港股公司报告 | 公司点评 天立国际控股（01773） 证券研究报告 2024年06月 10日 投资评级 托管再落三子，模式进阶进展提速 行业 非必需性消费/支援服 务 天立与攀枝花十五中、滦州市海阳教育集团、衢州智造新城实验学校开展 6个月评级 买入（维持评级） 项目化合作办学 当前价格 4.39港元 目标价格 港元 近期，天立教育集团与攀枝花市第十五中学校在攀枝花市东区教育和体育 局举行项目化合作签约仪式；攀枝花市区委区政府经多次会议研究以及实 地考察，最终决定与天立教育在拔尖创新人才培养、特殊班型教育教学服 基本数据 务、教学课程资源共享、教学质量提升、教师培养等方面开展密切合作。 港股总股本(百万股) 2,154.00 港股总市值(百万港元) 9,456.06 攀枝花市东区区委教育工委书记、区教体局党组书记、局长曾清林指出以 每股净资产(港元) 1.16 市十五中未来为本，共同携手打造市十五中教育新模式，让合作办学尽快 资产负债率(%) 74.25 落地见效、开花结果。 一 年内最高/最低(港元) 5.75/1.73 此外，天立教育集团与滦州市海阳教育集团“质量共建校”揭牌仪式在滦 州举行，天立教育将 ...

Financial Performance - Revenue increased by 73.8% to RMB 1,645,443 thousand for the six months ended February 29, 2024, compared to RMB 946,591 thousand for the same period in 2023[4] - Gross profit rose by 57.2% to RMB 582,925 thousand, up from RMB 370,780 thousand in the previous year[4] - Net profit for the period grew by 65.6% to RMB 285,863 thousand, compared to RMB 172,649 thousand in 2023[4] - Adjusted net profit increased by 70.0% to RMB 319,474 thousand, up from RMB 187,904 thousand in the prior year[5] - Basic earnings per share increased by 69.5% to RMB 13.90 cents, compared to RMB 8.20 cents in 2023[4] - Revenue for the six months ended February 29, 2024, was RMB 1,645,443 thousand, a significant increase from RMB 946,591 thousand in the same period last year[70] - Gross profit for the six months ended February 29, 2024, was RMB 582,925 thousand, compared to RMB 370,780 thousand in the previous year[70] - Net profit for the six months ended February 29, 2024, was RMB 285,863 thousand, up from RMB 172,649 thousand in the same period last year[70] - Net profit attributable to the company's owners increased to RMB 288.881 million, up 67.8% from RMB 172.185 million in the same period last year[71] - Basic earnings per share rose to RMB 13.90 cents, a 69.5% increase from RMB 8.20 cents in the previous year[71] - Total revenue for the six months ended February 29, 2024, increased to RMB 1,645,443 thousand, up from RMB 946,591 thousand in the same period last year, representing a growth of approximately 73.9%[87] - Revenue from comprehensive education services rose to RMB 851,272 thousand, compared to RMB 517,780 thousand in the previous year, marking a 64.4% increase[87] - Revenue from restaurant operations increased to RMB 294,305 thousand, up from RMB 245,384 thousand, reflecting a 19.9% growth[87] - Product sales revenue surged to RMB 473,810 thousand, a significant increase from RMB 164,109 thousand in the prior year, representing a 188.7% growth[87] - Management and franchise fees grew to RMB 26,056 thousand, up from RMB 19,318 thousand, a 34.9% increase[87] - The company's profit attributable to ordinary equity holders increased to RMB 288,881 thousand for the six months ended February 29, 2024, compared to RMB 172,185 thousand for the same period in 2023[98] Operational Highlights - The company provided comprehensive education services to 36,708 high school students during the reporting period[6] - 83.5% of the company's 2023 high school graduates exceeded the Chinese university undergraduate admission score line, with 50.3% exceeding the first-tier university admission score line[8] - The company operates 50 schools across 36 cities in China, with a strong presence in Sichuan Province[9] - The number of full-time teachers increased to 2,060 as of February 29, 2024, up from 1,654 in the previous year[10] - The company provided school management and franchise services to 10 schools during the reporting period[11] - The company successfully separated five independently licensed for-profit high schools from integrated schools, with their financial performance consolidated into the group's financial statements[17] - The number of high school students increased by 43.8% from 25,524 in the 2022 fall semester to 36,708 in the 2023 fall semester, with new high school enrollments rising by 41% to 19,071[17] - Revenue increased by 73.8% from RMB 946.6 million in the six months ended February 28, 2023, to RMB 1,645.4 million in the six months ended February 29, 2024, driven by growth in integrated education services and product sales[20] - Revenue from integrated education services grew by 64.4% from RMB 517.8 million to RMB 851.3 million, primarily due to increased high school enrollments and a significant recovery in study tour business post-pandemic[20] - Product sales revenue reached