FF305 | | | FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 中國楓葉教育集團有限公司 呈交日期： 2024年12月4日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) | 01317 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | 事件 ...

Financial Performance - Revenue for the year ended August 31, 2024, was RMB 1,228,462,000, representing a 6.7% increase from RMB 1,151,162,000 in 2023[3] - Net profit for the year surged by 203.0% to RMB 15,513,000, up from RMB 5,120,000 in 2023[3] - Basic earnings per share rose by 205.9% to RMB 0.52, compared to RMB 0.17 in the prior year[3] - Adjusted EBITDA decreased by 6.1% to RMB 497,527,000 from RMB 529,862,000 in 2023[3] - The group reported a total comprehensive income of RMB 56,722,000 for the year ended August 31, 2024, compared to RMB 38,750,000 for the previous year[103] - The company reported a pre-tax profit of RMB 52,467 thousand for the year ending August 31, 2024[132] - The company's profit before tax for the year was RMB 80,612,000, compared to RMB 52,467,000 in the previous year, representing a significant increase[148] Revenue Sources - Revenue from tuition fees, the main source of income, contributed RMB 472,300,000 (approximately 38.4%) from operations in China and RMB 756,200,000 (approximately 61.6%) from overseas operations[73] - Revenue from external customers for the China segment was RMB 472,308 thousand, while the overseas segment generated RMB 756,154 thousand, totaling RMB 1,228,462 thousand[131] - The revenue from tuition and boarding fees was RMB 948,634 thousand in 2024, up from RMB 884,456 thousand in 2023, demonstrating strong demand in core services[126] Operational Developments - The company operates international schools in China, Malaysia, and Singapore, leveraging over 29 years of experience in the sector[12] - The group relocated its headquarters to Shenzhen in March 2021, officially starting operations in the 2022/2023 academic year, aiming to enhance development and talent retention for expansion in China and abroad[15] - The group has established a strong market position as one of China's leading international school operators, providing quality bilingual education[12] - The group has established partnerships with over 23 renowned domestic universities to provide diverse academic options for high school graduates[18] Student Enrollment and Academic Achievements - In the 2023/2024 academic year, 802 students from the group received over 3,411 admission offers from 177 universities across 16 countries, with approximately 91.7% admitted to QS top 100 universities[17] - The group launched the Honorary Zhou Enlai Class in February 2024, aimed at enhancing brand competitiveness and providing pathways to top universities, with the first cohort expected to graduate in the 2026/2027 academic year[21] - The group has shifted its enrollment strategy from a pyramid structure to an inverted pyramid structure, focusing on high schools offering international curricula in China[27] Regulatory Environment - The implementation of the "Regulations on the Promotion of Private Education in the People's Republic of China" aims to standardize and promote the development of private education[22] - Restrictions on foreign investment in private education institutions are intended to protect the rights and interests of non-profit schools[23] - The implementation of the new regulations has created significant uncertainty regarding the control of private schools and non-profit kindergartens in China, affecting the group's financial consolidation[26] Financial Position and Liabilities - As of August 31, 2024, the group’s total borrowings were RMB 1,602,400,000, with RMB 28,600,000 or 1.8% due within one year, a significant decrease from RMB 1,084,300,000 or 94.8% due within one year as of August 31, 2023[89] - The group’s debt-to-equity ratio improved from 1.11 as of August 31, 2023, to 1.03 as of August 31, 2024, due to the redemption of convertible bonds and an increase in total equity[91] - The total liabilities amount to RMB 1,058,353, an increase from RMB 1,039,726 as of September 1, 2023, reflecting a growth of approximately 1.3%[164] Strategic Initiatives - The group plans to enhance global market promotion, hold more international education fairs, and strengthen recruitment strategies to support enrollment growth[42] - The establishment of a global recruitment office aims to ensure the quality and quantity of foreign teachers, meeting the development needs of the company's 65 planning strategy[48] - The company plans to implement a dual-track development plan for high schools, focusing on providing