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 ...

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 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8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 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 | HKD | | 100,000,000 | 本月底 ...

Financial Performance - The company recorded revenue of RMB 963 million for the year, an increase of approximately RMB 183 million or 23.5% compared to 2023[10]. - LNG sales contributed RMB 513 million this year, up from RMB 241 million in 2023, driven by increased local community demand[10]. - CNG sales decreased to RMB 451 million from RMB 538 million in 2023 due to a trend of vehicles transitioning to electric[10]. - The net loss for the year decreased by 57.5% to RMB 99 million from RMB 233 million in 2023[10]. - Revenue increased by approximately RMB 18.3 million or 23.5% to approximately RMB 96.3 million for the year ended December 31, 2024, compared to RMB 78.0 million for the previous year[16]. - Retail business revenue decreased by approximately RMB 4.5 million or 26.5% to approximately RMB 12.5 million, accounting for 13.0% of total revenue, primarily due to the shift from CNG vehicles to electric vehicles[19]. - Wholesale business revenue decreased by approximately RMB 4.1 million or 11.1% to approximately RMB 32.7 million, representing 33.9% of total revenue, mainly due to reduced CNG sales[19]. - LNG sales revenue surged by approximately RMB 27.2 million or 112.9% to approximately RMB 51.3 million, making up 53.3% of total revenue, driven by increased local community demand[20]. - Cost of sales increased by approximately RMB 17.7 million or 25.1% to approximately RMB 88.2 million, primarily due to a significant rise in LNG sales volume[21]. - Gross profit rose by approximately RMB 0.6 million to approximately RMB 8.1 million, with a gross margin decrease from 9.6% to 8.4% due to high procurement costs and low LNG sales margins[22]. - Administrative expenses increased by approximately RMB 2.9 million or 23.0% to approximately RMB 15.5 million, mainly due to legal fees related to Malaysian property and increased employee costs[29]. - The company reported a loss attributable to owners of approximately RMB 9.7 million for the year, a decrease of RMB 13.3 million or 57.8% compared to RMB 23.0 million for the year ended December 31, 2023[34]. Assets and Equity - As of December 31, 2024, the total equity of the group was approximately RMB 53.3 million, down from RMB 59.3 million as of December 31, 2023[36]. - The group's cash and cash equivalents amounted to approximately RMB 29.4 million as of December 31, 2024, compared to RMB 28.4 million as of December 31, 2023[36]. - The group's operating working capital was approximately RMB 33.9 million as of December 31, 2024, down from RMB 35.1 million as of December 31, 2023[36]. - The trade receivables turnover days decreased to approximately 9.1 days for the year, down from 18.1 days for the year ended December 31, 2023[41]. - The group recorded a decrease in trade receivables of approximately RMB 1.2 million to about RMB 1.8 million as of December 31, 2024, compared to RMB 3.0 million as of December 31, 2023[41]. - As of December 31, 2024, the distributable reserves of the company were approximately RMB 57.3 million, slightly down from RMB 57.6 million the previous year[86]. Business Strategy and Opportunities - The company remains optimistic about CNG consumption growth due to China's shift from coal to natural gas and other renewable energy sources[11]. - The company is actively considering and exploring various business opportunities to diversify revenue sources and enhance shareholder value[11]. - The company plans to utilize the net proceeds from its listing for various projects, including the construction of CNG refueling stations, with a total of RMB 29.15 million allocated for these purposes[50]. - The company plans to construct a CNG refueling station to expand its network, with expected completion by the end of 2025[53]. - The upgrade of the Jingzhou mother station's infrastructure to equip it with LNG refueling capabilities has been completed, allowing simultaneous sales of CNG and LNG[53]. - The company aims to expand its wholesale customer base through the upgraded Jingzhou mother station, enhancing its market presence in CNG and LNG[53]. - The board will continuously evaluate business objectives and may adjust plans based on changing market conditions[56]. - The company expects no changes to the main plans regarding the use of proceeds as of the report date[57]. Management and Governance - Liu Yongqiang and Liu Yongsheng are responsible for corporate strategy and overall operations, with Liu Yongqiang having 16 years of experience in the natural gas industry and Liu Yongsheng over 25 years[63][64]. - Zhao Yonghe has over 26 years of experience in finance and accounting, overseeing the group's financial and accounting operations[71]. - The company has a strong management team with diverse backgrounds in finance, operations, and legal affairs, enhancing its governance and strategic direction[65][66][67]. - The group has been expanding its operational management capabilities, with Li Shaohua promoted to Operations Manager in 2019, focusing on production and administrative management[69][70]. - The board is committed to presenting audited financial statements and annual reports, ensuring transparency and accountability in financial reporting[73]. - The company has adopted the corporate governance code as a benchmark for its governance practices[136]. - The board consists of six members, including three executive directors and three independent non-executive directors[141]. - The company has established a mechanism for checks