河南金馬能源股份有限公司章程 | 第一章 | 總則 | 1 | | --- | --- | --- | | 第二章 | 經營宗旨和範圍 | 2 | | 第三章 | 股份和註冊資本 | 3 | | 第四章 | 股份增減和回購 | 6 | | 第五章 | 購買公司股份的財務資助 | 10 | | 第六章 | 股票和股東名冊 | 11 | | 第七章 | 股份轉讓 | 16 | | 第八章 | 股東的權利和義務 | 17 | | 第九章 | 股東會 | 20 | | 第十章 | 董事會 | 30 | | 第十一章 | 公司董事會秘書 | 38 | | 第十二章 | 公司總經理和其他高級管理人員 | 39 | | 第十三章 | 監事會 | 40 | | 第十四章 | 黨的組織 | 42 | | 第十五章 | 公司董事、監事、總經理和其他高級管理人員的 | 43 | | | 資格和義務 | | | 第十六章 | 財務會計制度與利潤分配 | 50 | | 第十七章 | 會計師事務所的聘任 | 53 | | 第十八章 | 勞動人事制度及工會 | 55 | | 第十九章 | 公司的合併與分立 | 56 | | 第二十章 | ...

河南金馬能源股份有限公司 HENAN JINMA ENERGY COMPANY LIMITED （於中華人民共和國註冊成立的股份有限公司） 非執行董事 徐風雷先生（ 董事會副主席 ） 萬婷婷女士 葉婷女士 饒朝暉先生 獨立非執行董事 蘇鑒鋼先生 張希誠先生 文國樑先生 董事會設立四個委員會。下表提供各董事會成員在這些委員會中所擔任的職位： | | 委員會 | | | | | | --- | --- | --- | --- | --- | --- | | 董事 | | 審核委員會 | 薪酬委員會 | 提名委員會 | 戰略發展委員會 | | 徐華平先生 | | | M | | | | 王利杰先生 | | | | | M | | 徐風雷先生 | | | | | C | | 萬婷婷女士 | | | | M | | | 蘇鑒鋼先生 | | M | M | M | | | 張希誠先生 | | M | C | M | | | 文國樑先生 | | C | | M | | （股票代號：6885） 董事名單與其角色和職能 河南金馬能源股份有限公司董事會（「董事會」）成員載列如下： 執行董事 徐華平先生 王利杰先生 附註： C 有 ...

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告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 河南金馬能源股份有限公司 HENAN JINMA ENERGY COMPANY LIMITED （於中華人民共和國註冊成立的股份有限公司） 董事會欣然宣佈，臨時股東大會通告所載的所有決議案（共同及各別稱為「決議 案」）已於2025年9月5日舉行的臨時股東大會（「臨時股東大會」）上獲本公司股東 （「股東」）批准。所有決議案以投票方式表決，投票結果載列如下： | | 普通決議案 | 投票數目(%) | | | --- | --- | --- | --- | | | | 贊成 | 反對 | | 1. | 選舉饒朝暉先生為本公司非執行董事，任 | 397,098,795 | 354,287 | | | 期自緊隨臨時股東大會結束後開始直至本 | (99.91086%) | (0.08914%) | | | 公司董事會本屆任期屆滿為止（即截至2027 | | | | | 年12月31日止年度的本公司股東週年大會 | ...

（於中華人民共和國註冊成立的股份有限公司） （股份代號：6885） 有關建議修訂章程及《議事規則》的補充公告 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告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 河南金馬能源股份有限公司 HENAN JINMA ENERGY COMPANY LIMITED 承董事會命 河南金馬能源股份有限公司 副主席 徐風雷 中華人民共和國，2025年9月3日 於本公告日期，本公司執行董事為徐華平先生及王利杰先生；本公司非執行董事 為徐風雷先生、萬婷婷女士及葉婷女士；及本公司獨立非執行董事為蘇鑒鋼先 生、張希誠先生及文國樑先生。 茲提述河南金馬能源股份有限公司（「本公司」）日期為2025年8月15日的公告（「公 告」），以及本公司日期為2025年8月18日的通函（「通函」），內容有關本公司建議 修訂章程及《議事規則》。除本公告另有定者外，本公告所用詞彙與通函所界定者 具有相同涵義。 本公司謹此澄清：(i)建議修訂後之章程第五十五條對股份轉讓沒有任何限制。 此外，該第五十五 ...

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8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: 河南金馬能源股份有限公司 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06885 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 535,421,000 | RMB | | | 1 RMB | | 535,421,000 | | 增加 / 減少 (-) | | | | | | | RMB | | | | 本月底結存 | | | 535,421,000 | RMB | | | 1 RMB | | 535,421,000 | 本月底法定/註冊股本總額： RMB 535,421,000 FF301 第 1 頁 共 10 ...

金马能源(06885)发布截至2025年6月30日止6个月中期业绩，该集团取得收益38.29亿元，同比减少 39.21%;公司拥有人应占亏损1.26亿元，同比减少19.81%;每股亏损0.24元。 公告称，收益减少主要是各主要产品的平均售价下跌所致，唯因其生产原材料炼焦媒的平均采售价取得 更大跌幅，集团毛利及毛利率分别改善了约1.19亿元及3.8%。 ...

