元亨燃气(00332) - 2025 - 年度财报

Chairman Statement Chairman Statement The company faced a challenging fiscal year 2025 with sharply declining revenue due to increased LNG supply and is currently undergoing business and debt restructuring | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Operating Turnover | Approx. RMB 808 million | Approx. RMB 4.97 billion | -83.7% | | Loss after tax | Approx. RMB 1.993 billion | Approx. RMB 522 million | Loss widened by 281.8% | - The performance decline was primarily caused by increased imported LNG supply, which intensified market competition and led to a significant drop in LNG selling prices[4] - The company is currently undergoing business and debt restructuring to address market challenges and internal reorganization risks[6] - Looking ahead, the company will continue to expand its natural gas business, believing China's "dual carbon" policy will create growth opportunities[7][9] Management Discussion and Analysis BUSINESS REVIEW The Group's performance declined severely due to substantial impairment losses on prepayments to a supplier and trade receivables from customers - The poor performance this fiscal year was mainly attributable to two significant impairment provisions: - An impairment of approximately RMB 1.34 billion on prepayments to a supplier[16] - An impairment of approximately RMB 446 million on trade receivables from two customers[16] | Business Segment | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | LNG Production and Sales | | | | | Production Volume | 484 million m³ | 442 million m³ | +9.5% | | Revenue | RMB 525 million | RMB 983 million | -46.6% | | Gross Profit Margin | 7.8% | 5.4% | +2.4pp | | Oil and Gas Trading | | | | | Revenue | RMB 231 million | RMB 3.943 billion | -94.1% | | Gross Profit Margin | 0.4% | 0.6% | -0.2pp | - The piped gas business (Huaheng Energy) was classified as a discontinued operation and deconsolidated, resulting in a loss of approximately RMB 35 million, due to the non-renewal of its gas operating license and a dispute with its partner Guizhou Gas[23][35][36] - Despite intense market competition and ongoing restructuring, management believes China's low-carbon goals will support the long-term stable growth of the natural gas market[38][39] FINANCIAL REVIEW The Group's financial position deteriorated sharply, marked by a significant revenue drop, soaring impairment losses, and severe liquidity pressure with substantial loan defaults | Financial Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Turnover | RMB 808 million | RMB 4.97 billion | -83.7% | | Gross Profit | RMB 44 million | RMB 82 million | -46.3% | | Gross Profit Margin | 5.5% | 1.6% | +3.9pp | | Impairment losses under ECL model | RMB 1.866 billion | RMB 508 million | +267.3% | | Liquidity Metric | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | RMB 10 million | RMB 11 million | | Net Current (Liabilities)/Assets | (RMB 1.634 billion) | RMB 293 million | | Current Ratio | 0.41 | 1.15 | | Gearing Ratio | -1.20 | 1.54 | - As of 31 March 2025, the Group had defaulted on bank borrowings of approximately RMB 1.043 billion, which triggered cross-defaults on other bank borrowings of approximately RMB 72 million[63] - To alleviate liquidity pressure, the Group is actively negotiating with lenders for renewals and extensions and seeking potential strategic investors[64] Corporate Governance Report Board of Directors & Committees The Board comprises six directors, meeting listing rule requirements, with a disclosed deviation where the Chairman and CEO roles are combined - The Board consists of 6 directors, including 2 executive directors and 4 independent non-executive directors, in compliance with the Listing Rules[90] - A deviation from the Corporate Governance Code was disclosed: the roles of Chairman and Chief Executive Officer are both held by Mr. Wang Jianqing, which the Board believes enhances efficiency[118][119] - The Audit Committee, comprising four independent non-executive directors, held six meetings during the year to review financial reports and internal control systems[134][142][143] Risk Management and Internal Controls The Group has an established risk management framework and conducted an annual review confirming the effectiveness of its internal control systems - The Board has conducted an annual review of the effectiveness of the Group's risk management and internal