The English and Chinese versions of the Company's Annual Report, Circular, Proxy Form, and Environmental, Social and Governance Report are available on the Company's website at www.edvantagegroup.com.hk and the Hong Kong Exchanges and Clearing Limited at website at www.hkexnews.hk ( the "HKEX website"). To ensure that you receive timely updates in the future, we invite you to provide your valid email address to us by completing the Provision of Email Address Form on the reverse side and return it to the Com ...

Edvantage Group Holdings Limited 中滙集團控股有限公司 （於開曼群島註冊成立的有限公司） 股票代號 : 0382 環 境、社會及 管治報告 2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT Edvantage Group Holdings Limited 中滙集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock code : 0382 2025 目錄 | 關於本報告 | 4 | | --- | --- | | 報告期間 | 4 | | 報告範疇及範圍 | 4 | | 報告準則及原則 | 4 | | 數據來源及可靠性聲明 | 5 | | 審閱及批准 | 5 | | 反饋 | 5 | | 董事會聲明 | 6 | | 關於中滙集團 | 7 | | 可持續發展管治 | 8 | | ESG工作小組 | 8 | | 風險管理及內部監控 | 8 | | 可持續發展和管治政策 | 8 | | 聯合國可持續發展目標 | 10 | | 持份者參與 | 10 ...