[Company Information and Financial Highlights](index=1&type=section&id=Company%20Information%20and%20Financial%20Highlights) This section provides an overview of the company's key financial performance and position for the interim period [Company Information and Financial Highlights](index=1&type=section&id=1.1%20Company%20Information%20and%20Financial%20Highlights) Henan Jinma Energy Company Limited announced its unaudited interim results for the six months ended June 30, 2025, reporting revenue of **RMB 3,829.2 million**, a loss attributable to owners of **RMB 125.9 million**, and basic loss per share of **RMB 0.24** Financial Summary for the Six Months Ended June 30, 2025 | Indicator | Six Months Ended June 30, 2025 (RMB million) | | :--- | :--- | | Revenue | 3,829.2 | | Loss attributable to owners of the Company | (125.9) | | Basic loss per share | (0.24) | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the condensed consolidated statements of profit or loss, financial position, changes in equity, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=2.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, group revenue significantly decreased by **39.2%** to **RMB 3,829.2 million**, while gross profit substantially increased by **170.1%** to **RMB 189.2 million**, with loss for the period narrowing by **15.7%** to **RMB 176.5 million** and basic loss per share decreasing to **RMB 0.24** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 3,829,243 | 6,299,480 | (2,470,237) | -39.2% | | Cost of sales | (3,639,994) | (6,229,414) | 2,589,420 | -41.6% | | Gross profit | 189,249 | 70,066 | 119,183 | 170.1% | | Other income | 19,746 | 38,199 | (18,453) | -48.3% | | Other gains and losses | (6,469) | (15,075) | 8,606 | -57.1% | | Selling and distribution expenses | (165,388) | (197,617) | 32,229 | -16.3% | | Administrative expenses | (87,823) | (89,974) | 2,151 | -2.4% | | Finance costs | (77,569) | (68,809) | (8,760) | 12.7% | | Loss before tax | (127,492) | (260,680) | 133,188 | -51.1% | | Income tax (expense) credit | (48,991) | 51,360 | (100,351) | -195.4% | | Loss for the period | (176,483) | (209,320) | 32,837 | -15.7% | | Loss attributable to owners of the Company | (125,878) | (156,978) | 31,100 | -19.8% | | Basic loss per share (RMB) | (0.24) | (0.29) | 0.05 | -17.2% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=2.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were **RMB 10,530.3 million**, a **6.1% decrease** from December 31, 2024, with net current liabilities expanding to **RMB 3,243.7 million** and total equity declining by **4.6%** to **RMB 4,138.1 million** Condensed Consolidated Statement of Financial Position (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current assets | 8,385,277 | 8,581,014 | (195,737) | -2.3% | | Current assets | 2,145,055 | 2,634,730 | (489,675) | -18.6% | | **Total assets** | **10,530,332** | **11,215,744** | **(685,412)** | **-6.1%** | | **Liabilities** | | | | | | Current liabilities | 5,388,721 | 5,650,210 | (261,489) | -4.6% | | Non-current liabilities | 1,003,483 | 1,228,271 | (224,788) | -18.3% | | **Total liabilities** | **6,392,204** | **6,878,481** | **(486,277)** | **-7.1%** | | **Equity** | | | | | | Equity attributable to owners of the Company | 2,992,598 | 3,118,302 | (125,704) | -4.0% | | Non-controlling interests | 1,145,530 | 1,218,961 | (73,431) | -6.0% | | **Total equity** | **4,138,128** | **4,337,263** | **(199,135)** | **-4.6%** | | Net current liabilities | (3,243,666) | (3,015,480) | (228,186) | 7.6% | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=2.3%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the Company decreased from **RMB 3,118.3 million** to **RMB 2,992.6 million**, primarily due to a loss for the period of **RMB 125.9 million**, with total equity decreasing from **RMB 4,337.3 million** to **RMB 4,138.1 million** Condensed Consolidated Statement of Changes in Equity (H1 2025) | Indicator | January 1, 2025 (RMB thousand) | Loss for the period (RMB thousand) | Other comprehensive income for the period (RMB thousand) | Dividends declared (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 3,118,302 | (125,878) | 174 | – | 2,992,598 | | Non-controlling interests | 1,218,961 | (50,605) | 24 | (22,850) | 1,145,530 | | **Total equity** | **4,337,263** | **(176,483)** | **198** | **(22,850)** | **4,138,128** | [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=2.4%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities significantly decreased by **82.2%** to **RMB 94.3 million**, while investing activities shifted from net outflow to a net inflow of **RMB 39.0 million**, and net cash used in financing activities decreased by **30.8%** to **RMB 212.0 million**, with cash and cash equivalents at period-end totaling **RMB 430.7 million**, a **58.6% decrease** year-on-year Condensed Consolidated Statement of Cash Flows (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash from operating activities | 94,296 | 530,423 | (436,127) | -82.2% | | Net cash from (used in) investing activities | 39,020 | (106,770) | 145,790 | -136.5% | | Net cash used in financing activities | (211,993) | (306,365) | 94,372 | -30.8% | | Net (decrease) increase in cash and cash equivalents | (78,677) | 117,288 | (195,965) | -167.1% | | Cash and cash equivalents at end of period | 430,737 | 1,039,886 | (609,149) | -58.6% | [Notes to the Financial Statements](index=8&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes on the basis of preparation, accounting policies, and specific financial statement items [Basis of Preparation and Accounting Policies](index=8&type=section&id=3.1%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with IAS 34 'Interim Financial Reporting' and the HKEX Listing Rules, using a historical cost basis, with no significant impact from new IFRS amendments, and management anticipates sufficient working capital to continue as a going concern despite net current liabilities - As of June 30, 2025, the Group had **net current liabilities of approximately RMB 3,243,666,000**, but the Board believes that with unutilized bank facilities, refinancing plans, and expected operating cash flows, the Group has sufficient working capital to meet its financial obligations for the next 12 months, making the preparation of financial statements on a going concern basis appropriate[14](index=14&type=chunk)[17](index=17&type=chunk) - The Group first applied the amendments to IFRS 21 'Lack of Exchangeability' in the current period, which had **no significant impact** on the Group's financial position, performance, and/or disclosures in these condensed consolidated financial statements for the current and prior periods[16](index=16&type=chunk) [Revenue and Segment Information](index=9&type=section&id=3.2%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from coke, coking by-products, derivative chemicals, energy products, trading, and other services, with total revenue from customer contracts for the six months ended June 30, 2025, amounting to **RMB 3,829.2 million**, of which coke contributed the largest share at **RMB 1,880.9 million** - The Group is primarily engaged in the production and sale of coke, coking by-products, derivative chemicals, coal gas, liquefied natural gas (LNG), and hydrogen, as well as the trading of coke, coal, refined oil, and hydrogen, and provides entrusted manufacturing and other services[23](index=23&type=chunk)[25](index=25&type=chunk) Revenue from Contracts with Customers (H1 2025 vs H1 2024) | Segment | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Coke | 1,880,927 | 3,916,167 | | Coking by-products | 29,898 | 25,225 | | Derivative chemicals | 1,473,852 | 1,586,863 | | Energy products | 315,762 | 432,309 | | Trading | 57,262 | 316,129 | | Other services | 71,542 | 22,787 | | **Total revenue from contracts with customers** | **3,829,243** | **6,299,480** | [Other Income and Gains/Losses](index=14&type=section&id=3.3%20Other%20Income%20and%20Gains%2FLosses) For the six months ended June 30, 2025, other income decreased by **48.3%** year-on-year to **RMB 19.7 million**, mainly due to reduced interest income and government grants, while other gains and losses narrowed from a loss of **RMB 15.1 million** to **RMB 6.5 million**, primarily due to a decrease in fair value losses on bills receivable at fair value through other comprehensive income Other Income and Gains/Losses (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Other income** | | | | | | Total interest income | 12,041 | 25,934 | (13,893) | -53.6% | | Government grants related to assets | 1,920 | 1,118 | 802 | 71.7% | | Government grants | 3,810 | 10,211 | (6,401) | -62.7% | | **Total other income** | **19,746** | **38,199** | **(18,453)** | **-48.3%** | | **Other gains and losses** | | | | | | Fair value loss on bills receivable at fair value through other comprehensive income | (6,554) | (20,686) | 14,132 | -68.3% | | Loss on disposal/write-off of property, plant and equipment | (318) | (1,268) | 950 | -74.9% | | Net foreign exchange (loss) gain | (146) | 4,845 | (4,991) | -103.0% | | **Total other gains and losses** | **(6,469)** | **(15,075)** | **8,606** | **-57.1%** | [Finance Costs](index=15&type=section&id=3.4%20Finance%20Costs) For the six months ended June 30, 2025, total finance costs increased by **12.7%** year-on-year to **RMB 77.6 million**, driven by a significant reduction in amounts capitalized to property, plant, and equipment, despite a slight decrease in total interest expenses, resulting in higher finance costs recognized in profit or loss Finance Costs (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total interest expense | 92,543 | 94,950 | (2,407) | -2.5% | | Less: Amount capitalized to property, plant and equipment | (14,974) | (26,141) | 11,167 | -42.7% | | **Finance costs** | **77,569** | **68,809** | **8,760** | **12.7%** | | Annual capitalization rate | 4.43% | 5.66% | -1.23% | -21.7% | [Loss Before Tax and Income Tax](index=16&type=section&id=3.5%20Loss%20Before%20Tax%20and%20Income%20Tax) For the six months ended June 30, 2025, loss before tax narrowed by **51.1%** year-on-year to **RMB 127.5 million**, while income tax shifted from a credit to an expense of **RMB 49.0 million**, primarily due to an increase in deferred tax expense Loss Before Tax and Income Tax (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss before tax | (127,492) | (260,680) | 133,188 | -51.1% | | Income tax (expense) credit | (48,991) | 51,360 | (100,351) | -195.4% | | **Loss for the period** | **(176,483)** | **(209,320)** | **32,837** | **-15.7%** | - Total staff costs amounted to **RMB 127,557,000**, a **13.1% decrease** year-on-year, while total depreciation and amortization amounted to **RMB 237,611,000**, a **6.1% increase** year-on-year[33](index=33&type=chunk) [Dividends and Loss Per Share](index=17&type=section&id=3.6%20Dividends%20and%20Loss%20Per%20Share) For the six months ended June 30, 2025, the Company did not declare any dividends to its owners, while certain subsidiaries declared and paid dividends of **RMB 22.9 million** to non-controlling shareholders, a **28.6% decrease** year-on-year, and basic loss per share improved to **RMB 0.24** from **RMB 0.29** in the prior year - The Company did not declare any dividends to its owners for the year ended December 31, 2024, and the Board did not recommend the payment of an interim dividend[35](index=35&type=chunk)[36](index=36&type=chunk) Dividends and Loss Per Share (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Dividends declared and paid by subsidiaries to non-controlling shareholders | 22,850 | 31,978 | (9,128) | -28.6% | | Loss attributable to owners of the Company | (125,878) | (156,978) | 31,100 | -19.8% | | Basic loss per share (RMB) | (0.24) | (0.29) | 0.05 | -17.2% | [Asset-Related Information](index=19&type=section&id=3.7%20Asset-Related%20Information) This section discloses changes in the Group's property, plant and equipment, right-of-use assets, and deferred tax assets/liabilities, including capital expenditures, disposals, and deferred tax balance analysis [Property, Plant and Equipment and Right-of-Use Assets](index=19&type=section&id=3.7.1%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) For the six months ended June 30, 2025, the Group incurred construction costs of **RMB 25.4 million**, primarily for coke equipment upgrade projects, purchased other property, plant and equipment for **RMB 27.4 million**, recognized a loss of **RMB 0.3 million** from the disposal of auxiliary equipment, and recognized right-of-use assets and lease liabilities of **RMB 0.8 million** from new lease agreements - Construction costs amounted to **RMB 25,387,000**, primarily including **RMB 12,433,000** for coke equipment upgrade projects to comply with recent environmental regulations[38](index=38&type=chunk) - Purchases of other property, plant and equipment amounted to **RMB 27,439,000**[38](index=38&type=chunk) - The write-off or disposal of certain auxiliary equipment resulted in a loss on write-off or disposal of **RMB 318,000**[38](index=38&type=chunk) - New lease agreements for buildings and offices resulted in the recognition of right-of-use assets and lease liabilities of **RMB 757,000** respectively[39](index=39&type=chunk) [Deferred Tax Assets/Liabilities](index=20&type=section&id=3.7.2%20Deferred%20Tax%20Assets%2FLiabilities) As of June 30, 2025, net deferred tax assets decreased to **RMB 103.7 million** from **RMB 146.0 million** as of December 31, 2024, with the Group holding **RMB 1,206.0 million** in unutilized tax losses, of which deferred tax assets of **RMB 139.9 million** were recognized for **RMB 559.6 million** Deferred Tax Assets/Liabilities (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Deferred tax assets | 167,421 | 173,994 | (6,573) | -3.8% | | Deferred tax liabilities | (63,690) | (27,969) | (35,721) | 127.7% | | **Net deferred tax assets** | **103,731** | **146,025** | **(42,294)** | **-29.0%** | - The Group has unutilized tax losses of **RMB 1,206,038,000**, of which deferred tax assets of **RMB 139,902,000** have been recognized for **RMB 559,608,000**[41](index=41&type=chunk) [Receivables/Payables](index=21&type=section&id=3.8%20Receivables%2FLiabilities) This section details the composition and changes in the Group's trade and other receivables, amounts due from related parties, borrowings, trade and other payables, amounts due to related parties, and amounts due to shareholders, reflecting the Group's working capital management and debt structure [Trade and Other Receivables](index=21&type=section&id=3.8.1%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables slightly increased to **RMB 367.1 million** from December 31, 2024, with trade receivables from customer contracts at **RMB 179.9 million** and prepayments to suppliers at **RMB 121.4 million** Trade and Other Receivables (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables from contracts with customers | 179,948 | 173,543 | 6,405 | 3.7% | | Loan receivables | 11,600 | 10,000 | 1,600 | 16.0% | | Prepayments to suppliers | 121,375 | 97,558 | 23,817 | 24.4% | | Prepayments for other taxes and expenses | 49,132 | 78,477 | (29,345) | -37.4% | | **Total trade and other receivables** | **367,139** | **362,920** | **4,219** | **1.2%** | - The general credit period granted to customers ranges from **30 to 60 days**[45](index=45&type=chunk) - As of June 30, 2025, the balance of trade receivables included a gross carrying amount of **RMB 482,000** that was overdue for **90 days or more** but not considered to be in default[45](index=45&type=chunk) [Amounts Due From Related Parties](index=22&type=section&id=3.8.2%20Amounts%20Due%20From%20Related%20Parties) As of June 30, 2025, total amounts due from related parties significantly increased to **RMB 75.0 million** from December 31, 2024, primarily driven by increases from Maanshan Iron & Steel and its subsidiaries (**RMB 60.2 million**) and Jiangxi Pinggang's subsidiaries (**RMB 14.8 million**) Amounts Due From Related Parties (June 30, 2025 vs December 31, 2024) | Related Party | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | | :--- | :--- | :--- | :--- | | Maanshan Iron & Steel and its subsidiaries | 60,207 | – | 60,207 | | Subsidiaries of Jiangxi Pinggang | 14,798 | 40 | 14,758 | | Jiyuan Fang Sheng Chemical Co., Ltd. | – | 90 | (90) | | Yugang (Jiyuan) Coking Group Co., Ltd. | 12 | Not applicable | 12 | | **Total** | **75,017** | **130** | **74,887** | - Yugang