协鑫新能源(00451) - 2025 - 中期业绩

Financial Highlights The company's revenue increased by 31.86% year-on-year for the six months ended June 30, 2025, but loss attributable to owners expanded by 100%, with a significant increase in loss per share Six Months Ended June 30 Financial Highlights | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Revenue | 654 | 496 | | Loss Attributable to Owners of the Company | (348) | (174) | | Basic Loss Per Share (RMB cents) | (23.42) | (14.14) | | Diluted Loss Per Share (RMB cents) | (23.42) | (14.14) | - For the six months ended June 30, 2025, the company's revenue increased by 31.86% year-on-year, but loss attributable to owners of the company expanded by 100% year-on-year, with a significant increase in loss per share[4] Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company's loss significantly expanded during the period, primarily due to a substantial increase in net impairment losses under the expected credit loss model, despite revenue growth and reduced finance costs Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 654,088 | 496,473 | | Gross Profit | 75,251 | 70,230 | | Net Impairment Losses under Expected Credit Loss Model | (295,655) | (70,849) | | Finance Costs | (22,136) | (39,426) | | Loss for the Period | (240,111) | (74,352) | | Loss Attributable to Owners of the Company | (348,394) | (174,452) | - Revenue increased by 31.77% year-on-year, and gross profit increased by 7.15% year-on-year[5] - Net impairment losses under the expected credit loss model significantly increased from RMB 70,849 thousand to RMB 295,655 thousand, which is the primary reason for the expanded loss for the period[5] Condensed Consolidated Statement of Financial Position The company's asset structure underwent significant changes, with a substantial increase in non-current assets primarily due to growth in interests in joint ventures, while current assets decreased, leading to a reduction in net current assets Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current Assets | 5,042,380 | 3,815,256 | | Current Assets | 1,747,279 | 2,178,975 | | Net Current Assets | 1,174,938 | 1,568,225 | | Total Equity | 5,037,553 | 4,828,764 | - Interests in joint ventures significantly increased from RMB 3,734 thousand to RMB 1,078,280 thousand, which is the main factor contributing to the substantial growth in non-current assets[6] - Trade and other receivables decreased from RMB 1,074,550 thousand to RMB 643,874 thousand, and contract liabilities within current liabilities also significantly decreased[6] Notes General Information GCL New Energy Holdings Limited is an investment holding company incorporated in Bermuda, with subsidiaries primarily engaged in electricity sales, PV power plant development, construction, operation and management (PV energy business), and sales of liquefied natural gas and related products (LNG business) - The company is an investment holding company, primarily engaged in PV energy business and LNG business[8] - The interim financial information is presented in RMB and was approved for publication by the Board of Directors on August 27, 2025[8] Basis of Preparation The unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard 34 and the disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and should be read in conjunction with the annual consolidated financial statements - The financial statements are prepared in accordance with International Accounting Standard 34 and Appendix D2 of the Listing Rules[10] - This interim financial report does not contain all the information required for a complete set of financial statements and should be read in conjunction with the 2024 annual consolidated financial statements[10] Significant Events and Transactions during the Interim Period The company entered into a sale and purchase agreement with GCL Group Limited on January 9, 2025, to acquire the entire issued share capital of World Global Limited for RMB 325 million, with the acquisition completed on March 21, 2025, and consideration paid in cash, shares, and convertible bonds - The company signed an agreement on January 9, 2025, to acquire World Global Limited for RMB 325 million[11] - The acquisition consideration included RMB 200 million in cash, the issuance of 153,400,000 consideration shares (at HKD 0.45 per share), and the issuance of convertible bonds with a principal amount of HKD 63.72 million[11] - The acquisition was completed on March 21, 2025[11] Revenue and Segment Information Revenue for the period was primarily driven by significant growth in LNG business-related income, offsetting declines in electricity sales and tariff subsidies, with China contributing the largest share of revenue and non-current assets Composition of Revenue Recognized During the Period | Revenue Source | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Electricity Sales | 25,326 | 41,854 | | Tariff Subsidies | 2,342 | 2,386 | | PV-related Ancillary