股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 民生教育集团有限公司 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01569 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | USD | | 0.00001 USD | | 100,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 10,000,000,000 | USD | | 0.00001 USD | | 100,000 | 本月底法定/註冊股本總額： USD 100 ...

Minsheng Education Group Company Limited (the "Company") – Notice of Publication of Interim Report 2025 (the "Current Corporate Communications") Minsheng Education Group Company Limited 民生教育集团有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) (Stock Code 股份代號: 1569) N O T I F I C AT I O N L E T T E R 通 知 信 函 29 September 2025 Dear Non-registered holders(Note 1) The Current Corporate Communications of the Company have been published in English and Chinese languages and are av ...

Dear Registered Shareholders, 29 September 2025 Minsheng Education Group Company Limited (the "Company") Minsheng Education Group Company Limited 民生教育集团有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) (Stock Code 股份代號: 1569) N O T I F I C AT I O N L E T T E R 通 知 信 函 – Notice of Publication of Interim Report 2025 (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are availabl ...

Corporate Information [Board of Directors](index=3&type=section&id=Board%20of%20Directors) The Board of Directors includes executive, non-executive, and independent non-executive directors, and committee leadership - Board members include Mr. Li Xuechun (Chairman), Ms. Zhang Weiping (Vice Chairman), Mr. Zuo Yichen, Mr. Lin Yilong (Executive Directors), Mr. Liang Xingchao, Ms. Li Yanping (Non-executive Directors), and Mr. Chen Yisheng, Mr. Yu Huangcheng, Mr. Wang Weihong (Independent Non-executive Directors)[5](index=5&type=chunk)[6](index=6&type=chunk) - Mr. Chen Yisheng chairs the Audit Committee, Mr. Wang Weihong chairs the Remuneration Committee, and Mr. Yu Huangcheng chairs the Nomination Committee[5](index=5&type=chunk)[6](index=6&type=chunk) [Company Information Details](index=3&type=section&id=Company%20Information%20Details) This section provides essential company information, including legal counsel, auditor, registered office, principal places of business, share registrar, and stock code - The company's legal counsel is Morgan Lewis & Bockius (Hong Kong Law), and its auditor is Ernst & Young[7](index=7&type=chunk) - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in mainland China located in Beijing, and its principal place of business in Hong Kong SAR located in Admiralty[7](index=7&type=chunk)[8](index=8&type=chunk) - The Hong Kong share registrar is Hong Kong Registrars Limited, the principal bankers are Industrial and Commercial Bank of China Chongqing Heyang Branch, and the stock code is 1569[9](index=9&type=chunk) Management Discussion and Analysis [Business Review](index=6&type=section&id=Business%20Review) The Group, a leading "Internet+" vocational education provider, offers integrated services across eight business segments, operating 10 schools with approximately 100,000 students - The Group has established eight major business segments, including campus education, online education services, vocational skills enhancement and training, human resources services, digital industry-education integration services, education informatization services, examination and assessment services, and international education services[10](index=10&type=chunk)[12](index=12&type=chunk) Group Operating Scale as of June 30, 2025 | Indicator | Quantity | | :--- | :--- | | Number of operated/managed schools | 10 schools (7 higher education institutions, 2 secondary vocational schools, 1 high school) | | Total enrolled students | Approximately 100,000 people | | Full-time undergraduate students | Approximately 61,000 people | | Number of learning centers | Over 1,900 (covering 31 provinces, municipalities, and autonomous regions nationwide) | | Partner institutions | Over 1,500 | | Human resources companies | Approximately 950 companies | | Employers | Approximately 44,000 companies | | Linked C-end users | Approximately 3.3 million people | | Job demands | Approximately 4.1 million positions | | Total scale of students and users served | Accumulated over 50 million | - During the reporting period, the company signed a revolving loan facility letter with CITIC Bank International Limited for up to **RMB 300 million**[13](index=13&type=chunk)[17](index=17&type=chunk) - The Group's institutions' enrollment plan for the 2025/2026 academic year increased significantly by approximately **24.0%**, with undergraduate program enrollment increasing by approximately **29.0%**[15](index=15&type=chunk)[17](index=17&type=chunk) [Future Outlook](index=7&type=section&id=Future%20Outlook) Supported by government policies, the Group will continue to advance high-quality higher education, optimize teaching environments and faculty, and build a digital "learning, employment, entrepreneurship" service platform ecosystem, accelerating the application of big data and AI in its operations to empower talent cultivation - The government has allocated **RMB 31.257 billion** to support the modern vocational education quality improvement plan, promoting the modernization and high-quality development of vocational education[16](index=16&type=chunk)[18](index=18&type=chunk) - The Group will continue to increase resource investment, optimize teaching environments and equipment, strengthen its professional teaching team, provide high-quality teaching services, and promote high-quality student employment[19](index=19&type=chunk)[21](index=21&type=chunk) - The Group will comprehensively advance the digitalization and intelligence of learning, employment, and entrepreneurship services, covering the entire chain from enrollment, assessment, teaching, examination, practical training, employment, to entrepreneurship[20](index=20&type=chunk)[22](index=22&type=chunk) - The Group will accelerate the widespread application of cutting-edge technologies such as big data and artificial intelligence in its business areas to empower education and talent development[23](index=23&type=chunk)[25](index=25&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) Total revenue decreased by **17.1%** due to reduced online education, leading to a significant decline in profit for the period and adjusted net profit Key Financial Indicators Changes (Six Months Ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 894.8 | 1,079.8 | -17.1% | Decrease in online education revenue | | Cost of sales | 539.4 | 498.9 | +8.1% | Increase in depreciation, amortization, and staff costs | | Gross profit | 355.4 | 580.8 | -38.8% | Increase in campus education expenses | | Gross profit margin | 39.7% | 53.8% | -14.1% | Increase in campus education expenses | | Other income and gains | 55.8 | 71.5 | -22.1% | Decrease in short-term investment income | | Selling expenses | 54.3 | 98.0 | -44.6% | Decrease in sales and marketing staff salaries and promotion costs | | Administrative expenses | 196.2 | 240.3 | -18.4% | Effective control of administrative expenses | | Other expenses, net | 22.3 | 59.7 | -62.6% | Significant decrease in impairment losses on financial assets | | Finance costs | 67.4 | 68.4 | -1.5% | Remained stable | | Profit for the period | 49.4 | 113.2 | -56.4% | Comprehensive impact of the above factors | | Adjusted net profit | 57.1 | 131.5 | -56.6% | Comprehensive impact of the above factors | | Adjusted net profit margin | 6.4% | 12.2% | -5.8% | Comprehensive impact of the above factors | [Financial and Liquidity Position](index=13&type=section&id=Financial%20and%20Liquidity%20Position) Net current assets increased, but total current assets decreased due to lower cash; interest-bearing borrowings rose, increasing the gearing ratio to **42.3%**, while contingent liabilities and arbitration remain Current Assets and Liabilities (As of June 30, 2025) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Net current assets | 903.9 | 758.5 | +19.2% | | Total current assets | 3,733.8 | 4,222.3 | -11.5% | | Total current liabilities | 2,829.9 | 3,463.8 | -18.3% | Interest-Bearing Financial Institution Loans and Other Borrowings (As of June 30, 2025) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Total | 2,535.9 | 2,198.3 | +15.4% | | Interest rate range | 2.2% - 24.0% | 2.2% - 24.0% | - | - The Group is in dispute with Lead Group regarding a put option for **49%** equity, with the seller claiming an inflated exercise price, while Minsheng Vocational Education believes the exercise is invalid and it has no obligation to purchase[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - Arbitration is ongoing, and the Group has made no provision for this[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - The Group provided a **RMB 400 million** loan to Lead Guojiao Education Technology (Beijing) Co., Ltd., secured by **49%** of Lead Group's shares[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - The seller claims the loan obligation has been offset, but the Group believes the outstanding principal and interest, and the pledge, remain in effect, with related arbitration ongoing[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) Pledged Assets (As of June 30, 2025) | Type of Pledged Asset | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Net long-term assets | 78.3 | 79.2 | | Time deposits | 897.6 | 551.3 | - The Group's majority of revenue and expenses are denominated in RMB, with some bank balances denominated in USD and HKD[70](index=70&type=chunk)[74](index=74&type=chunk) - The Group currently has no foreign exchange hedging policy, but management continuously monitors foreign currency exchange risk[70](index=70&type=chunk)[74](index=74&type=chunk) Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 42.3% | 37.0% | Other Information [Directors' and Chief Executive's Interests and Short Positions in Share, Underlying Shares and Debentures](index=17&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Share,%20Underlying%20Shares%20and%20Debentures) Directors and key executives hold long positions in company shares, with Chairman Li Xuechun holding **71.71%** through controlled entities Directors' Long Positions in Company Shares (As of June 30, 2025) | Director Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | | Mr. Li