及管治報告 | 20 | | 董事履歷 30 | | | 董事會報告 32 | | | 獨立核數師報告 | 38 | 經審核綜合財務報表 綜合： 損益表 46 損益及其他全面收益表 47 財務狀況表 48 權益變動表 50 現金流量表 51 綜合財務報表附註 53 五年財務概要 132 公司資料 | --- | -- ...

TE 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) 中期報告 2020 目 頁次 簡明综合損益表 ... ... ... ... ... l 簡明综合損益及其他全面收益表 ... ... .... 2 簡明综合財務狀況表 ... ... ... ... ... ... ... 3 簡明综合權益變動表 ... ... ... 5 簡明综合現金流量表 ... ... 6 未經審核簡明綜合財務報表附註 . 7 管理層討論及分析 ... ... . 29 財務回顧 32 其他资料 . 34 祭 新城市建設發展集團有限公司 2020中期報告 中期業績 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」）截至二零二零年六月三十日止六個月（「期間」）之未經審核簡明 綜合財務報表連同二零一九年同期之比較數字如下： 簡明綜合損益表 截至二零二零年六月三十日止六個月 | --- | --- | --- | --- | |----------- ...

Financial Performance - Revenue for 2019 was HKD 48,494,000, a decrease of 47.15% compared to 2018[15] - Operating profit for 2019 was HKD 22,782,000, a decrease of 54.36% compared to 2018[15] - Net loss for 2019 was HKD 3,739,000, compared to a net profit of HKD 13,711,000 in 2018, a decrease of 127.27%[15] - The company recorded rental income and related management service income of approximately HKD 44.87 million and sales of buses of HKD 4.207 million in 2019, compared to HKD 41.925 million and HKD 49.839 million in 2018[29] - The company reported a net loss of approximately HKD 3.739 million in 2019, compared to a net profit of HKD 13.711 million in 2018[29] - The company recorded a revenue of approximately HKD 48,494,000 and a post-tax loss of approximately HKD 3,739,000 for the year ended December 31, 2019[159] Assets and Liabilities - Total assets increased by 7.60% to HKD 741,612,000 in 2019[15] - Total liabilities decreased by 42.90% to HKD 572,225,000 in 2019[15] - Total assets increased to HKD 1.559 billion in 2019 from HKD 1.261 billion in 2018, while total liabilities rose to HKD 817.736 million from HKD 572.225 million[30] - The company's cash and bank balances decreased significantly to HKD 11.175 million in 2019 from HKD 72.603 million in 2018[30] - The capital-to-debt ratio increased to 45% in 2019 from 33% in 2018[32] - The company's distributable reserves as of December 31, 2019, were HKD 336,450,000, consisting of share premium of HKD 536,737,000, special reserve of HKD 306,450,000, and accumulated losses of HKD (506,737,000)[163] Business Acquisitions and Expansion - The company acquired new businesses during the year, providing new revenue sources and reducing reliance on rental income from Changliu[20] - The company acquired 55% equity in a target company for property development in Zhuhai, Guangdong, with a land area of 11,956.46 square meters and a plot ratio of 5.09[21] - The company acquired 70% equity in China Goal Inc. for HKD 23,800,000 to expand property management services in Beijing[22] - The company acquired 41% equity in Peaceful Kingdom Inc. to enter the supermarket business in China[23] Corporate Governance - The company's Chairman, Mr. Han Junran, also serves as the CEO, deviating from the Corporate Governance Code which recommends separating these roles[51] - The Board of Directors consists of two executive directors and four independent non-executive directors, ensuring strong independence[59] - All directors participated in continuous professional development training during the fiscal year ending December 31, 2019[61] - The company held three Board meetings and one Annual General Meeting in 2019, with attendance records provided for each director[65][67] - The company has adopted the Standard Code for Securities Transactions by Directors and confirmed compliance by all directors for the year ending December 31, 2019[53] - The company's non-executive directors do not have fixed terms, deviating from the Corporate Governance Code, but the company believes this does not compromise governance[51] - Three independent non-executive directors did not attend the Annual General Meeting held on June 18, 2019[52] - The company has established effective mechanisms to ensure communication among directors and compliance with corporate governance practices[65] - The company's non-executive directors do not have a fixed term, deviating from Code Provision A.4.1[69] - The Chairman's continued role is crucial for the company's sustainable development[69] - Independent non-executive directors Wang Borong and Chen Yaodong are willing to stand for re-election at the 2019 AGM[71] - The Audit Committee consists of three independent non-executive directors: Liang Guihua (Chairman), Chen Yaodong, and Zhang Jing[73] - The Audit Committee held