RMB 473.8 million, including RMB 72.5 million from student supplies and RMB 401.3 million from agricultural products[20] - Revenue from restaurant operations increased by 19.9% from RMB 245.4 million to RMB 294.3 million, driven by a higher number of students served[20] - Management and franchise fees rose by 34.9% from RMB 19.3 million to RMB 26.1 million, attributed to the addition of three new schools to the managed school network[20] Financial Position - Total assets decreased from RMB 4,158.17 million as of August 31, 2023, to RMB 3,506.66 million as of February 29, 2024[16] - Total liabilities decreased from RMB 3,291.34 million as of August 31, 2023, to RMB 2,666.94 million as of February 29, 2024[16] - Net asset value decreased from RMB 866.84 million as of August 31, 2023, to RMB 839.72 million as of February 29, 2024[16] - Total non-current assets grew to RMB 7.447 billion, up 3.6% from RMB 7.186 billion as of August 31, 2023[72] - Cash and cash equivalents decreased significantly to RMB 652.332 million, down 56.6% from RMB 1.502 billion as of August 31, 2023[72] - Total current liabilities decreased to RMB 3.818 billion, down 16.5% from RMB 4.569 billion as of August 31, 2023[72] - Total equity increased to RMB 2.294 billion, up 9.2% from RMB 2.101 billion as of August 31, 2023[73] - Property, plant, and equipment increased to RMB 4.569 billion, up 2.6% from RMB 4.455 billion as of August 31, 2023[72] - Goodwill increased significantly to RMB 102.211 million, up 522.5% from RMB 16.413 million as of August 31, 2023[72] - Trade receivables increased to RMB 22.307 million, up 27.8% from RMB 17.448 million as of August 31, 2023[72] - Total assets less current liabilities increased to RMB 5.090 billion, up 2.1% from RMB 4.988 billion as of August 31, 2023[72] - Total equity increased to RMB 2,293,551,000 as of February 29, 2024, compared to RMB 2,100,975,000 as of August 31, 2023[75] - Reserves increased to RMB 2,177,297,000 as of February 29, 2024, up from RMB 1,919,373,000 as of August 31, 2023[75] - Share repurchases amounted to RMB 57,527,000 during the period[75] - The impact of the revised International Accounting Standard No. 12 resulted in an adjustment of RMB 5,507,000[75] - Dividends declared for 2023 amounted to RMB 49,739,000[75] - Acquisition of non-controlling interests resulted in a decrease of RMB 4,803,000 in equity[75] - Share-based payment expenses totaled RMB 28,140,000[75] - Foreign exchange differences on translation of overseas operations amounted to RMB 50,000[75] - The company's issued share capital remained unchanged at RMB 183,022,000[75] - Net profit for the period (restated) was RMB 172,185 thousand[77] - Total comprehensive income for the period (restated) was RMB 172,229 thousand[77] - Cash flow from operating activities before tax was RMB 382,137 thousand[78] - Depreciation of property, plant, and equipment amounted to RMB 79,865 thousand[78] - Amortization of intangible assets was RMB 41,189 thousand[78] - Fair value gain on financial assets at fair value through profit or loss was RMB 4,684 thousand[78] - Share-based compensation expenses were RMB 28,140 thousand[78] - Cash flow from operating activities was negative RMB 74,804 thousand[78] - Income tax paid was RMB 63,165 thousand[78] - Government grants received amounted to RMB 27,034 thousand[78] - Investment activities resulted in a net cash outflow of RMB 220,408 thousand for the six months ended February 29, 2024, compared to RMB 353,523 thousand for the same period in 2023[79] - Financing activities resulted in a net cash outflow of RMB 620,734 thousand for the six months ended February 29, 2024, compared to a net cash inflow of RMB 61,934 thousand for the same period in 2023[79] - The company's cash and cash equivalents decreased by RMB 915,946 thousand for the six months ended February 29, 2024, compared to a decrease of RMB 224,103 thousand for the same period in 2023[79] - As of February 29, 2024, the company had net current liabilities of approximately RMB 2,356,672 thousand, compared to RMB 2,198,351 thousand as of August 31, 2023[81] - The company had cash and cash equivalents of RMB 652,332 thousand as of February 29, 2024, compared to RMB 1,501,724 thousand as of August 31, 2023[81] - The company has unused bank financing totaling RMB 1,423,000 thousand as of February 29, 2024, which can be