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28 September 2017 GREEN DRAGON GAS LTD. (“Green Dragon”, “GDG” or the “Company”) Interim Results for the Six Months Ended 30 June 2017 Financial highlights Revenue of US$12.9 million (H1 2016 - US$14.6 million) Gross revenue of US$7.2 /mcf (H1 2016 - US$7.3/mcf) Gross profit of US$6.9 million, a 24% increase (H1 2016 - US$5.6m) Gross profit of 53% of revenue, a 39% increase (H1 2016 - 38%) Net profit of US$1.8 million, a 161% increase (H1 2016 - –US$3.0 million) Investment in fixed assets of US$11.3 million (H1 2016 - US$5.8 million) Net assets of US$654 million (December 2016 - US$639 million) Total investments of both parties confirmed at US$ 941 million through 2014 year-end Estimated sales revenue from the Company’s interest in the CNOOC legacy wells has not been recorded until such time sales revenues and associated volumes is ascertained Operational highlights Concluded Memorandum of Understanding, and Supplementary Agreements on Shizhuang South (GSS) and North (GSN) with CNOOC GSS H1 2017 sales volume up 8% versus H1 2016 H1 2017 gross production capacity of 5.1 Bcf Approved Overall Development Plan (ODP) for Zaoyuan portion of GSS and Greka Chengzhuang Block (GCZ Block) GGZ Block exploration programme on track Of the 200 GDG operated wells, 130 wells are online with 104 connected to sales infrastructure Outlook Monetisation of vast acreage through development, production and sale of CBM gas Concluding Bond maturities Progress Hong Kong listing alongside London to deliver shareholder value Continue exploration activity at the GGZ Block and submit Block’s ODP in 2018 Launch GSS LiFaBriC drilling programme to further increase sales volumes

28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

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Page 1: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

28 September 2017

GREEN DRAGON GAS LTD.

(“Green Dragon”, “GDG” or the “Company”)

Interim Results for the Six Months Ended 30 June 2017 Financial highlights

Revenue of US$12.9 million (H1 2016 - US$14.6 million)

Gross revenue of US$7.2 /mcf (H1 2016 - US$7.3/mcf)

Gross profit of US$6.9 million, a 24% increase (H1 2016 - US$5.6m)

Gross profit of 53% of revenue, a 39% increase (H1 2016 - 38%)

Net profit of US$1.8 million, a 161% increase (H1 2016 - –US$3.0 million)

Investment in fixed assets of US$11.3 million (H1 2016 - US$5.8 million)

Net assets of US$654 million (December 2016 - US$639 million)

Total investments of both parties confirmed at US$ 941 million through 2014 year-end

Estimated sales revenue from the Company’s interest in the CNOOC legacy wells has not been

recorded until such time sales revenues and associated volumes is ascertained

Operational highlights

Concluded Memorandum of Understanding, and Supplementary Agreements on Shizhuang South (GSS) and North (GSN) with CNOOC

GSS H1 2017 sales volume up 8% versus H1 2016

H1 2017 gross production capacity of 5.1 Bcf

Approved Overall Development Plan (ODP) for Zaoyuan portion of GSS and Greka Chengzhuang Block (GCZ Block)

GGZ Block exploration programme on track

Of the 200 GDG operated wells, 130 wells are online with 104 connected to sales infrastructure

Outlook

Monetisation of vast acreage through development, production and sale of CBM gas

Concluding Bond maturities

Progress Hong Kong listing alongside London to deliver shareholder value

Continue exploration activity at the GGZ Block and submit Block’s ODP in 2018

Launch GSS LiFaBriC drilling programme to further increase sales volumes

Page 2: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented: “We are pleased to announce a positive set of results for the first half of 2017. It is the first time in almost a decade that we report as a pure upstream company. “GDG continued to focus on infrastructure development of our GSS Block, where we have seen a stable increase in gas sales volumes. The concluded Supplementary Agreements further simply and transparently conclude our carried interest benefits and joint account balances, which are a solid proxy for future tax free cash flows. “A disciplined cost reduction programme is demonstrative in the material gross profit and profit from operations improvement. The gross profit is an indicator of future potential value with the increase in gas sales volumes anticipated from the collaborative relationship with our Chinese partners CNPC & CNOOC. We have continued the diligent connection of wells to sales infrastructure and are pleased to now have 104 wells of the 200 drilled, including 56 LiFaBriC wells, connected and producing gas for sale from our drilled wells. Concurrently, 1,139 carried wells in GSS are in a continuous process of being connected to the main sales infrastructure. Total planned gas sales capacity at GSS is greater than 50 Bcf per year. “Conservative balance sheet has gearing at 22% with a net equity of US$654 million. We are now focused on the upcoming Bond maturities and concluding one of the four viable options. We expect to present our conclusions in the near term.” For further information on the Company and its activities, please refer to the website at www.greendragongas.com or contact: FTI Consulting Edward Westropp / Kim Camilleri / Elizabeth Burnham / Ntobeko Chidavaenzi Tel: +44 20 3727 1000 About Green Dragon Gas Green Dragon Gas is a leading independent gas producer with operations in China and is listed on the main market of the London Stock Exchange (LSE: GDG). The Company has 559Bcf of 2P reserves and 2,386Bcf of 3P reserves across eight production blocks covering over 7,566km² of license area in the Shanxi, Jiangxi, Anhui and Guizhou provinces. It holds six Production Sharing Agreements with strong, highly capitalised Chinese partners including CUCBM (CNOOC), CNPC and PetroChina, and has infrastructure in place to support multiple routes to monetise gas production.

Page 3: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Chairman Statement It is the first time in almost a decade that we report as a pure upstream company concluding the strategic transformation launched three years ago as an integrated unconventional gas developer. The simplicity of being an upstream company is further compounded with the profit potential realisation. Gross Profit margins exceed 50%, capital expenditure is negligible with 1,339 equity wells in our flagship GSS Block, and EBITDA is 50%. As the gas sales rise from the connections to the main constructed infrastructure, we expect the Company’s earning potential to be well demonstrated with these margins further improving. The concluded Supplementary Agreements further simply and transparently conclude our carried interest benefits and joint account balances which are a solid proxy for future tax free cash flows. The GSS US$ 941 million joint cost recovery account through 2014 yearend will be further increased by yearend results with the addition of an additional three years of activity, and provides a transparent value of the forecasted tax free cash flow. GCZ cost recovery account has been paid in full resulting in disbursement of the monthly cash flow between CNPC and GDG. A disciplined cost reduction programme is demonstrative in the material gross profit and profit from operations improvement. The gross profit is an indicator of future potential value with the increase in gas sales volumes anticipated with the collaborative relationship with our Chinese partners CNPC & CNOOC. We have continued the diligent connection of wells to sales infrastructure and are pleased to now have 104 wells of the 200 operated by GDG, including 56 LiFaBriC wells, connected and producing gas for sale from our drilled wells. Concurrently, 1,139 carried wells in GSS are in a continuous process of being connected to the main sales infrastructure. Total planned gas sales capacity at GSS is greater than 50 Bcf per year and we anticipate an acceleration to gas sales following the recent conclusion of the Supplementary Agreement. In addition to our own efforts, CNOOC now has 322 wells producing gas for sale and has continued to deploy capital in gathering and transmission infrastructure in accordance with its previously announced commitments. This infrastructure will be used jointly by the partners to transport gas to market, the completion and commissioning of further infrastructure is expected to increase the number of CNOOC producing wells in the GSS Block. We maintain a conservative balance sheet with gearing at 22% and a net equity of US$654 million at period end. We are now focused on the upcoming Bond maturities and concluding one of the four viable options. We expect to present our conclusions in the near term.