and balances involving the board and independent non-executive directors[144]. - The board of directors is collectively responsible for overseeing the company's affairs and ensuring effective internal controls and risk management systems[148]. - The audit and risk management committee held three meetings during the year to review interim and annual financial performance and discuss significant financial reporting matters[164]. - The remuneration committee conducted one meeting during the year to review the remuneration policies and structures for directors and senior management[168]. - The company ensures that at least one independent non-executive director possesses appropriate professional qualifications or relevant financial management expertise[153]. - All directors received formal and comprehensive induction training upon their first appointment to understand the company's business and operations[158]. - The company encourages all directors to participate in relevant training courses, with costs covered by the company[160]. - The independent non-executive directors do not receive performance-related equity remuneration to maintain their objectivity and independence[155]. - The nomination committee strictly adheres to the nomination policy and evaluates the independence of independent non-executive directors annually[154]. - The company has established three committees: audit and risk management, remuneration, and nomination, to oversee specific aspects of the company's affairs[162]. Risk Management and Compliance - The company has established a risk management and internal control system aimed at managing risks associated with achieving business objectives[182]. - The audit and risk management committee assists the board in overseeing the implementation and monitoring of risk management and internal control systems[184]. - The company has engaged an external professional firm to conduct internal audit functions, as it currently does not have an internal audit function due to the scale and complexity of its operations[188]. - The external auditor received a fee of HKD 880,000 for audit services during the year, with no non-audit services provided[194]. - The board has confirmed the effectiveness of the risk management and internal control systems for the year, with no significant internal control deficiencies found[188]. - The company has implemented strict controls to prevent unauthorized access and use of insider information[189]. - The company has established a disclosure policy to manage confidential information and respond to market inquiries[189]. - The company ensures compliance with relevant laws and regulations to safeguard its assets and maintain reliable financial records[188]. Shareholder Information - The board does not recommend a final dividend for the year, consistent with the previous year[80]. - Sales from the top five customers accounted for 23.7% of total sales, with the largest customer contributing 5.3%[87]. - Purchases from the top five natural gas suppliers represented 82.4% of total purchases, with the largest supplier accounting for 43.0%[87]. - The company has a policy in place to ensure that all significant independent matters are presented for independent resolutions at the shareholders' meetings[198]. - Shareholders holding at least 10% of the paid-up capital can request a special general meeting, which must be held within two months of the request[199]. - All resolutions presented at the shareholders' meetings will be voted on, with results published on the company's and the stock exchange's websites[198].

Financial Performance - The company recorded revenue of RMB 963 million for the year ending December 31, 2024, an increase of approximately RMB 183 million or 23.5% compared to 2023[14] - The net loss for the year decreased by 57.5% to RMB 99 million from RMB 233 million in 2023[14] - The company's total revenue increased by approximately RMB 18.3 million or 23.5% to about RMB 96.3 million for the year ending December 31, 2024, compared to approximately RMB 78.0 million for the previous year[20] - Retail business revenue decreased by approximately RMB 4.5 million or 26.5% to about RMB 12.5 million, accounting for 13.0% of total revenue, primarily due to the shift towards electric vehicles[23] - Wholesale business revenue decreased by approximately RMB 4.1 million or 11.1% to about RMB 32.7 million, representing 33.9% of total revenue, attributed to reduced CNG sales[23] - LNG sales revenue surged by approximately RMB 27.2 million or 112.9% to about RMB 51.3 million, making up 53.3% of total revenue, driven by increased local community demand[24] Impairment and Losses - The company recognized an impairment loss of RMB 155 million, primarily related to properties, plant, and equipment, as well as four serviced apartment units in Malaysia[14] - The company recognized impairment losses of approximately RMB 1.1 million on property, plant, and equipment[29] - The company recorded a non-current asset impairment loss of approximately RMB 14.3 million related to property prepayments in Malaysia[30] - The company reported a loss attributable to owners of approximately RMB 9.7 million for the year, a decrease of RMB 13.3 million or 57.8% compared to the previous year's loss of RMB 23.0 million[38] Expenses and Costs - The company's cost of sales rose by approximately RMB 17.7 million or 25.1% to about RMB 88.2 million, mainly due to increased LNG sales leading to higher inventory costs[25] - Gross profit increased by approximately RMB 0.6 million to about RMB 8.1 million, with a gross margin decrease from 9.6% to 8.4% due to high procurement costs[26] - Administrative expenses increased by approximately RMB 2.9 million or 23.0% to RMB 15.5 million, primarily