markdown [Executive Summary](index=2&type=section&id=Executive%20Summary) The company reported a **26.1%** revenue increase to **HK$111.92 million**, with a narrowed loss attributable to owners and no interim dividend recommended Key Financial Highlights for H1 2025 | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 111,920 | 88,713 | +26.1% | | Loss Attributable to Owners of the Company | (8,348) | (10,740) | -22.3% | | Interim Dividend | None | None | - | [Unaudited Results](index=2&type=section&id=Unaudited%20Results) This section presents the unaudited condensed consolidated financial statements for H1 2025, comparing them with prior periods [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew significantly, losses narrowed, and total comprehensive income turned positive due to favorable exchange differences Overview of Consolidated Profit or Loss and Other Comprehensive Income | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 111,920 | 88,713 | +26.1% | | Other income, gains and losses | 1,254 | 1,850 | -32.1% | | Finance costs | (8,829) | (5,104) | +73.0% | | Loss before income tax | (7,968) | (11,223) | -29.0% | | Loss for the period | (7,968) | (11,223) | -29.0% | | Loss Attributable to Owners of the Company | (8,348) | (10,740) | -22.3% | | Exchange differences on translation of overseas operations | 8,944 | (8,201) | from negative to positive | | Total comprehensive income for the period | 976 | (19,424) | from negative to positive | | Basic and diluted loss per share (HK$) | (0.008) | (0.01) | -20.0% | [Unaudited Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets and liabilities increased, net assets slightly rose, and net current liabilities grew, indicating stable but slightly pressured financial health Overview of Consolidated Financial Position | Metric | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 668,829 | 654,879 | +2.1% | | Total Current Assets | 111,951 | 101,427 | +10.4% | | Total Assets | 780,780 | 756,306 | +3.2% | | Total Current Liabilities | 184,302 | 172,760 | +6.7% | | Total Non-current Liabilities | 334,140 | 322,184 | +3.7% | | Total Liabilities | 518,442 | 494,944 | +4.7% | | Net Assets | 262,338 | 261,362 | +0.4% | | Equity Attributable to Owners of the Company | 217,921 | 218,604 | -0.3% | - Net current liabilities increased from **HK$71,333 thousand** as of December 31, 2024, to **HK$72,351 thousand** as of June 30, 2025, indicating a slight increase in short-term solvency pressure[8](index=8&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Equity attributable to owners slightly decreased, while non-controlling interests increased, with exchange reserves turning positive impacting total comprehensive income Overview of Consolidated Changes in Equity | Metric | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 217,921 | 236,712 | | Non-controlling Interests | 44,417 | 44,478 | | Total Equity | 262,338 | 281,190 | | Exchange Reserve | 8,450 | 3,724 | | Accumulated Losses | (623,738) | (599,657) | - Loss for the period negatively impacted equity attributable to owners of the Company, but positive exchange differences from overseas operations partially offset the loss[10](index=10&type=chunk) [Unaudited Condensed Consolidated Cash Flow Statement](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Cash%20Flow%20Statement) Net cash increase significantly improved, driven by a shift from net cash outflow to inflow from investing activities and increased financing cash flow Overview of Consolidated Cash Flow | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,938 | 22,002 | | Net cash used in investing activities | 8,300 | (27,134) | | Net cash generated from financing activities | 5,193 | 16,090 | | Net increase in cash and cash equivalents | 17,431 | 10,958 | | Cash and cash equivalents at end of period | 67,820 | 41,535 | - Cash flow from investing activities reversed from a net outflow of **HK$27,134 thousand** in the prior period to a net inflow of **HK$8,300 thousand** in the current period, a key driver for the increase in cash and cash equivalents[11](index=11&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, covering basis of preparation, accounting policies, income and expense details, segment information, receivables and payables, bank borrowings, share capital, and capital commitments [1. Basis of Preparation and Principal Accounting Policies](index=9&type=section&id=1.