中华燃气(08246) - 2024 - 年度业绩

Company Information This section provides an overview of the company's governance structure, including its board composition, committees, registration details, and professional advisers Board Composition The company's board consists of four executive directors (including Chairman, CEO, CFO) and three independent non-executive directors, ensuring a balance of management leadership and independent oversight - Executive Directors include Mr. Hu Yishi (Executive Chairman), Mr. Chen Yongyuan (CEO), Ms. Lin Min, and Ms. Kuang Huimin (CFO)[6] - Independent Non-Executive Directors are Ms. Ma Li, Mr. Liu Guoji, and Mr. Wang Weijie[6] Board Committees The company has an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by independent non-executive director Ms. Ma Li, to strengthen corporate governance and independent oversight - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by Ms. Ma Li, with Mr. Liu Guoji and Mr. Wang Weijie as members[6] - Ms. Lin Min is also an executive director member of the Remuneration Committee and Nomination Committee[6] Registered Office, Principal Place of Business, and Professional Advisers The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, and engages RSM Hong Kong as its auditor to ensure financial reporting compliance - The company's registered office is in the Cayman Islands, and its principal place of business in Hong Kong is at Chinachem Century Plaza, Wan Chai[6] - The auditor is RSM Hong Kong[7] Chairman's Statement The Chairman's Statement highlights that despite severe challenges in the natural gas industry, the company actively seeks development opportunities, achieving initial success in extending the natural gas industrial chain and expanding into the Southeast Asian market, with plans to further develop city gas and long-distance pipelines by 2025, transitioning into a comprehensive energy service provider - The international and domestic natural gas industry faces severe and complex situations, with significant fluctuations in international gas prices and supply chain pressure[8] - The company actively explores new opportunities in the energy sector, focusing on extending the natural gas industrial chain and developing the Southeast Asian energy market[8] - The company signed a Memorandum of Understanding with the Ministry of Industry and Commerce of Laos to cooperate on developing a fuel and natural gas supply network, aiming for business diversification and an expanded revenue base[9] - By 2025, the company plans to further expand into city gas, long-distance pipelines, and other segments of the natural gas industrial chain, and develop comprehensive energy services, transitioning from a single energy sales model to a comprehensive energy service provider[9] Principal Activities The Group's principal activities involve providing diversified integrated energy services, including technical development for heating and coal-to-gas solutions, construction-related and consulting services, LNG supply and sales, and investment property leasing - The Group's core business is integrated energy services, covering heating, coal-to-gas technology development, construction consulting, and LNG supply and sales[11] - Property investment and leasing is also one of the Group's principal activities[11] Financial Highlights For the 15 months ended March 31, 2025, the Group's revenue significantly decreased by 34.9% to RMB 121,516 thousand, with a loss and total comprehensive income for the period of RMB 59,995 thousand, a substantial increase in loss compared to the prior year. Total assets slightly decreased, but net assets and equity attributable to owners of the company increased, mainly due to funds raised from share option exercises. Cash and cash equivalents significantly decreased by 94.3% Financial Highlights for the 15 Months Ended March 31, 2025, and the Year Ended December 31, 2023 | Indicator | 15 Months Ended March 31, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | Increase/(Decrease) | | :--- | :--- | :--- | :--- | | Revenue | 121,516 | 186,652 | (34.9%) | | Gross Profit/(Loss) | 4,779 | (6,793) | (170.4%) | | Loss and Total Comprehensive Income for the Period | (59,995) | (4,025) | 1,390.6% | | Loss and Total Comprehensive Income Attributable to Owners of the Company | (60,794) | (6,656) | 813.4% | | Loss Before Tax | (61,242) | (3,705) | 1,553.0% | | Basic and Diluted Loss Per Share | (RMB 0.016) | (RMB 0.002) | 700.0% | | Dividends | Nil | Nil | N/A | | Balance Sheet (Period End): | | | | | Total Assets | 342,940 | 349,670 | (1.9%) | | Net Assets | 159,694 | 139,242 | 14.7% | | Cash and Cash Equivalents | 11,112 | 196,083 | (94.3%) | | Equity Attributable to Owners of the Company | 125,016 | 104,763 | 19.3% | | Key Financial Ratios: | | | | | Gross Profit/(Loss) Margin | 3.9% | (3.6%) | | | Net Loss Margin | (49.4%) | (2.2%) | | | Average Equity Loss | (52.9%) | (6.2%) | | | Current Ratio (times) | 1.8 | 1.6 | | | Net Debt-to-Equity Ratio | 35.5% | 68.4% | | Management Discussion and Analysis The Management Discussion and Analysis details the period's business performance, financial position, liquidity, financing activities, and future outlook, noting a significant revenue decline due to the suspension of a major LNG station, leading to an expanded loss, while the company raised funds through share option exercises to improve its equity position and actively explores new business opportunities and market expansion to address industry challenges Business Review Total revenue for the period decreased by 34.9%, primarily due to the suspension of operations at a major LNG station in Tianjin. The energy business still accounts for over 99% of total revenue, but faces intense competition and a saturated coal-to-gas market. Property investment continues to provide stable rental income - Total revenue was approximately RMB 121.5 million, a 34.9% decrease from the prior year, mainly due to the suspension of operations at a major LNG station in Tianjin[14] - The energy business accounted for over 99% of total revenue, but LNG supply faces intense competition, and the coal-to-gas market is becoming saturated[15] - Property investment provides stable and long-term rental income for the Group[17] - The Group recorded a loss after tax of approximately RMB 60.0 million for the period, a significant increase from RMB 4.0 million in the prior year[14] Financial Review Revenue for the period decreased by 34.9% to RMB 121.5 million, with a corresponding reduction in cost of sales. The gross profit margin for the energy business turned