GEM Market Characteristics The GEM market provides a listing platform for high-investment-risk companies, suitable for professional and sophisticated investors Characteristics of the Growth Enterprise Market The HKEX GEM market positions itself as a listing platform for high-investment-risk companies, suitable for professional and sophisticated investors, with securities potentially facing higher market volatility and no guarantee of high liquidity - The GEM market is positioned as a listing platform for high-investment-risk companies, suitable for professional and sophisticated investors27 - GEM securities may be subject to significant market volatility and do not guarantee high liquidity37 CORPORATE INFORMATION This section details the company's governance structure, key personnel, and registered offices BOARD OF DIRECTORS The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Mr Wang Zhong Sheng serving as Chairman - The Board of Directors includes executive directors Wang Zhong Sheng (Chairman), Chang Jian, Wang Chen, Chen Yikai, Liang Zhihao; non-executive director Li Siliang; and independent non-executive directors Liu Zhenbang, Wang Zhihe, and Xu Yuanjian1011 COMMITTEES The company has an Audit Committee, Nomination Committee, and Remuneration Committee, each chaired by an independent non-executive director - The Audit Committee is chaired by Mr Liu Zhenbang, with members including Mr Wang Zhihe and Mr Xu Yuanjian1011 - The Nomination Committee is chaired by Mr Wang Zhihe, with members including Mr Liu Zhenbang, Mr Xu Yuanjian, and Ms Li Siliang (appointed on July 2, 2025)1011 - The Remuneration Committee is chaired by Mr Liu Zhenbang, with members including Mr Wang Zhihe and Mr Xu Yuanjian1213 COMPANY SECRETARY & COMPLIANCE OFFICER Mr Xie Jinli serves as Company Secretary, and Mr Wang Zhong Sheng serves as Compliance Officer and one of the authorized representatives - The Company Secretary is Mr Xie Jinli1213 - The Compliance Officer is Mr Wang Zhong Sheng1213 - The Authorized Representatives are Mr Wang Zhong Sheng and Mr Xie Jinli1213 REGISTERED & PRINCIPAL OFFICES The company's registered office is in Bermuda, with its principal place of business and head office located in Tsuen Wan, Hong Kong - Hong Kong Head Office and Principal Place of Business: Unit 20, 19/F, Tsuen Fat Commercial Building, 362 Sha Tsui Road, Tsuen Wan, Hong Kong1213 - Registered Office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda1213 REGISTRARS & AUDITOR The company's principal share registrar is in Bermuda, its Hong Kong branch is Tricor Tengis Limited, and its auditor is Zhong Rui He Xin Certified Public Accountants Limited - Principal Share Registrar: Codan Services Limited14 - Hong Kong Share Registrar: Tricor Tengis Limited15 - Auditor: Zhong Rui He Xin Certified Public Accountants Limited15 - Principal Banker: Bank of China (Hong Kong) Limited15 - Stock Code: 0827015 FINANCIAL HIGHLIGHTS This section provides an overview of the company's key financial performance indicators Key Financial Performance For the six months ended June 30, 2025, the company's revenue significantly decreased by 52.1% to RMB 57.5 million, resulting in a loss attributable to shareholders of RMB 11.1 million and a loss per share of RMB 2.85 cents, with no dividend recommended Key Financial Data for Interim 2025 | Metric | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 57,520 | 120,057 | -52.1% | | Loss attributable to shareholders | (11,116) | (4,113) | 170.3% (Loss widened) | | Loss per share | 2.85 cents | 1.05 cents | 171.4% (Loss widened) | | Dividend | Not recommended | Nil | - | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section presents the company's condensed consolidated income, comprehensive income, financial position, cash flow, and equity statements CONDENSED CONSOLIDATED INCOME STATEMENT For the six months ended June 30, 2025, the company experienced a significant decline in revenue, leading to reduced gross profit, increased administrative expenses, and an expanded loss for the period of RMB 11.116 million Condensed Consolidated Income Statement (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 57,520 | 120,057 | -52.1% | | Cost of sales | (49,147) | (105,362) | -53.3% | | Gross profit | 8,373 | 14,695 | -43.1% | | Other income and gains or losses | 1,046 | 85 | 1130.6% | | Selling and distribution costs | (2,038) | (1,959) | 4.0% | | Administrative and other expenses | (19,096) | (14,687) | 30.0% | | Finance costs | (511) | (463) | 10.4% | | Loss before taxation | (12,226) | (2,329) | 424.9% (Loss widened) | | Income tax credit/(expense) | 1,110 | (1,784) | - | | Loss for the period | (11,116) | (4,113) | 170.3% (Loss widened) | | Basic loss per share | (2.85) cents | (1.05) cents | 171.4% (Loss widened) | CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended June 30, 2025, the company's loss for the period was RMB 11.116 million, which, combined with