中国煤层气(08270) - 2025 - 中期业绩

Report Cover and Basic Information This section provides the company's basic information, report type, and disclaimers regarding the GEM market's characteristics and associated risks Company Overview and Report Statement China CBM Group Company Limited (Stock Code: 8270) released its unaudited interim results for the six months ended June 30, 2025, with the Board confirming the report's accuracy and completeness - Company Name: China CBM Group Company Limited (Stock Code: 8270)[2] - Report Type: Unaudited interim results announcement for the six months ended June 30, 2025[2][3] - Board Statement: Directors jointly and individually accept full responsibility for this announcement, confirming the information is accurate, complete, and not misleading[5] GEM Market Characteristics and Disclaimer The report highlights the HKEX GEM market's high investment risk and volatility, suitable for professional investors, and reiterates the HKEX's non-responsibility for report content - GEM Market Positioning: Provides a listing market for companies with higher investment risks, suitable for professional and sophisticated investors[6][11] - GEM Market Risks: Securities may be subject to significant market volatility and high liquidity cannot be guaranteed[7][11] - HKEX Disclaimer: Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness, and expressly disclaim any liability for any loss whatsoever[8][11] Corporate Information This section details the company's governance structure, including board and committee members, key personnel, office locations, and share registration details Board and Committee Members Disclosure of the company's Board members, including executive, non-executive, and independent non-executive directors, and the composition of its Audit, Nomination, and Remuneration Committees - Executive Directors: Wang Zhong Sheng (Chairman), Chang Jian, Wang Chen, Chen Yi Kai, and Liang Zhi Hao[14][15] - Non-executive Director: Li Si Liang[14][15] - Independent Non-executive Directors: Liu Zhen Bang, Wang Zhi He, and Xu Yuan Jian[14][15] - Committee Chairmen: Audit Committee Chairman is Liu Zhen Bang, Nomination Committee Chairman is Wang Zhi He, and Remuneration Committee Chairman is Liu Zhen Bang[14][15][16][17] Company Secretary and Authorized Representatives Names of the company's Company Secretary, Compliance Officer, and Authorized Representatives are listed - Company Secretary: Mr. Tse Chun Lai[16][17] - Compliance Officer: Mr. Wang Zhong Sheng[16][17] - Authorized Representatives: Mr. Wang Zhong Sheng and Mr. Tse Chun Lai[16][17] Offices and Registration Information Provides the addresses for the company's Hong Kong head office, principal place of business, and registered office - Hong Kong Head Office and Principal Place of Business: Unit 20, 19/F, Tsuen Fat Commercial Building, 362 Sha Tsui Road, Tsuen Wan, Hong Kong[16][17] - Registered Office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda[16][17] Share Registration and Other Information Discloses the company's principal share registrar, Hong Kong branch share registrar, auditor, principal banker, and stock code - Principal Share Registrar: Codan Services Limited[18] - Hong Kong Branch Share Registrar: Tricor Tengis Limited[19] - Auditor: ZHONG RUI HE XIN CPA Limited[19] - Principal Banker: Bank of China (Hong Kong) Limited[19] - Stock Code: 08270[19] Financial Highlights For the six months ended June 30, 2025, group revenue significantly decreased by 52.1% to RMB 57.5 million, with a loss attributable to equity holders of RMB 11.1 million and a loss per share of RMB 2.85 cents, and no dividend recommended 2025年上半年财务摘要 | Indicator | 2025年上半年 (RMB'000) | 2024年上半年 (RMB'000) | 同比变化 | | :--- | :--- | :--- | :--- | | Revenue | 57,520 | 120,057 | -52.1% | | Loss attributable to equity holders of the Company | (11,116) | (4,113) | 170.3% (Loss widened) | | Loss per share | (2.85) cents | (1.05) cents | 171.4% (Loss widened) | - The Board does not recommend the payment of any interim dividend for the period[20] Condensed Consolidated Financial Statements This section presents the group's unaudited interim financial statements, including the income statement, comprehensive income, financial position, cash flows, and changes in equity Condensed Consolidated Income Statement For the six months ended June 30, 2025, group revenue was RMB 57.520 million, gross profit was RMB 8.373 million, and loss for the period was RMB 11.116 million, significantly widening from the prior year 简明综合收益表关键数据 (截至6月30日止半年) | Indicator | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Revenue | 57,520 | 120,057 | | Cost of sales | (49,147) | (105,362) | | Gross profit | 8,373 | 14,695 | | Other income and gains or losses | 1,046 | 85 | | Selling and distribution costs | (2,038) | (1,959) | | Administrative and other expenses | (19,096) | (14,687) | | Finance costs | (511) | (463) | | Loss before taxation | (12,226) | (2,329) | | Income tax credit/(expense) | 1,110 | (1,784) | | Loss for the period | (11,116) | (4,113) | | Basic loss per share | (2.85) cents | (1.05) cents | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the group recorded a total comprehensive loss of RMB 12.036 million, primarily due to loss for the period and exchange differences on foreign currency financial statements, with the loss widening year-on-year 简明综合全面收益表关键数据 (截至6月30日止半年) | Indicator | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Loss for the period | (11,116) | (4,113) | | Exchange differences on translation of financial statements of foreign entities | (920) | (718) | | Total comprehensive loss for the period | (12,036) | (4,831) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, group total assets were RMB 342.952 million, a slight increase from year-end 2024; net current liabilities expanded to RMB (138.798) million, and total equity decreased to RMB 111.016 million 简明综合财务状况表关键数据 | Indicator | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Non-current assets | 237,193 | 252,629 | | Current assets | 90,556 | 90,323 | | Total assets | 342,952 | 327,749 | | Current liabilities | 229,121 | 201,725 | | Non-current liabilities | 2,815 | 2,972 | | Net assets | 111,016 | 123,052 | | Share capital | 26,305 | 26,305 | | Reserves | 88,928 | 100,964 | | Total equity | 111,016 | 123,052 | - Net current liabilities expanded from RMB (111.169) million as of December 31, 2024, to RMB (138.798) million as of June 30, 2025[26] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the group's net cash inflow from operating activities was RMB 4.482 million, net cash outflow from investing activities was RMB (0.178) million, and net cash outflow from financing activities was RMB (5.332) million, resulting in a net decrease in cash and bank balances of RMB (1.028) million 简明综合现金流量表关键数据 (截至6月30日止六个月) | Indicator | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Net cash inflow from operating activities | 4,482 | 8,623 | | Net cash outflow from investing activities | (178) | (5,567) | | Net cash (outflow)/inflow from financing activities | (5,332) | 9,557 | | Net (decrease)/increase in cash and bank balances | (1,028) | 12,613 | | Cash and bank balances at end of period | 47,456 | 58,057 | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the group's total equity decreased from RMB 123.052 million at the beginning of the year to RMB 111.016 million, primarily due to loss for the period and a reduction in translation reserve 简明综合权益变动表关键数据 | Equity Item | 2025年1月1日 (RMB'000) | Loss for the period (RMB'000) | Other comprehensive expense (RMB'000) | 2025年6月30日 (RMB'000) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 26,305 | – | – | 26,305 | | Share premium | 33,998 | – | – | 33,998 | | General reserve | 1,892 | – | – | 1,892 | | Translation reserve | (5,399) | – | (920) | (6,319) | | Share option reserve | 2,814 | – | – | 2,814 | | Convertible bond reserve | 9,820 | – | – | 9,820 | | Other reserve | (31,012) | – | – | (31,012) | | Accumulated losses | 88,851 | (11,116) | – | 77,735 | | Total equity attributable to equity holders of the Company | 127,269 | (11,116) | (920) | 115,233 | | Non-controlling interests | (4,217) | – | – | (4,217) | | Total Equity | 123,052 | (11,116) | (920) | 111,016 | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and breakdowns for various financial statement items, including accounting policies, revenue, expenses, and balance sheet components 5.1 Basis of presentation of financial statements Financial statements are prepared under Hong Kong GAAP and HKICPA standards, presented on a historical cost basis, reviewed by the Audit Committee, with the group primarily operating in China and business activities denominated in RMB - Preparation Basis: Hong Kong Generally Accepted Accounting Principles and accounting standards issued by the Hong Kong Institute of Certified Public Accountants[29][32] - Review Status: Unaudited by the Company's auditor, but reviewed by the Company's Audit Committee[30][32] - Operating Region and Currency: Primarily operates in China, with business activities mainly conducted in RMB, and results prepared in RMB[31][32] 5.2 Application of New and Revised Hong Kong Financial Reporting Standards ("HKFRSs") The group has applied new and revised HKFRSs effective this period, with no material impact on current or prior financial performance, and is assessing the impact of standards issued but not yet effective - Standards Applied: New and revised HKFRSs effective for the current period have been applied[33][37] - Impact: No material impact on the Group's current or prior period financial performance and position[33][37] - Future Standards: The HKICPA has issued several