Financial Performance - For the six months ended February 28, 2025, the company reported revenue of RMB 1,278,104,000, representing a 7.2% increase from RMB 1,191,796,000 in the same period of 2024[10]. - Gross profit for the same period was RMB 597,927,000, which is a significant increase of 50.5% compared to RMB 397,225,000 in 2024[10]. - Adjusted net profit attributable to equity holders of the company reached RMB 434,529,000, marking a substantial growth of 108.7% from RMB 208,161,000 in the previous year[10]. - The adjusted gross profit for the six months was RMB 617,397,000, up 48.3% from RMB 416,252,000 in 2024[10]. - Operating profit for the six months was RMB 397.3 million, an increase of RMB 212.8 million or 115.3% from RMB 184.5 million in 2024, resulting in an operating profit margin of 31.1% compared to 15.5% in 2024[26]. - The adjusted net profit attributable to equity holders was RMB 434.5 million, an increase of RMB 226.4 million or 108.7% from RMB 208.2 million in 2024, with an adjusted net profit margin of 34.0% compared to 17.5% in 2024[27]. - Basic earnings per share for the period was RMB 0.11, up from RMB 0.05, reflecting a 120% increase[66]. - The company reported a net profit of RMB 405,788,000 for the period, compared to RMB 193,255,000 in the previous period, an increase of approximately 109.8%[73]. - The total equity attributable to equity holders of the company increased to RMB 8,237,927,000 from RMB 7,488,720,000, reflecting a growth of 10.0%[70]. Operational Highlights - The company has been operating private schools in China for over 20 years and is recognized as a leading operator in the sector based on enrollment numbers[16]. - The company plans to continuously improve educational infrastructure and expand its school network to ensure quality education for students[16]. - The company emphasizes the importance of developing modern talents with leadership skills and self-learning abilities as part of its educational goals[16]. - The company is committed to providing educational services that align with its values and contribute to the overall development of students[16]. - As of February 28, 2025, the company operated 10 schools, including 9 in China and 1 in Thailand, with ongoing plans to expand[18]. Financial Position - As of February 28, 2025, the group's cash and cash equivalents decreased by 38.1% to RMB 1,294.4 million from RMB 2,090.5 million as of August 31, 2024, primarily due to loan repayments and the redemption of convertible bonds[29]. - The current ratio as of February 28, 2025, improved to 0.63 from 0.53 as of August 31, 2024[29]. - The capital debt ratio as of February 28, 2025, was approximately 6.2%, a significant decrease from 18.4% as of August 31, 2024[29]. - Total assets as of February 28, 2025, were RMB 12,224,289,000, a decrease from RMB 12,539,531,000 as of August 31, 2024[70]. - Total liabilities decreased from RMB 5,005,731 thousand to RMB 3,939,704 thousand, representing a decline of approximately 21.4%[72]. Cost Management - The company reduced its adjusted cost of revenue to RMB 660.7 million, a decrease of RMB 114.8 million or 14.8% from RMB 775.5 million in 2024[21]. - Sales expenses decreased to RMB 16.8 million, down RMB 1.8 million or 9.6% from RMB 18.6 million in 2024, primarily due to reduced marketing and promotional expenses[24]. - Administrative expenses increased to RMB 158.5 million from RMB 152.5 million in 2024, attributed to normal business growth and inflation[24]. - Total expenses for the six months ended February 28, 2025, amounted to RMB 855,503,000, down from RMB 965,657,000 in the prior year, indicating a reduction of 11.4%[101]. Shareholder Information - As of February 28, 2025, Mr. Li holds approximately 53.71% of the company's shares, totaling 1,937,249,000 shares[46]. - Ms. Li holds approximately 53.84% of the company's shares, totaling 1,941,826,000 shares[46]. - The total issued shares of the company as of February 28, 2025, is 3,606,787,883 shares[46]. - The unexercised stock options under the Pre-IPO Share Option Scheme amount to 105,043,690 shares, representing approximately 2.5% of the company's issued share capital[52]. - The maximum number of shares that can be issued under the Share Award Scheme is capped at 270,000,000 shares, which is about 9% of the company's issued share capital as of the listing date[57]. Risks and Compliance - The group faced no significant foreign exchange risks as of February 28, 2025, except for bank deposits denominated in foreign currencies[30]. - The group continues to control consolidated subsidiaries through contractual agreements, in compliance with relevant Chinese laws and regulations[79]. - The group faces multiple financial risks, including market risk, credit risk, and liquidity risk, which are monitored and managed accordingly[87]. - The liquidity risk is managed by maintaining adequate levels of cash and cash equivalents, with expectations of internal cash flow generation and bank borrowings to meet future cash flow needs[88]. Discontinued Operations - The company is in the process of selling its subsidiary in Thailand, which has been classified as discontinued operations, with assets and liabilities separately classified as held for sale[96]. - The company reported a profit before tax of RMB 17,382,000 from discontinued operations, compared to RMB 19,298,000 in the prior year[161]. - The total liabilities associated with the discontinued operations were RMB 272,594,000, with current liabilities making up RMB 240,030,000[160]. Future Outlook - The company plans to enhance educational infrastructure and significantly increase investment in vocational education, focusing on high-potential higher education investment opportunities[20]. - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[76].