due to legal and professional fees related to the Malaysian property and increased employee costs from hiring senior management[33] Cash and Equity - The company's total equity as of December 31, 2024, was approximately RMB 53.3 million, down from RMB 59.3 million as of December 31, 2023[40] - Cash and cash equivalents as of December 31, 2024, were approximately RMB 29.4 million, compared to RMB 28.4 million as of December 31, 2023[40] - As of December 31, 2024, the company has distributable reserves of approximately RMB 573 million, slightly down from RMB 576 million the previous year[90] Business Strategy and Future Plans - The company is optimistic about the growth of natural gas consumption in China, supported by government policies promoting clean energy and pollution control[39] - The company will continue to explore new business opportunities to diversify its revenue sources and enhance shareholder value[39] - The company plans to construct a CNG refueling station and a comprehensive CNG/LNG refueling station, with expected completion by the end of 2025[57] - The company will continuously evaluate its business objectives and may adjust plans based on changing market conditions[60] Shareholder Information - The total number of issued shares is 183,195,000[101] - Mr. Liu Yongcheng holds 76,125,000 shares, representing approximately 42.46% of the issued shares[101] - Mr. Liu Yongqiang also holds 76,125,000 shares, representing approximately 42.46% of the issued shares[101] - The beneficial ownership of Yongsheng Industrial Limited is 19,392,500 shares, approximately 10.59% of the issued shares[105] - The beneficial ownership of Hongsheng Industrial Limited is 56,732,500 shares, approximately 30.97% of the issued shares[105] Corporate Governance - The board consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[145] - The company has established three committees: audit and risk management, remuneration, and nomination, to oversee specific aspects of the company's affairs[166] - The audit and risk management committee reviewed the consolidated financial statements, confirming compliance with applicable reporting standards[132] - The company has complied with the GEM Listing Rules regarding the appointment of independent non-executive directors, maintaining the required number and qualifications[149] Risk Management - The company has established a risk management and internal control system to manage risks associated with achieving its business objectives[186] - The audit and risk management committee assists the board in overseeing the implementation and monitoring of risk management and internal control systems[188] - The board confirmed the effectiveness of the risk management and internal control systems for the year[192] - The company has engaged an external professional firm to conduct an annual review of its risk management and internal control systems[192] Employee Information - As of December 31, 2024, the group had 69 employees, with employee costs amounting to approximately RMB 7.5 million, an increase from RMB 5.0 million as of December 31, 2023[49] - The gender ratio among all employees as of December 31, 2024, is approximately 41% male to 59% female, indicating a commitment to gender diversity in hiring practices[179] Share Options and Incentives - The stock option plan allows the company to grant options to directors and employees as an incentive for their contributions[110] - A total of 25,816,009 share options have been granted under the plan, which represents approximately 14.09% of the issued shares as of the report date[119] - The share options can be exercised within a period of five years from the grant date, with a vesting schedule of 30% immediately, 30% after one year, and 40% after two years[121]

Financial Performance - Revenue for the six months ended June 30, 2024, was RMB 44,424,000, an increase from RMB 31,286,000 in the same period of 2023, representing a growth of 42%[2] - Gross profit for the same period was RMB 3,861,000, compared to RMB 3,733,000 in 2023, reflecting a slight increase of 3%[2] - The net loss for the six months ended June 30, 2024, was RMB 4,497,000, up from RMB 2,832,000 in 2023, indicating a deterioration of 59%[2] - Basic and diluted loss per share increased to RMB 2.43 cents from RMB 1.53 cents year-on-year[2] - The company reported a total comprehensive income for the six months ended June 30, 2024, was RMB (5,478) thousand, compared to RMB (2,821) thousand for the same period in 2023[6] - The company reported a pre-tax loss of RMB 4,000 thousand for the six months ended June 30, 2024, compared to a pre-tax loss of RMB 2,832 thousand for the same period in 2023[21] Assets and Liabilities - Total assets less current liabilities as of June 30, 2024, were RMB 57,864,000, down from RMB 60,097,000 at the end of 2023, a decrease of 4%[4] - Non-current assets totaled RMB 22,695,000 as of June 30, 2024, compared to RMB 24,972,000 at the end of 2023, a decline of 9%[4] - Current assets decreased to RMB 43,288,000 from RMB 44,188,000, a reduction of 2%[4] - The total assets as of June 30, 2024, amounted to RMB 65,983 thousand, compared to RMB 69,160 thousand as of December 31, 2023, showing a decrease of 4%[16] - The total liabilities as of June 30, 2024, were RMB 8,687 thousand, a slight decrease from RMB 9,875 thousand as of December 31, 2023, indicating a reduction of 12%[16] Cash Flow - For the six months ended June 30, 2024, the company reported a net cash used in operating activities of RMB (3,506) thousand, compared to RMB (1,729) thousand for the same period in 2023[8] - The company generated net cash from financing activities of RMB 2,932 thousand in the first half of 2024, a significant improvement from RMB (916) thousand in the