中能控股(00228) - 2025 - 中期业绩

Interim Results Announcement Financial Summary For the six months ended June 30, 2025, the company experienced significant declines in revenue, EBITDA, profit attributable to owners, and earnings per share, reflecting challenging operating conditions | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 118,833 | 165,807 | (28.3) | | EBITDA | 65,883 | 102,569 | (35.8) | | Profit attributable to owners of the Company | 10,823 | 33,621 | (67.8) | | Basic earnings per share (HK cents) | 0.09 | 0.35 | (74.3) | | Diluted earnings per share (HK cents) | 0.09 | 0.29 | (69.0) | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company's revenue decreased by 28.3% year-on-year, with profit for the period significantly down by 67.8%, driven by increased impairment provisions despite controlled operating expenses, while foreign exchange differences from overseas operations turned from loss to gain | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 118,833 | 165,807 | (28.3) | | Direct costs | (25,503) | (29,766) | (14.3) | | Other income | 1,486 | 2,016 | (26.3) | | Selling and distribution expenses | (10,564) | (14,306) | (26.1) | | Staff costs | (4,547) | (9,404) | (51.6) | | Depreciation of property, plant and equipment | (14,397) | (17,880) | (19.5) | | Amortization of intangible assets | (9,506) | (12,677) | (25.1) | | Impairment provision for property, plant and equipment | (2,537) | (860) | 195.0 | | Impairment provision for intangible assets | (9,620) | (3,310) | 190.6 | | Finance costs | (11,353) | (20,124) | (43.6) | | Profit for the period | 9,792 | 32,911 | (70.3) | | Profit for the period attributable to owners of the Company | 10,823 | 33,621 | (67.8) | | Exchange differences on overseas operations attributable to owners of the Company | 51,231 | (33,354) | 253.7 | | Total comprehensive income for the period | 61,331 | (660) | 9392.6 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets slightly increased, with improved current assets and net current liabilities, stable non-current assets, and an overall increase in total equity | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 2,113,031 | 2,089,660 | 1.1 | | Total current assets | 232,554 | 180,875 | 28.6 | | Total assets | 2,345,585 | 2,270,535 | 3.3 | | Total current liabilities | 408,509 | 404,871 | 0.9 | | Net current liabilities | (175,955) | (223,996) | (21.4) | | Total non-current liabilities | 85,362 | 75,281 | 13.4 | | Net assets | 1,851,714 | 1,790,383 | 3.4 | | Equity attributable to owners of the Company | 1,843,405 | 1,781,351 | 3.5 | | Total equity | 1,851,714 | 1,790,383 | 3.4 | Notes to the Condensed Consolidated Financial Statements Basis of Preparation Interim financial statements are prepared under HKAS 34 and Listing Rules using historical cost, with management asserting going concern despite net current liabilities, based on assumptions of shareholder funding, contractor negotiations, fundraising, and cash flow maintenance - Interim financial statements comply with HKAS 34 and Appendix D2 of the Listing Rules, prepared on a historical cost basis[9][11] - As of June 30, 2025, the Group had net current liabilities of approximately HK$175,955,000, indicating a material uncertainty regarding going concern[12] - Management believes the Group has sufficient working capital for the next 12 months, based on assumptions including shareholder financial support, negotiations with contractors, fundraising, and maintaining operating cash flow[13][14] Adoption of New and Revised HKFRS During the period, the company adopted all new and revised HKFRS, which did not result in significant changes to accounting policies, financial statement presentation, or reported amounts - The Group has adopted all new and revised HKFRS effective from January 1, 2025[16] - The application of new standards did not lead to significant changes in accounting policies, financial statement presentation, or reported amounts, and no material impact is expected in the future[16] Revenue and Operating Segment Information The Group primarily operates in natural gas exploration, production, and distribution, which is its sole revenue source, but both its revenue and profit significantly declined, while the food and beverage sales and money lending segments generated no revenue and incurred losses - The Group has three reportable operating segments: natural gas exploration, production and distribution; sales of food and beverages; and money lending business[17][19] Reportable Segment Revenue and Profit (For the six months ended June 30) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Profit Before Income Tax (HK$ thousand) | 2024 Profit Before Income Tax (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Natural gas exploration, production and distribution | 118,833 | 165,807 | 25,745 | 54,909 | | Sales of food and beverages business | – | – | (2) | (96) | | Money lending business | – | – | (36) | (93) | | Total | 118,833 | 165,807 | 25,707 | 54,720 | - All revenue is derived from the China market, primarily from natural gas, with revenue recognized at a point in time[24] Other Income For the six months ended June 30, 2025, the company's interest income and other income both