Financial Performance - The revenue for the six months ended February 28, 2025, was RMB 1,278,104, representing a 7.2% increase compared to RMB 1,191,796 for the same period in 2024[4]. - Gross profit for the same period was RMB 597,927, which is a 50.5% increase from RMB 397,225 in the previous year[4]. - Adjusted gross profit reached RMB 617,397, up 48.3% from RMB 416,252 in the prior year[4]. - Adjusted net profit attributable to equity holders was RMB 434,529, reflecting a significant increase of 108.7% compared to RMB 208,161 in the previous year[4]. - Operating profit for the six months was RMB 397,308, compared to RMB 184,509 in the same period last year[9]. - The company reported a net profit of RMB 407,366 for the period, up from RMB 195,338 in the previous year[9]. - The profit attributable to equity holders for the six months ended February 28, 2025, was RMB 405,788,000, a significant increase from RMB 193,255,000 in the same period of 2024, representing a growth of approximately 109.9%[10]. - The total comprehensive income attributable to equity holders for the same period was RMB 141,524,000, down from RMB 182,708,000 in 2024, indicating a decrease of about 22.6%[12]. - The basic earnings per share for the six months ended February 28, 2025, was RMB 0.11, compared to RMB 0.05 in the same period of 2024, representing a growth of 120%[10]. Cost Management - The cost of revenue decreased to RMB 680,177 from RMB 794,571, indicating improved cost management[9]. - Administrative expenses increased slightly to RMB 158,544 from RMB 152,528, showing a controlled rise in operational costs[9]. - The company’s revenue cost decreased by RMB 114.8 million or 14.8% to RMB 660.7 million compared to RMB 775.5 million in 2024[89]. - Employee benefits expenses for the six months ended February 28, 2025, were RMB 319,266 thousand, down from RMB 357,595 thousand in the same period of 2024, a decrease of approximately 10.7%[38]. - Adjusted administrative expenses for the period were RMB 153.7 million, an increase of RMB 5.8 million from RMB 147.9 million in 2024, primarily due to normal business growth and inflation[93]. Cash Flow and Assets - The net cash flow from operating activities for the six months ended February 28, 2025, was RMB 1,068,086,000, slightly lower than RMB 1,091,962,000 in 2024, reflecting a decrease of approximately 2.2%[15]. - The company reported a decrease in cash and cash equivalents to RMB 1,294,436,000 as of February 28, 2025, down from RMB 2,090,467,000 in the previous year, a decline of approximately 38.1%[13]. - The company’s total assets as of February 28, 2025, were RMB 12,224,289,000, compared to RMB 12,539,531,000 as of August 31, 2024, showing a decline of about 2.5%[13]. - The company’s non-current assets totaled RMB 10,318,592,000 as of February 28, 2025, slightly down from RMB 10,381,686,000 in the previous year, a decrease of about 0.6%[13]. - The company’s total liabilities decreased from RMB 1,193,805,000 as of August 31, 2024, to RMB 1,062,154,000 as of February 28, 2025[56]. Financing Activities - As of February 28, 2025, the group reported a net cash outflow from financing activities of RMB 1,306,892,000, compared to RMB 213,838,000 in the previous year[16]. - The company issued convertible bonds totaling RMB 1,876,402,000, with a coupon rate of 0.90% per annum[60]. - The company repurchased and canceled convertible bonds with a principal amount of HKD 614,000,000, resulting in other income of approximately HKD 186,000,000[62]. - The remaining principal amount of convertible bonds is HKD 974,000,000, which will be fully repaid by December 27, 2024, at an interest rate of 0.9% per annum[64]. - The company plans to redeem HKD 430,000,000 to bondholders on the fifth business day after the special resolution is passed[71]. Operational Focus and Strategy - The company plans to continue focusing on market expansion and new product development to sustain growth in the upcoming periods[6]. - The company plans to enhance educational infrastructure and increase investment in vocational education, focusing on high-potential higher education investment opportunities[84]. - The company aims to continuously improve educational infrastructure and expand its school network[79]. - The group operates primarily in the private education sector in mainland China and Thailand, focusing on high school to university education services[27]. Discontinued Operations - The group is in the process of selling its subsidiary in Thailand, classifying it as a discontinued operation[30]. - Revenue from discontinued operations for the six months ended February 28, 2025, was RMB 64,062,000, compared to RMB 61,511,000 for the same period in 2024[78]. - The total assets of the discontinued operations group amount to RMB 381,895,000[77]. - The net assets of the discontinued operations group are valued at RMB 109,301,000[77]. Regulatory and Compliance - The group has adopted new accounting standards effective from September 1, 2024, with no significant impact expected on current or future periods[24]. - The company continues to control consolidated subsidiaries through contractual agreements, in compliance with relevant Chinese laws and regulations[18]. - The board of directors has reviewed management's assessment of the group's financial resources and believes it will have sufficient funds to meet its financial obligations for the next twelve months[22]. Employee and Workforce - The number of employees decreased to 7,806 as of February 28, 2025, from 8,125 as of February 29, 2024[109]. - Total salary costs for the six months ended February 28, 2025, amounted to RMB 319.3 million, a decrease from RMB 357.6 million for the same period in 2024[110].