Financial Performance - Edvantage Group Holdings Limited reported a revenue increase of 15% year-over-year, reaching HKD 1.2 billion for the fiscal year 2025[2]. - The company achieved a net profit margin of 20%, translating to a net profit of HKD 240 million, up from HKD 200 million in the previous year[2]. - Revenue reached approximately RMB 2,489 million, an increase of about 7.7% year-over-year[20]. - Revenue for the fiscal year ending August 31, 2025, was RMB 2,489,038, representing a 7.7% increase from RMB 2,311,986 in 2024[26]. - Operating costs increased by 24.3% to RMB (1,476,751) compared to RMB (1,187,842) in the previous year[26]. - Gross profit decreased by 10.0% to RMB 1,012,287 from RMB 1,124,144 in 2024[26]. - Pre-tax profit fell by 25.9% to RMB 599,241 from RMB 808,994 in 2024[26]. - Net profit attributable to the company's owners decreased by 28.1% to RMB 513,872 from RMB 714,746 in the previous year[26]. - Basic earnings per share dropped by 30.3% to RMB 43.79 from RMB 62.86 in 2024[26]. - Other income reached approximately RMB 166.5 million, marking a 28.0% increase year-over-year, mainly due to growth in educational consulting and management services[77]. - Interest income decreased to approximately RMB 19.6 million, down 23.9% year-over-year, as a result of persistently low deposit interest rates[78]. - The company reported a net loss of approximately RMB 71.5 million in other gains and losses, primarily due to goodwill impairment losses of RMB 41.7 million[79]. - Profit before tax for the fiscal year was approximately RMB 599.2 million, a decrease of 25.9% compared to the previous year[82]. - The company’s adjusted net profit attributable to owners was approximately RMB 592.1 million, down 20.7% year-over-year[84]. - For the fiscal year ending August 31, 2025, the adjusted net profit attributable to the company's owners was approximately RMB 592.1 million, a decrease of 20.7% from RMB 746.7 million in 2024[85]. Student Enrollment and Educational Expansion - User enrollment numbers grew by 10%, totaling 30,000 students across all institutions operated by the company[2]. - The company plans to expand its market presence in Southeast Asia, targeting a 25% increase in student enrollment in the region by 2026[2]. - A new vocational training program is set to launch in Q3 2026, expected to attract an additional 5,000 students[2]. - The number of enrolled students increased to approximately 99,800, reflecting a growth of about 4.4%[20]. - The number of students enrolled in higher vocational education at Huashang College decreased from approximately 31,990 in 2024 to 31,210 in 2025, while Huashang Vocational College increased from 21,810 to 25,470[71]. - The number of students enrolled in the City Technician College decreased from approximately 11,170 in 2024 to 9,960 in 2025, while Huashang Technical School decreased from 7,100 to 6,050[71]. Dividends and Shareholder Value - Proposed final dividend is HKD 0.074 per share, with an interim dividend of HKD 0.066 per share, resulting in a payout ratio of 30%[20]. - The company plans to pay a final cash dividend of HKD 0.074 per share, pending shareholder approval[26]. - The company proposed a final cash dividend of HKD 0.074 per share for the year ending August 31, 2025, totaling an annual dividend of HKD 0.14 per share, with a payout ratio of 30%[34]. - The company reported a final dividend of HKD 0.074 per share for the fiscal year ending August 31, 2025[184]. - As of August 31, 2025, the company has distributable reserves amounting to approximately RMB 529.5 million in share premium and RMB 20.4 million in retained earnings[194]. - The company plans to propose an annual dividend of about 30% of the distributable profits for each fiscal year[190]. Strategic Goals and Investments - Edvantage is investing HKD 100 million in new technology development aimed at enhancing online learning platforms[2]. - The company has outlined a strategic goal to acquire two additional educational institutions within the next 18 months to diversify its offerings[2]. - The company is focusing on expanding its presence in the Greater Bay Area and Chengdu Economic Circle, capitalizing on the growing demand for high-quality vocational education[31]. - The company plans to enhance its educational offerings by integrating AI into curriculum design and expanding overseas educational centers along the Belt and Road Initiative[73]. - The group has established a comprehensive AI education ecosystem, integrating AI technology into the entire teaching process, including curriculum, teaching platforms, and faculty development[69]. - The group has invested in modern teaching platforms such as AI training centers and laboratories for new engineering and medical disciplines, enhancing the quality of education and talent cultivation[68]. - The group has implemented a strategic transformation of its professional structure, integrating ESG sustainability and digital marketing into business programs[68]. Governance and Compliance - The board consists of three executive directors, one non-executive director, and three independent non-executive directors as of the date of the annual report[112]. - The company has adopted a board diversity policy to ensure a diverse composition of board members, considering factors such as gender, age, cultural and educational background, and professional qualifications[117]. - The company has maintained compliance with the Corporate Governance Code and has not received any administrative penalties regarding the student-to-teacher ratio in its schools in China[105]. - The board has established three committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee to oversee specific areas of the company's affairs[109]. - The company has arranged appropriate liability insurance to indemnify its directors and senior management against liabilities arising from corporate activities[111]. - The company has fully complied with the Corporate Governance Code as of the fiscal year ending August 31, 2025, and continues to review and improve its governance practices[108]. - All independent non-executive directors have confirmed their independence according to the Listing Rules, with no personal relationships among directors that could affect their independence[123]. - The board's structure is deemed reasonable, with members possessing experience and capabilities relevant to maintaining high operational standards[120]. - The company has established a whistleblowing mechanism to encourage reporting of any misconduct or fraud related to the company[160]. - The company has a zero-tolerance policy towards bribery and corruption, with clear guidelines for ethical behavior[162]. Operational Efficiency and Cost Management - The company reported a 30% increase in operational efficiency due to recent technological upgrades[2]. - Operating costs for the same period amounted to approximately RMB 1,476.8 million, a rise of 24.3% compared to the previous year, primarily due to strategic investments in talent development and campus expansion[75]. - Gross profit for the fiscal year was approximately RMB 1,012.3 million, reflecting a decrease of 10.0% year-over-year, attributed to increased investments in educational quality and infrastructure[76]. - The company has a responsibility to prepare consolidated financial statements for the year ending August 31, 2025, reflecting the group's performance and cash flow accurately[155]. - The board believes that the internal control and risk management systems are effective and sufficient, with no significant issues affecting shareholders[158]. - The company maintains a conservative strategy to mitigate financial risks, including monitoring interest rate and currency risks[159]. Future Outlook - The management has provided guidance for a revenue growth of 12% for the next fiscal year, projecting total revenue of HKD 1.34 billion[2]. - The company emphasizes the importance of stability and sustainability in its educational mission, aiming to create long-term value for shareholders[34]. - The group aims to deepen the integration of industry and education, exploring international education while enhancing educational quality[64]. - The group focuses on cultivating high-quality applied talents with international vision and innovative thinking to meet the demands of the new era[64]. - The company has not made any changes to its articles of association for the fiscal year ending August 31, 2025[174].

