Financial Performance - The group recorded revenue of RMB 866 million for the year, a decrease of approximately RMB 97 million or 10.1% compared to 2024[15]. - CNG sales dropped to RMB 384 million from RMB 451 million in 2024, primarily due to a continued decline in demand from industrial users[15]. - LNG sales also decreased to RMB 484 million from RMB 513 million in 2024, influenced by a drop in average selling prices, although demand remained stable[15]. - The net loss for the year was reduced by 22.2% to RMB 77 million from RMB 99 million in 2024[15]. - The company's total revenue decreased by approximately RMB 9.7 million or 10.1% to about RMB 86.6 million for the year ending December 31, 2025, compared to approximately RMB 96.3 million for the previous year[21]. - Retail CNG sales increased by approximately RMB 1.3 million or 10.4% to about RMB 13.8 million, accounting for 15.9% of total revenue, up from 13.0% the previous year[23]. - Wholesale CNG sales revenue decreased by approximately RMB 8.1 million or 24.8% to about RMB 24.6 million, representing 28.4% of total revenue, down from 33.9% the previous year[23]. - LNG sales accounted for 55.9% of total revenue, amounting to approximately RMB 48.4 million, a decrease of about RMB 2.9 million or 5.7% from the previous year's RMB 51.3 million[23]. - The company's cost of sales was approximately RMB 79.5 million, a decrease of about RMB 8.7 million or 9.9% from approximately RMB 88.2 million the previous year[24]. - Gross profit decreased to approximately RMB 7.1 million, down from about RMB 8.1 million, with a gross margin of 8.2%, slightly down from 8.4% the previous year[25]. - Other income recorded approximately RMB 197,000, down from RMB 327,000 the previous year, primarily due to a decrease in bank interest income[26]. Administrative and Operational Expenses - Administrative expenses for the ongoing business decreased by 10.1% to RMB 125 million from RMB 139 million in 2024[15]. - Administrative expenses decreased by approximately RMB 3.0 million from RMB 15.5 million to RMB 12.5 million, offset by a decrease in gross profit of approximately RMB 1.0 million[34]. - The company recorded employee costs of approximately RMB 6.4 million, down from RMB 7.5 million in the previous year[46]. Equity and Cash Position - Total equity as of December 31, 2025, was approximately RMB 50.6 million, down from RMB 53.3 million as of December 31, 2024[38]. - Cash and cash equivalents as of December 31, 2025, were approximately RMB 31.0 million, an increase from RMB 29.4 million as of December 31, 2024[38]. - The company's operating working capital was approximately RMB 34.6 million, compared to RMB 33.9 million as of December 31, 2024, with a current ratio of 4.8[38]. - The company has no interest-bearing bank borrowings, resulting in an asset-to-liability ratio not applicable[38]. Strategic Initiatives and Future Plans - The company plans to leverage its technical expertise to provide charging station services as part of its strategy to support global decarbonization goals[16]. - The board believes that the clean energy and low-carbon transportation policies in China present significant development potential for the electricity charging industry[16]. - The company will continue to explore various business opportunities to diversify revenue sources and enhance shareholder value[16]. - The company plans to establish a joint venture to enter the electricity charging market, leveraging resources from partners with extensive experience in the sector[51]. - A joint venture agreement was established with Huate Power (China) Co., Ltd. and Jiuyue Investment Holdings Ltd. to form a new company focused on methanol hydrogen fuel cell systems and supercharging stations[47]. - The construction of a CNG refueling station is expected to be completed by the end of 2026, with several equipment quotes already obtained[57]. - The company has upgraded the infrastructure at its Jingzhou mother station to enable LNG refueling capabilities, which was completed in the current fiscal year[57]. Shareholder and Capital Management - The company plans to raise up to 35,451,000 shares at a placement price of HKD 0.658 per share, representing a discount of approximately 17.75% from the closing price prior to the agreement[62]. - A total of 5,940,000 shares were successfully placed at a price of HKD 0.658 per share, raising approximately HKD 3.9 million, with a net amount of about HKD 3 million after deducting commissions and expenses[63]. - The net proceeds from the 2024 placement are allocated as follows: HKD 1.5 million (50%) for investment in renewable energy-related businesses and HKD 1.5 million (50%) for general working capital[64]. - The 2025 placement agreement allows for the issuance of up to 29,310,000 shares at a price of HKD 0.225 per share, representing a discount of approximately 16.67% from the closing price on the agreement date[66]. - The total gross proceeds from the 2025 placement are approximately HKD 6.6 million, with a net amount of about HKD 6 million after expenses[67]. - The planned use of the net proceeds from the 2025 placement includes HKD 3 million (50%) for establishing a joint venture and HKD 3 million (50%) for general working capital[68]. - The board has resolved to reallocate approximately HKD 3 million (50% of the unutilized net proceeds from the 2025 placement) to establish a joint venture in the electricity charging market[70]. - The company intends to utilize the unutilized amounts from the placements by the end of 2026[64][68]. - The company has not reduced, terminated, or sold any existing businesses or operations despite changes in the planned use of proceeds[70]. - The share price for the 2025 placement was determined based on fair negotiations referencing the current market price[66]. - The company aims to expand its shareholder and capital base through the placements, enhancing its fundraising capabilities[66]. Management and Governance - Liu Yongqiang and Liu Yongsheng are responsible for corporate strategy and overall operations, with Liu Yongqiang having 16 years of experience in the natural gas industry[75]. - Liu Yongsheng has over 25 years of work experience and was appointed as an executive director in June 2022[76]. - Zhao Yonghe has over 26 years of experience in finance and accounting, overseeing the group's financial and accounting operations[83]. - The company has a strong management team with diverse backgrounds in finance, operations, and legal affairs, enhancing its governance and compliance capabilities[78][79][84]. - The company reported audited financial statements for the year, indicating a commitment to transparency and accountability[86]. - The board does not recommend a final dividend for the year, consistent with the previous year[93]. - The company has implemented compliance procedures to ensure adherence to