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The company, incorporated in the Cayman Islands, primarily engages in investment holding, natural gas, biomass gasification, and property investment in China, with new accounting standards having no material impact - The Group's principal activities include transportation and distribution of natural gas, sales of heat energy and biomass gasification related products, and property investment, primarily operating in China[12](index=12&type=chunk) - New Hong Kong Financial Reporting Standards adopted for the first time in the current period had no significant impact on the results and financial position of the current or prior accounting periods[13](index=13&type=chunk) [2. Revenue](index=10&type=section&id=2.%20Revenue) Revenue primarily from natural gas sales, biomass gasification products, and transportation services, with significant growth in natural gas sales and transportation driving overall revenue up Revenue Analysis | Revenue Source | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Sales and distribution of natural gas | 81,837 | 65,937 | +24.1% | | Sales of heat energy and biomass gasification related products | 15,400 | 13,652 | +12.8% | | Natural gas transportation services | 7,463 | 1,004 | +643.3% | | Gross rental income | 7,220 | 8,120 | -11.1% | | **Total Revenue** | **111,920** | **88,713** | **+26.1%** | - Revenue from natural gas transportation services significantly increased by **643.3%**, being one of the main drivers of revenue growth for the period[14](index=14&type=chunk) [3. Other Income, Gains and Losses](index=10&type=section&id=3.%20Other%20Income,%20Gains%20and%20Losses) Total other income, gains, and losses decreased to **HK$1,254 thousand**, mainly due to reduced miscellaneous and bank interest income, and a fair value loss on trading investments Other Income, Gains and Losses | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 43 | 108 | | Miscellaneous income | 1,228 | 1,694 | | Fair value (loss)/gain on financial assets held for trading | (17) | 48 | | **Total** | **1,254** | **1,850** | [4. Finance Costs](index=11&type=section&id=4.%20Finance%20Costs) Finance costs significantly increased by **73.0%** to **HK$8,829 thousand**, primarily due to higher interest on bank loans and a substantial shareholder's loan Finance Costs Details | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank loans and other borrowings | 6,034 | 2,462 | +145.1% | | Interest on loan from a substantial shareholder | 2,625 | 2,490 | +5.4% | | Interest on lease liabilities | 170 | 152 | +11.8% | | **Total** | **8,829** | **5,104** | **+73.0%** | [5. Loss Before Income Tax](index=11&type=section&id=5.%20Loss%20Before%20Income%20Tax) Loss before income tax is presented after deducting various operating expenses, including depreciation, short-term lease expenses, and professional fees Loss Before Income Tax Deductions | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 9,670 | 8,253 | | Short-term lease expenses | 270 | 372 | | Investment property management fees | 1,638 | 1,443 | | Entertainment and travel expenses | 1,761 | 1,493 | | Research and development expenses | 1,063 | 1,130 | [6. Income Tax](index=11&type=section&id=6.%20Income%20Tax) No Hong Kong profits tax provision was made due to the absence of assessable profits, while Chinese subsidiaries are subject to a **25%** corporate income tax rate - No Hong Kong profits tax provision was made for the current and prior periods as the Hong Kong subsidiaries did not generate assessable profits[17](index=17&type=chunk) - Chinese subsidiaries are subject to a uniform enterprise income tax rate of **25%**[17](index=17&type=chunk) [7. Dividends](index=12&type=section&id=7.%20Dividends) The Board recommends no interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board recommends no dividend payment for the six months ended June 30, 2025[18](index=18&type=chunk) [8. Loss Per Share](index=12&type=section&id=8.%20Loss%20Per%20Share) Basic and diluted loss per share was **HK$0.008**, an improvement from **HK$0.01** in the prior period, with both being identical due to out-of-the-money share options Loss Per Share | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (HK$ thousand) | (8,348) | (10,740) | | Weighted average number of ordinary shares in issue (thousand shares) | 1,023,987 | 1,023,987 | | Basic and diluted loss per share (HK$) | (0.008) | (0.01) | - Basic and diluted loss per share are identical as the exercise price of outstanding share options exceeded the average market price during the period[20](index=20&type=chunk)[21](index=21&type=chunk) [9. Reportable Segments](index=13&type=section&id=9.