众诚能源(02337) - 2025 - 中期财报

Company Information This section provides an overview of the company's board members, committee structures, and external auditor - The Board of Directors includes executive directors Mr. Zhao Jinmin (Chairman and Chief Executive Officer), Mr. Liu Yingwu, Mr. Ma Haidong, Mr. Wang Zhiwei, Ms. Bian Xiaodan, and independent non-executive directors Ms. Su Dan, Mr. Zhang Zhifeng, and Mr. Liu Yingjie[4] - Mr. Liu Yingjie chairs the Audit Committee, Mr. Zhang Zhifeng chairs the Remuneration Committee, and Ms. Su Dan chairs the Nomination Committee[4] - The company's auditor is KPMG[5] Financial Highlights This section presents a summary of the company's key financial performance and position indicators for the six months ended June 30 Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Revenue | 3,082,015 | 3,839,411 | | Gross Profit | 151,299 | 212,028 | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Profit/(Loss) Attributable to Equity Holders of the Company | (7,278) | 26,970 | | Gross Profit Margin | 5% | 6% | | Earnings/(Loss) Per Share (RMB) | (0.02) | 0.07 | | As at Period End | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | Total Assets | 2,434,562 | 1,877,283 | | Net Assets | 527,362 | 547,955 | Consolidated Statement of Profit or Loss This statement details the company's revenues, costs, and profits or losses over the six-month period, showing a shift from profit to loss Consolidated Statement of Profit or Loss for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Revenue | 3,082,015 | 3,839,411 | | Cost of Sales | (2,930,716) | (3,627,383) | | Gross Profit | 151,299 | 212,028 | | Other Income | 3,439 | 3,585 | | Staff Costs | (78,646) | (83,108) | | Depreciation Expense | (30,372) | (32,652) | | Reversal of/(Loss on) Impairment of Trade Receivables | 910 | (973) | | Other Operating Expenses | (39,640) | (43,638) | | Operating Profit | 6,990 | 55,242 | | Share of Profit of an Associate | 755 | 524 | | Finance Costs | (13,066) | (13,696) | | Profit/(Loss) Before Tax | (5,321) | 42,070 | | Income Tax | (511) | (14,130) | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Profit/(Loss) Attributable to Equity Holders of the Company | (7,278) | 26,970 | | Profit/(Loss) Attributable to Non-controlling Interests | 1,446 | 970 | | Basic and Diluted Earnings/(Loss) Per Share (RMB) | (0.02) | 0.07 | Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the total comprehensive income for the period, including profit or loss and other comprehensive income items Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Other Comprehensive Income for the Period (After Tax): | | | | - Exchange differences on translation of financial statements denominated in foreign currencies into the Group's presentation currency | (531) | 893 | | Total Comprehensive Income for the Period | (6,363) | 28,833 | | Attributable to Equity Holders of the Company | (7,859) | 27,886 | | Attributable to Non-controlling Interests | 1,496 | 947 | Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity as of June 30, 2025 Consolidated Statement of Financial Position as at June 30, 2025 | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Non-current Assets | | | | Property, Plant and Equipment | 407,618 | 427,782 | | Investment Properties | 1,520 | 1,581 | | Interest in an Associate | 54,467 | 54,545 | | Deferred Tax Assets | 71,228 | 59,651 | | Current Assets | | | | Inventories | 126,381 | 140,362 | | Trade and Bills Receivables | 173,059 | 95,630 | | Prepayments, Deposits and Other Receivables | 1,120,985 | 933,224 | | Restricted Cash | 388,350 | 88,350 | | Cash and Cash Equivalents | 83,212 | 70,278 | | Current Liabilities | | | | Bank and Other Borrowings | 640,100 | 445,175 | | Trade and Bills Payables | 286,822 | 2,748 | | Accruals, Other Payables and Contract Liabilities | 704,635 | 549,717 | | Net Assets | 527,362 | 547,955 | | Total Equity | 527,362 | 547,955 | Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity components over the six-month period, reflecting profits, losses, and dividends Consolidated Statement of Changes in Equity for the Six Months Ended June 30 | Metric | January 1, 2025 (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Balance at Beginning of Period | 547,955 | 547,955 | | Profit/(Loss) for the Period | (5,832) | (5,832) | | Other Comprehensive Income for the Period | (531) | (531) | | Total