(Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) Stock Code 股份代號 : Interim Report 中期報告

Transcription

1 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) Stock Code 股份代號 : Interim Report 中期報告

2 Contents 目錄 Corporate Information 2 Management Discussion and Analysis 4 Supplementary Information 22 Independent review report 31 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 33 Interim Condensed Consolidated Statement of Financial Position 35 Interim Condensed Consolidated Statement of Changes in Equity 37 Interim Condensed Consolidated Statement of Cash Flows 38 40

3 Corporate Information 公司資料 BOARD OF DIRECTORS Executive Directors Ms. Su Yi (Chairman) Mr. Su Aping (Chairman) (resigned on 19 August 2019) Ms. Zhu Yaying (resigned on 19 August 2019) Mr. Du Shaozhou Ms. Su Wen (appointed on 19 August 2019) Mr. Li Jianyi (appointed on 19 August 2019) Non-executive Directors Mr. Xu Lei Mr. Jin Bo Independent Non-executive Directors Mr. Zhou Qingzu Mr. Luk Wai Keung Mr. Zhu Tong COMPANY SECRETARY Mr. Ng Chi Kit AUTHORISED REPRESENTATIVES Mr. Du Shaozhou Mr. Ng Chi Kit AUDIT COMMITTEE Mr. Zhou Qingzu (Chairman) Mr. Luk Wai Keung Mr. Xu Lei Mr. Zhu Tong REMUNERATION COMMITTEE Mr. Luk Wai Keung (Chairman) Mr. Zhou Qingzu Ms. Su Yi (appointed on 19 August 2019) Ms. Zhu Yaying (resigned on 19 August 2019) NOMINATION COMMITTEE Ms. Su Yi (Chairman) (appointed on 19 August 2019) Mr. Su Aping (Chairman) (resigned on 19 August 2019) Mr. Zhou Qingzu Mr. Luk Wai Keung AUDITORS Ernst & Young Certified Public Accountants 22nd Floor, Citic Tower, 1 Tim Mei Avenue, Central, Hong Kong REGISTERED OFFICE Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands 董事會 執行董事 非執行董事 獨立非執行董事 公司秘書 授權代表 審核委員會 薪酬委員會 提名委員會 核數師 122 註冊辦事處 Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands 2 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

4 Corporate Information 公司資料 HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRC 116 Loujiang South Road, Taicang City, Suzhou Jiangsu Province, PRC, PRINCIPAL PLACE OF BUSINESS IN HONG KONG 30th Floor, One Taikoo Place 979 King s Road Hong Kong PRINCIPAL BANKERS China Construction Bank Corporation Taicang Branch 44 Xianfu Street Cheng Xiang Town, Taicang City, PRC Bank of China Limited Taicang Branch 68 Xinhua Road East Cheng Xiang Town, Taicang City, PRC LEGAL ADVISORS As to Hong Kong law: Simmons & Simmons 30th Floor, One Taikoo Place 979 King s Road Hong Kong As to Cayman Islands law: Appleby Jardine House 1 Connaught Place, Central Hong Kong PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Estera Trust (Cayman) Limited Clifton House 75 Fort Street, PO Box 1350 Grand Cayman, KY Cayman Islands HONG KONG BRANCH SHARE REGISTRAR Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen s Road East Hong Kong STOCK CODE Stock code: 1430 WEBSITE 總辦事處及中國主要營業地點 香港主要營業地點 主要往來銀行 法律顧問 Appleby 主要股份過戶登記處 Estera Trust (Cayman) Limited Clifton House 75 Fort Street, PO Box 1350 Grand Cayman, KY Cayman Islands 香港股份過戶登記分處 股份代號 1430 網站 Interim Report 2019 中期報告 3

5 Management Discussion and Analysis 管理層討論及分析 The board (the Board ) of directors (the Directors ) of Suchuang Gas Corporation Limited (the Company ) is pleased to present the unaudited interim financial results and financial position of the Company and its subsidiaries (collectively, the Group ) for the six months ended 30 June 2019 (the Period ) together with the comparative figures for the corresponding period of last year MARKET OVERVIEW In the first half of 2019, the global economy was weak, with increasing uncertainties. Trade frictions between China and the United States and various geopolitical issues posed a significant challenge to the world s economic growth. Since 2019, China s macro-economy has come under certain pressure, but the PRC government has still actively supported the economy by reserve requirement ratio cut and other measures, and has further deepened structural reforms and promoted the opening-up. In the second half of the year, with gradual switch from interest rate hike to interest rate cut in the world and increasing expectation of a loose monetary policy, the PRC economy will remain stable. In terms of the natural gas market, in the first half of 2019, the national natural gas consumption reached billion m 3, representing a year-on-year increase of 10.8%, showing a stable growth trend. 市場概覽 , % 4 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

6 Management Discussion and Analysis 管理層討論及分析 There is a profound adjustment of China s energy profile, in which promoting the green economy transition is one of the key development strategies of China. As pollution control is in a critical period, there are greater difficulties in tasks of the three major structural adjustments, but the PRC persists in the green economy transition, without reducing its efforts. In order to promote building a beautiful China and make our skies blue again, China makes greater efforts for the natural gas reform. In March 2019, the CPC Central Comprehensively Deepening Reforms Commission considered and approved the Implementation Opinions on Operation Mechanism Reforms for Oil and Natural Gas Pipeline Networks, which emphasizes that in promoting operation mechanism reforms for oil and natural gas pipeline networks, efforts shall be made to deepen the market-oriented reform; expand the high-level opening-up; establish state-owned oil and natural gas pipeline network companies with diversified investors; promote the formation of an oil and gas market system with the supply of upstream oil and gas resources by multiple entities through various channels, and high-efficiency gathering and transportation through unified pipeline networks, and a fully competitive market downstream sales market; and improve the oil and gas resource allocation efficiency, so as to ensure safe and stable supply of oil and gas. Immediately thereafter, in May 2019, the Measures for the Supervision and Administration of Fair Opening of Oil and Gas Pipeline Network Facilities were officially published, which promoted the fair opening of oil and gas pipeline network facilities. The establishment of national pipeline network companies will be one of the most significant and fundamental reform measures in the natural gas system reform in recent years, and will give new impetus to the whole natural gas industry chain in China, and promote the establishment of a pricing mechanism in the natural gas market. Urban gas companies will face the diversified supplies of pipeline gas, the diversified natural gas resources and the diversified prices. We believe that with the progress in the overall reform of the industry, there will be new growth opportunities for the natural gas market Interim Report 2019 中期報告 5

7 Management Discussion and Analysis 管理層討論及分析 Energy is a source of driving force for economic development as well as a driver for social civilization and progress. When the macro-economy is facing a significant challenge of transformation and upgrade, the energy transition has become an important topic at the national strategic level. The natural gas, as the sole low-carbon and clean energy among fossil energies, is becoming an important driver for global energy transformation. In the World and China Energy Outlook 2050, it is predicted that China will experience a period of rapid growth in demand for natural gas by 2040, with the newly increased demands mainly from industrial, residential, electricity and other sectors, and from 2040 to 2050, China will experience a period of steady growth in the natural gas demand BUSINESS OVERVIEW As at 30 June 2019, as the leading piped natural gas supplier and operator in Taicang City, Jiangsu Province, China, the Group had a natural gas pipeline network totaling 614 km covering all major regions in Taicang City and over 90% (in terms of length) of the natural gas pipeline network in Taicang City. 業務概覽 % In 2019, the government of Taicang proactively took actions, actively reviewing and re-planning the future transportation development of the whole city, based on the national strategy of economic integration of the Yangtze River Delta, and put forward the concept of developing the city into an important access from Jiangsu to Shanghai, for the first time. According to the latest information from Taicang Statistical Bureau, the city s gross retail sales of consumer goods amounted to RMB18.23 billion in the first half of 2019, up by 7.8% on a year-on-year basis, which was 1.5 percentage points higher than that of Suzhou; the general public budget revenue of RMB8.57 billion, representing an increase of 8.1%, including tax revenue of RMB7.71 billion representing an increase of 6.8%; and the taxes from service industries were RMB7.26 billion, representing a year-on-year increase of 13.1%. In terms of tax types, there was a stable growth in value-added taxes and enterprise income taxes, with year-on-year increases of 8.6% and 17.1% respectively % % % % 8.6% 17.1% 6 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

8 Management Discussion and Analysis 管理層討論及分析 Taicang has thoroughly implemented new development philosophies, and lead the energy structure optimization through green manufacturing, with transformation and upgrade of traditional industries as the main driver, thus continuously optimizing the energy consumption structure. Progress has been made in coal reduction. According to the goal of coal saving, the city has continuously implemented coal-to-gas projects and coal-to-electricity projects, which are paying off. In the first half of the year, among the 1,005 industrial enterprises above the designated size in the city, there were 10 enterprises consuming coal other than power plants, representing a decrease of 4 as compared with last year; the coal consumption decreased by 16.4 thousand tons or 2.4% as compared with last year. 1, % For Taicang, the nearest county-level city to Shanghai, constructing roads which are accessible and connected to the Yangtze River Delta is an important method of using the advantage of traffic location to promote the high-quality economic development. According to the Multimodal Transport Corridor Planning of Yangtze River Economic Zone of Jiangsu Province ( ), it is planned that there will be 3 new high speed railway projects, 1 interurban railway project and 1 port railway construction project in Taicang, and the Taicang Station in the Shanghai-Nantong Railway is planned to be a comprehensive junction station, which is conducive to integrate Taicang into the group of cities in the Yangtze River Delta. In addition, the Taicang Port is an important part of Shanghai International Shipping Center as designated by the state, the main container port, the transshipment hub for transport by river and sea, as well as the sole riverside natural harbor in Jiangsu. As at the end of 2018, Taicang was ranked first in the province and tenth in China, and became the No.1 foreign trade port along the Yangtze River, the port with the largest number of foreign trade routes along the Yangtze River, and the port with the largest number of incoming and outgoing international navigation ships in the province. Taicang, the sole riverside city near Shanghai in Jiangsu, boasted uniquely built-in advantages. At present, the government of Taicang is planning the construction of two regions and two cities a technology innovation industrial park near Shanghai, a riverside modern logistics and trade base, a modern garden city model, and a Sino-German city model, under a grand pattern and with significant investment. The favorable macroeconomic environment and great growth potential of Taicang City provides the Group with an excellent business environment and strong support for business development, which is conducive to steady growth of the Group. ( ) Interim Report 2019 中期報告 7

9 Management Discussion and Analysis 管理層討論及分析 In order to align with the development direction of future energy technologies, the Group was committed to developing itself into a comprehensive energy and environmental protection enterprise, developed diversified energy businesses and further expanded businesses into distributed energy resource, lowcarbon and environmental protection fields. In April 2018, the Group acquired 9.16% of the enlarged issued share capital of Xinjiang Dunhua Petroleum Technology Co., Ltd. ( Dunhua Petroleum ) through Suchuang Gas (Shanghai) Co. Ltd. ( Suchuang Shanghai ), a wholly owned subsidiary of the Company, at a total consideration of RMB48.0 million. Dunhua Petroleum is mainly engaged in promotion and provision of relevant petrochemicals technology and software as well as information technology services, and relevant businesses of oil and natural gas exploration. The Group is optimistic about the business prospects and technical advantages of Dunhua Petroleum, and expects that it will invest in a number of subsequent projects in the future, and integrate traditional clean energy business with innovative technologies to achieve the strategic target of low emissions , % After that, in May 2018, the Group injected RMB17.5 million into Beijing Beilun Energy Technology Co., Ltd. ( Beijing Beilun ), which is mainly engaged in natural gas heating services and gas business. Upon the completion, the Group held 20% of the equity interest in Beijing Beilun. The capital injection represents the process of transforming the Company into a comprehensive clean energy supplier. The Group is committed to synergizing and leveraging the resource advantages of the Company and Beijing Beilun to achieve strategic development of diversification of integrated clean energy businesses, enhance the Group s comprehensive strength in the energy industry, and provide strong support for the development of clean gas heating projects and distributed energy projects in the city ,750 20% 8 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