decreased | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest income | 17 | 194 | | Others | 1,469 | 1,822 | | Total | 1,486 | 2,016 | Finance Costs For the six months ended June 30, 2025, the company's finance costs significantly decreased by 43.6% year-on-year, primarily due to reduced interest on other borrowings and the liability component of convertible bonds | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on other borrowings | 8,826 | 13,703 | | Interest on lease liabilities | 67 | 129 | | Interest on liability component of convertible bonds | 2,460 | 6,292 | | Total interest expense | 11,353 | 20,124 | Profit Before Income Tax For the six months ended June 30, 2025, profit before income tax was HK$16,909 thousand, a significant decrease from HK$41,933 thousand in the prior year, primarily due to increased impairment provisions, reduced depreciation and amortization, and lower staff costs Profit Before Income Tax Components (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of right-of-use assets | 403 | 3,152 | | Depreciation of property, plant and equipment | 14,397 | 17,880 | | Amortization of intangible assets | 9,506 | 12,677 | | Fair value loss on financial assets at fair value through profit or loss | 1,158 | 3,496 | | Impairment provision for property, plant and equipment | 2,537 | 860 | | Impairment provision for intangible assets | 9,620 | 3,310 | | Staff costs (including directors' emoluments) | 4,547 | 9,404 | Income Tax Expense For the six months ended June 30, 2025, income tax expense primarily comprised deferred tax expense of HK$7,117 thousand, with no provision for Hong Kong profits tax or PRC corporate income tax due to non-Hong Kong sourced income and available tax losses | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax | – | – | | Deferred tax expense | 7,117 | 9,022 | | Total tax expense for the period | 7,117 | 9,022 | - The Group made no provision for Hong Kong profits tax or PRC corporate income tax, as income was not sourced from Hong Kong and unutilized tax losses were available to offset profits[29] Dividends For the six months ended June 30, 2025, the company neither paid nor proposed any dividends, with no further proposals since the reporting period end - For the six months ended June 30, 2025, the company neither paid nor proposed dividends[30] Earnings Per Share For the six months ended June 30, 2025, both basic and diluted earnings per share were HK$0.09 cents, a significant decrease from the prior year, with diluted EPS matching basic EPS due to the anti-dilutive effect of convertible bonds Basic Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (HK$ thousand) | 10,823 | 33,621 | | Weighted average number of ordinary shares in issue | 12,165,344,000 | 9,593,520,796 | | Basic earnings per share (HK cents) | 0.09 | 0.35 | - For the six months ended June 30, 2025, diluted earnings per share were the same as basic earnings per share because the potential ordinary shares from convertible bonds had an anti-dilutive effect[33] Property, Plant and Equipment For the six months ended June 30, 2025, the company added approximately HK$1,823 thousand in property, plant, and equipment, while the Kashgar project recognized an impairment provision of approximately HK$2,357 thousand due to its carrying amount exceeding the recoverable amount - The Group added approximately HK$1,823 thousand in property, plant and equipment[34] - An impairment provision of approximately HK$2,357 thousand was recognized for the Kashgar project, as the carrying amount of its cash-generating unit exceeded its recoverable amount[35] - The pre-tax discount rate used to assess the recoverable amount decreased from 16.8% in 2024 to 15.8% in 2025[35] Exploration and Evaluation Assets For the six months ended June 30, 2025, the Group neither acquired exploration and evaluation assets nor recognized impairment provisions, as the Kashgar project's cash-generating unit's carrying amount was close to its recoverable amount - The Group neither acquired exploration and evaluation assets nor recognized impairment provisions[36][37] - The recoverable amount of the Kashgar project is based on value in use, determined using discounted cash flow, with a pre-tax discount rate of 15.8%[37] Intangible Assets For the six months ended June 30, 2025, intangible assets amortization was approximately HK$9,506 thousand, with an impairment loss provision of approximately HK$9,620 thousand recognized, primarily due to the Kashgar project's cash-generating unit's carrying amount exceeding its recoverable amount - Intangible assets amortization amounted to approximately HK$9,506 thousand, amortized using the unit of production method[38] - An impairment loss provision of approximately HK$9,620 thousand was recognized for intangible assets, a significant increase from the prior year, primarily because the carrying amount of the Kashgar project's cash-generating unit exceeded its recoverable amount[39] - The recoverable amount of the Kashgar project's cash-generating unit is based on value in use, calculated using discounted cash flow, with a pre-tax discount rate of 15.8%[39] Trade Receivables As of June 30, 2025, total trade receivables increased to HK$146,524 