relevant environmental laws and regulations[89]. - The company has not engaged in any buybacks or sales of its listed securities during the year, aside from disclosed fundraising activities[95]. - The company is committed to sustainable development and maintaining strong relationships with employees, customers, and business partners[91]. - The financial performance and asset-liability summary over the past five fiscal years are detailed on page 114 of the report[94]. - The company has not entered into any management or administrative contracts for its business during the year[110]. Shareholder Structure - Major shareholders include Yongsheng and Hongsheng, each holding 76,125,000 shares, representing 35.82% of the total issued shares as of December 31, 2025[116]. - Anwen Development Limited holds 13,872,500 shares, accounting for 6.53% of the total issued shares[116]. - Liu Yongcheng directly owns 100% of Yongsheng, which holds approximately 9.13% of the issued shares, while Liu Yongqiang directly owns 100% of Hongsheng, which holds approximately 26.70% of the issued shares[117]. - The company has an employee stock option plan approved on April 20, 2018, allowing the issuance of stock options to directors and employees as incentives[119]. - The maximum number of shares that can be granted to any single participant under the stock option plan is capped at 1% of the company's issued share capital[120]. - As of December 31, 2025, a total of 25,816,009 stock options have been canceled, with no options currently exercised[122]. - The exercise price for stock options ranges from HKD 0.309 to HKD 0.664, depending on the grant date and market conditions[122]. - The stock options granted in the current year amount to 8,500,000, with an exercise period extending until July 7, 2030[122]. - The company has not disclosed any additional shareholders with significant interests as of December 31, 2025, apart from those mentioned[118]. - The company continues to monitor compliance with the Securities and Futures Ordinance regarding shareholder disclosures[118]. Compliance and Risk Management - The company has adopted trading compliance standards as per GEM Listing Rules, confirming adherence by all directors during the year[138]. - There are no tax benefits or exemptions known to the company for shareholders holding its securities[136]. - The company has maintained a public float of at least 25% of its total issued shares as of the last practicable date prior to the report date[146]. - The audit and risk management committee has reviewed the consolidated financial statements for the year, confirming compliance with applicable reporting standards and GEM listing rules[144]. - No related party transactions that require disclosure under GEM listing rules occurred during the year[143]. - The company has adopted the corporate governance code as a benchmark for its governance practices and has complied with all applicable provisions during the year[152]. - The board consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[157]. - The independent non-executive directors have confirmed their independence according to GEM listing rules, contributing to effective oversight[162]. - The company has established mechanisms to ensure independent opinions are obtained and reviewed annually for effectiveness[169]. - The company has no significant events to disclose following the end of the reporting period, aside from those mentioned in the report[145]. - The company has engaged the same auditor for the past three years, ensuring consistency in financial reporting[148]. - The board is responsible for leading and monitoring the company’s affairs, ensuring sound internal controls and risk management systems are in place[165]. - The board consists of at least three independent non-executive directors, with at least one possessing appropriate professional qualifications in accounting or financial management[170]. - The nomination committee strictly adheres to the nomination policy and evaluates the independence of independent non-executive directors annually[171]. - Independent non-executive directors do not receive performance-related equity compensation to maintain their objectivity and independence[172]. - The audit and risk management committee held two meetings during the year to review interim and annual financial performance and discuss significant financial reporting matters[181]. - The remuneration committee reviewed the compensation schemes for individual directors and senior management, ensuring transparency in the remuneration policies[183]. - The company granted stock options on July 8, 2025, with a vesting period of twelve months from the grant date, in compliance with GEM listing rules[183]. - The nomination committee held one meeting during the year to review the board's structure and the independence of non-executive directors[187]. - All newly appointed directors received formal training upon their initial appointment to understand the company's operations and their responsibilities[175]. - The company encourages all directors to attend relevant training courses, with costs covered by the company[177]. - The audit and risk management committee is composed of three independent non-executive directors, ensuring rigorous oversight of financial reporting and internal controls[181]. Diversity and Inclusion - The board consists of six directors, with four males and two females, resulting in a female representation of approximately 33%[192]. - As of December 31, 2025, the overall gender ratio of the company's employees is approximately 38% male and 62% female[192]. - The nomination committee is committed to reviewing the board's diversity policy regularly to ensure its effectiveness[192]. - The company aims to maintain a balanced approach to diversity related to business growth and ensure diverse candidates are considered in recruitment practices[190]. - The board believes that the current gender diversity is sufficient and has policies in place to ensure potential successors maintain this diversity[192]. Risk Management and Governance Policies - The board is responsible for assessing and determining the nature and extent of risks the company is willing to take to achieve its strategic objectives[200]. - The company has adopted a board diversity policy that includes methods to achieve board diversity, which can be reviewed on the company’s website[188]. - The board will consider setting measurable targets to implement the diversity policy and review progress towards these targets[191]. - The board's diversity policy includes various aspects such as gender, age, cultural background, and professional experience[195]. - The board is responsible for reviewing the company's corporate governance policies and practices, including compliance with legal and regulatory requirements[197].
TL NATURAL GAS(08536) - 2025 - 年度业绩