control systems, covering financial, operational, and compliance controls, and considers them effective and adequate[175][176] - The Group has engaged an independent external professional firm to review its internal control systems periodically to provide an objective assessment[172] Disclaimer of Opinion Regarding Going Concern The independent auditor issued a disclaimer of opinion on the Group's ability to continue as a going concern due to multiple material uncertainties - The auditor's disclaimer of opinion stems from multiple material uncertainties that cast significant doubt on the Group's ability to continue as a going concern[206] | Metric | Amount | | :--- | :--- | | Net loss from continuing operations | Approx. RMB 1.958 billion | | Bank borrowings and guaranteed notes due within 12 months | Approx. RMB 1.303 billion | | Cash and cash equivalents | Approx. RMB 10 million | | Defaulted or cross-defaulted borrowings and notes | Approx. RMB 1.30 billion | - To address going concern issues, the Group is implementing plans including: - Debt restructuring through a legal scheme of arrangement[217][218] - Seeking new strategic investors and funding sources, and considering the disposal of certain pipeline assets[217][218] - Communicating with creditors to resolve pending litigations and maintain the status quo[217][218] - Optimizing operational strategies to improve cash generation[217][218] - The company anticipates that the successful implementation of these measures will improve its financial position and lead to the removal of the disclaimer of opinion in the next auditor's report[219] Biographical Details of Directors Biographical Details of Directors This section provides detailed profiles of the company's directors, highlighting their professional experience and relationships - Executive Director Mr. Wang Jianqing (aged 56) has extensive experience in the energy and trading industries and serves as both Chairman and Chief Executive Officer[221] - Executive Director Mr. Bao Jun (aged 57) has over 20 years of experience in project investment, construction, and operational management[223] - Executive Directors Mr. Wang Jianqing and Mr. Bao Jun are cousins[227][229] - The four independent non-executive directors possess deep professional backgrounds in finance, accounting, risk management, or commodity trading[225][233][238][244] Directors' Report Directors' Report The report outlines the company's principal activities, discloses customer and supplier concentration, and confirms compliance with public float requirements | Concentration Metric | Percentage of Total | | :--- | :--- | | Sales to largest customer | 23% | | Sales to five largest customers | 60% | | Purchases from largest supplier | 32% | | Purchases from five largest suppliers | 67% | - The company adopted a share option scheme on 4 October 2021, but no options have been granted since its adoption[334][348] - The company maintained a sufficient public float of not less than 25% during the fiscal year, in compliance with the Listing Rules[356] - There was a change of auditor, with SHINEWING (HK) CPA Limited resigning on 22 January 2025 and Parker Randall CF (H.K.) CPA Limited being appointed on 28 January 2025[357] Independent Auditor's Report Independent Auditor's Report The auditor issued a disclaimer of opinion on the financial statements due to material uncertainties regarding going concern and insufficient evidence on opening balances - The auditor does not express an opinion on the consolidated financial statements for the fiscal year[365] - Basis for Disclaimer of Opinion 1: Material Uncertainty Related to Going Concern - The Group recorded a significant loss, has substantial short-term maturing debts and defaulted loans, against minimal cash reserves, and the auditor could not obtain sufficient evidence regarding the success of the company's mitigation plans[367][368] - Basis for Disclaimer of Opinion 2: Opening Balances of Other Receivables - The auditor was unable to obtain sufficient appropriate audit evidence regarding the potential impairment of prepayments of approximately RMB 1.557 billion to a supplier as of 31 March 2024, affecting the financial results of both FY2024 and FY2025[372] - The report notes that the prior year's financial statements were audited by another auditor who also issued a disclaimer of opinion due to multiple uncertainties