thousand from December 31, 2024, with all receivables within three months, neither overdue nor impaired, and most pledged as collateral for other borrowings | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 3 months | 146,524 | 116,251 | - Approximately HK$145,420 thousand of trade receivables were pledged as collateral for other borrowings[40] Other Payables and Accruals As of June 30, 2025, total other payables and accruals increased to HK$123,792 thousand from December 31, 2024, primarily comprising payables for property, plant, and equipment/exploration and evaluation costs, and advances from China National Petroleum Corporation | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Payables for property, plant and equipment/exploration and evaluation costs | 71,591 | 66,181 | | Other payables and accruals | 52,201 | 43,439 | | Total | 123,792 | 109,620 | - Other payables and accruals primarily refer to amounts payable to subcontractors for exploration, evaluation, and development work, and advances from China National Petroleum Corporation[42] Amounts Due to a Shareholder Amounts due to a shareholder are unsecured, interest-free, and repayable on demand - Amounts due to a shareholder are unsecured, interest-free, and repayable on demand[43] Other Borrowings As of June 30, 2025, total other borrowings slightly decreased to HK$251,272 thousand from December 31, 2024, with a significant reduction in secured borrowings offset by an increase in unsecured borrowings, where secured borrowings are collateralized by trade receivables and natural gas revenue sharing/sales rights | Type | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Secured other borrowings | 123,120 | 203,700 | | Unsecured other borrowings | 128,152 | 58,108 | | Total | 251,272 | 261,808 | - Secured other borrowings are denominated in RMB, bear an annual interest rate of 8.5%, and are collateralized by the Group's trade receivables, natural gas sharing amounts, and sales revenue rights under product sharing and sales agreements[44] - Unsecured other borrowings are denominated in HKD and RMB, bear an annual interest rate of 5%, and are repayable within one year[45] Convertible Bonds As of June 30, 2025, the liability component of convertible bonds increased to HK$47,923 thousand due to interest expense, with no conversions occurring during the period, and the outstanding principal amount remaining at HK$232,790 thousand | Item | Liability Component (HK$ thousand) | Equity Component (HK$ thousand) | | :--- | :--- | :--- | | December 31, 2024 and January 1, 2025 | 45,463 | 238,324 | | Interest expense | 2,460 | – | | June 30, 2025 | 47,923 | 238,324 | - For the six months ended June 30, 2025, there were no conversions of convertible bonds[46] - As of June 30, 2025, the outstanding principal amount of convertible bonds was HK$232,790 thousand, maturing thirty years from the issue date[47] Share Capital As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged, with a par value of HK$0.05 per share | Item | Number of Shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital (HK$0.05 par value per share) | 25,000,000,000 | 1,250,000 | | Issued and fully paid share capital (HK$0.05 par value per share) | 12,165,344,000 | 608,267 | Related Party Transactions For the six months ended June 30, 2025, key management personnel remuneration from related parties was zero, a significant decrease from the prior year | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Directors - Short-term employee benefits | – | 530 | | Directors - Bonuses | – | 685 | | Total key management personnel remuneration | – | 1,215 | Subsequent Events On August 14, 2025, the company proposed a capital reorganization, including share consolidation, reduction of issued share capital, and subdivision of unissued shares, followed by a rights issue to raise approximately HK$238.7 million for operations and facility development, with these events not yet effective as of the announcement date - The company proposed a capital reorganization, including share consolidation (40 shares into 1), reduction of issued share capital (par value reduced from HK$2.00 to HK$0.05 per share), and subdivision of unissued shares within the authorized share capital[50] - Subject to the capital reorganization becoming effective, the Board proposed a rights issue to raise approximately HK$238.7 million, offering 1 rights share for every 2 adjusted shares held at a subscription price of HK$1.57 per share, to fund further operations and facility development[52] - The capital reorganization, amendments to the Articles of Association, and the rights issue were not yet effective as of the announcement date[51][52] Management Discussion and Analysis Company Profile China Energy Development Holdings Limited primarily engages in investment holding, with subsidiaries operating in oil and gas exploration, natural gas distribution, food and beverage sales, and money lending, focusing on the Kashgar project (oil and gas exploration, development, and production) and the Karamay project (natural gas pipeline transportation and sales) in Xinjiang, China - The company's main business is investment holding, with subsidiaries engaged in oil and gas exploration, natural