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9月30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) FF301 | 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 | 第 2 頁 共 10 頁 v 1.1.1 呈交日期: ...

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: TL Natural Gas Holdings Limited (於開曼群島註冊成立的有限公司) 呈交日期: 2025年9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 | | | | | | | | | | 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 | | 0 | | 本月底結存 | | | 2,500,000,000 | HKD | | 0.04 ...

TL Natural Gas Holdings Limited Dear Non-registered Shareholder(s)(Note 1) , TL Natural Gas Holdings Limited (the "Company") - Notification of publication of Interim 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 Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Version"). The Company str ...

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 Interim 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 ...

[Company Information and Report Statements](index=1&type=section&id=Company%20Information%20and%20Report%20Statements) This section outlines TL Natural Gas Holdings Limited's GEM listing, its corporate profile, and the report's compliance and definitions [Company Profile and GEM Characteristics](index=1&type=section&id=Company%20Profile%20and%20GEM%20Characteristics) TL Natural Gas Holdings Limited, listed on GEM (stock code 8536), is incorporated in the Cayman Islands, with GEM offering listing opportunities for SMEs but carrying higher investment risks - Company name: TL Natural Gas Holdings Limited, stock code **8536**, incorporated in Cayman Islands, listed on HKEX GEM[1](index=1&type=chunk) - HKEX GEM market provides listing platform for SMEs but involves **higher investment risks**, potential market volatility, and no guarantee of high liquidity[2](index=2&type=chunk) [Report Statements and Definitions](index=2&type=section&id=Report%20Statements%20and%20Definitions) This report's information complies with GEM Listing Rules, with directors assuming full responsibility for accuracy, and all currency values are in RMB, defining CNG and LNG - Report information published in compliance with HKEX GEM Listing Rules; directors assume full responsibility for accuracy, completeness, and non-misleading nature[3](index=3&type=chunk) - All currency values in the report are presented in Renminbi ("RMB")[4](index=4&type=chunk) - Compressed Natural Gas (CNG) refers to high-pressure compressed natural gas used as a clean alternative vehicle fuel; Liquefied Natural Gas (LNG) refers to natural gas converted into liquid form[4](index=4&type=chunk) [Unaudited Condensed Consolidated Financial Results](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Results) This section presents the unaudited condensed consolidated financial statements, including income, comprehensive income, financial position, equity changes, and cash flows [Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, group revenue decreased to RMB 42,882 thousand, while loss for the period narrowed to RMB 2,679 thousand Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 42,882 | 44,424 | (1,542) | -3.47% | | Cost of sales | (39,263) | (40,563) | 1,300 | -3.20% | | Gross profit | 3,619 | 3,861 | (242) | -6.27% | | Loss before tax | (2,679) | (4,000) | 1,321 | -33.03% | | Loss for the period | (2,679) | (4,497) | 1,818 | -40.43% | | Loss for the period attributable to owners of the Company | (2,679) | (4,423) | 1,744 | -39.43% | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, total comprehensive expense for the period significantly decreased to RMB 2,977 thousand, driven by a narrower loss and improved exchange differences Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (2,679) | (4,497) | 1,818 | -40.43% | | Exchange differences on translating foreign operations | – | (1,958) | 1,958 | -100.00% | | Exchange differences on translating financial statements of the Company | (298) | 977 | (1,275) | -130.50% | | Other comprehensive expense for the period (net of tax) | (298) | (981) | 683 | -69.62% | | Total comprehensive expense for the period | (2,977) | (5,478) | 2,501 | -45.66% | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets increased to RMB 64,367 thousand, with net assets rising to RMB 55,880 thousand and net current assets to RMB 40,215 thousand Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 15,793 | 19,997 | (4,204) | -21.02% | | Total current assets | 48,574 | 42,204 | 6,370 | 15.10% | | Total current liabilities | 8,359 | 8,324 | 35 | 0.42% | | Net current assets | 40,215 | 33,880 | 6,335 | 18.69% | | Net assets | 55,880 | 53,298 | 2,582 | 4.85% | | Total equity | 55,880 | 53,298 | 2,582 | 4.85% | [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners increased to RMB 55,880 thousand, primarily due to new share issuance proceeds, partially offset by loss and exchange differences - Total equity attributable to owners of the Company was **RMB 55,880 thousand** as of June 30, 2025, an increase from **RMB 53,298 thousand** as of January 1, 2025[11](index=11&type=chunk) - The increase in equity was primarily due to net proceeds from share issuance of **RMB 5,559 thousand**, partially offset by a loss for the period of **RMB 2,679 thousand** and a decrease in exchange fluctuation reserve of **RMB 298 thousand**[11](index=11&type=chunk) - Lapse of share options resulted in a decrease in share option reserve of **RMB 4,300 thousand** and a corresponding increase in accumulated losses[11](index=11&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash and cash equivalents increased by RMB 2,521 thousand, reaching RMB 32,101 thousand at period-end, with reduced net cash used in operating activities and increased net cash from financing activities Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (2,769) | (3,506) | 737 | -21.02% | | Net cash from investing activities | 31 | 79 | (48) | -60.76% | | Net cash from financing activities | 5,259 | 2,932 | 2,327 | 79.37% | | Net increase (decrease) in cash and cash equivalents | 2,521 | (495) | 3,016 | -609.29% | | Cash and cash equivalents at end of period | 32,101 | 27,913 | 4,188 | 15.00% | [Notes to the Condensed Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes to the financial statements, covering general information, accounting policies, segment information, and other financial disclosures [General Information](index=9&type=section&id=General%20Information) The Company, incorporated in the Cayman Islands and listed on the Stock Exchange, primarily engages in natural gas sales and digital marketing services, with Yong Sheng Industrial Limited and Hong Sheng Industrial Limited as its holding and ultimate holding companies - The Company is incorporated in the Cayman Islands and its shares are listed on the Stock Exchange[14](index=14&type=chunk) - The Group's principal activities are natural gas sales and provision of digital marketing services[15](index=15&type=chunk) - The Company's holding company and ultimate holding company are Yong Sheng Industrial Limited and Hong Sheng Industrial Limited, respectively[14](index=14&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=9&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared under HKAS 34 and GEM Listing Rules, using the historical cost convention, consistent with prior year policies, with no significant impact from new HKFRS amendments - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the applicable disclosure requirements of the GEM Listing Rules[16](index=16&type=chunk) - The financial statements are prepared on a historical cost basis, and accounting policies are consistent with the annual consolidated financial statements for the year ended December 31, 2024[17](index=17&type=chunk) - Newly applied amendments to Hong Kong Financial Reporting Standards (HKAS 21 amendments) have no significant impact on the Group's financial position and performance[19](index=19&type=chunk) [Revenue and Operating Segment Information](index=10&type=section&id=Revenue%20and%20Operating%20Segment%20Information) The Group's main operating segments are natural gas sales and digital marketing services, with natural gas sales being the primary revenue source, while other segments do not meet reportable thresholds - The Group's reportable segments include sales of compressed natural gas and liquefied natural gas, natural gas transmission services ("Natural Gas Sales"), and provision of digital marketing services[21](index=21&type=chunk) - Other operating segments, such as automatic car wash services and fast-food catering services, do not meet the quantitative thresholds for reportable segments and are classified as "Others"[21](index=21&type=chunk) [Reportable Segments](index=11&type=section&id=Reportable%20Segments) This section details the revenue and segment results for the Group's reportable segments, primarily natural gas sales and digital marketing services 2025 First Half Segment Revenue and Results | Segment | Revenue (RMB thousands) | Segment Results (RMB thousands) | | :--- | :--- | :--- | | Natural Gas Sales | 42,882 | (574) | | Digital Marketing Services | – | (364) | | Others | – | (129) | | **Total** | **42,882** | **(1,067)** | 2024 First Half Segment Revenue and Results | Segment | Revenue (RMB thousands) | Segment Results (RMB thousands) | | :--- | :--- | :--- | | Natural Gas Sales | 44,424 | (974) | | Digital Marketing Services | – | (244) | | Others | – | (113) | | **Total** | **44,424** | **(1,331)** | [Revenue Disaggregation and Geographical Information](index=13&type=section&id=Revenue%20Disaggregation%20and%20Geographical%20Information) All the Group's revenue is generated from customers in China, primarily from CNG and LNG sales, with all non-current assets also located in China Customer Contract Revenue Disaggregation (For the six months ended June 30) | Type of Goods or Services | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Sales of compressed natural gas and liquefied natural gas | 42,882 | 44,424 | | **Total Revenue** | **42,882** | **44,424** | - During the reporting period, all the Group's revenue was generated from customers located in China[26](index=26&type=chunk) - As of June 30, 2025, all non-current assets by geographical location were in China, amounting to **RMB 15,793 thousand**[27](index=27&type=chunk) [Major Customer Information](index=13&type=section&id=Major%20Customer%20Information) The Group did not have any major customers whose revenue accounted for 10% or more