截至2024年2月29日止六個月，本集團主要於中國營運，大部分交易以本公司主要併表附屬實 體的功能貨幣人民幣（「人民幣」）結算。本集團收購泰國一所大學，使本集團面臨外匯風險。 然而，管理層監察外匯風險，並將在必要時考慮對沖重大外匯風險。於2024年2月29日，除以 外幣計值的銀行存款及可換股債券外，本集團經營業務並無任何重大外匯風險。 於2024年2月29日及2023年2月28日，我們分別有8,125名及8,876名僱員。本集團僱用的僱員 人數視乎需求而不時變動。僱員薪酬根據現行行業慣例及僱員的教育背景、經驗及表現釐定。 本集團定期審閱僱員的薪酬政策及待遇。本公司按中國法律法規要求為僱員參加多項由地方 政府管理的僱員社保計劃，包括住房公積金、養老金、醫療保險、社會保險及失業保險等。 本集團截至2024年2月29日止六個月的薪酬成本總額為人民幣380.3百萬元（截至2023年2月28 日止六個月：人民幣312.1百萬元）。 企業管治及其他資料 截至2024年2月29日止六個月，本公司已遵守上市規則附錄C1所載企業管治守則第2部的全部 適用守則條文。 本公司已向全體董事及相關僱員作出特定查詢，彼等確認截至2024 ...

Financial Performance - For the six months ended February 29, 2024, the revenue was RMB 1,253,307 thousand, representing a 5.4% increase from RMB 1,188,765 thousand in the same period of 2023[6] - Gross profit for the same period was RMB 431,432 thousand, a decrease of 22.7% compared to RMB 557,921 thousand in the prior year[6] - Adjusted gross profit was RMB 452,603 thousand, down 21.8% from RMB 579,075 thousand year-over-year[6] - The adjusted net profit attributable to equity holders was RMB 229,584 thousand, reflecting a significant decline of 52.5% from RMB 483,523 thousand in the previous year[6] - Revenue for the six months ended February 29, 2024, was RMB 1,253.3 million, an increase of 5.5% from RMB 1,188.8 million for the same period in 2023[10] - Gross profit decreased to RMB 431.4 million, down 22.6% from RMB 557.9 million year-over-year[10] - Operating profit for the six months ended February 29, 2024, was RMB 205.4 million, a decline of 64.4% compared to RMB 576.1 million in the previous year[17] - Net profit attributable to equity holders was RMB 193.3 million, a decrease of 67.1% from RMB 586.7 million for the same period in 2023[21] - The company reported a net profit of RMB 195,338 thousand for the six months ended February 29, 2024, compared to RMB 589,688 thousand for the same period in 2023, indicating a decrease of about 66.8%[66] Expenses and Costs - Administrative expenses increased to RMB 162.4 million, up 71.5% from RMB 94.6 million year-over-year, primarily due to higher personnel costs and depreciation[14] - Other income decreased by 38.2% to RMB 8.6 million from RMB 14.0 million, mainly due to reduced government grants and subsidies[15] - Employee benefit expenses increased to RMB 380,307,000 for the six months ended February 29, 2024, compared to RMB 312,065,000 for the same period in 2023, reflecting a growth of approximately 21.9%[55] - Depreciation expenses for property, plant, and equipment rose to RMB 252,219,000, up from RMB 123,577,000, indicating a significant increase of about 104.9%[55] - The group’s adjusted cost of revenue for the six months ended February 29, 2024, was RMB 800.7 million, an increase of RMB 191.0 million or 31.3% from RMB 609.7 million in 2023[144] Cash Flow and Liquidity - Cash and cash equivalents decreased by 42.7% to RMB 1,357.8 million from RMB 2,371.0 million as of August 31, 2023, primarily due to investments in long-term assets[23] - Operating cash flow for the six months ending February 29, 2024, was RMB 1,091,962 thousand, a significant increase of 234.5% compared to RMB 326,718 thousand for the same period in 2023[32] - The company reported a net cash outflow from investing activities of RMB (1,889,200) thousand for the six months ending February 29, 2024, compared to RMB (1,051,139) thousand for the same period in 2023, reflecting an increase in investment expenditures[32] - The company has cash and cash equivalents of RMB 1,357,840,000 as of February 29, 2024, but lacks sufficient cash to fully repay convertible bonds due on