Comprehensive Income | (6,363) | (6,363) | | Dividends Approved During the Period | (13,872) | (13,872) | | Distribution to Non-controlling Interests of a Subsidiary | (358) | (358) | | Balance at End of Period | 527,362 | 527,362 | Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six-month period Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Net Cash From Operating Activities | 159,391 | 49,387 | | Net Cash Used in Investing Activities | (1,927) | (3,926) | | Net Cash Used in Financing Activities | (144,493) | (21,973) | | Net Increase in Cash and Cash Equivalents | 12,971 | 23,488 | | Cash and Cash Equivalents at January 1 | 70,278 | 46,517 | | Effect of Foreign Exchange Rate Changes | (37) | 72 | | Cash and Cash Equivalents at June 30 | 83,212 | 70,077 | Notes to the Unaudited Interim Financial Report This section provides detailed explanatory notes to the unaudited interim financial statements, covering accounting policies, revenue, expenses, and financial position items 1. Company Information The company, incorporated in the Cayman Islands and listed on the HKEX, primarily engages in retail and wholesale of refined oil and natural gas, franchise services, and transportation services - The company was incorporated in the Cayman Islands on December 19, 2016, and listed on the Main Board of the Hong Kong Stock Exchange on October 16, 2017[21] - The Group's principal activities include retail and wholesale of refined oil and natural gas, provision of franchise services, and oil and gas transportation services[21] 2. Basis of Preparation This interim financial report is prepared in accordance with HKEX Listing Rules and IAS 34, using consistent accounting policies, and has been reviewed by KPMG - This interim financial report is prepared in accordance with the HKEX Listing Rules and International Accounting Standard 34, and was authorized for issue on August 27, 2025[22] - This interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[23] Number of Gas and Petrol Stations and Storage Facilities | Category | June 30, 2025 | December 31, 2024 | | :--- | :------------ | :------------- | | Gas and Petrol Stations Owned by the Group | 38 | 38 | | Oil Storage Facilities Owned by the Group | 2 | 2 | | Gas and Petrol Stations Operated by the Group under Entrusted Management Agreements | 39 | 39 | | Oil Storage Facilities Operated by the Group under Entrusted Management Agreements | 1 | 1 | 3. Changes in Accounting Policies The Group applied amendments to HKAS 21 with no significant impact, and has not early adopted any new standards or interpretations - The Group has applied amendments to HKAS 21, which had no significant impact due to the absence of foreign currency transactions[25] - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[26] 4. Revenue and Segment Reporting Revenue primarily derives from refined oil and natural gas sales and transportation services, totaling RMB 3,082,015 thousand for the period, managed across three segments in China Disaggregation of Revenue from Contracts with Customers by Major Product or Service Line | Product or Service | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Sales of Refined Oil and Natural Gas | 3,050,307 | 3,790,626 | | Revenue from Provision of Transportation Services | 31,699 | 37,807 | | Revenue from Provision of Franchise Services | – | 9,411 | | Revenue from Trading of Compressed Natural Gas and Liquefied Petroleum Gas | 9 | 1,567 | | Total | 3,082,015 | 3,839,411 | - The Group has three reportable segments: sales of refined oil, sales of natural gas, and provision of transportation services[32] - All of the Group's customers and non-current assets are located in the People's Republic of China[36] 5. Other Income Other income for the six months ended June 30, 2025, was RMB 3,439 thousand, a slight decrease primarily due to lower rental income from operating leases Details of Other Income | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Rental Income from Operating Leases | 1,387 | 2,063 | | Net Gain/(Loss) on Disposal of Property, Plant and Equipment | 309 | (245) | | Interest Income | 301 | 700 | | Others | 1,442 | 1,067 | | Total | 3,439 | 3,585 | 6. Profit/(Loss) Before Tax This section details expenses impacting profit or loss before tax, including finance costs, staff costs, depreciation, and inventory costs, all showing a decreasing trend Details of Finance