Coking became a related party of the Group on **June 16, 2025**[49](index=49&type=chunk) - The aging of amounts due from related parties (excluding prepayments for purchases of goods) is within **90 days**, with no overdue balances[47](index=47&type=chunk) [Borrowings](index=23&type=section&id=3.8.3%20Borrowings) As of June 30, 2025, total borrowings amounted to **RMB 3,231.5 million**, a **3.5% decrease** from December 31, 2024, with secured borrowings decreasing by **RMB 393.3 million** and unsecured borrowings increasing by **RMB 276.0 million**, and borrowings due within one year totaling **RMB 2,754.3 million** Borrowings (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank borrowings | 3,181,501 | 3,258,740 | (77,239) | -2.4% | | Other borrowings | 50,000 | 90,000 | (40,000) | -44.4% | | **Total borrowings** | **3,231,501** | **3,348,740** | **(117,239)** | **-3.5%** | | Secured borrowings | 980,795 | 1,374,077 | (393,282) | -28.6% | | Unsecured borrowings | 2,250,706 | 1,974,663 | 276,043 | 14.0% | | Fixed-rate borrowings | 1,635,942 | 1,604,137 | 31,805 | 2.0% | | Floating-rate borrowings | 1,595,559 | 1,744,603 | (149,044) | -8.5% | | Due within one year | (2,754,274) | (2,668,118) | (86,156) | 3.2% | | Due after one year | 477,227 | 680,622 | (203,395) | -29.9% | - As of June 30, 2025, the Group had unutilized bank facilities of approximately **RMB 934,545,000**[52](index=52&type=chunk) - Borrowings from Yugang Coking became related party borrowings on **June 16, 2025**, and are presented under amounts due to related parties[51](index=51&type=chunk) [Trade and Other Payables](index=24&type=section&id=3.8.4%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to **RMB 2,200.1 million**, a **17.7% decrease** from December 31, 2024, with trade payables and bills payable totaling **RMB 867.5 million**, and consideration payable for property, plant and equipment at **RMB 1,215.1 million** Trade and Other Payables (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 426,853 | 386,195 | 40,658 | 10.5% | | Bills payable | 440,620 | 718,222 | (277,602) | -38.6% | | Consideration payable for property, plant and equipment | 1,215,051 | 1,423,391 | (208,340) | -14.6% | | **Total trade and other payables** | **2,200,098** | **2,674,306** | **(474,208)** | **-17.7%** | - As of June 30, 2025, trade payables/bills payable included **RMB 334,770,000** due within **90 days** and **RMB 76,077,000** due in **over 1 year**[54](index=54&type=chunk) [Amounts Due To Related Parties](index=25&type=section&id=3.8.5%20Amounts%20Due%20To%20Related%20Parties) As of June 30, 2025, total amounts due to related parties significantly increased by **80.7%** to **RMB 157.4 million** from December 31, 2024, with a notable increase in non-trade nature amounts, primarily including borrowings from Shandong Weijiao of **RMB 45.0 million** and Yugang Coking of **RMB 40.0 million** Amounts Due To Related Parties (June 30, 2025 vs December 31, 2024) | Related Party | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total trade nature | 71,399 | 84,160 | (12,761) | -15.2% | | Total non-trade nature | 86,040 | 2,970 | 83,070 | 2797.0% | | **Total** | **157,439** | **87,130** | **70,309** | **80.7%** | - Borrowings from Shandong Weijiao amounted to **RMB 45,000,000** at an annual interest rate of **5%** with a **1-month term**, overdue within **30 days** as of the reporting period end, and borrowings from Yugang Coking amounted to **RMB 40,000,000**[55](index=55&type=chunk) [Amounts Due To Shareholders](index=26&type=section&id=3.8.6%20Amounts%20Due%20To%20Shareholders) As of June 30, 2025, amounts due to shareholders totaled **RMB 53.0 million**, with no such item as of December 31, 2024; this amount represents consideration payable by Jinma Xingye for the Group's purchase of property and equipment from a construction company, bearing **5% annual interest** and overdue for **over 60 days** Amounts Due To Shareholders (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | | :--- | :--- | :--- | :--- | | Amounts due to shareholders | 53,000 | – | 53,000 | - This amount bears interest at an annual rate of **5%** and was due for repayment on **April 30, 2025**, being overdue for **over 60 days** as of June 30, 2025[58](index=58&type=chunk) [Capital Commitments](index=26&type=section&id=3.9%20Capital%20Commitments) As of June 30, 2025, the Group's contracted but unprovided capital expenditure for the acquisition of property, plant and equipment amounted to **RMB 15.2 million**, a decrease from **RMB 18.2 million** as of December 31, 2024 Capital Commitments (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Contracted but unprovided capital expenditure for the acquisition of property, plant and equipment | 15,167 | 18,215 | (3,048) | -16.7% | [Transfer of Financial Assets](index=27&type=section&id=3.10%20Transfer%20of%20Financial%20Assets) As of June 30, 2025, the maximum exposure to risk from endorsed and discounted bills receivable with recourse not yet derecognized by the Group was **RMB 2,101.6 million**, a **23.8% decrease** from December 31, 2024; these bills were used to settle payables or raise cash, and due to guarantees by reputable banks, the risk of default is low Outstanding Endorsed and Discounted Bills Receivable with Recourse (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Endorsed bills for settling payables | 1,243,757 | 1,667,344 | (423,587) | -25.4% | | Discounted bills for raising cash | 857,826 | 1,087,806 | (229,980) | -21.1% | | **Outstanding endorsed and discounted bills receivable with recourse** | **2,101,583** | **2,755,150** | **(653,567)** | **-23.7%** | - The Group has transferred the significant risks and rewards of bills receivable, with its obligations to the respective counterparties discharged, and due to being issued and guaranteed by reputable banks in China, the risk of payment default is low[60](index=60&type=chunk) [Fair Value Measurement of Financial Instruments](index=28&type=section&id=3.11%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) As of June 30, 2025, the fair value of bills receivable at fair value through other comprehensive income was **RMB 284.5 million**, valued using discounted cash flow techniques and classified as Level 2 fair value measurement, and management believes the carrying amounts of financial assets and liabilities measured at amortized cost approximate their fair values Bills Receivable at Fair Value Through Other Comprehensive Income (June 30, 2025 vs December 31, 2024) | Financial Asset | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Fair Value Level | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Bills receivable at fair value through other comprehensive income | 284,483 | 316,852 | Level 2 | Discounted cash flow | - Management believes that the carrying amounts of financial assets and financial liabilities recognized in the condensed consolidated financial statements at amortized cost approximate their fair values[63](index=63&type=chunk) [Related Party Transactions](index=29&type=section&id=3.12%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group engaged in various related party transactions, with total sales of products and services to related parties amounting to **RMB 978.4 million**, including **RMB 788.5 million** to Maanshan Iron & Steel and its subsidiaries, total purchases of raw materials and services amounting to **RMB 42.4 million**, and key management personnel compensation totaling **RMB 3.7 million** Related Party Transactions (H1 2025 vs H1 2024) | Transaction Type | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales of products and provision of services to related parties | 978,380 | 1,043,128 | (64,748) | -6.2% | | Purchases of raw materials and receipt of services | 42,453 | 42,393 | 60 | 0.1% | | Key management personnel compensation | 3,696 | 2,922 | 774 | 26.5% | [Management Discussion and Analysis](index=30&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's operational performance, financial position, and future outlook [Overview](index=30&type=section&id=4.1%20Overview) Henan Jinma Energy Company Limited is a leading coke producer and coking by-product processor in Henan Province, China, operating