Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

BEIJING GAS BLUE SKY HOLDINGS LIMITED

北 京 燃 氣 藍 天 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 6828)

ANNOUNCEMENT OF INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2020

AND

CHANGE OF COMPOSITION OF THE

BOARD COMMITTEES

UNAUDITED INTERIM RESULTS

The board (the "Board") of directors (the "Directors") of Beijing Gas Blue Sky Holdings Limited (the "Company") announces the unaudited consolidated interim results of the Company and its subsidiaries (collectively, the "Group") for the six months ended 30 June 2020 ("HY2020") together with the comparative figures for the same period in 2019 ("HY2019").

1

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2020

Six months ended 30 June

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Revenue

5

1,212,557

1,882,630

Cost of sales

(1,098,550)

(1,674,718)

Gross profit

114,007

207,912

Other gains and (losses)

7

4,150

5,327

Other income

8

22,398

17,869

Reversal of impairment losses on financial assets

27,622

41,132

Administrative expenses

(116,097)

(125,928)

Other expenses

(7,357)

(5,820)

Finance costs

9

(106,170)

(136,399)

Share of profit of associates

120,294

159,302

Share of loss of joint ventures

(2,419)

(1,090)

Gain arising from acquisition of a subsidiary

31,017

-

Profit before income tax

10

87,445

162,305

Income tax expenses

11

(5,981)

(2,194)

Profit for the period

81,464

160,111

Other comprehensive (loss)/income

Item that is reclassified or may be reclassified

subsequently to profit or loss:

Exchange difference arising on consolidation

(183,903)

(148,386)

Item that will not be reclassified to profit or loss:

Fair value changes in financial assets at fair

value through other comprehensive income

("FVTOCI")

4,302

(325)

(179,601)

(148,711)

Total comprehensive (loss)/income for the period

(98,137)

11,400

2

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

For the six months ended 30 June 2020

Six months ended 30 June

2020

2019

Note

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Profit for the period attributable to:

Owners of the Company

63,914

134,346

Non-controlling interests

17,550

25,765

81,464

160,111

Total comprehensive (loss)/income for the period

attributable to:

Owners of the Company

(79,057)

(17,285)

Non-controlling interests

(19,080)

28,685

(98,137)

11,400

Earnings per share

13

- Basic

HK0.49 cents

HK1.03 cents

- Diluted

HK0.49 cents

N/A

3

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2020

30 June

31 December

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Non-current assets

Property, plant and equipment

14

496,832

481,055

Intangible assets

1,126,910

1,162,748

Goodwill

15

1,475,408

1,475,408

Interests in associates

16

1,891,530

1,771,318

Interests in joint ventures

357,928

360,346

Deposits for acquisition of subsidiaries

893,028

772,178

Deposits for acquisition of property,

plant and equipment

50,511

77,151

Prepayments and other receivables

17

42,227

45,800

Financial assets at fair value through other

comprehensive income ("FVTOCI")

123,970

119,662

Right-of-use assets

235,067

222,832

Other non-current assets

300

300

6,693,711

6,488,798

Current assets

Inventories

144,011

54,356

Contract assets

68,108

46,606

Trade and other receivables

17

1,310,450

1,235,678

Amounts due from joint ventures

17,755

38,022

Amounts due from associates

27,936

31,344

Financial assets at fair value through

profit and loss ("FVTPL")

227,767

220,234

Cash and bank balances

506,120

542,298

2,302,147

2,168,538

4

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

As at 30 June 2020

30 June

31 December

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Current liabilities

Trade and other payables

18

568,663

466,495

Contract liabilities

166,635

173,720

Lease liabilities

34,363

35,587

Bank and other borrowings

19

2,660,693

2,167,410

Convertible bonds

20

-

373,412

Amount due to associate

987

-

3,431,341

3,216,624

Net current liabilities

(1,129,194)

(1,048,086)

Total assets less current liabilities

5,564,517

5,440,712

Capital and reserves

Share capital

21

714,236

714,236

Reserves

3,633,059

3,712,581

Equity attributable to owners of the Company

4,347,295

4,426,817

Non-controlling interests

145,322

144,260

Total equity

4,492,617

4,571,077

Non-current liabilities

Amounts due to joint ventures

148,584

135,148

Lease liabilities

106,930

126,164

Bank and other borrowings

19

535,533

318,511

Deferred tax liabilities

280,853

289,812

1,071,900

869,635

5,564,517

5,440,712

5

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

  1. GENERAL INFORMATION
    The Company was incorporated in Bermuda as an exempted company with limited liability. Its shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
    The address of its registered office and the principal place of business of the Company are Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and Room 1411, 14/F., New World Tower I, 16-18 Queen's Road Central, Hong Kong respectively.
    The principal activity of the Company is investment holding. The Company's subsidiaries are principally engaged in sales and distribution of natural gas and other related products.
    The unaudited condensed consolidated financial statements are presented in Hong Kong dollars ("HK$") and the functional currency of the Company is Renminbi ("RMB"). All values are rounded to the nearest thousands ("HK$'000") except when otherwise indicated.
  2. BASIS OF PREPARATION
    These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting issued by the International Accounting Standard Board ("IASB") and the applicable disclosures requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules").
  3. ACCOUNTING POLICIES
    The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values.
    Going concern
    At 30 June 2020, the current liabilities of the Group exceeded its current assets by approximately HK$1,129,194,000 (31 December 2019: net current liabilities HK$1,048,086,000).
    At 30 June 2020, the Group had unutilised banking facilities in aggregate of approximately HK$620,056,000 (31 December 2019: HK$100,977,000). Subsequent to 30 June 2020, the Group is granted with additional bank facilities in aggregate of approximately HK$1,340,000,000 (31 December 2019: HK$1,087,500,000). In addition, the management of the Group has prepared the Group's cash flow projections covering a period of not less than twelve months from 30 June 2020. Based on the cash flow projections, the management of the Group will have sufficient financial resources to meet its financial obligations as and when they fall due in the coming twelve months from 30 June 2020. The management has made key assumptions on the projections with regard to the anticipated cash flows from the Group's operations, capital expenditures and the continuous availability of bank facilities.
    The management of the Company is of the opinion that, taking into account the confirmed credit commitments from financial institutions, existing internal financial resources and the cash flow projections of the Group, the Group has sufficient working capital for its present requirements. Hence, the consolidated financial statements have been prepared on a going concern basis. Should the Group be unable to operate as a going concern, adjustments would have to be made to write down the value of assets to their recoverable amounts, and to provide for any further liabilities which might arise. The effect of these adjustments has not been reflected in the consolidated financial statements.
    Other than additional accounting policies resulting from application of amendments to International Financial Reporting Standards ("IFRSs"), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2020 are the same as those followed in the preparation of the Group's consolidated financial statements for the year ended 31 December 2019.

6

3. ACCOUNTING POLICIES (Continued)

In the current interim period, the Group has applied, for the first time, the following new and amendments to International Financial Reporting Standards ("IFRSs") issued by the IASB which are mandatory effective for the annual period beginning on or after 1 January 2020:

Amendments to IAS 1 and IAS 8

Definition of Material

Amendments to IAS 3

Definition of a Business

Amendments to IFRS 9, IAS 39 and IFRS 7

Interest Rate Benchmark Reform

The new amendments to IFRSs have been applied in accordance with the relevant transition provisions in the respective standards and amendments which results in changes in accounting policies.

3.1 Impacts and changes in accounting policies of application on IAS 1 and IAS 8 Definition of Material

3.1.1 Key changes in accounting policies resulting from application of IAS 1 and IAS 8

The amendments provide a new definition of material that states "information is material if omitting misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity." The amendments also clarify that materiality depends on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements taken as a whole.

