中国基础能源(08117) - 2025 - 中期财报

GEM Features and Disclaimer The GEM market provides a listing platform for small and medium-sized enterprises, but this entails higher investment risks and market volatility, with no guarantee of high liquidity GEM Market Positioning and Risk Warning The GEM market offers a listing platform for small and medium-sized companies, but these companies typically carry higher investment risks and market volatility, with no assurance of high liquidity - The GEM market provides listing opportunities for small and medium-sized companies, but involves higher investment risks, greater market volatility, and no guaranteed liquidity[2] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for this report's content, make no representation as to its accuracy or completeness, and disclaim any liability for losses arising from reliance on it[2] Interim Results Summary The group's total revenue increased by 26.1% to HK$111.9 million, with loss attributable to owners narrowing to HK$8.348 million for the six months ended June 30, 2025 Financial Performance Summary For the six months ended June 30, 2025, the company's total revenue increased by 26.1% to approximately HK$111.9 million, and loss attributable to owners narrowed to approximately HK$8.348 million Interim Financial Summary 2025 | Metric | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 111,920 | 88,713 | +26.1% | | Loss Attributable to Owners of the Company | (8,348) | (10,740) | -22.3% | | Interim Dividend | Nil | Nil | - | Unaudited Consolidated Results The group's unaudited consolidated results for the period show improved financial performance with reduced losses and positive comprehensive income Unaudited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, group revenue grew 26.1% to HK$111.9 million, with loss for the period narrowing to HK$7.968 million, primarily due to increased revenue and positive exchange differences Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview | Metric | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 111,920 | 88,713 | +26.1% | | 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 Foreign 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 | (0.008) HK$ | (0.01) HK$ | Loss Narrowed | Unaudited Consolidated Statement of Financial Position As of June 30, 2025, the group's total assets increased to HK$780.8 million, with significant growth in current assets and cash and cash equivalents, while net assets remained stable Consolidated Statement of Financial Position Overview | Metric | June 30, 2025 (HK$ 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% | | Inventories | 2,946 | 6,299 | -53.2% | | Trade Receivables | 17,302 | 22,669 | -23.7% | | Cash and Cash Equivalents | 67,820 | 49,060 | +38.2% | | Total Assets | 780,780 | 756,306 | +3.2% | | Total Current Liabilities | 184,302 | 172,760 | +6.7% | | Bank Borrowings (Current) | 88,248 | 78,441 | +12.5% | | Total Non-current Liabilities | 334,140 | 322,184 | +3.7% | | Bank Borrowings (Non-current) | 256,393 | 252,221 | +1.6% | | Total Liabilities | 518,442 | 494,944 | +4.7% | | Net Assets | 262,338 | 261,362 | +0.4% | | Total Equity | 262,338 | 261,362 | +0.4% | Unaudited Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners slightly decreased, but total equity remained stable due to an increase in non-controlling interests and a positive shift in exchange reserve Consolidated Statement of Changes in Equity Overview | Metric | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 217,921 | 218,604 | -0.3% | | Non-controlling Interests | 44,417 | 42,758 | +3.9% | | Total Equity | 262,338 | 261,362 | +0.4% | | Exchange Reserve | 8,450 | 785 | +976.4% | | Accumulated Losses | (623,738) | (615,390) | Loss Widened | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash generated from operating activities significantly decreased, while investment activities shifted from cash outflow to inflow, leading to a notable increase in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows Overview | Metric | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 3,938 | 22,002 | -82.1% | | Net Cash Used in Investing Activities | 8,300 | (27,134) | From Outflow to Inflow | | Net Cash Generated from Financing Activities | 5,193 | 16,090 | -67.7% | | Net Increase in Cash and Cash Equivalents | 17,431 | 10,958 | +59.1% | | Cash and Cash Equivalents at End of Period | 67,820 | 41,535 | +63.3% | Notes to the Unaudited Condensed Consolidated Financial Statements These notes provide detailed information on the group's accounting policies, revenue breakdown, expenses, and financial position, supporting the unaudited condensed consolidated financial statements 1. Basis of Preparation and Significant Accounting Policies The group primarily engages in natural gas transportation and distribution, heat and biomass gasification product sales, and property investment in China, with interim financial statements prepared under HKFRS and new standards having no material impact - The Company's principal business is investment holding, with the Group primarily engaged in the transportation and distribution of natural gas, sales of heat and biomass gasification related products, and property investment in China[11] - These condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, adopting several new standards effective January 1, 2025, which have no material impact on current or prior period results and financial position[11][12][13] 2. Revenue Analysis For the six months ended June 30, 2025, total group revenue was HK$111.9 million, primarily from natural gas sales and distribution (HK$81.837 million) and heat and biomass gasification product sales (HK$15.4 million), with significant growth in natural gas transportation services revenue Revenue Source Analysis | Revenue Source | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Sales and Distribution of Natural Gas | 81,837 | 65,937 | +24.1% | | Sales of Heat 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% | 3. Other Income, Gains and Losses For the six months ended June 30, 2025, total other income and gains decreased to HK$1.254 million, mainly due to reduced miscellaneous and bank interest income, and fair value losses on trading investments Other Income, Gains and Losses | Item | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Bank Interest Income | 43 | 108 | -60.2% | | Miscellaneous Income | 1,228 | 1,694 | -27.5% | | Fair Value (Loss)/Gain on Financial Assets at FVTPL | (17) | 48 | From Gain to Loss | | Total | 1,254 | 1,850 | -32.2% | 4. Finance Costs For the six months ended June 30, 2025, group finance costs significantly increased by 73% to HK$8.829 million, primarily due to a substantial rise in interest on bank and other borrowings Components of Finance Costs | Item | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Interest on Bank 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 For the six months ended June 30, 2025, the group's loss before income tax was after deducting various expenses including depreciation, short-term lease expenses, and property management fees, with depreciation increasing Major Expense Items | Item | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 9,670 | 8,253 | +17.2% | | Short-term Lease Expenses | 270 | 372 | -27.4% | | Property Management Fees for Investment Properties | 1,638 | 1,443 | +13.5% | | Entertainment and Travel Expenses | 1,761 | 1,493 | +17.9% | | Research and Development Expenses | 1,063 | 1,130 | -6.0% | 6. Income Tax For the six months ended June 30, 2025, total income tax for the period was nil as Hong Kong subsidiaries generated no assessable profits, while Chinese subsidiaries are subject to a 25% corporate income tax rate - Total income tax for the period was nil, as Hong Kong subsidiaries generated no assessable profits[18] - The Company's PRC subsidiaries are subject to a uniform 25% corporate income tax rate[18] 7. Dividends Policy The Board recommended no interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board recommended no interim dividend for the six months ended June 30, 2025[19] 8. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners was HK$0.008, narrowing from HK$0.01 in the prior year, with basic and diluted losses being identical due to share option exercise prices Loss Per Share Data | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (HK$ 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 | (0.008) HK$ | (0.01) HK$ | - Basic and diluted loss per share were identical for the six months ended June 30, 2025 and 2024, as the exercise price of share options exceeded the average market price[23] 9. Reportable Segment Results The group operates four segments: natural gas sales and distribution, heat and biomass gasification product sales, natural gas transportation services, and property investment, with natural gas transportation services showing significant revenue growth and all segments achieving profit in H1 2025 H1 2025 Segment Revenue and Profit | Segment | Revenue from External Customers (HK$ Thousand) | Reportable Segment Profit (HK$ Thousand) | | :--- | :--- | :--- | | Sales and Distribution of Natural Gas | 81,837 | 5,382 | | Sales of Heat 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 | Segment | Revenue from External Customers (HK$ Thousand) | Reportable Segment Profit/(Loss) (HK$ Thousand) | | :--- | :--- | :--- | | Sales and Distribution of Natural Gas | 65,937 | 1,169 | | Sales of Heat 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 | - In H1 2025, natural gas transportation services revenue increased by 643.3% year-on-year, with all reportable segments achieving profit, reversing the losses in heat and biomass gasification product sales and natural gas transportation services segments in H1 2024[24][25] 10. Trade Receivables As of June 30, 2025, net trade receivables decreased to HK$17.302 million from year-end 2024, with a slight increase in impairment provisions, and the group maintains strict