Services Income | 9,268 | 8,285 | | LNG Business-related Income | 483,227 | 306,544 | | Operation and Management Services Income | 133,925 | 137,404 | | Total Revenue | 654,088 | 496,473 | - LNG business-related income increased by 57.69% year-on-year, becoming the main driver of revenue growth[13] Regional Revenue and Non-current Assets | Region | Six Months Ended June 30, 2025 Revenue (RMB thousand) | Six Months Ended June 30, 2024 Revenue (RMB thousand) | June 30, 2025 Non-current Assets (RMB thousand) | December 31, 2024 Non-current Assets (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | China | 626,189 | 454,074 | 2,765,707 | 1,661,996 | | United States | 26,181 | 42,399 | 516,608 | 518,648 | | Other | 1,718 | – | 7,969 | 8,815 | | Total | 654,088 | 496,473 | 3,290,284 | 2,189,459 | Other Income Other income increased by 30.99% year-on-year, primarily due to a substantial increase in imputed interest from receivables with a significant financing component, while government subsidies and bank interest income decreased Composition of Other Income | Income Source | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Government Subsidies | 3,384 | 7,585 | | Interest from Contracts with Significant Financing Component | 7 | 556 | | Interest Income from Financial Assets Measured at Amortized Cost | 12,398 | 13,102 | | Imputed Interest from Receivables with Significant Financing Component | 38,656 | 20,387 | | Other | 5,312 | 3,985 | | Total | 59,757 | 45,615 | - Imputed interest from receivables with a significant financing component increased by 89.61% year-on-year, reaching RMB 38,656 thousand[21] Other Gains and Losses, Net Net other gains and losses for the period shifted from a loss to a gain, primarily due to the contribution of net realized and unrealized gains from derivative financial instruments, offsetting fair value change losses on financial assets measured at fair value through profit or loss Other Gains and Losses, Net | Item | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Exchange Gains | 2,065 | 2,807 | | Gain on Disposal of PV Power Plant Projects | – | 3,452 | | Net Realized and Unrealized Gains from Derivative Financial Instruments | 4,245 | – | | Fair Value Change Loss on Financial Assets Measured at Fair Value Through Profit or Loss | (1,486) | (10,028) | | Total | 5,007 | (96) | - Net realized and unrealized gains from derivative financial instruments amounted to RMB 4,245 thousand, compared to zero in the prior period[22] Finance Costs Finance costs significantly decreased by 43.9% year-on-year, mainly due to reduced interest on bank and other borrowings, reflecting the scaled-down PV power plant generation business Composition of Finance Costs | Item | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 17,300 | 35,888 | | Interest on Lease Liabilities | 3,314 | 3,538 | | Interest Expense on Convertible Bonds | 1,522 | – | | Total | 22,136 | 39,426 | - Interest on bank and other borrowings decreased by 51.79% year-on-year, which is the primary reason for the decline in finance costs[23] Income Tax Expense Income tax expense slightly decreased year-on-year, primarily influenced by China's corporate income tax, with some subsidiaries enjoying preferential tax rates as high-tech enterprises, while no tax provision was made for Hong Kong and US operations due to the absence of taxable profits Composition of Income Tax Expense | Item | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | China Corporate Income Tax | 1,014 | 1,293 | | Deferred Tax | 17 | 17 | | Total | 1,031 | 1,310 | - Certain Chinese subsidiaries are recognized as high-tech enterprises, enjoying a preferential corporate income tax rate of 15%[24] - No tax provision was made for Hong Kong, US, and Singapore operations due to the absence of taxable profits[25] Loss for the Period Loss for the period was primarily affected by factors such as depreciation, inventory costs, and staff costs, with a reversal of inventory provision positively impacting the loss Items Deducted From/(Credited To) Loss for the Period | Item | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Depreciation | 15,413 | 35,261 | | Inventory Costs Recognized as Expense | 474,201 | 303,634 | | Reversal of Inventory Provision | (31,879) | – | | Staff Costs | 114,447 | 115,094 | | Share-based Payment Expenses | 328 | 2,135 | - Reversal of inventory provision amounted to RMB 31,879 thousand, with no such item in the prior period[26] Dividends For the six months ended June 30, 2025, the company did not pay, declare, or propose any dividends to ordinary shareholders - No dividends were distributed in the current period or the prior period[27] Loss Per Share Both basic and diluted loss per share attributable to owners of the company were RMB (23.42) cents, a significant increase from RMB (14.14) cents in the prior period, mainly due to increased loss and a higher weighted average number of ordinary shares outstanding Loss