新时代集团控股(00166) - 2025 - 中期财报

Company Information Board of Directors and Committees The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Audit, Remuneration, Nomination, and Executive Committees to ensure robust corporate governance - Board members include Chairman Mr. Cheng Kam Chuen (Executive Director), CEO Mr. Tang Wing Yan (Executive Director), Mr. Li Chi Huen (Non-executive Director), and Mr. Yung Chun Fai, Mr. Chiu Wai On, Mr. Wong Wai Tak, Ms. Leung Sze Lai (Independent Non-executive Directors)[9] - Mr. Chiu Wai On chairs the Audit Committee, Mr. Yung Chun Fai chairs both the Remuneration and Nomination Committees, and Mr. Cheng Kam Chuen chairs the Executive Committee[9] - The company's auditor is Ernst & Young, and legal advisors include Deacons and Conyers Dill & Pearman[9] Offices and Registered Information The company's head office and principal place of business are in Hong Kong, with its registered office located in Bermuda - The head office and principal place of business are located at Room 1402, New World Tower 1, 18 Queen's Road Central, Hong Kong[10] - The registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda[10] Stakeholder Information Share Information The company's shares were listed on the Main Board of the Stock Exchange in 1998, with 8.742 billion shares issued and a market capitalization of approximately 384.64 million HKD as of June 30, 2025 - The initial listing date on the Stock Exchange was October 13, 1998, with stock code 00166.HK[11] Share Information as of June 30, 2025 | Indicator | Value | | :--- | :--- | | Number of Shares Issued | 8,741,776,988 shares | | Closing Price | HKD 0.044 per share | | Market Capitalization | 384.64 million HKD | Share Registrar and Investor Relations Contact information for the principal and Hong Kong branch share registrars, along with investor relations email and company website, is provided - The principal share registrar is located in Bermuda, and the Hong Kong branch share registrar is Tricor Investor Services Limited[12] - Investors can make inquiries via email at info@newtimes-corp.com, and the company website is http://www.newtimes-corp.com/[12](index=12&type=chunk) Condensed Consolidated Statement of Profit or Loss Profit or Loss Performance For the six months ended June 30, 2025, the Group recorded a loss for the period of 61.1 million HKD, a significant increase from the 24.9 million HKD loss in the prior period, primarily due to a shift from gross profit to gross loss Key Data from Condensed Consolidated Statement of Profit or Loss (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 7,085.8 | 4,517.7 | +56.8% | | Gross (Loss)/Profit | (38.9) | 33.0 | Shift from profit to loss | | Other income and net gains and losses | 20.5 | 33.8 | -39.3% | | Net investment gains/(losses) | 9.3 | (4.3) | Shift from loss to gain | | General and administrative expenses | (46.9) | (62.2) | -24.6% | | Finance costs | (8.6) | (19.6) | -56.1% | | Loss before tax | (64.6) | (19.3) | +234.7% | | Income tax credit/(expense) | 3.5 | (5.6) | Shift from expense to credit | | Loss for the period | (61.1) | (24.9) | +145.4% | | Loss per share attributable to owners of the Company (basic and diluted) | (0.0070) HKD | (0.0028) HKD | +150.0% | Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Performance For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of 41.5 million HKD, an increase from 32.4 million HKD in the prior period, mainly due to increased loss for the period, partially offset by a shift to gains from exchange differences on translation of overseas operations Key Data from Condensed Consolidated Statement of Comprehensive Income (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Loss for the period | (61.1) | (24.9) | +145.4% | | Exchange differences on translation of overseas operations | 19.6 | (7.5) | Shift from loss to gain | | Other comprehensive income/(loss) for the period, net of tax | 19.6 | (7.5) | Shift from loss to gain | | Total comprehensive loss for the period | (41.5) | (32.4) | +28.1% | Condensed Consolidated Statement of Financial Position Asset and Liability Structure As of June 30, 2025, the Group's total assets slightly increased, but current liabilities grew significantly, leading to a decrease in net current assets and net assets Key Data from Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 692.1 | 666.3 | +3.9% | | Total current assets | 807.3 | 760.8 | +6.1% | | Total current liabilities | 302.7 | 206.1 | +46.9% | | Net current assets | 504.6 | 554.7 | -9.1% | | Total assets less current liabilities | 1,196.7 | 1,221.0 | -2.0% | | Total non-current liabilities | 178.1 | 158.6 | +12.3% | | Net assets | 1,018.6 | 1,062.4 | -4.1% | | Total equity | 1,018.6 | 1,062.4 | -4.1% | - Trade and other receivables increased from 69.4 million HKD as of December 31, 2024, to 145.3 million HKD as of June 30, 2025[21] - Trade and other payables increased from 144.0 million HKD as of December 31, 2024, to 236.6 million HKD as of June 30, 2025[21] Condensed Consolidated Statement of Changes in Equity Equity Movement Analysis For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased, primarily due to the loss for the period and the impact of hyperinflation, partially offset by an increase in the exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30) | Indicator | 2025 (million HKD) | | :--- | :--- | | As at January 1, 2025 | 1,062.5 | | Loss for the period | (61.1) | | Other comprehensive income for the period | 19.6 | | Impact of hyperinflation – restatement impact | (2.3) | | As at June 30, 2025 | 1,018.7 | - The exchange fluctuation reserve changed from (753.0) million HKD at the beginning of the period to (733.4) million HKD at the end of the period, an increase of 19.6 million HKD[26] Condensed Consolidated Statement of Cash Flows Cash Flow Analysis For the six months ended June 30, 2025, the Group's net decrease in cash and cash equivalents was 12.5 million HKD, a significant improvement from the prior period, mainly due to a substantial reduction in net cash used in operating activities Key Data from Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net cash flow used in operating activities | – | (128.8) | Significant improvement | | Net cash flow used in investing activities | (9.4) | (57.2) | Reduced outflow | | Net cash flow from financing activities | (3.1) | (4.4) | Reduced outflow | | Net decrease in cash and cash equivalents | (12.5) | (190.4) | Reduced decrease | | Cash and cash equivalents at end of period | 460.7 | 596.9 | -22.8% | - Cash and bank balances at the end of the period were 473.7 million HKD, of which 13.0 million HKD were time deposits with maturity dates exceeding three months[28] Notes to the Condensed Consolidated Interim Financial Information 1 General Information The Group primarily engages in oil and gas product exploration, extraction, and sales in Western Canada and Argentina, new energy industrial park development in Campbell River, Canada, and precious metals trading and refining in Hong Kong - The Group's principal activities include: exploration, extraction and sale of oil and gas products in Western Canada and Argentina; development of a self-sustaining ecosystem new energy industrial park in Campbell River, Canada; and precious metals trading and refining in Hong Kong[34] - This condensed consolidated interim financial information is unaudited but has been reviewed by the Audit Committee and approved for publication by the Board on August 27, 2025[32] 2 Basis of Preparation This condensed consolidated interim financial information is prepared in accordance with HKAS 34 and presented in HKD, with all values rounded to the nearest million - This condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[33] - The information is presented in Hong Kong dollars, with all values rounded to the nearest million and one decimal place[33] 3 Accounting Policies The accounting policies adopted in preparing this interim financial information are consistent with those of the prior year's financial statements, and the initial adoption of HKAS 21 (Amendment) "Lack of Exchangeability" has no significant impact on the Group - The accounting policies adopted in preparing these condensed consolidated interim financial information are consistent with those adopted in the preparation of the Group's annual financial statements for the year ended December 31, 2024[34] - The amendment to HKAS 21 "Lack of Exchangeability" will not have any significant impact on the Group's condensed consolidated interim financial information[35] 4 Significant Accounting Estimates and Judgements The significant judgements made by management in applying accounting policies and the key sources of estimation uncertainty are consistent with those applied in the prior year's consolidated financial statements - The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are consistent with those applied in the Group's consolidated financial statements for the year ended December 31, 2024[36] 5 Revenue and Segment Reporting The Group has two reportable segments: "Upstream Energy and Industrial Park Development" and "Precious Metals Refining and Trading" For the six months ended June 30, 2025, total revenue significantly increased by 56.8%, primarily driven by the Precious Metals Refining and Trading segment, while energy segment revenue decreased - The Group has identified two reportable segments: Upstream Energy and Industrial Park Development (engaged in exploration, extraction and sale of oil and gas products in Western Canada and Argentina, and development of a new energy industrial park in Campbell River, Canada) and Precious Metals Refining and Trading (engaged in precious metals trading and refining in Hong Kong)[39] Reportable Segment Revenue (Six Months Ended June 30) | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Upstream Energy and Industrial Park Development | 118.1 | 163.7 | -27.8% | | Precious Metals Refining and Trading | 6,967.7 | 4,354.0 | +60.0% | | Total | 7,085.8 | 4,517.7 | +56.8% | Reportable Segment Results (Six Months Ended June 30) | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Upstream Energy and Industrial Park Development | (72.1) | 1.8 | Shift from profit to loss | | Precious Metals Refining and Trading | (8.6) | (13.6) | Loss narrowed | | Total | (80.7) | (11.8) | Loss widened | Revenue from External Customers (By Geographical Location, Six Months Ended June 30) | Region | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Hong Kong (Precious Metals Refining and Trading) | 6,967.7 | 4,354.0 | | Canada (Upstream Energy and Industrial Park Development) | 112.9 | 146.8 | | Argentina (Upstream Energy and Industrial Park Development) | 5.2 | 16.9 | | Total | 7,085.8 | 4,517.7 | Revenue from Contracts with Customers (By Major Product, Six Months Ended June 30) | Product | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Refining and sale of physical precious metals | 6,967.7 | 4,354.0 | | Sale of oil and gas products | 118.1 | 163.7 | | Total | 7,085.8 | 4,517.7 | 6 Other Income and Net Gains and Losses For the six months ended June 30, 2025, other income and net gains and losses amounted to 20.5 million HKD, a 39.3% decrease from the prior period, mainly due to reduced bank interest income and hyperinflation monetary adjustments Other Income and Net Gains and Losses (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Bank interest income | 5.6 | 12.2 | | Drilling services income | 0.8 | 0.9 | | Net gains/(losses) on derivative financial instruments | 0.4 | (5.0) | | Hyperinflation monetary adjustment | 3.2 | 10.5 | | Net foreign exchange losses | (1.0) | (0.8) | | Rental income | 6.6 | 8.5 | | Compensation income from a consultant | 4.0 | 6.9 | | Others | 0.9 | 0.6 | | Total | 20.5 | 33.8 | - Due to the depreciation of the Argentine Peso, a hyperinflation accounting adjustment gain of 3.2 million HKD was recognized in the current period (2024: 10.5 million HKD)[49] 7 Net Investment Gains/(Losses) For the six months ended June 30, 2025, the Group recorded net investment gains of 9.3 million HKD, reversing the loss from the prior period, primarily driven by fair value gains on listed equity securities Net Investment Gains/(Losses) (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Net fair value gains/(losses) on listed equity securities | 8.5 | (5.5) | | Dividend income from listed equity securities | 0.3 | 1.1 | | Fair value losses on listed debt securities | (0.1) | –* | | Interest income from listed debt securities | 0.1 | 0.1 | | Fair value gains on unlisted equity-linked securities | 0.1 | – | | Interest income from unlisted equity-linked securities | 0.4 | – | | Total | 9.3 | (4.3) | 8 Loss Before Tax The Group's loss before tax is primarily influenced by factors such as cost of inventories sold, depreciation, and employee benefit expenses In 2024, an impairment reversal was recorded, but there was no such item in the current period Components of Loss Before Tax (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Cost of inventories sold | 7,026.9 | 4,473.4 | | Processing fees | 1.5 | 2.9 | | Depreciation of property, plant and equipment | 32.0 | 52.4 | | Employee benefit expenses | 46.6 | 51.7 | | Litigation provision | – | 4.4 | | Reversal of impairment losses on assets | – | (111.8) | - For the six months ended June 30, 2024, a reversal of impairment losses on assets of 111.8 million HKD was recorded, primarily related to oil and gas assets in the Montney region of Alberta, Canada[53] 9 Finance Costs For the six months ended June 30, 2025, finance costs significantly decreased by 56.1%, mainly due to reduced interest accretion on asset retirement obligations and a shift to credit for deferred carbon tax interest Finance Costs (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Interest accretion on asset retirement obligations | 8.2 | 16.0 | | Interest on lease liabilities | 0.7 | 0.6 | | Deferred carbon tax (interest reversal)/interest | (0.3) | 3.0 | | Total | 8.6 | 19.6 | 10 Income Tax (Credit)/Expense The Group recorded an income tax credit of 3.5 million HKD for the six months ended June 30, 2025, reversing the income tax expense from the prior period, primarily reflecting changes in current and deferred tax for upstream operations Income Tax (Credit)/Expense (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Current tax (credit)/provision for the period | (2.3) | 5.1 | | Deferred tax (credited to)/charged to profit or loss | (1.2) | 0.5 | | Total | (3.5) | 5.6 | - The Hong Kong profits tax rate is 16.5%, with no provision made for the current period; the total corporate income tax rate in Canada ranges from 23% to 27%; the corporate income tax rate in Argentina is 35%[57][58] 11 Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[59] 12 Loss Per Share Attributable to Owners of the Company For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was HKD 0.0070, an increase from HKD 0.0028 in the prior period, mainly due to the expanded loss for the period - Basic and diluted loss per share was (HKD 0.0070) (2024: (HKD 0.0028)), based on a loss for the period of 61.1 million HKD (2024: 24.9 million HKD)[60] - The weighted average number of ordinary shares outstanding during the year was 8,741,776,988 shares, the same as the prior period[60] 13 Exploration and Evaluation Assets, Property, Plant and Equipment and Investment Properties For the six months ended June 30, 2025, the additions to property, plant and equipment amounted to 23.4 million HKD, while exploration and evaluation assets had no new additions, a significant decrease from the prior period - Additions to property, plant and equipment amounted to 23.4 million HKD (2024: 29.8 million HKD)[61] - Additions to exploration and evaluation assets were zero (2024: 33.9 million HKD)[61] 14 Inventories As of June 30, 2025, the Group's total inventories amounted to 147.0 million HKD, a decrease from 173.4 million HKD as of December 31, 2024, primarily due to a reduction in precious metals held for refining and trading Inventories Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Precious metals held for refining and trading | 143.2 | 167.6 | | Consumables | 3.5 | 5.6 | | Petroleum products | 0.3 | 0.2 | | Total | 147.0 | 173.4 | 15 Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to 170.0 million HKD, a significant increase from 93.8 million HKD as of December 31, 2024, driven primarily by growth in trade receivables Trade and Other Receivables Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Trade receivables | 96.0 | 40.2 | | Deposits | 28.7 | 27.7 | | Other receivables | 33.1 | 16.4 | | Recoverable VAT | 1.0 | 1.3 | | Other recoverable taxes | 6.3 | 2.4 | | Other prepayments | 4.9 | 5.8 | | Total | 170.0 | 93.8 | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | 0 to 30 days | 82.9 | 32.8 | | 31 to 60 days | 1.3 | 0.8 | | 61 to 90 days | 2.7 | 0.8 | | Over 90 days | 9.1 | 5.8 | | Total | 96.0 | 40.2 | 16 Other Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, total other financial assets at fair value through profit or loss amounted to 29.1 million HKD, primarily comprising listed equity securities, a slight decrease from 31.0 million HKD as of December 31, 2024 Other Financial Assets at Fair Value Through Profit or Loss (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Listed equity securities | 28.9 | 30.7 | | Listed debt securities | 0.2 | 0.3 | | Total | 29.1 | 31.0 | - For the six months ended June 30, 2025, net investment gains of 8.8 million HKD were recognized in the condensed consolidated statement of profit or loss (2024: net investment losses of 4.4 million HKD)[66] 17 Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to 236.6 million HKD, a significant increase from 144.0 million HKD as of December 31, 2024, primarily due to substantial growth in trade payables and contract liabilities Trade and Other Payables Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Trade payables | 36.9 | 11.6 | | Other payables and accrued expenses | 142.5 | 127.7 | | Other tax payables | 3.7 | 3.5 | | Contract liabilities | 53.5 | 1.2 | | Total | 236.6 | 144.0 | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | 0 to 30 days | 20.3 | 3.5 | | 31 to 60 days | 0.1 | 0.6 | | 61 to 90 days | 3.7 | – | | Over 90 days | 12.8 | 7.5 | | Total | 36.9 | 11.6 | - Other payables and accrued expenses include 45.0 million HKD in deposits received from two independent third parties, for which a potential acquisition has been cancelled and the deposits will be refunded[68] 18 Provision for Asset Retirement Obligations and Other Provisions As of June 30, 2025, total provision for asset retirement obligations and other provisions amounted to 183.6 million HKD, an increase from the beginning of the period, primarily for estimated dismantling costs in Argentina and Canadian upstream operations and arbitration claims Movement in Provisions (For the Period Ended June 30) | Item | Provision for Asset Retirement Obligations (million HKD) | Other Provisions (million HKD) | Total (million HKD) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 145.0 | 21.5 | 166.5 | | Settlement | (1.3) | – | (1.3) | | Increase due to changes in estimates | 0.4 | – | 0.4 | | Hyperinflation adjustment | 3.3 | – | 3.3 | | Interest accretion | 8.2 | – | 8.2 | | Exchange adjustment | 5.9 | 0.6 | 6.5 | | As at June 30, 2025 | 161.5 | 22.1 | 183.6 | - The provision for asset retirement obligations primarily relates to estimated dismantling costs for upstream operations in Argentina and Canada[71] - Other provisions include a provision for arbitration