九丰能源(605090) - 2024 Q2 - 季度财报

Section I Definitions I. Definitions of Entity Names This section lists the names and corresponding meanings of the company, controlling shareholder, subsidiaries, associates, and major international energy partners involved in the report, providing a basis for understanding the report content - The Company refers to Jiangxi Jiufeng Energy Co., Ltd., and the controlling shareholder is Guangdong Jiufeng Investment Holding Co., Ltd[8] - Major subsidiaries include Guangdong Jiufeng Energy Group Co., Ltd., Dongguan Jiufeng Energy Co., Ltd., and Sichuan Yuanfeng Sentai Energy Group Co., Ltd[8] - Major international partners include Petronas, Eni Group, Glencore, Trafigura Group, and BP plc[8] II. Definitions of Clean Energy Industry and Business This section defines clean energy products such as natural gas, LNG, PNG, CNG, LPG, methanol, and dimethyl ether, and explains related industry terms like "X+1+X" model, tank trucks, refueling stations, gasification stations, pipelines, calorific value, and PDH - LNG (Liquefied Natural Gas) is formed by cooling gaseous natural gas to -162℃ at atmospheric pressure, with its volume being approximately 1/625 of the same amount of gaseous natural gas[9] - LPG (Liquefied Petroleum Gas) primarily consists of propane and butane, forming a liquid product through pressurization or cooling[9] - The "X+1+X" model refers to an oil and gas market system with multiple upstream oil and gas resource suppliers and channels, an efficient midstream "single network" for collection and transportation, and healthy market competition downstream[9] III. Definitions of Energy Service Industry and Business This section explains professional terms in the energy service industry, including three types of gas wells, low-yield and inefficient wells, foam drainage, intermittent production, velocity strings, downhole throttling, negative pressure gas production, plunger lift, ESP gas lift, jet pump drainage, as well as production processes like separation, purification, liquefaction, and LNG receiving station window periods - Three types of gas wells refer to remote wells, scattered wells, and trial production wells[9] - Foam drainage is a production and drainage process that removes bottom-hole fluid accumulation by injecting surfactants[9] - LNG receiving station window period refers to the agreed unloading period between an LNG vessel and the receiving station[10] IV. Definitions of Specialty Gas Industry and Business This section defines specialty gases and specifically explains related concepts such as helium and BOG (Boil-Off Gas), as well as the commercial aerospace sector - Specialty gases refer to gases with special requirements for purity, variety, and properties used in specific fields, including electronic gases, medical gases, and standard gases[10] - Helium is a strategic rare gas resource with low density, low boiling point, good thermal conductivity, and stable chemical properties[10] - BOG (Boil-Off Gas) is gas generated by LNG evaporation due to temperature increase during operation[10] V. Other Definitions This section defines general terms such as reporting period, end of reporting period, period-end, "Company Law", convertible bonds, yuan, ten thousand yuan, and hundred million yuan - The reporting period refers to January 1, 2024, to June 30, 2024[10] - Yuan, ten thousand yuan, and hundred million yuan all refer to the Renminbi currency unit[10] Section II Company Profile and Key Financial Indicators I. Company Information This section provides the company's basic registration information, including its Chinese name, abbreviation, foreign name, acronym, and legal representative - The company's Chinese name is Jiangxi Jiufeng Energy Co., Ltd., abbreviated as Jiufeng Energy[11] - The legal representative is Zhang Jianguo[11] II. Contact Persons and Information This section lists the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative - The Board Secretary is Huang Bo, and the Securities Affairs Representative is Liu Pingping[12] - The contact address for both is 2116, Block A, Yew Chung Plaza, Linhe West Road, Tianhe District, Guangzhou, Guangdong Province[12] III. Introduction to Changes in Basic Information This section describes the historical changes in the company's registered address and provides the current office address, postal code, company website, and email address - The company's registered address changed to the west side of Zhenxing Avenue, Industrial New Zone, Yudu County, Ganzhou City, Jiangxi Province in April 2018[13] - The company's office address is 2116, Block A, Yew Chung Plaza, Linhe West Road, Tianhe District, Guangzhou, Guangdong Province[13] IV. Introduction to Changes in Information Disclosure and Document Custody Locations This section specifies the company's designated newspapers for information disclosure, the website address for publishing semi-annual reports, and the location where reports are kept - The company's designated newspapers for information disclosure are "China Securities Journal", "Shanghai Securities News", "Securities Times", and "Securities Daily"[14] - The website address for publishing semi-annual reports is http://www.sse.com.cn[14](index=14&type=chunk) V. Company Stock Overview This section provides an overview of the company's stock, including its type, listing exchange, stock abbreviation, and stock code - The company's stock is A-shares, listed on the Shanghai Stock Exchange, with the stock abbreviation Jiufeng Energy and stock code 605090[14] VII. Company's Key Accounting Data and Financial Indicators This section details the company's key accounting data and financial indicators for the first half of 2024, comparing them with the same period last year, revealing significant growth in revenue, net profit, cash flow, and net assets (I) Key Accounting Data This subsection lists the company's operating revenue, net profit attributable to shareholders, net profit attributable to shareholders after deducting non-recurring gains and losses, net cash flow from operating activities, net assets attributable to shareholders, and total assets for the first half of 2024, along with their year-on-year changes | Key