a vertically integrated business model that processes coking by-products into derivative chemicals and energy products, actively expanding its LNG and hydrogen businesses, and committed to enhancing competitiveness through industrial extension and technological R&D amidst carbon peak and neutrality goals - The Group is a leading coke producer and coking by-product processor in Henan Province, China, operating a vertically integrated business model along the coal chemical coking industry chain, from coke production to processing coking by-products into derivative chemicals and energy products[68](index=68&type=chunk) - In recent years, the Group has actively expanded its LNG and hydrogen production and sales businesses, extending its industrial chain to higher-end new energy products[68](index=68&type=chunk) - The Board believes that China's carbon peak and carbon neutrality goals present new opportunities for the coke industry, and the Group will continue to seize market opportunities, investing in production and environmental protection to maintain sustained profitable growth[69](index=69&type=chunk) [Financial Summary](index=31&type=section&id=4.2%20Financial%20Summary) For the six months ended June 30, 2025, Group revenue decreased by **39.2%** year-on-year to **RMB 3,829.2 million**, while gross profit significantly increased by **170.1%** to **RMB 189.3 million**, with gross margin improving by **3.8 percentage points** to **4.9%**, and loss for the period narrowing by **15.7%** to **RMB 176.5 million**, with both total assets and total equity declining Financial Summary (H1 2025 vs H1 2024) | Indicator | Six Months Ended June 30, 2025 (RMB million) | Six Months Ended June 30, 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 3,829.2 | 6,299.5 | (2,470.3) | -39.2% | | Gross profit | 189.3 | 70.1 | 119.2 | 170.1% | | (Loss) profit for the period | (176.5) | (209.3) | 32.8 | -15.7% | | Basic (loss) per share (RMB) | (0.24) | (0.29) | 0.05 | -17.2% | | Gross profit margin | 4.9% | 1.1% | 3.8 percentage points | 345.5% | | Net (loss) profit margin | (4.6%) | (3.3%) | (1.3 percentage points) | 39.4% | | **Balance Sheet (Period-end)** | | | | | | Total assets | 10,530.3 | 11,215.7 (Dec 31, 2024) | (685.4) | -6.1% | | Total equity | 4,138.1 | 4,337.3 (Dec 31, 2024) | (199.2) | -4.6% | [Factors Affecting Operating Results and Financial Position](index=32&type=section&id=4.3%20Factors%20Affecting%20Operating%20Results%20and%20Financial%20Position) The Group's operating results and financial position are influenced by China's overall economic conditions, downstream industry demand, and fluctuations in raw material and product prices; economic downturns may lead to lower product prices and reduced trading, while economic recovery could bring increased demand and higher prices [Overall Economic Conditions and Downstream Industry Demand](index=32&type=section&id=4.3.1%20Overall%20Economic%20Conditions%20and%20Downstream%20Industry%20Demand) China's overall economic conditions directly impact the market prices and demand for the Group's products, as well as the price of its main raw material, coal; sales of coke, LNG, and derivative chemicals primarily depend on domestic steel and chemical industry demand, with derivative chemical demand and prices also affected by oil price fluctuations - China's overall economic conditions affect the Group's product market prices, demand, and coal prices, with an economic downturn potentially leading to lower product selling prices and reduced trading activities[73](index=73&type=chunk) - Sales of coke, LNG, and derivative chemicals primarily depend on the demand from the domestic steel and chemical industries[74](index=74&type=chunk) - Coking derivative chemicals, as cost-competitive substitutes for petroleum derivative chemicals, have their demand and prices influenced by oil prices and the development of the petroleum industry[74](index=74&type=chunk) [Raw Material and Product Prices](index=32&type=section&id=4.3.2%20Raw%20Material%20and%20Product%20Prices) The Group faces market price fluctuation risks for its products and coal; prices for products like coke and derivative chemicals are influenced by Chinese laws and regulations, steel and chemical industry demand, economic cycles, coal supply and demand, product characteristics and quality, international chemical prices, and transportation costs, with coking coal price fluctuations linked to product price changes but differing in speed and magnitude - The Group faces market price fluctuation risks for its products and coal, with selling prices typically based on prevailing market prices and relevant factors[75](index=75&type=chunk) - Product prices are influenced by various factors, including Chinese laws, regulations and policies, demand from the steel and chemical industries, economic cycles, coal supply and demand, product characteristics and quality, international chemical prices, and transportation costs[75](index=75&type=chunk)[76](index=76&type=chunk) - An increase or decrease in coking coal prices may not immediately lead to a change in the Group's product prices, and vice versa[79](index=79&type=chunk) Average Selling Prices of Major Products (First Six Months of 2025 vs 2024) | Product | Average Selling Price H1 2025 (RMB/tonne) | Average Selling Price 2024 (RMB/tonne) | Change (RMB/tonne) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Coke | 1,518.27 | 2,012.50 | (494.23) | -24.6% | | Benzene-based chemicals | 5,695.69 | 6,791.54 | (1,095.85) | -16.1% | | Coal tar-based chemicals | 4,091.60 | 4,086.59 | 5.01 | 0.1% | | Coal gas (RMB/cubic meter) | 0.84 | 0.83 | 0.01 | 1.2% | | LNG | 3,993.29 | 4,197.43 | (204.14) | -4.9% | [Production and Sales Volume](index=35&type=section&id=4.4%20Production%20and%20Sales%20Volume) In the first half of 2025, the Group's operations remained stable, with major product capacity utilization largely maintained and sales generally reaching full capacity; coke production was approximately **1.58 million tonnes**, crude benzene and coal tar processing volumes were approximately **206,201 tonnes** and **102,127 tonnes** respectively, and LNG production was approximately **33,932 tonnes** - In the first half of 2025, the Group's coke production was approximately **1.58 million tonnes**, crude benzene processing volume was approximately **206,201 tonnes**, coal tar processing volume was approximately **102,127 tonnes**, and LNG production was approximately **33,932 tonnes**[84](index=84&type=chunk) - The Group's sales generally achieved its consistent full sales capacity[84](index=84&type=chunk) [Major Developments](index=35&type=section&id=4.5%20Major%20Developments) The Group continues to expand its coking, derivative chemicals, coal gas, and LNG businesses, investing in environmental facilities, and in 2025, will further deepen its coking value chain investments, including the hydrogen energy industrial chain, with key projects including the 5.5-meter coke oven renovation, coal tar processing capacity expansion, and new hydrogen refueling stations - The Group continues to expand its coking, derivative chemicals, coal gas, and LNG businesses, and consistently invests in environmental facilities[85](index=85&type=chunk) - In 2025, the Group will further expand and deepen its investments in the coking value chain, including the hydrogen energy industrial chain[85](index=85&type=chunk) [5.5-meter Coke Oven Renovation Project](index=36&type=section&id=4.5.1%205.5-meter%20Coke%20Oven%20Renovation%20Project) The 5.5-meter coke oven renovation to a 7.0-meter coke oven project was completed and put into operation in April 2024, with an investment of approximately **RMB 500 million** and a capacity of approximately **650,000 tonnes**, producing **418,000 tonnes** of coke in the first half of 2025 - The 5.5-meter coke oven renovation to a 7.0-meter coke oven project commenced construction in October 2022, with an investment of approximately **RMB 500 million** and a capacity of approximately **650,000 tonnes**, completed in April 2024, and operating normally[86](index=86&type=chunk) - Coke production in the first half of 2025 was **418,000 tonnes**[86](index=86&type=chunk) [Coal Tar Processing Capacity