Per Share Calculation Data | Item | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for Basic Loss Per Share Calculation | (348,394) | (174,452) | | Loss for Diluted Loss Per Share Calculation | (346,872) | (174,452) | | Weighted Average Number of Ordinary Shares Outstanding During the Period (thousand shares) | 1,487,369 | 1,234,146 | - Convertible bonds had an anti-dilutive effect on basic loss per share for the interim period and were therefore not considered in the calculation of diluted loss per share[29] Trade and Other Receivables Total trade and other receivables decreased, but the credit loss provision significantly increased, primarily due to impairment assessment of amounts due from former subsidiaries, reflecting the company's cautious approach to receivable recoverability Trade and Other Receivables | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables | 138,037 | 164,390 | | Prepayments to LNG Business Suppliers | 233,753 | 241,765 | | Amounts Due from Former Subsidiaries | 1,957,855 | 2,015,428 | | Credit Loss Provision | (1,181,751) | (886,096) | | Total (Net of Provision) | 1,479,552 | 1,892,339 | - Credit loss provision increased by 33.38% year-on-year, reaching RMB 1,181,751 thousand, primarily for other receivables of a non-trade nature[30][33] Ageing Analysis of Trade Receivables (Net of Loss Provision) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | 0 to 90 days | 91,511 | 117,415 | | 91 to 180 days | 15,235 | 13,901 | | Over 180 days | 31,291 | 31,725 | | Total | 138,037 | 163,041 | Bank and Other Borrowings Total bank and other borrowings significantly increased, mainly due to a substantial rise in other loans, with all borrowings secured and carrying effective annual interest rates ranging from 2.6% to 7.4% Bank and Other Borrowings | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank Loans | 50,042 | 10,000 | | Other Loans | 846,290 | 330,235 | | Total | 896,332 | 340,235 | | Due within one year | (101,199) | (31,048) | | Due after one year | 795,133 | 309,187 | - Total borrowings increased by 163.45% year-on-year, with other loans growing by 156.27%[34] - Other borrowings of RMB 500 million are subject to specific covenants, including restrictions on the borrower's major operational changes such as mergers, divisions, and equity transfers[34][36] Business Review (Strategy and Development) "Light-Asset" Re-launch, Financial Stability Demonstrates Corporate Resilience GCL New Energy successfully transitioned from a "heavy-asset" to a "light-asset" model, focusing on its dual core businesses of "PV + natural gas," maintaining a gearing ratio of 27% to provide solid financial backing for business expansion - The company has successfully achieved a strategic transformation from a "heavy-asset" to a "light-asset" model[39] - The company deeply implements a strategic layout centered on its dual core businesses of "PV + natural gas"[39] - As of June 30, 2025, the company's gearing ratio was 27%, indicating a stable financial position[39] Technology Empowerment, Providing a New Paradigm for Integrated Energy Management System Solutions Suzhou GCL Operation achieved significant results in digital and intelligent operation and maintenance with its "Xin Yi Lian" integrated management platform, providing comprehensive solutions for PV, wind, and energy storage power plants, operating a total installed capacity of 11.9 GW of PV power plants, and continuously receiving high-tech enterprise certifications and multiple industry awards - Suzhou GCL Operation independently developed the "Xin Yi Lian" integrated management platform, offering a full-stack integrated energy system solution encompassing "computing power + algorithms + application scenarios"[40] - As of June 30, 2025, the total installed capacity of PV power plants operated and maintained by the company reached 11.9 GW, an increase of 63.0% compared to the prior period[40] - The company holds 36 software copyrights, 5 invention patents, and 14 utility model patents, and was again recognized as a "National High-Tech Enterprise" in 2024[41] Full Industry Chain Collaboration, Creating a New Model for "Station-Trade Integration" in Natural Gas The company deepened its natural gas sector presence, implementing a "station-trade integration" strategy through a dual-driven approach of "international long-term contracts + spot" and "domestic + international trade," achieving LNG trade volume of 348,000 tonnes and sales revenue of RMB 483 million, and successfully acquiring the Rudong LNG receiving station to form a north-south complementary layout - The company fully implements "station-trade integration" collaborative development, building an international and domestic natural gas resource pool[42] - As of June 30, 2025, LNG trade volume was approximately 348,000 tonnes, with sales revenue reaching RMB 483 million, becoming a core growth driver for the company's profit[42] - The successful acquisition