%20Reportable%20Segments) The Group operates in four reportable segments: natural gas sales and distribution, biomass gasification products, natural gas transportation, and property investment, with natural gas segments driving profit growth H1 2025 Segment Revenue and Profit | Segment | Revenue (HK$ thousand) | Segment Profit (HK$ thousand) | | :--- | :--- | :--- | | Sales and distribution of natural gas | 81,837 | 5,382 | | Sales of heat energy and biomass gasification related products | 15,400 | 35 | | Natural gas transportation services | 7,463 | 1,265 | | Property investment | 7,220 | 1,956 | | **Total** | **111,920** | **8,638** | H1 2024 Segment Revenue and Profit/(Loss) | Segment | Revenue (HK$ thousand) | Segment Profit/(Loss) (HK$ thousand) | | :--- | :--- | :--- | | Sales and distribution of natural gas | 65,937 | 1,169 | | Sales of heat energy and biomass gasification related products | 13,652 | (2,531) | | Natural gas transportation services | 1,004 | (45) | | Property investment | 8,120 | 2,186 | | **Total** | **88,713** | **779** | - Revenue from natural gas transportation services significantly increased from **HK$1,004 thousand** in H1 2024 to **HK$7,463 thousand** in H1 2025, reversing from a loss to a profit[23](index=23&type=chunk)[24](index=24&type=chunk) [10. Trade Receivables](index=15&type=section&id=10.%20Trade%20Receivables) Net trade receivables decreased to **HK$17,302 thousand**, with varying credit terms across business segments and strict credit control measures in place Net Trade Receivables | Metric | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 23,301 | 27,240 | | Less: Impairment allowance | (5,999) | (5,826) | | **Net Amount** | **17,302** | **21,414** | - Credit terms for sales of biomass gasification products and natural gas distribution are three and five working days after invoice date, respectively, while heat energy and natural gas transportation services have no credit terms, and property investment tenants pay rent in advance[27](index=27&type=chunk) Aging Analysis of Trade Receivables (Net of Impairment Losses) | Aging | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 8,908 | 21,899 | | 31 to 60 days | 87 | 131 | | 61 to 90 days | 44 | 61 | | Over 90 days | 8,263 | 578 | | **Total** | **17,302** | **22,669** | [11. Trade Payables](index=17&type=section&id=11.%20Trade%20Payables) Total trade payables slightly increased to **HK$11,487 thousand**, with a notable rise in payables outstanding for over 90 days Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 3,878 | 8,174 | | 31 to 60 days | 606 | 480 | | 61 to 90 days | 290 | 226 | | Over 90 days | 6,713 | 2,249 | | **Total** | **11,487** | **11,129** | [12. Bank Borrowings and Loan Financing](index=17&type=section&id=12.%20Bank%20Borrowings%20and%20Loan%20Financing) Total interest-bearing borrowings increased to **HK$344,641 thousand**, secured by investment properties, plant and equipment, and guarantees, with an effective annual interest rate of **3.762%** Bank Borrowings and Loan Financing | Type | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current borrowings | 88,248 | 78,441 | | Non-current borrowings | 256,393 | 252,221 | | **Total** | **344,641** | **330,662** | - The effective interest rate for interest-bearing borrowings was an annual rate of **3.762%** (2024: 4.113%), with all borrowings bearing fixed interest rates[30](index=30&type=chunk)[31](index=31&type=chunk) - Bank loans are secured by certain investment properties, property, plant and equipment, corporate guarantees, a legal charge over property of Ms. Ma Zheng, a substantial shareholder and director, and personal guarantees from Mr. Wei Buti, a director of a subsidiary, and his spouse[34](index=34&type=chunk) [13. Share Capital](index=18&type=section&id=13.%20Share%20Capital) The company's authorized share capital is **1,920,000 thousand** shares at **HK$0.0625** each, with **1,023,987 thousand** issued and fully paid shares, consistent with the prior year-end Share Capital Structure | Type | Number of Shares (thousand shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorised share capital | 1,920,000 | 120,000 | | Issued and fully paid share capital | 1,023,987 | 63,999 | [14. Operating Leases](index=19&type=section&id=14.