TL Natural Gas Holdings Limited (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） （Stock Code 股份代號：8536） NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s)(Note 1) , TL Natural Gas Holdings Limited (the "Company") - Notification of publication of Annual Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.tl-cng.com and the website of The Stock E ...

TL Natural Gas Holdings Limited (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） （Stock Code 股份代號：8536） NOTIFICATION LETTER 通知信函 Dear Registered Shareholders. TL Natural Gas Holdings Limited (the "Company") – Notice of publication of Annual Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.tl-cng.com and the website of The Stock Exchange of Hong K ...

Financial Performance - The company recorded revenue of RMB 866 million for the fiscal year ending December 31, 2025, a decrease of approximately RMB 97 million or 10.1% compared to 2024[11]. - CNG sales dropped to RMB 384 million in 2025 from RMB 451 million in 2024, primarily due to a continued decline in demand from industrial users[11]. - LNG sales also decreased to RMB 484 million in 2025 from RMB 513 million in 2024, influenced by a drop in average selling prices, although demand remained stable[11]. - Total revenue decreased by approximately RMB 9.7 million or 10.1% to about RMB 86.6 million for the year ended December 31, 2025, compared to RMB 96.3 million for the previous year[17]. - Retail business revenue increased by approximately RMB 1.3 million or 10.4% to about RMB 13.8 million, accounting for 15.9% of total revenue, up from 13.0% in the previous year[19]. - Wholesale business revenue decreased by approximately RMB 8.1 million or 24.8% to about RMB 24.6 million, representing 28.4% of total revenue, down from 33.9%[19]. - LNG sales accounted for 55.9% of total revenue, with sales decreasing by approximately RMB 2.9 million or 5.7% to about RMB 48.4 million[19]. - The net loss for the company reduced by 22.2% to RMB 77 million in 2025 from RMB 99 million in 2024[11]. - The company reported a loss attributable to owners of approximately RMB 7.7 million, a decrease of RMB 2.0 million or 20.6% compared to the previous year[30]. Cost Management - Administrative expenses decreased by 10.1% to RMB 125 million in 2025 from RMB 139 million in 2024[11]. - Cost of sales decreased by approximately RMB 8.7 million or 9.9% to about RMB 79.5 million, primarily due to a significant reduction in CNG sales volume[20]. - Gross profit decreased by approximately RMB 1.0 million to about RMB 7.1 million, with a gross margin of 8.2%, down from 8.4%[21]. - Administrative expenses decreased by approximately RMB 1.4 million or 10.1% to about RMB 13.9 million, mainly due to a reduction in employee costs[27]. - Employee costs for the group were approximately RMB 64 million for the year, down from RMB 75 million the previous year, with a total of 67 employees as of December 31, 2025[42]. Strategic Initiatives - The company plans to leverage its technical expertise to provide charging station services through a new joint venture project by the end of 2025, aligning with global decarbonization goals[12]. - The board believes that the clean energy and low-carbon transportation policies in China present significant development potential for the electricity charging industry[12]. - The company aims to diversify its revenue sources and enhance shareholder value by exploring various business opportunities in response to market conditions[12]. - The main business remains the sale and transportation of CNG and LNG in China, while also participating in hydrogen power generation and charging infrastructure[12]. - The company plans to leverage opportunities in the hydrogen and charging infrastructure sectors as part of its strategy to align with global decarbonization trends[32]. Financial Position - As of December 31, 2025, the total equity of the group was approximately RMB 506 million, a decrease from RMB 533 million as of December 31, 2024[34]. - The group's cash and cash equivalents as of December 31, 2025, were approximately RMB 310 million, an increase from RMB 294 million as of December 31, 2024[34]. - The group's operating working capital was approximately RMB 346 million as of December 31, 2025, compared to RMB 339 million as of December 31, 2024, with a current ratio of 4.8[34]. - The group recorded trade receivables of approximately RMB 18 million as of December 31, 2025, remaining stable compared to RMB 18 million as of December 31, 2024, with a reduction in trade receivables turnover days to approximately 7.6 days from 9.1 days[38]. - The group has no bank borrowings as of December 31, 2025, resulting in an inapplicable debt-to-equity ratio[34]. Corporate Governance - The board consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[153]. - The independent non-executive directors have confirmed their independence according to the guidelines set out in GEM Listing Rules, and the company believes all independent non-executive directors maintain their independence[158]. - The company has adopted and applied the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance with all applicable provisions during the year, except for a deviation regarding the separation of the roles of Chairman and CEO[148]. - The board has established three committees: Audit and Risk Management Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of the company's affairs[175]. - The audit and risk management committee assists the board in overseeing the development, implementation, and monitoring of risk management and internal control systems[197]. Shareholder Information - The company’s major shareholders, including Liu Yongcheng and Liu Yongqiang, each hold 35.82% of the issued shares, totaling 76,125,000 shares[107]. - As of December 31, 2025, Liu Yongcheng directly owns 100% of Yongsheng, which holds 19,392,500 shares or approximately 9.13% of the issued shares[113]. - Liu Yongqiang directly owns 100% of Hongsheng, which holds 56,732,500 shares or approximately 26.70% of the issued shares as of December 31, 2025[114]. - The company has not recommended any share buybacks or repurchases during the year[91]. - The company has not engaged in any management or administrative contracts for its business during the year[106]. Risk Management - The board has confirmed its responsibility for the effectiveness of risk management and internal control systems, which aim to manage rather than eliminate risks[195]. - The company has established procedures for identifying, assessing, and managing significant risks that may impact its business and operations[199]. - The audit and risk management committee reviewed the consolidated financial statements, confirming compliance with applicable reporting standards and GEM Listing Rules[140]. Employee Engagement and Diversity - The company emphasizes the importance of relationships with employees, customers, and business partners for sustainable development[87]. - The board consists of six directors, with four males and two females, resulting in a female representation of approximately 33%[188]. - As of December 31, 2025, the gender ratio among all employees is approximately 38% male and 62% female[188]. - The company aims to maintain a proper balance of diversity related to business growth and ensure diverse candidates are considered in recruitment practices[186].