December 27, 2024[47] - Cash and cash equivalents available as of February 29, 2024, amount to RMB 1,357,840,000, which may not be sufficient to repay the convertible bonds if mandatory conversion does not occur before the due date[186] Assets and Liabilities - As of February 29, 2024, total liabilities amounted to RMB 4,993,755 thousand, slightly up from RMB 4,992,800 thousand as of August 31, 2023, indicating a marginal increase of 0.02%[31] - The total assets as of February 29, 2024, amounted to RMB 12,179,488 thousand, compared to RMB 10,709,655 thousand as of February 28, 2023, showing an increase of about 13.8%[66] - The total liabilities as of February 29, 2024, were RMB 4,993,755 thousand, a decrease from RMB 4,283,101 thousand as of February 28, 2023, representing a reduction of approximately 16.5%[66] - The current ratio as of February 29, 2024, was 0.34, down from 0.77 as of August 31, 2023[23] - The capital debt ratio was approximately 17.4% as of February 29, 2024, compared to 20.8% as of August 31, 2023[24] Strategic Outlook - The company continues to focus on strategic acquisitions to enhance its educational offerings and market presence[7] - Future outlook remains cautious due to market conditions, with ongoing assessments of operational efficiency and cost management strategies[7] - The group plans to continuously improve educational infrastructure and expand its school network, focusing on vocational education investment[139] Governance and Compliance - The company has complied with the standard code of conduct for securities trading as of February 29, 2024, with no reported violations[162] - The company has adhered to the corporate governance code as per the listing rules, ensuring high standards of corporate governance practices[170] - The company will continue to regularly review and monitor its corporate governance practices to ensure compliance with the corporate governance code[170] - The company has established an audit committee consisting of three independent non-executive directors, with the audit committee reviewing the interim financial data for the six months ending February 29, 2024[173] Employee and Operational Metrics - The group employed 8,125 employees as of February 29, 2024, down from 8,876 employees in 2023[151] - The group recorded cash and cash equivalents of RMB 1,357,840,000 as of February 29, 2024, but lacks sufficient cash to fully repay convertible bonds due on December 27, 2024[47] Convertible Bonds and Financial Management - The company plans to negotiate with convertible bondholders in October 2024 to amend terms including interest rates and maturity dates, indicating proactive financial management strategies[39] - Management is actively seeking alternative financing arrangements outside mainland China to ensure sufficient resources for repaying convertible bonds when necessary[39] - The total outstanding principal amount of remaining debts is HKD 974,000,000, equivalent to approximately RMB 883,905,000, due for repayment on December 27, 2024[186]

(d) 各登記股東於2016年9月7日簽立的不可撤銷授權書（「2016年授權書」），委任外商獨資企業或 外商獨資企業代名人（不包括李先生、李女士或其他非獨立人士或可能造成利益衝突的人士） 作為其實際代理，以根據各自組織章程細則及中國相關法律法規委任董事並代其就宇華投資 管理、鄭州宇華教育投資或鄭州中美教育投資須經股東批准的全部事宜進行表決。 (b) (i)外商獨資企業、(ii)鄭州秦風及(iii)登記股東於2018年9月1日訂立的獨家認購期權協議（「2018 年獨家認購期權協議」），據此，登記股東向外商獨資企業授出獨家、無條件及不可撤銷的購 股權以向登記股東購買鄭州秦風的全部或部分股權； (d) 各登記股東於2018年9月1日簽立的授權書（「2018年授權書」），委任外商獨資企業或外商獨資 企業代名人（不包括李先生、李女士或其他非獨立人士或可能造成利益衝突的人士）作為其實 際代理，以根據各自組織章程細則及中國相關法律法規委任董事並代其就鄭州秦風須經股東 批准的全部事宜進行表決；及 (a) (i)外商獨資企業、(ii)承讓人及(iii)登記股東於2019年7月1日訂立的獨家管理顧問及業務合作協 議（連同下文(f ...