world school curricula while moderately developing general high schools[50] Challenges and Risks - The group has received a letter from its former auditor regarding significant issues related to certain transactions, leading to a temporary suspension of trading on the Hong Kong Stock Exchange[30] - The group is required to publish all outstanding financial results and address any audit qualifications as part of the resumption guidelines from the stock exchange[31] - An independent committee has been established to conduct an investigation into the financial reporting and internal controls of the group[32] Investment and Financing - The company has issued $125 million of 2.25% convertible bonds due in 2026, with net proceeds of approximately $123.1 million after expenses[63] - The convertible bonds will convert into approximately 383,881,188 new shares at an initial conversion price of HKD 2.525 per share[64] - The company established a transitional loan facility of SGD 300,000,000 (approximately RMB 1,588,110,000) to refinance the original CIS loan and cover related costs[178] Employee Compensation and Costs - The total employee compensation, including directors' remuneration, for the year ended August 31, 2024, was RMB 501,600,000, up from RMB 483,700,000 for the year ended August 31, 2023[100] - The company’s accrued salaries increased to RMB 24,788,000 in 2024 from RMB 20,452,000 in 2023, reflecting a growth of approximately 21%[175] Market Trends and Future Outlook - The company plans to continue expanding its bilingual education offerings in China and other Asia-Pacific countries, focusing on enhancing service quality and market reach[118] - The overseas expansion is a key component of the group's long-term growth strategy, with a focus on increasing enrollment in China and Southeast Asia[61] - The company has conducted extensive research on market trends and brand expansion opportunities, indicating a proactive approach to growth strategies[164]

承董事會命 中國楓葉教育集團有限公司* 主席暨首席執行官 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 全部或任何部分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 Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司* （於開曼群島註冊成立之有限公司） （股 份 代 號：1317） 董事會會議召開日期 中國楓葉教育集團有限公司（「本公司」，連 同 其 附 屬 公 司 及 綜 合 聯 屬 實 體 統 稱 「本集團」）董事會（「董事會」）謹 此 宣 佈，董 事 會 將 於2024年11月28日（星 期 四）舉 行 會 議，以（其 中 包 括）審議及批准本集團截至2024年8月31日 止 年 度 的 年 度 業 績， 並審議派發末期股息的建議（如 有）。 任書良 香 港，2024年11月15日 於本公告日期，董事會包括執行董事任書良先生、James William Beeke先生及劉勁柏 先 生； ...

Financial Performance - For the six months ended February 29, 2024, the company reported a revenue of RMB 657,987,000, an increase from RMB 574,925,000 for the same period in 2023, representing a growth of approximately 14.5%[98] - The gross profit for the same period was RMB 331,626,000, compared to RMB 241,189,000 in the previous year, indicating a significant increase of about 37.5%[98] - The company incurred a loss of RMB 42,232,000 for the six months ended February 29, 2024, contrasting with a profit of RMB 15,479,000 for the same period in 2023, marking a decline in performance[98] - The basic and diluted loss per share for the period was RMB (1.42), compared to earnings of RMB 0.52 per share in the same period last year[98] - EBITDA for the six months ended February 29, 2024, was RMB 221,199,000, a decrease from RMB 233,547,000 in the prior year[154] - Adjusted EBITDA for the same period was RMB 249,379,000, down from RMB 262,423,000 in the previous year[154] Assets and Liabilities - As of February 29, 2024, total assets amounted to RMB 6,119,998 thousand, a decrease of 1.53% from RMB 6,214,887 thousand as of August 31, 2023[1] - Total liabilities as of February 29, 2024, were RMB 4,670,647 thousand, down from RMB 4,717,371 thousand as of August 31, 2023, reflecting a reduction of 0.99%[1] - The company’s current liabilities net amounted to approximately RMB 1,795,984,000 as of February 29, 2024, indicating potential liquidity concerns[96] - The net assets as of February 29, 2024, were RMB 1,449,351 thousand, down from RMB 1,497,516 thousand as of August 31, 2023, reflecting a decrease of about 3.2%[103] - The company’s borrowings rose significantly to RMB 1,632,365 thousand from RMB 1,084,279 thousand, an increase of approximately 50.7%[102] Income and Expenses - Bank interest income increased to RMB 4,685 thousand for the six months ended February 29, 2024, compared to RMB 4,337 thousand for the same period in 2023, representing a growth of 8.03%[2] - Rental income from investment properties surged to RMB 4,831 thousand, a significant increase from RMB 1,180 thousand year-on-year, marking