Expansion and Technical Upgrade Project](index=36&type=section&id=4.5.2%20Coal%20Tar%20Processing%20Capacity%20Expansion%20and%20Technical%20Upgrade%20Project) The coal tar processing capacity expansion and technical upgrade project, with an investment of approximately **RMB 80.0 million**, expanded the original 180,000-tonne coal tar processing unit to an annual capacity of **360,000 tonnes**; the project commenced in October 2023, was ready for production by the end of December 2024, increasing capacity by **180,000 tonnes** - The coal tar processing capacity expansion and technical upgrade project involved an investment of approximately **RMB 80.0 million**, upgrading the original 180,000-tonne coal tar processing unit to achieve an annual processing capacity of **360,000 tonnes**[87](index=87&type=chunk) - The project commenced construction in October 2023, underwent individual and linked trial runs by the end of December 2024, is now ready for production, and has increased capacity by **180,000 tonnes**[87](index=87&type=chunk) [Hydrogen Energy Industrial Chain](index=36&type=section&id=4.5.3%20Hydrogen%20Energy%20Industrial%20Chain) In the first half of 2025, the Group added two new hydrogen refueling stations in Jiyuan Huling and Dengfeng Guojiawa, bringing the total operational stations to **5**, and sold a total of **810 tonnes** of hydrogen during the period, a significant **224% increase** year-on-year - During the first half of 2025, new hydrogen refueling stations were added in Jiyuan Huling and Dengfeng Guojiawa[88](index=88&type=chunk) - The Group now operates a total of **5 refueling stations**, selling **810 tonnes** of hydrogen during the period (compared to 250 tonnes in the same period last year), representing a **224% increase** year-on-year[89](index=89&type=chunk) [Operating Performance Analysis](index=37&type=section&id=4.6%20Operating%20Performance%20Analysis) This section provides a detailed analysis of the Group's consolidated statement of profit or loss for the six months ended June 30, 2025, and an in-depth interpretation of revenue and performance across business segments, revealing the primary reasons for decreased revenue but improved gross profit [Consolidated Statement of Profit or Loss Analysis](index=37&type=section&id=4.6.1%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20Analysis) Group revenue decreased by **39.2%** year-on-year, primarily due to a decline in average product selling prices; gross profit significantly increased by **170.1%**, with gross margin improving by **3.8 percentage points**, mainly benefiting from a larger drop in the average purchase price of coking coal; loss for the period narrowed by **15.7%** year-on-year, while income tax expense substantially increased, primarily due to deferred tax asset adjustments - Revenue decreased by approximately **RMB 2,470.2 million** or **39.2%** year-on-year, primarily due to a decline in the average selling prices of major products[94](index=94&type=chunk) - Gross profit and gross profit margin improved by approximately **RMB 119.2 million** and **3.8 percentage points** respectively, mainly because the average purchase price of coking coal, its main raw material, recorded a larger decrease[94](index=94&type=chunk) - Loss for the period decreased by approximately **RMB 32.8 million** year-on-year to a loss of approximately **RMB 176.5 million**[95](index=95&type=chunk) - Income tax expense increased by approximately **RMB 100.4 million** year-on-year, primarily due to conservative adjustments made to deferred tax assets due to the unpredictable business operating outlook[95](index=95&type=chunk) [Business Segment Performance](index=41&type=section&id=4.6.2%20Business%20Segment%20Performance) Coke segment revenue decreased by **52%** year-on-year, but gross margin rebounded to **5.9%** due to a larger drop in coking coal purchase prices; trading segment revenue decreased by **81.9%** year-on-year, with a decline in gross margin; derivative chemicals segment revenue decreased by **7.1%** year-on-year, with a slight improvement in gross margin; energy products segment revenue decreased by **27.0%** year-on-year, but gross margin significantly increased to **35.5%**, primarily due to a change in business model Business Segment Revenue and Gross Margin (H1 2025 vs H1 2024) | Segment | 2025 Revenue (RMB thousand) | 2024 Revenue (RMB thousand) | Revenue Change (%) | 2025 Gross Margin (%) | 2024 Gross Margin (%) | Gross Margin Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Coke | 1,880,927 | 3,916,167 | -52.0% | 5.9 | 1.7 | 4.2 | | Trading | 57,262 | 316,129 | -81.9% | 1.8 | 3.3 | -1.5 | | Derivative chemicals | 1,473,852 | 1,586,863 | -7.1% | (2.1) | (2.2) | 0.1 | | Energy products | 315,762 | 432,309 | -27.0% | 35.5 | 4.4 | 31.1 | - The gross margin of the coke segment rebounded from **1.7% to 5.9%**, primarily because the Group's average selling price for coke decreased by approximately **28.3%**, while the average purchase price for coking coal decreased by approximately **33.7%**[96](index=96&type=chunk) - The gross margin of the energy products segment increased from **4.4% to 35.5%**, mainly because Xinyang Jingang's electricity sales, due to a change in its business model during the period, were reclassified from the energy segment to other segments[96](index=96&type=chunk) [Financial Position Analysis](index=42&type=section&id=4.7%20Financial%20Position%20Analysis) This section analyzes the Group's financial resources, cash flows, debt structure, asset pledges, and various financial ratios, revealing the Group's capital management, debt repayment, and overall financial health during the reporting period [Financial Resources and Cash Flows](index=42&type=section&id=4.7.1%20Financial%20Resources%20and%20Cash%20Flows) In the first half of 2025, the Group's funds primarily originated from product sales, shareholders' equity, and bank borrowings, encountering no liquidity issues; net cash from operating activities significantly decreased by **82.2%** year-on-year to **RMB 94.3 million**, while net cash from investing activities shifted from an outflow to an inflow of **RMB 39.0 million**, and net cash used in financing activities decreased by **30.8%** to **RMB 212.0 million** - In the first half of 2025, the Group's funds primarily originated from proceeds from product sales, shareholders' equity, and bank borrowings, and it did not encounter any liquidity issues[97](index=97&type=chunk) - Net cash from operating activities was approximately **RMB 94.3 million**, primarily attributable to net cash flow from operations before working capital changes, a decrease in inventories, a decrease in bills receivable, a decrease in amounts due from shareholders, and an increase in contract liabilities[100](index=100&type=chunk) - Net cash from investing activities was approximately **RMB 39.0 million**, mainly due to a net recovery of approximately **RMB 499.8 million** from restricted bank balances[101](index=101&type=chunk) - Net cash used in financing activities was approximately **RMB 212.0 million**, primarily due to repayment of borrowings, interest paid, repayment of lease liabilities from sale and leaseback arrangements, and dividends paid to non-controlling interests of subsidiaries, partially offset by new related party borrowings and newly raised borrowings[102](index=102&type=chunk) [Liabilities and Asset Pledges](index=44&type=section&id=4.7.2%20Liabilities%20and%20Asset%20Pledges) As of June 30, 2025, the Group's total borrowings amounted to **RMB 3,231.5 million**, a **3.5% decrease** year-on-year, with secured borrowings decreasing and unsecured borrowings increasing; the Group had total bank facilities of approximately **RMB 13,820.2 million**, of which **RMB 934.5 million** remained available, and had pledged assets with a total carrying amount of approximately **RMB 2,693.8 million** as collateral for bank facilities Borrowing Structure (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total borrowings | 3,231,501 | 3,348,740 | (117,239) | -3.5% | | Secured borrowings | 980,795 | 1,374,077 | (393,282) | -28.6% | | Unsecured borrowings | 2,250,706 | 1,974,663 | 276,043 | 14.0% | - As of June 30, 2025, the Group had