The application of the amendments in the current period had no impact on the condensed consolidated financial statements. Changes in presentation and disclosures on the application of the amendments, if any, will be reflected on the consolidated financial statements for the year ending 31 December 2020.

3.2 Impact and changes in accounting policies of application on IAS 3 Definition of Business

3.2.1 Key changes in accounting policies resulting from application of IAS 3 Business combinations or asset acquisitions

Optional concentration test

Effective from 1 January 2020, the Group can elect to apply an optional concentration test, on a transaction-by-transaction basis, that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The concentration test is met is substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The gross assets under assessment exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is met, the set of activities and assets is determined not to be a business and not further assessment is needed.

3.2.2 Transition and summary of effects

The amendments had no impact on the condensed consolidated financial statements of the Group.

7

3. ACCOUNTING POLICIES (Continued)

3.3 Impact and changes in accounting policies of application on IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform

3.3.1 Key changes in accounting policies resulting from application of IFRS 9, IAS 39 and IFRS 7 Hedge accounting

For the purpose of determining whether a forecast transaction (or a component thereof) in a cash flow hedge is highly probable, the Group assumes that the interest rate benchmark on which the hedged cash flows (contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.

Assessment of hedging relationship and effectiveness

In assessing the economic relationship between the hedged item and the hedging instrument, the Group assumes that the interest rate benchmark on which the hedged cash flows and/or the hedged risk (contractually or non-contractually specified) are based, or the interest rate benchmark on which the cash flows of the hedging instrument are based, is not altered as a result of interest rate benchmark reform.

Cash flow hedges

For the purpose of reclassifying the amount of accumulated in the cash flow hedge reserve in order to determine whether the hedged future cash flows are expected to occur, the Group assumes the interest rate benchmark on which the hedged cash flows (contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.

3.3.2 Transition and summary of effects

The amendments had no impact on the condensed consolidated financial statements of the Group.

4. SEASONALITY OF OPERATIONS

Seasonal fluctuation exists in our natural gas business. The demand is generally higher in the second half of the year due to the winter heating consumption.

Our interim results for the first half of the year may not serve as an indication of our results of operations for the entire financial year.

8

5. REVENUE

  1. Disaggregation of revenue from contracts with customers

Six months ended

30 June

2020

2019

Segment

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Types of the sale channels and nature of

goods and services rendered

Natural gas refueling station

Liquified natural gas ("LNG")

12,094

41,982

Compressed natural gas ("CNG")

29,251

37,091

41,345

79,073

Trading and distribution of natural gas

LNG

432,651

1,176,072

CNG

5,246

1,830

Fuel oil and other related oil by-products

248,559

81,057

686,456

1,258,959

Direct supply

LNG

152,089

79,186

City Gas, pipeline construction fee,

value-added services and others

LNG

4,608

112,296

CNG

195,027

241,067

Pipeline construction fee

127,997

50,154

Other related products

5,035

61,895

332,667

465,412

Total

1,212,557

1,882,630

Timing of revenue recognition

A point in time

1,084,560

1,832,476

Over time

127,997

50,154

Total

1,212,557

1,882,630

All the revenue from customers are derived from the PRC.

9

5. REVENUE (Continued)

  1. Performance obligations for contracts with customers

Natural gas refueling station/trading and distribution of natural gas/direct LNG supply

For CNG and LNG refueling stations for vehicles, distributing and trading of CNG and LNG as a wholesaler to industrial and commercial users and direct supply of LNG through direct supply facilities, revenue is recognised at a point in time when the customers obtain the control of goods which is when the gas refueling process have completed and the gas has been delivered to the wholesaler's specific location respectively. Transportation and other related activities that incurred before customers obtain control of the related products are considered as fulfilment activities. For direct LNG supply and trading and distribution of natural gas, the Group would require advance payment before the delivery of the natural gas for certain customers, any shortage against the periodically actual delivery of natural gas will be billed by the Group accordingly. The normal credit term for trading and distribution of natural gas is 30 days to 90 days upon delivery.

For natural gas refueling station, customers are required to purchase an oil card and top up the advance payment stored in the card for future usage of natural gas to be supplied by the Group. The Group requires advance payment before the usage of natural gas through oil card. Any shortage resulted in the oil, the group grant a normal credit term of 30 days upon the issue of monthly statement of the oil card.

City Gas, pipeline construction fee, value-added service and others

For sales of natural gas to residential, industrial and commercial users through pipelines and other related products, revenue is recognised at a point in time when the customers obtain the control of goods when the gas are supplied to and consumed by the end users. The normal credit term is 30 days to 90 days upon delivery.

For pipeline construction fee, the Group provides gas pipeline construction services under construction contracts with its customers. Such contracts are entered into before construction of the gas pipeline begins. The Group's performance creates and enhances an asset that the customer controls as the Group performs. Revenue from construction of gas pipeline is recognised over time on an input method, i.e. based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The Directors consider that this input method is an appropriate measure of the progress towards complete satisfaction of these performance obligations under IFRS 15.

The Group requires certain customers to provide upfront deposits before the commencement of the construction which will give rise to contract liabilities until the revenue recognised on the relevant contracts exceed the amount of the deposits. The Group is entitled to invoice customers for gas pipeline construction services upon completion of construction works. The Group recognises contract asset for any work performed in excess of payment from customer for the same contract. Any amount previously recognised as a contract asset is reclassified to trade receivables upon completion of construction works. The Group allows an average credit period of 90 days to its customers.

10

5. REVENUE (Continued)

  1. Transaction price allocated to the remaining performance obligations for contracts with customers

All sales of natural gas contracts and pipeline construction contracts are for original expected duration of one year or less. As permitted under IFRS 15, the transaction prices allocated to these unsatisfied contracts are not disclosed.

An analysis of the Group's revenue for the periods is as follows:

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Natural gas refueling station

41,345

79,073

Trading and distribution of natural gas

686,456

1,258,959

Direct LNG supply

152,089

79,186

City Gas, value-added service and others

204,670

415,258

Pipeline construction fee

127,997

50,154

1,212,557

1,882,630

6. SEGMENT REPORTING

Information reported to the chief operating decision makers ("CODM"), for the purpose of resources allocation and assessment of segment performance focuses on sales channel and nature of the goods being sold or services rendered. These revenue streams and the basis of the internal reports about components of the Group are regularly reviewed by the CODM in order to allocate resources to segments and to assess their performance. No operating segments identified by the CODM have been aggregated in arriving at the reportable segments of the Group.

During the period, as a result of the restructure of internal information reporting purposes, the Group has determined that there are four reportable segments under IFRS 8 which are set out below. The comparative figures have been restated accordingly.

  1. Natural gas for transportation - operation of CNG and LNG refueling stations for vehicles
  2. Trading and distribution of natural gas - distributing and trading CNG and LNG, fuel oil and other related oil by products as a wholesaler to industrial and commercial users.
  3. Direct LNG supply - distributing LNG to industrial and commercial users through direct supply facilities.
  4. City gas, pipeline construction fee, value-added service and others - sale of natural gas to residential, industrial and commercial users through pipelines, other income from value-added service such as repair and maintenance service, pipeline construction fee and others, such as transportation income. Share of result of an associate, which is engaged in provision of port facilities for vessels and re-gasification of LNG was also included in this segment.