%20Operating%20Leases) Total undiscounted lease payments receivable under irrevocable operating leases decreased to **HK$45,938 thousand** as of June 30, 2025 Future Undiscounted Lease Payments Receivable | Period | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 10,189 | 12,292 | | Later than one year and not later than two years | 9,570 | 12,608 | | Later than two years and not later than three years | 8,782 | 9,985 | | Later than three years and not later than four years | 6,585 | 8,790 | | Later than four years and not later than five years | 1,162 | 7,665 | | Over five years | 9,650 | 12,411 | | **Total** | **45,938** | **63,751** | [15. Capital Commitments](index=19&type=section&id=15.%20Capital%20Commitments) Capital commitments for property, plant, and equipment acquisitions, contracted but not provided for, significantly increased to **HK$23,058 thousand** Capital Commitments | Item | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for: acquisition of property, plant and equipment | 23,058 | 13,837 | [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's H1 2025 business and financial performance, analyzes macroeconomic impacts, outlines segment operations, future outlook, and strategic priorities, and discloses related party transactions, liquidity, gearing, and foreign exchange risks [Business Review and Future Outlook](index=20&type=section&id=Business%20Review%20and%20Future%20Outlook) The Group's H1 2025 revenue grew **26.1%**, driven by Yichang natural gas and increased trading; despite global challenges, China's resilient growth and clean energy investment supported natural gas, biomass heating was stable, and property investment provided steady cash flow [Financial Performance](index=20&type=section&id=Financial%20Performance) The Group's total revenue increased by **26.1%** for the six months ended June 30, 2025, driven by the full launch of Yichang natural gas operations and increased natural gas trading[37](index=37&type=chunk) [Economic Overview](index=20&type=section&id=Economic%20Overview) Global economic development was mixed in H1 2025, with moderate US growth hampered by high interest rates and weak net trade, while the Eurozone experienced soft economic activity and manufacturing decline - US annualized GDP growth was approximately **2.0%** in H1 2025, but was hampered by high interest rates and net trade[38](index=38&type=chunk) - Eurozone economic activity was weak, with Q1 GDP growing by only **0.2%** quarter-on-quarter, and manufacturing remaining sluggish[38](index=38&type=chunk) [China: Resilient Growth with Structural Challenges](index=20&type=section&id=China:%20Resilient%20Growth%20with%20Structural%20Challenges) China's H1 2025 GDP grew by **4.8%**, supported by manufacturing and clean energy investment, but faced headwinds from a weak property market, slow private consumption, and US-China trade tensions - China's H1 2025 GDP grew by approximately **4.8%** year-on-year, primarily supported by manufacturing output and clean energy investment[39](index=39&type=chunk) - A sluggish property market and slow recovery in private consumption posed headwinds, while escalating US-China trade tensions increased macroeconomic risks[39](index=39&type=chunk) [Natural Gas Business: Core Growth Engine](index=20&type=section&id=Natural%20Gas%20Business:%20Core%20Growth%20Engine) The natural gas business benefited from China's accelerated energy transition and government's 'coal-to-gas' policy, driving robust revenue growth from increased demand for liquefied natural gas and pipeline gas[40](index=40&type=chunk) [Biomass Gasification Heating Business](index=21&type=section&id=Biomass%20Gasification%20Heating%20Business) The biomass gasification heating business in Huaining County, Anhui Province, performed stably in 2025, with expectations for full operation, substantial revenue, and reaching break-even soon[41](index=41&type=chunk) [Property Investment Business](index=21&type=section&id=Property%20Investment%20Business) Yichang's property investment business continues to provide stable cash flow, supported by local government development initiatives, despite a slight decline in rental income, remaining a key revenue contributor - Yichang's property investment business continues to provide