prior year[8] - As of June 30, 2024, the company's cash and cash equivalents totaled RMB 27,913 thousand, down from RMB 31,281 thousand at the end of June 2023[8] Expenses - The company’s administrative expenses increased to RMB 7,722,000 from RMB 6,419,000, reflecting a rise of 20%[2] - The cost of goods sold for the six months ended June 30, 2024, was RMB 38,152 thousand, compared to RMB 20,618 thousand in 2023, indicating a significant increase of 85%[21] - Administrative expenses increased by approximately RMB 13 million or 20.3% to approximately RMB 77 million for the six months ended June 30, 2024, compared to RMB 64 million for the same period in 2023[40] Equity - The company reported a total equity of RMB 57,296 thousand as of June 30, 2024, compared to RMB 59,285 thousand as of January 1, 2024[6] - The company’s equity attributable to owners decreased to RMB 58,178,000 from RMB 60,093,000, a decline of 3%[5] Shareholder Information - The company’s directors and key executives hold a total of 76,125,000 shares, representing approximately 42.46% of the issued shares as of June 30, 2024[60] - Liu Yongcheng directly owns 100% of Yongsheng Industrial Co., which holds 19,392,500 shares, approximately 10.59% of the issued shares[61] - Liu Yongqiang directly owns 100% of Hongsheng, which holds 56,732,500 shares, approximately 30.97% of the issued shares[64] Stock Options - The company granted stock options totaling 1,375,000 and 280,900 shares during the period, with a total of 25,816,009 unexercised stock options remaining, representing approximately 14.09% of the issued shares as of the report date[69] - The fair value of the stock options granted during the period is estimated at approximately RMB 4,655,000, with no stock option expenses recognized during the six months ended June 30, 2023[68] Corporate Governance - The company has adopted and complied with the corporate governance code as per the GEM Listing Rules, with the exception of the separation of the roles of Chairman and CEO, which are held by the same individual, Mr. Liu Yongcheng[73] - All directors confirmed compliance with the trading standards set forth in the GEM Listing Rules during the reporting period[72] Future Outlook - The group is optimistic about the growth of natural gas consumption in China, supported by government policies promoting clean energy[41] - The group plans to take appropriate measures to mitigate risks and explore avenues to enhance shareholder value[41]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 44,424,000, an increase from RMB 31,286,000 in the same period of 2023, representing a growth of 42%[4] - The gross profit for the same period was RMB 3,861,000, compared to RMB 3,733,000 in 2023, showing a slight increase of 3%[4] - The company incurred a loss before tax of RMB 4,000,000, which is a significant increase from the loss of RMB 2,832,000 in the previous year, reflecting a deterioration of 41%[4] - The net loss for the period was RMB 4,497,000, compared to RMB 2,832,000 in 2023, indicating an increase in losses of 59%[4] - Basic and diluted loss per share was RMB 2.43 cents, compared to RMB 1.53 cents in the same period last year, representing a 59% increase in loss per share[4] - The total comprehensive loss for the period was RMB 5,478,000, compared to RMB 2,821,000 in 2023, reflecting an increase of 94%[5] - The company reported a foreign exchange loss of RMB 1,958,000 for the period, compared to RMB 1,769,000 in the previous year[5] Operational Costs - The company continues to face challenges in managing operational costs, with administrative expenses rising to RMB 7,722,000 from RMB 6,419,000 in the previous year, an increase of 20%[4] - The cost of goods sold for the six months ended June 30, 2024, was RMB 38,152,000, up from RMB 20,618,000 in 2023, indicating a significant increase in operational costs[23] - Employee costs for the six months ended June 30, 2024, were approximately RMB 2.7 million, compared to RMB 1.9 million for the same period in 2023, reflecting a year-over-year increase of approximately 42.1%[54] Assets and Liabilities - As of June 30, 2024, total non-current assets decreased to RMB 22,695 thousand from RMB 24,972 thousand, representing a decline of approximately 9.1%[6] - Current assets totaled RMB 43,288 thousand, a slight decrease from RMB 44,188 thousand as of December 31, 2023, indicating a reduction of about 2.0%[6] - The company's total liabilities decreased from RMB 9,063 thousand to RMB 8,119 thousand, reflecting a decrease of approximately 10.4%[6] - The company's total assets less current liabilities decreased from RMB 60,097 thousand to RMB 57,864 thousand, a decline of approximately 3.9%[6] - The company's total liabilities as of June 30, 2024, were RMB 8,687,000, a slight decrease from RMB 9,875,000 as of December 31, 2023[16] Cash Flow - The net cash used in operating activities for the six months ended June 30, 2024, was RMB (3,506) thousand, compared to RMB (1,729) thousand for the same period in 2023, indicating a worsening cash flow situation[10] - Cash and cash equivalents at the end of the period were RMB 27,913 thousand, down from RMB 31,281 thousand, a decrease of approximately 10.7%[10] - The company reported a net cash inflow from financing activities of RMB 2,932 thousand, a significant improvement compared to a net outflow of RMB (916) thousand in the previous year[10] Shareholder Information - The company has a total of 183,195,000 shares issued, with Liu Yongcheng and Liu Yongqiang each holding 76,125,000 shares, representing approximately 42.46% of the total issued shares[62] - Liu Yongcheng and Liu Yongqiang are considered to have interests in 56,732,500 shares of Hongsheng Industrial Co., Ltd., which is about 30.97% of the