drawn upon within the next 1.5 to 6.5 years[81] - The company adopted new and revised International Financial Reporting Standards (IFRS) during the period, with no significant financial impact except for the amendments to IAS 12 regarding deferred taxes related to assets and liabilities arising from a single transaction[84] - The amendments to IAS 12 narrowed the scope of the initial recognition exception, requiring the company to recognize deferred tax assets and liabilities for temporary differences arising from transactions such as leases and decommissioning obligations[84] - The company recognized deferred tax assets for all deductible temporary differences related to lease liabilities and deferred tax liabilities for all taxable temporary differences related to right-of-use assets as of September 1, 2022[84] - Financial costs for the period amounted to RMB 35,595 thousand, compared to RMB 25,633 thousand in the same period last year, reflecting a 38.9% increase[93] - Pre-tax profit for the six months ended February 29, 2024, was impacted by costs of goods sold and services provided, totaling RMB 1,062,518 thousand, up from RMB 575,811 thousand in the prior year[94] - Tax expenses for the period increased to RMB 96,274 thousand, up from RMB 56,377 thousand in the previous year, driven by higher corporate income tax provisions in mainland China[95] - The company's property, plant, and equipment increased to RMB 4,568,682 thousand as of February 29, 2024, from RMB 4,454,733 thousand as of September 1, 2023, with additions of RMB 188,449 thousand[99] - The company's goodwill increased to RMB 102,211 thousand as of February 29, 2024, from RMB 16,413 thousand as of September 1, 2023, primarily due to the acquisition of subsidiaries[101] - The company's trade receivables totaled RMB 22,307 thousand as of February 29, 2024, with RMB 15,843 thousand due within three months and RMB 6,464 thousand overdue by more than three months[102] - The company's subsidiaries in China are subject to varying corporate income tax rates, with some benefiting from preferential rates such as 9% for Tibet Yongsi and 15% for Shenzhou Hongyu and Dayan ZhiGuang[96][97] - The company's lease liabilities increased to RMB 328,555 thousand as of February 29, 2024, from RMB 239,610 thousand as of September 1, 2023, with additions of RMB 54,812 thousand from subsidiary acquisitions[100] - The company's interest expenses capitalized as part of property, plant, and equipment amounted to RMB 20,814 thousand for the six months ended February 29, 2024, compared to RMB 17,703 thousand for the same period in 2023[99] - The company's share-based compensation plan resulted in the repurchase of 56,548,000 ordinary shares for cancellation, impacting the weighted average number of shares used for calculating basic earnings per share[98] - The company's subsidiaries in the education sector, such as Baise Tianli High School, benefit from a preferential corporate income tax rate of 15% due to their inclusion in encouraged industries under regional policies[97] - Total prepayments, deposits, and other receivables decreased to RMB 187,380 thousand from RMB 196,763 thousand compared to the previous period[103] - Trade payables increased to RMB 61,877 thousand from RMB 47,066 thousand, with the majority (RMB 55,747 thousand) due within three months[104] - Contract liabilities decreased significantly to RMB 924,491 thousand from RMB 1,315,089 thousand, primarily due to a reduction in advance payments for integrated education services[105] - Total interest-bearing bank and other borrowings increased to RMB 1,727,151 thousand from RMB 1,672,409 thousand, with secured loans accounting for the majority[106] - Secured loans increased to RMB 1,682,151 thousand from RMB 1,565,409 thousand, primarily backed by rights to school education services and subsidiary equity[107] - The company issued and fully paid 2,154,000,000 ordinary shares with a par value of HKD 0.1 each, equivalent to approximately RMB 183,022 thousand[108] - Restricted share awards decreased to 7,354,200 shares from 8,488,900 shares, with 1,134,700 shares vested during the period[110] - Outstanding share options remained at 61,000,000 with a weighted average exercise price of HKD 2.48 per share[111] - The company declared an interim dividend of RMB 4.17 cents per share, totaling RMB 88,237 