of the Rudong LNG receiving station in Q1 2025, complementing the Maoming receiving station, provides critical infrastructure support for trading operations[43] From Competition to Co-opetition, Establishing "Long-Termism" for Ecological Coexistence Facing challenges in China's energy industry, the company will integrate international and domestic upstream and downstream resources, enhance full industry chain competitiveness through an ESG management system, and explore a flat, specialized, and integrated efficient management model to address international operating risks and achieve ecological coexistence - The company will integrate international and domestic upstream and downstream resources to improve overall operational efficiency[44] - Leveraging the ESG management system, the company aims to comprehensively enhance the overall competitiveness of the entire industry chain and create a unique value-sharing chain[44] - Efforts will be made to explore and establish a flat, specialized, and integrated efficient management model adapted to the characteristics of international business, and to build a sound risk management mechanism[44] Overview (Performance Drivers) The company's performance was significantly impacted by increased losses attributable to owners, despite growth in certain business segments and reduced finance costs - Loss attributable to owners of the company expanded from RMB 174.5 million to RMB 348.4 million[46] - PV power plant operation and management services business expanded, with contracted total installed capacity growing by 63% to 11.9 GW[46] - LNG trading and related product sales revenue increased to RMB 483.2 million, driving an increase in gross profit[47] - Net impairment losses under the expected credit loss model significantly increased to RMB 295.7 million, primarily due to the provision for land use compensation tax[47] - Finance costs decreased by 43.9% to RMB 22.1 million, mainly due to the reduced scale of PV power plant generation business[48] Detailed Business Segment Review PV Power Plant Operation and Management Services The Group continued to expand its PV power plant operation and management services business, with a significant increase in contracted total installed capacity, while also providing ancillary services such as procurement and technical consulting - As of June 30, 2025, the Group had entered into contracts to provide operation and management services for PV power plants with a total installed capacity of approximately 11.9 GW, an increase from 7.3 GW in the prior period[49] PV Power Plant Operation and Management Services Revenue | Revenue Source | Six Months Ended June 30, 2025 (RMB thousand) | | :--- | :--- | | PV Power Plant Operation and Management Services Income | 133,925 | | PV-related Ancillary Services Income | 9,268 | | Total | 143,193 | Power Generation and Capacity The grid-connected capacity of the Group's subsidiary PV power plants significantly decreased due to the disposal of US assets, leading to a corresponding reduction in electricity sales volume and revenue - As of June 30, 2025, the grid-connected capacity of the Group's subsidiary PV power plants was approximately 50 MW, a significant decrease from 134 MW in the prior period[51] Electricity Sales and Revenue from Subsidiary Power Plants by Region | Region | Electricity Sales Volume (thousand kWh) | Average Tariff (RMB/kWh) | Revenue (RMB thousand) | | :--- | :--- | :--- | :--- | | China | 7,248 | 0.41 | 2,978 | | United States | 33,703 | 0.73 | 24,690 | | Total Subsidiary Power Plants | 40,951 | 0.68 | 27,668 | - The United States region accounted for a larger proportion of electricity sales volume and revenue, but overall grid-connected capacity decreased[52] LNG Trading Business The Group's LNG trading business continued to grow, with significant increases in both sales revenue and total sales, reflecting the company's sustained market penetration and expansion in the LNG trading market - The Group generated sales revenue of RMB 483.2 million from the trading of LNG and related products, a significant increase from RMB 306.5 million in the prior period[54] - For the six months ended June 30, 2025, the Group's total LNG trading volume was approximately 348,000 tonnes[54] - The Group entered into trading contracts with total revenue of approximately RMB 1,400 million, of which approximately RMB 482 million was recognized as revenue as a principal, and approximately RMB 995 thousand as an agent[54] Financial Review (P&L Item Analysis) Revenue and Gross Profit Revenue for the period was primarily driven by growth in LNG business-related income, but the generally thin gross margins of the LNG business led to a decrease in overall gross margin Revenue Analysis | Revenue Source | Six Months Ended June 30, 2025 (RMB thousand) | Six Months Ended June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | PV Power Plant Operation, Management and Related Ancillary