Core Viewpoint - The "Golden Award" annual excellence company selection by Gelonghui highlights companies that excel in both economic performance and social responsibility, particularly focusing on ESG (Environmental, Social, Governance) criteria [1][2]. Group 1: Award Winners - Eight companies received the "Annual ESG Pioneer Award (Small and Medium Market Capitalization)" for their outstanding contributions to promoting ESG principles and sustainable development: - Li Jin Technology (00558.HK) - Lianyi Rong Technology-W (09959.HK) - Mobi Development (00947.HK) - Qingci Games (06633.HK) - Tianlun Gas (01600.HK) - Tongrentang Technology (01666.HK) - Weimob Group (02013.HK) - Zhonghui Group (00382.HK) The ranking is in alphabetical order and does not imply any hierarchy [1]. Group 2: Evaluation Criteria - The selection process for the awards involved quantitative data analysis and evaluation by an expert panel, ensuring a comprehensive assessment of the companies' ESG efforts [1]. - The "Annual ESG Pioneer Award" aims to recognize companies that balance economic efficiency with social responsibility, emphasizing their commitment to high-quality sustainable development [1]. Group 3: Event Overview - Gelonghui hosted an online sharing session titled "Technology Empowerment, Capital Breakthrough" on December 22, where the award winners were announced [1]. - The "Golden Award" aims to create a valuable reference list of listed companies and unicorns, covering all listed companies on major exchanges including the Hong Kong Stock Exchange, Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, and NASDAQ [2].

Core Viewpoint - The "Annual ESG Pioneer Award (Small and Medium Market Capitalization)" recognizes companies that balance economic efficiency with social responsibility, highlighting their contributions to environmental, social, and governance (ESG) practices [1][2]. Group 1: Award Recipients - Eight companies received the "Annual ESG Pioneer Award (Small and Medium Market Capitalization)": - Li Jin Technology (00558.HK) - Lianyi Rong Technology-W (09959.HK) - Mobi Development (00947.HK) - Qingci Games (06633.HK) - Tianlun Gas (01600.HK) - Tongrentang Technology (01666.HK) - Weimob Group (02013.HK) - Zhonghui Group (00382.HK) - The ranking is in alphabetical order and does not imply any hierarchy [1]. Group 2: Evaluation Criteria - The award is based on a combination of quantitative data analysis and expert review, ensuring a comprehensive evaluation of the companies' ESG efforts [1]. - The aim of the award is to identify green enterprises and advanced companies that excel in promoting ESG principles and pursuing high-quality sustainable development [1]. Group 3: Event Overview - The event "Technology Empowerment, Capital Breakthrough" was held online on December 22, where the prestigious list of outstanding companies was announced [1]. - The "Golden Award" aims to create a valuable reference for investors by ranking listed companies and unicorns across various stock exchanges, including Hong Kong, Shanghai, Shenzhen, New York, and NASDAQ [2].

Core Viewpoint - Zhonghui Group (00382) is proposing to increase its authorized share capital from 15 million USD (15 billion shares) to 20 million USD (20 billion shares) to provide flexibility for future corporate actions and to prepare for the potential full utilization of the shareholder-approved share plan [1] Group 1 - The company plans to add 500 million additional shares to its authorized share capital [1] - The additional shares will rank equally with the existing shares upon issuance and payment [1]