obtained total bank facilities of approximately **RMB 13,820.19 million**, of which approximately **RMB 934.55 million** remained available[107](index=107&type=chunk) - As of June 30, 2025, the Group had pledged certain assets with a total carrying amount of approximately **RMB 2,693.82 million** as collateral for general bank facilities[111](index=111&type=chunk) [Financial Ratios](index=46&type=section&id=4.7.3%20Financial%20Ratios) For the six months ended June 30, 2025, the debt-to-asset ratio increased to **0.77 times**, return on equity improved from **negative 10.5% to negative 8.2%**, and return on assets improved from **negative 4.0% to negative 3.2%**, primarily benefiting from a reduction in losses Financial Ratios (Six Months Ended June 30, 2025 vs Year Ended December 31, 2024) | Financial Ratio | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Debt-to-asset ratio | 0.77 times | 0.75 times | 0.02 times | | Return on equity (annualized) | -8.2% | -10.5% | 2.3% | | Return on assets (annualized) | -3.2% | -4.0% | 0.8% | - The debt-to-asset ratio increased primarily because the decrease in the Group's total interest-bearing borrowings was less than the decrease in total equity[114](index=114&type=chunk) - Return on equity improved from **negative 10.5% to negative 8.2%**, mainly due to a reduction in losses, and return on assets improved from **negative 4.0% to negative 3.2%**, primarily due to the Group's improved loss position[116](index=116&type=chunk)[118](index=118&type=chunk) [Contractual Obligations and Off-Balance Sheet Arrangements](index=47&type=section&id=4.8%20Contractual%20Obligations%20and%20Off-Balance%20Sheet%20Arrangements) As of June 30, 2025, the Group had contracted but unprovided capital expenditure of **RMB 15.2 million** for the acquisition of property, plant and equipment; the Group has no significant off-balance sheet arrangements, material contingent liabilities, or guarantees, but Xinyang Jingang faces litigation disputes of approximately **RMB 174.5 million** Capital Commitments (June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Contracted but unprovided capital expenditure for the acquisition of property, plant and equipment | 15,167 | 18,215 | (3,048) | -16.7% | - The Group has **no significant off-balance sheet arrangements**[121](index=121&type=chunk) - The Group has **no significant contingent liabilities or guarantees**, and lawsuits against Group companies primarily involve Xinyang Jingang (a 70% owned subsidiary) with certain raw material suppliers and coke oven construction and facility suppliers, with litigation amounts totaling approximately **RMB 174.5 million**, though no material contingent liabilities are expected[108](index=108&type=chunk) [Market Risks](index=48&type=section&id=4.9%20Market%20Risks) The Group faces commodity price risk (fluctuations in raw material coal and product market prices), interest rate risk (fixed and floating-rate borrowings), and credit risk (concentration in trade receivables and related party balances); the Group aims to mitigate risks through regular operational and financial activities and currently has no foreign exchange or interest rate hedging contracts - The Group faces commodity price risk from fluctuations in raw material prices (especially coal) and the prevailing market prices of its products[126](index=126&type=chunk) - The Group is exposed to fair value interest rate risk related to interest-bearing bank loans, bank borrowings, and other fixed-rate borrowings, as well as cash flow interest rate risk related to floating-rate borrowings; the Group currently has no interest rate hedging policy[127](index=127&type=chunk)[129](index=129&type=chunk) - The Group has a significant concentration of credit risk in trade receivables and trade-related amounts due from shareholders and related parties, with over **70.36%** of the risk concentrated in the five largest outstanding balances for the six months ended June 30, 2025[130](index=130&type=chunk) - All of the Group's operations are conducted within mainland China, and it has no foreign currency transactions, assets, or liabilities, thus facing no significant foreign exchange risk, except for certain Hong Kong dollar amounts yet to be remitted back to China[125](index=125&type=chunk) [Dividend Policy and Retirement Benefit Schemes](index=50&type=section&id=4.10%20Dividend%20Policy%20and%20Retirement%20Benefit%20Schemes) The Group's dividend policy stipulates an annual dividend payout of no less than **25%** of the profit and total comprehensive income attributable to shareholders for the year; based on the interim results, the Board resolved not to declare an interim dividend, and the Group participates in defined contribution retirement benefit schemes for its Chinese employees and the Mandatory Provident Fund Scheme for its Hong Kong employees - The Group has formulated a dividend policy stating that, in compliance with relevant laws and regulations in China and Hong Kong, the Company's annual dividend payout will be **no less than 25%** of the profit and total comprehensive income attributable to the Company's shareholders for the year[133](index=133&type=chunk) - Based on the interim results and financial position for the six months ended June 30, 2025, the Board resolved **not to declare an interim dividend**[134](index=134&type=chunk) - The Group's Chinese employees participate in various defined contribution retirement benefit schemes organized by relevant provincial and municipal governments in China, while Hong Kong employees participate in the Mandatory Provident Fund Scheme under the Mandatory Provident Fund Schemes Ordinance[135](index=135&type=chunk) [Corporate Governance and Other Information](index=51&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers the company's corporate governance framework, board and supervisory committee composition, shareholder information, and employee policies [Corporate Governance Framework](index=51&type=section&id=5.1%20Corporate%20Governance%20Framework) The Company adheres to a sound and efficient corporate governance philosophy, establishing its Articles of Association and adopting Appendix C1 of the Listing Rules 'Corporate Governance Code', striving for high-level corporate governance through its internal control system and committee terms of reference, and has complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025 - The Company adheres to a sound and efficient corporate governance philosophy, while also prioritizing shareholder interests, determined to achieve a high level of corporate governance[136](index=136&type=chunk) - For the six months ended June 30, 2025, the Company has complied with **all code provisions** under the Corporate Governance Code[137](index=137&type=chunk) [Board of Directors and Supervisory Committee](index=52&type=section&id=5.2%20Board%20of%20Directors%20and%20Supervisory%20Committee) The Fourth Session of the Board of Directors was appointed on June 16, 2025, comprising **nine directors** (three executive, three non-executive, three independent non-executive) for a three-year term, with Mr. Liu Liangyu resigning as Chairman on July 25, 2025; the Fourth Session of the Supervisory Committee was appointed on the same day, comprising **six supervisors** (two shareholder representatives, two employee representatives, two independent) - The directors of the Fourth Session of the Board of Directors were appointed at the Annual General Meeting held on **June 16, 2025**, comprising **nine directors**, including three executive directors, three non-executive directors, and three independent non-executive directors[139](index=139&type=chunk) - Mr. Liu Liangyu (Chairman of the Board) resigned on **July 25, 2025**[139](index=139&type=chunk) - The supervisors of the Fourth Session of the Supervisory Committee were appointed at the Annual General Meeting held on **June 16, 2025**, comprising **six supervisors**, including two shareholder representative supervisors, two employee representative supervisors, and two independent supervisors[139](index=139&type=chunk) [Securities Interests of Directors, Supervisors, and Senior Management](index=53&type=section&id=5.3%20Securities%20Interests%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) As