# 00579_28042026_2057_Annual Report 2025
> Source: `00579_28042026_2057_Annual Report 2025.pdf`
> Pages: 243
> Converted: 2026-05-04T14:08:15
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# 北京京能清洁能源电力股份有限公司
## Beijing Jingneng Clean Energy Co., Ltd.
(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code : 00579
# 2025 Annual Report
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# Contents
| Section | Page |
| :--- | :--- |
| Financial Highlights | 2 |
| Financial Summary | 3 |
| Corporate Profile | 5 |
| Chairman’s Statement | 6 |
| General Manager’s Statement | 7 |
| Management Discussion and Analysis | 8 |
| Human Resources | 26 |
| Profiles of Directors and Senior Management | 28 |
| Report of the Directors | 37 |
| Corporate Governance Report | 75 |
| Independent Auditor’s Report | 91 |
| Consolidated Statement of Profit or Loss | 97 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 98 |
| Consolidated Statement of Financial Position | 99 |
| Consolidated Statement of Changes in Equity | 102 |
| Consolidated Statement of Cash Flows | 105 |
| Notes to the Consolidated Financial Statements | 108 |
| Definitions | 238 |
| Corporate Information | 240 |
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# Financial Highlights
## REVENUE
(RMB in million)
| Year | Revenue |
| :--- | :--- |
| 2021 | 18,645 |
| 2022 | 20,030 |
| 2023 | 20,446 |
| 2024 | 20,562 |
| 2025 | 20,877 |
## PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS OF THE COMPANY
(RMB in million)
| Year | Profit |
| :--- | :--- |
| 2021 | 2,529 |
| 2022 | 2,842 |
| 2023 | 3,058 |
| 2024 | 3,245 |
| 2025 | 2,948 |
## DIVIDEND PER SHARE
(RMB cents)
| Year | Dividend per Share |
| :--- | :--- |
| 2021 | 7.04 |
| 2022 | 12.02 |
| 2023 | 13.98 |
| 2024 | 14.30 |
| 2025 | 18.00 |
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# Financial Summary
Year ended 31 December
| | 2025 | 2024 | 2023 | 2022 | 2021 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** |
| Revenue | 20,877,049 | 20,561,740 | 20,446,028 | 20,030,281 | 18,645,255 |
| Other income | 349,844 | 509,039 | 1,126,679 | 1,055,415 | 904,011 |
| **Profit from operations** | **4,829,087** | 5,261,108 | 5,187,881 | 5,170,923 | 4,827,967 |
| Profit before taxation | 3,763,605 | 4,279,802 | 4,143,795 | 3,843,500 | 3,284,905 |
| Income tax expense | (676,777) | (858,907) | (908,592) | (820,086) | (615,604) |
| **Profit for the year** | **3,086,828** | 3,420,895 | 3,235,203 | 3,023,414 | 2,669,301 |
| **Total comprehensive income** | **3,121,984** | 3,367,873 | 3,264,770 | 2,996,058 | 2,651,041 |
| Profit for the year attributable to: | | | | | |
| – Equity shareholders of the Company | 2,947,554 | 3,245,045 | 3,057,641 | 2,841,680 | 2,528,902 |
| – Holders of perpetual notes | 74,264 | 97,548 | 92,240 | 100,750 | 59,895 |
| – Non-controlling interests | 65,010 | 78,302 | 85,322 | 80,984 | 80,504 |
| | **3,086,828** | 3,420,895 | 3,235,203 | 3,023,414 | 2,669,301 |
| Total comprehensive income for the year attributable to: | | | | | |
| – Equity shareholders of the Company | 2,965,338 | 3,234,304 | 3,087,208 | 2,814,324 | 2,510,642 |
| – Holders of perpetual notes | 74,264 | 97,548 | 92,240 | 100,750 | 59,895 |
| – Non-controlling interests | 82,382 | 36,021 | 85,322 | 80,984 | 80,504 |
| | **3,121,984** | 3,367,873 | 3,264,770 | 2,996,058 | 2,651,041 |
| Earnings per share (*RMB cents*) | | | | | |
| Basic and diluted | **35.75** | 39.36 | 37.09 | 34.47 | 30.67 |
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# Financial Summary
### As at 31 December
| | 2025 | 2024 | 2023 | 2022 | 2021 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| Total assets | 104,053,978 | 101,053,441 | 93,594,441 | 88,000,237 | 86,040,207 |
| Non-current assets | 79,904,832 | 76,988,205 | 73,782,632 | 69,424,367 | 66,903,351 |
| Current assets | 24,149,146 | 24,065,236 | 19,811,809 | 18,575,870 | 19,136,856 |
| Total liabilities | 64,731,314 | 63,570,666 | 59,073,763 | 55,578,016 | 54,868,457 |
| Current liabilities | 29,634,202 | 28,114,771 | 22,211,211 | 27,361,729 | 29,140,638 |
| Non-current liabilities | 35,097,112 | 35,455,895 | 36,862,552 | 28,216,287 | 25,727,819 |
| Net assets | 39,322,664 | 37,482,775 | 34,520,678 | 32,422,221 | 31,171,750 |
| Capital and reserves | | | | | |
| Share capital | 8,244,508 | 8,244,508 | 8,244,508 | 8,244,508 | 8,244,508 |
| Reserves | 26,701,023 | 24,916,574 | 22,433,538 | 20,345,423 | 19,106,113 |
| Equity attributable to equity shareholders of the Company | 34,945,531 | 33,161,082 | 30,678,046 | 28,589,931 | 27,350,621 |
| Perpetual notes | 3,017,447 | 3,028,303 | 3,023,455 | 3,027,962 | 3,027,962 |
| Non-controlling interests | 1,359,686 | 1,293,390 | 819,177 | 804,328 | 793,167 |
| Total equity | 39,322,664 | 37,482,775 | 34,520,678 | 32,422,221 | 31,171,750 |
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# Corporate Profile
Beijing Jingneng Clean Energy Co., Limited (hereinafter referred to as the “**Company**”) is a subsidiary controlled by BEH, and was listed on the Main Board of the Hong Kong Stock Exchange on 22 December 2011. The Company and its subsidiaries (collectively referred to as the “**Group**”) operate business in 26 provinces, municipalities and autonomous regions, such as Beijing, Inner Mongolia, Ningxia, Sichuan, Hunan and Guangdong, and are involved in wind power, photovoltaic power, gas-fired power and heat energy generation, small-to-medium-sized hydropower, energy storage and other clean energy generation businesses, which help the Group claim the title of the leading wind power and photovoltaic power operator in China and the largest gas-fired heat and power supplier in Beijing, as well as a key implementer of the initiative of “Let Zhangbei’s wind light up Beijing” (用張北的風，點亮北京的燈).
As of 31 December 2025, the total consolidated installed capacity of the Group reached 18,365 MW. The installed capacity of wind power generation of the Group reached 7,047 MW with the majority located in Inner Mongolia region, Shaan-Gan-Ning region and Beijing-Tianjin-Hebei region in China where wind resources are abundant. The installed capacity of photovoltaic power generation of the Group reached 5,837 MW, which is distributed in northwest China, north China and south China regions with relatively abundant solar resources. The Group operates eight gas-fired cogeneration plants with an installed capacity of 4,835 MW in Beijing and Hubei, with the annual power generation of the seven gas-fired cogeneration plants in Beijing accounting for over 47% of gas-fired power generation of Beijing and accounting for over 46% of the heat supply of Beijing’s central heating network, being the leading gas-fired heat and power supplier in Beijing. The Group also operates other clean energy business like small-to-medium-sized hydropower and energy storage, among which, our small-to-medium-sized hydropower has a consolidated installed capacity of 310 MW mainly distributed in southwest China with abundant water resources, and our energy storage has a consolidated installed capacity of 335 MW mainly distributed in Ningxia and Guangxi.
Always with a focus on economic efficiency and a goal of promoting high-quality development, the Company upholds its role as a state-owned enterprise in the capital and its primary responsibility and core business in clean energy. The Company adheres to the principles of “maintaining scale, promoting growth, optimizing structure, and ensuring profitability”, and takes green development as the first priority, technological innovation as the first driving force, and talent team as the utmost important resource, so as to promote sustainable development with higher quality and efficiency, and advance efforts in developing the Company into a more intelligent, carbon-efficient, flexible and resilient world-class clean energy service provider in the capital.
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# Chairman’s Statement
Dear Shareholders,
2025 was a decisive year for the conclusion of the “14th Five-Year Plan”. The management and all employees of the Group pooled their efforts with unwavering determination, shouldering the critical responsibility of ensuring energy supply as a state-owned enterprise in the capital, while also facilitating green transition with a pragmatic, reformative and innovative attitude. Amidst a complex market environment, we stabilized our core operations and achieved new breakthroughs in development. The Group reached new heights in scale, efficiency and brand value, living up to our shareholders’ trust and expectations with impressive development results.
At present, China’s energy industry is undergoing a stage of profound transformation in building a new energy system. Uncertainties in the external environment persist, and the degree of marketization in the electricity sector continues to rise. Factors such as electricity prices and power consumption present certain operational challenges. However, opportunities and challenges coexist, and the industry’s long-term positive growth trend remains unchanged: China’s “dual carbon” targets continue to progress, with an aim of achieving a total wind and photovoltaic power installed capacity of 3.6 billion kW by 2035, opening up vast potentials for growth in the clean energy sector. Beijing’s efforts to transform itself into a global pacesetter in the green and digital economies, together with the continuously increasing demand for green electricity, create favorable conditions for us to deepen our cultivation of the Beijing market and expand our green electricity business. As the “main driving force” in ensuring solid supply of energy to the capital and the “pioneer” for green power into Beijing, the Group possesses multiple advantages, including geographical location, assets, technology and industrial synergy, providing a solid foundation for us to address external uncertainties through the certainty of our own development.
2026 marks the inaugural year of the “15th Five-Year Plan” and a crucial period for the Group’s high-quality reform and development. The Group is committed to grasping the major trends in the energy industry and maintaining our position as a leading state-owned enterprise in the capital. Our business policies are to consolidate the foundations of existing businesses, enhance quality and efficiency, optimize new layout for emerging business, and aggregate energy and create efficiency. Our principles are “serving the capital, enhancing green upgrade, driving digital and intelligent empowerment, and practicing lean management”. We strive to strike a balance between development quality and scale, and between deepening the cultivation of our core business and fostering new business formats. We will focus on the core task of delivering green electricity to Beijing, accelerate the establishment of new energy bases surrounding the capital, and develop new business formats such as offshore wind power and pumped storage, thereby continuously optimizing our energy supply structure. In addition, we will deepen our digital transformation by integrating AI technologies across our entire business chain to empower production operation and market transactions. Upholding lean management, we aim to build leading advantages in terms of costing, deepen market-oriented reforms, and invigorate our talent team. We remain fully committed to our political responsibility of safeguarding the capital’s energy supply and will set even higher standards for reliable electricity and heat supply. At the same time, we will continue to strengthen synergies between industry and finance, refine market value management, and steadily improve shareholders’ returns. Our goal is to achieve synergistic growth in both corporate value and shareholders’ interests.
On this new journey, we will adopt the approach of “starting the year with a strong sprint”, firm up confidence and take proactive actions. We will pursue steady progress and quality improvement, striving for excellence to ensure a strong start to the “15th Five-Year Plan”. We will continue to advance along the path of building a world-class clean energy service provider in the capital that is “smarter, lower-carbon, more flexible and more resilient”, and reciprocate the support of all shareholders and various sectors of the society with even more outstanding development achievements!
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# General Manager’s Statement
Dear Shareholders,
2025 was the year of decisive victory for the Group to fully accomplish the goals of the “14th Five-Year Plan” and to achieve new heights across all management indicators. Faced with complex and changing market environment and industry challenges, under the rational decision-making and correct leadership of the Board, the Group continuously enhanced our operational management capabilities. We ranked 255th among the “Global Top 500 New Energy Companies”, and received numerous industry honours including the “ESG Golden Bull Award”, “Outstanding Clean Energy Demonstration Project” and “Dual Carbon Pioneer of the Year”. The Group also maintained an AA ESG rating from Wind for four consecutive years, consistently holding the highest ranking in the industry.
Over the past year, the Group’s high-quality development demonstrated strong resilience and vitality. As of the end of 2025, the Group’s total assets reached RMB104.05 billion; operating income amounted to RMB20.88 billion; and profit before tax amounted to RMB3.76 billion. We maintained a good development momentum in our principal energy business. Our consolidated installed capacity reached 18.365 million kW, with 42.45 billion kWh of electricity generated and 27.180 million GJ of heat supplied. The proportion of installed capacity of renewable energy continued to increase, accounting for more than 72% of our consolidated installed capacity.
Over the past year, the Group witnessed many successful results in project constructions and accelerated green enhancement. We achieved remarkable results in the development of new business formats and new models. The 436 MW integrated photovoltaic project at the Yanqing Zhongguancun Low-Carbon Industrial Park completed the required filing, making it the largest centralized photovoltaic project of the Group in Beijing to date. The 4,900 MW integrated wind-solar and desertification control project in Xilingol League advanced steadily across multiple fronts. We made phased progress on the “Building Large Generator Unit and Shutting Down Small Generator Unit” wind power project in Guanting, as well as core green power to Beijing projects such as those in Chengde and Zhangjiakou. We secured key preliminary approval documents for the pumped storage projects in Mentougou and Kuancheng, as well as the offshore wind power projects in Shantou and Qinhuangdao. We achieved fruitful results in terms of digital transformation and successfully launched “Qingrui (擎睿)”, the industry’s first large model for gas turbines, thereby driving the “AI + gas turbine industry” from technological exploration towards in-depth practical scenario applications. 11 of our photovoltaic power plants have enabled unattended operation, reducing repetitive on-site work by 71%. Moreover, the proportion of R&D investment intensity reached 3.67%, further strengthening our innovation-driven and efficiency-oriented development framework.
In 2026, the Group will always uphold its mission of “building a world-class clean energy service provider for the capital”. Taking economic benefits as the focus, green development as the fundamental, and technological innovation as the driving force, we will consolidate our foundation for production safety, optimize our comprehensive management capabilities, fulfill our corporate social responsibilities, and continuously enhance our core competitiveness and value creation capabilities, so as to achieve more resilient performance in order to reward the trust of our shareholders and support the implementation of the “dual carbon” strategy with higher-quality energy services.
On behalf of the management team and all employees of the Group, I hereby would like to express my sincere gratitude to all shareholders and Directors for their long-term support. Let us work together to create a new chapter in the clean energy industry.
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# Management Discussion and Analysis
## I. REVIEW OF THE ELECTRIC POWER INDUSTRY
In 2025, China’s electric power industry thoroughly implemented the new energy security strategy of “Four Revolutions and One Cooperation” and closely aligned with the “dual carbon” goals to advance the construction of a new energy system. The scale of electricity consumption achieved a historic breakthrough, and non-fossil fuel power consumption exceeded the target of the “14th Five-Year Plan”. With accelerated transition towards a new energy-dominated supply structure, coupled with continuously improved capabilities of market-oriented transactions and cross-regional resource allocation, China maintained a secure and reliable power system with continuous advancement in green and low-carbon transition in respect of electricity supply, demonstrating a steady and positive trend in electricity consumption, and achieving a supply-demand balance of electricity as a whole.
In terms of power supply and demand, in 2025, the national electricity consumption, for the first time, surpassed the 10 trillion kWh level, reaching 10.4 trillion kWh, representing a year-on-year increase of 5.0%. The power generation nationwide in total surpassed the 10 trillion kWh level, reaching 10.6 trillion kWh, representing a year-on-year increase of 4.8%. The national power generation from renewable energy reached 4.0 trillion kWh, representing a year-on-year increase of 15.0%. Among which, wind power generation reached 1.1 trillion kWh, representing a year-on-year increase of 13.1%; photovoltaic power generation reached 1.2 trillion kWh, representing a year-on-year increase of 39.8%; and hydropower generation reached 1.5 trillion kWh, representing a year-on-year increase of 2.5%.
In terms of power supply structure, new energy has become the core of the increment of electricity supply. As of the end of 2025, the national power generation installed capacity in total reached 3.89 billion kW, representing a year-on-year increase of 16.1%. The installed capacity of wind power generation reached 0.64 billion kW, representing a year-on-year increase of 22.9%; and the installed capacity of photovoltaic power generation reached 1.20 billion kW, representing a year-on-year increase of 35.4%. The proportion of the aggregate installed capacity of wind power and photovoltaic power generation to the total installed capacity was 47.3%, up by 5.3 percentage points as compared to the end of the previous year, and up by 23.1 percentage points as compared to the end of the “13th Five-Year Plan” period.
In terms of power generation operation, the utilisation hour of power generation equipment of power plants with a capacity of 6,000 kW or above nationwide was 3,119 hours, representing a year-on-year decrease of 312 hours. Sorted by categories, the utilisation hour of wind power generation equipment was 1,979 hours, representing a year-on-year decrease of 148 hours; the utilisation hour of photovoltaic power generation equipment was 1,088 hours, representing a year-on-year decrease of 113 hours; and the utilisation hour of gas-fired power generation equipment was 2,187 hours, representing a year-on-year decrease of 190 hours.
In terms of market mechanism, electricity transacted totalled 6.6 trillion kWh in the nationwide market, representing a year-on-year increase of 7.4%, accounting for 64.0% of the national electricity consumption, up by 1.3 percentage points as compared to the previous year. The national market-oriented transaction mechanism of electricity continuously improved as the scale of green electricity and green certificate transactions steadily expanded.
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# Management Discussion and Analysis
## II. BUSINESS REVIEW FOR THE YEAR OF 2025
The year 2025 was the final year of the “14th Five-Year Plan” period. Faced with new developments in the industry and new challenges upon market competition, insisting on the vision of building a more intelligent, carbon-efficient, flexible and resilient world-class clean energy service provider in the capital, the Group focused on the three core businesses of wind power, photovoltaic power and gas-fired power and heat energy generation, while also firmly adhering to the “wind power and photovoltaic power integration strategy”. Given our strategically diversified layout on new business formats such as pumped storage, energy storage, offshore wind power and integrated energy services, the Group coordinated the enhancement of existing projects and the selection of high-quality new projects. While overcoming multiple challenges in the industry, the Group achieved new heights in terms of, among others, operating results, green development and digital and intelligent transformation, which laid a solid foundation for a good start to the “15th Five-Year Plan”. The Group’s overall competitiveness and industry influence continued to improve.
### 1. Achieved complete success in the finale of the “14th Five-Year Plan” period, with business scale and asset quality continuously improved
During the “14th Five-Year Plan” period, the Group achieved growth of operating results in terms of both quantity and quality. Historically outstanding results were seen across core indicators such as business, finance and dividend payouts. Our business scale and asset quality improved in tandem, and our ability to give back to shareholders continued to strengthen.
As compared to those as of the end of the “13th Five-Year Plan” period, as of the end of the “14th Five-Year Plan” period, the Group’s installed capacity increased by 7.504 million kW, representing a period-on-period increase of 107%; the Group’s power generation increased by 12.57 billion kWh, representing a period-on-period increase of 216.5%; the Group’s total assets increased by RMB34.04 billion, representing a period-on-period increase of 41.0%; the Group’s operating income increased by RMB3.87 billion, representing a period-on-period increase of 45.8%; the Group’s profit before taxation increased by RMB0.82 billion, representing a period-on-period increase of 108.8%; and the Group’s cash dividend increased by RMB0.92 billion, representing a period-on-period increase of 835.8%.
Since the start of the “14th Five-Year Plan”, the Group has placed greater emphasis on sharing operating results with shareholders, resulting in a year-on-year increase in shareholders’ returns. The proposed cash dividend for 2025 was RMB0.18 per share, being 2.6 times that of the end of the “13th Five-Year Plan” period, far exceeding the growth rate of earnings per share during the same period. Meanwhile, the Group’s total cash dividend since its listing amounted to approximately RMB9.44 billion, exceeding the Group’s total equity financing from the capital market by approximately RMB2.94 billion, and this gap is also continuously widening.
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# Management Discussion and Analysis
## 2. Fostered upgrades in production and operation driven by technology, with equipment utilisation rates exceeding the national average
The Group focused on digital and intelligent transformation and continued to increase investment in technological R&D to actively foster new quality productivity and facilitate the deep integration of digital technology with our entire production and operation chain, so as to achieve intelligent upgrades in production and operation. Significant breakthroughs have been achieved in our core technology innovation. We successfully launched “Qingrui (擎睿)”, the industry’s first AI large model for gas turbines, which was selected as a digital transformation demonstration case in Beijing and nationwide, demonstrating our industry-leading intelligent operation and maintenance and fault early warning capabilities for gas turbines. We continued to optimise the intelligent supervision system by establishing multiple regional centralised control centres, enabling centralised monitoring and intelligent operation and maintenance in over 100 new energy power plants and hydropower plants. Meanwhile, we advanced pilot projects for “unmanned power plants” and effectively implemented systems such as new energy power forecast and generator fault early warning, thereby significantly improving our production and operation efficiency and intelligent management standards.
Leveraging digital and intelligent upgrades and refined operation management, the Group’s core power generation segments demonstrated excellent equipment utilisation efficiency, with equipment utilisation hours all exceeding the national average and energy utilisation efficiency ranking among the top in the industry. In 2025, the Group generated a total of 42.45 billion kWh of electricity, representing a year-on-year increase of 6.1%. Among which, the wind power generation segment generated 15.97 billion kWh, representing a year-on-year increase of 16.7%, and the utilisation hour of equipment was 2,276 hours, which was 297 hours higher than the national average for wind power generation; the photovoltaic power generation segment generated 6.49 billion kWh, representing a year-on-year increase of 8.7%, and the utilisation hour of equipment was 1,142 hours, which was 54 hours higher than the national average for photovoltaic power generation; and the gas-fired power and heat energy generation segment generated 19.02 billion kWh, and the utilisation hour of equipment was 3,934 hours, which was 1,747 hours higher than the national average for gas-fired power generation.
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# Management Discussion and Analysis
### 3. Achieved steady increase in installed capacity, with heat supply capacity further improved
The Group’s installed capacity steadily increased, further strengthening our energy supply capabilities. As of 31 December 2025, the Group’s total installed capacity reached 18.365 million kW, with 0.928 million kW added during the year. Among which, the installed capacity of the wind power generation segment was 7.047 million kW, with 0.190 million kW added during the year; the installed capacity of the photovoltaic power generation segment was 5.837 million kW, with 0.569 million kW added during the year; the installed capacity of the gas-fired power and heat energy generation segment was 4.835 million kW, with 0.060 million kW added during the year; and the installed capacity of independent shared energy storage was 0.335 million kW, with 0.109 million kW added during the year. The supporting capacity for energy storage further improved, facilitating a more robust framework for the coordinated development of various types of power sources.
Meanwhile, the Group’s capacity to ensure a stable heat supply has improved, with the coverage of heat supply continuing to expand. Significant progress has been made in enhancing the quality and expanding the capacity of clean heat supply. In 2025, the Group supplied 27.180 million GJ of heat, successfully fulfilling the capital’s winter heat supply and energy guarantee requirements for major events. The heat supply coverage of the gas-fired power and heat energy generation segment was expanded by 2.57 million sq.m., with the Group’s contribution to the capital’s central heating network reaching 46.0%, representing a year-on-year increase of more than 2 percentage points and a new historical high. Concurrently, the Group facilitated the transformation of gas-fired power plants in Beijing into integrated energy providers. Our waste heat utilisation and integrated energy demonstration project in Beijing progressed in an orderly manner, resulting in improvements in both clean heat supply and integrated energy service capabilities.
### 4. Made continuous breakthroughs in our Beijing projects and “Green Power to Beijing” project, with new and traditional business formats advancing in tandem
Leveraging the favourable electricity tariffs and efficient power absorption in the Beijing area, the Group has firmly established its core mission of serving the capital’s development. We prioritised the deployment of energy projects in Beijing and continued to step up efforts in developing renewable energy projects in Beijing. We completed the filing of a 0.436 million kW photovoltaic project—currently the largest centralised photovoltaic project in Beijing. Meanwhile, in response to the capital’s demand for green and low-carbon development, the Group coordinated clean energy resources in the surrounding areas, systematically advanced the phased construction of the “Green Power to Beijing” project, sought government support, and facilitated the implementation of projects. Phased progress has been made in green power from Chengde, Zhangjiakou and other regions to Beijing, further reinforcing the foundation for securing the capital’s clean energy supply.
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# Management Discussion and Analysis
The Group is committed to traditional renewable energy business formats as the foundation of its development, continuously deepening its core strategy of wind power and photovoltaic power integration, and constantly consolidating the competitive advantages and industry competitiveness of traditional business formats, thereby building a solid foundation for robust business development. Meanwhile, keeping pace with industry development trends and the requirements of the “dual carbon” goals, the Group actively expanded into new business formats, steadily advancing its deployment and collaboration in areas such as pumped storage, offshore wind power and integrated energy services. Currently, the Mentougou and Kuancheng pumped storage projects and the Shantou and Qinhuangdao offshore wind power projects have secured key preliminary approval documents. This has enabled new and traditional business formats to complement and advance together, fostering synergistic development and cultivating new growth momentum for high-quality and sustainable development.
### 5. Generated positive free cash flow, with further increase in dividend payouts
The Group continuously optimised capital management, intensified efforts in capital recovery, and rationally managed capital expenditure and investment pace. As such, our free cash flow turned from negative to positive, and our cash flow quality and sustainable development capabilities steadily improved. In 2025, the Group recovered approximately RMB4.404 billion in renewable energy power generation subsidies, being 2.96 times that of 2024, thereby providing a solid capital guarantee for the Group’s production and operation, project investment and shareholders’ dividend.
The Group has placed great importance on rewarding shareholders, and has prepared and released the “Future Three-Year (2025–2027) Shareholder Dividend Return Plan”, which has established a reasonable dividend payout ratio to stabilise investor expectations. In light of the Group’s relatively ample cash flow in 2025, and to celebrate the Company’s 15th anniversary of its listing as well as the launch of “Qingrui (擎睿)”, the industry’s first AI large model for gas turbines, the Group has proposed a cash dividend for 2025 of RMB0.18 per share, which exceeds the amount corresponding to the ratio specified in the aforementioned dividend plan by approximately RMB0.042 per share and is higher than the cash dividend for 2024 of RMB0.037 per share, thereby continuing to share the Group’s operating results with shareholders.
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# Management Discussion and Analysis
## 6. Strengthened safety management and compliant operation, with continuous optimisation of operational management efficiency
The Group has strictly adhered to the bottom line of safe development by balancing development with safety, continuously improving its production safety management system, and advancing grid-based and checklist-driven management of production safety. We routinely conducted full-process safety inspection and hazard identification and rectification, while strengthening on-site supervision of high-risk operations and safety management of contracted personnel. We have reinforced our contingency management system, refined our contingency plans for various scenarios, and conducted practical drills to effectively enhance our ability to respond to all types of contingencies, resulting in a steady improvement in our inherent safety standards. We have established a comprehensive and multi-dimensional risk prevention and control system, strengthened compliance oversight throughout the entire project lifecycle, and strictly implemented the “Five Standardisations” requirements for safety, quality, schedule, cost, and compliance. We have optimised the tendering and procurement system, established the “sunshine procurement” mechanism, and standardised the management of the entire tendering and procurement process, thereby effectively mitigating integrity and operational risks, and continuously enhancing our capabilities for compliant operation and risk resilience.
The Group continued to advance the refinement and upgrading of operational management, striving to implement measures to reduce costs, improve quality and enhance efficiency. Leveraging the construction of a smart regulatory system and the empowerment of digital and intelligent transformation, repetitive on-site tasks at our wind power and photovoltaic power plants reduced by 71%, resulting in significant improvements in production, operation and management efficiency. Our capital management efficiency continued to improve, with the overall financing cost for the year accounting for approximately 2.31%, representing a decrease of 0.36 percentage point from 2.67% in 2024. We continued to deepen cost management by revising and releasing relevant cost management regulations for wind power and photovoltaic power projects, and clarifying investment control ranges and performance evaluation requirements, with the construction and commissioning costs of projects for the year both reaching industry-leading standards.
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# Management Discussion and Analysis
### 7. Optimised listed company operations, with continuous advancement of market capitalisation management
The Group has strictly complied with the information disclosure rules of the Hong Kong Stock Exchange, upholding the principles of timely, accurate and complete information disclosure to ensure information transparency in the capital market. Through means such as regular results releases, investor roadshows and ESG report disclosures, the Group has strengthened communication with the capital market and investors, and accurately conveyed its business development strategies and operating results.
Meanwhile, the Group proactively assessed the conditions for inclusion in the “Hong Kong Stock Connect” and steadily advanced efforts to increase its market capitalisation. Coupled with its actual business development, the Group proactively released its dividend plan and continuously optimised the shareholders’ return mechanism, striving to build a virtuous cycle of “value consolidation – valuation repair – shareholders’ returns”.
## III. BUSINESS OUTLOOK FOR 2026
2026 marks the start of the “15th Five-Year Plan” and represents a critical phase for fostering the Group’s high-quality reform and development. Building on its role as a state-owned enterprise in the capital and its core responsibility and business in clean energy, the Group will refine and establish the target framework for the “15th Five-Year Plan” by adhering to the principles of “maintaining scale, boosting growth, optimising structure, and stabilising profitability”. With “serving the capital, green upgrades, digital and intelligent empowerment, and lean management” as the main themes of our work, we will place greater emphasis on balancing existing and new projects, linking preliminary stages with production, integrating digital and intelligent technologies with operation, combining industry with finance, and foreseeing competition and crisis. We will accelerate the formation of strategic advantages through differentiated development to ensure a strong start to the “15th Five-Year Plan”.
### 1. Focus on reinforcing our foundation and strengthening our core capabilities to improve the quality and efficiency of existing projects
The Group’s gas-fired power and heat energy generation segment will focus on ensuring the safe, stable and efficient operation of generators, fully tap the potential for cost reduction, make every effort to expand in the heat supply market, accelerate the flexibility upgrades for generators, speed up the transition to a regional integrated energy centre, explore diverse service scenarios, and prepare for participation in electricity market transactions. The wind power and photovoltaic power generation segment will solidly facilitate the refined operation and equipment lifecycle management of power plants, continuously improve the operational stability of generators, reduce downtime due to failures, intensify marketing efforts in the electricity market, maximise gains from electricity transactions, and continue to handle the applications, audits and settlements of renewable energy subsidies to accelerate capital recovery.
---
# Management Discussion and Analysis
The Group will coordinate green power resources across each region, continuously enhance its capabilities in the allocation and coordination of green power generation, and improve the capacity to absorb and ensure a stable supply of green power to Beijing. We will facilitate the development of market-oriented business strategies, accelerate the establishment of an electricity marketing system, cultivate a professional team of electricity marketing personnel, establish an auxiliary decision-making system for electricity transactions, expand “medium- to long-term + spot + green power” combination trading, continuously optimise our trading strategies, actively expand our trading channels, comprehensively enhance our trading capabilities, and strive to respond to the fierce competitive landscape of market-based electricity transactions.
## 2. Focus on bringing green power to Beijing to optimise the layout of new projects
The Group will focus on the core mission of facilitating a green and low-carbon transition in the capital’s energy structure. We will continue to increase investment and development efforts in green energy projects within and surrounding Beijing, forming a distinctive project layout centred on the capital. We will strive to complete the preliminary work for small-scale “Green Power to Beijing” projects, refine the conditions for investment decision-making, and work to ensure that medium- and large-scale “Green Power to Beijing” projects are included in the planning framework and secure the allocation of quotas. We will closely monitor the development of wind power projects in Beijing’s pipeline, continue to expand photovoltaic power projects in Beijing, and work to ensure that projects that have already secured quotas commence construction as soon as practicable. We will comprehensively assess the boundary conditions for new projects, strictly control project lifecycle costs, fully manage project risks, and make every effort to invest in the construction of new projects that generate both profit and cash flow.
The Group will strengthen the development of new-format energy projects by actively expanding new projects such as pumped storage, offshore wind power and integrated energy services, and facilitate the integration of computing and power systems by exploring the integrated “wind power + photovoltaic power + energy storage + computing power” business model in Beijing, striving to build green and reliable power generation facilities, foster synergies between new and traditional business formats, cultivate new growth drivers, and establish a competitive advantage through differentiated development.
---
# Management Discussion and Analysis
### 3. Focus on digital and intelligent empowerment to continuously improve management quality and efficiency
The Group will focus on leveraging digital and intelligent tools to upgrade operational management, deepen the development of smart supervision centres, strengthen deep data mining and value conversion across all centralised control centres, and break down data silos between systems such as materials management and ERP to achieve seamless connectivity. We will further iterate, upgrade and promote the application of “Qingrui (擎睿)” (an AI large model for gas turbines), deepen the integrated application of large models and specialised models, strive to advance from “alert” to “early warning” capabilities, and comprehensively enhance the reliability and economic efficiency of equipment operations. We will expand the deployment of AI power forecast systems based on meteorological large models to further improve the accuracy of output forecasts for wind power and photovoltaic power stations, thereby providing precise support for production operations and trading decisions. We will drive the digital and intelligent transformation of core management processes such as production, finance and human resources to continuously strengthen our core competitiveness in terms of digitalisation and intelligence and comprehensively improve our management quality and efficiency.
### 4. Focus on lean management to comprehensively advance the integration of pre-construction infrastructure and production and operations
The Group will remain committed to minimising costs throughout the entire project lifecycle, adhere to the integrated management philosophy that “pre-construction infrastructure serves production and operations, while production and operations support pre-construction infrastructure”, and firmly embrace the mindset of “operating frugally over the long term”, striving to seize every kilowatt-hour and every penny. We will strengthen scientific feasibility studies during the pre-investment phase, strictly control project approval, prioritise projects with strong market absorption and high investment returns, implement the system of per-kilowatt investment cap, and enhance our ability to “acquire high-quality projects at low cost”. We will reinforce project engineering quality, further optimise the “guideline-based” management model covering equipment model selection, design and construction and production and operations, and further refine the technical specifications for the procurement of wind turbines (towers). We will strictly control project costs, strengthen centralised procurement planning and management to reduce procurement costs, and strive to ensure unit costs remain below the industry average for the same period. We will facilitate “checklist-based” management in production and operations, enhance equipment management, deepen reverse inspections for equipment safety, implement benchmarking across all production and operation areas, continuously identify potential for cost reduction and efficiency enhancement, and leverage AI to drive cost reduction in production and operations to establish a low-cost advantage throughout the entire process.
---
# Management Discussion and Analysis
### 5. Focus on risk prevention and control to strictly adhere to the bottom line of production safety
The Group will strictly enforce the primary responsibility for production safety, improve the comprehensive management system for production safety, successfully conclude the three-year campaign to address the root causes of production safety issues with high-quality results, and drive continuous improvement in safety governance capabilities through closed-loop management. We will establish a dual-prevention mechanism combining risk classification and control with hazard identification and rectification, utilise digital safety management tools to strengthen safety supervision throughout the entire process, standardise the management of outsourced and special operations, and thoroughly carry out special fire safety rectification campaigns to ensure the safety of personnel and equipment from the source. We will adhere to the principle of integrating routine and contingency preparedness with rapid response, refine various specialised contingency response plans, and conduct practical drills. We will strengthen end-to-end management of environmental protection and carbon emissions, ensure contingency support for major events and periods of severe air pollution, and continuously reinforce the foundation for safe development.
The Group will comprehensively establish an end-to-end risk prevention and control system to effectively enhance operational risk management. We will strictly manage project investment approvals, strengthen risk management throughout the entire construction process, and facilitate smart engineering supervision, striving to mitigate investment and construction risks. We will standardise tendering and procurement management, and reinforce centralised procurement and process oversight to ensure compliant and orderly business operations. Leveraging a sound capital management system, we will optimise financing structure and capital allocation while strictly safeguarding capital security. We will deepen the integrated management of legal compliance and internal control, intensify compliance reviews for major decisions and major contracts, and advance penetrative oversight of internal control along with a closed-loop system for issue rectification. These will comprehensively prevent and mitigate various risks, including those related to operational management, capital security and legal compliance, thereby providing a solid and secure foundation for the Group’s high-quality and sustainable development.
---
# Management Discussion and Analysis
### 6. Focus on industry-finance integration to continuously facilitate market capitalisation management
The Group will deepen industry-finance integration. Based on the development needs of our core clean energy business, we will fully leverage national green finance policies and various business support policies to precisely align with diversified green finance channels such as green credits and green bonds. We will strive to secure low-cost funding, continuously optimise our financing structure, and reduce our financing costs. These will provide a solid financial foundation for enhancing the quality of our existing projects and the planning of our new projects, thereby facilitating a deep integration of financial services and industrial development that empowers both sides.
The Group will continuously deepen its market capitalisation management. Guided by the goal of enhancing corporate core value, we will refine our investor relations management system, improve the quality of information disclosure, and strengthen targeted communication with various investors in the capital market to fully convey the Group’s development strategies and operating results. We will further enhance the Company’s liquidity in the capital market and strive for inclusion in the Hang Seng Composite Index and the Hong Kong Stock Connect trading channels as soon as practicable. We will continue to share the results of our business development with shareholders, strive to continuously improve shareholders’ investment returns, and work to drive the synergistic growth of corporate value, operational efficiency and shareholders’ returns, thereby achieving a virtuous cycle among industry, finance and capital.
## IV. OPERATING RESULTS AND ANALYSIS
### 1. Overview
In 2025, the Company’s profit for the year amounted to RMB3,086.8 million, representing a decrease of 9.77% as compared with RMB3,420.9 million for 2024. Profit attributable to the equity shareholders amounted to RMB2,947.6 million, representing a decrease of 9.16% as compared with RMB3,245.0 million for 2024.
### 2. Operating Income
The total operating income increased by 1.53% from RMB20,561.7 million for 2024 to RMB20,877.0 million for 2025, due to the increase in revenue from sales of electricity as a result of the increase in installed capacity of the gas-fired power and heat energy generation segment and the wind power generation segment.
---
# Management Discussion and Analysis
### Gas-fired Power and Heat Energy Generation Segment
The operating income from the gas-fired power and heat energy generation segment increased by 1.38% from RMB12,410.3 million for 2024 to RMB12,581.4 million for 2025, of which, revenue from sales of electricity increased by 1.64% from RMB10,252.8 million for 2024 to RMB10,420.9 million for 2025, due to the increase in sales volume of electricity as a result of the new installed capacity put into operation of this segment. Revenue from sales of heat energy increased by 0.14% from RMB2,157.5 million for 2024 to RMB2,160.5 million for 2025.
### Wind Power Segment
The operating income from the wind power segment increased by 7.85% from RMB4,709.3 million for 2024 to RMB5,079.2 million for 2025, due to the increase in sales volume of electricity as a result of the increase in grid-connected installed capacity of this segment.
### Photovoltaic Power Segment
The operating income from the photovoltaic power segment decreased by 3.18% from RMB3,086.4 million for 2024 to RMB2,988.4 million for 2025, due to the decrease in average electricity price of this segment.
### Hydropower Segment
The operating income from the hydropower segment decreased by 35.80% from RMB294.1 million for 2024 to RMB188.8 million for 2025, due to the decrease in sales volume of electricity in 2025 as a result of the shutdown of some power plants in 2024.
### Other Segment
Other operating income principally comprises revenue from finance lease business and equipment repairs and maintenance. Other operating income decreased by 36.36% from RMB61.6 million for 2024 to RMB39.2 million for 2025, due to the decrease in revenue from finance lease.
### 3. Other Income
Other income decreased by 31.28% from RMB509.0 million for 2024 to RMB349.8 million for 2025, due to the cancellation of the 50% immediate value-added tax refund policy for onshore wind power projects, and the year-on-year decrease in income from carbon credits.
---
# Management Discussion and Analysis
## 4. Operating Expenses
Operating expenses increased by 3.72% from RMB15,809.7 million for 2024 to RMB16,397.8 million for 2025, due to the increase in gas consumption and other expenses, and the decrease in other gains.
### Gas Consumption
Gas consumption increased by 1.64% from RMB9,225.6 million for 2024 to RMB9,377.0 million for 2025, due to the increase in gas consumption as a result of the increase in sales volume of electricity of the gas-fired power and heat energy generation segment.
### Depreciation and Amortization
Depreciation and amortization increased by 0.88% from RMB3,739.7 million for 2024 to RMB3,772.6 million for 2025, due to the commencement of production of new projects.
### Personnel Cost
Personnel cost increased by 4.68% from RMB1,499.7 million for 2024 to RMB1,569.9 million for 2025, due to the increase in personnel as a result of the Group’s business development, and the commencement of production of new projects.
### Repairs and Maintenance
Repairs and maintenance increased by 19.33% from RMB305.3 million for 2024 to RMB364.3 million for 2025, due to the major overhauls of certain units of the gas-fired power and heat energy generation segment during the year.
### Other Expenses
Other expenses principally comprise (1) external purchase of power, water and materials, etc.; (2) property management, greening and fire protection fees; (3) rental expenses; (4) underwriting fees and bank commissions; (5) intermediary service fees; (6) property insurance premium; and (7) other miscellaneous operating expenses.
Other expenses increased by 9.00% from RMB1,159.5 million for 2024 to RMB1,263.9 million for 2025, due to the commencement of production of new projects.
### Other Gains and Losses
Other gains decreased from RMB130.1 million for 2024 to RMB30.8 million for 2025, due to the significant year-on-year decrease in gains from changes in fair value of the shares of CGN Power Co., Ltd. (“CGN”) held by the Group.
---
# Management Discussion and Analysis
## 5. Operating Profit
As a result of the above, operating profit decreased by 8.21% from RMB5,261.1 million for 2024 to RMB4,829.1 million for 2025.
### Wind Power Segment
The operating profit of the wind power segment decreased by 4.49% from RMB2,786.1 million for 2024 to RMB2,661.0 million for 2025, due to the decline in the average electricity price of the existing projects of this segment, the expiration of the long-term electricity sales agreement of the New Gullen Wind Power project in Australia, and the cancellation of the 50% VAT refund upon collection policy for onshore wind power projects.
### Photovoltaic Power Segment
The operating profit of the photovoltaic power segment decreased by 0.08% from RMB1,610.8 million for 2024 to RMB1,609.5 million for 2025, remaining basically unchanged over the two-year period.
### Gas-fired Power and Heat Energy Generation Segment
The operating profit of the gas-fired power and heat energy generation segment decreased by 12.61% from RMB1,312.8 million for 2024 to RMB1,147.3 million for 2025, due to the decrease in electricity generation from existing projects, the increase in repair costs, and the credit impairment losses of this segment.
### Hydropower Segment
The operating profit of the hydropower segment decreased from RMB96.5 million for 2024 to RMB16.1 million for 2025, due to the shutdown of some power plants of this segment in 2024.
### Other Segment
The losses recorded by other segment increased by 10.95% from RMB545.1 million for 2024 to RMB604.8 million for 2025, due to the year-on-year decrease in gains from fair value changes on price of the shares of CGN held by the Company, and the reduction in finance lease business.
## 6. Finance Costs
Finance costs increased by 8.39% from RMB1,152.7 million for 2024 to RMB1,249.4 million for 2025, due to the commencement of production of new projects. Average finance costs for the year decreased by 0.36 percentage point from 2.67% for 2024 to 2.31% for 2025.
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# Management Discussion and Analysis
### 7. Share of Results of Associates and a Joint Venture
Share of results of associates and a joint venture increased by 32.18% from RMB106.9 million for 2024 to RMB141.3 million for 2025, due to the increase in the share of operating results of Beijing Huayuan Huizhong Environmental Protection Technology Co., Ltd., a joint venture.
### 8. Profit before Taxation
As a result of the foregoing, profit before taxation decreased by 12.06% from RMB4,279.8 million for 2024 to RMB3,763.6 million for 2025.
### 9. Income Tax Expense
Income tax expense decreased by 21.20% from RMB858.9 million for 2024 to RMB676.8 million for 2025. Effective income tax rate was 17.98% for 2025.
### 10. Profit for the Year
As a result of the foregoing, profit for the year decreased by 9.77% from RMB3,420.9 million for 2024 to RMB3,086.8 million for 2025.
### 11. Profit for the Year Attributable to Equity Shareholders of the Company
Profit for the year attributable to equity shareholders of the Company decreased by 9.16% from RMB3,245.0 million for 2024 to RMB2,947.6 million for 2025.
## V. FINANCIAL POSITION
### 1. Overview
As of 31 December 2025, total assets of the Group amounted to RMB104,054.0 million; total liabilities amounted to RMB64,731.3 million; and total equity amounted to RMB39,322.7 million; among which, equity attributable to equity shareholders amounted to RMB34,945.5 million.
### 2. Particulars of Assets and Liabilities
Total assets increased by 2.97% from RMB101,053.4 million as at 31 December 2024 to RMB104,054.0 million as at 31 December 2025, due to the increase in investment during the year. Total liabilities increased by 1.83% from RMB63,570.7 million as at 31 December 2024 to RMB64,731.3 million as at 31 December 2025. Total equity increased by 4.91% from RMB37,482.7 million as at 31 December 2024 to RMB39,322.7 million as at 31 December 2025. Equity attributable to equity shareholders of the Company increased by 5.38% from RMB33,161.0 million as at 31 December 2024 to RMB34,945.5 million as at 31 December 2025, due to the operational accumulation in 2025.
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# Management Discussion and Analysis
### 3. Liquidity
As of 31 December 2025, current assets amounted to RMB24,149.1 million, including monetary capital of RMB8,752.5 million, bills and accounts receivables of RMB12,291.5 million (mainly comprising receivables from sales of electricity and sales of heat), finance lease receivables of RMB371.8 million, and prepayment and other current assets of RMB2,733.3 million (mainly comprising deductible value-added tax and other accounts receivables).
Current liabilities amounted to RMB29,634.2 million, including short-term borrowings of RMB16,069.8 million, short-term financing debentures of RMB5,522.3 million, medium-term notes due within one year of RMB94.2 million, and bills and accounts payables of RMB7,017.8 million (mainly comprising payables for gas, payables for construction projects and purchase of equipment). Other current liabilities amounted to RMB930.1 million, mainly comprising income tax payable and amounts due to related parties.
Net current liabilities increased by 35.45% from RMB4,049.5 million as at 31 December 2024 to RMB5,485.1 million as at 31 December 2025, mainly due to the year-on-year increase in short-term borrowings.
### 4. Net Gearing Ratio
Net gearing ratio decreased by 1.11 percentage points from 55.53% as at 31 December 2024 to 54.42% as at 31 December 2025. Net gearing ratio is calculated by dividing net debts (total borrowings minus cash and cash equivalents) by the sum of net debts and total equity.
The Group’s long-term and short-term borrowings increased by 1.64% from RMB54,216.0 million as at 31 December 2024 to RMB55,107.7 million as at 31 December 2025, including short-term borrowings of RMB16,069.8 million, long-term borrowings of RMB24,428.0 million, medium-term notes of RMB9,087.6 million and short-term financing debentures of RMB5,522.3 million. All of the Group’s borrowings were denominated in Renminbi, of which the proportion of borrowings carried at fixed interest rate was 37.32%.
Cash and cash equivalents held by the Group increased by 10.31% from RMB7,401.6 million as at 31 December 2024 to RMB8,164.9 million as at 31 December 2025.
## VI. OTHER SIGNIFICANT EVENTS
### 1. Financing
On 21 March 2025, the Group completed the issuance of the first tranche RMB2.0 billion 238-day ultra-short-term financing debentures of 2025 at an interest rate of 1.87%;
On 8 April 2025, the Group completed the issuance of the second tranche RMB1.5 billion 121-day ultra-short-term financing debentures of 2025 at an interest rate of 1.67%;
On 18 April 2025, the Group completed the issuance of the third tranche RMB1.5 billion 180-day ultra-short-term financing debentures of 2025 at an interest rate of 1.68%;
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## Management Discussion and Analysis
On 31 July 2025, the Group completed the issuance of the fourth tranche RMB1.5 billion 266-day technology innovation bonds of 2025 at an interest rate of 1.60%;
On 10 October 2025, the Group completed the issuance of the fifth tranche RMB2.0 billion 265-day technology innovation bonds of 2025 at an interest rate of 1.69%;
On 6 November 2025, the Group completed the issuance of the sixth tranche RMB2.0 billion 266-day technology innovation bonds of 2025 at an interest rate of 1.64%;
On 26 June 2025, the Group completed the issuance of the first tranche RMB1.0 billion medium-term notes of 2025 at an interest rate of 1.98%, with a term of issuance of 3+N years;
From 5 September to 8 September 2025, the Group completed the issuance of the second tranche RMB1.0 billion medium-term notes of 2025 at an interest rate of 1.95%, with a term of issuance of 3+2 years;
On 18 September 2025, the Group completed the issuance of the third tranche RMB1.0 billion medium-term notes of 2025 at an interest rate of 2.14%, with a term of issuance of 5 years.