Costs | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Interest Expense on Bank and Other Borrowings | 4,807 | 4,289 | | Interest Expense on Lease Liabilities | 8,259 | 9,407 | | Total | 13,066 | 13,696 | Details of Staff Costs | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Salaries, Wages and Other Benefits | 69,621 | 74,059 | | Contributions to Defined Contribution Retirement Plans | 9,025 | 9,049 | | Total | 78,646 | 83,108 | Details of Other Expense Items | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Depreciation Expense | 30,372 | 32,652 | | Operating Lease Expenses for Short-term Leases and Leases of Low-value Assets | 2,440 | 2,192 | | Cost of Inventories | 2,925,154 | 3,620,297 | 7. Income Tax Income tax expense significantly decreased by 96% to RMB 511 thousand due to a pre-tax loss, with varying corporate income tax rates applied to subsidiaries in China Details of Income Tax | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Current Tax | 12,319 | 21,705 | | Deferred Tax | (11,808) | (7,575) | | Total | 511 | 14,130 | - Subsidiaries in China (excluding Hong Kong) are subject to a 25% corporate income tax rate, with some small-scale enterprises enjoying a 5% preferential rate and high-tech enterprises a 15% preferential rate[43] 8. Loss Per Share Basic and diluted loss per share was RMB 0.02 for the six months ended June 30, 2025, compared to earnings per share of RMB 0.07 in the prior year, with no dilutive potential ordinary shares - Basic and diluted loss per share was RMB 0.02 for the six months ended June 30, 2025 (2024: earnings per share of RMB 0.07)[41] - There were no potential dilutive ordinary shares for the six months ended June 30, 2025 and 2024[42] 9. Property, Plant and Equipment Capital expenditure on property, plant and equipment increased to RMB 12,060 thousand for the six months ended June 30, 2025 - Capital expenditure on property, plant and equipment amounted to RMB 12,060 thousand for the six months ended June 30, 2025 (2024: RMB 6,732 thousand)[44] 10. Trade and Bills Receivables Trade and bills receivables significantly increased to RMB 173,059 thousand as of June 30, 2025, primarily driven by a rise in bills receivable, with all amounts expected to be recovered within one year Details of Trade and Bills Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Trade Receivables | 32,966 | 29,630 | | Bills Receivables | 140,093 | 66,000 | | Total | 173,059 | 95,630 | - As of June 30, 2025, the aging analysis of trade receivables shows RMB 25,858 thousand within 1 month, RMB 6,490 thousand between 1 and 3 months, and RMB 618 thousand between 3 and 6 months[46] 11. Prepayments, Deposits and Other Receivables Prepayments, deposits, and other receivables increased to RMB 1,120,985 thousand as of June 30, 2025, mainly due to higher prepayments for inventory and services from related parties, with all amounts expected to be recovered or expensed within one year Details of Prepayments, Deposits and Other Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Prepayments for Purchases of Inventories and Services from Related Parties | 874,159 | 630,468 | | Prepayments for Purchases of Inventories and Services from Third Parties | 222,279 | 255,985 | | Amounts Due from Non-controlling Interests of a Subsidiary | – | 24,054 | | Total | 1,120,985 | 933,224 | - All prepayments, deposits and other receivables are expected to be recovered or recognized as expenses within one year[49] 12. Restricted Cash Restricted cash significantly increased to RMB 388,350 thousand as of June 30, 2025, primarily comprising pledged deposits for bank loans and bills - Pledged deposits for bank loans and bills amounted to RMB 388,350 thousand (December 31, 2024: RMB 88,350 thousand)[47] 13. Cash and Cash Equivalents Cash and cash equivalents increased to RMB 83,212 thousand as of June 30, 2025, with RMB-denominated operations in China subject to exchange restrictions - Cash at bank and in hand amounted to RMB 83,212 thousand (December 31, 2024: RMB 70,278 thousand)[48] - RMB is not a freely convertible currency, and remittances of funds out of China (excluding Hong Kong) are subject to exchange restrictions imposed by the Chinese government[48] 14. Bank and Other Borrowings Total short-term bank and other borrowings increased to RMB 640,100 thousand as of June 30, 2025, with most loans secured by group assets or