股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | | | 狀態: | 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 中港石油有限公司 | | | | | | 呈交日期: | 2025年8月4日 | | | | | | I. 法定/註冊股本變動 | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) 是 | | | 證券代號 (如上市) | 00632 | 說明 | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | --- | --- | --- | --- | --- | --- | --- | | 上月底結存 | 100,000,000,000 | HKD | | 0.2 HKD | | 20,000,000,000 | | 增加 / 減少 (-) | | | | HKD | | | | 本月底結存 | 100,000 ...

Core Points - Zhonggang Petroleum (00632) announced the resignation of Mr. Lin Wenjie as the company secretary and authorized representative effective from August 1, 2025 [1] - The board appointed Mr. Zheng Zhensheng as the new company secretary, authorized representative, and legal process agent, also effective from August 1, 2025 [1] - Mr. Zheng was also appointed as the Chief Financial Officer on the same date [1]

Group 1 - The company announced the resignation of Mr. Lin Wenjie as the company secretary and authorized representative, effective from August 1, 2025 [1] - Mr. Zheng Zhensheng has been appointed as the new company secretary, authorized representative, and legal document agent, also effective from August 1, 2025 [1] - Mr. Zheng has additionally been appointed as the Chief Financial Officer of the company on the same date [1]

Group 1 - The company announced the resignation of Lin Wenjie from the positions of company secretary and authorized representative, effective August 1, 2025 [1] - Zheng Zhensheng has been appointed as the new company secretary, authorized representative, and legal process document agent, effective from the same date [1] - Zheng has also been appointed as the Chief Financial Officer on the same day [1]

* （於百慕達註冊成立之有限公司） （股份代號：632） 董事名單及其角色和職能 董事委員會 董事會已設立三個委員會。各董事會成員在該等委員會中所擔任的職位載列如下： 審核委員會 中 港 石 油 有 限 公 司 之 董 事 會（「董事會」）成 員 載 列 如 下： 執行董事 于 志 波（主 席） 黃 慧 思（副 主 席） 金 愛 龍（行 政 總 裁） 非執行董事 鄭 野 黃慧姸 獨立非執行董事 鍾碧鋒 黃慶維 陳亞偉 黃 慶 維（主 席） 鍾碧鋒 陳亞偉 薪酬委員會 鍾 碧 鋒（主 席） 于志波 陳亞偉 提名委員會 陳 亞 偉（主 席） 于志波 鍾碧鋒 香港，二零二五年八月一日 * 僅供識別 ...

香港交易及結算所有限公司以及香港聯合交易所有限公司對本公告之內容概不 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 會 就 因 本 公 告 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。 * （於百慕達註冊成立之有限公司） （股份代號：632） (1)更換公司秘書、授權代表 及法律程序文件代理人 以及委任首席財務官；及 (2)委任執行董事及董事會副主席 更換公司秘書、授權代表及法律程序文件代理人以及委任首席財務官 中港石油有限公司*（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事（「董 事」）會 （「董事會」）謹此宣佈，林文傑先生（「林先生」）已辭任本公司公司秘書（「公司秘書」） 職 務、終 止 根 據 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）證 券 上 市 規 則（「上市規則」） 第3.05條 擔 任 本 公 司 授 權 代 表（「授權代表」）以 及 根 據 香 港 法 例 第622章《公 司 條 例》 第16部及上市規則第19.05(2)條代表本公司於香港接受任何送達本公司的法律程 序 文 ...

Company Overview - 中港石油有限公司 acquired 100% of the natural gas oil field project in Utah, USA in 2010, located in the Uinta Basin, known for its historical significance in oil and gas operations and equipped with mature infrastructure [2] - The Utah natural gas field is a shale gas field with estimated proven and probable (2P) reserves of approximately 94,510.8 million cubic feet of natural gas and 906.9 thousand barrels of oil and condensate as of December 31, 2015 [2] - The company focuses on oil and gas exploration, extraction, and operation in the Utah natural gas field, emphasizing natural gas as a cleaner and cheaper energy source compared to coal and oil [2] Financial Performance - As of December 31, 2024, 中港石油 reported total revenue of 142 million yuan, a decrease of 5.18% year-on-year; net profit attributable to shareholders was -19.8932 million yuan, an increase of 31.33% year-on-year; gross margin was 1.42%, and debt-to-asset ratio was 19.76% [1] Market Performance - As of June 12, the Hang Seng Index fell by 1.36% to 24,035.38 points, while 中港石油's stock price rose by 12.12% to 0.74 HKD per share, with a trading volume of 10.3594 million shares and a turnover of 7.1872 million HKD, showing a volatility of 15.15% [1] - Over the past month, 中港石油 has seen a cumulative increase of 37.5%, and a year-to-date increase of 22.22%, outperforming the Hang Seng Index's increase of 21.47% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the oil and gas industry (TTM) is -3.55 times, with a median of 4.1 times; 中港石油's P/E ratio stands at -26.71 times, ranking 28th in the industry [1]