total issued shares[63] - The total beneficial ownership of Yongsheng and Hongsheng combined is 76,125,000 shares, which accounts for 43.36% of the total issued shares[64] - No other directors or key executives have reported interests in the company's shares or related securities as of June 30, 2024[66] Corporate Governance - The company has adopted and complied with the corporate governance code as per the GEM Listing Rules, with the exception of the separation of the roles of Chairman and CEO, which are held by the same individual, Mr. Liu Yongcheng[75] - The Audit and Risk Management Committee, consisting of three independent non-executive directors, has reviewed the unaudited condensed consolidated financial statements for the six months ending June 30, 2024[77] - The company confirmed compliance with the trading standards set forth by the GEM Listing Rules during the reporting period[74] Future Plans and Investments - The company has entered into a memorandum of understanding to invest in a target company engaged in natural gas pipeline construction, aiming to enhance revenue from transportation services[43] - The company plans to construct a CNG refueling station, with an estimated cost of HKD 5.2 million, representing 17.9% of the total planned expenditure[59] - The construction of a combined CNG/LNG refueling station is estimated to cost HKD 12.25 million, accounting for 42.0% of the total planned expenditure[59] - The company has submitted applications and discussed approval processes with government officials for additional projects, with plans to conduct feasibility studies upon receiving necessary approvals[60] Stock Options - The company has granted stock options to Liu Yongcheng and Liu Yongqiang for a total of 1,375,000 and 280,900 shares respectively under the stock option plan approved on April 20, 2018[66] - The fair value of the stock options granted during the period is estimated at approximately RMB 4,655,000, with no stock option expenses recognized during the six months ended June 30, 2023[70] - As of June 30, 2024, there are 25,816,009 unexercised stock options, representing about 14.09% of the issued shares as of the report date[71] - The vesting schedule for stock options includes 30% vesting at grant date, another 30% after one year, and the remaining 40% after two years[69]

Financial Performance - For the fiscal year ending December 31, 2023, the company recorded revenue of RMB 78.0 million, an increase of approximately RMB 10.4 million or 15.4% compared to 2022[13] - LNG sales contributed RMB 24.0 million to the revenue, a significant increase from RMB 3.3 million in 2022[13] - The net loss for the year increased by 547.2% to RMB 23.3 million, compared to a net loss of RMB 3.6 million in 2022[13] - Revenue increased by approximately RMB 10.4 million or 15.4% from RMB 67.6 million in 2022 to approximately RMB 78.0 million in 2023[19] - Retail business revenue accounted for 21.8% of total revenue, increasing from RMB 14.8 million in 2022 to RMB 17.0 million in 2023, a rise of 14.9%[21] - Wholesale business revenue decreased by approximately RMB 7.6 million or 17.1% from RMB 44.4 million in 2022 to RMB 36.8 million in 2023, accounting for 47.2% of total revenue[21] - LNG sales revenue rose significantly to approximately RMB 24.1 million in 2023 from RMB 3.3 million in 2022[22] - Gross profit decreased from approximately RMB 16.3 million in 2022 to approximately RMB 7.5 million in 2023, with a gross margin drop from 24.1% to 9.6%[24] - The company recorded a loss attributable to owners of approximately RMB 23.0 million in 2023, an increase of RMB 19.9 million or 641.9% compared to a loss of RMB 3.1 million in 2022[35] - Other income and losses recorded a loss of approximately RMB 46,000 in 2023, a decrease from a loss of approximately RMB 2.66 million in 2022[25] Operational Highlights - The main business operations are focused on CNG and LNG sales and transportation services in Jingzhou, Hubei Province, China[17] - The company primarily supplies CNG to retail customers and wholesale clients, purchasing natural gas from China National Petroleum Corporation[18] - The company aims to provide safe and reliable clean energy supply and is optimistic about the growth of CNG consumption in China due to favorable government policies[14] - The company is committed to contributing to the improvement of China's environmental conditions through its operations[14] - The company is actively considering and exploring various business opportunities to diversify revenue sources and enhance shareholder value[14] - The digital marketing business, while still in its early stages, contributed less than 1% to the total revenue for the year[17] Financial Position - The total equity of the company as of December 31, 2023, is approximately RMB 59.3 million, down from RMB 82.1 million as of December 31, 2022, representing a decrease of about 27.1%[40] - Cash and cash equivalents as of December 31, 2023, amount to approximately RMB 28.4 million, a decrease from RMB 33.8 million as of December 31, 2022, reflecting a decline of about 15.9%[40] - The company's operating working capital as of December 31, 2023, is approximately RMB 35.1 million, down from RMB 39.9 million as of December 31, 2022, indicating a decrease of about 9.6%[40] - The trade receivables decreased by approximately RMB 1.7 million to about RMB 3.0 million as of December 31, 2023, compared to RMB 4.7 million as of December 31, 2022, showing a reduction of about 36.2%[49] Strategic Initiatives - The company has entered into a strategic cooperation framework agreement with Guangzhou Jingbao Technology Co., Ltd. and Starlight Computer Technology (Shenzhen) Co., Ltd. to explore opportunities in the new media sector[36] - A memorandum