Accounting Data | Current Period (Jan-Jun) | Prior Year Same Period | Change from Prior Year Same Period (%) | | :------------------ | :----------------------- | :--------------------- | :------------------------------------- | | Operating Revenue | 11.27 billion yuan | 11,047,221,278.92 yuan | 1.99 | | Net Profit Attributable to Shareholders of Listed Company | 1.11 billion yuan | 712,420,406.01 yuan | 55.23 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 788.00 million yuan | 774,149,011.42 yuan | 1.79 | | Net Cash Flow from Operating Activities | 1.22 billion yuan | 708,880,273.19 yuan | 72.03 | | Period-End Data | Current Period End | Prior Year End | Change from Prior Year End (%) | | Net Assets Attributable to Shareholders of Listed Company | 8.66 billion yuan | 7,775,126,351.85 yuan | 11.41 | | Total Assets | 14.76 billion yuan | 14,409,201,726.96 yuan | 2.45 | (II) Key Financial Indicators This subsection lists the company's basic earnings per share, diluted earnings per share, basic earnings per share after deducting non-recurring gains and losses, and weighted average return on net assets for the first half of 2024, along with their year-on-year changes | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Same Period | Change from Prior Year Same Period (%) | | :----------------------- | :----------------------- | :--------------------- | :------------------------------------- | | Basic Earnings Per Share (yuan/share) | 1.78 | 1.15 | 54.78 | | Diluted Earnings Per Share (yuan/share) | 1.61 | 1.06 | 51.89 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (yuan/share) | 1.27 | 1.25 | 1.60 | | Weighted Average Return on Net Assets (%) | 13.23 | 9.91 | Increased by 3.32 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 9.43 | 10.77 | Decreased by 1.34 percentage points | - Basic earnings per share increased by 54.78% year-on-year, and diluted earnings per share increased by 51.89% year-on-year, primarily due to the increase in net profit attributable to shareholders of the listed company[16] - Operating revenue increased by 1.99% year-on-year, primarily due to stable sales revenue from clean energy business and growth in energy services and specialty gas businesses[16] - Net profit attributable to shareholders of the listed company increased by 55.23% year-on-year, mainly due to stable pass-through pricing capability in clean energy business, increased profitability in energy services and specialty gas businesses, and gains from optimizing vessel assets[16] - Net cash flow from operating activities increased by 72.03% year-on-year, primarily due to increased profitability and improved working capital management efficiency[16] - Net assets attributable to shareholders of the listed company increased by 11.41% year-on-year, mainly due to profitability and conversion of convertible bonds[16] IX. Non-Recurring Gains and Losses Items and Amounts This section details the company's non-recurring gains and losses items and their amounts for the first half of 2024, totaling 317.89 million yuan, with disposal gains on non-current assets being the largest contributor 2024 Semi-Annual Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (yuan) | | :---------------------------------- | :------------ | | Gains or losses from disposal of non-current assets | 335.52 million yuan | | Government grants recognized in profit or loss for the current period | 13.31 million yuan | | Gains or losses from changes in fair value of financial assets and financial liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and financial liabilities, excluding those related to effective hedging activities in normal business operations | 20.48 million yuan | | Gains or losses from entrusted investments or asset management | 2.43 million yuan | | Reversal of impairment provisions for accounts receivable that are individually tested for impairment | 0.06 million yuan | | Other non-operating income and expenses apart from the above items | 1.00 million yuan | | Less: Income tax impact | 54.56 million yuan | | Impact of minority interests (after tax) | 0.36 million yuan | | Total | 317.89 million yuan | - Disposal gains on non-current assets primarily resulted from the company's optimization of certain vessel assets, generating 335.52 million yuan in income[17] Section III Management Discussion and Analysis I. Description of the Company's Industry and Main Business Operations During the Reporting Period This section elaborates on the overview of the three major industries the company operates in—clean energy, energy services, and specialty gases—including market demand, supply, policy support, and development trends, and introduces the company's specific business models and strategic layouts in each segment (I) Industry Overview This subsection analyzes the market status, development trends, policy environment, and competitive landscape of the clean energy, energy services, and specialty gases industries, emphasizing the continuous growth in natural gas and LPG demand, and the strategic importance of energy operation services and specialty gases (especially helium and hydrogen) 1. Clean Energy Industry The clean energy industry, particularly natural gas/LNG and LPG, plays a crucial role in China's economic growth and energy structure transformation, with natural gas demand and LNG consumption rapidly increasing, but domestic production is insufficient, leading to high import dependence; LPG consumption is steadily growing, driven mainly by chemical feedstock demand, also with increasing import reliance - In the first half of 2024, national apparent natural gas consumption was 213.75 billion cubic meters, a year-on-year increase of 10.1%[20] - From 2015 to 2023, China's apparent LNG consumption had a compound annual growth rate of 17.76%[20] - In the first half of 2024, China's natural gas production was 123.5 billion cubic meters, a year-on-year increase of 4.4%, with external dependence reaching 42.28%[23] - In 2023, China's apparent LPG consumption was 83.50 million tons, a year-on-year increase of 11.43%, with chemical feedstock gas being the main growth driver[29][30] - In the first half of 2024, China's total LPG imports were 17.47 million