Financial Performance - For the fiscal year ending August 31, 2023, the total revenue was RMB 2,380,276 thousand, showing a slight decrease of 0.0% compared to RMB 2,380,372 thousand in the previous year[2]. - Gross profit for the same period was RMB 1,147,732 thousand, representing a decline of 19.1% from RMB 1,418,942 thousand year-over-year[2]. - Adjusted gross profit was RMB 1,191,308 thousand, down 18.6% from RMB 1,463,139 thousand in the prior year[4]. - The adjusted net profit attributable to equity holders of the company was RMB 969,430 thousand, a decrease of 22.0% from RMB 1,242,516 thousand in the previous year[2]. - Operating profit for the year was RMB 1,127,706 thousand, a slight decrease from RMB 1,145,926 thousand in 2022[10]. - Net profit attributable to equity holders of the company was RMB 1,134,726 thousand, compared to RMB 1,125,705 thousand in the previous year, showing a marginal increase[10]. - The total expenses for the year were RMB 1,457,956,000, compared to RMB 1,188,170,000 in the previous year, indicating an increase of approximately 23%[69]. - The profit attributable to equity holders for the year ended August 31, 2023, was RMB 1,134,726,000, compared to RMB 1,125,705,000 for the year ended 2022, representing a slight increase of 0.1%[84]. - The adjusted profit attributable to equity holders decreased to RMB 942,141,000 for the year ended August 31, 2023, down from RMB 1,214,692,000 in 2022, reflecting a decline of approximately 22.4%[84]. Assets and Liabilities - Total assets increased to RMB 11,986,372 thousand as of August 31, 2023, up from RMB 11,492,803 thousand in 2022[14]. - The total liabilities as of August 31, 2023, were RMB 4,992,800 thousand, compared to RMB 5,669,746 thousand as of August 31, 2022, showing a reduction of approximately 11.9%[50]. - As of August 31, 2023, the group's current liabilities exceeded current assets by RMB 753,394,000, which includes contract liabilities of RMB 729,591,000 and current borrowings of RMB 1,236,900,000[28]. - The total borrowings reached RMB 1,456,900,000 as of August 31, 2023, compared to RMB 640,198,000 in 2022, indicating a significant increase of approximately 128.5%[100]. - The company has RMB 1,236,900,000 in borrowings due within one year, a substantial rise from RMB 210,198,000 in the previous year, reflecting an increase of approximately 487.5%[101]. Cash Flow - The company reported operating cash flow of RMB 420,763,000 for the year ending August 31, 2023, a significant decrease from RMB 2,205,241,000 in the previous year[117]. - The group reported a net cash outflow from investing activities of RMB 2,319,893 thousand, compared to RMB 294,285 thousand in the previous year[18]. - Financing activities resulted in a net cash outflow of RMB 15,166 thousand, contrasting with a net inflow of RMB 644,308 thousand in 2022[20]. - The group's cash and cash equivalents decreased from RMB 4,240.8 million as of August 31, 2022, to RMB 2,371.0 million as of August 31, 2023, primarily due to investments in fixed assets and repayment of convertible bonds[145]. Investments and Acquisitions - The company continues to explore market expansion opportunities and potential acquisitions to strengthen its educational offerings[4]. - The group did not make any significant investments or acquisitions during the fiscal year ending August 31, 2023[149][150]. - The company has added a new vocational college, Zhengzhou Software Vocational and Technical College, to its operations as of May 30, 2023[120]. Employee and Operational Metrics - Employee benefits expenses increased to RMB 649,933,000 from RMB 550,515,000 year-on-year, reflecting a growth of approximately 18%[69]. - As of August 31, 2023, the total employee count was 8,386, an increase from 7,376 in the previous year, reflecting a growth of approximately 13.7%[155]. - The total salary cost for the year ending August 31, 2023, was RMB 649.9 million, up from RMB 550.5 million for the year ending August 31, 2022, representing an increase of about 18%[155]. Corporate Governance and Compliance - The company has complied with all applicable corporate governance codes as of August 31, 2023[162]. - There were no major litigations or arbitrations involving the company during the reporting period[175]. - The company has established a remuneration committee to review and determine the compensation of senior management based on performance and contributions[155]. Future Outlook and Plans - The company plans to continuously improve educational infrastructure and expand its school network, with a focus on providing quality education[120]. - The company aims to significantly increase investment in vocational education and is actively seeking higher education investment opportunities with growth potential[127]. Shareholder Information - The board of directors did not recommend the distribution of a final dividend for the year ending August 31, 2023[158]. - The annual performance announcement will be published on the Hong Kong Stock Exchange and the company's website[181]. - The annual report for the year ending August 31, 2023, will be made available to shareholders in due course[181].

