Core Viewpoint - Tianlun Gas aims to become a leading green low-carbon energy supplier in China, achieving stable financial performance in 2024 with revenue of 7.781 billion yuan, a year-on-year increase of 0.7% [1] Financial Performance - The core profit for Tianlun Gas in 2024 was 434 million yuan, with a revenue decline of 3.3% in the first half of the year, followed by a 5% growth in the second half, indicating a return to growth [1] - The total revenue from gas sales reached 6.514 billion yuan, a year-on-year increase of 5.9%, accounting for 83.72% of the total revenue [6] Business Development - The company has focused on optimizing gas sources and expanding its customer base, resulting in a 6.5% increase in urban residential users to approximately 3.826 million [4] - The number of commercial users increased by 10.6% to about 51,817, contributing to a total pipeline gas user growth of 4.2% to approximately 5.838 million [5] Market Environment - The natural gas industry in China is expected to see a consumption increase of 7.8% in 2024, driven by strong economic growth, although challenges remain due to a sluggish real estate market [3] - The company has implemented strategies to mitigate the impact of market fluctuations, including optimizing gas sources and enhancing infrastructure [3][6] Growth Strategies - Tianlun Gas plans to enhance its core business by improving gas supply stability and operational efficiency, targeting high-value commercial users [12] - The company aims to boost its value-added services, projecting a growth rate of 10%-15% for these services in 2025 [13] Future Outlook - The company anticipates a retail gas volume growth of 4%-5% in 2025, with a projected increase in gas sales margin to 0.48-0.50 yuan per cubic meter [13] - Tianlun Gas's current market valuation is significantly undervalued at a PB ratio of 0.41, compared to a historical average of 1.9, indicating potential for long-term investment returns [14]

Revenue and Profitability - Total revenue for the year ended December 31, 2024, was RMB 7.781 billion, remaining flat compared to the previous year[5] - Revenue for the year ended December 31, 2024, was RMB 7,780,765 thousand, a slight increase from RMB 7,725,448 thousand in 2023, representing a growth of approximately 0.72%[12] - Gas sales revenue increased by 5.9% to RMB 6.514 billion, while value-added business revenue grew by 14.3% to RMB 424 million[5] - The revenue from gas retail business was RMB 5.042 billion, a decrease of 1.5% from RMB 5.120 billion in the previous year[48] - The revenue from gas wholesale business increased by 43.0% to RMB 1.471 billion, up from RMB 1.029 billion in the previous year[49] - The revenue from engineering installation and services was RMB 784 million, down 25.0% from RMB 1.045 billion in the previous year[50] - Core profit amounted to RMB 434 million, with a proposed final dividend of RMB 0.0979 per share, resulting in a total dividend of RMB 0.1458 per share for 2024, representing a payout ratio of 33.0% of core profit[5] - Operating profit for 2024 was RMB 873,536 thousand, down from RMB 1,037,692 thousand in 2023, indicating a decrease of approximately 15.8%[12] - Net profit attributable to the owners of the company was RMB 300,994 thousand in 2024, compared to RMB 479,562 thousand in 2023, a decline of around 37.24%[12] - Total comprehensive income for the year was RMB 319,509 thousand, down from RMB 492,777 thousand in 2023, reflecting a decrease of about 35.06%[15] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 15,910,053 thousand, a slight increase from RMB 15,690,524 thousand in 2023[17] - Total liabilities rose to RMB 9,647,570 thousand in 2024 from RMB 9,578,703 thousand in 2023, an increase of about 0.72%[17] - Cash and cash equivalents increased to RMB 1,103,037 thousand in 2024 from RMB 964,310 thousand in 2023, representing a growth of approximately 14.39%[16] - The total amount of accounts receivable as of December 31, 2024, was RMB 611,042,000, an increase from RMB 550,416,000 in 2023[39] - The company reported a decrease in accounts payable from RMB 980.052 million in 2023 to RMB 907.982 million in 2024[43] - The total borrowings of the group as of December 31, 2024, were RMB 6.992 billion, with 62.9% classified as non-current liabilities[59] - The debt-to-asset ratio as of December 31, 2024, was 60.6%[59] Operational Performance - Total gas sales volume rose by 7.2% to 2.235 billion cubic meters[5] - The cumulative number of gas pipeline users reached 5,837,793, representing a growth of 4.2% year-on-year[46] - The number of installed gas pipeline users decreased by 15.5% to 258,293, with a significant drop in rural residential users by 100%[46] - The group reported a total segment profit of RMB 1,049,289,000, with the gas retail segment contributing RMB 384,705,000[30] - The group incurred a net financial asset and contract asset impairment loss of RMB 62,445,000[30] - The group recognized a goodwill impairment provision of RMB 43,751,000[30] Strategic Initiatives - The company aims to enhance gas supply stability and safety through optimized gas source management and improved infrastructure construction[8] - The strategy includes deepening market analysis to expand high-value customer segments and implementing differentiated marketing strategies[8] - The company plans to leverage big data analysis to identify user habits and potential needs, offering personalized value-added services[9] - Future initiatives will focus on urban renewal and upgrading old infrastructure to enhance safety and operational efficiency in gas supply[10] - The company emphasizes the importance of service quality and aims to build a robust after-sales service system to increase user trust and loyalty[9] - The company is committed to green development and aligning with national energy strategies to ensure sustainable growth[10] Financial Metrics - Basic and diluted earnings per share decreased to RMB 0.31 in 2024 from RMB 0.49 in 2023, a drop of approximately 36.73%[12] - The group reported