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12月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 希教國際控股有限公司 呈交日期: 2026年1月6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) | 01765 | 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 (-) | | | | | | | USD | | | | 本月底結存 | | | 10,000,000,000 | USD | | 0.00001 | USD | | 100,000 | 本月底法定/註 ...

XJ International Holdings Co., Ltd. 希教國際控股有限公司 年報 2025 ( 於開曼群島註冊成立之有限公司 ) 股份代號 XJ International Holdings Co., Ltd. 希教國際控股有限公司 ANNUAL REPORT 2025 2025 Annual Report 年報 XJ International Holdings Co., Ltd. 希教國際控股有限公司 目 錄 公司資料 2 主席報告 5 財務概要 8 管理層討論與分析 9 董事及高級管理層 27 董事會報告 36 企業管治報告 70 環境、社會及管治報告 88 獨立核數師報告 114 財務報表附註 129 釋義 266 公司資料 董事會 執行董事 汪輝武先生 （首席執行官） 鄧怡先生（於2024年9月27日獲委任） 汪秀女士（於2024年11月29日獲委任） 徐昌俊先生（於2024年9月27日由執行董事調任為 非執行董事） 婁群偉女士（於2024年11月29日辭任） 非執行董事 張兵先生 （董事長） 徐昌俊先生（於2024年9月27日由執行董事調任為 非執行董事） 汪曉武先生（於2025 ...