10 Management Discussion and Analysis 管理層討論及分析 ADJUSTMENT OF NATURAL GAS PRICE The Group has been in good strategic relation with PetroChina Company Limited for more than 9 years, and put into operation the city gateway station which is connected with Sichuan-East Transmission Pipeline of Sinopec in November 2015, further ensuring sufficient gas-supply resources in areas where the Group operates its main businesses. The purchase price of natural gas of the Group is determined by National Development and Reform Commission according to the type of end users and gateway station prices. During the Period, the Group s average unit purchase price for natural gas (exclusive of VAT) (which is calculated by dividing the total natural gas purchase cost by the total natural gas purchase volume for the relevant period) was RMB2.22/m 3. The maximum end-user price at which the Group could sell piped natural gas to the end-users is determined by the Taicang Price Bureau. The prices for industrial and commercial end-users are generally higher than those for residential users and other users. During the period, the Group s average unit selling price for natural gas (exclusive of VAT) was RMB2.76/m 3. 天然氣價格調整 Adjustment to the Natural gas selling price for residential users: since 1 April 2019, the basis selling price of piped natural gas increased RMB0.27/m 3 for residential utility users in Taicang City NATURAL GAS SALE AND TRANSMISSION BUSINESS Taicang City, our main operating area, is a major industrial county-level city in Jiangsu Province, and is adjacent to affluent cities in Eastern China, such as Suzhou, Kunshan, Changshu and Shanghai, with remarkable geographic advantages available, creating the Shanghai-Taicang one-city effect together with Shanghai. The dynamic economic and industrial development has brought unceasingly increasing industrial and commercial users of natural gas to the Group. As of 30 June 2019, the Group has 594 commercial and industrial users, and approximately 245,000 residential users in Taicang, representing a net increase of 12 users and an increase of approximately 20,000 residential users as compared to those as at 30 June During the Period, revenue generated from our sale and transmission of natural gas business was approximately RMB598.0 million, up by 20.3% compared with the same period in 2018, accounting for 90.9% of the Group s total revenue. Such increase was primarily due to an increase in average price selling and sale volume of natural gas sold in the first half of the year. 天然氣銷售及輸送業務 % % Interim Report 2019 中期報告 9

11 Management Discussion and Analysis 管理層討論及分析 As of 30 June 2019, the Group had a total of 5 CNG/LNG filling stations, including 3 stations in Guangyuan, Sichuan, 1 station in Taicang and 1 station in Suzhou. 1 LNG/CNG filling station in each of Sichuan and Taicang are under preparation and will be completed by the end of NATURAL GAS PIPELINE CONSTRUCTION AND CONNECTION BUSINESS The Group s natural gas pipeline construction and connection business includes the construction and installation of urban gas pipeline networks, as well as the connection of the networks to the end-user pipelines for property developers and new industrial and commercial users. During the Period, revenue generated from natural gas pipeline construction amounted to RMB53.9 million, representing an increase of 19.5% compared to RMB45.1 million for the corresponding period of last year, which accounted for 8.2% of total revenue during the corresponding period of last year. Such increase was mainly attributable to more construction projects completed during the Period. 天然氣管道建設及接入業務 % 8.2% DEVELOPING INTO A COMPREHENSIVE ENERGY AND ENVIRONMENTAL PROTECTION ENTERPRISE On 24 October 2017, the Group acquired 51% equity interest in Xinjiang Dunhua Gas Engineering Technology Co., Ltd ( Dunhua Gas ) from Xinjiang Dunhua Green Oil Technology Co., Ltd. ( Dunhua Oil ) through an acquisition agreement signed by Suchuang Gas (Shanghai) Co. Ltd. ( Shanghai Suchuang ), a wholly-owned subsidiary of the Company, with Dunhua Oil and Dunhua Gas, at a total consideration of RMB22.33 million. Meanwhile, Dunhua Gas became an indirect non-wholly-owned subsidiary of the Group with 51% of equity interest held by the Group. The main businesses of Dunhua Gas include capturing carbon dioxide and nitrogen from industrial waste gas from oil refineries, gas-fired power stations, chemical fertilizer plants, etc., through self-owned technologies, and storing and utilizing them. 擴展為綜合能源環保企業 ,233 51% 51% 10 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

12 Management Discussion and Analysis 管理層討論及分析 Such acquisition supports the Group in expanding businesses into low-carbon and environmental protection fields, strengthening the Group s strategic orientation of commitment to developing into a comprehensive energy and environmental protection enterprise. At present, the project of Dunhua Gas is at the construction and investment stage. It is expected that such project will be at the beginning of the period of investment return in 2019 and lead the Group to make progress toward the development direction of diversified energy service PROSPECTS During the first half of 2019, the global economy faced more uncertainties, China s economy grew steadily as a whole. As the energy transformation has become an important issue at the national strategic level, the natural gas industry has ushered in a golden period of development. According to the statistical data of the National Energy Administration, the apparent consumption of natural gas in China in the first half of 2019 reached billion m 3, a year-on-year growth of 10.8%. 未來展望 , % The energy consumption was effectively controlled, with the continuous deepening of the energy consumption revolution, continuous change of energy use, gradual acceleration of the China s process of using clean and low-carbon energy, continuous optimization of the product type mix, and a larger proportion of clean energy consumption with high efficiency and low pollution. As China ushered in a new era for economic development, it entered into a new stage of energy development, but there will be a long way to go for energy transformation and reform, with the prominent problem of structural overcapacity in production of traditional energy, the more arduous task of substitution of clean energy and more pressure on energy conservation and consumption reduction. It takes considerable efforts to achieve high-quality economic development, further improve the efficiency of energy resources development and utilization, effectively control the total energy consumption and accomplish the target of reducing the energy consumption per unit of GDP by more than 15% under the 13th Five-Year. In order to seize business opportunities arising out of from energy revolution, the Group has gradually shifted its business focus to develop from a piped gas company to a comprehensive energy and environmental protection enterprise. In addition to continuing to strengthen its core natural gas business, the Group will further develop distributed energy and energy conservation and emission reduction services and explore energy businesses in different fields. GDP 15% Interim Report 2019 中期報告 11

13 Management Discussion and Analysis 管理層討論及分析 In 2019, Taicang will seize the great opportunity of the Yangtze River Delta integration to make arrangement for the future. As the Yangtze River Delta integration becomes a national strategy, the Yangtze River Delta will become the focus of China s economic development in the future, which will also give impetus to the future development of Taicang. Taicang, as one of the cities closest to Shanghai, has actively realized the goal of integrating into Shanghai. In October 2018, at the Shanghai-Taicang Coordinated Development Conference, a total of 35 projects were contracted, including strategic cooperation agreements, transportation planning projects and industrial projects. The construction of Taicang South Station and Taicang Station has started. In the future, it will be an intersection of Shanghai- Nantong Railway, South Yanjiang Railway, the proposed North Yanjiang Railway and Suzhou-Wuxi-Changzhou Intercity Railway, which will lead Taicang into the era of high-speed railway. Meanwhile, with the connection to the extension of Jiamin Line, an urban railway line of Shanghai to form a 5+1 rail transit network, Taicang will become one of the gateway cities in the metropolitan region centered at Shanghai in the future, and will provide strong support for talents from Shanghai, thus forming new room for urban development While being driven by the Yangtze River Delta integration policy, Taicang keeps up with the industry development trend and focuses on its development. Taicang has clarified its effort to accelerate modern industry system construction, and has located the 1115 industry development target, namely the annual production value of the high-end equipment manufacturing industry, the new material industry and the biopharmaceutical industry respectively reaching RMB100 billion, RMB100 billion and RMB50 billion, and the annual revenue of the logistics trade and headquarters economy reaching RMB100 billion. In 2019, Taicang will launch the Project Construction Breakthrough Year campaign to accelerate the construction of 100 key projects with a total investment of more than RMB120 billion, and strive to basically achieve three 100 billion-level targets by Projects, including Reckitt Benckiser personal care and health product project, Nike China Logistics Center (phase III), the automobile new energy field, Wu Zhongxing pharmaceutical harbor, and aviation industrial park, have been gradually implemented. Meanwhile, the construction of the scientific education innovation district, which is centered at Taicang campuses of Northwestern Polytechnical University and Xi`an Jiaotong-Liverpool University, will start, and talents and innovation resources gathered by the two universities will help provide emerging strategies for future industry incubation in Taicang ,000 1,000 1, , Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

14 Management Discussion and Analysis 管理層討論及分析 The Group will seize opportunities to actively expand and extend the industry chain. It will endeavor to realize upstream and downstream integration in long-term planning and will accelerate its development into a comprehensive energy and environmental protection enterprise. The Group has made extensive arrangement in cities around Taicang City, such that businesses of distribution and transmission of piped gas and natural gas have covered Kunshan City and Changshu City. In last year, it carried out vehicle fueling station businesses in Guangyuan, Sichuan. In the future, the Group will further develop businesses in East China and strategically develop markets with high growth potential outside East China. It plans to realize expansion into regions and fields through acquisition of equity interest or various cooperation models, so as to expand the business size. Meanwhile, the Group will capitalize on business networks and superior resources to provide more diversified energy and environmental protection solutions; expand the gas source structure including imported LNG and shale gas; investigate the coverage of pipelines along the Yangtze River which are connected to Changshu, Zhangjiagang, Jiangyin and other developed areas in the Yangtze River Delta; establish a user-centered big data service platform and continuously explore opportunities for further expanding the business coverage. LNG FINANCIAL OVERVIEW Revenue The Group s revenue for the Period amounted to RMB657.5 million, representing an increase of 20.4% compared to RMB546.1 million for the corresponding period of last year. The increase was mainly attributable to the increase in revenue from sale of natural gas as a result of an increase in average unit selling price and sale volume of natural gas during the Period. 財務概覽收入 % Gross profit The Group s gross profit for the Period amounted to RMB126.3 million, representing an increase of 16.8% compared to RMB108.1 million for the corresponding period of last year. The increase was primarily due to the increase in gross profit for revenue from construction and connection of gas pipelines business. The decrease in the Group s gross profit margin from 19.8% to 19.2% was primarily due to a decrease in gross profit margin for revenue from sale of natural gas business during the Period. 毛利 % 19.8% 19.2% Interim Report 2019 中期報告 13

15 Management Discussion and Analysis 管理層討論及分析 Other income and gains The Group s other income and gains for the Period amounted to RMB4.3 million, representing a decrease of 68.0% compared to RMB13.5 million for the corresponding period of last year. The decrease was primarily attributable to a decrease in interest income and no gain on disposal of fixed assets during the Period. 其他收入及收益 % Administrative expenses The Group s administrative expenses amounted to RMB37.7 million, representing a decrease in 6.4% compared to RMB40.3 million for the corresponding period of last year. The decrease was mainly attributable to a decrease in non-cash equity-settled share option expenses during the Period. 行政開支 % Finance costs The Group s finance costs amounted to RMB9.2 million, representing an increase in 126.2% compared to RMB4.1 million for the corresponding period of last year. The increase was primarily due to the increase in average borrowing balances during the Period. 融資成本 % Income tax expense The Group s income tax expense for the Period increased by 12.2% from RMB21.4 million for the corresponding period of last year amounted to RMB24.0 million. The effective tax rate for the Period was 44.4%. 所得稅開支 % % Profit attributable to owners of the parent Profit attributable to owners of the parent for the Period amounted to RMB27.9 million, representing a decrease of 42.2%, compared to RMB48.3 million for the corresponding period of last year. The substantial decrease was primarily due to unrealised fair value loss on listed equity investments. After excluding unrealised fair value loss of listed equity investments, the Profit attributable to the owners of the parent was approximately RMB48.7 million. 母公司擁有人應佔溢利 % Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