positive to 3.8%, while property investment maintained 100%. Administrative expenses increased by 101.0% due to a significant rise in share-based payment expenses, and finance costs increased by 450.4%. Loss attributable to owners of the company expanded to RMB 60.8 million, with a loss per share of RMB 0.016 - Revenue was approximately RMB 121.5 million, a 34.9% decrease from the prior year, mainly due to the suspension of operations at the Tianjin LNG station[18] - Cost of sales decreased to approximately RMB 116.7 million, primarily due to lower LNG supply costs[19] Gross Profit/(Loss) Margin | | 15 Months Ended March 31, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Energy Business | 3.8% | (3.7%) | | Property Investment | 100% | 100% | | Group Total | 3.9% | (3.6%) | - Administrative expenses increased by 101.0% to approximately RMB 60.3 million, mainly due to equity-settled share-based payment expenses of approximately RMB 26.9 million[24] - Finance costs increased by 450.4% to approximately RMB 9.9 million, primarily due to increased interest on other loans and overdue supplier payments[25] - Loss and total comprehensive income attributable to owners of the company increased from approximately RMB 6.7 million in the prior year to approximately RMB 60.8 million for the period[28] - Basic and diluted loss per share were both RMB 0.016, a significant increase from RMB 0.002 in the prior year[29] Energy Business Revenue Breakdown (by Region) | Region | 15 Months Ended March 31, 2025 (RMB million) | Year Ended December 31, 2023 (RMB million) | | :--- | :--- | :--- | | Beichen District, Tianjin | 10.5 | 94.1 | | Xiqing District, Tianjin | 50.3 | 77.6 | | Zhangjiagang City, Jiangsu | 17.5 | 14.8 | | High-tech Zone, Tianjin | 43.0 | — | | Total | 121.3 | 186.5 | Liquidity and Financial Resources As of March 31, 2025, the Group's cash and cash equivalents significantly decreased by 94.3% to RMB 11.1 million, primarily due to operating cash outflows. Trade and other receivables decreased by 67.3%, while prepayments, deposits, and other receivables substantially increased by 660.6%. The gearing ratio decreased to 35.5%, mainly due to new share issuance from share option exercises and repayment of other loans - Cash and cash equivalents were approximately RMB 11.1 million, a 94.3% decrease from December 31, 2023, primarily due to operating cash outflows[33] - Trade and other receivables and contract assets decreased by 67.3% to approximately RMB 34.3 million, mainly due to collection of trade receivables[33] - Prepayments, deposits, and other receivables increased by 660.6% to approximately RMB 286.2 million, mainly due to increased prepayments to suppliers[33] - The gearing ratio decreased to 35.5% (December 31, 2023: 68.4%), mainly due to the issuance of new shares from share option exercises and repayment of other loans[35] Funds Raised Through Issuance of Convertible Bonds The company issued three-year convertible bonds in 2020, which were not converted into shares upon maturity in 2023. Following a settlement agreement with bondholders, the company repaid all principal and applicable interest on December 19, 2024 - The company issued three-year convertible bonds on November 16, 2020, with an initial conversion price of HKD 0.27 per share[36] - The convertible bonds matured on November 16, 2023, but were not converted into shares, requiring the company to repay all principal[36] - The company entered into a settlement agreement with bondholders on May 20, 2024, and repaid all principal and applicable interest on December 19, 2024[37][38] Use of Proceeds The net proceeds from the convertible bond issuance, approximately HKD 97.5 million (approximately RMB 82.7 million), were originally planned for 50% general working capital and 50% business enhancement. Due to the pandemic, fund utilization was delayed but fully utilized by March 31, 2025 - Net proceeds from the convertible bond issuance were approximately HKD 97.5 million (approximately RMB 82.7 million)[39] - The net proceeds were originally intended for 50% general working capital and 50% enhancement of existing businesses[39] - Due to the economic slowdown and travel restrictions caused by COVID-19, fund utilization was delayed and not fully utilized before 2023[40] - As of March 31, 2025, the net proceeds have been fully utilized, with approximately RMB 41.4 million for general working capital and approximately RMB 41.3 million for enhancing existing businesses[39][42] Capital Structure During the period, 366,688,000 shares were issued due to the exercise of share options, increasing the total number of issued shares to 4,033,624,000 with a par value of HKD 0.00125 per share - A total of 366,688,000 shares were issued during the period due to the exercise of share options[43] - As of March 31, 2025, the company had a total of 4,033,624,000 shares in issue, with a par value of HKD 0.00125 per share[43] Dividends The Board does not recommend the payment of any dividends for the period, consistent with the prior year - The Board does not recommend the payment of any dividends for the period (prior year: Nil)[44] Foreign Exchange Risk The Group primarily operates in China, with revenue and expenses denominated in RMB, and some in HKD. Fluctuations in the HKD to RMB exchange rate may have financial implications, and the company manages this risk through regular review and monitoring, but no hedging instruments were used during the period - The Group's subsidiaries primarily operate in China, with revenue and expenses mainly denominated in RMB, and some in HKD[45] - Significant fluctuations in the HKD to RMB exchange rate may have financial implications for the Group[45] - The Group manages foreign exchange risk through regular review and monitoring, but no financial instruments were used for hedging purposes during the period[45] Contingent Liabilities Details of the Group's contingent liabilities are provided in Note 35 to the consolidated financial statements, involving two supplier claims where the court has ruled that the Group must repay the relevant amounts and interest - Details of the Group's contingent liabilities are set out in Note 35 to the consolidated financial statements[46] Material Investments, Acquisitions or Disposals, and Plans for Capital Assets During the period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries and associates. As of the date of this annual report, there are no plans for material investments or capital assets - There were no material investments, nor material acquisitions or disposals of subsidiaries