a growth of 309.32%[2] - Employee costs totaled RMB 267,486 thousand, slightly up from RMB 263,990 thousand, indicating a rise of 0.57%[5] - The company faced a significant increase in interest expenses, with bank loans and other borrowings interest rising to RMB 123,501 thousand from RMB 86,516 thousand, an increase of 42.67%[3] Shareholder Information - The company’s major shareholders hold approximately 52.92% and 49.53% of the total issued share capital, respectively[35] - As of February 29, 2024, Sherman Investment holds a total of 1,203,639,818 shares, representing approximately 40.18% of the company's equity[62] - Sherman International holds 1,483,639,818 shares, accounting for 49.53% of the company's equity[62] - HSBC International Trustee Limited holds 50,000,000 shares, which is 1.67% of the company's equity[62] - Ms. Yan holds 50,000,000 shares, representing 1.67% of the company's equity, and has a total beneficial interest of 1,585,168,668 shares, or 52.92%[62] Corporate Governance - The company has complied with the corporate governance code as of February 29, 2024[40] - The company has established an audit committee to provide independent opinions on financial reporting processes and internal control systems[73] Operational Challenges - The company is currently facing challenges in repatriating sufficient funds overseas due to regulatory constraints, impacting its financial obligations[22] - The company highlighted a significant uncertainty regarding its ability to continue as a going concern due to the reported losses and current liabilities exceeding cash reserves[96] Student Enrollment and Education Programs - Total enrolled students decreased to 9,475, down 734 or 7.2% from the previous period[178] - The number of students in China fell to 5,006, a decrease of 826 or 14.2%[178] - The total number of schools decreased to 31, down 2 or 6.1%[178] - The company launched the Honor Class program in February 2024, aimed at enhancing brand competitiveness and nurturing elite talent[181] - The company has established five HSK Chinese proficiency test centers in domestic campuses, aiming to enhance its educational services[194] Future Plans and Strategies - The company aims to increase brand awareness and accelerate business development in first-tier cities, particularly in the Greater Bay Area[145] - The company plans to transition existing high school students to independent high schools to mitigate the impact of new regulations[183] - The company plans to expand online education offerings, including world school curriculum, ESL courses, and CSL courses, targeting both domestic and international learners[194] - The company aims to adopt a multi-expansion strategy, including increasing student enrollment, raising tuition fees, and acquiring synergistic schools to achieve growth targets in China and overseas[198]

Financial Performance - The company reported a revenue of RMB 657,987 thousand for the six months ended February 29, 2024, representing a 14.4% increase compared to RMB 574,925 thousand in the same period of 2023[17]. - The net loss for the period was RMB (42,232) thousand, a significant decline of 372.8% from a profit of RMB 15,479 thousand in the previous year[17]. - EBITDA for the period was RMB 221,199 thousand, down 5.3% from RMB 233,547 thousand in the prior year[17]. - Adjusted EBITDA was RMB 249,379 thousand, reflecting a decrease of 5.0% compared to RMB 262,423 thousand in the same period last year[17]. - For the six months ending February 29, 2024, the group's revenue was RMB 658 million, compared to RMB 574.9 million for the same period in 2023, representing a year-over-year increase of approximately 14.5%[59]. - The group reported a loss of RMB 42.2 million for the six months ending February 29, 2024, compared to a profit of RMB 15.5 million for the same period in 2023, indicating a significant decline in profitability[59]. - The group reported a pre-tax loss of RMB 11,700,000 as of February 29, 2024[152]. - The total income tax expense increased from RMB 26,700,000 to RMB 30,500,000, largely due to higher overseas corporate income tax[123]. - The company reported a loss of approximately RMB 42,232,000 for the six months ended February 29, 2024[140]. Enrollment and Academic Performance - The company reported that as of February 29, 2024, 802 students from the 2024 graduating class received over 2,681 university acceptance letters from 11 countries, indicating strong academic performance[27]. - 674 students, approximately 84.0% of the 2024 graduating class, received at least one acceptance letter from a top 