此乃要件 請即處理 閣下如 對本通函任何方面或所採取的行動 有任何疑問，應諮詢 閣下的持牌證 券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓 名下所有的中國教育集團控股有限公司股份，應立即將本 通函及隨附的代表委任表格送交買主或承讓人，或經手買賣或轉讓的銀行、持 牌證券商或其他代理商，以便轉交予買主或承讓人。 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通函的內容概不 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通函全 部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 China Education Group Holdings Limited 中國教育集團控股有限公司 （於開曼群島註冊成立 的有限公司） （股份代號：839） 建 議 (1) 重選退任董事 (2) 購回股份及發行新股份的一般授權 及 股東週年大會通告 本公司謹訂於2026年1月26日（星 期 一）上 午11時30分假座香港中環都爹利街11 號律敦治中心律敦治大廈10樓舉行股東週年大會，召開大會的通告載於本通函 第15至20頁。不 論 閣 下 能 否 親 身 出 席 大 會，謹 ...

China Education Group Holdings Limited 中國教育集團控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：839） 股東週年大會通告 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 不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的 任 何 損 失 承 擔 任 何 責 任。 茲通告 中 國 教 育 集 團 控 股 有 限 公 司（「本公司」）謹 訂 於2026年1月26日（星 期 一）上 午11時30分假座香港中環都爹利街11號律敦治中心律敦治大廈 10樓 舉 行 股 東 週 年 大 會（「大 會」），以 處 理 以 下 事 項： – 1 – 1. 省覽及採納截至2025年8月31日止年度的經審核合併財務報表以及 董 事 會 及 獨 立 審 計 師 報 告。 2. (a) 重 選 芮 萌 博 士 為 獨 立 非 執 行 董 事。 (b) 重 選 鄔 健 冰 博 士 為 獨 立 非 執 行 董 事。 ( ...

Enrollment and Academic Programs - As of August 2025, the total number of full-time students in the group is approximately 282,000, representing a year-on-year growth of about 5%, with higher education students increasing by approximately 9% to 243,000[32]. - The group has established 396 applied undergraduate programs, optimizing the proportion of engineering programs to meet the demands of emerging industries and regional economies[33]. - The gross enrollment rate for higher education reached 60.8% in 2024, with 13.35 million students registered for the national college entrance examination in 2025, indicating a growing demand for higher education[29]. - The group has 199 ordinary diploma courses, 17 master's programs, 163 continuing education courses, 181 vocational education courses, and 396 ordinary undergraduate courses available for the 2024/25 academic year[45]. Financial Performance - The group's revenue for the year ended August 31, 2025, reached RMB 7,363 million, an increase of 11.9% compared to RMB 6,579 million for the year ended August 31, 2024[57]. - Domestic market revenue increased from RMB 6,335 million for the year ended August 31, 2024, to RMB 7,083 million for the year ended August 31, 2025, representing an increase of 11.8% driven by growth in customer numbers and average selling prices[58]. - International market revenue for the year ended August 31, 2025, was RMB 280 million, up 14.8% from RMB 244 million for the year ended August 31, 2024, primarily due to an increase in customer numbers[59]. - The group achieved an EBITDA of RMB 2,395 million for the year ended August 31, 2025, compared to RMB 1,841 million for the year ended August 31, 2024[55]. - Adjusted EBITDA for the year ended August 31, 2025, was RMB 4,169 million, up from RMB 3,774 million for the year ended August 31, 2024[55]. - The group recorded a gross profit of RMB 3,926 million for the year ended August 31, 2025, an increase of 7.7% compared to RMB 3,644 million for the year ended August 31, 2024[61]. - Net profit for the group for the year ending August 31, 2025, was RMB 506 million, compared to RMB 502 million for the year ending August 31, 2024[75]. Operational Developments - The group has increased its presence in key regions such as the Guangdong-Hong Kong-Macao Greater Bay Area and the Chengdu-Chongqing Economic Circle, with ongoing progress in new campus construction and the establishment of smart classrooms and laboratories[35]. - The group has launched a comprehensive digital transformation strategy in education, focusing on AI-enabled education, enhancing the digital literacy of all staff, and promoting the development of smart courses[37]. - The group has established 24 new industry colleges, bringing the total to 85, enhancing the relevance and practicality of professional training, and increasing the number of industry partners to 4,809[38]. - The group has added 5 national-level research projects, bringing the total to 37, further enhancing its technological innovation capabilities[33]. Environmental and Social Responsibility - The group has received the "2024 Excellent ESG Practicing Listed Company" award, highlighting its contributions to social responsibility and sustainable development[40]. - The group emphasizes its commitment to providing affordable and quality education, aligning with the United Nations Sustainable Development Goals, particularly in poverty alleviation and quality education[106]. - The group has established an ESG working group to monitor and report on ESG performance, ensuring compliance with relevant standards and regulations[101]. - The total greenhouse gas emissions for the year ending August 31, 2025, increased to 10,377 tons from 8,952 tons in the previous year, representing a growth of approximately 16%[117]. - The group has been recognized as a "Green Low-Carbon Public Institution" by the National Administration for the Management of Government Affairs and the National Development and Reform Commission in 2024[133]. Employee and Workforce Management - The total number of employees as of August 31, 2025, is 19,570, representing a 5% increase from 18,677 in 2024, primarily due to organic growth in existing schools and new districts[149]. - The largest employee group consists of teachers and teaching assistants, accounting for nearly 81% of the total workforce, with 15,166 teachers in 2025, up from 14,383 in 2024[150]. - The employee turnover rate for the reporting period is 6.9%, with a total of 1,452 employees leaving the company, down from 1,587 in the previous year[153]. - The company has implemented performance management and reward systems to link teaching quality and staff compensation, ensuring annual assessments for all staff[143]. - A total of 15,133 employees received training, representing 77.3% of active employees, an increase from 12,598 (67.5%) in the previous year[174]. Safety and Health Management - The group has established an ISO-9001 quality management system, valid until July 2026, to ensure quality standards[158]. - The group actively promotes safety education and health awareness through various platforms, conducting annual or biennial health check-ups for all staff[162]. - The group organized a fire safety emergency evacuation drill involving approximately 1,600 participants, including 1,000 new students and 600 staff members[163]. - The group has a dedicated safety management team to oversee the implementation of safety regulations and conduct regular safety inspections[157]. Procurement and Supplier Management - The group has established a comprehensive supplier hiring system, emphasizing efficiency and quality in procurement processes[187]. - All suppliers are required to submit environmental and social responsibility declarations, ensuring compliance with labor laws and environmental standards[188]. - The group has implemented a centralized procurement management model for large-scale demand items, effectively reducing procurement costs[183]. - The total number of suppliers decreased from 2,115 in 2024 to 2,056 in 2025, with a notable increase in non-local suppliers from 100 to 197[185].

