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联合能源集团(00467) - 2025 - 中期业绩

Financial Highlights This section provides a concise overview of the Group's key financial and operational performance for the six months ended June 30, 2025 Financial Highlights for the Six Months Ended June 30, 2025 | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Performance | | | | | Revenue | 8,087,956 | 8,439,807 | -4.2 | | Gross Profit | 1,306,118 | 1,888,578 | -30.8 | | Profit for the Period | 740,142 | 1,010,270 | -26.7 | | Profit Attributable to Owners of the Company | 740,147 | 1,010,276 | -26.7 | | Basic Earnings Per Share (HK cents) | 2.88 | 3.90 | -26.2 | | Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) | 3,600,330 | 4,155,035 | -13.4 | | Adjusted EBITDA | 3,427,420 | 4,156,371 | -17.5 | Key Data from Condensed Consolidated Statement of Financial Position as at June 30, 2025 | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 12,802,716 | 13,289,971 | -3.7 | | Total Assets | 25,034,842 | 26,120,400 | -4.2 | | Net Assets | 12,808,120 | 13,295,380 | -3.7 | Operational Summary as at June 30, 2025 (Average Entitlement Daily Production) | Asset | 2025 (BOED) | 2024 (BOED) | Change (%) | | :--- | :--- | :--- | :--- | | Pakistan Assets | 31,571 | 38,349 | -17.7 | | Middle East and North Africa Assets | 80,191 | 63,949 | +25.4 | | Iraq | 68,815 | 52,790 | +30.4 | | Egypt | 11,376 | 11,159 | +1.9 | Condensed Consolidated Financial Statements This section presents the Group's condensed consolidated financial statements, including the statement of profit or loss, comprehensive income, and financial position Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue was HK$8.088 billion, a 4.2% year-on-year decrease, with gross profit at HK$1.306 billion, down 30.8%, and profit for the period at HK$740.1 million, a 26.7% decrease, resulting in basic earnings per share of 2.88 HK cents Key Data from Condensed Consolidated Statement of Profit or Loss | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | 8,087,956 | 8,439,807 | | Cost of Sales | (6,781,838) | (6,551,229) | | Gross Profit | 1,306,118 | 1,888,578 | | Operating Profit | 1,162,820 | 1,501,328 | | Profit Before Tax | 1,029,078 | 1,375,268 | | Income Tax Expense | (288,936) | (364,998) | | Profit for the Period | 740,142 | 1,010,270 | | Profit Attributable to Owners of the Company | 740,147 | 1,010,276 | | Basic Earnings Per Share (HK cents) | 2.88 | 3.90 | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, profit for the period was HK$740.1 million, with other comprehensive income primarily from exchange differences on foreign operations of HK$28.669 million and reclassification of foreign currency translation reserve of HK$30.834 million, leading to a total comprehensive income of HK$799.6 million, a 21.0% year-on-year decrease Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Profit for the Period | 740,142 | 1,010,270 | | Exchange differences on translation of foreign operations | 28,669 | 1,176 | | Foreign currency translation reserve released on deemed disposal of investment in an associate and reclassified to profit or loss | 30,834 | - | | Other comprehensive income for the period, net of tax | 59,503 | 1,176 | | Total comprehensive income for the period | 799,645 | 1,011,446 | | Total comprehensive income attributable to owners of the Company | 799,650 | 1,011,452 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were HK$25.035 billion, a 4.2% decrease from December 31, 2024, driven by a reduction in bank and cash balances, resulting in net current liabilities of HK$1.435 billion and a 3.7% decrease in net assets Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 12,548,238 | 11,870,336 | | Intangible assets | 1,696,254 | 1,582,605 | | Total non-current assets | 15,660,805 | 15,287,406 | | Current assets | | | | Trade and other receivables | 7,091,957 | 7,603,933 | | Bank and cash balances | 1,993,774 | 2,935,796 | | Total current assets | 9,374,037 | 10,832,994 | | Current liabilities | | | | Trade and other payables | 8,610,968 | 8,794,443 | | Current tax liabilities | 1,456,666 | 1,638,556 | | Total current liabilities | 10,808,619 | 10,768,648 | | Net current (liabilities)/assets | (1,434,582) | 64,346 | | Non-current liabilities | | | | Trade and other payables | 361,589 | 979,276 | | Total non-current liabilities | 1,418,103 | 2,056,372 | | Net assets | 12,808,120 | 13,295,380 | | Equity attributable to owners of the Company | 12,802,716 | 13,289,971 | Notes to the Condensed Financial Statements This section provides essential details and explanations for the condensed financial statements 1. Basis of Preparation The condensed financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the disclosure requirements of the Hong Kong Stock Exchange Listing Rules - The condensed financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the disclosure requirements of the Hong Kong Stock Exchange Listing Rules7 2. Going Concern Basis As of June 30, 2025, the Group had net current liabilities of approximately HK$1.435 billion, indicating significant uncertainty, but the Board believes the financial statements are appropriately prepared on a going concern basis due to future cash flow forecasts, expected core business growth, and cost control measures - As of June 30, 2025, the Group had net current liabilities of approximately HK$1,434,582,000, indicating a significant going concern uncertainty8 - The Board believes the Group will have sufficient working capital, citing ongoing negotiations for additional bank financing, expected positive cash flows from future operations, and continued strengthening of cost controls810 3. Significant Accounting Policies Information The condensed consolidated financial statements adopt the same accounting policies as the 2024 annual consolidated financial statements, with the addition of a new policy for derivative financial instruments, which are initially recognized at fair value and subsequently remeasured at fair value - The condensed consolidated financial statements adopt the same accounting policies as the 2024 annual consolidated financial statements, with the addition of a new accounting policy for derivative financial instruments9 - Derivative instruments are initially recognized at fair value on the contract date and subsequently remeasured at fair value at each reporting period end9 4. Adoption of New and Revised Hong Kong Financial Reporting Standards The Group first applied the amendments to Hong Kong Accounting Standard 21 "Lack of Exchangeability" from January 