Xuechun | Interest in controlled corporation | 3,024,604,000 | 71.71% | | Ms. Zhang Weiping | Beneficial owner | 20,000,000 | 0.47% | | Mr. Zuo Yichen | Beneficial owner | 5,400,000 | 0.13% | | Mr. Lin Yilong | Beneficial owner | 5,400,000 | 0.13% | | Ms. Li Yanping | Beneficial owner | 800,000 | 0.02% | - Save as disclosed above, as of June 30, 2025, no chief executive or any director of the company had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations[81](index=81&type=chunk)[83](index=83&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=18&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) Minsheng Group is the largest shareholder with **71.71%** equity, while Huachang International and its affiliates hold **7.87%** Substantial Shareholders' Long Positions in Company Shares (As of June 30, 2025) | Shareholder Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | | Minsheng Group | Beneficial owner | 3,024,604,000 | 71.71% | | Huachang International Limited | Beneficial owner | 332,000,000 | 7.87% | | Huaqin Development Limited | Interest in controlled corporation | 332,000,000 | 7.87% | | OCT (Asia) Holdings Limited | Interest in controlled corporation | 332,000,000 | 7.87% | | Pacific Climax Limited | Interest in controlled corporation | 332,000,000 | 7.87% | | Hong Kong OCT Limited | Interest in controlled corporation | 332,000,000 | 7.87% | | Shenzhen OCT Co., Ltd. | Interest in controlled corporation | 332,000,000 | 7.87% | | OCT Group Co., Ltd. | Interest in controlled corporation | 332,000,000 | 7.87% | - Huachang International Limited is wholly owned by Huaqin Development Limited, which is ultimately traceable to OCT Group Co., Ltd., thus these companies are deemed to have an interest in the shares held by Huachang International Limited[86](index=86&type=chunk)[89](index=89&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) The share option scheme, adopted in 2017, has **44,700,000** unexercised options, with no grants, exercises, cancellations, or lapses during the period Share Option Details (As of June 30, 2025) | Participant Category and Name | Date of Grant | Exercise Price (HKD) | Unexercised as of January 1, 2025 | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Zhang Weiping | 31/8/2017 | 1.39 | 12,000,000 | 12,000,000 | | Zhang Weiping | 27/8/2018 | 1.66 | 8,000,000 | 8,000,000 | | Zuo Yichen | 31/8/2017 | 1.39 | 3,000,000 | 3,000,000 | | Zuo Yichen | 27/8/2018 | 1.66 | 2,400,000 | 2,400,000 | | Lin Yilong | 31/8/2017 | 1.39 | 3,000,000 | 3,000,000 | | Lin Yilong | 27/8/2018 | 1.66 | 2,400,000 | 2,400,000 | | Li Yanping | 27/8/2018 | 1.66 | 800,000 | 800,000 | | Other employees | 31/8/2017 | 1.39 | 3,000,000 | 3,000,000 | | Other employees | 27/8/2018 | 1.66 | 8,300,000 | 8,300,000 | | Other employees | 19/8/2019 | 1.42 | 700,000 | 700,000 | | Other employees | 21/8/2020 | 1.22 | 1,100,000 | 1,100,000 | | **Total** | | | **44,700,000** | **44,700,000** | - As of June 30, 2025, the number of remaining shares available for issue under the share option scheme was **400,000,000** shares, representing approximately **9.48%** of the company's total issued shares[98](index=98&type=chunk)[102](index=102&type=chunk) - During the reporting period, no share options were granted, exercised, cancelled, or lapsed[96](index=96&type=chunk)[99](index=99&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [Employee and Remuneration Policies](index=22&type=section&id=Employee%20and%20Remuneration%20Policies) The Group employs approximately **6,800** staff, with remuneration based on performance and market rates, offering comprehensive benefits and training programs - As of June 30, 2025, the Group employed approximately **6,800** staff in mainland China and Hong Kong SAR, a slight increase from **6,700** as of December 31, 2024[100](index=100&type=chunk)[104](index=104&type=chunk) - The Group provides comprehensive training programs for its employees and participates in various employee social security schemes managed by local governments[101](index=101&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[112](index=112&type=chunk) - The Remuneration Committee is responsible for reviewing the remuneration policies and structure for directors and senior management, considering operating results, individual performance, and market practices[106](index=106&type=chunk)[112](index=112&type=chunk) [Compliance and Governance](index=23&type=section&id=Compliance%20and%20Governance) The company complied with relevant laws, corporate governance codes, and director securities trading standards, with no interim dividend recommended - During the reporting period and up to the date of this interim report, the Group has complied with relevant laws and regulations that have a material impact on the company[108](index=108&type=chunk)[113](index=113&type=chunk) - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[109](index=109&type=chunk)[114](index=114&type=chunk) - The company has complied with all code provisions set out in the Corporate Governance Code in Appendix C1 of the Listing Rules during the reporting period[110](index=110&type=chunk)[115](index=115&type=chunk) - All directors have confirmed compliance with the Model Code set out in Appendix C3 of the Listing Rules throughout the reporting period[111](index=111&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[121](index=121&type=chunk) - The Board's Audit Committee, together with management, has reviewed the accounting standards and policies adopted by the Group, as well as the unaudited interim condensed consolidated financial statements[119](index=119&type=chunk)[123](index=123&type=chunk) [Acquisition in Progress During the Reporting Period](index=25&type=section&id=Acquisition%20in%20Progress%20During%20the%20Reporting%20Period) Two significant acquisitions, Qufu Changyong and Nanchang Hezhitong (both **51%** equity), remain in progress and are not yet completed - Chongqing Yuecheng signed a share transfer agreement on November 23, 2018, to acquire **51%** equity in Qufu Changyong Enterprise Management Consulting Co., Ltd. for **RMB 91.8 million**, thereby indirectly holding **51%** of the school sponsor's rights in Qufu Yuandong Vocational Technical College[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - This acquisition has not yet been completed[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - Chongqing Yiersheng signed an equity transfer agreement on March 15, 2019, to conditionally acquire **51%** equity in Nanchang Hezhitong Education Consulting Co., Ltd. for **RMB 510 million**, thereby indirectly holding **51%** of the school sponsor's rights in Nanchang Vocational University[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - This acquisition has not yet been completed[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) [Litigation and Arbitration](index=26&type=section&id=Litigation%20and%20Arbitration) This section refers to the put option dispute over **49%** equity in Lead Group and arbitration regarding a loan to Lead Guojiao Education Technology (Beijing) Co., Ltd - For further details on litigation and arbitration, please refer to the "Contingent Liabilities" sub-section under the "Management Discussion and Analysis" section in this interim report[132](index=132&type=chunk)[136](index=136&type=chunk) - No significant events affecting the company or any of its subsidiaries occurred after the reporting period and up to the date of this interim report[132](index=132&type=chunk)[136](index=136&type=chunk) [Purchase, Sale or Redemption of Listed Securities of the Company](index=26&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities%20of%20the%20Company) Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, with zero treasury shares held - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities (including sales of treasury shares)[133](index=133&type=chunk)[137](index=137&type=chunk) - As of June 30, 2025, the number of treasury shares held by the company was zero[133](index=133&type=chunk)[137](index=137&type=chunk) [Significant Investments Held and Future Plans for Material Investments or Acquiring Capital Assets](index=27&type=section&id=Significant%20Investments%20Held%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Acquiring%20Capital%20Assets) The Group held equity investments at fair value through profit or loss, with no other material investment or capital asset acquisition plans disclosed - The Group held equity investments at fair value through profit or loss for the six months ended June 30, 2025[138](index=138&type=chunk)[141](index=141&type=chunk) - Save as disclosed in this interim report, as of June 30, 2025, the Group had no plans for material investments or acquiring capital assets[138](index=138&type=chunk)[141](index=141&type=chunk) [Material Acquisitions and Disposals](index=27&type=section&id=Material%20Acquisitions%20and%20Disposals) No material acquisitions or disposals of subsidiaries, associates, or joint ventures occurred during the period, other than those disclosed - Save as disclosed in this interim report, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period[139](index=139&type=chunk)[142](index=142&type=chunk) [Loan Agreements with Covenant Relating to Specific Performance of the Controlling Shareholders](index=27&type=section&id=Loan%20Agreements%20with%20Covenant%20Relating%20to%20Specific%20Performance%20of%20the%20Controlling%20Shareholders) Loan agreements with financial institutions include covenants requiring controlling shareholders to maintain their stake, with breaches constituting default events - Loan agreements with International Finance Corporation, Bank of China Macau Branch, DEG, and BEA Beijing Branch all require the ultimate controlling shareholder, Mr. Li Xuechun and/or Minsheng Group, to maintain not less than **51%** legal and beneficial ownership or the status of the single largest shareholder and actual control of the company[145](index=145&type=chunk)[148](index=148&type=chunk)[152](index=152&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk)[162](index=162&type=chunk)[165](index=165&type=chunk)[168](index=168&type=chunk) - A breach of any specific performance covenant will constitute an event of default under