Core Viewpoint - Zhonghui Group (00382) is proposing to increase its authorized share capital from $15 million (15 billion shares) to $20 million (20 billion shares) to prepare for potential full utilization of the shareholder-approved share plan and to provide flexibility for future corporate actions [1] Group 1 - The company plans to add 500 million additional shares to its authorized share capital [1] - The additional shares will rank equally with the existing shares in all respects upon issuance and payment [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 Edvantage Group Holdings Limited （於開曼群島註冊成立的有限公司） （股份代號：0382） (1) 建議修訂組織章程大綱及細則 及 (2) 建議增加法定股本 本公告由中滙集團控股有限公司（「本公司」）根據香港聯合交易所有限公司（「聯 交所」）證券上市規則（「上市規則」）第13.51(1)及13.45(4)條而刊發。 建議修訂組織章程大綱及細則 根據聯交所於2025年1月24日刊發的《建議進一步擴大無紙化上市機制及其他上 市規則修訂的諮詢文件之諮詢總結》，聯交所已修訂上市規則附錄A1所載之核 心的股東保障水平，自2025年2月10日起生效。上市發行人須於2025年7月1日之 後首次舉行的股東週年大會或之前對其組織章程文件作出必要修訂，以使組 織章程文件符合上市規則的經修訂附錄A1的規定。 此外，聯交所於2025年5月刊發《實施無紙證券市場及「發行人平台」所需的上市 規則條文修 ...

Group 1: Higher Education Sector - The higher education sector is expected to see a reversal of difficulties due to a combination of bottoming fundamentals and policy advancements, with a focus on improving educational quality and encouraging the expansion of high-quality private colleges [5][6] - The reintroduction of profit-oriented classification management in Hunan Province in 2025 may serve as a pilot for nationwide implementation, providing a stable policy environment for private colleges to expand and meet the growing demand for higher education [5][6] - Key indicators of educational quality, such as student-to-teacher ratios and per-student funding, have met standards after five years of increased investment, suggesting that the investment cycle is peaking and operational efficiency in higher education companies is likely to recover [5][6] - Companies to watch in this sector include Yuhua Education, Zhongjiao Holdings, New Higher Education, China Kepei, Neusoft Ruixin, Xijiao International Holdings, and Zhonghui Group [5][6] Group 2: Vocational Education Sector - The demand for vocational training is surging, driven by an increasing number of university graduates and high school students entering the labor market, leading to a projected market size of 80 billion yuan in 2025 with a penetration rate of only 5% [6][7] - The youth unemployment rate, particularly among those aged 16 to 24, is higher than the urban average, indicating a growing need for vocational skills training [6][7] - Companies to focus on in the vocational education sector include China Oriental Education and Fenbi [6][7] Group 3: Education Industry Trends - The education industry has undergone significant changes due to the "double reduction" policy, resulting in a 96% reduction in capacity in the academic training sector, with a limited number of operational licenses being redistributed [7] - The shift towards competency-based training is gaining momentum, with institutions leveraging their operational qualifications to expand their market share through non-academic training services [7] - The industry is moving towards a "franchise" model, which is expected to enhance revenue and profit growth for compliant institutions [7] Group 4: Investment Recommendations - The report recommends focusing on Hong Kong-listed vocational education companies, particularly China Oriental Education, which is adapting its operational strategy to cater to the needs of high school graduates [9] - In the higher education sector, the potential reintroduction of profit-oriented options is expected to enhance the revenue-sharing certainty for private colleges, with companies like Yuhua Education, Zhongjiao Holdings, and China Kepei being highlighted for their growth potential [9] - The report also suggests monitoring Chinese education companies listed in the US, such as New Oriental, TAL Education, and others, which are showing strong enrollment data [9]

该行维持对中汇集团的"买入"评级，并指出：(1)短期来看，预计FY26在校生人数有所下滑，主要由于 公司为进行专业升级和高质量发展，主动下调专升本招生计划数；但FY27则有望恢复平稳增长。(2)未 来产教融合、社会培训有望成为公司下一个增长点。(3)国际化办学取得进展，今年迎来第一批外国留 学生，积极筹备中国香港教学中心以及海外教学中心，海外业务有望恢复增长。 格隆汇12月10日｜华西证券发表研报指，中汇集团FY2025集团总收入/归母净利/经调归母净利分别为 24,89/5.14/5.92亿元，公司拟派末期股息每股7.4港仙，中期每股派息6.6港仙，分红率30%，对应股息率 9.66%。报告期内，集团学费/住宿费/非学历职业教育服务费收入分别为21.56/2.05/1.28 亿元，同比增长 6.3%/4.9%/46.3%。在校人数稳健增长，截至FY2025末集团在校学生总人数为99,800人，同比增长 4.4%。 ...