exchange differences on foreign currency translation, resulted in an expanded total comprehensive loss of RMB 12.036 million Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Loss for the period | (11,116) | (4,113) | 170.3% (Loss widened) | | Exchange differences on translation of financial statements of foreign entities | (920) | (718) | 28.1% (Loss widened) | | Total comprehensive loss for the period | (12,036) | (4,831) | 149.1% (Loss widened) | CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of June 30, 2025, the company's total assets slightly increased, but net current liabilities expanded, leading to a decrease in net assets and total equity Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 252,629 | 237,193 | 6.59% | | Current assets | 90,323 | 90,556 | -0.26% | | Total assets | 342,952 | 327,749 | 4.64% | | Current liabilities | 229,121 | 201,725 | 13.58% | | Net current liabilities | (138,798) | (111,169) | 24.85% (Liabilities widened) | | Non-current liabilities | 2,815 | 2,972 | -5.28% | | Net assets | 111,016 | 123,052 | -9.78% | | Total equity | 111,016 | 123,052 | -9.78% | CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended June 30, 2025, the company experienced reduced cash inflow from operating activities and a shift from inflow to outflow in financing activities, resulting in a net decrease in cash and bank balances Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Cash inflow from operating activities | 4,482 | 8,623 | -48.02% | | Cash outflow from investing activities | (178) | (5,567) | -96.80% (Outflow decreased) | | Cash (outflow)/inflow from financing activities | (5,332) | 9,557 | - (Shift from inflow to outflow) | | Net (decrease)/increase in cash and bank balances | (1,028) | 12,613 | - (Shift from increase to decrease) | | Cash and bank balances (end of period) | 47,456 | 58,057 | -18.26% | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended June 30, 2025, the company's equity attributable to equity holders decreased from RMB 127.269 million at the beginning of the year to RMB 115.233 million due to loss for the period and exchange differences Condensed Consolidated Statement of Changes in Equity (As of June 30) | Metric | Jan 1, 2025 (RMB thousands) | Loss for the period (RMB thousands) | Other comprehensive expense (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | 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 notes on the basis of financial statement presentation, application of new standards, revenue, taxation, and other financial items Basis of presentation of financial statements The unaudited financial statements are prepared in accordance with generally accepted accounting principles in Hong Kong and reviewed by the Audit Committee, with the Group's primary business activities conducted in RMB - The financial statements are prepared in accordance with generally accepted accounting principles in Hong Kong and accounting standards issued by the Hong Kong Institute of Certified Public Accountants, presented under the historical cost convention2528 - The unaudited consolidated results for the six months ended June 30, 2025, have been reviewed by the company's Audit Committee2628 - The Group primarily operates in China, with business activities mainly conducted in RMB, hence the results are presented in RMB2728 Application of New and Revised Hong Kong Financial Reporting Standards The application of new and revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial performance or position this period, but the Group is still assessing the impact of future new standards - The application of new and revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial performance and position this period2933 - The Group is assessing the potential impact of new and revised standards, amendments, or interpretations not yet effective on future operating results and financial position3133 Revenue and segment information The company's main businesses are liquefied coalbed methane production and sales, and pipeline natural gas sales; for the six months ended June 30, 2025, liquefied coalbed methane sales significantly decreased, while pipeline natural gas sales increased, but total revenue still fell by 52.1% year-on-year - The company's main businesses are liquefied coalbed methane production and sales (including providing coalbed methane liquefaction processing services) and pipeline natural gas sales3234 Revenue Composition (For the six months ended June 30) | Revenue Category | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Liquefied coalbed methane sales | 37,228 | 108,150 | -65.6% | | Pipeline natural gas sales | 20,292 | 11,907 | 70.4% | | Total Revenue | 57,520 | 120,057 | -52.1% | | Bank deposit interest income | 31 | 8 | 287.5% | | Other income | 1,015 | 77 | 1218.2% | | Total other income and gains or losses | 1,046 | 85 | 1130.6% | - The Group's revenue and assets primarily derive from and relate