100 global university[27]. - The company has established partnerships with over 23 well-known domestic universities to provide diverse academic opportunities for graduates[28]. - The company aims to provide a pathway for graduates to attend top universities worldwide, including prestigious institutions in the UK and the US[13]. - The company has adjusted its enrollment strategy from a pyramid structure to an inverted pyramid structure, focusing on developing high school programs that offer world school curricula[62]. - The company aims to enhance its internal control measures to ensure compliance with listing rules and protect investor interests[37]. Strategic Initiatives - The company launched the Honor Class in February 2024, aimed at enhancing brand competitiveness and nurturing elite talent[13]. - The introduction of the World School Curriculum has been recognized globally, filling a gap in international education in China[7]. - The company is focused on expanding its market presence through innovative educational programs and strategic partnerships[13]. - The company plans to expand online education offerings, providing world school curricula, English as a Second Language (ESL) courses, and Chinese as a Second Language (CSL) courses[62]. - The company has established partnerships with various universities to facilitate higher education opportunities for its graduates[12]. - The company aims to optimize its operational structure to mitigate the impact of the "Implementation Rules" on its business[33]. Operational Changes - The company relocated its headquarters to Shenzhen in March 2021, aiming to enhance development and strengthen talent acquisition for expansion in China and overseas[25]. - The new headquarters is expected to increase brand recognition for the "Maple Leaf" brand and accelerate business development in first-tier cities in China, particularly in the Greater Bay Area[25]. - The company has ceased operations at one kindergarten in Pinghu, China, and returned a primary school campus in Singapore to the government[46]. - The company is monitoring the implementation of the "Implementation Rules" and will assess its ongoing impact on operations[34]. - The company has taken measures to improve its liquidity and financial condition, including applying for an extension of transitional financing[142]. Revenue Sources and Growth - Revenue from operations in China accounted for RMB 237.5 million (approximately 36.1%), while overseas operations contributed RMB 420.5 million (approximately 63.9%) of total revenue[88]. - Tuition and boarding fees generated RMB 515,073,000, compared to RMB 452,169,000 in the prior period, marking an increase of around 13.9%[171]. - The company has registered four profit-making kindergartens in Dalian, China, and opened a kindergarten in Chongqing for the 2022-2023 academic year[33]. - The company plans to expand its education service chain by providing professional catering services to universities, boarding schools, institutions, and corporate dining, with a pilot cafeteria launched in Shenzhen in June 2023[51]. Financial Position - As of February 29, 2024, the company's bank balance and cash amounted to RMB 599,700,000, up from RMB 528,000,000 as of August 31, 2023[125]. - The company's secured bank and other borrowings increased from RMB 1,144,300,000 to RMB 1,682,400,000 during the same period[126]. - The capital to debt ratio increased from 1.11 to 1.16, primarily due to the increase in secured bank and other borrowings[127]. - The company has issued $125,000,000 of 2.25% convertible bonds maturing in 2026[55]. - The company has no significant acquisitions or sales events other than those disclosed as of February 29, 2024[130]. - The company’s total assets amounted to RMB 6,119,998,000, a decrease from RMB 6,214,887,000 as of August 31, 2023[174]. - The company's liabilities as of February 29, 2024, were RMB 4,670,647,000, slightly down from RMB 4,717,371,000 as of August 31, 2023[174].

智通财经APP获悉，教育股延续近期涨势，截至发稿，枫叶教育(01317)涨5.88%，报0.45港元；宇华教育(06169)涨5.66%，报0.56港元；中国新华教育(02779)涨4.92%，报0.64港元；思考乐教育(01769)涨0.27%，报3.75港元。 消息面上，教育部公布《校外培训管理条例（征求意见稿）》，民生证券指出，本次征求意见稿明确了校外培训管理条例的适用范围：以中小学生及3-6岁学龄前儿童为对象的校外培训纳入管理范围，而高中阶段则不在管理范围内。此次意见稿发布进一步提振市场信心，将对稳定长期预期起到重要作用。 银河证券表示，当前中国教培行业的监管政策框架已较为完备，行业规范化发展的界限与框架已经明晰，政策稳定性的能见度已较高，有望打消市场对教育板块政策风险的担忧，提升板块估值。国信证券则指出，教培龙头最新财报经营数据延续优异表现，双减政策带来的行业竞争格局改善的红利仍在显现。该券商预计这些公司仍将持续受益于此趋势。 ...

智通财经APP讯，枫叶教育(01317)发布公告，公司已于2024年2月9日根据该第二份经修订及重述信托契据的条款及条件悉数赎回所有发行在外债券。截至(但不包括)该日期应计但未付的所有利息亦已全额支付。 截至本公告日期，所有债券已获赎回，且无仍发行在外的债券。公司已向香港联合交易所有限公司申请撤回债券上市。该撤销上市预计将于2024年2月26日营业时间结束时生效。 ...