16 Management Discussion and Analysis 管理層討論及分析 Liquidity and Financial Resources As at 30 June 2019, the Group had net current assets of RMB516.2 million (31 December 2018: RMB389.8 million) of which cash and bank balances were RMB351.5 million (31 December 2018: RMB413.4 million) which were denominated in Renminbi, Hong Kong dollars and United States dollars. Total borrowings were RMB246.3 million (31 December 2018: RMB158.0 million). The amount of bank borrowings as at 30 June 2019 were denominated in Renminbi and Hong Kong dollars and bore fixed interests ranging from 3.62%-6.08% per annum. Except for RMB145.0 million which are repayable within one year, the rest of balances are not repayable within one year. 流動資金及財務資源 %- 6.08%145.0 As at 30 June 2019, the Group s current ratio (current assets/ current liabilities) was 2.21 (31 December 2018: 2.04) and gearing ratio (total borrowings/total assets) was 11.6% (31 December 2018: 7.7%). The Group has sufficient cash and available banking facilities to meet its commitments and working capital requirements. This strong cash position enables the Group to explore potential investment and potential business development opportunities to expand in China % % Exchange Rate Fluctuation Risk As all of the Group s businesses were situated in the PRC, substantially all of its income and expenses were denominated in RMB, therefore, there were no significant risk relating to exchange rate fluctuation. The Group will closely monitor the interest rate and exchange rate of the market and make appropriate responses when necessary. 匯率波動風險 Contingent Liabilities The Group did not have any significant contingent liabilities as at 30 June 2019 (31 December 2018: nil). 或然負債 Interim Report 2019 中期報告 15

17 Management Discussion and Analysis 管理層討論及分析 Charge on Assets As at 30 June 2019, certain of the Group s assets were pledged to secure banking facilities granted to the Group. The aggregate carrying amounts of the assets of the Group pledged are as follows: 資產抵押 June December 年 6 月 30 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Pledge of assets: Right of use assets 4,077 Prepaid land lease payments 4,126 Pledged deposits 2,800 Property, plant and equipment (note 11) , ,784 Capital Commitments 資本承擔 30 June December 年 6 月 30 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Contracted, but not provided for: Property, plant and equipment 9,048 24, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

18 Management Discussion and Analysis 管理層討論及分析 Human Resources and Employees Remuneration As at 30 June 2019, the Group employed a total of 388 (30 June 2018: 344) staff members in the PRC and Hong Kong. 人力資源及僱員薪酬 During the Period, the total cost of employees amounted to approximately RMB27.8 million. The Group sought to further strengthen staff training by offering focused training programmes and study tours to management and professional technical personnel, and disseminating the latest information of government policy on the distribution and sale of piped natural gas business to staff. The Group continued to strive for the enhancement of professional standards and overall qualities of its staff. The Group also provided competitive salary packages to its staff, encouraging them to be fully dedicated in their work and to leverage their capabilities in serving its customers Share Option Scheme The Company operates a share option scheme (the Scheme ) for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group s operations. Eligible participants of the Scheme include the Directors (including independent non-executive directors), other employees of the Group, consultants and advisers of the Group. The Scheme became effective on 11 March 2015 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date. 購股權計劃 As at 30 June 2019, the maximum of share options permitted to be granted under the Scheme is an amount equivalent to, upon their exercise, 10% of the shares of the Company in issue as at the date of passing the resolution approving the refreshment of the scheme mandate limit at the extraordinary general meeting of the Company held on 12 September The maximum number of shares issuable to each eligible participant in the Scheme within any 12-month period is limited to 1% of the shares of the Company in issue. Any further grant of share options in excess of this limit is subject to shareholders approval in a general meeting % 1% Interim Report 2019 中期報告 17

19 Management Discussion and Analysis 管理層討論及分析 Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their respective associates, are subject to approval in advance by the independent non-executive directors. In addition, any share options granted to a substantial shareholder or an independent non-executive director of the Company, or to any of their respective associates, in excess of 0.1% of the shares of the Company in issue and having an aggregate value (based on the closing price of the Company s shares at the date of each grant) in excess of HK$5 million, within the 12-month period up to and including the date of such grant, are subject to shareholders approval in advance in a general meeting % 5 The offer of a grant of share options may be accepted within 21 days from the date of offer, upon payment of a nominal consideration of HK$1 in total by the grantee. The exercise period of the share options granted is determinable by the Board, which should not exceed 10 years from the date of grant of the relevant share options The exercise price of share options is determinable by the Directors, but may not be less than the higher of (i) the closing price of the Company s shares on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) on the date of grant of the share options; (ii) the average closing price of the Company s shares on the Stock Exchange for the five trading days immediately preceding the date of grant of the share options; and (iii) the nominal value of the Company s shares. (i) (ii) (iii) Share options do not confer rights on the holders to dividends or to vote at shareholders meetings. No share options were issued during the Period. 18 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

20 Management Discussion and Analysis 管理層討論及分析 Movements of share options Movements of the share options granted to the participants pursuant to the Scheme during the Period are as follows: 購股權變動 Category and Name of participant Date of grant of share options Exercise price 參與者類別及姓名授出購股權日期行使價 Outstanding as at 1 January 2019 於 2019 年 1 月 1 日尚未行使 Number of ordinary shares subject to share options granted under the Scheme 根據該計劃授出的購股權涉及的普通股數目 Granted during the Period 於期內授出 Exercised during the Period 於期內行使 Cancelled during the Period 於期內已注銷 Lapsed during the Period 於期內已失效 Outstanding as at 30 June 2019 於 2019 年 6 月 30 日尚未行使 Directors 董事 Mr. Su Aping (resigned on 19 August 2019) 29 January 2016* ,200,000 2,200, * Ms. Zhu Yaying (resigned on 19 August 2019) 29 January 2016* ,000,000 2,000, * 24 January 2017 # , , # Ms. Su Yi 29 January 2016* ,000,000 2,000, * 24 January 2017 # , , # Mr. Du Shaozhou 29 January 2016* ,000,000 2,000, * 24 January 2017 # , , # Mr. Xu Lei 29 January 2016* , , * 24 January 2017 # , , # Mr. Zhou Qingzu 29 January 2016* , , * 24 January 2017 # , , # Mr. Luk Wai Keung 29 January 2016* , , * 24 January 2017 # , , # Interim Report 2019 中期報告 19

21 Management Discussion and Analysis 管理層討論及分析 Category and Name of participant Date of grant of share options Exercise price 參與者類別及姓名授出購股權日期行使價 Outstanding as at 1 January 2019 於 2019 年 1 月 1 日尚未行使 Number of ordinary shares subject to share options granted under the Scheme 根據該計劃授出的購股權涉及的普通股數目 Granted during the Period 於期內授出 Exercised during the Period 於期內行使 Cancelled during the Period 於期內已注銷 Lapsed during the Period 於期內已失效 Outstanding as at 30 June 2019 於 2019 年 6 月 30 日尚未行使 Other employees 29 January 2016* ,200,000 (200,000) 11,000,000 其他僱員 * (note) 24 January 2017 # ,200,000 (300,000) 4,900, # 25 October 2017º ,000,000 15,000, º Other eligible participants 24 January 2017 # ,000,000 14,000,000 其他合資格參與者 # 25 May ,000,000 40,000, ,000,000 (500,000) 94,500,000 * The exercise period is from 28 February 2017 to 28 January The vesting period is as follows: (a) 20% of the options granted to each grantee shall vest on 28 February 2017; (b) 20% of the options granted to each grantee shall vest on 28 February 2018; (c) 20% of the options granted to each grantee shall vest on 28 February 2019; (d) 20% of the options granted to each grantee shall vest on 28 February 2020; and (e) 20% of the options granted to each grantee shall vest on 28 February # The exercise period is from 28 February 2018 to 23 January The vesting period is as follows: (a) 20% of the Options granted to each grantee shall vest on 28 February 2018; (b) 20% of the options granted to each Grantee shall vest on 28 February 2019; (c) 20% of the options granted to each grantee shall vest on 28 February 2020; (d) 20% of the options granted to each grantee shall vest on 28 February 2021; and (e) 20% of the options granted to each grantee shall vest on 28 February * (a) 20% (b) 20% (c) 20% (d) 20% (e) 20% # (a) 20% (b) 20% (c) 20% (d) 20% (e) 20% The exercise period is from 24 May 2018 to 24 May The vesting period is as follows: (a) 33% of the options granted to each grantee shall vest on 24 May 2018; (b) 33% of the options granted to each grantee shall vest on 24 May 2019; (c) 34% of the options granted to each grantee shall vest on 24 May (a) 33% (b) 33% (c) 34% Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

22 Management Discussion and Analysis 管理層討論及分析 º The exercise period is from 24 October 2018 to 24 October The vesting period is as follows: (a) 20% of the options granted to each grantee shall vest on 24 October 2018; (b) 20% of the options granted to each grantee shall vest on 24 October 2019; (c) 20% of the options granted to each grantee shall vest on 24 October 2020; (d) 20% of the options granted to each grantee shall vest on 24 October 2021; and (e) 20% of the options granted to each grantee shall vest on 24 October º (a) 20% (b) 20% (c) 20% (d) 20% (e) 20% Note: This includes Mr. Li Jianyi who was appointed as an executive director of the Company on 19 August Mr. Li Jianyi was granted share options (a) on 29 January 2016 to subscribe for 350,000 shares of the Company at the exercise price of HK$2.000 and (b) on 24 January 2017 to subscribe for 1,500,000 shares of the Company at the exercise price of HK$ (a) ,000 (b) ,500,000 The closing prices of the shares of the Company on 28 January 2016, 23 January 2017, 24 May 2017 and 24 October 2017 being the dates immediately before the date of the Share Options were granted, were HK$1.99, HK$2.28, HK$2.45 and HK$2.84 per share, respectively At the end of Period, the Company had 94,500,000 share options outstanding under the Scheme. The exercise in full of the outstanding share options would, under the present capital structure of the Company, result in the issue of 94,500,000 additional ordinary shares of the Company and additional issued capital of HK$945,000 (equivalent to approximately RMB831,279) and share premium of HK$228,111,000 (equivalent to approximately RMB200,660,122) (before issue expenses). 94,500,000 94,500, , , ,111, ,660,122 At the date of approval of this interim report, the Company had 94,500,000 share options outstanding under the Scheme, which represented approximately 10.47% of the Company s shares in issue as at that date. 94,500, % Interim Report 2019 中期報告 21