credit control with varying credit terms across businesses Trade Receivables Overview | Metric | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 23,301 | 27,240 | -14.4% | | Less: Impairment Provision | (5,999) | (5,826) | +3.0% | | Net Trade Receivables | 17,302 | 21,414 | -19.2% | | Bills Receivable | – | 1,255 | -100% | | Total | 17,302 | 22,669 | -23.7% | Ageing Analysis of Trade Receivables (Net of Impairment Losses) | Ageing | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Within 30 days | 8,908 | 21,899 | -59.3% | | Over 90 days | 8,263 | 578 | +1330.0% | - The Group grants credit terms of three and five working days after invoice date for biomass gasification products and natural gas sales respectively, no credit terms for heat and natural gas transportation services, and property investment tenants are required to pay rent in advance[28] 11. Trade Payables As of June 30, 2025, total trade payables slightly increased to HK$11.487 million from year-end 2024, with a significant rise in payables over 90 days Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Within 30 days | 3,878 | 8,174 | -52.6% | | Over 90 days | 6,713 | 2,249 | +198.5% | | Total | 11,487 | 11,129 | +3.2% | 12. Bank Borrowings and Loan Financing As of June 30, 2025, total bank borrowings increased to HK$344.6 million, primarily secured term loans, with an effective interest rate of 3.762% per annum, and various assets and guarantees serving as collateral Bank Borrowings Overview | Category | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Current Bank Borrowings | 88,248 | 78,441 | +12.5% | | Non-current Bank Borrowings | 256,393 | 252,221 | +1.6% | | Total | 344,641 | 330,662 | +4.2% | - As of June 30, 2025, the effective interest rate for interest-bearing borrowings was 3.762% per annum (2024: 4.113% per annum)[32] - Bank loans are secured by certain investment properties, property, plant and equipment, corporate guarantees from subsidiaries and non-controlling shareholders, independent third-party corporate guarantees, a legal charge from Ms. Ma Zheng (a substantial shareholder and director), and personal guarantees from Mr. Wei Buti (a director of a subsidiary) and his spouse[35] 13. Share Capital Structure As of June 30, 2025, the company's authorized share capital was HK$120 million, with issued and fully paid share capital of HK$63.999 million, comprising 1,023,987,439 ordinary shares of HK$0.0625 each, consistent with year-end 2024 Share Capital Overview | Category | Number of Shares (Thousand Shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized Share Capital (HK$0.0625 par value per share) | 1,920,000 | 120,000 | | Issued and Fully Paid Share Capital (HK$0.0625 par value per share) | 1,023,987 | 63,999 | 14. Operating Leases (as Lessor) As of June 30, 2025, the group's total undiscounted lease payments receivable as lessor for future periods decreased to HK$45.938 million, mainly due to reductions in receivables within one year and over five years Undiscounted Lease Payments Receivable | Period | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Within one year | 10,189 | 12,292 | -17.1% | | Over five years | 9,650 | 12,411 | -22.3% | | Total | 45,938 | 63,751 | -27.9% | 15. Capital Commitments As of June 30, 2025, the group's contracted but unprovided capital commitments for the acquisition of property, plant and equipment significantly increased to HK$23.058 million from year-end 2024 Capital Commitments Overview | Item | June 30, 2025 (HK$ Thousand) | Dec 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Contracted but not provided for: Acquisition of property, plant and equipment | 23,058 | 13,837 | +66.6% | Management Discussion and Analysis This section reviews the group's operational and financial performance, economic context, and strategic outlook, highlighting key business segments and future plans Business Review and Future Outlook The group's H1 2025 revenue grew 26.1%, driven by Yichang natural gas operations and increased natural gas trading; despite global economic challenges, domestic demand and natural gas essentiality mitigated impacts, with natural gas as a core growth engine Financial Performance For the six months ended June 30, 2025, the group's total revenue increased by 26.1% year-on-year, primarily driven by the full commencement of Yichang natural gas operations and increased natural gas trading - For the six months ended June 30, 2025, the Group's total revenue increased by 26.1% compared to the same period in 2024[39] - The increase in revenue primarily stemmed from the full commencement of Yichang natural gas operations and increased natural gas trading during the same period[39] Economic Overview In H1 2025, the global economy showed differentiated development with moderate US growth and weak Eurozone activity, while China's GDP grew 4.8% supported by manufacturing and clean energy, despite real estate and trade tensions - In H1 2025, the global economy exhibited differentiated development