1, 2025, without changing accounting policies or making retrospective adjustments, and has not early adopted any new or revised standards that are not yet effective - The Group first applied the amendments to Hong Kong Accounting Standard 21 "Lack of Exchangeability" from January 1, 202512 - The Group did not change accounting policies or make retrospective adjustments due to the adoption of the revised standard12 5. Fair Value Measurement The carrying amounts of the Group's financial assets and liabilities in the condensed consolidated statement of financial position approximate their fair values, with fair value measurements using a three-level hierarchy, where financial assets and derivative financial instruments at fair value through profit or loss were measured using Level 1 inputs as of June 30, 2025 - The carrying amounts of financial assets and financial liabilities approximate their fair values14 - The fair value measurement hierarchy is divided into three levels, with financial assets and derivative financial instruments at fair value through profit or loss measured using Level 1 inputs as of June 30, 20251415 6. Segment Information The Group has identified three reportable segments: Exploration and Production, Trading, and Clean Energy Business, due to the acquisition of a wind power project subsidiary during the period, with detailed revenue, profit, assets, and liabilities presented for each segment - The Group has identified three reportable segments: Exploration and Production, Trading, and Clean Energy Business, due to the acquisition of a subsidiary engaged in the development and operation of wind power projects during the period1617 Segment Revenue and Profit for the Six Months Ended June 30, 2025 | Segment | Revenue from external customers (HK$ '000) | Segment profit (HK$ '000) | | :--- | :--- | :--- | | Exploration and Production | 4,318,738 | 403,550 | | Trading | 3,722,090 | (8,769) | | Clean Energy Business | 47,128 | 10,619 | | Total | 8,087,956 | 405,400 | Segment Assets and Liabilities as at June 30, 2025 | Segment | Segment assets (HK$ '000) | Segment liabilities (HK$ '000) | | :--- | :--- | :--- | | Exploration and Production | 20,291,884 | 7,495,902 | | Trading | 523,192 | 2,570,157 | | Clean Energy Business | 1,103,555 | 75,011 | | Total | 21,918,631 | 10,141,070 | 7. Revenue For the six months ended June 30, 2025, the Group's total revenue was HK$8.088 billion, a 4.2% year-on-year decrease, primarily due to lower sales and production income from crude oil, condensate, natural gas, and LPG, partially offset by increased energy product trading income and new wind power electricity sales, with Iraq being the largest regional market Revenue Sources for the Six Months Ended June 30, 2025 | Source | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Sales and production of crude oil, condensate, natural gas and LPG | 4,318,738 | 5,049,188 | | Trading of energy products | 3,722,090 | 3,390,619 | | Sales of electricity generated from wind power | 47,128 | - | | Total | 8,087,956 | 8,439,807 | Revenue by Major Geographical Market for the Six Months Ended June 30, 2025 | Major Geographical Market | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Pakistan | 1,581,682 | 1,647,813 | | Singapore | 2,860,656 | 1,323,254 | | Egypt | 472,278 | 573,776 | | Iraq | 2,560,593 | 2,714,154 | | UAE | 612,747 | 939,077 | | Switzerland | - | 1,026,146 | | Hong Kong | - | 215,587 | | Total revenue from external customers | 8,087,956 | 8,439,807 | 8. Finance Costs For the six months ended June 30, 2025, the Group's total finance costs were HK$144.8 million, with HK$3.142 million capitalized, resulting in net finance costs of HK$141.7 million, a 13.3% year-on-year decrease, primarily due to lower bank loan interest and a weighted average capitalization rate of 7.5% Finance Costs for the Six Months Ended June 30, 2025 | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Interest on bank loans | 12,355 | 78,526 | | Interest expense on lease liabilities | 7,960 | 9,769 | | Interest on customer deposits | 102,823 | 64,568 | | Provision - unwinding of discount | 20,914 | 13,231 | | Others | 745 | - | | Total borrowing costs | 144,797 | 166,094 | | Amount capitalized | (3,142) | (2,629) | | Total finance costs | 141,655 | 163,465 | - The weighted average capitalization rate for borrowing costs in 2025 was 7.5% (2024: 8.1%)22 9. Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was HK$288.9 million, a 20.8% year-on-year decrease, comprising current tax of HK$353.9 million and deferred tax income of HK$64.936 million, with varying tax rates applied across different operating regions Income Tax Expense for the Six Months Ended June 30, 2025 | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Current tax - overseas | 353,872 | 573,481 | | Underprovision in prior years | 240 | - | | Deferred tax | (64,936) | (208,723) | | Total income tax expense | 288,936 | 364,998 | - Income tax rates in Egypt, Iraq, Pakistan, Singapore, and China are 22.5%, 35%, 40% to 50%, 17%, and 25%, respectively23 10. Profit for the Period Profit for the period is derived after deducting or including several non-recurring or non-cash items, primarily including depreciation of HK$2.286 billion, amortization of intangible assets of HK$99.38 million, a bargain purchase gain on acquisition of a subsidiary of HK$114.381 million, and a gain on deemed disposal of investment in an associate of HK$78.912 million Adjustments to Profit for the Period for the Six Months Ended June 30, 2025 | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Acquisition related costs | 1,798 | - | | Impairment loss on property, plant and equipment | 24,020 | - | | Write-off of property, plant and equipment | 11,799 | - | | Gain on deemed disposal of investment in an associate | (78,912) | - | | Bargain purchase gain on acquisition of a subsidiary | (114,381) | - | | Amortization of intangible assets | 99,380 | 166,926 | | Depreciation | 2,285,989 | 2,409,060 | | Depreciation of right-of-use assets | 44,228 | 40,316 | | Impairment loss on investment in an associate | - | 38,842 | 11. Earnings Per Share For the six months ended June 30, 2025, basic earnings per share were 2.88 HK cents, a decrease from 3.90 HK cents in the prior year, with diluted earnings per share being the same as basic earnings per share due to the absence of potentially dilutive ordinary shares Earnings Per Share for the Six Months Ended June 30, 2025 | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic earnings per share | 2.88 | 3.90 | | Diluted earnings per share | Not applicable | Not applicable | - Profit attributable to owners of the Company was approximately HK$740,147,000 (2024: HK$1,010,276,000), with a weighted average number of ordinary shares outstanding of 25,682,474,305 (2024: 25,895,565,679) during the period26 12. Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, following a final dividend of 5 HK cents per ordinary share, totaling HK$1.292 billion, paid for 2024 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 202528 - A final dividend of 5 HK cents per ordinary share, totaling HK$1,292,480,000, was paid for 202428 13. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HK$2.244 billion in property, plant and equipment, a decrease from HK$2.934 billion in the prior year, and also acquired approximately HK$419.3 million through business combinations - For the six months ended June 30, 2025, the Group acquired approximately HK$2,244,137,000 in property, plant and equipment (2024: HK$2,934,258,000)29 - Property, plant and equipment acquired through business combinations amounted to approximately HK$419,307,00029 14. Right-of-use Assets For the six months ended June 30, 2025, the Group recognized right-of-use assets and lease liabilities of approximately HK$14.501 million for new lease agreements, and approximately HK$980,000 in right-of-use assets upon the step acquisition of a subsidiary - For the six months ended June 30, 2025, the Group recognized right-of-use assets and lease liabilities of approximately HK$14,501,000 for new lease agreements (2024: HK$59,983,000)30 - Approximately HK$980,000 in right-of-use assets and approximately HK$2,807,000 in lease liabilities were recognized upon the completion of a step acquisition30 15. Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to HK$7.092 billion, a 6.7% decrease from December 31, 2024, comprising trade receivables of HK$5.729 billion with provisions, and other receivables of HK$1.661 billion, mainly from joint operators and deposits Trade and Other Receivables as at June 30, 2025 | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Trade receivables | 5,729,194 | 6,320,638 | | Provision for trade receivables | (102,348) | (102,348) | | Provision for price adjustment | (195,837) | (196,100) | | Other receivables | 1,661,335 | 1,582,130 | | Provision for other receivables | (387) | (387) | | Total trade and other receivables | 7,091,957 | 7,603,933 | - The credit period for trade receivables is generally 30 to 45 days, with Iraqi customers settling through physical delivery of crude oil32 - A price adjustment provision of approximately HK$195,837,000 is made for potential price adjustments under Pakistan natural gas sales agreements34 16. Trade and Other Payables As of June 30, 2025, total trade and other payables were HK$8.973 billion, an 8.2% decrease from December 31, 2024, with current liabilities of HK$8.611 billion and non-current liabilities of HK$361.589 million, primarily including accrued operating and capital expenditures, customer deposits, and other taxes payable Trade and Other Payables as at June 30, 2025 | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Trade payables | 1,569,633 | 2,139,032 | | Other payables | 7,402,924 | 7,634,687 | | Total trade and other payables | 8,972,557 | 9,773,719 | | Current liabilities | 8,610,968 | 8,794,443 | | Non-current liabilities | 361,589 | 979,276 | - Customer deposits of approximately HK$1,872,000,000 relate to an agreement with a customer for secured crude oil prepayments financing up to approximately HK$3,120,000,000 (equivalent to approximately US$400,000,000)38 17. Borrowings As of June 30, 2025, the Group's total secured bank loans increased to HK$332.495 million from HK$233.775 million on December 31, 2024, comprising current liabilities of HK$201.649 million and non-current liabilities of HK$130.846 million Borrowings Analysis as at June 30, 2025 | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Bank loans, secured | 332,495 | 233,775 | | Current liabilities | 201,649 | 155,825 | | Non-current liabilities | 130,846 | 77,950 | 18. Provisions As of June 30, 2025, the Group's total provisions amounted to HK$706.359 million, primarily for dismantlement costs of leasehold improvements and decommissioning costs related to oil and gas exploration and production activities, requiring restoration of concession areas to an acceptable state Movement in Provisions as at June 30, 2025 | Item | Dismantlement costs for leasehold improvements (HK$ '000) | Decommissioning costs (HK$ '000) | Total (HK$ '000) | | :--- | :--- | :--- | :--- | | At January 1, 2025 (audited) | 500 | 733,211 | 733,711 | | Less: Actual costs incurred during the period | - | (48,126) | (48,126) | | Less: Reversal of provision recognised during the period | - | (140) | (140) | | Add: Unwinding of discount | - | 20,914 | 20,914 | | At June 30, 2025 (unaudited) | 500 | 705,859 | 706,359 | - Decommissioning costs relate to oil and gas exploration and production activities, where the Group is required to restore concession areas to an acceptable state40 19. Share Capital As of June 30, 2025, the Company's authorized share capital was HK$600 million, with issued and fully paid share capital of HK$260.405 million, comprising 26,040,504,786 ordinary shares of HK$0.01 each, and no treasury shares were purchased during the period Share Capital Structure as at June 30, 2025 | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Authorised share capital (60,000,000,000 ordinary shares of HK$0.01 each) | 600,000 | 600,000 | | Issued and fully paid share capital (26,040,504,786 ordinary shares of HK$0.01 each) | 260,405 | 260,405 | - For the six months ended June 30, 2025, the Company did not purchase any treasury shares (2024: 91,054,000 shares)42 20. Performance Share Unit Scheme The Company adopted the Performance Share Unit (PSU) Scheme on April 1, 2019, to incentivize employees; for the six months ended June 30, 2025, no shares were purchased by the trustee or granted to eligible employees, while 36,366,895 awarded shares vested and 700,000 were forfeited, resulting in an expense of approximately HK$5.575 million recognized by the Group - The PSU Scheme aims to incentivize employees, drive shareholder value growth, and achieve medium-to-long-term performance targets43 - For the six months ended June 30, 2025, the trustee did not purchase shares from the market, nor did it grant shares to eligible employees4344 Movement of Awarded Shares under Performance Share Unit Scheme | Date of Grant | Outstanding at January 1, 2025 (shares) | Granted