and associates during the period[47] - As of the date of this annual report, there are no plans for material investments or capital assets[48] Pledge of Assets As of March 31, 2025, the Group had not pledged or mortgaged any of its assets - As of March 31, 2025, the Group had not pledged or mortgaged any of its assets (prior year: Nil)[49] Employment and Remuneration of Employees As of March 31, 2025, the Group had a total of 44 full-time employees in China and Hong Kong. The company values human resources, offering competitive remuneration, discretionary bonuses, and other benefits, and actively recruits qualified talent - As of March 31, 2025, the Group had approximately 28 and 16 full-time employees in China and Hong Kong, respectively, totaling 44 employees[50] - The Group provides competitive remuneration, discretionary bonuses, mandatory provident fund, and insurance schemes as employee benefits[50] Prospects China's natural gas market is undergoing transformation, with LNG imports expected to continue growing and price volatility increasing. City pipeline natural gas transmission and distribution capacity will improve, and market-based transactions will rise. The company needs to deepen cooperation with strategic partners, enhance technological innovation, and actively explore LNG trading, city gas M&A, natural gas pipeline transportation, and integrated energy supply, while expanding into Southeast Asian markets along the "Belt and Road" initiative - China's natural gas market is characterized by a tight supply-demand balance and accelerated structural adjustments[54] - LNG import scale will continue to expand, with an estimated annual growth of 5%-7% from 2024-2026, but price volatility will intensify[51] - City pipeline natural gas transmission and distribution capacity will significantly improve, with market-based transactions expected to exceed 50% by 2025[52] - The company will actively explore LNG trading, city gas M&A, natural gas pipeline transportation, and integrated energy supply, and closely follow the "Belt and Road" initiative to achieve breakthroughs in the Southeast Asian energy market[54] Biographical Details of Directors and Senior Management This chapter details the biographies of the company's executive directors, independent non-executive directors, and company secretary, including their age, positions, time with the Group, main responsibilities, educational backgrounds, and past experiences, highlighting the management team's professionalism and diverse backgrounds - Mr. Hu Yishi (49 years old) is the Executive Chairman and Executive Director, responsible for overall corporate development and strategic planning[55] - Mr. Chen Yongyuan (67 years old) is the Chief Executive Officer and Executive Director, responsible for formulating and executing business policies, and previously served as Head of China Listing Affairs Department at the Stock Exchange of Hong Kong[55][56] - Ms. Lin Min (49 years old) is an Executive Director and spouse of Mr. Hu Yishi[58] - Ms. Kuang Huimin (55 years old) is the Chief Financial Officer and Executive Director, responsible for overall financial and administrative functions, and corporate governance implementation[60] - Independent Non-Executive Director Ms. Ma Li (61 years old) has many years of financial management and professional accounting experience; Mr. Liu Guoji (65 years old) is a practicing solicitor; and Mr. Wang Weijie (48 years old) is a qualified lawyer in China, specializing in financing and M&A legal services[61][62] - Mr. Wang Lemin was appointed Company Secretary on June 24, 2021, and has over 15 years of accounting and auditing experience[63] Corporate Governance Report The Corporate Governance Report outlines the company's commitment to maintaining high standards of corporate governance, including compliance with GEM Listing Rules, board composition and operation, committee functions, risk management and internal control, shareholder rights, and communication. The report emphasizes board independence, professional training, and attention to Environmental, Social, and Governance (ESG) matters Compliance with Corporate Governance Code and Model Code for Securities Transactions The company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and the Model Code for Securities Transactions by Directors set out in Rules 5.48 to 5.67 of the GEM Listing Rules, ensuring high standards of corporate governance and director conduct - The company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[65][66] - The Group has adopted the Model Code for Securities Transactions by Directors set out in Rules 5.48 to 5.67 of the GEM Listing Rules to regulate directors' dealings in the company's securities[67] The Board The Board comprises four executive directors and three independent non-executive directors, responsible for the company's management and oversight. The roles of Chairman and Chief Executive Officer are separated to ensure checks and balances. During the period, 8 Board meetings were held, with all directors maintaining high attendance and receiving continuous professional development training. Independent non-executive director Ms. Ma Li has served for over nine years and is still considered independent after evaluation - The Board comprises four executive directors and three independent non-executive directors, responsible for the management and oversight of the company's business[68] - Executive Chairman Mr. Hu Yishi is responsible for Board leadership and strategic planning, while Chief Executive Officer Mr. Chen Yongyuan is responsible for business execution, with their roles clearly separated[71] - The Board held 8 meetings during the period, with all directors maintaining 100% attendance[72][73] - All directors participate in continuous professional development to develop and update their knowledge[78] - Independent non-executive director Ms. Ma Li has served for over nine years and, after evaluation by the Nomination Committee and the Board, is still considered to possess the required character, integrity, experience, and knowledge, maintaining her independence[80][81] Board Committees The Audit Committee, Remuneration Committee, and Nomination Committee all operate effectively; the Audit Committee reviews financial results, monitors internal control and risk management; the Remuneration Committee reviews director remuneration policies and evaluates performance; and the Nomination Committee is responsible for director nomination policies, selection procedures, and the implementation of the board diversity policy. The board