23 Supplementary Information 補充資料 DIRECTORS AND CHIEF EXECUTIVE S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES AND DEBENTURES As at 30 June 2019, the interests and short positions of the Directors and chief executive of the Company in the shares, and underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) (the SFO )), as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ) were as follows: 董事及主要行政人員於股份 相關股份及債權證的權益及淡倉 XV (1) Long positions in ordinary shares of the Company: (1) Name of directors 董事姓名 Nature of interest 權益性質 Number of ordinary shares held 所持普通股數目 Percentage of the Company s issued share capital 佔本公司已發行股本的百分比 Mr. Su Aping (1) (1) Interest in a controlled 321,456,000 (L) 35.6 (resigned on 19 August 2019) corporation, interest of spouse Ms. Zhu Yaying (2) (2) Interest of spouse, settlor 321,456,000 (L) 35.6 (resigned on 19 August 2019) and beneficiary of a discretionary trust Ms. Su Yi (3) (3) Beneficiary of 123,138,000 (L) a discretionary trust Mr. Du Shaozhou Beneficial owner 100,000 (L) 0.01 (L) denotes long position (L) 22 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

24 Supplementary Information 補充資料 Notes: (1) 198,318,000 shares of the Company are beneficially owned by Fung Yu Holdings Limited, which in turn is wholly-owned by Mr. Su Aping. 123,138,000 shares of the Company are beneficially owned by Total Honest International Investment Ltd which is wholly-owned by Ridge Glorious Limited, which is in turn wholly-owned by BOS Trustee Limited as trustee for a discretionary trust of which Ms. Zhu Yaying is the settlor, and Ms. Zhu Yaying, Ms. Su Yi and Ms. Su Wen are three of the several eligible beneficiaries. Mr. Su Aping is deemed to be interested in all the shares of the Company held by Fung Yu Holdings Limited pursuant to the SFO. Besides, Mr. Su Aping is the spouse of Ms. Zhu Yaying. Under the SFO, Mr. Su Aping is deemed to be interested in the same number of shares of the Company in which Ms. Zhu Yaying is interested. (1) 198,318,000 Fung Yu Holdings Limited Fung Yu Holdings Limited 123,138,000 Ridge Glorious Limited Ridge Glorious Limited BOS Trustee Limited Fung Yu Holdings Limited (2) 123,138,000 shares of the Company are beneficially owned by Total Honest International Investment Ltd which is wholly-owned by Ridge Glorious Limited, which is in turn wholly-owned by BOS Trustee Limited as trustee for a discretionary trust of which Ms. Zhu Yaying is the settlor, and Ms. Zhu Yaying, Ms. Su Yi and Ms. Su Wen are three of the several eligible beneficiaries. Besides, Ms. Zhu Yaying is the spouse of Mr. Su Aping. Under the SFO, Ms. Zhu Yaying is deemed to be interested in the same number of shares of the Company in which Mr. Su Aping is interested. (2) 123,138,000 Ridge Glorious Limited Ridge Glorious Limited BOS Trustee Limited (3) 123,138,000 shares of the Company are beneficially owned by Total Honest International Investment Ltd which is wholly-owned by Ridge Glorious Limited, which is in turn wholly-owned by BOS Trustee Limited as trustee for a discretionary trust of which Ms. Zhu Yaying is the settlor, and Ms. Zhu Yaying, Ms. Su Yi and Ms. Su Wen are three of the several eligible beneficiaries. (3) 123,138,000 Ridge Glorious Limited Ridge Glorious Limited BOS Trustee Limited Interim Report 2019 中期報告 23

25 Supplementary Information 補充資料 (2) Interests in underlying shares of the Company equity derivatives of the Company: (2) Name of directors 董事姓名 Nature of interest 權益性質 Number of underlying shares in respect of the share options granted under the Scheme 根據該計劃授出購股權所涉及的相關股份數目 Percentage of the Company s issued share capital 佔本公司已發行股本的百分比 Ms. Su Yi Beneficial owner 2,150, % Mr. Du Shaozhou Beneficial owner 2,200, % Mr. Su Aping (1) (resigned on 19 August 2019) (1) Beneficial owner, interest of spouse 4,350, % Ms. Zhu Yaying (2) (resigned (2) Beneficial owner, 4,350, % on 19 August 2019) interest of spouse Mr. Xu Lei Beneficial owner 300, % Mr. Zhou Qingzu Beneficial owner 300, % Mr. Luk Wai Keung Beneficial owner 300, % 1. Mr. Su Aping is the beneficial owner of the share options granted under the Company s share option scheme in respect of 2,200,000 shares of the Company issuable under such share options. Ms. Zhu Yaying is the beneficial owner of the share options granted under the Company s share option scheme in respect of 2,150,000 shares of the Company issuable under such share options. Mr. Su Aping is the spouse of Ms. Zhu Yaying. Under the SFO, Mr. Su Aping is deemed to be interested in the same number of share options in which Ms. Zhu Yaying is interested. 2. Ms. Zhu Yaying is the beneficial owner of the share options granted under the Company s share option scheme in respect of 2,150,000 shares of the Company issuable under such share options. Mr. Su Aping is the beneficial owner of the share options granted under the Company s share option scheme in respect of 2,200,000 shares of the Company issuable under such share options. Ms. Zhu Yaying is the spouse of Mr. Su Aping. Under the SFO, Ms. Zhu Yaying is deemed to be interested in the same number of share options in which Mr. Su Aping is interested. 1. 2,200,000 2,150, ,150,000 2,200, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

26 Supplementary Information 補充資料 Save as disclosed above, as at 30 June 2019, none of the Directors and chief executive had registered an interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code Ms. Su Wen was appointed as an executive director of the Company on 19 August Ms. Su Wen is deemed to be interested in 123,138,000 shares of the Company, representing approximately 13.64% of the total issued share capital of the Company. These are beneficially owned by Total Honest International Investment Ltd which is wholly-owned by Ridge Glorious Limited, which is in turn wholly-owned by BOS Trustee Limited as trustee for a discretionary trust of which Ms. Zhu Yaying is the settlor, and Ms. Zhu Yaying, Ms. Su Yi and Ms. Su Wen are three of the several eligible beneficiaries ,138, % Ridge Glorious Limited Ridge Glorious Limited BOS Trustee Limited Mr. Li Jianyi was appointed as an executive director of the Company on 19 August Mr. Li Jianyi owns 96,000 of the Company, representing approximately 0.01% of the total issued share capital of the Company. Besides, Mr. Li Jianyi is the beneficial owner of the share options granted under the Company s share option scheme in respect of 1,850,000 shares of the Company issuable under such share options , % 1,850,000 Interim Report 2019 中期報告 25

27 Supplementary Information 補充資料 SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As at 30 June 2019, so far as is known to the Directors or chief executive of the Company, the following shareholders (excluding Directors and chief executive of the Company) had interests and short positions of 5% or more in the shares and underlying shares of the Company as recorded in the register of interests required to be kept by the Company pursuant to section 336 of the SFO: 主要股東及其他人士於股份及相關股份的權益及淡倉 % 336 Name 名稱 Nature of interest 權益性質 Number of ordinary shares held 所持普通股數目 Percentage of the Company s issued share capital 佔本公司已發行股本的百分比 Fung Yu Holdings Limited (1) Dazhong (Hong Kong) International Corporation Limited (2) Shanghai Dazhong Public Utilities (Group) Co., Limited (2) Action East International Limited (3) Prax Capital China Growth Fund III, L.P. (3) Prax Capital China Growth Fund III GP, Ltd. (3) Total Honest International Investment Ltd. (4) Ridge Glorious Limited (4) BOS Trustee Limited (4) Fung Yu Holdings Limited (1) (2) (2) (3) Prax Capital China Growth Fund III, L.P. (3) Prax Capital China Growth Fund III GP, Ltd. (3) (4) Ridge Glorious Limited (4) BOS Trustee Limited (4) Beneficial owner 198,318,000 (L) Beneficial owner 178,352,000 (L) Interest of a controlled corporation 178,352,000 (L) Beneficial owner 165,540,000 (L) Interest of a controlled corporation Interest of a controlled corporation 165,540,000 (L) ,540,000 (L) Beneficial owner 123,138,000 (L) Interest of a controlled corporation Interest of a controlled corporation 123,138,000 (L) ,138,000 (L) Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

28 Supplementary Information 補充資料 (L) denotes long position (L) Notes: (1) Fung Yu Holdings Limited is 100% held by Mr. Su Aping. (1) Fung Yu Holdings Limited (2) Dazhong (Hong Kong) International Corporation Limited is a wholly-owned subsidiary of Shanghai Dazhong Public Utilities (Group) Co., Limited, the A shares of which are listed on the Shanghai Stock Exchange with Stock Code and the H shares of which are listed on the Stock Exchange with Stock Code Shanghai Dazhong Public Utilities (Group) Co., Limited is deemed to be interested in the same number of shares in which Dazhong (Hong Kong) International Corporation Limited is interested. (2) A H 1635 (3) Action East International Limited is wholly-owned by Prax Capital China Growth Fund III, L.P.. Under the SFO, Prax Capital China Growth Fund III, L.P. is deemed to be interested in the same number of shares in which Action East International Limited is interested. (3) Prax Capital China Growth Fund III, L.P. Prax Capital China Growth Fund III, L.P. Prax Capital China Growth Fund III, L.P. is a limited partnership established in the Cayman Islands whose sole general partner is Prax Capital China Growth Fund III GP, Ltd., a limited liability company incorporated in the Cayman Islands. Prax Capital China Growth Fund III, L.P. Prax Capital China Growth Fund III GP, Ltd. (4) Total Honest International Investment Ltd is wholly-owned by Ridge Glorious Limited, which is in turn wholly-owned by BOS Trustee Limited as trustee for a discretionary trust of which Ms. Zhu Yaying is the settlor, and Ms. Zhu Yaying, Ms. Su Yi and Ms. Su Wen are three of the several eligible beneficiaries. (4) Ridge Glorious Limited Ridge Glorious Limited BOS Trustee Limited Save as disclosed above, as at 30 June 2019, no person, other than the Directors and chief executive of the Company, whose interests are set out in the section Directors and chief executive s interests and short positions in shares and underlying shares and debentures above, had registered an interest or short position in the shares or underlying shares of the Company that was required to be recorded pursuant to section 336 of the SFO Interim Report 2019 中期報告 27

29 Supplementary Information 補充資料 Specific Performance Covenant on Controlling Shareholders On 22 May 2019, a wholly-owned subsidiary of the Company, as borrower (the Borrower ), confirmed the acceptance of banking facilities of up to US$30,000,000 for the purpose of trading of petroleum chemical product (the Facilities ) offered by a bank (the Bank ), as lender. Each of the Company, Mr. Su Aping and Ms. Zhu Yaying, the then executive directors of the Company, provided guarantee for the repayment obligations of the Borrower in favour of the Bank. The Facilities have no fixed term and are subject to periodic review of the Bank. 控股股東須履行之特定責任 ,000,000 As part of the conditions of the Facilities, the Borrower has undertaken to the Bank that (i) Mr. Su Aping and Ms. Zhu Yaying shall remain the single largest ultimate shareholders of the Company and, directly or indirectly, maintain not less than 30% of unencumbered issued share capital of the Company; and (ii) the Borrower shall at all times collectively maintain, directly or indirectly, not less than 100% beneficial interest in the issued share capital of Taicang Natural Gas Co. Ltd., a wholly-owned subsidiary of the Company. (i) 30%(ii) 100% PURCHASE, SALE OR REDEMPTION OF LISTED SHARES During the Period, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of its securities. 購買 出售或贖回上市股份 CORPORATE GOVERNANCE PRACTICES The Company is committed to maintaining high standards of corporate governance in the interests of the Shareholders. To the knowledge of the Board, the Company has complied with all code provisions of the Corporate Governance Code contained in Appendix 14 of the Listing Rules during the Period. 企業管治常規 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