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 153,126,000, a decrease of 5.6% from HKD 161,497,000 in 2023[7] - The net loss for the year was HKD 21,482,000, improved from a loss of HKD 31,284,000 in the previous year, representing a reduction of 31.5%[7] - Basic and diluted loss per share for the year was HKD 2.55, compared to HKD 3.72 in 2023, indicating a 31.5% improvement[7] - Average return on equity decreased to -9.0% from -11.6% year-on-year, showing a slight recovery in performance[7] - Total debt decreased to HKD 15,794,000 from HKD 20,296,000, a reduction of 22.1%[7] - The total debt to equity ratio improved to 24.7% from 33.2%, indicating better financial stability[7] Business Strategy and Market Outlook - The company anticipates a cautious optimism regarding the recovery of the Chinese economy and its positive impact on domestic demand[11] - The company has adjusted its trading strategies and enhanced operational efficiency in response to challenges faced in the oil trading business[10] - The geopolitical landscape remains uncertain, impacting investment considerations and operational strategies in the Utah oil fields[11] - The company is committed to providing lasting value to stakeholders through strategic foresight and resilience in navigating global market complexities[11] - The company expects improvement in trade business due to the recovery of China's heavy industry and manufacturing, with anticipated domestic demand for crude oil and related products improving by 2025[31] - The company plans to explore new business opportunities in international trade of oil and related products, while seeking quality leasing and purchasing projects in the oil industry[31] Oil and Gas Operations - The company has no longer held any rights to the Utah oil and gas leases as of December 31, 2022, and is currently managing four wells under remaining leases, with one well successfully restored to production by the end of December 2024[26] - Oil and gas sales segment recorded revenue of approximately HKD 1,000 for the year, compared to none in the previous year, indicating a resumption of operations[26] - Revenue from the oil, petroleum-related, and other products trading segment was approximately HKD 153,100,000 for the year, down from HKD 161,500,000 in the previous year, impacted by rising operating costs and reduced production from refineries[24] - The company is actively seeking legal advice regarding the implications of the termination of leases by the Bureau of Land Management, which was attributed to a lack of production since 2020[27] - The company is reviewing its pricing policy to mitigate the negative impacts of price volatility in oil and gas sales, ensuring contracts include necessary price adjustment mechanisms based on market quotations[28] - The company is exploring cost-effective alternative third-party service providers to mitigate risks associated with capital investment and operational costs in the Utah oil and gas fields[29] Environmental, Social, and Governance (ESG) Initiatives - The group is actively preparing for energy transition and exploring decarbonization pathways in response to China's carbon peak and neutrality goals[54] - The group has set environmental targets since the year ending December 31, 2021, focusing on emissions reduction, waste management, and resource conservation[54] - The group continues to monitor foreign exchange risks, primarily conducting transactions in RMB and USD, with no significant foreign exchange volatility risk identified[42] - The group has established a climate change and environmental protection policy to actively identify, analyze, and manage climate-related issues[55] - The board is responsible for overseeing environmental, social, and governance (ESG) issues and assessing their impact on the overall strategy[56] - The group aims to integrate ESG principles into its business strategy and management system to promote responsible business operations[57] Employee and Workforce Management - The number of employees decreased to approximately 20 as of December 31, 2024, down from 27 in 2023[44] - The employee turnover rate increased to 34% in 2024 from 8% in 2023[103] - The turnover rate for male employees is 22% in 2024, while for female employees it is 41%[103] - The company has not reported any work-related fatalities or lost workdays due to injuries in the past three years[106] - Employee benefits include mandatory provident fund contributions and various paid leave types, including annual and maternity leave[102] - The company has implemented health and safety management measures to create a safe working environment[106] Training and Development - 2024年85%的员工参与了相关培训，较2023年减少了15%[109] - 男性员工的培训参与率为88%，女性员工为83%[109] - 高级管理层的培训参与率为92%，中级管理层为100%，一般员工仅为33%[109] - 2024年员工的平均培训时数为4.62小时，较2023年的5.52小时减少了16.3%[109] Supply Chain and Vendor Management - 本集团在2024年有五家主要供应商，均为提供现场支持的服务供应商[115] - 本集团已制定《供应商管理规定》，以管理供应商的选择程序[115] - 本集团关注供应商的企业责任表现，包括社会责任和环保工作[116] - 本集团已实施《反舞弊及反贪污政策》，以监控采购活动[116] Corporate Governance - The board consists of nine members, including