of understanding was signed with Carbonis Inc. to collaborate on carbon credits and environmental sustainability, aiming to achieve mutual benefits and compliance with carbon neutrality commitments[36] - The company anticipates growth in natural gas consumption in China due to government policies promoting cleaner energy sources, which is expected to stimulate the natural gas industry[37] - The company is actively exploring new business opportunities to diversify its revenue sources and enhance shareholder value amid a challenging global economic landscape[36] Corporate Governance - The company has a strong leadership team with over 16 years of experience in the natural gas industry, including key executives Liu Yongcheng, Liu Yongqiang, and Liu Yongsheng[70][71][72] - The company has a diverse board of directors, including independent non-executive directors with extensive legal and financial backgrounds[74][75][76] - The board consists of six members, including three executive directors and three independent non-executive directors[155] - The company has established a balance mechanism with independent non-executive directors for major decision-making[157] - The board of directors is collectively responsible for overseeing the company's affairs and ensuring effective internal controls and risk management systems are in place[161] - The company has established three committees: audit and risk management, remuneration, and nomination, each with clearly defined powers and responsibilities[176] Risk Management - The board will consider setting measurable targets to implement the diversity policy and regularly review these targets[187] - The company has implemented a series of internal control policies aimed at ensuring effective operations and compliance with applicable laws[195] - The risk management system includes procedures for identifying, assessing, and managing significant risks to the business[197] - The board has confirmed the effectiveness of the risk management and internal control systems for the year ending December 31, 2023[200] - An external professional organization has been engaged to conduct internal audit functions due to the scale, nature, and complexity of the group's business[200] Shareholder Information - The company did not recommend the payment of a final dividend for the year, consistent with the previous year[90] - The board of directors includes key members with significant shareholdings, with Liu Yongcheng and Liu Yongqiang each holding approximately 43.88% of the issued shares[108] - As of December 31, 2023, TL Natural Gas Holdings Limited had a total of 177,255,000 shares issued, with major shareholders holding significant stakes, including 永盛 and 鴻盛, each owning approximately 44.81% of the shares[114] - The company has a stock option plan approved on April 20, 2018, allowing the issuance of options to directors and employees, with a maximum of 1% of the issued share capital available for any single participant[119] Employee Information - As of December 31, 2023, the group employed 71 staff members, an increase from 64 staff members as of December 31, 2022, with employee costs recorded at approximately RMB 5.0 million, down from RMB 5.2 million in the previous year[53] - The overall gender ratio among employees is approximately 44% male to 56% female[187] Compliance and Regulations - The company has implemented compliance procedures to ensure adherence to applicable environmental laws and regulations[86] - The company confirmed compliance with the non-competition agreement by its controlling shareholders for the current year[136] - The group did not engage in any related party transactions that required compliance with GEM listing rules[140]

Financial Performance - TL Natural Gas Holdings Limited reported its annual results for the year ending December 31, 2023[2]. - The company recorded revenue of RMB 78.0 million for the year ended December 31, 2023, an increase of approximately RMB 10.4 million or 15.4% compared to 2022[17]. - LNG sales contributed RMB 24.0 million to revenue in 2023, a significant increase from RMB 3.3 million in 2022[17]. - The net loss for the year increased by 547.2% to RMB 23.3 million from RMB 3.6 million in 2022[17]. - Retail business revenue from CNG sales accounted for 21.8% of total revenue, increasing to approximately RMB 17.0 million in 2023 from RMB 14.8 million in 2022[25]. - Wholesale business revenue from CNG sales decreased by 17.1% to approximately RMB 36.8 million, accounting for 47.2% of total revenue in 2023[25]. - The company's total sales cost increased by 37.4% to approximately RMB 70.5 million, primarily due to higher LNG sales[27]. - Gross profit decreased to approximately RMB 7.5 million in 2023, with a gross margin of 9.6%, down from 24.1% in 2022[28]. - The company reported a loss attributable to owners of approximately RMB 230 million, an increase of RMB 199 million or 641.9% compared to RMB 31 million in the previous year[40]. - The total equity as of December 31, 2023, was approximately RMB 593 million, down from RMB 821 million as of December 31, 2022[45]. - Cash and cash equivalents as of December 31, 2023, were approximately RMB 284 million, compared to RMB 338 million in the previous year[45]. - Approximately RMB 576 million is available for distribution as reserves as of December 31, 2023, down from RMB 606 million the previous year[101]. Business Operations - The company operates in the compressed natural gas (CNG) and liquefied natural gas (LNG) sectors, providing clean alternative fuels for vehicles[8]. - The company is headquartered in Hong Kong and has operational facilities in Jingzhou, Hubei Province, China[14]. - The company has established relationships with several banks for its financial