of June 30, 2025, Mr. Liu Liangyu and Mr. Xu Huaping indirectly held **29.26%** of the Company's H shares through controlled corporations, Mr. Wang Lijie indirectly held **8.01%** of H shares through a controlled corporation, and Supervisor Mr. Zhou Tao beneficially owned **0.001%** of H shares; during the reporting period, all directors and supervisors complied with the standard code for securities transactions Interests of Directors, Supervisors, and Chief Executive in the Company's Securities (June 30, 2025) | Name | Nature of Interest | Class of Shares | Number of Shares Held (thousand shares) | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Liu Liangyu | Interest in controlled corporation | H shares | 156,665 (L) | 29.26% | | Xu Huaping | Interest in controlled corporation | H shares | 156,665 (L) | 29.26% | | Wang Lijie | Interest in controlled corporation | H shares | 42,900 (L) | 8.01% | | Zhou Tao | Beneficial owner | H shares | 8 (L) | 0.001% | - Following specific inquiries with the directors and supervisors, the Company confirmed that all directors and supervisors complied with the standard for securities transactions by directors as set out in the Standard Code for the six months ended June 30, 2025[138](index=138&type=chunk) - On **August 5, 2025**, Jinma Coking issued a termination notice to Beijing Weigang, and Mr. Liu Liangyu and Mr. Xu Huaping are **no longer deemed to hold any share interests** in the Company[146](index=146&type=chunk) [Interests of Substantial Shareholders in Securities](index=55&type=section&id=5.4%20Interests%20of%20Substantial%20Shareholders%20in%20Securities) As of June 30, 2025, Jinma Hong Kong beneficially owned **30.26%** of H shares, with Jinma Coking, Jin Xing, Mr. Rao Zhaohui, and others indirectly holding the same proportion through controlled corporations; Maanshan Iron & Steel beneficially owned **26.89%**, and Jiangxi Pinggang Industrial Co., Ltd. beneficially owned **9.89%** Interests of Substantial Shareholders in the Company's Securities (June 30, 2025) | Name/Entity | Nature of Interest | Class of Shares | Number of Shares Held (thousand shares) | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Jinma Hong Kong | Beneficial owner | H shares | 162,000 (L) | 30.26% | | Jinma Coking | Interest in controlled corporation | H shares | 162,000 (L) | 30.26% | | Jin Xing | Interest in controlled corporation | H shares | 162,000 (L) | 30.26% | | Mr. Rao Zhaohui | Interest in controlled corporation | H shares | 162,000 (L) | 30.26% | | Maanshan Iron & Steel | Beneficial owner | H shares | 144,000 (L) | 26.89% | | Jiangxi Pinggang Industrial Co., Ltd. | Beneficial owner | H shares | 52,945 (L) | 9.89% | | Jiyuan Jinma Xingye Investment Co., Ltd. | Beneficial owner | H shares | 42,900 (L) | 8.01% | - On **August 5, 2025**, Jinma Coking delivered a termination notice to Beijing Weigang, and Beijing Weigang, Shandong Weijiao, Shandong Hengkun, Weifang Zhenxing, Hainan Hengkun, and Mr. Li Zhengchao are **no longer deemed to hold any share interests** in the Company[154](index=154&type=chunk) [Employees and Remuneration Policy](index=58&type=section&id=5.5%20Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had a total of **2,638 employees**, with staff costs of approximately **RMB 127.6 million**, a **13.1% decrease** year-on-year; the Remuneration Committee is responsible for formulating and reviewing remuneration policies for directors and senior management based on performance and market practices, and the Group provides social insurance and housing provident funds for all employees, along with annual training programs - As of June 30, 2025, the Group had a total of **2,638 employees**, with staff costs of approximately **RMB 127.6 million**, compared to approximately **RMB 146.8 million** recorded in the same period last year, representing a **13.1% decrease** year-on-year[155](index=155&type=chunk) - The Remuneration Committee is responsible for recommending to the Board the Company's policies and structure for directors' remuneration, the remuneration packages for individual executive directors and senior management, and reviewing the remuneration policies for all directors and management of the Group based on the Group's overall operating performance, individual performance, and comparative market practices[155](index=155&type=chunk) - The Group has made full contributions to social insurance and housing provident funds for all employees in accordance with relevant Chinese labor laws and regulations, and has formulated annual training programs[155](index=155&type=chunk)[156](index=156&type=chunk) [Audit Committee and Interim Results Review](index=58&type=section&id=5.6%20Audit%20Committee%20and%20Interim%20Results%20Review) The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial information, monitoring the financial reporting system, risk management, and internal control systems; the Audit Committee has reviewed this interim results announcement and the unaudited condensed consolidated interim financial statements, which have been reviewed by the external auditor, Deloitte Touche Tohmatsu, in accordance with International Standard on Review Engagements - The Audit Committee comprises three independent non-executive directors, namely Mr. Su Jian Gang, Mr. Zhang Xi Cheng, and Mr. Wen Guo Liang, with Mr. Wen Guo Liang serving as Chairman, responsible for reviewing the Company's financial information and monitoring its financial reporting system, risk management, and internal control systems[157](index=157&type=chunk) - The Audit Committee has reviewed this interim results announcement; the Company's unaudited condensed consolidated interim results for the reporting period have been reviewed by the Company's external auditor, Deloitte Touche Tohmatsu, in accordance with International Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board[157](index=157&type=chunk) [Report Publication and Acknowledgements](index=59&type=section&id=5.7%20Report%20Publication%20and%20Acknowledgements) The Company's interim report for the six months ended June 30, 2025, will be published on the HKEX website and the Company's website; the Board of Directors extends its sincere gratitude to all employees, shareholders, and business partners - The Company's interim report for the six months ended June 30, 2025, will be published on the Hong Kong Stock Exchange website (www.hkexnews.hk) and the Company's website (www.hnjmny.com)[158](index=158&type=chunk) - The Board of Directors extends its sincere gratitude to all employees, shareholders, and business partners for their continuous support to the Group[160](index=160&type=chunk)

(股票代號 Stock Code: 6885) N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Non-registered holders, 河 南 金 馬 能 源 股 份 有 限 公 司 HENAN JINMA ENERGY COMPANY LIMITED 於中華人民共和國註冊成立的股份有限公司 (A joint stock company incorporated in the People's Republic of China with limited liability) Please note that both the English and Chinese versions of all future Corporate Communications will be available electronically on the website of the Company at www.hnjmny.com and the HKEXnews website at www.hkexnews.hk in place of printed copi ...

河 南 金 馬 能 源 股 份 有 限 公 司 HENAN JINMA ENERGY COMPANY LIMITED 於中華人民共和國註冊成立的股份有限公司 ) (A joint stock company incorporated in the People's Republic of China with limited liability) (股票代號 Stock Code: 6885) N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Registered Shareholders, 18 August 2025 Henan Jinma Energy Company Limited (the "Company") – Notice of Publication of Circular and Proxy form for the Extraordinary general meeting (the "Current Corporate Communications") The Current Corporate Communications of the ...

（股票代號：6885） 臨時股東大會及其任何續會適用的代表委任表格 本代表委任表格有關的H股數目 （附註1） 本人╱吾等 （附註2） 地址為 （附註2） 乃河南金馬能源股份有限公司（「本公司」）H股登記持有人，茲委任大會主席或 （附註3） 地址為 為本人╱吾等的代表，代表本人╱吾等出席本公司謹訂於2025年9月5日（星期五）上午十時正假座香港銅鑼灣興發街88號2801室 舉行的臨時股東大會（及其任何續會）（「臨時股東大會」），並行使所有法律、法規及本公司的公司章程賦予代表於臨時股東大會上 審議的任何其他事項的權利。本人 ╱ 吾等欲本人 ╱ 吾等的代表按下列指示，就將於臨時股東大會上提呈的決議案（概述如下）投 票，或倘無指示，則本人╱吾等的代表可酌情投票。 河南金馬能源股份有限公司 HENAN JINMA ENERGY COMPANY LIMITED （於中華人民共和國註冊成立的股份有限公司） | | 普通決議案 | （附註4） 贊成 | 反對 | （附註4） | | --- | --- | --- | --- | --- | | 1. | 選舉饒朝暉先生為本公司非執行董事，任期自緊隨臨時股東大會結束後開始直至 ...