The Chinese gas market has seen some pressure on sales pricing with the reduction in the city-gate pricing announced by the NDRC. In addition, the average RMB to USD exchange rate has risen by 5% compared to the first half of 2016. The pricing pressure has been somewhat relieved by the increase in subsidy for CBM production from both Central and Local Government, which is at US$1.65/mcf. The continued and stable support of the Central Government together with its commitment to a clear and responsible energy policy for China’s future ensures confidence into the future, as we realise the material returns we have worked to develop over the past fifteen years. Echoing the Central Government’s commitment to China’s energy future we have made significant progress toward the Chinese Reserve Report (CRR) on our operated GGZ Block this year. The GGZ Block is located in Guizhou Province in Southern China, an area that currently sources the majority of its gas needs by pipeline from other areas. We are proud to be a leader with our partner PetroChina to provide domestic Guizhou resources for local consumption. There are currently eight wells on line, with seven showing commercial gas rates in the GGZ Block, covering five of the seven most prospective coal seams identified with four wells having exceeded the commerciality threshold under the requirements of the Ministry of Land Resources. The opportunity ahead for GDG is significant and one that we have worked tirelessly to create, secure and develop, with the priority of creating shareholder value. Underpinning the success is the relentless dedication

Page 4: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

and hard work from a core employee base who have diligently delivered material progress in Shanxi and Giuzhou. I would like to take this opportunity to express my sincere appreciation to them. I look forward to updating the shareholders on the enhanced cooperation with our partners CNOOC, CUCBM, CNPC and PetroChina which ought to facilitate the monetization of our material gas assets in the near term. Mr. Randeep S. Grewal Founder & Chairman

Page 5: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Condensed Consolidated Statement of Comprehensive Income

Six months ended 30 June 2017

Six months

ended 30

June 2017

Six months

ended 30

June 2016

Year ended

31 December

2016

Notes US$’000 US$’000 US$’000

Unaudited Unaudited Audited

Continuing operations

Revenue 3 12,953 14,686 29,143

Cost of sales (6,050) (9,110) (16,393)

Gross profit 6,903 5,576 12,750

Selling and distribution costs - - -

Administrative expenses (2,400) (2,250) (6,805)

Profit from operations 4,503 3,326 5,945

Finance income 4 4,999 1,724 2,058

Finance costs (7,435) (8,053) (16,871)

Profit/(loss) before income tax 2,067 (3,003) (8,868)

Income tax (charge)/credit (245) 21 50

Profit/(loss) for the period from continuing

operations

1,822

(2,982)

(8,818)

Discontinued operations

Loss for the period from discontinued

operations

5

(1,421)

(1,568)

(3,234)

Profit/(loss) for the period attributable to

owners of the company

401

(4,550)

(12,052)

Other comprehensive expense, net of tax:

Items that may be reclassified to profit or

loss:

Exchange differences arising on

translating foreign operations

14,543

(15,666)

(40,963)

Total comprehensive income/(expense)

for the period attributable to owners of

the company

14,944

(20,216)

(53,015)

Basic and diluted earnings/(loss) per share

from continuing operations (US$)

6 0.012 (0.019) (0.056)

Basic and diluted earnings/(loss) per share

from discontinued operations (US$)

6 (0.009) (0.010) (0.021)

Basic and diluted earnings/(loss) per share

(US$)

6 0.003 (0.029) (0.077)

Page 6: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Condensed Consolidated Statement of Financial Position At 30 June 2017

As at

30 June 2017

As at 31

December 2016

Notes US$’000 US$’000

Unaudited Audited

Assets

Non-current assets

Property, plant and equipment 8 270,599 272,583

Gas exploration and appraisal assets 9 1,066,233 1,034,117

Other intangible assets - 2,210

Long term prepaid expenses - 192

Deferred tax asset 2,134 2,079

1,338,966 1,311,181

Current assets

Inventories - 94

Trade and other receivables 10 22,350 22,911

Restricted cash 1,500 2,000

Cash and cash equivalents 773 7,324

24,623 32,329

Assets of disposal group classified as held-

for-sale

5

12,001

-

36,624 32,329

Total assets 1,375,590 1,343,510

Page 7: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

As at

30 June 2017

As at 31

December 2016

Notes US$’000 US$’000

Unaudited Audited

Liabilities

Current liabilities

Trade and other payables 11 13,881 13,883

Convertible notes 12 49,414 47,347

Bonds 13 89,760 88,795

Current tax liabilities 82 -

153,137 150,025

Liabilities of disposal group classified as

held-for-sale

5

1,866

-

155,003 150,025

Non-current liabilities

Convertible notes 12 - -

Bonds 13 - -

Cost recovery provision 18 415,990 401,702

Deferred tax liability 19 147,518 144,831

Share buyback option liability 12 3,107 7,924

566,615 554,457

Total liabilities 721,618 704,482

Total net assets 653,972 639,028

Capital and reserves

Share capital 15 16 16

Share premium 15 808,981 808,981

Share redemption reserve 15 (8,255) (8,255)

Convertible note equity reserve 15 2,851 2,851

Share-based payment reserve 15 - -

Foreign exchange reserve 15 (4,404) (18,947)

Retained deficit 15 (145,217) (145,618)

Total equity attributable to owners of the

parent

653,972 639,028

Total equity 653,972 639,028

Page 8: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Condensed Consolidated Statement of Changes in Equity Six months ended 30 June 2017

Share capital

Share premium

Share buyback

option reserve

Convertible note equity

reserve

Share based payment

reserve

Foreign exchange

reserve Retained

deficit Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000

At 1 January 2016 16 808,981 - 3,756 12,743 22,016 (150,065) 697,447 Loss for the period - - - - - - (4,550) (4,550)

Exchange differences on translating foreign operations

-

-

-

-

-

(15,666)

-

(15,666) Total comprehensive expense for the period

-

-

-

-

-

(15,666)

(4,550)

(20,216)

Transfer to retained deficit - - - - (12,743) - 12,743 - At 30 June 2016 (unaudited) 16 808,981

- 3,756 - 6,350 (141,872) 677,231

At 1 January 2017 16 808,981 (8,255) 2,851 - (18,947) (145,618) 639,028

Profit for the period - - - - - - 401 401 Exchange differences on translating foreign operations