Services | 143,193 | 145,689 | | Electricity Sales and Tariff Subsidies | 27,668 | 44,240 | | LNG Business-related Income | 483,227 | 306,544 | | Total Revenue | 654,088 | 496,473 | - The gross profit margin for the period was 11.5%, a decrease from 14.1% in the prior period, mainly due to the thin gross margins of LNG and related product trading business and its increased proportion[57] Other Income Other income primarily consisted of imputed interest from receivables with a significant financing component, which is non-cash in nature and significantly increased - For the period ended June 30, 2025, other income mainly included imputed interest from receivables of RMB 38.7 million, which is non-cash in nature[58] - Bank interest income was RMB 2.1 million, a decrease from RMB 2.7 million in the prior period[58] Other Gains and Losses, Net Net other gains and losses for the period shifted from a loss to a gain, primarily benefiting from the contribution of net realized and unrealized gains from derivative financial instruments - For the six months ended June 30, 2025, net gains were approximately RMB 5.0 million, compared to net losses of approximately RMB 96 thousand in the prior reporting period[59] - The main contribution came from net realized and unrealized gains from derivative financial instruments of RMB 4.2 million[59] Administrative Expenses Administrative expenses decreased by 20.8% year-on-year, mainly due to reduced staff costs, depreciation, and other general administrative expenses related to the disposal of PV power plants, as well as the company's cost control measures - Administrative expenses decreased to RMB 96.9 million from RMB 122.4 million in the prior period[60] - The decrease was due to reduced staff costs, depreciation, and other general administrative expenses related to the disposal of PV power plants in 2023 and 2024[60] Net Impairment Losses under Expected Credit Loss Model Net impairment losses under the expected credit loss model significantly increased during the period, primarily due to the provision for land use compensation tax and loss provisions for uncontactable debtors and other receivables - Net impairment losses amounted to RMB 295.7 million, compared to RMB 70.9 million in the prior period[61] - This primarily included land use compensation tax of approximately RMB 295.5 million, with zero in the prior period[61] - A loss provision of approximately RMB 0.2 million was made for other receivables, targeting uncontactable debtors with long-outstanding debts[62] Finance Costs Total borrowing costs decreased by 43.9% year-on-year, primarily attributable to the scaled-down PV power plant generation business - Total borrowing costs decreased from RMB 39.4 million to RMB 22.1 million[65] - The main reason for the decrease is the scaled-down PV power plant generation business[65] Income Tax Expense Income tax expense slightly decreased year-on-year, primarily due to reduced taxable income resulting from the disposal of PV power plants in prior years - Income tax expense was RMB 1.0 million, compared to RMB 1.3 million in the prior period[66] - The decrease in income tax expense was due to reduced taxable income from the disposal of PV power plants in prior years[66] Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - No interim dividend is recommended by the Board for the six months ended June 30, 2025[67] Property, Plant and Equipment Property, plant and equipment as of June 30, 2025, amounted to RMB 546.4 million, showing no significant change compared to RMB 548.1 million as of December 31, 2024 - Property, plant and equipment as of June 30, 2025, was RMB 546.4 million, showing no significant change compared to RMB 548.1 million as of December 31, 2024[68] - There were no significant additions or disposals of property, plant and equipment for the six months ended June 30, 2025[68] Interests in Joint Ventures Interests in joint ventures significantly increased from RMB 3.7 million as of December 31, 2024, to RMB 1,078.3 million as of June 30, 2025 - Interests in joint ventures significantly increased from RMB 3.7 million as of December 31, 2024, to RMB 1,078.3 million as of June 30, 2025[69] - The increase was primarily due to the successful acquisition of the joint venture GCL Huidong LNG Rudong Co, Ltd (Rudong LNG)[69] Amounts Due from Related Companies As of June 30, 2025, amounts due from related companies increased to RMB 1,414.4 million from RMB 1,268.1 million as of December 31, 2024 - As of June 30, 2025, amounts due from related companies were RMB 1,414.4 million, an increase from RMB 1,268.1 million as of December 31, 2024[70] - This primarily arose from receivables for the disposal of 36 PV power plant operating subsidiaries ("2023 Disposal") in 2023 and liabilities owed by former subsidiaries to the Group prior to the disposal[70] Trade and Other Receivables Trade and other receivables decreased, with a significant portion classified