a net profit of RMB 324,509,000[30] - For the year ended December 31, 2024, the group reported a net profit of RMB 325 million, a decrease of 35.8% compared to the same period last year[55] - The net profit attributable to the owners of the company for the year ended December 31, 2024, was RMB 301 million, down 37.2% year-on-year[56] - The group's net financial expenses for the year ended December 31, 2024, amounted to RMB 387 million, an increase of RMB 5 million compared to the previous year[54] - The corporate income tax rate applicable to the company’s subsidiaries in China remains at 25% for both 2023 and 2024[34] Costs and Expenses - The company incurred a total cost of sales, distribution costs, and administrative expenses of RMB 6,782,379,000 for the year ended December 31, 2024, compared to RMB 6,598,233,000 in 2023, reflecting an increase of approximately 2.8%[32] - The company recognized other income of RMB 15,349,000 for the year ended December 31, 2024, down from RMB 21,445,000 in 2023[32] - The company’s deferred tax expense for the year ended December 31, 2024, was RMB (30,955,000), compared to RMB 4,917,000 in 2023, indicating a significant change in tax position[35] - The group's financing cost for the year ended December 31, 2024, was RMB 403 million[60] - The group proposed a final dividend of RMB 0.0979 per share, totaling RMB 0.1458 per share including the interim dividend[63] - The group’s capital expenditure for the year ended December 31, 2024, was RMB 317 million, primarily for enhancing the urban gas business[57]

Natural Gas Industry Performance - For the six months ended June 30, 2024, the national natural gas consumption reached 210.8 billion cubic meters, an increase of 8.7% year-on-year[5]. - Natural gas production stood at 123.5 billion cubic meters, up 4.4% year-on-year[5]. - Natural gas imports were 90.2 billion cubic meters, reflecting a year-on-year increase of 14.8%[5]. - The ongoing energy transformation in China provides new opportunities for the development of natural gas[7]. - The natural gas industry is expected to continue enhancing supply security and market system improvements[7]. Financial Performance - The Group's revenue for the six months ended June 30, 2024, was RMB3,835 million, a decrease of 3.3% compared to RMB3,967 million for the same period last year[17]. - Gross profit for the same period was RMB543 million, representing a year-on-year decrease of 12.7% from RMB622 million, with an overall gross profit margin of 14.2%[17]. - Profit attributable to owners of the Company was RMB132 million, down 29.2% from RMB187 million in the previous year[17]. - Basic earnings per share decreased to RMB0.14, a decline of 26.3% compared to RMB0.19 for the same period last year[17]. - The Group's profit for the Period amounted to RMB143 million, representing a decrease of 27.4% from RMB198 million in the same period last year[35]. Customer and Revenue Insights - The total number of new pipeline gas customers added was 130,092, a decrease of 12.6% from 148,894 in the previous year[17]. - Revenue from value-added services reached RMB181 million, an increase of 18.4% compared to RMB153 million for the same period last year[15]. - Revenue from the gas retail business was RMB2,587 million, remaining flat compared to the same period last year[24]. - Revenue from the gas wholesale business increased by 3.2% to RMB641 million from RMB621 million in the previous year[25]. - Revenue from engineering construction services decreased by 31.6% to RMB387 million from RMB566 million in the previous year[23]. Capital Expenditure and Financial Position - The Group incurred capital expenditure of RMB147 million for the six months ended June 30, 2024, aimed at improving city gas and long-haul pipeline businesses[37]. - The Group's total borrowings as of June 30, 2024, were RMB7,602 million, with a gearing ratio of 61.9%[38]. - The Group held cash and cash equivalents of RMB1,265 million as of June 30, 2024, to support project expansion and business acquisition needs[38]. - The Group's interest expense on borrowings was RMB199 million, representing a decrease of 1.9% compared to the same period last year[40]. - The total assets of the company reached RMB 44,760,668 as of June 30, 2024, up from RMB 42,073,660 as of December 31, 2023, reflecting a growth of 6.4%[162]. Shareholder Information and Dividends - The Group declared an interim dividend of RMB 4.79 cents per share for the six months ended 30 June 2024[94]. - The total interim dividend recommended for the six months ended June 30, 2024, is RMB47,032,000 (RMB4.79 cents per share), down from RMB66,965,000 (RMB6.82 cents per share) for the same period in 2023, a decrease of approximately 30%[195]. - The Company will close its register of members from 28 October 2024 to 31 October 2024 to determine entitlement to the interim dividend[95]. Corporate Governance and Compliance - The Company has complied with the Corporate Governance Code during the reporting period[99]. - The Audit Committee reviewed the unaudited consolidated financial statements for the reporting period[100]. Strategic Initiatives and Future Outlook - The company aims to accelerate the transformation towards cleaner, lower carbon, and distributed energy services[9]. - The company is committed to aligning with China's long-term goals of carbon peaking and carbon neutrality, enhancing its renewable energy initiatives[55]. - The company aims to strengthen its sustainable business system to seize opportunities and improve profitability in the face of complex market conditions[56]. - The company is committed to fulfilling its social responsibilities, serving as a leader in ensuring public welfare and contributing to ecological civilization and rural revitalization[60]. Employee and Management Information - The Group employed 3,060 employees as of June 30, 2024, with a training coverage rate of 100%[41]. - The company continues to strengthen its internal management mechanisms and enhance safety levels through digital technology[57].