Financial Performance - Total revenue for the six months ended February 28, 2023, was RMB 1,203,707 thousand, a decrease from RMB 1,203,707 thousand for the same period in 2022[2] - Gross profit for the same period was RMB 681,837 thousand, compared to RMB 681,837 thousand in the previous year[2] - Operating profit for the six months ended February 28, 2023, was RMB 552,834 thousand, reflecting a decrease from RMB 552,834 thousand in the prior year[2] - Profit attributable to equity holders for the six months ended February 28, 2023, was RMB 586,749 thousand, an increase from RMB 542,331 thousand in the same period of 2022[20] - Basic earnings per share remained stable at RMB 0.16 for both the six months ended February 28, 2023, and February 28, 2022[20] - Revenue for the six months ended February 28, 2023, was RMB 1,188,765, a decrease of 1.2% compared to RMB 1,203,707 for the same period in 2022[54] - Adjusted net profit attributable to equity holders was RMB 483.5 million, a decrease of RMB 92.3 million or 16.0% from RMB 575.8 million in 2022[122] Asset and Liability Management - Non-current assets in mainland China increased to RMB 7,429,901 thousand as of February 28, 2023, from RMB 6,900,981 thousand as of August 31, 2022[5] - The total assets as of February 28, 2023, amounted to RMB 10,709,655 thousand, a decrease from RMB 11,492,803 thousand as of August 31, 2022, representing a decline of approximately 6.8%[103] - The total liabilities of the company amounted to RMB 4,283,101 thousand, a decrease of 24.4% from RMB 5,669,746 thousand as of August 31, 2022[105] - The current liabilities decreased significantly to RMB 2,475,656 thousand, down 45.5% from RMB 4,561,038 thousand as of August 31, 2022[105] Employee and Operational Costs - Employee benefits expenses rose to RMB 312,065 thousand for the six months ended February 28, 2023, compared to RMB 294,446 thousand in the previous year[8] - The total salary cost for the group for the six months ended February 28, 2023, was RMB 312.1 million, compared to RMB 294.4 million for the same period in 2022[157] - The company’s administrative expenses decreased to RMB 90.0 million, down RMB 7.5 million or 7.7% from RMB 97.5 million in 2022, attributed to cost control measures[134] Investment and Financing Activities - The company reported a net cash outflow from financing activities of RMB (986,350) thousand, compared to an inflow of RMB 704,038 thousand in the previous period[91] - The total borrowings decreased to RMB 480,101,000 as of February 28, 2023, from RMB 640,198,000 as of August 31, 2022, reflecting a reduction of approximately 25.0%[69] - The average interest rate on bank loans during the period was 4.089%, up from 3.900% in the previous year[69] Shareholder Information - The total number of issued shares is 3,594,493,833[187] - Mr. Li holds 1,937,249,000 shares, representing approximately 53.89% of the company's shares[193] - Ms. Li holds 1,941,826,000 shares, representing approximately 54.02% of the company's shares[193] - Baikal Lake Investment controls 1,917,500,000 shares, representing approximately 53.35% of the company's shares[193] Strategic Initiatives - The company plans to continuously improve educational infrastructure to expand its school network and ensure quality education for students[86] - The company intends to transform existing K-12 schools into higher vocational colleges and increase investment in vocational undergraduate education at its universities[87] - The company is focused on expanding its vocational education offerings, including plans for new campuses and increased investment in vocational undergraduate education[178] Regulatory and Compliance Matters - The implementation of the "Regulations on the Promotion of Private Education" has introduced significant uncertainty and restrictions on the company's affected businesses, prompting a restructuring of operations[87] - The company is in compliance with the foreign investment regulations in China's education sector, which restrict foreign ownership to below 50% in cooperative educational institutions[182] Cash Flow and Liquidity - Cash and cash equivalents decreased to RMB 2,531,862 thousand from RMB 4,240,783 thousand, indicating a reduction of about 40.3%[103] - The cash flow from operating activities for the six months ended February 28, 2023, was RMB 320,896 thousand, a decrease of 67.8% from RMB 998,887 thousand for the same period in 2022[115] - The current ratio as of February 28, 2023, improved to 1.22 from 0.95 as of August 31, 2022[145]