tons, a year-on-year increase of 11.94%, with import dependence increasing[31] 2. Energy Service Industry The energy service industry focuses on national energy security and increasing natural gas reserves and production, providing comprehensive lifecycle management services for natural gas wells, including auxiliary drainage for low-yield and inefficient wells and recovery and treatment for three types of gas wells; energy logistics services cover LNG and LPG vessel capacity, receiving, and storage, with global capacity demand on the rise and green transformation accelerating vessel replacement - Energy operation services primarily focus on natural gas production and operation, providing comprehensive lifecycle management services for natural gas wells to upstream resource owners[33] - Auxiliary drainage technologies include foam drainage, intermittent production, velocity strings, downhole throttling, negative pressure gas production, plunger lift, ESP gas lift, and jet pump drainage[36] - Global LNG new vessel orders surged by 95% in 2022, and by 2028, the number of LNG vessels over 100,000 cubic meters is expected to exceed 900[38] - As of the end of June 2024, China had 29 imported LNG facilities, with a combined receiving capacity of 137.14 million tons/year[40] 3. Specialty Gas Industry The specialty gas industry is essential for emerging technology industries; helium, a strategic rare gas resource, faces high import dependence in China (89.43%), with accelerated domestic production; hydrogen, a clean energy, sees China as the largest producer with a complete industrial chain and rapid advancements in green hydrogen technology; the rapid development of the commercial aerospace industry drives demand for aerospace specialty gases - Helium is known as "gas chip" and "gas gold," widely used in aerospace, semiconductors, medical, and optical fiber fields[42] - China's helium resources are approximately 1.1 billion cubic meters, accounting for 2.12% of the global total, and in 2023, China's helium import dependence reached as high as 89.43%[44] - China has become the world's largest hydrogen producer, with hydrogen output reaching 40.04 million tons in 2022, a year-on-year increase of 32%[45] - In the first half of 2024, China successfully conducted 5 commercial aerospace launch activities, driving the rapid development of the aerospace specialty gas market[53] (II) Company's Business Operations The company is positioned as a "value-creating clean energy service provider," forming a "one core, two wings" business development pattern, with clean energy as the core business and energy services and specialty gases as actively developing new sectors; the company achieves stable pass-through pricing capability through a "sea gas + land gas" dual resource pool, a midstream core asset chain, and differentiated customer matching - The company's core business covers three major segments: clean energy, energy services, and specialty gases, forming a "one core, two wings" development pattern[54] - The clean energy business adopts an "integrated pass-through pricing model," building a "sea gas + land gas" dual resource pool to strengthen resource assurance and cost competitiveness[55] - The company independently controls an LNG production capacity of 0.70 million tons, owns the Dongguan Lisha Island LNG/LPG receiving station and supporting storage tanks, with an annual LNG throughput capacity of 1.50 million tons and an annual LPG throughput capacity of 1.50 million tons[56] - The energy operation service business model is "technology + equipment + digital operation," providing auxiliary drainage and recovery and treatment services[64][65] - The specialty gas business adopts "on-site gas production" and "retail gas supply" models, having built or is building specialty gas resource projects for helium, liquid hydrogen, hydrogen, liquid oxygen, liquid nitrogen, and high-purity liquid methane[68][69] II. Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness lies in the synergistic development of its three major businesses, diversified "sea gas + land gas" dual gas source assurance, high-barrier quality core assets, significant regional and downstream customer advantages, outstanding international and domestic pass-through pricing capability, resource matching in commercial aerospace specialty gases, and continuous innovation capabilities - The three major businesses (clean energy, energy services, specialty gases) are integrated and mutually reinforcing, forming a synergistic development system[71] - Through long-term LNG contracts with Petronas and ENI, international spot purchases, combined with self-produced LNG and purchased gas, a "sea gas + land gas" dual gas source assurance is formed[72][73] - The company owns the first private LNG/LPG integrated receiving station and supporting storage tanks in South China, and actively deploys high-quality assets such as LNG and LPG vessels, forming a high-barrier advantage[74] - The company's specialty gas resource endowment highly matches the demand for specialty gases in the aerospace sector, possessing domestic helium production and supply capability (accounting for 10% of domestic helium), and having advantages in hydrogen and high-purity methane[77][78] - The company has achieved multiple domestic firsts or leading positions in LPG STS offshore transshipment, LNG receiving station construction, LNG gasification stations, cryogenic helium extraction devices, and commercial aerospace special fuel and gas supporting projects[79] III. Discussion and Analysis of Operations In the first half of 2024, despite a complex external environment, the company's clean energy business maintained stable pass-through pricing and sales growth, while energy services and specialty gases achieved rapid growth and improved profitability; the company actively promoted digitalization, protected shareholder interests, strengthened safety production, and fostered corporate culture - In the first half of 2024, the company achieved operating revenue of 11.27 billion yuan, a year-on-year increase of 1.99%; net profit attributable to shareholders of the listed company was 1.11 billion yuan, a year-on-year