-

-

-

-

-

14,543

-

14,543 Total comprehensive income for the period

-

-

-

-

-

14,543

401

14,944

Transfer to retained deficit - - - - - - - - At 30 June 2017 (unaudited) 16 808,981

(8,255) 2,851 - (4,404) (145,217) 653,972

Page 9: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Condensed Consolidated Statement of Cash Flows Six months ended 30 June 2017 Six months

ended 30 June 2017

Six months ended 30

June 2016

Year ended 31 December

2016 US$’000 US$’000 US$’000 Notes Unaudited Unaudited Audited Cash flows used in continuing operating activities

Profit/(loss) after tax 1,822 (2,982) (8,818)

Adjustments for:

Depreciation 1,670 2,720 3,412

Amortisation of intangible assets - - -

Loss on disposal of plant, properties and equipment

-

-

-

Other income and finance income (4,999) (15) (347)

Finance costs 7,435 8,283 16,355

Accelerated finance charge - - 516

Taxation 245 (21) (50)

Cash generated from operating activities before changes in working capital

6,173

7,985

11,068 Movement in inventory - - -

Movement in trade and other receivables (3,679) 892 (693)

Movement in trade and other payables 2,568 23 (1,625)

Net cash generated from operations 5,062 8,900 8,750

Income tax - - -

Net cash generated from continuing operating activities

5,062

8,900

8,750

Net cash used in discontinued operating activities

(1,870)

(1,222)

(261)

Net cash generated from operating activities

3,192

7,678

8,489

Page 10: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Six months

ended 30

June 2017

Six months

ended 30

June2016

Year ended

31 December

2016

US$’000 US$’000 US$’000

Notes Unaudited Unaudited Audited

Investing activities

Payments for purchase of property,

plant and equipment

(29)

-

(2,002)

Proceed from disposal of property, plant

and equipment

-

-

-

Payments for intangible assets - - -

Payments for long-term prepaid

expenses

- - -

Share of GCZ property, plant and

equipment purchases

-

-

-

Payments for exploration activities (6,565) (5,579) (10,468)

Interest received 2 15 16

Refund of deposit received from

PetroChina

500

-

-

Net cash used in continuing

investing activities

(6,092)

(5,564)

(12,454)

Net cash used in discontinued

investing activities

(77)

(222)

(1,950)

Net cash used in

investing activities

(6,169)

(5,786)

(14,404)

Financing activities

Interest paid (4,400) (6,150) (12,300)

Net cash used in continuing

financing activities

(4,400)

(6,150)

(12,300)

Net cash used in discontinued

financing activities

-

-

-

Net cash used in

financing activities

(4,400)

(6,150)

(12,300)

Net decrease in cash

and cash equivalents

(7,377)

(4,258)

(18,215)

Cash and cash equivalents

at beginning of period

7,324

26,866

26,866

(53) 22,608 8,651

Effect of foreign exchange rate changes 826 (5,466) (1,327)

Cash and cash equivalents

at the end of period

773

17,142

7,324

Page 11: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Notes to Condensed Interim Financial Statements 1 GENERAL INFORMATION The condensed financial information for the six months ended 30 June 2017 and 30 June 2016 is unaudited and does not constitute a set of statutory financial statements. The consolidated unaudited interim financial information set out in this report represents the consolidated financial statements of Green Dragon Gas Ltd. and its subsidiary companies (together referred to as the ‘Group’). The condensed consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The comparative financial information for the full year ended 31 December 2016 presented here is not the Group’s full annual accounts for that period but has been derived from the annual financial statements for that period. The auditors’ report on those accounts was unqualified and includes reference to a matter to which the auditors drew attention by way of emphasis on the Group’s ability to continue as a going concern without qualifying their report. 2 ACCOUNTING POLICIES The interim results, which are unaudited, have been prepared in accordance with the requirements of International Accounting Standard 34. This condensed interim report does not include all the notes of the type normally included in an annual financial report. This condensed report is to be read in conjunction with the Annual Report for the year ended 31 December 2016, and any public announcements made by the Group during the interim reporting period. The annual financial report for the year ended 31 December 2016 was prepared in accordance with IFRS and the accounting policies applied in this condensed interim report are consistent with the polices applied in the annual financial report for the year ended 31 December 2016 unless otherwise noted. Basis of preparation and going concern Going Concern These interim unaudited consolidated financial statements have been prepared on the going concern basis. Included in current liabilities as at 30 June 2017 are two specific instruments; - The Company has a $50.0 million convertible loan note which is due for repayment on 31 December 2020. On 23 June 2017 an extension to the note holder’s one-time early redemption option was agreed with the note holder such that at any time up to 27 October 2017, the note holder could require the Company to repay the whole amount of the loan note immediately. The option to require early repayment is at the note holder’s sole discretion. - The Company has an $88.0 million bond which is due for repayment on 20 November 2017. The bond contains a number of financial covenants that are measured by reference to EBITDA and calculated at each reporting date. As announced on 5 June 2017, the Bondholder waived the covenants up to 30 June 2017. In considering the appropriateness of the going concern basis the Board gave consideration to the following; - The Company is confident that the $50.0 million note holder will continue to support the

Page 12: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Company as it acts to refinance the bond, such that the note holder will not be motivated to act on their early redemption option available to 27 October 2017. - The Company is currently actively engaged with a number of banks in order to re-finance the $88.0 bond and to provide further funding to support future development. The Company has received draft term sheets from banks indicating that they are willing to progress lending to the Company. The Company expects that the banks will complete their appropriate due diligence steps and confirm financing in before the loans are due to be repaid. - The Company has no significant contractual cash flow obligations in relation to the planned development of the Company’s CBM assets, having flexibility over when to commit to further development capital. - The Company is currently actively managing its operating liabilities prior to the expected refinancing. Based on conversations with creditors, the Company expects to be able to defer payments to creditors until after additional financing has been raised. However, as at the date of this report, there were no binding re-financing agreements in place and therefore there can be no certainty that re-financing will be successful. Notwithstanding the confidence that the Board has, the Directors conclude that at this time there is material uncertainty that such finance can be procured and failure to do so might cast significant doubt upon the Group’s ability to continue as a going concern and that the Group may therefore be unable to realise their assets and discharge their liabilities in the normal course of business. These Financial Statements do not include the adjustments that would result if the Group was unable to continue as a going concern. The interim financial statements are presented in United States Dollars and all values are rounded to the nearest thousand dollars (US$’000) except when otherwise indicated. The consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) together with joint operations over which the Group has joint control. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. 3 REVENUE AND SEGMENTAL INFORMATION The Group’s reportable segments are as set out below. The operating results of each of these segments are regularly reviewed by the Group's chief operating decision-makers in order to make decisions about the allocation of resources and assess their performance. During the period revenue of US$6,093,000 (30 June 2016: US$9,031,000; 31 December 2016: US$9,923,000) was recognised by the Sale of CBM gas segment in respect of 1 (30 June 2016: 1; 31 December 2016: 1) customer representing 10% or more of the Group’s total revenue for the period. Gas was sold by the upstream segment to the downstream segment at the rate of US$9.8/mcf (30 June 2016: US$10.3/mcf; 31 December 2016: US$10.1/mcf). The average RMB/USD exchange rate for the period is 5% higher compared to the equivalent period in the prior year. The average RMB/USD exchange rate for the period ended 30 June 2017, and used for translating income statement RMB transactions for the purposes of this financial information was 6.8610 as compared to 6.5557 in the equivalent period of the prior year.