Financial Performance - The group recorded revenue of RMB 866 million for the year, a decrease of approximately RMB 97 million or 10.1% compared to 2024[15]. - CNG sales dropped to RMB 384 million from RMB 451 million in 2024, primarily due to a continued decline in demand from industrial users[15]. - LNG sales also decreased to RMB 484 million from RMB 513 million in 2024, influenced by a drop in average selling prices, although demand remained stable[15]. - The net loss for the year was reduced by 22.2% to RMB 77 million from RMB 99 million in 2024[15]. - The company's total revenue decreased by approximately RMB 9.7 million or 10.1% to about RMB 86.6 million for the year ending December 31, 2025, compared to approximately RMB 96.3 million for the previous year[21]. - Retail CNG sales increased by approximately RMB 1.3 million or 10.4% to about RMB 13.8 million, accounting for 15.9% of total revenue, up from 13.0% the previous year[23]. - Wholesale CNG sales revenue decreased by approximately RMB 8.1 million or 24.8% to about RMB 24.6 million, representing 28.4% of total revenue, down from 33.9% the previous year[23]. - LNG sales accounted for 55.9% of total revenue, amounting to approximately RMB 48.4 million, a decrease of about RMB 2.9 million or 5.7% from the previous year's RMB 51.3 million[23]. - The company's cost of sales was approximately RMB 79.5 million, a decrease of about RMB 8.7 million or 9.9% from approximately RMB 88.2 million the previous year[24]. - Gross profit decreased to approximately RMB 7.1 million, down from about RMB 8.1 million, with a gross margin of 8.2%, slightly down from 8.4% the previous year[25]. - Other income recorded approximately RMB 197,000, down from RMB 327,000 the previous year, primarily due to a decrease in bank interest income[26]. Administrative and Operational Expenses - Administrative expenses for the ongoing business decreased by 10.1% to RMB 125 million from RMB 139 million in 2024[15]. - Administrative expenses decreased by approximately RMB 3.0 million from RMB 15.5 million to RMB 12.5 million, offset by a decrease in gross profit of approximately RMB 1.0 million[34]. - The company recorded employee costs of approximately RMB 6.4 million, down from RMB 7.5 million in the previous year[46]. Equity and Cash Position - Total equity as of December 31, 2025, was approximately RMB 50.6 million, down from RMB 53.3 million as of December 31, 2024[38]. - Cash and cash equivalents as of December 31, 2025, were approximately RMB 31.0 million, an increase from RMB 29.4 million as of December 31, 2024[38]. - The company's operating working capital was approximately RMB 34.6 million, compared to RMB 33.9 million as of December 31, 2024, with a current ratio of 4.8[38]. - The company has no interest-bearing bank borrowings, resulting in an asset-to-liability ratio not applicable[38]. Strategic Initiatives and Future Plans - The company plans to leverage its technical expertise to provide charging station services as part of its strategy to support global decarbonization goals[16]. - The board believes that the clean energy and low-carbon transportation policies in China present significant development potential for the electricity charging industry[16]. - The company will continue to explore various business opportunities to diversify revenue sources and enhance shareholder value[16]. - The company plans to establish a joint venture to enter the electricity charging market, leveraging resources from partners with extensive experience in the sector[51]. - A joint venture agreement was established with Huate Power (China) Co., Ltd. and Jiuyue Investment Holdings Ltd. to form a new company focused on methanol hydrogen fuel cell systems and supercharging stations[47]. - The construction of a CNG refueling station is expected to be completed by the end of 2026, with several equipment quotes already obtained[57]. - The company has upgraded the infrastructure at its Jingzhou mother station to enable LNG refueling capabilities, which was completed in the current fiscal year[57]. Shareholder and Capital Management - The company plans to raise up to 35,451,000 shares at a placement price of HKD 0.658 per share, representing a discount of approximately 17.75% from the closing price prior to the agreement[62]. - A total of 5,940,000 shares were successfully placed at a price of HKD 0.658 per share, raising approximately HKD 3.9 million, with a net amount of about HKD 3 million after deducting commissions and expenses[63]. - The net proceeds from the 2024 placement are allocated as follows: HKD 1.5 million (50%) for investment in renewable energy-related businesses and HKD 1.5 million (50%) for general working capital[64]. - The 2025 placement agreement allows for the issuance of up to 29,310,000 shares at a price of HKD 0.225 per share, representing a discount of approximately 16.67% from the closing price on the agreement date[66]. - The total gross proceeds from the 2025 placement are approximately HKD 6.6 million, with a net amount of about HKD 6 million after expenses[67]. - The planned use of the net proceeds from the 2025 placement includes HKD 3 million (50%) for establishing a joint venture and HKD 3 million (50%) for general working capital[68]. - The board has resolved to reallocate approximately HKD 3 million (50% of the unutilized net proceeds from the 2025 placement) to establish a joint venture in the electricity charging market[70]. - The company intends to utilize the unutilized amounts from the placements by the end of 2026[64][68]. - The company has not reduced, terminated, or sold any existing businesses or operations despite changes in the planned use of proceeds[70]. - The share price for the 2025 placement was determined based on fair negotiations referencing the current market price[66]. - The company aims to expand its shareholder and capital base through the placements, enhancing its fundraising capabilities[66]. Management and Governance - Liu Yongqiang and Liu Yongsheng are responsible for corporate strategy and overall operations, with Liu Yongqiang having 16 years of experience in the natural gas industry[75]. - Liu Yongsheng has over 25 years of work experience and was appointed as an executive director in June 2022[76]. - Zhao Yonghe has over 26 years of experience in finance and accounting, overseeing the group's financial and accounting operations[83]. - The company has a strong management team with diverse backgrounds in finance, operations, and legal affairs, enhancing its governance and compliance capabilities[78][79][84]. - The company reported audited financial statements for the year, indicating a commitment to transparency and accountability[86]. - The board does not recommend a final dividend for the year, consistent with the previous year[93]. - The company has implemented compliance procedures to