increase of 55.23%[81] - The clean energy business optimized spot procurement of sea gas and land gas resources, consolidated industrial users in South China, expanded into Guangxi, Jiangxi, Hunan, and Fujian markets, with industrial end-user sales increasing by 20% year-on-year[82] - The energy service business established an energy service operations center, expanded auxiliary drainage operations to the Shenfu and Linxing blocks, and achieved a recovery and treatment service volume of 0.18 million tons[85] - The specialty gas business achieved high-purity helium production and sales of approximately 0.15 million cubic meters and hydrogen production and sales of 54.34 million cubic meters, and signed a helium resource supply agreement with the Aerospace Information Research Institute, Chinese Academy of Sciences[87] - The company formulated the "Cash Dividend Plan for the Next Three Years (2024-2026)", specifying fixed annual cash dividends of 750 million yuan, 850 million yuan, and 1 billion yuan for 2024-2026, respectively[89] IV. Key Operating Performance During the Reporting Period This section analyzes the reasons for changes in key financial statement items, asset and liability status, overseas asset situation, equity investments, non-equity investments, financial assets measured at fair value, and significant asset disposals during the reporting period, and provides an analysis of major controlled and associate companies 2024 Semi-Annual Financial Statement Related Item Changes | Item | Current Period Amount (yuan) | Prior Year Same Period Amount (yuan) | Change Ratio (%) | | :--- | :--------------------------- | :----------------------------------- | :--------------- | | Operating Revenue | 11.27 billion yuan | 11,047,221,278.92 yuan | 1.99 | | Operating Cost | 10.18 billion yuan | 9,964,380,278.71 yuan | 2.20 | | Selling Expenses | 114.53 million yuan | 100,095,079.55 yuan | 14.42 | | Administrative Expenses | 135.07 million yuan | 121,783,263.57 yuan | 10.91 | | Financial Expenses | -7.52 million yuan | -34,851,169.95 yuan | -78.43 | | R&D Expenses | 4.33 million yuan | 0 yuan | 100.00 | | Net Cash Flow from Operating Activities | 1.22 billion yuan | 708,880,273.19 yuan | 72.03 | | Net Cash Flow from Investing Activities | -758.48 million yuan | -1,637,133,971.63 yuan | -53.67 | | Net Cash Flow from Financing Activities | -380.86 million yuan | 865,319,855.75 yuan | -144.01 | - Financial expenses decreased by 78.43% year-on-year, primarily due to the combined effect of reduced bank wealth management income and increased amortization of convertible bond interest[94] - Net cash outflow from investment activities decreased by 53.67% year-on-year, primarily due to the combined effect of optimizing some vessel assets, redeeming wealth management products, paying the final installment for IPO fundraising projects, and purchasing 2 LPG vessels[94] - Net cash flow from financing activities decreased by 144.01% year-on-year, primarily due to the implementation of cash dividends, repayment of sale-and-leaseback funds, and share repurchases[94] - Overseas assets amounted to 4.70 billion yuan, accounting for 31.85% of total assets, mainly comprising overseas vessel assets and foreign currency assets of international procurement platform companies[96] - During the reporting period, the company's equity investment amounted to 29.55 million yuan, a year-on-year decrease of 83.93%[97] - The company has constructed 1 LNG vessel and 1 LPG vessel, and acquired 2 relatively new LPG vessels, involving a significant total investment[99] - The company sold one self-owned LNG vessel, with a book value of 808.33 million yuan on the sale date, achieving asset preservation and appreciation[103] V. Other Disclosure Matters This section discloses six major risks the company may face, including macroeconomic fluctuations, intensified market competition, acquisition integration, goodwill impairment, futures and derivatives investments, and production safety, and outlines the company's strategies and measures to address these risks - The company faces operational risks from macroeconomic fluctuations, geopolitical factors, military conflicts, and extreme weather conditions[105] - The homogeneity of clean energy products leads to intensified market competition, which the company addresses through regional advantages, dual resource pools, and strengthened customer loyalty[107] - Acquisitions of subsidiaries such as Sentai Energy, Henan Zhongneng, Zhengtuo Gas, and Hunan Aierxi carry risks of integration progress and synergy effects not meeting expectations[108] - As of the end of the reporting period, the company's goodwill had a book value of 976 million yuan, with a risk of future impairment[109] - Engaging in futures and derivatives investments carries the risk of significant losses due to market fluctuations or improper operations, for which the company has established management systems to control risks[110][111] - The company's core business involves procurement, transportation, production, storage, distribution, and sales, posing production safety risks, for which the company has established a comprehensive safety management system[112] Section IV Corporate Governance I. Overview of General Meetings of Shareholders This section summarizes the general meetings of shareholders held by the company during the reporting period, including the session, date, designated website index for resolutions, disclosure date, and main resolutions - The First Extraordinary General Meeting of Shareholders was held on January 30, 2024, approving proposals such as the Board of Directors' independent director allowance plan, revision of the company's articles of association and related systems, purchase of D&O liability insurance, and adjustment of investment amounts for fundraising projects[114] - The 2023 Annual General Meeting of Shareholders was held on May 6, 2024, approving proposals such as the 2023 Board of Directors'/Supervisors' work reports, financial final accounts report, profit distribution plan, 2024 annual guarantee limit forecast, and futures and derivatives business limit forecast[114] - The Second Extraordinary General Meeting of Shareholders