to its liquefied coalbed methane business in China, with other segments being immaterial, thus no geographical segment information is presented3536 Loss before taxation For the six months ended June 30, 2025, the company's loss before taxation was primarily influenced by increased staff costs and decreased depreciation expenses Loss Before Taxation Composition (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 12,981 | 10,819 | 19.99% | | Depreciation of property, plant and equipment | 7,077 | 14,543 | -51.34% | Income tax The company is not subject to profits tax in Hong Kong, while its Chinese subsidiaries are subject to a 25% corporate income tax rate, and an income tax credit was recorded for the current period - Hong Kong profits tax is calculated at 16.5%, but the Group was not subject to Hong Kong profits tax for this interim period4043 - Chinese subsidiaries are subject to a corporate income tax rate of 25%4144 - There were no significant unprovided deferred taxes for this interim period4244 Dividends The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any interim dividend for this interim period (2024 corresponding period: nil)4647 Loss per share For the six months ended June 30, 2025, the company's basic loss per share was RMB 2.85 cents, an increase from the prior year, with no diluted loss per share presented Loss Per Share Calculation (For the six months ended June 30) | Metric | 2025 (RMB thousands/share) | 2024 (RMB thousands/share) | | :--- | :--- | :--- | | Loss attributable to equity holders of the Company | (11,116) | (4,113) | | Weighted average number of ordinary shares used in calculating basic loss per share (thousands of shares) | 390,451 | 390,451 | | Basic loss per share | (2.85) cents | (1.05) cents | - 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, 20245052 Additions and disposals of property, plant and equipment During this interim period, the Group acquired property, plant and equipment totaling approximately RMB 23.045 million, a significant increase from the prior year, with no material disposals - During this interim period, the Group acquired property, plant and equipment of approximately RMB 23,045,000 (2024 corresponding period: approximately RMB 1,419,000)5153 - There were no major disposals during this interim period (2024 corresponding period: nil)5153 Trade and other receivables As of June 30, 2025, the Group's total trade and other receivables increased to RMB 34.170 million, with a significant rise in trade receivables and a notable increase in receivables within one month Trade and Other Receivables (As of June 30) | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade receivables | 4,180 | 828 | 404.83% | | Prepayments and other receivables | 26,365 | 23,298 | 13.16% | | Other recoverable taxes | 3,625 | 4,464 | -18.79% | | Total | 34,170 | 28,590 | 19.52% | Ageing Analysis of Trade Receivables and Bills Receivable (By invoice date, as of June 30) | Ageing | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 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 | Trade and other payables As of June 30, 2025, the Group's total trade and other payables increased to RMB 197.618 million, driven by a significant rise in accrued expenses and other payables, with a notable increase in trade payables due after 12 months Trade and Other Payables (As of June 30) | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 40,431 | 35,440 | 14.08% | | Accrued expenses and other payables | 156,616 | 124,328 | 25.97% | | Other taxes payable | 571 | 640 | -10.80% | | Total | 197,618 | 160,408 | 23.20% | Ageing Analysis of Trade Payables (By invoice date, as of June 30) | Ageing | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 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 | Bank and other borrowings As of June 30, 2025, the Group's total bank and other borrowings amounted to RMB 20.400 million, a decrease from the end of 2024, primarily consisting of secured bank loans and unsecured other loans due within one year Bank and Other Borrowings (As of June 30) | Borrowing Type | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Secured bank loans repayable within 1 year or on demand | 10,000 | 13,000 | -23.08% | | Unsecured other loans repayable within 1 year or on demand | 10,400 | 10,400 | 0.00% | | Total | 20,400 | 23,400 | -12.82% | - Secured bank loans bear interest at annual rates ranging from 3.1% to 3.45%63 - Unsecured other loans refer to loans payable to non-controlling shareholders of Chinese subsidiaries, bearing interest at a fixed annual rate of 4.35%63 Share capital As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged at 2,500,000 thousand shares and 390,451 thousand shares, respectively Share Capital Composition (As of June 30) | Share Capital Type | June 30, 2025 Number of Shares (thousands) | June 30, 2025 Total Par Value (RMB thousands) | Dec 31, 2024 Number of Shares (thousands) | Dec 