Financial Performance - Revenue was RMB 3.835 billion, a decrease of 3.3% from RMB 3.967 billion in the same period last year[3]. - Core profit for the half-year was RMB 157 million, down 29.7% from RMB 223 million in the same period last year; excluding the impact of the gasification rural business, core profit was RMB 167 million, a decrease of 24.6%[2]. - Net profit attributable to the company’s owners was RMB 132 million, down from RMB 187 million in the same period last year[4]. - Basic and diluted earnings per share were both RMB 0.14, compared to RMB 0.19 in the same period last year[4]. - The group’s net profit attributable to the owners was RMB 132 million, a decline of 29.2% compared to RMB 187 million in the same period last year[51]. - Gross profit for the same period was RMB 543,347 thousand, down 12.7% from RMB 622,106 thousand year-on-year[42]. Sales and Revenue Breakdown - Total gas sales volume reached 1.10 billion cubic meters, a slight increase of 1.7% compared to 1.08 billion cubic meters in the same period last year[2]. - Revenue from external customers for the retail business was RMB 2,587,049,000, while wholesale business revenue was RMB 640,964,000, and engineering installation and services revenue was RMB 386,994,000[12]. - The profit from the retail segment was RMB 158,259,000, while the wholesale segment reported a profit of RMB 18,143,000, and the engineering installation and services segment reported a profit of RMB 165,615,000[12]. - The company added 130,092 new pipeline gas users, a decrease of 12.6% compared to 148,894 in the same period last year[42]. - The total number of pipeline gas users reached 5,730,017, an increase of 5.3% from 5,443,209 users year-on-year[42]. - Natural gas sales volume was 110,020 million cubic meters, reflecting a growth of 1.7% from 108,215 million cubic meters in the previous year[42]. - The company reported a retail gas sales volume of 87,781 million cubic meters, a slight increase of 0.7% compared to 87,180 million cubic meters last year[42]. Assets and Liabilities - Total assets increased to RMB 16.105 billion from RMB 15.691 billion at the end of the previous year[5]. - Total liabilities increased to RMB 9.970 billion from RMB 9.579 billion at the end of the previous year[6]. - The company's total borrowings as of June 30, 2024, amounted to RMB 7,601,670,000, an increase from RMB 6,801,454,000 as of December 31, 2023, representing a growth of 11.8%[32]. - The total accounts payable decreased from RMB 980,052,000 as of December 31, 2023, to RMB 723,618,000 as of June 30, 2024, a reduction of 26.1%[35]. - The total liabilities related to deferred income tax decreased from RMB 745,495,000 as of December 31, 2023, to RMB 715,543,000 as of June 30, 2024, a decrease of 4.0%[34]. Dividends and Shareholder Information - The board declared an interim dividend of RMB 0.0479 per share[2]. - The proposed interim dividend for the six months ended June 30, 2024, is RMB 47,032,000, translating to RMB 0.0479 per share, down from RMB 66,965,000 and RMB 0.0682 per share for the same period in 2023[37]. - The interim dividend will be distributed in HKD on November 29, 2024, to shareholders registered by October 31, 2024[55]. - The company will suspend share transfer registration from October 28, 2024, to October 31, 2024, to determine eligibility for the interim dividend[56]. Operational Highlights - The company aims to enhance supply security and promote the integration of natural gas with new energy sources in line with national energy strategies[40]. - The company continues to focus on high-quality development and the transition towards cleaner and low-carbon energy solutions[41]. - The company aims to enhance operational capabilities and maintain profitability amidst changing market conditions, focusing on safety and digital technology in gas operations[53]. Other Financial Metrics - The company incurred a net foreign exchange loss of RMB 27,821,000 for the six months ended June 30, 2024, compared to a loss of RMB 119,034,000 in the same period of 2023[15]. - The cost of raw materials and consumables used was RMB 2,955,831,000, an increase from RMB 2,861,377,000 in the previous year[16]. - Depreciation of property, plant, and equipment was RMB 104,228,000, slightly up from RMB 101,311,000 in the previous year[16]. - The income tax expense for the six months ended June 30, 2024, was RMB 67,709 thousand, a decrease of 16% compared to RMB 80,579 thousand for the same period in 2023[17]. - The net financial expenses for the six months ended June 30, 2024, amounted to RMB 193,349 thousand, a decrease of 2% from RMB 196,719 thousand in the same period of 2023[18].