was held on June 21, 2024, approving proposals such as the "Cash Dividend Plan for the Next Three Years (2024-2026)", the 2024 restricted stock and stock option incentive plan, and the second employee stock ownership plan[114] II. Changes in the Company's Directors, Supervisors, and Senior Management This section discloses changes in the company's directors, supervisors, and senior management during the reporting period, primarily due to the re-election of the third Board of Directors and Board of Supervisors - The independent directors of the second Board of Directors, Zhu Guilong, Chen Yugang, and Zeng Yamin, retired upon expiration of their terms[117] - Li Shengland, Zhou Bing, and Wang Xinlu were elected as independent directors of the third Board of Directors[117] - Except for the independent directors, the composition of other directors and supervisors remained unchanged[117] III. Profit Distribution or Capital Reserve Conversion Plan This section discloses the company's profit distribution plan for the first half of 2024, proposing a cash dividend of 0.40 yuan (tax inclusive) per share to all shareholders, with an estimated total cash dividend of 248.52 million yuan - The company's 2024 semi-annual profit distribution plan is to distribute a cash dividend of 0.40 yuan (tax inclusive) per share[118][119] - The estimated total cash dividend is 248.52 million yuan, accounting for 22.47% of the net profit attributable to shareholders of the listed company in the 2024 semi-annual consolidated financial statements[119] - This profit distribution does not involve converting capital reserves into share capital or issuing bonus shares[119] IV. Status and Impact of the Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures This section introduces the progress of the company's 2024 restricted stock and stock option incentive plan, as well as the implementation of the first and second employee stock ownership plans, aiming to stimulate employee enthusiasm and promote company development through long-term incentive mechanisms - The company approved the 2024 restricted stock and stock option incentive plan on June 5, 2024, and determined the initial grant date on June 21[119] - 2.3485 million restricted shares and 2.3485 million stock options were granted to 134 incentive recipients, with registration completed on July 25[119] - The first employee stock ownership plan completed its unlocking and equity distribution in April and June 2024, based on performance assessment and individual performance[121] - The second employee stock ownership plan was launched in June 2024, with a duration of 48 months, aiming to promote the 2025-2027 development plan[122] Section V Environmental and Social Responsibility I. Environmental Information This section details the environmental protection management of the company and its subsidiaries, including pollutant discharge information, fixed pollution source discharge registration, construction and operation of pollution control facilities, environmental impact assessments, emergency plans for environmental incidents, and self-monitoring plans, emphasizing the company's commitment to ecological protection and pollution prevention - The company's subsidiary, Dongjiu Energy, has obtained a pollutant discharge permit and strictly manages atmospheric pollutants, water pollutants, noise, and solid waste[123][124] - Multiple subsidiaries of the company have completed fixed pollution source discharge registration and formulated emergency plans for environmental pollution incidents[125][130] - The company equips its LNG and LPG vessels with BOG reliquefaction devices to reduce methane emissions, achieving economic and environmentally friendly ocean transportation[131] - The Dongguan energy base optimized its tank truck loading system, achieving an annual VOCs reduction of up to 1.5 tons[131] - Subsidiaries including Inner Mongolia Sentai, Junlian Sentai, Gulin Senneng, Henan Zhongneng, and Hunan Aierxi have achieved energy saving, consumption reduction, and pollutant emission reduction through technological transformation and operational optimization[131][132][133] II. Specific Progress in Consolidating Poverty Alleviation Achievements and Rural Revitalization This section discloses the company's investment in corporate social responsibility, with 0.58 million yuan donated to relevant research institutes and charitable foundations during the reporting period for environmental protection and poverty alleviation initiatives - During the reporting period, the company donated 0.58 million yuan to relevant research institutes and charitable foundations for environmental protection and poverty alleviation initiatives[134] Section VI Significant Matters I. Fulfillment of Commitments This section details the various commitments made by the company's actual controllers, shareholders, related parties, acquirers, and the company itself, which were in effect during or continued into the reporting period, including those related to major asset restructuring and initial public offerings, and describes their fulfillment status - The company, its directors, supervisors, senior management, controlling shareholder, and actual controller all committed that the information provided is true, accurate, and complete, with no false records, misleading statements, or major omissions[140][141][143][144][148][149][158][159][160][170][171][172][173][174][175][199][201][202] - The controlling shareholder and actual controller committed to avoiding horizontal competition and reducing related party transactions, and to bear compensation liability for any breach of commitment[152][153][154][196][197][198] - The original shareholders of Sentai Energy committed to a cumulative net profit of no less than 475.82 million yuan for Sentai Energy from 2022-2024, and pledged to prioritize compensation with shares, convertible bonds, and/or cash[167][168] - The company, its controlling shareholder, directors, and senior management made detailed commitments regarding stabilizing stock prices, repurchasing new shares for major information disclosure violations, compensating losses, and measures to mitigate dilution of immediate