claims raised by an Argentine business partner and accrued legal fees of 4.5 million HKD[73] 19 Share Capital As of June 30, 2025, the company's authorized and issued share capital remained unchanged Authorized and Issued Share Capital (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Authorized: 200,000,000,000 ordinary shares of HKD 0.01 each | 2,000 | 2,000 | | Issued and fully paid: 8,741,776,988 ordinary shares of HKD 0.01 each | 87.4 | 87.4 | 20 Significant Related Party Transactions The Group's key management personnel compensation amounted to 4.0 million HKD, and rent and management fees of 1.1 million HKD were paid to an associate of the company's indirect holding company Key Management Personnel Compensation (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Short-term employee benefits | 4.0 | 3.8 | - Rent and management fees paid to an associate of the company's indirect holding company amounted to 1.1 million HKD (2024: 1.1 million HKD)[75] 21 Notes to the Condensed Consolidated Cash Flow Statement For the six months ended June 30, 2024, non-cash investing and financing activities included the addition of right-of-use assets amounting to 7.4 million HKD - For the six months ended June 30, 2024, non-cash investing and financing activities included the addition of right-of-use assets amounting to 7.4 million HKD[77] 22 Capital Commitments As of June 30, 2025, the Group's contracted but not provided for capital commitments were zero, a decrease from 0.4 million HKD as of December 31, 2024 Capital Commitments (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Contracted but not provided for | – | 0.4 | 23 Contingent Liabilities The Group faces two main contingent liabilities: an arbitration award in Argentina's Los Blancos concession leading to a transfer of operating rights, and a legal suit by Beijing Gas Blue Sky Holdings Limited in mainland China, which the Board believes lacks legal merit - An arbitration award for the Los Blancos concession in Argentina ruled that High Yield breached operator obligations and must transfer operating rights to Pampa, paying legal fees of 0.6 million USD (approximately 4.4 million HKD), but High Yield retains a 50% participating interest[80] - Beijing Gas Blue Sky Holdings Limited, a HKEX-listed company, filed a legal suit against the Company in mainland China for 45.9 million HKD and RMB 64.4 million, which the Board believes may lack legal merit and is not expected to have a significant adverse financial impact[82] 24 Financial Risk Management The Group faces market risks (foreign exchange, price, interest rate), credit risk, and liquidity risk, with no changes in financial risk management policies or practices since year-end Financial instruments are measured at fair value using a three-level classification - The Group is exposed to various financial risks: market risk (including foreign exchange risk, price risk, and interest rate risk), credit risk, and liquidity risk[83] - There have been no changes in the Group's financial risk management policies and practices since the year-end[84] Assets and Liabilities Measured at Fair Value (As of June 30, 2025) | Item | Level 1 (million HKD) | Level 2 (million HKD) | Level 3 (million HKD) | Total (million HKD) | | :--- | :--- | :--- | :--- | :--- | | Assets measured at fair value: | | | | | | Derivative financial instruments | – | 12.2 | – | 12.2 | | Listed equity investments at FVTPL | 28.9 | – | – | 28.9 | | Listed debt investments at FVTPL | 0.2 | – | – | 0.2 | | Total Assets | 29.1 | 12.2 | – | 41.3 | | Liabilities measured at fair value: | | | | | | Derivative financial instruments | – | 5.2 | – | 5.2 | | Total Liabilities | – | 5.2 | – | 5.2 | 25 Events After the Reporting Period On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of 49% of its shares and shareholder loans in Grand Shine Precious Metals Refining Limited for approximately 13.3 million HKD, making Grand Shine an indirect non-wholly-owned subsidiary of the Company - On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of 49% of its shares and shareholder loans in Grand Shine Precious Metals Refining Limited to an independent third party for a total consideration of approximately 13.3 million HKD[95] - Following the completion of this transaction, Grand Shine has become an indirect non-wholly-owned subsidiary of the Company[95] - The financial impact of this transaction on the Group cannot be determined as it was implemented shortly before the date of this announcement[96] Management Discussion and Analysis Introduction The Group operates two core businesses: energy (oil and gas exploration and development in Canada and Argentina, and a new energy industrial park in Canada) and precious metals refining and trading in Hong Kong, committed to global sustainable clean energy investment and net-zero emissions goals - The Group's core businesses include oil and gas exploration and development in Canada and Argentina, energy transition industries in Campbell River, British Columbia, Canada, and precious metals refining and trading in Hong Kong[98] - The Group operates under an ESG mandate, committed to global sustainable clean energy investment and future development, actively seeking collaboration with local authorities to achieve net-zero emissions goals[98] 2025 Interim Financial Results For the six months ended June 30, 2025, the Group recorded a post-tax loss of 61.1 million HKD and an adjusted EBITDA loss of 29.6 million HKD, primarily due to weak natural gas prices, decreased Canadian energy production, and precious metals business losses, partially offset by net investment gains The Group maintains a strong financial position with no external borrowings - For the six months ended June 30, 2025, the Group recorded a post-tax loss of 61.1 million HKD and an adjusted EBITDA loss of 29.6 million HKD[99] - The loss was primarily due to weak natural gas prices, pressure on operating margins from decreased production in the Canadian energy business, and continued losses in the precious metals refining and trading business[102] - Net investment gains of 9.3 million HKD were recorded, reversing the loss from the prior period[102] - The Group has no external borrowings and holds 502.8 million HKD in highly liquid current assets, including 473.7 million HKD in cash and bank balances and 29.1 million HKD in other financial assets at fair value through profit or loss[100] Business Operations Update The Group's Canadian energy production decreased, but cost controls improved operating