Unutilized Funds - The company has approximately HKD 251 million of unutilized funds from the previous placement, expected to be utilized by December 31, 2023[3] - Due to changes in photovoltaic industry policies, the utilization of unutilized funds has been delayed, with approximately HKD 117 million now expected to be utilized by December 31, 2025[3] - The remaining unutilized funds amount to approximately HKD 109 million, which the board plans to reallocate for general working capital purposes[4] Photovoltaic Business Strategy - The company is actively advancing existing rooftop photovoltaic projects while seeking new opportunities, but plans to adjust its development strategy based on industry policies and market conditions[4] - The board believes that the adjustment in the photovoltaic business development strategy will not have a significant adverse impact on the group's existing operations and financial condition[4]

Company Locations and Offices - The company's registered office is located in the Cayman Islands at Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108[11][12] - The company's principal place of business in Hong Kong is at Unit 4601-02, 46/F, The Center, 99 Queen's Road Central, Central, Hong Kong[7][9] - The company's headquarters in China is located at 4th Floor, Tian Lun Group Building, No.6 Huang He East Road, Zheng Dong Xin District, Zhengzhou City, Henan Province, the PRC[7][15] - The company's Hong Kong branch share registrar and transfer office is Computershare Hong Kong Investor Services Limited, located at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong[14] - The company's Cayman Islands share transfer office is Ocorian Trust (Cayman) Ltd, located at Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands[13] Financial Performance - Total revenue increased from RMB 7,542,859,000 in 2022 to RMB 7,725,448,000 in 2023[27] - Net profit for the year rose from RMB 469,272,000 in 2022 to RMB 506,277,000 in 2023[27] - Gross profit margin improved slightly from 18.5% in 2022 to 18.8% in 2023[28] - Net profit margin increased from 6.2% in 2022 to 6.6% in 2023[28] - Assets gearing ratio decreased from 63.5% in 2022 to 61.0% in 2023[28] - Operating revenue for 2023 reached RMB7,725 million, a slight increase of 2.4% year-on-year[41] - Gross profit grew by 4.3% to RMB1,453 million in 2023[63] - Net profit increased by 4.9% to RMB1,169 million in 2023[63] - Urban gas business net profit rose by 21.1% to RMB1,136 million in 2023[63] - The Group's gross profit for 2023 was RMB1,453 million, a 4.3% increase from the previous year[66] - The urban gas business segment profit increased by 21.1% to RMB1,136 million in 2023[66] - The Group's net profit for 2023 was RMB506 million, a 7.9% increase year-on-year[68][71] - Core profit from the urban gas business rose 18.9% to RMB558 million in 2023[71] Gas Sales and Revenue Structure - Retail gas sales volume in 2023 was 166,835,000 cubic meters, showing a recovery from the previous year's 121,774,000 cubic meters[21] - Gas sales structure: residential users accounted for 26.5%, industrial and commercial users 52.5%, transportation users 4.5%, and wholesale business 16.5% of total gas sales volume[22] - Revenue from gas sales: residential users contributed 20.9%, industrial and commercial users 56.7%, transportation users 5.7%, and wholesale business 16.7% of total revenue[25] - Revenue structure: retail gas sales accounted for 66.3%, wholesale gas sales 13.3%, engineering construction services 13.5%, and other operations 6.9% of total revenue in 2023[29] - Retail sales volume of natural gas in 2023 was 1,741 million m³, up 4.5% compared to the previous year[44] - Revenue from gas retail business rose by 4.4% to RMB5,120 million in 2023[55] - Revenue from gas wholesale business surged by 24.5% to RMB1,029 million in 2023[57] - Engineering construction services revenue decreased by 25.8% to RMB1,045 million in 2023[61] - Revenue from other businesses increased by 32.0% to RMB532 million in 2023[65] Strategic Goals and Initiatives - Tian Lun Gas focused on residential gas safety and implemented the "National Urban Gas Safety Special Rectification Work Plan" in August 2023[31] - The company aims to become China's first-class green low-carbon energy supplier and service provider by transitioning from "gas" to "energy"[31] - Industrial and commercial gas consumption is expected to have significant growth potential, driven by economic recovery and the "dual carbon" goal[34] - Tian Lun Gas will promote the "bottled-to-piped-gas" policy and enhance urban gas pipeline coverage in old communities and urban villages[34] - The company plans to strengthen natural gas source security and improve urban gas pipeline network interconnection[34] - Tian Lun Gas will develop renewable energy, starting with household photovoltaics, and expand comprehensive energy services[35] - In 2024, the company will focus on rectifying household gas and old pipeline networks to enhance urban gas safety[36] - Tian Lun Gas will continue aging urban gas pipeline renovation and modification to ensure safe operation[37] - The Group plans to transition from gas supply to comprehensive clean energy business, leveraging the "dual carbon" strategy[48] User and Market Expansion - The Group added over 280,000 new urban gas residential users in 2023, bringing the total to 5.55 million[45] - The Group operates 69 urban gas projects across China, serving over 5.55 million households and 40,000 industrial and commercial users[40] - The Group’s operating area covers 16 provinces in China, with a total of over 5.59 million users, including 3 million in Henan Province[47] - Total pipeline gas users increased by 5.8% to 5,599,925 in 2023[53] - Natural gas sales volume grew by 9.1% to 2,085,280,000 m³ in 2023[53] Financial and Operational Risks - The Group may be exposed to financial risks including