Group 1 - The Hang Seng Index rose by 0.22%, gaining 55 points to reach 25,291 points, while the Hang Seng Tech Index increased by 0.02% with a trading volume of 84.8 billion HKD in the morning session [1] - Yichun City announced the cancellation of 27 mining rights, leading to a surge in lithium stocks, with Ganfeng Lithium rising over 6% and Tianqi Lithium increasing by over 5% [1] - Airlines showed strong performance in November's off-peak season, with Southern Airlines up over 7%, Eastern Airlines up over 5%, and Air China rising by 5% [1] Group 2 - Jiangxi International Resources saw a 6% increase as tungsten prices accelerated, reaching a historical high for tungsten concentrate [1] - Junda Co., Ltd. rose over 6% after its Chuzhou base achieved large-scale production of TOPCon batteries [1] - Changfei Optical Fiber and Cable increased by nearly 11% driven by AI computing power demand [2] Group 3 - Yaojie Ankang-B surged by 18% after announcing positive clinical results for Tiengatin in a sub-journal of The Lancet [3] - Li Ning rose by 4% with the launch of new Dragon Store and Honor Gold Standard product series, expected to create strong synergy [4] - Zhongjiao Holdings increased by 6% as its adjusted annual EBITDA exceeded expectations, with institutions focusing on subsequent classification registration progress [5] Group 4 - Tanwan rose over 4%, accumulating over 30% growth this month, partnering with COEXIST to expand its trendy toy industry layout [6] - Zhaoyan Pharmaceutical increased by over 10% as the price of experimental monkeys rose, with institutions expecting a tight supply-demand situation to persist [7] - Yidu International fell over 12% in the morning session, giving back most of its gains for the month, as Muxi Co., Ltd. listed on the Sci-Tech Innovation Board today [8]

Core Viewpoint - Zhongjiao Holdings (00839) has seen a nearly 6% increase in stock price, with a cumulative rise of nearly 15% post-earnings announcement, reflecting positive market sentiment and performance [1] Financial Performance - For the fiscal year 2025, Zhongjiao Holdings reported a revenue growth of 11.9% year-on-year, reaching 7.36 billion yuan, which aligns with expectations [1] - Adjusted EBITDA increased by 10.5% year-on-year to 4.17 billion yuan, exceeding expectations primarily due to better-than-expected cost control [1] - The company did not declare any dividends for the current fiscal year [1] Regulatory Environment - On November 5, the Guangdong Provincial Education Department released a draft document regarding the classification management reform for existing private colleges, outlining the main procedures for classification registration [1] - Successful completion of profit-oriented registration for private colleges in Guangdong could support sector sentiment and valuation recovery for Zhongjiao Holdings [1]