gas distribution, food and beverage sales, and money lending businesses[53] - The Group has two main projects: the Kashgar project (oil and natural gas exploration, development, and production) and the Karamay project (natural gas pipeline transportation and sales), both located in Xinjiang, China[53][54] Business Review In the first half of 2025, China's deteriorating economic conditions challenged the company's operations, with volatile natural gas market demand leading to significant declines in revenue and profit for the natural gas exploration, production, and distribution segment, while food and beverage sales and money lending segments recorded no revenue and continued losses - In the first half of 2025, China's economic situation continued to deteriorate, posing challenges to the domestic business environment, with significant fluctuations in natural gas market demand[55] - The natural gas exploration, production and distribution segment recorded revenue of approximately HK$118,833 thousand (a year-on-year decrease of 28.3%) and profit before income tax of approximately HK$25,746 thousand (a year-on-year decrease of 53.1%)[58] - The sales of food and beverages business and money lending business segments recorded no revenue, incurring segment losses before tax expenses of HK$2 thousand and HK$36 thousand, respectively[59][60] Operating Results During the period, the company's revenue decreased by 28.3% year-on-year, primarily due to water invasion in the Kashgar gas field and reduced demand in the Karamay project, with EBITDA also down by 35.8%, and significant increases in impairment provisions for property, plant, and equipment and intangible assets leading to a 67.8% reduction in profit attributable to owners - The Group's revenue decreased by 28.3% year-on-year to HK$118,833 thousand, mainly due to water invasion in the Kashgar project's gas field and reduced demand for natural gas pipeline transportation and sales in the Karamay project[61][62] - EBITDA decreased by 35.8% to HK$65,883 thousand, consistent with the trend of declining revenue[62] - Impairment provision for property, plant and equipment increased by 195% to HK$2,537 thousand, and for intangible assets by 190.6% to HK$9,620 thousand, primarily due to a reduced difference between the recoverable amount and carrying amount of the Kashgar project's cash-generating unit[63][64] - Profit attributable to owners of the Company decreased by 67.8% to HK$10,823 thousand, mainly impacted by reduced revenue and increased impairment provisions, partially offset by lower other expenses[66] - EBITDA margin decreased by 6.5% to 55.4%, and net profit margin decreased by 11.2% to 9.1%[67] - The depreciation of RMB against HKD improved, leading to foreign exchange differences from overseas operations turning from a loss of HK$33,354 thousand to a gain of HK$51,231 thousand[68] Natural Gas Business Analysis Operating results for the natural gas exploration, production, and distribution segment show significant declines in both revenue and operating profit, with no exploration and evaluation costs incurred during the period Natural Gas Segment Operating Results (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 118,833 | 165,807 | | Direct costs | (25,503) | (29,766) | | Operating expenses | (13,923) | (17,896) | | Amortization | (9,506) | (12,677) | | Depreciation | (14,023) | (20,253) | | Impairment provision | (12,157) | (4,170) | | Finance costs | (8,893) | (13,831) | | Operating profit before income tax expense | 25,745 | 54,909 | - For the six months ended June 30, 2025, the Group incurred no exploration and evaluation costs[72] Fair Value of Financial Assets at FVTPL As of June 30, 2025, the fair value of financial assets at FVTPL decreased by 7.8% year-on-year to HK$13,618 thousand, primarily due to a weak stock market sentiment caused by slow economic recovery - The fair value of financial assets at fair value through profit or loss decreased by approximately HK$1,158 thousand or 7.8% year-on-year to approximately HK$13,618 thousand[73] - This decrease was primarily due to weak stock market sentiment affected by slow economic recovery[73] Other Payables and Accruals (Operating Results) Other payables and accruals increased by 12.9% year-on-year to HK$123,792 thousand, primarily due to increased settlements with contractors during the period - Other payables and accruals increased by approximately HK$14,172 thousand or 12.9% year-on-year to approximately HK$123,792 thousand[74] - The increase was mainly due to increased settlements with contractors during the period[74] Other Borrowings (Operating Results) Total other borrowings amounted to HK$251,272 thousand, with a decrease in secured borrowings and an increase in unsecured borrowings, and all outstanding secured other borrowings were settled as of July 18, 2025 - Other borrowings of approximately HK$251,272 thousand are repayable by June 30, 2026[75] - As of July 18, 2025, the outstanding secured other borrowings were fully settled[76] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group's cash and bank balances increased, and the current ratio improved, while the total liabilities to total assets ratio remained stable, and the