operations, including Agricultural Bank of China and DBS Bank[13]. - The company is actively exploring various business opportunities to diversify revenue sources and enhance shareholder value[18]. - The company has entered into strategic cooperation agreements to explore new business opportunities in the new media sector[41]. - The company is optimistic about the growth of natural gas consumption in China, supported by government policies promoting clean energy[42]. - The company has been in discussions with government officials regarding the approval process for its plans[68]. - The company will conduct feasibility studies, including environmental impact assessments, after receiving relevant government approvals[68]. Governance and Compliance - The board of directors includes executive directors and independent non-executive directors, ensuring a diverse governance structure[13]. - The annual report is part of the compliance with GEM listing rules, aimed at providing relevant information to stakeholders[7]. - The company emphasizes the higher investment risks associated with small and medium-sized enterprises listed on the GEM market[6]. - The company has implemented compliance procedures to ensure adherence to relevant laws and regulations impacting its operations[91]. - The company has adopted the trading compliance standards as per GEM listing rules for directors' securities transactions, confirming adherence throughout the year[140]. - The company has adopted and applied the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance with all applicable provisions, except for the deviation regarding the roles of the Chairman and CEO[154]. - The company has confirmed that all independent non-executive directors meet the independence criteria as per GEM Listing Rules, ensuring effective oversight and governance[163]. - Independent non-executive directors serve a specific term of three years and are subject to re-election at the annual general meeting, promoting accountability[164]. - The board has established mechanisms to ensure independent viewpoints are obtained, with at least three independent non-executive directors, one of whom possesses relevant professional qualifications[171]. - The nomination committee strictly adheres to the nomination policy and evaluates the independence of independent non-executive directors annually[172]. Risk Management - The management discussion and analysis section provides insights into the major risks and uncertainties faced by the company[90]. - The board confirmed its responsibility for the effectiveness of risk management and internal control systems, which aim to manage risks rather than eliminate them[198]. - The audit and risk management committee assists the board in overseeing the implementation and monitoring of risk management and internal control systems[200]. - The company has adopted a series of internal control policies and procedures to ensure effective operations and reliable financial reporting[200]. Shareholder Information - The company has entered into a placement agreement to issue up to 35,451,000 shares at a price of HKD 0.658 per share, representing a discount of approximately 17.75% to the closing price on the placement agreement date[71]. - The total gross proceeds from the placement are approximately HKD 3.9 million, with net proceeds expected to be around HKD 3 million after deducting placement commissions and related expenses[72]. - The net proceeds from the placement will be used for investments in renewable energy-related businesses and general working capital[72]. - The company anticipates no changes to the main plans regarding the use of proceeds as of the report date[70]. - The company does not recommend the payment of a final dividend for the year, consistent with the previous year[95]. - The company has not purchased, sold, or redeemed any of its listed securities during the year[97]. - The company has a stock option plan approved on April 20, 2018, allowing the issuance of options to directors and employees as an incentive[123]. - A total of 25,816,009 stock options remain unexercised as of the report date, equivalent to about 14.56% of the issued shares[132]. Employee and Director Information - Employee costs, including director remuneration, were approximately RMB 5.0 million as of December 31, 2023, slightly down from RMB 5.2 million in 2022, with a total of 71 employees compared to 64 in the previous year[58]. - The company has arranged for the purchase of appropriate insurance for its directors and senior officers, which is currently in effect[110]. - The company has received annual independence confirmations from all independent non-executive directors as of the report date[106]. - New directors receive formal and comprehensive induction training to understand the company's operations and their responsibilities under GEM Listing Rules[177]. - All directors participated in continuous professional development, receiving training and reading materials related to their responsibilities as listed company directors[180]. Audit and Risk Management Committee - The Audit and Risk Management Committee held five meetings during the year to review quarterly, interim, and annual financial performance and reports[183]. - The Audit and Risk Management Committee's responsibilities include reviewing financial data and internal control systems, ensuring compliance and effective risk management[183]. - The Remuneration Committee held one meeting during the year to review the remuneration policies and structures for directors and senior management[185]. - The Nomination Committee held one meeting during the year to review the board's structure, size, and composition, as well as the independence of non-executive directors[188].