ensure adherence to relevant environmental laws and regulations[89]. - The company has not engaged in any buybacks or sales of its listed securities during the year, aside from disclosed fundraising activities[95]. - The company is committed to sustainable development and maintaining strong relationships with employees, customers, and business partners[91]. - The financial performance and asset-liability summary over the past five fiscal years are detailed on page 114 of the report[94]. - The company has not entered into any management or administrative contracts for its business during the year[110]. Shareholder Structure - Major shareholders include Yongsheng and Hongsheng, each holding 76,125,000 shares, representing 35.82% of the total issued shares as of December 31, 2025[116]. - Anwen Development Limited holds 13,872,500 shares, accounting for 6.53% of the total issued shares[116]. - Liu Yongcheng directly owns 100% of Yongsheng, which holds approximately 9.13% of the issued shares, while Liu Yongqiang directly owns 100% of Hongsheng, which holds approximately 26.70% of the issued shares[117]. - The company has an employee stock option plan approved on April 20, 2018, allowing the issuance of stock options to directors and employees as incentives[119]. - The maximum number of shares that can be granted to any single participant under the stock option plan is capped at 1% of the company's issued share capital[120]. - As of December 31, 2025, a total of 25,816,009 stock options have been canceled, with no options currently exercised[122]. - The exercise price for stock options ranges from HKD 0.309 to HKD 0.664, depending on the grant date and market conditions[122]. - The stock options granted in the current year amount to 8,500,000, with an exercise period extending until July 7, 2030[122]. - The company has not disclosed any additional shareholders with significant interests as of December 31, 2025, apart from those mentioned[118]. - The company continues to monitor compliance with the Securities and Futures Ordinance regarding shareholder disclosures[118]. Compliance and Risk Management - The company has adopted trading compliance standards as per GEM Listing Rules, confirming adherence by all directors during the year[138]. - There are no tax benefits or exemptions known to the company for shareholders holding its securities[136]. - The company has maintained a public float of at least 25% of its total issued shares as of the last practicable date prior to the report date[146]. - The audit and risk management committee has reviewed the consolidated financial statements for the year, confirming compliance with applicable reporting standards and GEM listing rules[144]. - No related party transactions that require disclosure under GEM listing rules occurred during the year[143]. - The company has adopted the corporate governance code as a benchmark for its governance practices and has complied with all applicable provisions during the year[152]. - The board consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[157]. - The independent non-executive directors have confirmed their independence according to GEM listing rules, contributing to effective oversight[162]. - The company has established mechanisms to ensure independent opinions are obtained and reviewed annually for effectiveness[169]. - The company has no significant events to disclose following the end of the reporting period, aside from those mentioned in the report[145]. - The company has engaged the same auditor for the past three years, ensuring consistency in financial reporting[148]. - The board is responsible for leading and monitoring the company’s affairs, ensuring sound internal controls and risk management systems are in place[165]. - The board consists of at least three independent non-executive directors, with at least one possessing appropriate professional qualifications in accounting or financial management[170]. - The nomination committee strictly adheres to the nomination policy and evaluates the independence of independent non-executive directors annually[171]. - Independent non-executive directors do not receive performance-related equity compensation to maintain their objectivity and independence[172]. - The audit and risk management committee held two meetings during the year to review interim and annual financial performance and discuss significant financial reporting matters[181]. - The remuneration committee reviewed the compensation schemes for individual directors and senior management, ensuring transparency in the remuneration policies[183]. - The company granted stock options on July 8, 2025, with a vesting period of twelve months from the grant date, in compliance with GEM listing rules[183]. - The nomination committee held one meeting during the year to review the board's structure and the independence of non-executive directors[187]. - All newly appointed directors received formal training upon their initial appointment to understand the company's operations and their responsibilities[175]. - The company encourages all directors to attend relevant training courses, with costs covered by the company[177]. - The audit and risk management committee is composed of three independent non-executive directors, ensuring rigorous oversight of financial reporting and internal controls[181]. Diversity and Inclusion - The board consists of six directors, with four males and two females, resulting in a female representation of approximately 33%[192]. - As of December 31, 2025, the overall gender ratio of the company's employees is approximately 38% male and 62% female[192]. - The nomination committee is committed to reviewing the board's diversity policy regularly to ensure its effectiveness[192]. - The company aims to maintain a balanced approach to diversity related to business growth and ensure diverse candidates are considered in recruitment practices[190]. - The board believes that the current gender diversity is sufficient and has policies in place to ensure potential successors maintain this diversity[192]. Risk Management and Governance Policies - The board is responsible for assessing and determining the nature and extent of risks the company is willing to take to achieve its strategic objectives[200]. - The company has adopted a board diversity policy that includes methods to achieve board diversity, which can be reviewed on the company’s website[188]. - The board will consider setting measurable targets to implement the diversity policy and review progress towards these targets[191]. - The board's diversity policy includes various aspects such as gender, age, cultural background, and professional experience[195]. - The board is responsible for reviewing the company's corporate governance policies and practices, including compliance with legal and regulatory requirements[197].