30 Supplementary Information 補充資料 MODEL CODE FOR DIRECTORS SECURITIES TRANSACTIONS The Company has adopted the Model Code set out in Appendix 10 to the Listing Rules as the code of conduct regarding securities transactions of the Directors. Having made specific enquiry of all Directors, all of them have confirmed that they have complied with the required standard set out in the Model Code during the Period. 董事進行證券交易的標準守則 10 AUDIT COMMITTEE The Company has established an Audit Committee. Its primary duties include, among other things, the review and supervision of the Group s financial reporting process and internal control system. The Audit Committee has four members, three of them are independent non-executive Directors, namely Mr. Zhou Qingzu, Mr. Luk Wai Keung, and Mr. Zhu Tong and one of them is a non-executive Director, namely Mr. Xu Lei. Mr. Zhou Qingzu, the Company s independent non-executive Director, has been appointed as the chairman of the Audit Committee. Mr. Luk Wai Keung possesses the appropriate professional qualifications required under the Listing Rules. 審核委員會 The Audit Committee has met and discussed with the external auditors of the Company, Ernst & Young, and has reviewed the accounting principles and practices adopted by the Group and the unaudited results of the Group for the six months ended 30 June The Audit Committee has reviewed and considered that the unaudited consolidated results of the Group for the six months ended 30 June 2019 are in compliance with the relevant accounting standards, rules and regulations and that appropriate disclosures have been duly made in accordance with Appendix 16 to the Listing Rules in this interim results announcement Interim Report 2019 中期報告 29

31 Supplementary Information 補充資料 INTERIM DIVIDEND The Board resolved not to declare the payment of an interim dividend for the Period. 中期股息 USE OF PROCEEDS The Company s shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the Stock Exchange ) on 11 March Net proceeds from the global offering were approximately RMB347.5 million, after deducting the underwriting commission and relevant expenses. As at 30 June 2019, the unused proceeds were deposited in licensed banks in Hong Kong and China. 所得款項用途 Percentage of total Net Utilised Unutilised amount proceeds amount amount 佔總金額 所得款項 已動用 尚未動用 Purpose 用途 百分比 淨額 金額 金額 RMB million RMB million RMB million Acquiring and constructing CNG and LNG refuelling stations for the sale of CNG/LNG for vehicular use Expanding our pipeline network and sale of piped natural gas to customers in our existing market Acquiring controlling interests in natural gas operators outside Taicang Working capital and other general corporate purposes 25% % % % Total Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

32 Independent Review Report 獨立審閱報告 Ernst & Young 22/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong 1 22 Tel : Fax : ey.com To the board of directors of Suchuang Gas Corporation Limited (Incorporated in the Cayman Islands with limited liability) 致蘇創燃氣股份有限公司董事會 ( 於開曼群島註冊成立的有限公司 ) INTRODUCTION We have reviewed the interim financial information set out on pages 33 to 84, which comprises the condensed consolidated statement of financial position of Suchuang Gas Corporation Limited (the Company ) and its subsidiaries (the Group ) as at 30 June 2019 and the related condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six-month period then ended, and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and International Accounting Standard 34 Interim Financial Reporting ( IAS 34 ) issued by the International Accounting Standards Board ( IASB ). The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review. Our report is made solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. 緒言 Interim Report 2019 中期報告 31

33 Independent Review Report 獨立審閱報告 SCOPE OF REVIEW We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the HKICPA. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 審閱工作範圍 2410 CONCLUSION Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with IAS 34. 結論 34 Ernst & Young Certified Public Accountants Hong Kong 安永會計師事務所 30 August Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

34 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 中期簡明綜合損益及其他全面收益表 年 2018 年 人民幣千元 Notes (Unaudited) (Unaudited) ( 未經審核 ) REVENUE 收入 4 657, ,126 Cost of sales (531,242) (438,060) Gross profit 126, ,066 Other income and gains 5 4,305 13,471 Selling and distribution costs (6,374) (5,963) Administrative expenses (37,729) (40,303) Impairment losses on financial and contract assets, net 125 (31) Other expenses (21,823) (895) Finance costs 6 (9,209) (4,072) Share of (losses)/profits of associates (1,624) 2,686 PROFIT BEFORE TAX 除稅前溢利 7 53,935 72,959 Income tax expense 8 (23,958) (21,359) PROFIT FOR THE PERIOD 期內溢利 29,977 51,600 Attributable to: 以下各方應佔 : Owners of the parent 27,889 48,296 Non-controlling interests 2,088 3,304 29,977 51,600 OTHER COMPREHENSIVE LOSS Other comprehensive loss that may be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations OTHER COMPREHENSIVE LOSS FOR THE PERIOD, NET OF TAX TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 其他全面虧損 至 (120) 期內其他全面虧損, 扣除稅項 (120) 期內全面收益總額 Attributable to: 以下各方應佔 : Owners of the parent 27,769 48,296 Non-controlling interests 2,088 3,304 29,857 51,600 Interim Report 2019 中期報告 33

35 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 中期簡明綜合損益及其他全面收益表 年 2018 年 人民幣千元 Notes (Unaudited) (Unaudited) ( 未經審核 ) EARNINGS PER SHARE ATTRIBUTABLE TO 母公司普通股權持有人應佔每股盈利 ORDINARY EQUITY HOLDERS OF THE PARENT Basic For profit for the period (RMB cents) Diluted For profit for the period 10 (RMB cents) Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

36 Interim Condensed Consolidated Statement of Financial Position 中期簡明綜合財務狀況表 As at 30 June 2019 於 2019 年 6 月 30 日 30 June 31 December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 Notes (Unaudited) (Audited) ( 未經審核 ) NON-CURRENT ASSETS 非流動資產 Property, plant and equipment , ,895 Right-of-use assets ,318 Prepaid land lease payments 88,613 Goodwill 97,412 97,412 Intangible assets 97,193 99,210 Investments in associates 於 135, ,358 Amounts due from related parties Equity instruments at fair value through profit or loss 46, ,190 Debt instrument at amortised cost 13,749 13,726 Deferred tax assets 35,104 35,169 Other non-current assets 15,135 9,833 Total non-current assets 1,180,387 1,276,406 CURRENT ASSETS 流動資產 Inventories 12,320 10,622 Trade receivables ,197 77,061 Contract assets 8,253 34,129 Prepayments, other receivables and other assets 79,308 96,316 Amounts due from related parties 17 32,391 32,744 Financial assets at fair value profit or loss 185, ,000 Debt instrument at amortised cost 33,939 Pledged deposits 2,800 Cash and cash equivalents 351, ,374 Assets of a disposal group classified as held for sale 97,587 Total current assets 944, ,246 CURRENT LIABILITIES 流動負債 Trade payables 13 36,721 64,008 Other payables and accruals 68,885 41,764 Contract liabilities 144, ,440 Amounts due to related parties 17 10,194 12,945 Deferred revenue Interest-bearing bank and 14 other borrowings 144,963 80,000 Tax payable 21,741 24,441 Total current liabilities 428, ,480 NET CURRENT ASSETS 流動資產淨額 516, ,766 TOTAL ASSETS LESS CURRENT LIABILITIES 總資產減流動負債 1,696,571 1,666,172 Interim Report 2019 中期報告 35

37 Interim Condensed Consolidated Statement of Financial Position 中期簡明綜合財務狀況表 As at 30 June 2019 於 2019 年 6 月 30 日 30 June 31 December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 Notes (Unaudited) (Audited) ( 未經審核 ) NON-CURRENT LIABILITIES 非流動負債 Contract liabilities 89,254 89,970 Deferred revenue 13,633 14,094 Interest-bearing bank and 14 other borrowings 101,307 78,010 Deferred tax liabilities 25,035 25,296 Total non-current liabilities 229, ,370 Net assets 1,467,342 1,458,802 EQUITY 權益 Equity attributable to owners 母公司擁有人應佔權益 of the parent Issued capital 15 7,214 7,214 Reserves 1,374,764 1,366,352 1,381,978 1,373,566 Non-controlling interests 85,364 85,236 TOTAL EQUITY 權益總額 1,467,342 1,458,802 Su Yi 蘇奕 Director Su Wen 蘇雯 Director 36 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

38 Interim Condensed Consolidated Statement of Changes in Equity 中期簡明綜合權益變動表 Attributable to owners of the parent 母公司擁有人應佔 Special Share Statutory reserve Exchange Non- Issued Share option Merger Capital reserve safety fluctuation Retained controlling Total capital premium reserve reserve reserve fund fund reserve profits Total interests equity 已發行股本 股份溢價 購股權儲備 合併儲備 資本儲備 法定儲備金 專項儲備 - 安全生產費 匯兌波動儲備 保留溢利 總計 非控股權益 權益總額 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 At 1 January 2019 (audited) 2019 年 1 月 1 日 7, ,019 48,693 (74,343) 6, ,116 2,433 (91) 478,294 1,373,566 85,236 1,458,802 Profit for the period 27,889 27,889 2,088 29,977 Other comprehensive loss for the period: Ex change differences related to foreign operations (120) (120) (120) Total comprehensive income for the period (120) 27,889 27,769 2,088 29,857 Dividends paid to non-controlling shareholders (1,960) (1,960) Final 2018 dividend declared 2018 年 (25,282) (25,282) (25,282) Special reserve-safety fund 1,400 (1,400) Equity-settled share option arrangements 5,925 5,925 5,925 At 30 June 2019 (unaudited) 2019 年 6 月 30 日 7, ,019* 54,618* (74,343)* 6,231* 101,116* 3,833* (211)* 479,501* 1,381,978 85,364 1,467,342 * These reserve accounts comprise the consolidated reserves of RMB1,374,764,000 (31 December 2018: RMB1,366,352,000) in the consolidated statement of financial position. * 1,374,764, 年 12 月 31 日 1,366,352,000 Issued capital Share premium Share option reserve Attributable to owners of the parent Merger reserve Capital reserve Statutory reserve fund Special reserve safety fund Retained profits Noncontrolling interests Total equity Total At 1 January 2018 (audited) 2018 年 1 月 1 日 7, ,019 26,103 (74,343) 6,231 87, ,650 1,270,504 85,380 1,355,884 Profit and other comprehensive income for the period 48,296 48,296 3,304 51,600 Dividends declared and paid (18,058) (18,058) (18,058) Dividends paid to non-controlling shareholders (5,028) (5,028) Special reserve-safety fund 5,048 (5,048) Equity-settled share option arrangements 10,903 10,903 10,903 At 30 June 2018 (unaudited) 2018 年 6 月 30 日 7, ,019 37,006 (74,343) 6,231 87,630 5, ,840 1,311,645 83,656 1,395,301 Interim Report 2019 中期報告 37

39 Interim Condensed Consolidated Statement of Cash Flows 中期簡明綜合現金流量表 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) CASH FLOWS FROM OPERATING ACTIVITIES 經營活動所得現金流量 CASH GENERATED FROM 經營業務所得現金 OPERATIONS 48,915 82,710 Tax paid (26,854) (26,261) NET CASH FLOWS FROM OPERATING ACTIVITIES 經營活動所得現金流量淨額 22,061 56,449 CASH FLOWS FROM 投資活動所得現金流量 INVESTING ACTIVITIES Purchase of items of property, plant and equipment (31,968) (26,689) Proceeds from disposal of items of property, plant and equipment 6,701 Purchase of intangible assets (492) (89) Purchase of prepaid land lease (1,036) Purchase of shareholding in an associate (3,500) (65,499) Purchase of equity instruments at fair value through profit or loss (38,597) Purchase of financial assets at fair value through profit or loss (245,000) Proceeds from disposal of financial assets at fair value through profit or loss 163,318 Prepayments for proposed acquisition (1,500) Receipt of deposits from proposed disposal 14,910 Loan paid to third party (33,939) Loan paid to a related party (343) Purchase of debt instrument at amortised cost (179,750) Proceeds from disposal of debt instrument at amortised cost 59,440 Interests received from debt instruments at amortised cost 1,819 6,083 Dividends received from associates 4,066 1,465 NET CASH FLOWS USED IN INVESTING ACTIVITIES 投資活動所用現金流量淨額 (132,629) (237,971) 38 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