31, 2024 Total Par Value (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | 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 | Commitments As of June 30, 2025, the Group's contracted but unprovided capital expenditure in the financial statements amounted to RMB 8.806 million, primarily for the acquisition of property, plant and equipment and construction in progress Capital Commitments (As of June 30) | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Capital expenditure contracted but not provided for in the financial statements | 8,806 | 15,636 | -43.70% | MANAGEMENT DISCUSSION AND ANALYSIS This section discusses the company's financial performance, business operations, liquidity, and future outlook FINANCIAL REVIEW For this interim period, the Group's consolidated turnover decreased by 52.1% year-on-year to RMB 57.5 million, resulting in a loss attributable to shareholders of approximately RMB 11.1 million, primarily due to the suspension of liquefied coalbed methane production for upgrades and increased administrative expenses Financial Performance Overview (For the six months ended June 30) | Metric | 2025 (RMB millions) | 2024 (RMB millions) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Consolidated turnover | 57.5 | 120.1 | -52.1% | | Loss attributable to shareholders | 11.1 | 4.1 | 170.7% (Loss widened) | - The decrease in revenue was primarily due to a subsidiary suspending liquefied coalbed methane production in May 2025 for comprehensive renovation and upgrade of its liquefaction machinery and equipment6971 - Administrative expenses increased from RMB 14.6 million to RMB 19.1 million, mainly driven by the expansion of the Board of Directors (an increase of approximately RMB 2.0 million in directors' emoluments) and increased R&D costs for newly established wholly-owned subsidiaries70717274 BUSINESS REVIEW AND DEVELOPMENT PROSPECTS The Group continues to develop gas field blocks, increasing coalbed methane well numbers, but liquefied business production is suspended for technical upgrades due to equipment wear; market sales are affected by the economic environment, showing a downward trend in prices, while the Group focuses on upstream coalbed methane exploration and seeks financing for drilling projects - Huiyang New Energy holds interests in coalbed methane assets in Shanxi Province, China, with the Yangcheng area covering approximately 96 square kilometers, primarily developing coal seams No 3 and No 157375 Coalbed Methane Asset Reserve Changes (As of June 30) | Reserve Type | June 30, 2025 (billion cubic feet) | March 31, 2012 (billion cubic feet) | | :--- | :--- | :--- | | Original gas-in-place 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 | - As of June 30, 2025, the Group had completed surface construction and drilling for 235 coalbed methane wells, with 170 wells in production and stable operation8486 - Wholly-owned subsidiary Shuntai Company suspended liquefied coalbed methane production on May 18, 2025, for comprehensive renovation and upgrade of its liquefaction machinery and equipment, with an average daily production of approximately 162,000 cubic meters in Q1 20258587 - Marketing and sales business systems and strategies remained largely consistent, but sales prices showed a downward trend due to the overall economic environment, impacting sales performance8890 Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group's net assets were approximately RMB 111.016 million, with cash and bank balances of approximately RMB 47.456 million, and a capital-to-debt ratio of approximately 17.70%, with plans to accelerate natural gas drilling projects through financing Liquidity Overview (As of June 30) | Metric | June 30, 2025 (RMB thousands) | | :--- | :--- | | 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 high leverage financing arrangements8991 - The Group plans to accelerate natural gas drilling projects once sufficient funding is secured in the future (whether through internal cash flow or financing)9294 - Apart from planned investments in upstream coalbed methane exploration and extraction, the Group has no other plans for acquisitions, investments, disposals, or scaling down existing businesses9294 Interim dividend The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any interim dividend for this interim period (2024 corresponding period: nil)9395 Employees As of June 30, 2025, the Group employed 236 staff, with staff costs of approximately RMB 12.981 million, and remuneration policy primarily based on individual performance Employee Composition and Costs (As of June 30) | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total employees | 236 persons | - | | R&D personnel | 23 persons | - | | Engineering and customer service personnel | 122 persons | - | | Administrative personnel | 86 persons | - | | Marketing and sales personnel | 5 persons | - | | Staff costs (including directors' emoluments) | RMB 