本公告乃TL Natural Gas Holdings Limited（「本公司」，連 同 其 附 屬 公 司 統 稱「本 集 團」）作 出 的 自 願 公 告，以 向 本 公 司 股 東 及 潛 在 投 資 者 提 供 有 關 本 集 團 最 新 業 務 發 展 的 最 新 資 料。 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。 TL Natural Gas Holdings Limited （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：8536） 有關訂立運營管理服務協議 的自願公告 茲提述本公司日期為二零二五年十二月十六日及二零二六年一月十六日內容 有關成立合營企業及更改所得款項用途的公告（「該等公告」）。除 非 另 有 界 定， 否 則 本 公 告 所 用 詞 彙 具 有 該 等 公 告 所 界 定 的 相 同 涵 義。 運營管理服務協議 董 事 會 欣 ...

TL Natural Gas Holdings Limited 執 行 董 事、主 席 兼 行 政 總 裁 劉永成 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。 TL Natural Gas Holdings Limited （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：8536） 董事會會議日期 TL Natural Gas Holdings Limited（「本公司」，連 同 其 附 屬 公 司 為「本集團」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於 二 零 二 六 年 三 月 二 十 五 日（星 期 三）舉 行，以 審 議 及 批 准 本 集 團 截 至 二 零 二 五 年 十 二 月 三 十 一 日 止 年 度 之 已 審 核 年 度 業 績 及 處 理 任 何 其 他 事 項。 承董事會命 香 港，二 零 二 六 ...