the loan agreements, entitling the lenders to demand repayment of all or part of the loans[149](index=149&type=chunk)[153](index=153&type=chunk)[159](index=159&type=chunk)[163](index=163&type=chunk) - As of the date of this report, Minsheng Group holds approximately **71.71%** of the company's issued shares[168](index=168&type=chunk)[169](index=169&type=chunk) [Loan from International Finance Corporation](index=27&type=section&id=Loan%20from%20International%20Finance%20Corporation) Loan agreements with IFC, totaling up to **RMB 400 million** and **USD 51 million**, require controlling shareholders to maintain at least **51%** ownership - Chongqing Minsheng signed an RMB loan agreement with International Finance Corporation, initially for a total of up to **RMB 750 million**, later adjusted to **RMB 400 million**[140](index=140&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[147](index=147&type=chunk) - Minsheng Education signed a USD loan agreement with International Finance Corporation for a total of up to **USD 51 million**, equivalent to **RMB 350 million**[144](index=144&type=chunk)[147](index=147&type=chunk) - The loan term is **8** years, with repayment in **11** equal installments starting from June 15, 2023[143](index=143&type=chunk)[147](index=147&type=chunk) [Loan from Bank of China Limited Macau Branch](index=29&type=section&id=Loan%20from%20Bank%20of%20China%20Limited%20Macau%20Branch) A **USD 44.8 million** term loan from Bank of China Macau requires Mr. Li Xuechun to maintain at least **51%** of the company's issued share capital - The company signed a facility agreement with Bank of China Macau Branch for a term loan facility of up to **USD 44.8 million**, with a loan term of **5** years[151](index=151&type=chunk)[156](index=156&type=chunk) - The loan will be used for the Group's mergers and acquisitions and general working capital purposes[151](index=151&type=chunk)[156](index=156&type=chunk) - The agreement requires Mr. Li Xuechun to maintain direct or indirect ownership of not less than **51%** of the company's issued share capital[152](index=152&type=chunk)[156](index=156&type=chunk) [Loan from DEG](index=29&type=section&id=Loan%20from%20DEG) A **USD 28.24 million** loan from DEG, due by June 15, 2028, mandates Mr. Li Xuechun and Minsheng Group to retain at least **51%** control - Minsheng Education signed a loan agreement with DEG for a total of up to **USD 28.24 million**, with the latest repayment date being June 15, 2028[155](index=155&type=chunk)[157](index=157&type=chunk) - The loan began repayment in **11** semi-annual installments on June 15, 2023, for the Group's business expansion and daily operations[155](index=155&type=chunk)[157](index=157&type=chunk) - The agreement requires Mr. Li Xuechun and Minsheng Group to each maintain legal and beneficial ownership of not less than **51%** of Minsheng Group's shares, and Minsheng Group to maintain legal and beneficial ownership of not less than **51%** of the company's shares[158](index=158&type=chunk)[162](index=162&type=chunk) [Loan from BEA Beijing Branch](index=30&type=section&id=Loan%20from%20BEA%20Beijing%20Branch) A **USD 15.12 million** loan from BEA Beijing requires Mr. Li Xuechun to remain the single largest shareholder and maintain actual control - The company signed a loan contract with BEA (China) Limited Beijing Branch for a total of **USD 15.12 million**[160](index=160&type=chunk)[165](index=165&type=chunk) - The loan will be repaid according to the repayment schedule, with the final repayment date being three years from the date of the first drawdown[160](index=160&type=chunk)[165](index=165&type=chunk) - The agreement requires Mr. Li Xuechun to maintain his status as the single largest shareholder and actual control of the company[161](index=161&type=chunk)[165](index=165&type=chunk) [Loan from CITIC Bank International](index=31&type=section&id=Loan%20from%20CITIC%20Bank%20International) A **RMB 300 million** revolving loan from CITIC Bank International requires Mr. Li Xuechun to maintain at least **51%** controlling interest - The company signed a facility letter with CITIC Bank International for a revolving loan facility of up to **RMB 300 million** or its equivalent in foreign currency[167](index=167&type=chunk)[169](index=169&type=chunk) - The final repayment date for the loan is no more than one year from the date of the first drawdown[167](index=167&type=chunk)[169](index=169&type=chunk) - The agreement requires Mr. Li Xuechun to maintain a controlling interest of not less than **51%** in the company[168](index=168&type=chunk)[169](index=169&type=chunk) Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss Summary](index=31&type=section&id=Profit%20or%20Loss%20Summary) Revenue decreased by **17.1%** to **RMB 894.8 million**, with profit for the period falling **56.4%** to **RMB 49.4 million**, resulting in a loss attributable to parent owners Key Profit or Loss Data (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 894,786 | 1,079,786 | -17.1% | | Cost of sales | (539,374) | (498,948) | +8.1% | | Gross profit | 355,412 | 580,838 | -38.8% | | Other income and gains | 55,762 | 71,543 | -22.1% | | Selling expenses | (54,297) | (98,046) | -44.6% | | Administrative expenses | (196,236) | (240,309) | -18.4% | | Other expenses, net | (22,332) | (59,675) | -62.6% | | Finance costs | (67,351) | (68,419) | -1.5% | | Profit before tax | 70,958 | 185,932 | -61.8% | | Income tax expense | (21,597) | (72,767) | -70.3% | | Profit for the period | 49,361 | 113,165 | -56.4% | Profit for the Period Attributable (Six Months Ended June 30) | Attributable to | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Owners of the parent | (4,075) | 104,802 | | Non-controlling interests | 53,436 | 8,363 | | **Total** | **49,361** | **113,165** | (Loss)/Earnings Per Share (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic and diluted (loss)/earnings per share | RMB(0.0010) | RMB0.0248 | Interim Condensed Consolidated Statement of Financial Position [Financial Position Summary](index=33&type=section&id=Financial%20Position%20Summary) Total assets less current liabilities were **RMB 7,880.8 million**, with net assets at **RMB 5,992.2 million**, reflecting decreases in current assets and liabilities Key Balance Sheet Data (As of June 30, 2025) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total non-current assets | 6,976,905 | 7,033,089 | | Total current assets | 3,733,808 | 4,222,337 | | Total current liabilities | 2,829,903 | 3,463,788 | | Net current assets | 903,905 | 758,549 | | Total assets less current liabilities | 7,880,810 | 7,791,638 | | Total non-current liabilities | 1,888,630 | 1,853,646 | | Net assets | 5,992,180 | 5,937,992 | | Total equity | 5,992,180 | 5,937,992 | - The decrease in current assets was primarily attributable to a decrease in cash and cash equivalents during the reporting period[54](index=54&type=chunk)[59](index=59&type=chunk) - The decrease in current liabilities was primarily due to a decrease in contract liabilities during the reporting period[55](index=55&type=chunk)[59](index=59&type=chunk) Interim Condensed Consolidated Statement of Changes in Equity [Equity Changes Summary](index=35&type=section&id=Equity%20Changes%20Summary) Total equity slightly increased to **RMB 5,992.2 million**, with parent owners' equity at **RMB 5,036.5 million** and non-controlling interests at **RMB 955.7 million** Key Equity Changes Data (Six Months Ended June 30) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Share capital | 322 | 322 | | Reserves | 5,036,206 | 5,035,913 | | Equity attributable to owners of the parent | 5,036,528 | 5,036,235 | | Non-controlling interests | 955,652 | 901,757 | | **Total equity** | **5,992,180** | **5,937,992** | - Profit for the period was **RMB 49,361 thousand**, of which **RMB 4,075 thousand** was a loss attributable to owners of the parent, and **RMB 53,436 thousand** was profit attributable to non-controlling interests[175](index=175&type=chunk) - Total other comprehensive income for the period was **RMB 4,815 thousand**, primarily from exchange differences on translation of financial statements[175](index=175&type=chunk) Interim Condensed Consolidated Statement of Cash Flows [Cash Flows Summary](index=37&type=section&id=Cash%20Flows%20Summary) Net cash used in operating, investing, and financing activities totaled **RMB 583.5 million**, **RMB 169.4 million**, and **RMB 66.7 million**, respectively, leading to a significant decrease in period-end cash Key Cash Flow Data (Six Months Ended June 30) | Cash Flow Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows used in operating activities | (583,450) | (779,026) | | Net cash flows used in investing activities | (169,385) | (190,407) | | Net cash flows used in financing activities | (66,705) | (20,737) | | Net decrease in cash and cash equivalents | (819,540) | (990,170) | | Cash and cash equivalents at beginning of period | 2,520,311 | 3,189,846 | | Cash and cash equivalents at end of period | 1,695,488 | 2,194,356 | - The decrease in net cash flows used in operating activities was primarily due to an increase in cash used in operations resulting from a decrease in contract liabilities[179](index=179&type=chunk) - Net cash flows used in investing activities were mainly affected by the purchase and maturity of short-term investments[180](index=180&type=chunk) - The increase in net cash flows used in financing activities was primarily due to new bank loans and other borrowings, as well as repayment of bank and other borrowings[181](index=181&type=chunk) Notes to the Interim Condensed Consolidated Financial Information [Corporate and Group Information](index=42&type=section&id=Corporate%20and%20Group%20Information) The company, incorporated in the Cayman Islands on December 13, 2005, primarily provides educational services in China - The company was incorporated in the Cayman Islands as an exempted company with limited liability on December 13, 2005[182](index=182&type=chunk)[185](index=185&type=chunk) - For the six months ended June 30, 2025, the Group primarily provided educational services in the People's Republic of China[183](index=183&type=chunk)[185](index=185&type=chunk) [Basis of Preparation](index=42&type=section&id=Basis%20of%20Preparation) Unaudited