Financial Performance - TL Natural Gas Holdings Limited reported its annual results for the year ending December 31, 2023[2]. - The company recorded revenue of RMB 78.0 million for the year ended December 31, 2023, an increase of approximately RMB 10.4 million or 15.4% compared to 2022[17]. - LNG sales contributed RMB 24.0 million to revenue in 2023, a significant increase from RMB 3.3 million in 2022[17]. - The net loss for the year increased by 547.2% to RMB 23.3 million from RMB 3.6 million in 2022[17]. - Retail business revenue from CNG sales accounted for 21.8% of total revenue, increasing to approximately RMB 17.0 million in 2023 from RMB 14.8 million in 2022[25]. - Wholesale business revenue from CNG sales decreased by 17.1% to approximately RMB 36.8 million, accounting for 47.2% of total revenue in 2023[25]. - The company's total sales cost increased by 37.4% to approximately RMB 70.5 million, primarily due to higher LNG sales[27]. - Gross profit decreased to approximately RMB 7.5 million in 2023, with a gross margin of 9.6%, down from 24.1% in 2022[28]. - The company reported a loss attributable to owners of approximately RMB 230 million, an increase of RMB 199 million or 641.9% compared to RMB 31 million in the previous year[40]. - The total equity as of December 31, 2023, was approximately RMB 593 million, down from RMB 821 million as of December 31, 2022[45]. - Cash and cash equivalents as of December 31, 2023, were approximately RMB 284 million, compared to RMB 338 million in the previous year[45]. - Approximately RMB 576 million is available for distribution as reserves as of December 31, 2023, down from RMB 606 million the previous year[101]. Business Operations - The company operates in the compressed natural gas (CNG) and liquefied natural gas (LNG) sectors, providing clean alternative fuels for vehicles[8]. - The company is headquartered in Hong Kong and has operational facilities in Jingzhou, Hubei Province, China[14]. - The company has established relationships with several banks for its financial operations, including Agricultural Bank of China and DBS Bank[13]. - The company is actively exploring various business opportunities to diversify revenue sources and enhance shareholder value[18]. - The company has entered into strategic cooperation agreements to explore new business opportunities in the new media sector[41]. - The company is optimistic about the growth of natural gas consumption in China, supported by government policies promoting clean energy[42]. - The company has been in discussions with government officials regarding the approval process for its plans[68]. - The company will conduct feasibility studies, including environmental impact assessments, after receiving relevant government approvals[68]. Governance and Compliance - The board of directors includes executive directors and independent non-executive directors, ensuring a diverse governance structure[13]. - The annual report is part of the compliance with GEM listing rules, aimed at providing relevant information to stakeholders[7]. - The company emphasizes the higher investment risks associated with small and medium-sized enterprises listed on the GEM market[6]. - The company has implemented compliance procedures to ensure adherence to relevant laws and regulations impacting its operations[91]. - The company has adopted the trading compliance standards as per GEM listing rules for directors' securities transactions, confirming adherence throughout the year[140]. - The company has adopted and applied the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance with all applicable provisions, except for the deviation regarding the roles of the Chairman and CEO[154]. - The company has confirmed that all independent non-executive directors meet the independence criteria as per GEM Listing Rules, ensuring effective oversight and governance[163]. - Independent non-executive directors serve a specific term of three years and are subject to re-election at the annual general meeting, promoting accountability[164]. - The board has established mechanisms to ensure independent viewpoints are obtained, with at least three independent non-executive directors, one of whom possesses relevant professional qualifications[171]. - The nomination committee strictly adheres to the nomination policy and evaluates the independence of independent non-executive directors annually[172]. Risk Management - The management discussion and analysis section provides insights into the major risks and uncertainties faced by the company[90]. - The board confirmed its responsibility for the effectiveness of risk management and internal control systems, which aim to manage risks rather than eliminate them[198]. - The audit and risk management committee assists the board in overseeing the implementation and monitoring of risk management and internal control systems[200]. - The company has adopted a series of internal control policies and procedures to ensure effective operations and reliable financial reporting[200]. Shareholder Information - The company has entered into a placement agreement to issue up to 35,451,000 shares at a price of HKD 0.658 per share, representing a discount of approximately 17.75% to the closing price on the placement agreement date[71]. - The total gross proceeds from the placement are approximately HKD 3.9 million, with net proceeds expected to be around HKD 3 million after deducting placement commissions and related expenses[72]. - The net proceeds from the placement will be used for investments in renewable energy-related businesses and general working capital[72]. - The company anticipates no changes to the main plans regarding the use of proceeds as of the report date[70]. - The company does not recommend the payment of a final dividend for the year, consistent with the previous year[95]. - The company has not purchased, sold, or redeemed any of its listed securities during the year[97]. - The company has a stock option plan approved on April 20, 2018, allowing the issuance of options to directors and employees as an incentive[123]. - A total of 25,816,009 stock options remain unexercised as of the report date, equivalent to about 14.56% of the issued shares[132]. Employee and Director Information - Employee costs, including director remuneration, were approximately RMB 5.0 million as of December 31, 2023, slightly down from RMB 5.2 million in 2022, with a total of 71 employees compared to 64 in the previous year[58]. - The company has arranged for the purchase of appropriate insurance for its directors and senior officers, which is currently in effect[110]. - The company has received annual independence confirmations from all independent non-executive directors as of the report date[106]. - New directors receive formal and comprehensive induction training to understand the company's operations and their responsibilities under GEM Listing Rules[177]. - All directors participated in continuous professional development, receiving training and reading materials related to their responsibilities as listed company directors[180]. Audit and Risk Management Committee - The Audit and Risk Management Committee held five meetings during the year to review quarterly, interim, and annual financial performance and reports[183]. - The Audit and Risk Management Committee's responsibilities include reviewing financial data and internal control systems, ensuring compliance and effective risk management[183]. - The Remuneration Committee held one meeting during the year to review the remuneration policies and structures for directors and senior management[185]. - The Nomination Committee held one meeting during the year to review the board's structure, size, and composition, as well as the independence of non-executive directors[188].
TL NATURAL GAS(08536) - 2023 - 年度业绩