thousand, an increase from RMB 52,342 thousand in the previous period[113] - The company acquired 80% equity of Shanghai Heru Education Technology Co., Ltd. and its subsidiary Shanghai Medford International High School for RMB 35,896,000 in cash, with an additional RMB 24,688,000 prepaid in previous years and RMB 6,000,000 in other payables[114][115] - The fair value of identifiable assets and liabilities of Heru Education at the acquisition date included property, plant, and equipment of RMB 5,852,000, other intangible assets of RMB 10,000,000, and right-of-use assets of RMB 52,629,000[115] - The net identifiable liabilities at fair value amounted to RMB -24,017,000, with non-controlling interests of RMB -4,803,000 and goodwill of RMB 85,798,000 recognized from the acquisition[115] - Since the acquisition, Heru Education contributed RMB 23,915,000 in revenue but resulted in a comprehensive loss of RMB 1,204,000 for the period[116] - The company's capital commitments for property, plant, and equipment as of February 29, 2024, amounted to RMB 80,740,000[117] - The company had outstanding balances with related parties, including RMB 674,635,000 due from affected businesses and RMB 2,198,976,000 payable to affected businesses[119][120] - Construction of property, plant, and equipment with related party Nanyuan Construction amounted to RMB 122,843,000 for the six months ended February 29, 2024[123] - The company granted advances of RMB 65,939,000 to affected businesses and received repayments of RMB 42,598,000 during the six months ended February 29, 2024[127] - The company received advances of RMB 23,000 thousand from Chengdu Shenzhou Tianli and RMB 4,050 thousand from Shanghai Yaqiao, totaling RMB 41,895 thousand for the affected business as of February 29, 2024[128] - Repayments of received advances amounted to RMB 68,945 thousand, with RMB 190,033 thousand repaid to Chengdu Shenzhou Tianli and RMB 409,180 thousand to the affected business, totaling RMB 599,213 thousand as of February 29, 2024[128] - The company provided financial guarantees for the affected business and Chengdu Shenzhou Tianli, with a total guarantee amount of RMB 514,281 thousand as of February 29, 2024[130] - The total compensation for key management personnel was RMB 18,606 thousand for the six months ended February 29, 2024, including RMB 1,406 thousand in salaries, allowances, and benefits, and RMB 17,166 thousand in share-based payment expenses[131] - The fair value of financial instruments measured at fair value through profit or loss was RMB 3,004 thousand as of February 29, 2024, with no significant changes in fair value hierarchy transfers during the period[134][136] - Non-current interest-bearing bank and other borrowings had a fair value of RMB 1,056,285 thousand as of February 29, 2024, classified under Level 3 of the fair value hierarchy[135] - The fair value of non-current payables to related parties was RMB 1,066,597 thousand as of February 29, 2024, also classified under Level 3 of the fair value hierarchy[135] - The company had no financial liabilities measured at fair value as of February 29, 2024[137] Corporate Governance and Shareholder Information - The company's executive director, chairman, and CEO, Mr. Luo Shi, holds a 43.29% interest in the company's shares, including beneficial interests, controlled corporate interests, spouse interests, and trust beneficiary interests[

港股公司报告 | 公司点评 天立国际控股（01773） 证券研究报告 2024年05月 01日 投资评级 数据验证能力，启动新轮成长 行业 非必需性消费/支援服 务 公司发布FY24H1财报 6个月评级 买入（维持评级） 当前价格 5.6港元 本期公司收入16.5 亿元，同增 74%；毛利5.8 亿元，同增 57%；净利 2.9 目标价格 港元 亿元，同增66%，调后净利3.2亿元，同增70%。 中期公司拟每股分红4.17分人民币，分红率约30%； 基本数据 港股总股本(百万股) 2,154.00 收入分拆看，综合教育服务8.5亿，同增64%。主要原因是：1）高中生入 读人数增长；2）疫情结束后游学业务迎来显著增长； 港股总市值(百万港元) 12,062.40 每股净资产(港元) 1.16 餐厅运营2.9亿，同增20%，系公司所服务学生人数增加； 资产负债率(%) 74.25 销售产品4.7亿，同增189%，包括销售学生用品（如通过在线校园商城向 一 年内最高/最低(港元) 5.75/1.73 学生提供的校服、床上用品、日用品及文具）收入约0.73亿及通过整合渠 道资源及物流体系供销农副产品收入约4 亿； 作 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1773） (1)截至二零二四年二月二十九日止六個月的中期業績公告； (2)有關截至二零二三年八月三十一日止年度的年報的進一步資料 (1) 截至二零二四年二月二十九日止六個月的中期業績公告 天立國際控股有限公司董事會欣然宣佈本集團截至二零二四年二月二十九日止六 個月的中期業績，連同截至二零二三年二月二十八日止六個月的比較數字。 財務摘要 | --- | --- | --- | --- | --- | |-------------------------------------|----------------------------------|------------------------------------|-------------------|------------| | | | | | | | | 截至 | 截至 | | | | | 二零二四 ...