11

6. SEGMENT REPORTING (Continued) Segment revenue and results

The following is an analysis of the Group's revenue and results by operating and reportable segments:

For the six months ended 30 June 2020

City gas,

pipeline

construction

fee,

Natural gas

Trading and

Direct

value-added

for

distribution

LNG

service and

transportation

of natural gas

Supply

Others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

External segment revenue

41,345

686,456

152,089

332,667

1,212,557

Inter-segment sales

-

88,006

-

26,015

114,021

41,345

774,462

152,089

358,682

1,326,578

Segment profit

2,049

31,350

6,480

152,468

192,347

Other income and other gains and losses

26,548

Central corporate expenses

(56,297)

Finance costs

(106,170)

Gain arising from acquisition of a subsidiary

31,017

Profit before income tax

87,445

Profit before income tax for the six months ended 30 June 2020 consists of a gain from acquisition of 100% equity interest in Golden Scenery International Limited, at a cash consideration of USD1 (the "Golden Scenery Acquisition") from an independent third party. The Golden Scenery Acquisition results in a gain on acquisition of a subsidiary of HK$31.0 million.

Inter-segment sales are charged at prevailing market rates.

For the six months ended 30 June 2019

City gas,

pipeline

construction

fee,

Natural gas

Trading and

Direct

value-added

for

distribution

LNG

service and

transportation

of natural gas

Supply

Others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

External segment revenue

79,073

1,258,959

79,186

465,412

1,882,630

Inter-segment sales

-

88,982

-

-

88,982

79,073

1,347,941

79,186

465,412

1,971,612

Segment profit

3,519

60,681

846

284,659

349,705

Other income and other gains and losses

23,196

Central corporate expenses

(74,197)

Finance costs

(136,399)

Profit before income tax

162,305

Inter-segment sales are charged at prevailing market rates.

12

6. SEGMENT REPORTING (Continued) Segment assets and liabilities

The following is an analysis of the Group's assets and liabilities by operating and reportable segments:

Segment assets

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Natural gas refueling station

932,079

905,339

Trading and distribution of natural gas

146,339

139,198

Direct LNG supply

934,694

812,112

City gas, pipeline construction fee,

value-added service and others

5,497,774

5,480,345

Total segment assets

7,510,886

7,336,994

Prepayment

3,149

6,722

Financial assets at FVTOCI

123,970

119,662

Cash and bank balances

506,120

542,298

Property, plant and equipment for corporate use

3,310

4,572

Financial assets at FVTPL

227,767

220,234

Other unallocated assets

613,029

415,418

Right-of-use assets for corporate use

7,627

11,436

Consolidated assets

8,995,858

8,657,336

Segment liabilities

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Natural gas refueling station

43,969

50,688

Trading and distribution of natural gas

49,438

15,606

Direct LNG supply

192,308

223,476

City gas, pipeline construction fee,

value-added service and others

966,672

912,420

Total segment liabilities

1,252,387

1,202,190

Convertible bonds

-

373,412

Bank and other borrowings

3,196,226

2,485,921

Unallocated lease liabilities

46,665

11,753

Other unallocated liabilities

7,963

12,983

Consolidated liabilities

4,503,241

4,086,259

13

6. SEGMENT REPORTING (Continued) Segment assets and liabilities (Continued)

For the purposes of monitoring segment performance and allocating resources between segments:

  • all assets are allocated to operating and reportable segments (other than financial assets at FVTPL, financial assets at FVTOCI, prepayment, cash and bank balances, and property, plant and equipment for corporate use, right-of-use assets for corporate use and other unallocated assets); and
  • all liabilities are allocated to operating and reportable segments (convertible bonds, bank and other borrowings, unallocated lease liabilities and other unallocated liabilities).

The Group has allocated goodwill to the relevant segments as segment assets.

7.

OTHER GAINS AND (LOSSES)

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Net exchange gains

95

7,172

Change in fair value of financial assets mandatorily measured

at FVTPL

- Held for trading

-

193

- Others

830

(2,701)

Change in fair value of embedded derivatives at FVTPL

-

(697)

Government grants

3,225

1,360

4,150

5,327

8.

OTHER INCOME

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Interest income

17,894

11,722

Gas appliances income

560

2,258

Rental income

44

190

Sundry income

3,900

3,699

22,398

17,869

14

9.

FINANCE COSTS

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Finance charge on lease liabilities

3,400

6,779

Interests on bank borrowings

32,001

6,011

Interests on other borrowings

28,247

42,407

Interests on convertible bonds

42,522

81,202

106,170

136,399

10.

PROFIT BEFORE INCOME TAX

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Profit before income tax is arrived at after charging:

Amortisation of intangible assets

35,838

35,641

Cost of inventories recognised as expense

1,002,344

1,572,810

Depreciation of property, plant and equipment

24,890

27,268

Depreciation of right-of-use assets

10,197

6,507

Employee benefit expenses

- Salaries and allowance

69,417

40,883

- Contribution to defined contribution plans

5,442

11,832

74,859

52,715

11. INCOME TAX EXPENSE

No Hong Kong profits tax has been provided for the six months ended 30 June 2020 as the Company and its subsidiaries did not derive any assessable profits in Hong Kong for that period.

In accordance with the relevant PRC enterprise income tax laws, regulations and implementation guidance note, subsidiaries in Mainland China are subject to the PRC enterprise income tax rate at 25% (six months ended 30 June 2019: 25%).

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

PRC corporate income tax

(14,940)

(11,104)

Deferred tax

8,959

8,910

Total income tax expense

(5,981)

(2,194)

15

  1. DIVIDEND
    The Board did not recommend a payment of interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).
  2. EARNINGS PER SHARE
    The calculation of the basic and diluted earnings per share attributable to the owners of the Company is based on the following data:

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Earnings

Profit for the period attributable to the owners of the Company

for the purposes of basic and diluted earnings per share

63,914

134,346

2020

2019

Number of shares

Weighted average number of ordinary shares for the purpose of basic

earnings per share

12,986,114,715

12,986,114,715

Effect of dilutive potential ordinary shares:

Share options issued by the Company

N/A

N/A

Convertible bonds issued by the Company

N/A

N/A

N/A

N/A

Weighted average number of ordinary shares for the purpose of

diluted earnings per share

12,986,114,715

12,986,114,715

The computation of diluted earnings per share for the six months ended 30 June 2020 does not assume the conversion of the Company's outstanding convertible bonds and share options (30 June 2019: convertible bonds and share options) since their assumed exercise would result in an increase in earnings per share.

  1. PROPERTY, PLANT AND EQUIPMENT
    During the six months ended 30 June 2020, the Group has an addition of property, plant and equipment with a cost of HK$43,621,000 (six months ended 30 June 2019: HK$43,951,000). During the six months ended 30 June 2020, HK$26,644,000 plant and equipment acquired on acquisition of a subsidiary (six months ended 30 June 2019: HK$27,580,000).
  2. GOODWILL

HK$'000

COST

At 1 January 2019

1,139,731

Acquisition of subsidiaries

355,677

At 31 December 2019 and 1 January 2020 (audited) and 30 June 2020 (unaudited)

1,475,408

The Group tests for impairment of goodwill annually and in the financial year in which the acquisition takes place, or more frequently if there are indications that goodwill might be impaired.

16

16. INTERESTS IN ASSOCIATES

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Carrying amounts of the Group's interests in associates

1,891,530

1,771,318

17. TRADE AND OTHER RECEIVABLES

30 June

31 December

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Trade receivables

338,708

408,592

Less: allowance of credit losses

(20,060)

(47,690)

Trade receivables - net

(a)

318,648

360,902

Prepayments

(b)

372,341

307,148

Loan and bond receivables

(c)

438,961

406,186

Other receivables

(d)

222,727

207,242

1,352,677

1,281,478

Analysed for reporting purpose as:

Non-current portion

42,227

45,800

Current portion

1,310,450

1,235,678

1,352,677

1,281,478

Notes:

  1. As at 30 June 2020 and 31 December 2019, trade receivables from contracts with customers amounted to HK$318,648,000 and HK$360,902,000 respectively.
    The following is an aged analysis of trade receivables (net of allowance of credit losses) presented based on invoice dates, which approximate the respective revenue recognitions dates for sales of gas and the billing dates for work performed for construction contracts. The Group generally allows average credit period of 30 to 120 days to its customers.