guaranteed by related parties Analysis of Short-term Bank and Other Borrowings | Item | June 30, 2025 (RMB thousands) | Percentage (%) | December 31, 2024 (RMB thousands) | Percentage (%) | | :--- | :----------------------- | :------- | :----------------------- | :------- | | Secured by the Group's Assets and/or Guaranteed by Related Parties | 466,350 | 98 | 320,350 | 90 | | Guaranteed by a Subsidiary or Related Parties | 123,000 | | 109,325 | | | Unsecured | 7,000 | | 3,000 | | | Current Portion of Long-term Bank and Other Borrowings | 43,750 | | 2,500 | | | Total | 640,100 | 100 | 445,175 | 100 | Analysis of Long-term Bank and Other Borrowings | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Secured by the Group's Assets and/or Guaranteed by Related Parties | 56,250 | 50,340 | | Less: Current Portion of Long-term Bank and Other Borrowings | (43,750) | (2,500) | | Total | 12,500 | 47,840 | 15. Trade and Bills Payables Trade and bills payables significantly increased to RMB 286,822 thousand as of June 30, 2025, primarily due to a substantial rise in bills payable Details of Trade and Bills Payables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Trade Payables to Third Parties | 1,822 | 2,748 | | Bills Payables | 285,000 | – | | Total | 286,822 | 2,748 | - As of June 30, 2025, the aging analysis of trade payables shows RMB 1,812 thousand within 1 month and RMB 10 thousand over 3 months[51] 16. Accruals, Other Payables and Contract Liabilities Accruals, other payables, and contract liabilities increased to RMB 704,635 thousand as of June 30, 2025, driven by higher amounts due to related parties and financial liabilities measured at amortized cost Details of Accruals, Other Payables and Contract Liabilities | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Staff-related Costs Payable | 6,283 | 6,345 | | Amounts Due to a Related Party | 391,599 | 125,965 | | Financial Liabilities Measured at Amortized Cost | 468,705 | 200,579 | | Contract Liabilities - Prepayments from Related Parties | 12,695 | 102,085 | | Contract Liabilities - Prepayments from Third Parties | 130,992 | 138,068 | | Contract Liabilities - Prepaid Cards from End-users for Consumption at Gas and Petrol Stations | 92,243 | 108,985 | | Total | 704,635 | 549,717 | - Amounts due to Changchun Yitonghe Petroleum Distribution Co., Ltd. (a related party) significantly increased, related to payments for refined oil purchases for the Group's operating petrol stations and oil storage facilities[53] 17. Dividends The Board did not recommend an interim dividend for the six months ended June 30, 2025, though a final dividend of HKD 0.04 per ordinary share from the previous fiscal year was approved and paid - The Board did not recommend an interim dividend for the six months ended June 30, 2025 (2024: RMB nil)[54] - A final dividend of HKD 0.04 per ordinary share for the previous fiscal year was approved and paid during the interim period, totaling RMB 13,872 thousand[55] - No special dividend was approved during the period (2024: HKD 0.08 per ordinary share, totaling RMB 27,345 thousand)[56] 18. Fair Value Measurement of Financial Instruments The carrying amounts of financial instruments recorded at cost or amortized cost did not materially differ from their fair values as of June 30, 2025, and December 31, 2024 - As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of financial instruments recorded at cost or amortized cost[57] 19. Commitments Total unprovided capital commitments amounted to RMB 15,449 thousand as of June 30, 2025, primarily related to property, plant, and equipment acquisitions, representing a decrease from the prior year Details of Capital Commitments | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Commitments in respect of acquisition of property, plant and equipment: | | | | Contracted | 1,400 | – | | Authorized but not contracted | 14,049 | 27,135 | | Total | 15,449 | 27,135 | 20. Significant Related Party Transactions The Group engaged in significant related party transactions, including sales, transportation services, purchases, and payments on behalf of the Group, with related parties also providing guarantees for bank and other borrowings Details of Significant Related Party Transactions | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Sales of Goods | 14,460 | 25,361 | | Provision of Transportation Services | 9,549 | 11,566 | | Purchases