Financial Performance - Total revenue for the year ended August 31, 2025, reached RMB 3,960.34 million, a 6.1% increase from RMB 3,732.07 million in 2024[20]. - Adjusted net profit for 2025 was RMB 705.81 million, reflecting a slight increase of 1.2% compared to RMB 693.18 million in 2024[20]. - Total assets decreased to RMB 21,997.20 million in 2025 from RMB 22,281.52 million in 2024, a decline of 1.3%[22]. - Current liabilities reduced to RMB 8,781.72 million in 2025, down 6.6% from RMB 9,407.66 million in 2024[22]. - The company reported a net profit of RMB 386.68 million for 2025, down from RMB 613.09 million in 2024, indicating a decline of 37.0%[44]. - Adjusted gross profit for 2025 was RMB 1,720.10 million, up from RMB 1,621.68 million in 2024, reflecting a growth of 6.1%[45]. - The group's cost of sales for the same period was RMB 2,292.54 million, up RMB 134.04 million or 6.21% from RMB 2,158.50 million, primarily due to increased teaching quality and staff compensation[49]. - Gross profit for the fiscal year was RMB 1,667.80 million, reflecting an increase of RMB 94.23 million or 5.99% from RMB 1,573.57 million[50]. - Selling expenses rose to RMB 327.35 million, an increase of RMB 85.50 million or 35.35% from RMB 241.85 million, mainly to expand enrollment channels[51]. - Administrative expenses increased to RMB 613.90 million, up RMB 13.35 million or 2.22% from RMB 600.55 million, attributed to higher management salaries and professional service fees[52]. - Financing costs decreased to RMB 225.68 million, down RMB 63.73 million or 22.02% from RMB 289.41 million, due to reduced loan scale and optimized loan structure[53]. - The group's cash and bank balances totaled RMB 3,291.59 million as of August 31, 2025, compared to RMB 3,100.75 million the previous year[57]. - The current ratio improved to 0.69 as of August 31, 2025, up from 0.43 the previous year[59]. - The debt-to-equity ratio decreased to approximately 29.5% from 35.4% the previous year[62]. Operational Developments - The company successfully resolved its debt crisis by disposing of certain assets, reducing liabilities and laying a solid foundation for future development[10]. - The company effectively reduced its debt scale and improved cash flow by rationally disposing of non-core assets, ensuring stable operations[14]. - There will be a focus on lean management to improve operational efficiency and ensure healthy cash flow while controlling debt risks[17]. - The company introduced 32 new programs related to cutting-edge industries such as artificial intelligence and big data analysis, while discontinuing 20 programs that did not align with market demand[28]. - The company aims to optimize cost structures and improve management efficiency through technology, while focusing on curriculum development and faculty construction[41]. - The company is implementing measures to enhance operational capital management efficiency and strengthen control over interest-bearing liabilities[42]. - The company is actively expanding its global presence, particularly in regions along the "Belt and Road" initiative, to tap into high-demand areas for higher education[41]. Educational Initiatives - Over the reporting period, the company introduced over 1,100 teachers and recognized nearly 100 senior "dual-qualified" teachers, enhancing teaching quality[11]. - The company established nearly 100 new partnerships with enterprises, hosting 799 recruitment events that attracted 5,346 companies and offered over 306,000 job positions[12]. - The company aims to enhance the integration of artificial intelligence in education and training, aligning with national strategies for innovation and talent development[27]. - The average placement rate for graduates increased steadily compared to the previous year, with a 90% pass rate for students in employment guidance training[30]. - The company provides pre-service training for new teachers to facilitate their integration into the teaching team[199]. Corporate Governance - The company has adhered to the corporate governance code and met the majority of the recommended best practices as of August 31, 2025[69]. - The company is focused on enhancing shareholder value through effective corporate governance practices and regular reviews[69]. - The company has established a new investment strategy under the leadership of the newly appointed Chief Investment Officer, effective January 23, 2025[77]. - The company has a diverse board consisting of nine directors, including three executive directors and three independent non-executive directors[75]. - The independent non-executive directors have confirmed their independence according to the listing rules[120]. - The company has established service contracts for all directors, which require re-election as per the articles of association[119]. - The company has received confirmations of independence from all independent non-executive directors as of the reporting date[120]. - The company has established a mechanism to avoid conflicts of interest among board members[187]. - The company has appointed three independent non-executive directors to balance the interests of shareholders and promote overall corporate benefits[187]. Shareholder Information - The company issued 444,792,885 shares through a rights issue, raising approximately HKD 87.4 million after expenses[68]. - The company redeemed all outstanding convertible bonds for a total settlement amount of USD 162,668,300, and issued 4,168,549 shares as part of the conversion of USD 2,070,000 in convertible bonds[68]. - The board of directors did not recommend a final dividend for the year ending August 31, 2025, due to funding arrangements[73]. - The company has a reserve available for distribution to shareholders of approximately RMB 5,132 million as of August 31, 2025[117]. - Wang Huiwu holds a total of 3,888,325,240 shares, representing approximately 47.27% of the company's equity[122]. - Major shareholder Maysunshine Holdings Limited owns 3,717,553,240 shares, accounting for 46.29% of the company's equity[126]. Risk Management - The company faces risks related to the competitive landscape in the private higher education sector in China, which may pressure pricing and profit margins[108]. - The company has implemented measures to mitigate various risks and uncertainties, as detailed in the corporate governance report[107]. - The company faces risks related to potential penalties that could adversely affect its ability to operate in China[182]. - The company has taken measures to ensure compliance with contractual arrangements, including terminating related party transactions and potentially restructuring operations[183]. Compliance and Regulatory Matters - The group has complied with relevant laws and regulations, including the Companies Ordinance and the Securities and Futures Ordinance, regarding information disclosure and corporate governance[103]. - The group is not aware of any significant non-compliance issues that could materially affect its business and operations for the fiscal year ending August 31, 2025[103]. - The company has confirmed compliance with the disclosure requirements of Chapter 14A of the Listing Rules regarding related party transactions[194]. - The company has not faced any regulatory interference regarding its contractual arrangements as of the date of the report[165]. Employee Information - The company has approximately 13,500 employees, with a gender diversity ratio of 34% male and 66% female[104]. - The total employee cost was approximately RMB 1,646.1 million, an increase from RMB 1,573.7 million as of August 31, 2024[104]. - The company participates in various employee social security plans managed by local governments, including housing, retirement, medical, maternity, and unemployment insurance[199]. - The company has not paid any compensation to directors to attract them to join or as compensation for leaving their previous positions[199].

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

希教国际控股公布25财年年报，全年收入39.6亿元，同比增长6.1%。净利润3.9亿元，经调整净利润(剔 除商誉减值及可转债处置费用等影响)7.4亿元，同比增长6.5%，公司业绩符合预期。 智通财经APP获悉，申万宏源发布研报称，维持希教国际控股(01765)目标价为0.79港元，维持"买入"评 级，该行认为公司成本上升见顶，盈利能力或迎来反弹，经过持续的办学持续投入，预计公司成本高速 增长期已过，公司运营效率也将提升。代表办学质量的生师比于25财年达到约为17.5:1，达到教育主管 部门的达标线，该行预计自26财年期公司毛利率将重启扩张。 申万宏源主要观点如下： 业绩简报 24财年至25财年公司出售8所高校资产，包含6所专科院校和2所本科院校。目前16所院校中有11所位于 川渝及贵州地区。另外5所分别位于宁夏，山西，江苏，内蒙和马来西亚。通过减少院校数量，缩小管 理半径，以提升运营效率。公司同时通过减少专科院校数量，提升本科院校占比，提升生均学费。在25 财年招生费用同比上升35.4%至3.27亿元的时候，仍能维持经调整净利率18.6%。26财年公司本科在校生 占比同比提升3个百分点至51%，专科生占比47 ...