foreign currency risk, interest rate risk, and liquidity risk[122] - The Group's performance is subject to factors such as overall market and economic conditions, and the performance of property, industry, and commerce markets[126] - The Group's total borrowings as of 31 December 2023 were RMB6,801 million, with 43.3% in foreign currencies[75][76] - Finance expenses for 2023 increased by RMB68 million to RMB382 million[70] - Other losses decreased by RMB61 million to RMB44 million in 2023 due to exchange losses[67][69] Shareholder and Dividend Information - The company's stock code is 01600[17] - The Board recommended a final dividend of RMB10.82 cents per share for the year ended 31 December 2023, with a total dividend of RMB17.64 cents per share including the interim dividend[85] - The final dividend will be paid in Hong Kong dollars on or about 21 June 2024, subject to shareholder approval[87] - The register of members will be closed from 4 June 2024 to 7 June 2024 to determine shareholders' entitlement to the proposed final dividend[88] - The company's distributable reserves as of 31 December 2023 were RMB81,317,000[142][143] - The company recommended a final dividend of RMB10.82 cents per share for the year ended 31 December 2023, with a total dividend of RMB17.64 cents per share including the interim dividend[139][140] - The final dividend will be paid in Hong Kong dollars on or about 21 June 2024, subject to shareholder approval[141] Corporate Governance and Compliance - The company's auditor is KPMG, located at 8th Floor, Prince's Building, 10 Chater Road, Central, Hong Kong[10] - The company's legal adviser is Loong & Yeung, located at Room 1603, 16/F, China Building, 29 Queen's Road Central, Central, Hong Kong[16] - The company's principal bankers include China Construction Bank Corporation, Bank of China Limited, and The Hongkong and Shanghai Banking Corporation Limited[17] - The company's investor relations contact information includes telephone: 86 371 6370 7151, fax: 86 371 6397 9930, email: ir@tianlungas.com, and website: www.tianlungas.com[15][18] - The Audit Committee reviewed and discussed the annual consolidated results and financial statements for the year ended 31 December 2023[92] - The consolidated financial statements were audited by KPMG, which issued an unqualified opinion[93] - The company has complied with all code provisions of the Corporate Governance Code during the year ended 31 December 2023[195] - The company has maintained directors and senior management liability insurance policies, reviewed annually[147] - No significant contracts involving directors' material interests were entered into during the year[148][149] - The company confirmed the independence of its independent non-executive directors for the year[152][153] - Directors and senior management receive compensation in the form of fees, salaries, allowances, benefits in kind, or performance-based bonuses[154][155] - Details of directors' remuneration and the five highest-paid individuals are provided in Notes 38 and 9 of the consolidated financial statements[156] Share Ownership and Transactions - Mr. Zhang Yingcen holds 555,899,300 shares, representing 56.62% of the company's total issued share capital[158] - Mr. Zhang Daoyuan jointly holds 471,171,300 shares, representing 47.99% of the company's total issued share capital[158] - Mr. Xian Zhenyuan beneficially owns 9,000,000 shares, representing 0.92% of the company's total issued share capital[158] - Ms. Li Tao beneficially owns 3,000,000 shares, representing 0.31% of the company's total issued share capital[158] - Mr. Zhang Yingcen's spouse holds 5,722,500 shares, representing 0.58% of the company's total issued share capital[158] - Mr. Xian Zhenyuan's controlled corporation, Pleasant New Limited, holds 12,829,500 shares, representing 1.31% of the company's total issued share capital[158] - Gold Shine Development Limited, through its subsidiary Tian Lun Group Limited, holds 471,171,300 shares[159] - Mr. Zhang Yingcen wholly owns Chequers Development Limited, which holds 63,728,000 shares[159] - Mr. Zhang Yingcen wholly owns Kind Edge Limited, which holds 21,000,000 shares[159] - Tian Lun Group Limited holds 471,171,300 shares, representing 47.99% of the total shares[165] - Gold Shine Development Limited owns 60% of Tian Lun Group Limited, effectively controlling 471,171,300 shares[167] - Mr. Zhang owns 63,728,000 shares through Chequers Development Limited, representing 6.49% of the total shares[168] - Ms. Sun holds 5,722,500 shares individually and is deemed to have an interest in 555,899,300 shares through her spouse, representing 0.58% and 56.62% respectively[169] - Zhuhai Port Co., Ltd. holds 120,000,000 shares, representing 12.22% of the total shares[165] - Mr. Koo Yuen Kim holds 69,280,759 shares, representing 7.06% of the total shares[165] - The Share Option Scheme allows the company to issue options up to 10% of the total shares in issue as of the approval date[172] - The total number of shares available for issue under the New Scheme is 100,361,510, representing 10.22% of the Company's issued share capital[173] - The maximum number of shares that can be issued upon exercise of options under the New Scheme in any 12-month period must not exceed 1% of the issued shares[173] - The Share Award Scheme has a remaining life of approximately 8 years, valid until the 10th anniversary of the Adoption Date[177] - As of the report date, 12,817,500 shares were acquired by an independent trustee for the Share Award Scheme[177] - The total number of shares available for issue under the Share Award Scheme is 36,276,755, representing 3.69% of the Company's issued share capital[177] - The company repurchased 880,500 shares in January 2023 at a total cost of HK$3,654,792.11, with the highest price per share at HK$4.42 and the lowest at HK$3.80[186] - The repurchased shares in January 