interim condensed consolidated financial information is prepared in RMB under IAS 34, consistent with 2024 annual accounting policies - The financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[184](index=184&type=chunk)[186](index=186&type=chunk) - The financial information is presented in RMB, and all amounts are rounded to the nearest thousand[184](index=184&type=chunk)[186](index=186&type=chunk) [Changes in Accounting Policies and Disclosures](index=43&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) Revised IFRS accounting standards, specifically IAS 21 (Revised) 'Lack of Exchangeability,' were adopted but had no impact due to the Group's convertible currencies - International Accounting Standard 21 (Revised) "Lack of Exchangeability" was adopted for the first time in the current period[187](index=187&type=chunk)[189](index=189&type=chunk) - As the currencies used for transactions by the Group and the functional currencies used by Group entities for translation into the Group's presentation currency are convertible, these amendments had no impact on the interim condensed consolidated financial information[188](index=188&type=chunk)[189](index=189&type=chunk) [Operating Segment Information](index=44&type=section&id=Operating%20Segment%20Information) The Group operates two segments, campus and online education, with campus education revenue at **RMB 782.8 million** and online education at **RMB 112.0 million** - The Group has two reportable operating segments: campus education and online education[190](index=190&type=chunk)[194](index=194&type=chunk) Segment Revenue (Six Months Ended June 30) | Segment | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Campus education | 782,801 | 752,217 | | Online education | 111,985 | 327,569 | | **Total** | **894,786** | **1,079,786** | Segment Results (Six Months Ended June 30) | Segment | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Campus education | 268,826 | 283,924 | | Online education | (98,177) | (2,372) | | **Total** | **170,649** | **281,552** | Segment Assets and Liabilities (As of June 30, 2025) | Segment | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Campus education assets | 9,983,401 | 10,463,743 | | Online education assets | 2,436,361 | 2,516,331 | | Campus education liabilities | 2,781,874 | 3,515,987 | | Online education liabilities | 2,441,343 | 2,426,207 | [Revenue, Other Income and Gains](index=47&type=section&id=Revenue,%20Other%20Income%20and%20Gains) Total revenue was **RMB 894.8 million**, primarily from tuition and accommodation fees, with other income at **RMB 55.8 million**, while online education revenue significantly declined Revenue from Contracts with Customers (Six Months Ended June 30) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Tuition fees | 717,682 | 690,920 | +3.9% | | Accommodation fees | 65,119 | 61,297 | +6.2% | | Distance education services | 50,184 | 209,296 | -76.0% | | Teacher training services | 9,262 | 13,570 | -31.7% | | Online course services | 14,567 | 10,676 | +36.4% | | Sale of books | 6,406 | 15,615 | -59.0% | | Other education services | 31,566 | 78,412 | -59.7% | | **Total** | **894,786** | **1,079,786** | **-17.1%** | Other Income and Gains (Six Months Ended June 30) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Short-term investment income | 8,809 | 22,071 | -60.1% | | Rental income | 10,693 | 3,756 | +184.7% | | Bank interest income | 4,271 | 4,080 | +4.7% | | Government grants | 14,644 | 13,382 | +9.4% | | Net exchange gains | 4,763 | 9,202 | -48.3% | | **Total** | **55,762** | **71,543** | **-22.1%** | - Government grants are primarily used to compensate for operating expenses and teaching facility expenditures for school teaching activities, with no unfulfilled conditions or contingencies[202](index=202&type=chunk)[204](index=204&type=chunk) [Profit Before Tax](index=50&type=section&id=Profit%20Before%20Tax) Profit before tax was **RMB 71.0 million**, influenced by various expenses and income, including depreciation, amortization, employee benefits, and financial asset impairment Expenses/Income Affecting Profit Before Tax (Six Months Ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 85,013 | 83,433 | | Depreciation of right-of-use assets | 15,603 | 19,340 | | Amortization of other intangible assets | 15,491 | 40,053 | | Total employee benefit expenses | 367,095 | 391,146 | | Total impairment of financial assets | 17,867 | 58,141 | | Investment income from short-term investments | (8,809) | (22,071) | | Bank interest income | (4,271) | (4,080) | | Fair value loss/(gain) on equity investments | 2,676 | (4,182) | - Total employee benefit expenses (including directors' emoluments) amounted to **RMB 367,095 thousand**, a decrease from **RMB 391,146 thousand** in the prior period[212](index=212&type=chunk) - Impairment losses on financial assets significantly decreased from **RMB 58,141 thousand** in 2024 to **RMB 17,867 thousand** in 2025[215](index=215&type=chunk) [Income Tax](index=52&type=section&id=Income%20Tax) Income tax expense significantly decreased to **RMB 21.6 million**, with various corporate income tax rates applied, including preferential rates for certain entities Income Tax Expense (Six Months Ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current - Mainland China | 23,875 | 127,203 | | Deferred | (2,278) | (54,436) | | **Total** | **21,597** | **72,767** | - Companies operating in mainland China are subject to a corporate income tax rate of **25%** on their respective taxable income[222](index=222&type=chunk)[223](index=223&type=chunk) - Some companies enjoy preferential tax rates of **15%** (e.g., schools under the Western Development Tax Incentive Program and high-tech enterprises) and **20%** (e.g., small and micro enterprises)[222](index=222&type=chunk)[223](index=223&type=chunk) - The Group's operating school in Yunnan, China, has been re-designated as a for-profit private school and enjoys a **15%** preferential tax rate under the Western Development Tax Incentive Program[224](index=224&type=chunk)[228](index=228&type=chunk) [Interim Dividend](index=54&type=section&id=Interim%20Dividend) The Board does not recommend any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[225](index=225&type=chunk)[229](index=229&type=chunk) [Losses/Earnings Per Share Attributable to Ordinary Equity Holders of the Parent](index=54&type=section&id=Losses/Earnings%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) Basic and diluted loss per share attributable to parent owners was **RMB (0.0010)**, with share options having an anti-dilutive effect (Loss)/Earnings Per Share Calculation (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | (Loss)/profit attributable to owners of the parent | (4,075) | 104,802 | | Weighted average number of ordinary shares in issue | 4,217,720,000 | 4,217,720,000 | | Basic and diluted (loss)/earnings per share | RMB(0.0010) | RMB0.0248 | - No adjustment has been made to the basic earnings per share amount for the dilutive impact of share options, as they had an anti-dilutive effect on the basic earnings per share amount presented[227](index=227&type=chunk)[230](index=230&type=chunk) [Property, Plant and Equipment](index=56&type=section&id=Property,%20Plant%20and%20Equipment) The Group acquired **RMB 62.4 million** in property, plant, and equipment, and disposed of assets with a net book value of **RMB 0.3 million**, realizing a net gain of **RMB 0.4 million** Property, Plant and Equipment Changes (Six Months Ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of additions | 62,353 | 179,787 | | Net book value of assets disposed | 269 | 8,826 | | Net gain on disposal | 411 | 382 | [Financial Assets at Fair Value Through Profit or Loss](index=56&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) Total financial assets at fair value through profit or loss amounted to **RMB 120.7 million**, primarily comprising contingent consideration, short-term, and equity investments Financial Assets at Fair Value Through Profit or Loss (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current assets: Contingent consideration | 107,301 | 107,301 | | Current assets: Short-term investments | 2,500 | – | | Non-current assets: Equity investments | 10,850 | 13,729 | | **Total** | **120,651** | **121,030** | [Other Non-Current Assets](index=57&type=section&id=Other%20Non-Current%20Assets) Other non-current assets totaled **RMB 264.0 million**, mainly advance payments for land use rights and acquisitions of private schools and companies Other Non-Current Assets (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments for acquisition of land use rights | 234,575 | 234,575 | | Prepayments for acquisition of private schools and companies | 19,260 | 19,260 | | Long-term prepayments, other receivables and other assets | 10,191 | 9,852 | | **Total** | **264,026** | **263,687** | [Trade Receivables](index=57&type=section&id=Trade%20Receivables) Total trade receivables were **RMB 367.4 million**, with the largest portion due within one year Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 212,199 | 295,130 | | 1 to 2 years | 134,363 | 78,513 | | 2 to 3 years | 19,220 | 9,360 | | Over 3 years | 1,650 | 848 | | **Total** | **367,432** | **383,851** | [Trade Payables](index=58&type=section&id=Trade%20Payables) Total trade payables decreased to **RMB 449.4 million**, are interest-free, and typically settled within **30-60** days Ageing Analysis of Trade Payables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 277,190 | 407,255 | | 1 to 2 years | 90,148 | 86,539 | | 2 to 3 years | 76,991 | 6,714 | | Over 3 years | 5,054 | 25 | | **Total** | **449,383** | **500,533** | - Trade payables are interest-free and generally settled within **30** to **60** days[243](index=243&type=chunk)[244](index=244&type=chunk) [Contract Liabilities](index=59&type=section&id=Contract%20Liabilities) Total contract liabilities significantly decreased to **RMB 94.0 million**, primarily comprising prepaid tuition, accommodation, and distance education service fees Contract Liabilities Details (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Tuition fees | 10,200 | 685,090 | | Accommodation fees | 15,960 | 77,899 | | Distance education service fees | 8,342 | 8,888 | | Teacher training services | 135 | 107 | | Other education businesses | 59,397 | 63,171 | | **Total** | **94,034** | **835,155** | - Tuition and accommodation fees are collected in advance before the start of each academic year and recognized as revenue proportionally over the relevant course period[247](index=247&type=chunk)[249](index=249&type=chunk) - Students have the right to recover relevant amounts for services not yet provided[247](index=247&type=chunk)[249](index=249&type=chunk) - Contract liabilities primarily include short-term prepayments received from partner institutions and other customers, expected to be settled within one year[247](index=247&type=chunk)[249](index=249&type=chunk) [Other Payables and Accruals](index=60&type=section&id=Other%20Payables%20and%20Accruals) Other payables and accruals decreased to **RMB 652.5 million**, including accrued bonuses, property, plant, and equipment payables, and student expenses Other Payables and Accruals (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Accrued bonuses and other employee benefits | 65,832 | 87,901 | | Payables for purchase of property, plant and equipment | 168,254 | 281,677 | | Miscellaneous expenses collected from students | 173,570 | 138,234 | | Tuition fees collected from students | 66,371 | 62,043 | | **Total** | **652,466** | **776,711** | - Other payables are interest-free and repayable on demand[250](index=250&type=chunk) [Interest-Bearing Bank and Other Borrowings](index=61&type=section&id=Interest-Bearing%20Bank%20and%20Other%20Borrowings) Total interest-bearing bank and other borrowings increased to **RMB 2,535.9 million**, with rates ranging from **2.2%** to **24.0%**, secured by various assets Total Interest-Bearing Bank and Other Borrowings (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current | 1,196,657 | 910,937 | | Non-current | 1,339,254 | 1,287,387 | | **Total** | **2,535,911** | **2,198,324** | - The effective interest rate range for borrowings is **2.2%** to **24.0%**[253](index=253&type=chunk) - Some bank loans and government loans are secured by property, plant and equipment, leasehold land, equity pledges (Chongqing Lion Industry Co., Ltd., Chongqing Minsheng Education Management Co., Ltd., Leling Minsheng Education High School Co., Ltd., Duxue Network Technology (Beijing) Co., Ltd.), and pledges of rights to tuition fees of Yunnan University Dianchi College[255](index=255&type=chunk)[256](index=256&type=chunk) - Time deposits of **RMB 897,585 thousand** (December 31, 2024: **RMB 551,250 thousand**) have been pledged to secure bank loans and other borrowings[255](index=255&type=chunk)[256](index=256&type=chunk) - Buildings and equipment with a carrying value of **RMB 502,454 thousand** (December 31, 2024: **RMB 251,450 thousand**) held under sale and leaseback liabilities are pledged as collateral for the related sale and leaseback liabilities[255](index=255&type=chunk)[256](index=256&type=chunk) - All borrowings are denominated in RMB, except for certain bank loans denominated in HKD and USD[255](index=255&type=chunk)[256](index=256&type=chunk) [Share Capital](index=64&type=section&id=Share%20Capital) The company's authorized share capital is **10 billion** ordinary shares at **USD 0.00001** par value, with **4.217 billion** issued and fully paid shares Share Capital Details (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Authorized share capital (10,000,000,000 ordinary shares) | 747 | 747 | | Issued and fully paid (4,217,720,000 ordinary shares) | 322 | 322 | [Contingent Liabilities](index=65&type=section&id=Contingent%20Liabilities) The Group faces a put option dispute over **49%** equity in Lead Group and loan arbitration, with ongoing proceedings and no provisions made - Minsheng Vocational Education is in dispute with the seller regarding a put option for **49%** of Lead Group's shares, with the seller claiming the exercise price is inflated by **RMB 2,180,735,567.50**[260](index=260&type=chunk)[261](index=261&type=chunk) - Minsheng Vocational Education believes the seller's exercise is invalid, and that it issued a deed of grant of option on August 3, 2023, but the seller failed to exercise it by the specified deadline, causing the deed to automatically expire[260](index=260&type=chunk)[261](index=261&type=chunk) - The Group provided a **RMB 400 million** loan to Lead Guojiao Education Technology (Beijing) Co., Ltd., secured by **49%** of Lead Group's shares[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) - The seller claims the loan obligation has been offset, but the Group believes the outstanding principal and interest, and the pledge, remain in effect[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) - As of the date of approval of the consolidated financial statements, arbitrations at the Hong Kong International Arbitration Centre and China International Economic and Trade Arbitration Commission are ongoing, and the Group has made no provisions for these arbitrations[262](index=262&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk) [Commitments](index=67&type=section&id=Commitments) Total contractual commitments amounted to **RMB 280.3 million**, primarily for equipment, buildings, and private school acquisitions Contractual Commitments (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Equipment | 58,141 | 86,627 | | Buildings | 130,315 | 164,569 | | Acquisition of private schools | 91,800 | 91,800 | | **Total** | **280,256** | **342,996** | - As of the end of the reporting period, the Group had no authorized but uncontracted material capital commitments[270](index=270&type=chunk) [Related Party Transactions](index=68&type=section&id=Related%20Party%20Transactions) The Group engaged in loan and interest transactions with Minsheng Group Co., Ltd., with **RMB 172.6 million** owed and **RMB 13.3 million** in key management compensation Related Party Transactions (Six Months Ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loans from Minsheng Group Co., Ltd. | 38,982 | 124,719 | | Repayment of loans from Minsheng Group Co., Ltd. | 33,029 | – | | Interest expenses paid to Minsheng Group Co., Ltd. | 560 | 744 | - As of the end of the reporting period, the Group had an outstanding balance of **RMB 172,636 thousand** payable to its ultimate holding company, Minsheng Group Co., Ltd., which is unsecured, bears interest at **5%** per annum, and is repayable within one year[273](index=273&type=chunk)[274](index=274&type=chunk) Key Management Personnel Compensation (Six Months Ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 12,983 | 12,826 | | Contributions to pension schemes | 273 | 259 | | **Total** | **13,256** | **13,085** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=70&type=section&id=Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) Total fair value of financial assets was **RMB 129.9 million**, and financial liabilities **RMB 2,474.5 million**, with most short-term instruments valued at book value Fair Value of Financial Assets (As of June 30, 2025) | Item | Carrying Amount (RMB thousand) | Fair Value (RMB thousand) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss – Equity investments | 10,850 | 10,850 | | Financial assets at fair value through profit or loss – Contingent consideration | 107,301 | 107,301 | | Financial assets at fair value through profit or loss – Short-term investments | 2,500 | 2,500 | | Financial assets included in other non-current assets | 9,260 | 9,260 | | **Total** | **129,911** | **129,911** | Fair Value of Financial Liabilities (As of June 30, 2025) | Item | Carrying Amount (RMB thousand) | Fair Value (RMB thousand) | | :--- | :--- | :--- | | Interest-bearing bank and other borrowings (excluding lease liabilities) | 2,502,006 | 2,474,525 | - Management has assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, and other short-term financial instruments approximate their carrying amounts[284](index=284&type=chunk)[287](index=287&type=chunk) - Fair value measurements primarily use Level 2 (significant observable inputs), including short-term investments and contingent consideration[292](index=292&type=chunk)[294](index=294&type=chunk)[297](index=297&type=chunk)[299](index=299&type=chunk)[302](index=302&type=chunk)[304](index=304&type=chunk) [Event After the Period](index=77&type=section&id=Event%20After%20the%20Period) No significant events occurred after the reporting period - No significant events occurred after the reporting period[306](index=306&type=chunk)[308](index=308&type=chunk)

Market Performance - The three major indices in the Hong Kong stock market all rose by over 1.1%, with the Hang Seng Index gaining 1.16% to surpass 26,000 points, the Hang Seng China Enterprises Index increasing by 1.13%, and the Hang Seng Tech Index rising by 1.71% [1] Sector Performance - Large technology stocks collectively surged, with Baidu rising by 8% and Alibaba increasing by 5.44%, reportedly using self-developed chips to train AI models [1] - Other tech stocks such as NetEase and Kuaishou rose nearly 3%, Tencent increased by over 2%, JD.com rose by 1.46%, Xiaomi by about 1%, and Meituan closed flat [1] - Education stocks saw significant gains, with the Ministry of Finance announcing a budget of 100 billion yuan for childcare subsidies and 20 billion yuan for gradually implementing free preschool education, leading to a surge in stocks like Yuhua Education, which soared over 43% [1] - Biopharmaceutical stocks rebounded after a previous decline, while sectors such as property, gold, military, property management, heavy infrastructure, and insurance stocks also saw increases [1] Weak Performers - Local consumer stocks in Hong Kong showed weak performance, with Apple-related stocks, coal stocks, home appliance stocks, sports goods stocks, dairy stocks, and photovoltaic stocks generally declining [1] - Nearly 30 stocks in the market experienced declines of over 10%, with the small-cap stock Kaisheng Holdings leading the decline at 21.7% [1]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01569 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 10,000,000,000 | | USD | | 0.00001 | USD | | 100,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 10,000,000,000 | USD | | 0.00001 | USD | | 100,000 | 本月底法定/註冊股本總額： USD 100,000 FF301 第 1 頁 ...