as non-current and related to prior disposals of former subsidiaries - As of June 30, 2025, trade and other receivables were RMB 1,479.6 million, a decrease from RMB 1,892.3 million as of December 31, 2024[71] - This included deferred receivables of RMB 835.7 million, classified as non-current and expected to be collected in over one year[71] - Amounts due from former subsidiaries of RMB 1,957.9 million are related to current accounts generated prior to the disposal of former subsidiaries between 2018 and 2023[72] Trade and Other Payables and Deferred Income Trade and other payables and deferred income saw a slight decrease, primarily comprising amounts payable for plant and machinery and deferred revenue - Trade and other payables and deferred income decreased from RMB 533.3 million as of December 31, 2024, to RMB 517.5 million as of June 30, 2025[74] - This primarily included amounts payable for the purchase of plant and machinery and construction costs of RMB 7.8 million, and deferred income of RMB 152.5 million[74] Liquidity and Financial Resources The Group adopts a prudent treasury management policy to maintain sufficient working capital - The Group adopts a prudent treasury management policy to maintain sufficient working capital[75] - As of June 30, 2025, bank balances and cash were approximately RMB 317.3 million, an increase from RMB 284.9 million as of December 31, 2024[75] - Funds primarily originated from cash generated from operating activities and the collection of consideration receivables from the disposal of PV power plant project subsidiaries[75] Indebtedness and Gearing Ratio The Group maintains a stable gearing ratio through its light-asset strategy, though the ratio increased due to the acquisition of Rudong LNG receiving station - The Group has adopted a light-asset business strategy since 2019, resulting in a more stable average gearing ratio[76] Ratio of Total Liabilities to Total Assets | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total Liabilities | 1,853 | 1,265 | | Total Assets | 6,890 | 6,094 | | Ratio of Total Liabilities to Total Assets | 26.9% | 20.8% | - The increase in the gearing ratio was primarily due to the completion of the acquisition of the Rudong LNG receiving station during the period ended June 30, 2025[76] Debt Currency Denomination | Currency | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | RMB | 655 | 64 | | HKD | 38 | – | | USD | 352 | 388 | | Total | 1,045 | 452 | Pledge of Assets The Group's bank and other financing are secured by property, plant and equipment, bank deposits, and interests in joint ventures - As of June 30, 2025, the Group's bank and other financing were secured by property, plant and equipment of RMB 517.2 million, bank and other deposits of RMB 109.8 million, and interests in joint ventures of RMB 161.2 million[78][81] - Lease liabilities of RMB 110 million were recognized for right-of-use assets of RMB 47.6 million[78] Guarantees Provided by Related Parties No other guarantees were provided by related parties, except for the borrowings disclosed in Note 12 - No other guarantees were provided by related parties, except for the borrowings disclosed in Note 12[79] Capital Commitments As of June 30, 2025, the Group's capital commitments for contributions to joint ventures and an associate were RMB 144.0 million and RMB 494.5 million, respectively - As of June 30, 2025, the Group's capital commitments for contributions to joint ventures and an associate were RMB 144.0 million and RMB 494.5 million, respectively[80] - In the prior period, capital commitments for joint ventures were RMB 24.5 million, and for associates, they were zero[80] Major Investments, Acquisitions or Disposals and Capital Asset Plans The company completed a significant acquisition of a target company for RMB 325 million, paid through a combination of cash, shares, and convertible bonds - The company's acquisition of the target company for RMB 325 million was completed on March 21, 2025, with consideration paid in cash, issued shares, and convertible bonds[83] - Apart from the aforementioned acquisition, there were no major acquisitions or disposals of subsidiaries and affiliated companies by the Group for the six months ended June 30, 2025[84] Breach of Loan Agreements As of June 30, 2025, the company had not breached any terms of its loan agreements - As of June 30, 2025, the company had not breached any terms of its loan agreements[85] Financial Assistance and Guarantees to Affiliated Companies The Group provided guarantees for bank and other borrowings of a joint venture, with the fair value and expected credit loss deemed immaterial - As of June 30, 2025, the Group provided guarantees for certain bank and other borrowings of a joint venture (GCL Huidong LNG Rudong Co, Ltd) up to a maximum amount of RMB 1,224 million[86] - The directors believe that the fair value of the guarantees was not material upon initial recognition, and