stable cash inflow, with tenants primarily being automotive parts manufacturers[42](index=42&type=chunk) - Despite a slight decrease in rental income, the business is supported by Yichang municipal government's development initiatives and is expected to remain a key revenue contributor[42](index=42&type=chunk) [Continuing Connected Transactions](index=21&type=section&id=Continuing%20Connected%20Transactions) Zhongji Natural Gas Utilization, an indirect non-wholly owned subsidiary, entered a three-year natural gas transportation agreement with Yiling Zhongji Thermal Power, with market-based fees aligned with the company's best interests - Zhongji Natural Gas Utilization entered into a three-year natural gas transportation agreement with Yiling Zhongji Thermal Power, with transportation fees determined at market rates[43](index=43&type=chunk)[44](index=44&type=chunk) - Yiling Zhongji Thermal Power is legally owned **90%** by Beijing Jingneng Clean Energy Power Co., Ltd., and **10%** by the Company's indirect wholly-owned subsidiary[43](index=43&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) For H1 2025, total revenue increased by **26.1%** to **HK$111.92 million**, loss before income tax narrowed to **HK$7.97 million**, and loss attributable to owners decreased to **HK$8.35 million**, primarily due to higher revenue and gross profit Financial Performance Comparison | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 111,920 | 88,713 | +26.1% | | Loss before income tax | (7,968) | (11,223) | -29.0% | | Loss Attributable to Owners of the Company | (8,348) | (10,740) | -22.3% | - The reduction in loss was primarily due to increased revenue and gross profit of the Group[45](index=45&type=chunk) [Business Outlook and Strategic Focus](index=23&type=section&id=Business%20Outlook%20and%20Strategic%20Focus) The Group's operations, particularly natural gas transportation, distribution, and property investment, are less directly impacted by the global economy due to their reliance on domestic demand, with management focusing on prudent oversight and investment opportunities - The Group's operations are less directly and significantly impacted by the global economy due to their reliance on domestic demand and the essential nature of natural gas[46](index=46&type=chunk) - The Board and management will adopt a prudent management approach and actively explore potential investment opportunities to enhance long-term value and sustainable growth[46](index=46&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the directors anticipate the Group possesses sufficient financial resources for ongoing operations and future development[47](index=47&type=chunk) [Fundraising Activities](index=23&type=section&id=Fundraising%20Activities) The company did not undertake any fundraising activities during the review period[48](index=48&type=chunk) [Employee Information](index=23&type=section&id=Employee%20Information) As of June 30, 2025, the Group had **159** full-time employees (9 in Hong Kong, 150 in China), with total employee remuneration of approximately **HK$11.741 million**, determined by performance, experience, and market practice Employee Information | Region | Number of Full-time Employees | | :--- | :--- | | Hong Kong | 9 | | China | 150 | | **Total** | **159** | - For the six months ended June 30, 2025, total employee remuneration (including directors' emoluments) was approximately **HK$11,741,000**[49](index=49&type=chunk) [Share Capital Structure](index=23&type=section&id=Share%20Capital%20Structure) As of June 30, 2025, the company's issued share capital comprised **1,023,987,439** ordinary shares of **HK$0.0625** each, listed on GEM since December 13, 2001 - As of June 30, 2025, the company's issued share capital comprised **1,023,987,439** ordinary shares of **HK$0.0625** each[50](index=50&type=chunk) [Material Investments](index=23&type=section&id=Material%20Investments) The Group had no other material investments during the review period, apart from those already disclosed[51](index=51&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies / Future Material Investment Plans](index=24&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies%20%2F%20Future%20Material%20Investment%20Plans) The Group did not undertake any material acquisitions or disposals of subsidiaries and affiliated companies during the six months ended June 30, 2025[52](index=52&type=chunk) [Segment