Core Insights - Minsheng Education (01569.HK) reported total revenue of approximately RMB 895 million for the six months ending June 30, 2025, representing a decrease of about 17.1% compared to the same period in 2024 [1] - The adjusted net profit for the group was approximately RMB 57.1 million, a decline of about 56.6% year-on-year [1] - The capital debt ratio of the group stands at approximately 42.3%, indicating a healthy level of leverage [1] Revenue Breakdown - The primary source of revenue for the group comes from providing campus education and online education services to students and users [1] - The significant decrease in total revenue is attributed to changes in market conditions during the reporting period, which led to a reduction in online education revenue [1]

Core Viewpoint - Minsheng Education (01569) reported a total revenue of approximately 895 million RMB for the six months ending June 30, 2025, representing a year-on-year decrease of about 17.1% [1] - The company experienced a loss attributable to equity holders of 4.075 million RMB, compared to a profit of 105 million RMB in the same period last year, with a basic loss per share of 0.0010 RMB [1] Revenue Breakdown - The group's revenue primarily comes from providing campus and online education services to students and users [1] - The decline in total revenue is mainly attributed to changes in market conditions during the reporting period, which led to a decrease in online education revenue [1] Enrollment Plans - The group's enrollment plan for the 2025/2026 academic year has significantly increased by approximately 24.0% compared to the previous academic year, with a 29.0% increase in undergraduate program enrollment plans [1]

Core Viewpoint - Minsheng Education (01569) reported a total revenue of approximately 895 million RMB for the six months ending June 30, 2025, representing a year-on-year decrease of about 17.1% [1] - The company recorded a loss attributable to equity holders of 4.075 million RMB, compared to a profit of 105 million RMB in the same period last year [1] - The decline in total revenue is primarily attributed to changes in market conditions that led to a decrease in online education revenue [1] Revenue and Profitability - Total revenue for the reporting period was approximately 895 million RMB, down 17.1% year-on-year [1] - The loss attributable to the parent company was 4.075 million RMB, contrasting with a profit of 105 million RMB in the previous year [1] - Basic loss per share was 0.0010 RMB [1] Enrollment Plans - The enrollment plan for the 2025/2026 academic year has significantly increased by approximately 24.0% compared to the previous academic year [1] - The enrollment plan for undergraduate programs has seen a notable increase of about 29.0% [1]

Overview [1. Financial Highlights](index=1&type=section&id=1.%20Financial%20Highlights) The Group's total revenue, adjusted EBITDA, and adjusted net profit significantly decreased by 17.1%, 35.9%, and 56.6% respectively, while total and net assets remained stable with a healthy gearing ratio Financial Highlights for the Six Months Ended June 30, 2025 | Metric | Amount (RMB million) | YoY Change | | :--- | :--- | :--- | | Total Revenue | 894.8 | -17.1% | | Adjusted EBITDA | 247.4 | -35.9% | | Adjusted Net Profit | 57.1 | -56.6% | Financial Position as of June 30, 2025 | Metric | Amount (RMB million) | | :--- | :--- | | Total Assets | 10,710.7 | | Net Assets | 5,992.2 | - The Group's gearing ratio is approximately **42.3%**, indicating a healthy level[5](index=5&type=chunk) Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Overview of Profit or Loss Statement](index=2&type=section&id=Overview%20of%20Profit%20or%20Loss%20Statement) During the reporting period, the Group's revenue decreased by 17.1% year-on-year, with cost of sales increasing by 8.1%, leading to a significant 38.8% reduction in gross profit, and profit for the period decreased by 56.4%, with profit attributable to owners of the parent turning into a loss Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric (RMB thousand) | 2025 (Unaudited) | 2024 (Unaudited) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 894,786 | 1,079,786 | -17.1% | | Cost of Sales | (539,374) | (498,948) | +8.1% | | Gross Profit | 355,412 | 580,838 | -38.8% | | Other Income and Gains | 55,762 | 71,543 | -22.1% | | Selling Expenses | (54,297) | (98,046) | -44.6% | | Administrative Expenses | (196,236) | (240,309) | -18.4% | | Net Other Expenses | (22,332) | (59,675) | -62.6% | | Finance Costs | (67,351) | (68,419) | -1.6% | | Profit Before Tax | 70,958 | 185,932 | -61.9% | | Income Tax Expense | (21,597) | (72,767) | -70.3% | | Profit for the Period | 49,361 | 113,165 | -56.4% | | Profit attributable to owners of the parent | (4,075) | 104,802 | Turned to loss | | Profit attributable to non-controlling interests | 53,436 | 8,363 | +539.0% | (Loss)/Earnings Per Share Attributable to Ordinary Equity Holders of the Parent (For the Six Months Ended June 30) | Metric | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Basic and diluted (loss)/earnings per share | RMB (0.0010) | RMB 0.0248 | Interim Condensed Consolidated Statement of Financial Position [Overview of Financial Position](index=4&type=section&id=Overview%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly decreased, non-current assets remained stable, and current assets declined due to reduced cash and cash equivalents, while current liabilities decreased due to reduced contract liabilities, and net assets slightly increased Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Metric (RMB thousand) | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 3,443,788 | 3,470,600 | | Goodwill | 2,229,574 | 2,229,574 | | Total non-current assets | 6,976,905 | 7,033,089 | | **Current assets** | | | | Cash and cash equivalents | 1,695,488 | 2,520,311 | | Total current assets | 3,733,808 | 4,222,337 | | **Current liabilities** | | | | Contract liabilities | 94,034 | 835,155 | | Total current liabilities | 2,829,903 | 3,463,788 | | Net current assets | 903,905 | 758,549 | | **Total equity** | | | | Net assets/Total equity | 5,992,180 | 5,937,992 | Notes to the Interim Condensed Consolidated Financial Information [1. Company and Group Information](index=6&type=section&id=1.%20Company%20and%20Group%20Information) Minsheng Education Group Company Limited, incorporated in the Cayman Islands on December 13, 2005, operates as an investment holding company primarily providing education services in China - The company was incorporated in the Cayman Islands and primarily provides education services in China[11](index=11&type=chunk) [2.1 Basis of Preparation](index=6&type=section&id=2.1%20Basis%20of%20Preparation) The Group's unaudited interim condensed consolidated financial information for the period is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board and presented in RMB - Financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and presented in RMB[12](index=12&type=chunk) [2.2 Changes in Accounting Policies and Disclosures](index=6&type=section&id=2.2%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) During the reporting period, the Group first adopted the revised International Accounting Standard 21 "Lack of Exchangeability" - First adoption of the revised International Accounting Standard 21 "Lack of Exchangeability"[13](index=13&type=chunk) [3. Operating Segment Information](index=7&type=section&id=3.%20Operating%20Segment%20Information) The Group's business is divided into campus education and online education segments; during the reporting period, online education revenue significantly decreased, leading to a reduction in total segment revenue, while campus education revenue increased - The Group is divided into two reportable operating segments: campus education and online education services[14](index=14&type=chunk) Segment Revenue (For the Six Months Ended June 30, RMB thousand) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | YoY Change | | :--- | :--- | :--- | :--- | | Campus Education | 782,801 | 752,217 | +4.1% | | Online Education | 111,985 | 327,569 | -65.8% | | **Total** | **894,786** | **1,079,786** | **-17.1%** | Segment Results (For the Six Months Ended June 30, RMB thousand) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | | Campus Education | 268,826 | 283,924 | | Online Education | (98,177) | (2,372) | | **Total Segment Results** | **170,649** | **281,552** | Segment Assets and Liabilities (RMB thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Segment Assets** | | | | Campus Education | 9,983,401 | 10,463,743 | | Online Education | 2,436,361 | 2,516,331 | | **Segment Liabilities** | | | | Campus Education | 2,781,874 | 3,515,987 | | Online Education | 2,441,343 | 2,426,207 | [4. Revenue, Other Income and Gains](index=9&type=section&id=4.%20Revenue%2C%20Other%20Income%20and%20Gains) Total revenue decreased by 17.1% year-on-year, primarily due to a significant decline in remote education service income, while other income and gains also decreased due to reduced short-term investment income Revenue from Contracts with Customers by Type of Service (For the Six Months Ended June 30, RMB thousand) | Service Type | 2025 (Unaudited) | 2024 (Unaudited) | YoY Change | | :--- | :--- | :--- | :--- | | Tuition fees | 717,682 | 690,920 | +3.9% | | Accommodation fees | 65,119 | 61,297 | +6.2% | | Remote education services | 50,184 | 209,296 | -76.0% | | Teacher training services | 9,262 | 13,570 | -31.7% | | Online course services | 14,567 | 10,676 | +36.4% | | Sale of books | 6,406 | 15,615 | -59.0% | | Other education services | 31,566 | 78,412 | -59.7% | | **Total** | **894,786** | **1,079,786** | **-17.1%** | Other Income and Gains (For the Six Months Ended June 30, RMB thousand) | Type | 2025 (Unaudited) | 2024 (Unaudited) | YoY Change | | :--- | :--- | :--- | :--- | | Short-term investment income | 8,809 | 22,071 | -60.1% | | Rental income | 10,693 | 3,756 | +184.7% | | Bank interest income | 4,271 | 4,080 | +4.7% | | Government grants | 14,644 | 13,382 | +9.4% | | Net exchange gain | 4,763 | 9,202 | -48.3% | | **Total** | **55,762** | **71,543** | **-22.1%** | Revenue from Contracts with Customers by Segment and Timing of Recognition (For the Six Months Ended June 30, RMB thousand) | Segment/Timing of Recognition | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | **Campus Education** | | | | Recognized over time | 782,801 | 752,217 | | **Online Education** | | | | Recognized over time | 103,116 | 305,564 | | Recognized at a point in time | 8,809 | 22,005 | | **Total** | **894,786** | **1,079,786** | [5. Profit Before Tax](index=11&type=section&id=5.%20Profit%20Before%20Tax) Profit before tax was influenced by various factors, including depreciation and amortization, employee benefit expenses, and impairment losses on financial assets; during the reporting period, impairment losses on financial assets significantly decreased, while employee benefit expenses declined Items Deducted From/(Credited To) Profit Before Tax (For the Six Months Ended June 30, RMB thousand) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 85,013 | 83,433 | | Depreciation of right-of-use assets | 15,603 | 19,340 | | Amortization of other intangible assets | 15,491 | 40,053 | | Total employee benefit expenses | 367,095 | 391,146 | | Impairment of trade receivables | 17,409 | 5,553 | | Impairment of other financial assets | 458 | 52,588 | | Investment income from short-term investments | (8,809) | (22,071) | | Fair value loss/(gain) on equity investments | 2,676 | (4,182) | [6. Income Tax Expense](index=12&type=section&id=6.