two meetings in 2019 to review financial reports and internal controls[76] - The Audit Committee reviewed the company's full-year 2018 and interim 2019 financial results[77] - The Remuneration Committee reviewed and approved the remuneration of directors and senior management in 2019[82] - The Remuneration Committee consists of Chen Yaodong (Chairman), Han Junran, and Liang Guihua[79] - The Nomination Committee was established on April 1, 2012, and consists of Han Junran (Chairman), Liang Guihua, Chen Yaodong, and Zhang Jing[85] - The Nomination Committee reviews the suitability and tenure of directors for re-election[85] - The company's nomination committee held one meeting during the year, with attendance records showing that the chairman, Mr. Han Junran, and two other members attended all meetings, while one member, Mr. Chen Yaodong, did not attend any meetings[89] - The company's board of directors is responsible for preparing consolidated financial statements that present a true and fair view of the group's financial position, performance, and cash flows for the year ended December 31, 2019[93] - The company's board of directors conducted an annual review of the effectiveness of the group's internal control system, covering financial, operational, compliance, and risk management controls for the year ended December 31, 2019[94] - The company's company secretary complied with the professional training requirements under Rule 3.29 of the Listing Rules for the year ended December 31, 2019[95] - The company's shareholders have the right to request the board of directors to convene an extraordinary general meeting if they hold at least 10% of the company's paid-up share capital with voting rights[98] - The company maintains communication with investors through various channels, including timely publication of interim and annual reports on the Hong Kong Stock Exchange and company websites[101] - The company has received annual confirmations from each independent non-executive director regarding their independence status[166] - The chairman and executive director, Mr. Han Junran, has a service agreement with the company effective from December 16, 2002, for three years and continues until the termination of his directorship[167] - The executive director, Mr. Luo Min, has a service agreement with the company effective from March 1, 2012, for one year and renews annually until terminated by either party with at least six months' notice[167] - Han Junran holds a controlling interest in 1,886,662,752 shares, representing 52.19% of the issued share capital[170] - Han Junran is the beneficial owner of 391,000,000 shares, accounting for 10.82% of the issued share capital[170] - Qilu International Funds SPC holds a mortgage interest in 2,277,662,752 shares, representing 63.01% of the issued share capital[178] - Zhongtai International Asset Management Ltd acts as the investment manager for 2,277,662,752 shares, representing 63.01% of the issued share capital[178] - The company confirms compliance with the public float requirement under the Listing Rules throughout the year[188] - No purchase, sale, or redemption of the company's listed securities during the year ended December 31, 2019[189] - No provisions for pre-emptive rights in the company's articles of association or Cayman Islands law[190] - No property development projects during the year, resulting in no procurement payments to suppliers[191] - No major customers during the review year[192] - Financial statements for the years ended December 31, 2015 and 2016 audited by Tianjian Deyang CPA Limited, 2017 and 2018 by Huapu Tianjian (HK) CPA Limited, and 2019 by Changqing (HK) CPA Limited[194] - Reappointment of Changqing as auditor to be proposed at the annual general meeting[194] - Independent auditor's report confirms the financial statements comply with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[198] - Auditor's opinion based on Hong Kong Standards on Auditing and compliance with ethical responsibilities[199] Environmental and Social Responsibility - The company is committed to promoting sustainable development and responsible management of environmental and social values across all business activities[104] - The company's total greenhouse gas emissions in 2019 were 28,847 kg, a 4% decrease compared to 30,163 kg in 2018, with direct emissions (Scope 1) decreasing by 19% and other indirect emissions (Scope 3) increasing by 297%[116] - The