of Goods | 1,084,078 | 1,453,303 | | Payments on behalf of the Group by bank acceptance bills | 1,210,880 | 761,000 | | Payments on behalf of the Group by cash | 150,501 | 343,080 | | Guarantees obtained for the Group's bank and other borrowings as at the end of the reporting period | 289,000 | 313,675 | Independent Review Report KPMG reviewed the interim financial report in accordance with HKSRS 2410, concluding no material non-compliance with IAS 34 - KPMG has reviewed this interim financial report in accordance with Hong Kong Standard on Review Engagements 2410[61][62] - The review concluded that nothing has come to the reviewer's attention that causes them to believe the interim financial report is not prepared, in all material respects, in accordance with International Accounting Standard 34[63] Management Discussion and Analysis This section provides an in-depth review of the company's business and financial performance, industry trends, and future outlook for the period 1. Business and Financial Review This section reviews the industry landscape, business performance, operating results, financial resources, and risk management for the first half of 2025, noting a shift from profit to loss due to declining sales 1.1 Industry Overview The first half of 2025 saw volatile international crude oil prices and a global natural gas price decline, while China's energy consumption shifts towards natural gas, driven by heavy-duty natural gas trucks - In the first half of 2025, international crude oil prices experienced volatility, declining from a high of USD 92 in January to a low of USD 75 in March[65] - China's crude oil production increased by 1.55% year-on-year to 104.8 million tons, imports grew by 0.36% to 279.2 million tons, and external dependency decreased to 71.6%[65] - China's crude oil demand structure is shifting, with fuel consumption declining due to new energy vehicles and chemical consumption rising[66] - Global natural gas prices showed an overall downward trend, primarily due to a mild global winter, increased supply, and a surge in renewable energy[66] - China's apparent natural gas consumption is projected to grow by 3.0% year-on-year in the first half of 2025, with production up 5.8% and imports up 2.0%, reducing external dependency to 45%[67] - The 'gas up, oil down' trend in China's energy structure remains unchanged, with total oil consumption expected to peak before 2027 and natural gas consumption projected to resume medium-to-high growth[68] - China's production and sales of natural gas heavy-duty trucks saw strong growth, with 17,700 units sold in February 2025, an 85% year-on-year increase, driven by policy subsidies and oil-gas price differentials[69] 1.2 Business Performance The Group experienced revenue declines across refined oil sales, natural gas sales, and transportation services in the first half of 2025, primarily due to the increasing adoption of new energy vehicles - Refined oil sales revenue was approximately RMB 2,975.4 million, a decrease of approximately 19%, accounting for 97% of total revenue, with sales volume decreasing by approximately 12% to 433,000 tons, mainly due to more vehicle customers switching to new energy vehicles[70] - Natural gas sales revenue was approximately RMB 74.9 million, a decrease of approximately 47%, accounting for approximately 2% of total revenue, with compressed natural gas sales volume decreasing by approximately 49% to 13.4 million cubic meters, mainly due to more natural gas vehicle customers switching to new energy vehicles[71] - The Group owns a total of 77 oil and gas stations in Jilin and Liaoning provinces[72] - Transportation services revenue was approximately RMB 31.7 million, a decrease of approximately 16%, accounting for approximately 1% of total revenue[73] - Jieli Logistics and its subsidiaries own and manage a fleet of over 100 hazardous goods transportation vehicles[73] 1.3 Operating Results The Group's revenue decreased by 20% to RMB 3,082.0 million, leading to a 28.6% decline in gross profit and a shift from pre-tax profit to a net loss of RMB 5.8 million for the six months ended June 30, 2025 - Revenue was approximately RMB 3,082.0 million, a decrease of approximately 20% compared to the same period last year, primarily due to reduced sales volume of petroleum products[74] - Cost of sales decreased by approximately 19% to RMB 2,930.7 