2023 were subsequently cancelled in April 2023[187] - The company's public float is not less than 25% as of the date of the annual report, in compliance with the Listing Rules[190] Environmental and Social Responsibility - The Group distributed a total of 2,802 million m³ of natural gas in 2023, helping reduce emissions from approximately 4.67 million tons of coal[130] - The Group has adopted relevant environmental protection standards and formulated occupational health and environmental protection measures[129] - The Group has in place health and safety systems and measures, and organises induction and on-the-job trainings on a regular basis[133] - The Group has developed a customer service guidebook and customer complaint management measures to improve customer satisfaction[136] - The Group has been in compliance with relevant laws and regulations in the PRC and Hong Kong, such as the Environmental Protection Law and the Labour Law[137] Management and Board Changes - Ms. Qin Ling resigned as general manager and executive director on March 16, 2023[97] - Ms. Qin Ling served as vice president of Tus Environmental Science and Technology Development Co., Ltd from April 2019 to May 2021[98] - Mr. Liu Jin, aged 53, resigned as an independent non-executive Director of the company on 2 June 2023[105] - Ms. Zhao Jun, aged 61, resigned as an independent non-executive Director of the company on 2 June 2023[107] - Mr. Zhang Daoyuan, aged 37, was appointed as a non-executive Director of the company on 2 June 2023[103] - Mr. Lei Chunyong, aged 46, was appointed as an independent non-executive Director on 2 June 2023, with over 20 years of experience in accounting and auditing, currently a partner at Zhongxingcai Guanghua Certified Public Accountants LLP[110] - Ms. Zhou Lin, aged 46, was appointed as an independent non-executive Director on 2 June 2023, currently an associate professor at Henan University of Economics and Law, specializing in management accounting fields such as strategic maps and budget management[111] - Mr. Xu Weidong, aged 54, is a deputy general manager responsible for the Group's New Energy Business Division, with 32 years of experience in gas enterprise management[112] - Mr. Zhang Linxiong, aged 56, is the Chairman of Baiyin Region, Huzhu, and Datong Region, with 34 years of experience in gas enterprise management[112] - Mr. Tam Tak Kei Raymond, aged 61, is the company secretary, with extensive experience as an independent non-executive director and company secretary for various listed companies[113][114] Auditor and Financial Statements - PricewaterhouseCoopers resigned as the company's auditor on 10 November 2023, and KPMG was appointed as the new auditor effective from 28 November 2023[193] - Details of the company's property, plant, and equipment are provided in Note 14 of the consolidated financial statements[144] - Bank borrowings details are outlined in Note 29 of the consolidated financial statements[146] - A summary of the annual results of the Group for the last five financial years is set out on the last page of the report[138] Customer and Supplier Relationships - Sales to the five largest customers accounted for 15.1% of the Group's turnover in 2023, with the largest customer contributing 6.1%[184] - Purchases from the five largest suppliers accounted for 39.6% of the Group's purchases in 2023, with the largest supplier contributing 12.8%[184] - The Group has established long-term good cooperation with many suppliers and assesses successful bidders on a half-yearly basis[136] Capital Expenditure and Investments - Capital expenditure for 2023 was RMB328 million, with RMB323 million allocated to urban gas business improvements[73][74] - The Group held cash and cash equivalents of RMB964 million as of 31 December 2023[74] - No material acquisitions, disposals, or significant investments were made by the Group during the year ended 31 December 2023[180] Share Issuance and Proceeds - Tian Lun Group Limited subscribed 50,000,000 shares at HK$8.40 per share, representing 4.95% of the company's enlarged issued share capital[80] - The net proceeds from the Subscription amounted to approximately HK$414 million, with a net price of HK$8.28 per Placing Share[81] - As of 31 December 2023, the Group utilized HK$297 million of the proceeds, representing 71.7% of the net proceeds, with HK$117 million remaining unutilized[82] - The proceeds were allocated as follows: HK$290 million for Rooftop Photovoltaics Projects, HK$83 million for Clean Energy Heating Services Projects, and HK$41 million for General Working Capital[83] Legal and Compliance - The Group had no material contingent liabilities as of 31 December 2023[84] - The company has been in compliance with relevant laws and regulations in the PRC and Hong Kong, such as the Environmental Protection Law and the Labour Law[137] Management Experience and Background - Mr. Zhang Yingcen has over 27 years of management experience, including 22 years in gas enterprise management[95] - Mr. Xian Zhenyuan has 20 years of experience in gas enterprise management and joined the company in 2003[96] - Mr. Liu Min has extensive experience in clean energy industry, financial management, and project development[99] - Mr. Liu Min served as executive director and deputy chairman of Hanergy Thin Film Power Group Limited from May 1999 to September 2015[99] - Ms. Li Tao joined the company in April 2011 and is responsible for financial