during the period (shares) | Vested during the period (shares) | Forfeited during the period (shares) | Outstanding at June 30, 2025 (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | May 17, 2022 | 21,292,097 | - | (21,106,108) | (185,989) | - | | May 17, 2022 | 14,224,798 | - | (13,960,787) | (264,011) | - | | June 27, 2023 | 20,150,000 | - | (1,300,000) | (250,000) | 18,600,000 | | Total | 55,666,895 | - | (36,366,895) | (700,000) | 18,600,000 | - For the six months ended June 30, 2025, the Group recognized an expense of approximately HK$5,575,000 for the PSU Scheme (2024: HK$7,775,000)46 21. Capital Commitments As of June 30, 2025, the Group's total contracted but unprovided capital commitments significantly increased to HK$3.605 billion from HK$1.572 billion on December 31, 2024, primarily due to the acquisition of subsidiaries and property, plant and equipment Capital Commitments as at June 30, 2025 | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Acquisition of property, plant and equipment | 1,782,076 | 977,177 | | Acquisition of subsidiaries | 1,224,600 | - | | Contribution to subsidiaries | 575,912 | 573,084 | | Contribution to associates | 21,931 | 21,597 | | Total | 3,604,519 | 1,571,858 | 22. Contingent Liabilities The Group faces several contingent liabilities, including an unlimited corporate guarantee for United Energy Pakistan Limited, a dispute with the Pakistan government over a windfall levy potentially requiring an additional HK$192 million provision, tax directives from the Pakistan tax authorities totaling HK$1.135 billion in potential taxes, and bank guarantees for concession agreement obligations - The Company provides an unlimited corporate guarantee for United Energy Pakistan Limited to fulfill concession agreement obligations48 - A dispute with the Pakistan government regarding a windfall levy could require an additional provision of approximately HK$191,969,000 if implemented retrospectively48 - The Pakistan tax authorities have issued multiple tax directives, with cumulative potential tax amounts of approximately HK$1,135,414,00048 23. Acquisition of Subsidiaries On May 12, 2025, the Group completed the acquisition of a 52% equity interest in Oriental Group Beijing Investment Holding Co., Ltd. (OGBIH Group) for HK$148.2 million in cash, making it a wholly-owned subsidiary, as part of its clean energy expansion strategy, and recognized a gain on deemed disposal of investment in an associate of HK$78.912 million and a bargain purchase gain of HK$114.381 million - On May 12, 2025, the Group completed the acquisition of a 52% equity interest in OGBIH Group for a cash consideration of approximately HK$148,200,000, making it a wholly-owned subsidiary49 - OGBIH Group is engaged in a 99 MW wind power project in Pakistan, and this acquisition is part of the Group's strategy to expand its clean energy business segment49 - The Group remeasured the fair value of its original interest in OGBIH Group, recognizing a gain of approximately HK$78,912,0004951 - A bargain purchase gain of HK$114,381,000 was recognized in the business combination, attributed to the increase in the fair value of the acquired net assets53 - OGBIH Group contributed approximately HK$47,128,000 in revenue and approximately HK$28,036,000 in profit from the acquisition date to the end of the reporting period54 24. Related Party Transactions During the reporting period, the Group engaged in various related party transactions, including the acquisition of OGBIH Group, guarantees and service fee waivers from Oriental Group, a personal guarantee from former director Mr. Zhang Hongwei, lease payments to Beijing Dacheng Hotel, property management fees received by Oriental An Yi, and wind turbine operation and maintenance service income from former associate UEP Wind Power (Private) Limited - The acquisition of OGBIH Group was a related party transaction, with a cash consideration of approximately HK$148,200,00055 - Oriental Group waived bank financing guarantee service fees for OGBIH of approximately HK$999,000 (2024: HK$2,415,000)55 - Office lease payments to Beijing Dacheng Hotel amounted to approximately HK$12,701,000 (2024: HK$8,499,000)56 - Oriental An Yi received property management service fees, electricity supply, and lease fees of approximately HK$1,723,000 (2024: HK$1,789,000)56 - Wind turbine operation and maintenance service income of approximately HK$16,323,000 (2024: HK$21,911,000) was received from former associate UEP Wind Power (Private) Limited56 Management Discussion and Analysis This section provides management's perspective on the company's performance, financial condition, and future outlook Business Review The Group operates as an integrated energy company listed on the Hong Kong Stock Exchange, with businesses spanning upstream oil and gas, clean energy, and energy trading; in H1 2025, despite an anticipated 3.0% global economic growth and increased crude oil demand, the average Brent crude oil price decreased by 14.04% year-on-year, leading to a 26.7% decline in profit attributable to owners of the Company - The Group primarily engages in upstream oil and gas, clean energy, and energy trading businesses57 - The average Brent crude oil price in H1 2025 was US$72.03 per barrel, a decrease of approximately 14.04% compared to the same period in 202459 - Profit attributable to owners of the Company was approximately HK$740,147,000, a 26.7% decrease compared to the same period in 202459 Exploration, Development and Production In H1 2025, the Group achieved three commercial discoveries (one in Pakistan, two in Egypt), with average operating daily production increasing by 9.4% to 187,258 BOED and average entitlement daily production rising by 9.3% to 111,762 BOED, primarily driven by existing well management and new discoveries - In H1 2025, the Group achieved 3 commercial discoveries, with 1 in Pakistan and 2 in Egypt60 Production Data for the Six Months Ended June 30, 2025 | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Average Operating Daily Production (BOED) | 187,258 | 171,195 | +9.4 | | Cumulative Operating Production (million BOE) | 33.89 | 31.15 | +8.8 | | Average Entitlement Daily Production (BOED) | 111,762 | 102,298 | +9.3 | | Cumulative Entitlement Production (million BOE) | 20.23 | 18.62 | +8.6 | Pakistan For the six months ended June 30, 2025, Pakistan assets experienced an approximately 18% decrease in both average operating daily production and average entitlement daily production, with an oil-to-gas ratio of about 21%, though one commercial