diversity policy aims to achieve diversity objectives by considering factors such as gender, age, and experience - The Audit Committee comprises three independent non-executive directors, responsible for ensuring adequate and effective accounting and financial controls, and monitoring internal audit function and risk management[85][88] - The Remuneration Committee comprises one executive director and three independent non-executive directors, responsible for advising on the remuneration policy and structure for executive directors and senior management[89] - The Nomination Committee comprises one executive director and three independent non-executive directors, primarily responsible for making recommendations on the appointment of directors and succession planning for directors[92] - The Board has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, ethnicity, and professional experience, and has set measurable objectives[97] - As of the date of this report, the Board includes three female directors and four male directors, and the company is satisfied with the gender diversity situation[97] Company Secretary and Responsibility for Financial Statements Company Secretary Mr. Wang Lemin is responsible for ensuring compliance and effective operation of Board procedures. The Board is responsible for preparing balanced and clear financial statements and ensuring compliance with applicable standards and regulations. The company has complied with GEM Listing Reforms by only publishing interim and annual reports - Company Secretary Mr. Wang Lemin is responsible for ensuring compliance with Board procedures, applicable laws, rules, and regulations, and facilitating directors' professional development[100] - The Board is responsible for presenting balanced, clear, and understandable interim and annual reports, and ensuring that the consolidated financial statements are prepared in compliance with applicable standards and regulations[101] - Effective January 1, 2024, the company complies with GEM Listing Reforms, abolishing mandatory quarterly reporting requirements and only publishing interim and annual reports[103] Auditor and Remuneration The Group's auditor is RSM Hong Kong, with audit service fees of RMB 876 thousand and non-audit service fees of RMB 367 thousand for the period - The Group's external auditor is RSM Hong Kong[105] Auditor's Remuneration | Service Nature | Amount (RMB '000) | | :--- | :--- | | Audit Services | 876 | | Non-Audit Services | 367 | | Total | 1,243 | Risk Management and Internal Control The Board is responsible for maintaining effective risk management and internal control systems and has established an Enterprise Risk Management framework covering risk identification, assessment, response, and monitoring. Management is responsible for daily risk monitoring, and the internal audit team conducts independent reviews. The company continuously monitors and manages key risks such as market competition, changes in government policies, health and safety, environmental protection, supply chain, human resources, exchange rates, credit risk, and climate change - The Board is responsible for maintaining effective risk management and internal control systems and has established an Enterprise Risk Management (ERM) framework[106][107] - The ERM framework includes a risk management structure (Board, Audit Committee, Management, Internal Audit Function) and risk management processes (identification, assessment, mitigation, monitoring, and reporting)[106][111][112] - The Group adopts a zero-tolerance approach to unethical behavior such as bribery, extortion, fraud, and money laundering, with a whistleblowing mechanism and anti-corruption policy in place[120] - Key risks include market competition (intense competition in LNG sales, declining gross profit margins), changes in government policies (low-carbon transition, energy security policies), health and safety (safe production in the LNG sector), environmental protection (compliance and taxation), supply chain (increased demand in winter, reliance on suppliers), human resources (talent recruitment and retention), exchange rates (HKD and RMB fluctuations), credit risk (customer financial difficulties), and climate change (impact of extreme weather on infrastructure)[121][122][123][124][125] Shareholders' Rights and Communication Shareholders holding not less than one-tenth of the paid-up capital can request the Board to convene an extraordinary general meeting and nominate director candidates. The company is committed to effective shareholder communication, providing information through regular reports, general meetings, and its website, and has expanded its paperless listing mechanism to encourage shareholders to receive company communications electronically - Shareholders holding not less than one-tenth of the paid-up capital can request the Board to convene an extraordinary general meeting[127] - Shareholders can nominate candidates for directorships by submitting written notice and information on the proposed director[129][130] - The company has adopted a shareholder communication policy, ensuring shareholders have timely, equal, and ready access to company information[132] - The company has expanded its paperless listing mechanism, encouraging shareholders to view company communications via the Stock Exchange website and the company's website[134] Directors' Report The Directors' Report summarizes key information for the Group for the 15 months ended March 31, 2025, including business, financial performance, environmental policy, corporate governance, and shareholder interests. The report highlights the change in financial year-end, commitment to sustainable development, relationships with major customers and suppliers, and disclosure of directors' and substantial shareholders' interests. Additionally, it details changes in the share option scheme and significant post-balance sheet events Principal Activities and Results The company is an investment holding company primarily engaged in energy business and property investment. The Group recorded a loss for the period, with detailed results presented in the consolidated financial statements - The company is an investment holding company, primarily engaged in energy business and property investment[138][144] - The Group recorded a loss for the period, with detailed results presented in the consolidated financial statements on pages 58 to 128[138] Change of Financial Year End Date The Board resolved on December 19, 2024, to change the financial year-end from December 31 to March 31 to align