Financial Performance - For the fiscal year ending August 31, 2023, the group's revenue was RMB 1,151,200,000, an increase from RMB 989,800,000 for the previous year, representing a growth of 16.3%[8] - The profit for the fiscal year ending August 31, 2023, was RMB 5,100,000, a significant decrease from RMB 57,100,000 in the previous year, indicating a decline of 91.1%[8] - Adjusted net profit for the fiscal year ending August 31, 2023, was RMB 135,600,000, an increase of RMB 90,000,000 or 197.8% compared to the previous year[8] - Total revenue for the fiscal year ending August 31, 2023, was RMB 1,151,162,000, representing an increase from RMB 989,795,000 in 2022, which is a growth of approximately 16.3%[18] - Gross profit for the same period was RMB 503,282,000, with a gross margin of 43.7%, slightly up from 43.1% in 2022[18] - Adjusted net profit for 2023 was RMB 135,550,000, with an adjusted net profit margin of 11.8%, compared to 4.6% in 2022[18] - The company reported a net profit of RMB 5,120,000 for 2023, a significant decrease from RMB 57,125,000 in 2022[18] - The group recorded a profit before tax of RMB 52,500,000 for the fiscal year ended August 31, 2023, down from RMB 84,100,000 for the fiscal year ended August 31, 2022, representing a decrease in profit margin from 8.5% to 4.6%[87] - Income tax expenses increased from RMB 27,000,000 for the fiscal year ended August 31, 2022, to RMB 47,300,000 for the fiscal year ended August 31, 2023[88] - The group reported a profit of RMB 5,100,000 for the fiscal year ended August 31, 2023, compared to RMB 57,100,000 for the fiscal year ended August 31, 2022[89] Enrollment and Education Quality - Approximately 80.2% of the 2023 graduating class received offers from QS top 100 universities, highlighting the quality of education provided by the group[10] - The group has established partnerships with over 23 renowned domestic universities to provide various academic programs, enhancing options for high school graduates[10] - Total enrolled students increased by 1,103 or 12.1% from 9,130 in the 2021/2022 academic year to 10,233 in the 2022/2023 academic year, primarily due to an increase in high school students in China and middle and primary school students in Malaysia and Singapore[51] - The company reported a significant increase in student enrollment, with 1,145 students from the 2023 cohort receiving 4,282 admission offers from 236 universities across 18 countries and regions, achieving an acceptance rate of approximately 80.2% from QS top universities[159] Strategic Expansion - The group plans to expand its online education offerings, including world school curriculum, ESL, and CSL courses, to cater to both domestic and international learners[11] - The overseas expansion is a key long-term growth strategy, with a focus on increasing brand recognition in Southeast Asia and North America[12] - The group aims to develop its education industry chain business, providing professional catering services and school uniforms to universities, boarding schools, and corporate clients[12] - The group plans to expand its school network in Southeast Asia under the CIS and KIS brands, capitalizing on the growing demand for bilingual education in countries along the Belt and Road Initiative[62] - The group aims to increase student enrollment and tuition fees as part of its multi-faceted expansion strategy to become one of the largest international school operators globally[63] Operational Changes and Challenges - The group has adjusted its enrollment strategy from a pyramid structure to an inverted pyramid structure, focusing on high schools offering international curricula in China[38] - The group has implemented a hybrid learning model combining in-person and online teaching due to sporadic COVID-19 outbreaks in China during the 2022/2023 academic year[40] - The group continues to monitor the implementation of the "Implementation Regulations" and assess its ongoing impact on the company[39] - The group has faced significant uncertainty regarding the effectiveness and