amendments, new standards, and interpretations not yet effective, and the Group is assessing their impact[34][35][37] 5.3 Revenue and segment information The company is an investment holding company, with subsidiaries primarily engaged in liquefied CBM production and sales (including processing services) and pipeline natural gas sales; total revenue decreased by 52.1% year-on-year in H1 2025 due to a significant drop in liquefied CBM sales, despite growth in pipeline natural gas sales - Principal Business: Production and sales of liquefied coalbed methane (including CBM liquefaction processing services) and sales of pipeline natural gas[36][38] 收益构成 (截至6月30日止半年) | Revenue Category | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Liquefied CBM sales (including processing services) | 37,228 | 108,150 | | Pipeline natural gas sales | 20,292 | 11,907 | | Total Revenue | 57,520 | 120,057 | 其他收入及收益或亏损 (截至6月30日止半年) | Category | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Interest income from bank deposits | 31 | 8 | | Others | 1,015 | 77 | | Total | 1,046 | 85 | - The Group's revenue and assets primarily derive from and relate to the liquefied CBM business in China, with other segments being immaterial, thus no geographical segment information is presented[40] 5.4 Loss before taxation For the six months ended June 30, 2025, the group's loss before taxation was RMB 12.226 million, significantly widening from RMB 2.329 million in the prior year, primarily due to increased staff costs and reduced depreciation 除税前亏损构成 (截至6月30日止半年) | Item | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 12,981 | 10,819 | | Depreciation of property, plant and equipment | 7,077 | 14,543 | 5.5 Income tax The group incurred no assessable income in Hong Kong, thus no Hong Kong profits tax provision was made; PRC subsidiaries are subject to a 25% corporate income tax rate, and there are no significant unprovided deferred taxes for the period - Hong Kong Profits Tax: No provision was made as the Group earned no assessable income subject to Hong Kong profits tax during the interim period[44][47] - Overseas Income Tax: PRC subsidiaries are subject to a tax rate of 25% since January 1, 2008[45][48] - Deferred Tax: There were no significant unprovided deferred taxes during the interim period[46][48] 5.6 Dividends The Board does not recommend paying any interim dividend for the six months ended June 30, 2025, consistent with the prior year - Interim Dividend: The Board does not recommend the payment of any interim dividend (2024 corresponding period: nil)[50][51] 5.7 Loss per share For the six months ended June 30, 2025, basic loss per share was RMB 2.85 cents, widening from RMB 1.05 cents in the prior year, with no diluted loss per share presented due to the absence of potential dilutive ordinary shares 每股亏损计算 (截至6月30日止半年) | Indicator | 2025年 | 2024年 | | :--- | :--- | :--- | | Loss attributable to equity holders of the Company (RMB'000) | (11,116) | (4,113) | | Weighted average number of ordinary shares for basic loss per share calculation ('000 shares) | 390,451 | 390,451 | | Basic loss per share (RMB cents) | (2.85) | (1.05) | - No diluted loss per share is presented as there were no potential dilutive ordinary shares for the quarters and six-month periods ended June 30, 2025, and June 30, 2024[54] 5.8 Additions and disposals of property, plant and equipment For the six months ended June 30, 2025, the group added approximately RMB 23.045 million in property, plant, and equipment, a significant increase from the prior year, with no material disposals during the period - Additions: Property, plant and equipment acquired during the interim period amounted to approximately RMB 23.045 million (2024 corresponding period: approximately RMB 1.419 million)[55][57] - Disposals: There were no major disposals during the interim period (2024 corresponding period: nil)[55][57] 5.9 Trade and other receivables As of June 30, 2025, the group's total trade and other receivables were RMB 34.170 million, an increase from RMB 28.590 million at year-end 2024, with a significant rise in trade receivables within one month 贸易及其他应收款项构成 | Item | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Trade receivables | 4,180 | 828 | | Prepayments and other receivables | 26,365 | 23,298 | | Other recoverable taxes | 3,625 | 4,464 | | Total | 34,170 | 28,590 | 应收账款账龄分析 (按发票日期) | Ageing | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Within 1 month | 3,639 | 374 | | After 1 month but within 3 months | – | 90 | | After 3 months but within 6 months | 537 | 90 | | After 6 months but within 12 months | – | 270 | | After 12 months | 4 | 4 | | Total | 4,180 | 828 | - The Group does not require collateral for trade receivables and continuously performs customer credit assessments[58] 5.10 Trade and other payables As of June 30, 2025, the group's