%20Income%20Tax%20Expense) Income tax expense significantly decreased during the reporting period, primarily due to changes in current tax levies and deferred tax Income Tax Expense (For the Six Months Ended June 30, RMB thousand) | Type | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Current – Mainland China | 23,875 | 127,203 | | Deferred | (2,278) | (54,436) | | **Total** | **21,597** | **72,767** | [7. Interim Dividends](index=12&type=section&id=7.%20Interim%20Dividends) The Board of Directors did not declare any interim dividends for the six months ended June 30, 2025 - The Board of Directors did not declare any interim dividends for the six months ended June 30, 2025[24](index=24&type=chunk) [8. (Loss)/Earnings Per Share Attributable to Ordinary Equity Holders of the Parent](index=12&type=section&id=8.%20(Loss)%2FEarnings%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) During the reporting period, basic and diluted (loss)/earnings per share attributable to ordinary equity holders of the parent turned into a loss of RMB (0.0010), compared to a profit of RMB 0.0248 in the same period last year Calculation of Basic and Diluted (Loss)/Earnings Per Share (For the Six Months Ended June 30) | Metric | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the parent (RMB thousand) | (4,075) | 104,802 | | Weighted average number of ordinary shares outstanding (shares) | 4,217,720,000 | 4,217,720,000 | | **Basic and diluted (loss)/earnings per share** | **RMB (0.0010)** | **RMB 0.0248** | - No adjustment was made for the dilutive effect as share options had an anti-dilutive impact on basic earnings per share[25](index=25&type=chunk) [9. Trade Receivables](index=13&type=section&id=9.%20Trade%20Receivables) As of June 30, 2025, total trade receivables amounted to RMB 367.4 million, with the highest proportion aged within one year, but receivables aged one to two years significantly increased Ageing Analysis of Trade Receivables (RMB thousand) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within one year | 212,199 | 295,130 | | One to two years | 134,363 | 78,513 | | Two to three years | 19,220 | 9,360 | | Over three years | 1,650 | 848 | | **Total** | **367,432** | **383,851** | [10. Trade Payables](index=13&type=section&id=10.%20Trade%20Payables) As of June 30, 2025, total trade payables amounted to RMB 449.4 million, primarily due within one year, interest-free, and typically settled within 30 to 60 days Ageing Analysis of Trade Payables (RMB thousand) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within one year | 277,190 | 407,255 | | One to two years | 90,148 | 86,539 | | Two to three years | 76,991 | 6,714 | | Over three years | 5,054 | 25 | | **Total** | **449,383** | **500,533** | - Trade payables are interest-free and generally settled within 30 to 60 days[29](index=29&type=chunk) [11. Contract Liabilities](index=14&type=section&id=11.%20Contract%20Liabilities) Contract liabilities significantly decreased from RMB 835.2 million at the end of 2024 to RMB 94.0 million as of June 30, 2025, primarily due to a reduction in short-term prepayments for tuition and accommodation fees Details of Contract Liabilities (RMB thousand) | Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Tuition fees | 10,200 | 685,090 | | Accommodation fees | 15,960 | 77,899 | | Remote education service fees | 8,342 | 8,888 | | Other education businesses | 59,397 | 63,171 | | **Total** | **94,034** | **835,155** | [12. Other Payables and Accrued Expenses](index=14&type=section&id=12.%20Other%20Payables%20and%20Accrued%20Expenses) Total other payables and accrued expenses decreased from RMB 776.7 million at the end of 2024 to RMB 652.5 million as of June 30, 2025, mainly due to a reduction in payables for property, plant, and equipment purchases Other Payables and Accrued Expenses (RMB thousand) | Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Accrued bonuses and other employee benefits | 65,832 | 87,901 | | Payables for purchase of property, plant and equipment | 168,254 | 281,677 | | Miscellaneous expenses collected from students | 173,570 | 138,234 | | Consideration payable for business combinations | 42,225 | 42,225 | | **Total** | **652,466** | **776,711** | [13. Events After the Reporting Period](index=14&type=section&id=13.%20Events%20After%20the%20Reporting%20Period) No significant events occurred after the reporting period for the Group - No significant events occurred after the reporting period for the Group[31](index=31&type=chunk) Business Review [Business Overview](index=15&type=section&id=Business%20Overview) The Group is a leading "Internet+" vocational education group in China, offering integrated services from enrollment to employment, covering eight major segments with an extensive education network and talent employment service system - The Group is a leading "Internet+" vocational education group in China, providing integrated services from enrollment to employment[32](index=32&type=chunk) - Business covers **eight major segments**, including campus education, online education services, vocational skill enhancement and training, and human resource services[32](index=32&type=chunk) - As of June 30, 2025, the Group operates or manages **10 schools** in China, with approximately **100,000 enrolled students** and a cumulative total of over **50 million students and users served**[32](index=32&type=chunk) [Key Business Progress During the Reporting Period](index=15&type=section&id=Key%20Business%20Progress%20During%20the%20Reporting%20Period) The Group secured a RMB 300 million revolving loan facility from China CITIC Bank International and significantly increased its enrollment plan for the 2025/2026 academic year, particularly for undergraduate programs [1. Revolving Loan Facility](index=15&type=section&id=1.%20Revolving%20Loan%20Facility) The Company entered into a facility letter with China CITIC Bank International Limited for a revolving loan facility of up to RMB 300,000,000 or its equivalent in HKD and USD - Obtained a revolving loan facility of up to **RMB 300 million** from China CITIC Bank International Limited, with a final repayment date no later than one year from the first drawdown date[33](index=33&type=chunk) [2. Significant Increase in Enrollment Plan](index=15&type=section&id=2.%20Significant%20Increase%20in%20Enrollment%20Plan) The Group's schools' enrollment plan for the 2025/2026 academic year significantly increased by approximately 24.0% compared to the previous academic year, with undergraduate program enrollment increasing by approximately 29.0% - The 2025/2026 academic year enrollment plan increased by approximately **24.0%** year-on-year, with undergraduate program enrollment increasing by approximately **29.0%**[34](index=34&type=chunk) [Development Strategy](index=16&type=section&id=Development%20Strategy) Supported by national policies, the Group will continue to focus on high-quality development of higher education, build a digital and intelligent service platform ecosystem for "learning, employment, and entrepreneurship," and promote the integration of education and high-tech to empower talent cultivation - Government policies support the modernization and high-quality development of vocational education, with the central government allocating **RMB 31.257 billion** in funds[35](index=35&type=chunk) [(1) High-Quality Development of Higher Education](index=16&type=section&id=(1)%20High-Quality%20Development%20of%20Higher%20Education) The Group's institutions will continue to increase resource investment, optimize teaching environments and equipment, strengthen professional teaching teams, and provide high-quality teaching services to promote high-quality student employment - Continue to increase resource investment, optimize teaching environments and equipment, and strengthen professional teaching teams[36](index=36&type=chunk) - Provide high-quality teaching services to promote high-quality student employment and cultivate high-quality applied vocational talents for the country[36](index=36&type=chunk) [(2) Building a Digital and Intelligent Service Platform Ecosystem for "Learning, Employment, and Entrepreneurship"](index=16&type=section&id=(2)%20Building%20a%20Digital%20and%20Intelligent%20Service%20Platform%20Ecosystem%20for%20%22Learning%2C%20Employment%2C%20and%20Entrepreneurship%22) The Group will comprehensively advance the digitalization and intelligence of learning, employment, and entrepreneurship services, achieving full coverage of academic education and integrating the entire process from enrollment, assessment, teaching, examination, practical training, employment, to entrepreneurship - Comprehensively advance the digitalization and intelligence of learning, employment, and entrepreneurship services, achieving full coverage of academic education[37](index=37&type=chunk) - Integrate the entire process from enrollment, assessment, teaching, examination, practical training, employment, to entrepreneurship, from entry to exit[37](index=37&type=chunk) [(3) Promoting the Integration of Education and High-Tech to Empower Talent Cultivation](index=16&type=section&id=(3)%20Promoting%20the%20Integration%20of%20Education%20and%20High-Tech%20to%20Empower%20Talent%20Cultivation) The Group will accelerate the widespread application of big data and artificial intelligence in its business areas, enhance the level of educational digitalization, provide more precise learning solutions and support services for students and users, and enable teachers to teach and manage more efficiently - Accelerate the widespread application of big data and artificial intelligence in business areas, enhancing the level of educational digitalization[38](index=38&type=chunk) - Provide more precise learning solutions and support services for students and users, enabling teachers to teach and manage more efficiently[38](index=38&type=chunk) [Revenue](index=17&type=section&id=Revenue) Total revenue for the reporting period was approximately RMB 894.8 million, a year-on-year decrease of 17.1%, primarily due to reduced online education revenue resulting from changes in market conditions Revenue (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 894.8 | 1,079.8 | -17.1% | - Revenue decrease primarily due to reduced online education revenue resulting from changes in market conditions[39](index=39&type=chunk) [Cost of Sales](index=17&type=section&id=Cost%20of%20Sales) Cost of sales increased by 8.1% year-on-year to approximately RMB 539.4 million, mainly due to increased depreciation and amortization of the Group's schools, and an increase in the number, salaries, and allowances of teaching and administrative staff Cost of Sales (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 539.4 | 498.9 | +8.1% | - Cost of sales increased primarily due to increased depreciation and amortization of schools, and an increase in the number, salaries, and allowances of teaching and administrative staff[40](index=40&type=chunk) [Gross Profit](index=17&type=section&id=Gross%20Profit) Gross profit decreased by 38.8% year-on-year to approximately RMB 355.4 million, with the gross profit margin declining from approximately 53.8% to approximately 39.7%, mainly due to increased campus education expenses of the Group's schools during the reporting period Gross Profit and Gross Profit Margin (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Gross Profit | 355.4 | 580.8 | -38.8% | | Gross Profit Margin | 39.7% | 53.8% | -14.1 percentage points | - Gross profit and gross profit margin decreased primarily due to increased campus education expenses[41](index=41&type=chunk) [Other Income and Gains](index=17&type=section&id=Other%20Income%20and%20Gains) Other income and gains decreased by 22.1% year-on-year to approximately RMB 55.8 million, mainly due to a reduction in investment income from short-term investments received by