outstanding principal amount of convertible bonds was unchanged Liquidity and Financial Resources (As of June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Other borrowings (secured) | 123,120 | 203,760 | | Other borrowings (unsecured) | 128,152 | 58,108 | | Cash and cash equivalents | 57,272 | 34,346 | | Current ratio | 56.9% | 44.7% | | Total liabilities to total assets ratio | 21.1% | 21.1% | - The outstanding principal amount of convertible bonds was HK$232,790 thousand, with no conversions occurring during the period[78] Outlook The company will continue to advance natural gas exploration and development, optimize the Kashgar North project, and address water invasion issues, while management seeks additional financing for project development, and the food and beverage and money lending businesses will maintain prudent and conservative strategies - As natural gas remains a key transitional energy source, the company will continue to promote oil and gas exploration and development, optimize the Kashgar North project, and implement remedial measures for water invasion in gas well areas[79][82] - Company management will continue to follow up with potential lenders and investors to seek additional debt and/or equity financing for further project development[82] - The sales of food and beverages business and money lending business will continue to adopt prudent management and conservative approaches, evaluating value and performance, and seeking high-quality borrowers to mitigate risks[84][85] Financial Risk Management The Group adopts prudent cash management and risk monitoring policies to minimize foreign currency exchange rate and interest rate fluctuation risks, with cash primarily denominated in HKD, USD, and RMB, and bank financing obtained at stable rates, with no foreign exchange hedging transactions during the period - The Group adopts prudent cash management and risk monitoring policies aimed at minimizing foreign currency exchange rate and interest rate fluctuation risks[86] - Cash is generally held in short-term deposits denominated in HKD, USD, and RMB, and bank financing is obtained at stable interest rates[86] - During the review period, the Group did not enter into any hedging transactions related to foreign exchange[86] Major Investments As of June 30, 2025, the Group held no major investments other than financial assets at fair value through profit or loss - As of June 30, 2025, the Group held no major investments other than financial assets at fair value through profit or loss (approximately HK$13,618 thousand)[87] Major Acquisitions and Disposals For the six months ended June 30, 2025, the Group had no major acquisitions or disposals - The Group had no major acquisitions or disposals during the six months ended June 30, 2025[88] Purchase, Sale or Redemption of Listed Securities 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 listed securities - 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 listed securities[89] Asset Pledges As of June 30, 2025, trade receivables and natural gas revenue sharing/sales rights were pledged as collateral for other borrowings, and post-reporting period, these pledges were released upon settlement of outstanding secured other borrowings - As of June 30, 2025, trade receivables (approximately HK$146,524 thousand) were pledged as collateral for other borrowings[90] - Rights to natural gas sharing amounts and sales revenue were also pledged as collateral for other borrowings[90] - The pledges for secured other borrowings were released on July 24, 2025, as the outstanding secured other borrowings were settled on July 18, 2025[90] Foreign Exchange Risk The Group primarily faces exchange rate risks from HKD and RMB fluctuations, with a policy for operating entities to transact in local currencies to mitigate risk, and while no derivative contracts were entered into for hedging during the period, management will monitor and consider hedging as necessary - The Group's exchange rate risk primarily arises from fluctuations in HKD and RMB exchange rates[91] - The Group's policy is for operating entities to conduct business in their respective local currencies to mitigate currency risk[91] - During the review period, the Group did not enter into any derivative contracts to reduce exchange rate risk, but management will closely monitor and consider hedging significant foreign currency risks as necessary[91] Capital Commitments As of June 30, 2025, the Group had capital expenditure commitments of approximately HK$418 thousand in the natural gas exploration, production, and distribution segment, and capital commitments of approximately HK$111,228 thousand for capital injection into a subsidiary | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Capital expenditure commitments for natural gas exploration, production and distribution segment | 418 | 1,708 | | Capital injection into a subsidiary | 111,228 | 111,300 | Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[93] Employees and Remuneration Policy As of June 30, 2025, the Group's total headcount decreased to 50 employees, with a significant year-on-year reduction in staff costs, and the company remunerates based on performance, experience, and