with the energy business cycle. Consequently, this report covers the 15-month period from January 1, 2024, to March 31, 2025 - The Board resolved on December 19, 2024, to change the financial year-end from December 31 to March 31 to align with the energy business cycle[139] - The Group's audited financial statements cover the 15-month period from January 1, 2024, to March 31, 2025[139] Environmental Policy and Performance and ESG Report The Group adheres to sustainable development principles, actively promoting "coal-to-gas" and natural gas use to reduce pollutant and greenhouse gas emissions. The company has formulated "Environmental, Social and Governance Regulations" and published its Environmental, Social and Governance Report on the HKEX website - The Group adheres to sustainable development principles, actively promoting "coal-to-gas" and natural gas use to reduce air pollutant and greenhouse gas emissions[143] - The Group has formulated "Environmental, Social and Governance Regulations," covering emissions management and resource use policies[143] - During the period, there were no incidents of non-compliance with relevant environmental laws or regulations that had a significant impact on environmental issues[143] - The Environmental, Social and Governance Report for the period has been published on the HKEX website and the company's website[146] Compliance with Relevant Laws and Regulations and Key Relationships The Group has complied with relevant laws and regulations materially affecting its operations during the period and up to the date of this annual report. The company values its relationships with employees, customers, and suppliers, striving to create a caring environment for employees and maintaining good cooperation with customers and suppliers - The Group has complied with relevant laws and regulations materially affecting its operations during the period and up to the date of this annual report[147] - The Group considers employees key to business success and maintains good relationships with customers and suppliers[148] Dividends and Policy The Board has formulated a long-term dividend policy aiming for continuous dividend distribution when the company's operating conditions are favorable and profitable, but no dividends are recommended for the current period - The Board has formulated a long-term dividend policy aiming for continuous dividend distribution when the company's operating conditions are favorable and profitable, but without a pre-determined payout ratio[149] - The Board does not recommend the payment of any dividends for the period (prior year: Nil)[150] Major Customers and Suppliers During the period, the Group's top five customers accounted for 91.3% of turnover, with the largest customer accounting for 35.4%. The top five suppliers accounted for 100% of total purchases, with the largest supplier accounting for 88.4%. No directors, their associates, or substantial shareholders held interests in the top five suppliers or customers - During the period, the Group's top five customers accounted for 91.3% of the Group's turnover (prior year: 99.9%), with the largest customer accounting for approximately 35.4% of total turnover (prior year: 50.4%)[152] - The Group's top five suppliers accounted for 100% of total purchases for the period (prior year: 100%), with the largest supplier accounting for 88.4% of the Group's total purchases (prior year: 81.6%)[153] - To the best knowledge of the directors, none of the directors, their associates, or substantial shareholders held any interest in the share capital of the Group's top five suppliers or customers[153] Share Capital and Reserves Details of the company's share capital are provided in Note 26 to the consolidated financial statements. As of March 31, 2025, the company's distributable reserves were approximately RMB 125.0 million, an increase from December 31, 2023 - Details of the company's share capital are set out in Note 26 to the consolidated financial statements[155] - As of March 31, 2025, the company's distributable reserves to equity shareholders were approximately RMB 125.0 million (December 31, 2023: approximately RMB 104.8 million)[157] Bank Borrowings and Interest Capitalization As of March 31, 2025, the Group had no bank borrowings (December 31, 2023: approximately RMB 8.0 million). No interest was capitalized during the period - As of March 31, 2025, the Group had no bank borrowings (December 31, 2023: approximately RMB 8.0 million)[160] - No interest was capitalized by the Group during the period (prior year: Nil)[161] Directors and Senior Management The Board members remained stable during the period and up to the date of this annual report. Some directors will retire by rotation at the upcoming annual general meeting and are eligible for re-election. The company has received independence confirmations from all independent non-executive directors, and director remuneration is determined based on duties, responsibilities, and performance - Executive Directors Mr. Hu Yishi and Ms. Kuang Huimin, and Directors Ms. Ma Li and Mr. Liu Guoji will retire by rotation at the upcoming annual general meeting and are eligible and willing to offer themselves for re-election[164] - The company has received annual independence confirmations from all three existing independent non-executive directors in accordance with the GEM Listing Rules[168] - Directors' remuneration is determined and approved by the Remuneration Committee with reference to the directors' duties, responsibilities, and performance, as well as the Group's performance[169] Share Option Scheme The company has an Old Share Option Scheme (expired in 2021, but granted options remain valid) and a New Share Option Scheme (effective September 2023), designed to incentivize and reward eligible participants. During the period, all 209,480,000 share options under the Old Scheme expired, while all 366,688,000 share options granted under the New Scheme were exercised - The Old Share Option Scheme expired on December 12, 2021, but share options granted thereunder remain valid[172] - On June 9, 2024, all 209,480,000 outstanding share options under the Old Share Option Scheme expired[173] - The New Share Option Scheme became effective on September 14, 2023, with a validity period of 10 years[174][175] - On December 11, 2023, 366,688,000 share options were granted under the New Share Option Scheme, and all options were exercised during the period[176] Details of Share Option Movements (As of March 31, 2025) | | Outstanding as of January 1, 2024 ('000) | Exercised during