trends and persistent challenges, with the US maintaining moderate growth and Eurozone economic activity remaining weak[40] - China's GDP grew by approximately 4.8% year-on-year in H1 2025, supported by manufacturing output and clean energy investment, but faced headwinds from a sluggish real estate market and slow recovery in private consumption[41] Natural Gas Business The natural gas business benefits from China's accelerated energy transition, driving demand for LNG and pipeline gas, with ongoing "coal-to-gas" policies providing steady revenue and policy dividends - The Group's natural gas business benefits from China's accelerated energy transition, with increased demand for LNG and pipeline natural gas driving steady revenue[42] - Government's "coal-to-gas" policy continues to advance in power generation and heating sectors, creating policy dividends and reducing geopolitical volatility impacts[42] Biomass Gasification Heating Business The biomass gasification heating business in Huaining County, Anhui Province, performed stably in 2025, with expectations for full operation, substantial revenue generation, and achieving break-even in the near future - The biomass gasification heating business in Huaining County, Anhui Province, performed stably in 2025[43] - This segment is expected to achieve full operation and generate substantial revenue in the future, and is projected to reach break-even in the near future[43] Property Investment Business Yichang's property investment business continued to provide stable cash inflow in 2025, and despite a slight decline in rental income, it remains supported by local government development measures and is expected to be a key revenue contributor - Yichang's property investment business continued to provide stable cash inflow for the Group in 2025[44] - Although rental income slightly decreased due to overall real estate market performance, the sector remains supported by Yichang municipal government development measures[44] Continuing Connected Transactions The group's indirect non-wholly owned subsidiary entered a three-year natural gas transportation agreement with Yiling Zhongji Thermal Power Co., Ltd., with transportation fees comparable to market rates and deemed fair and reasonable - Yichang Zhongji Natural Gas Utilization Co., Ltd., an indirect non-wholly owned subsidiary of the Company, entered into a three-year natural gas transportation agreement with Yichang Yiling Zhongji Thermal Power Co., Ltd. to provide natural gas transportation services[45] - Yiling Zhongji Thermal Power is legally owned 90% by Beijing Jingneng Clean Energy Power Co., Ltd. and 10% by Zhongji Energy (Shenzhen) Co., Ltd., an indirect wholly-owned subsidiary of the Company[46] - Transportation fees are subject to annual review and determination at the beginning of each year, with an initial fee of RMB0.298 (approximately HK$0.325) per cubic meter of natural gas[46] Financial Review For the six months ended June 30, 2025, total group revenue increased by 26.1% to HK$111.9 million, loss before income tax narrowed to HK$7.968 million, and loss attributable to owners narrowed to HK$8.348 million, primarily due to increased revenue and gross profit Key Financial Performance Data | Metric | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 111,920 | 88,713 | +26.1% | | Unaudited 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 compared to the same period last year was primarily due to the increase in the Group's revenue and gross profit in 2025[47] - The Board will continue to implement stringent cost control measures, maintain a lean and efficient workforce structure, and prudently utilize the Group's corporate resources to create shareholder value[47] Business Outlook and Strategic Focus Despite global economic challenges like geopolitical risks and high interest rates, the group's business, relying on domestic demand and essential natural gas, is less directly impacted, and the Board will pursue prudent management and investment opportunities for long-term value - The global economy showed signs of stability in 2025, but geopolitical risks, tariffs, and a high-interest rate environment still require attention[48] - The Group's businesses, particularly natural gas transportation and distribution and property investment, are less directly and materially affected by the global economy due to their reliance on domestic demand and the essential nature of natural gas[48] - The Board and management are committed to adopting a prudent and cautious approach to managing the Group's operations and actively exploring all potential investment opportunities to enhance the Company's long-term value and ensure sustainable growth[48] Liquidity and Financial Resources As of June 30, 2025, the directors anticipate the group possesses sufficient financial resources to meet its ongoing operations and future development needs - As of June 30, 2025, the directors expect the Group to have sufficient financial