天伦燃气(01600) - 2023 - 年度财报

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