total trade and other payables were RMB 197.618 million, an increase from RMB 160.408 million at year-end 2024, with a significant rise in trade payables due after 12 months 贸易及其他应付款项构成 | Item | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Trade payables | 40,431 | 35,440 | | Accruals and other payables | 156,616 | 124,328 | | Other taxes payable | 571 | 640 | | Total | 197,618 | 160,408 | 应付账款账龄分析 (按发票日期) | Ageing | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Within 1 month | 1,705 | 7,921 | | After 1 month but within 3 months | 5,781 | 26,041 | | After 3 months but within 6 months | 2,917 | 88 | | After 6 months but within 12 months | 415 | 173 | | After 12 months | 29,613 | 1,217 | | Total | 40,431 | 35,440 | 5.11 Bank and other borrowings As of June 30, 2025, the group's total bank and other borrowings were RMB 20.400 million, a decrease from RMB 23.400 million at year-end 2024, with all borrowings repayable within one year or on demand, including secured bank loans and unsecured other loans 银行及其他借贷构成 | Type of Borrowing | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Secured bank loans repayable within 1 year or on demand | 10,000 | 13,000 | | Unsecured other loans repayable within 1 year or on demand | 10,400 | 10,400 | | Total | 20,400 | 23,400 | - Secured bank loans bear interest at annual rates ranging from 3.1% to 3.45%[67] - Unsecured other loans refer to loans payable to non-controlling shareholders of PRC subsidiaries, bearing a fixed interest rate of 4.35% per annum[67] 5.12 Share capital As of June 30, 2025, the company's authorized share capital was 2,500,000 thousand shares with a total par value of RMB 174.064 million; issued and fully paid share capital was 390,451 thousand shares with a total par value of RMB 26.305 million, consistent with year-end 2024 股本信息 | Type of Share Capital | 2025年6月30日 股份数目 ('000) | 2025年6月30日 总面值 (RMB'000) | 2024年12月31日 股份数目 ('000) | 2024年12月31日 总面值 (RMB'000) | | :--- | :--- | :--- | :--- | :--- | | Authorized share capital | 2,500,000 | 174,064 | 2,500,000 | 174,064 | | Issued and fully paid share capital | 390,451 | 26,305 | 390,451 | 26,305 | 5.13 Commitments As of June 30, 2025, the group's capital commitments contracted but not provided for in the financial statements amounted to RMB 8.806 million, primarily for property, plant, and equipment acquisitions and construction in progress, a decrease from year-end 2024 资本承擔 | Item | 2025年6月30日 (RMB'000) | 2024年12月31日 (RMB'000) | | :--- | :--- | :--- | | Capital commitments contracted but not provided for in the financial statements | 8,806 | 15,636 | Management Discussion and Analysis This section offers a comprehensive review of the group's financial performance, business operations, development prospects, and key operational aspects for the interim period 6.1 Financial Review For the six months ended June 30, 2025, consolidated turnover decreased by 52.1% to RMB 57.5 million, and loss attributable to shareholders expanded to RMB 11.1 million, primarily due to suspended liquefied CBM production for equipment upgrades and increased administrative expenses from Board expansion and new subsidiary R&D costs 财务业绩概览 (截至6月30日止半年) | Indicator | 2025年 (RMB'000) | 2024年 (RMB'000) | 同比变化 | | :--- | :--- | :--- | :--- | | Consolidated turnover | 57,500 | 120,100 | -52.1% | | Loss attributable to shareholders | (11,100) | (4,100) | 170.7% (Loss widened) | - The decrease in revenue was primarily due to a subsidiary suspending liquefied CBM production in May 2025 for a comprehensive technical modification and upgrade of its liquefaction machinery and equipment[73] - Administrative expenses increased from RMB 14.6 million to RMB 19.1 million, mainly driven by the expansion of the Board (adding three new directors, increasing directors' emoluments by approximately RMB 2.0 million) and R&D costs of a newly established wholly-owned subsidiary[74][75][76][78] 6.2 Business Review and Development Prospects The group primarily engages in CBM business, including exploration, extraction, liquefaction, and sales; CBM reserve assessments were updated, and gas wellheads increased, but liquefaction operations paused for equipment upgrades, while market sales faced downward price trends due to the overall economic environment, and the group is actively developing new hydrocarbon-to-natural gas and thermal recovery technologies to boost production and profit growth - Core Business: CBM exploration, extraction, liquefaction, and sales[77][79] - R&D Investment: The Group is independently developing "Ultra-High Temperature Steam Catalyzed Coal Mineral Accelerated Metamorphic Hydrocarbon Generation Technology" (hydrocarbon-to-natural gas project) and "Thermal Recovery Technology" to increase production and create new profit growth points[106][108][109][110] 6.2.1 Resources and reserves Updated CBM