Page 13: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

For the period ended 30 June 2017 (unaudited)

Sale of CBM gas

Retail gas station sales

(discontinued operations) Corporate Sub-total Eliminations Consolidated

US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Segment revenue:

Sales to external customers 5,063 5,364 - 10,427 - 10,427

Inter-segment sales 6,694 - - 6,694 (6,694) - Government subsidies 2,526 - - 2,526 - 2,526

14,283 5,364 - 19,647 (6,694) 12,953

Depreciation (1,648) (278) (22) (1,948) - (1,948)

Amortisation - (356) - (356) - (356)

Profit/(loss) from

operations 7,404 (3,329) (1,571) 2,504 - 2,504 Other income and

finance income 179 3 4,820 5,002 - 5,002 Finance costs (3) 230 (7,432) (7,205) - (7,205) Income tax credit (245) 345 - 100 - 100

Profit/(loss) for the period 7,335 (2,751) (4,183) 401 - 401

Assets 1,425,236 44,744 757,902 2,227,882 (852,292) 1,375,590

Liabilities 899,000 71,078 543,410 1,513,488 (791,870) 721,618

For the period ended 30 June 2016 (unaudited)

Sale of

CBM gas

Retail gas station

sales Corporate Sub-total Eliminations Consolidated

US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Segment revenue:

Sales to external customers 9,031 3,033 - 12,064 - 12,064

Inter-segment sales 926 - - 926 (926) - Government subsidies 2,622 - - 2,622 - 2,622

12,579 3,033 - 15,612 (926) 14,686

Depreciation (2,709) (318) (11) (3,038) - (3,038)

Amortisation - (356) - (356) - (356)

Page 14: 28 September 2017 GREEN DRAGON GAS LTD. Interim Results .../media/Files/G/Green-Dragon-Gas/reports-presenta… · Mr. Randeep S. Grewal, Founder and Chairman of Green Dragon, commented:

Profit/(loss)from operations 6,779 (3,146) (1,841) 1,792 - 1,792

Other income and finance income 1,699 2 25 1,726 - 1,726 Finance costs 3 115 (8,286) (8,168) - (8,168) Income tax credit 21 79 - 100 - 100

Profit/(loss) for the period 8,502 (2,950) (10,102) (4,550) - (4,550)

Assets 1,417,483 30,697 753,839 2,202,019 (857,512) 1,344,507

Liabilities 727,099 30,491 526,448 1,284,038 (616,762) 667,276

For the year ended 31 December 2016 (audited)

Sale of

CBM gas

Retail gas station

sales Corporate Sub-total Eliminations Consolidated

US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Segment revenue:

Sales to external Customers 9,923 12,725 - 22,648 - 22,648 Inter-segment sales 12,395 - - 12,395 (12,395) - Government subsidies 6,495 - - 6,495 - 6,495

28,813 12,725 - 41,538 (12,395) 29,143

Depreciation

(3,390)

(1,742)

(22)

(5,154)

-

(5,154)

Amortisation

-

(723)

-

(723)

-

(723)

Profit/(loss) from Operations 16,428 (6,889) (4,956) 4,583 - 4,583 Other income and

finance income 1 9 346 356 - 356 Finance costs 8 (336) (16,879) (17,207) - (17,207) Income tax credit 50 166 - 216 - 216

Profit/(loss) for the year

16,487

(7,050)

(21,489)

(12,052)

-

(12,052)

Assets 1,413,005 37,637 759,973 2,210,615 (867,105) 1,343,510

Liabilities 897,022 61,382 535,390 1,493,794 (789,312) 704,482

These financial statements do not include the Group’s share of CNOOC GSN transactions or operated GSS 1,388 wells’ revenue, associated costs and resulting margins. During 2016 CNOOC commissioned two additional gas gathering and sales stations in GSS. The sales revenues and volumes associated with the CNOOC operated areas of GSS and GSN will be reported in due course as they are currently being audited by independent auditors. Under the Framework Agreement, while the Company will record its share of revenue, costs and resulting margins, the resulting cash flow will be offset with the cost recovery account. The Group has not recorded any estimated sales revenue from its interest in

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the CNOOC legacy wells until such time as the independent audit of sales revenues and associated volumes is concluded. 4 OTHER INCOME AND FINANCE INCOME

Six months

ended 30 June 2017

Six months ended 30

June 2016

Year ended

31 December 2016

US$’000 US$’000 US$’000

Unaudited Unaudited Audited

Value added tax refund 175 1,699 1,711 Revaluation of share buyback option

4,817

-

331

Others 7 25 16

4,999

1,724

2,058

5 NON-CURRENT ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATION The assets and liabilities related to Greka Gas Distribution Ltd, a 100% wholly-owned subsidiary of the Company, have been presented as held for sale following the announcement made to sell Greka Gas Distribution Ltd in the PRC. The management expects Greka Gas Distribution Ltd will be sold within the next 12 months.

(a) Assets of disposal group classified as held-for-sale As at 30 June 2017 US$’000

Unaudited

Property, plant and equipment 5,510 Other intangible assets 1,505 Long term prepaid expenses 859 Deferred tax asset 15 Inventories 93 Trade and other receivables 4,019

12,001

(b) Liabilities of disposal group classified as held-for-sale

As at 30 June 2017 US$’000

Unaudited

Trade and other payables 1,843 Current tax liabilities (351) Deferred tax liabilities 374

1,866

(c) Analysis of the results of discontinued operations is as follows:

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Six months

ended 30 June 2017

Six months ended 30

June 2016

Year ended

31 December 2016

US$’000 US$’000 US$’000

Unaudited Unaudited Audited

Loss after tax of discontinued operations attributable to owners of the company

(1,421) (1,568)

(3,234)

6 EARNINGS AND (LOSS) PER SHARE The calculation of basic and diluted profit/(loss) per share attributable to the owners of the Company is based on the following data:

Six months ended

30 June 2017

Six months ended

30 June 2016

Year ended 31 December

2016 US$’000 US$’000 US$’000 Unaudited Unaudited Audited

Profit/(loss) for the period attributable to the owners of the Company used in basic and diluted earnings/(loss) per share from: continuing operations 1,822 (2,982) (8,818)

discontinued operations (1,421) (1,568) (3,234)

continuing and discontinued operations 401 (4,550) (12,052)

Weighted average number of ordinary shares for the basic and diluted loss/earnings per share 156,072,289 156,072,289 156,072,289

Profit/(loss) per share is based on the loss attributable to ordinary equity holders of the Company of divided by the weighted average of ordinary shares in issue during the corresponding period. No separate calculation of diluted profit/(loss) per share has been presented as, at the date of this financial information, no options, warrants or other instruments that could have a dilutive effect on the share capital of the Company were outstanding. 7 DIVIDENDS The directors do not recommend the payment of an interim dividend during the period ended 30 June 2017 and year ended 31 December 2016.