discovery during the period is expected to contribute to reserves and production - Pakistan assets' average operating daily production was approximately 44,686 BOED, a year-on-year decrease of 18%62 - Average entitlement daily production was approximately 31,571 BOED, a year-on-year decrease of 17.7%62 - The oil-to-gas ratio in Pakistan was approximately 21%, with 1 commercial discovery during the period62 Iraq In Iraq, the Group's average operating daily production and average entitlement daily production in Block 9 both increased by 35.5% to 101,390 BOED and 60,834 BOED, respectively, while Siba gas field saw a 1.1% increase in both average operating and entitlement daily production - Iraq Block 9's average operating daily production was approximately 101,390 BOED, a year-on-year increase of 35.5%; average entitlement daily production was approximately 60,834 BOED, a year-on-year increase of 35.5%63 - Iraq Siba gas field's average operating daily production was approximately 26,604 BOED, a year-on-year increase of 1.1%; average entitlement daily production was approximately 7,981 BOED, a year-on-year increase of 1.1%63 Egypt For the six months ended June 30, 2025, Egypt assets experienced a 6.4% decrease in average operating daily production and a 1.9% decrease in average entitlement daily production, with an oil-to-gas ratio of approximately 99%, though two commercial discoveries during the period are expected to contribute to reserves and production - Egypt assets' average operating daily production was approximately 14,577 BOED, a year-on-year decrease of 6.4%; average entitlement daily production was approximately 11,376 BOED, a year-on-year decrease of 1.9%64 - The oil-to-gas ratio in Egypt was approximately 99%, with 2 commercial discoveries during the period64 Core Competencies Analysis The Group's core competencies include successful exploration and a robust resource base with a reserve life of nearly 16 years, rapid development and capacity enhancement of large oil fields, significant low-cost advantages and strong financial performance, industry-leading Health, Safety, and Environment (HSE) performance, a "dual-driven" strategy for a low-carbon future, and a strong commitment to social responsibility - In the first half of the year, 3 commercial discoveries were made, maintaining a reserve life of nearly 16 years65 - The central processing facilities in Iraq Block 9, with a daily crude oil processing capacity of 100,000 barrels and a natural gas processing capacity of 130 million cubic feet per day, are operating normally66 - The Group maintains an industry-leading low-cost advantage, possesses a robust financial position, and has a low leverage ratio67 - Operational safety is a top priority, with HSE indicators at an industry-leading level68 - A "dual-driven" strategy is adopted to develop traditional fossil energy businesses while promoting clean energy projects69 - The Group highly values its employees, building a diverse international team, and actively invests in local community education, healthcare, and vocational training programs70 Sales and Marketing The Group primarily sells crude oil and condensate through international traders, with prices benchmarked against Brent crude oil, while natural gas sales are based on long-term agreements linked to international oil prices, and the energy trading segment optimizes sales of Iraqi and Pakistani share crude oil and products, with petrochemical product sales reaching 896,723 metric tons - Crude oil sales prices are primarily determined by international benchmark crude oil prices of similar quality, denominated and settled in US dollars, with Brent crude oil as the benchmark71 - Natural gas sales prices are based on long-term sales agreements negotiated with customers, including a price review mechanism linked to international oil prices72 - The energy trading segment conducts energy product trading, optimizing sales of Iraqi and Pakistani share crude oil and products73 Crude Oil Sales For the six months ended June 30, 2025, the Group's cumulative entitlement sales volume of crude oil and condensate was 15.1 million barrels, an 18.9% year-on-year increase, while the average realized crude oil price was US$68.19 per barrel, a 13.6% year-on-year decrease, mainly due to the decline in Brent crude oil prices - Cumulative entitlement sales volume of crude oil and condensate was 15.1 million barrels, a year-on-year increase of 18.9%71 - The average realized crude oil price was approximately US$68.19 per barrel, a year-on-year decrease of 13.6%71 Natural Gas Sales For the six months ended June 30, 2025, the Group's cumulative entitlement natural gas sales volume was 5.0 million BOE, a 12.3% year-on-year decrease, with an average realized natural gas sales price of US$29.75 per BOE, a 3.0% year-on-year decrease - Cumulative entitlement natural gas sales volume was 5.0 million BOE, a year-on-year decrease of 12.3%72 - The average realized natural gas sales price was approximately US$29.75 per BOE, a year-on-year decrease of 3.0%72 Energy Product Sales For the six months ended June 30, 2025, the Group's petrochemical product sales volume was 896,723 metric tons, with an average realized price of approximately US$532.15 per metric ton - Petrochemical product sales volume was 896,723 metric tons73 - The average realized price was approximately US$532.15 per metric ton73 Financial Performance This section provides a detailed analysis of the Group's financial results, including profit, revenue, costs, and cash flows for the reporting period Financial Review For the six months ended June 30, 2025, profit attributable to owners of the Company was approximately HK$740.1 million, a 26.7% year-on-year decrease, despite a 9.3% increase in average entitlement daily production to 111,762 BOED, due to an 8.4% decline in the average realized oil and gas price to US$58.58 per BOE - Profit attributable to owners of the Company was approximately HK$740,147,000, a 26.7% decrease compared to the same period last year74 - Average entitlement daily production was approximately 111,762 BOED, a 9.3% increase compared to the same period last year74 - The average realized price for oil and gas was approximately US$58.58 per BOE, an 8.4% year-on-year decrease74 Revenue During the reporting period, revenue was approximately HK$8.088 billion, a 4.2% year-on-year decrease, primarily due to lower average realized prices for crude oil and condensate, partially offset by growth in trading and new clean energy businesses Revenue for the Six Months Ended