the expected credit loss is also not material[86] Advances to an Entity As of June 30, 2025, the company had not made any advances to an entity that required disclosure under Listing Rule 13.20 - As of June 30, 2025, the company had not made any advances to an entity that required disclosure under Listing Rule 13.20[87] Events After the Reporting Period The Group had no significant events after the reporting period - The Group had no significant events after the reporting period[88] Risk Factors and Risk Management Risk of Market-Oriented Electricity Price Determination As the renewable energy tariff mechanism becomes market-oriented, the company's PV power plant operation and management services business faces the risk of price declines, which will be addressed by in-depth research into market rules and active participation in trading - Market-oriented competitive bidding may lead to a decrease in prices for PV power plant operation and management services[90] - The company will conduct in-depth research into market rules and actively participate in market-oriented transactions to expand its service scale[90] Policy Risk Related to Electricity Prices Electricity prices and government subsidies are crucial for the company's profit growth, and the company will closely monitor policy changes and implement cost control measures to mitigate risks - Changes in electricity prices and government subsidies for renewable energy will affect the company's operating performance[91] - The operating team will closely monitor changes in local and national energy policies and implement cost control measures[91] Risk of Unpredictable Prices for LNG and Related Products Prices of natural gas, crude oil, and related products are highly volatile due to various factors, potentially impacting the company's business, cash flow, and profits, and the company will comprehensively manage risks and implement cost controls - Prices of natural gas, crude oil, and related products may fluctuate significantly due to changes in supply and demand, macroeconomic conditions, geopolitical factors, and more[92] - The company will comprehensively manage related risks, respond in a tiered manner, and implement cost control measures[92] Risk of Increased Difficulty in Expanding LNG Trading Market Increased market competition due to major upstream gas suppliers expanding downstream operations poses challenges for the company, which will optimize its resource portfolio, formulate sales strategies, and broaden market coverage to address these challenges - Major upstream gas suppliers continue to expand their downstream operations, leading to increased difficulty in market penetration[93] - The company will optimize its resource portfolio, formulate sales strategies, and broaden market coverage to ensure continuous growth in natural gas trading volume[93] Interest Rate Risk Fluctuations in bank loan interest rates may affect the company's capital and financing expenses, while the light-asset transformation helps effectively reduce liabilities and interest rate risk - Interest rate changes will affect the company's future capital and financing expenses, thereby impacting operating performance[94] - The light-asset transformation can effectively reduce liabilities and interest rate risk[94] Foreign Exchange Risk While most of the company's business is denominated in RMB, US projects are funded in USD, and fluctuations in foreign currency exchange rates against RMB may impact operating performance; the company currently does not use foreign exchange derivatives for hedging - Most of the company's revenue, capital expenditures, assets, and liabilities are denominated in RMB, but US projects are funded in USD[95] - Fluctuations in foreign currency exchange rates against RMB will impact the company's operating performance, and the company currently does not engage in foreign exchange hedging[95] Risk of Disputes with Joint Venture Partners Joint ventures may face risks of partner financial difficulties or liability disputes, which could adversely affect the company's business operations, profitability, and prospects - Joint ventures may expose the company to risks of financial difficulties or liability disputes with joint venture partners[96] - Potential disputes could adversely affect the company's business operations, profitability, and prospects[96] Employees and Remuneration Policy The Group's employee count increased, with remuneration based on performance, experience, and qualifications, including discretionary bonuses and share options - As of June 30, 2025, the Group had approximately 1,153 employees in China and overseas, an increase from 1,075 as of December 31, 2024[97] - Employee remuneration is determined with reference to individual performance, work experience, qualifications, and industry practice, with benefits including discretionary bonuses and share options[97] - Total staff costs for the six months ended June 30, 