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8 PROPERTY, PLANT AND EQUIPMENT

Gas assets

Building

and structures

Construction

in progress

Motor

vehicles

Fixtures, fittings and equipment

Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2016 282,858 1,041 2,110 2,084 4,726 292,819 Additions 2,002 246 266 1,904 291 4,709

Share of CUCBM additions

19,861

-

-

-

-

19,861 Disposals - - (748) (66) - (814) Exchange differences (18,852) (67) (135) (120) (266) (19,440)

At 31 December 2016 285,869 1,220 1,493 3,802 4,751 297,135 Additions - 10 35 29 35 109 Share of CUCBM additions 2,934 - - - - 2,934 Disposals - - - - - - Transferred to disposal group classified as held for sale (note 5) - (1,248) (1,550) (3,200) (3,870) (9,868) Exchange differences 2,626 18 22 53 62 2,781

At 30 June 2017 291,429 - - 684 978 293,091

Depreciation At 1 January 2016 17,609 447 - 868 1,899 20,823 Provided for the year 3,365 144 - 1,364 281 5,154 Disposals - - - (62) - (62) Exchange differences (1,203) (12) - (42) (106) (1,363)

At 31 December 2016 19,771 579 - 2,128 2,074 24,552 Provided for the period 1,622 26 - 169 131 1,948 Disposals - - - - - - Transferred to disposal group classified as held for sale (note 5) - (610) - (1,913) (1,835) (4,358) Exchange differences 289 5 - 29 27 350

At 30 June 2017 21,682 - - 413 397 22,492

Net book value At 30 June 2017 269,747 - - 271 581 270,599

At 31 December 2016 266,098 641 1,493 1,674 2,677 272,583

9 GAS EXPLORATION AND APPRAISAL ASSETS Cost US$’000 At 1 January 2016 1,043,859 Additions 4,076

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Capitalisation of internal costs 6,392 Share of gas exploration and appraisal assets from CUCBM

37,215

Exchange differences (57,425)

At 31 December 2016 (audited)

1,034,117

Additions 8,945 Capitalisation of internal costs 2,261 Share of gas exploration and appraisal assets from CUCBM

2,981

Exchange differences 17,929

At 30 June 2017 (unaudited)

1,066,233

10 TRADE AND OTHER RECEIVABLES

As at

30 June 2017

As at 31 December

2016 US$’000 US$’000

Unaudited Audited

Trade receivables 3,616 3,227 Prepayments 623 2,446 Other receivables 6,703 6,321 Amount due from related parties 11,408 10,917

22,350 22,911

11 TRADE AND OTHER PAYABLES

As at

30 June 2017

As at 31 December

2016 US$’000 US$’000

Unaudited Audited

Trade payables 6,338 6,640 Other payables 4,145 6,325 Amounts due to related parties 3,398 918

13,881 13,883

12 CONVERTIBLE NOTES

As at

30 June 2017

As at 31 December

2016 US$’000 US$’000

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Unaudited Audited

Brought forward from prior year 47,347 48,398 Accrued interest 2,067 4,784 Amendment of convertible notes - (2,851) Accelerated finance charge - 516 Interest payment - (3,500)

49,414 47,347

As at 30 June 2017, the Company had one (31 December 2016: one) convertible note in issue.

Convertible loan note issued 2014

(a) US$50 million 7% coupon convertible note due 2017

On 2 June 2014 (“Issue Date”), the Company issued a three-year convertible note having a face value of US$50,000,000 with a maturity date of 1 June 2017 (“Maturity Date”). The note bears interest at 7% per annum, payable on a semi-annual basis. At the Maturity Date, the total sum of 100% of the outstanding principal amount of the convertible note and the accrued interest shall become payable, unless previously converted or redeemed. The convertible note can be converted into ordinary shares of the Company at the note holder’s option at any time prior to the Maturity Date at US$9.34 per share.

Convertible note amendment

(b) US$50 million 10% coupon convertible note due 2020 In December 2016, the Company reached agreement with the note holder to extend the maturity of the US$50 million convertible note entered into in June 2014. Under the agreement, the note remains unsecured, has a revised coupon of 10% and a maturity date extended to 31 December 2020. The Company issued an option for the note holder to require (one-time) early repayment on the original maturity date, the option being exercisable at the discretion of the note holder by 28 April 2017. The conversion price of the note was amended to US$2.83 per share representing a 25% premium over the 13 December 2016 closing price. During the period, the Company reached agreement with the note holder to extend the period during which the put option is exercisable to 27 October 2017. At final maturity of the note, the note holder has the right to require the Company to purchase all of its share holdings up to a maximum limit of 10,775,578 shares or 6.69% of the entire issued share capital of the Company at a price based on the 90 day VWAP calculated as of 31 December 2020 and to be settled prior to 30 April 2021. See the share buyback option liability below.

(c) Accounting for convertible notes On initial recognition, the fair value of the liability component of the convertible loan note was determined using the prevailing market interest rate of similar debts without conversion option and early redemption options. For the note issued during 2014, the rate

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considered to be comparable was 10%. The loan note is subsequently carried at amortised cost. The equity element arising from the conversion option of their convertible notes, being the residual value at initial recognition, is presented in the equity heading “convertible note equity reserve”. On the amendment made of the convertible note in December 2016, the original financial liability was extinguished and the convertible reserve was transferred to retained earnings through reserves. The fair value of the liability component of the amended convertible loan was determined using the prevailing market interest rate of similar debts without conversion option and early redemption options. The rate considered to be comparable was 12%. The loan note is subsequently carried at amortised cost. The equity element arising from the conversion option of the convertible notes, being the residual value at initial recognition, is presented in the equity heading “convertible note equity reserve”. The terms of the convertible note include a clause whereby if another loan held by the Company becomes in default then the convertible note would also be in default. At 31 December 2016, no other loans were in default but there was a breach of covenants on the Company’s public corporate bond, waiver of which was subsequently obtained during the period (see note 13).