Financial Performance - For the six months ended February 28, 2023, total revenue was RMB 1,188,765,000, a decrease of 1.24% compared to RMB 1,203,707,000 for the same period in 2022[11]. - Gross profit for the same period was RMB 681,837,000, resulting in a gross margin of approximately 57.3%[10]. - Operating profit was RMB 552,834,000, reflecting a slight decrease from RMB 552,834,000 in the previous year[10]. - Net profit for the period was RMB 547,819,000, compared to RMB 569,146,000 for the same period in 2022, indicating a decrease of 3.75%[10]. - Basic earnings per share remained stable at RMB 0.16 for both periods[17]. - The adjusted net profit attributable to equity holders was RMB 483.5 million, a decrease of RMB 92.3 million or 16.0% compared to the same period in 2022[38]. - The adjusted gross profit for the same period was RMB 579.1 million, down RMB 123.6 million or 17.6% from RMB 702.7 million in 2022, with an adjusted gross profit margin of 48.7% compared to 58.4% in 2022[40]. - The group reported a decrease in administrative expenses to RMB 90.0 million for the six months ended February 28, 2023, down from RMB 97.5 million in 2022, primarily due to cost control measures[43]. - The group’s operating profit for the six months ended February 28, 2023, was RMB 576.1 million, compared to RMB 552.8 million in 2022, reflecting a positive trend in profitability[70]. - The company does not recommend the payment of an interim dividend for the period ended February 28, 2023, consistent with the previous year[32]. - The company reported a profit attributable to equity holders of RMB 586,749,000 for the six months ended February 28, 2023, compared to RMB 542,331,000 for the same period in 2022, representing an increase of approximately 8.2%[181]. - The net profit margin for the six months ended February 28, 2023, was 49.4%, up from 45.1% in the same period of 2022[132]. Assets and Liabilities - Total assets as of February 28, 2023, were RMB 10,417,598,000, compared to RMB 10,816,969,000 as of February 28, 2022[10]. - Total liabilities decreased to RMB 5,184,529,000 from RMB 5,552,823,000 in the previous year[10]. - Non-current assets in mainland China increased to RMB 7,429,901,000 from RMB 6,900,981,000[11]. - The group's total bank borrowings as of February 28, 2023, amounted to RMB 480.1 million, secured by guarantees from related parties and equity pledges of certain subsidiaries[52]. - As of February 28, 2023, the group's current assets amounted to RMB 3,015.7 million, with cash and restricted cash at RMB 2,532.4 million and other current assets at RMB 483.3 million[74]. - The group's current liabilities were RMB 2,475.7 million, including accrued expenses and other payables of RMB 1,099.1 million, borrowings of RMB 210.1 million, and contract liabilities of RMB 1,157.4 million[74]. - The current ratio as of February 28, 2023, was 1.22, an increase from 0.95 on August 31, 2022[74]. - Total liabilities decreased to RMB 4,283,101 thousand from RMB 5,669,746 thousand, indicating a reduction of approximately 24.4%[148]. - Current liabilities decreased to RMB 2,475,656 thousand from RMB 4,561,038 thousand, a reduction of approximately 45.5%[148]. Cash Flow and Investments - The net cash used in investing activities was RMB (1,051,139,000), significantly higher than RMB (333,938,000) in the previous year[115]. - The total cash and cash equivalents at the end of the period were RMB 2,531,862,000, down from RMB 2,998,310,000 at the end of the previous year[115]. - The company reported a net cash outflow from investing activities of RMB (1,051,139) thousand, compared to RMB (333,938) thousand in the previous year[149]. - The company has not made or held any significant investments during the six months ended February 28, 2023, that represent 5% or more of its total assets[51]. Employee and Operational Metrics - The total number of employees as of February 28, 2023, was 8,876, with teachers making up 81.1% of the workforce[80]. - Employee benefits expenses increased to RMB 312,065,000 for the six months ended February 28, 2023, up from RMB 294,446,000 in the previous year, reflecting a growth of about 6.0%[176]. - The company had no single customer contributing more than 10% of total revenue as of February 28, 2023, indicating a diversified customer base[173]. - The company has not encountered any significant labor disputes or difficulties in recruiting employees during the reporting period[98]. Corporate Governance and Compliance - The board aims to maintain high standards of corporate governance, which is crucial for protecting shareholder interests and enhancing corporate value[101]. - The group has complied with all applicable corporate governance codes as of February 28, 2023[83]. - There were no significant lawsuits or arbitration involving the group as of February 28, 2023[87]. Strategic Focus and Future Plans - The group plans to enhance educational infrastructure and significantly increase investment in vocational education, focusing on management post-expansion to maximize shareholder value[37]. - The company is focused on expanding its educational services in China and Thailand, particularly in the private education sector[154]. - The company completed the placement of 220,000,000 shares, raising significant capital for future investments[110]. Miscellaneous - The company operates in the private education sector, providing services from high school to university levels in mainland China and Thailand[198]. - The interim consolidated financial information for the six months ended February 28, 2023, is prepared in accordance with International Accounting Standards[199]. - There is no significant impact expected on previously recognized amounts or on current or future periods due to the revised International Accounting Standard[200].