FF301 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: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: TL Natural Gas Holdings Limited (於開曼群島註冊成立的有限公司) 呈交日期: 2026年3月3日 I. 法定/註冊股本變動 1. 股份分類 普通股 股份類別 不適用 於香港聯交所上市 (註1) 是 證券代號 (如上市) 08536 說明 已發行股份（不包括庫存股份）數目 庫存股份數目 已發行股份總數 上月底結存 212,505,000 0 212,505,000 增加 / 減少 (-) 0 0 本月底結存 212,505,000 0 212,505,000 足夠公眾持股量的確認(註4) | 根據《主板上市規則》第13.32D(1)條或第19A.28D(1)條 / 《GEM上市規則》第17.37D(1)條或第25.21D(1)條，我們在此確認，就上述所列股份類別而言，截至本月底: | | --- | | ✔ 已符合適用的公眾持股量要求（見下方） | | 未符合適用的公眾持股量要求（見下方） | | ...

FF301 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: 2026年1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: TL Natural Gas Holdings Limited (於開曼群島註冊成立的有限公司) 呈交日期: 2026年2月4日 第 2 頁 共 10 頁 v 1.2.0 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08536 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,500,000,000 | HKD | | 0.04 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 2,500,000, ...

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。 TL Natural Gas Holdings Limited （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：8536） 有關成立合營企業及 更改所得款項用途的 補充公告 本 公 司 謹 此 就 該 公 告 補 充 以 下 資 料。 1. 對合營企業的出資 於 本 公 告 日 期，合 營 企 業 已 根 據 合 營 協 議 註 冊 成 立，由 本 公 司 間 接 全 資 擁 有。根 據 合 營 協 議，本 集 團、華 特 動 力 及 九 域 投 資 控 股 將 分 別 出 資3,060,000 港 元、1,470,000港元及1,470,000港 元。下 表 載 列 合 營 企 業 於(i)緊接增資完成 前；及(ii)緊 隨 增 資 完 成 後 的 股 權 結 構： | 股東 | 緊接增資完成前 | | 緊隨增資完成 ...

FF301 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12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: TL Natural Gas Holdings Limited (於開曼群島註冊成立的有限公司) 呈交日期: 2026年1月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08536 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,500,000,000 | HKD | 0.04 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 2,500,000,000 | HKD | 0.04 | H ...