Share buyback option liability

As at 30 June

2017

As at 31 December

2016 US$’000 US$’000

Unaudited Audited

Brought forward from prior year 7,924 - Issue of share buyback option - 8,255 Revaluation of share buyback option

(4,817)

(371)

3,107 7,924

13 BONDS AND DERIVATIVE FINANCIAL INSTRUMENT On 8 December 2014, Green Dragon Gas issued a public corporate bond (the “Bond”) in the amount of US$88,000,000. The bond was issued at a discount of 2.5% and is senior secured three-year paper due on 20 November 2017. The Bond carries a 10% coupon payable semi-annually and also carries a redemption premium of 2% at maturity. The Bond is secured by a pledge over the shares of Greka Gas China, a wholly-owned subsidiary of Green Dragon Gas. The bond was initially recorded at fair value and is subsequently carried at amortised cost. Issue fees of US$1,893,000 were offset against the principal amount of the bond and will be amortised as part of the effective interest rate charge to the maturity date. The redemption premium is amortised as part of the effective interest rate charge to the maturity date. The following table summarises the movements in the bond:

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As at 30 June

2017

As at 31 December

2016 US$’000 US$’000

Unaudited Audited

Brought forward from prior year 88,795 86,807 Accrued interest 5,365 10,788 Interest payment (4,400) (8,800)

89,760 88,795

As disclosed in the Company’s 2016 annual report, due to the non-inclusion of CUCBM’s revenue and related costs, the Company’s 2015 financial statements failed to meet two of the bonds’ financial covenants. On 31 May 2017, the Company has obtained a waiver for the reporting period ended on 31 December 2016 and 30 June 2017 from the bond holders for this non-compliance. 14 PROVISIONS Details regarding the provision, along with movements in the year have been disclosed in Note 17. At 30 June 2017, US$367,495,000 (31 December 2016: US$388,702,000) represents the value of future production related to the enhanced cost recovery from the ring-fenced CUCBM legacy wells that the Group has agreed in the Framework Agreement with CUCBM will be used to satisfy the Group’s proportionate share of investment made by CUCBM in GSS. The balance will be paid in kind from future production. There is no constructive or substantive obligation on the Group to repay these amounts in cash should future production from the ring-fenced legacy wells be insufficient to recover the balance. No discounting has been applied to the provision as it bears interest at 9.0%. The cost recovery provision also includes US$13,000,000 (2016: US$13,000,000) in respect of exploration costs incurred by CUCBM prior to the PSC period. The Group has an option to increase its participating interest in the GSS Block from its current 60% to 70% by investing two installments of US$6,500,000, one prior to 31 December 2017, and the second prior to 31 December 2018. The amount is unsecured and does not bear interest. Discounting is considered to be immaterial. 15 SHARE CAPITAL AND RESERVES

Authorised Issued and fully paid Number Number of shares US$ of shares US$ At 1 January 2016, 31 December 2016 and 30 June 2017 ordinary shares of US$0.0001 each 500,000,000 50,000 156,072,289 15,607

Nature and purpose of reserves (i) Share premium The amount relates to subscription for or issue of shares in excess of nominal value. The application

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of the share premium account is governed by the Companies Law of the Cayman Islands. (ii) Share redemption reserve The amount represents the initial value of the liability in respect of the option the company has granted to buy back shares. (iii) Convertible note equity reserve The amount represents the value of the unexercised equity component of the convertible note issued by the Company recognised in accordance with the Group’s accounting policy. (iv) Share based payment reserve The amount relates to the fair value of the share options that have been expensed through the income statement less amounts, if any, that have been transferred to the retained earnings/deficit upon exercise. (v) Foreign exchange reserve The amount represents gains/losses arising from the translation of the financial statements of foreign operation the functional currency of which is different from the presentation currency of the Group. (vi) Retained deficit The amount represents cumulative net gains and losses recognised in consolidated profit or loss less any amounts reflected directly in other reserves. 16 RELATED PARTY TRANSACTIONS Save as disclosed in notes 10, 11, 13 and 18, there were no other related party transactions that are required to be disclosed. Transactions between the company and its subsidiary undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The related party transactions of the Group during the period include the following

Amounts due from related parties of US$11,408,000 (31 December 2016: US$10,917,000)

and amounts due to related parties of US$3,398,000 (31 December 2016: US$918,000) are

companies that are subsidiaries of Greka Drilling Ltd. and Greka Engineering & Technology

Ltd. which are companies under common control. The Group has contracts with both

companies regarding drilling services and gas processing respectively. All amounts due from

related parties are unsecured, interest free and repayable on demand.

Amounts due from CNPC of US$3,365,000 (31 December 2016: Amounts due from CNPC of

US$1,487,000), which is a party to the production sharing contracts on the activities of

exploration, development and production of coal bed methane, in respect of exploration

costs incurred. The balance is unsecured and interest-free.

Amounts due to CUCBM under the Framework Agreement. These are detailed in note 17.

Drilling costs of US$626,000 (31 December 2016: US$3,300,000) on services provided by

wholly-owned subsidiaries of Greka Drilling Limited.

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Incurred infrastructure services costs of US$3,222,000 (31 December 2016: US$5,790,000)

from wholly-owned subsidiaries of Greka Engineering and Technology Limited.

Sold gas of US$799,000 (31 December 2016: US$1,158,000) to a wholly-owned subsidiary of

Greka Engineering and Technology Limited for power generation.

17 EVENTS AFTER REPORTING DATE Other than the matters noted in the basis of preparation and going concern paragraph in note 2 to the financial information, and the signing of Memorandum of Understanding and Supplementary Agreements with CUCBM in note 18 to the financial information, there were no other significant events occurring after 30 June 2017 up to the date of the Group’s interim report for the period ended 30 June 2017 that is required to be disclosed. 18 JOINT ARRANGEMENTS The Group currently operates under six (2016: six) production sharing contracts (“PSCs”) for the exploration and development of CBM gas in the PRC. Background On 8 January 2003, the Group entered into four PSCs with CUCBM to explore, develop and produce coal bed methane in five blocks comprising Shizhuang South (“GSS”), Chengzhuang (“GCZ”), Shizhuang North (“GSN”), Qinyuan (“GQY”) and Panxie East (“GPX”). GSS, GCZ, GSN and GQY are located in Shanxi Province with PanxieEast located in Anhui Province. In 2003 the Group also obtained the rights as foreign contractor related to the Fengcheng (“GFC”) PSC. This PSC, dated 13 August 1999, was originally entered between Saba Petroleum Inc. as foreign contractor and CUCBM. Saba Petroleum Inc. was a related company of the Group by way of the common controlling shareholder, Mr. Randeep S. Grewal. The GFC block is located in Jiangxi Province. Under the terms of these five PSCs the Group, as operator, agreed to provide funds and apply its technology and managerial experience and to cooperate with CUCBM to explore, develop and produce coal bed methane from the license areas. CUCBM as a state-owned enterprise is eligible to apply for the exclusive rights for the exploitation of coal bed methane in the areas as defined in the contracts. The PSCs provide that all costs incurred in the exploration stage shall be borne by the Group. The terms of the PSCs require the Group to cooperate with the state partner to submit the Overall Development Plan to the relevant authorities. Upon approval of the ODP by the Chinese authorities, the PSC operations are determined to have entered the development stage. However, as detailed in Note 2in circumstances when the approval of ODP is delayed other factors, including the substantive nature of operations and cash generation, may be considered to determine whether the development stage has been reached regardless of formal ODP approval. Where it is determined that an asset is in the development stage based on facts and circumstances then the associated investment balance is reclassified from the exploration and appraisal category to the property, plant and equipment category of fixed assets. The responsibility for procuring approval of the ODP lies with the State partner. Once formally in the development stage the cost sharing mechanisms within the PSCs become effective and development and operating costs are borne by the partners in accordance with their respective equity interests in the relevant PSCs. Once

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production commences the cost recovery mechanism within the PSCs provides that the proceeds of production output (after deduction of value-added tax and any royalty payable to the Chinese tax authority) are allocated as follows:

firstly towards operating costs recovery in the proportion above mentioned (the “Sharing

Proportion”);

secondly to exploration cost recovery; and

thirdly to development cost recovery (including deemed interest as appropriate).