reserve assessments show an Original Gas-in-Place of 193.6 BCF across all blocks, with Proved Net Reserves significantly increasing to 108.9 BCF, reflecting continuous field development and data accumulation - CBM Asset Location: Yangcheng area, Shanxi Province, China, covering approximately 96 square kilometers[77][79] 煤层气资产储量评估 (十亿立方英呎 BCF) | Reserve Type | 2025年6月30日 | 2012年3月31日 | | :--- | :--- | :--- | | Original Gas-in-Place (OGIP) for all blocks | 193.6 | 272.4 | | Proved (1P) Net Reserves | 108.9 | 3.5 | | Proved plus Probable (2P) Net Reserves | 154.7 | 27.7 | | Proved plus Probable plus Possible (3P) Net Reserves | 193.6 | 205.0 | - The improvement in reserve assessment is attributed to the Company's continuous development of gas field blocks, increasing the number and scope of producing wellheads, thereby collecting more data for more accurate evaluations[84][86] 6.2.2 Natural gas exploration and extraction The group has completed surface construction and drilling for 235 CBM wells, with 170 of them in stable production since commissioning - Number of CBM Wells: 235 CBM wells have completed surface construction and drilling[88][90] - Number of Producing Wells: 170 wells have commenced production and maintained stable output since commissioning[88][90] 6.2.3 Liquefaction operation Shuntai Company suspended liquefied CBM production on May 18, 2025, for comprehensive technical modification and upgrade, with average daily production previously around 162,000 cubic meters - Production Suspension: Shuntai Company suspended liquefied CBM production on May 18, 2025[89][91] - Reason: Severe wear and tear of liquefaction machinery and equipment made maintenance uneconomical, leading to a decision for comprehensive technical modification and upgrade[89][91] - Production Before Modification: Average daily production in Q1 2025 was approximately 162,000 cubic meters[89][91] 6.2.4 Marketing and sales The group's sales system and strategy remain largely consistent, but sales performance was impacted by a downward trend in prices due to the overall economic environment - Sales System and Strategy: Largely consistent, with no significant changes[92][94] - Market Impact: Sales prices showed a downward trend due to the overall economic environment, affecting sales performance[92][94] 6.2.5 Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the group's net assets were RMB 111.016 million, cash and bank balances were RMB 47.456 million, and the capital to debt ratio was 17.70%, with plans to seek financing to accelerate natural gas drilling projects 流动资金及资本结构 (截至6月30日) | Indicator | 2025年 (RMB'000) | | :--- | :--- | | Net assets | 111,016 | | Cash and bank balances | 47,456 | | Capital to debt ratio | 17.70% | - The Group adopts a prudent financial and risk management strategy, avoiding financing arrangements with high leverage ratios[93][95] - The Group will seek financing to further improve its cash position and accelerate natural gas drilling projects[96][98] - Apart from planned investments in upstream CBM exploration and extraction, the Group has no other plans for acquisitions, investments, disposals, or scaling down any current business operations[96][98] 6.2.6 Employees The group has 236 employees, comprising R&D, engineering, customer service, administrative, and marketing personnel, with staff costs of RMB 12.981 million, and remuneration policies based on individual performance and professional training - Total Employees: 236[100][103] - Employee Composition: 23 R&D personnel, 122 engineering and customer service personnel, 86 administrative personnel, and 5 marketing and sales personnel[100][103] 员工成本 (截至6月30日止半年) | Indicator | 2025年 (RMB'000) | 2024年 (RMB'000) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 12,981 | 10,819 | - Remuneration and bonus policies are primarily determined by individual employee performance, with continuous professional development and training opportunities provided[100][103] 6.2.7 Risk in Foreign Exchange The Board considers the group's foreign exchange risk not significant, as most transactions are denominated in the respective functional currencies of individual group entities - Foreign Exchange Risk Assessment: The Directors believe the Group's foreign exchange risk is not significant[101][104] - Reason: Most transactions are denominated in the respective functional currencies of individual group entities[101][104] 6.2.8 Significant investment, material acquisitions and disposal of subsidiaries During the interim period, the group made no significant investments, material acquisitions, or disposals of subsidiaries and associates - No Significant Investments/Acquisitions/Disposals: There were no significant investments, material acquisitions, or disposals of subsidiaries and associates during the interim period[102][105] 6.2.9 Outlook The group is