of the Group's total revenue during the two periods - The Group had no major customers whose revenue amounted to or exceeded **10%** of the Group's total revenue for the two periods[28](index=28&type=chunk) [Other Income, Gains and Other Losses](index=14&type=section&id=Other%20Income%2C%20Gains%20and%20Other%20Losses) For the six months ended June 30, 2025, total other income, gains, and other losses decreased to RMB 88 thousand, mainly due to lower bank interest income Other Income, Gains and Other Losses (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank interest income | 75 | 137 | | Net exchange loss | (1) | (1) | | Miscellaneous income | 14 | 23 | | **Total** | **88** | **159** | [Loss Before Tax](index=14&type=section&id=Loss%20Before%20Tax) For the six months ended June 30, 2025, the Group's loss before tax was primarily driven by cost of inventories sold, depreciation, amortization, utility expenses, transportation expenses, auditor's remuneration, and employee benefit expenses Loss Before Tax Major Components (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories sold | 37,119 | 38,152 | | Depreciation of property, plant and equipment | 1,197 | 1,313 | | Depreciation of right-of-use assets | 276 | 520 | | Amortisation of other intangible assets | 28 | 5 | | Employee benefit expenses | 3,055 | 3,148 | [Finance Costs](index=15&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, the Group's finance costs decreased to RMB 14 thousand, primarily consisting of interest on lease liabilities Finance Costs (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on lease liabilities | 14 | 26 | [Tax](index=15&type=section&id=Tax) For the six months ended June 30, 2025, the Group did not provide for current income tax expense due to no taxable profit and no significant deferred tax, with Chinese subsidiaries subject to a 25% corporate income tax rate Tax Analysis (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current tax – China | – | – | | Deferred tax | – | 497 | | **Total tax for the period** | **–** | **497** | - The Group is not subject to income tax in the Cayman Islands and British Virgin Islands, and no Hong Kong profits tax was provided for Hong Kong subsidiaries due to no assessable profits[33](index=33&type=chunk) - Chinese subsidiaries are subject to corporate income tax at a statutory rate of **25%**[33](index=33&type=chunk) [Loss Per Share](index=16&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share attributable to owners narrowed to RMB (1.46) cents, with diluted loss per share being the same due to the anti-dilutive effect of share options Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the Company (RMB thousands) | (2,679) | (4,423) | | Weighted average number of ordinary shares (thousands) | 183,839 | 182,249 | | **Basic loss per share (cents)** | **(1.46)** | **(2.43)** | - Diluted loss per share is the same as basic loss per share because the outstanding share options had an anti-dilutive effect on the basic loss per share amount[35](index=35&type=chunk) [Dividends](index=16&type=section&id=Dividends) The Board did not declare any dividends for the six months ended June 30, 2025, consistent with the prior period - The Board did not declare any dividends for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[36](index=36&type=chunk) [Movements in Property, Plant and Equipment and Right-of-Use Assets](index=16&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) During the interim period, the Group acquired property, plant, and equipment at a cost of RMB 44 thousand, a decrease from the prior period, with no additions to right-of-use assets in either period - The Group acquired property, plant and equipment at a cost of **RMB 44 thousand** during the interim period, a decrease from **RMB 58 thousand** in the prior period[37](index=37&type=chunk) - No additions to right-of-use assets were identified in either period[38](index=38&type=chunk) [Trade Receivables](index=17&type=section&id=Trade%20Receivables) As of June 30, 2025, net trade receivables slightly increased to RMB 1,886 thousand, with a typical credit period of one month and no collateral held Net Trade Receivables (As of June 30) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Gross trade receivables | 1,907 | 1,816 | | Less: Provision for expected credit losses | (21) | (14) | | **Net trade receivables** | **1,886** | **1,802** | - The Group primarily enters into trade terms with customers on credit, with a typical credit period of **one month**, and holds no collateral or other credit enhancements for trade receivable balances[39](index=39&type=chunk) Trade Receivables Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | 1,886 | 1,802 | [Trade Payables](index=18&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables significantly decreased to RMB 22 thousand, with supplier credit periods ranging from 30 to 90 days Trade Payables Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | – | 119 | | 3 to 6 months | 22 | – | | **Total** | **22** | **119** | - The Group is generally granted credit periods ranging from **30 to 90 days** by its suppliers[43](index=43&type=chunk) [Share Capital](index=18&type=section&id=Share%20Capital) As of June 30, 2025, the Company's issued and fully paid share capital increased to RMB 7,280 thousand, comprising 212,505,000 shares, primarily due to the issuance of 29,310,000 new shares during the period Share Capital Movements (As of June 30) | Indicator | June 30, 2025 (Number of Shares) | June 30, 2025 (RMB thousands) | December 31, 2024 (Number of Shares) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | At beginning of period/year | 183,195,000 | 6,210 | 183,195,000 | 5,990 | | Shares issued | 29,310,000 | 1,070 | 5,940,000 | 220 | | **At end of period/year** | **212,505,000** | **7,280** | **189,135,000** | **6,210** | - On June 27, 2025, **29,310,000 shares** were placed at **HK$0.225 per share** under the terms of a placing agreement, generating gross proceeds of approximately **RMB 6,018 thousand** and net proceeds of approximately **RMB 5,559 thousand**[44](index=44&type=chunk) [Related Party Transactions](index=19&type=section&id=Related%20Party%20Transactions) For the six months ended June 30, 2025, total remuneration paid to key management personnel decreased to RMB 515 thousand Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 507 | 581 | | Contributions to pension schemes | 8 | 8 | | **Total remuneration paid to key management personnel** | **515** | **589** | [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a review of the Group's business operations, financial performance, future outlook, capital structure, and other relevant management insights [Business Review](index=20&type=section&id=Business%20Review) The Group primarily operates in Jingzhou, Hubei Province, China, focusing on CNG and LNG sales and transmission services, procuring CNG from PetroChina and distributing to retail and wholesale customers - The Group's principal place of business is in Jingzhou, Hubei Province, China, engaging in CNG and LNG sales and transmission services[46](index=46&type=chunk) - The Group primarily supplies CNG, with revenue derived from distributing CNG to retail customers (vehicle end-users) and wholesale customers (city gas companies, gas station operators, and industrial users), procuring natural gas from PetroChina Company Limited[47](index=47&type=chunk) - The Group also supplies LNG to some wholesale customers[47](index=47&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's revenue decreased by 3.38% to RMB 42.9 million, while loss for the period narrowed by 38.6% to RMB 2.7 million, with a slight decline in gross profit margin and a significant reduction in administrative expenses [Revenue](index=20&type=section&id=Revenue) Total revenue for the six months ended June 30, 2025, decreased by 3.38% to RMB 42.9 million, with increased LNG sales offsetting declines in wholesale CNG sales Revenue Composition and Change (For the six months ended June 30) | Revenue Source | 2025 (RMB millions) | 2024 (RMB millions) | Change (millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 42.9 | 44.4 | (1.5) | -3.38% | | Sales of CNG to wholesale customers | 12.9 | 17.6 | (4.7) | -26.7% | | Sales of CNG to retail customers | 6.6 | 6.2 | 0.4 | 6.5% | | Sales of LNG | 23.4 | 20.6 | 2.8 | 13.6% | - The increase in LNG sales revenue was due to increased local community demand[48](index=48&type=chunk) [Cost of Sales](index=20&type=section&id=Cost%20of%20Sales) Cost of sales for the six months ended June 30, 2025, decreased by 3.2% to RMB 39.3 million, primarily due to a reduction in the cost of inventories sold Cost of Sales Change (For the six months ended June 30) | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cost of sales | 39.3 | 40.6 | (1.3) | -3.2% | | Cost of inventories sold | 37.1 | 38.2 | (1.1) | -2.9% | [Gross Profit](index=21&type=section&id=Gross%20Profit) Gross profit for the six months ended June 30, 2025, decreased by 7.69% to RMB 3.6 million, with the gross profit margin slightly declining to 8.4% Gross Profit and Gross Profit Margin Change (For the six months ended June 30) | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 3.6 | 3.9 | (0.3) | -7.69% | | Gross profit margin | 8.4% | 8.7% | -0.3% | -3.45% | - The decrease in gross profit margin was mainly due to price guidance from Hubei Provincial Price Bureau and Jingzhou Price Bureau, which prevented the full pass-through of increased natural gas procurement costs, and the low gross profit margin of LNG sales[50](index=50&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses remained stable at approximately RMB 0.3 million for the six months ended June 30, 2025 - Selling and distribution expenses, primarily staff costs and other office expenses for the operating department, remained stable at approximately **RMB 0.3 million** for the six months ended June 30, 2025[51](index=51&type=chunk) [Administrative Expenses](index=21&type=section&id=Administrative%20Expenses) Administrative expenses for the six months ended June 30, 2025, decreased significantly by 20.8% to RMB 6.1 million, mainly due to reduced legal, professional, and consulting fees, and lower staff costs Administrative Expenses Change (For the six months ended June 30) | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 6.1 | 7.7 | (1.6) | -20.8% | - The decrease in administrative expenses was mainly due