Information](index=24&type=section&id=Segment%20Information) Detailed segment information is provided in Note 9 to the unaudited condensed consolidated financial statements and further elaborated in the 'Business Review and Future Outlook' section[53](index=53&type=chunk) [Pledges of Group Assets and Contingent Liabilities](index=24&type=section&id=Pledges%20of%20Group%20Assets%20and%20Contingent%20Liabilities) As of June 30, 2025, certain investment properties, land, and buildings were pledged as collateral for bank borrowings, with no significant contingent liabilities - Certain investment properties, land, and buildings of the Group were pledged as collateral for bank borrowings[54](index=54&type=chunk) - The Group had no significant contingent liabilities[54](index=54&type=chunk) [Gearing Ratio](index=24&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group maintained a net asset position with a gearing ratio (borrowings to equity attributable to owners) of approximately **158%** Gearing Ratio Overview | Metric | June 30, 2025 (HK$ thousand) | | :--- | :--- | | Current Assets | 111,951 | | Current Liabilities | 184,302 | | External Borrowings | 344,641 | | Equity Attributable to Owners of the Company | 217,921 | | **Gearing Ratio** | **158%** | - As of June 30, 2025, the Group maintained a net asset position with a gearing ratio of approximately **158%**[55](index=55&type=chunk) [Foreign Exchange Fluctuation Risk](index=24&type=section&id=Foreign%20Exchange%20Fluctuation%20Risk) The Group's sales and payments are settled in HKD and RMB, with primary operations in China, resulting in limited foreign exchange risk and no current hedging arrangements, though monitoring continues - The Group's sales and payments are settled in HKD and RMB, with primary operations in China, resulting in limited foreign exchange risk[56](index=56&type=chunk) - No hedging arrangements are currently in place for foreign currency risk, but exchange rate fluctuations will continue to be closely monitored, and hedging arrangements will be made if necessary[56](index=56&type=chunk) [Other Information](index=25&type=section&id=Other%20Information) This section discloses directors' and substantial shareholders' interests, share option schemes, corporate governance structure (including audit, remuneration, and nomination committees), and information on securities transactions and code compliance [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation](index=25&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of June 30, 2025, Ms. Ma Zheng beneficially owned **36.52%** of ordinary shares, and Mr. Yuan Geng beneficially owned **1.89%**, with no other interests or short positions for directors or the chief executive Directors' Long Positions in Ordinary Shares of the Company | Director's Name | Nature of Interest | Number of Ordinary Shares | Approximate % of Interest | | :--- | :--- | :--- | :--- | | Ms. Ma Zheng | Beneficial owner | 373,951,632 | 36.52% | | Mr. Yuan Geng | Beneficial owner | 19,320,633 | 1.89% | [Share Options](index=26&type=section&id=Share%20Options) The share option scheme, adopted in 2022 to reward contributors, has a ten-year validity with exercise prices not below market rates; no options were granted or exercised, and none were outstanding as of June 30, 2025 - The share option scheme was adopted on May 17, 2022, to reward eligible participants contributing to the Group's development, with a ten-year validity period[59](index=59&type=chunk) - The exercise price of share options shall not be less than the highest of the closing price on the grant date, the average closing price for the five business days immediately preceding the grant date, and the nominal value of the shares[62](index=62&type=chunk) - No share options were granted or exercised by the company during the review period, and no share options were outstanding as of June 30, 2025[62](index=62&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company](index=27&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, several entities and individuals, including Ms. Guo Xiugin, Dongcheng Energy Investment, and China Vanke, were substantial shareholders holding **5%** or more of the company's shares Substantial Shareholders' Long Positions in Ordinary Shares of the Company | Shareholder's Name | Nature of Interest | Number of Shares Held | Approximate % of Interest | | :--- | :--- | :--- | :--- | | Ms. Guo Xiugin | Corporate interest | 123,867,678 | 12.10% | | Dongcheng Energy Investment Co., Ltd. | Corporate interest | 123,867,678 | 12.10% | | Zhuohua Investment Co., Ltd. | Beneficial owner | 123,867,678 | 12.10% | | Mr. Ji Shengzhi | Corporate interest | 110,000,000 | 10.74% | | Ms. Lu Ke | Corporate interest | 110,000,000 | 10.74% | | Superb Holdings Limited | Beneficial owner | 110,000,000 | 10.74% | | China Vanke Co., Ltd. | Corporate interest | 93,089,767 | 9.09% | | Chengdu Vanke Real Estate Co., Ltd. | Corporate interest | 93,089,767 | 9.09% | | Chogori Investment (Hong Kong) Limited | Corporate interest | 93,089,767 | 9.09% | | Winsteria (BVI) Company Limited | Corporate interest | 93,089,767 | 9.09% | | Winmaxi (BVI) Company Limited | Beneficial owner | 93,089,767 | 9.09% | [Directors' Right to Acquire Shares](index=29&type=section&id=Directors'%20Right%20to%20Acquire%20Shares) At no time during the period did the company or any of its subsidiaries engage in any arrangements enabling directors, their spouses, or children under 18 to benefit from acquiring shares or debentures of the company or any other body corporate[66](index=66&type=chunk) [Competition and Conflicts of Interest](index=29&type=section&id=Competition%20and%20Conflicts%20of%20Interest) During the review period, no directors, significant shareholders, substantial shareholders, or their respective associates engaged in any business that constitutes or may constitute a direct or indirect competition with the Group's business, nor were there any other actual or potential conflicts of interest with the Group[67](index=67&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews financial controls, internal monitoring, and risk management, assesses auditor independence, and has reviewed and commented on the interim results - The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial controls, internal monitoring, and risk management systems, and for reviewing financial statements[68](index=68&type=chunk) - The Audit Committee has reviewed the Group's unaudited results for the six months ended June 30, 2025, and has provided its opinions and comments thereon[68](index=68&type=chunk) [Remuneration Committee](index=30&type=section&id=Remuneration%20Committee) The Remuneration Committee, composed of three independent non-executive directors, is responsible for considering and recommending remuneration policies and structures for executive directors and senior management, and for reviewing and determining their remuneration[69](index=69&type=chunk) [Nomination Committee](index=30&type=section&id=Nomination%20Committee) The Nomination Committee, consisting of three independent non-executive directors, is responsible for reviewing the Board's structure, assessing the independence of independent non-executive directors, and making recommendations for director appointments and re-election[70](index=70&type=chunk) [Purchase, Sale or Redemption of Securities](index=30&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Securities) The company did not redeem, purchase, or sell any ordinary shares during the six months ended June 30, 2025[71](index=71&type=chunk) [Compliance with Corporate Governance Code](index=30&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company complied with all principles and code provisions of the GEM Listing Rules' Corporate Governance Code, except for C.2.1 (separation of Chairman and CEO roles), ensuring accountability through an Audit Committee - The company complied with all principles and code provisions of the Corporate Governance Code, except for code provision C.2.1 (separation of roles of Chairman and Chief Executive)[72](index=72&type=chunk) - The company does not have a Chief Executive Officer, and Ms. Ma Zheng, the Chairman, also serves as a director of some operating subsidiaries, but accountability and independent decision-making are ensured through the establishment of an Audit Committee comprising independent non-executive directors[73](index=73&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=31&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The company adopted a code of conduct for directors' securities transactions, no less exacting than the required standards under the GEM Listing Rules, and all directors confirmed compliance with this code[74](index=74&type=chunk)
中国基础能源(08117) - 2025 - 中期业绩