12,981,000 | RMB 10,819,000 | - The Group's remuneration and bonus policy is primarily determined by individual employee performance, with continuous provision of professional development and training opportunities9699 Risk in Foreign Exchange Most of the Group's transactions are denominated in their respective functional currencies, and the directors consider foreign exchange risk to be immaterial - Most of the revenue received and expenses incurred by the Group's entities are denominated in their respective functional currencies97100 - The directors consider the foreign exchange risk faced by the Group to be immaterial97100 Significant investment, material acquisitions and disposal of subsidiaries Except as disclosed in this report, the Group had no significant investments, material acquisitions, or disposals of subsidiaries and associates during this interim period - Except as disclosed in this report, the Group had no significant investments, material acquisitions, or disposals of subsidiaries and associates during this interim period98101 Outlook The Group is committed to R&D of hydrocarbon-to-natural gas technology and has discovered 'thermal recovery technology' to increase upstream wellhead gas output, which are expected to become new profit growth points and ensure stable gas supply for LNG plants, with strong natural gas market demand driven by environmental concerns - Since 2016, the Group has independently researched and developed a hydrocarbon-to-natural gas project (ultra-high temperature steam-induced coal mineral accelerated metamorphism and hydrocarbon generation technology), entering the industrialization scale-up design phase in the second half of 2019102103 - R&D progress was slow due to the pandemic, with small-scale pilot equipment completed in June 2024, but domestic heat-resistant steel could not achieve stable long-term operation at 1,100°C; in January 2025, the Group shifted its R&D focus to lowering reaction temperatures, and has now largely achieved a 1,000°C reaction environment102103 - During R&D, the Group discovered 'thermal recovery technology' for accelerated metamorphism and hydrocarbon generation, reserve increase, and production enhancement of underground coal minerals in coalbed methane fields, which is expected to positively impact upstream wellhead gas output104106 - This technology and 'thermal recovery technology' are expected to become new profit growth points for the Group, ensuring stable gas supply for liquefied natural gas plants and reducing external factors and operational risks105106 - As environmental concerns increase, highly polluting energy sources will be phased out faster by the market, and natural gas market demand will maintain strong growth momentum107109 DIRECTORS' AND SHAREHOLDERS' INTERESTS This section details the interests and short positions of directors and substantial shareholders in the company's shares and debentures 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 Mr Wang Zhong Sheng holding a 73.93% beneficial interest and a 0.58% interest through a controlled corporation Directors' Long Positions in the Company's Shares (As of June 30) | Name | Capacity | Nature of Interest | Number of Shares/Underlying Shares | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr Wang Zhong Sheng | Interest in controlled corporation | Corporate interest | 2,264,812 | 0.58% | | Mr Wang Zhong Sheng | 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 Zhihao | Option grantee | Personal | 800,000 | 0.2% | | Ms Li Siliang | Beneficial owner | Personal | 487,500 | 0.12% | - Mr Wang Zhong Sheng holds an interest in 2,264,812 shares through Baolian Investment Limited, which is wholly owned by him113114 - Mr Liang Zhihao holds an interest as an option grantee to subscribe for 800,000 shares under the new share option scheme adopted on March 28, 2022116 - Save as disclosed above, as at June 30, 2025, none of the directors or chief executive had any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations117118 SUBSTANTIAL SHAREHOLDERS AND PERSONS WITH DISCLOSEABLE INTEREST AND SHORT POSITION IN SHARES AND OPTIONS UNDER SFO As of June 30, 2025, apart from the directors, Ms Zhao Xin, as Mr Wang Zhong Sheng's spouse, is deemed to have an interest in 290,926,252 shares of the Company, representing 74.51% of the total share capital Substantial Shareholders' Long Positions in Shares (As of June 30) | Name | Number of Shares | Nature of Interest | Approximate % 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 interest121 - Save as disclosed above, no other persons had any interests or short positions in the shares and underlying shares of the Company121 DIRECTORS' AND CHIEF EXECUTIVE'S RIGHTS TO ACQUIRE SHARES OR DEBENTURES Except for the disclosed directors' share interests and share option schemes, no rights to acquire benefits by purchasing the company's shares or debentures were granted to or exercised by any