to a reduction of approximately **RMB 0.7 million** in legal and professional fees and consulting fees, and a reduction of approximately **RMB 0.4 million** in staff costs[52](index=52&type=chunk) [Finance Costs](index=21&type=section&id=Finance%20Costs) Finance costs primarily represent interest on lease liabilities - Finance costs refer to interest on lease liabilities[53](index=53&type=chunk) [Tax](index=21&type=section&id=Tax) For the six months ended June 30, 2025, the Group did not provide for current income tax expense due to no taxable profit and no significant deferred tax - For the six months ended June 30, 2025, the Group did not provide for current income tax expense as no assessable profits were generated during the period and there was no significant deferred tax[54](index=54&type=chunk) [Loss for the Period](index=21&type=section&id=Loss%20for%20the%20Period) Loss attributable to owners for the six months ended June 30, 2025, narrowed by 38.6% to RMB 2.7 million, primarily due to reduced administrative expenses Loss for the Period Attributable to Owners of the Company Change (For the six months ended June 30) | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company | 2.7 | 4.4 | (1.7) | -38.6% | - The decrease in loss was mainly due to a reduction in administrative expenses from approximately **RMB 7.7 million** to approximately **RMB 6.1 million**[55](index=55&type=chunk) [Prospects](index=22&type=section&id=Prospects) Despite global economic challenges, the Group is optimistic about China's natural gas consumption growth driven by clean energy policies, actively exploring new business opportunities, mitigating risks, and prudently considering new investments - The global economic landscape is expected to remain challenging, with geopolitical tensions and a slowdown in China's property market potentially prolonging financial difficulties and hindering growth[56](index=56&type=chunk) - The Group is optimistic about China's natural gas consumption growth, benefiting from the Chinese government's promotion of clean energy (coal-to-gas conversion) and pollution control policies[56](index=56&type=chunk) - The Group will actively explore new business opportunities, diversify revenue streams, mitigate risks, and prudently consider new investments to enhance shareholder value[56](index=56&type=chunk) [Dividends](index=22&type=section&id=Dividends) The Board does not recommend paying any dividends for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend paying any dividends for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[57](index=57&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=22&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group had total equity of approximately RMB 55.9 million and cash and cash equivalents of RMB 32.1 million, demonstrating sufficient working capital and liquidity with no interest-bearing bank borrowings Capital Structure and Liquidity (As of June 30) | Indicator | June 30, 2025 (RMB millions) | | :--- | :--- | | Total equity | 55.9 | | Cash and cash equivalents | 32.1 | | Working capital (Net current assets) | 40.2 | | Current ratio | 5.8 | - The Group has no interest-bearing bank borrowings, thus the gearing ratio is not applicable[58](index=58&type=chunk) - Given stable operating cash inflows and sufficient cash balances, the Group possesses adequate liquidity and financial resources[58](index=58&type=chunk) [Prepayments and Other Receivables](index=23&type=section&id=Prepayments%20and%20Other%20Receivables) As of June 30, 2025, prepayments and other receivables increased to RMB 14.5 million, primarily comprising supplier deposits and advances to third parties Prepayments and Other Receivables Composition (As of June 30) | Item | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | | :--- | :--- | :--- | | Total prepayments and other receivables | 14.5 | 10.9 | | Deposits to suppliers and advances to third parties | 8.7 | 4.9 | | Prepaid expenses | 3.3 | 3.5 | | Amounts due from directors | 2.5 | 2.5 | [Commitments](index=23&type=section&id=Commitments) As of June 30, 2025, the Group had no contracted but unprovided capital commitments, compared to RMB 539 thousand for plant and machinery commitments as of December 31, 2024 Capital Commitments (As of June 30) | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted, but not provided for: Plant and machinery | – | 539 | [Contingent Liabilities and Guarantees](index=23&type=section&id=Contingent%20Liabilities%20and%20Guarantees) As of June 30, 2025, the Group had no significant contingent liabilities and guarantees - As of June 30, 2025, the Group had no significant contingent liabilities and guarantees[61](index=61&type=chunk) [Pledge of Assets](index=23&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had no pledge of assets - As of June 30, 2025, the Group had no pledge of assets[62](index=62&type=chunk) [Foreign Currency Risk](index=23&type=section&id=Foreign%20Currency%20Risk) The Group primarily operates in China with transactions denominated in RMB, experiencing no significant impact from exchange rate fluctuations during the period and undertaking no hedging transactions - The Group operates its business in China, with most transactions denominated in RMB, and did not experience significant impact or difficulties from exchange rate fluctuations on operating liquidity during the period[63](index=63&type=chunk) - The Group has not entered into any hedging transactions or forward contract arrangements[63](index=63&type=chunk) [Interest Rate Risk](index=23&type=section&id=Interest%20Rate%20Risk) The Group has no significant interest rate risk, currently lacks specific management policies, but will closely monitor future risks - The Group has no significant interest rate risk, currently has no specific policies for managing interest rate risk, and has not entered into any interest rate swap transactions[64](index=64&type=chunk) [Material Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures and Future Plans for Material Investments or Capital Assets](index=23&type=section&id=Material%20Investments%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Company held no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period, and the Board currently has no other plans for material investments or capital asset increases - The Company held no material investments, nor any material acquisitions and disposals of subsidiaries, associates, and joint ventures during the period[65](index=65&type=chunk) - As of the date of this report, the Board has not authorized any other plans for material investments or increases in capital assets[66](index=66&type=chunk) [Employees and Remuneration Policy](index=24&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 66 employees with staff costs of approximately RMB 3.1 million, and remuneration policy is based on market salaries, individual performance, commitment, and responsibilities, with training provided Employee Count and Costs (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total employees | 66 | 69 | | Staff costs (For the six months ended June 30, RMB millions) | 3.1 | 2.7 | - Remuneration is determined with reference to comparable market salaries, individual performance, commitment, and responsibilities, with relevant internal and/or external training provided[67](index=67&type=chunk) [Fundraising Activities](index=24&type=section&id=Fundraising%20Activities) The Group conducted two placing activities during the reporting period, the 2024 and 2025 placings, aimed at expanding the shareholder base, capital base, and raising funds [2024 Placing](index=24&type=section&id=2024%20Placing) On January 30, 2024, the Company successfully placed 5,940,000 shares at HK$0.658 per share, with proceeds allocated for renewable energy-related businesses and general working capital - On January 30, 2024, the Company successfully placed **5,940,000 shares** at a placing price of **HK$0.658 per share**[69](index=69&type=chunk) 2024 Placing Proceeds Usage (HK$ millions) | Description | Intended Use Amount | Percentage of Net Proceeds | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Investment in renewable energy-related businesses | 1.5 | 50% | – | 1.5 | | General working capital | 1.5 | 50% | 1.5 | – | | **Total** | **3.0** | **100%** | **1.5** | **1.5** | - The unutilized amount is expected to be utilized before the end of 2025[70](index=70&type=chunk) [2025 Placing](index=25&type=section&id=2025%20Placing) On June 27, 2025, the Company successfully placed 29,310,000 shares at HK$0.225 per share, with proceeds intended for a potential joint venture in black pellet trading and general working capital - On June 27, 2025, the Company successfully placed **29,310,000 shares** at a placing price of **HK$0.225 per share**[72](index=72&type=chunk) 2025 Placing Proceeds Usage (HK$ millions) | Description | Intended Use Amount | Percentage of Net Proceeds | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Possible establishment of a joint venture for trading black pellets | 3.0 | 50% | – | 3.0 | | General working capital | 3.0 | 50% | – | 3.0 | | **Total** | **6.0** | **100%** | **–** | **6.0** | - The proposed investment in the joint venture is expected in 2025, and net proceeds for general working capital are expected to be utilized before 2026[73](index=73&type=chunk) [Use of Proceeds](index=27&type=section&id=Use%20of%20Proceeds) The Company's net proceeds from its 2018 listing, approximately HK$29.2 million, were primarily for expanding the gas station network and upgrading the Jingzhou mother station, with the latter completed in 2021 and other station constructions awaiting government approval [Use of Listing Proceeds](index=27&type=section&id=Use%20of%20Listing%20Proceeds) This section details the allocation of net proceeds from the Company's 2018 listing, primarily for expanding the gas station network and upgrading the Jingzhou mother station Listing Proceeds Usage (HK$ thousands) | Description | Intended Use in Prospectus | Percentage of Net Proceeds | Actual Use as of June 30, 2025 | Unutilized Amount as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Construction of a CNG gas station to expand the gas station network | 5,212 | 17.9% | 2,400 | 2,812 | | Construction of an integrated CNG/LNG gas station to expand the gas station network | 12,250 | 42.0% | 2,334 | 9,916 | | Upgrade of infrastructure and equipment at Jingzhou mother station