Core Viewpoint - The report from Shenwan Hongyuan maintains a target price of HKD 0.79 for Xijiao International Holdings (01765) and a "Buy" rating, suggesting that the company's cost increases have peaked and profitability may rebound, with operational efficiency expected to improve after sustained investments in education [1] Group 1: Financial Performance - Xijiao International Holdings reported a revenue of CNY 3.96 billion for the fiscal year 2025, representing a year-on-year growth of 6.1% [2] - The net profit for the same period was CNY 390 million, while the adjusted net profit (excluding goodwill impairment and convertible bond disposal costs) was CNY 740 million, reflecting a year-on-year increase of 6.5% [2] Group 2: Cost Management and Operational Efficiency - The number of enrolled students in fiscal year 2025 was 291,000, a slight increase of 0.1% compared to fiscal year 2024, with a stable student structure where undergraduates accounted for 48% and vocational students for 49%, an increase of 2.4 percentage points year-on-year [3] - Average tuition fees increased by 6% to CNY 13,600 per academic year, while the main operating costs were controlled at CNY 2.29 billion, resulting in a gross margin of 42.1% [3] Group 3: Asset Management and Future Outlook - The company sold 8 low-efficiency educational assets, including 6 vocational colleges and 2 undergraduate colleges, to enhance operational efficiency by reducing the number of institutions and focusing on higher tuition fee-generating undergraduate programs [4] - In fiscal year 2025, despite a 35.4% increase in enrollment expenses to CNY 327 million, the adjusted net profit margin was maintained at 18.6%, with expectations for the proportion of undergraduate students to rise by 3 percentage points to 51% in fiscal year 2026, further improving profitability [4]

Investment Rating - The report maintains a "Buy" rating for the companies in the higher education sector, specifically for New Higher Education Group and Xijiao International Holdings [8][11]. Core Insights - The profitability of higher education companies is expected to rebound as the peak of cost increases has passed, with improvements in operational efficiency anticipated due to reduced capital expenditures [4][11]. - New Higher Education Group reported a revenue of 2.6 billion yuan for the fiscal year 2025, a year-on-year increase of 7.8%, with adjusted net profit reaching 812 million yuan, up 5.2% [6][8]. - The student structure is continuously optimized, with an increase in the proportion of undergraduate students, leading to higher average tuition fees [6][7]. - The report highlights the importance of maintaining high-quality education and the strategic focus on enhancing educational facilities to improve student learning environments [3][4]. Summary by Sections 1. Higher Education Sector - The education index increased by 1% during the week, outperforming the Hang Seng Index by 1.8 percentage points [5]. - New Higher Education Group's student enrollment decreased slightly by 0.6% to 139,000, but the proportion of undergraduate students increased, contributing to an 8.1% rise in average tuition fees to 16,700 yuan per year [6][7]. - The company’s operational costs rose by 9.2% to 1.68 billion yuan, with significant increases in labor costs, which grew by 14.7% [3][7]. 2. Cost Management and Profitability - The peak of cost increases is believed to have passed, with capital expenditures decreasing from 920 million yuan in fiscal year 2024 to 690 million yuan in fiscal year 2025 [4][8]. - The report anticipates a recovery in gross profit margins starting from fiscal year 2026, with projected profits for fiscal years 2026 and 2027 adjusted to 880 million yuan and 1 billion yuan, respectively [8][11]. - Xijiao International Holdings reported a revenue of 3.96 billion yuan for fiscal year 2025, a 6.1% increase, while net profit decreased by 36.9% [9][10]. 3. Investment Recommendations - The report suggests focusing on Hong Kong-listed higher education companies, as profitability is expected to improve with reduced capital expenditures and a more favorable revenue distribution model [13]. - Companies such as New Higher Education Group, Xijiao International Holdings, and others are highlighted as potential investment opportunities due to their strategic adjustments and market positioning [13].