### 2. Capital Expenditure
In 2025, the Group’s capital expenditure amounted to RMB5,075.4 million, including RMB96.6 million incurred for construction projects in the gas-fired power and heat energy generation segment, RMB2,238.6 million incurred for construction projects in the wind power segment, and RMB2,740.2 million incurred for construction projects in the photovoltaic power segment.
### 3. Acquisition and Establishment of Subsidiaries
In 2025, the Company did not acquire or establish any new subsidiaries.
### 4. Contingent Liabilities
As of 31 December 2025, the Group had no contingent liabilities.
### 5. Pledge of Assets
As of 31 December 2025, the Group’s bank borrowings were secured by accounts receivables of RMB2,276.5 million and fixed assets of RMB859.4 million; and the entire equity in Ningxia Boyang New Energy Co., Ltd. and Ningxia Kaiyang New Energy Co., Ltd., were pledged to National Development Bank in China as collateral for bank borrowings.
### 6. Subsequent Events
The Group had no other material events subsequent to the Reporting Period.
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# Management Discussion and Analysis
### 7. Foreign Exchange and Exchange Rate Risks
The businesses of the Group are mainly located in Mainland China, where most of its income and expenses are denominated in RMB. The Group has a small portion of overseas investments and loans in foreign currencies (including certain deposits denominated in Australian dollars, HK dollars and US dollars, as well as borrowings in HK dollars). Changes in RMB exchange rates may cause exchange losses or gains to the Group’s foreign currency-denominated business.
The Group will continue to monitor exchange rates so as to cope with changes in the foreign exchange market and enhance the risk management on exchange rates through various management measures. Details on the exchange rate risks to which the Group was exposed were set out in note 48 to the Financial Statements. The Group did not commit itself in any exchange rate hedges during the Reporting Period.
## VII. RISK FACTORS AND RISK MANAGEMENT
### Macro-environmental Risk
Amid sluggish global economic growth, intensified international economic and trade frictions, and more pressure on downward domestic economy, the Group’s business development suffered significant impact. A tendency of clean, low-carbon, electrified, and digital development has emerged in the supply and demand structure of energy. Whether the Group can grasp the structural reforms on the power supply side, fully mobilize demand-side response resources, and promote the development trend of green transformation and upgrading of the power industry are also related to the future development of the Group.
Changes in the macro environment present challenges but more opportunities for the development of the Group. In order to accommodate the changes in the macro environment by closely monitoring fluctuations in economic situation and development situation of new energy, the Group turns crises into opportunities by vigorously developing new energy business, making efforts in power marketing, exploring the pumped storage, energy storage and offshore wind power business.
### Policy and Regulatory Risks
The Group primarily invests in and operates clean energy generation projects, which are encouraged by the country. The implement of the renewable energy quota policy brings out the benefits of the policy for further mitigating the power consumption problem of renewable energy; with the drop in power price of new energy resulting from the promotion of market-oriented reform of electric power, the decrease or cancellation of policy subsidies, and the increasing volume of electric power traded, the operation and development of new energy industry faced serious challenges.
The Group actively follows up and properly keeps abreast of policy changes, puts more effort into research related to policy and technology, actively collects and studies policy information related to clean energy, pays close attention to the development and application of related new technologies, and actively carries out work in terms of technology reserves to prevent and resolve policy risk.
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# Human Resources
The Group upholds the management philosophy of "being people-oriented and pursuing excellence", strives to create a harmonious working environment, and strengthens efforts in building of talents team. While focusing on business development, it attaches importance to staff training and employees' benefits. The overall human resources condition of the Company in 2025 is summarized as follows:
## I. SUMMARY OF HUMAN RESOURCES
The Company had a total of 3,260 employees as at 31 December 2025. The age of staff tended to be young, with the proportion of employees under the age of 35 accounting for over 43.16%; employees are generally highly educated, with the proportion of holders of Bachelor degree and above degrees accounting for approximately 80.95% of the total staff. Please refer to the following tables for details of the age and educational structure of employees:
### 1. Age Structure:
| Age distribution | Number of employees | Percentage | Cumulative percentage |
| :--- | :--- | :--- | :--- |
| Under 35 | 1,407 | 43.16% | 43.16% |
| 36 to 45 | 1,091 | 33.47% | 76.63% |
| 46 to 55 | 633 | 19.42% | 96.05% |
| Over 56 | 129 | 3.95% | 100.00% |
| Total | 3,260 | 100.00% | – |
### 2. Educational Structure:
| Educational background | Number of employees | Percentage | Cumulative percentage |
| :--- | :--- | :--- | :--- |
| Doctorate degree | 5 | 0.15% | 0.15% |
| Master’s degree | 250 | 7.67% | 7.82% |
| Bachelor’s degree | 2,384 | 73.13% | 80.95% |
| College or below | 621 | 19.05% | 100.00% |
| Total | 3,260 | 100.00% | – |
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# Human Resources
## II. EMPLOYEES’ INCENTIVES
With an aim to cope with its development, the Company, on the basis of position-oriented targets accountability system, has further established a performance appraisal system for all employees and a multi-level and medium-to-long term incentive mechanism. Through clearly defining position-oriented performance targets, the Company is able to assess and appraise employees’ performance in an objective manner. By materializing reward and penalty in the performance-based portion of the employees’ remuneration based on appraisal results, the Company is able to fully boost the potential and the morale of employees, thus achieving the coexistence of incentives and restraints. In addition, at the extraordinary general meeting held on 2 February 2024, the shareholders of the Company considered and approved the adoption of the H Share Appreciation Rights Scheme and the grants thereunder, details of which are set out in “Report of the Directors – H Share Appreciation Rights Scheme”.
## III. EMPLOYEES’ REMUNERATION
The Company continues to improve the measures on payroll management, so as to achieve closed-loop full-process management covering budget, execution, adjustment and settlement. The Company has implemented a linkage mechanism between wage and performance for various types of enterprises, whereby corporate efficiency varies with the salary and wage in the same direction. For details of the Group’s personnel costs for 2025, please refer to note 12 to the Financial Statements.
## IV. EMPLOYEES’ TRAINING
Upholding the core value of “being people-oriented and pursuing excellence” and the talent philosophy of “nurturing everyone into a talent by unleashing their utmost potential”, the Company makes it a priority to cultivate a high-quality workforce, with an aim to enhance the core competitive strength of the Company. The Company adhered to the goal of “cultivating and building a well-structured workforce with sufficient number of high-quality and innovative talents”, so as to ensure a stable talent supply for the high-quality development of the Company.
Insisting on the development philosophy of “fostering an enterprise with strong talent base” and focusing on the goal of building “three teams” featured with clean energy characteristics, the Company provides tailor-made training with content-rich and diversified courses by employing the “3+3+X” training mode and training need matrix based on the age structure of “old, middle and young talent” and position nature of “management, technique, skill, party affairs and new employees”, recording an attendance rate of 100% of the staff.
## V. EMPLOYEES’ BENEFITS
The Company has made contributions to the social insurance and housing fund for its employees in strict compliance with the Labor Law, Labor Contract Law and Social Insurance Law. Meanwhile, the Group has also formulated related systems such as the Management Standards for Social Insurance and Housing Fund, Management Standards for Supplementary Healthcare, Management Standards for Occupational Health, Management Standards for Labor Welfare and Management Standards for General Labor Protective Equipment to enrich the Company’s employee welfare offerings and enhance employees’ sense of belonging and happiness.
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# Profiles of Directors and Senior Management
## EXECUTIVE DIRECTORS
**Mr. CHEN Dayu (陳大宇)**, aged 55, is the Chairman of the Board, an executive Director and the chairman of the Strategy and ESG Committee under the Board of the Company. Mr. Chen served as a specialist engineer in the power production and operation department and power energy business department of Beijing Energy Investment Holding Co., Ltd. (北京能源投資（集團）有限公司) from December 2004 to April 2007; deputy general manager of Inner Mongolia Shangdu Power Generation Co., Ltd. (內蒙古上都發電有限責任公司) from April 2007 to May 2009; deputy general manager of Ningxia Jingneng Ningdong Electric Power Co., Ltd. (寧夏京能寧東發電有限責任公司) from May 2009 to September 2010; general manager of Beijing Jingneng Gao’antun Gas-fired Thermal Power Co., Ltd. (北京京能高安屯燃氣熱電有限責任公司) from September 2010 to November 2017; secretary of CPC Committee, executive director and general manager of Beijing Jingneng Gao’antun Gas-fired Thermal Power Co., Ltd. from November 2017 to January 2018; secretary of CPC Committee and executive director of Beijing Jingneng Gao’antun Gas-fired Thermal Power Co., Ltd. from January 2018 to December 2018; secretary of CPC General Branch and executive director of Beijing Jingneng Gao’antun Gas-fired Thermal Power Co., Ltd. from December 2018 to May 2020; head of enterprise management division of BEH from February 2020 to November 2020; and chairman of the board of Beijing Jingneng International Energy Technology Co., Ltd. from September 2021 to September 2022. Mr. Chen served as the deputy party secretary of the Company from October 2020 to March 2024; the general manager of the Company from November 2020 to April 2024. He has been serving as an executive Director since February 2021; the party secretary of the Company since March 2024; and the Chairman of the Board of the Company since April 2024. Mr. Chen graduated from Department of Power Engineering of North China Electric Power University (華北電力學院) in 1992, majoring in production process automation and obtained a bachelor’s degree in engineering. He studied on-the-job in the Department of Electrical Engineering and Applied Electronic Technology of Tsinghua University (清華大學), majoring in electrical engineering and obtained a master’s degree in engineering in January 2014. Mr. Chen holds the senior engineer professional and technical qualification.
**Mr. LI Minghui (李明輝)**, aged 49, is an executive Director and the general manager, a member of the Strategy and ESG Committee and the Legal and Compliance Management Committee under the Board of the Company. He has more than 15 years of management experience in the electric power industry. Mr. Li served as the deputy general manager (in charge of the work) of Xilin Gol Jixiang Huaya Wind Power Generation Co., Ltd. (錫林郭勒吉相華亞風力發電有限責任公司) from July 2007 to September 2008; the deputy general manager of Inner Mongolia Wind Power Branch of Beijing Jingneng International Power Co., Ltd. (北京京能國際能源股份有限公司內蒙古風電分公司) from September 2008 to July 2009; the deputy general manager of Beijing Jingneng New Energy Co., Ltd. (北京京能新能源有限公司) from July 2009 to January 2018; the general manager of Beijing Jingfeng Thermal Power Co., Ltd. (北京京豐熱電有限責任公司) and Beijing Jingfeng Gas Power Generation Co., Ltd. (北京京豐燃氣發電有限公司) from January 2018 to June 2020; the deputy party secretary of Beijing Jingfeng Gas Power Generation Co., Ltd. (北京京豐燃氣發電有限公司) from March 2018 to June 2020; the provisional secretary of the party committee of Beijing Branch of the Company from June 2020 to November 2020 and then its secretary of the party committee from November 2020 to September 2022; and the executive director of Beijing Jingneng New Energy Co., Ltd. (北京京能新能源有限公司) from June 2020 to September 2022. Mr. Li has been the deputy general manager of the Company from November 2022 to April 2024; an executive Director of the Company since August 2023; the deputy party secretary of the Company since March 2024; and the general manager of the Company since April 2024. Mr. Li graduated from North China Electric Power University (華北電力大學) in July 1998 with a bachelor’s degree in electric power system and automation. Mr. Li studied on-the-job in Tsinghua University (清華大學) and obtained a master’s degree in electrical engineering in January 2016. Mr. Li holds the senior engineer professional and technical qualification.
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# Profiles of Directors and Senior Management
Mr. ZHANG Wei (張偉), aged 58, is an executive Director, a member of the Strategy and ESG Committee under the Board, the deputy general manager, the secretary of the Board of Directors and the joint company secretary of the Company. He has more than 20 years of experience in finance and capital operation management. Mr. Zhang served as the director of the preparatory office of the finance company of Beijing Energy Investment Holding Co., Ltd. (北京能源投資（集團）有限公司財務公司) and the general manager of BEH Shenyang Finance Co., Ltd. (京能集團瀋陽財務有限公司) from January 2006 to May 2006; the general manager of BEH Finance Co., Ltd. (京能集團財務有限公司) from May 2006 to May 2018 and the secretary of the party branch of the same company from March 2007 to May 2018; the head of the property rights and capital operation department of BEH from May 2018 to July 2022 and the head of the assets and capital management department of BEH from July 2022 to March 2023; the chairman of the supervisory committee of Beh-Property Co., Ltd. (京能置業股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code of 600791) and BEH Finance Co., Ltd. (京能集團財務有限公司) from October 2018 to March 2023; a member of the investment decision-making committee of Chongqing Fudu Equity Investment Fund Partnership Enterprise (Limited Partnership) (重慶富都股權投資基金合夥企業（有限合夥）), a member of the investment advisory committee of Xiamen Saifu Equity Investment Partnership Enterprise (Limited Partnership) (廈門賽富股權投資合夥企業（有限合夥）), a member of the strategic advisory committee and an observer of the investment decision-making committee of Beijing Z-Park Fund Investment Center (Limited Partnership) (北京中關村併購母基金投資中心（有限合夥）), a member of the investment decision-making committee of Beijing Shunlong Investment Development Fund (Limited Partnership) (北京順隆投資發展基金（有限合夥）), and a director of Beijing Shunlong Private Debt Investment Fund Management Co., Ltd. (北京順隆私募債券投資基金管理有限公司) from June 2020 to March 2023; a director of Beijing Jingneng Tongxin Investment Management Co., Ltd. (北京京能同鑫投資管理有限公司) from September 2021 to March 2023; and a director of Beijing Jingneng Financial Leasing Co., Ltd. (北京京能融資租賃有限公司) from November 2021 to March 2023. Mr. Zhang has been the deputy general manager of the Company since April 2023; the secretary of the Board of Directors and the joint company secretary of the Company since June 2023; an executive Director of the Company since August 2023; and a director of Beijing Jingneng Clean Energy (Hong Kong) Co., Limited (北京京能清潔能源電力股份（香港）有限公司) since December 2023. Mr. Zhang graduated from the department of infrastructure economics of the Central Institute of Finance and Economics (中央財政金融學院) in July 1990, majoring in infrastructure finance and credit, and obtained a bachelor’s degree in economics. Mr. Zhang holds the professional technical qualifications of senior economist and accountant.
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# Profiles of Directors and Senior Management
## NON-EXECUTIVE DIRECTORS
Mr. ZHOU Jianyu (周建裕), aged 58, is a non-executive Director and the chairman of the Legal and Compliance Management Committee under the Board of the Company. Mr. Zhou served as a staff member of the fourth plant (the “Fourth Plant”) of Beijing Coal Corporation (北京市煤炭總公司), the deputy director and then the director of the briquette workshop of the Fourth Plant, the assistant to the director of the Fourth Plant, the director of the seventh plant of Beijing Coal Corporation, and the director and deputy general manager of the first plant of Beijing Coal Corporation from June 1989 to October 2001; successively served as the deputy general manager, a member of the standing committee of the Communist Party Committee, executive deputy general manager and a director of Beijing Jintai Hengye Co., Ltd. (北京金泰恒業有限責任公司) from October 2001 to April 2010; served as the secretary of the Communist Party Committee and the chairman of the board of directors of Beijing Jintai Group Co., Ltd. (北京金泰集團有限公司) from April 2010 to September 2018; served as the deputy general manager of Beijing Jingmei Group Co., Ltd. (北京京煤集團有限責任公司) from September 2010 to October 2010; served as a member of the standing committee of the Communist Party Committee and deputy general manager of Beijing Jingmei Group Co., Ltd. from October 2010 to January 2018; served as the secretary of the Communist Party Committee and the chairman of the board of directors of Beijing Jingmei Group Co., Ltd. from January 2018 to September 2018; presided over the work of the board of directors of Beh-Property Co., Ltd. (北京京能置業股份有限公司) (a company listed on the Shanghai Stock Exchange, stock code: 600791) from May 2018 to October 2018; and served as the secretary of the Communist Party Committee and the chairman of the board of directors of Beh-Property Co., Ltd. from October 2018 to February 2021. He has been serving as a full-time investment director of BEH since February 2021; a director of BDHG, Beijing Jingneng Thermal Development Co., Ltd. (北京京能熱力發展有限公司) and Beijing Jingneng Technology Co., Ltd. (北京京能科技有限公司) since June 2022; a non-executive Director of the Company since September 2022; a director of Beijing Jingneng Power Co., Ltd. (a company listed on the Main Board of the Shanghai Stock Exchange, stock code: 600578) since December 2022; and a director of Guohua Energy Co., Ltd. (國華能源有限公司) and Shanxi International Energy Yuguang Coal Power Co., Ltd. (山西國際能源裕光煤電有限公司) since March 2025. He served as a director of China Aluminum Ningxia Energy Group Co., Ltd. (中鋁寧夏能源集團有限公司) from May 2025 to November 2025. Mr. Zhou graduated from China University of Mining and Technology (中國礦業大學), majoring in coal chemical industry, with a bachelor’s degree in engineering in June 1989. In September 1998, Mr. Zhou graduated from Renmin University of China (中國人民大學) of the on-the-job postgraduate study in business administration. In July 2013, Mr. Zhou studied on-the-job in Peking University’s senior management MBA program and obtained a master’s degree in business administration. Mr. Zhou holds the senior economist professional and technical qualification and the senior engineer professional and technical qualification.
Mr. GUO Yao (郭堯), aged 30, is a non-executive Director and a member of the Audit Committee under the Board of the Company. Mr. Guo consecutively served as the business assistant and business head of the equity management department and the business head of the capital operation department of BSCOMC from July 2019 to June 2024. Mr. Guo has been serving as the senior manager of the capital operation department of BSCOMC since July 2024; and a non-executive Director of the Company since December 2025. Mr. Guo graduated from the School of Economics and Management of Tsinghua University in July 2019 with a master’s degree in finance. Mr. Guo holds the qualification of intermediate economist.
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# Profiles of Directors and Senior Management
**Ms. ZHANG Yi (張軼)**, aged 55, is a non-executive Director and a member of the Remuneration and Nomination Committee under the Board of the Company. Ms. Zhang has extensive work experience in investment management, risk control and compliance management. Ms. Zhang successively served as a cadre of the business department of the People’s Insurance Company of China (中國人民保險公司), the deputy director and then the director of the bond division of the fund utilization department, and the manager of the bond business department of the investment management center of China Insurance Reinsurance Company (中保再保險有限公司) from August 1993 to February 2005; successively served as the assistant general manager, deputy general manager and general manager of risk control and compliance department, general manager of general management department, and general manager of internal control and compliance risk management department of China Re Asset Management Co., Ltd. (中再資產管理股份有限公司) from February 2005 to April 2015; served as the general manager of the asset management department of China Continent Property & Casualty Insurance Co., Ltd. (中國大地財產保險股份有限公司) from May 2015 to January 2019; and successively served as the chief risk management executive officer, compliance officer, risk control director and general manager of risk control center of China Re Asset Management Co., Ltd. from January 2019 to November 2022. She served as an executive director and the general manager of China Re Asset Management (Hong Kong) Co., Ltd. from July 2022 to January 2026; and a non-executive director of CSSC (Hong Kong) Shipping Company Limited (中國船舶集團（香港）航運租賃有限公司) (a company listed on the Hong Kong Stock Exchange with stock code 03877) from September 2022 to June 2025. She has been serving as a non-executive Director of the Company since September 2022. Ms. Zhang graduated from Dongbei University of Finance and Economics (東北財經大學), majoring in international finance, and obtained a bachelor’s degree in economics in July 1993. Ms. Zhang holds the economist professional and technical qualification.
## INDEPENDENT NON-EXECUTIVE DIRECTORS
**Ms. ZHAO Jie (趙潔)**, aged 69, is an independent non-executive Director, the chairman of the Remuneration and Nomination Committee and a member of the Audit Committee under the Board of the Company. Ms. Zhao successively held various positions in North China Electric Power Design Institute (華北電力設計院), including deputy chief of the electrical department, chief design engineer, deputy chief of the engineering department, deputy chief engineer, and vice president from March 1983 to August 1998; the vice president and professor-level senior engineer of Electric Power Planning & Engineering Institute (電力規劃設計總院) from September 1998 to November 2011, during which she concurrently served as the general manager of China Power Engineering Consulting Corporation (中國電力建設工程諮詢公司) from April 1999 to June 2003; the deputy general manager of China Power Engineering Consulting Group Co., Ltd (中國電力工程顧問集團公司) from June 2003 to November 2011; the deputy general manager of China Energy Engineering Group Co., Ltd. (中國能源建設集團有限公司) and the president of Electric Power Planning & Engineering Institute from November 2011 to July 2015; the deputy general manager of China Energy Engineering Corporation Limited (a company listed on the Main Board of the Hong Kong Stock Exchange, stock code: 3996) from July 2015 to March 2017, and retired in March 2017. Ms. Zhao has been serving as an independent non-executive Director of the Company and an independent director of Beijing Jingneng Power Co., Ltd. (a company listed on the Main Board of the Shanghai Stock Exchange, stock code: 600578) since June 2021. Ms. Zhao graduated from the department of electricity of Tsinghua University Branch Campus majoring in electrical engineering in March 1983 and obtained a bachelor’s degree.
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## Profiles of Directors and Senior Management
Mr. **WANG Hongxin (王洪信)**, aged 62, is an independent non-executive Director and a member of the Remuneration and Nomination Committee under the Board of the Company, and has more than 25 years of experience in corporate governance and equity and securities investment management. Mr. Wang served as the secretary to the board of directors, director, deputy general manager and member of the party committee of Maoming Yongye (Group) Co., Ltd. (茂名永業(集團)股份有限公司, currently known as Guangdong Highsun Group Co., Ltd. (廣東海印集團股份有限公司)) (a company listed on the Shenzhen Stock Exchange with stock code of 000861) from June 1998 to December 2003; an assistant to the general manager of China National Materials Development and Investment Corporation (中國物資開發投資總公司) from March 2004 to May 2005; an executive director and managing director of China Chengtong Development Group Co., Ltd. (中國誠通發展集團有限公司) (a company listed on the Hong Kong Stock Exchange with stock code of 00217) from May 2005 to June 2017; a director and deputy secretary of the party committee of China Chengtong Hong Kong Limited (中國誠通香港有限公司) from October 2008 to December 2017; the general manager of Zhuhai Yunkang Tongsheng Equity Investment Fund Management Co., Ltd. (珠海雲康同盛股權投資基金管理有限公司) from January 2018 to July 2019; the deputy general manager and the general manager of Dali Pharmaceutical Co., Ltd. (大理藥業股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code of 603963) from October 2019 to April 2021; and an executive director, chief executive officer, chairman of China region and chief investment officer of Zhong Ji Longevity Science Group Limited (中基長壽科學集團有限公司) (a company listed on the Hong Kong Stock Exchange with stock code of 00767) from May 2021 to February 2022. Mr. Wang has been serving as the chairman and general manager of Wuhan Daotian Plasma Technology Co., Ltd. (武漢稻田等離子技術有限公司) since February 2023, and an independent non-executive Director of the Company since August 2023. He has been serving as a juror of the High Court of Hong Kong since April 2022. Mr. Wang graduated from the department of Chinese Language and Literature of Jilin Normal University (吉林師範大學), majoring in Chinese Language and Literature and obtained a bachelor’s degree in July 1986. He studied on-the-job in the Executive MBA (EMBA) program of Guanghua School of Management of Peking University and obtained a master’s degree in July 2003. Mr. Wang holds qualification as securities analyst and fund manager.
Mr. **QIN Haiyan (秦海岩)**, aged 55, is an independent non-executive Director and a member of the Strategy and ESG Committee under the Board of the Company, and has more than 20 years of experience in the field of renewable energies such as wind and solar energy as well as in the field of products inspection and testing. Mr. Qin served as an engineer at China Classification Society (中國船級社) from July 1994 to July 2003. He has been serving as the head of Beijing General Certification Center (北京鑒衡認證中心) since January 2004 and the secretary general of the Chinese Wind Energy Association under China Renewable Energy Society (中國可再生能源學會風能專業委員會) since July 2004. He served as an independent director, a member of the strategic committee and the remuneration and assessment committee, and chairman of the nomination committee of CECEP Wind-Power Corporation (中節能風力發電股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code of 601016) from July 2017 to July 2023. Mr. Qin has been serving as an independent director and a member of the strategic committee of Shenergy Company Limited (申能股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code of 600642) since June 2020; an independent director and a member of the strategic committee, the nomination committee and the remuneration and assessment committee of Nyocor Co., Ltd. (金開新能源股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code of 600821) since September 2020; an independent non-executive director and a member of the nomination committee of China Datang Corporation Renewable Power Co., Limited (中國大唐集團新能源股份有限公司) (a company listed on the Hong Kong Stock Exchange with stock code of 01798) since June 2022, and an independent non-executive Director of the Company since August 2023. Mr. Qin graduated from the Department of Power Mechanical Engineering (動力機械工程系) of Shanghai Jiao Tong University (上海交通大學) in July 1994, majoring in thermal power machinery and equipment (熱能動力機械與裝置專業), and obtained his bachelor’s degree. He graduated from the School of Business of Renmin University of China (中國人民大學商學院) in July 2002, majoring in business administration, and obtained a master’s degree. In October 2010, Mr. Qin was awarded with the second prize of the Chinese Mechanical Industry Science and Technology Award (中國機械工業科學技術獎二等獎).
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# Profiles of Directors and Senior Management
Ms. HU Zhiying (胡志穎), aged 48, is an independent non-executive Director, the chairman of the Audit Committee and a member of the Legal and Compliance Management Committee under the Board of the Company, and has more than 20 years of experience in financial management and accounting. Ms. Hu served as a lecturer at the School of Economics and Management of University of Science and Technology Beijing (北京科技大學) from April 2004 to June 2011. She concurrently served as an independent director and chairman of the audit committee of Sinosteel Tiancheng Environmental Protection Science & Technology Co., Ltd. (中鋼集團天澄環保科技股份有限公司) from July 2004 to October 2009. From January 2016 to January 2017, she served as a visiting scholar at University of Texas at Dallas in the United States (美國德州大學達拉斯分校). From January 2017 to July 2017, she served as an independent director of Zhejiang Yingfeng Technology Co., Ltd. (浙江迎豐科技股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code 605055). She has been an associate professor and a postgraduate tutor of the finance and accounting department of the School of Economics and Management of University of Science and Technology Beijing since June 2011; the deputy chairman of the Financial Management Branch of the Construction Accounting Society of China (中國建設會計學會財務管理分會) since June 2023; an independent non-executive Director of the Company since August 2023; and an independent director of Beijing Beier Bioengineering Co., Ltd. (北京貝爾生物工程股份有限公司) (a company listed on the Beijing Stock Exchange with stock code 874527) since February 2024. Ms. Hu graduated from Xiamen University (廈門大學) in July 1998, majoring in accounting, and obtained a bachelor’s degree. She obtained her master’s degree in accounting in July 2001 and obtained her Ph.D degree in accounting in July 2004 from Chinese Academy of Fiscal Sciences (中國財政科學研究院). Ms. Hu was elected as a leader in academic accounting by the Ministry of Finance (財政部學術類會計領軍人才) in 2017. She is a non-practicing member of the Chinese Institute of Certified Public Accountants.
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# Profiles of Directors and Senior Management
## SENIOR MANAGEMENT
**Mr. CHEN Dayu (陳大宇)**, aged 55, is the Chairman of the Board and an executive Director of the Company. Please refer to his biography under the paragraph headed “– Executive Directors” above.
**Mr. LI Minghui (李明輝)**, aged 49, is an executive Director and the general manager of the Company. Please refer to his biography under the paragraph headed “– Executive Directors” above.
**Mr. ZHANG Wei (張偉)**, aged 58, is an executive Director, a deputy general manager, the secretary of the Board of Directors and the joint company secretary of the Company. Please refer to his biography under the paragraph headed “– Executive Directors” above.
**Mr. ZHAO Jianbo (趙劍波)**, aged 58, is a deputy general manager of the Company and has more than 30 years working experience in the electric power industry. Mr. Zhao successively served as the director of the engineering department, the assistant to the general manager and chief engineer of Inner Mongolia Daihai Power Generation Co., Ltd. (內蒙古岱海發電有限責任公司) from January 2005 to November 2007; the deputy general manager of Inner Mongolia Jingtai Power Generation Co., Ltd. (內蒙古京泰發電有限責任公司) from November 2007 to August 2009; the deputy general manager of Beijing International Electric Engineering Co., Ltd. (北京國際電氣工程有限公司) from August 2009 to September 2011; the deputy party secretary, general manager and executive director of Beijing Jingxi Power Generation Co., Ltd. (北京京西發電有限責任公司) and the deputy party secretary, general manager, party secretary and executive director of Beijing Jingxi Gas-fired Power Co., Ltd. (北京京西燃氣熱電有限公司) from September 2011 to June 2018; the deputy general manager of Beijing Jingneng Power Co., Ltd. (北京京能電力股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code 600578) from May 2018 to November 2018; and the party committee member and deputy general manager of Beijing Jingneng Power Co., Ltd. from November 2018 to November 2023. He has been the deputy general manager of the Company since November 2023. Mr. Zhao graduated from Taiyuan University of Technology (太原工業大學) in July 1990, majoring in thermal energy engineering, and obtained a bachelor’s degree in engineering. Mr. Zhao holds the professional technical qualification of senior engineer.
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# Profiles of Directors and Senior Management
**Mr. WANG Gang (王剛)**, aged 56, is a deputy general manager of the Company and has more than 20 years of experience in project management of power industry. Mr. Wang successively served as a laboratory technician of building engineering agency, site technician of main workshop, deputy chief engineer, deputy chief engineer of Sanhe Project Management Department, deputy manager and chief engineer, deputy manager of Pandian project department and deputy manager of Tangdian technical transformation project department of Jixian Power Plant of Beijing Thermal Power Construction Company (北京火電建設公司薊縣電廠) from July 1992 to August 2003; project manager of power investment construction department of Beijing International Power Development Investment Corporation (北京國際電力開發投資公司) from November 2003 to November 2004; project manager of power energy construction department of BEH from December 2004 to September 2007; deputy general manager of Beijing International Power New Energy Co., Ltd. (北京國際電力新能源有限公司) from September 2007 to July 2009; deputy general manager of Shanxi Jingyu Power Generation Co., Ltd. (山西京玉發電有限責任公司) from July 2009 to March 2012 (during which period, he majored in business administration at the School of Economics and Management of North China Electric Power University (華北電力大學) from May 2009 to March 2012 and obtained a master’s degree); deputy general manager of Beijing Jingneng Gao’antun Gas-fired Thermal Power Co., Ltd. (北京京能高安屯燃氣熱電有限責任公司) from March 2012 to October 2014; the provisional secretary of the party committee and deputy general manager of Shanxi Jingneng Zuoyun Thermal Power Co., Ltd. (山西京能左雲熱電有限責任公司) from October 2014 to August 2016; the provisional secretary of the party committee of Jingneng (Xilinguole) Power Generation Co., Ltd. (京能(錫林郭勒)發電有限公司) and deputy general manager of Shanxi Jingtong Thermal Power Co., Ltd. (山西京同熱電有限公司) from August 2016 to March 2017; and the provisional secretary of the party committee and secretary of party committee of Jingneng (Xilinguole) Power Generation Co., Ltd. from March 2017 to January 2018. He has been the deputy general manager of the Company since 2018. Mr. Wang graduated from the school of economics and management of North China Electric Power University (華北電力大學) majoring in business administration, with a master’s degree in business administration. Mr. Wang holds the senior engineer professional and technical qualification.
**Mr. GAO Yanqing (高延慶)**, aged 50, is a deputy general manager of the Company and has 21 years of experience in energy industry. Mr. Gao served as the deputy general manager of Beijing Jingneng Oil and Gas Resources Development Co., Ltd. (北京京能油氣資源開發有限公司) from April 2013 to November 2019 and the chairman of its labor union from November 2018 to November 2019; the project manager of Jingneng Shandong Project from November 2019 to September 2021; the deputy secretary of the party committee of the Beijing Branch of the Company from March 2021 to September 2022; the general manager of the Beijing Branch from March 2021 to October 2022; the party secretary of the Beijing Branch from September 2022 to May 2024; the executive director of Beijing Jingneng New Energy Co., Ltd. (北京京能新能源有限公司) from September 2022 to May 2024. He has been serving as the deputy general manager of the Company since July 2024. Mr. Gao graduated from the Department of Electrical Engineering of Tsinghua University in the PRC in 2004 with a doctorate degree in engineering, majoring in electrical engineering. Mr. Gao holds the professional technical qualifications of senior engineer and senior economist.
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# Profiles of Directors and Senior Management
**Ms. FAN Huaying (范華穎)**, aged 47, is a deputy general manager and the chief accountant of the Company. Ms. Fan has over 15 years of experience in financial management in the power industry. Ms. Fan served as a senior auditor at the Beijing branch of Deloitte Touche Tohmatsu Certified Public Accountants LLP (Beijing) (德勤華永會計師事務所有限公司北京分所) from October 2007 to July 2011. Since July 2011, Ms. Fan consecutively served various positions in the Company, including the head of the audit and internal control department from July 2011 to December 2012; the deputy manager of the financial management department from December 2012 to October 2015; the executive director of the financial management department and deputy manager of the office of the Board (securities and capital operations department) from October 2015 to June 2018; the director of the financial management department from June 2018 to September 2025 and the deputy chief accountant from March 2024 to September 2025. Ms. Fan has been serving as a deputy general manager and the chief accountant of the Company since September 2025. Ms. Fan has been serving as the chairman of the board of Shenzhen Jingneng Financial Leasing Co., Ltd. (深圳京能融資租賃有限公司) since June 2022. Ms. Fan graduated from the major of accounting in Zhongnan University of Economics and Law in 2003, with a master’s degree in management. Ms. Fan holds the professional qualifications of senior accountant and Chinese certified public accountant.
## COMPANY SECRETARY
**Mr. ZHANG Wei and Mr. CHUNG Ming Fai** serve as the joint company secretaries of the Company. Please refer to the biography of Mr. ZHANG Wei under the paragraph headed “– Executive Directors” above.
**Mr. CHUNG Ming Fai (鍾明輝)**, aged 46, is a senior vice president of SWCS Corporate Services Group (Hong Kong) Limited and is primarily responsible for managing the company secretarial and compliance matters of companies listed on the Stock Exchange. Mr. Chung has over 20 years of experience in the fields of corporate secretarial, mergers and acquisitions, financial reporting and auditing. Mr. Chung is currently a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. He obtained a Bachelor of Commerce degree in December 2003 from the Australian National University.
---
# Report of the Directors
The Board of Directors of the Company now presents the annual report of the year 2025 (the “Annual Report”) and the audited consolidated financial statements of the Group (the “Financial Statements”) for the year ended 31 December 2025 to Shareholders.
## REGISTERED SHARE CAPITAL
As of 31 December 2025, the total registered share capital of the Company was RMB8,244,508,144, divided into 8,244,508,144 shares of RMB1.00 each, including 5,414,831,344 domestic legal person shares and 2,829,676,800 H Shares. Details of movements in the registered share capital of the Company during the year are set out in note 40 to the Financial Statements.
## PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY
Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities (including treasury shares) during the year ended 31 December 2025. As at 31 December 2025, the Company did not hold any treasury shares.
## DEBENTURES IN ISSUE
The Company issued debentures in light of the demand of business operation and capital expenditures, as well as the market condition. Details of debentures in issue of the Company for the year ended 31 December 2025 are set out in the subsection “1. Financing” of section “VI. OTHER SIGNIFICANT EVENTS” in “Management Discussion and Analysis”.
## FUTURE INVESTMENT PLANS AND EXPECTED FUNDING
Looking forward, the Group will continue to expand its markets at home so as to tap into project opportunities and invest in the construction of high-quality works, exquisite works and works with high returns, thereby maximizing Shareholders’ interest and creating higher value. We will continue to make the Group stronger and better through self-development, acquisitions, M&A and other means. Our future business plan will employ a combination of financing channels to finance capital expenditures, including but not limited to internal funds and bank loans. Currently, the bank credit lines available to the Group are adequate.
## EQUITY-LINKED AGREEMENT
For the year ended 31 December 2025, the Company did not enter into or have any equity-linked agreement, nor did any equity-linked agreement exist at the end of 2025.
---
# Report of the Directors
## PERMITTED INDEMNITY PROVISION
The Company has purchased appropriate liability insurance for its Directors, Supervisors (during their terms of office) and senior management. The permitted indemnity provisions are set out in such liability insurance. Save as disclosed the above, no permitted indemnity provision was made by the Company for the year ended 31 December 2025 and no permitted indemnity provision was in force as at the date of this Annual Report.
## PLEDGING OF SHARES BY THE CONTROLLING SHAREHOLDER
The controlling shareholder of the Company did not pledge any of the shares it holds in the Company to secure the Company’s debts or to secure guarantees of the Company or were held as support for the other liabilities for the year ended 31 December 2025.
## CHARGES ON THE GROUP ASSETS
As at 31 December 2025, certain of the Group’s bank borrowings were secured by the pledge of the Group’s property, plant and equipment of RMB859.4 million and trade receivables of RMB2,276.5 million. Details of these are set out in notes 34 and 44 to the Financial Statements and the entire equity in Ningxia Boyang New Energy Co., Ltd. and Ningxia Kaiyang New Energy Co., Ltd., were pledged to National Development Bank in China as collateral for bank borrowings.
## LOAN AGREEMENTS OR FINANCIAL ASSISTANCE OF THE COMPANY
The Company did not provide any financial assistance nor guarantee to its affiliated companies for the year ended 31 December 2025, which gives rise to a disclosure under Rule 13.16 of the Listing Rules. The Company did not enter into any loan agreement with covenants relating to specific performance of its controlling shareholder nor breach the terms of any loan agreements for the year ended 31 December 2025.
## SHARE SCHEME
The Company did not adopt any share scheme in the year ended 31 December 2025.
## PRE-EMPTIVE RIGHTS
Pursuant to the Articles of Association and the laws of the PRC, the Company is not subject to any pre-emptive rights requiring it to propose new issues to its existing shareholders in proportion to their shareholdings.
---
# Report of the Directors
## H SHARE APPRECIATION RIGHTS SCHEME
In order to (i) enhance corporate competitiveness, create common interests, fully utilize the positiveness, proactivity and creativity of outstanding talents and core staff, improve the operational results and core competitiveness of the Company and facilitate the long-term and stable development of the Company; (ii) create favorable news to the capital market, bolster the confidence in the capital market and maintain the market value of the Company; and (iii) effectively build and continue to improve the management structure with clear distinction between powers and responsibilities and efficient decision-making, further optimize the performance-based compensation incentive mechanism, establish a market-based assessment system in line with the developmental needs of the Company, and effectively retain and attract the core staff necessary for the development of the Company, the shareholders of the Company have considered and approved the adoption of the H share appreciation rights scheme (the “Scheme”) and the grant under the Scheme (the “Grant”) at the extraordinary general meeting held on 2 February 2024. The Scheme was approved by the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality on 22 January 2024. On 2 February 2024, the Board announced the satisfaction of the conditions for the Scheme and the Grant, and the first Grant under the Scheme to 113 incentive recipients with a total of 103,062,511 share appreciation rights. After the first Grant, 20,612,489 share appreciation rights under the Scheme have not yet been granted and have been reserved for newly appointed senior management and new talents of the Group (the “Reserved Grant”). On 28 May 2024, the Board announced the first Reserved Grant under the Scheme to 14 incentive recipients with a total of 8,886,931 share appreciation rights. On 31 October 2024, the Board announced the second Reserved Grant under the Scheme to 12 incentive recipients with a total of 11,641,589 share appreciation rights. Upon completion of the second Reserved Grant, the remaining 83,969 share appreciation rights under the Reserved Grant under the Scheme shall no longer be further granted and shall be cancelled. For details on the major terms, conditions and each grant of the Scheme, please refer to the announcement dated 12 December 2023, the circular dated 17 January 2024, the poll results announcement dated 2 February 2024 and the inside information announcements dated 2 February 2024, 28 May 2024 and 31 October 2024 of the Company. For the update on the fulfilment of performance conditions for the first tranche of exercise under the Scheme, as well as the adjustments to the incentive recipients, number of effective share appreciation rights and exercise price under the Scheme, please refer to the announcement of the Company dated 12 November 2025.
Under the Scheme, the share appreciation rights granted to the incentive recipients may be exercised only upon the satisfaction of all conditions, including that (1) no specific events have occurred to the Company; (2) the Company has fulfilled its performance conditions; (3) no specific events have occurred to the incentive recipients; and (4) each incentive recipient has fulfilled their respective annual performance targets. For details regarding the conditions for the exercise under the Scheme, please refer to the circular of the Company dated 17 January 2024. On 2 February 2026, all conditions for the exercise under the Scheme had been satisfied, and the first tranche (representing 33% of the total number of share appreciation rights granted) became exercisable during the period commencing from the first trading day after 24 months from the date of the first Grant (i.e. 2 February 2026) and ending on the last trading day within 36 months from the date of the first Grant.
---
# Report of the Directors
## PRINCIPAL BUSINESS
The Company is a leading wind power and photovoltaic power operator in China and the largest gas-fired heat and power supplier in Beijing as well as an industry-leading clean energy service provider, and involves in wind power, photovoltaic power, gas-fired power and heat energy generation, small-to-medium-sized hydropower, energy storage and other clean energy generation businesses. All electricity generated is sold to local grid companies. Details of the major subsidiaries and associates of the Company are set out in notes 50 and 21 to the Financial Statements, respectively.
## RESULTS
The performance of the Group for the year ended 31 December 2025 are set out in the Consolidated Statement of Profit or Loss and the Consolidated Statement of Profit or Loss and Other Comprehensive Income on pages 97 to 98 of this Annual Report. The audited consolidated financial position of the Group as of 31 December 2025 is set out in the Consolidated Statement of Financial Position on pages 99 to 101 of this Annual Report. The audited consolidated cash flow of the Group for the year ended 31 December 2025 is set out in the Consolidated Statement of Cash Flows on pages 105 to 107 of this Annual Report.
Discussion and analysis about the performance and financial position of the Group are set out in Management Discussion and Analysis of the Annual Report on pages 8 to 25.
## BUSINESS REVIEW
A review of the business of the Group during the year and a discussion on the Group’s future business development are provided on pages 9 to 14 and pages 14 to 18 of this Annual Report. Description of possible risks and uncertainties that the Group may be facing can be found on page 25 of this Annual Report. An analysis of the Group’s performance during the year using financial key performance indicators is provided on pages 18 to 23 of this Annual Report. To the knowledge of the Directors, there has not been any other important event affecting the business of the Group since the end of the financial year.
The Group had no material or major disputes with its suppliers and customers in 2025.
The Group has maintained a satisfactory relationship with the suppliers. The Group gives an annual comprehensive evaluation for suppliers and sets up a warning and no-access mechanism for dishonest suppliers. Besides, the Group implements manufacturing supervision and management for main units, turbine towers and key electrical equipment to guarantee product quality.
The Group has carried out power marketing by continuing to improve power quality, further exploring customers’ needs, analyzing and processing customers’ feedback in a timely manner, and always adhering to the customer-centric concept. It has been maintaining a good relationship with its customers. At the same time, the Group has reduced its corporate cost through comprehensive management of business processes.
---
# Report of the Directors
For the relationship between the Company and the employees, the suppliers and the customers, please refer to the Environmental, Social and Governance Report.
## ENVIRONMENTAL POLICIES AND PERFORMANCE
A discussion on the Group’s environmental policies and performance has been set forth in the Environmental, Social and Governance Report, which has been published on the website of the Hong Kong Stock Exchange.
## COMPLIANCE WITH LAWS AND REGULATIONS
The Company recognises the importance of compliance with regulatory requirements and the risk of non-compliance with such requirements could lead to the termination of operating licenses. The Company has been allocating system and staff resources to ensure ongoing compliance with rules and regulations and to maintain cordial working relationships with regulators through effective communications. During the Reporting Period, the Company has complied, to the best knowledge of Directors, with all relevant rules and regulations that have a significant impact on the Company.
## DIVIDEND POLICY
The Company has adopted a dividend policy that, in recommending or declaring dividends, the Company shall maintain adequate cash reserves for meeting its working capital requirements and future growth as well as its shareholder value. To establish a rational and sustainable shareholders’ return mechanism, stabilize investor expectations and address shareholders’ reasonable expectations for returns, in 2025, the Company formulated the Future Three-Year (2025–2027) Shareholder Dividend Return Plan, which has established a reasonable shareholders’ return mechanism and set forth institutional arrangements for the distribution of the Company’s profits over the next three years, i.e. from 2025 to 2027. For details of the Future Three-Year (2025–2027) Shareholder Dividend Return Plan, please refer to the announcement of the Company dated 22 April 2025, the circular of the Company dated 25 April 2025 and the poll results announcement of the Company dated 16 May 2025.
The Company will give full consideration to the interests of Shareholders and make the implementation of a reasonable profit distribution policy according to business situation of the Company and market condition. The Company’s profit distribution policy shall, to the greatest extent, maintain continuity and stability, and give priority to cash dividends, with the specific profit-sharing ratio to be determined by resolution at the general meeting in accordance with relevant laws and regulations.
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# Report of the Directors
The Board has the discretion to declare and distribute dividends by way of cash or scrip or by other means that the Board considers appropriate to the Shareholders, which is subject to the approval of the general meeting, the Articles of the Association, all applicable laws and regulations and the factors set out below:
- Financial results;
- Cash flow situation;
- Business conditions and strategies;
- Future operations and earnings;
- Capital requirements and expenditure plans;
- Interests of shareholders;
- Any restrictions on payment of dividends; and
- Any other factors that the Board may consider relevant.
The Board will review the dividend policy as appropriate from time to time.
## FINAL DIVIDEND AND 2025 SPECIAL CASH DIVIDEND
The Board resolved to propose to the shareholders of the Company at the annual general meeting for the year ended 31 December 2025 (the “AGM”) to be held on 25 June 2026, for their consideration and approval of the payment of a final dividend of RMB13.77 cents per share (tax inclusive) for the year ended 31 December 2025 (the “2025 Final Dividends”) to the shareholders of the Company, whose names are listed in the register of members of the Company on 2 July 2026, in an aggregate amount of approximately RMB1,135.3 million. In addition, subject to the requirements of the Company’s “Future Three-Year (2025–2027) Shareholder Dividend Return Plan”, the Board is pleased to announce that, in order to better share the Company’s operating results with the shareholders, to commemorate the Company’s 15th anniversary of its listing as well as the launch of “Qingrui (擎睿)”, the first large model for the gas turbine industry, and taking into account the government subsidy receivables received by the Company in 2025, the Board resolved to propose to the shareholders of the Company at the AGM, for their consideration and approval of the payment of a one-off special cash dividend of RMB4.23 cents per share (tax inclusive) for the year ended 31 December 2025 (the “2025 Special Cash Dividends”) to the Shareholders of the Company, whose names are listed in the register of members of the Company on 2 July 2026, in an aggregate amount of approximately RMB348.7 million. Based on the above arrangements, the Board proposed to distribute total dividends of RMB18.00 cents per share (tax inclusive), representing an aggregate total distribution of approximately RMB1,484.0 million. The 2025 Final Dividends and 2025 Special Cash Dividends will be denominated and declared in RMB. Dividends on domestic shares will be paid in RMB and dividends on H shares will be paid in Hong Kong dollars. Subject to the passing of the relevant resolution at the AGM, the 2025 Final Dividends and 2025 Special Cash Dividends are expected to be paid on or around 29 July 2026.
---
# Report of the Directors
Pursuant to the Enterprise Income Tax Law of the People’s Republic of China and its implementation rules, which came into force since 1 January 2008 and other relevant rules, where the Company distributes the proposed 2025 Final Dividends and 2025 Special Cash Dividends to non-resident enterprise shareholders whose names appear on the register of members for H shares of the Company, it is required to withhold enterprise income tax at a rate of 10%.