40 Interim Condensed Consolidated Statement of Cash Flows 中期簡明綜合現金流量表 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) CASH FLOWS FROM 融資活動所得現金流量 FINANCING ACTIVITIES New interest-bearing bank loans 139,857 93,175 Repayment of interest-bearing bank loans (55,000) (123,175) (Increase)/decrease in pledged deposits (2,800) 67,000 Interest received from pledged deposits 1 Dividends paid to shareholders (25,282) (18,058) Dividends paid to non-controlling shareholders (1,960) (5,028) Principal portion of lease payments (1,931) Interest paid (4,468) (926) NET CASH FLOWS FROM FINANCING ACTIVITIES 融資活動所得現金流量淨額 48,416 12,989 NET DECREASE IN CASH 現金及現金等價物減少淨額 AND CASH EQUIVALENTS (62,152) (168,533) Effect of exchange rate changes, net 421 1,609 Cash and cash equivalents reclassified to assets of disposal group classified as assets held for sale Cash and cash equivalents at 1 January (138) 1 月 1 日 413, ,991 CASH AND CASH EQUIVALENTS AT 30 JUNE 於 6 月 30 日的現金及 現金等價物 351, ,067 Interim Report 2019 中期報告 39

41 1. CORPORATE INFORMATION Suchuang Gas Corporation Limited (the Company ) was incorporated in the Cayman Islands on 4 July 2013 as an exempted company with limited liability under the Companies Law, Chapter 22 of the Cayman Islands. 1. 企業資料 年 7 月 4 日 The registered office address of the Company is Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands. Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands The principal activity of the Company is investment holding. The principal business activities of the Group during the period included the distribution and sale of piped natural gas, operation of compressed natural gas ( CNG ) and liquefied natural gas ( LNG ) refuelling stations business, the provision of natural gas transmission, and acting as the main contractor of construction and connection of gas pipelines in Mainland China. In the opinion of the directors of the Company, the ultimate controlling shareholders of the Company are Mr. Su Aping () and Ms. Zhu Yaying () (together known as the Controlling Shareholders ). The shares of the Company have been listed on the Main Board of the Stock Exchange of Hong Kong Limited (the Stock Exchange ) since 11 March 年 3 月 11 日 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES 2.1 Basis of Preparation The interim condensed consolidated financial information for the six months ended 30 June 2019 has been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group s annual consolidated financial statements for the year ended 31 December 呈列基準及本集團的會計政策變動 2.1 呈列基準 34 年 截至 2018 年 12 月 31 日止年 年 40 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

42 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures The accounting policies adopted in the preparation of the interim condensed consolidated financial information are consistent with those applied in the preparation of the Group s annual consolidated financial statements for the year ended 31 December 2018, except for the adoption of new and revised International Financial Reporting Standards ( IFRSs ) effective as of 1 January 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 截至 2018 年 12 月 31 日止年 年 2019 年 1 月 1 日 Amendments Prepayment Features with to IFRS 9 Negative Compensation IFRS 16 Leases Amendments Plan Amendment, Curtailment to IAS 19 or Settlement Amendments Long-term Interests in to IAS 28 Associates and Joint Ventures IFRIC 23 Uncertainty over Income Tax Treatments Annual Amendments to IFRS 3, Improvements IFRS 11, IAS 12 and IAS Cycle 年至 2017 年 年 Interim Report 2019 中期報告 41

43 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) Other than as explained below regarding the impact of IFRS 16 Leases, Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures and IFRIC 23 Uncertainty over Income Tax Treatments, the new and revised standards are not relevant to the preparation of the Group s interim condensed consolidated financial information. The nature and impact of the new and revised IFRSs are described below: 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 IFRS 16 replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC 15 Operating Leases Incentives and SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model. Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have any financial impact on leases where the Group is the lessor. (a) 採納國際財務報告準則第 16 號 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

44 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) The Group adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of 1 January Under this method, the standard is applied retrospectively with the cumulative effect of initial adoption as an adjustment to the opening balance of retained earnings at 1 January 2019, and the comparative information for 2018 was not restated and continues to be reported under IAS 17. (a) 採納國際財務報告準則第 16 號 16 日 2019 年 1 月 1 日 2019 年 1 月 1 日 2018 年 17 New definition of a lease Under IFRS 16, a contract is, or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after 1 January 日 年 1 月 1 日 Interim Report 2019 中期報告 43

45 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) New definition of a lease (continued) (a) 採納國際財務報告準則第 16 號 At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their standard-alone prices. A practical expedient is available to a lessee, which the Group has adopted, not to separate non-lease components and to account for the lease and the associated non-lease components (e.g., property management services for leases of properties) as a single lease component. 個 44 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

46 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) As a lessee Leases previously classified as operating leases (a) 採納國際財務報告準則第 16 號 Nature of the effect of adoption of IFRS The Group has lease contracts for various items of offices and motor vehicles. As a lessee, the Group previously classified leases as operating leases based on the assessment of whether the lease transferred substantially all the rewards and risks of ownership of assets to the Group. Under IFRS 16, the Group applies a single approach to recognise and measure right-of-use assets and lease liabilities for all leases, except for two elective exemptions for leases of low value assets (elected on a lease by lease basis) and short-term leases (eg. offices). The Group has elected not to recognise right-of-use assets and lease liabilities for (i) leases of low-value assets; and (ii) leases, that at the commencement date, have a lease term of 12 months or less. Instead, the Group recognises the lease payments associated with those leases as an expense on a straight-line basis over the lease term. 至 16 個 (i) (ii) 日 個月 Interim Report 2019 中期報告 45

47 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) As a lessee Leases previously classified as operating leases (continued) (a) 採納國際財務報告準則第 16 號 Impacts on transition Lease liabilities at 1 January 2019 were recognised based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at 1 January 2019 and included in interest-bearing bank and other borrowings 年 1 月 1 日 2019 年 1 月 1 日 The right-of-use assets were measured at the amount of the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the lease recognised in the statement of financial position immediately before 1 January All these assets were assessed for any impairment based on IAS 36 on that date. The Group elected to present the right-of-use assets separately in the statement of financial position 年 1 月 1 日 日 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

48 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) As a lessee Leases previously classified as operating leases (continued) (a) 採納國際財務報告準則第 16 號 Impacts on transition (continued) The Group has used the following elective practical expedients when applying IFRS 16 at 1 January 2019: 2019 年 1 月 1 日 16 Applied the short-term lease exemptions to leases with a lease term that ends within 12 months from the date of initial application 日 個月 Used hindsight in determining the lease term where the contract contains options to extend/terminate the lease 止 Applied a single discount rate to a portfolio of leases with reasonably similar characteristics Excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application 日 Relied on its assessment of whether leases are onerous applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets immediately before the date of initial application as an alternative to performing an impairment review 日 37 Interim Report 2019 中期報告 47

49 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) As a lessee Leases previously classified as operating leases (continued) (a) 採納國際財務報告準則第 16 號 Impacts on transition (continued) The impacts arising from the adoption of IFRS 16 as at 1 January 2019 are as follows: 2019 年 1 月 1 日 16 Increase/ (decrease) (Unaudited) Assets 資產 Increase in right-of-use assets 92,522 Decrease in prepaid land lease payments (88,613) De crease the current portion of prepaid land lease payments in prepayments, other receivables and other assets (2,995) De crease in prepayments, other receivables and other assets (182) Increase in total assets 732 Liabilities Increase in interest-bearing bank and other borrowings 負債 732 Increase in total liabilities 732 Change in retained earnings 48 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

50 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) As a lessee Leases previously classified as operating leases (continued) (a) 採納國際財務報告準則第 16 號 The lease liabilities as at 1 January 2019 reconciled to the operating lease commitments as at 31 December 2018 is as follows: 2019 年 1 月 1 日 2018 年 12 月 31 日 (Unaudited) Operating lease commitments as at 31 December 2018 Less: Co mmitments relating to short-term leases and those leases with a remaining lease term ending on or before 31 December 2019 於 2018 年 12 月 31 日的經營租賃承擔 2, 年 12 月 31 日 (1,196) Adjusted Operating lease commitments 985 Weighted average incremental borrowing rate as at 1 January 2019 Discounted operating lease commitments as at 1 January 年 1 月 1 日 5.77% 2019 年 1 月 1 日 732 Lease liabilities as at 1 January 2019 於 2019 年 1 月 1 日的 租賃負債 732 Interim Report 2019 中期報告 49

51 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) Summary of new accounting policies (a) 採納國際財務報告準則第 16 號 The accounting policy for leases as disclosed in the annual financial statements for the year ended 31 December 2018 is replaced with the following new accounting policies upon adoption of IFRS 16 from 1 January 2019: 截至 2018 年 12 月 31 日止年 年 2019 年 1 月 1 日 16 Right-of-use assets Right-of-use assets are recognised at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. When the right-of-use assets relate to interests in leasehold land held as inventories, they are subsequently measured at the lower of cost and net realisable value in accordance with the Group s policy for inventories. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. 日 日 年 50 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

52 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) Summary of new accounting policies (continued) (a) 採納國際財務報告準則第 16 號 Lease liabilities Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs. 日 止 止 Interim Report 2019 中期報告 51

53 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) Summary of new accounting policies (continued) (a) 採納國際財務報告準則第 16 號 Lease liabilities (continued) In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in future lease payments arising from change in an index or rate, a change in the lease term, a change in the in-substance fixed lease payments or a change in assessment to purchase the underlying asset. 日 日 日 Significant judgement in determining the lease term of contracts with renewal options The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. 止 52 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

54 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (a) Adoption of IFRS 16 (continued) Amounts recognised in the interim condensed consolidated statement of financial position and profit or loss (a) 採納國際財務報告準則第 16 號 The carrying amounts of the Group s right-of-use assets and lease liabilities (included within interest-bearing bank and other borrowings ), and the movement during the period are as follow: Lease Right of use assets liabilities Motor Offices vehicles Land Total As at 1 January 年 1 月 1 日 ,608 92, Additions 928 3,374 4,302 4,302 Depreciation charge (450) (562) (1,494) (2,506) Interest expense 91 Payments (1,931) As at 30 June 年 6 月 30 日 1,392 2,812 90,114 94,318 3,194 The Group recognised rental expenses from short-term leases of RMB140,000 for the six months ended 30 June 截至 2019 年 6 月 30 日止六個 月 140,000 Interim Report 2019 中期報告 53

55 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (b) Amendments to IAS 28 clarify that the scope exclusion of IFRS 9 only includes interests in an associate or joint venture to which the equity method is applied and does not include long-term interests that in substance form part of the net investment in the associate or joint venture, to which the equity method has not been applied. Therefore, an entity applies IFRS 9, rather than IAS 28, including the impairment requirements under IFRS 9, in accounting for such long-term interests. IAS 28 is then applied to the net investment, which includes the long-term interests, only in the context of recognising losses of an associate or joint venture and impairment of the net investment in the associate or joint venture. The amendments did not have any impact on the Group s interim condensed consolidated financial information. (b) Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