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

0 - 90 days

127,227

333,868

91 - 120 days

67,193

5,310

121 - 180 days

24,228

1,648

181 - 365 days

100,000

20,076

318,648

360,902

  1. Prepayments mainly included prepayment for purchase of natural gas, construction and related products of approximately HK$279,027,000 (2019: HK$300,920,000).

17

17. TRADE AND OTHER RECEIVABLES (Continued)

Notes: (Continued)

  1. Loan and bond receivables, net of impairment loss of HK$1,593,000 (2019: HK$1,593,000) at 30 June
    2020 included:
    1. Ten (2019: ten) loan receivables of approximately HK$307,342,000 (2019: HK$278,184,000) in total. These loan receivables are short term loan advances to independent third parties, which are unsecured, interest bearing at 4% to 12% and repayable within one year; and
    2. Four (2019: four) bond receivables of approximately HK$131,619,000 (2019: HK$128,002,000) in total. These bond receivables are redeemable within one year from independent third parties, which are unsecured and interest bearing at 10% to 18%.
  2. Other receivables at 30 June 2020 mainly included (i) a security deposits paid to government with net carrying amount of approximately HK$28,963,000 (2019: HK$29,827,000) and (ii) deposits paid of approximately HK$63,109,000 (2019: HK$89,654,000) mainly represented deposits for crude oil trading business.

18. TRADE AND OTHER PAYABLES

30 June

31 December

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Trade payables

(a)

412,624

354,788

Other payables

Accrued charges and other creditors

(b)

117,869

89,578

Construction cost payables

(c)

38,170

22,129

568,663

466,495

  1. The Group was granted by its suppliers credit periods ranging from 30 to 90 days. The ageing analysis of trade payables, at the end of the reporting period based on the invoice date, is as follows:

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

0 - 90 days

237,129

320,055

91 - 180 days

35,571

7,850

181 - 365 days

123,099

11,481

Over 365 days

16,825

15,402

412,624

354,788

  1. Accrued charges and other creditors included income tax payable of approximately HK$17,010,000 (2019: HK$42,060,000)
  2. The construction cost are normally due within one year from the date of recognition as set out in the agreements.

18

19. BANK AND OTHER BORROWINGS

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Bank borrowings (note i)

1,818,556

1,229,389

Corporate bonds (note ii)

1,370,670

1,248,532

Other borrowings

7,000

8,000

3,196,226

2,485,921

Carrying amount repayable:

Within one year*

2,660,693

2,167,410

More than one year, but not exceeding two years

479,049

173,223

More than two years, but not exceeding five years

56,484

145,288

More than five years

-

-

3,196,226

2,485,921

Less: Amounts due within one year or contain a repayment on demand

clause shown under current liabilities

(2,660,693)

(2,167,410)

Amounts shown under non-current liabilities

535,533

318,511

  • The amounts also contain a repayable on demand clauses.
    Notes:
  1. As at 30 June 2020, HK$1,750,000,000 (2019: HK$1,173,464,000) out of the total bank borrowing
    balances of approximately HK$1,818,556,000 (2019: HK$1,229,389,000) are denominated in HK$.
  2. The additional unsecured corporate bonds issued by the Company during the six months ended 30 June 2020 were HK$794,964,000 (2019: HK$683,031,200). The unsecured bonds have maturity of one to eight years (2019: one to eight years) until 2024 (2019: 2024) and interest bearing at 2% to 8% (2019: 0.8% to 8%) per annum. Transaction costs of approximately HK$32,157,500 (2019: HK$59,077,000) have been incurred and the corporate bonds carry effective interest at 3.62% (2019: 4.49%) per annum.

19

20. CONVERTIBLE BONDS

30 June

31 December

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Convertible Bond I

a

-

194,105

Convertible Bond II

b

-

179,307

-

373,412

Carrying amount repayable:

Within one year

-

373,412

More than one year, but not exceeding two years

-

-

-

373,412

Analysed for reporting purposes as:

Current portion

-

373,412

-

373,412

  1. Convertible Bond I
    On 4 May 2017, the Company issued a HK$200,000,000, 4.8% convertible bond (the "Convertible Bond I"). The Convertible Bond I will mature on the date falling on the third anniversary of the issue date of Convertible Bond I at a conversion price of HK$0.67 per convertible share, subject to adjustment and resets in accordance with the terms and conditions of the Convertible Bond I. If the Convertible Bond I have not been converted, they will be redeemed on the maturity date at 106% of the principal amount.
    The Convertible Bond I contain liability component and conversion option. The functional currency of the Company is RMB, which is different from the issue currency of Convertible Bond I. Therefore, the conversion option of Convertible Bond I is not closely related to the liability component and is classified as a derivative because the conversion will not result in the Company issuing a fixed number of shares in settlement of a fixed amount of liability component. Conversion option is measured at fair value with change in fair value recognised in profit or loss.
    The Company had fully redeemed the Convertible Bond I in March 2020.
  2. Convertible Bond II
    On 26 June 2018, the Company issued HK$180,000,000, 2% convertible bond (the "Convertible Bond II"). The Convertible Bond II will mature on the date falling on the second anniversary of the issue date of Convertible Bond II at a conversion price of HK$0.57 per convertible share, subject to adjustment and resets in accordance with the terms and conditions of the Convertible Bond II. The Company shall have the right to convert all of the convertible bonds held by the bondholder into share, if during any three-month period within the conversion period the average closing price per share reaches HK$0.684 per share. If the Convertible Bond II have not been converted, they will be redeemed on the maturity date at the rate of 5.5% per annum of the outstanding amount at the time of the redemption plus any interest accrued.
    The Convertible Bond II contain liability component and conversion option. The functional currency of the Company is RMB, which is different from the issue currency of Convertible Bond II. Therefore, the conversion option of Convertible Bond II is not closely related to the liability component and is classified as a derivative because the conversion will not result in the Company issuing a fixed number of shares in settlement of a fixed amount of liability component. Conversion option is measured at fair value with change in fair value recognised in profit or loss.
    The Company had fully redeemed the Convertible Bond II in June 2020.

20

21. SHARE CAPITAL

Number

Amount

Notes

of share

HK$'000

Ordinary shares of HK$0.055 each

Authorised:

At 31 December 2019 and 30 June 2020

91,000,000,000

5,005,000

Issued and fully paid:

At 1 January 2019, 31 December 2019 and 30 June 2020

12,986,114,715

714,236

All shares issued rank pari passu with the existing shares of the Company in all aspects.

22. COMMITMENTS Capital commitments

At the end of reporting period, commitments in respect of capital expenditure are as follows:

30 June

31 December

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Contracted but not provided for:

- property, plant and equipment

1,645

2,603

23. RELATED PARTY TRANSACTIONS

In addition to the transactions or information disclosed elsewhere in these unaudited condensed consolidated interim financial statements, the Group entered into the following material transactions with related parties during the period:

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Finance cost related to finance lease obligation with

a joint venture (note a)

-

2,191

Purchases of goods (note b)

2,048

2,243

Key management personnel

Short-term employee benefits

6,089

6,531

Post-employment benefits

220

193

Key management personnel remuneration

6,309

6,724

Note a: The Group entered into finance lease agreements with one of the joint ventures.