to include LNG refueling capability | 8,772 | 30.1% | 8,772 | – | | Working capital and other general corporate purposes | 2,916 | 10.0% | 2,916 | – | | **Total** | **29,150** | **100.0%** | **16,422** | **12,728** | [Progress of Implementation Plan](index=28&type=section&id=Progress%20of%20Implementation%20Plan) Plans for building CNG and integrated CNG/LNG stations are awaiting government approval, while the Jingzhou mother station upgrade was completed in 2021, and unutilized proceeds are held in licensed banks - Plans to construct CNG gas stations and integrated CNG/LNG gas stations have obtained equipment quotations, negotiated consultant terms, and submitted applications to the government, with completion expected by the end of 2025[76](index=76&type=chunk) - The implementation plan to upgrade infrastructure and equipment at the Jingzhou mother station to include LNG refueling capability was completed in **2021**, and the mother station can now sell both CNG and LNG[76](index=76&type=chunk)[77](index=77&type=chunk) - Due to the demolition of a sub-station, the Company has been seeking relocation opportunities, and other gas station constructions are awaiting approval from relevant government authorities[77](index=77&type=chunk) - As of June 30, 2025, the unutilized net proceeds were deposited in licensed banks in China[77](index=77&type=chunk) - The Directors do not anticipate any changes to the major plans for the use of proceeds[78](index=78&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) This section covers various other disclosures, including directors' and major shareholders' interests, share option schemes, compliance, and corporate governance [Directors' and Chief Executive's Interests and/or Short Positions in Shares, Underlying Shares and Debentures of the Company and any Associated Corporations](index=29&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%2For%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20any%20Associated%20Corporations) As of June 30, 2025, Executive Directors Mr. Liu Yongcheng and Mr. Liu Yongqiang, acting in concert, were deemed to have long positions in approximately 35.82% of the Company's total issued shares Directors' and Chief Executive's Long Positions in Ordinary Shares and Underlying Shares of the Company (As of June 30) | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Liu Yongcheng | Interest in controlled corporation and parties acting in concert | 76,125,000 | 35.82% | | Mr. Liu Yongqiang | Interest in controlled corporation and parties acting in concert | 76,125,000 | 35.82% | - Mr. Liu Yongcheng directly owns **100%** interest in Yong Sheng Industrial Limited, which holds **19,392,500 shares**. Mr. Liu Yongqiang directly owns **100%** interest in Hong Sheng Industrial Limited, which holds **56,732,500 shares**[81](index=81&type=chunk) - Mr. Liu Yongcheng and Mr. Liu Yongqiang are parties acting in concert, and thus are deemed or taken to be interested in the shares held by each other[81](index=81&type=chunk) [Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company](index=31&type=section&id=Substantial%20Shareholders%27%20Interests%20and%2For%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Yong Sheng Industrial Limited and Hong Sheng Industrial Limited, acting in concert, held approximately 35.82% interest each in the Company's issued shares, while An Wen Development Limited held 6.53% Substantial Shareholders' Long Positions in Ordinary Shares and Underlying Shares of the Company (As of June 30) | Name | Capacity | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Yong Sheng Industrial Limited | Beneficial owner and parties acting in concert | 76,125,000 | 35.82% | | Hong Sheng Industrial Limited | Beneficial owner and parties acting in concert | 76,125,000 | 35.82% | | An Wen Development Limited | Beneficial owner | 13,872,500 | 6.53% | - The interests of Yong Sheng Industrial Limited and Hong Sheng Industrial Limited are controlled by Mr. Liu Yongcheng and Mr. Liu Yongqiang, respectively, through direct shareholding and acting-in-concert agreements[84](index=84&type=chunk)[85](index=85&type=chunk) - Mr. Yu Jianwei directly owns **100%** interest in An Wen Development Limited[85](index=85&type=chunk) [Share Option Scheme](index=32&type=section&id=Share%20Option%20Scheme) The Company's share option scheme was approved on April 20, 2018; all existing options lapsed during the six months ended June 30, 2025, with no expense recognized, and 8,500,000 new options were granted post-period on July 8, 2025 - The Share Option Scheme was approved and adopted by shareholders on **April 20, 2018**[86](index=86&type=chunk) - During the six months ended June 30, 2025, all existing share options lapsed, and no share option expense was recognized for the period[94](index=94&type=chunk) - The vesting period for share options is divided into three tranches: **30%** from the grant date to expiry, **30%** from the first anniversary of the grant date to expiry, and **40%** from the second anniversary of the grant date to expiry[92](index=92&type=chunk) - Share options are exercisable for a period of **five years** from the grant date, with fair value calculated using the Binomial Option Pricing Model[92](index=92&type=chunk) - Subsequent to the end of the reporting period, on July 8, 2025, the Company granted a total of **8,500,000 share options**, representing approximately **4.00%** of the issued shares as of the date of this report[95](index=95&type=chunk) [Directors' Rights to Acquire Shares](index=35&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares) For the six months ended June 30, 2025, the Company granted no rights to any directors or their associates to acquire benefits by purchasing the Company's shares or debentures - For the six months ended June 30, 2025, the Company did not grant any rights to any directors or their respective spouses or children under 18 years of age to acquire benefits by purchasing the Company's shares or debentures[96](index=96&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[97](index=97&type=chunk) [Compliance with the Required Standard of Dealings by Directors in Securities Transactions](index=35&type=section&id=Compliance%20with%20the%20Required%20Standard%20of%20Dealings%20by%20Directors%20in%20Securities%20Transactions) The Company adopted the required standard of dealings for directors' securities transactions as per GEM Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted the required standard of dealings as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions[98](index=98&type=chunk) - Following specific enquiries made to all Directors, all Directors confirmed their compliance with the required standard of dealings for the six months ended June 30, 2025[98](index=98&type=chunk) [Non-Competition Undertaking](index=36&type=section&id=Non-Competition%20Undertaking) The controlling shareholders signed a non-competition undertaking on April 20, 2018, and confirmed compliance during the reporting period, committing not to engage in any business competing with the Group - The Group's controlling shareholders signed a non-competition undertaking on **April 20, 2018**, and confirmed compliance with the undertaking during the period[99](index=99&type=chunk) - The controlling shareholders undertake not to directly or indirectly conduct, operate, or engage in any business that competes or may compete significantly with the existing business activities of any member of the Group[99](index=99&type=chunk) [Competing Interests](index=36&type=section&id=Competing%20Interests) As of June 30, 2025, no directors, controlling shareholders, or substantial shareholders, or their close associates, held any positions or interests in businesses that compete significantly with the Group's operations - For the six months ended June 30, 2025, to the best knowledge of the Directors, no Directors, controlling shareholders, and substantial shareholders of the Company, or their respective close associates, held any positions or interests in any business or company that competes or may compete significantly with the Group's business[100](index=100&type=chunk) [Corporate Governance Code](index=36&type=section&id=Corporate%20Governance%20Code) The Company adopted and complied with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with a deviation where the Chairman and Chief Executive are the same person, which the Board deems appropriate with proper checks and balances - The Company has adopted and complied with the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules[101](index=101&type=chunk) - There is one deviation: the roles of Chairman and Chief Executive are performed by Mr. Liu Yongcheng, which deviates from Code Provision C.2.1[101](index=101&type=chunk) - The Board believes this deviation is appropriate as Mr. Liu Yongcheng is familiar with the Group's operations, and there are proper checks and balances exercised by the Board and three independent non-executive Directors[101](index=101&type=chunk) [Update on Directors' Information](index=37&type=section&id=Update%20on%20Directors%27%20Information) For the six months ended June 30, 2025, no changes in directors' information required disclosure under GEM Listing Rule 17.50A(1) - For the six months ended June 30, 2025, no changes in directors' information were required to be disclosed pursuant to Rule 17.50A(1) of the GEM Listing Rules[102](index=102&type=chunk) [Audit and Risk Management Committee](index=37&type=section&id=Audit%20and%20Risk%20Management%20Committee) The Company established an Audit and Risk Management Committee, comprising three independent non-executive directors, which reviewed the Group's unaudited condensed consolidated financial statements and this report for the six months ended June 30, 2025 - The Company has established an Audit and Risk Management Committee, whose written terms of reference comply with Code Provision D.3.3 of the Corporate Governance Code[103](index=103&type=chunk) - The Committee comprises three independent non-executive Directors: Mr. Yang Zhenyu (Chairman), Ms. Luo Hongru, and Ms. Zeng Li[103](index=103&type=chunk) - The Committee has reviewed the Group's unaudited condensed consolidated financial statements and this report for the six months ended June 30, 2025[103](index=103&type=chunk) [Post-Balance Sheet Events](index=37&type=section&id=Post-Balance%20Sheet%20Events) Except as disclosed in this report, no significant events occurred after the end of the reporting period - Save as disclosed in this report, no significant events occurred after the end of the reporting period[104](index=104&type=chunk) [Forward-Looking Statements](index=37&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements regarding the Group's future financial condition, operating results, and business, which involve known and unknown risks and uncertainties that could cause actual results to differ materially from expectations - This report contains forward-looking statements regarding the Group's financial condition, operating results, and business[105](index=105&type=chunk) - These forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from expectations[105](index=105&type=chunk) [By Order of the Board](index=37&type=section&id=By%20Order%20of%20the%20Board) This report was issued by Mr. Liu Yongcheng, Chairman and Chief Executive Officer, on behalf of the Board on August 14, 2025, with the Board comprising three executive and three independent non-executive directors - This report was issued by Mr. Liu Yongcheng, Chairman and Chief Executive Officer, on behalf of the Board on **August 14, 2025**[106](index=106&type=chunk) - The Board comprises Executive Directors Mr. Liu Yongcheng, Mr. Liu Yongqiang, and Mr. Liu Yongsheng; and Independent Non-executive Directors Ms. Luo Hongru, Ms. Zeng Li, and Mr. Yang Zhenyu[106](index=106&type=chunk)