Pursuant to the Individual Income Tax Law of the People’s Republic of China, the Implementation Regulations of the Individual Income Tax Law of the People’s Republic of China and other relevant laws and regulations, the foreign individuals who are the holders of H shares shall pay individual income tax at a tax rate of 20% upon their receipt of distribution of dividend from domestic enterprises which issued such H shares, which shall be withheld and paid by such domestic enterprises on behalf of such individual H shareholders. However, the Notice of the Ministry of Finance and the State Administration of Taxation on Certain Policies Regarding Individual Income Tax effective from 13 May 1994 (the "**1994 Notice**") grants exemption to foreign individuals from PRC individual income tax on dividend from foreign-invested enterprises. Since the Company has been approved as a "foreign-invested enterprise" since August 2010 as approved by the relevant PRC authorities, the foreign individual shareholders who hold the Company’s H shares and whose names appear on the register of members of H shares of the Company (the "**Foreign Individual H Shareholders**") are not required to pay PRC individual income tax when the Company distributes 2025 Final Dividends and 2025 Special Cash Dividends based on the 1994 Notice. Therefore, the Company will not withhold any amount of the 2025 Final Dividends and 2025 Special Cash Dividends to be distributed to the Foreign Individual H Shareholders to pay the PRC individual income tax.
Pursuant to the Individual Income Tax Law of the People’s Republic of China, the Implementation Regulations of the Individual Income Tax Law of the People’s Republic of China and other relevant laws and regulations, dividends paid by PRC companies to individual investors are subject to a flat personal income tax rate of 20%.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》) (Cai Shui [2014] No. 81) and the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》) (Cai Shui [2016] No. 127), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold individual income tax at the rate of 20%. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the individual income tax payable shall be the same as that for domestic individual investors. For dividends received by domestic corporate investors from investing in shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, such dividends shall be included in the total income of such investors and subject to corporate income tax according to the law. The company of such H shares will not withhold the income tax of dividends for domestic corporate investors and those domestic corporate investors shall declare and pay the relevant tax by themselves. In particular, dividend income earned by domestic resident enterprises that have held H shares for 12 consecutive months is exempt from corporate income tax in accordance with the law.
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# Report of the Directors
Shareholders are recommended to consult their taxation advisors for advice on the PRC, Hong Kong and other tax effects with respect to the holding and disposing of H Shares.
According to the Articles of Association, unless otherwise provided by the relevant laws and regulations, for the payment of cash dividends and other payments in foreign currency, the applicable exchange rates shall be the average selling price announced by the People’s Bank of China for the one calendar week before the declaration date of such cash dividends and other payments.
Other than the above, the Board of Directors does not recommend any distribution of dividend for the year ended 31 December 2025.
## CLOSURE OF REGISTER OF MEMBERS
In order to ascertain shareholders’ entitlement to attend and vote at the AGM and to the proposed 2025 Final Dividends and 2025 Special Cash Dividends, the H share register of members of the Company will be closed from 22 June 2026 to 25 June 2026 (both days inclusive) and on 2 July 2026, respectively, during which periods no transfer of shares will be registered.
In order to qualify for attending and voting at the forthcoming AGM, holders of H shares of the Company shall lodge transfer documents with the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration before 4:30 p.m. on 18 June 2026.
In order to qualify for receiving the proposed 2025 Final Dividends and 2025 Special Cash Dividends (subject to the approval by shareholders of the Company at the forthcoming AGM), holders of H shares of the Company shall lodge transfer documents with the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at the above mentioned address for registration before 4:30 p.m. on 30 June 2026.
## PROPERTY, PLANT AND EQUIPMENT
Details of movements in property, plant and equipment of the Group during the year are set out in note 16 to the Financial Statements.
## RESERVES
Details of movements in the reserves of the Group during the year are set out in Consolidated Statement of Changes in Equity. The Company’s reserves available for distribution to shareholders as at 31 December 2025 represent the retained profits of approximately RMB15,280.6 million (2024: RMB13,671.7 million).
## DONATIONS
During the Reporting Period, the Group made external donations of approximately RMB15.3 million (excluding personal donations of employees).
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# Report of the Directors
## BANK AND OTHER BORROWINGS
Details of bank and other borrowings of the Group as at 31 December 2025 are set out in note 34 to the Financial Statements.
## DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Part of the information of the Directors, Supervisors and senior management of the Company for the year ended 31 December 2025 and as of the Latest Practicable Date is illustrated below.
| Name | Title in the Company | Date of Appointment or Re-election |
| :--- | :--- | :--- |
| CHEN Dayu | Executive Director and Chairman of the Board | 19 February 2021/ 25 April 2024 |
| LI Minghui | Executive Director and general manager | 29 August 2023/25 April 2024 |
| ZHANG Wei | Executive Director, deputy general manager, secretary of the Board and joint company secretary | 29 August 2023/23 April 2023/ 20 June 2023/20 June 2023 |
| ZHOU Jianyu | Non-executive Director | 6 September 2022 |
| SONG Zhiyong(1) | Non-executive Director | 29 March 2022 |
| GUO Yao(2) | Non-executive Director | 23 December 2025 |
| ZHANG Yi | Non-executive Director | 6 September 2022 |
| ZHAO Jie | Independent non-executive Director | 24 June 2021 |
| WANG Hongxin | Independent non-executive Director | 29 August 2023 |
| QIN Haiyan | Independent non-executive Director | 29 August 2023 |
| HU Zhiying | Independent non-executive Director | 29 August 2023 |
| SUN Li(3) | Chairman of the Board of Supervisors and Supervisor | 29 October 2024/25 September 2020 |
| LIU Guoli(4) | Supervisor | 19 November 2024 |
| QIN Yi(5) | Supervisor | 29 August 2023 |
| FANG Xiujun(6) | Deputy general manager and chief accountant | 10 May 2022/25 May 2018 |
| WANG Gang | Deputy general manager | 25 May 2018 |
| ZHAO Jianbo | Deputy general manager | 21 November 2023 |
| GAO Yanqing | Deputy general manager | 23 July 2024 |
| FAN Huaying(7) | Deputy general manager and chief accountant | 28 September 2025 |
**Notes:**
| | |
| :--- | :--- |
| (1) | The resignation of Mr. SONG Zhiyong as a non-executive Director took effect on 23 December 2025. |
| (2) | The appointment of Mr. GUO Yao as a non-executive Director took effect on 23 December 2025. |
| (3) | The cessation of Mr. SUN Li as a Supervisor and the chairman of the Board of Supervisors took effect on 18 June 2025. |
| (4) | The cessation of Mr. LIU Guoli as a Supervisor took effect on 18 June 2025. |
| (5) | The cessation of Ms. QIN Yi as a Supervisor took effect on 18 June 2025. |
| (6) | The resignation of Ms. FANG Xiujun as a deputy general manager and the chief accountant took effect on 28 September 2025. |
| (7) | The appointment of Ms. FAN Huaying as a deputy general manager and the chief accountant took effect on 28 September 2025. |
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# Report of the Directors
The Company has received an annual confirmation of independence from each of the independent non-executive Directors pursuant to Rule 3.13 of the Listing Rules, and considers all the independent non-executive Directors to be independent.
## BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
The biographical details of Directors and senior management of the Company are set out on pages 28 to 36 of the Annual Report. Save as disclosed, there is no other relevant information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules during the Reporting Period and up to the Latest Practicable Date.
## SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS
The Company has entered into service contracts with the Directors, major terms of which include that (1) the tenure of each Director shall continue till the expiration of the term of the current session of the Board of Directors; and (2) the tenure may be terminated in accordance with respective terms of the contract. The service contracts may be renewed under the Articles of Association and applicable rules.
During the terms of office of the Supervisors, the Company has entered into contracts with the Supervisors in respect of, among others, compliance with relevant laws and regulations as well as the Articles of Association.
Save as disclosed above, none of the Directors or Supervisors has entered into a contract of service with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.
## EMOLUMENTS OF DIRECTORS
Details of the emoluments of the Directors of the Company are set out in note 13 to the Financial Statements. The emoluments of the Directors are determined by the Remuneration and Nomination Committee based on the experience and duties of the Directors.
The emoluments of the executive Directors are paid by the Company for their services provided in relation to the affair management of the Group; no emoluments are paid by the Company to the non-executive Directors; and the emoluments paid by the Company to the independent non-executive Directors are determined based on their experiences and the level of industry peers.
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# Report of the Directors
Details of the emoluments of each senior management of the Company (excluding Directors who also hold executive positions) in 2025 are set out below:
| | Number of employees in 2025 |
| :--- | :---: |
| Nil to HK$1,000,000 | 1 |
| HK$1,000,001 to HK$2,000,000 | 1 |
| HK$2,000,001 to HK$2,500,000 | 3 |
## DIRECTORS’ AND SUPERVISORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS
At the end of the year of 2025 or at any time during the year, there were no transactions, arrangements or contracts of significance to which the Company or any of its subsidiaries was a party, and in which any Director or Supervisor or any entity connected with the Director or Supervisor had a material interest, directly or indirectly.
## ARRANGEMENT TO PURCHASE SHARES OR DEBENTURES
At no time during the year was the Company, its holding company, any of its subsidiaries or fellow subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
## DIRECTORS’ INTERESTS IN COMPETING BUSINESS
In 2025, none of the Directors or their associates had any interests in any business that constitutes or may constitute direct or indirect competition with the Company’s businesses.
## INTERESTS AND SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 31 December 2025, no Director or chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including those taken or deemed as their interests and short position in accordance with such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.
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# Report of the Directors
### SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES
As at 31 December 2025, to the knowledge of the Directors of the Company, the persons (other than a Director or chief executive of the Company) who have an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO and as recorded in the register required to be kept under Section 336 of the SFO were as follows:
Note: (L) – Long position
| Name of shareholders | Types of Shares | Capacity | Number of shares/underlying shares held | Percentage of relevant class of share capital (%) | Percentage of total share capital (%) |
| :--- | :--- | :--- | :--- | :---: | :---: |
| BEH (Note 1 and Note 2) | Domestic share | Beneficial interest and interest of a controlled corporation | 5,190,483,053 (L) | 95.86 | 62.96 |
| | H share | Interest of a controlled corporation | 471,612,800 (L) | 16.67 | 5.72 |
| BSCOMC (Note 1 and Note 2) | Domestic share | Beneficial interest and interest of a controlled corporation | 5,414,831,344 (L) | 100.00 | 65.68 |
| | H share | Interest of a controlled corporation | 471,612,800 (L) | 16.67 | 5.72 |
| Beijing Energy Investment (Note 2) | H share | Beneficial interest | 471,612,800 (L) | 16.67 | 5.72 |
| Beijing Enterprises Holdings Limited (Note 3) | H share | Interest of a controlled corporation | 196,964,000 (L) | 6.96 | 2.39 |
| Beijing Enterprises Energy Technology Investment Co., Limited (Note 3) | H share | Beneficial interest | 196,964,000 (L) | 6.96 | 2.39 |
| Central Huijin Investment Ltd. (Note 4) | H share | Interest of a controlled corporation | 656,036,000 (L) | 23.18 | 7.96 |
| China Reinsurance (Group) Corporation (Note 4) | H share | Beneficial interest and interest of a controlled corporation | 656,036,000 (L) | 23.18 | 7.96 |
| China Property & Casualty Reinsurance Company Ltd. (Note 4) | H share | Beneficial interest | 196,704,000 (L) | 6.95 | 2.39 |
Notes:
1. BEH directly held 5,174,447,731 domestic shares of the Company. BDHG, a wholly-owned subsidiary of BEH, directly held 16,035,322 domestic shares of the Company. In accordance with the SFO, BEH was deemed to be interested in 16,035,322 domestic shares held by BDHG. As such, BEH had/was deemed to be interested in an aggregate of 5,190,483,053 domestic shares of the Company.
BSCOMC directly held 224,348,291 domestic shares of the Company. As far as the Company is aware, BEH was wholly-owned by BSCOMC. In accordance with the SFO, BSCOMC had/was deemed to be interested in an aggregate of 5,414,831,344 domestic shares of the Company.
2. Beijing Energy Investment directly held 471,612,800 H Shares of the Company. As far as the Company is aware, Beijing Energy Investment was wholly-owned by BEH, while BEH was wholly-owned by BSCOMC. In accordance with the SFO, BEH and BSCOMC were deemed to be interested in 471,612,800 H Shares held by Beijing Energy Investment.
---
3. Beijing Enterprises Energy Technology Investment Co., Limited directly held 196,964,000 H Shares of the Company. As far as the Company is aware, Beijing Enterprises Energy Technology Investment Co., Limited was wholly-owned by Beijing Enterprises Holdings Limited. In accordance with the SFO, Beijing Enterprises Holdings Limited was deemed to be interested in 196,964,000 H Shares held by Beijing Enterprises Energy Technology Investment Co., Limited.
4. China Property & Casualty Reinsurance Company Ltd. directly held interests in 196,704,000 H Shares of the Company. China Reinsurance (Group) Corporation held direct interests in 459,332,000 H Shares of the Company. As far as the Company is aware, China Property & Casualty Reinsurance Company Ltd. was wholly-owned by China Reinsurance (Group) Corporation, while 71.56% interests of China Reinsurance (Group) Corporation was owned by Central Huijin Investment Ltd. In accordance with the SFO, China Reinsurance (Group) Corporation and Central Huijin Investment Ltd. were deemed to have interests in 656,036,000 H Shares of the Company.
## MANAGEMENT CONTRACT
No contract (as defined in Section 543 of the Companies Ordinance (Cap. 622)) concerning the management and administration of all or any substantial part of our business was entered into by the Company or existed in 2025.
## CONTRACT OF SIGNIFICANCE
Save as disclosed in this Annual Report, at no time during the year had the Company or any of its subsidiaries entered into any contract of significance with the controlling shareholder (as defined in the Listing Rules) or any of its subsidiaries, nor had any contract of significance been entered into for the services provided by the controlling shareholder or any of its subsidiaries to the Company or any of its subsidiaries.
## CONNECTED TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONS
The Group has conducted certain non-exempt continuing connected transactions during the year.
Pursuant to the announcements of the Company dated 8 November 2022, 23 July 2024 and 5 September 2024, the Company obtained approval from the Board of the Company on other financial services under items 1 to 3, item 5 and item 8 as well as the transactions and annual caps under item 9, item 10, item 12 and item 14 for the year 2023, 2024 and 2025.
Pursuant to the announcement of the Company dated 29 December 2022, the Company obtained approval from the extraordinary general meeting of the Company on the transactions and annual caps under the deposit services under item 4, item 6, item 7 and item 8 as well as item 11 and item 13 for the year 2023, 2024 and 2025.
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# Report of the Directors
| Connected transactions under | Connected persons | Annual caps for 2025 (RMB million) | Actual transaction value in 2025 (RMB million) |
| :--- | :--- | :--- | :--- |
| 1. Framework Equipment Maintenance Agreement | BEH | 270.0 | 108.4 |
| 2. Framework Service Agreement | BEH | 290.0 | 194.2 |
| – property management services | | 130.0 | 95.8 |
| – administration services | | 160.0 | 98.4 |
| 3. EPC Framework Agreement | BEH | 26.5 | 2.5 |
| 4. Framework Heat Sale and Purchase Agreement | BEH | 2,351.8 | 1,773.3 |
| 5. Equipment Purchase Framework Agreement | BEH | 160.0 | – |
| 6. Finance Leasing Framework Agreement (I) | Beijing Jingneng Leasing | 1,000.0 | – |
| 7. Finance Leasing Framework Agreement (II) | Shenzhen Jingneng Leasing | 3,000.0 | 1,970.6 |
| 8. Financial Services Framework Agreement | BEH Finance | | |
| – deposit services | | 11,000.0 | 9,202.8 |
| – loan services (Note 1) | | N/A | N/A |
| – other financial services | | 15.0 | – |
| 9. Property Lease Framework Agreement | BEH | 70.1 | 41.4 |
| 10. Property Lease Framework Agreement (II) | BEH | 40.0 | 13.3 |
| 11. Finance Leasing Business Framework Agreement | BEH | 2,500.0 | 1,422.2 |
| 12. Operation Management Services Framework Agreement | Beijing Jingneng Leasing | 33.0 | 10.2 |
| 13. Financial Assistance Framework Agreement | Shenzhen Jingneng Leasing | 7,500.0 | 510 |
| 14. Integrated Energy Supply Services Framework Agreement | BEH | 65.0 | 20.5 |
Note 1: Given the loan services provided by BEH Finance to the Group are on normal commercial terms which are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, and that no security over the assets of the Group will be granted in respect of such loan services, the loan services are exempt from reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. As such, no cap has been set for such services.
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# Report of the Directors
## Continuing Connected Transactions between the Group and BEH and its Associates
BEH, a controlling shareholder of the Company, directly and indirectly held 68.68% of the total issued share capital of the Company as at 31 December 2025.
BEH Finance is a non-wholly-owned subsidiary of BEH. Beijing Jingneng Leasing is a wholly-owned subsidiary of BEH.
Beijing Jingneng Power Co., Ltd. (“**Jingneng Power**”) is owned as to approximately 66.73% by BEH. Beijing Energy International Holding Co., Ltd. (“**Beijing Energy International**”) is owned as to approximately 32.64% by Beijing Energy Investment, a wholly-owned subsidiary of BEH.
Jingneng (Chifeng) Energy Development Co., Ltd. (京能(赤峰)能源發展有限公司) is a non-wholly-owned subsidiary of Jingneng Power.
Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) and Shanxi Jingneng Power Sales Co., Ltd. (山西京能售電有限責任公司) are wholly-owned subsidiaries of Jingneng Power.
Beijing Jingneng Digital Technology Co., Ltd. (北京京能數字科技有限公司) and Beijing Jingneng Haibei Computing Technology Co., Ltd. (北京京能海北算力科技有限公司) are indirect wholly-owned subsidiaries of BEH.
Guodian Technology Zuozhongqi Photovoltaic Power Generation Co., Ltd. (國電科左中旗光伏發電有限公司), Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) are indirect non-wholly-owned subsidiaries of Beijing Energy International.
Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) is owned as to 80% by BEI Energy Development (Beijing) Co., Ltd. (京能國際能源發展(北京)有限公司), an indirect wholly-owned subsidiary of Beijing Energy International, and 20% by Tongliao Xintong Energy Development Group Co., Ltd. (通遼市新通能源發展集團有限公司), which is indirectly wholly-owned by the Tongliao State-owned Assets Supervision and Administration Commission (通遼市國有資產監督管理委員會).
Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) is owned as to 90% by BEI Energy Development (Beijing) Co., Ltd. (京能國際能源發展(北京)有限公司), an indirect wholly-owned subsidiary of Beijing Energy International, and 10% by Tongliao Henglong New Energy Co., Ltd. (通遼恆龍新能源有限公司), a non-wholly-owned subsidiary of Longma Holding Group Co., Ltd. (龍馬控股集團有限公司).
Fuxin Shengbu Solar Power Generation Co., Ltd. (阜新市盛步太陽能發電有限公司) and Beijing Jingneng International Integrated Smart Energy Co., Ltd. (北京京能國際綜合智慧能源有限公司) are indirect wholly-owned subsidiaries of Beijing Energy International.
Pursuant to the Listing Rules, BEH and its associates are connected persons of the Company.
The Company and BEH and its associates entered into several framework agreements in respect of the continuing connected transactions between them, so as to regulate the continuing connected transactions carried out between the parties. Details of such connected transactions are set out below:
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# Report of the Directors
## Framework Equipment Maintenance Agreement between BEH and the Company
The Company and BEH entered into the Framework Equipment Maintenance Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to the expiration of such agreement on 31 December 2019 and the Company’s continuous demand for equipment maintenance service, the Company entered into the new Framework Equipment Maintenance Agreement with BEH on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. As the Framework Equipment Maintenance Agreement entered into on 16 October 2019 expired on 31 December 2022 and due to the continuous demand for equipment maintenance services of the Company, on 8 November 2022, the Company and BEH entered into a new Framework Equipment Maintenance Agreement. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. As the Framework Equipment Maintenance Agreement entered into on 8 November 2022 expired on 31 December 2025 and due to the continuous demand for equipment maintenance services of the Company, the Company entered into the new Framework Equipment Maintenance Agreement with BEH on 12 November 2025. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the annual caps for the Framework Equipment Maintenance Agreement for each of the three years ending 31 December 2028 will all be RMB200 million. The transactions and annual caps under the Framework Equipment Maintenance Agreement have been approved by the Board on 12 November 2025.
## Framework Service Agreement between BEH and the Company
The Company and BEH entered into the Framework Service Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to the expiration of such agreement on 31 December 2019 and the Company’s continuous demand for (i) property management services, including cleaning, security and catering services, and (ii) administration services, the Company entered into the new Framework Service Agreement with BEH on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. As the Framework Service Agreement entered into on 16 October 2019 expired on 31 December 2022 and due to the Company’s continuous demand for property management services and administration services, on 8 November 2022, the Company and BEH entered into the new Framework Service Agreement. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. Taking into account the Company’s current business operation needs of property management services and administration services, the Company expects the original annual caps under the Framework Service Agreement to be insufficient. On 5 September 2024, the Board resolved to adjust the original annual caps for such continuing connected transactions under the Framework Service Agreement for each of the two years ending 31 December 2025 from RMB90 million and RMB95 million to RMB120 million and RMB130 million, respectively, for property management services, and from RMB90 million and RMB95 million to RMB160 million for both year for administration services. As the Framework Service Agreement entered into on 8 November 2022 expired on 31 December 2025 and due to the Company’s continuous demand, on 12 November 2025, the Company and BEH entered into the new Framework Service Agreement. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that, for each of the three years ending 31 December 2028, the annual caps for property management services will be RMB210 million, RMB220 million and RMB230 million, respectively; the annual caps for administration services will all be RMB160 million; and the annual caps for operation and maintenance services will be RMB240 million, RMB250 million and RMB260 million, respectively. The transactions and annual caps under the Framework Service Agreement have been approved by the Board on 12 November 2025.
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# Report of the Directors
## EPC Framework Agreement between BEH and the Company
The Company and BEH entered into the EPC Framework Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to the expiration of such agreement on 31 December 2019 and the Company’s continuous demand for energy performance contracting services, the Company entered into the new EPC Framework Agreement with BEH on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. As the EPC Framework Agreement entered into on 16 October 2019 expired on 31 December 2022 and due to the Company’s continuous demand for energy performance contracting services, on 8 November 2022, the Company and BEH entered into the new EPC Framework Agreement. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. As the EPC Framework Agreement entered into on 8 November 2022 expired on 31 December 2025 and due to the Company’s continuous demand for energy performance contracting services, on 12 November 2025, the Company and BEH entered into the new EPC Framework Agreement. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the annual caps for the EPC Framework Agreement for each of the three years ending 31 December 2028 will all be RMB26.5 million. The transactions and annual caps under the EPC Framework Agreement have been approved by the Board on 12 November 2025.
## Framework Heat Sale and Purchase Agreement between BEH and the Company
The Company and BDHG entered into the Framework Heat Sale Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to BEH and its associates’ continuous demand for purchasing heat generated by the Group, the Company and BEH (instead of BDHG) entered into the new Framework Heat Sale Agreement on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. As the Framework Heat Sale Agreement entered into on 16 October 2019 expired on 31 December 2022 and due to BEH and its associates’ continuous demand for purchasing heat generated by the Group, on 8 November 2022, the Company and BEH entered into a new Framework Heat Sale and Purchase Agreement. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. As the Framework Heat Sale and Purchase Agreement entered into on 8 November 2022 expired on 31 December 2025 and due to BEH and its associates’ continuous demand for purchasing heat generated by the Group, on 12 November 2025, the Company and BEH entered into the new Framework Heat Sale and Purchase Agreement. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the annual caps for the Framework Heat Sale and Purchase Agreement for each of the three years ending 31 December 2028 will all be RMB2,351.8 million. The transactions and annual caps under the new Framework Heat Sale and Purchase Agreement have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025.
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# Report of the Directors
### Equipment Purchase Framework Agreement between BEH and the Company
The Company and BEH entered into the Equipment Purchase Framework Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to the expiration of such agreement on 31 December 2019 and the Company’s increasing demand for purchasing more equipment, the Company entered into the new Equipment Purchase Framework Agreement with BEH on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. As the Equipment Purchase Framework Agreement entered into on 16 October 2019 expired on 31 December 2022 and due to the Company’s continuous demand for purchasing equipment, on 8 November 2022, the Company and BEH entered into the new Equipment Purchase Framework Agreement. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. The transactions and annual caps under the Equipment Purchase Framework Agreement have been approved by the Board on 8 November 2022.
No amount was incurred for this transaction in 2025 due to the change in procurement model of the Group.
### Finance Leasing Framework Agreement (I) between the Company and Beijing Jingneng Leasing
To expand its financing channels, the Company entered into the Finance Lease Framework Agreement with Beijing Jingneng Leasing on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. To avoid large amount of capital expenditure for the purchase of the large machinery equipment, the Company entered into the new Finance Lease Framework Agreement with BEH (instead of Beijing Jingneng Leasing) on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. Considering the business needs of the Company for the direct leasing services under the Finance Lease Framework Agreement, the Company entered into a supplemental finance lease business framework agreement with BEH on 28 September 2021 to revise the original caps under the Finance Lease Framework Agreement of RMB450 million per year to RMB2,000 million for the year ending 31 December 2021 and RMB3,000 million for the year ending 31 December 2022. The supplemental agreement and the revised caps have been approved by the Shareholders on 22 December 2021. As the Finance Lease Framework Agreement entered into between the Company and BEH expired on 31 December 2022, on 8 November 2022, the Company and Beijing Jingneng Leasing (instead of BEH) entered into a new finance leasing framework agreement (the “Finance Leasing Framework Agreement (I)”). The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. The transactions and annual caps under the Finance Leasing Framework Agreement (I) have been approved at the fourth extraordinary general meeting of 2022 of the Company on 29 December 2022. As the Finance Leasing Framework Agreement (I) entered into on 8 November 2022 expired on 31 December 2025 and due to the Company’s continuous demand, on 12 November 2025, the Company and Beijing Jingneng Leasing entered into the new Finance Leasing Framework Agreement (I). The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the annual caps for the Finance Leasing Framework Agreement (I) for each of the three years ending 31 December 2028 will all be RMB1,000 million. The transactions and annual caps under the Finance Leasing Framework Agreement (I) have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025.
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# Report of the Directors
### Financial Services Framework Agreement between BEH Finance and the Company
The Company and BEH Finance entered into the Financial Services Framework Agreement on 25 October 2016. The term of such agreement is three years commencing from 1 January 2017 and ending on 31 December 2019. Due to the expiration of such agreement on 31 December 2019 and the Company’s increasing demand for financial services (deposit services, loan services and other financial services), the Company entered into the new Financial Services Framework Agreement with BEH Finance on 16 October 2019. The term of such new agreement is three years commencing from 1 January 2020 and ending on 31 December 2022. Considering the needs of the Company and the fact that Shenzhen Jingneng Leasing has become a subsidiary of the Company, the original annual cap might not be sufficient. On 27 July 2022, the Company entered into a supplemental agreement with BEH Finance to revise the annual cap for the deposit services for the year ending 31 December 2022 from RMB5,000 million to RMB6,500 million. The supplemental agreement and the revised cap have been approved at the third extraordinary general meeting of 2022 on 6 September 2022. As the Financial Services Framework Agreement entered into on 16 October 2019 and its supplemental agreement entered into on 27 July 2022 expired on 31 December 2022 and due to the increasing demand of the Company for financial services, the Company entered into a new Financial Services Framework Agreement with BEH Finance on 8 November 2022. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. As the Financial Services Framework Agreement entered into on 8 November 2022 expired on 31 December 2025 and due to the Company’s continuous demand for financial services, the Company entered into the new Financial Services Framework Agreement with BEH Finance on 12 November 2025. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that, for each of the three years ending 31 December 2028, the proposed annual caps for deposit services will be RMB12,000 million, RMB13,500 million and RMB15,000 million, respectively; and the proposed annual caps for other financial services will all be RMB5.0 million. Given the loan services provided by BEH Finance to the Group are on normal commercial terms which are similar to or not less favourable than those offered by independent third parties for comparable services in the PRC, and that no security over the assets of the Group will be granted in respect of such loan services, the loan services are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As such, no cap has been set for such loan services. The deposit services under the new Financial Services Framework Agreement and their annual caps have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025. The other financial service and its annual caps under the Financial Service Framework Agreement have been approved by the Board on 12 November 2025.
### Property Lease Framework Agreement between BEH and the Company
The Company leases properties from BEH and/or its associates, in respect of which the Company and BEH entered into the Property Lease Framework Agreement on 19 March 2014. The term of such agreement is twenty years commencing on the listing date of the Company. On 16 October 2019, the Board resolved to set the annual caps for such continuing connected transactions under the Property Lease Framework Agreement for the three years ending 31 December 2022. On 8 November 2022, the Board resolved to set the annual caps for such continuing connected transactions under the Property Lease Framework Agreement for the three years ending 31 December 2025 to be RMB60.1 million. Taking into account the demand for property leasing in connection with the Company’s business operations, the Company expects the original annual caps under the Property Lease Framework Agreement to be insufficient. On 23 July 2024, the Board resolved to adjust the original annual caps for such continuing connected transactions under the Property Lease Framework Agreement for each of the two years ending 31 December 2025 from RMB60.1 million to RMB70.1 million. On 12 November 2025, the Board resolved to set the annual caps for such continuing connected transactions under the Property Lease Framework Agreement for the three years ending 31 December 2028 to be RMB70.1 million for each year.
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# Report of the Directors
### Property Lease Framework Agreement (II) between BEH and the Company
On 5 September 2024, in the ordinary and usual course of business, the Company and BEH entered into the Property Lease Framework Agreement (II), pursuant to which the Company has agreed to lease properties to BEH and/or its associates. The Property Lease Framework Agreement (II) shall come into effect upon signing by the legal representatives or authorized representatives of the Company and BEH (i.e. on 5 September 2024) and shall expire on 31 December 2025. As the Property Lease Framework Agreement (II) entered into on 5 September 2024 expired on 31 December 2025, the Company entered into the new Property Lease Framework Agreement (II) with BEH on 12 November 2025. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the proposed annual caps for the Property Lease Framework Agreement (II) for each of the three years ending 31 December 2028 will all be RMB40.0 million. The transactions and annual caps under the Property Lease Framework Agreement (II) have been approved by the Board on 12 November 2025.
### Finance Leasing Business Framework Agreement between BEH and the Company
On 27 July 2022, Shenzhen Jingneng Leasing and BEH entered into the SZ Finance Leasing Framework Agreement. Pursuant to the agreement, Shenzhen Jingneng Leasing will provide finance leasing services, including sale and leaseback services and direct finance leasing services, to BEH and/or its associates and receive rental income from BEH and/or its associates for the provision of such finance leasing services. The proposed annual cap for the provision of finance leasing services by Shenzhen Jingneng Leasing to BEH and/or its associates is RMB2,500 million. The SZ Finance Leasing Framework Agreement and its annual cap have been approved at the third extraordinary general meeting of 2022 of the Company on 6 September 2022. As the SZ Finance Leasing Framework Agreement expired on 31 December 2022, the Company (instead of Shenzhen Jingneng Leasing) and BEH entered into a new finance leasing business framework agreement (the "Finance Leasing Business Framework Agreement") on 8 November 2022. The term of such new agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. The Finance Leasing Business Framework Agreement and its annual cap have been approved at the fourth extraordinary general meeting of 2022 of the Company on 29 December 2022. As the Finance Leasing Business Framework Agreement entered into on 8 November 2022 expired on 31 December 2025, the Company and BEH entered into the new Finance Leasing Business Framework Agreement on 12 November 2025. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the proposed annual caps for the Finance Leasing Business Framework Agreement for each of the three years ending 31 December 2028 will be RMB2,400 million, RMB1,800 million and RMB1,700 million, respectively (including principal, interest payment and other fees, if any). The Finance Leasing Business Framework Agreement and its annual caps have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025.
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# Report of the Directors
## Integrated Energy Supply Framework Agreement between BEH and the Company
On 5 September 2024, in the ordinary and usual course of business, the Company and BEH entered into the Integrated Energy Supply Framework Agreement, pursuant to which the Group has agreed to provide and BEH and/or its associates have agreed to purchase various energy (including cooling, heating, electricity and water) from the Group. The Integrated Energy Supply Framework Agreement shall come into effect upon signing by the legal representatives or authorized representatives of the Company and BEH (i.e. on 5 September 2024) and shall expire on 31 December 2025. As the Integrated Energy Supply Framework Agreement entered into on 5 September 2024 expired on 31 December 2025, the Company entered into the new Integrated Energy Supply Framework Agreement with BEH on 12 November 2025. The term of such new agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. The Company estimates that the proposed annual caps for the Integrated Energy Supply Framework Agreement for each of the three years ending 31 December 2028 will be RMB120 million, RMB125 million and RMB130 million, respectively. The transactions and annual caps under the Integrated Energy Supply Framework Agreement have been approved by the Board on 12 November 2025.
## Engineering Construction Framework Agreement between BEH and the Company
On 12 November 2025, in the ordinary and usual course of business, the Company and BEH entered into the Engineering Construction Framework Agreement. The term of such agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. Pursuant to the agreement, the Group has agreed to engage BEH and/or its associates to provide engineering design and construction services for the Group’s construction projects, including the contracting and/or subcontracting of electrical engineering, construction engineering, municipal engineering and other ancillary works. The Engineering Construction Framework Agreement shall come into effect upon signing by the legal representatives or authorized representatives of the Company and BEH (i.e. on 12 November 2025) and shall expire on 31 December 2028. The Company estimates that the proposed annual caps for the Engineering Construction Framework Agreement for each of the three years ending 31 December 2028 will be RMB550 million, RMB600 million and RMB650 million, respectively. The transactions and annual caps under the Engineering Construction Framework Agreement have been approved by the Board on 12 November 2025.
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# Report of the Directors
### Power Sales Framework Agreement between BEH and the Company
On 27 February 2026, the Company and BEH entered into the Power Sales Framework Agreement. The agreement shall come into effect upon signing by the legal representatives or authorized representatives of the Company and BEH (i.e. 27 February 2026) and shall expire on 31 December 2028. Pursuant to the Power Sales Framework Agreement, the Company has agreed to provide electricity generated and/or power generation rights to BEH and/or its associates. The Company estimates that the annual caps for the power sales services under the Power Sales Framework Agreement for each of the three years ending 31 December 2028 will be RMB760 million, RMB780 million and RMB820 million, respectively. The transactions and annual caps under the Power Sales Framework Agreement have been approved by the Board on 27 February 2026.
### Power Purchase Framework Agreement between BEH and Company
On 27 February 2026, the Company and BEH entered into the Power Purchase Framework Agreement. The agreement shall come into effect upon signing by the legal representatives or authorized representatives of the Company and BEH (i.e. 27 February 2026) and shall expire on 31 December 2028. Pursuant to the Power Purchase Framework Agreement, BEH and/or its associates have agreed to provide electricity generated and/or power generation rights to the Group. The Company estimates that the annual caps for the power purchase services under the Power Purchase Framework Agreement for each of the three years ending 31 December 2028 will be RMB30 million, RMB50 million and RMB80 million, respectively. The transactions and annual caps under the Power Purchase Framework Agreement have been approved by the Board on 27 February 2026.
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# Report of the Directors
### Power Sales Agreements between the associates of BEH and the Company
In November and December 2024 and in 2025, certain subsidiaries of the Group entered into certain Power Sales Agreements with the associates of BEH for the sales of power through bilateral negotiations and via power trading platforms operated by power trading institutions, with a total contract value of RMB349.85 million. The agreements include the power sales agreement entered into between Inner Mongolia Jingneng Wulan Yiligeng Wind Power Generation Co., Ltd. (內蒙古京能烏蘭伊力更風力發電有限責任公司) and Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) on 2 January 2025; the power sales agreements entered into between Shangyi County Xulan New Energy Technology Co., Ltd. (尚義縣旭藍新能源科技有限公司) and Jingneng Power on 26 February 2025 and 16 May 2025; the power sales agreement entered into between Bayannur Jingneng Clean Energy Power Co., Ltd. (巴彥淖爾京能清潔能源電力有限公司) and Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) on 2 January 2025; the power sales agreements entered into between Zhangbei Rongzhi Xinyuan Electric Power Co., Ltd. (張北融智新源電力有限公司) and Jingneng Power on 26 February 2025 and 16 May 2025; the power sales agreement entered into between Inner Mongolia Jingneng Wengong Ula Wind Power Generation Co., Ltd. (內蒙古京能文貢烏拉風力發電有限公司) and Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) on 2 January 2025; the power sales agreement entered into between Inner Mongolia Jingneng Sunite Wind Power Generation Co., Ltd. (內蒙古京能蘇尼特風力發電有限公司) and Jingneng Power on 18 December 2024; the power sales agreement entered into between Beijing Jingneng New Energy Co., Ltd. Huiteng Xile Wind Power Branch (北京京能新能源有限公司輝騰錫勒風電分公司) and Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) on 2 January 2025; the power sales agreement entered into between Jianhu Jingneng New Energy Co., Ltd. (建湖京能新能源有限公司) and Beijing Jingneng Digital Technology Co., Ltd. (北京京能數字科技有限公司) on 20 December 2024; the power sales agreement entered into between Xilinguole Jixianghuaya Wind Power Co., Ltd. (錫林郭勒吉相華亞風力發電有限責任公司) and Inner Mongolia Jingneng Energy Service Co., Ltd. (內蒙古京能能源服務有限公司) on 2 January 2025; the power sales agreement entered into between Kangbao Xinjing Clean Energy Co., Ltd. (康保新京清潔能源有限公司) and Jingneng Power on 26 February 2025; the power sales agreements entered into between Datong Jingneng New Energy Co., Ltd. (大同京能新能源有限公司) and Shanxi Jingneng Power Sales Co., Ltd. (山西京能售電有限責任公司) on 20 May 2025, 22 July 2025, 22 August 2025, 22 September 2025 and 21 October 2025; the power sales agreements entered into between Hunyuan Jingjing New Energy Co., Ltd. (渾源京晶新能源有限公司) and Shanxi Jingneng Power Sales Co., Ltd. (山西京能售電有限責任公司) on 20 June 2025, 22 July 2025, 22 August 2025, 22 September 2025, 21 October 2025 and 20 November 2025; the power sales agreements entered into between Shouyang Jingshou Photovoltaic Power Generation Co., Ltd. (壽陽京壽光伏發電有限公司) and Shanxi Jingneng Power Sales Co., Ltd. (山西京能售電有限責任公司) on 20 May 2025, 22 July 2025, 22 August 2025, 22 September 2025, 21 October 2025 and 20 November 2025; the power sales agreement entered into between Zuoyun Jingneng Wind Power Co., Ltd. Liangcheng Branch (左雲京能風力發電有限責任公司涼城分公司) and Shanxi Jingneng Power Sales Co., Ltd. (山西京能售電有限責任公司) on 22 September 2025; the power sales agreement entered into between Shangyi Jingneng New Energy Co., Ltd. (尚義京能新能源有限公司) and Jingneng Power on 16 May 2025; the power sales agreements entered into between Inner Mongolia Jingneng Ulan Wind Power Generation Co., Ltd. (內蒙古京能烏蘭風力發電有限公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) on 23 January 2025, 23 April 2025, 29 August 2025, 13 November 2025, 28 November 2025 and 25 December 2025; the power sales agreements entered into between Inner Mongolia Jingneng Ulan Wind Power Generation Co., Ltd. (內蒙古京能烏蘭風力發電有限公司) and Jingneng (Chifeng) Energy Development Co., Ltd. (京能（赤峰）能源發展有限公司) on 21 February 2025, 2
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## Report of the Directors
April 2025, 10 April 2025 and 22 September 2025; the power sales agreements entered into between Inner Mongolia Jingneng Ulan Wind Power Generation Co., Ltd. (內蒙古京能烏蘭風力發電有限公司) and Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) on 23 January 2025, 24 March 2025, 4 November 2025, 28 November 2025 and 25 December 2025; the power sales agreements entered into between Inner Mongolia Jingneng Huolin Gol Wind Power Generation Co., Ltd. (內蒙古京能霍林郭勒風力發電有限責任公司) and Jingneng (Chifeng) Energy Development Co., Ltd. (京能（赤峰）能源發展有限公司) on 21 February 2025, 2 April 2025 and 10 April 2025; the power sales agreements entered into between Inner Mongolia Jingneng Huolin Gol Wind Power Generation Co., Ltd. (內蒙古京能霍林郭勒風力發電有限責任公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) on 23 January 2025, 24 March 2025, 23 April 2025, 29 August 2025, 13 November 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Huolin Gol Wind Power Generation Co., Ltd. (內蒙古京能霍林郭勒風力發電有限責任公司) and Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) on 23 January 2025, 23 April 2025, 4 November 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Balinyou Wind Power Generation Co., Ltd. (內蒙古京能巴林右風力發電有限責任公司) and Jingneng (Chifeng) Energy Development Co., Ltd. (京能（赤峰）能源發展有限公司) on 21 February 2025 and 10 April 2025; the power sales agreements entered into between Inner Mongolia Jingneng Balinyou Wind Power Generation Co., Ltd. (內蒙古京能巴林右風力發電有限責任公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) on 23 January 2025, 24 March 2025, 23 April 2025, 29 August 2025, 13 November 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Balinyou Wind Power Generation Co., Ltd. (內蒙古京能巴林右風力發電有限責任公司) and Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) on 23 January 2025, 23 April 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Flagpole Wind Power Generation Co., Ltd. (內蒙古京能旗桿風力發電有限公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) on 23 January 2025, 24 March 2025, 23 April 2025, 29 August 2025 and 13 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Flagpole Wind Power Generation Co., Ltd. (內蒙古京能旗桿風力發電有限公司) and Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) on 23 January 2025, 4 November 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Keyouzhong Wind Power Generation Co., Ltd. (內蒙古京能科右中風力發電有限責任公司) and Tongliao Minglong New Energy Co., Ltd. (通遼市銘龍新能源有限公司) on 23 January 2025, 23 April 2025 and 29 August 2025; the power sales agreements entered into between Inner Mongolia Jingneng Keyouzhong Wind Power Generation Co., Ltd. (內蒙古京能科右中風力發電有限責任公司) and Tongliao Xintong Wind Energy Co., Ltd. (通遼市新通風能有限公司) on 23 January 2025, 24 March 2025 and 28 November 2025; the power sales agreements entered into between Inner Mongolia Jingneng Huolin Gol Wind Power Generation Co., Ltd. (內蒙古京能霍林郭勒風力發電有限責任公司) and Guodian Technology Zuozhongqi Photovoltaic Power Generation Co., Ltd. (國電科左中旗光伏發電有限公司) on 21 February 2025 and 12 March 2025; the power sales agreement entered into between Yixian Jiayu Photovoltaic Power Co., Ltd. (義縣珈煜光伏電力有限公司) and Fuxin Shengbu Solar Power Generation Co., Ltd. (阜新市盛步太陽能發電有限公司) on 23 May 2025; the power sales agreements entered into between Inner Mongolia Jingneng Flagpole Wind Power Generation Co., Ltd. (內蒙古京能旗桿風力發電有限公司) and Jingneng (Chifeng) Energy Development Co., Ltd. (京能（赤峰）能源發展有限公司) on 21 February 2025 and 10 April 2025; the power sales agreement entered into between Inner Mongolia Jingneng Flagpole Wind Power Generation Co., Ltd. (內蒙古京能旗桿風力發電有限公司) and Guodian Technology Zuozhongqi Photovoltaic Power Generation Co., Ltd. (國電科左中旗光伏發電有限公司) on 12 March 2025; the power sales agreements entered into between Inner Mongolia Jingneng Keyouzhong Wind Power Generation Co., Ltd. (內蒙古京能科右中風力發電有限責任公司) and Jingneng
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# Report of the Directors
(Chifeng) Energy Development Co., Ltd. (京能（赤峰）能源發展有限公司) on 21 February 2025 and 10 April 2025; the power sales agreement entered into between Inner Mongolia Jingneng Balinyou Wind Power Generation Co., Ltd. (內蒙古京能巴林右風力發電有限責任公司) and Guodian Technology Zuozhongqi Photovoltaic Power Generation Co., Ltd. (國電科左中旗光伏發電有限公司) on 12 March 2025; the power sales agreement entered into between Xilinguole Jixianghuaya Wind Power Co., Ltd. (錫林郭勒吉相華亞風力發電有限責任公司) and Beijing Jingneng Haibei Computing Technology Co., Ltd. (北京京能海北算力科技有限公司) and Beijing Jingneng International Integrated Smart Energy Co., Ltd. (北京京能國際綜合智慧能源有限公司) on 12 November 2024. The transactions under the above Power Sales Agreements have been approved by the Board on 27 February 2026.
BEH is the controlling shareholder of the Company, directly and indirectly holding approximately 68.68% of the issued share capital of the Company. Therefore, it is a connected person of the Company pursuant to Rule 14A.07(1) of the Listing Rules. Accordingly, the transactions under the Power Sales Agreements constitute continuing connected transactions of the Company. Pursuant to Rule 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and treated as if they were one transaction if they were all entered into or completed within a 12-month period or are otherwise related. The counterparties to the Power Sales Agreements are associates of BEH, and the nature of such transactions is similar. As such, the Power Sales Agreements shall be aggregated. As the highest applicable percentage ratio of the aggregate contract value of the Power Sales Agreements exceeds 0.1% but is less than 5%, the transactions under the Power Sales Agreements are subject to the reporting, annual review and announcement requirements but are exempted from the independent shareholders’ approval requirement according to Chapter 14A of the Listing Rules. The Company is required to comply with the annual review and disclosure requirements under Chapter 14A of the Listing Rules, including the announcement and annual reporting requirements regarding the aforementioned continuing connected transactions between certain subsidiaries of the Group and the associates of BEH. For details regarding the aforementioned transactions, please refer to the announcement of the Company dated 27 February 2026 and the supplemental announcement of the Company dated 14 April 2026.
## Continuing Connected Transactions between Shenzhen Jingneng Leasing and BEH and/or its Associates
### Shenzhen Jingneng Leasing
On 20 June 2022, the acquisition of 84.68% equity interest in Shenzhen Jingneng Leasing (the “Shenzhen Jingneng Leasing Equity Acquisition”) was considered and approved by the Shareholders at the general meeting of the Company. Upon completion of the Shenzhen Jingneng Leasing Equity Acquisition, Shenzhen Jingneng Leasing has become a non-wholly owned subsidiary of the Company. As at 31 December 2025, Shenzhen Jingneng Leasing was directly held as to approximately 84.68% equity interest by the Company and as to approximately 15.32% equity interest by Beijing Energy Investment, a wholly-owned subsidiary of BEH. According to Rule 14A.16(1) of the Listing Rules, Shenzhen Jingneng Leasing is a connected subsidiary of the Company.
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# Report of the Directors
## BEH and its Associates
BEH is the controlling shareholder of the Company.
Beijing Jingneng Leasing and Beijing Jingneng Construction Group Co., Ltd. (北京京能建設集團有限公司) (“Beijing Jingneng Construction”) are wholly owned by BEH.
Beijing Energy International is owned as to 32.64% by Beijing Energy Investment, a wholly-owned subsidiary of BEH.
Inner Mongolia Jingtai Power Co., Ltd. (內蒙古京泰發電有限責任公司) (“Inner Mongolia Jingtai”), Ningxia Jingneng Ningdong Electric Power Co., Ltd. (寧夏京能寧東發電有限責任公司) (“Ningxia Jingneng Ningdong”), Inner Mongolia Jingneng Kangbashi Thermal Power Co., Ltd. (內蒙古京能康巴什熱電有限責任公司) (“Inner Mongolia Jingneng Kangbashi”), Shanxi Jingyu Power Generation Co., Ltd. (山西京玉發電有限責任公司) (“Shanxi Jingyu”), Huzhou Yuanxing Energy Co., Ltd. (湖州源興能源有限公司) (“Huzhou Yuanxing”), Jiangxi Yichun Jingneng Thermal Power Co., Ltd. (江西宜春京能熱電有限責任公司) (“Jiangxi Yichun Jingneng”), Jingneng Yuanshen (Jiaxing) Energy Technology Co., Ltd. (京能源深（嘉興）能源科技有限公司) (“Yuanshen Jiaxing”), Huzhou Yuanxun Energy Technology Co., Ltd. (湖州源潯能源科技有限公司) (“Huzhou Yuanxun”), Ningxia Hongdunzi Coal Co., Ltd. (寧夏紅墩子煤業有限公司) (“Ningxia Hongdunzi”) and Jingneng Xilin Guole Energy Co., Ltd. (京能錫林郭勒能源有限公司) (“Jingneng Energy”) are indirect non-wholly owned subsidiaries of BEH.