netback, and data center collaborations are being explored to utilize natural gas Discovery Park is transforming into a green energy hub, attracting data center and aquaculture investments Argentine energy operations face adverse arbitration and unrenewed licenses, leading to gradual divestment The precious metals business narrowed losses, increased revenue, and seeks international expansion Canada Energy Canadian energy operations saw a 17% decrease in average daily production, mainly due to pipeline constraints, facility shutdowns, and active curtailment Despite a 23% revenue decline, operating netback improved through structural cost reductions The Group initiated hedging to mitigate commodity price volatility and remains cautiously optimistic about long-term natural gas prices - For the six months ended June 30, 2025, average daily production was 6,600 barrels of oil equivalent (BOE) per day, of which 94% was natural gas, a 17% decrease from the prior period in 2024[105] - The production decrease was primarily due to NGTL pipeline capacity restrictions, continued Horn River Basin facility shutdowns, and active curtailment in response to weak natural gas prices[105] - Canadian energy business revenue decreased by 23% to 112.9 million HKD[108] - Operating netback was a negative 2.91 million CAD or 2.45 CAD/BOE, an improvement from the 5.78 million CAD loss in the prior period, reflecting structural and discretionary cost reductions[109] - The Group initiated a hedging program in Q2 2025, utilizing basis swaps and fixed price contracts to mitigate commodity price volatility[110] Montney Mineral Rights NTEC holds strategically located Montney formation mineral lease blocks in the Wapiti area of Alberta, with estimated reserves of 7.6 million BOE (2P reserves) and a pre-tax net present value of 432.4 million HKD The company is advancing development and seeking opportunities to maximize value - NTEC holds 7.75 strategically located Montney formation mineral lease blocks in the West Gold Creek area of Wapiti, Alberta[111] - According to an independent reserve evaluation as of December 31, 2024, the Montney assets have estimated reserves of 7.6 million BOE (2P proved plus probable reserves) with a pre-tax net present value of 432.4 million HKD[111] - NTEC continues to advance the development of its Montney assets, including planning future natural gas transportation channels, engineering studies, pipeline surveys, and securing surface land use rights[111] Horn River Basin The Group holds substantial contingent resources in the Horn River Basin (3.08 trillion cubic feet of natural gas, equivalent to 513 million BOE), but commercialization is challenged by low natural gas prices and lack of transportation access Future natural gas price increases are expected to unlock significant value - The Group holds substantial contingent resources in the Horn River Basin, with estimated natural gas volumes of 3.08 trillion cubic feet (TCF), equivalent to 513 million BOE[113] - Low natural gas prices and persistent lack of transportation access, exacerbated by the closure of the third-party Fort Nelson Gas Plant, pose challenges to commercial production[113] ESG Commitment NTEC has completed energy audits for all operating facilities, is advancing a feasibility study for natural gas processing facility upgrades, and is evaluating carbon offset and reduction projects to support net-zero emissions goals and enhance cost competitiveness - NTEC has completed energy audits for all operating facilities and is advancing a feasibility study for natural gas processing facility upgrades[114] - Carbon offset and reduction projects in British Columbia are being evaluated to generate carbon credits and reduce carbon tax burdens, supporting the achievement of net-zero emissions goals[114] Business Development The Group signed an MOU with a data center operator to explore a 10.5 MW natural gas-powered data center pilot project in Western Canada, aiming to utilize upstream natural gas resources and restore cash flow from constrained assets - The Group entered into a non-binding Memorandum of Understanding with a syndicate of data center operators to explore the development of a 10.5 megawatt (MW) natural gas-powered data center pilot project in Western Canada[115] - This project aims to leverage the Group's upstream natural gas resources and the operator's expertise in natural gas-powered integrated data center units, with phased operations planned to commence by the end of 2025[115] Discovery Park Discovery Park is being redeveloped as a "green energy" hub, shifting focus to large-scale data centers, land-based aquaculture, and emerging offshore aquaculture, leveraging its renewable hydropower and established industrial infrastructure The park has received in-principle approval for its remediation plan and confirmed a post-tax fair value gain of 96.4 million HKD - Discovery Park, located in Campbell River, British Columbia, spans 1,200 acres and features an industrial-grade substation with access to renewable hydropower, a solid industrial waste landfill, wastewater treatment facilities, and deep-water port access[116] - The Group has shelved previous plans for a circular economy hub and is now focusing on large-scale data centers, land-based aquaculture, and emerging offshore aquaculture concepts[116] - Discovery Park is being repositioned as a "green energy" hub, relying entirely on renewable hydropower to reduce carbon emission intensity[118] - In July 2025, the Group received in-principle approval from the British Columbia Ministry of Environment and Climate Change Strategy for the Discovery Park remediation plan[118] - CBRE, a leading independent professional real estate valuation firm, conducted a comprehensive valuation of the property at the end of 2024, confirming a post-tax fair value gain of 96.4 million HKD[120] - The hydrogen project has been delayed due to the evolving geopolitical and policy environment, and the lack of binding off-take commitments[121] Argentina Energy Operating rights for Argentina's Los Blancos concession were transferred to Pampa due to an arbitration award, but High Yield retains a 50% interest, and sharply declining well production validated High Yield's reserve estimates The Tartagal Oriental & Morillo exploration license was not renewed, with an appeal ongoing The Group is gradually divesting from Argentina due to macroeconomic challenges and political uncertainty - High Yield Group Limited (a wholly-owned subsidiary of the Group) operates