the period ('000) | Lapsed during the period ('000) | Outstanding as of March 31, 2025 ('000) | | :--- | :--- | :--- | :--- | :--- | | Directors' Share Options | 107,488 | (14,656) | (92,832) | — | | Employees' Share Options | 438,800 | (352,032) | (86,768) | — | | Consultants' Share Options | 29,880 | — | (29,880) | — | | Total for All Categories | 576,168 | (366,688) | (209,480) | — | Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures As of March 31, 2025, Mr. Hu Yishi and Ms. Lin Min held 25.98% interests in the company's issued share capital, Mr. Chen Yongyuan and Ms. Kuang Huimin each held 0.65%, and Ms. Ma Li held 0.06%. Subsequently, the company entered into a loan capitalization agreement with Mr. Hu Yishi to convert part of the shareholder loan into equity Directors' Long Positions in the Company's Ordinary Shares (As of March 31, 2025) | Director's Name | Nature of Interest | Number of Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Hu Yishi | Interest in controlled corporation, beneficial owner, and spouse's interest | 1,047,968,000 | 25.98% | | Ms. Lin Min | Interest in controlled corporation, beneficial owner, and spouse's interest | 1,047,968,000 | 25.98% | | Mr. Chen Yongyuan | Beneficial owner | 26,064,000 | 0.65% | | Ms. Kuang Huimin | Beneficial owner | 26,064,000 | 0.65% | | Ms. Ma Li | Beneficial owner | 2,240,000 | 0.06% | - On April 16, 2025, the company entered into a loan capitalization agreement with Mr. Hu Yishi to convert part of the shareholder loan owed to him into equity, involving the issuance of 230,000,000 capitalization shares[182] - The loan capitalization constitutes a connected transaction under the GEM Listing Rules and is subject to approval at the Extraordinary General Meeting on July 2, 2025[182] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares, and Debentures As of March 31, 2025, Depot Up Limited and Mr. Song Zhicheng held 15.87% of the company's shares, Tongjie Global Limited and Soaring Global Investment Limited each held 11.11%, and Yude Limited and Mr. Chen Daning each held 5.43%. The Group and the company did not issue any debt securities during the period Substantial Shareholders' Long Positions in the Company's Ordinary Shares and Underlying Shares (As of March 31, 2025) | Name/Company Name | Capacity and Nature of Interest | Number of Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Depot Up Limited | Beneficial owner | 640,000,000 | 15.87% | | Mr. Song Zhicheng | Interest in controlled corporation | 640,000,000 | 15.87% | | Tongjie Global Limited | Beneficial owner | 448,000,000 | 11.11% | | Soaring Global Investment Limited | Beneficial owner | 448,000,000 | 11.11% | | Yude Limited | Beneficial owner | 219,112,000 | 5.43% | | Mr. Chen Daning | Interest in controlled corporation | 219,112,000 | 5.43% | - During the period, the Group and the company did not issue any debt securities at any time[190] Significant Events Since the End of the Financial Period After the financial period-end, the company entered into a loan capitalization agreement with Mr. Hu Yishi, Executive Director and Chairman of the Board, to convert part of the shareholder loan into equity. Additionally, the company entered into a subscription agreement with a subscriber to issue 200,000,000 shares at HKD 0.12 per share, raising approximately HKD 23.9 million for general working capital - On April 16, 2025, the company entered into a loan capitalization agreement with Mr. Hu Yishi to convert part of the shareholder loan into equity, involving the issuance of 230,000,000 capitalization shares[197] - On June 11, 2025, the company entered into a subscription agreement with a subscriber to issue 200,000,000 shares at HKD 0.12 per share, generating net proceeds of approximately HKD 23.9 million to be used for general working capital[197] Independent Auditor's Report Independent auditor RSM Hong Kong issued a true and fair opinion on the Group's consolidated financial statements for the 15 months ended March 31, 2025. The report highlights a material uncertainty related to the going concern basis and identifies impairment of trade receivables and contract assets as a key audit matter Opinion and Basis for Opinion The auditor believes the consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows in accordance with International Financial Reporting Standards and are properly prepared in compliance with the disclosure requirements of the Companies Ordinance. The audit was conducted in accordance with Hong Kong Standards on Auditing and complied with the Code of Ethics for Professional Accountants - The auditor believes the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and consolidated cash flows for the 15 months ended March 31, 2025, in accordance with International Financial Reporting Standards[204] - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants and complied with the Code of Ethics for Professional Accountants[205] Material Uncertainty Related to Going Concern The auditor noted that the Group incurred a loss of RMB 60,794 thousand and net operating cash outflows of RMB 190,841 thousand for the period, and that total current borrowings exceeded cash and cash equivalents, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. The auditor's opinion was not modified in respect of this matter - The Group incurred a loss attributable to owners of the company of RMB 60,794 thousand and had net operating cash outflows of RMB 190,841 thousand for the 15 months ended March 31, 2025[206] - As of the same date, the Group's total current borrowings were RMB 53,601 thousand, while its cash and cash equivalents were RMB 11,112 thousand[206] - This condition indicates the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[206] - The auditor's opinion was not modified in respect of this matter[206] Key Audit Matter: Impairment of Trade Receivables and Contract Assets The impairment of trade receivables and contract assets was identified as a key audit matter because determining expected credit losses requires significant management estimates and judgments. The auditor's procedures included evaluating internal controls, assessing the effectiveness of management's estimation process, engaging external valuation experts to review models, and testing relevant data to ensure the accuracy of impairment provisions - Impairment of trade receivables and contract assets was identified as a key audit matter because determining expected credit losses requires significant management estimates and judgments[208] - Audit procedures included evaluating internal controls, assessing