Jingneng Yuanshen Taizhou Energy Technology Co., Ltd. (京能源深泰州能源科技有限公司) (“Yuanshen Taizhou”), Jingneng Yuanshen (Suzhou) Energy Technology Co., Ltd. (京能源深（蘇州）能源科技有限公司) (“Yuanshen Suzhou”), Tongxiang Kemao New Energy Co., Ltd. (桐鄉科茂新能源有限公司) (“Tongxiang Kemao”) (Tongxiang Kemao New Energy Co., Ltd. Nanxun branch (“Tongxiang Nanxun”), Tongxiang Kemao New Energy Co., Ltd. Nanhu branch (“Tongxiang Nanhu”), Tongxiang Kemao New Energy Co., Ltd. Ningbo branch (“Tongxiang Ningbo”), Tongxiang Kemao New Energy Co., Ltd. Pinghu branch (“Tongxiang Pinghu”) and Tongxiang Kemao New Energy Co., Ltd. Shaoxing Keqiao branch (“Tongxiang Shaoxing”) are branches of Tongxiang Kemao) are indirect wholly-owned subsidiaries of BEH.
Yongsheng Huiguang Photovoltaic Power Generation Co., Ltd. (永勝惠光光伏發電有限公司) (“Yongsheng Huiguang”) is an indirect non-wholly owned subsidiary of Beijing Energy International.
Yongren Huiguang Photovoltaic Power Generation Co., Ltd. (永仁惠光光伏發電有限公司) (“Yongren Huiguang”) is an indirect wholly-owned subsidiary of Beijing Energy International.
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# Report of the Directors
Jingneng (Jiaxing Xiuzhou) New Energy Co., Ltd. (京能（嘉興秀洲）新能源有限公司) (“Jingneng Jiaxing”) and Chaling Jingneng New Energy Co., Ltd. (茶陵京能新能源有限公司) (“Chaling Jingneng”) are wholly owned by BEI Energy Development (Beijing) Co., Ltd. (京能國際能源發展（北京）有限公司) (formerly known as Beijing Lianhe Rongbang New Energy Technology Co., Ltd. (北京聯合榮邦新能源科技有限公司)), an indirect wholly-owned subsidiary of Beijing Energy International.
Jiayan (Beijing) New Energy Co., Ltd. (嘉燕（北京）新能源有限公司) (“Jiayan Beijing”) is owned as to 95% by Beijing Jingneng International Integrated Smart Energy Co., Ltd. (北京京能國際綜合智慧能源有限公司), an indirect wholly-owned subsidiary of Beijing Energy International.
According to the Listing Rules, BEH and its associates are connected persons of the Company.
Shenzhen Jingneng Leasing and BEH and its associates entered into the following agreements in respect of the continuing connected transactions between them, so as to regulate the continuing connected transactions carried out between the parties. Details of such connected transactions are set out below:
### Continuing Connected Transactions pursuant to Rule 14A.60 of the Listing Rules
Prior to completion of the Shenzhen Jingneng Leasing Equity Acquisition, Shenzhen Jingneng Leasing had provided sale and leaseback services, direct finance leasing services and factoring services to associates of BEH, the controlling shareholder of the Company, and entered into relevant agreements with them. In addition, Beijing Jingneng Leasing, a wholly-owned subsidiary of BEH, entered into the operation management service agreement with Shenzhen Jingneng Leasing, pursuant to which, Beijing Jingneng Leasing had agreed to provide operation management services to Shenzhen Jingneng Leasing. According to Chapter 14A of the Listing Rules, BEH and its associates are connected persons of the Company. Therefore, the above transactions constitute continuing connected transactions of the Company after the completion of the Shenzhen Jingneng Leasing Equity Acquisition.
Pursuant to Rule 14A.60 of the Listing Rules, the Company is required to comply with the annual review and disclosure requirements under Chapter 14A of the Listing Rules, including publishing an announcement and annual reporting in respect of the above continuing connected transactions between Shenzhen Jingneng Leasing and the associates of BEH. The Company will further comply with all applicable reporting, disclosure and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules upon any variation or renewal of such agreements. Please refer to the announcement of the Company dated 20 June 2022 and the further announcement dated 15 July 2022 for details of the above transactions.
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# Report of the Directors
## (1) Sales and Leaseback Agreement
Prior to completion of the Shenzhen Jingneng Leasing Equity Acquisition, Shenzhen Jingneng Leasing has entered into 20 sales and leaseback agreements with BEH’s associates, including the sales and leaseback agreements entered into with Inner Mongolia Jingtai, Ningxia Jingneng Ningdong, Inner Mongolia Jingneng Kangbashi and Shanxi Jingyu on 25 April 2016 respectively; the sales and leaseback agreements entered into with Huzhou Yuanxing on 11 February 2018 and 28 January 2019; the sales and leaseback agreements entered into with Yongsheng Huiguang and Yongren Huiguang on 17 August 2020 respectively; and the sales and leaseback agreement entered into with Jiangxi Yichun Jingneng on 17 June 2022.
Pursuant to the above sales and leaseback agreements, Shenzhen Jingneng Leasing purchased the leased assets from BEH’s associates and then leased the same back to such BEH’s associates for an agreed term and received lease payment on a periodic basis. Please refer to the announcement of the Company dated 20 June 2022 for details of the sales and leaseback agreements.
For the aforesaid sales and leaseback agreements, except the sales and leaseback agreement with Jingneng Power Zhuozhou which remained unchanged, other agreements have been settled early or subject to interest rate adjustments pursuant to the finance leasing framework agreement.
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# Report of the Directors
## (2) Direct Finance Leasing Agreements
Prior to completion of the Shenzhen Jingneng Leasing Equity Acquisition, Shenzhen Jingneng Leasing has entered into 22 direct finance leasing agreements with BEH’s associates, including the direct finance leasing agreement entered into with Yuanshen Taizhou on 12 May 2017; the direct finance leasing agreements entered into with Yuanshen Jiaxing on 25 May 2017, 29 January 2018 and 22 September 2021; the direct finance leasing agreement entered into with Huzhou Yuanxing on 13 June 2017; the direct finance leasing agreement entered into with Huzhou Yuanxun on 13 June 2017; the direct finance leasing agreement entered into with Yuanshen Suzhou on 21 December 2017; the direct finance leasing agreement entered into with Tongxiang Nanxun on 27 May 2020; the direct finance leasing agreement entered into with Tongxiang Nanhu on 5 June 2020; the direct finance leasing agreements entered into with Tongxiang Ningbo, Tongxiang Pinghu and Tongxiang Shaoxing on 4 June 2020 respectively; the two direct finance leasing agreements entered into with Ningxia Hongdunzi on 22 November 2021; the direct finance leasing agreement entered into with Yuanshen Suzhou on 18 November 2021; the direct finance leasing agreement entered into with Jingneng Jiaxing on 20 December 2021; the four direct finance leasing agreements entered into with Jingneng Energy on 14 September, 15 September and 16 September 2021; the direct finance leasing agreement entered into with Chaling Jingneng on 23 March 2022; and the direct finance leasing agreement entered into with Jiayan Beijing on 11 May 2022.
Under the direct finance leasing agreements, Shenzhen Jingneng Leasing purchased the leased assets from the relevant suppliers upon the instructions of associates of BEH, and then leased such assets to BEH’s associates for an agreed term and received lease payment on a periodic basis. The lease term generally commences from the delivery of all equipment under a direct finance leasing agreement by supplier(s) to BEH’s associates. Shenzhen Jingneng Leasing may charge interest from the associates of BEH for any purchase price paid by it to the relevant supplier(s) before the commencement of the lease term. Please refer to the announcement of the Company dated 20 June 2022 and the further announcement dated 15 July 2022 for details of the direct finance leasing agreements.
The aforesaid direct finance leasing agreements have been settled early or subject to interest rate adjustment pursuant to the finance leasing business framework agreement.
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# Report of the Directors
## (3) Operation Management Service Agreements and Framework Agreements between Shenzhen Jingneng Leasing and Beijing Jingneng Leasing
On 28 December 2021, Shenzhen Jingneng Leasing entered into an operation management service agreement with Beijing Jingneng Leasing, pursuant to which, Beijing Jingneng Leasing has agreed to provide operation management services to Shenzhen Jingneng Leasing. The term of such agreement is one year from 1 January 2022 to 31 December 2022. On 24 April 2022, Shenzhen Jingneng Leasing and Beijing Jingneng Leasing entered into a supplemental agreement to the operation management service agreement to adjust the payment terms of the operation management service agreement. As the operation management service agreement shall expire on 31 December 2022, on 8 November 2022, Shenzhen Jingneng Leasing entered into an operation management service framework agreement with Beijing Jingneng Leasing, pursuant to which, Beijing Jingneng Leasing has agreed to provide operation management services to Shenzhen Jingneng Leasing. The term of this agreement is three years from 1 January 2023 to 31 December 2025. As the operation management service agreement expired on 31 December 2025, on 12 November 2025, in the ordinary and usual course of business, Shenzhen Jingneng Leasing entered into an operation management service framework agreement with Beijing Jingneng Leasing, pursuant to which, Beijing Jingneng Leasing has agreed to provide operation management services to Shenzhen Jingneng Leasing. The term of the operation management service framework agreement is three years from 1 January 2026 to 31 December 2028. The Company estimates that the proposed annual caps for the operation management service framework agreement for each of the three years ending 31 December 2028 will be RMB15 million, RMB20 million and RMB25 million, respectively. The transactions and annual caps under the Operation Management Service Framework Agreements have been approved by the Board on 12 November 2025.
## Continuing Connected Transactions between the Company and Shenzhen Jingneng Leasing
Shenzhen Jingneng Leasing and the Company have entered into the following framework agreements to regulate the continuing connected transactions between the parties. Details of these connected transactions are set out below:
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## Report of the Directors
### Finance Leasing Framework Agreement (II) between the Company and Shenzhen Jingneng Leasing
The Company and Shenzhen Jingneng Leasing entered into the Finance Leasing Framework Agreement (II) on 8 November 2022, pursuant to which Shenzhen Jingneng Leasing has agreed to provide finance leasing services to the Group. The term of the agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. The entering into of the Finance Leasing Framework Agreement (II) and the engagement of finance leasing business will help to expand financing channels and innovate financing approaches, so as to mitigate the financing risks of the Company’s future construction projects and reduce financing costs, providing timely supply of funds to satisfy the capital requirements of the construction projects. As the Finance Leasing Framework Agreement (II) expired on 31 December 2025, on 12 November 2025, in the ordinary and usual course of business, Shenzhen Jingneng Leasing entered into the Finance Leasing Framework Agreement (II) with the Company. The term of the agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. Pursuant to the agreement, Shenzhen Jingneng Leasing has agreed to provide finance leasing services to the Group. The Company estimates that the proposed annual caps for the Finance Leasing Framework Agreement (II) for each of the three years ending 31 December 2028 will be RMB3,500 million, RMB4,000 million and RMB5,000 million, respectively. The transactions and annual caps under the agreement have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025.
### Financial Assistance Framework Agreement between the Company and Shenzhen Jingneng Leasing
On 8 November 2022, the Company entered into the Financial Assistance Framework Agreement with Shenzhen Jingneng Leasing, pursuant to which the Company agreed to provide loan services and guarantee services to Shenzhen Jingneng Leasing. The term of the agreement is three years commencing from 1 January 2023 and ending on 31 December 2025. As the Financial Assistance Framework Agreement is set to expire on 31 December 2025, the Company entered into the Financial Assistance Framework Agreement with BEH (instead of Shenzhen Jingneng Leasing) on 12 November 2025. The term of the agreement is three years commencing from 1 January 2026 and ending on 31 December 2028. Pursuant to the agreement, the Group agreed to provide loan services and guarantee services to the Company’s connected subsidiaries in which BEH holds an equity interest (including but not limited to Shenzhen Jingneng Leasing). The Company estimates that the proposed annual caps for the Financial Assistance Framework Agreement for each of the three years ending 31 December 2028 will be RMB5,000 million, RMB8,000 million and RMB11,000 million, respectively. The transactions and annual caps under the agreement have been approved at the third extraordinary general meeting of 2025 of the Company on 23 December 2025.
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# Report of the Directors
## Continuing Connected Transactions between the Group and Beijing Jingneng Clean Energy (Australia) Holding Pty Ltd
On 20 August 2024, Beijing Jingneng Clean Energy (Hong Kong) Co., Limited (“BJCE HK”), a wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with Beijing Energy International (Australia) Holding Pty Ltd (“BJEI Australia”), pursuant to which, BJCE HK has agreed to sell and BJEI Australia has agreed to purchase 40% equity interest in Beijing Jingneng Clean Energy (Australia) Holding Pty Ltd (“BJCE Australia”). On 30 September 2024, the above equity transfer has been considered and approved at the general meeting of the Company. Upon the completion of the above equity transfer, BJCE Australia was held as to 60% and 40% by BJCE HK and BJEI Australia, respectively. BJEI Australia is a wholly-owned subsidiary of Beijing Energy International, which is owned as to approximately 32.64% by Beijing Energy Investment, a wholly-owned subsidiary of BEH. Accordingly, BJCE Australia is a connected subsidiary of the Company under Rule 14A.16(1) of the Listing Rules.
### Continuing Connected Transactions pursuant to Rule 14A.60 of the Listing Rules
Prior to completion of the above equity transfer, BJCE Australia and BJCE HK entered into five loan agreements, pursuant to which, BJCE HK provided loans to BJCE Australia as its working capital. In addition, Newtricity Developments Biala Pty Ltd (as the borrower), a wholly-owned subsidiary of BJCE Australia, entered into a facility agreement with The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) and The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch on 17 September 2018 in relation to the financing of the Biala Wind Farm, and China Export & Credit Insurance Corporation (“Sinosure”), as the guarantor under the facility agreement, provided a guarantee to HSBC. The Company entered into a counter-guarantee agreement with Sinosure to provide counter-guarantee protection to Sinosure for its provision of the guarantee. For details of the loan agreements and the counter-guarantee agreement, please refer to the announcement of the Company dated 10 October 2024.
## Connected Transactions between the Group and BEH and/or its Associates
### Waste Heat Utilization Construction Agreement between Shangzhuang Power and Beijing Jingneng Construction
On 8 July 2025, Shangzhuang Power entered into the waste heat utilization construction agreement (the “Waste Heat Utilization Construction Agreement”) with Beijing Jingneng Construction, pursuant to which, Shangzhuang Power engaged Beijing Jingneng Construction to provide construction services for the flue gas waste heat deep utilization project, which mainly involve the foundation and substructure construction, main structure construction, decoration, building roofing construction, water supply and drainage construction, electrical system construction as well as ventilation and air-conditioning system construction. Pursuant to the Waste Heat Utilization Construction Agreement, the total fee charged by Beijing Jingneng Construction to Shangzhuang Power shall be RMB13.1 million (tax inclusive), including but not limited to safe and civilized construction fee of approximately RMB0.6 million, materials and engineering equipment fee of approximately RMB0.6 million, professional engineering fee of approximately RMB0.1 million, and provisional amount of approximately RMB1.5 million. The transactions under the Waste Heat Utilization Construction Agreement have been approved by the Board on 8 July 2025.
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## Report of the Directors
The transaction contemplated under the Waste Heat Utilization Construction Agreement is aggregated with the construction agreement for the main body of the blade manufacturing plants and relevant ancillary buildings entered into between Shantou Jingneng Clean Energy Co., Ltd. (“Shantou Jingneng”, a wholly-owned subsidiary of the Company) and Beijing Jingneng Construction on 28 May 2024 (the “Construction Agreement II”), the supplementary construction agreement for the expansion project of the integrated energy supervision and control center and refrigeration station project entered into between Shangzhuang Power (a non-wholly-owned subsidiary of the Company) and Beijing Jingneng Construction on 30 August 2024 (the “Supplementary Construction Agreement”) and the Supplemental Agreement (as defined below). As the highest applicable percentage ratio for the transactions contemplated under the Waste Heat Utilization Construction Agreement (on an aggregated basis together with the transactions under the Construction Agreement II, the Supplementary Construction Agreement and the Supplemental Agreement) exceeds 0.1% but is less than 5%, the transactions contemplated under the Waste Heat Utilization Construction Agreement and the Supplemental Agreement are subject to the reporting and announcement requirements but are exempted from the circular and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. For details, please refer to the announcements of the Company dated 8 July 2025 and 15 July 2025.
### Supplemental Agreement between Shantou Jingneng and Beijing Jingneng Construction
Subject to the terms and conditions of the Construction Agreement II, Shantou Jingneng engaged Beijing Jingneng Construction to provide construction services regarding the construction of the main body of the blade manufacturing plants and relevant ancillary buildings. During the course of construction, unforeseen challenges arose due to the required excavation depth of the foundation pit and complex geological conditions, including the thick mud layer, high water content and low bearing capacity. These conditions necessitated the use of steel sheet pile and steel strut, which consequently increased the complexity, cost, and labor intensity of the on-site construction works. On 8 July 2025, Shantou Jingneng entered into the supplemental agreement (the “Supplemental Agreement”) with Beijing Jingneng Construction. Pursuant to the Supplemental Agreement, the total fee charged by Beijing Jingneng Construction to Shantou Jingneng shall increase by RMB14.6 million (tax inclusive), due to increased complexity, cost, and labor intensity of the on-site construction works. The transactions under the Supplemental Agreement have been approved by the Board on 8 July 2025.
The transaction contemplated under the Supplemental Agreement is aggregated with the Construction Agreement II, the Supplementary Construction Agreement and the Waste Heat Utilization Construction Agreement. As the highest applicable percentage ratio for the transaction contemplated under the Supplemental Agreement (on an aggregated basis together with the transactions under the Construction Agreement II, the Supplementary Construction Agreement and the Waste Heat Utilization Construction Agreement) exceeds 0.1% but is less than 5%, the transaction contemplated under the Supplemental Agreement is subject to the reporting and announcement requirements but is exempted from the circular and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. For details, please refer to the announcements of the Company dated 8 July 2025 and 15 July 2025.
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# Report of the Directors
## BEH Finance Capital Increase Agreement
On 24 March 2025, BEH, the Company, Jingneng Power and BEH Finance entered into the Capital Increase Agreement in relation to the capital increase of BEH Finance in an aggregate amount of RMB5 billion, pursuant to which, the registered capital of BEH Finance will be increased from RMB5 billion to RMB10 billion, of which, BEH, the Company and Jingneng Power will subscribe RMB3 billion, RMB1 billion and RMB1 billion, respectively. The transactions under the Capital Increase Agreement have been approved by the Board on 24 March 2025.
BEH is the controlling shareholder of the Company. Jingneng Power and BEH Finance, being subsidiaries of BEH, are associates of BEH and therefore are connected persons of the Company under Chapter 14A of the Listing Rules. As such, pursuant to Chapter 14A of the Listing Rules, the transactions under the Capital Increase Agreement constitute connected transactions of the Company. As the highest applicable percentage ratio for the transactions contemplated under the Capital Increase Agreement exceeds 5%, such transactions are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Capital Increase Agreement and the transactions thereunder have been approved at the first extraordinary general meeting of 2025 of the Company on 16 May 2025. For details, please refer to the announcement of the Company dated 24 March 2025, the circular of the Company dated 25 April 2025 and the announcement of poll results of extraordinary general meeting of the Company dated 16 May 2025.
Note 46 to the Financial Statements disclosed the related party transactions. Pursuant to the Listing Rules, notes 46(d) constitute continuing connected transactions between the Group and BEH and its associates as disclosed above. The Company has complied with the disclosure requirements governing connected transactions under the Listing Rules.
## Review and Confirmation by Independent Non-executive Directors
The independent non-executive Directors of the Company have reviewed the above continuing connected transactions, and confirmed that such transactions were:
(1) carried out in the ordinary and usual course of business of the Group;
(2) made on normal commercial terms; and
(3) carried out according to the terms in the relevant transaction agreements, which are fair and reasonable, and in the interests of our Company’s shareholders as a whole.
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# Report of the Directors
## Confirmation of the Auditor
The Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants.
Pursuant to Rule 14A.56 of the Listing Rules, the Company must engage its auditor to report on the continuing connected transaction every year. The auditor has provided a letter to the Company’s Board confirming the following in respect of the aforementioned continuing connected transactions:
(i) The auditor is not aware of any matters that would lead them to believe that the continuing connected transactions have not been approved by the Board, except for the power sales transactions under the Power Sales Agreements set forth on pages 59 to 61 of this Annual Report which have not been approved by the Board;
(ii) With respect to the provision of goods or services by the Group, the auditor is not aware of any matters that would lead them to believe that the any continuing connected transactions were not, in all material aspects, conducted in accordance with the pricing policies of the Group;
(iii) The auditor is not aware of any matters that would lead them to believe that any continuing connected transactions were not, in all material respects, conducted in accordance with the agreements governing such transactions; and
(iv) The auditor is not aware of any matters that would lead them to believe that the continuing connected transactions exceeded the annual caps, except for the power sales transactions under the Power Sales Agreements set forth on pages 59 to 61 of this Annual Report for which no annual caps have been set.
The Directors confirmed that the Company has complied with the requirements under Chapter 14A of the Listing Rules with regard to the abovementioned connected transactions, except for the Power Sales Agreements between the associates of BEH and the Company as set forth on pages 59 to 61 of this Annual Report.
## COMPLIANCE WITH THE NON-COMPETITION AGREEMENT
The Company and BEH entered into a Non-Competition Agreement and a Supplemental Non-Competition Agreement on 13 June 2011 and 2 December 2011 respectively, under which, BEH agrees that it will not (and it will procure that its subsidiaries (other than listed subsidiaries) will not) compete with the Company in the gas-fired power and heat energy generation business, wind power business, hydro-power business and other clean energy generation business (the “core business” of the Company), and will grant the Company options for new business opportunities and acquisitions, as well as pre-emptive rights. The independent non-executive Directors of the Company are responsible for approving, considering and deciding on the acceptance of new business opportunities introduced by BEH and/or its subsidiaries.
During the year, the Company’s independent non-executive Directors have reviewed the implementation of the Non-Competition Agreement and confirmed that BEH has fully observed the Agreement without any case of violation.
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# Report of the Directors
## MAJOR CUSTOMERS AND SUPPLIERS
For the year ended 31 December 2025, the total volume of purchases from the five largest suppliers of the Company accounted for 67.6% of the total purchase volume of the year. The purchase from the largest supplier accounted for 52% of the total volume of purchases of the year.
For the year ended 31 December 2025, the total revenue generated from the five largest customers of the Company accounted for 96% of the total revenue of the year. The revenue generated from the largest customer accounted for 78% of the total revenue of the year.
During the year, statistics were made on the sales to the prefectural-level power grid companies as the same customer (of which the parent company is either State Grid Corporation of China or China Southern Power Grid Company Limited).
During the year, to the knowledge of the Directors, none of the Directors, their close associates, or Shareholders of the Company (which, to the knowledge of the Directors, owned more than 5% equity interest of the Company’s share capital) had interests in the five largest suppliers or customers of the Company.
## RETIREMENT AND EMPLOYEE BENEFITS SCHEME
Please refer to note 45 to the Financial Statements for detailed information on the retirement and employee benefits scheme.
## COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
As a company listed on the Stock Exchange, the Company always strives to maintain a high level of corporate governance. Save for the temporary deviation as mentioned below, the Company has complied with all code provisions as set out in the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the year ended 31 December 2025.
Pursuant to Code Provision B.3.5 of the Corporate Governance Code effective from 1 July 2025, the Company should appoint at least one director of a different gender to the nomination committee. The Company’s Remuneration and Nomination Committee at that time consisted of Ms. Zhao Jie, Ms. Zhang Yi and Ms. Hu Zhiying, all of whom are female Directors. Therefore, from 1 July 2025, the Company was not in full compliance with Code Provision B.3.5 of the Corporate Governance Code regarding gender diversity in the nomination committee. To comply with the relevant requirements of the Corporate Governance Code, the Company has actively facilitated internal coordination and, on 28 September 2025, appointed a Director of a different gender, i.e. Mr. Wang Hongxin, as a member of the Remuneration and Nomination Committee to rectify such deviation.
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# Report of the Directors
## RELATIONSHIP WITH STAKEHOLDERS
The Company recognises that our employees, customers and business associates are keys to our sustainability journey. We strive to achieve corporate sustainability through engaging our employees, providing quality services for our customers, collaborating with business partners and supporting our community.
The Company places significant emphasis on human resources. The Company provides a fair workplace, promoting non-discrimination and diversity to our staff, together with competitive remuneration and benefits, as well as a range of opportunities for career advancement based on employees’ merits and performance. The Company administers its employee health and safety management system and ensures the adoption and execution of the principles across the Group. The Company provides regular trainings for staff to keep them abreast of the latest developments in the market and industry, in the form of both internal trainings and trainings provided by experts from external organizations.
The Company values the feedback from customers by daily communication and other means. The Company has also established the mechanism about customer service and support. The Company treats providing customer support as an opportunity to improve our relationship with the customer, addressing customer’s concern in a timely manner and in accordance with international standards.
We believe that our suppliers are equally important in driving quality delivery of our project developments. Therefore, we proactively collaborate with our business partners (including suppliers and contractors) to deliver quality sustainable services.
## PUBLIC FLOAT
Based on the information that is publicly available to the Company and to the knowledge of the Directors, the Company has maintained a public float of no less than 25% of the issued shares prior to the publication of this Annual Report and up to the Latest Practicable Date, which was in line with the requirement under the Listing Rules.
## SIGNIFICANT LEGAL PROCEEDINGS
For the year ended 31 December 2025, the Company was not engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against the Company.
## AUDIT COMMITTEE
The Audit Committee of the Company has reviewed the Group’s 2025 annual results and the financial statements for the year ended 31 December 2025 were prepared in accordance with the IFRS Accounting Standards (“IFRS Accounting Standards”).
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# Report of the Directors
## AUDITORS
Pursuant to the relevant provisions of the Administrative Measures for the Selection and Appointment of Accounting Firms by State-Owned Enterprises and Listed Companies (Cai Kuai [2023] No. 4) (《國有企業、上市公司選聘會計師事務所管理辦法》(財會[2023]4號)) regarding the limit of consecutive years of audit services provided by accounting firms to state-owned enterprises, Deloitte Touche Tohmatsu retired as the international auditor of the Company upon expiration of its term of office with effect from 18 June 2025. Following an open tender process and upon consideration and approval by the Board and the Audit Committee under the Board, the Board proposed to appoint KPMG as the international auditor of the Company for 2025, with its term commencing on the date of approval at the general meeting of the Company and ending upon the conclusion of the 2025 annual general meeting of the Company. The aforementioned proposed appointment of accounting firm took effect upon approval by the shareholders at the general meeting of the Company. For details of the aforementioned change of accounting firm, please refer to the announcements of the Company dated 16 June 2025 and 1 August 2025, the circular of the Company dated 6 August 2025, and the poll results announcement of the Company dated 26 August 2025. Save as disclosed above, the Company was not involved in any other changes of accounting firm in the past three years.
KPMG and Baker Tilly International Certified Public Accountants (Special General Partnership) were appointed as the international and domestic auditors of the Company, respectively, for the year ended 31 December 2025. The Company’s Financial Statements for the year 2025 prepared in accordance with IFRS Accounting Standards have been audited by KPMG.
## FINANCIAL HIGHLIGHTS
Summary of results of operation and the assets and liabilities of the Group for the last five financial years is set out on pages 2 to 4 in the Annual Report.
## MISCELLANEOUS
The Company was not aware that any Shareholders had waived or agreed to waive any dividend arrangement for the year ended 31 December 2025.
By order of the Board
**Beijing Jingneng Clean Energy Co., Limited**
**Mr. CHEN Dayu**
*Chairman of the Board*
Beijing, the PRC
26 March 2026
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# Corporate Governance Report
## CORPORATE GOVERNANCE PRACTICES
The Board of the Company is committed to maintaining high corporate governance standards.
The Board believes that high corporate governance standards are essential in providing a framework for the Company to safeguard the interests of Shareholders, clarify accountability of responsible parties and enhance corporate value.
The Company has adopted the principles and code provisions of the CG Code as the basis of the Company’s corporate governance practices.
The Company has in place a corporate governance framework and has established a set of policies and procedures based on the CG Code. Such policies and procedures provide the infrastructure for enhancing the Board’s ability to implement governance and exercise proper oversight on business conduct and affairs of the Company.
In the opinion of the Directors, save for the temporary deviation as mentioned below, during the year ended 31 December 2025, the Company has complied with all the code provisions as set out in the CG Code.
Pursuant to Code Provision B.3.5 of the Corporate Governance Code effective from 1 July 2025, the Company should appoint at least one director of a different gender to the nomination committee. The Company’s Remuneration and Nomination Committee at that time consisted of Ms. Zhao Jie, Ms. Zhang Yi and Ms. Hu Zhiying, all of whom are female Directors. Therefore, from 1 July 2025, the Company was not in full compliance with Code Provision B.3.5 of the Corporate Governance Code regarding gender diversity in the nomination committee. To comply with the relevant requirements of the Corporate Governance Code, the Company has actively facilitated internal coordination and, on 28 September 2025, appointed a Director of a different gender, i.e. Mr. Wang Hongxin, as a member of the Remuneration and Nomination Committee to rectify such deviation.
## MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules.
Upon making specific enquiries to all of the Directors and Supervisors, all Directors confirmed that, during the Reporting Period, each of the Directors had strictly complied with the standards set out in the Model Code. All Supervisors who were in office during the Reporting Period (whose terms of office all ended on the date of the Company’s annual general meeting held on 18 June 2025) confirmed that, during their respective terms of office during the Reporting Period (i.e. up to and including 18 June 2025), they had strictly complied with the standards set out in the Model Code.
The Company has also established written guidelines no less exacting than the Model Code (the “Employees Written Guidelines”) for securities transactions by employees who are likely to be in possession of unpublished price-sensitive information of the Company.
During the year ended 31 December 2025, no incident of non-compliance with the Employees Written Guidelines by the employees was noted by the Company.
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# Corporate Governance Report
## BOARD OF DIRECTORS
The Company is headed by an effective Board which oversees the Group’s businesses, strategic decisions and performance and takes decisions objectively in the best interests of the Company.
The Board should regularly review the contribution required from a Director to perform his responsibilities to the Company, and whether the Director is spending sufficient time performing them.
The Board currently comprises 10 members, consisting of 3 executive Directors, 3 non-executive Directors and 4 independent non-executive Directors.
The Board of the Company comprises the following Directors:
### Executive Directors
CHEN Dayu (Chairman)
LI Minghui (General Manager)
ZHANG Wei
### Non-executive Directors
ZHOU Jianyu
GUO Yao
ZHANG Yi
### Independent Non-executive Directors
ZHAO Jie
WANG Hongxin
QIN Haiyan
HU Zhiying
The biographical information of the Directors is set out in the section headed “Profiles of Directors and Senior Management” on pages 28 to 36 of this Annual Report.
None of the members of the Board is related to one another.
## Chairman and General Manager
The Chairman of the Board is Mr. CHEN Dayu and the General Manager of the Company is Mr. LI Minghui. The positions of the Chairman of the Board and the General Manager are held by separate persons in order to preserve independence and a balance of views and judgment. The Chairman of the Board provides leadership to the Company and the Board and is responsible for the effective functioning and leadership of the Board in accordance with good corporate governance practice. The General Manager focuses on implementing objectives, policies and strategies approved and delegated by the Board.
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# Corporate Governance Report
## Independent non-executive Directors
During the year ended 31 December 2025, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive Directors representing one-third of the Board with at least one of whom possessing appropriate professional qualifications or accounting or related financial management expertise.
The Company has received written annual confirmation from each of the independent non-executive Directors in respect of his/her independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. The Company considers that all independent non-executive Directors are independent.
## Directors’ Re-election
Code provision B.2.2 of the part two of the CG Code also specifies that every director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.
Pursuant to the Articles of Association, Directors of the Company (including the non-executive Directors) shall be elected by the general meeting and serve a term of three years. Upon the expiry of their terms of office, the Directors may be re-elected and re-appointed.
## Responsibilities, Accountabilities and Contributions of the Board and Management
The Board should assume responsibility for leadership and control of the Company, and is collectively responsible for directing and supervising the Company’s affairs.
The Board directly, and indirectly through its committees, leads and provides direction to management by laying down strategies and overseeing their implementation, monitors the Group’s operational and financial performance, and ensures that sound internal control and risk management systems are in place.
All Directors, including non-executive Directors and independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. The independent non-executive Directors are responsible for ensuring a high standard of regulatory reporting of the Company and providing a balance in the Board for bringing effective independent judgement on corporate actions and operations.
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# Corporate Governance Report
The Company has established a mechanism to ensure provision of independent views and advice to the Board. The Company ensures that the Board has access to independent views and advices through the following mechanism: the Remuneration and Nomination Committee will conduct annual review on the composition of the Board and the independence of the independent non-executive Directors as well as the continued independence of the current long-serving independent non-executive Directors; all independent non-executive Directors are required to submit a written confirmation to the Company to confirm the independence of each of them in accordance with Rule 3.13 of the Listing Rules. The Company considers these independent non-executive Directors are independent. The Board comprises four independent non-executive Directors (representing more than one third of the Board) to maintain adequate checks and balances, and these Directors continue to devote adequate time commitment to the Company. The chairman of the Board holds at least one meeting with the independent non-executive Directors every year to obtain independent views on each topic of the Company. The Company has in place policies and procedures to avoid any potential interest conflicts, and any Directors (including the independent non-executive Directors) who have material interests in any contracts, transactions or arrangements is required to abstain from voting on the relevant resolutions to ensure the objectivity and integrity of the Board’s decision-making. All members of the Board (including the independent non-executive Directors) may seek independent professional advice when necessary, at the Company’s expenses, for discharging their duties, and appoint independent non-executive Directors to serve at the Board committees in appropriate circumstances to ensure accessibility of independent views to each committee. The Board reviews the implementation and effectiveness of the relevant mechanism every year.
The Directors shall disclose to the Company details of other offices held by them.
The Board reserves for its decision all major matters relating to policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), financial information, nomination of Directors and other significant financial and operational matters of the Company. Responsibilities relating to implementing decisions of the Board, directing and coordinating the daily operation and management of the Company are delegated to the management.
## Continuous Professional Development of Directors
Directors keep abreast of responsibilities as a Director of the Company and of the conduct, business activities and development of the Company.
Every newly appointed Director will receive induction on the first occasion of his/her appointment to ensure appropriate understanding of the business and operations of the Company and full awareness of Director’s responsibilities and obligations under the Listing Rules and relevant statutory requirements. Such induction shall be supplemented by visits to the Company’s key plant sites and meetings with senior management of the Company.
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## Corporate Governance Report
Directors should participate in appropriate continuous professional training to develop and refresh their knowledge and skills to ensure that they continue to make contribution to the Board. Internally-facilitated training briefings for Directors will be arranged and reading material on relevant topics will be issued to Directors where appropriate. All Directors are encouraged to attend relevant training courses at the Company’s expenses.
During the year 2025, the Company organized training sessions conducted by the legal advisers for the Directors, namely Mr. CHEN Dayu, Mr. LI Minghui, Mr. ZHANG Wei, Mr. ZHOU Jianyu, Mr. SONG Zhiyong (resigned on 23 December 2025), Mr. GUO Yao (appointed on 23 December 2025), Ms. ZHANG Yi, Ms. ZHAO Jie, Mr. WANG Hongxin, Mr. QIN Haiyan and Ms. HU Zhiying. The training session(s) covered a wide range of relevant topics including directors’ duties and responsibilities, corporate governance and regulatory updates, etc. Mr. GUO Yao confirms that, on 16 December 2025, he obtained the legal advice as described in Rule 3.09D of the Listing Rules, that he understands the requirements under the Listing Rules that are applicable to him as a director of a listed issuer and the possible consequences of making a false declaration or giving false information to the Stock Exchange, and that he understands his obligations as a Director of the Company.
The training records of the Directors for the year ended 31 December 2025 are summarized as follows:
| Directors | Type of TrainingNote |
| :--- | :---: |
| **Executive Directors** | |
| CHEN Dayu | A |
| LI Minghui | A |
| ZHANG Wei | A |
| **Non-executive Directors** | |
| ZHOU Jianyu | A |
| SONG Zhiyong (resigned on 23 December 2025) | A |
| Mr. GUO Yao | A |
| ZHANG Yi | A |
| **Independent non-executive Directors** | |
| ZHAO Jie | A |
| WANG Hongxin | A |
| QIN Haiyan | A |
| HU Zhiying | A |
Note:
**Type of Training**
A: Attending training sessions, including but not limited to, briefings, seminars, conferences and workshops.
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# Corporate Governance Report
## BOARD COMMITTEES
The Board has established 4 committees, namely, the Audit Committee, the Remuneration and Nomination Committee, the Strategy and ESG Committee and the Legal and Compliance Management Committee, for overseeing particular aspects of the Company’s affairs. All Board committees of the Company are established with specific written terms of reference which deal clearly with their authority and duties. The terms of reference of the Audit Committee and the Remuneration and Nomination Committee are posted on the Company’s website and the Stock Exchange’s website and are available to Shareholders upon request.
Each Board committee includes independent non-executive Directors as members and the list of the chairman and members of each Board committee is set out under “Corporate Information” on page 240.
## AUDIT COMMITTEE
The Audit Committee comprises one non-executive Director, namely Mr. GUO Yao, and two independent non-executive Directors, namely Ms. ZHAO Jie and Ms. HU Zhiying (serving as the chairperson), with independent non-executive Directors in majority (including one independent non-executive Director with the accounting expertise). None of the members of the Audit Committee is a former partner of the Company’s existing auditors.
Mr. SONG Zhiyong ceased to be a member of the Audit Committee on 23 December 2025.
The main duties of the Audit Committee are to assist the Board in reviewing the financial information and reporting process, risk management and internal control systems, effectiveness of the internal audit function, audit plan and relationship with external auditors, and evaluating arrangements to enable employees of the Company to raise, in confidence, concerns about possible improprieties in financial reporting, internal control or other matters of the Company.
During the year ended 31 December 2025, the Audit Committee held 5 meetings to review the interim and annual financial results and reports and significant issues such as the financial reporting and compliance procedures, internal control and risk management systems, effectiveness of the internal audit function, and scope of work, resignation and appointment of external auditors.
The Audit Committee also met the external auditors once without the presence of the executive Directors.
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# Corporate Governance Report
## Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises three members, namely Ms. ZHAO Jie (serving as the chairperson), and Mr. WANG Hongxin (appointed as a member on 28 September 2025), both are independent non-executive Directors, and Ms. ZHANG Yi, a non-executive Director.
Ms. HU Zhiying ceased to be a member of the Remuneration and Nomination Committee on 28 September 2025.
The primary functions of the Remuneration and Nomination Committee include reviewing and making recommendations to the Board on the remuneration packages of individual executive Directors and senior management, the remuneration policy and structure for all Directors and senior management; establishing transparent procedures for developing such remuneration policy and structure to ensure that no Director or any of his/her associates will participate in deciding his/her own remuneration; and reviewing and/or approving the matters relating to the share schemes of the Company (if any) in accordance with Chapter 17 of the Listing Rules.
The Remuneration and Nomination Committee is also responsible for reviewing the Board composition at least annually, developing and formulating relevant procedures for the nomination and appointment of Directors, making recommendations to the Board on the appointment and succession planning of Directors, and assessing the independence of independent non-executive Directors.
In assessing the Board composition, the Remuneration and Nomination Committee would take into account various aspects as well as factors concerning Board diversity as set out in the Company’s Board Diversity Policy. The Remuneration and Nomination Committee would discuss and agree on measurable objectives for achieving diversity on the Board, where necessary, and recommend them to the Board for adoption.
In identifying and selecting suitable candidates for directorships, the Remuneration and Nomination Committee would consider the candidate’s relevant criteria as set out in the Director Nomination Policy that are necessary to complement the corporate strategy and achieve Board diversity, where appropriate, before making recommendations to the Board.
During the year, the Remuneration and Nomination Committee held 5 meetings.
The Remuneration and Nomination Committee reviewed and made recommendations to the Board on the remuneration policy and the remuneration packages of the executive Directors and senior management, as well as assessed the performance of executive Directors and approved the terms of executive Directors’ service contracts.
The Remuneration and Nomination Committee also reviewed the structure, size and composition of the Board and the independence of the independent non-executive Directors at least annually, and considered the qualifications of the retiring Directors standing for election at the general meeting.
The Remuneration and Nomination Committee considered an appropriate balance of diversity perspectives of the Board is maintained.
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# Corporate Governance Report
## Strategy and ESG Committee
The current members of the Strategy and ESG Committee are three executive Directors, namely Mr. CHEN Dayu (serving as the chairman), Mr. LI Minghui and Mr. ZHANG Wei, and one independent non-executive Director, which is Mr. QIN Haiyan.
In response to the new regulatory requirements promulgated by the Stock Exchange regarding ESG-related matters, and to further enhance the Board’s effectiveness in ESG management and its capabilities in sustainability management, as well as to improve the Company’s overall ESG management system, on 28 September 2025, the Board resolved to rename the Strategy Committee as the Strategy and ESG Committee under the Board. The primary function of the Strategy and ESG Committee is to make recommendations to the Board on the long-term development strategies of the Company and to oversee ESG-related matters.
During the year, the Strategy and ESG Committee held 4 meetings.
## Legal and Compliance Management Committee
The current members of the Legal and Compliance Management Committee are Mr. ZHOU Jianyu (serving as the chairman), a non-executive Director, Mr. LI Minghui, an executive Director, and Ms. HU Zhiying (appointed as a member on 28 September 2025), an independent non-executive Director.
Mr. WANG Hongxin ceased to be a member of the Legal and Compliance Management Committee on 28 September 2025.
The primary function of the Legal and Compliance Management Committee is to further enhance the Company’s capability of preventing and mitigating significant risks associated with the operation of the Company.
During the year, the Legal and Compliance Management Committee held 2 meetings.
## Board Diversity Policy
The Company has adopted a Board Diversity Policy which sets out the approach to achieve diversity of the Board and is available on the website of the Company. The Company recognises and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level as an essential element in maintaining the Company’s competitive advantage as well as a key element in attaining its strategic objectives and sustainable development. The Board currently has three female directors in position.
Pursuant to the Board Diversity Policy, the Remuneration and Nomination Committee will review annually the structure, size and composition of the Board and where appropriate, make recommendations on changes to the Board to complement the Company’s development strategy. In relation to reviewing and assessing the Board composition and the nomination of directors, the Remuneration and Nomination Committee is committed to diversity at all levels and will consider a number of aspects, including but not limited to gender, age, cultural and educational background, professional qualifications, skills, knowledge and industry and regional experience and term of service.
---
# Corporate Governance Report
The Company aims to maintain an appropriate balance of diversity perspectives that are relevant to the Company’s business growth and is also committed to ensuring that the selection and nomination of Board positions are appropriately structured so that a diverse range of candidates are considered.
The Company considers that the Board has a well-balanced cultural background, educational background, industry experience and professional experience. The Board has set measurable objectives to implement the Board Diversity Policy and reviewed such objectives from time to time to ensure their appropriateness and ascertain the progress made towards achieving those objectives.
The Board conducts annual review on the implementation of the Board Diversity Policy to ensure its effectiveness.
As of 31 December 2025, the Group had 3,260 employees, including 2,635 male employees and 625 female employees. The proportion of male and female employees to our total workforce (including senior management) was approximately 80.83% and 19.17%. Differences in education degree, culture background, professional background and job requirements are the main factors dominating the employee gender diversity. The principal businesses of the Company are wind power generation, photovoltaic power generation, gas-fired power and heat energy generation, hydropower generation and other businesses related to clean energy, with the industry feature of high concentration of male employees. The Company recognises the benefits of employee diversity, and will make every possible effort to promote employee diversity, especially gender diversity. In order to promote gender diversity, and on the premise of offering equal opportunities for recruitment, career development and promotion, the Company will continue to introduce all kinds of professional talents of both genders according to its own development needs, and take gender diversity into consideration for recruitment and selection of senior management and employees, with an aim to cultivate and build a talent team with reasonable structure, gender diversity and equal opportunities.
## Director Nomination Policy
The Board has delegated its responsibilities and authority for selection of Directors to the Remuneration and Nomination Committee of the Company.
The Company has adopted a Director Nomination Policy which sets out the selection criteria and process in the nomination and appointment of Directors and aims to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company and the continuity of the Board and appropriate leadership at Board level.
The Director Nomination Policy sets out the factors for assessing the suitability and the potential contribution to the Board of a proposed candidate, including but not limited to the following:
* Character and integrity.
* Qualifications including professional qualifications, skills, knowledge and experience and diversity aspects under the Board Diversity Policy that are relevant to the Company’s business and corporate strategy.
---
# Corporate Governance Report
- Any measurable objectives adopted for achieving diversity on the Board.
- Requirement for the Board to have independent non-executive directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules.
- Any potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence and gender diversity.
- Willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company.
- A candidate who is nominated as director should meet the relevant qualifications of director’s appointment as stated in the Company Law, the Articles of Association and other applicable laws and regulations.
- Such other perspectives that are appropriate to the Company’s business and succession plan and where applicable, may be adopted and/or amended by the Board and/or the Remuneration and Nomination Committee from time to time for nomination of directors and succession planning.
The Director Nomination Policy also sets out the procedures for the selection and appointment of new Directors and re-election of Directors at general meetings.
The Remuneration and Nomination Committee will review the Director Nomination Policy to ensure its effectiveness.
## Corporate Governance Functions
The Board is responsible for performing the functions set out in the code provision A.2.1 of the part two of the CG Code.
During the year, the Board had reviewed the Company’s corporate governance policies and practices, training and continuous professional development of Directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code and Employees Written Guidelines, and the Company’s compliance with the CG Code and disclosure in this Corporate Governance Report.
---
# Corporate Governance Report
## ATTENDANCE RECORDS OF DIRECTORS AND COMMITTEE MEMBERS
The attendance records of each Director at the Board and Board Committee meetings and the general meetings of the Company held during the year ended 31 December 2025 is set out in the table below:
| Name of Director | Board | Audit Committee | Remuneration and Nomination Committee | Strategy and ESG Committee | Legal and Compliance Management Committee | Annual General Meeting | Extraordinary General Meeting |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| CHEN Dayu | 11/11 | – | – | 4/4 | – | 1/1 | 3/3 |
| LI Minghui | 11/11 | – | – | 4/4 | 2/2 | 1/1 | 2/3 |
| ZHANG Wei | 11/11 | – | – | 4/4 | – | 1/1 | 3/3 |
| ZHOU Jianyu | 11/11 | – | – | – | 2/2 | 1/1 | 3/3 |
| SONG Zhiyong ⁽¹⁾ | 10/10 | 4/4 | – | – | – | 1/1 | 3/3 |
| GUO Yao ⁽²⁾ | 1/1 | 1/1 | – | – | – | 0/0 | 0/0 |
| ZHANG Yi | 11/11 | – | 5/5 | – | – | 1/1 | 1/3 |
| ZHAO Jie | 11/11 | 5/5 | 5/5 | – | – | 1/1 | 3/3 |
| WANG Hongxin ⁽³⁾ | 11/11 | – | 2/2 | – | 2/2 | 1/1 | 3/3 |
| QIN Haiyan | 11/11 | – | – | 4/4 | – | 1/1 | 3/3 |
| HU Zhiying ⁽⁴⁾ | 11/11 | 5/5 | 3/3 | – | – | 1/1 | 3/3 |
Notes:
(1) Mr. SONG Zhiyong ceased to be a member of the Audit Committee on 23 December 2025.
(2) Mr. GUO Yao was appointed as a member of the Audit Committee on 23 December 2025.
(3) Mr. WANG Hongxin ceased to be a member of the Legal and Compliance Management Committee, and was appointed as a member of the Remuneration and Nomination Committee on 28 September 2025.
(4) Ms. HU Zhiying ceased to be a member of the Remuneration and Nomination Committee, and was appointed as a member of the Legal and Compliance Management Committee on 28 September 2025.