resources to meet its ongoing operations and future development needs[49] Fundraising Activities The company did not undertake any fundraising activities during the review period - Except as disclosed above, the Company did not undertake any fundraising activities during the review period[50] Employee Information 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 for the six months, determined by performance, experience, and market practice - As of June 30, 2025, the Group had 9 full-time employees in Hong Kong and 150 in China[51] - For the six months ended June 30, 2025, total employee remuneration (including directors' emoluments) was approximately HK$11.741 million[51] Share Capital Structure As of June 30, 2025, the company's issued share capital consisted of 1,023,987,439 ordinary shares of HK$0.0625 each, listed on GEM of the Stock Exchange - As of June 30, 2025, the Company's issued share capital comprised 1,023,987,439 ordinary shares of HK$0.0625 each[52] Material Investments Apart from disclosed matters, the group made no other material investments during the review period - Except as disclosed above, the Group made no other material investments during the review period[53] Material Acquisitions and Disposals of Subsidiaries and Associates/Future Material Investment Plans For the six months ended June 30, 2025, the group did not undertake any material acquisitions or disposals of subsidiaries and associates - For the six months ended June 30, 2025, the Group made no material acquisitions or disposals of subsidiaries and associates[54] Segment Information 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 - Detailed segment information is available in Note 9 under "Notes to the Unaudited Condensed Consolidated Financial Statements" and further elaborated in the "Business Review and Future Outlook" section[55] Pledge of Group Assets and Contingent Liabilities As of June 30, 2025, certain group investment properties, land, and buildings were pledged as collateral for bank borrowings, with no material contingent liabilities - As of June 30, 2025, certain of the Group's investment properties, land, and buildings were pledged as collateral for the Group's bank borrowings[56] - The Group had no material contingent liabilities[56] Capital Gearing Ratio As of June 30, 2025, the group had current assets of HK$111.9 million, current liabilities of HK$184.3 million, total external borrowings of HK$344.6 million, and was in a net asset position with a capital gearing ratio of approximately 158% Capital Gearing Ratio Overview | Metric | June 30, 2025 (HK$ Thousand) | | :--- | :--- | | Current Assets | 111,951 | | Current Liabilities | 184,302 | | External Borrowings | 344,641 | | Equity Attributable to Owners of the Company | 217,921 | | Capital Gearing Ratio (Borrowings to Equity Attributable to Owners of the Company) | 158% | - The Group was in a net asset position as of June 30, 2025[57] Foreign Exchange Fluctuation Risk The group's sales and payments are settled in HKD and RMB, with primary operations in China, resulting in minimal foreign exchange risk and no current hedging arrangements, though exchange rate movements will be monitored - The Group's sales and payments are settled in HKD and RMB, with operations primarily conducted in China[58] - As the Group operates in China without import/export business, foreign exchange risk is minimal, and no hedging or other measures are currently in place for foreign currency risk[58] Directors' and Chief Executive's Interests and Short Positions This section details the long and short positions held by the company's directors and chief executive in the shares, underlying shares, and debentures of the company or its associated corporations Directors' and Chief Executive's Long Positions in Shares of the Company 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 held by directors or the chief executive Directors' and Chief Executive's Long Positions in Ordinary Shares of the Company | Name of Director | Nature of Interest | Number of Ordinary Shares | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Ms. Ma Zheng | Beneficial Owner | 373,951,632 | 36.52% | | Mr. Yuan Geng | Beneficial Owner | 19,320,633 | 1.89% | - Save as disclosed, as of June 30, 2025, none of the Company's directors and chief executive held any other interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations[60] Share Option Scheme This section outlines the company's share option scheme, including its purpose, eligible participants, terms, and the status of options granted or exercised during the period Details of Share Option Scheme The company's share option scheme, approved by shareholders on May 17, 2022, is valid for 10 years to reward contributors, with no options granted or exercised during the review period, and no outstanding options as of June 30, 2025 - The Share Option Scheme was approved by shareholders on May 17, 2022, and is valid and effective for a period of 10 years from the