Investment Rating - The report has downgraded the investment rating of the company to "Neutral" from "Buy" [3][11]. Core Views - The company's FY23 net profit increased by 7.9% year-on-year to 480 million RMB, but this was 27.1% lower than the forecast of 660 million RMB due to lower-than-expected retail gas sales and higher financial costs [2][3]. - The company has provided cautious guidance for FY24, expecting retail gas sales to grow by 5%-6% and adding 280,000-300,000 new residential users [3][4]. - The target price has been adjusted down from HKD 6.12 to HKD 5.05, reflecting a reasonable valuation given the recent stock price increase of 28.2% over the past three months [3][11]. Summary by Sections Financial Performance - FY23 revenue was 7.725 billion RMB, with a retail gas sales volume growth of 4.5%, below the company's guidance of 6%-8% [2][3]. - Wholesale gas sales increased by 40.2%, also below the forecast of 45% [2][3]. - Financial costs rose by 20.4% to 391 million RMB due to increased borrowing rates, exceeding the forecast of 310 million RMB [2][3]. FY24 Guidance - The company expects retail gas sales to grow by 5%-6% and aims to add 280,000-300,000 new residential users [3][4]. - The report anticipates a more conservative estimate of a 4.4% increase in retail gas sales and 222,000 new residential users for FY24 [3]. Profit Forecast Adjustments - The net profit forecasts for FY24 and FY25 have been reduced by 32.1% and 36.2% to 540 million RMB and 600 million RMB, respectively [3][4]. - The report indicates a projected increase in net profit of 11.9% and 12.6% for FY24 and FY25 [3][4]. Valuation Metrics - The adjusted target price corresponds to an 8.5 times FY24 price-to-earnings ratio, indicating limited upside potential from the current price [3][4]. - The report highlights that the current stock price reflects a reasonable valuation after a significant increase in the past three months [3][4].

Revenue and Profitability - Revenue for the year ended December 31, 2023, was RMB 7.725 billion, a slight increase of 2.4% from RMB 7.543 billion in the same period last year[2]. - The company achieved a net profit of RMB 506.3 million for the year, compared to RMB 469.3 million in the previous year, marking an increase of 7.9%[10]. - The company’s gross profit was RMB 1.453 billion, up from RMB 1.393 billion in the previous year[10]. - Operating profit for the year was RMB 1,037,692 thousand, compared to RMB 936,808 thousand in 2022, indicating an increase of about 10.8%[25][26]. - The net profit for the year ended December 31, 2023, was RMB 506,277 thousand, up from RMB 469,272 thousand in 2022, reflecting a growth of approximately 7.9%[25][26]. - The gas retail business generated revenue of RMB 5.120 billion, an increase of 4.4% year-on-year, with industrial and commercial user gas sales revenue reaching RMB 3.481 billion, up 4.8%[46]. - The gas wholesale business revenue was RMB 1.029 billion, reflecting a significant growth of 24.5% compared to RMB 826 million in the previous year[47]. User Growth and Market Presence - The company added over 280,000 residential users during the year[2]. - Retail gas sales volume reached 1.741 billion cubic meters, up 4.5% from 1.666 billion cubic meters in the previous year[2]. - Cumulative pipeline gas users reached 5,599,925, marking a growth of 5.8% year-on-year[44]. - The company added 305,610 new pipeline gas users, a decrease of 14.1% from the previous year, with residential users in towns dropping by 75.8%[44]. - As of December 31, 2023, the group operates 69 city gas projects, serving over 5.55 million urban and rural households and more than 40,000 industrial and commercial users[6]. Financial Position and Liabilities - Total assets decreased to RMB 15.691 billion from RMB 15.959 billion year-on-year[13]. - Total liabilities as of December 31, 2023, amounted to RMB 9,578,703, a decrease from RMB 10,136,064 in the previous year, reflecting a reduction of approximately 5.5%[15]. - The group’s total equity decreased by approximately 1.7% year-over-year, indicating a need for strategic financial management[15]. - The group’s borrowings rose to RMB 3,687,581, compared to RMB 2,915,286 in the previous year, marking an increase of approximately 26.4%[15]. - The group’s current liabilities, including accounts payable and other payables, increased to RMB 980,052 from RMB 1,161,991, showing a significant rise of approximately 20%[15]. Dividends and Shareholder Returns - The proposed final dividend for 2023 is RMB 0.1082 per share, with a total dividend of RMB 0.1764 per share for the year[2]. - The proposed final dividend for the year ended December 31, 2023, is RMB 0.1082 per share, totaling approximately RMB 106,240,000, compared to RMB 0.11 per share in 2022, which amounted to RMB 105,336,000[42]. - The board proposed a final dividend of RMB 10.82 per share, totaling RMB 17.64 per share for the fiscal year ending December 31, 2023, including an interim dividend[58]. Strategic Initiatives and Future Outlook - The company aims to enhance gas supply capacity and promote the transformation from "gas" to "energy" services, focusing on renewable energy and comprehensive energy services[4]. - The company is committed to expanding its low-carbon energy business in response to the national "dual carbon" strategy and the "3060" goals[6]. - The company plans to leverage opportunities from the national "carbon peak and carbon neutrality" strategy to transition towards comprehensive clean energy services[9]. - The company plans to strengthen safety management and risk assessment in gas supply, ensuring the safety of urban gas operations[4]. Financial Reporting and Compliance - The group has adopted several new accounting standards, including HKFRS 17 on insurance contracts, which may impact future financial reporting[19]. - The group’s financial statements are prepared based on historical cost, with adjustments for fair value measurements, ensuring compliance with applicable financial reporting standards[18]. - KPMG has confirmed that the figures in the preliminary results announcement are consistent with the audited financial statements for the year ending December 31, 2023[62]. - The annual report for the fiscal year ending December 31, 2023, will be published on the Hong Kong Stock Exchange and the company's website[63].