Any unallocated revenue after cost recovery is allocated to the partners in accordance with their equity participation in the PSC after calculating a final royalty payable to the Chinese Authorities. The final royalty is based on a sliding scale from 0% to the maximum payable of 15% and calculated over total block production. The five PSCs each have a term of 30 years, with a production period of not more than 20 consecutive years commencing on a date determined by the Joint Management Committee but aligned with the approval date of ODP. The JMC is established in accordance with the PSC between the Group and CUCBM to oversee the operations in the contracted area. Currently all the six blocks covered by these five production sharing contracts are formally in the exploration stage based on the Chinese requirement for ODP approval before transition to development. In 2015 the assets associated with area 4 within the GSS block were reclassified as property, plant and equipment due to the substantive nature of the production operations and associated cash generation from this area. PSCs held with PetroChina (CNPC) Chengzhuang block (“GCZ”) In August 2014, the Group finalised and signed the Cooperation Agreement with PetroChina in respect of the GCZ block in accordance with a memorandum of understanding previously entered in December 2013. GCZlies within the GSS licence area and prior to the Cooperation Agreement was governed by the GSS PSC. The Cooperation Agreement reaffirms the rights of the Group contained in the PSC over the GCZ block. The Cooperation Agreement confirms the Group’s 47% participating interest in the block and defines the term of the agreement as running from March 2010 to March 2033. The Cooperation Agreement confirmed the Group’s contribution to cumulative capital expenditure and its share of net revenue. The Cooperation Agreement also confirmed the Group’s entitlement to its share of the downstream infrastructure assets in place, including the gas gathering station, together with the Group’s funding obligation for those assets. The Group recorded US$10,900,000 within property, plant and equipment in respect of its 47% share in these assets in 2014 based on the final agreement of the costs associated with the downstream infrastructure. The Group also elected to settle its obligation for all historic amounts due to PetroChina through its share of future production. In 2015 PetroChina achieved cost recovery in respect of its historic investment in the GCZ block. Following cost recovery by PetroChina the Group is receiving its proportion of revenue in cash each month. As a result, the billing arrangements for GCZ have moved to a full joint operations basis where the Group receives its share of revenue on the conclusion of each month and is separately cash-called for its share of opex and capex on a month-ahead basis. Cash calls are reconciled to actual expenditure quarterly.

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The following table summarises the Group’s share of the capital expenditure and net revenues arising from the GCZ block for the current period and prior year. Depreciation figures have been excluded.

30 June 2017

US$’000 Unaudited

31 December 2016

US$’000 Audited

Capital expenditure - -

Revenue and other income

5,666

11,764

Total operational costs and expenses (2,124) (4,998)

Net Profit

3,542 6,766

Amount due from/(to) PetroChina Opening balance 1,487 (1,774) Capital expenditure for GCZ block - - Share of profit for GCZ block 3,542 6,766 Cash received (1,664) (7,053)

Closing balance

3,365 1,487

The balance due from PetroChina is included within trade and other receivables, is unsecured and interest free. Baotian-Qingshan block (‘GGZ’) In addition, Greka Guizhou E&P Ltd., a subsidiary of the Company, is party to a PSC with PetroChina to explore for and develop coal bed methane resources in Guizhou Province. The Group has a 60% participating interest in GGZ and has provided a performance bond against its pilot exploration programme commitment in the amount of US$1,500,000 (31 December 2016: US$2,000,000). At 30 June 2017, the cumulative net investment made by the Group in GGZ was US$28,847,000 (31 December 2016: US$28,267,000), of which US$55,000 was invested in the six months ended 30 June 2017. PetroChina is a subsidiary of state-owned China National Petroleum Corporation (CNPC), headquartered in Dongcheng District, Beijing. PSCs held with CUCBM (CNOOC) Framework Agreement with CUCBM On 31 March 2014, and following the identification of unauthorised drilling activities across several of the Group’s blocks by CUCBM, the Group entered a Framework Agreement CUCBM the purpose of which was to amend and clarify the rights of both the Group and CUCBM in relation to the PSCs jointly held between the parties. Under the terms of the Framework agreement, the Group’s percentage share in the relevant blocks were updated and confirmed as follows: PSC GDG

share CUCBM share

Shizhuang South 60% 40% GDG share increasing to 70% on payment of

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US$13,000,000 to CUCBM Shizhuang North 50% 50% Quinyan Area A 10% 90% Quinyan Area B 60% 40% Fengcheng 49%* 51% Panxie East 60%* 40%

* unchanged The Framework Agreement reaffirmed the status of the PSC’s. Under the PSCs, the exploration costs were due to be incurred by the Group, with the Group carrying the exploration risk and the associated costs being recovered from future production. Notwithstanding the terms of the PSC, CUCBM undertook significant unauthorised exploration work within the license area incurring gross expenditure of US$611,300,000 related to the drilling of wells and the establishment of certain infrastructure across the PSC blocks. Under the PSC, the Group had the legal right to enforce its interest in the asset as if it had been incurred 100% by the Group in the exploration phase and benefit accordingly from the costs incurred by CUCBM. However, as part of the negotiation of the Framework Agreement the Group agreed to reimburse CUCBM for what otherwise would have represented the Group’s share of the historic expenditure by allowing CUCBM to recover its historic costs in kind from an enhanced participation share (over and above CUCBMs equity interest in the PSC) in ring-fenced gas production from the relevant wells. A constructive obligation related to the agreement to reimburse CUCBM in kind is considered to exist given the nature of the transaction and the substance of the negotiation between the parties. The amount to be reimbursed through future production from the ring-fenced wells is considered sufficiently certain given the status of well development, the extent of in-place infrastructure and estimated reserves associated with the wells. Accordingly, the Group has recorded its proportionate share of the assets in accordance with its equity interest in the PSC. A provision representing the estimated value of production from the ring-fenced wells that the Group will forgo in order to settle its share of the costs incurred has also been recorded. Settlement remains dependent upon sufficient future production arising from the ring-fenced wells. The following table summarises the cost recovery provision which also represents the Group’s cumulative share of capital expenditure:

As at 30 June

2017 US$’000

Unaudited

As at 31 December

2016 US$’000 Audited

Opening balance 401,702 370,217 Capital additions in the period 6,332 57,076 FX (gain)/loss 7,956 (25,591)

Closing provision for amounts due to CUCBM

415,990 401,702

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The cumulative expenditure by CUCBM across the PSCs, which the Group is reimbursing through future production, bears interest at 9%. No discounting of the provision applies given the interest bearing nature. Under the original Shizhuang South PSC and as reaffirmed by the Framework Agreement US$13,000,000 included within provisions (2016: US$13,000,000) represent amounts payable to CUCBM in respect of exploration costs incurred by CUCBM on GSS prior to the original PSC between the parties. The Group has an option to increase its participating interest in the GSS Block from its current 60% to 70% by investing two installments of US$6,500,000, one prior to 31 December 2017, and the second prior to 31 December 2018. The balance is unsecured, and interest-free. Discounting is considered immaterial. The obligation is classified as a provision given the option to increase its participating interest in the GSS Block is at the Company. Shizhuang North PSC Under the terms of the Framework Agreement, the Group agreed to reduce its interest in the GSN Block by 10% in return for CUCBM providing the Group with a carried interest of US$100,000,000 related to exploration and development expenditure across the block. The Group has incurred US$7,700,000 on the block which is currently held as exploration asset. No gain in respect of the committed future expenditure as compared to the 10% interest in the Group’s existing assets has been recognised under the Group’s accounting policy. Memorandum of Understanding with CUCBM (“MoU”) On 8 September 2017, the Group entered a MoU with CUCBM the purpose of which was to further clarify the rights of both the Group and CUCBM in relation to the PSCs jointly held between the parties, and the Framework Agreement entered into on 31 March 2014. The MoU provides the Group an option to increase its participating interest in the GSS Block from 60% to 70% by investing two installments of US$6,500,000, one prior to 31 December 2017, and the second prior to 31 December 2018. Increasing interest in the Block will encompass CUCBM's legacy wells, which were drilled prior to 31 July 2014, following cost recovery. Shizhuang South PSC Supplementary Agreement On 8 September 2017, the Group entered a Shizhuang South PSC Supplementary Agreement with CUCBM. The Agreement stipulates that legacy wells investments are to be recovered by both parties on an accelerated basis, with 90% of gross profit to be distributed to the cost recovery, instead of 70% as per PSC. The remaining 10% is to be distributed between the participating interest of 60% to the Group and 40 % to CUCBM. The Agreement also provides that the Group is to operate CS15 wells and CUCBM has exclusivity in CS3 wells in designated Area 2 of 60 km2. Shizhuang North PSC Supplementary Agreement On 8 September 2017, the Group entered a Shizhuang North PSC Supplementary Agreement with CUCBM. The Agreement extended the exploration period to 14 April 2019. CUCBM is majority owned by China National Offshore Oil Corp and is headquartered in Dongcheng District, Beijing.

19 DEFERRED TAXATION (a) Deferred tax assets US$’000

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At 1 January 2016 2,169 Reversal of temporary difference 50 Exchange differences (140)

At 31 December 2016 - audited 2,079 Reversal of temporary difference 13 Exchange differences 42 At 30 June 2017 (unaudited) 2,134

(b) Deferred tax liabilities

US$’000 At 1 January 2016 154,352 Reversal of temporary difference (178) Exchange differences (9,343)

At 31 December 2016 - audited 144,831 Reversal of temporary difference (463) Exchange differences 3,150

At 30 June 2017 (unaudited) 147,518

As at 30 June

2017 US$’000

As at 31 December

2016 US$’000

Unaudited Audited Recognised deferred tax (liabilities) and assets at PRC rate of 25%

Deferred tax assets and liabilities are attributable to the following:

Fair value adjustments in exploration and evaluation assets

(147,518)

(144,831)

Tax losses – overseas 2,134 2,079

Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following:

Tax losses – overseas 6,503 6,503

Potential unrecognised tax benefit at PRC rate of 25%

1,626

1,626

The deductible temporary timing differences do not expire under current tax legislation. PRC tax

losses expire after five years. Deferred tax assets have not been recognised in respect of the full value

of these items because at this point in the Groups development it is not virtually certain that future

taxable profits will be available against which the Group companies can utilise the benefits of these

tax losses in the near future. The Group has not offset deferred tax assets and liabilities across

different jurisdictions.

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RESPONSIBILITY STATEMENT We confirm that to the best of our knowledge: (a) the Condensed Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit of the Group; and (b) the Interim Management Report includes a fair review of the information required by FCA’s Disclosure Guidance and Transparency Rules (DTR 4.2.7 R and 4.2.8 R). On behalf of the Board Randeep S. Grewal Founder & Chairman 27 September 2017

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Interim Review Report for Green Dragon Gas Ltd.

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of changes in equity, the condensed consolidated statement of cash-flows and the related notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors’ responsibilities

The half-yearly financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ‘‘Interim Financial Reporting’’, as adopted by the European Union.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’, issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

Material uncertainty related to going concern

In forming our opinion on the condensed set of financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 2 to the financial statements concerning the Group’s ability to continue as a going concern. The group needs to refinance its debt and liabilities as disclosed further in note 2, but there are currently no binding agreements in place. These conditions, along with the other matters explained in note 2 to the condensed set of Financial Statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The condensed set of financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

BDO LLP

Chartered Accountants

Location

United Kingdom

27 September 2017

BDO LLP is a limited liability partnership registered in England and Wales (with registered number

OC305127).

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DIRECTORS, COMPANY SECRETARY AND ADVISORS

DIRECTORS

Randeep S. Grewal

Executive Director, Chairman and CEO

David Turnbull

Non-Executive Director

Wayne Roberts

Non-Executive Director

Stewart John, OBE

Non-Executive Director

Gong Da Bing

Non-Executive Director

LEGAL ADVISORS

As to Chinese Law

Guantao Law Firm

17/F, Tower 2,

YingtaiCenter, NO. 28,

Finance Street, Xicheng District,

Beijing 100140, P R China

As to Cayman Islands & BVI Law

Conyers Dill & Pearman

29th Floor

One Exchange Square

8 Connaught Place

Central Hong Kong

As to English Law

Memery Crystal LLP

44 Southampton Buildings

London WC2A 1AP

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REGISTERED OFFICE

PO Box 2681

Cricket Square

Hutchins Drive

Grand Cayman KY1 -1111

Cayman Islands

COMPANY SECRETARY

International Corporation Services Ltd.

CORPORATE BROKERS

Peel Hunt

Moor House

120 London Wall

London EC2Y 5ET

AUDITORS

BDO LLP

55 Baker Street

London W1U 7EU

INVESTOR RELATIONS

FTI Consulting

200 Aldersgate

Aldersgate Street

London EC1A 4HD