June 30, 2025 | Business | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Exploration and Production | 4,318,738 | 5,049,188 | | Trading | 3,722,090 | 3,390,619 | | Clean Energy Business | 47,128 | - | | Total | 8,087,956 | 8,439,807 | - Revenue decreased by 4.2%, primarily due to lower average realized prices for crude oil and condensate, partially offset by increased trading business and new clean energy business75 Key Data for Exploration and Production Business | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Crude Oil and Natural Gas Sales (US$ '000) | 1,182,219 | 1,180,357 | +1,862 | +0.2% | | Sales Volume (million BOE) | 20.2 | 18.5 | +1.7 | +9.2% | | Realized Price (US$ per BOE) | 58.58 | 63.93 | -5.35 | -8.4% | Cost of Sales and Services In H1 2025, extraction costs for exploration and production activities increased by 14.8% to HK$607.296 million, with overall extraction costs per BOE slightly rising by 4.8% to US$4.4, and total sales and services costs including depreciation and amortization of approximately HK$2.355 billion, a 7.7% year-on-year decrease - Extraction costs for exploration and production activities increased by 14.8% to approximately HK$607,296,00077 - Overall extraction costs per BOE were approximately US$4.4, a slight increase of 4.8%77 - Sales and services costs included approximately HK$2,354,880,000 in depreciation and amortization, a year-on-year decrease of 7.7%78 Gross Profit During the reporting period, gross profit was approximately HK$1.306 billion, with a gross profit margin of 16.1%, representing a 30.8% year-on-year decrease, primarily due to the decline in average realized prices for crude oil and condensate - Gross profit was approximately HK$1,306,118,000 (gross profit margin of 16.1%), a year-on-year decrease of 30.8%79 - The significant decrease in gross profit was primarily due to the decline in average realized prices for crude oil and condensate during the period79 Exploration Expenses During the reporting period, exploration expenses amounted to approximately HK$65.168 million, primarily for geological and geophysical data studies, surface use rights, and losses from dry and abandoned wells written off in Egyptian assets - Exploration expenses were approximately HK$65,168,000 (2024: HK$92,684,000)80 - Exploration expenses were primarily for geological and geophysical data studies, surface use rights, and losses from dry and abandoned wells written off in Egyptian assets of approximately HK$11,799,00080 Administrative Expenses During the reporting period, administrative expenses were approximately HK$374 million, representing 4.6% of revenue, an increase from HK$292 million in the prior year - Administrative expenses were approximately HK$374,030,000 (2024: HK$292,463,000), representing approximately 4.6% of revenue (2024: 3.5%)81 Finance Costs During the reporting period, finance costs were approximately HK$141.7 million, a 13.3% year-on-year decrease, primarily due to the one-off amortization of upfront fees upon repayment of borrowings in the prior year, partially offset by an increase in trade finance loans, with a weighted average borrowing interest rate of 9.69% - Finance costs were approximately HK$141,655,000, a year-on-year decrease of 13.3%82 - The decrease in finance costs was primarily due to the one-off amortization of upfront fees upon repayment of borrowings in the prior year, partially offset by an increase in trade finance loans during the reporting period82 - The weighted average borrowing interest rate for the reporting period was 9.69% (2024: 13.47%)82 Income Tax Expense During the reporting period, income tax expense was approximately HK$288.9 million, comprising current tax of HK$353.9 million and deferred tax income of HK$64.936 million, with an effective tax rate of approximately 28.1%, an increase of 1.6 percentage points from the prior year - Income tax expense was approximately HK$288,936,000, comprising current tax of approximately HK$353,872,000 and deferred tax income of approximately HK$64,936,00083 - The effective tax rate for the reporting period was approximately 28.1%, an increase of 1.6 percentage points compared to approximately 26.5% in the prior year83 Net Cash Generated from Operating Activities During the reporting period, net cash inflow from operating activities was approximately HK$2.740 billion, a 36.9% year-on-year decrease, primarily due to reduced sales inflows resulting from a decline in average net realized sales prices - Net cash inflow from operating activities was approximately HK$2,739,813,000, a 36.9% decrease compared to the same period last year84 - The decrease was primarily due to lower sales inflows resulting from a decline in average net realized sales prices during the period84 Net Cash Used in Investing Activities In H1 2025, net cash outflow from investing activities was approximately HK$2.123 billion, a 27.3% year-on-year decrease, primarily due to reduced capital expenditures - Net cash outflow from investing activities was approximately HK$2,122,961,000, a 27.3% decrease compared to the same period last year85 - Capital expenditures amounted to approximately HK$2,211,950,000, a total decrease of 22.3% compared to the same period last year85 Net Cash Used in Financing Activities In H1 2025, net cash outflow from financing activities was approximately HK$1.566 billion, primarily due to dividends paid of HK$1.292 billion and repayment of borrowings of HK$186.42 million during the period - Net cash outflow from financing activities was approximately HK$1,565,619,00086 - This was primarily due to dividends paid of approximately HK$1,292,480,000 and repayment of borrowings of approximately HK$186,420,000 during the period86 Dividends The Board does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the reporting period87 Other Financial Information To supplement the consolidated results under Hong Kong Financial Reporting Standards, the Group uses non-HKFRS measures such as Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) and Adjusted EBITDA as additional financial metrics; Adjusted EBITDA was approximately HK$3.427 billion, a 17.5% year-on-year decrease, primarily due to lower average net realized sales prices - The Group uses non-HKFRS measures such as EBITDA and Adjusted EBITDA as additional financial metrics to provide useful information regarding its financial position and operating performance88 Reconciliation of Non-HKFRS Measures to HKFRS Measures | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Profit for the Period | 740,142 | 1,010,270 | | Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) | 3,600,330 | 4,155,035 | | Adjusted Earnings Before Interest, Tax, Depreciation and Amortization | 3,427,420 | 4,156,371 | - Adjusted EBITDA for the reporting period was approximately HK$3,427,420,000, a 17.5% decrease compared to the same period last year, primarily due to lower average net realized sales prices91 Business and Market Outlook Global economic growth is projected at 3.0% in 2025, with crude oil demand expected to increase by 1.3 million barrels per day year-on-year; the Group targets an average operating daily production of 178,900 to 204,200 BOED and an average entitlement daily production of 104,200 to 120,600 BOED for 2025, with capital expenditures estimated at US$750 million, mainly for exploration, development, and engineering construction - Global economic growth is projected at 3.0% in 2025, with global crude oil demand expected to increase by 1.3 million barrels per day year-on-year92 - The 2025 target for average operating daily production is 178,900 to 204,200 BOED, and for average entitlement daily production is 104,200 to 120,600 BOED92 - Capital expenditures are projected to reach US$750 million, primarily to support exploration, development, and engineering construction plans92 Pakistan Assets Pakistan's natural gas demand is projected to increase while domestic production is expected to decline rapidly, leading to a gas shortage; the Group plans to achieve an average entitlement daily production of 29,500 to 35,500 BOED in Pakistan for 2025 and will continue to seek market opportunities for expansion - Pakistan's natural gas demand is projected to increase from 3.56 billion cubic feet per day in 2020 to 4.24 billion cubic feet per day in 2030, while domestic production is expected to decline rapidly93 - The plan for 2025 is to achieve an average entitlement daily production of 29,500 to 35,500 BOED94 Middle East and North Africa Assets Middle East and North Africa assets hold 576.7 million BOE in entitlement proved and probable reserves, with 97.0% located in Iraq; the Group plans to further develop the region's potential, expecting Iraq Block 9 to reach an average operating daily production of 130,000 BOED, Siba gas field to maintain peak production, and the Egyptian asset portfolio to double if acquisitions are successful - Middle East and North Africa assets hold 576.7 million BOE in entitlement proved and probable reserves, with 97.0% located in Iraq95 - Iraq Block 9's average operating daily production is expected to reach 130,000 BOED95 - In 2025, Iraq assets are planned to achieve an average entitlement daily production of 65,100 to 73,000 BOED, and Egyptian assets are planned to achieve an average entitlement daily production of 9,500 to 12,100 BOED95 Conclusion Despite facing challenges of increased costs and decreased profitability in H1 2025, the Group remains committed to consolidating its strategic position through targeted investments and operational efficiency, focusing on sustainable development practices and exploring new market opportunities for long-term growth and shareholder value creation - In H1 2025, the Group faced challenges of increased costs and decreased profitability96 - The Group will focus on sustainable development practices and explore new opportunities in emerging markets to enable long-term growth and create value for shareholders96 Other Information This section covers various corporate governance, financial, and operational details not included in the main financial statements or management discussion Liquidity and Financial Resources As of June 30, 2025, the Group's bank and cash balances were approximately HK$1.994 billion, with total borrowings of approximately HK$332.495 million at an average interest rate of 8.80%, a debt-to-equity ratio of 9.7%, and a current ratio of approximately 0.87 times; the Group is exploring opportunities to optimize its capital structure and utilize international debt capital markets - As of June 30, 2025, bank and cash balances were approximately HK$1,993,774,000 (December 31, 2024: HK$2,935,796,000)97 Outstanding Borrowings Principal as at June 30, 2025 | Borrowing Type | US$ | Equivalent HK$ | | :--- | :--- | :--- | | Term borrowings | 42,600,000 | 332,280,000 | | Trade finance loans | 240,000,000 | 1,872,000,000 | | Total | 282,600,000 | 2,204,280,000 | - The debt-to-equity ratio was 9.7% (December 31, 2024: 11.6%), and the current ratio was approximately 0.87 times (December 31, 2024: 1.01 times)98 - Total borrowings were approximately HK$332,495,000, with an average interest rate of 8.80% (December 31, 2024: 8.61%)99 - The Group is exploring various opportunities to optimize its capital structure, including utilizing international debt capital markets99 Material Acquisitions and Disposals During the reporting period, the Group signed an agreement to acquire Apex International Energy Holdings I (AIEH I), an upstream oil and gas company primarily engaged in exploration and production activities in Egypt, for approximately HK$1.17 billion, pending Egyptian government approval; additionally, the acquisition of a 52% equity interest in OGBIH from an associated company for approximately US$19 million was completed on May 12, 2025 - The Group signed an agreement to acquire Apex International Energy Holdings I (AIEH I), an upstream oil and gas company primarily engaged in exploration and production activities in Egypt, for approximately HK$1,170,000,000100 - The completion of the AIEH I acquisition is subject to the satisfaction of preconditions and approval from the Egyptian government by February 7, 2026100 - The acquisition of a 52% equity interest in Oriental Group Beijing Investment Holding Co., Ltd. (OGBIH) from an associated company for approximately US$19,000,000 was completed on May 12, 2025101 Segment Information Details regarding the Group's segment information are provided in Note 6 to the condensed consolidated financial statements - The Group's segment information is detailed in Note 6 to the condensed consolidated financial statements102 Capital Structure As of June 30, 2025, the Company's total issued share capital (including treasury shares) was 26,040,504,786 shares, and the number of issued shares excluding treasury shares was 25,849,594,786 shares, remaining consistent with January 1, 2025 - As of June 30, 2025, the Company's total issued share capital (including treasury shares) was 26,040,504,786 shares103 - The number of issued shares excluding treasury shares was 25,849,594,786 shares103 Employees As of