Apart from regular Board meetings, the Chairman also held meetings with the independent non-executive Directors without the presence of other Directors during the year.
---
# Corporate Governance Report
## RISK MANAGEMENT AND INTERNAL CONTROLS
The Board acknowledges its responsibility for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company’s strategic objectives, and establishing and maintaining appropriate and effective risk management and internal control systems.
The Audit Committee assists the Board in leading the management and overseeing their design, implementation and monitoring of the risk management and internal control systems.
The Company has developed and adopted various risk management procedures and guidelines with defined authority for implementation by key business processes and office functions, including project management, sales and leasing, financial reporting, human resources and information technology.
All divisions/departments conducted internal control assessment regularly to identify risks that potentially impact the business of the Group and various aspects including key operational and financial processes, regulatory compliance and information security. Self-evaluation has been conducted annually to confirm that control policies are properly complied with by each division/department.
The management, in coordination with division/department heads, assessed the likelihood of risk occurrence, provided treatment plans, and monitored the risk management progress, and reported to the Audit Committee and the Board on all findings and the effectiveness of the systems.
Review on the risk management and internal control system is conducted once a year, covering the period from 1 January 2025 to 31 December 2025. The management has confirmed to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems for the year ended 31 December 2025.
The Company has established its internal audit function and performed independent review of the adequacy and effectiveness of the risk management and internal control systems. The internal audit function examined key issues in relation to the accounting practices and all material controls and provided its findings and recommendations for improvement to the Audit Committee.
The Board, as supported by the Audit Committee as well as the management report and the internal audit findings, reviewed the risk management and internal control systems, including the financial, operational and compliance controls, for the year ended 31 December 2025, and considered that such systems are effective and adequate. The annual review also covered the adequacy of resources, staff qualifications and experience, training programmes and budget of the Group’s accounting, internal audit and financial reporting functions as well as the ESG performance and reporting.
---
# Corporate Governance Report
The Group has in place effective whistleblowing policies for the employees and relevant third parties (namely the clients, suppliers, creditors and debtors) to report any suspected violation, fraud and corruption practice through designated channels. Independent investigation will be conducted for any reported case. Meanwhile, all the information provided by the whistle-blowers and the identity of the whistle-blowers will be kept confidential. The Group will continue to improve its internal control and disciplinary system, and immediate actions will be taken when any illegal behaviour is discovered.
The Board and the Audit Committee will conduct regular review on the whistleblowing policies and mechanism to enhance their effectiveness.
The Company has developed its disclosure policy which provides a general guide to the Company’s Directors, senior management and relevant employees in handling confidential information, monitoring information disclosure and responding to enquiries.
Control procedures have been implemented to ensure that unauthorized access and use of inside information are strictly prohibited.
The Group has in place an anti-corruption mechanism which forms a part of the corporate governance framework of the Group. The anti-corruption mechanism is reviewed and updated periodically to align with the applicable laws and regulations and the best practice of the industry.
## DIRECTORS’ RESPONSIBILITY IN RESPECT OF THE FINANCIAL STATEMENTS
The Directors acknowledge their responsibility for preparing the financial statements of the Company for the year ended 31 December 2025.
The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.
The statement of the external auditor of the Company about their reporting responsibilities on the financial statements is set out in the Independent Auditor’s Report on pages 95 to 96.
Where appropriate, a statement will be submitted by the Audit Committee explaining its recommendation regarding the selection, appointment, resignation or dismissal of external auditors and the reasons why the Board has taken a different view from that of the Audit Committee.
## AUDITORS’ REMUNERATION
During the year ended 31 December 2025, the remuneration paid and payable to the international auditor and domestic auditor for audit services was RMB6,261,000 in aggregate, and service fees for non-audit services paid and payable to the international auditor and domestic auditor (including their respective member firms) was RMB2,637,000 in aggregate, which was for the professional services relating to the financing and other special audits of the Group.
---
# Corporate Governance Report
## COMPANY SECRETARY
Mr. ZHANG Wei and Mr. CHUNG Ming Fai currently serve as our joint company secretaries. Mr. LEUNG Chi Kit, our former joint company secretary, has resigned as a joint company secretary of the Company with effect from 17 January 2025, and Mr. CHEUNG Kai Cheong Willie, a senior manager of SWCS Corporate Services Group (Hong Kong) Limited, has been appointed as a joint company secretary of the Company with effect from 17 January 2025. Mr. CHEUNG Kai Cheong Willie possesses the necessary qualifications and experience required under Rules 3.28 and 8.17 of the Listing Rules. From 8 July 2025, Mr. CHEUNG Kai Cheong Willie, our former joint company secretary, has resigned as a joint company secretary of the Company. From 8 July 2025, Mr. CHUNG Ming Fai, a senior vice president of SWCS Corporate Services Group (Hong Kong) Limited, has been appointed as a joint company secretary of the Company. Mr. CHUNG Ming Fai possesses the necessary qualifications and experience required under Rules 3.28 and 8.17 of the Listing Rules. Mr. ZHANG Wei (the secretary to the Board and joint company secretary) serves as the main contact person of the Company for Mr. CHUNG Ming Fai. All Directors of the Company are entitled to obtain the advice and services from the company secretaries to ensure their compliance with Board procedures and all applicable laws, rules and regulations.
For the year ended 31 December 2025, Mr. ZHANG Wei, Mr. CHUNG Ming Fai and Mr. CHEUNG Kai Cheong Willie (our former joint company secretary) have undertaken not less than 15 hours of relevant professional training in compliance with Rule 3.29 of the Listing Rules.
## SHAREHOLDERS’ RIGHTS
The Company engages with Shareholders through various communication channels.
To safeguard Shareholders’ interests and rights, separate resolution is proposed for each substantially separate issue at Shareholders’ meetings, including the election of individual Directors.
All resolutions put forward at Shareholders’ meetings will be voted by poll pursuant to the Listing Rules and poll results will be posted on the websites of the Company and the Stock Exchange after each Shareholders’ meeting.
### Convening a General Meeting by Shareholders
Shareholders holding 10% or more of the Shares (individually or together with others) shall be entitled to request for an extraordinary general meeting.
By signing one or several written requests with the same content and format, and stating the subject of the meeting, the aforesaid Shareholders may request the Board to convene an extraordinary general meeting. Shares held by the above Shareholders shall be calculated as at the date of submitting the written request.
---
# Corporate Governance Report
### Putting Forward Proposals at General Meetings
Pursuant to the Articles of Association, when a general meeting is held by the Company, the Board or Shareholders who individually or together holding more than 1% of the Shares of the Company may propose resolutions to the Company. Shareholders who individually or together holding 1% or more of the Shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting 10 days before the holding of the general meeting.
The contents of the proposals to be raised shall be within the scope of duties of the general meetings. It shall have a clear topic and specific matters to be resolved on, and shall be in compliance with relevant requirements of the laws, administrative regulations and the Articles of Association.
### Putting Forward Enquiries to the Board
For putting forward any enquiries to the Board, Shareholders may send written enquiries to the Company. The Company will not normally deal with verbal or anonymous enquiries.
### Contact Details
Shareholders may send their enquiries or requests as mentioned above to the following:
| | |
| :--- | :--- |
| **Address:** | 7/8/9 Floor, No. 6 Xibahe Road
Chaoyang District, Beijing, the PRC
(For the attention of the company secretary) |
For the avoidance of doubt, Shareholders must deposit and send the original duly signed written requisition, notice or statement, or enquiry (as the case may be) to the above address and provide their full names, contact details and identification in order to give effect thereto. Shareholders' information may be disclosed as required by law.
## COMMUNICATION WITH SHAREHOLDERS AND INVESTORS/INVESTOR RELATIONS
The Company considers that effective communication with Shareholders is essential for enhancing investor relations and investor understanding of the Group's business performance and strategies. The Company endeavors to maintain an on-going dialogue with Shareholders and in particular, through annual general meetings and extraordinary general meetings. The Chairman of the Board, non-executive Directors, independent non-executive Directors, and the chairman of all Board committees (or their delegates) will make themselves available at general meetings to meet Shareholders and answer their enquiries upon request.
---
# Corporate Governance Report
On 18 June 2025, the resolution in relation to the amendments to the Articles of Association was approved at the annual general meeting of the Company. The amendments to the Articles of Association are primarily to reflect and comply with the recent changes in the PRC laws and regulations, including the Company Law, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) and the Guidance for the Articles of Association of Listed Companies (《上市公司章程指引》), the relevant amendments to the Listing Rules as well as other rule amendments, and taking into account the actual situation of the Company, so to ensure compliance with the corresponding changes in laws and regulations. An up-to-date version of the Articles of Association is available on the Company’s website and the Stock Exchange’s website. For details regarding the amendments to the Articles of Association, please refer to the circular of the Company dated 20 May 2025.
## POLICIES RELATING TO SHAREHOLDERS
The Company has in place a Shareholders’ Communication Policy to ensure that Shareholders’ views and concerns are appropriately addressed. The Board conducts annual review on the Shareholders’ Communication Policy to ensure its effectiveness. Pursuant to the Shareholders’ Communication Policy, the Company regularly holds the annual general meeting every year; the Company establishes a special investor relations section on its website for updating the information regularly, and uploads to the Company’s website such information which have been published to the Stock Exchange within one hour, to ensure that the update information about the Group are available to shareholders and potential investors in a timely manner. Such information includes financial statements, results announcements, circulars, notices of general meetings and relevant explanatory documents, and all announcements. The Company convenes the results presentation every half year to timely inform shareholders or potential investors the Company’s results. The Company receives inquiries from shareholders or potential investors from time to time. Through the above-mentioned measures, the Company can effectively implement the Shareholders’ Communication Policy, to ensure that the Company maintains long-term effective and good communication with its shareholders. During the year, the Board has reviewed the implementation and effectiveness of the Shareholders’ Communication Policy after taking into consideration, including but not limited to, all existing communication and engagement channels. The Board is of the opinion that the Shareholders’ Communication Policy has been properly implemented during the year and is effective. In accordance with the Expansion of the Paperless Listing Regime and the Electronic Dissemination of Corporate Communications issued by the Hong Kong Stock Exchange which came into effect on 31 December 2023, the Company adopted the arrangement for electronic dissemination of corporate communications. Corporate communications refer to any documents issued or to be issued by the Company for information or action of holders of securities of the Company, including but not limited to (a) report of directors, annual accounts together with a copy of the auditors’ report and (where applicable) summary of financial report; (b) interim reports and a summary thereof (where applicable); (c) notices of meetings; (d) listing documents; (e) circulars and (f) proxy forms. Corporate communications in the future, both in English and Chinese, will be published on the websites of the Company (www.jncec.com) and HKEXnews (www.hkexnews.hk) in substitution of printed copy.
The Company has adopted a Dividend Policy on payment of dividends. Depending on the financial conditions of the Company and the Group and the conditions and factors as set out in the Dividend Policy, dividends may be proposed and/or declared by the Board during a financial year and any final dividend for a financial year will be subject to the approval of general meetings. Such details have been disclosed in this Annual Report.
---
# Independent Auditor’s Report
KPMG
**TO THE SHAREHOLDERS OF BEIJING JINGNENG CLEAN ENERGY CO., LIMITED**
(Incorporated in the People’s Republic of China with limited liability)
## OPINION
We have audited the consolidated financial statements of Beijing Jingneng Clean Energy Co., Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 97 to 237, which comprise the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes, comprising material accounting policy information and other explanatory information.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standard Board (“IASB”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.
## BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) as issued by the International Auditing and Assurance Standards Board (“IAASB”). Our responsibilities under those standards are further described in the *Auditor’s Responsibilities for the audit of the consolidated financial statements* section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ *International Code of Ethics for Professional Accountants (including International Independence Standards)* (IESBA Code) (the “Code”), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
---
# Independent Auditor’s Report
## KEY AUDIT MATTER
Key audit matter is the matter that, in our professional judgement, was of most significance in our audit of the consolidated financial statements of the current period. The matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
### Assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets
*Refer to Notes 16, 17 and 18 to the consolidated financial statements and the accounting policies in Note 3.*
| Key audit matter | How the matter was addressed in our audit |
| :--- | :--- |
| As at 31 December 2025, the Group’s property, plant and equipment, intangible assets and right-of-use assets (“non-current assets”) had a total carrying value of RMB71,841 million.
In accordance with the prevailing accounting standards, management performed an assessment at the end of the reporting period to determine whether there was any indication that these non-current assets may be impaired.
Management performed an assessment for potential impairment by comparing the carrying amount of the cash-generating units (“CGUs”) to which the non-current assets have been allocated with the recoverable amounts, determined by assessing the value-in-use through the preparation of discounted cash flow forecasts. Preparing discounted cash flow forecasts involves the exercise of significant management judgement, in particular in forecasting future sales volumes, on-grid tariffs and in determining an appropriate discount rate. | Our audit procedures to address the assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets included the following:
• obtaining an understanding of and assessing the design and implementation of key internal controls relating to assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets;
• assessing the appropriateness of the methodologies used by management to estimate the recoverable amounts of CGUs with reference to the requirements of the prevailing accounting standards;
• challenging the reasonableness of significant judgements, such as future sales volumes, on-grid tariffs, by comparing with the historical performance and on-grid tariffs and government’s policies on on-grid tariffs; |
---
# Independent Auditor’s Report
## KEY AUDIT MATTER (continued)
### Assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets (continued)
Refer to Notes 16, 17 and 18 to the consolidated financial statements and the accounting policies in Note 3.
| Key audit matter | How the matter was addressed in our audit |
| :--- | :--- |
| We identified the assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets as a key audit matter because the carrying value of these non-current assets is material to the consolidated financial statements and also because the impairment assessments performed by management involve certain critical judgments in respect of the assumptions made which are inherently uncertain and could be subject to management bias. | • on a sample basis, involving our internal valuation specialists to assist us in evaluating the appropriateness of the methodology adopted in the impairment assessment with reference to requirements of the prevailing accounting standards and the reasonableness of the discount rates applied in the cash flow forecasts by benchmarking against those used by companies in the same industry;
• comparing the actual results for the current year with management’s forecast in the previous year to assess the historical accuracy of management’s forecasting process and if there is any indication of management bias;
• evaluating the sensitivity analysis prepared by management for each of the key assumptions and discount rates adopted in the discounted cash flow forecast and considering the possibility of management bias; and
• assessing the disclosures in the consolidated financial statements in respect of the assessment of potential impairment of certain property, plant and equipment, intangible assets and right-of-use assets with reference to the requirements of the prevailing accounting standards. |
---
# Independent Auditor’s Report
## INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON
The directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon. We obtained management discussion and analysis prior to the date of this auditor’s report and expect the remaining other information to be made available to us after that date.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon as part of our engagement to audit the consolidated financial statements. We have been engaged to perform an assurance engagement on the disclosed continuing connected transactions that form part of the other information and provide a separate assurance practitioner’s conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
## RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The directors are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group’s financial reporting process.
---
# Independent Auditor’s Report
## AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
* Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
* Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
* Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
---
# Independent Auditor’s Report
## AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
* Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in the independent auditor’s report is Ho Ying Man Simon (practising certificate number: P04538).
**KPMG**
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
26 March 2026
---
# Consolidated Statement of Profit or Loss
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | Note | 2025 | 2024 |
| :--- | :---: | :---: | :---: |
| | | **RMB’000** | **RMB’000** |
| Revenue | 5 | 20,877,049 | 20,561,740 |
| Other income | 7 | 349,844 | 509,039 |
| Gas consumption | | (9,377,014) | (9,225,551) |
| Depreciation and amortisation expense | 12 | (3,772,612) | (3,739,670) |
| Personnel costs | 12 | (1,569,858) | (1,499,692) |
| Repairs and maintenance | | (364,310) | (305,288) |
| Other expenses | 8 | (1,263,857) | (1,159,472) |
| Other gains and losses, net | 9 | 30,828 | 130,119 |
| Impairment losses recognised under expected credit loss model, net | | (80,983) | (10,117) |
| Profit from operations | | 4,829,087 | 5,261,108 |
| Interest income | 10 | 42,618 | 64,548 |
| Finance costs | 10 | (1,249,401) | (1,152,740) |
| Share of results of associates | | 121,103 | 119,423 |
| Share of result of a joint venture | | 20,198 | (12,537) |
| Profit before taxation | | 3,763,605 | 4,279,802 |
| Income tax expense | 11 | (676,777) | (858,907) |
| Profit for the year | 12 | 3,086,828 | 3,420,895 |
| Profit for the year attributable to: | | | |
| – Equity shareholders of the Company | | 2,947,554 | 3,245,045 |
| – Holders of perpetual notes | 42 | 74,264 | 97,548 |
| – Non-controlling interests | | 65,010 | 78,302 |
| | | 3,086,828 | 3,420,895 |
| Earnings per share | | | |
| Basic and diluted (RMB cents) | 15 | 35.75 | 39.36 |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Profit or Loss and Other Comprehensive Income
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| | | |
| **Profit for the year** | **3,086,828** | **3,420,895** |
| | | |
| **Other comprehensive income** | | |
| | | |
| **Items that will not be reclassified to profit or loss:** | | |
| Fair value changes on equity instruments at fair value through other comprehensive income | 14,800 | 13,500 |
| Income tax relating to items that will not be reclassified to profit or loss | (3,700) | (3,375) |
| | 11,100 | 10,125 |
| | | |
| **Items that may be reclassified subsequently to profit or loss:** | | |
| Exchange differences on translating foreign operations | 31,721 | (63,610) |
| Cash flow hedges: | | |
| Net movement during the year – continuing hedges | (10,950) | (19,751) |
| Reclassification of reserves in relation with power purchase agreement – discontinued hedges | – | 20,413 |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 3,285 | (199) |
| | 24,056 | (63,147) |
| | | |
| **Other comprehensive income for the year, net of income tax** | **35,156** | **(53,022)** |
| | | |
| **Total comprehensive income for the year** | **3,121,984** | **3,367,873** |
| | | |
| **Total comprehensive income for the year attributable to:** | | |
| – Equity shareholders of the Company | 2,965,338 | 3,234,304 |
| – Holders of perpetual notes | 74,264 | 97,548 |
| – Non-controlling interests | 82,382 | 36,021 |
| | **3,121,984** | **3,367,873** |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Financial Position
### AT 31 DECEMBER 2025
| | | 31 December | 31 December |
| :--- | :---: | :---: | :---: |
| | Note | 2025 | 2024 |
| | | RMB’000 | RMB’000 |
| **Non-current assets** | | | |
| Property, plant and equipment | 16 | 66,035,221 | 63,752,419 |
| Right-of-use assets | 17 | 2,145,311 | 2,121,278 |
| Intangible assets | 18 | 3,660,286 | 3,927,116 |
| Goodwill | 19 | 65,855 | 65,855 |
| Finance lease receivables | 27 | 1,050,380 | 1,323,897 |
| Investments in associates | 21(a) | 2,732,208 | 1,613,201 |
| Loans to an associate | 21(b) | – | 38,000 |
| Investment in a joint venture | 22(a) | 83,916 | 63,718 |
| Loans to a joint venture | 22(b) | 70,000 | 70,000 |
| Deferred tax assets | 23 | 219,079 | 213,113 |
| Equity instrument at fair value through other comprehensive income | 24 | 120,800 | 106,000 |
| Value-added tax recoverable | 29 | 1,854,311 | 1,812,205 |
| Deposit paid for acquisition of property, plant and equipment | | 1,503,847 | 1,376,944 |
| Restricted bank deposits | 31 | 47,959 | 46,807 |
| Other non-current assets | | 315,659 | 457,652 |
| | | **79,904,832** | **76,988,205** |
| | | | |
| **Current assets** | | | |
| Inventories | 25 | 94,788 | 94,574 |
| Finance lease receivables | 27 | 371,812 | 83,079 |
| Trade and bills receivables | 26 | 12,291,500 | 14,016,906 |
| Other receivables, deposits and prepayments | 28 | 1,116,242 | 874,894 |
| Current tax assets | | 27,432 | 37,570 |
| Amounts due from related parties | 46(a) | 560,934 | 592,653 |
| Value-added tax recoverable | 29 | 597,410 | 577,186 |
| Financial asset at fair value through profit or loss | 30 | 336,492 | 335,573 |
| Derivative financial assets | 37 | – | 5,517 |
| Restricted bank deposits | 31 | 221,918 | 45,661 |
| Time deposits | | 365,703 | – |
| Cash and cash equivalents | 32 | 8,164,915 | 7,401,623 |
| | | **24,149,146** | **24,065,236** |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Financial Position
## AT 31 DECEMBER 2025
| | Note | 31 December 2025 RMB’000 | 31 December 2024 RMB’000 |
| :--- | :---: | :---: | :---: |
| **Current liabilities** | | | |
| Trade and other payables | 33 | 7,017,846 | 6,784,117 |
| Amounts due to related parties | 46(b) | 489,034 | 330,113 |
| Bank and other borrowings – due within one year | 34 | 16,069,782 | 13,154,078 |
| Short-term debentures | 35 | 5,522,327 | 5,532,001 |
| Medium-term notes | 36 | 94,243 | 1,114,482 |
| Corporate bonds | | – | 613,432 |
| Contract liabilities | | 245,452 | 144,167 |
| Lease liabilities | 39 | 29,904 | 58,626 |
| Income tax payable | | 165,614 | 383,755 |
| | | 29,634,202 | 28,114,771 |
| **Net current liabilities** | | (5,485,056) | (4,049,535) |
| **Total assets less current liabilities** | | 74,419,776 | 72,938,670 |
| **Non-current liabilities** | | | |
| Bank and other borrowings – due after one year | 34 | 24,428,042 | 26,808,495 |
| Medium-term notes | 36 | 8,993,349 | 6,993,538 |
| Deferred tax liabilities | 23 | 377,851 | 406,197 |
| Deferred income | 38 | 207,961 | 228,413 |
| Derivative financial liability | 37 | 5,383 | – |
| Lease liabilities | 39 | 923,027 | 889,039 |
| Other non-current liability | | 161,499 | 130,213 |
| | | 35,097,112 | 35,455,895 |
| **Net assets** | | 39,322,664 | 37,482,775 |
The notes on pages 108 to 237 form part of these financial statements.
---
## Consolidated Statement of Financial Position
AT 31 DECEMBER 2025
| | Note | 31 December 2025 | 31 December 2024 |
| :--- | :---: | ---: | ---: |
| | | **RMB’000** | **RMB’000** |
| **Capital and reserves** | | | |
| Share capital | 40 | 8,244,508 | 8,244,508 |
| Reserves | | 26,701,023 | 24,916,574 |
| Equity attributable to equity shareholders of the Company | | 34,945,531 | 33,161,082 |
| Perpetual notes | 42 | 3,017,447 | 3,028,303 |
| Non-controlling interests | | 1,359,686 | 1,293,390 |
| **Total equity** | | **39,322,664** | **37,482,775** |
The consolidated financial statements on pages 97 to 237 were approved and authorised for issue by the board of directors on 26 March 2026 and are signed on its behalf by:
| CHEN DAYU | LI MINGHUI |
| :--- | :--- |
| Director | Director |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Changes in Equity
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | Attributable to equity shareholders of the Company | | | | | | | | | | | |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | **Share capital** | **Capital reserve** | **Statutory surplus reserve** | **Other reserves** | **Fair value through other comprehensive income reserve** | **Cash flow hedging reserve** | **Currency translation differences** | **Retained profits** | **Total** | **Perpetual notes** | **Non-controlling interests** | **Total equity** |
| | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** |
| | **(Note 40)** | **(Note 41)** | **(Note (a))** | **(Note (b))** | | | | | | **(Note 42)** | | |
| **At 1 January 2025** | 8,244,508 | 3,561,803 | 3,521,296 | 495,122 | 28,481 | 3,914 | (200,857) | 17,506,815 | 33,161,082 | 3,028,303 | 1,293,390 | 37,482,775 |
| | | | | | | | | | | | | |
| Profit for the year | – | – | – | – | – | – | – | 2,947,554 | 2,947,554 | 74,264 | 65,010 | 3,086,828 |
| Other comprehensive income for the year | – | – | – | – | 11,100 | (4,599) | 11,283 | – | 17,784 | – | 17,372 | 35,156 |
| | | | | | | | | | | | | |
| **Total comprehensive income for the year** | – | – | – | – | 11,100 | (4,599) | 11,283 | 2,947,554 | 2,965,338 | 74,264 | 82,382 | 3,121,984 |
| | | | | | | | | | | | | |
| Issuance of perpetual notes | – | – | – | – | – | – | – | – | – | 1,000,000 | – | 1,000,000 |
| Issuance costs | – | – | – | – | – | – | – | – | – | (100) | – | (100) |
| Repayments of perpetual notes | – | – | – | – | – | – | – | – | – | (998,620) | – | (998,620) |
| Capital contribution in subsidiaries from non-controlling interest | – | – | – | – | – | – | – | – | – | – | 43,640 | 43,640 |
| Appropriation to statutory surplus reserve | – | – | 319,459 | – | – | – | – | (319,459) | – | – | – | – |
| Appropriations and utilisations of specific reserve (Note (d)) | – | – | – | 34,833 | – | – | – | (36,757) | (1,924) | – | 1,924 | – |
| Dividends declared | – | – | – | – | – | – | – | (1,178,965) | (1,178,965) | (86,400) | (61,650) | (1,327,015) |
| | | | | | | | | | | | | |
| **At 31 December 2025** | 8,244,508 | 3,561,803 | 3,840,755 | 529,955 | 39,581 | (685) | (189,574) | 18,919,188 | 34,945,531 | 3,017,447 | 1,359,686 | 39,322,664 |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Changes in Equity
### FOR THE YEAR ENDED 31 DECEMBER 2025
**Attributable to equity shareholders of the Company**
| | Share capital | Capital reserve | Statutory surplus reserve | Other reserves | Fair value through other comprehensive income reserve | Cash flow hedging reserve | Currency translation differences | Retained profits | Total | Perpetual notes | Non-controlling interests | Total equity |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| | (Note 40) | (Note 41) | (Note (a)) | (Note (b)) | | | | | | (Note 42) | | |
| **At 1 January 2024** | 8,244,508 | 3,566,303 | 3,195,643 | 52,915 | 18,356 | 3,768 | (179,845) | 15,776,398 | 30,678,046 | 3,023,455 | 819,177 | 34,520,678 |
| Profit for the year | – | – | – | – | – | – | – | 3,245,045 | 3,245,045 | 97,548 | 78,302 | 3,420,895 |
| Other comprehensive income for the year | – | – | – | – | 10,125 | 146 | (21,012) | – | (10,741) | – | (42,281) | (53,022) |
| **Total comprehensive income for the year** | – | – | – | – | 10,125 | 146 | (21,012) | 3,245,045 | 3,234,304 | 97,548 | 36,021 | 3,367,873 |
| Issuance of perpetual notes | – | – | – | – | – | – | – | – | – | 1,000,000 | – | 1,000,000 |
| Issuance costs | – | – | – | – | – | – | – | – | – | (800) | – | (800) |
| Repayments of perpetual notes | – | (4,500) | – | – | – | – | – | – | (4,500) | (995,500) | – | (1,000,000) |
| Disposal of partial interests in a subsidiary without loss of control (Note (c)) | – | – | – | 405,733 | – | – | – | – | 405,733 | – | 513,080 | 918,813 |
| Capital contribution in a subsidiary from non-controlling interest | – | – | – | – | – | – | – | – | – | – | 52,143 | 52,143 |
| Appropriation to statutory surplus reserve | – | – | 325,653 | – | – | – | – | (325,653) | – | – | – | – |
| Appropriations and utilisations of specific reserve (Note (d)) | – | – | – | 36,474 | – | – | – | (36,393) | 81 | – | (81) | – |
| Dividends declared | – | – | – | – | – | – | – | (1,152,582) | (1,152,582) | (96,400) | (126,950) | (1,375,932) |
| **At 31 December 2024** | 8,244,508 | 3,561,803 | 3,521,296 | 495,122 | 28,481 | 3,914 | (200,857) | 17,506,815 | 33,161,082 | 3,028,303 | 1,293,390 | 37,482,775 |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Changes in Equity
## FOR THE YEAR ENDED 31 DECEMBER 2025
### Notes:
(a) According to the relevant requirement in the memorandum and articles of association of Beijing Jingneng Clean Energy Co., Limited and its subsidiaries (collectively referred to as the “Group”), a portion of their profits after taxation computed in accordance with the relevant accounting principles and financial regulations in the People’s Republic of China will be transferred to statutory surplus reserve. The transfer to this reserve must be made before the distribution of a dividend to ordinary shareholders. Such statutory surplus reserve can be used to offset the previous years’ losses, if any, or increase capital. The statutory surplus reserve is non-distributable other than upon liquidation.
(b) Other reserves mainly represent: (i) the share of other comprehensive income of associates and a joint venture; (ii) specific reserve detailed in Notes (c) and (d).
(c) During the year ended 31 December 2024, Beijing Jingneng Clean Energy (Hong Kong) Co., Limited (“BJCE HK”), a wholly-owned subsidiary of the Company, disposed of its 40% equity interests in Beijing Jingneng Clean Energy (Australia) Holding Pty Ltd. (“BJCE Australia”) to Beijing Energy International (Australia) Holding Pty Ltd. （北京能源國際（澳大利亞）控股有限公司） (“BJEI Australia”), a fellow subsidiary of the Company, for a consideration of Australian dollars (“AU$”) 189,559,000 (equivalent to approximately RMB918,813,000). Upon completion of the disposal on 30 September 2024, BJCE Australia remained as a subsidiary of the Company. The difference between the consideration and the net assets attributed to the interest disposed to the non-controlling shareholder, amounting to RMB405,733,000 is credited to other reserves.
(d) Pursuant to certain regulations issued by the Ministry of Finance （財政部） and the State Administration of Work Safety （安全監管總局） of the People’s Republic of China (the “PRC”) on 21 November 2022, entities engaged in power generation are required to set up a safety fund based on certain percentage of prior year revenue for safety facilities and environment improvement, which is restricted for distribution to shareholders. Qualified safety expenditure can be transferred from safety fund to retained earnings subsequently.
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Cash Flows
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Operating activities** | | |
| Profit before taxation | 3,763,605 | 4,279,802 |
| Adjustments for: | | |
| Depreciation and amortisation expense | 3,772,612 | 3,739,670 |
| Change in fair value of financial asset at fair value through profit or loss | (9,319) | (110,443) |
| Impairment losses recognised on property, plant and equipment, and intangible assets | – | 403,363 |
| Impairment losses recognised under expected credit loss model, net | 80,983 | 10,117 |
| Cash-settled share-based payment expense | 31,709 | 11,234 |
| Loss/(gain) on disposal of property, plant and equipment | 15,158 | (471,299) |
| Gain on disposal of investments in an associate | (13,197) | – |
| Gain on fair value change of fixed forward commodity contract | – | (63,490) |
| Share of results of associates | (121,103) | (119,423) |
| Share of result of a joint venture | (20,198) | 12,537 |
| Interest income | (42,618) | (64,548) |
| Finance costs | 1,249,401 | 1,152,740 |
| Bargain purchase gain | – | (18,884) |
| Release of a contractual obligation | – | (4,768) |
| Deferred income released to profit or loss | (30,658) | (93,968) |
| | | |
| **Operating cash flows before movements in working capital** | **8,676,375** | **8,662,640** |
| Movements in working capital: | | |
| Increase in inventories | (214) | (6,800) |
| Decrease/(increase) in trade and bills receivables | 1,644,423 | (3,104,324) |
| Decrease/(increase) in amounts due from related parties | 31,719 | (348,837) |
| Decrease in other receivables, deposits and prepayments, and value-added tax recoverable | 262,114 | 965,515 |
| Increase in finance lease receivables | (15,216) | (460,731) |
| Decrease in other non-current assets | – | 336,203 |
| Increase/(decrease) in trade and other payables | 862,882 | (878,040) |
| Increase in amounts due to related parties | 143,257 | 148,745 |
| Decrease in deferred income | – | (83,057) |
| Increase in contract liabilities | 101,285 | 29,985 |
| | | |
| **Cash generated from operations** | **11,706,625** | **5,261,299** |
| Income tax paid | (923,531) | (774,793) |
| | | |
| **Net cash generated from operating activities** | **10,783,094** | **4,486,506** |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Cash Flows
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Investing activities** | | |
| Interest received | 42,618 | 64,571 |
| Dividends received | 104,763 | 87,083 |
| Repayments of loans to an associate | 38,000 | 2,000 |
| Capital injection to associates | (1,132,350) | (29,500) |
| Purchases of: | | |
| – Property, plant and equipment | (6,125,577) | (6,542,256) |
| – Intangible assets | (45,641) | (32,332) |
| – Right-of-use assets | (100,322) | (55,858) |
| Cash outflow on acquisition of subsidiaries | (1,029) | (7,200) |
| Proceeds on disposal of property, plant and equipment and intangible assets | 93,841 | 73,809 |
| Proceeds on disposal of an associate | 42,880 | – |
| Proceeds on disposal of financial assets at FVTPL | – | 39,833 |
| Withdrawal of restricted bank deposits | 59,858 | 1,327 |
| Placement of restricted bank deposits | (237,267) | (20,740) |
| Cash received from government grants | 10,206 | 19,976 |
| Net changes in time deposits | (365,703) | – |
| | | |
| **Net cash used in investing activities** | **(7,615,723)** | **(6,399,287)** |
The notes on pages 108 to 237 form part of these financial statements.
---
# Consolidated Statement of Cash Flows
## FOR THE YEAR ENDED 31 DECEMBER 2025
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| **Financing activities** | | |
| Capital injection in subsidiaries from non-controlling interests | 43,640 | 52,143 |
| Interest paid | (1,419,611) | (1,103,967) |
| New bank and other borrowings raised | 22,955,155 | 18,836,767 |
| Repayments of bank and other borrowings | (23,027,648) | (16,713,815) |
| Proceeds from issuance of short-term debentures | 10,500,000 | 7,200,000 |
| Issuance cost for short-term debentures | (661) | (994) |
| Repayments of short-term debentures | (10,500,000) | (6,500,000) |
| Proceeds from issuance of medium-term notes | 2,000,000 | 1,500,000 |
| Issuance cost for medium-term notes | (189) | (283) |
| Repayments of medium-term notes | (1,000,000) | – |
| Proceeds from issue of perpetual notes | 1,000,000 | 1,000,000 |
| Repayments of corporate bonds | (600,000) | – |
| Repayments of perpetual notes | (998,620) | (1,000,000) |
| Issuance cost of perpetual notes | (100) | (800) |
| Repayments of lease liabilities | (56,850) | (63,232) |
| Proceeds from disposal of interests in a subsidiary without loss of control | – | 893,923 |
| Dividends paid to: | | |
| – Ordinary shareholders of the Company | (1,178,965) | (1,152,582) |
| – Non-controlling interests | (61,650) | (126,950) |
| – Holders of perpetual notes | (86,400) | (96,400) |
| **Net cash (used in)/generated from financing activities** | **(2,431,899)** | **2,723,810** |
| | | |
| **Net increase in cash and cash equivalents** | **735,472** | **811,029** |
| Cash and cash equivalents at the beginning of the year | 7,401,623 | 6,605,086 |
| Effect of foreign exchange rate changes | 27,820 | (14,492) |
| **Cash and cash equivalents at the end of the year** | **8,164,915** | **7,401,623** |
| | | |
| **Represented by:** | | |
| Cash and cash equivalents at the end of the year | **8,164,915** | **7,401,623** |
The notes on pages 108 to 237 form part of these financial statements.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 1. GENERAL INFORMATION
Beijing Jingneng Clean Energy Co., Limited (the “Company”) is a joint stock company established in the PRC with limited liability and its H shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The address of the Company’s registered office is Room 118, No. 1 Ziguang East Road, Badaling Economic Development Zone, Yanqing County, Beijing, the PRC. The principal place of business of the Company is No. 6 Xibahe Road, Chaoyang District, Beijing, the PRC.
In the opinion of the directors of the Company (the “Directors”), 北京能源集團有限責任公司 (Beijing Energy Holding Co., Ltd.) (“BEH”) is the Company’s ultimate holding company (and direct parent company). BEH is a company established in the PRC with limited liability and is wholly-owned by 北京國有資本運營管理有限公司 (Beijing State-owned Capital Operation Management Co., Ltd.) (“BSCOMC”) which is established and is wholly-owned by 北京市人民政府國有資產監督管理委員會 (State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality).
The principal businesses of the Company and its subsidiaries are wind power generation, photovoltaic power generation, gas-fired power and heat energy generation, hydropower generation and other businesses related to clean energy.
The consolidated financial statements are presented in Renminbi (“RMB”), which is also the functional currency of the Company.
## 2. CHANGES IN ACCOUNTING POLICIES
The Group has applied amendments to IAS 21, The effects of changes in foreign exchange rates — Lack of exchangeability issued by the International Accounting Standards Board (the “IASB”) to the financial statements for the current accounting period. The amendments do not have a material impact on the financial statements as the Group has not entered into any foreign currency transactions in which the foreign currency is not exchangeable into another currency.
The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION
### 3.1 Basis of preparation of consolidated financial statements
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, which collective term includes all applicable individual IFRS Standards, International Accounting Standards and interpretations issued by the IASB. For the purpose of preparation of the consolidated financial statements, information is considered material if such information is reasonably expected to influence decisions made by primary users. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange and by the Hong Kong Companies Ordinance.
In preparing the consolidated financial statements, the directors have given careful consideration that at 31 December 2025, the Group has net current liabilities of RMB5,485,056,000. The Group meets its working capital requirements with cash generated from its operating activities and available financing facilities from banks. At 31 December 2025, the Group has committed unutilised financing facilities granted to the Group amounting to approximately RMB48.1 billion. The directors are confident that sufficient financing facilities will continue to be available to the Group for the foreseeable period not less than 12 months from the date of the consolidated statement of financial position. Based on the assessment, the directors are satisfied that the Group will be able to meet in full its financial obligations as they fall due for the foreseeable future. Accordingly, the consolidated financial statements have been prepared on a going concern basis.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information
**Basis of consolidation**
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:
* has power over the investee;
* is exposed, or has rights, to variable returns from its involvement with the investee; and
* has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### *Changes in the Group’s interests in existing subsidiaries*
Changes in the Group’s interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s relevant components of equity and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries, including re-attribution of relevant reserves between the Group and the non-controlling interests according to the Group’s and the non-controlling interests’ proportionate interests.
Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and non-controlling interests (if any) are derecognised. A gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the carrying amount of the assets (including goodwill), and liabilities of the subsidiary attributable to the owners of the Company. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments (“IFRS 9”) or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Business combinations
A business is an integrated set of activities and assets which includes an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired processes are considered substantive if they are critical to the ability to continue producing outputs, including an organised workforce with the necessary skills, knowledge, or experience to perform the related processes or they significantly contribute to the ability to continue producing outputs and are considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
Acquisitions of businesses, other than business combination under common control, are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
- deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
- liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date (see the accounting policy below);
- assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard; and
- lease liabilities are recognised and measured at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired leases were new leases at the acquisition date, except for leases for which (a) the lease term ends within 12 months of the acquisition date; or (b) the underlying asset is of low value. Right-of-use assets are recognised and measured at the same amount as the relevant lease liabilities, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
##### Business combinations (continued)
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net amounts of the identifiable assets acquired and liabilities assumed as at acquisition date. If, after re-assessment, the net amount of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are initially measured at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets or at fair value. The choice of measurement basis is made on a transaction-by-transaction basis.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control), and the resulting gain or loss, if any, is recognised in profit or loss or other comprehensive income, as appropriate. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income and measured under IFRS 9 would be accounted for on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period (see above), and additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
---
## Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
**Goodwill**
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see the accounting policy above) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination, which represent the lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating segment.
A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired. For goodwill arising on an acquisition in a reporting period, the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment before the end of that reporting period. If the recoverable amount is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of cash-generating units).
On disposal of the relevant cash-generating unit or any of the cash-generating unit within the group of cash-generating units, the attributable amount of goodwill is included in the determination of the amount of profit or loss on disposal. When the Group disposes of an operation within the cash-generating unit (or a cash-generating unit within a group of cash-generating units), the amount of goodwill disposed of is measured on the basis of the relative values of the operation (or the cash-generating unit) disposed of and the portion of the cash-generating unit (or the group of cash-generating units) retained.
The Group’s policy for goodwill arising on the acquisition of an associate and a joint venture is described below.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Investments in associates and a joint venture
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and a joint venture are incorporated in these consolidated financial statements using the equity method of accounting. The financial statements of associates and a joint venture used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. Changes in net assets of the associate/joint venture other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in changes in ownership interest held by the Group. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### *Investments in associates and a joint venture (continued)*
The Group assesses whether there is an objective evidence that the interest in an associate or a joint venture may be impaired. When any objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
When the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in the investee with a resulting gain or loss being recognised in profit or loss. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset within the scope of IFRS 9, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition. The difference between the carrying amount of the associate or joint venture and the fair value of any retained interest and any proceeds from disposing the relevant interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon disposal/partial disposal of the relevant associate or joint venture.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
*Revenue from contracts with customers*
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.
A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.
Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
* the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;
* the Group’s performance creates or enhances an asset that the customer controls as the Group performs; or
* the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct good or service.
A contract asset represents the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration is due.
A contract liability represents the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.
A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Revenue from contracts with customers (continued)
**Over time revenue recognition: measurement of progress towards complete satisfaction of a performance obligation**
**Output method**
The progress towards complete satisfaction of a performance obligation is measured based on output method, which is to recognise revenue on the basis of direct measurements of the value of the goods or services transferred to the customer to date relative to the remaining goods or services promised under the contract, that best depict the Group’s performance in transferring control of goods or services.
**Existence of significant financing component**
In determining the transaction price, the Group adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments agreed (either explicitly or implicitly) provides the customer or the Group with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. A significant financing component may exist regardless of whether the promise of financing is explicitly stated in the contract or implied by the payment terms agreed to by the parties to the contract.
#### Leases
**Definition of a lease**
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For contracts entered into or modified or arising from business combinations on or after the date of initial application or arising from business combinations, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Leases (continued)
**The Group as a lessee**
**Allocation of consideration to components of a contract**
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components, including contract for acquisition of ownership interests of a property which includes both leasehold land and non-lease building components, unless such allocation cannot be made reliably.
Non-lease components are separated from lease component on the basis of their relative stand-alone prices.
**Short-term leases**
The Group applies the short-term lease recognition exemption to leases of the underlying assets that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases is recognised as expense on a straight-line basis over the lease term.
**Right-of-use assets**
The cost of right-of-use assets includes:
* the amount of the initial measurement of the lease liability; and
* any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs, less any lease incentives received.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Leases (continued)
**The Group as a lessee (continued)**
**Lease liabilities**
At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. 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.
The lease payments include:
* fixed payments (including in-substance fixed payments) less any lease incentives receivable; and
* amounts expected to be payable by the Group under residual value guarantees.
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
**The Group as a lessor**
**Classification and measurement of leases**
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
Amounts due from lessees under finance leases are recognised as receivables at commencement date at amounts equal to net investments in the leases, measured using the interest rate implicit in the respective leases. Initial direct costs (other than those incurred by manufacturer or dealer lessors) are included in the initial measurement of the net investments in the leases. Interest income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
Interest and rental income which are derived from the Group’s ordinary course of business are presented as revenue.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Leases (continued)
#### The Group as a lessor (continued)
**Lease modification**
Changes in considerations of lease contracts that were not part of the original terms and conditions are accounted for as lease modifications, including lease incentives provided through forgiveness or reduction of rentals.
**(i) Finance leases**
The Group accounts for a change in the lease payments of a finance lease as a lease modification, that is not accounted for as a separate lease, in accordance with the requirements of IFRS 9. If the change represents a substantial modification, the finance lease receivables of the original lease are derecognised and a derecognition gain or loss calculated using the revised lease payments discounted at the revised discount rate is recognised in profit or loss on the date of the modification. If the change does not represent a substantial modification, the Group continues to recognise the finance lease receivables in which such carrying amount will be calculated at the present value of the modified contractual cash flows discounted at the related receivables’ original discount rate. Any adjustment to the carrying amount is recognised in profit or loss at the effective date of modification.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. When a fair value gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is also recognised in profit or loss. When a fair value gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is also recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Group using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange prevailing rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity under the heading of currency translation differences on translating foreign operations (attributed to non-controlling interests as appropriate).
Goodwill and fair value adjustments on identifiable assets acquired arising on an acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
**Borrowing costs**
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.
Any specific borrowing that remains outstanding after the related asset is ready for its intended use or sale is included in the general borrowing pool for calculation of capitalisation rate on general borrowings. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
**Government grants**
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Such grants are presented under “other income”.
The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Taxation
Income tax expense represents the sum of current and deferred income tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/loss before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and at the time of the transaction does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in a joint venture, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
##### Taxation (continued)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate and tax laws that have been enacted or substantively enacted by the end of each reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of each reporting period, to recover or settle the carrying amount of its assets and liabilities.
For the purposes of measuring deferred tax for leasing transactions in which the Group recognises the right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.
For leasing transactions in which the tax deductions are attributable to the lease liabilities and the ultimate costs incurred for provisions for decommissioning and restoration, the Group applies IAS 12 requirements to the lease liabilities, the provisions for decommissioning and restoration and the related assets separately. The Group recognises a deferred tax asset related to lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised and a deferred tax liability for all taxable temporary differences.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
**Property, plant and equipment**
Property, plant and equipment are tangible assets that held for use in the production or supply of goods or services, or for administrative purposes. Other than freehold lands and properties under construction as described below, property, plant and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and accumulated impairment losses, if any.
Freehold lands are not depreciated and are measured at cost less subsequent accumulated impairment losses.
Property, plant and equipment in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including costs of testing whether the related assets is functioning properly and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Sale proceeds of items that are produced while bringing an item of property, plant and equipment to the location and condition necessary for it to be capable of operating in the manner intended by management (such as samples produced when testing whether the asset is functioning properly), and the related costs of producing those items are recognised in the profit or loss. The cost of those items are measured in accordance with the measurement requirements of IAS 2. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost of assets (other than property, plant and equipment under construction) less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Intangible assets
The Group recognises an intangible asset arising from the wind farm concession arrangement when it has a right to receive the income for the usage of the concession infrastructure. Intangible assets recognised as a consideration for providing construction services in a concession arrangement are measured at fair value upon initial recognition. Subsequent to initial recognition, the intangible asset is measured at cost less accumulated amortisation and any accumulated impairment losses.
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. Amortisation begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by the management. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
#### Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at cost less accumulated amortisation and any accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Impairment of property, plant and equipment, right-of-use assets and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss, if any.
The recoverable amount of property, plant and equipment, right-of-use assets, and intangible assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets (or a cash-generating unit) for which the estimated future cash flows have not been adjusted.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
##### *Impairment of property, plant and equipment, right-of-use assets and intangible assets other than goodwill (continued)*
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Cash and cash equivalents
Cash and cash equivalents presented on the consolidated statement of financial position include:
(a) cash, which comprises of cash on hand and demand deposits, excluding bank balances that are subject to regulatory restrictions that result in such balances no longer meeting the definition of cash; and
(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
#### Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.
Financial assets and financial liabilities are initially measured at fair value except for trade receivables without a significant financing component which is measured at transaction price as defined in IFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss ("FVTPL")) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the gross carrying amount of a financial asset and the amortised cost of a financial liability.
#### Financial assets
#### Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortised cost:
* the financial asset is held within a business model whose objective is to collect contractual cash flows; and
* the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVTOCI”):
* the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling; and
* the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Classification and subsequent measurement of financial assets (continued)
All other financial assets are subsequently measured at FVTPL, except that at the date of initial recognition of a financial asset the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity investment is neither held for trading nor contingent consideration recognised by an acquirer in a business combination to which IFRS 3 Business Combinations (“IFRS 3”) applies.
A financial asset is held for trading if:
* it has been acquired principally for the purpose of selling in the near term; or
* on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
* it is a derivative that is not designated and effective as a hedging instrument.
In addition, the Group may irrevocably designate a financial asset that are required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
#### (i) Amortised cost and interest income
Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost and those measured subsequently at FVTOCI. For financial instruments, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit- impaired (see below). For financial assets that have subsequently become credit- impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit-impaired.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Classification and subsequent measurement of financial assets (continued)
(ii) Equity instruments designated as at FVTOCI
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the FVTOCI reserve; and are not subject to impairment assessment. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained profits.