four executive directors, two non-executive directors, and three independent non-executive directors, complying with listing rules[150] - The company held eleven board meetings in the fiscal year ending December 31, 2024[157] - The company has adopted the Standard Code for Securities Trading for its directors, ensuring compliance through confirmations from all directors[149] - The roles of the chairman and CEO have been separated to provide a balance of power, with the chairman focusing on strategic planning and the CEO on operations[155] Financial Management and Reporting - The company incurred audit fees of HKD 1,260,000 for statutory audit services and HKD 170,000 for non-audit services, totaling HKD 1,430,000 for the fiscal year ending December 31, 2024[177] - The company has established a dividend policy to ensure sufficient cash reserves for operational needs when declaring dividends[193] - The board of directors has the discretion to declare and distribute dividends, subject to organizational articles and applicable laws[193] Community Engagement - The group actively seeks opportunities to support local communities through various social participation and contributions[129] - The group has a community engagement program that outlines criteria for selecting suitable donation partners[128]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 153,126,000, a decrease of 5.6% from HKD 161,497,000 in 2023[4] - The gross profit for the same period was HKD 2,171,000, representing an increase of 43.8% compared to HKD 1,509,000 in 2023[4] - The company recorded a loss before tax of HKD 13,453,000, an improvement from a loss of HKD 36,179,000 in the previous year, indicating a reduction in losses by 62.9%[5] - The total comprehensive loss for the year was HKD 24,690,000, down from HKD 34,120,000 in 2023, reflecting a 27.5% improvement[5] - The group reported a net loss attributable to shareholders of HKD 21,482,000 for the year ending December 31, 2024, with total trade and other payables amounting to approximately HKD 50,213,000 due within the next twelve months[22] - The group only has HKD 13,511,000 in bank balances and cash, indicating significant uncertainty regarding its ability to continue as a going concern[22] - The group incurred a net loss of HKD 21,482 thousand in 2024, compared to a net loss of HKD 31,284 thousand in 2023, indicating an improvement of about 31.3%[31][34] - The basic and diluted loss per share for the fiscal year ending December 31, 2024, was HKD 2.55, compared to HKD 3.72 for the previous year, indicating a reduction of 31.5%[44] Asset and Liability Management - The company's net assets decreased to HKD 228,648,000 from HKD 253,338,000 in 2023, a decline of 9.8%[7] - Trade receivables decreased significantly to HKD 4,332,000 from HKD 17,448,000, a reduction of 75.2%[6] - Non-current assets increased to HKD 175,881,000 from HKD 151,246,000, a rise of 16.3%[6] - The total assets of the group decreased to HKD 284,961 thousand in 2024 from HKD 337,122 thousand in 2023, representing a decline of approximately 15.4%[32][34] - The group’s total liabilities amounted to HKD 56,313 thousand in 2024, a decrease from HKD 83,784 thousand in 2023, indicating a reduction of approximately 32.9%[32][34] - The total assets less current liabilities will be restated to HKD 255,955,000 as of December 31, 2023, reflecting a decrease of HKD 195,920,000[15] Revenue and Sales - The group reported a total revenue of HKD 153,126 thousand from oil and gas sales and trading of related products in 2024, compared to HKD 161,497 thousand in 2023, reflecting a decrease of approximately 5.5%[31] - The trading segment of the company recorded revenue of approximately HKD 153.1 million in the current year, a decrease from HKD 161.5 million in 2023[60] - The oil and natural gas sales segment generated revenue of approximately HKD 1,000 in the current year, compared to none in 2023[63] Impairment and Adjustments - The company recognized impairment losses of HKD 26,218 thousand on intangible assets in 2024, compared to HKD 20,879 thousand in 2023, reflecting an increase of approximately 25.5%[36] - The adjustments related to the impairment of property, plant, and equipment and intangible assets will affect the overall loss reported for the fiscal year ending December 31, 2023[15] - The intangible assets were adjusted to HKD 181,912,000 as of January 1, 2023, reflecting a write-off loss of HKD 169,885,000 and an impairment loss provision of HKD 12,027,000 for the year ended December 31, 2022[21] Operational Challenges and Future Plans - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming fiscal year[8] - The company is facing significant risks related to the termination of leases in Utah, which may impact its operational capabilities[64] - The company is collaborating with an oilfield service company to maintain production facilities for the remaining leases[63] - The company anticipates continued volatility in natural gas and oil prices due to global economic uncertainties and geopolitical tensions[66] - The company aims to