56 2. BASIS OF PRESENTATION AND CHANGES TO THE GROUP S ACCOUNTING POLICIES (continued) 2.2 Changes in Accounting Policies and Disclosures (continued) 2. 呈列基準及本集團的會計政策變動 2.2 會計政策的變動及披露 (c) IFRIC 23 addresses the accounting for income taxes (current and deferred) when tax treatments involve uncertainty that affects the application of IAS 12 (often referred to as uncertain tax positions ). The interpretation does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The interpretation specifically addresses (i) whether an entity considers uncertain tax treatments separately; (ii) the assumptions an entity makes about the examination of tax treatments by taxation authorities; (iii) how an entity determines taxable profits or tax losses, tax bases, unused tax losses, unused tax credits and tax rates; and (iv) how an entity considers changes in facts and circumstances. The interpretation did not have any significant impact on the Group s interim condensed consolidated financial information. (c) (i) (ii) (iii) (iv) Interim Report 2019 中期報告 55

57 3. OPERATING SEGMENT INFORMATION For management purposes, the Group has only one reportable operating segment which is natural gas operation. Since this is the only reportable operating segment of the Group, no further operating segment analysis thereof is presented. 3. 經營分部資料 個 Geographical information Revenue from external customers 地區資料 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) China 657, ,126 Overseas , ,126 The revenue geographical information above is based on the locations of customers. Information about major customers Only one single customer contributed over 10% of the Group s revenue for the six months ended 30 June 2019 (six months ended 30 June 2018:nil). 有關主要客戶的資料 10% 截至 2018 年 6 月 30 日止六個月 The directors have only little information about whether a group of entities are under common control; and therefore such assessment is made according to the directors best knowledge. Especially, the assessment is not for those entities which might solely be under the ultimate common control of the government after taking into account the economic integration among such entities in the economic environment with a large number of state-owned entities in Mainland China. 56 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

58 4. REVENUE An analysis of the Group s revenue is as follows: 4. 收入 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Revenue from contracts with customers 658, ,086 Revenue from other sources 2,065 1, , ,688 Less: Government surcharges (3,059) (1,562) 657, ,126 Revenue from contracts with customers Type of goods or services 貨品或服務類型 Sale of natural gas 593, ,134 Co nstruction and connection of gas pipelines 56,958 45,585 Transmission of natural gas 4,876 3,870 Others 3,571 2, , ,086 Timing of revenue recognition 確認收入的時間 Goods or services transferred at a point in time 601, ,501 Services transferred over time 56,958 45, , ,086 Revenue from other sources Gross rental income 2,065 1,602 Interim Report 2019 中期報告 57

59 5. OTHER INCOME AND GAINS 5. 其他收入及收益 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Other income 其他收入 Interest income 3,279 8,762 Government grants Others ,305 9,666 Gains Gain on disposal of items of property, plant and equipment 收益 3,805 4,305 13, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

60 6. FINANCE COSTS An analysis of finance costs is as follows: 6. 融資成本 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Interest expense arising from revenue contracts 4,550 Interest on interest-bearing bank loans wholly repayable within five years 年 4,530 3,938 Lease liabilities 91 Others ,209 4,072 Interim Report 2019 中期報告 59

61 7. PROFIT BEFORE TAX The Group s profit before tax is arrived at after charging/ (crediting): 7. 除稅前溢利 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Cost of inventories sold 504, ,742 Cost of services provided 26,911 33,318 Employee benefit expense: Wages and salaries 18,737 15,297 Equity-settled share option expenses 5,925 10,903 Pension scheme contributions 1,401 1,319 Social security contributions and accommodation benefits 1,735 1,389 Foreign exchange loss 2, Gain on disposal of items of property, plant and equipment, net (3,297) Depreciation (note 11) 11 17,839 17,585 Impairment of trade receivables, net (125) 31 Amortisation of prepaid land lease payments 1,819 Depreciation of right-of-use assets 2,506 Amortisation of intangible assets 2,509 2,107 Fair value loss/(gains), net: Financial assets at fair value through profit or loss 17,523 Interest income (note 5) 5 (3,279) (8,762) 60 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

62 8. INCOME TAX The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdiction in which members of the Group are domiciled and operate. 8. 所得稅 The major components of income tax expense in the interim condensed consolidated statement of profit or loss and other comprehensive income are: For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Current tax: Income tax in the PRC for the year 年 24,003 23,218 Adjustments in respect of current tax of previous periods 151 Deferred tax (196) (1,859) Total tax charge for the year 年 23,958 21, DIVIDENDS The proposed final dividend of RMB0.028 per ordinary share for the year ended 31 December 2018 was declared payable and approved by the shareholders at the annual general meeting of the Company. The dividend amounting to RMB25,282,000 was distributed on 18 June 股息截至 2018 年 12 月 31 日止年 年 25,282, 年 6 月 18 日 The directors did not recommend the payment of an interim dividend in respect of the six months ended 30 June 2019 (six months ended 30 June 2018: nil). 截至 2019 年 6 月 30 日止六 個月 截至 2018 年 6 月 30 日 止六個月 Interim Report 2019 中期報告 61

63 10. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT The calculation of the basic earnings per share amount is based on the profit for the period attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 902,924,000 (six months ended 30 June 2018: 902,924,000) in issue during the period. 10. 母公司普通股權持有人應佔每股盈利 902,924,000 截至 2018 年 6 月 30 日止六個月 902,924,000 The calculation of the diluted earnings per share amount is based on the profit for the period attributable to ordinary equity holders of the parent, adjusted to reflect the interest on the share option scheme, where applicable. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the period, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares into ordinary shares. The calculations of the basic and diluted earnings per share are based on: For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Earnings Profit attributable to ordinary equity holders of the parent, used in the basic earnings per share calculation 盈利 27,889 48, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

64 10. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT (continued) 10. 母公司普通股權持有人應佔每股盈利 Number of shares 股份數目 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 Shares Weighted average number of ordinary shares in issue during the period used in the basic earnings per share calculation 股份 902,924, ,924,000 Effect of dilution weighted average number of ordinary shares: Share options 80,000,000 80,000, ,924, ,924, PROPERTY, PLANT AND EQUIPMENT 11. 物業 廠房及設備 30 June 年 6 月 30 日 人民幣千元 Carrying value at beginning of the period (audited) 625,895 Additions 36,467 Depreciation charge for the period (note 7) 7 (17,839) Carrying value at end of the period (unaudited) 644,523 Property, plant and equipment of a net book value of RMB116,186,000 (31 December 2018: RMB117,784,000) are pledged as security for interest-bearing bank loans granted to the Group (note 14). 116,186, 年 12 月 31 日 117,784,00014 Interim Report 2019 中期報告 63

65 12. TRADE RECEIVABLES The Group s trading terms with its customers are mainly on credit except for certain new customers where payment in advance is required. The average trade credit period ranges within 180 days. The Group seeks to maintain strict control over its outstanding receivables and overdue balances are reviewed regularly and actively monitored by senior management to minimise credit risk. 12. 應收貿易賬款 180 日 至 Trade and bills receivables are unsecured and non-interest-bearing. 30 June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Trade receivables 144,284 80,273 Impairment (3,087) (3,212) 141,197 77, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

66 12. TRADE RECEIVABLES (continued) An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows: 12. 應收貿易賬款 日 30 June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) 0-90 days 0-90 日 132,569 68, days 91 日至 180 日 1, days 181 日至 360 日 3,310 2,087 Over 1 year 1 年 4,076 5, ,197 77,061 Interim Report 2019 中期報告 65

67 13. TRADE PAYABLES 13. 應付貿易賬款 30 June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Trade payables 36,721 64,008 An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows: 日 30 June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) 0-90 days 0 至 90 日 22,207 54, days 91 日至 180 日 5,994 1, days 181 日至 360 日 years 1 年至 2 年 6,777 7,188 Over 2 years 2 年 1, ,721 64, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

68 14. INTEREST-BEARING BANK AND OTHER BORROWINGS 14. 計息銀行及其他借款 30 June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 Note (Unaudited) (Audited) ( 未經審核 ) Bank loans unsecured 218, ,010 Bank loans secured (i) 25,000 50,000 Lease liabilities 3, , ,010 Bank loans bear interest at rates per annum in the range of 年 3.62%-6.08% 4.29%-6.08% Repayable within one year 年 144,963 80,000 Repayable in the second year 年 28,002 26,505 Repayable in third to fifth years, inclusive 至 年 年 73,305 51, , ,010 Note: (i) The interest-bearing bank loans amounting to RMB25,000,000 (31 December 2018: RMB50,000,000) were secured by the pledges of the following assets with carrying values as follows: (i) 25,000, 年 12 月 31 日 50,000, June December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Pledge of assets: Right of use assets 4,077 Prepaid land lease payments 4,126 Pledged deposits 2,800 Property, plant and equipment (note 11) , ,784 Interim Report 2019 中期報告 67

69 15. ISSUED CAPITAL 15. 已發行股本 Number of shares 股份數目 Nominal value of Nominal HK$0.01 each value 每股面值 0.01 港元面值 RMB Authorised: 法定 : At 31 December 2018 and 2018 年 12 月 31 日 30 June 年 6 月 30 日 5,000,000,000 50,000,000 39,378,500 Number of shares 股份數目 Nominal value of Nominal HK$0.01 each value 每股面值 0.01 港元面值 RMB Issued and fully paid: 已發行及繳足 : At 31 December 2018 (audited) and 30 June 2019 (unaudited) 2018 年 12 月 31 日 2019 年 6 月 30 日 902,924,000 9,029,240 7,213, COMMITMENTS 16. 承擔 30 June 31 December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Contracted, but not provided for: Property, plant and equipment 9,048 24, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

70 17. RELATED PARTY TRANSACTIONS 17. 關連方交易 (a) Name and relationship (a) 名稱及關係 Name of related party Relationship with the Group 關聯方名稱 與本集團關係 Kunlun Suchuang Gas Associated company Kunlun Suchuang Usage Associated company Beijing Beilun Associated company Dunhua Petroleum Associated company Suchuang Group Company controlled by the Controlling Shareholders of the Company Taicang Suchuang Dangerous Goods Company controlled by the Transportation Co., Ltd. Controlling Shareholders ( Dangerous Goods Transportation ) of the Company Suzhou Suling Automobile Service Company controlled by the Controlling Shareholders of the Company Taicang Suchuang Property Company controlled by the Development Co., Ltd. Controlling Shareholders ( Suchuang Property ) of the Company Energette Capital Corporation Company controlled by certain directors of the Company Energette Capital Corporation Interim Report 2019 中期報告 69

71 17. RELATED PARTY TRANSACTIONS (continued) (b) Apart from the transactions and balances disclosed elsewhere in the interim condensed consolidated financial statements, the Group had the following material transactions with related parties during the six-month periods ended 30 June 2019 and 30 June 2018: 17. 關連方交易 (b) 截至 2019 年 2018 年 6 月 30 日止六個月 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 Notes (Unaudited) (Unaudited) ( 未經審核 ) Associates: 聯營公司 : Transmission and sale of natural gas to Kunlun Suchuang Usage (i) 6,113 17,798 Kunlun Suchuang Gas (i) ,356 6,654 30,154 Purchase of natural gas from Kunlun Suchuang Usage (i) 321 Kunlun Suchuang Gas (i) 1,096 6,016 1,417 6,016 Rental income Kunlun Suchuang Usage (ii) Kunlun Suchuang Gas (ii) ,110 1,064 Loan interest from Beijing Beilun (iii) 981 Others: 其他 : Loan to Energette Capital Corporation Energette Capital Corporation (iv) 343 Sale of natural gas to Suzhou Suling Automobile Service (i) 2,371 Purchase of natural gas from Suzhou Suling Automobile Service (i) 4,387 Purchase of goods from Suzhou Suling Automobile Service (i) Rental income Suchuang Group (ii) Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