Dividends from these investments in equity instruments are recognised in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the “other income” line item in profit or loss.
(iii) Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI or designated as FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the “other gains and losses” line item.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Impairment of financial assets
The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including trade and bills receivables, other receivables and deposits, amounts due from related parties, cash and cash equivalents, restricted bank deposits, finance lease receivables, loans to an associate and loans to a joint venture) which are subject to impairment assessment under IFRS 9, The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date.
The Group always recognises lifetime ECL for trade receivables.
For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, in which case the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.
#### (i) Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Impairment of financial assets (continued)
#### (i) Significant increase in credit risk (continued)
In particular, the following information is taken into account when assessing whether credit risk has increased significantly:
* an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;
* significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;
* existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
* an actual or expected significant deterioration in the operating results of the debtor;
* an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Impairment of financial assets (continued)
**(ii) Definition of default**
For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).
Irrespective of the above, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
**(iii) Credit-impaired financial assets**
A financial asset is credit-impaired when one or more events of default that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
(e) the disappearance of an active market for that financial asset because of financial difficulties.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
#### Impairment of financial assets (continued)
**(iv) Write-off policy**
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.
**(v) Measurement and recognition of ECL**
ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present value of all expected cash shortfalls between the contractual and expected amounts, discounted at the original effective interest rate.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in non-equity securities that are measured at FVTOCI, for which the loss allowance is recognised in OCI and accumulated in the fair value reserve does not reduce the carrying amount of the financial asset in the statement of financial position.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Financial assets (continued)
**Derecognition/modification of financial assets**
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the FVTOCI reserve is not reclassified to profit or loss, but is transferred to retained earnings.
#### Financial liabilities and equity
**Classification as debt or equity**
Financial instruments issued are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
**Equity instruments**
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Perpetual instruments, which include no contractual obligation for the Group to deliver cash or other financial assets or the Group has the sole discretion to defer payment of distribution and redemption of principal amount indefinitely are classified as equity instruments.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
**Financial liabilities and equity (continued)**
**Financial liabilities at amortised cost**
Financial liabilities including trade and other payables, amounts due to related parties, bank and other borrowings, medium-term notes, corporate bonds and short-term debentures are subsequently measured at amortised cost, using the effective interest method.
**Derecognition of financial liabilities**
The Group derecognised financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
**Derivative financial instruments**
Derivatives are initially recognised at fair value at the date when derivative contracts are entered into and are subsequently remeasured to their fair value at the end of the reporting period. The resulting gain or loss is recognised in profit or loss unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
**Hedge accounting**
The Group designates certain derivatives as hedging instruments for cash flow hedges.
At the inception of the hedging relationship the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group will assess whether the hedging relationship meets the hedge effectiveness requirements.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
#### 3.2 Material accounting policy information (continued)
**Financial instruments (continued)**
**Hedge accounting (continued)**
**Assessment of hedging relationship and effectiveness**
For hedge effectiveness assessment, the Group determines whether a hedging relationship meets all of the following requirements:
- there is an economic relationship between the hedged item and the hedging instrument;
- the effect of credit risk does not dominate the value changes that result from that economic relationship; and
- the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.
**Cash flow hedges**
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and accumulated in equity (cash flow hedging reserve) are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. Furthermore, if the Group expects that some or all of the loss accumulated in the cash flow hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)
### 3.2 Material accounting policy information (continued)
#### Financial instruments (continued)
#### Hedge accounting (continued)
#### Discontinuation of hedge accounting
The Group discontinues hedge accounting prospectively only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. Discontinuing hedge accounting can either affect a hedging relationship in its entirety or only a part of it (in which case hedge accounting continues for the remainder of the hedging relationship).
For cash flow hedge, any gain or loss recognised in other comprehensive income and accumulated in equity until the future cash flows occur. When the hedged forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
## 4. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in Note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, which may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 4. KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)
### Useful lives of property, plant and equipment
The Group’s management determines the useful lives and related depreciation expenses for its property, plant and equipment, after taking into account of the estimated residual value. This estimate is based on historical experience on the projected wear and tear incurred during power generation. It might change significantly as a result of technical innovations.
The depreciation expense for future periods would be adjusted if there are significant changes from previous estimates.
### Useful lives of concession rights and operation rights
The Group’s management determines the useful lives and related amortisation expenses for its wind farm concession rights and wind or hydropower operation rights. This estimate is based on corresponding legal or contractual arrangements, projected profitability, and current legal and economic environment. It might be significantly affected by factors that include but not limited to the changes in the legal and regulatory framework, economic environment, technical innovation, etc. The amortisation expense for future periods would be adjusted if there are significant changes from previous estimates.
### Impairment of trade receivables
The Group assesses impairment of trade receivables based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and assessment of both the current as well as the forecast direction of conditions at the end of the reporting period.
The provision of ECL is sensitive to changes in estimates. The information about the ECL and the Group’s trade receivables are disclosed in Note 48.
### Impairment of property, plant and equipment, intangible assets and right-of-use assets (“non-current assets”)
In considering the impairment losses that may be required for certain of the Group’s non-current assets, the recoverable amounts of these assets need to be determined. The recoverable amount is the higher of its fair value less costs of disposal and its value in use. It is difficult to precisely estimate the fair value because quoted market prices for these assets may not be readily available. In determining the value in use, the Group uses all readily available information in determining expected cash flows generated by the cash-generating unit to which the asset belongs, and they are discounted to their present value, which requires significant judgement relating to cash flow items such as future sales volumes and on-grid tariffs.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 4. KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)
#### Revenue recognition on clean energy power price premium
Clean energy power price premium represents the electricity price subsidy receivable from the relevant authorities in respect of the Group’s power generation business. If there is reasonable assurance that the electricity price subsidy will be received and the Group will comply with all attached conditions (if any), then the clean energy power price premium will be recognised at the applicable clean energy power price premium and the grid connected electricity quantity.
According to the Notice of the National Development and Reform Commission of the People’s Republic of China on Adjusting the Grid in Electricity Prices of Land Wind Power Benchmarks for Photovoltaic Power Generation (FGJG [2016] No. 2729) (hereinafter referred to as the “Electricity Price Notice”) issued in 2016, power plants that have obtained construction approval and are connected to the grid for power generation within the specified period will be eligible to enjoy the corresponding on-grid electricity prices of photovoltaic power generation and land wind power benchmark in their resource areas. The difference between the onshore wind power or photovoltaic power generation benchmark grid electricity price and the local coal-fired unit benchmark grid electricity price is the clean energy power price premium, which is subsidized through the National Renewable Energy Development Fund.
According to the “Several Opinions of the Ministry of Finance, National Development and Reform Commission, and National Energy Administration on Promoting the Healthy Development of Non aqueous Renewable Energy Power Generation” (Caijian [2020] No. 4), the state will no longer issue a list of additional subsidies for renewable energy electricity prices, instead the power grid companies determine and regularly publish a list of eligible renewable energy power generation subsidy projects (hereinafter referred to as the “subsidy list”). According to the Notice on Conducting the Review of the List of Subsidy Projects for Renewable Energy Generation (Cai Ban Jian [2020] No. 6), renewable energy generation projects that meet the conditions can apply to power grid companies and be included in the subsidy list after being reviewed and approved by power grid companies, provincial energy regulatory departments, and the National Renewable Energy Information Management Center.
The Group applies judgment in determining whether the conditions for grid electricity to enjoy electricity price subsidy have been met for those energy power generation projects of the Group that have not been included in the subsidy list.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 5. REVENUE
An analysis of revenue is as follows:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Revenue from contracts with customers | 20,841,736 | 20,512,847 |
| Interest income from finance lease receivables | 35,313 | 48,893 |
| | **20,877,049** | **20,561,740** |
### (i) Disaggregation of revenue from contracts with customers
**For the year ended 31 December 2025**
| | Gas-fired power and heat energy generation RMB’000 | Wind power RMB’000 | Photovoltaic power RMB’000 | Hydropower RMB’000 | Others RMB’000 | Total RMB’000 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Types of goods and services** | | | | | | |
| Sales of electricity | 10,420,850 | 5,079,206 | 2,988,390 | 188,787 | – | 18,677,233 |
| Sales of heat energy | 2,160,568 | – | – | – | – | 2,160,568 |
| Repairs and maintenance and other services | – | – | – | – | 3,935 | 3,935 |
| | | | | | | |
| **Timing of revenue recognitions** | | | | | | |
| A point in time | 12,581,418 | 5,079,206 | 2,988,390 | 188,787 | – | 20,837,801 |
| Over time | – | – | – | – | 3,935 | 3,935 |
| | | | | | | |
| **Geographical markets** | | | | | | |
| Mainland China | 12,581,418 | 4,766,444 | 2,985,717 | 188,787 | 3,935 | 20,526,301 |
| Overseas | – | 312,762 | 2,673 | – | – | 315,435 |
| | | | | | | |
| Revenue from contracts with customers | 12,581,418 | 5,079,206 | 2,988,390 | 188,787 | 3,935 | 20,841,736 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 5. REVENUE (continued)
#### (i) Disaggregation of revenue from contracts with customers (continued)
For the year ended 31 December 2024
| | Gas-fired power and heat energy generation | Wind power | Photovoltaic power | Hydropower | Others | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| **Types of goods and services** | | | | | | |
| Sales of electricity | 10,252,838 | 4,709,301 | 3,086,397 | 294,139 | – | 18,342,675 |
| Sales of heat energy | 2,157,466 | – | – | – | – | 2,157,466 |
| Repairs and maintenance and other services | – | – | – | – | 12,706 | 12,706 |
| | | | | | | |
| **Timing of revenue recognitions** | | | | | | |
| A point in time | 12,410,304 | 4,709,301 | 3,086,397 | 294,139 | – | 20,500,141 |
| Over time | – | – | – | – | 12,706 | 12,706 |
| | | | | | | |
| **Geographical markets** | | | | | | |
| Mainland China | 12,410,304 | 4,472,037 | 3,081,799 | 294,139 | 12,706 | 20,270,985 |
| Overseas | – | 237,264 | 4,598 | – | – | 241,862 |
| | | | | | | |
| **Revenue from contracts with customers** | 12,410,304 | 4,709,301 | 3,086,397 | 294,139 | 12,706 | 20,512,847 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 5. REVENUE (continued)
#### (ii) Performance obligations for contracts with customers
Power generation companies sell electricity to grid companies, electricity sales companies, and electricity users primarily based on the transaction contracts signed by both parties. Market-based transaction prices and mechanism-based electricity prices are implemented in accordance with relevant national and local policies; renewable energy power generation projects that meet national policy requirements can enjoy corresponding support policies as stipulated.
Sales of heat energy to customers are pursuant to the heat energy purchase agreements entered into between the Group and the customers. The Group’s sales of heat energy are made to the customers at the tariff rates approved by the Beijing Municipal Commission of Development and Reform.
For sales of electricity and heat energy, revenue is recognised when control of electricity and heat has been transferred, being when electricity and heat is supplied to the power grid companies and the customers. The normal credit term is 60 days upon electricity and heat is supplied. There is no significant financing component among the payment terms of sales of electricity and heat.
#### (iii) Transaction price allocated to the remaining performance obligation for contracts with customers
The expected timing of recognising revenue regarding the remaining performance obligations (unsatisfied or partially unsatisfied) as at 31 December 2025 and 2024 are within one year. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 6. SEGMENT INFORMATION
The Group manages its businesses by divisions, such as performing the monthly revenue analysis by segments which are organised by types of business. Information is reported internally to the Group’s chief operating decision maker (“CODM”), including general manager, deputy general managers and financial controller, for the purposes of resource allocation and performance assessment. The Group has presented the following operating and reportable segments:
- Gas-fired power and heat energy generation: constructing, managing and operating natural gas-fired power plants and generating electric power and heat energy for sale to external customers.
- Wind power: constructing, managing and operating wind power plants and sales of electricity generated to external customers.
- Photovoltaic power: constructing, managing and operating photovoltaic power plants and sales of electricity generated to external customers.
- Hydropower: managing and operating hydropower plants and sales of electricity generated to external customers.
Operating segments of business activities other than “Gas-fired power and heat energy generation”, “Wind power”, “Photovoltaic power” and “Hydropower” did not meet the quantitative thresholds for reportable segments in both current and prior year. Accordingly, these are grouped and presented as “Others” in the segment information.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 6. SEGMENT INFORMATION (continued)
#### (a) Segment revenue, results, assets and liabilities
An analysis of the Group’s reportable segment revenue, results, assets and liabilities for the years ended 31 December 2025 and 2024 by operating and reportable segment is as follows:
| | Gas-fired power and heat energy generation RMB’000 | Wind power RMB’000 | Photovoltaic power RMB’000 | Hydropower RMB’000 | Others RMB’000 | Total RMB’000 |
|---|---|---|---|---|---|---|
| **For the year ended 31 December 2025** | | | | | | |
| Reportable segment revenue from external customers/consolidated revenue | 12,581,418 | 5,079,206 | 2,988,390 | 188,787 | 39,248 | 20,877,049 |
| Reportable segment results (Note (i)) | 1,147,257 | 2,661,042 | 1,609,541 | 16,081 | (602,152) | 4,831,769 |
| Reportable segment assets | 14,672,392 | 43,441,897 | 36,449,264 | 3,286,362 | 39,719,783 | 137,569,698 |
| Reportable segment liabilities | (6,594,005) | (28,339,733) | (25,547,829) | (2,067,202) | (38,332,033) | (100,880,802) |
| Additional segment information: | | | | | | |
| Depreciation | 618,334 | 1,863,310 | 887,329 | 67,476 | 25,907 | 3,462,356 |
| Amortisation | 13,188 | 191,977 | 91,436 | 10,978 | 2,677 | 310,256 |
| Finance costs (Note (ii)) | 27,193 | 517,192 | 404,480 | 29,295 | 271,241 | 1,249,401 |
| Other income | 68,464 | 180,373 | 45,905 | 3,665 | 51,437 | 349,844 |
| Including: | | | | | | |
| – Government subsidies related to clean energy production | – | 20,755 | – | – | – | 20,755 |
| – Government grants related to construction of assets | 13,896 | 2,632 | 4,393 | 131 | – | 21,052 |
| – Income from carbon credits | 4,555 | 26,435 | 1,074 | – | – | 32,064 |
| – Others | 50,013 | 130,551 | 40,438 | 3,534 | 51,437 | 275,973 |
| Impairment losses recognised under expected credit loss model, net | 91,577 | (8,440) | (2,154) | – | – | 80,983 |
| Expenditures for reportable segment non-current assets | 265,962 | 2,387,650 | 3,098,244 | 4,130 | 40,540 | 5,796,526 |
---
# 6. SEGMENT INFORMATION (continued)
## (a) Segment revenue, results, assets and liabilities (continued)
| | Gas-fired power and heat energy generation | Wind power | Photovoltaic power | Hydropower | Others | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| **For the year ended 31 December 2024** | | | | | | |
| Reportable segment revenue from external customers/consolidated revenue | 12,410,304 | 4,709,301 | 3,086,397 | 294,139 | 61,599 | 20,561,740 |
| Reportable segment results (Note (i)) | 1,312,809 | 2,786,103 | 1,610,754 | 96,492 | (548,736) | 5,257,422 |
| Reportable segment assets | 14,959,776 | 44,083,813 | 32,256,891 | 3,375,630 | 35,844,306 | 130,520,416 |
| Reportable segment liabilities | (7,395,273) | (31,596,334) | (21,894,174) | (1,846,186) | (31,586,584) | (94,318,551) |
| **Additional segment information:** | | | | | | |
| Depreciation | 695,088 | 1,573,627 | 1,052,768 | 80,661 | 24,149 | 3,426,293 |
| Amortisation | 10,996 | 209,427 | 66,704 | 22,137 | 4,113 | 313,377 |
| Finance costs (Note (ii)) | 28,838 | 534,832 | 351,772 | 29,440 | 207,858 | 1,152,740 |
| Other income | 133,410 | 312,525 | 18,243 | 10,731 | 34,130 | 509,039 |
| Including: | | | | | | |
| – Government subsidies related to clean energy production | – | 22,760 | – | – | – | 22,760 |
| – Government grants related to construction of assets | 38,926 | 2,632 | 8,758 | 10,571 | – | 60,887 |
| – Income from carbon credits | 29,266 | 160,158 | 70 | – | – | 189,494 |
| – Others | 65,218 | 126,975 | 9,415 | 160 | 34,130 | 235,898 |
| Impairment losses recognised under expected credit loss model, net | 10,117 | – | – | – | – | 10,117 |
| Impairment losses of non-current assets | – | – | – | 403,363 | – | 403,363 |
| Expenditures for reportable segment non-current assets | 879,396 | 2,976,863 | 3,086,528 | 11,861 | 19,034 | 6,973,682 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 6. SEGMENT INFORMATION (continued)
#### (a) Segment revenue, results, assets and liabilities (continued)
Notes:
(i) The segment results are arrived at after the deduction from revenue of gas consumption, depreciation and amortisation expense, personnel costs, repairs and maintenance, other expenses, other gains and losses and impairment losses, and including other income before inter-segment elimination.
(ii) Finance costs have been allocated among the segments for the additional information to the CODM, but are not considered to arrive at the segment results. It represents amounts regularly provided to the CODM but not included in the measurement of segment profit or loss. However, the relevant borrowings have been allocated to arrive at the segment liabilities.
#### (b) Reconciliations of segment results, assets and liabilities to the consolidated financial statements
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Results** | | |
| Reportable segment profit | 4,831,769 | 5,257,422 |
| Inter-segment elimination | (2,682) | 3,686 |
| Profit from operation | 4,829,087 | 5,261,108 |
| Interest income | 42,618 | 64,548 |
| Finance costs | (1,249,401) | (1,152,740) |
| Share of results of associates | 121,103 | 119,423 |
| Share of result of a joint venture | 20,198 | (12,537) |
| **Consolidated profit before taxation** | **3,763,605** | **4,279,802** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 6. SEGMENT INFORMATION (continued)
### (b) Reconciliations of segment results, assets and liabilities to the consolidated financial statements (continued)
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| **Assets** | | |
| Reportable segment assets | 137,569,698 | 130,520,416 |
| Inter-segment elimination | (39,193,444) | (33,960,398) |
| Unallocated assets: | | |
| – Investments in associates | 2,732,208 | 1,613,201 |
| – Loans to an associate | – | 38,000 |
| – Investment in a joint venture | 83,916 | 63,718 |
| – Loans to a joint venture | 70,000 | 70,000 |
| – Deferred tax assets | 219,079 | 213,113 |
| – Equity instruments at FVTOCI | 120,800 | 106,000 |
| Different presentation on: | | |
| – Value-added tax recoverable *(Note)* | 2,451,721 | 2,389,391 |
| **Consolidated total assets** | **104,053,978** | **101,053,441** |
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| **Liabilities** | | |
| Reportable segment liabilities | 100,880,802 | 94,318,551 |
| Inter-segment elimination | (39,144,674) | (33,927,228) |
| Unallocated liabilities: | | |
| – Income tax payable | 165,614 | 383,755 |
| – Deferred tax liabilities | 377,851 | 406,197 |
| Different presentation on: | | |
| – Value-added tax recoverable *(Note)* | 2,451,721 | 2,389,391 |
| **Consolidated total liabilities** | **64,731,314** | **63,570,666** |
*Note: Value-added tax recoverable was net-off with value-added tax payables and included in reportable segment liabilities for reporting to CODM, and they are reclassified and presented as assets in the consolidated statement of financial position.*
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 6. SEGMENT INFORMATION (continued)
#### (b) Reconciliations of segment results, assets and liabilities to the consolidated financial statements (continued)
All assets are allocated to reportable segments, other than equity instruments at FVTOCI, investments in associates and a joint venture, loans to an associate and a joint venture, value-added tax recoverable and deferred tax assets; all liabilities are allocated to reportable segments other than income tax payable and deferred tax liabilities.
#### (c) Geographical information
Over 90% of the Group’s revenue is generated from customers in the PRC for both years, and over 90% of the Group’s non-current assets (not including deferred tax assets and financial assets) are located in the PRC as at 31 December 2025 and 2024. Therefore no geographical segment information is presented.
#### (d) Information about major customers
Revenue of approximately RMB16,329,557,000 for the year ended 31 December 2025 (2024: RMB16,982,524,000) were derived from an external party, the State Grid Corporation of China, which contributed 78% (2024: 83%) to the total revenue.
Revenue from customers of the corresponding years contributing over 10% of the total sales of the Group are as follows:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| State Grid Corporation of China¹ | **16,329,557** | 16,982,524 |
---
1. Revenue from Gas-fired power and heat energy generation, Wind power, Photovoltaic power and Hydropower segments
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 7. OTHER INCOME
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Government grants and subsidies related to: | | |
| – Clean energy production | 20,755 | 22,760 |
| – Construction of assets (Note 38) | 21,052 | 60,887 |
| Income from carbon credits (Note (a)) | 32,064 | 189,494 |
| Value-added tax refunds or exemptions (Note (b)) | 107,759 | 142,758 |
| Others | 168,214 | 93,140 |
| | **349,844** | **509,039** |
Notes:
(a) Income from carbon credits was mainly derived from the sales of carbon credits registered under relevant regulated exchange system in Australia and the PRC.
(b) The Group is entitled to a 50% refund of value-added tax for its revenue from the sale of electricity generated from the wind farms for the period for 1 July 2015 to 31 October 2025, and entitled to a full exemption of value-added tax for its revenue from the sale of heat energy to residential customers. The income of the value-added tax refund or exemption is recognised when relevant value-added tax refund or exemption application is registered with the relevant PRC tax authorities.
## 8. OTHER EXPENSES
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Other expenses comprise: | | |
| Property management fees, operation, maintenance and other service fee | 680,924 | 585,391 |
| Utilities, insurance, office, travelling, and transportation expenses | 277,094 | 255,597 |
| Expenses relating to short-term leases | 71,990 | 63,389 |
| Others | 233,849 | 255,095 |
| | **1,263,857** | **1,159,472** |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 9. OTHER GAINS AND LOSSES, NET
Other gains and losses, net comprise:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Gain/(loss) on disposal of property, plant and equipment related to: | | |
| – Withdrawal of generators (Note) | – | 479,258 |
| – Others | (15,158) | (7,959) |
| Net exchange gain/(loss) | 37,152 | (106,286) |
| Change in fair value of financial asset at FVTPL | 9,319 | 110,443 |
| Fair value gain of fixed forward commodity contract recognised in profit or loss | – | 63,490 |
| Bargain purchase gain | – | 18,884 |
| Impairment losses recognised on intangible assets | – | (403,363) |
| Loss on derecognition of financial assets measured at amortised cost (Note 26) | (25,298) | (110,136) |
| Gain on disposal of investments in an associate | 13,197 | – |
| Others | 11,616 | 85,788 |
| | **30,828** | **130,119** |
Note: During the year ended 31 December 2024, the Group signed agreements with the local governments pursuant to which total considerations of RMB676,875,000 was agreed for the withdrawal of six generators as disclosed in Note 20(ii). The Group completed the transfer of relevant property, plant and equipment to local governments in accordance with agreements and the difference between the compensation and carrying amounts of the relevant property, plant and equipment amounting to RMB479,258,000 are recognised as other gain in the profit or loss.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 10. INTEREST INCOME/FINANCE COSTS
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Interest income from: | | |
| – Loans to an associate | 1,056 | 1,285 |
| – Loans to a joint venture | 2,921 | 2,943 |
| – Deposits with a related non-bank financial institution (*Note*) | 11,098 | 36,076 |
| – Bank balances and deposits | 27,543 | 24,244 |
| **Total interest income** | **42,618** | **64,548** |
| | | |
| Interest on bank and other borrowings, short-term debentures, corporate bonds and medium-term notes | 1,393,662 | 1,300,071 |
| Interest on lease liabilities | 30,655 | 32,264 |
| Less: Amount capitalised in property, plant and equipment | (174,916) | (179,595) |
| **Total finance costs** | **1,249,401** | **1,152,740** |
| | 2025 | 2024 |
| :--- | :---: | :---: |
| Capitalisation rate of borrowing costs to expenditure on qualifying assets | 2.48% | 2.21% |
Note: A related non-bank financial institution refers to 京能集團財務有限公司 (BEH Finance Co., Ltd., English name for identification purpose) (“BEH Finance”) which is a subsidiary of BEH and an associate of the Group, under the supervision of the National Financial Regulatory Administration.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 11. INCOME TAX EXPENSE
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Current tax: | | |
| PRC Enterprise Income Tax | 697,508 | 819,439 |
| Other jurisdictions | 18,020 | (25,219) |
| | 715,528 | 794,220 |
| Deferred tax: | | |
| Current year | (38,751) | 64,687 |
| **Income tax expense** | **676,777** | **858,907** |
PRC Enterprise Income Tax has been generally provided at the applicable Enterprise Income Tax rate of 25% (2024: 25%) on the estimated assessable profits of the group entities established in the PRC for the year ended 31 December 2025.
Under the PRC Enterprise Income Tax law, the preferential tax treatment for encouraged enterprises located in the Western China and certain industry-oriented tax incentives remain available up to 31 December 2030 when the original preferential tax period expired. Under the enterprise income tax law, the enterprises in encouraged industries in Western China are eligible for a preferential enterprise income tax rate for the period from 1 January 2021 to 31 December 2030. A PRC enterprise which enjoys this tax treatment is entitled to a preferential tax rate of 15%, and may also begin to enjoy the “three-year tax exemption followed by three years of 50% tax reduction” corporate income tax incentive in China starting from the first year in which taxable income is generated from the relevant projects. Certain wind power plant projects and photovoltaic power generation projects of the Group are eligible for this tax incentive for the years ended 31 December 2025 and 2024.
No provision for Hong Kong Profit Tax has been made as the Group has no assessable profit derived in Hong Kong for both years.
Australian income tax is calculated at 30% (2024: 30%) on the estimated assessable profit.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 11. INCOME TAX EXPENSE (continued)
The tax charge for the year can be reconciled to the profit before taxation per the consolidated statement of profit or loss as follows:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| | | |
| Profit before taxation | **3,763,605** | **4,279,802** |
| | | |
| PRC Enterprise Income Tax at 25% (2024: 25%) | 940,901 | 1,069,951 |
| Tax effect on: | | |
| – Over-provision in respect of prior years | (26,884) | – |
| – Expenses not deductible for tax purposes | 15,685 | 22,407 |
| – Share of results of associates and a joint venture | (35,325) | (26,722) |
| – Tax losses not recognised | 168,039 | 144,526 |
| – Temporary differences not recognised | 864 | 103,370 |
| – Utilisation of tax losses not recognised previously | (5,080) | (6,972) |
| – PRC Enterprise Income Tax exemption and concessions | (382,558) | (453,758) |
| Effect of different tax rates of group entities operating in jurisdictions other than PRC | 1,135 | 6,105 |
| | | |
| | **676,777** | **858,907** |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 12. PROFIT FOR THE YEAR
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| | | |
| Profit for the year has been arrived at after charging: | | |
| Auditors’ remuneration | 8,898 | 8,325 |
| Expense relating to short-term leases | 71,990 | 63,389 |
| Depreciation and amortisation: | | |
| Depreciation of property, plant and equipment | 3,384,096 | 3,332,288 |
| Depreciation of right-of-use assets | 93,940 | 98,874 |
| Amortisation of intangible assets | 310,256 | 314,888 |
| Less: Amount capitalised to construction in progress | (15,680) | (6,380) |
| **Total depreciation and amortisation** | **3,772,612** | **3,739,670** |
| | | |
| Personnel costs: | | |
| Directors’ emoluments *(Note 13)* | 7,354 | 7,342 |
| Contributions to defined contribution plans | 134,447 | 120,972 |
| Cash-settled share-based payments | 29,404 | 10,439 |
| Salaries, wages and other benefits | 1,398,653 | 1,360,939 |
| **Total personnel costs** | **1,569,858** | **1,499,692** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS
The emoluments paid or payable to each of the directors, including executive director, and the supervisors by the Group for the current and prior years are as follows:
**Year ended 31 December 2025**
| | Directors' fees RMB’000 | Basic salaries and allowances RMB’000 | Discretionary bonus RMB’000 (Note (i)) | Retirement benefit contributions RMB’000 | Cash-settled share-based payment RMB’000 | Total RMB’000 |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| **Executive directors:** | | | | | | |
| Mr. CHEN Dayu | – | 352 | 1,246 | 68 | 809 | 2,475 |
| Mr. LI Minghui | – | 352 | 1,099 | 68 | 768 | 2,287 |
| Mr. ZHANG Wei | – | 301 | 995 | 68 | 728 | 2,092 |
| | – | 1,005 | 3,340 | 204 | 2,305 | 6,854 |
| | | | | | | |
| **Non-executive directors:** | | | | | | |
| Mr. ZHOU Jianyu | – | – | – | – | – | – |
| Mr. SONG Zhiyong (resigned on 23 December 2025) | – | – | – | – | – | – |
| Ms. ZHANG Yi | – | – | – | – | – | – |
| Mr. GUO Yao (appointed on 23 December 2025) | – | – | – | – | – | – |
| | – | – | – | – | – | – |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS (continued)
The emoluments paid or payable to each of the directors, including executive director, and the supervisors by the Group for the current and prior years are as follows: (continued)
**Year ended 31 December 2025 (continued)**
| | Directors' fees | Basic salaries and allowances | Discretionary bonus | Retirement benefit contributions | Cash-settled share-based payment | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB'000 | RMB'000 | RMB'000 (Note (i)) | RMB'000 | RMB'000 | RMB'000 |
| **Independent non-executive directors:** | | | | | | |
| Ms. ZHAO Jie | 150 | – | – | – | – | 150 |
| Mr. WANG Hongxin | 100 | – | – | – | – | 100 |
| Mr. QIN Haiyan | 100 | – | – | – | – | 100 |
| Ms. HU Zhiying | 150 | – | – | – | – | 150 |
| | 500 | – | – | – | – | 500 |
| | | | | | | |
| **Supervisors (Note (ii)):** | | | | | | |
| Mr. SUN Li | – | – | – | – | – | – |
| Ms. QIN Yi | – | 198 | 24 | 34 | – | 256 |
| Mr. LIU Guoli | – | – | – | – | – | – |
| | – | 198 | 24 | 34 | – | 256 |
| | | | | | | |
| | 500 | 1,203 | 3,364 | 238 | 2,305 | 7,610 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS (continued)
The emoluments paid or payable to each of the directors, including executive director, and the supervisors by the Group for the current and prior years are as follows: *(continued)*
Year ended 31 December 2024
| | Directors' fees | Basic salaries and allowances | Discretionary bonus | Retirement benefit contributions | Cash-settled share-based payment | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |
| | | | (Note (i)) | | | |
| **Executive directors:** | | | | | | |
| Mr. ZHANG Fengyang (resigned on 25 April 2024) | – | 58 | 1,058 | 11 | – | 1,127 |
| Mr. CHEN Dayu | – | 349 | 1,538 | 66 | 280 | 2,233 |
| Mr. LI Minghui | – | 336 | 1,203 | 66 | 263 | 1,868 |
| Mr. ZHANG Wei | – | 298 | 998 | 66 | 252 | 1,614 |
| | – | 1,041 | 4,797 | 209 | 795 | 6,842 |
| **Non-executive directors:** | | | | | | |
| Mr. ZHOU Jianyu | – | – | – | – | – | – |
| Mr. SONG Zhiyong | – | – | – | – | – | – |
| Ms. ZHANG Yi | – | – | – | – | – | – |
| | – | – | – | – | – | – |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS (continued)
The emoluments paid or payable to each of the directors, including executive director, and the supervisors by the Group for the current and prior years are as follows: (continued)
### Year ended 31 December 2024 (continued)
| | Directors' fees RMB'000 | Basic salaries and allowances RMB'000 | Discretionary bonus RMB'000 (Note (i)) | Retirement benefit contributions RMB'000 | Cash-settled share-based payment RMB'000 | Total RMB'000 |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| **Independent non-executive directors:** | | | | | | |
| Ms. ZHAO Jie | 150 | - | - | - | - | 150 |
| Mr. WANG Hongxin | 100 | - | - | - | - | 100 |
| Mr. QIN Haiyan | 100 | - | - | - | - | 100 |
| Ms. HU Zhiying | 150 | - | - | - | - | 150 |
| | **500** | **-** | **-** | **-** | **-** | **500** |
| | | | | | | |
| **Supervisors:** | | | | | | |
| Mr. SUN Li | - | - | - | - | - | - |
| Mr. WANG Xiangneng (resigned on 29 October 2024) | - | - | - | - | - | - |
| Ms. QIN Yi | - | 394 | 257 | 66 | - | 717 |
| Mr. LIU Guoli (appointment on 19 November 2024) | - | - | - | - | - | - |
| | **-** | **394** | **257** | **66** | **-** | **717** |
| | | | | | | |
| | **500** | **1,435** | **5,054** | **275** | **795** | **8,059** |
*Notes:*
(i) The discretionary bonus for both years were determined by the remuneration committee of the Company, with reference to the operating results of the Group and individual performance during the years ended 31 December 2025 and 2024 respectively in accordance with the relevant human resources policies.
(ii) The Board announced on 18 June 2025 that, upon approval of the amendments to the Articles of Association by the shareholders at the annual general meeting, the Company ceased to have a Supervisory Committee with effect from 18 June 2025, and all supervisors ceased to hold office as supervisors from the same date.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS (continued)
The executive directors’ emoluments shown above were mainly for their services in connection with the management of the affairs of the Company and the Group.
The independent non-executive directors’ emoluments shown above were for their services as directors of the Company and its subsidiaries, if applicable.
### Five highest paid individuals
The five individuals whose emoluments were the highest in the Group for the year ended 31 December 2025 included three director (2024: three) director whose emoluments are reflected in the analysis shown above. Details of the remuneration for the year of the remaining two (2024: two) highest paid individuals who are not directors are as follows:
| | 2025 | 2024 |
| :--- | ---: | ---: |
| | **RMB’000** | **RMB’000** |
| | | |
| Basic salaries and allowances | 674 | 671 |
| Discretionary bonus (Note) | 2,031 | 2,761 |
| Retirement benefit contributions | 136 | 133 |
| Cash-settled share-based payment | 1,456 | 505 |
| | **4,297** | **4,070** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 13. DIRECTORS’, SUPERVISORS’ AND THE FIVE HIGHEST PAID INDIVIDUALS EMOLUMENTS (continued)
### Five highest paid individuals (continued)
The remuneration of each of the remaining two (2024: two) highest paid individuals in the Group who are not the directors of the Company for the both years fell within the band of HK$2,000,001- HK$2,500,000 (2024: HK$2,000,001- HK$2,500,000).
During the years ended 31 December 2025 and 2024, no emoluments were paid by the Group to the directors, executive director or the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of offices. None of the directors waived any emoluments during both years.
## 14. DIVIDENDS
(a) A final dividend of RMB14.30 cents per ordinary share (tax inclusive) in respect of the year ended 31 December 2024 amounting to RMB1,178,965,000 was approved in the Company’s annual general meeting held on 18 June 2025 and subsequently paid on 31 July 2025.
(b) Subsequent to the end of the reporting period, a final dividend in respect of the year ended 31 December 2025 of RMB13.77 cents per ordinary share (tax inclusive), and a one-off special cash dividend of RMB4.23 cents per ordinary share (tax inclusive), totaling RMB1,484,011,000 has been proposed by the board of directors and is subject to approval by shareholders of the Company at the forthcoming annual general meeting.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 15. EARNINGS PER SHARE
The calculation of the basic earnings per share attributable to equity shareholders of the Company is based on the following data:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| **Earnings** | | |
| Profit for the year attributable to equity shareholders of the Company for the purpose of earnings per share | 2,947,554 | 3,245,045 |
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **’000** | **’000** |
| **Number of shares** | | |
| Weighted average number of ordinary shares for the purpose of basic earnings per share | 8,244,508 | 8,244,508 |
Diluted earnings per share are presented as the same as the basic earnings per share as there were no potential ordinary shares in issue during both years.
---
## Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 16. PROPERTY, PLANT AND EQUIPMENT
| | Land and buildings | Generators and related equipment | Motor vehicles | Office equipment | Construction in progress | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| **Cost** | | | | | | |
| At 1 January 2024 | 9,291,722 | 65,660,374 | 99,992 | 194,410 | 10,913,007 | 86,159,505 |
| Additions | 8,328 | 9,938 | 5,747 | 37,852 | 6,621,675 | 6,683,540 |
| Adjustments (Note (ii)) | 47,180 | (43,576) | 250 | 3,869 | – | 7,723 |
| Transfer | 1,377,299 | 9,566,524 | 16,211 | 33,242 | (10,993,276) | – |
| Acquired on acquisition of subsidiaries | 7,192 | 368,166 | 188 | – | 1,432 | 376,978 |
| Disposals | (405,733) | (247,673) | (5,094) | (6,638) | – | (665,138) |
| Effect of foreign currency exchange differences | (9,184) | (200,546) | (33) | (249) | – | (210,012) |
| At 31 December 2024 | 10,316,804 | 75,113,207 | 117,261 | 262,486 | 6,542,838 | 92,352,596 |
| Additions | 7,672 | 2,740 | 2,079 | 7,195 | 5,600,035 | 5,619,721 |
| Transfer | 1,262,005 | 3,955,989 | 2,803 | 123,952 | (5,344,749) | – |
| Disposals | (3,387) | (81,533) | (5,002) | (12,421) | – | (102,343) |
| Effect of foreign currency exchange differences | 7,699 | 108,779 | – | 211 | – | 116,689 |
| At 31 December 2025 | 11,590,793 | 79,099,182 | 117,141 | 381,423 | 6,798,124 | 97,986,663 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 16. PROPERTY, PLANT AND EQUIPMENT (continued)
| | Land and buildings | Generators and related equipment | Motor vehicles | Office equipment | Construction in progress | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |
| **DEPRECIATION AND IMPAIRMENT** | | | | | | |
| At 1 January 2024 | 3,038,849 | 22,459,718 | 69,270 | 179,101 | 12,647 | 25,759,585 |
| Depreciation provided for the year | 272,393 | 3,024,939 | 5,843 | 29,113 | – | 3,332,288 |
| Eliminated on disposals | (237,895) | (210,576) | (4,899) | (6,325) | – | (459,695) |
| Effect of foreign currency exchange differences | (47) | (31,877) | (33) | (44) | – | (32,001) |
| At 31 December 2024 | 3,073,300 | 25,242,204 | 70,181 | 201,845 | 12,647 | 28,600,177 |
| Depreciation provided for the year | 260,878 | 3,083,334 | 6,681 | 33,203 | – | 3,384,096 |
| Eliminated on disposals | (1,749) | (52,920) | (4,269) | (11,671) | – | (70,609) |
| Effect of foreign currency exchange differences | 2,214 | 35,538 | – | 26 | – | 37,778 |
| At 31 December 2025 | 3,334,643 | 28,308,156 | 72,593 | 223,403 | 12,647 | 31,951,442 |
| | | | | | | |
| **CARRYING VALUES** | | | | | | |
| At 31 December 2025 | 8,256,150 | 50,791,026 | 44,548 | 158,020 | 6,785,477 | 66,035,221 |
| At 31 December 2024 | 7,243,504 | 49,871,003 | 47,080 | 60,641 | 6,530,191 | 63,752,419 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 16. PROPERTY, PLANT AND EQUIPMENT (continued)
Notes:
(i) The above items of property, plant and equipment, other than construction in progress, are depreciated using the straight-line method, after taking into account of their residual values, at the following rates per annum.
| | 2025 | 2024 |
| :--- | :--- | :--- |
| Land and buildings | 1.73% to 7.92% | 1.73% to 4.75% |
| Generators and related equipment | 2.71% to 9.70% | 2.71% to 9.50% |
| Motor vehicles | 6.79% to 15.83% | 6.79% to 15.83% |
| Office equipment | 6.33% to 19.00% | 9.50% to 19.00% |
(ii) The directors estimate the final construction cost of certain assets when the assets are ready for use and transferred from construction in progress to respective categories of property, plant and equipment. Adjustments on the final cost will be made in the subsequent periods when the construction cost is finalised with the contractors.
(iii) The Group was in the process of applying for the title certificates of certain buildings with an aggregate net book value of RMB1,210,451,606 as at 31 December 2025 (2024: RMB706,389,000). The directors are of the view that the Group is entitled to lawfully and validly occupy and use the above-mentioned buildings. The directors are also of the opinion that the aforesaid matter did not have any significant impact on the Group’s consolidated financial position as at 31 December 2025.
(iv) Certain property, plant and equipment with an aggregate carrying amount of RMB859,357,000 as at 31 December 2025 (2024: RMB2,241,709,000) are pledged to secure bank borrowings of the Group.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 17. RIGHT-OF-USE ASSETS
| | Leasehold lands RMB’000 |
| :--- | :--- |
| **As at 31 December 2025** | |
| Carrying amount | 2,145,311 |
| | |
| **As at 31 December 2024** | |
| Carrying amount | 2,121,278 |
| | |
| **For the year ended 31 December 2025** | |
| Depreciation charge | 93,940 |
| | |
| **For the year ended 31 December 2024** | |
| Depreciation charge | 98,874 |
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Expense relating to short-term leases | 71,990 | 63,389 |
| Additions to right-of-use assets | 131,783 | 172,852 |
| Acquisition of subsidiaries | – | 36,648 |
| Total cash outflow for leases | 229,162 | 142,469 |
The Group leases lands for its operations. Lease contracts are entered into for fixed term of 3 to 30 years (2024: 3 to 30 years). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 18. INTANGIBLE ASSETS
| | Concession rights RMB’000 (Note (ii)) | Operation rights RMB’000 (Note (iii)) | Software RMB’000 | Total RMB’000 |
| :--- | :--- | :--- | :--- | :--- |
| **COST** | | | | |
| At 1 January 2024 | 4,022,154 | 3,521,734 | 417,832 | 7,961,720 |
| Additions | – | – | 32,332 | 32,332 |
| Acquired on acquisition of subsidiaries | – | 34,972 | – | 34,972 |
| Disposals | – | – | (3,340) | (3,340) |
| | | | | |
| At 31 December 2024 | 4,022,154 | 3,556,706 | 446,824 | 8,025,684 |
| Additions | – | – | 45,022 | 45,022 |
| Disposals | – | – | (1,819) | (1,819) |
| | | | | |
| At 31 December 2025 | 4,022,154 | 3,556,706 | 490,027 | 8,068,887 |
| | | | | |
| **AMORTISATION AND IMPAIRMENT** | | | | |
| At 1 January 2024 | 2,492,675 | 751,236 | 136,674 | 3,380,585 |
| Amortisation provided for the year | 164,411 | 132,974 | 17,503 | 314,888 |
| Impairment loss recognised in profit or loss (Note 20) | – | 403,363 | – | 403,363 |
| Disposals | – | – | (268) | (268) |
| | | | | |
| At 31 December 2024 | 2,657,086 | 1,287,573 | 153,909 | 4,098,568 |
| Amortisation provided for the year | 164,411 | 127,166 | 18,679 | 310,256 |
| Disposals | – | – | (223) | (223) |
| | | | | |
| At 31 December 2025 | 2,821,497 | 1,414,739 | 172,365 | 4,408,601 |
| | | | | |
| **CARRYING VALUES** | | | | |
| At 31 December 2025 | 1,200,657 | 2,141,967 | 317,662 | 3,660,286 |
| | | | | |
| At 31 December 2024 | 1,365,068 | 2,269,133 | 292,915 | 3,927,116 |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 18. INTANGIBLE ASSETS (continued)
Notes:
(i) Intangible assets have finite useful lives and are amortised on a straight-line basis over the following rates per annum:
| | |
| :--- | :--- |
| Concession rights | 4% to 5% |
| Operation rights | 2% to 10% |
| Software | 10% to 50% |
(ii) The Group provides construction services to build up the wind power facilities and generates electricity under the concession rights. The Group recognises the concession rights as intangible assets according to the fair value of the construction services on related assets. These concession rights are amortised according to the respective beneficial periods.
(iii) Operation rights with finite useful lives represent governmental permits or contractual arrangements which grant the operators to construct and operate power facilities. Those operation rights are obtained through business acquisition and amortised on straight-line basis according to the estimated beneficial periods of such facilities.
## 19. GOODWILL
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Cost** | | |
| Hydropower operation in Sichuan province, the PRC | 124,194 | 124,194 |
| Wind power operation in Australia | 65,855 | 65,855 |
| | **190,049** | **190,049** |
| **Impairment** | | |
| Hydropower operation in Sichuan province, the PRC | **(124,194)** | **(124,194)** |
| **Carrying Values** | | |
| Wind power operation in Australia | **65,855** | **65,855** |
Goodwill of the Group arises from the acquisition of 四川大川電力有限公司 (Sichuan Dachuan Power Co., Ltd., English name for identification purpose) (“Sichuan Dachuan”), Sichuan Zhongneng and New Gullen Range Wind Farm (Holding) Pty Ltd. (“New GRWF Holding”).
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
## 20. IMPAIRMENT TESTING ON NON-CURRENT ASSETS
For the purposes of impairment testing, goodwill set out in Note 19 has been allocated into two CGUs: (i) New GRWF Holding in the wind power segment (“Wind Power CGU”); and (ii) one comprising two subsidiaries in the hydropower segment, namely, Sichuan Dachuan and Sichuan Zhongneng (“Hydropower CGU”).
### (i) Impairment test on goodwill in Wind Power segment
During the years ended 31 December 2025 and 2024, the management of the Group determines that there is no impairment of goodwill contained in the Wind Power CGU.
The basis of the recoverable amount of the Wind Power CGU and their major underlying assumptions are summarised below:
The recoverable amounts of the unit have been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by the management covering a five-year period, and pre-tax discount rate of 9.79% for Wind Power CGU (2024: 9.40%). The Wind Power CGU’s cash flows beyond the five-year period are extrapolated using a 2.50% (2024: 2.50%) growth rate. This growth rate is based on the relevant industry growth forecasts and do not exceed the average long-term growth rate for the relevant industry. Other key assumptions for the value in use calculations relate to the estimation of cash flows which include forecast sales volumes and on-grid tariffs, such estimation is based on the Wind Power CGU’s past performance and management’s expectations for the market development.
The management believes that any reasonably possible change in any of these assumptions would not cause the aggregate carrying amount of the Wind Power CGU to exceed the aggregate recoverable amount of the Wind Power CGU. As at 31 December 2025, the recoverable amount is RMB1,283,752,000, exceeding the carrying amount of RMB788,632,000.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 20. IMPAIRMENT TESTING ON NON-CURRENT ASSETS (continued)
### (ii) Impairment test on goodwill and intangible assets in Hydropower segment
In October 2024, four generators of Sichuan Dachuan were stopped from power generation pursuant to the notice from local government. Accordingly, the management performed impairment assessment for the underlying operation rights related to the above four generators by determining the recoverable amounts of the Hydropower CGU to which these operation rights belong. Based on the result of the assessment, management of the Group determined that the recoverable amount of the CGU is lower than the carrying amount. Impairment loss for operation rights (recognised as intangible assets) directly related to Hydropower CGU amounting to RMB403,363,000 were recognised based on impairment tests and the carrying amount of these operation rights included in intangible assets is RMB370,796,000, net of impairment losses recognised during the year ended 31 December 2024. The impairment loss of operation rights had been included in profit or loss in the other gains and losses line item (Note 9).
