Financial Performance - TL Natural Gas Holdings Limited reported its annual results for the year ended December 31, 2021, in compliance with GEM listing rules[1]. - The company's revenue decreased by 8.8% from RMB 50.9 million in 2020 to RMB 46.4 million in 2021[22]. - Retail business revenue dropped by 23.7% to approximately RMB 16.4 million, accounting for 35.4% of total revenue in 2021[26]. - Wholesale business revenue increased by 3.4% to approximately RMB 30.1 million, representing 64.7% of total revenue in 2021[26]. - The company's sales cost decreased by 8.5% to approximately RMB 47.4 million in 2021, down from RMB 51.8 million in 2020[28]. - The gross loss for the year was approximately RMB 1.0 million, compared to RMB 0.8 million in 2020[29]. - Other income and losses amounted to approximately RMB 1.9 million, primarily due to compensation income of RMB 3.3 million from the government[30]. - The company reported a loss attributable to owners of approximately RMB 8.5 million, a reduction of RMB 14.1 million or 62.4% compared to RMB 22.6 million for the year ended December 31, 2020, driven by lower administrative expenses and reduced impairment losses[37]. - The total equity as of December 31, 2021, was approximately RMB 843 million, down from RMB 873 million as of December 31, 2020[42]. - Cash and cash equivalents increased to approximately RMB 296 million from RMB 62 million as of December 31, 2020, indicating improved liquidity[42]. - The operating cash flow (net current assets) was approximately RMB 370 million, up from RMB 325 million as of December 31, 2020, reflecting better working capital management[42]. Corporate Governance - The board of directors includes executive directors and independent non-executive directors, ensuring a diverse governance structure[11]. - The company is committed to transparency and accountability in its financial reporting and corporate governance practices[5]. - The board consists of six members, including three executive directors and three independent non-executive directors[167]. - The company adopted the corporate governance code as a standard for its governance practices[162]. - The audit and risk management committee reviewed the financial statements for compliance with applicable reporting standards[151]. - The company has appointed Yang Zhenyu as an independent non-executive director and chairman of the audit and risk management committee, ensuring compliance with GEM listing rules regarding independent directors[173]. - The board of directors has established three committees: the audit and risk management committee, the remuneration committee, and the nomination committee, to oversee various aspects of the company's affairs[186]. - The audit and risk management committee held seven meetings during the year to review quarterly, interim, and annual financial performance and reports[188]. - The company has implemented a balance mechanism involving the board and three independent non-executive directors to consult on significant decisions[172]. - The specific term for independent non-executive directors is three years, with re-election required at the annual general meeting[174]. - The company has received annual confirmations of independence from all independent non-executive directors, affirming their independence[173]. - The board collectively oversees the company's affairs and is responsible for strategy formulation and monitoring its implementation[176]. - The company encourages all directors to participate in relevant training courses, with costs covered by the company[182]. - The board retains decision-making authority on significant matters, including policies, strategies, and financial information[179]. - The Compensation Committee held one meeting during the year to review the remuneration policies for directors and senior management[190]. - The Nomination Committee also conducted one meeting to assess the board's structure, size, and the independence of non-executive directors[195]. - The company has adopted a board diversity policy, which includes measurable objectives for achieving diversity within the board[196]. - The Nomination Committee is committed to reviewing the board's composition annually and recommending changes to enhance the company's strategy and ensure a balanced and diverse board[196]. - The board aims to maintain a proper balance of diversity related to business growth and is dedicated to incorporating diverse candidates in recruitment practices[196]. - The company believes that enhancing board diversity is a key element in maintaining its competitive advantage[196]. - The Nomination Committee will regularly review the effectiveness of the board diversity policy[198]. - The board will consider setting measurable targets to implement the board diversity policy and will review these targets periodically[197]. - The Compensation Committee's responsibilities include establishing transparent procedures for setting remuneration policies to ensure no director can influence their own pay[191]. - The Nomination Committee evaluates the independence of non-executive directors as part of its responsibilities[192]. Business Operations and Strategy - The company operates in the compressed natural gas (CNG) and liquefied natural