Note b: The amount represents purchases of goods from a shareholder of a subsidiary which have significant influence in that subsidiary.

21

  1. PLEDGE OF ASSETS
    As at 30 June 2020, certain plant and equipment of HK$20,227,000 were pledged under finance leases (31 December 2019: HK$27,056,000).
  2. SUBSEQUENT EVENTS
    On 3 July 2020, the Company entered into the share purchase agreements with SK E&S HongKong Corporation Limited, a subsidiary of SK E&S, pursuant to which the Company agreed to sell 30% equity interest (the "Disposals") in Ningbo Beilun Bochen Energy Trading Co., Ltd., Huzhou Bochen Natural Gas Co., Ltd. and Zhejiang Boxin Energy Co., Ltd. (the "Target Companies") at a consideration of RMB129.0 million in total. Moreover, the Joint Venture Agreements was entered by both parties in relation to the operation and management matters of the Target Companies upon completion of the Disposals.
    On the same day, the Company entered into the LNG Agreement with Prism Zhoushan, an indirectly wholly- owned subsidiary of SK E&S, pursuant to which the Company agrees to purchase LNG for a term of ten years. Upon completion of the Disposals, the SK E&S HongKong Corporation Limited will become the substantial shareholder of the Target Companies and therefore Prism Zhoushan will become a connected person of the Company.
    On 7 August 2020, the Company and Beijing Gas Singapore entered into the sales contract, pursuant to which Beijing Gas Singapore agreed to purchase 26,000 MTS of mono ethylene glycol from the Company at a total consideration of USD11,440,000.

22

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF OPERATIONS

Affected by COVID-19 pandemic in the first half of 2020, global economic activities weakened and energy consumption was sluggish. China's natural gas market operated with a weak trend on the whole. In the first half of 2020, the apparent consumption of natural gas reached 155.61 billion cubic meters, representing a year-on-year increase of 4.0%; production of natural gas amounted to 94.96 billion cubic meters, representing a year-on-year increase of 9.9%; import of natural gas hit 66.74 billion cubic meters, representing a year-on-year increase of 3.3%. Influenced by this, natural gas business of the Group experienced a certain extent of decline. For the six months ended 30 June 2020 ("HY2020"), the Group's gas sales volume decreased by 34.4% as compared to the corresponding period of last year to 342.0 million cubic meters (HY2019: 521.5 million cubic meters), while sales income decreased by 35.6% as compared to the corresponding period of last year to HK$1,212.6 million (HY2019: HK$1,882.6 million), which was due to a decrease in gas sales volume and terminal selling price caused by the decline in natural gas demand. The gross profit decreased by 45.2% as compared to the corresponding period of last year to HK$114.0 million (HY2019: HK$207.9 million) with gross profit margin recording a year-on-year decrease of 9.4% (HY2019: 11.0%), mainly due to (i) decline in sales, (ii) drop in the gross profit margin for LNG trading business which accounts for a larger proportion of the sales and thus lowered the overall gross profit margin. In terms of expenses, the Group made good progress in its measure aiming to reduce cost and improve efficiency. In the first half of the year, administrative expenses decreased by 7.8% as compared to the corresponding period of last year to HK$116.1 million (HY2019: HK$125.9 million), because the Group optimized its organization structure and imposed strict control on expense to realize a year-on-year decrease in all administrative expenses. Finance cost decreased by 22.1% as compared to the corresponding period of last year to HK$106.2 million (HY2019: HK$136.4 million), and the overall finance cost phenomenally recorded a year-on-year decrease even though the overall interest-bearing liabilities increased because the Group made active effort to optimize financing structure with the assistance from its controlling shareholder, and convertible bonds with higher financial cost were all paid off as of 30 June 2020, which resulted in increase in proportion of borrowing from commercial banks with lower financial cost. Net profit decreased by 49.1% as compared to the corresponding period of last year to HK$81.5 million (HY2019: HK$160.1 million), because apart from decline in sales income and gross profit margin, revenue from the associate Jingtang also decreased as compared to the corresponding period of last year.

As at 30 June 2020, the Group's natural gas projects covered a total of 17 provinces, cities and autonomous regions in the PRC, namely Liaoning, Jilin, Hebei, Beijing, Shandong, Shanxi, Shannxi, Ningxia Autonomous Region, Shanghai, Jiangsu, Anhui, Zhejiang, Guizhou, Hubei, Guangdong, Guangxi, and Hainan.

23

24

The Group's major natural gas projects:

Project Location

LNG/CNG refueling station

City gas

Direct supply

Trading and distribution

Subtotal

LNG throughout

Subtotal

Total

As of June

As of June

As of June

As of June

As of June

As of June

As of June

As of June

As of June

Subtotaled

Subtotaled

No. of

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

sales

sales

Gasification

Gasification

Unloading

Unloading

Subtotaled

Subtotaled

Total

Total

station

volume

volume

volume

volume

volume

volume

volume

volume

volume

volume

volume

volume

volume

volume

throughout

throughout

volume

volume

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

(m3)

(%)