Core Viewpoint - Zhongjiao Holdings (00839.HK) has seen a significant increase in its stock price, rising nearly 6% after its earnings report, with a cumulative increase of nearly 15% [1] Group 1 - As of the latest update, Zhongjiao Holdings' stock price is at 3.15 HKD, reflecting a rise of 5.7% [1] - The trading volume for Zhongjiao Holdings reached 29.15 million HKD [1]

华泰证券则表示，11月5日广东省教育厅发布《广东省现有民办高校分类管理改革配套文件（征求意见 稿）》，明确了现有民办高校分类登记的主要程序，有望为平稳有序推进省内现有民办高校分类管理改 革奠定基础。中教控股在广东省内的高校若能顺利完成营利性登记，将有望支撑板块情绪和估值修复。 消息面上，中教控股于11月26日发布年度业绩。中金发表研究报告指，中教控股2025财年收入同比增长 11.9%至73.6亿元，基本符合该行预期；经调整EBITDA同比增长10.5%至41.7亿元，超出该行预期，主 要得益于费用控制优于预期。本财年，公司并未宣布派发股息。 智通财经APP获悉，中教控股(00839)再涨近6%，绩后累计涨幅已近15%。截至发稿，涨5.7%，报3.15港 元，成交额2915.26万港元。 ...

Core Insights - Company reported a revenue growth of 11.9% year-on-year to 7.36 billion yuan for the fiscal year 2025, which is in line with expectations; adjusted EBITDA increased by 10.5% to 4.17 billion yuan, exceeding expectations due to better-than-expected cost control [1] - The number of full-time students increased by approximately 5% year-on-year to 282,000 as of August 31, 2025, but growth in student numbers for the 2025/26 academic year showed a slowdown with only a 0.2% increase [1] Financial Performance - The gross margin for the fiscal year 2025 was 53.3%, a decrease of 2.1 percentage points year-on-year; adjusted EBITDA margin was 56.6%, down 0.7 percentage points year-on-year [2] - The company recognized goodwill impairment totaling 1.706 billion yuan for three of its schools during the period [2] - Capital expenditures decreased by 45.2% year-on-year to 2.66 billion yuan, indicating a turning point in capital spending [2] - As of August 31, 2025, the company's interest-bearing debt ratio was approximately 26.0%, slightly down from 26.4% in the previous year, indicating a healthy level of debt [2] Future Outlook - The company has adjusted its revenue forecast for fiscal year 2026 down by 4% to 7.77 billion yuan and reduced the adjusted EBITDA forecast by 1% to 4.19 billion yuan; it has introduced a revenue forecast for fiscal year 2027 of 8.16 billion yuan and an adjusted EBITDA forecast of 4.42 billion yuan [2] - The target price has been lowered by 30% to 3.5 HKD, corresponding to 3.4 times the estimated adjusted EV/EBITDA for 2026 [2] - The company is currently trading at 2.8 times the estimated adjusted EV/EBITDA for 2026, indicating a potential upside of 22% [2]

Core Viewpoint - CICC's research report indicates that China Education Group's revenue for the fiscal year 2025 is expected to grow by 11.9% year-on-year, aligning with the firm's expectations, while adjusted EBITDA is projected to increase by 10.5%, surpassing expectations due to effective cost control. The company did not declare any dividends during the period [1] Revenue and EBITDA Forecasts - The firm has revised its revenue and adjusted EBITDA forecasts for the fiscal year 2026 down by 4% and 1% respectively, to RMB 7.77 billion and RMB 4.19 billion, considering more cautious expectations regarding student enrollment and tuition fee growth [1] - For the fiscal year 2027, the revenue and adjusted EBITDA forecasts are set at RMB 8.16 billion and RMB 4.42 billion respectively [1] Target Price Adjustment - Due to a decline in the average industry valuation, CICC has lowered the target price for China Education Group to HKD 3.5 while maintaining an "outperforming the industry" rating [1]

Core Viewpoint - Zhongjiao Holdings (00839.HK) experienced a significant intraday increase of over 5%, with a current rise of 3.85%, trading at HKD 2.97, and a transaction volume of HKD 66.081 million [2] Company Summary - Zhongjiao Holdings' stock price showed a notable increase during trading hours, indicating positive market sentiment [2] - The trading volume reached HKD 66.081 million, reflecting active investor interest in the company's shares [2]