Natural Gas Production and Consumption - For the six months ended June 30, 2023, the Group's natural gas production reached 115.5 billion m³, representing a year-on-year increase of 5.4%[7] - The apparent natural gas consumption in China amounted to 194.9 billion m³, reflecting a year-on-year growth of 6.7%[7] - The first half of 2023 saw a stable growth in both natural gas production and imports, indicating a rebound in the domestic natural gas market[7] - The company anticipates a stable and positive trend in natural gas demand due to socio-economic recovery and favorable energy policies in the second half of 2023[50] Financial Performance - Revenue for the first half of 2023 reached RMB 3,966,651, an increase of 5.9% compared to RMB 3,744,711 in the same period of 2022[13] - Gross profit attributable to owners was RMB 622,106, reflecting a 2.7% increase from RMB 605,712 year-on-year[13] - Basic earnings per share rose to RMB 0.19, up 11.8% from RMB 0.17 in the previous year[13] - Profit attributable to owners of the Company was RMB 187 million, marking a year-on-year increase of 9.1% compared to RMB 171 million for the same period last year[30] - The profit for the period ended June 30, 2023, was RMB 186,651, compared to RMB 171,111 for the same period in 2022, reflecting an increase of 9.1%[105] - The total comprehensive income for the six months ended June 30, 2023, was RMB 197,630, compared to RMB 186,279 for the same period in 2022, showing a growth of 6.8%[105] Revenue Breakdown - Retail business revenue increased by 6.7% to RMB 2,581 million from RMB 2,420 million year-on-year[20] - Wholesale business revenue surged by 50.4% to RMB 621 million from RMB 413 million year-on-year[20] - Revenue from engineering construction services decreased by 22.9% to RMB 566 million from RMB 734 million year-on-year, while revenue from urban gas construction and services increased by 5.2% to RMB 401 million[20] - Revenue from external customers for natural gas retail was RMB 2,581,431,000, while wholesale natural gas revenue was RMB 620,902,000[120] Capital Expenditure and Financing - Capital expenditure for the six months ended June 30, 2023, was RMB 139 million, financed by operating cash flows and bank borrowings[35] - The Group's total borrowings amounted to RMB 7,491 million, with 57.9% classified as non-current liabilities and 42.1% as current liabilities, resulting in a gearing ratio of 62.8%[37] - Interest expense on borrowings for the six months ended June 30, 2023, was RMB 203 million, reflecting a 36.4% increase compared to the same period last year[39] - The Group's financing strategy includes diversified arrangements to lower finance costs and appropriate hedging measures to manage exchange rate risks[38] Social Responsibility and Sustainability - The Group has emphasized its social responsibility in ensuring supply for people's livelihood while focusing on the gas industry[11] - The Group's performance reflects a commitment to the green, low-carbon transformation aligned with national energy policies[6] - The group is committed to integrating green management into its operations to enhance sustainable management levels[56] - The Group is dedicated to fulfilling its social responsibility while advancing its development around greening, marketization, and professionalization[56] Shareholder Information - As of June 30, 2023, Mr. Zhang Yingcen holds a long position of 555,899,300 shares, representing 56.62% of the company's total issued share capital[63] - The company has a significant concentration of ownership, with major shareholders holding substantial percentages of the total issued shares[71] - The company is required to maintain a register under Section 336 of the SFO, which records substantial shareholders' interests[75] Dividends - The Board declared an interim dividend of RMB 6.82 cents per share for the six months ended 30 June 2023[91] - The interim dividend will be paid in Hong Kong dollars on or about 30 November 2023 to shareholders registered by 31 October 2023[91] - The final dividend for the year 2022 was declared at RMB 11.00 cents per share, totaling approximately RMB 89,179,000, down from RMB 148,031,000 in 2021[192] Employee Information - The Group employed 3,007 employees as of June 30, 2023, with a training coverage rate of 100% for all employees[40] - The Group has implemented a transparent compensation management system to motivate employees and enhance long-term growth[40] Market and Industry Developments - The National Development and Reform Commission has initiated measures to implement a price linkage mechanism for natural gas, which is expected to improve market conditions[9] - The ongoing reforms in the oil and gas sector are aimed at stabilizing gas prices and promoting healthy industry development[9] - The Group is actively developing new energy businesses to enhance gas supply capabilities and achieve high-quality development in the gas industry[11] Cash Flow and Liquidity - Cash generated from operations for the six months ended June 30, 2023, was RMB 427,292, compared to a negative RMB 47,447 in the same period of 2022[111] - Net cash generated from operating activities was RMB 325,400, a significant increase from a negative RMB 186,099 in the prior year[111] - Cash and cash equivalents at the end of the period stood at RMB 1,252,876, up from RMB 1,169,751 at the end of June 2022[112]

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