gas (LNG) sectors, focusing on clean alternative fuels for vehicles[6]. - The company remains optimistic about the growth of CNG consumption in China due to favorable government policies and industry trends[15]. - The company is actively exploring various business opportunities to diversify revenue sources and enhance shareholder value[16]. - The company plans to explore new business opportunities in China and other regions to diversify revenue sources, particularly in the clean energy sector[40]. - The board is focused on the potential of electric vehicle charging business as a clean alternative fuel source, aligning with government initiatives for cleaner energy[41]. - The company aims to provide safe and reliable clean energy supply while contributing to environmental protection in China[15]. - The company is actively managing operational risks related to COVID-19 and is prepared to take appropriate measures to mitigate these risks[41]. - The company aims to expand its wholesale customer base and capture the CNG and LNG market through these infrastructure enhancements[64]. - The company is committed to exploring new market opportunities and potential acquisitions to expand its footprint[90]. - Future outlook includes a focus on technological advancements in service delivery and operational processes[90]. - The management is actively monitoring market trends to adapt strategies accordingly and maintain competitive advantage[90]. - The company has established a strong foundation for growth through its diversified business model and experienced leadership[90]. Shareholder Information - The company does not recommend the payment of a final dividend for the year, consistent with the previous year[96]. - As of December 31, 2021, the company's distributable reserves amounted to approximately RMB 631 million, an increase from RMB 597 million the previous year[100]. - Sales to the top five customers accounted for 72.2% of total sales for the year, with the largest customer contributing 34.8%[101]. - The company has a stock option plan approved on April 20, 2018, allowing the issuance of options to directors and employees as incentives[125]. - The maximum number of shares that can be granted to any single participant under the stock option plan is limited to 1% of the company's issued share capital[126]. - The total number of options granted during the year is detailed in the annual report[129]. - The company can issue options up to a total of 10% of the shares issued at the time of listing on the GEM[127]. - As of December 31, 2021, major shareholders included Yongsheng and Hongsheng, each holding 85,955,000 shares[120]. - The stock option plan allows for options to be exercised within ten years from the grant date[126]. - The company must obtain shareholder approval to adjust the limits on the stock option plan[127]. - The company granted a total of 25,816,009 stock options, representing approximately 14.56% of the issued shares as of the report date[135]. - The fair value of the stock options granted was estimated at RMB 4,655,000, with an expense of RMB 1,002,000 recognized for the year[134]. - The exercise price for stock options granted on January 21, 2020, was adjusted from HKD 0.166 to HKD 0.664, and for those granted on June 23, 2020, from HKD 0.130 to HKD 0.520 due to a share consolidation[133]. - As of December 31, 2021, the company had 1,375,000 stock options that were exercised and 280,900 that were expired[130]. - The company reported a total of 6,875,000 stock options exercised and 12,317,409 stock options outstanding as of the reporting date[130]. Compliance and Risk Management - The company confirmed that the information provided in the announcement is accurate and complete, with no misleading or fraudulent elements[2]. - The company has implemented compliance procedures to ensure adherence to applicable environmental laws and regulations[92]. - The company is committed to sustainable development and maintaining close relationships with employees, customers, and business partners[94]. - There were no significant transactions involving directors or major shareholders with the company's top customers or suppliers[112]. - The company has not entered into any management or administrative contracts for any significant part of its business during the year[112]. - The company confirmed compliance with the trading standards for directors as per GEM Listing Rules[143]. - The company does not have any employees participating in the Hong Kong Mandatory Provident Fund, with employees in China contributing to a state-managed retirement benefits plan[140]. - The company has not established any equity-linked agreements during the year, aside from the stock option plan[142]. - The company confirmed compliance with the non-competition agreement by its controlling shareholders for the current year[144]. - There were no significant competitive interests reported by the board or major shareholders during the year[146]. - The proposed acquisition of Evergreen Leader Limited for 29 million Malaysian Ringgit was terminated due to pandemic-related restrictions[148]. - Ernst & Young resigned as the auditor, and a new auditor was appointed to fill the vacancy[157].
TL NATURAL GAS(08536) - 2021 Q4 - 年度财报