Core Viewpoint - TL Natural Gas (08536.HK) reported a revenue of 42.882 million RMB for the six months ending June 30, 2025, reflecting a year-on-year decline of 3.5% [1] - The company recorded a loss attributable to owners of 2.679 million RMB, which represents a year-on-year narrowing of 39.4% [1] - The basic loss per share was 1.46 cents [1] Financial Performance - Revenue for the period was 42.882 million RMB, down 3.5% compared to the previous year [1] - Loss attributable to owners was 2.679 million RMB, showing an improvement of 39.4% year-on-year [1] - Basic loss per share stood at 1.46 cents [1]

Core Viewpoint - TL NATURAL GAS reported a revenue of 42.882 million RMB for the six months ending June 30, 2025, representing a year-on-year decline of 3.5% due to a significant decrease in CNG sales, partially offset by an increase in LNG sales [1] Financial Performance - Revenue for the period was 42.882 million RMB, down 3.5% year-on-year [1] - The loss attributable to the company's owners was 2.679 million RMB, which narrowed by 39.4% compared to the previous year [1] - Basic loss per share was 1.46 cents [1] Sales Breakdown - The decline in revenue was primarily driven by a substantial decrease in CNG sales [1] - The decrease in CNG sales was partially compensated by an increase in LNG sales [1]

Core Viewpoint - TL Natural Gas (08536) reported a revenue of 42.882 million RMB for the six months ending June 30, 2025, representing a year-on-year decline of 3.5% [1] - The company recorded a loss attributable to owners of 2.679 million RMB, which narrowed by 39.4% year-on-year [1] - Basic loss per share was 1.46 cents [1] Revenue Analysis - The decrease in revenue was primarily due to a significant reduction in CNG sales, which was partially offset by an increase in LNG sales [1]

[Company Information and Report Declaration](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF%E4%B8%8E%E6%8A%A5%E5%91%8A%E5%A3%B0%E6%98%8E) This section provides an overview of the company, its reporting standards, and the responsibilities of its directors [Company Overview and Report Publication](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E6%A6%82%E5%86%B5%E4%B8%8E%E6%8A%A5%E5%91%8A%E5%8F%91%E5%B8%83) TL Natural Gas Holdings Limited (Stock Code: 8536) announced its unaudited interim results for the six months ended June 30, 2025, with the full report published on HKEX and the company website - TL Natural Gas Holdings Limited (Stock Code: 8536) released its unaudited interim results for the six months ended June 30, 2025[2](index=2&type=chunk) - This announcement contains the full 2025 interim report, complying with GEM Listing Rules[2](index=2&type=chunk) - The report is published on the HKEX website www.hkexnews.hk and the company website www.tl-cng.com[5](index=5&type=chunk) [Characteristics of GEM Market and Directors' Responsibilities](index=2&type=section&id=GEM%E5%B8%82%E5%9C%BA%E7%89%B9%E7%82%B9%E4%B8%8E%E8%91%A3%E4%BA%8B%E8%B4%A3%E4%BB%BB) The Stock Exchange's GEM market offers a listing platform for SMEs with higher investment risks, and the company's directors collectively and individually assume full responsibility for the report's accuracy - The Stock Exchange's GEM market is positioned for small and medium-sized companies, carrying higher investment risks and potential for significant market volatility[6](index=6&type=chunk) - The company's directors collectively and individually assume full responsibility for the information in this report, confirming its accuracy and completeness in all material aspects, without misleading or fraudulent content[7](index=7&type=chunk) [Currency and Terminology Definitions](index=2&type=section&id=%E8%B4%A7%E5%B8%81%E4%B8%8E%E6%9C%AF%E8%AF%AD%E5%AE%9A%E4%B9%89) All monetary values in this report are presented in RMB, with definitions provided for Compressed Natural Gas (CNG) and Liquefied Natural Gas (LNG) as clean alternative vehicle fuels - All monetary values are presented in Renminbi ("RMB")[8](index=8&type=chunk) - Compressed Natural Gas (CNG) refers to natural gas compressed to high density under high pressure, used as a clean alternative vehicle fuel[8](index=8&type=chunk) - Liquefied Natural Gas (LNG) refers to natural gas converted into liquid form[8](index=8&type=chunk) [Financial Performance Overview](index=3&type=section&id=%E8%B4%A2%E5%8A%A1%E4%B8%9A%E7%BB%A9%E6%A6%82%E8%A7%88) This section provides a concise summary of the group's financial results, including income, comprehensive expenses, financial position, equity changes, and cash flows for the period [Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue decreased by 3.47% to **RMB 42,882 thousand**, while loss for the period narrowed by 40.43% to **RMB 2,679 thousand** Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 42,882 | 44,424 | -3.47% | | Cost of sales | (39,263) | (40,563) | -3.21% | | Gross profit | 3,619 | 3,861 | -6.31% | | Loss before tax | (2,679) | (4,000) | -33.03% | | Loss for the period | (2,679) | (4,497) | -40.43% | | Basic and diluted loss per share attributable to owners of the Company | RMB (1.46) cents | RMB (2.43) cents | -39.92% | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's total comprehensive expense significantly decreased by 45.65% to **RMB 2,977 thousand**, driven by a narrower loss for the period and improved exchange differences Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (2,679) | (4,497) | -40.43% | | Exchange differences on translation of foreign operations | – | (1,958) | -100.00% | | Exchange differences on translation of the Company's financial statements | (298) | 977 | -130.50% | | Total comprehensive expense for the period | (2,977) | (5,478) | -45.65% | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) As of June 30, 2025, the Group's total assets less current liabilities increased by 3.96% to **RMB 56,008 thousand**, with net assets growing by 4.85% to **RMB 55,880 thousand** Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 15,793 | 19,997 | -21.02% | | Total current assets | 48,574 | 42,204 | 15.10% | | Total current liabilities | 8,359 | 8,324 | 0.42% | | Net current assets | 40,215 | 33,880 | 18.70% | | Total assets less current liabilities | 56,008 | 53,877 | 3.96% | | Net assets | 55,880 | 53,298 | 4.85% | [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) For the six months ended June 30, 2025, total equity attributable to owners of the Company increased to **RMB 55,880 thousand**, primarily due to reduced loss for the period and increased share capital from new share issuance Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (Thousand RMB) | June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company at beginning of period | 53,298 | 60,093 | -11.31% | | Loss for the period | (2,679) | (4,423) | -39.44% | | Total comprehensive expense for the period | (2,977) | (5,404) | -44.91% | | Issue of shares, net of transaction costs | 5,559 | 3,489 | 59.32% | | Lapse of share options | – | – | N/A | | Equity attributable to owners of the Company at end of period | 55,880 | 58,178 | -3.95% | - Lapse of share options resulted in a **RMB 4,300 thousand** reduction in share option reserve, transferred back to accumulated losses[15](index=15&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group's cash and cash equivalents increased by **RMB 2,521 thousand**, reaching **RMB 32,101 thousand** at period-end, primarily driven by financing activities Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (2,769) | (3,506) | -21.02% | | Net cash from investing activities | 31 | 79 | -60.76% | | Net cash from financing activities | 5,259 | 2,932 | 79.37% | | Net increase (decrease) in cash and cash equivalents | 2,521 | (495) | 609.29% | | Cash and cash equivalents at end of period | 32,101 | 27,913 | 15.00% | [Notes to the Financial Statements](index=9&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) This section details the company's general information, accounting policies, segment reporting, and specific financial item breakdowns [General Information](index=9&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99) The Company, incorporated in the Cayman Islands and listed on the Stock Exchange, primarily engages in natural gas sales and digital marketing services, with Yong Sheng Industrial Limited and Hong Sheng Industrial Limited as its holding and ultimate holding companies - The Company is incorporated in the Cayman Islands, with its shares listed on the Stock Exchange[18](index=18&type=chunk) - The Group's principal activities are natural gas sales and the provision of digital marketing services[19](index=19&type=chunk) - The Company's holding company and ultimate holding company are Yong Sheng Industrial Limited and Hong Sheng Industrial Limited, respectively, both incorporated in the British Virgin Islands[18](index=18&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=9&type=section&id=%E7%BC%96%E5%88%B6%E5%9F%BA%E7%A1%80%E4%B8%8E%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, using