the Los Blancos concession, holding a 50% participating interest with Pampa Energia S.A[125] - The arbitration tribunal ruled on August 21, 2024, that High Yield breached operator obligations and must transfer Los Blancos' operating rights to Pampa, while retaining a 50% participating interest[127] - Oil production from the X-2001 well has declined by over 90% from a peak of 1,400 barrels per day to approximately 120 barrels per day, validating NSAI's (a consulting firm engaged by High Yield) estimate of 1.5 million barrels of recoverable reserves[126] - The Tartagal Oriental & Morillo (TO&M) exploration license extension was rejected on September 17, 2019, and the Salta Province Supreme Court ruled against High Yield on July 25, 2024, with High Yield having filed an appeal[130] - The Argentine Peso depreciated by 15% against the US dollar, with an inflation rate of 15.1% The Group continues to evaluate options for High Yield and is divesting from Argentina[131][132] Precious Metals Refining and Trading Grand Shine's precious metals refining and trading business recorded a segment loss of 8.6 million HKD, a 37% reduction from the prior period Total revenue grew 60% to 6,967.7 million HKD, driven by rising gold prices and increased trading volume The company employs an active hedging strategy and actively seeks international expansion Post-reporting period, 49% of Grand Shine's shares were conditionally sold - Grand Shine recorded a segment loss of 8.6 million HKD, a 37% reduction from the prior period[134] - Total revenue reached approximately 6,967.7 million HKD, a 60% increase from the prior period in 2024, primarily driven by rising gold prices, with overall trading volume increasing by approximately 18%[134] - Grand Shine follows an active hedging strategy to manage gold price volatility[134] - To enhance long-term competitiveness and reduce reliance on a single market, Grand Shine is actively pursuing international expansion of its precious metals trading and refining business[135] - On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of 49% of Grand Shine's shares and shareholder loans, making Grand Shine an indirect non-wholly-owned subsidiary of the Company[136] Outlook for the Remainder of 2025 and Beyond The Group will continue to focus on business diversification and international expansion to navigate global changes With a solid financial foundation, it will prioritize Discovery Park's data center and aquaculture projects, leverage Montney asset opportunities, and expand the precious metals business internationally to create long-term shareholder value - The Group is actively pursuing business diversification and expanding its international footprint to address geopolitical uncertainties and the transition towards a low-carbon future[138] - Discovery Park will focus on finalizing power supply arrangements with BC Hydro, advancing land clearing work, and establishing strategic partnerships in the data center and aquaculture industries[138] - The Montney assets offer multiple drilling and evaluation opportunities and will benefit from the commissioning of the LNG Canada export facility; the Group is evaluating long-term partnerships to convert natural gas into stable sales, including data center applications[140] - The precious metals refining and trading business will actively pursue international expansion to broaden its customer base, diversify supply sources, and mitigate geographical concentration risk[140] Financial Review For the six months ended June 30, 2025, the Group's revenue was 7,085.8 million HKD, primarily contributed by precious metals sales A gross loss of 38.9 million HKD and a post-tax loss of 61.1 million HKD were recorded General and administrative expenses and finance costs both decreased The Group maintained a healthy net working capital and cash and bank balances - The Group's revenue was 7,085.8 million HKD (2024: 4,517.7 million HKD), with precious metals sales contributing 6,967.7 million HKD and oil and gas product revenue contributing 118.1 million HKD[142] - The gross loss for the period was 38.9 million HKD (2024: gross profit of 33.0 million HKD), primarily due to weak natural gas prices in Canada[143] - Other income, gains and losses, net, amounted to 20.5 million HKD, a decrease of approximately 39% from the prior period in 2024[143] - General and administrative expenses were 46.9 million HKD, a decrease of approximately 25% from the prior period in 2024 Finance costs were 8.6 million HKD, a decrease from the prior period in 2024[144] - Loss attributable to owners of the Company was 61.1 million HKD (2024: 24.9 million HKD), with basic and diluted loss per share of 0.70 HK cents[145] - Net working capital was 206.1 million HKD (December 31, 2024: 202.0 million HKD), and cash and bank balances were 473.7 million HKD (December 31, 2024: 486.7 million HKD)[146] Capital Structure, Liquidity and Financial Resources The Group has 161.7 million HKD in unutilized proceeds from a public offering, planned for energy and renewable energy investments The Group maintains a robust liquidity position with no external borrowings and a debt ratio of 0% - The unutilized balance of proceeds from the public offering is 161.7 million HKD, expected to be used for investments in oil and gas, power generation, and renewable energy, and is anticipated to be utilized by or before the year ended December 31, 2026[147][148][150] - The Group maintains a treasury policy of investing surplus cash, primarily held in time deposits with licensed banks[150] - Net current assets were 504.6 million HKD (December 31, 2024: 554.7 million HKD), and highly liquid assets were 502.8 million HKD (December 31, 2024: 517.7 million HKD)[151] - Total equity of the Group was 1,018.6 million HKD (December 31, 2024: 1,062.4 million HKD), with a debt ratio of 32.1% (December 31, 2024: 25.6%)[151] - The Group has no unsecured debt securities or unsecured short-term loans, resulting in a debt-to-equity ratio of 0%[153] Principal Risks and Uncertainties The Group faces multiple risks including business development, supply chain, geological exploration, operational, commodity price volatility, credit, liquidity, interest rate, currency, and share price risks The company manages these through diversified customers/suppliers, professional teams, and insurance - The commodity refining and trading business faces development and supply chain risks, mitigated by developing a customer base and expanding the supplier base[157] - Oil and gas product business activities