Subsidiaries

Liaoning Province

1

307,738

1.4%

1,308,626

1.9%

-

0.0%

-

0.0%

1,616,364

0.4%

-

0.0%

-

0.0%

-

0.0%

1,616,364

0.1%

Shandong Province

1

557,350

2.5%

-

0.0%

-

0.0%

3,028,219

1.4%

3,585,569

1.0%

-

0.0%

-

0.0%

-

0.0%

3,585,569

0.1%

Guizhou Province

2

1,049,056

4.7%

-

0.0%

1,455,595

2.8%

-

0.0%

2,504,651

0.7%

-

0.0%

-

0.0%

-

0.0%

2,504,651

0.1%

Guangdong Province

-

-

0.0%

-

0.0%

7,297,921

14.0%

-

0.0%

7,297,921

2.0%

-

0.0%

-

0.0%

-

0.0%

7,297,921

0.2%

Anhui Province

-

-

0.0%

-

0.0%

3,052,000

5.8%

53,737,312

24.7%

56,789,312

15.6%

-

0.0%

-

0.0%

-

0.0%

56,789,312

1.9%

Hainan Province

4

5,052,103

22.5%

-

0.0%

1,987,570

3.8%

-

0.0%

7,039,673

1.9%

-

0.0%

-

0.0%

-

0.0%

7,039,673

0.2%

Beijing city

-

-

0.0%

-

0.0%

-

0.0%

2,873,912

1.3%

2,873,912

0.8%

-

0.0%

-

0.0%

-

0.0%

2,873,912

0.1%

Zhejiang Province

-

-

0.0%

-

0.0%

38,480,966

73.6%

78,989,436

36.3%

117,470,402

32.3%

-

0.0%

-

0.0%

-

0.0%

117,470,402

4.1%

Shannxi Province

-

-

0.0%

-

0.0%

-

0.0%

3,100,776

1.4%

3,100,776

0.9%

-

0.0%

-

0.0%

-

0.0%

3,100,776

0.1%

Hebei Province

-

-

0.0%

-

0.0%

-

0.0%

22,870,614

10.5%

22,870,614

6.4%

-

0.0%

-

0.0%

-

0.0%

22,870,614

0.8%

Jilin Province

1

1,068,856

4.8%

17,540,991

24.8%

-

0.0%

-

0.0%

18,609,847

5.2%

-

0.0%

-

0.0%

-

0.0%

18,609,847

0.6%

Shanxi Province

7

3,350,949

14.9%

47,865,331

67.7%

-

0.0%

-

0.0%

51,216,280

14.1%

-

0.0%

-

0.0%

-

0.0%

51,216,280

1.8%

Guangxi Province

-

-

0.0%

-

0.0%

-

0.0%

6,096,048

2.7%

6,096,048

1.7%

-

0.0%

-

0.0%

-

0.0%

6,096,048

0.2%

Ningxia Autonomous

-

-

0.0%

-

0.0%

-

0.0%

9,593,242

4.4%

9,593,242

2.6%

-

0.0%

-

0.0%

-

0.0%

9,593,242

0.3%

Shanghai city

-

-

0.0%

-

0.0%

-

0.0%

31,306,547

14.4%

31,306,547

8.6%

-

0.0%

-

0.0%

-

0.0%

31,306,547

1.1%

16

11,386,052

50.8%

66,714,948

94.4%

52,274,052

100%

211,596,106

97.1%

341,971,158

94.2%

-

0.0%

-

0.0%

-

0.0%

341,971,158

11.7%

Associates

Hainan Province

8

9,083,233

40.5%

-

0.0%

-

0.0%

6,237,200

2.9%

15,320,433

4.2%

-

0.0%

-

0.0%

-

0.0%

15,320,433

0.5%

Anhui Province

3

1,963,290

8.7%

-

0.0%

-

0.0%

32,438

0.0%

1,995,728

0.5%

-

0.0%

-

0.0%

-

0.0%

1,995,728

0.1%

Hebei Province

-

-

0.0%

-

0.0%

-

0.0%

-

0.0%

-

0.0%

2,084,760,648

100.0%

472,028,055

100.0%

2,556,788,703

100.0%

2,556,788,703

87.6%

11

11,046,523

49.2%

-

0.0%

-

0.0%

6,269,638

2.9%

17,316,161

4.7%

2,084,760,648

100.0%

472,028,055

100.0%

2,556,788,703

100.0%

2,574,104,864

88.2%

Joint Ventures

Hubei Province

-

-

0.0%

3,947,089

5.6%

-

0.0%

-

0.0%

3,947,089

1.1%

-

0.0%

-

0.0%

-

0.0%

3,947,089

0.1%

-

-

0.0%

3,947,089

5.6%

-

0.0%

-

0.0%

3,947,089

1.1%

-

0.0%

-

0.0%

-

0.0%

3,947,089

0.1%

27

22,432,575

100%

70,662,037

100%

52,274,052

100%

217,865,744

100%

363,234,408

100%

2,084,760,648

100%

472,028,055

100%

2,556,788,703

100%

2,920,023,111

100%

* As at 30 June 2020, the Group owns a total of 27 refueling stations.

CITY GAS BUSINESS

As at 30 June 2020, the Group had 8 city gas concession rights. During the period, an additional city gas concession right located in Jilin Chagan Lake Ecological Town was granted. In the first half of the year, the Group connected gas pipelines for 24,990 new users and the cumulative number of users reached 502,433, of which 24,901 were new residential users and the cumulative number of residential users reached 499,850. The natural gas sold to residential users amounted to 36.2 million cubic meters (HY2019: 35.7 million cubic meters). The Group secured 89 new industrial and commercial users and the cumulative number reached 2,583 with natural gas sold to industrial and commercial users reaching 30.5 million cubic meters (HY2019: 51.9 million cubic meters). The gas sales volume of city gas projects of the Group was 66.7 million cubic meters (HY2019:

87.6 million cubic meters) during the period, representing a decrease of 23.9% as compared to the corresponding period of last year. The Group recorded a sales income of HK$332.7 million (HY2019: HK$465.4 million), representing a decrease of 28.5% as compared to the corresponding period of last year, of which income from connection projects increased by 155.0% as compared to the corresponding period of last year to HK$128.0 million (HY2019: HK$50.2 million). Among the city gas consumption combination, residential gas consumption recorded a year-on-year increment, while the non-residential gas consumption in contrast, experienced a year-on-year decline, the major reason is due to the impact of COVID-19 pandemic, residents stayed at home for longer period and resumption of production activities were postponed.

DIRECT LNG SUPPLY BUSINESS

During HY2020, gas sales volume of direct supply business increased significantly by 132.4% as compared to the corresponding period of last year to 52.3 million cubic meters (HY2019: 22.5 million cubic meters), and sales income increased by 92.0% as compared to the corresponding period of last year to HK$152.1 million (HY2019: HK$79.2 million). Benefiting from low and stable prices in LNG market in the first half of the year, LNG is more cost effective than other energies and pipeline natural gas, thus downstream end users, including direct supply industrial users and city gas users, had increasing intention to replace or a growing demand to increase the LNG supply. As such, the Group seized opportunities to attract new users. In the first half of the year, the Group put 2 new direct supply projects into production and restarted 2 old projects. As of 30 June 2020, the Group had 35 direct supply projects. During COVID-19 pandemic period, as most of the direct supply projects of the Group are located in the East China where downstream enterprises consuming gas resumed their work and production quickly with slight influence from the pandemic, the overall gas sales volume and income did not decrease but grew.

25

GAS REFUELING STATION BUSINESS

In HY2020, the Group owned 27 gas refueling stations, including 16 CNG refueling stations and 11 LNG refueling stations, with gas sales volume of 11.4 million cubic meters (HY2019: 17.1 million cubic meters). The Group recorded a sales income of HK$41.3 million (HY2019: HK$79.1 million), representing a decrease of 47.8% as compared to the corresponding period of last year, gas refueling station business experienced a drop mainly because demand from transportation industry weakened under the pandemic. The Group will develop regional LNG refueling stations based on its layout of the whole LNG industrial chain in the future.

TRADING AND DISTRIBUTION OF NATURAL GAS BUSINESS

In HY2020, gas sales volume of trading and distribution of natural gas business amounted to 211.6 million cubic meters (HY2019: 394.2 million cubic meters), representing a decrease of 46.3% as compared to the corresponding period of last year; sales income reached HK$686.5 million (HY2019: HK$1,259.0 million), representing a decrease of 45.5% as compared to the corresponding period of last year; Affected by COVID-19 pandemic in the first half of the year, supply in LNG market was adequate with fierce competition in prices. As such, the Group paid greater attention to the quality of trading business, and only retained key trading projects involving its layout of the whole LNG industrial chain to reduce the damage of low gross profit to the overall profit and cash flow of the Group, thus the business of this segment experienced a decline as compared to the corresponding period of last year.

LNG RECEIVING TERMINAL PROJECTS

PetroChina Jingtang (Caofeidian Jingtang Receiving Terminal)

In HY2020, the total throughput volume of LNG of Caofeidian Jingtang Receiving Terminal amounted to 2,556.8 million cubic meters, of which the gas volume transported to pipelines through gasification was 2,084.8 million cubic meters while the gas transportation volume of a tank truck was 472.0 million cubic meters. The throughput volume of LNG of Caofeidian Jingtang Receiving Terminal declined mainly because the total import volume of LNG of the receiving terminal decreased due to sluggish demand in the industry.

Financial Review

Revenue

Revenue decreased by 35.6% from HK$1,882.6 million for the period ended 30 June 2019 to HK$1,212.6 million for the period ended 30 June 2020, mainly due to the consequence of global COVID-19 pandemic and related economic disruption.

Gross Profit and Segment Profit

The Group recorded gross profit of HK$114.0 million for the period ended 30 June 2020 which decreased by HK$93.9 million from HK$207.9 million for the period ended 30 June 2019, which was mainly due to decrease in gross profit arising from refueling stations and trading and distribution of natural gas business.

Segment profit decreased by 45.0% from HK$349.7 million for the period ended 30 June 2019 to HK$192.3 million for the period ended 30 June 2020, which was mainly due to the decrease in gas demand on refueling stations and trading and distribution of natural gas business.