Financial Performance - Revenue for the fiscal year ending August 31, 2023, reached RMB 2,302.54 million, a 160.3% increase compared to the previous year[7] - Gross profit for the fiscal year ending August 31, 2023, was RMB 778.85 million, a 165.3% increase compared to the previous year[7] - Net profit for the fiscal year ending August 31, 2023, was RMB 331.07 million, a 244.3% increase compared to the previous year[7] - Adjusted net profit for the fiscal year ending August 31, 2023, was RMB 365.66 million, a 276.4% increase compared to the previous year[7] - Basic earnings per share for the fiscal year ending August 31, 2023, were RMB 0.159, a 247.2% increase compared to the previous year[7] - Total dividends for the fiscal year ending August 31, 2023, were RMB 0.0477 per share, a 108.3% increase compared to the previous year[7] - The company's revenue for the fiscal year ending August 31, 2023, was RMB 2,302.54 million, a significant increase from RMB 884.37 million in the previous year[15] - Gross profit for the fiscal year ending August 31, 2023, was RMB 778.85 million, up from RMB 293.54 million in the previous year[15] - The company's net profit for the fiscal year ending August 31, 2023, was RMB 331.07 million, compared to RMB 96.16 million in the previous year[15] - Total revenue increased by 160.3% to RMB 2,302.5 million in the reporting year, driven by growth in comprehensive education services and product sales[30] - Net profit for the year rose to RMB 331.1 million, up from RMB 96.2 million in the previous year[28] - Gross profit rose by 165.3% to RMB 778.8 million, with the gross margin slightly increasing by 0.6 percentage points to 33.8%[35] Student Enrollment and Academic Performance - The number of high school students in the company's network increased by 43.8% to 36,708 at the beginning of the 2023 autumn semester[6] - The company's high school students achieved a college admission rate of 83.5%, with 50.3% exceeding the admission score for top-tier universities in China[6] - The company provided comprehensive education services to 25,524 high school students during the reporting year, with a 43.8% increase in high school enrollment to 36,708 students at the beginning of the 2023 fall semester[17] - Approximately 83.5% of the company's high school graduates in 2023 exceeded the Chinese university undergraduate admission score line, with 50.3% exceeding the first-tier university admission score line[11] - 83.5% of the company's 2023 high school graduates exceeded the Chinese university undergraduate admission score line, and 50.3% exceeded the first-tier university admission score line[19] - 127 high school graduates enrolled in top 50 global universities in 2023, an increase of 48 from 79 in 2022[19] - High school student enrollment grew by 43.8% to 36,708 students, with new high school student enrollment increasing by 41% to 19,071 students[27] Operational Expansion and Infrastructure - The company operates in 36 cities across China, with a presence in 50 schools as of August 31, 2023[6] - The company's education network covers 36 cities across China, providing services to 50 schools in 16 provinces and municipalities[10] - The company operates 50 schools across 36 cities in China as of August 31, 2023[20] - Full-time teachers increased to 2,090 as of August 31, 2023, up from 1,124 in the same period in 2022[20] - The company provides management and franchising services to 7 managed schools[21] - Comprehensive education services revenue surged by 253.8% to RMB 1,223.2 million, primarily due to increased high school enrollment and the addition of four independently operated high schools[30] - The company's construction-in-progress amounted to approximately RMB 333.6 million as of August 31, 2023, mainly related to eight school construction projects[71] - The company allocated HKD 200 million for potential acquisitions of high-quality targets, with HKD 161.74 million remaining unused as of August 31, 2023[50] - HKD 194.97 million was allocated for self-built and self-operated projects in first-tier and core cities, with HKD 43.9 million remaining unused as of August 31, 2023[50] - HKD 151.07 million was used for the expansion of self-built and self-operated projects, specifically for the Shenzhen Tianli International School as of August 31, 2023[51] - The company is exploring opportunities for overseas expansion, including potential acquisitions and partnerships with top 20 schools in the UK, Hong Kong, and other regions[52] Regulatory and Compliance - The company removed affected businesses from consolidated financial statements starting August 31, 2021, due to regulatory changes[21] - The company is monitoring the implementation of the "Regulations on the Promotion of Private Education" and its potential impact[21] - The company is closely monitoring developments related to the "Foreign Investment Law" and its potential implications[22] - The company lists 30 affected schools, primarily offering primary and secondary education, as of August 31, 2023[23] - The company has implemented measures to comply with the "Qualifications