### (iii) Impairment test on certain property, plant and equipment
As of 31 December 2025, the Group identified certain property, plant and equipment with impairment indicators and performed impairment assessments on these assets by comparing the carrying amount of the cash-generating units to which these non-current assets belong with their recoverable amounts. The recoverable amounts of each cash generating unit has been determined based on a value in use calculation. That calculation uses cash flows projections based on forecast sales volumes and on-grid tariffs and pre-tax discount rate ranging from 8.39% to 9.11%. No impairment was provided after the assessment on these property, plant and equipment for the year ended 31 December 2025. The Group performed a sensitivity analysis on key assumptions used in annual impairment test of goodwill. Had the discount rate during the forecast period been 1% higher, the remaining headroom would have decreased RMB65,312,990 as of 31 December 2025. Had the Revenue from electricity bills during the forecast period been decreased by 5%, the remaining headroom would have decreased RMB41,390,855 as of 31 December 2025.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 21. INVESTMENTS IN ASSOCIATES/LOANS TO AN ASSOCIATE
### (a) Investments in associates
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Unlisted equity investments, at cost | 2,531,746 | 1,422,805 |
| Share of post-acquisition profits and other comprehensive income, net of dividend declared | 220,462 | 190,396 |
| | **2,732,208** | **1,613,201** |
The associates of the Group were established and operated in the PRC. The details of associates of the Group as at 31 December 2025 and 2024 are set out below:
| Name of associates | Paid up registered capital | Equity interest attributable to the Group At 31 December | | Proportion of voting rights held by the Group At 31 December | | Principal activities |
| :--- | :--- | :---: | :---: | :---: | :---: | :--- |
| | | **2025** | **2024** | **2025** | **2024** | |
| BEH Finance (Note (i)) | RMB5,000,000,000 | 20% | 20% | 20% | 20% | Deposits, loans and other financial services |
| 全州柳鋪水電有限公司 (Quanzhou Liupu Hydropower Co., Ltd.)* (“Quanzhou Liupu”, Note (ii)) | RMB25,000,000 | 0% | 40% | 0% | 40% | Hydropower project development and investment |
| 宜昌中基天然氣利用有限公司 (Yichang Zhongji natural gas utilization Co., Ltd.)* (“Yichang Zhongji”) | RMB60,870,000 | 49% | 49% | 49% | 49% | Gas sales |
| 汕頭海上風電電力有限公司 (Shantou Offshore Wind Power Co., Ltd.) * | RMB21,500,000 | 43% | 43% | 43% | 43% | Wind power project development and investment |
| 廣西北投全新能源有限公司 (Guangxi Beitou All New Energy Co., Ltd.) * | RMB8,000,000 | 30% | 30% | 30% | 30% | Wind power project development and investment |
* English name for identification purpose.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 21. INVESTMENTS IN ASSOCIATES/LOANS TO AN ASSOCIATE (continued)
### (a) Investments in associates (continued)
Notes:
(i) BEH Finance is a non-banking financial institution approved by the relevant PRC authorities to engage in the provision of various financial services, including taking deposit and providing loans, and is primarily providing financial services to BEH and its subsidiaries.
(ii) In 2025, the Company disposed of the investment in an associate, Quanzhou Liupu to a third-party company.
### (b) Loans to an associate
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Loans to an associate | – | 38,000 |
As at 31 December 2024, the loans to an associate represent loan to Quanzhou Liupu. All of the loans are unsecured and carry interest at the prevailing interest rates promulgated by the People’s Bank of China (the “PBOC”) per annum. The loans were fully repaid in 2025.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 21. INVESTMENTS IN ASSOCIATES/LOANS TO AN ASSOCIATE (continued)
### (c) Summarised financial information of a material associate
Summarised financial information in respect of the Group’s a material associate is set out below. The summarised financial information below represents amounts shown in the associate’s financial statements prepared in accordance with IFRS Accounting Standards. The associate is accounted for using the equity method in the consolidated financial statements.
| BEH Finance | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Non-current assets | 34,013,992 | 28,913,601 |
| Current assets | 23,707,134 | 17,502,826 |
| Non-current liabilities | 4,386 | 16,761 |
| Current liabilities | 50,276,036 | 39,029,217 |
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Revenue | 958,563 | 1,016,422 |
| Profit and total comprehensive income for the year | 593,265 | 581,588 |
| Dividends received from the associate during the year | 104,763 | 86,043 |
---
# Notes to the Consolidated Financial Statements
#### FOR THE YEAR ENDED 31 DECEMBER 2025
## 21. INVESTMENTS IN ASSOCIATES/LOANS TO AN ASSOCIATE (continued)
### (c) Summarised financial information of a material associate (continued)
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised in the consolidated financial statements:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Net assets of BEH Finance | 7,440,704 | 7,370,449 |
| Proportion of the Group’s ownership interest in BEH Finance | 20% | 20% |
| Group’s share of net assets of BEH Finance | 1,488,141 | 1,474,090 |
| Capital injection subject to completion of capital contribution procedure (*Note*) | 1,000,000 | – |
| Adjusted based on actual paid-in capital | 51,911 | 51,911 |
| **Carrying amount of the Group’s interest in BEH Finance** | **2,540,052** | **1,526,001** |
*Note:*
In 2025, the Company injected RMB1,000,000,000 as capital contribution to BEH Finance. As at 31 December 2025, the increase of capital contribution is subject to regulatory approval.
### (d) Aggregate information of associates that are not individually material:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Cost injection of investment in associates | 132,350 | 29,500 |
| Group’s share of profit and total comprehensive income for the year | 2,450 | 3,105 |
| Dividends received from an associate during the year | – | 1,040 |
| Less: carrying amount of the investment in associate disposed | (29,844) | – |
| **Aggregate carrying amount of the Group’s interests in these associates** | **192,156** | **87,200** |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 22. INVESTMENT IN A JOINT VENTURE/LOANS TO A JOINT VENTURE
### (a) Investment in a joint venture
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| | | |
| Unlisted equity investment, at cost | 152,500 | 152,500 |
| Share of post-acquisition loss | (68,584) | (88,782) |
| | | |
| | **83,916** | **63,718** |
The joint venture of the Group was established and operates in the PRC. The details of the joint venture as at 31 December 2025 and 2024 are set out below:
| Name of the joint venture | Paid up registered capital | Equity interest attributable to the Group | Equity interest attributable to the Group | Proportion of voting rights held by the Group | Proportion of voting rights held by the Group | Principal activities |
| :--- | :--- | :---: | :---: | :---: | :---: | :--- |
| | | **At 31 December** | **At 31 December** | **At 31 December** | **At 31 December** | |
| | | **2025** | **2024** | **2025** | **2024** | |
| 北京華源惠眾環保科技有限公司 (Beijing Huayuan Huizhong Environmental Protection Technology Co., Ltd., English name for identification purpose) (“Beijing Huayuan”) | RMB630,000,000 | 50% | 50% | 50% | 50% | Environment protection technology |
### (b) Loans to a joint venture
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| | | |
| Loans to a joint venture | 70,000 | 70,000 |
| | | |
As at 31 December 2025 and 2024, the loans to a joint venture are unsecured, carried interest at the prevailing interest rate promulgated by the PBOC per annum. The loans were originally to be repaid on 17 January 2024. As at 31 December 2025, the directors are of the opinion that repayment dates of the above loans will be renewed to 14 January 2027 upon maturity and the amount is classified as non-current assets accordingly.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 22. INVESTMENT IN A JOINT VENTURE/LOANS TO A JOINT VENTURE (continued)
### (c) Summarised financial information
Summarised financial information in respect of the Group’s joint venture is set out below. The summarised financial information below represents amounts shown in the joint venture’s financial statements prepared in accordance with IFRS Accounting Standards. The joint venture is accounted for using the equity method in the consolidated financial statements.
| Beijing Huayuan | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Non-current assets | 2,406,061 | 2,507,590 |
| Current assets | 465,511 | 388,915 |
| Non-current liabilities | 2,394,067 | 2,505,194 |
| Current liabilities | 309,673 | 263,875 |
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Revenue | 373,997 | 342,713 |
| Profit and total comprehensive income for the year | 39,670 | (26,690) |
| Dividends received from the associate during the year | – | – |
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the consolidated financial statements:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Net assets of Beijing Huayuan | 167,832 | 127,436 |
| Proportion of the Group’s ownership interest in Beijing Huayuan | 50% | 50% |
| Group’s share of net assets of Beijing Huayuan | 83,916 | 63,718 |
| | | |
| Carrying amount of the Group’s interest in Beijing Huayuan | 83,916 | 63,718 |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 23. DEFERRED TAXATION
For the purpose of presentation in the consolidated statement of financial position, certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances for financial reporting purpose:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Deferred tax assets | 219,079 | 213,113 |
| Deferred tax liabilities | (377,851) | (406,197) |
| | (158,772) | (193,084) |
Details of tax losses and temporary differences not recognised are set out below:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Tax losses | 2,349,754 | 2,220,466 |
| Temporary differences | 973,288 | 980,799 |
| | 3,323,042 | 3,201,265 |
---
## Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
### 23. DEFERRED TAXATION (continued)
The Group has not recognised deferred tax assets on above tax losses and temporary differences because it is not probable that the future taxable profits will be available in relevant subsidiaries to offset the tax losses.
As at 31 December 2025, included in the above tax losses are tax losses in Hong Kong of RMB38,074,000 (2024: RMB32,557,000), which can be carried forward against future taxable income and have no expiry date.
The remaining unrecognised tax losses will expire as follows:
| | 2025 | 2024 |
| :--- | ---: | ---: |
| | **RMB’000** | **RMB’000** |
| 2025 | – | 246,347 |
| 2026 | 314,432 | 343,694 |
| 2027 | 451,082 | 442,009 |
| 2028 | 430,485 | 577,755 |
| 2029 | 443,524 | 578,104 |
| 2030 | 672,157 | – |
| | **2,311,680** | **2,187,909** |
---
# 23. DEFERRED TAXATION (continued)
## Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
The following are the Group’s major deferred tax assets/(liabilities) recognised and movements thereon during the years ended 31 December 2025 and 2024:
| | Impairment loss of financial assets RMB’000 | Temporary differences on fair value adjustments in acquisition of subsidiaries RMB’000 (Note (b)) | Fair value change of equity instrument at FVTOCI RMB’000 | Trial run profit RMB’000 | Deferred Income related to clean energy production RMB’000 (Note (a)) | Different depreciation rate RMB’000 | Trial run loss RMB’000 | Fair value change of financial asset at FVTPL RMB’000 | Derivative financial instruments RMB’000 | Right-of-use assets RMB’000 | Lease liabilities RMB’000 | Others RMB’000 | Total RMB’000 |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| At 1 January 2024 | 13,894 | (139,143) | (6,117) | 100,461 | 23,106 | (148,345) | (29,696) | 15,428 | 21,127 | (200,043) | 185,858 | 28,672 | (134,798) |
| Credit/(charge) to profit or loss (Note 11) | – | 5,455 | – | (4,532) | (23,106) | (21,663) | 4,054 | (16,866) | (24,630) | (18,672) | 26,610 | 8,663 | (64,687) |
| Charge to other comprehensive income | – | – | (3,375) | – | – | – | – | – | (199) | – | – | – | (3,574) |
| Acquisition of subsidiaries | – | (3,411) | – | – | – | – | – | – | – | – | – | 205 | (3,206) |
| Exchange adjustments | – | – | – | – | – | 8,764 | – | 73 | 2,047 | 5,060 | (4,937) | 2,174 | 13,181 |
| **At 31 December 2024** | **13,894** | **(137,099)** | **(9,492)** | **95,929** | **–** | **(161,244)** | **(25,642)** | **(1,365)** | **(1,655)** | **(213,655)** | **207,531** | **39,714** | **(193,084)** |
| Credit/(charge) to profit or loss (Note 11) | 22,871 | 5,517 | – | (3,044) | – | 18,144 | 6,967 | (1,537) | – | 9,239 | (11,452) | (7,954) | 38,751 |
| Charge to other comprehensive income | – | – | (3,700) | – | – | – | – | – | 3,285 | – | – | – | (415) |
| Exchange adjustments | – | – | – | – | – | (6,941) | – | 59 | (36) | 816 | (149) | 2,227 | (4,024) |
| **At 31 December 2025** | **36,765** | **(131,582)** | **(13,192)** | **92,885** | **–** | **(150,041)** | **(18,675)** | **(2,843)** | **1,594** | **(203,600)** | **195,930** | **33,987** | **(158,772)** |
Notes:
(a) Government subsidies are taxable immediately as taxable income upon the receipt, however the income can only be released from deferred income in accounting when the actual volume of electricity generated from and sold by the Group’s related gas and wind power facilities. Accordingly, the deferred tax assets are recognised.
(b) The carrying amount of certain property, plant and equipment and intangible assets was different from their tax bases as a result of the fair value exceeding the book value in connection with the business combinations.
(c) At 31 December 2025, temporary differences relating to the undistributed profits of subsidiaries amounted to RMB1,285,088,000 (2024: RMB1,173,920,000) have not been recognised in respect of the tax that would be payable on the distribution of these retained profits as the company controls the dividend policy of these subsidiaries and it has been determined that it is probable that these profits will not be distributed in the foreseeable future.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 24. EQUITY INSTRUMENT AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Unlisted equity investments | 120,800 | 106,000 |
The above unlisted equity investments represent the Group’s equity interests in unlisted equity securities issued by state-owned entities established in the PRC. The directors have elected to designate these investments in equity instruments as at FVTOCI as they believe that recognising short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes and realizing their performance potential in the long run.
## 25. INVENTORIES
Inventories as at 31 December 2025 mainly represent consumable spare parts used for maintenance. During the year ended 31 December 2025, the cost of inventories recognised as expense was RMB290,690,000 (2024: RMB260,748,000).
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 26. TRADE AND BILLS RECEIVABLES
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Trade receivables | | |
| – goods and services | 3,025,845 | 2,857,184 |
| – clean energy power price premium | 9,377,655 | 11,197,931 |
| Bills receivable | 11,673 | 4,481 |
| | 12,415,173 | 14,059,596 |
| Less: Allowance for credit losses | (123,673) | (42,690) |
| | **12,291,500** | **14,016,906** |
The Group allows a credit period of 60 days to its customers of electricity and heat sales from the end of the month in which the sales are made except for clean energy power price premium. The aged analysis of the Group’s trade and bills receivables, net of allowance for credit losses, presented based on the invoice dates are as follows:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Within 60 days | 4,575,619 | 2,957,793 |
| 61 to 365 days | 2,251,369 | 2,506,582 |
| 1 to 2 years | 2,495,428 | 3,211,951 |
| 2 to 3 years | 1,423,292 | 2,396,370 |
| Over 3 years | 1,545,792 | 2,944,210 |
| | **12,291,500** | **14,016,906** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 26. TRADE AND BILLS RECEIVABLES (continued)
The Group’s major customers are the PRC state-owned power grid companies with good credit rating.
The clean energy power price premium is included as a component of the government-approved on-grid tariff of wind power and photovoltaic power. As at 31 December 2025, most of the operating projects have been approved for the tariff premium and certain projects are in the process of applying for the approval. The directors are of the opinion that the approvals will be obtained in due course and the tariff premium receivables are fully recoverable considering that the tariff premium is funded by the PRC government.
The Group applies the simplified approach to measure loss allowance for trade receivables, i.e. the loss allowance is always measured on a lifetime basis. To measure the expected credit loss of trade receivables excluding tariff premium receivables, trade receivables have been grouped based on shared credit risk characteristics and the ageing.
As at 31 December 2025, included in the Group’s trade receivables balance for goods and services are debtors with aggregate carrying amount of RMB198,111,000 (2024: RMB187,704,000) which are past due as at the reporting date.
At 31 December 2025, trade receivables amounting to RMB2,276,526,000 (2024: RMB2,897,713,000) are pledged for bank borrowings set out in Notes 34(e) and 44.
Bills receivable are mainly bank’s acceptance bills endorsed by the PRC state-owned power grid companies.
During the year ended 31 December 2025, trade receivables amounted to RMB3,055,058,000 (2024: RMB1,610,136,000) had been factored or transferred through asset-backed securities to independent third parties without recourse. In the opinion of the directors, the Group had derecognised these trade receivables, the Group has transferred substantially all the risks and rewards of ownership of these trade receivables to the counterparties. All related proceeds were received in 2025 and related losses recognised from the transfer activities amounted to RMB25,298,000 (2024: RMB110,136,000) was recognised in other gains and losses.
Details of impairment assessment of trade and bills receivables are set out in Note 48(b).
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 27. FINANCE LEASE RECEIVABLES
The Group entered into finance lease arrangements as a lessor for equipment, properties. The average terms of finance leases entered into usually range from 7 to 10 years. All interest rates inherent in the leases are fixed at the contract date over the lease terms.
The majority of lease contracts are with guaranteed residual values.
| | Minimum lease payments 31/12/2025 RMB’000 | Present value of minimum lease payments 31/12/2025 RMB’000 | Minimum lease payments 31/12/2024 RMB’000 | Present value of minimum lease payments 31/12/2024 RMB’000 |
| :--- | :--- | :--- | :--- | :--- |
| Finance lease receivables comprise: | | | | |
| Within one year | 402,227 | 371,812 | 124,668 | 83,079 |
| In the second year | 93,233 | 71,332 | 417,478 | 383,882 |
| In the third year | 92,972 | 72,800 | 99,571 | 73,332 |
| In the fourth year | 119,002 | 100,065 | 98,837 | 74,800 |
| In the fifth year | 61,697 | 45,200 | 121,039 | 102,065 |
| After five years | 765,726 | 760,983 | 724,004 | 689,818 |
| | **1,534,857** | **1,422,192** | **1,585,597** | **1,406,976** |
| Unguaranteed residual values | – | – | – | – |
| Gross investment in the lease | 1,534,857 | N/A | 1,585,597 | N/A |
| Less: unearned finance income | (112,665) | N/A | (178,621) | N/A |
| Present value of minimum lease payment receivables | **1,422,192** | **1,422,192** | **1,406,976** | **1,406,976** |
| Analysed as: | | | | |
| Current | | 371,812 | | 83,079 |
| Non-current | | 1,050,380 | | 1,323,897 |
| Total | | **1,422,192** | | **1,406,976** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 27. FINANCE LEASE RECEIVABLES (continued)
Receivables for finance lease services arose from finance lease contracts to lease plant and machinery to customers and were recognised to the extent that the Group has the right to collect rental income from customers. Interest rates implicit in the above finance leases range from 2.40% to 3.97% (2024: 2.64% to 5.22%).
Finance lease receivables are secured over the plant and machinery leased. The Group is not permitted to sell or repledge the collateral in the absence of default by the lessee.
Details of impairment assessment are set out in Note 48(b).
## 28. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Other miscellaneous receivables | 276,694 | 245,636 |
| Receivables on withdrawal of generators | 431,168 | 147,640 |
| Security deposits | 132,588 | 274,740 |
| Prepayments | 295,537 | 226,623 |
| | 1,135,987 | 894,639 |
| Less: Allowance for credit losses | (19,745) | (19,745) |
| | **1,116,242** | **874,894** |
Detail of impairment assessment of other receivables and deposits are set out in Note 48(b).
---
# Notes to the Consolidated Financial Statements
#### FOR THE YEAR ENDED 31 DECEMBER 2025
## 29. VALUE-ADDED TAX RECOVERABLE
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Value-added tax recoverable, classified as: | | |
| – Current | 597,410 | 577,186 |
| – Non-current | 1,854,311 | 1,812,205 |
| | **2,451,721** | **2,389,391** |
In accordance with the Provisional Regulations of the People’s Republic of China on Value-Added Tax, the value-added tax payable on the Group’s revenue can be set off by the value-added tax paid by the Group on acquisition of property, plant and equipment and service concession assets. Accordingly, the value-added tax paid by the Group on acquisition of property, plant and equipment and service concession assets is recognised as value-added tax recoverable and will be set off against the Group’s value-added tax payable to be arisen on future revenue. Value-added tax recoverable is classified as current if it would probably be set off by value-added tax payable related to the revenue incurred in the next twelve months.
## 30. FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Listed equity investment | | |
| – Listed in Hong Kong (*Note*) | 336,492 | 335,573 |
*Note:*
As of 31 December 2025 and 2024, the Group holds 127,149,000 H shares of CGN Power Co., Ltd, a company listed on the Stock Exchange and the Shenzhen Stock Exchange which engaged in the nuclear power generation.
The fair value of listed equity investment is based on the closing price on 31 December 2025.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 31. RESTRICTED BANK DEPOSITS
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Restricted bank deposits pledged as collateral presented in the consolidated financial statements as: | | |
| – Current | 221,918 | 45,661 |
| – Non-current | 47,959 | 46,807 |
| | **269,877** | **92,468** |
At 31 December 2025, the restricted bank deposits mainly represented guarantee of transgrid business and the cross currency swap for the shareholder loan of BJCE Australia.
At 31 December 2025, restricted bank deposits above carry fixed or variable prevailing interest rates of bank deposits placed in the PRC and Australia.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 32. CASH AND CASH EQUIVALENTS
The Group’s cash and cash equivalents comprise cash on hand, deposits to banks, a related non-bank financial institution with an original maturity of three months or less and short-time deposits depending on the immediate cash requirements of the Group.
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Bank deposits denominated in: | | |
| – RMB | 153,674 | 220,595 |
| – HK$ | 69,493 | 88,226 |
| – AU$ | 460,037 | 614,003 |
| – United States dollars (“US$”) | 10,258 | 5,851 |
| Deposits in a related non-bank financial institution denominated in RMB | 7,471,453 | 6,472,948 |
| | **8,164,915** | **7,401,623** |
The Group had certain amount of deposits placed with BEH Finance, a non-bank financial institution approved by China Banking and Insurance Regulatory Commission as at 31 December 2025 and 2024. Such deposits are short-term and are subject to an insignificant risk of changes in value, accordingly, the balances had been regarded as cash and cash equivalents.
Deposits to banks and a related non-bank financial institution carry prevailing market interest rate, short-time deposits earn interest at the respective term time deposit rates. The deposits in banks and a related non-bank financial institution at the end of the reporting period carry interest at the following variable interest rates per annum:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| Range of interest rates per annum | **0.01% to 0.65%** | **0.01% to 1.45%** |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 33. TRADE AND OTHER PAYABLES
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Trade payables | 2,454,033 | 2,467,597 |
| Payables for acquisition of property, plant and equipment | 2,874,602 | 3,206,406 |
| Retention payables | 574,942 | 312,321 |
| Bills payable | 2,041 | 50,000 |
| Salary and staff welfares | 157,162 | 122,671 |
| Other tax payables | 245,615 | 270,529 |
| Others | 709,451 | 354,593 |
| | 7,017,846 | 6,784,117 |
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The Group normally settles the trade payable related to gas purchase within 30 days, settles the payable related to equipment purchase and construction cost according to related contractual arrangements which normally require progress payments during the construction period and a final payment after construction cost verified by independent valuer.
The following is an aged analysis of the Group’s trade and bills payables by invoice dates as at the reporting date:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Within 30 days | 1,924,446 | 1,792,715 |
| 31 to 365 days | 345,994 | 322,290 |
| 1 to 2 years | 109,720 | 380,124 |
| 2 to 3 years | 54,822 | 22,298 |
| Over 3 years | 21,092 | 170 |
| | 2,456,074 | 2,517,597 |
The Group’s trade payables were all denominated in the functional currency of the entity that incurs the payable.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 34. BANK AND OTHER BORROWINGS
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Bank loans | 32,923,882 | 31,685,367 |
| Other borrowings from: | | |
| – a related non-bank financial institution (Note (a)) | 6,462,000 | 7,505,600 |
| – fellow subsidiaries (Note (b)) | 546,601 | 219,606 |
| – other non-related entities (Note (c)) | 198,581 | 221,000 |
| – BEH (Note (d)) | 366,760 | 331,000 |
| | **40,497,824** | **39,962,573** |
| | | |
| Represented by: | | |
| – Unsecured borrowings | 36,530,326 | 35,005,839 |
| – Secured borrowings (Note (e)) | 3,967,498 | 4,956,734 |
| | **40,497,824** | **39,962,573** |
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Bank and other borrowings repayable based on scheduled repayment: | | |
| – Within one year | 16,069,782 | 13,154,078 |
| – More than one year but not exceeding two years | 3,216,578 | 5,729,535 |
| – More than two years but not exceeding five years | 8,463,069 | 7,772,279 |
| – More than five years | 12,748,395 | 13,306,681 |
| | **40,497,824** | **39,962,573** |
| | | |
| Less: Amount due within one year shown under current liabilities | (16,069,782) | (13,154,078) |
| Amount due after one year | **24,428,042** | **26,808,495** |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 34. BANK AND OTHER BORROWINGS (continued)
Notes:
(a) Other borrowings from a related non-bank financial institution represented loans from BEH Finance, a subsidiary of BEH, also an associate of the Group. The loans from BEH Finance amounting to RMB6,462,000,000 (2024: RMB7,505,600,000) are unsecured, carry interest at rates that are the prevailing interest rates promulgated by the PBOC per annum, ranges between 2.05% and 3.05%. The loan amounting to RMB2,109,800,000 is repayable in 2026 (2024: RMB5,537,300,000 payable in 2025), and the remaining balance of RMB4,352,200,000 is repayable between 2027 and 2035 (2024: RMB1,968,300,000 payable in 2026 and 2029).
The interest expense attributed to the loans from BEH Finance above were RMB131,460,000 for the year ended 31 December 2025 (2024: RMB135,797,000).
(b) At 31 December 2025, the balance includes borrowings of RMB222,393,000 (2024: RMB219,606,000) from 北京京能融資租賃有限公司 (Beijing Jingneng Financial Leasing Co., Ltd., English name for identification purpose, formerly known as Beijing Jingneng Yuanshen Financial Leasing Co., Ltd.) (“Beijing Leasing”), a subsidiary of BEH, pledged by property, plant and equipment, repayable between 2025 to 2033, and carrying a fixed interest rate at 2.60% per annum; and borrowings of RMB324,208,000 (2024: Nil) from Beijing Energy International Holding Co., Ltd., a subsidiary of BEH, unsecured, repayable in 2026, and carrying a fixed interest rate at 2.10% per annum.
The interest expense attributed to the loans above was RMB8,177,000 for the year ended 31 December 2025 (2024: RMB7,258,000).
(c) The balance borrowings from an independent financial institution. As at 31 December 2025, the borrowings were:
The loans of RMB200,000,000 (2024: RMB310,000,000) in nominal amount were from 中國農發重點建設基金有限公司 (China Agricultural Development Fund Co., Ltd., English name for identification purpose) (“CAD Fund”). According to the agreements between 北京上莊燃氣熱電有限公司 (Beijing Shangzhuang Gas-fired Power Co., Ltd., English name for identification purpose) (“Shangzhuang Power”), a subsidiary of the Company, the Company and CAD Fund, the loans were provided by CAD Fund as capital injection to Shangzhuang Power (“Designated Capital Loan”). Upon receipt of the Designated Capital Loan, the Group and CAD Fund held 78.22% and 21.78% (2024: 60.03% and 39.97%) interests in Shangzhuang Power, respectively.
In the opinion of the directors, the Designated Capital Loan is designated by certain government institutions to finance the construction of the gas-fired plant owned by Shangzhuang Power; and the relevant investment agreement required: (i) the Company is obliged to repurchased all shares of Shangzhuang Power issued to CAD Fund with a cash consideration of RMB110,000,000 on 19 November 2025, RMB100,000,000 on 2 March 2026, and RMB100,000,000 on 6 June 2026; (ii) CAD Fund does not have any influence over Shangzhuang Power or undertake any risk of investment, but only entitled to a fixed interest rate at 1.2% per annum which should be paid quarterly during the ten years of investment period. In the opinion of the directors, the arrangement is in substance a financing arrangement from the government. The Group classified the above Designated Capital Loan as a financial liability, and continues to consolidate all results as if Shangzhuang power is a wholly-owned subsidiary of the Company.
As at 31 December 2025, the Designated Capital Loan balance is RMB198,581,000 which is measured at amortised cost using the effective interest method.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 34. BANK AND OTHER BORROWINGS (continued)
Notes: (continued)
(d) As at 31 December 2025, the loans are unsecured, carry a fixed interest rate at 2.76% per annum amounting to RMB10,000,000 will be repayable in 2026, 2.76% per annum amounting to RMB191,000,000 will be repayable in 2027, 2.48% per annum amounting to RMB35,760,000 will be repayable in 2028, and the remaining RMB130,000,000 carry a fixed interest rates at 2.40% per annum and would be repayable in 2028.
The interest expenses attributed to the above loans were RMB9,879,000 for the year ended 31 December 2025 (2024: RMB14,052,000).
(e) Besides certain property, plant and equipment pledged to secure bank borrowings as set out in Note 16, the Group’s borrowings are secured by following assets:
(i) As at 31 December 2025, certain of the Group’s secured borrowings were secured with a charge over the right to receive the wind power electricity sale proceeds in twelve (2024: seventeen) subsidiaries and the right to receive the principal and interest on lease arrangements.
(ii) As at 31 December 2025, the Company’s loans amounting to RMB305,790,000 and RMB113,480,000 (2024: RMB405,790,000 and RMB153,480,000) are pledged by the shares of 寧夏博陽新能源有限公司 (Ningxia Boyang new energy Co., Ltd., English name for identification purpose) (“Ningxia Boyang”) and 寧夏愷陽新能源有限公司 (Ningxia Kaiyang new energy Co., Ltd., English name for identification purpose) (“Ningxia Kaiyang”) respectively, carrying a fixed rate at 3.30% per annum and repayable between 2026 and 2028.
The following is an analysis of the Group’s bank and other borrowings by variable and fixed interest rate:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Variable interest rate | 34,542,634 | 31,817,331 |
| Fixed interest rate | 5,955,190 | 8,145,242 |
| | **40,497,824** | **39,962,573** |
| | 2025 | 2024 |
| :--- | :--- | :--- |
| **Range of interest rates per annum:** | | |
| – Variable-interest borrowings | 1.60% to 3.15% | 1.70% to 3.75% |
| – Fixed-interest borrowings | 1.20% to 3.05% | 1.20% to 4.75% |
As at 31 December 2025, the fair values of fixed interest rate borrowings are approximately RMB5,858,919,000 (2024: RMB7,716,629,000).
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 35. SHORT-TERM DEBENTURES
In July 2025, the Company issued an ultra short-term commercial paper of RMB1,500,000,000 at par value, bearing an interest rate of 1.60%, and expiring on 24 April 2026.
In October 2025, the Company issued an ultra short-term commercial paper of RMB2,000,000,000 at par value, bearing an interest rate of 1.69%, and expiring on 3 July 2026.
In November 2025, the Company issued an ultra short-term commercial paper of RMB2,000,000,000 at par value, bearing an interest rate of 1.64%, and expiring on 30 July 2026.
These commercial papers are traded on the National Association of Financial Market Institutional Investors (銀行間市場交易商協會) (“NAFMII”) in the PRC.
## 36. MEDIUM-TERM NOTES/CORPORATE BONDS
In April 2020, the Company issued 5-year medium-term note with total value of RMB1,000,000,000. The coupon rate is 3.25% per annum. Total proceeds received net of issuance costs, amounted to RMB998,585,000. The medium-term note has been fully repaid on 13 April 2025.
In April 2020, the Company issued corporate bonds with total value of RMB1,000,000,000. Of which, RMB600,000,000 was 5-year corporate bonds, with coupon rate of 3.22% per annum, RMB400,000,000 was 3-year corporate bonds, with coupon rate of 2.65% per annum. Total proceeds received, net of issuance costs, amounted to RMB999,642,000, of which RMB400,000,000 have been repaid on 16 April 2023, and RMB600,000,000 have been repaid on 16 April 2025.
In September 2022, the Company issued 5-year medium-term note with total value of RMB2,000,000,000. The coupon rate is 2.92% per annum. Total proceeds received net of issuance costs, amounted to RMB1,997,547,000. The medium-term note will be fully repaid on 28 September 2027.
In November 2022, the Company issued 5-year medium-term note with total value of RMB1,500,000,000. The coupon rate is 2.99% per annum. Total proceeds received net of issuance costs, amounted to RMB1,498,160,000. The medium-term note will be fully repaid on 11 August 2027.
---
## Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
### 36. MEDIUM-TERM NOTES/CORPORATE BONDS (continued)
In May 2023, the Company issued 5-year medium-term note with total value of RMB2,000,000,000. The coupon rate is 3.22% per annum. Total proceeds received net of issuance costs, amounted to RMB1,998,113,000. The medium-term note will be fully repaid on 8 May 2028.
In July 2024, the Company issued 5-year medium-term note with total value of RMB1,500,000,000. The coupon rate is 2.33% per annum. Total proceeds received net of issuance costs, amounted to RMB1,499,717,000. The medium-term note will be fully repaid on 10 July 2029.
In September 2025, the Company issued 3+2-year medium-term note with total value of RMB1,000,000,000. The coupon rate is 1.95% per annum. Total proceeds received net of issuance costs, amounted to RMB999,906,000. The medium-term note will be fully repaid on 9 September 2030.
In September 2025, the Company issued 5-year medium-term note with total value of RMB1,000,000,000. The coupon rate is 2.14% per annum. Total proceeds received net of issuance costs, amounted to RMB999,906,000. The medium-term note will be fully repaid on 22 September 2030.
### 37. DERIVATIVE FINANCIAL ASSETS/LIABILITY
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| **Derivative financial assets** | | |
| Cash flow hedges – Interest rate swaps | – | 5,517 |
| | | |
| **Analysed as:** | | |
| – Current | – | 5,517 |
| | | |
| **Derivative financial liability** | | |
| Cash flow hedges – Fixed forward commodity contract | (5,383) | – |
| | | |
| **Analysed as:** | | |
| – Non-current | (5,383) | – |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 38. DEFERRED INCOME
| | Government grants and subsidies | | |
| :--- | :---: | :---: | :---: |
| | **Clean energy production** | **Construction of assets** | **Total** |
| | *RMB’000* | *RMB’000* | *RMB’000* |
| | *(Note (a))* | *(Note (b) and (c))* | |
| **At 1 January 2024** | 105,817 | 279,645 | 385,462 |
| Additions | 19,056 | 19,976 | 39,032 |
| Released to profit or loss | (22,760) | (71,208) | (93,968) |
| Others | (102,113) | – | (102,113) |
| | | | |
| **At 31 December 2024** | – | 228,413 | 228,413 |
| Additions | – | 10,206 | 10,206 |
| Released to profit or loss | – | (30,658) | (30,658) |
| | | | |
| **At 31 December 2025** | – | 207,961 | 207,961 |
**Notes:**
(a) The Group’s gas power facilities located in Beijing, the PRC, were entitled to a subsidy policy promulgated by the Beijing Government. The Group recognises deferred income when the Group receives the relevant government subsidies. The deferred income would be released to profit or loss based on the actual volume of electricity generated from and sold by the Group’s related gas and wind power facilities and at the pre-determined subsidizing rate.
(b) Grants related to construction of assets are provided by several local governments in the PRC to encourage the construction of clean energy facilities. The Group records these grants as deferred income upon receipt of the grants and releases to profit or loss to match with the depreciation charge of related assets. The amounts of RMB21,052,000 (2024: RMB60,887,000) released to profit or loss are set out in Note 7.
(c) Amount of RMB89,000,000 included in grants related to construction of assets is a benefit derived from a government Designated Capital Loan (Note 34(c)). During the year, the amount released to profit or loss is RMB9,606,000 (2024: RMB10,321,000).
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 39. LEASE LIABILITIES
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Lease liabilities payable: | | |
| Within one year | 29,904 | 58,626 |
| One to two years | 81,145 | 62,239 |
| Two to five years | 149,103 | 218,294 |
| Over five years | 692,779 | 608,506 |
| | 952,931 | 947,665 |
| Less: Amount due for settlement within 12 months shown under current liabilities | (29,904) | (58,626) |
| Amount due for settlement after 12 months shown under non-current liabilities | 923,027 | 889,039 |
The weighted average incremental borrowing rates applied to lease liabilities is 4.34% (2024: 4.33%).
## 40. SHARE CAPITAL
| | Number of shares | | | |
| :--- | :--- | :--- | :--- | :--- |
| | **Domestic legal person shares** | **H shares** | **Total** | **Share capital** |
| | **’000** | **’000** | **’000** | **RMB’000** |
| At 1 January 2024, 31 December 2024 and 2025 | 5,414,831 | 2,829,677 | 8,244,508 | 8,244,508 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
## 41. CAPITAL RESERVE
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Share premium on share issuance | 2,876,757 | 2,876,757 |
| Effects on acquisition of additional interests in a subsidiary | (19,043) | (19,043) |
| Effects on equity transactions with holding company, fellow subsidiaries and others | 704,089 | 704,089 |
| | **3,561,803** | **3,561,803** |
## 42. PERPETUAL NOTES
### (a) Issued on 11 April 2023
The Company issued perpetual medium-term notes at par value on 11 April 2023, with a total principal amount of RMB1,000,000,000 (“Perpetual Notes 1”). The proceeds from the issuance of the Perpetual Notes after netting off the issuance cost are RMB998,620,000.
The coupon rate for the first two years up to 13 April 2025 is 3.20% per annum, which is paid annually in arrears on 13 April in each year (“Coupon Payment Date 1”). The Company may defer any interest at its own discretion unless compulsory coupon payment events (including distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) has occurred. The deferred interest is interest bearing at the current coupon rate during the interest deferral period.
The Perpetual Notes 1 have no fixed maturity and are callable at the Company’s option, on 13 April 2025 or on any Coupon Payment Date afterwards, at their principal amounts together with any interest payable (including all unpaid and deferred coupon interest payments).
After 13 April 2025, the coupon rate will be reset every two years to a percentage per annum equal to the sum (i) of the initial spreads of difference between nominal interest rate and initial benchmark interest rate, (ii) current period benchmark interest rate, and (iii) a margin of 300 base points. While any coupon interest payments are unpaid or deferred, the Group cannot declare or pay dividends (Except for handing in the state-owned capital proceeds required by relevant regulations of state-owned assets management) or reduce its registered capital.
The Perpetual Notes 1 have been fully repaid on 13 April 2025.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 42. PERPETUAL NOTES (continued)
### (b) Issued on 10 July 2023
The Company issued perpetual medium-term notes at par value on 10 July 2023, with a total principal amount of RMB500,000,000 (“Perpetual Notes 2”). The proceeds from the issuance of the Perpetual Notes after netting off the issuance cost are RMB498,800,000.
The coupon rate for the first three years up to 12 July 2026 is 3.19% per annum, which is paid annually in arrears on 12 July in each year (“Coupon Payment Date 2”). The Company may defer any interest at its own discretion unless compulsory coupon payment events (including distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) has occurred. The deferred interest is interest bearing at the current coupon rate during the interest deferral period.
The Perpetual Notes 2 have no fixed maturity and are callable at the Company’s option, on 12 July 2026 or on any Coupon Payment Date afterwards, at their principal amounts together with any interest payable (including all unpaid and deferred coupon interest payments).
After 12 July 2026, the coupon rate will be reset every three years to a percentage per annum equal to the sum (i) of the initial spreads of difference between nominal interest rate and initial benchmark interest rate, (ii) current period benchmark interest rate, and (iii) a margin of 300 base point. While any coupon interest payments are unpaid or deferred, the Group cannot declare or pay dividends (Except for handing in the state-owned capital proceeds required by relevant regulations of state-owned assets management) or reduce its registered capital.
### (c) Issued on 21 December 2023
The Company issued perpetual medium-term notes at par value on 21 December 2023, with a total principal amount of RMB500,000,000 (“Perpetual Notes 3”). The proceeds from the issuance of the Perpetual Notes after netting off the issuance cost are RMB498,800,000.
The coupon rate for the first three years up to 25 December 2026 is 3.09% per annum, which is paid annually in arrears on 25 December in each year (“Coupon Payment Date 3”). The Company may defer any interest at its own discretion unless compulsory coupon payment events (including distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) has occurred. The deferred interest is interest bearing at the current coupon rate during the interest deferral period.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 42. PERPETUAL NOTES (continued)
### (c) Issued on 21 December 2023 (continued)
The Perpetual Notes 3 have no fixed maturity and are callable at the Company’s option, on 25 December 2026 or on any Coupon Payment Date afterwards, at their principal amounts together with any interest payable (including all unpaid and deferred coupon interest payments).
After 25 December 2026, the coupon rate will be reset every three years to a percentage per annum equal to the sum (i) of the initial spreads of difference between nominal interest rate and initial benchmark interest rate, (ii) current period benchmark interest rate, and (iii) a margin of 300 base points. While any coupon interest payments are unpaid or deferred, the Group cannot declare or pay dividends (Except for handing in the state-owned capital proceeds required by relevant regulations of state-owned assets management) or reduce its registered capital.
### (d) Issued on 25 November 2024
The Company issued perpetual medium-term notes at par value on 25 November 2024, with a total principal amount of RMB1,000,000,000 (“Perpetual Notes 4”). The proceeds from the issuance of the Perpetual Notes after netting off the issuance cost are RMB999,200,000.
The coupon rate for the first three years up to 27 November 2027 is 2.3% per annum, which is paid annually in arrears on 27 November in each year (“Coupon Payment Date 4”). The Company may defer any interest at its own discretion unless compulsory coupon payment events (including distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) has occurred. The deferred interest is interest bearing at the current coupon rate during the interest deferral period.
The Perpetual Notes 4 have no fixed maturity and are callable at the Company’s option, on 27 November 2027 or on any Coupon Payment Date afterwards, at their principal amounts together with any interest payable (including all unpaid and deferred coupon interest payments).
After 27 November 2027, the coupon rate will be reset every three years to a percentage per annum equal to the sum (i) of the initial spreads of difference between nominal interest rate and initial benchmark interest rate, (ii) current period benchmark interest rate, and (iii) a margin of 300 base points per annum. While any coupon interest payments are unpaid or deferred, the Group cannot declare or pay dividends (Except for handing in the state-owned capital proceeds required by relevant regulations of state-owned assets management) or reduce its registered capital.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 42. PERPETUAL NOTES (continued)
### (e) Issued on 26 June 2025
The Company issued perpetual medium-term notes at par value on 27 June 2025, with a total principal amount of RMB1,000,000,000 (“Perpetual Notes 5”). The proceeds from the issuance of the Perpetual Notes after netting off the issuance cost are RMB999,900,000.
The coupon rate for the first three years up to 27 June 2028 is 1.98% per annum, which is paid annually in arrears on 27 June in each year (“Coupon Payment Date 5”). The Company may defer any interest at its own discretion unless compulsory coupon payment events (including distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) has occurred. The deferred interest is interest bearing at the current coupon rate during the interest deferral period.
The Perpetual Notes 5 have no fixed maturity and are callable at the Company’s option, on 27 June 2028 or on any Coupon Payment Date afterwards, at their principal amounts together with any interest payable (including all unpaid and deferred coupon interest payments).
After 27 June 2028, the coupon rate will be reset every three years to a percentage per annum equal to the sum (i) of the initial spreads of difference between nominal interest rate and initial benchmark interest rate, (ii) current period benchmark interest rate, and (iii) a margin of 300 base points. While any coupon interest payments are unpaid or deferred, the Group cannot declare or pay dividends (except for handing in the state-owned capital proceeds required by relevant regulations of state-owned assets management) or reduce its registered capital.
Pursuant to the terms of these perpetual notes, the Company has no contractual obligation to repay its principal or to pay any coupon and deferred interest unless compulsory coupon payment event has occurred (which are considered within control of the Company). Accordingly, the perpetual notes are classified as equity and subsequent coupon payment will be recorded as equity distribution to the owners of the Company.
During the year ended 31 December 2025, the profit attributable to holders of the perpetual notes, based on the applicable coupon rate, was approximately RMB74,264,000 (2024: RMB97,548,000) and the coupon payment distributed to the holders of the perpetual notes was approximately RMB86,400,000 (2024: RMB96,400,000).
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 43. CAPITAL COMMITMENTS
The Group had the following commitments:
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Capital expenditure contracted for but not provided in the consolidated financial statements in respect of: | | |
| – Acquisition of property, plant and equipment | 4,270,128 | 7,236,876 |
## 44. PLEDGE OF ASSETS
(a) The following assets were pledged to secure certain bank borrowings granted to the Group as at 31 December 2025 and 2024.
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Property, plant and equipment | 859,357 | 2,241,709 |
| Trade receivables | 2,276,526 | 2,897,713 |
| Restricted bank deposits | – | 45,661 |
| | 3,135,883 | 5,185,083 |
(b) Shares pledged
As at 31 December 2025, the Group pledged 100% (2024: 100%) equity interests of Ningxia Boyang and Ningxia Kaiyang, subsidiaries of the Company, to National Development Bank (“NDB”) in China in connection with the loans granted by NDB.
---
## 45. RETIREMENT BENEFIT SCHEME CONTRIBUTIONS AND CASH-SETTLED SHARE-BASED PAYMENTS
### (a) Retirement benefit scheme contributions
During the year ended 31 December 2025, total amount of RMB130,156,000 (2024: RMB122,402,000) including retirement benefit cost of directors of RMB204,000 (2024: RMB209,000) was recognised in profit or loss as retirement benefit scheme contributions.
The Group participates in retirement benefit schemes organised by the local government authorities in the PRC. The local government authorities in the PRC are responsible for managing the pension liabilities to the retired employees. For the pension liabilities to these retired employees, the Group’s obligation is only to make monthly contributions at 16% (2024: 16%) of salary for the year ended 31 December 2025.
During the years ended 31 December 2025 and 2024, the Group had no forfeited contributions under the scheme which may be used by the Group to reduce the existing level of contributions. There were also no forfeited contributions available at 31 December 2025 and 2024 under the scheme which may be used by the Group to reduce the contribution payable in future years.
### (b) Cash-settled share-based payments
Pursuant to a shareholder resolution passed on 2 February 2024, the Company issued to certain employees share appreciation rights (the SARs) that require the Company to pay the intrinsic value of the SARs to the employees at the date of exercise. The SARs are to be settled by cash. The SARs schema does not involve the grant of options over the existing shares, new shares or other new securities issuable by the Company. The total number of SARs approved under the Scheme is 123,675,000 and the Company has granted 123,591,000 SARs in 2024 in three installments to employees that entitle them to a cash payment after two years of service since the date of granted if the company and the incentive recipients achieve the predetermined performance conditions, representing approximately 1.5% of the total issued share capital of the Company as at 31 December 2024. The remaining 84,000 SARs under the Scheme not yet been granted were cancelled on 31 October 2024. At 31 December 2025, the Group has recorded liabilities of approximately RMB42,943,000. The fair value of the SARs is determined using the Black-Scholes pricing model. The Group recorded total expenses of approximately RMB31,709,000 (2024: RMB11,234,000) during the year in respect of the SARs.