adoption date[61] - Eligible participants include full-time or part-time employees (including directors) and any suppliers, consultants, agents, and advisors whom the Board reasonably believes have contributed or can contribute to the Group[61] - The total number of shares that may be issued upon exercise of options shall not exceed 10% of the Company's total issued shares at the adoption date, unless the 10% scheme mandate limit is refreshed with renewed shareholder approval[63] - The Company did not grant or exercise any share options during the review period, and there were no outstanding share options as of June 30, 2025[64] Substantial Shareholders' Interests and Short Positions This section details the long and short positions held by substantial shareholders (holding 5% or more) in the company's shares and underlying shares Substantial Shareholders' Long Positions in Shares of the Company As of June 30, 2025, several substantial shareholders held 5% or more of the company's shares, including Ms. Guo Xiucen and associated companies (12.10%), Mr. Ji Shengzhi and Ms. Lu Ke and associated companies (10.74%), and Vanke Co., Ltd. and associated companies (9.09%) Substantial Shareholders' Long Positions in Ordinary Shares of the Company | Name of Shareholder | Nature of Interest | Number of Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Ms. Guo Xiucen | 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% | | Vanke Co., Ltd. | Corporate Interest | 93,089,767 | 9.09% | | Winmaxi (BVI) Company Limited | Beneficial Owner | 93,089,767 | 9.09% | - Zhuohua Investment Co., Ltd. is 80% beneficially owned by Dongcheng Energy Investment Co., Ltd. (100% beneficially owned by Ms. Guo Xiucen)[68] - Superb Holdings Limited is jointly owned by Ms. Lu Ke and Mr. Ji Shengzhi[68] - Winmaxi (BVI) Company Limited is a subsidiary of Vanke Co., Ltd.[68] Directors' Right to Acquire Shares This section confirms that no arrangements existed during the review period for directors or their associates to benefit from acquiring company shares or debentures Directors' Right to Acquire Shares During the review period, neither the company nor any of its subsidiaries participated in any arrangements enabling directors, their spouses, or minor children to benefit from acquiring shares or debentures of the company or any other body corporate - At no time during the period did the Company or any of its subsidiaries participate 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[69] Competing and Conflict of Interests This section confirms that no directors, substantial shareholders, or their associates engaged in any business competing with the group or had other conflicts of interest during the review period Competing and Conflict of Interests During the review period, no directors, substantial shareholders, major shareholders, or their respective associates engaged in any business that competed or might compete directly or indirectly with the group's business, nor were there any other conflicts of interest - During the review period, none of the directors, substantial shareholders, major shareholders, or their respective associates engaged in any business that constituted or might constitute direct or indirect competition with the Group's business, nor were there any other actual or potential conflicts of interest with the Group[70] Audit Committee This section describes the audit committee's role in reviewing financial controls, internal monitoring, risk management, and external auditor independence, and its composition Audit Committee Functions and Composition The Audit Committee is responsible for reviewing the group's financial controls, internal monitoring, and risk management systems, assessing external auditor independence, and reviewing financial statements, comprising three independent non-executive directors who reviewed the interim results - The Audit Committee's primary roles and functions include reviewing the Group's financial controls, internal monitoring, and risk management systems, reviewing and monitoring the independence and objectivity of external auditors and the effectiveness of audit processes, and reviewing the Group's financial statements and quarterly, interim, and annual reports[71] - During the review period, the Audit Committee comprised three independent non-executive directors of the Company: Mr. Wen Zixun, Mr. Zhong Zhanqiang, and Mr. Song Renke[71] Remuneration Committee This section details the remuneration committee's responsibilities for recommending and determining the remuneration policy and structure for executive directors and senior management, and its composition Remuneration Committee Functions and Composition The Remuneration Committee is responsible for considering and recommending the remuneration policy and structure for all executive directors and senior management, and for reviewing and determining their remuneration, comprising three independent non-executive directors during the review period - The