returns[188][189][190][191][192][193][194][195][199][200][201][202][203][204][205][206] VIII. Alleged Violations, Penalties, and Rectification by the Listed Company, its Directors, Supervisors, Senior Management, Controlling Shareholder, and Actual Controller This section discloses that Ms. He Guangzhen, spouse of the company's Deputy General Manager, engaged in short-swing trading during the reporting period, has voluntarily surrendered the gains and provided additional compensation, and the company's management has taken measures to strengthen compliance training and supervision - Ms. He Guangzhen, spouse of Mr. Yang Xiaoyi, the company's Deputy General Manager, engaged in short-swing trading between June 7 and July 4, 2023[207] - Ms. He Guangzhen has voluntarily surrendered short-swing trading gains of 16,380.28 yuan and provided additional compensation of 32,760.56 yuan[207] - The Shanghai Stock Exchange and the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission have issued regulatory warnings and warning letters to Mr. Yang Xiaoyi[207] - The company will strengthen training and publicity, requiring shareholders holding 5% or more of shares and all directors, supervisors, and senior management to enhance supervision over the conduct of their relatives to prevent such incidents from recurring[207] IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period This section states that the company, its controlling shareholder, and actual controller maintained good integrity during the reporting period, with no unfulfilled court-ordered obligations, overdue large debts, or being listed as dishonest judgment debtors - During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity[208] - There were no unfulfilled court-ordered obligations, overdue large debts, or instances of being listed as dishonest judgment debtors by the People's Court[208] X. Significant Related Party Transactions This section discloses the company's daily operating related party transactions with associated parties during the reporting period, including procurement transactions with Huayou Zhonglan, and explains the impact of these transactions on the company's independence - The company expects the total annual related party transactions with Huayou Zhonglan for 2024 to be 100.67 million yuan[209] Related Party Transactions for Purchase and Sale of Goods, Provision and Acceptance of Services | Related Party | Related Transaction Content | Amount for Current Period (yuan) | Approved Transaction Limit (if applicable) | Exceeded Transaction Limit (if applicable) | Amount for Prior Period (yuan) | | :------------------------------------------------- | :-------------------------- | :----------------------- | :--------------------------------- | :--------------------------------- | :----------------------- | | Sichuan Huayou Zhonglan Energy Co., Ltd. | Purchase of Goods | 34.38 million yuan | 100,000,000.00 yuan | No | 5.15 million yuan | | Dongguan China Power Jiufeng New Energy Thermal Power Co., Ltd. | Sale of Goods | 10.55 million yuan | | | | | Huizhou Port Bay Public Chemical Storage Co., Ltd. | Provision of Services | 1.60 million yuan | | | | | Guangdong Energy Group Taishan Hehe Natural Gas Co., Ltd. and its subsidiaries | Sale of Goods | 1.69 million yuan | | | 0.09 million yuan | | Zhongshan Yong'an Power Co., Ltd. and its subsidiaries | Sale of Goods | 3.27 million yuan | | | | - Related party transactions conducted by the company were within the estimated limits or did not reach the approval threshold, and accounted for a small proportion of similar transactions, thus not affecting the company's independence[209] XI. Significant Contracts and Their Fulfillment This section discloses the company's significant guarantee situations and the fulfillment of major contracts during the reporting period, including those for fundraising projects and finance leases, indicating the company's progress in vessel construction and finance lease operations Company Guarantees for Subsidiaries | | Company Guarantees for Subsidiaries | | :---------------------------------------------------- | :-------------------------- | | Total Guarantee Amount for Subsidiaries in Current Period | 0.59 million yuan | | Total Guarantee Balance for Subsidiaries at Period End (B) | 0.17 million yuan | | Total Guarantee Amount (A+B) | 0.17 million yuan | | Percentage of Total Guarantee Amount to Company's Net Assets (%) | 19.90 | - The company's fundraising projects "Construction of 1 LNG Vessel" and "Construction of 1 LPG Vessel" have been completed, meeting all indicators, and the contracts have been fulfilled normally[214] - The sale-and-leaseback finance lease for the LNG vessel Pioneer Spirit, owned by the wholly-owned overseas subsidiary Singapore Jiufeng Shipping Development Pte. Ltd., has been redeemed and terminated[215] - The sale-and-leaseback finance lease for the LNG vessel Energy Spirit, owned by the wholly-owned overseas subsidiary Singapore Hydrocarbon Shipping Pte. Ltd., is proceeding normally, with a financing amount of 25.20 million USD and a term of 5 years[215] XII. Explanation of Progress in the Use of Raised Funds This section details the overall use of funds raised from the company's initial public offering and convertible bond issuance, including specifics of investment projects, changes or terminations, and cash management of idle funds Overall Use of Raised Funds | Source of Raised Funds | Total Raised Funds (ten thousand yuan) | Net Raised Funds After Issuance Expenses (1) (ten thousand yuan) | Total Committed Investment of Raised Funds in Prospectus or Offering Memorandum (2) (ten thousand yuan) | Total Raised Funds Invested as of Period End (4) (ten thousand yuan) | Cumulative Investment Progress of Raised Funds as of Period End (%) (6) = (4)/(1) | Amount Invested in Current Year (8) (ten thousand yuan) | | :------------------------ | :--------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :----------------------------------------------- | :-------------------------- | | Initial Public Offering of Shares | 2.87 billion yuan | 2.68 billion yuan | 2.68 billion yuan | 2.42 billion yuan | 90.41 | 0.64 billion yuan | | Issuance of Convertible Bonds | 1.20 