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Earnings before Interests, Tax, Depreciation and Amortisation

Earnings before interests, tax, depreciation and amortisation decreased from HK$368.1 million for the period ended 30 June 2019 to HK$264.5 million for the period ended 30 June 2020. It was resulted by the lockdown policy from the government in order to terminate the COVID-19 spread, which affected the refueling stations and trading and distribution natural gas business.

Other Gains and Losses and Other Income

Other gains and losses and other income increased from HK$23.2 million for the period ended 30 June 2019 to HK$26.5 million for the period ended 30 June 2020, which was mainly due to the increase in interest income by HK$6.2 million.

Operating expenses

  1. Administrative expenses

The administrative expenses decreased by 7.8% from HK$125.9 million for the period ended 30 June 2019 to HK$116.1 million for the period ended 30 June 2020. It was mainly due to the decrease in corporate bond's commission expenses by HK$18.3 million.

  1. Other expenses

Other expenses increased by 27.6% from HK$5.8 million for the period ended 30 June 2019 to HK$7.4 million for the period ended 30 June 2020, which was mainly due to the increase in bank charges by HK$1.8 million.

  1. Finance costs

Finance costs decreased from HK$136.4 million for the period ended 30 June 2019 to HK$106.2 million for the period ended 30 June 2020 which was mainly due to the decrease in interests on convertible bonds by HK$38.7 million.

  1. Income tax expense

Income tax expense was calculated at the applicable tax rates on the estimated assessable profits of its PRC subsidiaries and Hong Kong subsidiaries for the period ended 30 June 2019 and 2020 respectively.

Income tax expenses of HK$6.0 million for the period ended 30 June 2020 represented the current taxation arising from the PRC subsidiaries of HK$15.0 million and the deferred tax credit of HK$9.0 million arising from fair value adjustments of intangible assets from acquisition of various natural gas projects.

  1. Profit attributable to the owners of the Company

The Group's profit for the year attributable to the owners of the Company was arrived at HK$63.9 million for the period ended 30 June 2020, representing an decrease by HK$70.4 million from the period ended 30 June 2019.

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Acquisition of a subsidiary

On 26 June 2020, the Company entered into a sale and purchase agreement, pursuant to which the Company acquired 100% equity interests in Golden Scenery International Limited, at a cash consideration of USD1 (the "Golden Scenery Acquisition") from an independent third party. The Golden Scenery Acquisition results in a gain on acquisition of a subsidiary of HK$31.0 million.

FUTURE PROSPECTS

Looking ahead to the second half of the year, the overall economic environment of domestic market are gradually recovering and demands for natural gas will increase steadily as the impact of COVID-19 pandemic weakens. The year 2020 is the final year for the 13th Five-Year Plan and the "Blue Sky Three-year Defensive plan". As a clean and environmentally friendly source of energy, natural gas receives great support from several national policies, so it is highly possible that it will grow in the long term with great probability for restorative growth in the short term. Consumption of natural gas in the second half of 2020 is expected to grow faster than that in the first half of the year. As China Oil and Gas Pipeline Network Group implemented several projects, market-oriented reform in natural gas industry will yield important development in the second half of the year, further boosting growth in consumption and promoting long-term healthy development for natural gas industry. It is expected that China Oil and Gas Pipeline Network Group will be put into service in this winter, a season requiring heat supply, thus the Group will also pay great attention to market opportunities brought by such change.

In the second half of the year, the Group will continue to implement the development strategy of "city gas+LNG", and seek city gas project both at home and abroad so as to seize opportunities for acquisition and merger. The Group will keep improving LNG industrial chain, and make great effort to develop businesses with great advantages in the whole LNG industrial chain. Benefiting from the historically low prices in LNG market, the downstream end market is filled with greater opportunities for expansion than previous years, and the Group is negotiating on several quality projects currently. On 3 July 2020, the Group entered into share purchase agreements with SK E&S, pursuant to which, both parties will conduct business cooperation in the East China. Levering advantages that SK E&S possesses in the whole LNG industrial chain, the Group is expected to get LNG resources with lower price and the window period for receiving terminal within Zhejiang, thus the Group can cooperate with SK E&S as the sole underwriter. In the second half of the year, the Group expects to cooperate with SK E&S for approximately 120-150 thousand tons of LNG business, further enhancing the Group's market position and increasing its competitive strength in natural gas business.

In terms of operation, as disclosed in the announcement dated 3 July 2020, the board of directors and core management of the Company were changed, showing that Beijing Gas Group will play a greater role in daily operation and management of the Group. In the future, major shareholder will provide the Group with full support in strategic synergy, business support, investment and financing arrangement, and personnel recruitment and management to help the Group embark on a new stage in its development with greater performance to reward shareholders and investors. In the second half of the year, the Group will continue to fully implement the concept of "reducing cost while increasing efficiency" to maximize its profitability. The Group will optimize organization structure and impose strict control on expense to control administrative expenses, and improve financing structure on an ongoing basis with assistance from major shareholder to expand financing channel and enhance financing strength, so as to reduce financing cost, increase value of assets for the Company, and improve profitability.

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CAPITAL STRUCTURE AND FINANCIAL RESOURCES

The Group financed its operations with shareholders' equity, bank and other borrowings and lease liabilities.

The Group maintained cash and bank balances amounting to HK$506.1 million as at 30 June 2020 (31 December 2019: HK$542.3 million), a decrease by 6.7% from 31 December 2019.

The Group had total borrowings of HK$3,487.1 million as at 30 June 2020 (31 December 2019: HK$3,156.2 million). The Group's leverage ratio, which is total borrowings divided by the total assets was 38.8% (2019: 36.5%).

The Group's non-current assets increased to HK$6,693.7 million (31 December 2019: HK$6,488.8 million), primarily due to the increase in interests in (i) associates by HK$120.2 million and (ii) deposits for acquisition of subsidiaries by HK$120.9 million.

As at 30 June 2020, the Group's current assets of HK$2,302.1 million (31 December 2019: HK$2,168.5 million), mainly comprised of trade and other receivables of HK$1,310.5 million (31 December 2019: HK$1,235.7 million); cash and bank balances of HK$506.1 million (31 December 2019: HK$542.3 million); financial assets at fair value through profit or loss of HK$227.8 million

(31 December 2019: HK$220.2 million); inventory of HK$144.0 million (31 December 2019:

HK$54.4 million; contract assets of HK$68.1 million (31 December 2019: HK$46.6 million);

amounts due from associates of HK$27.9 million (31 December 2019: HK$31.3 million) and

amounts due from joint ventures of HK$17.7 million (31 December 2019: HK$38.0 million).

As at 30 June 2020, the Group's current liabilities of HK$3,431.3 million (31 December 2019: HK$3,216.6 million), mainly comprised of bank and other borrowings of HK$2,660.7 million (31 December 2019: HK$2,167.4 million); trade and other payables of HK$568.7 million (31 December 2019: HK$466.5 million); contract liabilities of HK$166.6 million (31 December 2019: HK$173.7 million); lease liabilities of HK$34.4 million (31 December 2019: HK$35.6 million); amount due to associate of HK$0.9 million (31 December 2019: nil) and no convertible bonds (31 December 2019: HK$373.4 million).

As at 30 June 2020, the net current liabilities of the Group amounted to HK$1,129.2 million (31 December 2019: net current liabilities of HK$1,048.1 million). The Group's current ratio (calculated on the basis of the Group's current assets over current liabilities) was 0.67 as at 30 June 2020 (31 December 2019: 0.67).