the historical cost convention, consistent with prior year policies, with no significant impact from revised HKFRSs - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules of the Stock Exchange[20](index=20&type=chunk) - The historical cost convention is adopted, and accounting policies are consistent with the annual consolidated financial statements for the year ended December 31, 2024[21](index=21&type=chunk) - The application of revised Hong Kong Financial Reporting Standards (such as amendments to HKAS 21) has no significant impact on the financial position and performance for the current and prior periods[22](index=22&type=chunk)[23](index=23&type=chunk) [Revenue and Operating Segment Information](index=10&type=section&id=%E6%94%B6%E5%85%A5%E5%8F%8A%E7%BB%8F%E8%90%A5%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group's main operating segments are natural gas sales and digital marketing services, with other businesses not meeting reportable thresholds; all revenue and non-current assets are derived from China - The Group's reportable segments include sales of compressed natural gas and liquefied natural gas, natural gas transmission services, and the provision of digital marketing services[27](index=27&type=chunk) - Other operating segments, such as automatic car wash services and fast-food catering services, do not meet the quantitative thresholds for reportable segments and are classified as “Others”[25](index=25&type=chunk) Segment Revenue and Results (Six Months Ended June 30, 2025) | Segment | Revenue (Thousand RMB) | Segment Results (Thousand RMB) | | :--- | :--- | :--- | | Natural gas sales | 42,882 | (574) | | Digital marketing services | – | (364) | | Others | – | (129) | | Total | 42,882 | (1,067) | - All of the Group's revenue is generated from customers located in China, and all non-current assets are also located in China[31](index=31&type=chunk)[32](index=32&type=chunk) [Other Income, Gains and Losses](index=14&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E3%80%81%E6%94%B6%E7%9B%8A%E5%8F%8A%E4%BA%8F%E6%8D%9F) For the six months ended June 30, 2025, the Group's total other income, gains, and losses amounted to **RMB 88 thousand**, a 44.7% decrease from the prior year, primarily comprising bank interest income, net exchange losses, and sundry income Components of Other Income, Gains and Losses | Item | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 75 | 137 | -45.26% | | Net exchange losses | (1) | (1) | 0.00% | | Sundry income | 14 | 23 | -39.00% | | Total | 88 | 159 | -44.65% | [Components of Loss Before Tax](index=14&type=section&id=%E9%99%A4%E7%A8%8E%E5%89%8D%E4%BA%8F%E6%8D%9F%E6%9E%84%E6%88%90) For the six months ended June 30, 2025, the Group's loss before tax was **RMB 2,679 thousand**, primarily driven by cost of inventories sold, depreciation, utility expenses, transportation expenses, auditor's remuneration, and employee benefit expenses, with decreases in cost of inventories sold and depreciation Major Components of Loss Before Tax | Item | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of inventories sold | 37,119 | 38,152 | -2.71% | | Depreciation of property, plant and equipment | 1,197 | 1,313 | -8.83% | | Depreciation of right-of-use assets | 276 | 520 | -46.92% | | Employee benefit expenses (including directors' and chief executive's emoluments) | 3,055 | 3,148 | -2.95% | | Administrative expenses | 6,080 | 7,722 | -21.26% | | Selling and distribution expenses | 285 | 301 | -5.29% | [Finance Costs](index=15&type=section&id=%E8%9E%8D%E8%B5%84%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, the Group's finance costs decreased by 46.15% to **RMB 14 thousand**, primarily consisting of interest on lease liabilities Analysis of Finance Costs | Item | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 14 | 26 | -46.15% | [Taxation](index=15&type=section&id=%E7%A8%8E%E9%A1%B9) For the six months ended June 30, 2025, the Group did not provide for current income tax expense due to no taxable profit and no significant deferred tax, with Chinese subsidiaries taxed at 25% and other entities having no income tax provision - For the six months ended June 30, 2025, the Group did not provide for current income tax expense as no taxable profit was generated and there was no significant deferred tax[38](index=38&type=chunk) - Chinese subsidiaries are subject to Enterprise Income Tax at a statutory rate of **25%**[38](index=38&type=chunk) - No income tax provision was made for subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong, as they are either exempt from income tax or did not generate taxable profits[38](index=38&type=chunk) [Loss Per Share](index=16&type=section&id=%E6%AF%8F%E8%82%A1%E4%BA%8F%E6%8D%9F) For the six months ended June 30, 2025, basic loss per share attributable to owners of the Company improved to **RMB (1.46) cents**, with diluted loss per share being the same due to the anti-dilutive effect of share options Loss Per Share Calculation | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the Company (Thousand RMB) | (2,679) | (4,423) | -39.44% | | Weighted average number of ordinary shares in issue (Thousand shares) | 183,839 | 182,249 | 0.87% | | Basic loss per share (cents) | (1.46) | (2.43) | -39.92% | - The diluted loss per share amount was not adjusted as the outstanding share options had an anti-dilutive effect on the basic loss per share amount[40](index=40&type=chunk) [Dividends](index=16&type=section&id=%E8%82%A1%E6%81%AF) The Board of Directors did not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board of Directors did not declare any dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[41](index=41&type=chunk) [Changes in Property, Plant and Equipment and Right-of-Use Assets](index=16&type=section&id=%E7%89%A9%E4%B8%9A%E3%80%81%E5%8E%82%E6%89%BF%E5%8F%8A%E8%AE%BE%E5%A4%87%E4%B8%8E%E4%BD%BF%E7%94%A8%E6%9D%83%E8%B5%84%E4%BA%A7%E5%8F%98%E5%8A%A8) During the interim period, the Group acquired property, plant and equipment at a cost of **RMB 44 thousand**, a decrease from the prior year, with no additions to right-of-use assets in either period Acquisition Cost of Property, Plant and Equipment | Item | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of acquisition of property, plant and equipment | 44 | 58 | -24.14% | - No additions to right-of-use assets were identified in either period[43](index=43&type=chunk) [Trade Receivables](index=17&type=section&id=%E8%B4%B8%E6%98%93%E5%BA%94%E6%94%B6%E6%AC%BE%E9%A1%B9) As of June 30, 2025, the Group's net trade receivables increased by 4.66% to **RMB 1,886 thousand**, with all receivables aged within 3 months and no collateral held Net Trade Receivables | Indicator | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Gross trade receivables | 1,907 | 1,816 | 5.01% | | Less: Provision for expected credit losses | (21) | (14) | 50.00% | | Net trade receivables | 1,886 | 1,802 | 4.66% | - The Group primarily enters into trade terms with customers on credit, with a typical credit period of one month[44](index=44&type=chunk) - All trade receivables are aged within 3 months, and the Group does not hold any collateral or other credit enhancements for its trade receivable balances[44](index=44&type=chunk)[46](index=46&type=chunk) [Trade Payables](index=18&type=section&id=%E8%B4%B8%E6%98%93%E5%BA%94%E4%BB%98%E6%AC%BE%E9%A1%B9) As of June 30, 2025, the Group's trade payables significantly decreased by 81.51% to **RMB 22 thousand**, with a typical credit period of 30 to 90 days from suppliers Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Within 3 months | – | 119 | -100.00% | | 3 to 6 months | 22 | – | N/A | | Total | 22 | 119 | -81.51% | - The Group is generally granted a credit period of **30 to 90 days** by its suppliers[48](index=48&type=chunk) [Share Capital](index=18&type=section&id=%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's issued and fully paid share capital increased to **RMB 7,280 thousand**, with **212,505,000 shares** in issue, following the issuance of **29,310,000 new shares** for approximately **RMB 6,018 thousand** Changes in Share Capital | Indicator | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Issued and fully paid share capital | 7,280 | 6,210 | 17.23% | | Number of shares in issue | 212,505,000 | 183,195,000 | 15.99% | | Shares issued during the period | 29,310,000 | 220 | N/A | | Gross proceeds from share issuance | 6,018 | 3,597 | 67.30% | | Net proceeds from share issuance | 5,559 | 3,489 | 59.32% | - On June 27, 2025, a total of **29,310,000 shares** were placed at a placing price of **HKD 0.225** per share to no less than six placees, in accordance with the terms of the placing agreement[49](index=49&type=chunk) [Related Party Transactions](index=19&type=section&id=%E5%85%B3%E8%BF%9E%E6%96%B9%E4%BA%A4%E6%98%93) For the six months ended June 30, 2025, total emoluments paid to key management personnel decreased by 12.6% to **RMB 515 thousand**, primarily comprising short-term employee benefits and pension scheme contributions Key Management Personnel Emoluments | Item | Six Months Ended June 30, 2025 (Thousand RMB) | Six Months Ended June 30, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Short-term employee benefits | 507 | 581 | -12.74% | | Pension scheme contributions | 8 | 8 | 0.00% | | Total emoluments paid to key management personnel | 515 | 589 | -12.60% | [Management Discussion and Analysis](index=20&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the Group's business operations, financial performance, future outlook, capital structure, and risk management strategies [Business Review](index=20&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) The Group operates primarily in Jingzhou, Hubei Province, China, engaging in CNG and LNG sales and transmission services, sourcing natural gas from PetroChina for retail and wholesale customers - The Group's principal place of business is located in Jingzhou, Hubei Province, China[51](index=51&type=chunk) - The Company is engaged in the sales of CNG and LNG and the provision of transmission services in China[51](index=51&type=chunk) - CNG is primarily supplied to retail customers (vehicle end-users) and wholesale customers (town gas companies, gas station operators, and industrial users), with natural gas purchased from PetroChina Company Limited[52](index=52&type=chunk) [Financial Review](index=20&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%BE) For