are susceptible to geological, exploration, and development risks, managed by establishing comprehensive technical and operational teams, meticulous planning, and expert support[157] - Canadian operations face wildfire risks, mitigated by measures such as property and business interruption insurance[157] - The Group is exposed to credit risk, liquidity risk, interest rate risk, currency risk, price risk arising from fluctuations in crude oil, natural gas, and commodity prices, and share price risk arising from equity securities investments[157] Foreign Exchange Risk The Group's assets and liabilities are primarily denominated in HKD, USD, CAD, Argentine Peso, and RMB Foreign exchange risk mainly arises from exploration and production activities in Canada and Argentina and investments in foreign companies The Group currently has no foreign currency hedging policy but continuously monitors the risk - The Group's assets and liabilities are primarily denominated in Hong Kong dollars, US dollars, Canadian dollars, Argentine Pesos, and Renminbi[158] - Currency foreign exchange risk primarily arises from the Group's exploration and production activities in Canada and Argentina and investments in foreign companies[158] - The Group currently has no foreign currency hedging policy, but management continuously monitors foreign exchange risk[158] Employees As of June 30, 2025, the Group employed 122 permanent employees globally, with total employee remuneration amounting to 46.6 million HKD The company offers competitive compensation packages, retirement benefit plans, and training - As of June 30, 2025, the Group employed a total of 122 permanent employees in Hong Kong, Canada, Argentina, and China (December 31, 2024: 134 employees)[159] - For the six months ended June 30, 2025, total employee remuneration (including directors' remuneration and benefits) was 46.6 million HKD (2024: 51.7 million HKD)[159] - The Group provides its employees with competitive remuneration packages and has established mandatory defined contribution retirement benefit schemes[159] Relationships with Suppliers, Customers and Other Stakeholders The Group values good relationships with its suppliers, customers, social groups, and governments, with no significant disputes for the six months ended June 30, 2025, except as disclosed in Note 23 - The Group had no material or significant disputes with its suppliers, customers, and/or stakeholders for the six months ended June 30, 2025, except as disclosed in Note 23 to these interim financial information[161] Significant Acquisitions and Disposals For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures - The Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended June 30, 2025[162] Significant Investments As of June 30, 2025, the Group held financial assets at fair value through profit or loss of 29.1 million HKD, but no single investment accounted for more than 5% of total assets, thus no significant investments The investment strategy aims to maximize returns on idle funds - As of June 30, 2025, the Group held financial assets at fair value through profit or loss (including listed equity securities and listed debt securities) amounting to 29.1 million HKD[163] - No single investment accounted for more than 5% of the Group's total assets, thus no significant investments were made[163] - The Group adopts a prudent investment strategy for surplus funds, aiming to maximize returns on idle funds[163] Conclusion The Group thanks all employees and shareholders for their support and is committed to continued development and growth, strengthening its financial position and business foundation to enhance long-term shareholder value - The Group sincerely thanks all employees and shareholders for their strong support[164] - The Group will continue to develop and grow, committed to strengthening its financial position and business foundation to enhance long-term shareholder value[164] Other Information Share Option Scheme The company adopted a new share option scheme in 2022 to reward contributors and attract talent The scheme sets out provisions for the number of shares, individual limits, exercise period, and exercise price For the six months ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed - The Company's new share option scheme was approved at the Annual General Meeting on June 23, 2022, replacing the old scheme[165] - The share option scheme aims to provide incentives or rewards to eligible participants who have contributed or will contribute to the Group and/or to enable the Group to recruit and retain excellent employees and attract valuable human resources[165] - The maximum number of shares that may be issued upon exercise of all share options shall not exceed 10% of the Company's issued shares on the date of approval of the limit[165] - The exercise period for share options shall not exceed 10 years from the date of grant[167] - During the review period, no share options were granted, lapsed, or cancelled under the share option scheme[170][171] - As of June 30, 2025, the total number of outstanding and unexercised share options was 80 million shares, representing 0.92% of the Company's issued share capital[172] Directors' Rights to Acquire Shares or Debentures During the review period, neither the company nor its subsidiaries, holding companies, or subsidiaries of holding companies entered into any arrangements enabling directors to benefit from acquiring shares or debentures of the company or any other body corporate - At no time during the review period did the Company or any of its subsidiaries or holding companies or any subsidiary of its holding company enter into any arrangements to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate[175] Directors' Interests in Securities As of June 30, 2025, several directors held share options in the Company, with Executive Director Mr. Tang Wing Yan holding 50 million shares Executive Director Mr. Cheng Kam Chuen also held interests in shares of Chow Tai Fook Jewellery Group Limited and Chow Tai Fook Enterprises Limited Directors' Long Positions in the Company's Shares (As of June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Number of Share Options | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Cheng Kam Chuen | Beneficial owner | – | 50,000,000 | Not applicable | | Tang Wing Yan | Beneficial owner | 50,000,000 | 0 | 0.57% | | Li Chi Huen | Beneficial owner | – | 7,500,000 | Not applicable | | Yung Chun Fai | Beneficial owner | – | 7,500,000 | Not applicable | | Chiu Wai On | Beneficial owner | – | 7,500,000 | Not applicable | | Wong Wai Tak | Beneficial owner | – | 7,500,000 | Not applicable | - Mr. Cheng Kam Chuen holds more than one-third of the total shares in Yueford Corporation and Manor Investment Holdings Ltd., and is therefore deemed to have an interest in the shares of Chow Tai Fook Jewellery Group Limited (representing 5.23% of the issued voting shares)[179][180] - Mr. Cheng Kam Chuen also holds an interest in the shares of Chow Tai Fook Enterprises Limited (representing 0.15% of the issued voting shares)[181] Interests of Major Shareholders As of June 30, 2025, New Times Enterprises Limited was the largest beneficial owner of the Company, holding 65.63% of the issued ordinary shares Chow Tai Fook Nominee Limited, Chow Tai Fook (Holding) Limited, Chow Tai Fook Capital Limited, and their holding companies also held significant shares through controlled corporations Major Shareholders' Long Positions in the Company's Issued Ordinary Shares (As of June 30, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Issued Ordinary Shares Held | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | New Times Enterprises Limited | Beneficial owner | 5,737,129,098 | 65.63% | | Chow Tai Fook Nominee Limited | Interest in controlled corporation | 5,737,129,098 | 65.63% | | Chow Tai Fook (Holding) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Chow Tai Fook Capital Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Cheng Yu Tung Family (Holdings) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Cheng Yu Tung Family (Holdings II) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Elberta Holdings Limited | Beneficial owner | 794,850,000 | 9.09% | - All issued share capital of New Times is legally and beneficially owned by Chow Tai Fook Nominee[189] - Chow Tai Fook Nominee directly holds 100% interest in New Times, Chow Tai Fook Holding directly holds 99.70% interest in Chow Tai Fook Nominee, and CTFC directly holds 81.03% interest in Chow Tai Fook Holding[189] Corporate Governance and Other Information The Company is committed to maintaining high standards of corporate governance, complying with the Corporate Governance Code, and ensuring a diverse Board with an Audit Committee The company adheres to public float requirements and relevant laws, has not recommended an interim dividend, and has no significant changes in directors' information Corporate Governance Code The Company has adopted and applied the principles of the code provisions set out in Appendix C1 of the Listing Rules' Corporate Governance Code and has complied with all applicable code provisions for the six months ended June 30, 2025 - The Company has adopted and applied the principles of the code provisions set out in Appendix C1 of the Listing Rules' Corporate Governance Code[187] - The Directors believe that the Company has complied with all applicable code provisions of the Corporate Governance Code for the six months ended June 30, 2025[187] Board Composition and Board Practices The Board comprises six directors, including two executive, one non-executive, and three independent non-executive directors, with over one-third being independent non-executive directors and one female director The Chairman meets with independent non-executive directors at least once a year - As of June 30, 2025, the Board comprised a total of six directors, including two executive directors, one non-executive director, and three independent non-executive directors[188] - More than one-third of the Board members are independent non-executive directors, and more than one director possesses appropriate professional qualifications or expertise in accounting or related financial management[188] - As of August 27, 2025, the Board has one female director, complying with Listing Rule 13.92 which became effective on January 1, 2022[190] - The Chairman meets with the independent non-executive directors at least once a year without the presence of other directors[190] Model Code for Securities Transactions by Directors The Company has adopted the Model Code set out in Appendix C3 of the Listing Rules, and all directors have confirmed their compliance with the code for the six months ended June 30, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[191] - Following specific inquiries to all Directors, each Director has confirmed compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[191] Pre-emptive Rights There are no provisions regarding pre-emptive rights under the Company's bye-laws or Bermuda law, meaning the Company is not required to offer new shares proportionally to existing shareholders - There are no provisions regarding pre-emptive rights under the Company's bye-laws or the laws of Bermuda[192] Audit Committee The Audit Committee comprises five directors, with a majority being independent non-executive directors, and is chaired by Mr. Chiu Wai On, who possesses professional qualifications The Committee has reviewed the Group's interim results for the six months ended June 30, 2025, confirming compliance with applicable accounting standards and Listing Rules - The Company's Audit Committee comprises five directors, with a majority being independent non-executive directors, and is chaired by independent non-executive director Mr. Chiu Wai On[193] - The Audit Committee is primarily responsible for reviewing the effectiveness of the Company's financial controls, internal controls, and risk management systems, and ensuring that the Company's financial performance is properly measured and reported[193] - The Audit Committee believes that the unaudited condensed consolidated interim financial information and interim report comply with applicable accounting standards and the Listing Rules and have made adequate disclosures[193] Purchase, Sale or Redemption of Listed Securities During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities listed on the Stock Exchange - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities listed on the Stock Exchange[195] Public Float As of June 30, 2025, and the date of this report, the Company complied with the 25% public float requirement of the Listing Rules - As of June 30, 2025, and the date of this report, the Company complied with the 25% public float requirement of the Listing Rules[196] Compliance with Relevant Laws and Regulations The Group has complied in all material respects with relevant laws and regulations significantly affecting its business and operations, with no serious breaches occurring during t