actively developing hydrocarbon-to-natural gas and thermal recovery technologies to boost production, create new profit growth points, and ensure stable gas supply for LNG plants, anticipating continued strong growth in clean energy market demand - Hydrocarbon-to-Natural Gas Technology ("the Technology") R&D Progress: R&D began in 2016, entering the industrial scale-up design phase in H2 2019. Progress was slow due to the pandemic, with the first trial run in June 2021 and improved design proposed in November 2021. A small-scale pilot plant was completed in June 2024, but domestic heat-resistant steel could not sustain stable operation at 1,100°C for extended periods. In January 2025, R&D shifted to lowering reaction temperatures, now largely achieving a 1,000°C reaction environment, with a small-scale pilot plant still under construction. Future Plans: Upon completion, advanced demonstrations will be conducted overseas with international expert review; once mature, it will supply feedstock gas to LNG projects, charging technology usage fees and selling related raw materials[106][107] - Thermal Recovery Technology Discovery and Outlook: Discovered during the R&D of "the Technology," aiming to accelerate metamorphic hydrocarbon generation, increase reserves, and boost production from underground coal minerals in CBM fields. Currently in the preparatory stage, upon maturity, it will be applied to increase upstream wellhead production and provide thermal recovery technical services and related equipment sales[108][110] - Strategic Significance: Both technologies are expected to become new profit growth points for the Group, ensuring a stable gas source supply for LNG plants, reducing external influences and operational risks, and achieving full production commercial value[109][110] - Market Outlook: With increasing environmental concerns, highly polluting energy sources will be phased out faster, clean energy will become widespread, and natural gas market demand is expected to maintain strong growth momentum[111][113] Disclosure of Shareholders' and Directors' Interests This section details the interests and short positions of the company's directors, chief executive, and substantial shareholders in the company's shares and underlying shares 7.1 Directors' and Chief Executive's Interests or Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, several directors held long positions in the company's shares, with Chairman Mr. Wang Zhong Sheng holding 74.51% through controlled corporations and as a beneficial owner 董事及最高行政人员于本公司股份之好仓 (截至2025年6月30日) | Name | Capacity | Nature of Interest | Number of Shares/Underlying Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Wang Zhong Sheng | Interest in controlled corporation | Corporate interest | 2,264,812 | 0.58% | | | Beneficial owner | Personal | 288,661,440 | 73.93% | | Mr. Chang Jian | Beneficial owner | Personal | 2,500,000 | 0.64% | | Mr. Wang Chen | Beneficial owner | Personal | 250,000 | 0.06% | | Mr. Liang Zhi Hao | Share option grantee | Personal | 800,000 | 0.2% | | Ms. Li Si Liang | Beneficial owner | Personal | 487,500 | 0.12% | - Save as disclosed above, as at June 30, 2025, no Director or chief executive had any other disclosable interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations[121][122] - The Group did not issue any debentures during the interim period[121][122] 7.2 Substantial Shareholders and Persons with Disclosable Interest and Short Position in Shares and Options under SFO As of June 30, 2025, apart from directors, Ms. Zhao Xin (spouse of Mr. Wang Zhong Sheng) was deemed to have an interest in her spouse's shares, representing approximately 74.51% of the company's shareholding 主要股东于本公司股份之好仓 (截至2025年6月30日) | Name | Number of Shares | Nature of Interest | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Zhao Xin | 290,926,252 | Interest of spouse | 74.51% | - Ms. Zhao Xin (spouse of Mr. Wang Zhong Sheng) is deemed under the Securities and Futures Ordinance to have an interest in the Company by virtue of her spouse's interests[125] - Save as disclosed above, no other person had any disclosable interests or short positions in the shares and underlying shares of the Company[125] 7.3 Directors' and Chief Executive's Rights to Acquire Shares or Debentures Apart from disclosed directors' share interests and share option schemes, no rights to acquire company shares or debentures were granted or exercised by any director, their spouse/minor children, or chief executive during the interim period, nor did the company or its subsidiaries enter into any arrangements for directors to acquire such rights in other corporations - No Additional Acquisition Rights: During the interim period, no rights to acquire shares or debentures of the Company were granted to or exercised by any Director, their spouse/minor children, or