billion yuan | 1.20 billion yuan | 1.20 billion yuan | 0.70 billion yuan | 58.33 | 1.25 million yuan | | Total | 4.07 billion yuan | 3.88 billion yuan | 3.88 billion yuan | 3.12 billion yuan | | 0.64 billion yuan | - All investment projects funded by the initial public offering of shares have been completed, and the remaining raised funds have been fully used to permanently supplement working capital[216] - The investment budget for the "Construction of 1 LPG Vessel" project was increased to 581.47 million yuan, and construction was completed in January 2024[99][220] - The "unspecified raised funds" of 233.36 million yuan have been reallocated as a permanent supplement to working capital[220] - The Sichuan Western Mingshan 2×200,000 tons Liquefied Natural Gas Clean Energy Base Project (Phase I) has not yet received raised funds, mainly because the land bidding and auction process has not been completed[219] - The company has fully repaid the 500.00 million yuan of IPO raised funds temporarily used to supplement working capital to the special fund account ahead of schedule[221] - The company used idle raised funds for cash management, with an ending balance of 200.00 million yuan[222] Section VII Share Changes and Shareholder Information I. Changes in Share Capital This section details the changes in the company's total shares and various share types during the reporting period, primarily due to convertible bond conversions, and lists the detailed changes in restricted shares Share Capital Change Table | | Number Before This Change (shares) | Proportion (%) | Increase/Decrease in This Change (+, -) | Number After This Change (shares) | Proportion (%) | | :------------------------- | :--------------------------- | :------------- | :------------------------------ | :--------------------------- | :------------- | | I. Restricted Shares | 366,718,198 | 58.28 | -2,299,777 | 364,418,421 | 57.55 | | II. Unrestricted Tradable Shares | 262,515,627 | 41.72 | 6,294,832 | 268,810,459 | 42.45 | | III. Total Shares | 629,233,825 | 100.00 | 3,995,055 | 633,228,880 | 100.00 | - During the reporting period, due to the conversion of "Jiufeng Ding 01" convertible bonds, the company added 3,995,055 shares[225] Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period | Restricted Shares Released in Current Period | Restricted Shares Increased in Current Period | Restricted Shares at End of Period | Reason for Restriction | | :----------------------------- | :------------------------------------- | :----------------------------------- | :------------------------------------ | :------------------------------- | :----------------------------------- | | New Sources Investment Limited | 3,110,495 | 2,483,535 | 0 | 626,960 | Restricted shares from asset acquisition | | Zhang Dapeng | 24,974 | 13,495 | 0 | 11,479 | Restricted shares from asset acquisition | | Liu Xiaohui | 43,554 | 34,772 | 0 | 8,782 | Restricted shares from asset acquisition | | Gao Daoquan | 276,624 | 0 | 174,037 | 450,661 | Restricted shares from asset acquisition | | Liu Zhiteng | 6,272 | 0 | 57,988 | 64,260 | Restricted shares from asset acquisition | | Total | 3,461,919 | 2,531,802 | 232,025 | 1,162,142 | | II. Shareholder Information This section discloses the total number of shareholders, the top ten shareholders, and the top ten unrestricted tradable share shareholders as of the end of the reporting period, and explains the associated relationships among major shareholders - As of the end of the reporting period, the total number of ordinary shareholders was 21,441 households[229] Top Ten Shareholders' Holdings as of Period End | Shareholder Name | Number of Shares Held at Period End (shares) | Proportion (%) | Number of Restricted Shares Held (shares) | Shareholder Nature | | :------------------------------------------ | :----------------------------------- | :------------- | :---------------------------------- | :--------------------------- | | Guangdong Jiufeng Investment Holding Co., Ltd. | 200,600,568 | 31.68 | 200,600,568 | Domestic Non-State-Owned Legal Person | | Zhang Jianguo | 72,631,238 | 11.47 | 72,631,238 | Domestic Natural Person | | Cai Lihong | 31,127,678 | 4.92 | 31,127,678 | Domestic Natural Person | | Cai Liping | 27,669,043 | 4.37 | 27,669,043 | Domestic Natural Person | | STARR FINANCIAL (BARBADOS) I, INC. | 25,460,761 | 4.02 | 0 | Foreign Legal Person | | Guangzhou Yingfa Investment Center (Limited Partnership) | 21,218,696 | 3.35 | 21,218,696 | Other | | Hong Kong Securities Clearing Company Limited | 7,007,351 | 1.11 | 0 | Foreign Legal Person | | Yang Yingxia | 6,917,259 | 1.09 | 0 | Domestic Natural Person | | Cai Jianbin | 6,917,259 | 1.09 | 6,917,259 | Domestic Natural Person | | Huitianze Investment Co., Ltd. | 6,845,800 | 1.08 | 0 | Domestic Non-State-Owned Legal Person | - Zhang Jianguo and Cai Lihong are spouses; Cai Lihong, Cai Liping, and Cai Jianbin are siblings; Guangdong Jiufeng Investment Holding Co., Ltd. is owned by Zhang Jianguo and Cai Lihong; Guangzhou Yingfa Investment Center (Limited Partnership)'s main partners are Zhang Jianguo and Cai Lihong[230][232] - As of the end of the reporting period, the company's special securities account for share repurchases held a total of 14,275,380 shares, accounting for 2.25% of the company's total share capital[230] III. Information on Directors, Supervisors, and Senior Management This section describes the changes in shareholdings of the company's directors, supervisors, and senior management during the reporting period, noting no specific change data disclosed and no equity incentives - During the reporting period, there were no changes in the shareholdings of current and former directors, supervisors, and senior management[234] - During the reporting period, no equity incentives were granted to directors, supervisors, or senior management[234] IV. Changes in Controlling Shareholder or Actual Controller This section states that there were no changes in the company's controlling shareholder or actual controller during the reporting period - During the reporting period, there were no changes in the company's controlling shareholder or actual controller[235] Section VIII Preferred Share Information