72 17. RELATED PARTY TRANSACTIONS (continued) (b) Apart from the transactions and balances disclosed elsewhere in the interim condensed consolidated financial statements, the Group had the following material transactions with related parties during the six-month periods ended 30 June 2019 and 30 June 2018: (continued) 17. 關連方交易 ( 續 ) (b) 截至 2019 年 2018 年 6 月 30 日止六個月 For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 Notes (Unaudited) (Unaudited) ( 未經審核 ) Others: (continued) 其他 : Service of car rental provided by Dangerous Goods Transportation (v) 1, Interest expense of lease liabilities Dangerous Goods Transportation (v) 30 Notes: (i) The above transactions were conducted in accordance with the terms and conditions mutually agreed by both parties. (i) (ii) Rental income represents considerations received for the rental of office premises to the Group s associates and fellow subsidiary. The directors confirmed that the annual rentals payable under the relevant rent agreements had been agreed by all parties. (ii) 年 (iii) The Group entered into a loan contract with Beijing Beilun amounting to RMB30,000,000 with an interest rate of 6.5% per year on 3 December The maturity date is 31 December (iii) 2018 年 12 月 3 日 30,000,000 年 6.5% 日 2019 年 12 月 31 日 (iv) The Group entered into a loan contract with Energette Capital Corporation amounting to USD50,000 with an interest rate of 8% per year. The maturity date is 15 March (iv) Energette Capital Corporation50,000 年 8% 日 2021 年 3 月 15 日 (v) The Group entered into agreements with Dangerous Goods Transportation to rent certain motor vehicles, the directors confirmed that the annual rentals payable under the relevant rent agreements had been agreed by all parties. (v) 年 Interim Report 2019 中期報告 71

73 17. RELATED PARTY TRANSACTIONS (continued) 17. 關連方交易 (c) Outstanding balances with related parties: (c) 與關連方的未償還結餘 : 30 June 31 December 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 (Unaudited) (Audited) ( 未經審核 ) Amounts due from related parties Beijing Beilun 31,224 30,243 Kunlun Suchuang Gas Energette Capital Corporation Energette Capital Corporation 343 Kunlun Suchuang Usage 237 1,241 Suzhou Suling Automobile Service 1,166 32,734 32,744 Amounts due to related parties Beijing Beilun 9,000 12,500 Suzhou Suling Automobile Service 694 Dunhua Petroleum 500 Suchuang Property ,194 12,945 Lease liabilities due to related parties Dangerous Goods Transportation 1, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

74 17. RELATED PARTY TRANSACTIONS (continued) 17. 關連方交易 (d) Compensation of key management personnel of the Group: (d) 本集團的主要管理層人員的報酬 : For the six months ended 30 June 截至 6 月 30 日止六個月 年 2018 年 人民幣千元 (Unaudited) (Unaudited) ( 未經審核 ) Short-term employee benefits 1,918 1,779 Pension scheme contributions Equity-settled share option expenses Total compensation paid to key management personnel 2,137 2,148 Interim Report 2019 中期報告 73

75 18. FINANCIAL INSTRUMENTS BY CATEGORY At 30 June 2019 and 31 December 2018, the carrying amounts of each of the categories of financial instruments are as follows: 18. 按類別劃分的金融工具 2019 年 6 月 30 日 2018 年 12 月 31 日 30 June 年 6 月 30 日 Financial assets 金融資產 Financial assets at fair value through profit or loss 按公平值計入損益的金融資產 Designated as such upon initial recognition Held for trading Financial assets at amortised cost Total 於初始確認時指定為此類別 持作買賣 按攤銷成本列賬的金融資產 總計 人民幣千元 人民幣千元 人民幣千元 人民幣千元 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) Equity investments at fair value through profit or loss 46,942 46,942 Debt instrument at amortised cost (including current and non-current portion) 47,688 47,688 Trade receivables 141, ,197 Financial assets included in prepayments, other receivables and other assets 12,205 12,205 Amounts due from related parties (including current and non-current portion) 32,734 32,734 Financial assets at fair value through profit or loss 185, ,000 Pledged deposits 2,800 2,800 Cash and cash equivalents 351, ,505 46, , , , Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

76 18. FINANCIAL INSTRUMENTS BY CATEGORY (continued) Financial liabilities 18. 按類別劃分的金融工具 金融負債 Financial liabilities measured at amortised cost 按攤銷成本計量的金融負債 人民幣千元 (Unaudited) ( 未經審核 ) Trade payables 36,721 Financial liabilities included in other payables and accruals 46,917 Amounts due to related parties 10,194 Interest-bearing bank and other borrowings (including current and non-current portion) 246, ,102 Interim Report 2019 中期報告 75

77 18. FINANCIAL INSTRUMENTS BY CATEGORY (continued) 31 December 按類別劃分的金融工具 2018 年 12 月 31 日 Financial assets 金融資產 Financial assets at fair value through profit or loss Designated as such upon initial recognition Held for trading Financial assets at amortised cost Total (Audited) (Audited) (Audited) (Audited) Equity investments at fair value through profit or loss 165, ,190 Debt instrument at amortised cost 13,726 13,726 Trade receivables 77,061 77,061 Financial assets included in prepayments, other receivables and other assets 11,168 11,168 Amounts due from related parties 32,744 32,744 Financial assets at fair value through profit or loss 100, ,000 Cash and cash equivalents 413, , , , , , Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

78 18. FINANCIAL INSTRUMENTS BY CATEGORY (continued) Financial liabilities 18. 按類別劃分的金融工具 金融負債 Financial liabilities measured at amortised cost (Audited) Trade payables 64,008 Financial liabilities included in other payables and accruals 20,603 Amounts due to related parties 12,945 Interest-bearing bank and other borrowings (including current and non-current portion) 158, ,566 Interim Report 2019 中期報告 77

79 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of the Group s financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows: 19. 金融工具公平值及公平值層級 Carrying amounts Fair values 賬面值 公平值 30 June 31 December 30 June 31 December 年 6 月 30 日 2018 年 12 月 31 日 2019 年 6 月 30 日 2018 年 12 月 31 日 人民幣千元 人民幣千元 (Unaudited) (Audited) (Unaudited) (Audited) ( 未經審核 ) ( 未經審核 ) Financial assets Equity investments at fair value through profit or loss Debt instrument at amortised cost (non-current portion) Financial assets at fair value through profit or loss 金融資產 46, ,190 46, ,190 13,749 13,726 13,747 13, , , , , , , , ,900 Financial liabilities Interest-bearing bank and other borrowings (non-current portion) 金融負債 99,915 78,010 99,141 77,481 Management has assessed that the fair values of cash and cash equivalents, pledged deposits, trade receivables, amounts due from related parties, trade payables, amounts due to related parties, financial assets included in prepayments, other receivables and other assets and financial liabilities included in other payables and accruals approximate to their carrying amounts largely due to the short term maturities of these instruments. 78 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

80 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) The Group s finance department headed by the finance manager is responsible for determining the policies and procedures for the fair value measurement of financial instruments. The finance manager reports directly to the chief financial officer and the audit committee. At each reporting date, the finance department analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer. 19. 金融工具公平值及公平值層級 日 The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: The fair values of the non-current portion of debt instrument at amortised cost and the non-current portion of interest-bearing bank borrowings have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The Group s own non-performance risk for interest-bearing bank borrowings as at 30 June 2019 was assessed to be insignificant. 日 2019 年 6 月 30 日 The fair values of listed equity investments are based on quoted market prices. The fair value of unlisted equity investments was determined by reference to the latest market transaction price. The Group invests in unlisted investments, which represent wealth management products issued by banks in Mainland China. The Group has estimated the fair value of these unlisted investments by using a discounted cash flow valuation model based on the market interest rates of instruments with similar terms and risks. Interim Report 2019 中期報告 79

81 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) Fair value hierarchy The following tables illustrate the fair value measurement hierarchy of the Group s financial instruments: 19. 金融工具公平值及公平值層級 公平值層級 Assets measured at fair value: As at 30 June 2019 按公平值計量的資產 : 截至 2019 年 6 月 30 日 Fair value measurement using 採用下列各項的公平值計量 Quoted prices in active markets (Level 1) 活躍市場報價 ( 第一級 ) Significant observable inputs (Level 2) 重大可觀察輸入值 Significant unobservable inputs (Level 3) Total 重大不可觀察輸入值 ( 第二級 ) ( 第三級 ) 總計 人民幣千元 人民幣千元 人民幣千元 人民幣千元 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) Equity investments at fair value through profit or loss Financial assets at fair value through profit or loss 46,942 46, , ,000 46, , , Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

82 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) Fair value hierarchy (continued) Assets measured at fair value: (continued) As at 31 December 金融工具公平值及公平值層級 公平值層級 按公平值計量的資產 : 截至 2018 年 12 月 31 日 Fair value measurement using Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total (Audited) (Audited) (Audited) (Audited) Equity investments at fair value through profit or loss Financial assets at fair value through profit or loss 67,904 97, , , ,000 67, , ,190 Liabilities measured at fair value: The Group did not have any financial liabilities measured at fair value at the end of the period (2018: Nil). 按公平值計量的負債 : 2018 年 Interim Report 2019 中期報告 81

83 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) Fair value hierarchy (continued) Assets for which fair values are disclosed: As at 30 June 金融工具公平值及公平值層級 公平值層級 已披露公平值的資產 : 截至 2019 年 6 月 30 日 Quoted prices in active markets (Level 1) 活躍市場報價 ( 第一級 ) Fair value measurement using 採用下列各項的公平值計量 Significant observable inputs (Level 2) 重大可觀察輸入值 ( 第二級 ) Significant unobservable inputs (Level 3) Total 重大不可觀察輸入值 ( 第三級 ) 總計 人民幣千元 人民幣千元 人民幣千元 人民幣千元 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) Debt instrument at amortised cost (non-current portion) 13,747 13,747 As at 31 December 2018 截至 2018 年 12 月 31 日 Quoted prices in active markets (Level 1) Fair value measurement using Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total (Audited) (Audited) (Audited) (Audited) Debt instrument at amortised cost (non-current portion) 13,710 13, Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司

84 19. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) Fair value hierarchy (continued) Liabilities for which fair values are disclosed: As at 30 June 金融工具公平值及公平值層級 公平值層級 已披露公平值的負債 : 截至 2019 年 6 月 30 日 Quoted prices in active markets (Level 1) 活躍市場報價 ( 第一級 ) Fair value measurement using 採用下列各項的公平值計量 Significant observable inputs (Level 2) 重大可觀察輸入值 ( 第二級 ) Significant unobservable inputs (Level 3) Total 重大不可觀察輸入值 ( 第三級 ) 總計 人民幣千元 人民幣千元 人民幣千元 人民幣千元 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) ( 未經審核 ) Interest-bearing bank borrowings (non-current portion) 99,141 99,141 As at 31 December 2018 截至 2018 年 12 月 31 日 Quoted prices in active markets (Level 1) Fair value measurement using Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total (Audited) (Audited) (Audited) (Audited) Interest-bearing bank borrowings (non-current portion) 77,481 77,481 Interim Report 2019 中期報告 83

85 20. EVENTS AFTER THE REPORTING PERIOD As of the reporting date, there is no material subsequent event undertaken by the Group after 30 June 報告期後事項 截至 日 2019 年 6 月 30 日 21. APPROVAL OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim condensed consolidated financial statements were approved and authorised for issue by the board of directors on 30 August 批准中期簡明綜合財務報表 2019 年 8 月 30 日 84 Suchuang Gas Corporation Limited 蘇創燃氣股份有限公司