the six months ended June 30, 2025, the Group's revenue decreased by 3.38% to **RMB 42.9 million**, while loss for the period narrowed by 38.6% to **RMB 2.7 million**, mainly due to a significant reduction in administrative expenses Key Financial Review Data | Indicator | Six Months Ended June 30, 2025 (Million RMB) | Six Months Ended June 30, 2024 (Million RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 42.9 | 44.4 | -3.38% | | Cost of sales | 39.3 | 40.6 | -3.20% | | Gross profit | 3.6 | 3.9 | -7.69% | | Gross profit margin | 8.4% | 8.7% | -0.3 percentage points | | Administrative expenses | 6.1 | 7.7 | -20.78% | | Loss attributable to owners of the Company | 2.7 | 4.4 | -38.64% | - The decrease in revenue was primarily due to a significant reduction in CNG sales to wholesale customers, partially offset by an increase in LNG sales[53](index=53&type=chunk) - The decline in gross profit margin was mainly due to the inability to fully pass on increased natural gas procurement costs in a timely manner and the low gross profit margin of LNG sales[55](index=55&type=chunk) - The reduction in administrative expenses was mainly due to a decrease of approximately **RMB 0.7 million** in legal and professional fees and consultancy fees, and approximately **RMB 0.4 million** in staff costs[57](index=57&type=chunk) [Prospects](index=22&type=section&id=%E5%89%8D%E6%99%AF) The Group anticipates a challenging global economic landscape but remains optimistic about China's natural gas consumption growth due to supportive government policies, actively exploring new business opportunities and considering new investments to enhance shareholder value - The global economic landscape is expected to remain challenging, with geopolitical tensions and a slowdown in China's property market potentially prolonging financial difficulties[61](index=61&type=chunk) - The Group remains optimistic about the growth in natural gas consumption, supported by Chinese government policies promoting natural gas and clean energy development[61](index=61&type=chunk) - The Group will actively explore new business opportunities to diversify its revenue streams and prudently consider new investments to enhance shareholder value[61](index=61&type=chunk) [Dividends](index=22&type=section&id=%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[62](index=62&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=22&type=section&id=%E8%B5%84%E6%9C%AC%E6%9E%B6%E6%9E%84%E3%80%81%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E5%8F%8A%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90) As of June 30, 2025, the Group's total equity was approximately **RMB 55.9 million**, with cash and cash equivalents of approximately **RMB 32.1 million**, working capital of approximately **RMB 40.2 million**, and a current ratio of **5.8**, indicating sufficient liquidity without interest-bearing bank borrowings Capital Structure and Liquidity | Indicator | June 30, 2025 (Million RMB) | | :--- | :--- | | Total equity | 55.9 | | Cash and cash equivalents | 32.1 | | Working capital (Net current assets) | 40.2 | | Current ratio | 5.8 | | Gearing ratio | Not applicable (no interest-bearing bank borrowings) | - The Group possesses sufficient liquidity and financial resources to meet its working capital requirements[63](index=63&type=chunk) [Prepayments and Other Receivables](index=23&type=section&id=%E9%A2%84%E4%BB%98%E6%AC%BE%E9%A1%B9%E5%8F%8A%E5%85%B6%E4%BB%96%E5%BA%94%E6%94%B6%E6%AC%BE%E9%A1%B9) As of June 30, 2025, the Group's prepayments and other receivables increased by 33.03% to **RMB 14.5 million**, primarily due to higher supplier deposits and advances to third parties Components of Prepayments and Other Receivables | Item | June 30, 2025 (Million RMB) | December 31, 2024 (Million RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Total prepayments and other receivables | 14.5 | 10.9 | 33.03% | | Deposits to suppliers and advances to third parties | 8.7 | 4.9 | 77.55% | | Prepaid expenses | 3.3 | 3.5 | -5.71% | | Amounts due from directors | 2.5 | 2.5 | 0.00% | [Commitments](index=23&type=section&id=%E6%89%BF%E6%93%94) As of June 30, 2025, the Group had zero contracted but unprovided capital commitments, a decrease from **RMB 539 thousand** at December 31, 2024, which primarily related to plant and machinery Capital Commitments | Item | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Contracted, but not provided for: Plant and machinery | – | 539 | -100.00% | [Contingent Liabilities and Guarantees](index=23&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5%E5%8F%8A%E6%93%94%E4%BF%9D) As of June 30, 2025, the Group had no significant contingent liabilities or guarantees, consistent with the situation at December 31, 2024 - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees (December 31, 2024: nil)[66](index=66&type=chunk) [Pledge of Assets](index=23&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had no pledge of assets, consistent with the situation at December 31, 2024 - As of June 30, 2025, the Group had no pledge of assets (December 31, 2024: nil)[67](index=67&type=chunk) [Foreign Currency Risk](index=23&type=section&id=%E5%A4%96%E5%B9%A3%E9%A2%A8%E9%99%A9) The Group primarily operates in China with most transactions denominated in RMB, and exchange rate fluctuations during the period had no significant impact on operational liquidity, with no hedging or forward contracts in place - The Group operates its businesses in China, with most of its transactions denominated in RMB[68](index=68&type=chunk) - Exchange rate fluctuations during the period did not have any significant impact or difficulties on operational liquidity[68](index=68&type=chunk) - The Group has not entered into any hedging transactions or forward contract arrangements[68](index=68&type=chunk) [Interest Rate Risk](index=23&type=section&id=%E5%88%A9%E7%8E%87%E9%A2%A8%E9%99%A9) The Group has no significant interest rate risk and currently has no specific policies or interest rate swap transactions to manage it, but will closely monitor future related risks - The Group has no significant interest rate risk[69](index=69&type=chunk) - The Group currently has no specific policies to manage interest rate risk and has not entered into any interest rate swap transactions[69](index=69&type=chunk) [Significant Investments, Acquisitions and Disposals](index=23&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B5%84%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) The Company held no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period, and no other major investment plans have been authorized by the Board as of the report date - The Company held no significant investments, nor any significant acquisitions and disposals of subsidiaries, associates, and joint ventures during the period[70](index=70&type=chunk) - As of the date of this report, the Board has not authorized any other plans for significant investments or additions to capital assets[71](index=71&type=chunk) [Other Information](index=24&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section covers employee and remuneration policies, fundraising activities, use of proceeds, interests of directors and major shareholders, share option scheme, and corporate governance matters [Employees and Remuneration Policy](index=24&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group had **66 employees** with staff costs of approximately **RMB 3.1 million**, and remuneration is determined based on market salaries, performance, time commitment, and responsibilities, with training and regular performance appraisals provided Employees and Remuneration | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total number of employees | 66 | 69 | -4.35% | | Staff costs (Six months ended June 30) | Approximately RMB 3.1 million | Approximately RMB 2.7 million | 14.81% | - Remuneration is determined with reference to comparable market salaries, individual performance, time commitment, and responsibilities[72](index=72&type=chunk) [Fundraising Activities](index=24&type=section&id=%E9%9B%86%E8%B3%87%E6%B4%BB%E5%8B%95) The Group conducted two placings in 2024 and 2025, raising net proceeds of approximately **HKD 3 million** and **HKD 6 million** respectively, for renewable energy investments, a potential joint venture in black granule trading, and general working capital - The 2024 placing successfully placed **5,940,000 shares**, raising net proceeds of approximately **HKD 3 million**, used for investments in renewable energy-related businesses and general working capital[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The 2025 placing successfully placed **29,310,000 shares**, raising net proceeds of approximately **HKD 6 million**, planned for the possible establishment of a joint venture engaged in black granule trading and general working capital[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - Both placings aimed to broaden the Company's shareholder base and capital base, and enable the Group to raise funds[73](index=73&type=chunk)[76](index=76&type=chunk) [Use of Proceeds](index=27&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Company's net proceeds from listing, approximately **HKD 29.2 million**, were partially used for Jingzhou mother station infrastructure upgrades completed in 2021, while other CNG and integrated CNG/LNG station construction plans are delayed due to government approvals and site relocation, with unutilized funds held in banks Use of Listing Proceeds and Progress | Intended Use | Intended Amount (Thousand HKD) | Actual Use (Thousand HKD) | Unutilized Amount (Thousand HKD) | | :--- | :--- | :--- | :--- | | Construction of CNG filling stations | 5,212 | 2,400 | 2,812 | | Construction of integrated CNG/LNG filling stations | 12,250 | 2,334 | 9,916 | | Jingzhou mother station upgrade | 8,772 | 8,772 | – | | Working capital and general corporate purposes | 2,916 | 2,916 | – | | Total | 29,150 | 16,422 | 12,728 | - The implementation plan to upgrade the infrastructure and equipment of the Jingzhou mother station to equip it with LNG refueling capabilities was completed in **2021**[81](index=81&type=chunk)[82](index=82&type=chunk) - Other filling station construction plans are delayed due to government approvals and site relocation, and the Company is seeking relocation opportunities and awaiting approval from relevant government authorities[82](index=82&type=chunk) - As of June 30, 