---
# Notes to the Consolidated Financial Statements
#### FOR THE YEAR ENDED 31 DECEMBER 2025
### 46. RELATED PARTY BALANCES AND TRANSACTIONS
(a) Besides loans to an associate and a joint venture, finance lease receivables, and deposits in a related non-bank financial institution as set out in Notes 21, 22, 27, and 32, the Group has amounts due from the following related parties and the details are set out below:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Amounts due from:** | | |
| Associates | 20,590 | 580 |
| Fellow subsidiaries | 540,344 | 592,073 |
| | **560,934** | **592,653** |
| | | |
| **Represented by:** | | |
| Trade *(Note)* | 540,344 | 567,183 |
| Receivables for disposal of a subsidiary equity without change of control | – | 24,890 |
| Non-trade *(Note)* | 20,590 | 580 |
| | **560,934** | **592,653** |
*Note: The Group allow a credit period of 60 days for its trade receivables. The non-trade balances are repayable on demand. All balances are interest-free, unsecured and aged within one year.*
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
(b) Besides the balances in borrowings from a related non-bank financial institution, fellow subsidiaries and BEH as set out in Note 34, the Group has amounts due to the following related parties and the details are set out below:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB'000** | **RMB'000** |
| **Amounts due to:** | | |
| Fellow subsidiaries | 487,663 | 321,065 |
| Associates | 1,371 | 9,048 |
| | **489,034** | **330,113** |
| | | |
| **Represented by:** | | |
| Trade *(Note)* | 424,269 | 300,146 |
| Payables for acquisition of property, plant and equipment | 51,202 | 20,919 |
| Non-trade *(Note)* | 13,563 | 9,048 |
| | **489,034** | **330,113** |
*Note: The Group apply a credit period of 60 days for its trade payables. The non-trade balances are repayable on demand. All balances are interest-free, unsecured and aged within one year.*
(c) The Group operates in an economic environment predominated by enterprises directly or indirectly owned or controlled by the PRC government through its numerous authorities, affiliates or organisations (collectively "State-owned Enterprises"). During the years ended 31 December 2025 and 2024, the Group had transactions with State-owned Enterprises including, but not limited to, sales of goods, purchases of property, plant and equipment and borrowings. The directors consider that the transactions with these State-owned Enterprises are activities in the ordinary course of the Group's business and that the dealings of the Group have not been significantly or unduly affected by the fact the Group and these State-owned Enterprises are ultimately controlled or owned by the PRC government.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
#### (d) Transactions with related parties:
During the year ended 31 December 2025, besides interest income received from associates and a joint venture as set out in Note 10, and interest expense charged by related parties as set out in Notes 34(a) and 34(b), the Group entered into the following significant transactions with its related parties:
##### (i) Equipment maintenance services from related parties
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Fellow subsidiaries | 108,394 | 100,433 |
##### (ii) Administration services from related parties
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Fellow subsidiaries | 98,402 | 54,741 |
##### (iii) Property Lease Framework Agreement
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Fellow subsidiaries | 41,432 | 53,431 |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
#### (d) Transactions with related parties: (continued)
**(iv) Commission for entrusted loan service from a related non-bank financial institution**
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| A fellow subsidiary | - | 342 |
**(v) Property management fee charged by related parties**
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 95,789 | 99,621 |
**(vi) Heat energy sold to a related party**
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| A fellow subsidiary | 1,773,274 | 1,808,566 |
**(vii) EPC framework agreement**
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| A fellow subsidiary | 2,454 | 3,549 |
**(viii) Lease administrator fee paid to a related party**
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| A fellow subsidiary | 10,169 | 10,966 |
---
# Notes to the Consolidated Financial Statements
#### FOR THE YEAR ENDED 31 DECEMBER 2025
## 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
### (d) Transactions with related parties: (continued)
#### (ix) Integrated Energy Supply Framework Agreement
| | 2025 RMB'000 | 2024 RMB'000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 20,532 | 15,598 |
#### (x) Property Lease Framework Agreement (II)
| | 2025 RMB'000 | 2024 RMB'000 |
| :--- | :---: | :---: |
| A fellow subsidiary | 13,280 | 3,898 |
#### (xi) Operating services from related parties
| | 2025 RMB'000 | 2024 RMB'000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 11,649 | 11,550 |
#### (xii) Generation rights purchase from a related party
| | 2025 RMB'000 | 2024 RMB'000 |
| :--- | :---: | :---: |
| A fellow subsidiary | 116 | 5,492 |
#### (xiii) Revenue related to finance lease service from related parties
| | 2025 RMB'000 | 2024 RMB'000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 35,313 | 48,893 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
### (d) Transactions with related parties: (continued)
#### (xiv) Consulting service provided by related parties
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 11,896 | 7,567 |
#### (xv) Engineering construction service provided by related parties
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 206,113 | 319,884 |
#### (xvi) Power purchase from related parties
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 3,328 | – |
#### (xvii) Power sales to related parties
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| Fellow subsidiaries | 348,051 | – |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 46. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
### (e) Compensation of key management personnel
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Directors’ fees | 500 | 500 |
| Basic salaries and allowances | 11,016 | 9,270 |
| Retirement benefit contributions | 612 | 342 |
| Cash-settled share-based payment | 6,068 | 1,300 |
| | **18,196** | **11,412** |
Key management represents the directors and other senior management personnel disclosed in the annual report. The remuneration of key management is determined by the remuneration committee having regard to the performance of individuals and market trends.
(f) In addition, the Group also has entered into other various transactions with other government-related entities in its ordinary course of business. In view of the insignificance of these transactions, the directors are of the opinion that separate disclosure is not meaningful.
## 47. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from prior year.
The capital structure of the Group consists of net debts (which include bank and other borrowings, short-term debentures, medium-term notes, corporate bonds, net of cash and cash equivalents, and restricted bank deposits), and equity attributable to ordinary shareholders of the Company, comprising issued share capital, retained profits and other reserves.
The directors review the capital structure on a regular basis. As part of this review, the directors consider the cost of capital and the risks associated with capital, and take appropriate actions to balance its overall capital structure.
The Group monitors capital using a gearing ratio which is total liabilities divided by total assets. The Group aims to maintain the gearing ratio at a reasonable level. The Group’s gearing ratio as at 31 December 2025 was 62.2% (2024: 62.9%).
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS
### (a) Categories of financial instruments
| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| **Financial assets** | | |
| Financial assets at amortised cost | 22,934,610 | 23,317,573 |
| Finance lease receivables | 1,422,192 | 1,406,976 |
| Financial asset at FVTPL | 336,492 | 335,573 |
| Equity instrument at FVTOCI | 120,800 | 106,000 |
| Derivative financial assets | – | 5,517 |
| | | |
| **Financial liabilities** | | |
| Financial liabilities at amortised cost | 62,339,243 | 60,937,056 |
| Derivative financial liability | 5,383 | – |
### (b) Financial risk management objectives and policies
The Group’s major financial instruments include derivative financial assets, trade and bills receivables, other receivables and deposits, equity instrument at FVTOCI, financial asset at FVTPL, loans to an associate and a joint venture, finance lease receivables, cash and cash equivalents, restricted bank deposits, trade and other payables, amounts due from/to related parties, bank and other borrowings, short-term debentures, medium-term notes, corporate bonds and derivative financial liability. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.
#### Market risk
The Group’s activities expose primarily to the market risks of changes in interest rates, foreign currency exchange rates and other price risk.
There has been no significant change to the Group’s exposure to market risks or the manner in which it manages and measures the risk during the year ended 31 December 2025.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Market risk (continued)
##### (i) Interest rate risk management
The Group is exposed to cash flow interest rate risk due to the fluctuation of the prevailing market interest rate on loans to an associate and a joint venture, cash and cash equivalents, restricted bank deposits and bank and other borrowings carried at variable interest rate and lease liabilities. The floating interest rates which the Group is subject to are based on interest rates quoted by the PBOC plus a premium or less a discount.
The Group’s fair value interest rate risk mainly included bank and other borrowings carried at fixed interest rate, short-term debentures, medium-term notes, corporate bonds and lease liabilities.
The Group’s exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note.
**Interest rate sensitivity**
The sensitivity analyses below have been determined based on the exposure to interest rates for financial instruments at the end of each reporting period. For those financial instruments bearing floating interest rate, the analyses are prepared assuming the amount of balances outstanding at the end of each reporting period was outstanding for the whole year. A 25 basis points increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If PBOC interest rates had been 25 basis points higher/lower and all other variables were held constant, the Group’s profit for the year ended 31 December 2025 would decrease/increase by RMB64,767,000 (2024: RMB39,818,000).
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Market risk (continued)
#### (ii) Foreign currency risk management
**Currency risk**
The Group has certain assets and liabilities, including cash and cash equivalents (Note 32), bank and other borrowings (Note 34) denominated in foreign currencies, hence risk exposure to exchange rate fluctuation arises.
The Group are not exposed to significant foreign currency exchange risk as their transactions of operation and balances are substantially denominated in their respective functional currencies.
**Currency sensitivity**
The Group is mainly exposed to exchange rate fluctuation on RMB, HK$, US$ and AU$, because bank balances and borrowings of an Australia subsidiary were mainly denominated in RMB, and bank balances of the Group’s subsidiaries in the PRC were denominated in HK$, US$ and AU$. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
| | Liabilities | | Assets | |
| :--- | :--- | :--- | :--- | :--- |
| | **2025** | **2024** | **2025** | **2024** |
| | **RMB’000** | **RMB’000** | **RMB’000** | **RMB’000** |
| RMB | 810,520 | – | 34,627 | – |
| HK$ | – | – | 1,875 | 754 |
| US$ | – | – | 8,929 | 5,851 |
| AU$ | – | – | 1,956 | 284,596 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Market risk (continued)
**(ii) Foreign currency risk management (continued)**
**Currency sensitivity (continued)**
For the sensitivity analysis, 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in the exchange rate of RMB against HK$, US$ and AU$.
For the Australian subsidiaries, a 5% weakening/strengthening of AU$ against RMB would result in a decrease/increase in profit or loss of RMB 26,923,000 (2024: nil).
For the Group’s subsidiaries in the PRC, the following table details the sensitivity to a 5% strengthening of RMB against HK$, US$ and AU$. For a 5% weakening of RMB against HK$, US$ and AU$, there would be an equal and opposite impact on the profit after taxation for the year:
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| Decrease in profit (HK$) | (70) | (30) |
| Decrease in profit (US$) | (335) | (234) |
| Decrease in profit (AU$) | (73) | (11,374) |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Market risk (continued)
##### (iii) Other price risks
The Group is exposed to equity price risk mainly through its investment in equity securities. The Group’s equity price risk arises from its investment in the equity securities of a listed entity operating in the nuclear power industry and an unlisted entity. The Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.
**Equity price sensitivity analysis**
The sensitivity analysis below has been determined based on the exposure to equity price risk at the end of the reporting period.
If equity prices had been 15% higher/lower:
Profit for the year ended 31 December 2025 would increase/decrease by RMB42,146,000 (2024: RMB42,031,000) as a result of the changes in fair value of financial asset at FVTPL.
#### Credit risk and impairment assessment
The Group’s credit risk is primarily attributable to its trade and bills receivables, finance lease receivables, loan receivables, other receivables and deposits, loans to an associate and a joint venture, amounts due from related parties, restricted bank deposits, time deposits and cash and cash equivalents. As at 31 December 2025, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial position.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 48. FINANCIAL INSTRUMENTS (continued)
#### (b) Financial risk management objectives and policies (continued)
##### Credit risk and impairment assessment (continued)
The tables below detail the credit risk exposures of the Group’s financial assets, which are subject to ECL assessment:
| | 12-month or lifetime ECL | 2025 Gross carrying amount RMB’000 | 2024 Gross carrying amount RMB’000 |
| :--- | :--- | :--- | :--- |
| **Financial assets at amortised cost** | | | |
| Loans to an associate and a joint venture and amounts due from related parties (Note (i)) | 12m ECL | 630,934 | 700,653 |
| Restricted bank deposits, time deposits and cash and cash equivalents (Note (i)) | 12m ECL | 8,800,495 | 7,494,091 |
| Other receivables and deposits (Note (ii)) | 12m ECL | 820,705 | 1,105,923 |
| | Lifetime ECL (credit-impaired) | 19,745 | 19,745 |
| Trade receivables (Note (ii)) | Lifetime ECL | 12,403,500 | 14,055,115 |
| Bills receivable (Note (ii)) | 12m ECL | 11,673 | 4,481 |
| **Other item** | | | |
| Finance lease receivables (Note (ii)) | 12m ECL | 1,422,192 | 1,406,976 |
Notes:
(i) For the amounts due from an associate and a joint venture, financial positions of the associate and joint venture are regularly monitored in order to minimize the credit risk associated with receivables due from the associate and joint venture.
Restricted bank deposits, and cash and cash equivalents balances are placed with reputable financial institutions and BEH Finance.
(ii) For other receivables and deposits, bills receivable and finance lease receivables, the Group uses the 12m ECL to measure the loss allowance, unless when there has been a significant increase in credit risk since initial recognition, the Group recognises lifetime ECL. For trade receivables, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Credit risk and impairment assessment (continued)
**Trade and bills receivables arising from contracts with customers**
The Group is exposed to significant concentration of credit risk in terms of electricity sales as majority of the Group’s sales of electricity were made to regional and provincial power grid companies. The Group normally grants credit terms of 60 days to these power grid companies except for clean energy power price premium. The collection of such clean energy power price premium is subject to the allocation of funds by relevant government authorities to local grid companies, which therefore takes a relatively longer time for settlement, and the directors are of the opinion that the tariff premium receivables are fully recoverable considering that there are no bad debt experiences with the power grid companies in the past and the tariff premium is funded by the PRC government. The Group normally does not require collaterals from trade debtors. Aging analysis of the Group’s trade receivables is disclosed in Note 26 and monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. The amounts presented in the consolidated statement of financial position are net of allowances for credit losses, estimated by the Group’s management based on historical settlement records.
The following tables show reconciliation of loss allowances that has been recognised for trade receivables.
| | Lifetime ECL (not credit-impaired) RMB’000 | Lifetime ECL (credit-impaired) RMB’000 | Total RMB’000 |
| :--- | :---: | :---: | :---: |
| As 1 January 2024 | 32,573 | – | 32,573 |
| – Impairment losses recognised | 10,117 | – | 10,117 |
| As at 31 December 2024 | 42,690 | – | 42,690 |
| – Reclassification | (33,807) | 33,807 | – |
| – Impairment losses recognised | 9,445 | 71,538 | 80,983 |
| **As at 31 December 2025** | **18,328** | **105,345** | **123,673** |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Credit risk and impairment assessment (continued)
**Other receivables and deposits**
The counterparties of the Group’s other receivables and deposits are mainly large state-owned enterprises with good credit and government agencies. Under ECL model, management makes periodic collective assessment as well as individual assessment on the recoverability of all the receivables, based on historical payment records, the length of the overdue period, the financial strength of the debtors and whether there are any disputes with the relevant debtors.
**Restricted bank deposits and cash and cash equivalents**
Substantially all of the Group’s cash and deposits are held in major financial institutions and BEH Finance, which management believes are of high credit quality. To manage this risk, restricted bank deposits, and cash and cash equivalents are mainly placed with state-owned financial institutions and reputable banks. The Group has policies to control the size of the deposits to be placed with various reputable financial institutions according to their market reputation, operating scale and financial background with a view to limiting the amount of credit exposure to any single financial institution.
**Finance lease receivables**
The management are of the opinion that the finance lease receivables are fully recoverable taking into account the credit ratings of the counterparties and secured assets under the lease arrangements. Based on assessment by the management, the management considers the ECL for finance lease receivables is insignificant and therefore no loss allowance was recognised.
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Credit risk and impairment assessment (continued)
#### Liquidity risk management
In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilisation of bank borrowings and ensures compliance with loan covenants.
The Group has net current liabilities as at 31 December 2025, which exposed the Group to liquidity risk. In order to mitigate the liquidity risk, the management regularly monitors the operational cash flow of the Group as well as the unutilised bank facilities to meet its liquidity requirements in the short and long term.
The Group relies on bank borrowings and perpetual notes as a significant source of liquidity. As at 31 December 2025, the Group has available unutilised banking and other borrowing facilities of RMB48,061,260,000 (2024: RMB32,463,400,000).
The following table details the Group’s remaining contractual maturity for its financial liabilities and derivative instruments. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.
The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate at the end of the reporting period.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (b) Financial risk management objectives and policies (continued)
#### Credit risk and impairment assessment (continued)
#### Liquidity risk management (continued)
| | Weighted average effective interest rate | Within 1 year | 1 year to 2 years | 2 years to 3 years | 3 years to 5 years | Over 5 years | Total undiscounted cash flow | Carrying amount |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | % | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |
| **At 31 December 2025** | | | | | | | | |
| Trade and other payables | - | 6,615,069 | - | - | - | - | 6,615,069 | 6,615,069 |
| Bank and other borrowings | | | | | | | | |
| – variable interest rate | 2.28 | 13,672,887 | 3,110,213 | 2,693,205 | 4,704,185 | 14,116,632 | 38,297,122 | 34,542,634 |
| Bank and other borrowings | | | | | | | | |
| – fixed interest rate | 2.62 | 3,159,882 | 630,662 | 1,398,015 | 830,503 | 230,996 | 6,250,058 | 5,955,190 |
| Short-term debentures | 1.75 | 5,565,574 | - | - | - | - | 5,565,574 | 5,522,327 |
| Medium-term notes | 2.75 | 248,264 | 3,722,136 | 2,098,906 | 3,547,270 | - | 9,616,576 | 9,087,592 |
| Amounts due to related parties | - | 489,034 | - | - | - | - | 489,034 | 489,034 |
| Lease liabilities | 4.34 | 59,675 | 112,965 | 59,309 | 169,737 | 838,306 | 1,239,992 | 952,931 |
| | | **29,810,385** | **7,575,976** | **6,249,435** | **9,251,695** | **15,185,934** | **68,073,425** | **63,164,777** |
| | | | | | | | | |
| **At 31 December 2024** | | | | | | | | |
| Trade and other payables | - | 6,238,083 | 105,572 | 41,821 | 5,441 | - | 6,390,917 | 6,390,917 |
| Bank and other borrowings | | | | | | | | |
| – variable interest rate | 2.50 | 9,392,667 | 5,176,425 | 2,898,418 | 4,864,074 | 12,851,573 | 35,183,157 | 31,817,331 |
| Bank and other borrowings | | | | | | | | |
| – fixed interest rate | 2.75 | 4,570,340 | 1,102,179 | 906,050 | 260,574 | 1,530,094 | 8,369,237 | 8,145,242 |
| Short-term debentures | 2.06 | 5,573,788 | - | - | - | - | 5,573,788 | 5,532,001 |
| Medium-term notes | 2.92 | 1,211,771 | 202,600 | 3,681,048 | 2,057,711 | 1,500,000 | 8,653,130 | 8,108,020 |
| Corporate bonds | 3.22 | 619,258 | - | - | - | - | 619,258 | 613,432 |
| Amounts due to related parties | - | 330,113 | - | - | - | - | 330,113 | 330,113 |
| Lease liabilities | 4.33 | 61,371 | 68,224 | 127,948 | 60,256 | 989,608 | 1,307,407 | 947,665 |
| | | **27,997,391** | **6,655,000** | **7,655,285** | **7,248,056** | **16,871,275** | **66,427,007** | **61,884,721** |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (c) Fair value
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined.
| Financial assets/ financial liabilities | Fair value as at 31 December 2025 | Fair value as at 31 December 2024 | Fair value hierarchy | Valuation technique and key input |
| :--- | :--- | :--- | :--- | :--- |
| 1) Listed held for trading shares (Note 30) | Listed equity securities in Hong Kong: Electric power industry - RMB336,492,000 | Listed equity securities in Hong Kong: Electric power industry -RMB335,573,000 | Level 1 | Quoted bid price in an active market. |
| 2) Private equity investment at FVTOCI (Note 24) | Private equity investments in the PRC: Electric power industry - RMB120,800,000 | Private equity investments in the PRC: Electric power industry - RMB106,000,000 | Level 3 | Market approach. Fair value are derived from price multiples of similar assets that have been traded in the market, and estimated based on the P/B ratio of comparable listed companies and a liquidity discount rate. |
| 3) Fixed forward commodity contract classified as a derivative on the consolidated statement of financial position (Note 37) | Liability - RMB5,383,000 | – | Level 3 | Discounted cash flow. Future cash flows are estimated based on spot electricity price, contract forward price and generators’ utilization hours, discounted at a rate that reflects the credit risk of the subsidiaries to the contracts. |
| 4) Interest rate swaps classified as derivatives on the consolidated statement of financial position (Note 37) | – | Assets - RMB5,517,000 | Level 2 | Discounted cash flow. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of the counterparty. |
In estimating the fair value of an asset where Level 1 inputs are not available, the management of the Group works closely with external valuers to establish the appropriate valuation techniques and inputs to the model.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 48. FINANCIAL INSTRUMENTS (continued)
### (c) Fair value (continued)
There were no transfers among different levels during both years.
Some of the Group’s financial assets and financial liabilities are measured at amortised cost at the end of the reporting period. Their fair values are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.
Except for the fixed rate bank and other borrowings (Note 34) and medium-term notes (Note 36), the directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated statement of financial position approximate their respective fair values at the end of each reporting period.
Reconciliation of level 3 fair value measurement is as follows:
| Fixed forward commodity contract | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :---: | :---: |
| At 1 January | – | (65,350) |
| Fair value gain recognised in profit or loss | – | 63,490 |
| Fair value change recognised in other comprehensive income | (5,303) | – |
| Effect of foreign currency exchange difference | (80) | 1,860 |
| **At 31 December** | **(5,383)** | **–** |
### Private equity investment at FVTOCI
Included in other comprehensive income is an amount of RMB14,800,000 (2024: RMB13,500,000), being gain relating to unlisted equity investments classified as equity instrument at FVTOCI.
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
## 49. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
| | Bank and other borrowings | Short-term debentures | Medium-term notes | Corporate bonds | Lease liabilities | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 |
| **Cost** | | | | | | |
| At 1 January 2024 | 37,892,815 | 4,828,929 | 6,585,568 | 613,547 | 827,410 | 50,748,269 |
| Net financing cash flows | 2,090,116 | 671,071 | 1,406,555 | (13,762) | (63,232) | 4,090,748 |
| Accrued interest | 18,171 | 32,001 | 115,897 | 13,647 | 32,264 | 211,980 |
| Effect of foreign currency exchange difference | (38,529) | – | – | – | – | (38,529) |
| Additions of lease liabilities | – | – | – | – | 116,994 | 116,994 |
| Acquisition of subsidiaries | – | – | – | – | 34,229 | 34,229 |
| **At 31 December 2024** | **39,962,573** | **5,532,001** | **8,108,020** | **613,432** | **947,665** | **55,163,691** |
| Net financing cash flows | (22,493) | (32,001) | 885,329 | (613,432) | (56,850) | 160,553 |
| Accrued interest | 26,747 | 22,327 | 94,243 | – | 30,655 | 173,972 |
| Bank borrowings arising from supplier finance arrangement *(Note)* | 510,000 | – | – | – | – | 510,000 |
| Effect of foreign currency exchange difference | 20,997 | – | – | – | – | 20,997 |
| Additions of lease liabilities | – | – | – | – | 31,461 | 31,461 |
| **At 31 December 2025** | **40,497,824** | **5,522,327** | **9,087,592** | **–** | **952,931** | **56,060,674** |
Note: The total amount of bank borrowings arising from supplier finance arrangement is RMB510,000,000 with fixed interest rate ranging from 1.25% to 1.84%. This bank borrowings will be repaid in 6 or 12 months.
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES
### General information of material subsidiaries
Details of the Company’s material subsidiaries at 31 December 2025 and 2024 are set out below:
| Name of subsidiary | Place of registration and operation | Paid up issued/ registered capital | Equity interest attributable to the Company - Direct 2025 | Equity interest attributable to the Company - Direct 2024 | Equity interest attributable to the Company - Indirect 2025 | Equity interest attributable to the Company - Indirect 2024 | Proportion of voting rights held by the Group 2025 | Proportion of voting rights held by the Group 2024 | Principal activities |
| :--- | :--- | :--- | :---: | :---: | :---: | :---: | :---: | :---: | :--- |
| 北京太陽宮燃氣熱電有限公司 (Beijing Taiyanggong Gas-fired Power Co., Ltd.)* (“Taiyanggong Power”) | PRC | RMB747,297,000 | 74% | 74% | 0% | 0% | 74% | 74% | Gas-fired power and heat energy generation |
| 北京京橋熱電有限責任公司 (Beijing Jingqiao Thermal Power Co., Ltd.)* | PRC | RMB876,780,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 北京京豐燃氣發電有限責任公司 (Beijing Jingfeng Natural Gas-fired Power Co., Ltd.)* | PRC | RMB353,940,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 北京京能高安屯燃氣熱電有限責任公司 (Beijing Jingneng Gaoantun Gas-fired Power Co., Ltd.)* | PRC | RMB760,512,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 北京京西燃氣熱電有限公司 (Beijing Jingneng Jingxi Gas-fired Power Co., Ltd.)* | PRC | RMB1,030,010,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 北京上莊燃氣熱電有限公司 (Beijing Shangzhuang Gas-fired Power Co., Ltd) * | PRC | RMB918,296,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 黑水縣三聯水電開發有限責任公司 (Heishui Sanlian Hydropower Development., Ltd) * | PRC | RMB381,770,000 | 100% | 100% | 0% | 0% | 100% | 100% | Water power generation |
| 盈江華富水電開發有限公司 (Yingjiang Hua Fu HydroPower Development Co., Ltd.)* | PRC | RMB413,600,000 | 100% | 100% | 0% | 0% | 100% | 100% | Water power generation |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
### General information of material subsidiaries (continued)
Details of the Company’s material subsidiaries at 31 December 2025 and 2024 are set out below: (continued)
| Name of subsidiary | Place of registration and operation | Paid up issued/ registered capital | Equity interest attributable to the Company Direct 2025 | Equity interest attributable to the Company Direct 2024 | Equity interest attributable to the Company Indirect 2025 | Equity interest attributable to the Company Indirect 2024 | Proportion of voting rights held by the Group 2025 | Proportion of voting rights held by the Group 2024 | Principal activities |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 內蒙古京能商都風力發電有限責任公司 (Inner Mongolia Jingneng Shangdu Wind Power Co., Ltd.)* | PRC | RMB207,520,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 北京京能新能源有限公司 (Beijing Jingneng New Energy Co., Ltd.)* | PRC | RMB313,347,000 | 100% | 100% | 0% | 0% | 100% | 100% | Investment management and wind power generation |
| 內蒙古京能察右中風力發電有限責任公司 (Inner Mongolia Jingneng Chayouzhong Energy Co., Ltd.)* | PRC | RMB313,641,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 錫林郭勒吉相華亞風力發電有限責任公司 (Xilinguole Jixianghuaya Wind Power Co., Ltd.)* | PRC | RMB942,751,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 內蒙古京能烏蘭伊力更風力發電有限責任公司 (Inner Mongolia Jingneng Wulanyiligeng Wind Power Co., Ltd.)* | PRC | RMB799,850,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 內蒙古京能文貢烏拉風力發電有限公司 (Inner Mongolia Jingneng Wengongwula Wind Power Co., Ltd.)* | PRC | RMB220,613,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 內蒙古京能烏蘭風力發電有限公司 (Inner Mongolia Jingneng Wulan Wind Power Co., Ltd.)* | PRC | RMB415,140,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 寧夏京能新能源有限公司 (Ningxia Jingneng New Energy Co., Ltd.)* | PRC | RMB414,598,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
### General information of material subsidiaries (continued)
Details of the Company’s material subsidiaries at 31 December 2025 and 2024 are set out below: (continued)
| Name of subsidiary | Place of registration and operation | Paid up issued/ registered capital | Equity interest attributable to the Company - Direct 2025 | Equity interest attributable to the Company - Direct 2024 | Equity interest attributable to the Company - Indirect 2025 | Equity interest attributable to the Company - Indirect 2024 | Proportion of voting rights held by the Group 2025 | Proportion of voting rights held by the Group 2024 | Principal activities |
| :--- | :--- | :--- | :---: | :---: | :---: | :---: | :---: | :---: | :--- |
| 寧夏京能靈武風電有限公司 (Ningxia Jingneng Lingwu Wind Power Co., Ltd.)* | PRC | RMB411,327,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 五家渠京能新能源有限責任公司 (Wujiaqu Jingneng New Energy Co., Ltd.)* | PRC | RMB455,890,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 北京京能未來燃氣熱電有限公司 (Beijing Jingneng Weilai Gas-fired Power Co., Ltd.)* | PRC | RMB304,899,000 | 100% | 100% | 0% | 0% | 100% | 100% | Gas-fired power and heat energy generation |
| 寧夏中寧縣京能新能源有限公司 (Ningxia Zhongning County New Energy Co., Ltd.)* | PRC | RMB471,096,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 格爾木京能新能源有限公司 (Golmud Jingneng New Energy Co., Ltd.)* | PRC | RMB205,360,000 | 100% | 100% | 0% | 0% | 100% | 100% | Photovoltaic power generation |
| Jingneng HK | Hong Kong, China | HK$77,657,000 | 100% | 100% | 0% | 0% | 100% | 100% | Investment holding |
| New GRWF | Australia | AU$132,460,000 | 0% | 0% | 60% | 60% | 60% | 100% | Wind power generation |
| Gullen Solar Pty Ltd. | Australia | AU$6,500,000 | 0% | 0% | 60% | 60% | 60% | 100% | Photovoltaic power generation |
| BJCE Australia | Australia | AU$115,600,000 | 0% | 0% | 60% | 60% | 60% | 100% | Investment holding |
| Newtricity Biala Pty Ltd. | Australia | AU$65,400,000 | 0% | 0% | 60% | 60% | 60% | 100% | Wind power generation |
| 益陽大通湖東大光伏發電有限公司 (Yiyang Datonghu Dongda Photovoltaic Power Co., Ltd.)* | PRC | RMB280,000,000 | 100% | 100% | 0% | 0% | 100% | 100% | Photovoltaic power generation |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
### General information of material subsidiaries (continued)
Details of the Company’s material subsidiaries at 31 December 2025 and 2024 are set out below: (continued)
| Name of subsidiary | Place of registration and operation | Paid up issued/ registered capital | Equity interest attributable to the Company - Direct - 2025 | Equity interest attributable to the Company - Direct - 2024 | Equity interest attributable to the Company - Indirect - 2025 | Equity interest attributable to the Company - Indirect - 2024 | Proportion of voting rights held by the Group - 2025 | Proportion of voting rights held by the Group - 2024 | Principal activities |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 內蒙古京能蘇尼特風力發電有限公司 (Neimenggu Jingneng Sunite Wind Power Co., Ltd.)* | PRC | RMB451,680,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 京能新能源（蘇尼特右旗）風力發電有限公司 (Jingneng New Energy (Sunite) Wind Power Co., Ltd.)* | PRC | RMB316,433,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 張北京能清潔能源有限公司 (Zhangbei Jingneng Clean Energy Co., Limited)* | PRC | RMB210,450,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 尚義京能新能源有限公司 (Shangyi Jingneng New Energy Co., Limited) * | PRC | RMB305,650,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 康保新京清潔能源有限公司 (Kangbao Xinjing Clean Energy Co., Limited)* | PRC | RMB700,370,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 巴彥淖爾京能清潔能源電力有限公司 (Bayannaoer Jingneng Clean Energy Power Co., Limited) * | PRC | RMB765,321,000 | 95% | 95% | 0% | 0% | 95% | 95% | Wind power generation |
| 鄂托克前旗晟日新能源科技有限公司 (Etokeqian banner SHENGRI New Energy Technology Co., Ltd)* | PRC | RMB332,200,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 寧夏博陽新能源有限公司 (Ningxia Boyang)* | PRC | RMB325,372,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power and photovoltaic power generation |
| 深圳京能融資租賃有限公司 (Shenzhen Jingneng Financial Leasing Co., Ltd.)* (“Shenzhen Jingneng Leasing”) | PRC | RMB2,007,580,000 | 85% | 85% | 0% | 0% | 85% | 85% | Finance Lease |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
### General information of material subsidiaries (continued)
Details of the Company’s material subsidiaries at 31 December 2025 and 2024 are set out below: (continued)
| Name of subsidiary | Place of registration and operation | Paid up issued/ registered capital | Equity interest attributable to the Company Direct 2025 | Equity interest attributable to the Company Direct 2024 | Equity interest attributable to the Company Indirect 2025 | Equity interest attributable to the Company Indirect 2024 | Proportion of voting rights held by the Group 2025 | Proportion of voting rights held by the Group 2024 | Principal activities |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 欽州京能清潔能源有限公司 (Qinzhou Jingneng New Energy Co., Limited) * | PRC | RMB287,959,000 | 100% | 100% | 0% | 0% | 100% | 100% | Photovoltaic power generation |
| 汕頭京能清潔能源有限公司 (Shantou Jingneng Clean Energy Co., Ltd.) * | PRC | RMB353,645,000 | 100% | 100% | 0% | 0% | 100% | 100% | Wind power generation |
| 尚義縣旭藍新能源科技有限公司 (Shangyi Xulan New Energy Technology Co., Ltd)* | PRC | RMB327,200,000 | 0% | 0% | 100% | 100% | 100% | 100% | Wind power generation |
| 宜昌市夷陵區中基熱電有限公司 (Yiling District Yichang City Zhongji thermal power Co., Ltd)* | PRC | RMB259,920,000 | 90% | 90% | 0% | 0% | 90% | 90% | Gas-fired power and heat energy generation |
\* English name for identification purpose
The table below shows details of non-wholly owned subsidiaries of the Company that have material non-controlling interests:
| | Incorporation/ establishment/ registration and operation | Proportion ownership interest held by non-controlling interests 2025 % | Proportion ownership interest held by non-controlling interests 2024 % | Profit allocated to non-controlling interests 2025 RMB’000 | Profit allocated to non-controlling interests 2024 RMB’000 | Total comprehensive income allocated to non-controlling interests 2025 RMB’000 | Total comprehensive income allocated to non-controlling interests 2024 RMB’000 | Accumulated non-controlling interests 2025 RMB’000 | Accumulated non-controlling interests 2024 RMB’000 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Taiyanggong Power | PRC | 26.00 | 26.00 | 39,553 | 41,242 | 39,553 | 41,242 | 333,520 | 333,758 |
| Shenzhen Jingneng Leasing | PRC | 15.32 | 15.32 | 5,770 | 7,821 | 5,770 | 7,821 | 371,420 | 379,080 |
| BJCE Australia | Australia | 40.00 | 40.00 | 13,251 | 21,146 | 30,623 | (42,281) | 522,567 | 491,944 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
Summarised financial information in respect of the Company’s subsidiary that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations.
| Taiyanggong Power | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Current assets | 861,323 | 842,921 |
| Non-current assets | 840,774 | 864,638 |
| Current liabilities | 405,549 | 408,231 |
| Non-current liabilities | 13,889 | 15,080 |
| | | |
| Revenue | 2,015,641 | 2,025,947 |
| | | |
| Profit and total comprehensive income for the year | 152,127 | 158,622 |
| | | |
| Dividends declared to non-controlling interests | 41,578 | 71,889 |
| | | |
| Net cash generated from operating activities | 172,781 | 147,749 |
| Net cash generated from/(used in) investing activities | 24,124 | (186,176) |
| Net cash used in financing activities | (159,915) | (276,496) |
| | | |
| Net cash inflow/(outflow) | 36,990 | (314,923) |
---
# Notes to the Consolidated Financial Statements
## FOR THE YEAR ENDED 31 DECEMBER 2025
### 50. SUBSIDIARIES (continued)
| Shenzhen Jingneng Leasing | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Current assets | 590,444 | 528,014 |
| Non-current assets | 3,523,086 | 1,995,914 |
| Current liabilities | 1,677,383 | 49,461 |
| Non-current liabilities | 11,888 | 215 |
| Revenue | 73,835 | 66,256 |
| Profit and total comprehensive income for the year | 37,662 | 51,053 |
| Dividends declared to non-controlling interests | 13,430 | 51,011 |
| Net cash generated from operating activities | 61,572 | 40,152 |
| Net cash (used in)/generated from investing activities | (1,943,010) | 2,084,630 |
| Net cash generated from/(used in) financing activities | 1,541,049 | (1,964,451) |
| Net cash (outflow)/inflow | (340,389) | 160,331 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 50. SUBSIDIARIES (continued)
### BJCE Australia
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Current assets | 601,048 | 466,148 |
| Non-current assets | 2,270,126 | 2,357,341 |
| Current liabilities | 1,098,304 | 1,103,830 |
| Non-current liabilities | 515,912 | 489,798 |
| Revenue | 336,878 | 398,800 |
| Profit for the year | 33,129 | 52,865 |
| Other comprehensive income for the year | 43,430 | (158,568) |
| Total comprehensive income for the year | 76,559 | (105,703) |
| Dividends declared to non-controlling interests | – | – |
| Net cash generated from operating activities | 173,538 | 259,895 |
| Net cash generated from/(used in) investing activities | 93,781 | (15,221) |
| Net cash used in financing activities | (285,966) | (461,457) |
| Net outflow inflow | (18,647) | (216,783) |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 51. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY
### Statement of financial position
| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| **Non-current assets** | | |
| Property, plant and equipment | 869,378 | 934,342 |
| Intangible assets | 114,140 | 32,772 |
| Right-of-use assets | 37,953 | 38,710 |
| Investments in subsidiaries | 30,154,917 | 28,593,168 |
| Investments in associates | 2,732,208 | 1,613,201 |
| Loans to an associate | – | 38,000 |
| Investment in a joint venture | 83,916 | 63,718 |
| Loans to a joint venture | 70,000 | 70,000 |
| Loans to subsidiaries | 7,488,115 | 6,642,413 |
| Deferred tax assets | 32,118 | 36,092 |
| Value-add tax recoverable | 21,867 | 15,733 |
| Deposit paid for acquisition of property, plant and equipment | 98,092 | 754,980 |
| Other non-current assets | 126,950 | – |
| | 41,829,654 | 38,833,129 |
| | | |
| **Current assets** | | |
| Inventories | 2,306 | 3,501 |
| Trade and bills receivables | 1,359,903 | 311,304 |
| Other receivables, deposits and prepayments | 257,096 | 1,143,445 |
| Amounts due from related parties | 12,555 | 11,017 |
| Amounts due from subsidiaries | 21,804,305 | 17,537,272 |
| Value-added tax recoverable | 2,321 | 4,617 |
| Cash and cash equivalents | 3,374,946 | 2,018,171 |
| Restricted bank deposits-current | 277 | – |
| | 26,813,709 | 21,029,327 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 51. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY (continued)
### Statement of financial position (continued)
| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB’000** | **RMB’000** |
| **Current liabilities** | | |
| Trade and other payables | 567,790 | 136,222 |
| Amounts due to related parties | 23,658 | 6,626 |
| Amounts due to subsidiaries | 8,099,707 | 4,200,879 |
| Bank and other borrowings – due within one year | 10,181,299 | 5,575,063 |
| Short-term debentures | 5,522,327 | 5,532,001 |
| Medium-term notes | 94,243 | 1,114,482 |
| Corporate bonds | – | 613,432 |
| Lease liabilities | 8,447 | 8,466 |
| Income tax payable | 6,477 | 6,491 |
| | **24,503,948** | **17,193,662** |
| | | |
| **Net current assets** | **2,309,761** | **3,835,665** |
| | | |
| **Total assets less current liabilities** | **44,139,415** | **42,668,794** |
| | | |
| **Non-current liabilities** | | |
| Bank and other borrowings – due after one year | 1,584,931 | 4,011,643 |
| Medium-term notes | 8,993,349 | 6,993,538 |
| Deferred tax liabilities | 6,274 | 8,261 |
| Deferred income | 44,046 | 61,511 |
| Lease liabilities | 25,709 | 26,611 |
| | **10,654,309** | **11,101,564** |
| | | |
| **Net assets** | **33,485,106** | **31,567,230** |
| | | |
| **Capital and reserves** | | |
| Share capital | 8,244,508 | 8,244,508 |
| Reserves | 22,223,151 | 20,294,419 |
| Perpetual notes | 3,017,447 | 3,028,303 |
| | | |
| **Total equity** | **33,485,106** | **31,567,230** |
---
# Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
## 51. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY (continued)
### Movements on reserves
| Appropriations and utilisations | Capital reserve RMB’000 | Statutory surplus reserve RMB’000 | Other reserve RMB’000 | Retained profits RMB’000 | Total RMB’000 |
| :--- | :---: | :---: | :---: | :---: | :---: |
| At 1 January 2024 | 4,229,175 | 2,071,279 | 629 | 11,996,056 | 18,297,139 |
| Profit and total comprehensive income for the year | – | – | – | 3,154,362 | 3,154,362 |
| Repayment of perpetual notes | (4,500) | – | – | – | (4,500) |
| Appropriation to statutory surplus reserve | – | 325,653 | – | (325,653) | – |
| Dividend declared | – | – | – | (1,152,582) | (1,152,582) |
| Appropriations and utilisations of specific reserve | – | – | 441 | (441) | – |
| At 31 December 2024 | 4,224,675 | 2,396,932 | 1,070 | 13,671,742 | 20,294,419 |
| Profit and total comprehensive income for the year | – | – | – | 3,107,697 | 3,107,697 |
| Appropriation to statutory surplus reserve | – | 319,459 | – | (319,459) | – |
| Dividend declared | – | – | – | (1,178,965) | (1,178,965) |
| Appropriations and utilisations of specific reserve | – | – | 371 | (371) | – |
| At 31 December 2025 | 4,224,675 | 2,716,391 | 1,441 | 15,280,644 | 22,223,151 |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 52. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2025
Up to the date of issue of these financial statements, the IASB has issued a number of new or amended standards, which are not yet effective for the year ended 31 December 2025 and which have not been adopted in these financial statements. These developments include the following which may be relevant to the Group.
| | Effective for accounting periods beginning on or after |
| :--- | :--- |
| Amendments to IFRS 9, Financial instruments and IFRS 7, Financial instruments: disclosures - Contracts referencing nature-dependent electricity | 1 January 2026 |
| Amendments to IFRS 9, Financial instruments and IFRS 7, Financial instruments: disclosures - Amendments to the classification and measurement of financial instruments | 1 January 2026 |
| Annual improvements to IFRS Accounting Standards - Volume 11 | 1 January 2026 |
| IFRS 18, Presentation and disclosure in financial statements | 1 January 2027 |
| IFRS 19, Subsidiaries without public accountability: disclosures | 1 January 2027 |
| Amendments to IFRS 10, Consolidated financial statements and IAS 28, Investments in associates and joint ventures, “Sale or contribution of assets between an investor and its associate or joint venture” | To be determined |
---
# Notes to the Consolidated Financial Statements
### FOR THE YEAR ENDED 31 DECEMBER 2025
## 52. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
The Group is in the process of making an assessment of what the impact of these developments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements except for the following:
### IFRS 18, Presentation and disclosure in financial statements
IFRS 18 will replace IAS 1 Presentation of financial statements and aims to improve the transparency and comparability of information about an entity’s financial statements. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027 and is to be applied retrospectively.
Among other changes, under IFRS 18, entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to provide specific disclosures about management-defined performance measures in a single note in the financial statements.
The Group does not plan to early adopt IFRS 18 and is still in the process of assessing the impact of the adoption.
---
# Definitions
| Term | Definition |
| :--- | :--- |
| “Articles of Association” | articles of association of the Company |
| “BDHG” | 北京市熱力集團有限責任公司(Beijing District Heating (Group) Co., Ltd.) |
| “BEH” | 北京能源集團有限責任公司(Beijing Energy Holding Co., Ltd.) |
| “BEH Finance” | 京能集團財務有限公司(BEH Finance Co., Ltd.) |
| “Beijing Energy Investment” | 北京能源投資集團（香港）有限公司(Beijing Energy Investment Holding (Hong Kong) Co., Ltd.) |
| “Beijing Jingneng Leasing” | 北京京能融資租賃有限公司(Beijing Jingneng Financial Leasing Co., Ltd.) (formerly known as北京京能源深融資租賃有限公司 (Beijing Jingneng Yuanshen Finance Leasing Co., Ltd.)) |
| “Board of Directors” or “Board” | board of directors of the Company |
| “Board of Supervisors” | board of supervisors of the Company, dissolved on 18 June 2025 |
| “BSCOMC” | 北京國有資本運營管理有限公司 (Beijing State-owned Capital Operation Management Co., Ltd.) |
| “China” or “PRC” | the People’s Republic of China, but for the purposes of this annual report and for geographical reference only (unless otherwise indicated), excluding Taiwan, Macau and Hong Kong |
| “Company”, “our Company”, “JNCEC”, “we” or “us” | 北京京能清潔能源電力股份有限公司(Beijing Jingneng Clean Energy Co., Limited) |
| “Director(s)” | director(s) of the Company |
| “Group” | the Company and its subsidiaries |
| “H Shares” | overseas listed foreign invested ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange |
| “HK$” or “Hong Kong dollars” or “HK dollars” or “HKD” | Hong Kong dollars, the lawful currency for the time being of Hong Kong |
---
## Definitions
| | |
| :--- | :--- |
| “Hong Kong” or “HK” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Stock Exchange” or “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “IFRS Accounting Standards” | the IFRS Accounting Standards, which include standards and interpretations promulgated by the International Accounting Standards Board (IASB), and the International Accounting Standards (IAS) and interpretation issued by the International Accounting Standards Committee (IASC) |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Latest Practicable Date” | 22 April 2026, being the latest practicable date prior to the printing of this annual report for the purpose of ascertaining certain information contained herein |
| “PBOC” | 中國人民銀行 (People’s Bank of China) |
| “Renminbi” or “RMB” | the lawful currency of the PRC |
| “Reporting Period” | the year ended 31 December 2025 |
| “Securities and Futures Ordinance” or “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time |
| “SFC” | the Securities and Futures Commission of Hong Kong |
| “Shareholder(s)” | holder(s) of our Shares, including holders of H shares and holders of domestic shares of the Company |
| “Shares” | shares in the share capital of the Company, with a nominal value of RMB1.00 each |
| “Supervisor(s)” | the supervisor(s) of the Company, all ceased to hold office on 18 June 2025 |
| “Shenzhen Jingneng Leasing” | 深圳京能融資租賃有限公司(Shenzhen Jingneng Financial Leasing Co., Ltd.) |
---
# Corporate Information
| | |
| :--- | :--- |
| **Registered Name** | Beijing Jingneng Clean Energy Co., Limited |
| **Directors** | |
| Executive Directors | Mr. CHEN Dayu (*Chairman*)
Mr. LI Minghui (*General Manager*)
Mr. ZHANG Wei |
| Non-executive Directors | Mr. ZHOU Jianyu
Mr. GUO Yao
Ms. ZHANG Yi |
| Independent Non-executive Directors | Ms. ZHAO Jie
Mr. WANG Hongxin
Mr. QIN Haiyan
Ms. HU Zhiying |
| **Strategy and ESG Committee** | Mr. CHEN Dayu (*Chairman*)
Mr. ZHANG Wei
Mr. LI Minghui
Mr. QIN Haiyan |
| **Remuneration and Nomination Committee** | Ms. ZHAO Jie (*Chairman*)
Ms. ZHANG Yi
Mr. WANG Hongxin (appointed on 29 September 2025)
Ms. HU Zhiying (ceased on 29 September 2025) |
| **Audit Committee** | Ms. HU Zhiying (*Chairman*)
Mr. GUO Yao
Ms. ZHAO Jie |
| **Legal and Compliance Management Committee** | Mr. ZHOU Jianyu (*Chairman*)
Mr. LI Minghui
Ms. HU Zhiying (appointed on 29 September 2025)
Mr. WANG Hongxin (ceased on 29 September 2025) |
| **Supervisors** | Mr. SUN Li (ceased on 18 June 2025)
Mr. LIU Guoli (ceased on 18 June 2025)
Ms. QIN Yi (ceased on 18 June 2025) |
| **Joint Company Secretaries** | Mr. ZHANG Wei
Mr. CHUNG Ming Fai (appointed on 8 July 2025)
Mr. CHEUNG Kai Cheong Willie (resigned on 8 July 2025) |
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# Corporate Information
| | |
| :--- | :--- |
| **Authorized Representatives** | Mr. CHEN Dayu
7/8/9 Floor, No. 6 Xibahe Road,
Chaoyang District, Beijing, the People’s Republic of China (the “PRC”)
Mr. ZHANG Wei
7/8/9 Floor, No. 6 Xibahe Road,
Chaoyang District, Beijing, the PRC |
| **Registered Office** | Room 118, No. 1 Ziguang East Road,
Badaling Economic Development Zone,
Yanqing District, Beijing, the PRC |
| **Principal Place of Business in the PRC** | 7/8/9 Floor, No. 6 Xibahe Road,
Chaoyang District, Beijing, the PRC |
| **Principal Place of Business in Hong Kong** | 40/F, Dah Sing Financial Centre,
248 Queen’s Road East, Wanchai, Hong Kong |
| **Principal Bankers** | China Merchants Bank Co., Ltd.
(Dongzhimen Branch)
Floor 1, Tianheng Mansion,
No. 46 Dongzhimen Waidajie,
Dongcheng District, Beijing, the PRC
Bank of China Limited
(Beijing Economic and
Technological Development Zone Sub-Branch)
3 East Rongjing Street,
Daxing District, Beijing, the PRC
Agricultural Bank of China Limited
(Fengtai Branch)
No. 9, East Avenue Street,
Fengtai District, Beijing, the PRC
Industrial and Commercial Bank of China Limited
(Taoranting Branch)
1 Floor, Xinan Building,
Xicheng District, Beijing, the PRC |
| **International Auditor** | KPMG
Public Interest Entity Auditor registered in
accordance with the Accounting and
Financial Reporting Council Ordinance
Certified Public Accountants
8/F Prince’s Building
10 Chater Road, Central, Hong Kong |
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# Corporate Information
| | |
| :--- | :--- |
| Domestic Auditor | Baker Tilly International Certified Public Accountants (Special General Partnership)
Building 12A,
Foreign Cultural and Creative Garden,
19 Chegongzhuang West Road,
Haidian District, Beijing |
| Hong Kong Legal Advisors | Morgan, Lewis & Bockius
19th Floor, Edinburgh Tower
The Landmark, 15 Queen’s Road
Central, Hong Kong |
| PRC Legal Advisors | Beijing Tian Yuan Law Firm
Suite 509, Tower A,
Corporate Square,
35 Financial Street,
Xicheng District, Beijing, the PRC |
| H Share Registrar | Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong |
| Stock Code | 579 |
| Company’s Website | www.jncec.com |
| Listing Place | The Stock Exchange of Hong Kong Limited |