enforceability of contracts with affected schools due to the new regulations[35] - The group has taken measures to optimize its operational structure to mitigate the impact of the "Implementation Regulations" on private education institutions[36] Financial Management and Investments - Total assets as of August 31, 2023, were RMB 3,936,714,000, with total liabilities of RMB 2,439,198,000, resulting in total equity of RMB 1,497,516,000[21] - The company’s current liabilities decreased to RMB 2,278,173,000 in 2023 from RMB 2,463,471,000 in 2022[21] - The total borrowings increased to RMB 1,660,213,000 in 2023 from RMB 1,541,799,000 in 2022[21] - The company reported a fair value change of RMB 55,828,000 for convertible bonds, compared to a loss of RMB 26,352,000 in the previous year, indicating improved financial performance in this area[25] - The company issued $125 million of 2.25% convertible bonds due in 2026, with net proceeds of approximately $123.1 million after expenses[64] - As of August 31, 2023, the company redeemed 40% of the issued convertible bonds, totaling $50 million, with $75 million still outstanding[68] - The group’s debt-to-equity ratio increased from 1.06 as of August 31, 2022, to 1.11 as of August 31, 2023, due to increased borrowings[94] Governance and Management - The company has a strong management team with extensive experience in finance and education, including independent non-executive directors with backgrounds in accounting and finance[135][136][140] - The company has a significant focus on governance, with independent committees overseeing audit, remuneration, and nominations[135][138] - The board is responsible for overall risk management, including significant business decisions such as geographic expansion and tuition increases, which are reviewed and approved at the board level[156] - The independent non-executive directors have confirmed their independence, and the company believes all independent non-executive directors are independent[184] Employee Relations and Compensation - The company employed 297 IB-certified teachers as of August 31, 2023, up from 293 the previous year, ensuring quality education during expansion[55] - Total employee compensation, including director remuneration, amounted to RMB 483.7 million for the year ended August 31, 2023, compared to RMB 440.6 million for the year ended August 31, 2022[105] - The group has established various employee benefit plans, including provident funds, housing, medical, and unemployment benefits[105] - The executive director voluntarily reduced his annual salary by HKD 1 million for the year 2023 to help the company navigate challenges[105] Legal and Regulatory Compliance - The updated regulations on private education in China aim to ensure the protection of non-profit schools' rights and prevent improper transfer of educational revenues[34] - The company has established multiple contractual arrangements in China due to legal restrictions on foreign investment in compulsory education schools and non-profit kindergartens[193] - The board believes that the contractual arrangements are established in the normal course of business and are fair and reasonable to the overall interests of the shareholders[198] Miscellaneous - The company has implemented various internal energy-saving measures and has not faced any fines or penalties for violations of health, safety, or environmental regulations during the fiscal year ending August 31, 2023[155] - The company has not experienced any significant disputes with employees, customers, or suppliers during the fiscal year ending August 31, 2023[161]

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 全部或任何部分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 Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司* （於開曼群島註冊成立之有限公司） （股份代號：1317） 截 至2023年8月31日 止 年 度 之 年 度 業 績 公 告 中國楓葉教育集團有限公司*（「本公司」或「楓葉」，連同其附屬公司及綜合聯屬 實體，統稱「本集團」）董事（「董事」）會（「董事會」）欣然宣佈本集團截至2023年8月 31日止年度的經審核綜合年度業績。 主要財務摘要 截至8月31日止年度 2023年 2022年 人民幣千元 人民幣千元 百分比變動 收益 1,151,162 989,795 +16.3% 中國 465,580 431,140 +8.0% ...