the effectiveness of management's estimation process, engaging external valuation experts to review calculation models, and testing relevant data[209][212] Responsibilities of Directors and Audit Committee and Auditor Directors are responsible for preparing true and fair consolidated financial statements and implementing necessary internal controls, while also assessing going concern ability. The Audit Committee assists directors in overseeing the financial reporting process. The auditor's objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement and to communicate audit findings and independence matters to the Audit Committee - Directors are responsible for preparing true and fair consolidated financial statements in accordance with International Financial Reporting Standards and the Companies Ordinance, and for implementing necessary internal controls[213] - The Audit Committee assists directors in fulfilling their responsibility to oversee the Group's financial reporting process[214] - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[215] - The auditor communicates the planned scope, timing, and significant audit findings to the Audit Committee and submits an independence declaration[218] Consolidated Statement of Profit or Loss and Other Comprehensive Income For the 15 months ended March 31, 2025, the Group's revenue was RMB 121,516 thousand, and gross profit was RMB 4,779 thousand. The period recorded an operating loss of RMB 51,329 thousand, a loss before tax of RMB 61,242 thousand, and a final loss and total comprehensive income for the period of RMB 59,995 thousand, with loss attributable to owners of the company being RMB 60,794 thousand Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 15 Months Ended March 31, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Revenue | 121,516 | 186,652 | | Cost of Sales | (116,737) | (193,445) | | Gross Profit/(Loss) | 4,779 | (6,793) | | Operating Loss | (51,329) | (1,904) | | Finance Costs | (9,913) | (1,801) | | Loss Before Tax | (61,242) | (3,705) | | Income Tax Credit/(Expense) | 1,247 | (320) | | Loss and Total Comprehensive Income for the Period/Year | (59,995) | (4,025) | | Loss Attributable to Owners of the Company | (60,794) | (6,656) | | Non-controlling Interests | 799 | 2,631 | | Basic and Diluted Loss Per Share | RMB (0.016) | RMB (0.002) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were RMB 342,940 thousand, slightly lower than the prior year. Total current assets were RMB 331,578 thousand, with a significant increase in prepayments, deposits, and other receivables. Total liabilities were RMB 183,246 thousand, a decrease from the prior year. Equity attributable to owners of the company increased to RMB 125,016 thousand Key Data from Consolidated Statement of Financial Position | Indicator | As of March 31, 2025 (RMB '000) | As of December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Assets: | | | | Non-current Assets | 11,362 | 11,064 | | Total Current Assets | 331,578 | 338,606 | | Total Assets | 342,940 | 349,670 | | Equity: | | | | Equity Attributable to Owners of the Company | 125,016 | 104,763 | | Non-controlling Interests | 34,678 | 34,479 | | Total Equity | 159,694 | 139,242 | | Liabilities: | | | | Non-current Liabilities | 1,316 | 444 | | Total Current Liabilities | 181,930 | 209,984 | | Total Liabilities | 183,246 | 210,428 | | Total Equity and Liabilities | 342,940 | 349,670 | Consolidated Statement of Changes in Equity For the 15 months ended March 31, 2025, total equity attributable to owners of the company was RMB 125,016 thousand, an increase from the beginning of the period. Key changes include a total comprehensive loss of RMB 60,794 thousand for the period, equity-settled share-based payment transactions of RMB 26,862 thousand, and funds raised from share issuance under the share option scheme of RMB 54,185 thousand Key Data from Consolidated Statement of Changes in Equity | Indicator | As of March 31, 2025 (RMB '000) | As of December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company at Beginning of Period/Year | 104,763 | 109,789 | | Total Comprehensive Income for the Period/Year | (60,794) | (6,656) | | Equity-settled Share-based Payment Transactions | 26,862 | 1,630 | | Issuance of Shares Under Share Option Scheme | 54,185 | — | | Transfer Due to Lapsed Share Options | — | — | | Equity Attributable to Owners of the Company at End of Period/Year | 125,016 | 104,763 | Consolidated Statement of Cash Flows For the 15 months ended March 31, 2025, the Group's net cash outflow from operating activities was RMB 190,841 thousand, net cash inflow from investing activities was RMB 581 thousand, and net cash inflow from financing activities was RMB 5,138 thousand. Cash and cash equivalents significantly decreased to RMB 11,112 thousand at the end of the period Key Data from Consolidated Statement of Cash Flows | Indicator | 15 Months Ended March 31, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (190,841) | 163,232 | | Net Cash Generated from Investing Activities | 581 | 342 | | Net Cash Generated from/(Used in) Financing Activities | 5,138 | (6,500) | | Effect of Exchange Rate Changes | 151 | 257 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (184,971) | 157,331 | | Cash and Cash Equivalents at Beginning of Period/Year | 196,083 | 38,752 | | Cash and Cash Equivalents at End of Period/Year | 11,112 | 196,083 | Notes to the Consolidated Financial Statements The Notes to the Consolidated Financial Statements provide detailed explanations and disclosures for each item in the financial statements, including general company information, going concern assessment, changes in accounting policies, key judgments and estimates, financial risk management, revenue recognition, expense breakdowns, changes in share capital and reserves, borrowing status, share option scheme details, contingent liabilities, and subsequent events, offering comprehensive background information for understanding the Group's financial position and operating results General Information China Gas Holdings Limited is registered in the Cayman Islands and listed on GEM of the Stock Exchange. The Group primarily engages in diversified integrated energy services (including LNG supply and sales) and investment property leasing in Shanghai, China. The consolidated financial statements are presented in RMB - China Gas Holdings Limited is registered in the Cayman Islands, with its shares listed on GEM of The Stock Exchange of Hong Kong[228] - The Group primarily engages in diversified integrated energy services (including