Investment Rating - The report maintains a "Buy" rating for the overseas education sector, particularly highlighting the potential rebound in profitability for higher education companies as they enhance their operational efficiency and educational quality [4][16]. Core Insights - The profitability of higher education companies is expected to improve as they transition from a phase of high costs to a more stable operational environment, driven by an increase in the quality of education and student enrollment structures [4][16]. - The report emphasizes the importance of maintaining high-quality education and optimizing student demographics, which is reflected in the rising average tuition fees and accommodation costs [2][3][4]. Summary by Sections Overseas Education - The education index increased by 1% during the week, underperforming the Hang Seng Index by 1.8 percentage points, with a year-to-date increase of 8.2% [6]. - New Higher Education Group reported a revenue of 2.6 billion yuan for FY25, a 7.8% increase year-on-year, with adjusted net profit rising by 5.2% to 812 million yuan [2][7]. - The student enrollment decreased slightly by 0.6%, but the proportion of undergraduate students increased, leading to an 8.1% rise in average tuition fees to 16,700 yuan per year [2][7]. - The company’s operational costs grew by 9.2% to 1.68 billion yuan, with labor costs rising significantly, indicating a focus on maintaining educational quality [3][8]. - The report predicts that the peak of cost increases has passed, and profitability is set to rebound, with expected net profits of 880 million yuan and 1 billion yuan for FY26 and FY27, respectively [4][9]. Key Companies - Xijiao International Holdings reported a revenue of 3.96 billion yuan for FY25, a 6.1% increase, but net profit fell by 36.9% due to previous high costs [11][12]. - The company has optimized its school management by reducing the number of institutions, which is expected to enhance operational efficiency and profitability [12][13]. - The report suggests focusing on several key players in the sector, including New Oriental, TAL Education, and Huazhong Education, as they are expected to benefit from the improving market conditions [16]. Investment Recommendations - The report recommends attention to Hong Kong-listed higher education companies, as the profitability outlook is improving with reduced capital expenditures and stabilized operational costs [16]. - It also highlights the potential for growth in vocational education companies, particularly those adapting to market demands and enhancing their service offerings [16].

Core Insights - The company reported a revenue of 3.96 billion yuan for the fiscal year 2025, representing a year-on-year growth of 6.1%. However, net profit decreased by 36.9% to 390 million yuan. Adjusted net profit, excluding goodwill impairment and convertible bond disposal costs, was 740 million yuan, up 6.5% year-on-year, aligning with expectations [1][2]. Group 1 - The number of enrolled students for fiscal year 2025 was 291,000, a slight increase of 0.1% compared to fiscal year 2024. The student structure remained stable, with undergraduate students accounting for 48% (down 1.3 percentage points), vocational students at 49% (up 2.4 percentage points), and technical school students at 3% (down 1 percentage point) [1]. - Average tuition fees increased by 6% to 13,600 yuan per academic year. The main operating costs were 2.29 billion yuan, reflecting a year-on-year growth of 6.2%, slightly above the revenue growth rate [1]. - The gross profit margin was 42.1%, a slight decrease of 0.1 percentage points from fiscal year 2024 [1]. Group 2 - The company disposed of eight low-efficiency educational assets, including six vocational colleges and two undergraduate institutions, from fiscal year 2024 to 2025. This reduction in the number of institutions aims to enhance operational efficiency [2]. - Despite a 35.4% increase in enrollment expenses to 327 million yuan, the adjusted net profit margin remained stable at 18.6%, only down 0.1 percentage points from fiscal year 2024 [2]. - The proportion of undergraduate students is expected to increase by 3 percentage points to 51% in fiscal year 2026, while the proportion of vocational students is projected to decrease by 2 percentage points to 47% [2]. Group 3 - The company anticipates a rebound in profitability as the period of rapid cost growth has likely ended, with operational efficiency expected to improve. The student-to-teacher ratio reached approximately 17.5:1 in fiscal year 2025, meeting regulatory standards [3]. - The gross profit margin is projected to start expanding again from fiscal year 2026. Adjusted profit forecasts for fiscal year 2026 have been lowered to 760 million yuan from an earlier estimate of 1.27 billion yuan, with new projections for fiscal years 2027 and 2028 at 810 million yuan and 880 million yuan, respectively [3]. - The target price remains at 0.79 HKD, with a buy rating maintained [3].

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of HKD 0.79 [2][6]. Core Insights - The company reported a revenue of RMB 3.96 billion for FY25, representing a year-on-year growth of 6.1%, while net profit decreased by 36.9% to RMB 390 million. Adjusted net profit, excluding certain impairments, increased by 6.5% to RMB 740 million, aligning with expectations [3][4]. - The company has optimized its school count and strengthened headquarters management, which is expected to lead to a recovery in profit margins. The average tuition fee increased by 6% to RMB 13,600 per academic year [4][6]. - The company sold eight low-efficiency school assets from FY24 to FY25, aiming to enhance operational efficiency by reducing the number of schools and increasing the proportion of undergraduate students [5][6]. Financial Data and Profit Forecast - For FY25, the company’s revenue is projected at RMB 3.96 billion, with an adjusted net profit of RMB 738 million. The adjusted net profit is expected to grow to RMB 764 million in FY26 and RMB 812 million in FY27 [7][10]. - The gross margin for FY25 is reported at 42.1%, slightly lower than the previous year, but operational efficiency is anticipated to improve moving forward [4][6]. - The company’s student enrollment for FY25 is 291,000, with a stable student structure, where undergraduate students account for 48% and vocational students for 3% [4][5].