million, resulting in a gross profit of approximately RMB 151.3 million (a 28.6% year-on-year decrease) and a gross profit margin of approximately 5% (6% in the prior year)[75] - Reversal of impairment of trade receivables was approximately RMB 0.9 million (prior year: impairment loss of approximately RMB 1.0 million)[76] - Staff costs decreased by approximately RMB 4.5 million to RMB 78.6 million, mainly due to a reduction in average staff salaries payable[78] - Loss before tax was approximately RMB 5.3 million (prior year: profit of approximately RMB 42.1 million), with a net loss for the period of approximately RMB 5.8 million (prior year: profit of approximately RMB 27.9 million)[81][83] 1.4 Financial Resources and Liquidity As of June 30, 2025, total assets increased by 30% to RMB 2,434.6 million, while total equity remained stable at RMB 527.4 million, with the gearing ratio rising to 78% - Total assets increased by approximately 30% to RMB 2,434.6 million, while total equity remained stable at RMB 527.4 million[84] - As of June 30, 2025, capital expenditure was approximately RMB 12.1 million, and capital commitments were approximately RMB 15.4 million[85] Overview of Borrowings | Category | June 30, 2025 (RMB thousands) | Percentage (%) | December 31, 2024 (RMB thousands) | Percentage (%) | | :--- | :----------------------- | :------- | :----------------------- | :------- | | Short-term Borrowings | 640,100 | 98 | 445,175 | 90 | | Long-term Borrowings | 12,500 | 2 | 47,840 | 10 | | Total | 652,600 | 100 | 493,015 | 100 | | Denominated Currency: RMB | 652,600 | 100 | 493,015 | 100 | | Secured | 645,600 | 99 | 490,015 | 99 | | Unsecured | 7,000 | 1 | 3,000 | 1 | | Fixed-rate Borrowings | 652,600 | 100 | 483,015 | 98 | | Floating-rate Borrowings | – | – | 10,000 | 2 | | Fixed Interest Rate Range | 2.7% to 7.2% | | 3.35% to 7.2% | | | Floating Interest Rate | – | | 3.45% | | - The gearing ratio was approximately 78% (December 31, 2024: approximately 71%)[86] 1.5 Use of Proceeds The net proceeds of approximately HKD 115.6 million from the company's 2017 IPO have been fully utilized according to the revised allocation plan, primarily for network expansion, marketing, working capital, acquisitions, and logistics fleet expansion - The net proceeds of approximately HKD 115.6 million from the initial public offering have been fully utilized[87] Summary of Use of Net Proceeds | Purpose | Original Allocation (HKD thousands) | Revised Allocation (HKD thousands) | Utilized (HKD thousands) | Balance (HKD thousands) | | :--- | :-------------- | :---------------- | :------------ | :------------ | | Funding for Network Expansion of Compressed Natural Gas Stations | 104,000 | 19,500 | 19,500 | – | | Strengthening Marketing and Promotion Strategies | 5,800 | 5,800 | 5,800 | – | | General Working Capital | 5,800 | 5,800 | 5,800 | – | | Acquisition of Yinquan and Transfer of Shareholder Loans | – | 34,500 | 34,500 | – | | Expansion of Oil and Gas Station Network | – | 40,000 | 40,000 | – | | Expansion of Logistics Vehicle Fleet | – | 10,000 | 10,000 | – | | Total | 115,600 | 115,600 | 115,600 | – | 1.6 Pledged Assets As of June 30, 2025, the Group's bank and other borrowings and bank acceptance bill facilities are secured by property, plant and equipment, investment properties, bills receivables, and restricted bank deposits totaling RMB 593.95 million, with some loans personally guaranteed by the Chairman and CEO - The Group's bank and other borrowings and bank acceptance bill facilities are pledged against property, plant and equipment, investment properties, bills receivables, and restricted bank deposits with a total carrying amount of RMB 593.95 million[88] - Bank loans of RMB 30 million and bank acceptance bill facilities of RMB 30 million are personally guaranteed by Mr. Zhao Jinmin and his spouse, Ms. Ji Yuanyuan[88] 1.7 Contingent Liabilities As of the report date and June 30, 2025, the Board is unaware of any significant contingent liabilities - The Board is not aware of any significant contingent liabilities[89] 1.8 Human Resources As of June 30, 2025, the Group had 1,344 employees, participating in various social insurance and housing provident fund schemes in China and MPF in Hong Kong, with no share options granted during the period - As of June 30, 2025, the Group had a total of 1,344 employees[90] - The Group participates in various