technical development for heating and coal-to-gas solutions, construction-related and consulting services, LNG supply and sales) and investment property leasing in Shanghai, China[229][231] - The consolidated financial statements are presented in RMB, which is also the company's functional currency[229] Going Concern Basis The Group incurred a loss and net operating cash outflows for the period, with current borrowings exceeding cash, indicating a material uncertainty regarding its ability to continue as a going concern. Nevertheless, the Board has adopted several plans and measures, including cost control, timely collection of receivables, shareholder commitments not to demand repayment and to provide additional financial support, as well as post-period loan capitalization and new share issuance to raise funds, ensuring the Group has sufficient financial resources for the next twelve months, thus the consolidated financial statements are prepared on a going concern basis - The Group incurred a loss attributable to owners of the company of RMB 60,794 thousand and had net operating cash outflows of RMB 190,841 thousand for the 15 months ended March 31, 2025[230] - As of the same date, the Group's total current borrowings were RMB 53,601 thousand, while its cash and cash equivalents were RMB 11,112 thousand, indicating a material uncertainty regarding its ability to continue as a going concern[230] - The Board has adopted several plans and measures, including implementing operational plans to control costs, expecting operating cash inflows from LNG prepayments, and shareholder commitments not to demand repayment and to provide additional financial support[232] - Subsequent to the period-end, the company entered into a loan capitalization agreement with a shareholder to convert part of the shareholder loan into equity, and entered into a subscription agreement with a subscriber to issue new shares to raise funds[230][233] - After considering the above plans and measures, the directors believe the Group will have sufficient financial resources to meet its financial obligations for the next twelve months, and thus the consolidated financial statements are prepared on a going concern basis[233] Basis of Preparation and Changes in Accounting Policies The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and comply with the GEM Listing Rules of the Stock Exchange and the Companies Ordinance. The company has changed its financial year-end to March 31, resulting in a 15-month reporting period with 12-month comparative figures. The Group has initially applied certain new and revised International Financial Reporting Standards, but no significant impact on the financial statements is expected, except for IFRS 18 - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and comply with the GEM Listing Rules of The Stock Exchange of Hong Kong and the Companies Ordinance[234] - The company has changed its financial year-end from December 31 to March 31 to align with the energy business cycle[234] - The financial statements for the current reporting year cover the 15-month period from January 1, 2024, to March 31, 2025[234] - The Group has initially applied certain new and revised International Financial Reporting Standards, but no significant impact on the financial statements is expected, except for IFRS 18[235][239] Critical Judgments and Key Estimates Directors made significant judgments and estimates in preparing the consolidated financial statements, including the application of the going concern basis, the determination of investment property fair value (assessed by independent qualified professional valuers), and the estimation of impairment for trade receivables and contract assets (based on the expected credit loss model). These judgments and estimates have a significant impact on the recognized amounts - Directors have made judgments that have the most significant effect on the amounts recognized in the consolidated financial statements in the process of applying accounting policies, including the application of the going concern basis[310][311] - The fair value of investment properties is assessed by independent qualified professional valuers, who use valuation methods involving certain estimates to determine fair value[314] - The impairment amount for trade receivables and contract assets is calculated based on the expected credit loss model, requiring significant management estimates and judgments[316] Financial Risk Management The Group is exposed to foreign currency risk, credit risk, and liquidity risk. Foreign currency risk primarily arises from HKD-denominated shareholder loans and cash, managed through monitoring. Credit risk is concentrated in trade receivables and contract assets in China, with the Group using a provision matrix to assess expected credit losses. Liquidity risk is managed through regular monitoring of liquidity needs and measures taken by the Board - The Group's operations are exposed to foreign currency risk, credit risk, and liquidity risk[318] - Foreign currency risk primarily relates to HKD-denominated shareholder loans and cash and cash equivalents, with no formal hedging policy adopted during the period[318] - Credit risk primarily arises from trade and other receivables and contract assets, with customer credit risk managed by individual business units and assessed through individual credit evaluations[320][321] - The Group measures impairment provisions for trade receivables at an amount equal to the lifetime expected credit losses (calculated using a provision matrix)[323] - Credit risk is entirely concentrated in China, and a high proportion of amounts are due from the Group's largest debtor and top five debtors[328] - Liquidity risk is managed through regular monitoring of current and expected liquidity needs, and several measures have been taken to improve cash flow and alleviate liquidity pressure[329] Revenue For the period, the Group's total revenue was RMB 121,516 thousand, with the energy business (LNG sales and management fee income) contributing RMB 121,322 thousand and investment property rental income contributing RMB 194 thousand. Most revenue (RMB 120,104 thousand) was recognized at a point in time, with the remainder (RMB 1,412 thousand) recognized over time Revenue Breakdown | Source | 15 Months Ended March 31, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Energy Business - Sales of LNG | 120,104 | 185,515 | | Energy Business - Management Fee Income | 1,218 | 966 | | Rental Income from Investment Properties | 194 | 171 | | Total Revenue | 121,516 | **18