Remuneration Committee's primary roles and functions include considering and recommending to the Board the remuneration policy and structure for all executive directors and senior management, and reviewing and determining their remuneration[72] - During the review period, the Remuneration Committee comprised three independent non-executive directors of the Company: Mr. Zhong Zhanqiang, Mr. Wen Zixun, and Mr. Song Renke[72] Nomination Committee This section outlines the nomination committee's responsibilities for reviewing board structure, assessing independent non-executive director independence, and recommending director appointments and re-appointments, along with its composition Nomination Committee Functions and Composition The Nomination Committee is responsible for annually reviewing the board's structure, assessing the independence of independent non-executive directors, and recommending director appointments and re-appointments, comprising three independent non-executive directors during the review period - The Nomination Committee's primary roles and functions include reviewing the Board's structure, size, and composition at least once a year, assessing the independence of independent non-executive directors, and making recommendations to the Board regarding the appointment and re-appointment of directors[73] - During the review period, the Nomination Committee comprised three independent non-executive directors of the Company: Mr. Zhong Zhanqiang, Mr. Wen Zixun, and Mr. Song Renke[73] Purchase, Sale or Redemption of Securities This section confirms that neither the company nor its subsidiaries engaged in any redemption, purchase, or sale of the company's ordinary shares during the review period Securities Trading Activities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries redeemed, purchased, or sold any of the company's ordinary shares - The Company did not redeem any of its ordinary shares for the six months ended June 30, 2025[74] - Neither the Company nor any of its subsidiaries purchased or sold any of the Company's ordinary shares for the six months ended June 30, 2025[74] Compliance with Corporate Governance Code This section details the company's adherence to the GEM Listing Rules' Corporate Governance Code, noting a deviation regarding the separation of Chairman and CEO roles, but affirming accountability through the Audit Committee Corporate Governance Code Compliance The company complied with all principles and code provisions of the GEM Listing Rules' Corporate Governance Code during the review period, except for code provision C.2.1 (separation of Chairman and CEO roles), which is mitigated by an Audit Committee of independent non-executive directors - The Company applied and complied with all principles and code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the GEM Listing Rules for the six months ended June 30, 2025, except for code provision C.2.1[75] - The Company does not have a "Chief Executive Officer" position, and the Chairlady, Ms. Ma Zheng, also serves as a director of some of the Company's operating subsidiaries, which deviates from code provision C.2.1[75] - The Board considers this arrangement appropriate and believes it does not compromise accountability and independent decision-making, as the Company has an Audit Committee composed entirely of independent non-executive directors, which helps ensure Ms. Ma Zheng's accountability and independence[75] Code of Conduct for Securities Transactions by Directors This section confirms the company's adoption of a code of conduct for directors' securities transactions, which is no less exacting than GEM Listing Rules, and all directors' compliance during the review period Directors' Securities Trading Code Compliance The company adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules, and all directors confirmed compliance throughout the six months ended June 30, 2025 - The Company has adopted a code of conduct for directors' securities transactions that is no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[76] - Following specific enquiries with all directors, all directors confirmed their compliance with the adopted required standard of dealings and the code of conduct for directors' securities transactions throughout the six months ended June 30, 2025[76] By Order of the Board This section lists the composition of the Board of Directors as of the report date, including executive, non-executive, and independent non-executive directors Board Composition As of the report date, the Board comprised executive directors Ms. Ma Zheng and Mr. Yuan Geng, non-executive director Mr. Ji Jianghua, and independent non-executive directors Mr. Wen Zixun, Mr. Zhong Zhanqiang, and Mr. Song Renke - As of the date of this report, the Board comprised executive directors Ms. Ma Zheng and Mr. Yuan Geng, non-executive director Mr. Ji Jianghua, and independent non-executive directors Mr. Wen Zixun, Mr. Zhong Zhanqiang, and Mr. Song Renke[78]