Requirements" under the "Regulations on Chinese-Foreign Cooperation in Running Schools"[52] - The company ensures control over its Chinese operating entities through structural contracts to comply with Chinese laws and regulations[53] - The "Implementation Regulations" effective from September 1, 2021, have created significant uncertainty regarding the enforceability of structural contracts for affected businesses[88] - The company has applied for and received approval from the stock exchange to exempt certain transactions under the structural contracts from strict compliance with listing rules, including disclosure and shareholder approval requirements[99] - Any changes to the structural contracts require approval from independent non-executive directors and, in some cases, independent shareholders[100] - The company's structural contracts allow it to retain the majority of the net profits generated by its Chinese operating entities, ensuring economic benefits without setting an annual cap on service fees payable to Tibet Yongsi[101] - The company can renew or replicate structural contracts for existing or new foreign-invested enterprises or operating companies under similar terms without shareholder approval, subject to Chinese laws and regulations[102] - The company will continuously disclose details of structural contracts in its annual reports, with independent non-executive directors and auditors reviewing and confirming compliance annually[103] - Independent non-executive directors confirmed that the ongoing related-party transactions were conducted on fair and reasonable terms, in the ordinary course of business, and in the best interests of shareholders[104] - The company's auditors confirmed that there were no issues with the transactions under the 2021 school construction framework agreement and structural contracts, and no dividends or distributions were made to school promoters or equity holders outside the group[105] - The company complied with all disclosure requirements under Chapter 14A of the Listing Rules regarding related-party transactions, with details provided in the financial statements and previous announcements[106] Corporate Governance and Leadership - The company's CFO, Mr. Wang Rui, has been serving as the Chief Financial Officer, Executive Director, and Joint Company Secretary since January 31, 2018[56] - Mr. Wang Rui holds a Bachelor's degree in Accounting from Southwestern University of Finance and Economics, obtained in July 2004[56] - The company's non-executive director, Mr. Pan Ping, has extensive experience in business management and development, and has served as the President of Red Star Macalline Group from May 2017 to October 2022[57] - Mr. Pan Ping graduated from the Central Party School in September 1985 and has been studying the Entrepreneur Scholar Program (DBA) at Cheung Kong Graduate School of Business since 2018[57] - The company's independent non-executive director, Mr. Liao Qiyu, has been serving as an independent non-executive director for several companies, including Sihuan Pharmaceutical Holdings Group Ltd. and Tigermed Consulting Co., Ltd.[58] - Mr. Liao Qiyu holds a Bachelor's degree in Mechanical Engineering from Imperial College London and an MBA in International Banking and Finance from the University of Birmingham[58] - The company's independent non-executive director, Mr. Yang Dong, has over 30 years of experience in the education industry in Sichuan and has been serving as a teacher at Chengdu Normal University since May 2012[58] - The company's independent non-executive director, Mr. Cheng Yiqun, has over 20 years of experience in providing legal services and has been serving as an independent non-executive director for several companies, including Jinzai Food Group Co., Ltd. and Wuhan Zhongco Ruihua Ecological Technology Co., Ltd.[59] - The company's Chairman and CEO, Mr. Luo Shi, was appointed as an Executive Director on January 31, 2018, and designated as the Chairman and CEO on June 26, 2018[60] - The company was incorporated in the Cayman Islands on January 24, 2017, and its shares were listed on the Main Board of the Hong Kong Stock Exchange on July 12, 2018[61] - The company's directors and senior officers are entitled to indemnification for losses or liabilities incurred in legal proceedings where they are acquitted or found not guilty[75] - The company's directors include executive directors Luo Shi and Wang Rui, and non-executive directors Tian Mu (resigned), Pan Ping, and Zhang Wenzao (appointed)[76] - Independent non-executive directors Liao Qiyu, Yang Dong, and Cheng Yiqun have confirmed their independence as per the listing rules[77] - Directors' service contracts are set to expire on July 11, 2024, for Luo Shi, Wang Rui, Liao Qiyu, Yang Dong, and Cheng Yiqun, and on April 24, 2026, for Pan Ping and Zhang Wenzao[78] - The company has no arrangements for any director to waive or agree to waive any remuneration, and no director received any remuneration for joining or leaving the company[79] - No director has a significant interest in any transaction, arrangement, or contract