social insurance and housing provident fund schemes for its employees in China and contributes to the Mandatory Provident Fund Scheme for its employees in Hong Kong[90] - As of June 30, 2025, no share options were granted or agreed to be granted under the share option scheme[90] 1.9 Significant Acquisitions and Disposals of Subsidiaries and Associates The Group had no significant investments, acquisitions, or disposals of subsidiaries or associates for the six months ended June 30, 2025 - The Group had no significant investments, acquisitions, or disposals for the six months ended June 30, 2025[91] 1.10 Foreign Exchange Risk Management Most of the Group's sales and purchases are RMB-denominated and subject to Chinese government exchange restrictions, with management monitoring foreign exchange risk and considering hedging as needed - The majority of the Group's sales and purchases during the period were denominated in RMB[92] - RMB is not a freely convertible currency and is subject to exchange restrictions imposed by the Chinese government[92] - The Group currently has no foreign currency hedging policy, but management monitors foreign exchange risk and will consider hedging when necessary[93] 2. Business Outlook For the second half of 2025, global economic growth is projected at 2.8%, with China targeting 5% GDP growth, while the Group plans to optimize operations, pursue transformation, and explore new energy vehicle infrastructure opportunities - The International Monetary Fund and the World Bank forecast global economic growth to reach 2.8% in 2025, with China targeting approximately 5% GDP growth[94] - Global oil demand for the full year 2025 is projected to increase by 20% to slightly over 103.9 million barrels/day, but a significant increase in supply will lead to overcapacity, putting further downward pressure on oil prices[95] - Natural gas demand is expected to continue growing, with global demand projected to increase by 1.5% and Asia-Pacific by 3.3%, though the central price of natural gas is expected to further decline in the second half of the year[96] - The Group will continue to focus on gas and petrol station operations, optimize natural gas and petroleum distribution and transportation businesses, actively seek transformation and upgrading directions, strategically deploy opportunities related to the petroleum and gas industry chain, and seize growth opportunities from new energy vehicle charging and gas station infrastructure construction[97] Other Information This section covers disclosures regarding equity interests, the share option scheme, corporate governance practices, review of interim financial information, and compliance matters 1. Disclosure of Interests This section details the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares and related shares 1.1 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As of June 30, 2025, directors and the chief executive held long positions in the company's shares, with Mr. Zhao Jinmin holding 56.03% through controlled corporations Directors' Long Positions in the Shares of the Company | Name of Director | Capacity/Nature of Interest | Number of Shares | Approximate Percentage | | :--- | :----------- | :------- | :--------- | | Mr. Zhao Jinmin | Interest in Controlled Corporation | 209,829,240 | 56.03% | | Mr. Liu Yingwu | Interest in Controlled Corporation | 27,287,600 | 7.29% | | Ms. Bian Xiaodan | Interest of Spouse | 940,000 | 0.25% | - Mr. Zhao Jinmin wholly owns Golden Truth Holdings Limited, which in turn wholly owns Ruishan Limited, thus Mr. Zhao is deemed to have an interest in the shares held by Golden Truth and Ruishan[100] 1.2 Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares As of June 30, 2025, key substantial shareholders included Golden Truth (56.03%), Ruishan (19.17%), Ms. Ji Yuanyuan (56.03%), and Dynamic Fame Global Limited (10.13%) Substantial Shareholders' Long Positions in the Shares of the Company | Name of Shareholder | Nature of Interest/Capacity | Number of Shares | Approximate Percentage | | :--- | :----------- | :------- | :--------- | | Golden Truth | Beneficial Owner and Interest in Controlled Corporation | 209,829,240 | 56.03% | | Ruishan | Beneficial Owner | 71,780,000 | 19.17% | | Ji Yuanyuan | Interest of Spouse | 209,829,240 | 56.03% | | Xu Hang | Interest in Controlled Corporation | 37,931,400 | 10.13% | | Dynamic