June 30, 2025, the Group employed 2,345 full-time employees globally across Hong Kong, China, Pakistan, Dubai, and other Middle East and North Africa regions, with employee remuneration packages, including basic salary, year-end bonuses, medical, and provident fund contributions, regularly reviewed and determined - As of June 30, 2025, the Group employed a total of 2,345 full-time employees across Hong Kong, China, Pakistan, Dubai, and other Middle East and North Africa regions104 - Employee remuneration packages, including basic salary, year-end bonuses, medical, and provident fund contributions, are regularly reviewed with reference to individual performance and market practices104 Contingent Liabilities Details regarding the Company's contingent liabilities are provided in Note 22 to the condensed consolidated financial statements - Details regarding the Company's contingent liabilities are provided in Note 22 to the condensed consolidated financial statements105 Exchange Rate Fluctuation Risk and Related Hedging The Group's monetary assets and transactions are primarily denominated in US dollars and Hong Kong dollars, maintaining relatively stable exchange rates, while the impact of other transaction currencies (RMB, Pakistani Rupee, Iraqi Dinar, and Egyptian Pound) is lower, thus no financial instruments were used for hedging during the reporting period, but exchange rate fluctuations are continuously monitored - The Group's monetary assets and transactions are primarily denominated in US dollars and Hong Kong dollars, with relatively stable exchange rates106 - No financial instruments were used for hedging during the reporting period, but exchange rate fluctuations are monitored, and appropriate actions will be taken106 Sufficiency of Public Float The Company has maintained a sufficient public float throughout the six months ended June 30, 2025 - The Company has maintained a sufficient public float throughout the six months ended June 30, 2025107 Share Option Scheme The Company's Share Option Scheme, adopted on May 27, 2016, aims to incentivize directors, employees, and consultants, authorizing the subscription of up to 1,308,572,137 shares, with no options granted, exercised, lapsed, or cancelled during the reporting period - The Share Option Scheme was adopted on May 27, 2016, to provide directors, employees, and consultants with an opportunity to acquire ownership interests in the Group108 - The scheme authorizes the grant of share options to subscribe for up to 1,308,572,137 shares of the Company108 - During the reporting period, no share options were granted, exercised, lapsed, or cancelled under the Share Option Scheme109 Performance Share Unit Scheme The Company adopted the PSU Scheme on April 1, 2019, to drive shareholder value growth, achieve medium-to-long-term performance targets, and retain key talent; during the reporting period, no new PSUs were granted, 36,366,895 awarded shares vested, and 700,000 were cancelled, with Mr. Song Yu holding 2,700,000 vested and unvested awarded shares - The PSU Scheme aims to drive successful growth in the Group's shareholder value, achieve medium-to-long-term performance targets, and attract, motivate, and retain key talent110 - During the reporting period, no new PSUs were granted, 36,366,895 awarded shares vested, and 700,000 awarded shares were cancelled111 - Mr. Song Yu holds 1,500,000 vested shares and 1,200,000 unvested shares, totaling 2,700,000 shares of the Company111 - As of the date of this announcement, the number of shares available for future grants under the PSU Scheme is 123,926,846 shares, representing approximately 4.8% of the scheme limit112 Disclosure of Interests This section details the interests and short positions of directors and substantial shareholders in the Company's securities Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, Mr. Yao Zhisheng held a long position of 6,013,681,397 shares (23.09%), and Mr. Song Yu held a long position of 2,700,000 shares (0.01%) Directors' Interests in the Company's Securities as at June 30, 2025 | Name of Director | Nature of Interest | Long Position (Number of Shares) | Short Position (Number of Shares) | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Yao Zhisheng | Interest in controlled corporation | 6,013,681,397 | - | 23.09% (L) | | Song Yu | Beneficial owner | 2,700,000 | - | 0.01% (L) | Substantial Shareholders As of June 30, 2025, Mr. Zhang Hongwei and his controlled corporations held long and short positions in the Company's shares, with a long position of 32.19%; Mr. Yao Zhisheng and his controlled corporations held a 23.09% long position; Oriental Group Company Limited and its controlled corporations held a 25.24% long position; and Guotai Haitong Securities Co., Ltd. and its controlled corporations held a 7.83% long position Disclosure of Major Shareholders' Interests as at June 30, 2025 | Name | Capacity and Nature of Interest | Number of Shares | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Zhang Hongwei | Interest in controlled corporation | 8,382,607,845 (L) | 32.19% (L) | | | | 2,020,915,141 (S) | 7.76% (S) | | Yao Zhisheng | Interest in controlled corporation | 6,013,681,397 (L) | 23.09% (L) | | Oriental Group Company Limited | Interest in controlled corporation | 6,572,483,000 (L) | 25.24% (L) | | Guotai Haitong Securities Co., Ltd. | Interest in controlled corporation | 2,039,700,000 (L) | 7.83% (L) | - Mr. Zhang Hongwei is deemed to have an interest in 8,382,607,845 shares (32.19%), including shares held by his wholly-owned Wanfu Enterprise Limited and He Fu International Limited, controlled through Oriental Group Company Limited119 - Mr. Yao Zhisheng ultimately owns Sheen Wise International Investment Limited, which holds 6,013,681,397 shares (23.09%)119 Corporate Governance Code During the reporting period, the Board and Board committees saw changes in composition, with Mr. Song Yu appointed Executive Director and Chairman, Mr. Zhao Pingshun appointed Executive Director, and Mr. Yao Zhisheng re-designated as Non-executive Director; the Group complies with the Corporate Governance Code in Appendix C1 of the Listing Rules, except for the vacant CEO position whose duties are performed by Executive Directors and management - Mr. Song Yu has been appointed as an Executive Director of the Company and re-designated as Chairman on June 27, 2025120 - Mr. Zhao Pingshun has been appointed as an Executive Director, Authorized Representative, and a member of both the Remuneration Committee and Nomination Committee[120](index=120&type=chun