related to going concern[373] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's loss widened significantly in FY2025, driven by a sharp revenue decline and massive impairment losses under the expected credit loss model | Item | FY2025 (RMB'000) | FY2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Total operating turnover | 807,820 | 4,969,826 | | Gross profit | 44,036 | 81,595 | | Impairment losses under ECL model | (1,865,601) | (507,777) | | Loss before tax | (1,965,074) | (513,877) | | Loss for the year | (1,992,981) | (522,274) | | Loss for the year attributable to owners of the Company | (1,916,096) | (497,270) | | Basic loss per share (RMB cents) | (29.27) | (7.60) | Consolidated Statement of Financial Position The Group's balance sheet shows a severe deterioration, shifting from a net asset position to a significant capital deficiency of RMB 1.08 billion | Item | 31 March 2025 (RMB'000) | 31 March 2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Total assets | 1,697,994 | 2,861,776 | | Total liabilities | 2,780,570 | 1,975,441 | | Net current (liabilities)/assets | (1,633,984) | 292,837 | | Total (capital deficiency)/equity | (1,082,576) | 886,335 | Consolidated Statement of Cash Flows The Group's net cash used in operating activities improved significantly, but its overall cash position remains extremely tight with only RMB 10.5 million at year-end | Item | FY2025 (RMB'000) | FY2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Net cash used in operating activities | (7,443) | (406,395) | | Net cash (used in)/from investing activities | (330) | 308,508 | | Net cash from financing activities | 5,322 | 35,861 | | Net decrease in cash and cash equivalents | (2,451) | (62,026) | | Cash and cash equivalents at end of year | 10,498 | 10,688 | Notes to the Consolidated Financial Statements The notes highlight material uncertainties regarding going concern, prior year restatements, and massive impairments on receivables that drove the annual loss - Material Uncertainty Related to Going Concern (Note 2.1): The Group's ability to continue as a going concern is in significant doubt due to substantial losses, large short-term maturing debts, and loan defaults, with management outlining various mitigating measures[404][405] - Prior Year Restatement (Note 2.2): Due to a change in the ECL assessment method for two major customers, the impairment loss for FY2024 was increased by RMB 351 million, restating the FY2024 loss from RMB 171 million to RMB 522 million[422][428] - Discontinued Operation (Note 12): The piped gas business (Huaheng Energy) was deconsolidated due to a loss of control following a dispute with partner Guizhou Gas, resulting in a confirmed loss of approximately RMB 34.74 million[761][767] - Impairment of Trade and Other Receivables (Note 26): An impairment loss of RMB 1.34 billion was recognized on prepayments to a supplier, while the credit loss allowance for trade receivables increased sharply from RMB 594 million to RMB 1.09 billion[863][870] - Default on Bank Borrowings and Guaranteed Notes (Notes 34, 36): As of 31 March 2025, the Group had defaulted on bank borrowings of approximately RMB 1.043 billion, triggering cross-defaults of approximately RMB 72 million, and guaranteed notes of RMB 185 million were overdue[889][908] Financial Information of Five Years Financial Information of Five Years The five-year summary shows a trend of declining turnover after a 2022 peak and a sharp deterioration in financial health in the last two years | Item (RMB'000) | 2021 | 2022 | 2023 | 2024 (Restated) | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total operating turnover | 7,188,589 | 7,902,036 | 7,446,796 | 4,969,879 | 807,820 | | Profit (loss) for the year | 52,472 | 95,705 | (28,267) | (510,942) | (1,958,240) | | Total assets | 3,558,475 | 3,434,555 | 3,733,792 | 2,861,776 | 1,697,994 | | Total liabilities | (2,137,333) | (1,917,105) | (2,319,612) | (1,975,441) | (2,780,570) | | Net assets (liabilities) | 1,421,142 | 1,517,450 | 1,414,180 | 886,335 | (1,082,576) | Corporate Information Corporate Information This section provides the company's basic registration details, a list of directors, and key professional advisors - The company's auditor is Parker Randall CF (H.K.) CPA Limited[1034] - The company is incorporated in Bermuda, with its principal place of business in Hong Kong located in North Point[1035]