the Group during the reporting period Other Income and Gains (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Other Income and Gains | 55.8 | 71.5 | -22.1% | - Decrease primarily due to reduced investment income from short-term investments[42](index=42&type=chunk) [Selling Expenses](index=18&type=section&id=Selling%20Expenses) Selling expenses decreased by 44.6% year-on-year to approximately RMB 54.3 million, primarily due to reduced salaries and other benefits for sales and marketing staff, and decreased promotion and advertising costs for online education entities Selling Expenses (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Selling Expenses | 54.3 | 98.0 | -44.6% | - Selling expenses decreased primarily due to reduced sales and marketing staff salaries and online education promotion costs[43](index=43&type=chunk) [Administrative Expenses](index=18&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 18.4% year-on-year to approximately RMB 196.2 million, attributed to the Group's effective control over administrative expenses during the reporting period Administrative Expenses (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 196.2 | 240.3 | -18.4% | - Administrative expenses decreased primarily due to effective control by the Group[44](index=44&type=chunk) [Net Other Expenses](index=18&type=section&id=Net%20Other%20Expenses) Net other expenses significantly decreased by 62.6% year-on-year to approximately RMB 22.3 million, mainly due to a substantial reduction in expenses related to impairment losses on financial assets Net Other Expenses (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Net Other Expenses | 22.3 | 59.7 | -62.6% | - Decrease primarily due to a significant reduction in expenses related to impairment losses on financial assets[45](index=45&type=chunk) [Finance Costs](index=18&type=section&id=Finance%20Costs) Finance costs slightly decreased by 1.5% year-on-year to approximately RMB 67.4 million, remaining stable during the reporting period Finance Costs (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Finance Costs | 67.4 | 68.4 | -1.5% | - Finance costs remained stable[46](index=46&type=chunk) [Profit for the Period](index=19&type=section&id=Profit%20for%20the%20Period) Considering the aforementioned factors, profit for the period decreased by 56.4% year-on-year to approximately RMB 49.4 million during the reporting period Profit for the Period (For the Six Months Ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 49.4 | 113.2 | -56.4% | [Adjusted Net Profit](index=19&type=section&id=Adjusted%20Net%20Profit) Adjusted net profit decreased by 56.6% year-on-year to approximately RMB 57.1 million, with the adjusted net profit margin declining from approximately 12.2% for the six months ended June 30, 2024, to approximately 6.4% during the reporting period Adjusted Net Profit Calculation (For the Six Months Ended June 30, RMB thousand) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the Period | 49,361 | 113,165 | | Add: Unrealized exchange gain | (5,427) | (3,188) | | Share option expenses | 12 | 47 | | Amortization of intangible assets recognized upon acquisition | 10,503 | 25,705 | | Change in fair value loss/(gain) | 2,676 | (4,182) | | **Adjusted Net Profit** | **57,125** | **131,547** | Adjusted Net Profit and Profit Margin (For the Six Months Ended June 30) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Adjusted Net Profit (RMB million) | 57.1 | 131.5 | -56.6% | | Adjusted Net Profit Margin | 6.4% | 12.2% | -5.8 percentage points | Financial and Liquidity Position [Net Current Assets](index=20&type=section&id=Net%20Current%20Assets) As of June 30, 2025, the Group's net current assets were approximately RMB 903.9 million, an increase from the end of 2024, with current assets decreasing mainly due to reduced cash and cash equivalents, and current liabilities decreasing primarily due to reduced contract liabilities Changes in Net Current Assets (RMB million) | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 903.9 | 758.5 | +145.4 | | Current Assets | 3,733.8 | 4,222.3 | -488.5 | | Current Liabilities | 2,829.9 | 3,463.8 | -633.9 | - Current assets decreased primarily due to a reduction in cash and cash equivalents[50](index=50&type=chunk) - Current liabilities decreased primarily due to a reduction in contract liabilities[50](index=50&type=chunk) [Interest-Bearing Bank and Other Borrowings](index=20&type=section&id=Interest-Bearing%20Bank%20and%20Other%20Borrowings) As of June 30, 2025, interest-bearing bank and other borrowings amounted to approximately RMB 2,535.9 million, with annual interest rates ranging from 2.2% to 10.0%, and some loans having rates as high as 15%-24%; the Group maintains its funding balance through operating cash flow and borrowings - As of June 30, 2025, interest-bearing bank and other borrowings amounted to approximately **RMB 2,535.9 million**[51](index=51&type=chunk) - Loan annual interest rates range from **2.2% to 10.0%**, with some loans having rates as high as **15%-24%**[51](index=51&type=chunk) - The Group maintains continuous funding supply and flexibility through cash flows generated from operating activities and other borrowings[51](index=51&type=chunk) [Grant of Option to Acquire 49% of the Issued Share Capital of Lead Group](index=21&type=section&id=Grant%20of%20Option%20to%20Acquire%2049%25%20of%20the%20Issued%20Share%20Capital%20of%20Lead%20Group) The Group is involved in arbitration disputes with the seller of Lead Group regarding a 49% equity acquisition option, concerning inflated exit prices and loan offset controversies; the Group believes the seller's exercise of the option is invalid and has fulfilled its obligation to grant the option, with arbitration ongoing and no provision made - The Group is involved in an arbitration dispute with the seller of Lead Group regarding a 49% equity acquisition option at the Hong Kong International Arbitration Centre[52](index=52&type=chunk) - The seller claims to have validly exercised the option and seeks an inflated exit price of **RMB 2,180,735,567.50**, which the Group disputes as invalid[52](index=52&type=chunk) - The Group has made no provision for the arbitration, believing it has no obligation to purchase the 49% equity interest in Lead Group[52](index=52&type=chunk) - There is also a CIETAC arbitration concerning a **RMB 400 million** loan principal and interest repayment dispute, where the seller claims offset, and the Group counter-claims for repayment[54](index=54&type=chunk) [Pledged Assets](index=23&type=section&id=Pledged%20Assets) As of June 30, 2025, certain long-term assets with a net book value of approximately RMB 78.3 million and time deposits of RMB 897.6 million have been pledged by the Group to secure bank loans and other borrowings - Approximately **RMB 78.3 million** of long-term assets and **RMB 897.6 million** of time deposits have been pledged to secure bank loans and other borrowings[56](index=56&type=chunk) [Foreign Currency Exchange Risk](index=23&type=section&id=Foreign%20Currency%20Exchange%20Risk) The Group's majority of revenue and expenses are denominated in RMB, with some bank balances denominated in USD and HKD; the Group currently has no foreign exchange hedging policy, and management will continue to monitor foreign currency exchange risk - Most revenue and expenses are denominated in RMB, with some bank balances denominated in USD and HKD[57](index=57&type=chunk) - The Group currently has no foreign exchange hedging policy, and management will continue to monitor foreign currency exchange risk[57](index=57&type=chunk) [Gearing Ratio](index=23&type=section&id=Gearing%20Ratio) As of June 30, 2025, the gearing ratio increased from approximately 37.0% as of December 31, 2024, to approximately 42.3%, but remains at a healthy level Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 42.3% | 37.0% | +5.3 percentage points | - Gearing ratio increased but remains at a healthy level[58](index=58&type=chunk) Employee Remuneration, Training and Development [Employee Profile and Benefits](index=23&type=section&id=Employee%20Profile%20and%20Benefits) As of June 30, 2025, the Group employed approximately 6,800 employees; during the reporting period, the Group reviewed and increased employee remuneration and provided training and/or sponsored various work-related training courses for existing and newly hired employees - As of June 30, 2025, the Group employed approximately **6,800 employees**[59](index=59&type=chunk) - Employee remuneration was reviewed and increased during the reporting period, based on performance, experience, and prevailing industry practices[59](index=59&type=chunk) - Training and/or sponsorship for various work-related training courses were provided to employees[59](index=59&type=chunk) Corporate Governance Code [Corporate Governance Practices](index=23&type=section&id=Corporate%20Governance%20Practices) The Company is committed to establishing sound corporate governance practices and procedures, complying with the code provisions set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited to ensure transparency and accountability - The Company is committed to establishing sound corporate governance practices and procedures, ensuring transparency and accountability to shareholders[60](index=60&type=chunk) - For the six months ended June 30, 2025, the Company complied with the code provisions set out in Appendix C1 of the Listing Rules[61](index=61&type=chunk) [Standard Code for Securities Transactions by Directors of Listed Issuers](index=24&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors confirmed compliance with the code during the reporting period - The Company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions[62](index=62&type=chunk) - All directors confirmed compliance with the required standards set out in the Standard Code during the reporting period[62](index=62&type=chunk) [Interim Dividends](index=24&type=section&id=Interim%20Dividends) The Board of Directors did not declare any interim dividends for the reporting period - The Board of Directors did not declare any interim dividends for the reporting period[63](index=63&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of June 30, 2025, the number of treasury shares held by the Company was zero - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[64](index=64&type=chunk) - As of June 30, 2025, the number of treasury shares held by the Company was zero[65](index=65&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The Company's Audit Committee has reviewed and discussed with management the accounting principles and practices adopted by the Company, internal controls, financial reporting matters, and the Company's corporate governance policies and practices, and has reviewed the interim results - The Audit Committee has reviewed and discussed accounting principles, internal controls, financial reporting, and corporate governance matters with management[66](index=66&type=chunk) - The interim results have been reviewed by the Audit Committee[66](index=66&type=chunk) Other Information [Publication of Interim Results Announcement and Interim Report](index=25&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This interim results announcement has been published on the HKEX website and the Company's website, and the interim report containing all information required by Appendix D2 of the Listing Rules will be dispatched to shareholders in due course - The interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (http://www.minshengedu.com)[67](index=67&type=chunk) - The interim report, containing all information required by Appendix D2 of the Listing Rules, will be dispatched to shareholders in due course[67](index=67&type=chunk)