director, their spouse/minor children, or chief executive during this interim period - Save for the disclosed directors' share interests and share option schemes, no rights to acquire benefits by purchasing the Company's shares or debentures were granted to or exercised by any director or their spouse/minor children or chief executive during this interim period122124 - Neither the Company nor any of its subsidiaries has entered into any arrangements that would enable directors to acquire such rights in any other body corporate122124 DIRECTORS' AND CONTROLLING SHAREHOLDERS' INTERESTS IN COMPETING BUSINESS From the listing date to 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 - From the listing date to the date of this report, the directors are unaware of any business or interests held by directors, controlling shareholders, or their close associates that constitute or may constitute competition with the Group's business123125 - Nor are they aware of any other conflicts of interest existing or potentially existing between any such persons and the Group123125 SHARE OPTION SCHEME This section provides an overview of the company's share option schemes, including their terms, limits, and current status Overview of Share Option Schemes The company's previous share option scheme adopted in 2011 expired in 2021, with all options lapsed; a new scheme adopted in 2022 aims to incentivize eligible participants and is valid until March 27, 2032 - The previous share option scheme expired on May 18, 2021, with all 32,119,074 share options lapsed and no options remaining outstanding126128 - The new share option scheme was adopted on March 28, 2022, with a validity period of 10 years, expiring on March 27, 2032127128 - The new share option scheme aims to grant share options to selected eligible participants as a reward or return for their contributions or potential contributions129131 - Eligible participants include full-time/part-time employees, consultants/advisors, and directors of any member company of the Group129131 Scheme Limits and Terms As of June 30, 2025, the number of options available for grant under the new share option scheme is zero; the maximum quota for each participant cannot exceed 1% of issued shares, and the subscription price must not be lower than the highest of the closing price on the offer date, the average closing price of the preceding five business days, and the par value of the shares - As of June 30, 2025, the number of share options available for grant under the scheme mandate of the new share option scheme was zero shares130132 - The maximum quota for each participant under the new share option scheme shall not exceed 1% of the issued shares133136 - 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 grant134136 - Grantees are required to pay a nominal consideration of HKD 1.00 upon acceptance of the share option135136 - The subscription price for shares shall not be less than the highest of the closing price on the offer date, the average closing price for the five (5) consecutive business days immediately preceding the offer date, and the par value of the shares on the offer date137138 Share Option Information As of June 30, 2025, the company had 10,865,003 outstanding share options with a weighted average exercise price of HKD 0.455, all of which are immediately exercisable Share Option Overview (As of June 30) | Category of Participants | Jan 1, 2025 (options) | Granted during the period (options) | Exercised during the period (options) | Cancelled/Lapsed during the period (options) | June 30, 2025 (options) | | :--- | :--- | :--- | :--- | :--- | :--- | | Executive Director (Mr Liang Zhihao) | 800,000 | – | – | – | 800,000 | | Employees | 8,190,003 | – | – | – | 8,190,003 | | Corporate Finance Advisor | 1,875,000 | – | – | – | 1,875,000 | | Total | 10,865,003 | – | – | – | 10,865,003 | - All granted share options are immediately vested, with a contractual term of 10 years143 Number of Share Options and Weighted Average Exercise Price (As of June 30) | Status | Weighted Average Exercise Price (HKD) | Number of Share Options (options) | | :--- | :--- | :--- | | Outstanding as of Jan 1, 2025 | 0.455 | 10,865,003 | | Outstanding as of June 30, 2025 | 0.455 | 10,865,003 | | Exercisable as of June 30, 2025 | 0.455 | 10,865,003 | OTHER INFORMATION This section covers various additional disclosures including contingent liabilities, capitalized interest, future investment plans, asset charges, and post-balance sheet events CONTINGENT LIABILITIES As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities147151 AMOUNT OF CAPITALISED INTEREST Except as disclosed in this report, the Group did not capitalize any interest during this interim period - Except as disclosed in this report, the Group did not capitalize any interest during this interim period148152 FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS As of June 30, 2025, and December 31, 