company's electricity consumption in 2019 was 21,645 kWh, a 3% decrease compared to 22,408 kWh in 2018[119] - The company's nitrogen oxide, sulfur oxide, and particulate emissions from vehicles in 2019 were 42.3 kg, 0.078 kg, and 4.0 kg, respectively[112] - The company implemented double-sided printing, saving approximately 10% of paper usage in its main offices in China and Hong Kong[120] - The company reported no harmful waste generation in 2019, with office paper being the primary source of non-harmful waste[117] - The company emphasized environmental management by reducing energy consumption and emissions, including conducting board and management meetings via teleconference to minimize transportation-related emissions[111] - The company implemented measures to improve indoor air quality, including regular maintenance of air units and ensuring proper ventilation systems[121] - The company implemented COVID-19 protection policies, including providing masks, disinfectants, and monitoring employee health[135] - The company adheres to equal opportunity policies in recruitment, training, promotion, and compensation, with no discrimination based on gender, race, religion, or other factors[140] - The company has no reported violations of child labor, forced labor, product liability, or data privacy laws in 2019[141][144] - The company maintains a diversified board with members possessing varied skills, industry knowledge, and backgrounds[140] - The company has no reported incidents of bribery or fraud in 2019, with strong internal controls in place[145] - The company plans to enhance community engagement and transparency through regular updates on its website[147] - The company ensures supplier selection based on quality, service standards, and competitive pricing[142] - The company provides continuous training and development opportunities for employees, including external courses and early leave for personal development[137] Employee Statistics and Management - The company employed 68 staff in Hong Kong and China as of December 31, 2019, up from 53 in 2018[37] - The company had 68 employees as of December 31, 2019, with 68% being full-time employees in China, compared to 53 employees and 60% full-time employees in 2018[124] - The employee turnover rate in 2019 was 4%, consistent with the rate in 2018[128] - The company's workforce in 2019 consisted of 63% male and 37% female employees, with the largest age group being 31-45 years old (32% male, 16% female)[127] - The company has a 2% resignation rate for both male and female employees in 2019, consistent with the previous year[130] - The company reported zero work-related deaths and zero lost workdays due to injuries for both male and female employees in 2019[136] Dividend and Reserves - The company did not recommend any dividend distribution for the year ended December 31, 2019[157] Business Operations - The company's main business is property development and investment in China, with no changes during the year[155] - The company issued convertible notes totaling HKD 78 million in 2018, with net proceeds of HKD 73.7 million used for general working capital and potential acquisitions[45][46] - The company plans to focus on urban development and seek business opportunities aligned with its long-term strategy, aiming to enhance financial performance and shareholder returns[36] - Environmental performance and compliance with laws and regulations detailed in the "Management Discussion and Analysis" section[193]

re 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) 电期货 2019 頁 次 簡明综合損益表 l 簡明综合損益及其他全面收益表 . 2 簡明综合財務狀況表 3 簡明综合權益變動表 5 簡明综合現金流量表 . 6 未經審核簡明綜合財務報表附註 . 7 管理層討論及分析 ... ... . 40 財務 回顧 42 其他资料 . 44 目 祭 新城市建設發展集團有限公司 2019中期報告 中期業績 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」）截至二零一九年六月三十日止六個月（「期間」）之未經審核簡明 綜合財務報表連同二零一八年同期之比較數字如下： 簡明綜合損益表 截至二零一九年六月三十日止六個月 | --- | --- | --- | --- | |-------------------------------------------------------|-------|----------------------- ...

Te 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) 年報 2018 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 26 董事會報告 28 獨立核數師報告 34 經審核綜合財務報表 綜合： 損益表 41 損益及其他全面收益表 42 財務狀況表 43 權益變動表 45 現金流量表 46 綜合財務報表附註 48 五年財務概要 126 1 新城市建設發展集團有限公司 二零一八年年報 目錄 新城市建設發展集團有限公司 二零一八年年報 公司資料 | --- | --- | |----------------------------------------------|-----------------------------------------------------| | | | | 董事會 | 核數師 | | | 華普天健（香港）會計師事務所有限公司 | | 執行董事 | 香港中環 | | 韓軍然先生（ ...