chief executive[126][128] - No Related Arrangements: Neither the Company nor any of its subsidiaries entered into any arrangements enabling Directors to acquire such rights in any other body corporate[126][128] 7.4 Directors' and Controlling Shareholders' Interests in Competing Business As of the report date, the Directors are unaware of any business or interests held by directors, controlling shareholders, or their close associates that compete or may compete with the group's business, nor any other conflicts of interest - No Competing Business: The Directors are unaware of any business or interests held by directors, controlling shareholders, or their close associates that compete or may compete with the Group's business[127][129] - No Conflicts of Interest: Nor are they aware of any other conflicts of interest existing or potentially existing between any such persons and the Group[127][129] Share Option Scheme This section outlines the company's previous and new share option schemes, including their terms, eligible participants, and the status of granted and outstanding options 8.1 Previous Share Option Scheme The company's previous share option scheme, adopted on May 18, 2011, expired on May 18, 2021; all 32,119,074 options granted under it were unexercised and lapsed, with no outstanding options currently - Scheme Term: The previous share option scheme expired on May 18, 2021[130][132] - Share Option Status: All 32,119,074 share options granted were unexercised and lapsed, with no outstanding share options[130][132] 8.2 New Share Option Scheme The company adopted a new share option scheme on March 28, 2022, valid for 10 years, to incentivize eligible participants; as of June 30, 2025, zero options are available for grant, and 10,865,003 options remain outstanding at an exercise price of HK$0.455 - Adoption Date and Validity: Adopted on March 28, 2022, valid for 10 years, expiring on March 27, 2032[131][132][134][136] - Purpose: To grant share options to selected eligible participants as an incentive or reward for their contributions or potential contributions[133][135] - Eligible Participants: Include full-time/part-time employees, consultants/advisers, and directors of any group member company[133][135] - Scheme Limit: As of June 30, 2025, the number of share options authorized for grant under the scheme was zero shares[134][136] 新购股权计划下已授出购股权信息 (截至2025年6月30日) | Category of Participants | Outstanding at January 1, 2025 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding at June 30, 2025 | Date of Grant | Exercise Period | Exercise Price per Share at Date of Grant (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Executive Director (Mr. Liang Zhi Hao) | 800,000 | – | – | – | 800,000 | 2022/10/13 | 2022/10/13–2032/10/12 | 0.456 | | Employees | 8,190,003 | – | – | – | 8,190,003 | 2022/10/13 | 2022/10/13–2032/10/12 | 0.456 | | Corporate Finance Adviser | 1,875,000 | – | – | – | 1,875,000 | 2022/4/7 | 2022/4/7–2032/4/6 | 0.448 | | Total | 10,865,003 | – | – | – | 10,865,003 | | | | - Share options may be exercised in full or in part at any time during the period determined by the Directors and notified to the grantee, but not exceeding ten years from the date of grant[138][140] - The subscription price shall not be less than the highest of the closing price on the Stock Exchange on the offer date, the average closing price for the five consecutive business days immediately preceding the offer date, and the nominal value of the share[141][142] Other Financial and Operating Information This section covers additional financial and operational details such as contingent liabilities, capital commitments, asset charges, and events after the balance sheet date 9.1 Contingent Liabilities As of June 30, 2025, the group had no significant contingent liabilities - No Significant Contingent Liabilities: As of June 30, 2025, the Group had no significant contingent liabilities[151][155] 9.2 Amount of Capitalised Interest Save as disclosed in this report, the group did not capitalize any interest during the interim period - No Capitalized Interest: Save as disclosed in this report, the Group did not capitalize any interest during the interim period[152][156] 9.3 Future Plans for Material Investments or Capital Assets As of June 30, 2025, and December 31, 2024, the group had no other plans regarding material investments and capital assets - No Other Material Plans: As of June 30, 2025, and December 31, 2024, the Group had no other plans regarding material investments and capital assets[153][157] 9.4 Charges on Group Assets As of June 30, 2025, the group's self-occupied buildings with a carrying value of approximately RMB 8.847 million and leasehold land use rights of RMB 7.797 million were pledged as security for bank borrowings - Charged Assets: Self-occupied buildings with a carrying value of