industry practice, with annual review of compensation policies - As of June 30, 2025, the Group employed a total of 50 staff (December 31, 2024: 54 staff)[94] - Staff costs (including directors' emoluments) for the year ended June 30, 2025, totaled approximately HK$4,547 thousand (June 30, 2024: approximately HK$9,404 thousand), representing a significant year-on-year decrease[94] - The company remunerates employees based on performance, experience, and industry practice, with compensation policies for management and department heads reviewed annually[94] Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[95] Other Information Subsequent Events (Other Information) Other than the capital reorganization and rights issue proposals disclosed in Note 20, there were no other significant events subsequent to the reporting period and up to the date of this announcement - Other than those disclosed in Note 20 of this announcement, there were no significant events subsequent to the reporting period and up to the date of this announcement[96] Changes in Directors' and Senior Management's Information During the period, Mr. Liu Wenxuan was appointed Deputy General Manager of Xinjiang Xintai Natural Gas Co., Ltd., Chairman of Xinjiang Mingxin Oil & Gas Exploration and Development Co., Ltd., and Chairman of China Era Energy Investment (Hong Kong) Co., Ltd., while Mr. Li Wentai previously served as an independent non-executive director of Yunhong Silicon Xin Group Holdings Limited - Mr. Liu Wenxuan was appointed Deputy General Manager of Xinjiang Xintai Natural Gas Co., Ltd., Chairman of Xinjiang Mingxin Oil & Gas Exploration and Development Co., Ltd., and Chairman of China Era Energy Investment (Hong Kong) Co., Ltd. since July 2024[97] - Mr. Li Wentai served as an independent non-executive director of Yunhong Silicon Xin Group Holdings Limited from June 2021 to November 2024[97] Corporate Governance Practices The Group is committed to maintaining good corporate governance standards but has several deviations from the Corporate Governance Code, including non-segregation of Chairman and CEO roles, Chairman's absence from AGMs, non-fixed term director appointments, less than quarterly board meetings, and lack of internal audit function, though measures have been taken to address some deviations, including appointing a female independent non-executive director to enhance board diversity - The Group deviates from Corporate Governance Code Provision C.2.1, as the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Liu Wenxuan)[99] - The Group deviates from Corporate Governance Code Provision C.2.2, as the Chairman did not attend the Annual General Meeting[99] - The Group deviates from Corporate Governance Code Provision B.2.2, as independent non-executive directors are not appointed for a specific term but are subject to retirement by rotation under the Articles of Association[100] - The Group deviates from Corporate Governance Code Provision C.5.1, as regular Board meetings are held only semi-annually, and management accounts are not distributed monthly[100] - The Group deviates from Corporate Governance Code Provision D.2.5, as it has no internal audit function due to its operational nature, size, scale, and cost control measures[100] - The Board has appointed Ms. Qian Yingying as an independent non-executive director to enhance the diversity of Board members[101] Standard Code for Securities Transactions by Directors For the six months ended June 30, 2025, all directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules - For the six months ended June 30, 2025, all directors confirmed compliance with the required standards set out in the Model Code[102] Audit Committee The Audit Committee comprises two non-executive directors and three independent non-executive directors, with three members holding professional accounting qualifications, and has reviewed the unaudited consolidated financial statements for the period, deeming them compliant with applicable accounting standards and disclosure requirements - The Audit Committee consists of two non-executive directors and three independent non-executive directors[103] - Three Audit Committee members (Mr. Li Wentai, Ms. Qian Yingying, and Mr. Chen Jianxin) hold recognized professional accounting qualifications and possess experience in auditing and accounting[103] - The Audit Committee has reviewed the Group's unaudited consolidated financial statements for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards, the Listing Rules, and other legal requirements[103] Publication of Interim Results and Report This interim results announcement has been published on the HKEX website and the company's website, and the interim report will be dispatched to shareholders and published on the aforementioned websites - This interim results announcement has been published on the HKEX website (http://www.hkexnews.hk) and the company's website (http://www.cnenergy.com.hk)[104](index=104&type=chunk) Acknowledgement The Board, on behalf of the company, extends its gratitude to all employees for their efforts and loyalty during the period - The Board expresses its gratitude to all employees for their efforts and dedication during the period[105]