2025, were approximately RMB 114.8 million, compared to RMB 117.2 million in the prior period[97] Share Capital On May 22, 2025, the annual general meeting of shareholders approved an increase in the company's authorized share capital from HKD 150,000,000 to HKD 250,000,000 through the creation of an additional 1,200,000,000 shares - On May 22, 2025, the annual general meeting of shareholders approved an increase in the company's authorized share capital from HKD 150,000,000 to HKD 250,000,000 through the creation of an additional 1,200,000,000 shares[98] Purchase, Sale or Redemption of Listed Securities The company completed an acquisition using cash, shares, and convertible bonds, with no other purchases, sales, or redemptions of its listed securities during the period - The company acquired the target company for RMB 325 million, with consideration paid in cash, the issuance of 153,400,000 consideration shares, and the issuance of convertible bonds with a principal amount of HKD 63.72 million[100] - The consideration shares and convertible bonds were issued as part of the acquisition consideration, and no proceeds were raised therefrom[100] - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's shares listed on the Stock Exchange[101] Corporate Governance Practices Compliance with Corporate Governance Code The company is committed to continuously optimizing its corporate governance practices and has complied with the code provisions set out in Appendix C1 of the Listing Rules' Corporate Governance Code for the six months ended June 30, 2025 - The company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the reporting period[103] Standard Code for Securities Transactions by Directors The company has adopted the Standard Code in Appendix C3 of the Listing Rules, but Executive Director Mr. Zhu Gongshan had an untimely disclosure regarding his share interests potentially held after the conversion of convertible bonds, and the company is taking steps to ensure compliance - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its own standard code for directors' securities transactions[104] - Executive Director Mr. Zhu Gongshan's total voting share interests through Asia Pacific Energy Fund Limited amounted to 552,773,629 shares, including 141,600,000 shares that may be issued upon conversion of convertible bonds[104] - Mr. Zhu has engaged legal counsel and is taking appropriate actions to ensure compliance with the disclosure requirements under the Securities and Futures Ordinance as soon as possible[105] Enhanced Corporate Governance Measures To prevent similar incidents and strengthen corporate governance, the company will develop enhanced notification and internal monitoring procedures, discuss with relevant directors to raise awareness, and arrange legal counsel for training - The company will develop enhanced notification and internal monitoring procedures to assist directors in fulfilling their disclosure obligations under the Securities and Futures Ordinance[109] - The company's management has discussed this incident with the relevant directors to enhance their awareness and understanding of the Standard Code and the requirements of the Securities and Futures Ordinance[109] - The company will arrange for legal counsel to emphasize the Standard Code and the disclosure requirements of the Securities and Futures Ordinance in director training[109] Audit Committee The Audit Committee has reviewed the Group's accounting principles, internal controls, and financial reporting matters, including this interim report and interim results - The Audit Committee, together with management, has reviewed the accounting principles and practices adopted by the Group, internal controls, and financial reporting matters[106] Auditor The external auditor, Crowe (HK) CPA Limited, has reviewed the Group's interim financial information, and neither the auditor nor the Audit Committee has raised any objections to the accounting treatments adopted by the company - The external auditor has reviewed the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410[107] - Neither the auditor nor the Audit Committee has raised any objections to the accounting treatments adopted by the company[108] Other Information This section provides details on the availability of the interim report and the composition of the Board of Directors - This announcement has been published on the company's website and the HKEXnews website, and the 2025 interim report, containing all information required by the Listing Rules, will be dispatched to shareholders in due course[110] - As of the date of this announcement, the Board of Directors comprises Executive Directors Mr. Zhu Gongshan (Chairman), Mr. Zhu Yufeng, Mr. Wang Dong, and Mr. Gu Zengcai; Non-executive Directors Ms. Sun Wei, Mr. Yang Wenzhong, and Mr. Fang Jiancai; and Independent Non-executive Directors Mr. Li Gangwei, Mr. Wang Yanguo, Dr. Chen Ying, and Mr. Cai Xianhe[112]