explore potential investments in clean energy, waste-to-energy technologies, and renewable energy for long-term sustainable development[74] Taxation and Compliance - The total tax expense for the fiscal year ending December 31, 2024, was HKD 8,029,000, compared to a tax credit of HKD 4,895,000 for the previous year[42] - The estimated corporate income tax provision for subsidiaries operating in China was calculated at a preferential tax rate of 15%, amounting to HKD 1,311,000 for the fiscal year ending December 31, 2024[39] - The deferred tax liabilities recognized for unremitted earnings from subsidiaries in China amounted to HKD 80,963,000 for the fiscal year ending December 31, 2024, compared to HKD 79,295,000 for the previous year[40] Corporate Governance - The company has adopted high standards of corporate governance and has complied with relevant rules, with no significant deviations reported[89] - The company did not recommend a final dividend for the fiscal year ending December 31, 2024, consistent with the previous year where no dividend was declared[43]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 36,705,000, a decrease of 8.4% compared to HKD 39,952,000 in the same period of 2023[1] - The cost of sales for the same period was HKD 36,584,000, resulting in a gross profit of HKD 121,000, compared to HKD 492,000 in 2023, indicating a significant decline in profitability[1] - The pre-tax loss for the period was HKD 12,389,000, compared to a loss of HKD 7,610,000 in 2023, reflecting a worsening financial performance[1] - The total comprehensive loss for the period was HKD 14,942,000, up from HKD 12,343,000 in the same period last year, indicating increased financial strain[2] - Basic and diluted loss per share was HKD 1.47, compared to HKD 0.91 in the previous year, showing a deterioration in shareholder value[2] - The company reported a net loss attributable to shareholders of approximately HKD 12,389,000 for the first half of 2024, compared to a net loss of HKD 7,620,000 in the same period of 2023[33] - Revenue from the sale of oil and related products decreased by approximately 75% in the first half of 2024 compared to the first half of 2023[33] Expenses and Liabilities - The company incurred an administrative expense of HKD 12,458,000, which is a 53.5% increase from HKD 8,119,000 in the previous year[1] - The company recorded a total liability of HKD 85,979,000 as of June 30, 2024, compared to HKD 83,784,000 as of December 31, 2023, indicating a 2.5% increase in liabilities[18] - The company’s accrued expenses increased to HKD 7,235,000 as of June 30, 2024, compared to HKD 3,707,000 as of December 31, 2023[31] - The company’s contract liabilities rose to HKD 37,877,000 as of June 30, 2024, up from HKD 32,160,000 as of December 31, 2023[31] Assets and Equity - Non-current assets totaled HKD 150,317,000 as of June 30, 2024, slightly down from HKD 151,246,000 at the end of 2023[3] - The company's net assets decreased to HKD 238,396,000 from HKD 253,338,000, reflecting a decline in overall financial health[4] - As of December 31, 2022, the total equity attributable to the company's owners was HKD 286,443,000, a decrease from HKD 459,647,000 reported previously[9] - The company’s total reserves as of June 30, 2023, were HKD 105,724,000, a decrease from HKD 278,928,000 previously reported[9] Cash Flow and Liquidity - The company has a cash balance of HKD 40,285,000, indicating a significant liquidity risk as it faces upcoming financial obligations[11] - The group's cash and bank balances were approximately HKD 40,285,000 as of June 30, 2024, a significant increase from approximately HKD 1,252,000 as of December 31, 2023, primarily due to a reduction in prepayments[43] - The current ratio as of June 30, 2024, was 2.06, down from 2.29 as of December 31, 2023[43] Operational Strategy - The company plans to enhance operational efficiency through cost control measures to improve profitability and cash flow in the future[12] - The company is evaluating new financing arrangements to bolster its capital and support daily operations[12] - The strategic agenda includes improving cost efficiency while maintaining production growth, focusing on exploration quality management and strict cost control[41] Market and Economic Conditions - The company faces macroeconomic risks due to geopolitical instability, including the Russia-Ukraine war and US-China trade disputes, which may negatively impact oil and gas supply and downstream demand[36] - Oil prices fluctuated between $75.9 and $91.1 per barrel in the first half of 2024, while natural gas prices experienced significant volatility, impacting revenue and operational performance[39] Corporate Governance - The board of directors includes five executive directors and three non-executive directors, along with three independent non-executive directors[54] - The company is led by Chairman and CEO Yu Jiyuan[54] - The meeting emphasizes the importance of corporate governance and board oversight[54] - The focus is on maintaining transparency and accountability within the board[54]