that is material to the company's business[80] - The company has no significant contracts with controlling shareholders or their associates during the fiscal year[81] - The company has non-exempt continuing connected transactions, including a school construction framework agreement with Nanyuan Construction, with annual caps set for the fiscal years ending August 31, 2022, 2023, and 2024[83] - The annual caps for the school construction framework agreement are RMB 1,500,000 for the fiscal year ending August 31, 2022, RMB 750,000 for the fiscal year ending August 31, 2023, and RMB 600,000 for the fiscal year ending August 31, 2024[84] - The transaction amount between the company and Nanyuan Construction under the 2021 school construction framework agreement was approximately RMB 84.861 million for the year ended August 31, 2023[85] - The company's structural contracts aim to control the financial and operational policies of Chinese operating entities, allowing indirect business operations in China while complying with local laws and regulations[86] - Risks associated with the structural contracts include potential non-compliance with Chinese laws, conflicts of interest with Chinese operating entity owners, and limitations on the ability to pledge school operator rights[87] - Under the exclusive business cooperation agreement, Tibet Yongsi provides technical services, management support, and advisory services to Chinese operating entities in exchange for fees[89] - The exclusive purchase right agreement grants Tibet Yongsi the right to purchase school operator rights or equity in Chinese operating entities at the minimum price allowed by Chinese laws[89] - The school operator and director/board member rights entrustment agreement authorizes Tibet Yongsi to exercise all rights of school operators on behalf of Chinese operating entities within the scope permitted by Chinese law[90] - The school operator authorization letters appoint Tibet Yongsi as the agent to exercise all rights of school operators for Chinese operating schools[91] - The director authorization letters appoint Tibet Yongsi as the agent to exercise all rights of directors for Chinese operating schools[92] - Shareholders and Chinese operating entities have irrevocably authorized Tibet Yongsi to exercise all rights as shareholders of the relevant Chinese operating entities, including voting rights, appointment of directors, and rights to declare dividends[93] - Tibet Yongsi has been granted the authority to act as an agent for shareholders and Chinese operating entities, exercising all rights on their behalf, including the transfer or pledge of equity in the relevant Chinese operating companies[94] - Spouses of registered shareholders have irrevocably agreed to restrictions on direct or indirect equity in Tianli Education, including limitations on transfer, pledge, or disposal of such equity[95] - Registered shareholders have unconditionally pledged all their equity in Tianli Education to Tibet Yongsi, granting a first-priority pledge interest to secure the performance of structural contracts[96] - Tibet Yongsi has agreed to provide interest-free loans to Tianli Education, with the funds to be used for capital injection into Chinese operating schools[97] - Tianli Education is considered a connected party under the listing rules due to its 99% ownership by Mr. Luo Shi, a director and controlling shareholder of the company[98] - The company's structural contracts allow it to retain the majority of the net profits generated by its Chinese operating entities, ensuring economic benefits without setting an annual cap on service fees payable to Tibet Yongsi[101] - The company can renew or replicate structural contracts for existing or new foreign-invested enterprises or operating companies under similar terms without shareholder approval, subject to Chinese laws and regulations[102] - The company will continuously disclose details of structural contracts in its annual reports, with independent non-executive directors and auditors reviewing and confirming compliance annually[103] - Independent non-executive directors confirmed that the ongoing related-party transactions were conducted on fair and reasonable terms, in the ordinary course of business, and in the best interests of shareholders[104] - The company's auditors confirmed that there were no issues with the transactions under the 2021 school construction framework agreement and structural contracts, and no dividends or distributions were made to school promoters or equity holders outside the group[105] - The company complied with all disclosure requirements under Chapter 14A of the Listing Rules regarding related-party transactions, with details provided in the financial statements and previous announcements[106] - As of August 31, 2023, no management or administrative contracts were entered into concerning the company's entire business or any major part thereof[107] - Mr. Luo Shi holds approximately 43.21% of the company's shares, including beneficial interests, controlled corporate interests, spousal interests, and trust beneficiary