Revenue and Profitability - Revenue for the six months ended February 28, 2022, was RMB 1,203,707 thousand, representing a 4.8% increase from RMB 1,148,680 thousand in the same period of 2021[11] - Adjusted net profit attributable to equity holders of the company was RMB 575,862 thousand, a decrease of 7.3% from RMB 621,332 thousand in the prior year[11] - The net profit attributable to equity holders for the six months ended February 28, 2022, was RMB 575.9 million, a decrease of RMB 45.4 million or 7.3% from RMB 621.3 million in 2021[29] - Profit attributable to equity holders for the six months ended February 28, 2022, was RMB 542.3 million, down from RMB 775.9 million for the same period in 2021, a decrease of RMB 233.6 million[45] - The total profit for the period was RMB 547,819,000, compared to RMB 874,201,000 in the prior year, indicating a decrease of about 37.2%[199] Gross Profit and Operating Profit - Gross profit decreased by 11.7% to RMB 681,837 thousand compared to RMB 771,948 thousand in the previous year[11] - Adjusted gross profit for the same period was RMB 702,736 thousand, down 11.7% from RMB 796,007 thousand in 2021[11] - The company's operating profit for the six months ended February 28, 2022, was RMB 552.8 million, a decrease from RMB 826.4 million in the same period of 2021, primarily due to reduced gross profit[39] - Operating profit decreased to RMB 552,834,000 from RMB 826,397,000, reflecting a decline of approximately 33.1%[199] Financial Position and Cash Flow - Cash and cash equivalents increased by 81.1% from RMB 1,655.9 million as of August 31, 2021, to RMB 2,998.3 million as of February 28, 2022, primarily due to proceeds from the issuance of ordinary shares[46] - Current assets amounted to RMB 3,301.6 million, while current liabilities were RMB 4,018.8 million, resulting in a current ratio of 0.82 as of February 28, 2022[47] - The debt-to-capital ratio was approximately 13.4% as of February 28, 2022, down from 22.5% as of August 31, 2021[48] Expenses and Financial Management - The company’s administrative expenses for the same period were RMB 102.9 million, slightly down from RMB 104.8 million in 2021[36] - Other income decreased by RMB 14.8 million or 67.9% to RMB 7.0 million, mainly due to a reduction in government grants and subsidies recognized as income[37] - Financial expenses decreased by 39.0% from RMB 44.4 million for the six months ended February 28, 2021, to RMB 27.1 million for the same period in 2022, due to reduced foreign exchange losses and lower borrowing interest expenses[41] - The company’s financial income increased by 31.9% to RMB 18.6 million, up from RMB 14.1 million in the previous year, attributed to an increase in cash and cash equivalents[40] Strategic Focus and Future Outlook - The company is focused on expanding its market presence and enhancing its educational offerings through strategic acquisitions and partnerships[17] - Future outlook includes continued investment in new technologies and educational products to drive growth and improve operational efficiency[17] - The company aims to maintain a strong financial position while navigating market challenges and pursuing growth opportunities[17] - The company plans to continuously improve educational infrastructure and expand its school network, focusing on vocational education and potential acquisitions in higher education[24] Shareholder Information and Governance - The company has a total of 3,594,493,833 shares issued as of February 28, 2022[171] - Mr. Li holds 1,937,249,000 shares, representing 53.89% of the company[168] - Ms. Li holds 1,942,152,000 shares, representing 54.03% of the company[168] - The company has established a nomination committee and a remuneration committee in addition to the audit committee[74] - The company’s governance structure includes a stock option plan to reward contributions from directors and employees[184] Investments and Acquisitions - The company did not make any significant investments or acquisitions during the six months ended February 28, 2022[50][51] - The company has applied for formal property ownership certificates for 48 buildings currently occupied by Hunan International Economics University, which are suitable for educational use and safe[155] - The company plans to use the net proceeds for transforming existing K-12 schools into higher vocational colleges, opening new campuses for Hunan International Economics University, and increasing investment in vocational undergraduate education[159] Regulatory Environment - The company is subject to foreign investment restrictions in the education sector as per the negative list issued by the Chinese government[161] - Foreign investors must comply with specific qualifications to participate in the education sector in China, including maintaining a less than 50% foreign ownership ratio[165]

中国宇华教育集团有限公司 China YuHua Education Corporation Limited (於開曼群島註冊成立的有限責任公司) 股份代號: 6169 美国出 年 2021 公司簡介 2 公司資料 3 財務資料 5 財務概要 8 管理層討論及分析 10 董事會報告 17 董事及高級管理層 46 企業管治報告 52 獨立審計師報告 66 合併損益表 73 合併綜合收益表 74 合併資產負債表 75 合併權益變動表 76 合併現金流量表 77 合併財務報表附註 78 釋義 171 目 錄 公司簡介 本集團於中國河南省營運民辦學校逾20年，按招生人數計算，本集團是中國領先的民辦學校營運商之一。 本集團的基本教育目標為「培養具有領導才能和自主學習能力的現代化人才，為中華民族的偉大復興貢獻 力量」。作為一家教育服務供應商，本集團深信，我們肩負培育社會未來棟樑的責任，致力提供符合本集 團價值觀及態度的教育服務。本集團大學及K-12學校的課程不僅幫助學生取得優異學業成績，亦強調全面 發展。 於2021年5月14日，中國國務院宣佈發佈《中華人民共和國民辦教育促進法實施條例》（「《實施條例》」），於 2021 ...