approximately RMB 8.847 million (before impairment) and leasehold land use rights of RMB 7.797 million[154][158] - Purpose: Pledged as security for bank borrowings granted to the Group[154][158] 9.5 Events After Balance Sheet Date As of the report date, the Board is unaware of any significant disclosable events after the balance sheet date - No Significant Events After Balance Sheet Date: As of the report date, the Board is unaware of any significant events that have occurred and require disclosure[159][164] 9.6 Convertible Securities, Warrants or Similar Rights As of June 30, 2025, there were 10,865,003 outstanding share options under the company's share option scheme adopted on March 28, 2022, entitling holders to subscribe for shares - Outstanding Share Options: As of June 30, 2025, there were 10,865,003 outstanding share options entitling holders to subscribe for shares[160][164] - Source: Under the share option scheme adopted on March 28, 2022[160][164] 9.7 Pre-emptive Rights Neither the company's bye-laws nor Bermuda law contains provisions for pre-emptive rights requiring the company to offer new shares proportionally to existing shareholders - No Pre-emptive Rights: Neither the company's bye-laws nor Bermuda law contains provisions for pre-emptive rights[161][165] 9.8 Purchase, Sale or Redemption of the Company's Listed Securities During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - No Securities Transactions: During the interim period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's or its subsidiaries' listed securities[162][166] Corporate Governance This section describes the company's corporate governance practices, including compliance with the GEM Listing Rules, the role of the Audit Committee, and any deviations from the Corporate Governance Code 10.1 Disclosure on Changes of Information of Directors In accordance with GEM Listing Rules, there were no changes in directors' positions or updated information during the interim period since the release of the 2024 annual report - No Changes in Directors' Information: Since the release of the 2024 annual report, there have been no changes in directors' positions or updated information during the interim period[168][172] 10.2 Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Mr. Liu Zhen Bang, reviews and monitors financial reporting principles, internal control procedures, and group results, having met twice this interim period to review unaudited consolidated results and confirm adequate staffing for accounting, finance, and internal control - Composition: Composed of three independent non-executive directors, including Mr. Wang Zhi He, Mr. Xu Yuan Jian, and Mr. Liu Zhen Bang (Chairman)[170][173] - Responsibilities: To review and monitor financial reporting principles and practices, internal control procedures and matters, and to review the Group's quarterly, interim, and annual results[169][173] - Meetings and Review: Two meetings were held during the interim period, and the unaudited consolidated results were reviewed[170][173] - Staff Adequacy: The Audit Committee believes the Group has employed sufficient staff to handle accounting, financial, and internal control work[171][173] 10.3 Compliance with Corporate Governance Code The group largely complied with the GEM Listing Rules' Corporate Governance Code during the interim period, with two deviations: non-executive directors lack fixed terms (but retire by rotation) and the Chairman and CEO roles are combined in Mr. Wang Zhong Sheng; the Board believes the current structure promotes efficient operations and will consider appointing an independent CEO, while all independent non-executive directors confirmed their independence and no non-compliance with the adopted code for directors' securities transactions was found - Compliance Status: Save as disclosed below, the Group has complied with the Corporate Governance Code[174][177] - Deviation from Code Provision A.4.1: Non-executive directors do not have fixed terms but are subject to retirement by rotation at annual general meetings; the Board believes this arrangement provides flexibility[175][177] - Deviation from Code Provision A.2.1: The Chairman (Mr. Wang Zhong Sheng) also oversees the Group's daily operations, and the Company has no "Chief Executive Officer" position; the Board believes this structure facilitates strong and consistent leadership and will continue to consider the feasibility of appointing an independent Chief Executive Officer[176][177][178][179][181][182] - Code of Conduct for Securities Transactions by Directors: The Company has adopted the relevant code, and no non-compliance was noted during the interim period[180][182] - Independent Directors: All independent non-executive directors have confirmed their independence, and the Company considers them to be fully independent[183][184]