2025, the unutilized net proceeds were deposited in licensed banks in China[82](index=82&type=chunk) [Directors' and Chief Executive's Interests](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%91%98%E6%AC%8A%E7%9B%8A) As of June 30, 2025, Executive Directors Mr. Liu Yongcheng and Mr. Liu Yongqiang held approximately **35.82%** of the Company's ordinary shares through controlled corporations and parties acting in concert, with no other directors or chief executives having disclosable interests Directors' and Chief Executive's Long Positions in the Company's Shares | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Liu Yongcheng | Interest in controlled corporations and parties acting in concert | 76,125,000 | 35.82% | | Mr. Liu Yongqiang | Interest in controlled corporations and parties acting in concert | 76,125,000 | 35.82% | - Mr. Liu Yongcheng holds interests through Yong Sheng Industrial Limited and is a party acting in concert with Mr. Liu Yongqiang[86](index=86&type=chunk) - Mr. Liu Yongqiang holds interests through Hong Sheng Industrial Limited and is a party acting in concert with Mr. Liu Yongcheng[86](index=86&type=chunk) [Substantial Shareholders' Interests](index=31&type=section&id=%E4%B8%BB%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) As of June 30, 2025, Yong Sheng Industrial Limited and Hong Sheng Industrial Limited, as beneficial owners and parties acting in concert, each held approximately **35.82%** of the Company's shares, while Anwen Development Limited held approximately **6.53%** Substantial Shareholders' Long Positions in the Company's Shares | Name | Capacity | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Yong Sheng Industrial Limited | Beneficial owner and party acting in concert | 76,125,000 | 35.82% | | Hong Sheng Industrial Limited | Beneficial owner and party acting in concert | 76,125,000 | 35.82% | | Anwen Development Limited | Beneficial owner | 13,872,500 | 6.53% | - The interests of Yong Sheng Industrial Limited and Hong Sheng Industrial Limited are related to the parties acting in concert relationship with Executive Directors Mr. Liu Yongcheng and Mr. Liu Yongqiang[89](index=89&type=chunk)[93](index=93&type=chunk) [Share Option Scheme](index=32&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Company's share option scheme was approved on April 20, 2018; all existing share options lapsed during the six months ended June 30, 2025, with no outstanding options at period-end, but **8,500,000 options** were granted post-period on July 8, 2025, representing approximately **4.00%** of issued shares - The share option scheme was approved and adopted by the Company's shareholders on April 20, 2018[92](index=92&type=chunk) - During the six months ended June 30, 2025, all existing share options lapsed, with no outstanding share options at period-end[100](index=100&type=chunk) - Subsequent to the reporting period, on July 8, 2025, the Company granted a total of **8,500,000 share options**, representing approximately **4.00%** of the issued shares as of the date of this report[101](index=101&type=chunk) - The fair value of the share options is calculated using a binomial option pricing model, with a vesting period of three years and an exercise period of five years[98](index=98&type=chunk) [Directors' Rights to Acquire Shares](index=35&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E7%9A%84%E6%AC%8A%E5%88%A9) Apart from the share option scheme, the Company granted no rights to any directors or their associates to acquire shares or debentures during the six months ended June 30, 2025, nor were any such rights exercised - Save for the share option scheme, the Company did not grant any rights to any directors or their respective spouses or children under 18 years of age to acquire benefits by way of acquisition of shares or debentures of the Company during the six months ended June 30, 2025[102](index=102&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E4%BB%BF%E8%AD%89%E5%88%B8) During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[103](index=103&type=chunk) [Compliance with the Required Standard of Dealings by Directors in Securities](index=35&type=section&id=%E9%81%B5%E5%AE%88%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E4%BA%A4%E6%98%93%E5%BF%85%E5%AE%88%E6%A8%99%E6%BA%96) The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Rules 5.48 to 5.67 of the GEM Listing Rules of the Stock Exchange as its code of conduct for directors' dealings in securities[104](index=104&type=chunk) - Following specific enquiries made to all directors, all directors confirmed their compliance with the Model Code for the six months ended June 30, 2025[104](index=104&type=chunk) [Non-Competition Undertaking](index=36&type=section&id=%E4%B8%8D%E7%AB%B6%E7%88%AD%E5%A5%91%E6%93%9A) The Group's controlling shareholders signed a non-competition undertaking on April 20, 2018, committing not to engage in any competing business, and each confirmed compliance during the period - The Group's controlling shareholders entered into a non-competition undertaking on April 20, 2018[105](index=105&type=chunk) - Each controlling shareholder undertook not to directly or indirectly engage in, operate, or participate in any business that competes or may compete with the existing business activities of any member of the Group[105](index=105&type=chunk) - Each controlling shareholder confirmed to the Company that they had complied with the non-competition undertaking during the period[105](index=105&type=chunk) [Competing Interests](index=36&type=section&id=%E7%AB%B6%E7%88%AD%E5%88%A9%E7%9B%8A) As of June 30, 2025, no directors, controlling shareholders, or substantial shareholders, or their close associates, held any positions or interests in businesses that compete or may significantly compete with the Group's operations - As of the six months ended June 30, 2025, to the best knowledge of the directors, none of the directors, controlling shareholders, and substantial shareholders of the Company, or their respective close associates, held any position or interest in any restricted business or any business or company that competes or may significantly compete with the Group's business[106](index=106&type=chunk) [Corporate Governance Code](index=36&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%88%99) The Company adopted and complied with the Corporate Governance Code, with one deviation where the Chairman and CEO roles are held by the same person (Mr. Liu Yongcheng), which the Board believes is in the Group's best interest with proper checks and balances - The Company has adopted and complied with the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules of the Stock Exchange[107](index=107&type=chunk) - There is one deviation: the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Liu Yongcheng)[107](index=107&type=chunk) - The Board believes this arrangement is in the best interests of the Group, with appropriate checks and balances exercised through the Board and three independent non-executive directors[107](index=107&type=chunk) [Update on Directors' Information](index=37&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%87%E6%96%99%E6%9B%B4%E6%96%B0) For the six months ended June 30, 2025, there were no changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules - For the six months ended June 30, 2025, there were no changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules of the Stock Exchange[108](index=108&type=chunk) [Audit and Risk Management Committee](index=37&type=section&id=%E5%AF%A9%E6%A0%B8%E5%8F%8A%E9%A2%A8%E9%99%A9%E7%AE%A1%E7%90%86%E5%A7%94%E5%91%98%E6%9C%83) The Company has established an Audit and Risk Management Committee, comprising three independent non-executive directors, which has reviewed the Group's unaudited condensed consolidated financial statements and this report for the six months ended June 30, 2025 - The Company has established an Audit and Risk Management Committee, whose written terms of reference comply with Code Provision D.3.3 of the Corporate Governance Code[109](index=109&type=chunk) - The Committee comprises three independent non-executive directors: Mr. Yang Zhenyu (Chairman), Ms. Luo Hongru, and Ms. Zeng Li[109](index=109&type=chunk) - The Audit and Risk Management Committee has reviewed the Group's unaudited condensed consolidated financial statements and this report for the six months ended June 30, 2025[109](index=109&type=chunk) [Events After the Reporting Period](index=37&type=section&id=%E6%9C%9F%E5%BE%8C%E4%BA%8B%E4%BB%B6) Save as disclosed in this report, no significant events occurred after the end of the reporting period - Save as disclosed in this report, no significant events occurred after the end of the reporting period[110](index=110&type=chunk) [Forward-Looking Statements](index=37&type=section&id=%E5%89%8D%E7%9E%BB%E6%80%A7%E9%99%B3%E8%BF%B0) This report contains forward-looking statements regarding the Group's financial condition, operating results, and business, which involve known and unknown risks and uncertainties that could cause actual results to differ materially from expectations - This report contains forward-looking statements regarding the Group's financial condition, operating results, and business[111](index=111&type=chunk) - These forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those expressed or implied in such statements[111](index=111&type=chunk) [By Order of the Board](index=37&type=section&id=%E6%89%BF%E8%91%A3%E4%BA%8B%E6%9C%83%E5%91%BD) This report was signed by Mr. Liu Yongcheng, Executive Director, Chairman, and Chief Executive Officer, on behalf of the Board on August 14, 2025, with the Board comprising three executive and three independent non-executive directors - This report was signed by Mr. Liu Yongcheng, Executive Director, Chairman, and Chief Executive Officer, on behalf of the Board on August 14, 2025[112](index=112&type=chunk) - The Board members include Executive Directors Mr. Liu Yongcheng, Mr. Liu Yongqiang, and Mr. Liu Yongsheng; and Independent Non-executive Directors Ms. Luo Hongru, Ms. Zeng Li, and Mr. Yang Zhenyu[112](index=112&type=chunk)

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 五 年 八 月 十 四 日（星 期 四） 舉 行，以 審 議 及 批 准 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 及 處 理 任 何 其 他 事 項。 承董事會命 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 香 港，二 零 二 五 年 八 月 四 日 於 本 公 告 日 期，董 事 會 包 括 執 行 董 事 劉 永 成 先 生、劉 永 強 先 生 及 劉 永 生 ...