During the period ended 30 June 2020, the Group has not entered into any financial instrument for hedging purposes nor other hedging instruments to hedge against foreign exchange rate risks.

EMPLOYEES' INFORMATION

Our employees are based in Hong Kong and the PRC. As at 30 June 2020, there were 1,025 (31 December 2019: 1,008) employees in the Group. Staff remuneration packages are determined in consideration of market conditions and the performance of the individuals concerned, and are subject to review from time to time. The Group also provides other staff benefits including medical insurance, grants discretionary incentive bonuses and/or share options to eligible staff based on their performance and contributions to the Group.

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EXPOSURE TO FLUCTUATIONS IN EXCHANGES RATES

The Group's major debts and borrowings and the reporting currencies are denominated in HK$. The Group has limited exposure to foreign exchange gain/loss arising from settlement of debts and borrowings. The Group will consider to utilize more RMB denominated borrowings in the future. The Group's revenue is mainly denominated in RMB. As the RMB is not a freely convertible currency and is regulated by the PRC government, the future exchange rates can vary significant from current or historical exchange rates. Meanwhile, the Group will continue to pay close attention to the currency fluctuations of RMB, and will adopt proper measures to reduce the currency risk exposures of the Group based on its operating needs.

CONTINGENT LIABILITIES

As at 30 June 2020, the Group had no material contingent liabilities.

DIVIDEND

The Board did not recommend a payment of interim dividend for the period ended 30 June 2020.

DISPOSAL OF EQUITY INTEREST

On 3 July 2020, Shenzhen Feida Energy Co., Ltd.(深圳翡達能源有限公司), Shenzhen Jinzhifu Energy Co., Ltd.(深圳金置富能源有限公司)and Shenzhen Zhanding Technical Service Co., Ltd. (深圳展頂技術服務有限公司), (the "Vendors") each being an indirect wholly-owned subsidiary

of the Company, and the Company, as guarantor, entered into the share purchase agreements with SK E&S HongKong Corporation Limited (the "Purchaser"), pursuant to which the Vendors

conditionally agreed to sell and the Purchaser conditionally agreed to acquire 30% equity interest in Ningbo Beilun Bochen Energy Trading Co., Ltd.(寧波北侖博臣能源貿易有限公司), Huzhou Bochen Natural Gas Co., Ltd.(湖州博臣天然氣有限公司)and Zhejiang Boxin Energy Co., Ltd.. (浙江博信能源有限公司)at a consideration of RMB37.5 million, RMB30.0 million and RMB61.5

million, respectively. For details, please refer to the announcement of the Company dated 3 July 2020.

CONNECTED TRANSACTION

On 7 August 2020, the Company and Beijing Gas Singapore Private Limited, an associate of Beijing Gas Company Limited (a controlling shareholder of the Company), entered into a sales contract, pursuant to which Beijing Gas Singapore Private Limited agreed to purchase 26,000 MTS of mono ethylene glycol from the Company at a total consideration of USD11,440,000 (equivalent to approximately HK$88,660,000). Please refer to the Company's announcement dated 7 August 2020 for details.

REVIEW BY AUDIT COMMITTEE

The audit committee comprises five members, namely Mr. Lim Siang Kai, Mr. Wee Piew, Mr. Ma Arthur On-hing, Mr. Cui Yulei and Ms. Hsu Wai Man Helen, all being independent non-executive Directors. Mr. Lim Siang Kai is the chairman of audit committee. The audit committee has reviewed the accounting principles and standards adopted by the Group, and has discussed and reviewed the risk management and internal control and reporting matters. The audit committee has reviewed with the management the condensed consolidated financial statements of the Company for the period ended 30 June 2020.

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PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

During the six months ended 30 June 2020, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities.

CORPORATE GOVERNANCE

The Company has adopted the Code Provisions of the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules. The Company has complied with the code provisions listed in the CG Code during the HY2020 except for the following deviations:

Code provision A.2.1

Pursuant to the code provision A.2.1 of the CG Code, the roles of chairman and chief executive should be separate and should not be performed by the same individual. Mr. Cheng Ming Kit performed both the roles of co-chairman and chief executive officer of the Company during the HY2020 which was deviated from code provision A.2.1 of the CG Code. Nevertheless, subsequent to the re-designation of Mr. Cheng Ming Kit as non-executive Director and deputy chairman of the Board, he ceased to be the chief executive officer. Mr. Zhi Xiaoye has become the sole chairman of the Board and Mr. Li Weiqi has been appointed as executive Director and chief executive officer of the Company with effect from 6 July 2020.

Code Provision A.6.7

Under code provision A.6.7 of the CG Code, independent non-executive directors and non-executive directors should attend general meetings and develop a balanced understanding of the views of shareholders.

Mr. Zhi Xiaoye, a non-executive Director and Mr. Pang Siu Yin, an independent non-executive Director, were unable to attend the annual general meeting of the Company held on 23 June 2020 due to their other business commitments.

Code Provision E.1.2

Under code provision E.1.2 of the CG Code, the chairman of the Board should attend the annual general meeting. The co-chairmen of the Board, Mr. Cheng Ming Kit and Mr. Zhi Xiaoye, were unable to attend the annual general meeting of the Company held on 23 June 2020 due to their other business commitments.

COMPLIANCE WITH THE MODEL CODE

The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuer (the "Model Code") as set out in Appendix 10 to the Listing Rules and its amendments from time to time as its own code of conduct regarding securities transactions by the Directors. The Board confirms that, having made specific enquiries with all Directors, all Directors have complied with the required standards of the Model Code throughout the period ended 30 June 2020.

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PUBLICATION OF RESULTS ANNOUNCEMENT AND INTERIM REPORT

This interim results announcement is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.bgbluesky.com). The interim report of the Company for the six months ended 30 June 2020 containing all the information required by the Listing Rules will be despatched to the shareholders and available on the aforesaid websites in due course.

CHANGE OF COMPOSITION OF THE BOARD COMMITTEES

The Board announces that, the composition of the Audit Committee, Nomination Committee and Remuneration Committee will be changed with effect from 31 August 2020:

Audit Committee

Mr. Lim Siang Kai, an independent non-executive director of the Company, will cease to be the chairman of the Audit Committee but remains as a member of the Audit Committee. Ms. Hsu Wai Man Helen, an independent non-executive director of the Company has been appointed as the chairman of the Audit Committee.

Nomination Committee

Mr. Cheng Ming Kit, a non-executive director of the Company, will cease to be a member of the Nomination Committee and Mr. Ma Arthur On-hing, an independent non-executive director of the Company, will cease to be the chairman of the Nomination Committee but remains as a member of the Nomination Committee. Mr. Zhi Xiaoye, a non-executive director of the Company, has been appointed as a member and chairman of the Nomination Committee.

Remuneration Committee

Mr. Ma Arthur On-hing, an independent non-executive director of the Company, will cease to be the chairman of the Remuneration Committee but remains as a member of the Remuneration Committee. Mr. Cui Yulei, an independent non-executive director of the Company, has been appointed as the chairman of the Remuneration Committee.

By order of the Board

Beijing Gas Blue Sky Holdings Limited

Zhi Xiaoye

Chairman

Hong Kong, 28 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Li Weiqi, Mr. Jin Qiang, Ms. Yang Fuyan and Mr. Ye Hongjun; the non-executive directors of the Company are Mr. Zhi Xiaoye and Mr. Cheng Ming Kit; and the independent non-executive directors of the Company are Mr. Lim Siang Kai, Mr. Wee Piew, Mr. Ma Arthur On-hing, Mr. Cui Yulei and Ms. Hsu Wai Man Helen.

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Beijing Gas Blue Sky Holdings Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 13:18:08 UTC