interests[108] - Sky Elite Limited holds 892,245,316 shares, representing 41.42% of the company's equity[111] - Tu Mengxuan, spouse of Luo Shi, holds 1,956,520 shares, with 1,565,216 shares vested as of August 31, 2023[109][112] - Luo Shi holds 6,521,733 shares fully vested as of August 31, 2023, and has 30,000,000 share options granted but not exercised[109] - Wang Rui holds 1,956,520 shares fully vested as of August 31, 2023, and has 7,000,000 share options granted but not exercised[109] - The company employs 5,029 employees as of August 31, 2023, up from 3,018 in the previous year[113] - Employee costs for the reporting year amounted to approximately RMB 566.4 million, compared to RMB 198.6 million in the previous year[113] - The maximum number of shares that can be awarded under the Pre-IPO Restricted Share Award Plan is 107,178,158 shares, representing approximately 4.98% of the company's issued share capital[117] - A total of 107,178,158 shares (approximately 4.98% of the company's total issued shares) were granted under the Pre-IPO Restricted Share Award Scheme as of August 31, 2023[123] - The Pre-IPO Restricted Share Award Scheme granted all 107,178,158 shares before the company's listing in July 2018[119] - The highest-paid five individuals (excluding directors) were granted 1,956,520 shares with a vesting schedule spanning from September 1, 2018, to September 1, 2023[124] - Class A shares totaling 85,265,137 were granted with a vesting period from July 12, 2018, to March 1, 2022[124] - Class B shares totaling 7,043,470 were granted with a vesting schedule from September 1, 2018, to September 1, 2023[124] - Class C shares totaling 4,434,778 were granted with a vesting schedule from December 1, 2018, to December 1, 2023[124] - The grant price for the shares under the Pre-IPO Restricted Share Award Scheme was RMB 0.77 per share[124] - As of August 31, 2023, 391,304 shares for the highest-paid five individuals and 782,624 Class B shares remained unvested[124] - The weighted average market price of the shares related to the vesting during the reporting year was HKD 1.45 for the highest-paid five individuals and Class B shares[124] - The weighted average market price of the shares related to the vesting during the reporting year was HKD 1.73 for Class C shares[124] - The maximum number of shares that may be issued under the Share Option Plan and any other share option plans of the Group shall not exceed 10% of the issued shares as of the listing date, equivalent to 200,000,000 shares, which represents 9.29% of the issued shares as of the reporting date[128] - The total number of shares issued or to be issued due to the exercise of share options granted to any one individual within a 12-month period shall not exceed 1% of the issued share capital of the company at the time of grant[129] - The total value of securities issued or to be issued due to the exercise of share options granted to a major shareholder or independent non-executive director or their associates within a 12-month period shall not exceed HKD 5.0 million based on the closing price of the securities on the grant date[131] - The Board may propose to grant share options to any

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1773） 年度業績公告 截至二零二三年八月三十一日止年度 財務摘要 | --- | --- | --- | --- | --- | |-------------------------------------|--------------|---------------|-------------|---------------------| | | | | | | | | 截至 | 截至 | | | | | 二零二三年 | 二零二二年 | | | | | 八月三十一日 | 八月三十一日 | | | | | 止年度 | 止年度 | 變動 | 百分比變動 | | | 人民幣千元 | 人民幣千元 | 人民幣千元 | | | 收益 | 2,302,540 | 884,372 | 1,418,168 | 160.3% | | 毛利 | 778,847 | 293,5 ...

[1 -> 14] 我看还是有比较多的新面孔所以我还是给大家全面的介绍一下我们天地格局控股的一些发展和中期的业绩以及包括我们未来的一些展望和发展战略 [15 -> 44] 然后我们集团的话是成立于2002年然后总部是位于四川省成都我们现在做的业务的话主要是为学生提供综合的多元化的一个教育服务那目前其实我们在全国已经有覆盖了17个省和直辖市在全国已经有超过50所学校然后在校生人数的话像今年秋期开学我们整个在校生人数就已经达到了10万人就从学生人数上来说我们已经是全国领先的这样一个教育机构 [44 -> 60] 然后这边可以看到我们整个的一个历史沿革和发展就我们在2002年在吴州创办了第一所中学那基本上前十年的时间我们就在吴州进行深耕深耕的一个经营和运作从初中学 [60 -> 79] 延展到了小学然后到培训学校再到幼儿园那在经过十年的一个发展和沉淀那我们在13年的时候才开始在省内进行一个扩张和复制那就去到了宜宾天力学校广元天力学校还有内加西昌以及雅安和昌西的一个天力学校 [79 -> 96] 那在2018年的時候我們是在香港聯交所主板上市的那在上市之後的話在整個上市資金的一個加持之下集團就進入了一個非常快速的一個 ...

天 立 国 际 控 股 有 限 公 司 Tianli International Holdings Limited ( 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ) 股份代號:1773 K 2023 中期報告 नेरॉ 者不 索不 - 2017-02-20 11:52:52 PM IST 2017-01-20 11:52:57 PM IST 2017-01-20 11:52:57 PM IST 11:52 PM IST 11:52 11:52 PM IST 11:52 官不 目錄 | --- | --- | |----------------------------------|-------| | | | | | | | | 頁次 | | 公司資料 2 | | | 財務摘要 3 | | | 管理層討論與分析 4 | | | 其他資料 18 | | | 獨立審閱報告 24 | | | 中期簡明綜合損益及其他全面收益表 | 25 | | 中期簡明綜合財務狀況表 26 | | | 中期簡明綜合權益變動表 28 | | | 中期簡明綜合現金流量表 30 | | | 中期簡明財務資料附註 32 | | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1773） 中期業績公告 截至二零二三年二月二十八日止六個月 天立國際控股有限公司董事會欣然宣佈本集團截至二零二三年二月二十八日止六 個月的中期業績，連同截至二零二二年二月二十八日止六個月的比較數字。 財務摘要 | --- | --- | --- | --- | --- | |-------------------------|--------------------------------------------------|-------------------------|-------------------|------------| | | 截至二月二十八日止六個月 二零二三年 人民幣千元 | 二零二二年 人民幣千元 | 變動 人民幣千元 | 百分比變動 | | 收益 | 946,591 | 399,063 | 547,528 | 137.20% ...