Fame Global Limited | Beneficial Owner and Interest in Controlled Corporation | 37,931,400 | 10.13% | | Immense Ocean Limited | Beneficial Owner | 14,550,000 | 3.89% | | Heroic Year | Beneficial Owner and Interest in Controlled Corporation | 27,287,600 | 7.29% | | Ma Dan | Interest of Spouse | 27,287,600 | 7.29% | 2. Share Option Scheme The company's share option scheme, adopted on September 21, 2017, allows for issuing up to 10% of total issued shares at listing, with no options granted as of June 30, 2025 - The share option scheme was approved and adopted on September 21, 2017, to reward eligible participants[104] - The maximum number of shares that may be issued upon exercise of options initially shall not exceed 10% of the total shares issued on the listing date (23,450,200 shares), representing 6.26% of the issued share capital as of the date of this interim report[104] - The total number of shares issued and to be issued upon exercise of options granted to each participant within any 12-month period shall not exceed 1% of the issued shares as of the grant date (unless approved by shareholders)[105] - The share option scheme will expire on September 20, 2027, and no share options were granted under the scheme as of June 30, 2025[107] 3. Corporate Governance The company complied with the Corporate Governance Code for the six months ended June 30, 2025, with exceptions for independent non-executive directors' attendance at general meetings and the combined roles of Chairman and CEO, which the Board believes provides strong leadership - The company complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025, except for the absence of independent non-executive directors at general meetings and the combined roles of Chairman and Chief Executive Officer[108] - The Board believes that combining the roles of Chairman and Chief Executive Officer provides strong and consistent leadership for the company, enabling effective and efficient planning and implementation of business decisions and strategies[108] - The Audit Committee members include all independent non-executive directors: Mr. Liu Yingjie (Chairman), Mr. Zhang Zhifeng, and Ms. Su Dan[109] - The Remuneration Committee members include executive director Mr. Liu Yingwu and independent non-executive directors Mr. Zhang Zhifeng (Chairman) and Ms. Su Dan[111] - The Nomination Committee members include executive director Mr. Ma Haidong and independent non-executive directors Ms. Su Dan (Chairman) and Mr. Zhang Zhifeng[112] 4. Review of Interim Financial Information The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, were reviewed by KPMG and the Audit Committee, which deemed them compliant with accounting standards and adequately disclosed - The interim financial report for the six months ended June 30, 2025, is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[110] - The Audit Committee has reviewed the unaudited condensed consolidated financial statements and considers that these interim results have been prepared in accordance with applicable accounting standards and requirements, with adequate disclosures made[110] 5. Purchase, Sale or Redemption of Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during 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 during the six months ended June 30, 2025[113] 6. Dividends The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[114] 7. Standard Code for Securities Transactions The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers and confirmed compliance by all directors for the six months ended June 30, 2025 - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules and confirmed that all directors complied with the code for the six months ended June 30, 2025[115] 8. Sufficient Public Float The company has maintained a sufficient public float since its listing date on the Stock Exchange up to the date of this report - The company has maintained a sufficient public float since its listing date on the Stock Exchange up to the date of this report[116] 9. Acknowledgement The Board extends its sincere gratitude to the Group's management, staff, shareholders, business partners, and banks for their hard work and support during the period - The Board extends its sincere gratitude to the Group's management, all staff, shareholders, business partners, and banks for their diligent efforts and support during the period[117]