Financial Performance - The adjusted net profit from continuing operations for the year ended August 31, 2022, was RMB 57,125 thousand, a significant improvement from a loss of RMB 671,919 thousand in the previous year[6] - The adjusted net profit for the year was RMB 45,516 thousand, a decrease from RMB 609,968 thousand in the previous year, reflecting challenges faced during the period[6] - The group's revenue from continuing operations increased to RMB 426,300,000, up 2.5% from RMB 415,800,000 in the previous year[61] - Investment and other income rose by 84.5% to RMB 140.2 million for the fiscal year ending August 31, 2022, compared to RMB 76 million in the previous year[29] - Revenue costs increased by RMB 38.2 million or 7.3% to RMB 563.5 million for the fiscal year ending August 31, 2022, primarily due to increased food service costs in Chinese schools[28] Assets and Liabilities - The total non-current assets as of August 31, 2022, amounted to RMB 5,160,584 thousand, showing a slight decrease from RMB 5,180,100 thousand in 2021[3] - The total current liabilities decreased to RMB 2,463,471 thousand in 2022 from RMB 3,301,873 thousand in 2021, indicating improved liquidity management[3] - The group’s bank borrowings amounted to RMB 763.1 million as of August 31, 2022, with 90.6% due within one year[32] - The capital to debt ratio improved significantly from 2.44 to 1.06, attributed to the repayment of bank borrowings during the year[67] Student Enrollment and Educational Offerings - Total student enrollment reached 9,130 in the 2021/2022 academic year, an increase from 8,773 in the previous year, representing a growth of 4.1%[17] - The company received over 7,353 university admission offers from 15 countries for its 1,848 graduating high school students in the 2021/2022 academic year[9] - The company has registered four for-profit kindergartens in Dalian, China, and one kindergarten in Chongqing for the 2022/2023 academic year[12] - The company plans to expand its online education offerings, including the World School curriculum, ESL courses, and CSL courses, targeting both domestic and international learners[13] - The company aims to shift its enrollment strategy to focus on developing high schools offering the World School curriculum, moving away from a pyramid structure[13] Operational Changes and Strategies - The company has optimized its operational structure to mitigate the impact of regulatory changes, including transitioning high school students to independent high schools[12] - The company’s strategy has shifted from a pyramid structure to an inverted pyramid structure, focusing on high schools offering world school curricula[20] - The group plans to expand its school network in Southeast Asia under the CIS and KIS brands, capitalizing on the growing demand for bilingual education[22] - Future outlook includes strategic planning to improve overall management and operational efficiency[49] - The company is exploring potential mergers and acquisitions to facilitate market expansion[60] Regulatory and Compliance Issues - The group is currently facing potential significant restrictions on its operations due to changes in Chinese laws and regulations regarding private education[89] - Any cancellation of tax benefits, particularly the tax-exempt status of its schools, could lead to a significant decrease in net income and adversely affect operational performance[89] - The implementation regulations issued by the State Council on September 1, 2021, prohibit foreign investment in private schools providing compulsory education through mergers and acquisitions, which may affect the company's existing contractual arrangements[164] - The company acknowledges potential risks associated with its contractual arrangements, including possible conflicts of interest and enforceability issues under Chinese law[114] Employee and Governance Matters - As of August 31, 2022, the group employed 1,873 full-time employees, a slight decrease from 1,890 employees as of August 31, 2021[74] - Total employee compensation, including directors' remuneration, amounted to RMB 440.6 million for the year ended August 31, 2022, compared to RMB 425.7 million for the previous year, reflecting an increase of approximately 3.5%[74] - The group has appointed several new independent directors in early 2023, indicating a potential shift in governance and strategic direction[76] - The independent non-executive directors confirmed their independence, ensuring compliance with regulatory requirements[150] Contracts and Agreements - The company has entered into exclusive call option agreements allowing the founder's sister to grant options to acquire interests in Dalian Youwen and Wuhan Foreign Children School at no cost or the minimum amount permitted by Chinese law[92] - The exclusive management consulting and business cooperation agreements established with various educational groups ensure comprehensive business management and educational consulting services, with fees charged for these services[94] - The company has established a series of equity pledge agreements to secure the obligations under the exclusive management consulting and business cooperation agreements[93] - The company has established exclusive management and business cooperation agreements with Dalian Foreign Children School and Wuhan Foreign Children School, providing comprehensive educational consulting services and technical support[162] Financial and Shareholder Matters - The company has adopted a dividend policy to distribute at least 40% of its annual adjusted net profit as dividends to shareholders, subject to the board's discretion based on financial performance and other factors[96] - The issuance of convertible bonds at an initial conversion price of HKD 2.525 per share could lead to the issuance of approximately 383.9 million new shares, representing 12.82% of the total issued shares as of August 31, 2022[25] - The total number of issued shares as of August 31, 2022, is 2,995,320,920[185] - The company chairman, Mr. Ren, will no longer hold at least 45% of the issued share capital, reducing to at least 40% after the issuance of shares under financing agreements[124] Risk Management - The group may lose the ability to use and enjoy certain important assets if any of its Chinese subsidiaries enter bankruptcy or liquidation proceedings, which could significantly impact its business and revenue-generating capacity[89] - The company is currently evaluating the impact of recent terminations of consolidated accounts on related party balances as per listing rules[197] - The company is subject to uncertainties regarding the validity and enforceability of existing contractual arrangements due to the new regulations[166]