2024, the Group had no other plans for material investments or capital assets - As of June 30, 2025, and December 31, 2024, the Group had no other plans for material investments and capital assets149153 CHARGES ON GROUP ASSETS As of June 30, 2025, the Group's owner-occupied buildings and leasehold land use rights were pledged as collateral for bank borrowings Overview of Pledged Assets (As of June 30) | Asset Type | Carrying Amount (RMB thousands) | | :--- | :--- | | Owner-occupied buildings (before impairment) | 8,847 | | Leasehold land use rights | 7,797 | - The above assets were pledged as security for bank borrowings granted to the Group150154 EVENTS AFTER BALANCE SHEET DATE From June 30, 2025, to the date of this report, the Board of Directors is unaware of any significant events requiring disclosure, other than those already disclosed herein - From June 30, 2025, to the date of this report, save as disclosed in this report, the Board of Directors is not aware of any significant events that have occurred and require disclosure155160 CONVERTIBLE SECURITIES, WARRANTS OR SIMILAR RIGHTS As of June 30, 2025, the company had 10,865,003 outstanding share options under the share option scheme adopted on March 28, 2022, entitling holders to subscribe for shares - As of June 30, 2025, the Company had 10,865,003 outstanding share options under the share option scheme adopted on March 28, 2022, entitling holders to subscribe for shares156160 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 - 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 shareholders157161 PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES During this interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's or its subsidiaries' listed securities - During this interim period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's or its subsidiaries' listed securities158162 COMMITMENTS (Re-reference) Details of the Group's commitments as of June 30, 2025, are provided in Note 13 to the unaudited condensed consolidated financial statements - Details of the Group's commitments as of June 30, 2025, are set out in Note 13 to the unaudited condensed consolidated financial statements159163 CORPORATE GOVERNANCE This section outlines the company's corporate governance practices, including board changes, audit committee functions, and compliance with governance codes DISCLOSURE ON CHANGES OF INFORMATION OF DIRECTORS Since the release of the company's 2024 annual report, there have been no changes or updates to director positions during this interim period - Since the release of the Company's 2024 annual report, there have been no changes or updates to director positions during this interim period164168 AUDIT COMMITTEE The company's Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring financial reporting and internal controls, and has reviewed the unaudited consolidated results for this interim period - The Audit Committee comprises three independent non-executive directors: Mr Wang Zhihe, Mr Xu Yuanjian, and Mr Liu Zhenbang (Chairman)166169 - Its primary responsibilities include reviewing and monitoring the Group's financial reporting principles, practices, internal control procedures, and related matters165169 - During this interim period, the Audit Committee held two meetings and reviewed the Group's unaudited consolidated results166169 - The Audit Committee believes that the Group has employed sufficient staff to handle accounting, finance, and internal control functions167169 CORPORATE GOVERNANCE COMPLIANCE The Group complied with the Corporate Governance Code during this interim period, with two deviations: independent non-executive directors lack fixed terms, and the roles of Chairman and Chief Executive are combined in Mr Wang Zhong Sheng; the company has adopted a code of conduct for directors' securities transactions and confirmed the independence of all independent non-executive directors - The Group complied with the code provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 of the GEM Listing Rules during this interim period, with two deviations170173 - Deviation from Code Provision A.4.1: Independent non-executive directors do not have fixed terms but are subject to retirement by rotation at annual general meetings171173 - Deviation from Code Provision A.2.1: The roles of Chairman (Mr Wang Zhong Sheng) and Chief Executive are combined in the same person, and the company has no independent Chief Executive172173174177 - The company will continue to consider the feasibility of appointing a separate Chief Executive175178 - The company has adopted a code of conduct regarding directors' securities transactions, and no non-compliance was found during this interim period176178 - The company has received confirmation of independence from each independent non-executive director and considers all its independent non-executive directors to be independent179180
中国煤层气(08270) - 2025 - 中期财报