Preferred Share Information This section states that the company has no preferred share-related information - The company has no preferred share-related information[236] Section IX Bond Information II. Convertible Corporate Bonds This section details the issuance of the company's convertible corporate bonds, information on holders and guarantors during the reporting period, changes, cumulative conversion to shares, adjustment of conversion prices, and the company's debt and credit status - The company issued two convertible corporate bonds: "Jiufeng Ding 01" and "Jiufeng Ding 02"[238][239] - "Jiufeng Ding 01" was issued with a total amount of 1.08 billion yuan, a coupon rate of 0.01% per annum, a term of 6 years, an initial conversion price of 22.83 yuan/share, and a latest conversion price of 21.84 yuan/share[238] - "Jiufeng Ding 02" was issued with a total amount of 1.20 billion yuan, a coupon rate of 2.5% per annum, a term of 6 years, an initial conversion price of 25.26 yuan/share, and a latest conversion price of 24.27 yuan/share; as of the report disclosure date, conversion to shares had not yet begun[239] Changes in Convertible Bonds During the Reporting Period | Convertible Corporate Bond Name | Amount Before This Change (yuan) | Conversion to Shares (yuan) | Amount After This Change (yuan) | | :----------------------------- | :------------------------------- | :-------------------------- | :------------------------------ | | Jiufeng Ding 01 | 995.08 million yuan | 88.70 million yuan | 906.38 million yuan | | Jiufeng Ding 02 | 1.20 billion yuan | 0 | 1.20 billion yuan | - During the reporting period, "Jiufeng Ding 01" converted 88.70 million yuan into 3,995,055 shares, with cumulative converted shares totaling 7,814,856, accounting for 1.25% of the company's total shares issued before conversion[243] - The company's total assets are 14.76 billion yuan, total liabilities are 5.71 billion yuan, net assets are 9.05 billion yuan, and cash and cash equivalents balance is 5.59 billion yuan, indicating good development potential and expected ability to meet future funding needs for convertible bond redemption, put options, or maturity repayment[246] Section X Financial Report II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2024, comprehensively presenting the company's financial position, operating results, and cash flow - The consolidated balance sheet shows that as of June 30, 2024, the company's total assets were 14.76 billion yuan, total liabilities were 5.71 billion yuan, and owners' equity attributable to the parent company was 8.66 billion yuan[253] - The consolidated income statement shows that for the first half of 2024, the company's total operating revenue was 11.27 billion yuan, net profit was 1.11 billion yuan, and net profit attributable to parent company shareholders was 1.11 billion yuan[259][260] - The consolidated cash flow statement shows that for the first half of 2024, net cash flow from operating activities was 1.22 billion yuan, net cash flow from investment activities was -758.48 million yuan, and net cash flow from financing activities was -380.86 million yuan[266][267] III. Company Basic Information This section outlines the company's establishment background, registered address, office address, and main business activities, clarifying its core businesses in the clean energy, energy services, and specialty gas industries - Jiangxi Jiufeng Energy Co., Ltd. was restructured from Jiangxi Jiufeng Energy Co., Ltd. in February 2018[279] - The company's core business involves the clean energy, energy services, and specialty gas industries, with a business scope including procurement and sales of liquefied petroleum gas, natural gas, and chemical products; vessel transportation, road freight transportation, equipment leasing, warehousing services; and production and sales of hydrogen and helium[279] IV. Basis of Financial Statement Preparation This section states that the company's financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant regulations, disclosed according to "Reporting Rules for Information Disclosure by Companies Issuing Securities No. 15 – General Provisions for Financial Reports (Revised 2023)", and based on the going concern assumption - The Group prepares its financial statements in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and related regulations, and discloses financial information in accordance with "Reporting Rules for Information Disclosure by Companies Issuing Securities No. 15 – General Provisions for Financial Reports (Revised 2023)"[280] - These financial statements are prepared on a going concern basis, and no matters or circumstances have been identified that cast significant doubt on the ability to continue as a going concern[281] V. Significant Accounting Policies and Estimates This section elaborates on the company's significant accounting policies and estimates used in financial statement preparation, covering various items from accounting standards to leasing, and highlighting key judgments and assumptions - The company determines its policies for fixed asset depreciation, intangible asset amortization, and revenue recognition based on its production and operational characteristics[282] - The company involves significant judgments and key assumptions in areas such as financial asset classification, measurement of expected credit losses for accounts receivable, fair value measurement, and goodwill impairment[362][364] - The company implements "Interpretation No. 17 of Accounting Standards for Business Enterprises" issued by the Ministry of Finance and believes that adopting this regulation has no significant impact on the financial statements[365] VI. Taxation This section discloses the company's main tax categories and rates, including VAT, urban maintenance and construction tax, corporate income tax, education surcharge, local education surcharge, and property tax, and details the corporate income tax rates for different taxable entities and the tax incentives enjoyed by the company Main Tax Categories and Rates | Tax Category | Taxable Basis | Tax Rate | | :-------------------------- | 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