Financial Performance - Revenue for the three months ended September 30, 2023, was RMB 20,600,000, an increase of 7.9% compared to RMB 19,093,000 for the same period in 2022[6]. - Gross profit for the nine months ended September 30, 2023, was RMB 5,672,000, down 43.7% from RMB 10,070,000 in the same period of 2022[6]. - The net loss for the three months ended September 30, 2023, was RMB 756,000, a decrease from a net loss of RMB 1,586,000 in the same period of 2022[6]. - The basic and diluted loss per share for the nine months ended September 30, 2023, was RMB 1.94, compared to RMB 2.28 for the same period in 2022[6]. - Other comprehensive loss for the three months ended September 30, 2023, was RMB 735,000, compared to RMB 2,226,000 for the same period in 2022[7]. - The total revenue for the nine months ended September 30, 2023, was RMB 51,886,000, an increase of 12.0% from RMB 46,160,000 in the same period of 2022[6]. - CNG sales for the three months ended September 30, 2023, were RMB 12,853,000, a decrease of 29.0% from RMB 18,287,000 in the same period of 2022[21]. - LNG sales for the nine months ended September 30, 2023, were RMB 12,055,000, compared to no sales in the same period of 2022[21]. - The cost of goods sold for the nine months ended September 30, 2023, was RMB 33,342,000, an increase of 18.0% from RMB 28,229,000 in the same period of 2022[23]. - The gross profit decreased from approximately RMB 10.1 million for the nine months ended September 30, 2022, to about RMB 5.7 million for the same period in 2023, with a gross margin decline from 21.8% to 10.9%[39]. - The company's loss attributable to owners for the nine months ended September 30, 2023, was approximately RMB 3.6 million, a decrease of about RMB 0.4 million or 10.0% compared to RMB 4.0 million for the same period in 2022[45]. Expenses and Costs - The company incurred administrative expenses of RMB 9,021,000 for the nine months ended September 30, 2023, down from RMB 13,536,000 in the same period of 2022[6]. - The cost of sales for the nine months ended September 30, 2023, was approximately RMB 46.2 million, an increase of about RMB 10.1 million or 28.0% compared to RMB 36.1 million for the same period in 2022[38]. - Administrative expenses decreased by approximately RMB 4.5 million or 33.3% to about RMB 9.0 million for the nine months ended September 30, 2023, compared to RMB 13.5 million for the same period in 2022[41]. - Employee costs for the nine months ended September 30, 2023, were approximately RMB 2.9 million, down from RMB 3.5 million for the same period in 2022, reflecting a decrease of about 17.14%[53]. Equity and Shareholder Information - The total equity attributable to owners of the company as of September 30, 2023, was RMB 79,244,000, down from RMB 84,268,000 at the beginning of the year[8]. - The company’s major shareholders, including 永盛 and 鴻盛, each hold approximately 50.36% of the issued shares, totaling 85,955,000 shares[60]. - Liu Yongcheng and Liu Yongqiang each own 49.43% of the company’s ordinary shares, with an additional 0.93% through stock options[55]. - As of September 30, 2023, Liu Yongcheng directly owns 100% of Yongsheng, which holds 19,392,500 shares, approximately 10.94% of the issued shares[63]. - Liu Yongcheng is deemed to have an interest in 66,562,500 shares, approximately 37.55% of the issued shares held by Hongsheng as of September 30, 2023[63]. - The company has a total of 25,816,009 unexercised share options, equivalent to about 14.56% of the issued shares as of the report date[73]. - The company’s stock options plan allows for the granting of options for a total of 1,375,000 shares and 280,900 shares to Liu Yongqiang and Liu Yongcheng, respectively[59]. Corporate Governance and Compliance - The company has established an Audit and Risk Management Committee, consisting of three independent non-executive directors, to review the unaudited consolidated financial statements for the nine months ending September 30, 2023[82]. - The company has adopted the trading compliance standards as per the GEM Listing Rules, confirming compliance by all directors for the nine months ending September 30, 2023[76]. - The company has complied with the corporate governance code, with the exception of the separation of roles between the Chairman and CEO, which is deemed appropriate under current management structure[80]. - The company has confirmed that there are no conflicts of interest among directors or major shareholders in restricted businesses as of September 30, 2023[79]. Future Outlook and Strategic Initiatives - The company has entered the new media industry since 2022 and signed a non-binding strategic cooperation framework agreement with a technology company to explore opportunities in live broadcasting and local lifestyle sectors[46]. - The company is optimistic about the growth of natural gas consumption in China, driven by government policies supporting the development and utilization of natural gas and clean energy[46]. - The company has not made any significant investments or acquisitions during the reporting period[51]. - The company has not disclosed any new product developments or technological advancements in the current report[54]. - The company anticipates that actual performance may differ significantly from forward-looking statements due to known and unknown risks[86]. - No significant events have occurred after the reporting date, aside from the disclosed placement and unaudited financial statements[85]. Share Placement - The company has entered into a placement agreement to issue up to 35,451,000 new shares at a placement price of HKD 0.45 per share, representing approximately 20% of the existing issued share capital[83]. - The maximum gross proceeds from the placement are expected to be HKD 15,952,950, with net proceeds estimated at approximately HKD 15 million after deducting related costs[84]. - The net proceeds from the placement will be used for investments in renewable energy-related businesses and general working capital[84]. - The placement price represents an approximate discount of 18.18% to the closing price on the date of the agreement[83].

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） 截 至 二 零 二 三 年 九 月 三 十 日 止 九 個 月 之 第 三 季 度 業 績 公 告 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」）欣然宣佈本集團截至二零二三年九月三十日止九個月之第三 季度未經審核綜合業績。本公告載有本公司二零二三年第三季度報告（「二零 二三年第三季度報告」）全文，符合香港聯合交易所有限公司GEM證券上市規則 （「GEM上市規則」）有關第三季度業績初步公告隨附資料之相關規定。二零二三年 第三季度報告的印刷版本將於適當時候寄發予本公司的股東，並刊登在香港聯 合交易所有限公司網站www.hkexnews.hk及本公司網站www.tl-cng.com 以供閱覽。 承 ...