Group 1 - The article provides an overview of the investment activities of Hong Kong-listed companies on August 11, 2025, including new stock activities, earnings announcements, shareholder meetings, and dividend distributions [1] Group 2 - New stock activities include companies such as ZhiNuo Pharmaceutical-B (currently in the IPO process) and Zhonghui Biotechnology-B (listing date) [1] - Earnings announcements are scheduled for companies like Baosheng International, Yuanyuan Group, and Kang Shifu Holdings among others [1] - Shareholder meetings will be held for companies including Huatai Textile, Shandong Gold, and Sichuan Chengyu Expressway [1] - Dividend distributions are noted for companies like Jianbei Miao Miao and Kangnait Optical, with specific ex-dividend and payment dates mentioned [1]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7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: 中国宇华教育集团有限公司 呈交日期: 2025年8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) | 06169 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 50,000,000,000 | HKD | | 0.00001 | HKD | | 500,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 50,000,000,000 | HKD | | 0.00001 | HKD | | 500,000 | 本月底法定/ ...

Group 1: Investment Rating - The investment rating for MGM China is maintained as "Buy" with a target price raised from HKD 15.5 to HKD 19 [1][6]. Group 2: Core Insights - MGM China reported a net revenue of HKD 8.7 billion for Q2 2025, representing a year-on-year growth of 9% and a quarter-on-quarter growth of 8%, achieving the highest quarterly record in history, with a 72% increase compared to 2019 [1][6]. - The company's adjusted EBITDA reached HKD 2.5 billion, showing a year-on-year increase of 3% and a quarter-on-quarter increase of 6, driven by an unexpected increase in market share, which reached 16.6% in Q2 [1][6]. - The strong performance in gaming revenue is attributed to high-end gaming and concert events, attracting more customers seeking new experiences and quality services [1][6]. - MGM China is focusing on high-end gaming strategies, with a positive outlook for the summer season, and the Alpha Villas in Macau began trial operations in July [1][6]. Group 3: Summary by Sections Section 1: MGM China Q2 2025 Performance - MGM China's Q2 2025 net revenue was HKD 8.7 billion, a 9% increase year-on-year and an 8% increase quarter-on-quarter, with adjusted EBITDA at HKD 2.5 billion, marking a 3% year-on-year increase [1][6]. - The company achieved a market share of 16.6% in Q2, the highest increase among gaming companies, with a strong performance driven by high-end gaming and concert events [1][6]. Section 2: Market Outlook - The outlook for MGM China remains positive, with the summer season expected to maintain strong performance, and new villa suites set to open before the Golden Week in October [1][6]. Section 3: Education Sector Insights - China Oriental Education reported a significant increase in net profit for H1 2025, with a year-on-year growth of 45-50%, corresponding to a profit total of HKD 400-420 million, exceeding expectations [2][9]. - The vocational training sector is expected to see continued growth due to an increase in the number of high school graduates and a rise in the number of students seeking vocational training [2][9]. - The company is focusing on developing new programs tailored to high school graduates, with an expected enrollment increase of approximately 81% in the new 15-month training programs [3][10]. Section 4: Operational Efficiency - The company plans to enhance operational efficiency by optimizing marketing expenditures and improving school capacity utilization, with an expected increase in capacity utilization from 72.7% to 75.3% [4][11]. - The marketing expense ratio is projected to decrease from 23.7% to 22.1%, contributing to an anticipated profit margin expansion of approximately 3.7% to 16.4% in FY 2025 [4][11].

Investment Rating - The report maintains a positive outlook on the higher education sector, indicating a "Buy" recommendation for specific companies such as New Higher Education, Neusoft Ruixin, Xijiao International Holdings, and Zhonghui Group [30]. Core Insights - The report anticipates a turning point in educational investment, with improved operational efficiency expected in the higher education sector. It notes that while revenue growth for higher education companies is generally slowing due to a deceleration in student enrollment, tuition fee increases are becoming the primary driver of revenue growth [3][12]. - The report predicts that the average revenue growth rate for six higher education companies in FY25 will be 8.8%, a decline of 2.8 percentage points from the previous year and a drop of 11.8 percentage points from the five-year average [4][13]. - The report highlights that the average tuition fee growth for FY25 is expected to remain stable at 9.3%, which is an increase of 1.2 percentage points compared to the five-year average [4][12]. Summary by Sections Market Review - The education index increased by 2.9% during the week, outperforming the Hang Seng Index by 0.4 percentage points. Year-to-date, the education index has risen by 14.21%, lagging behind the Hang Seng Index by 7.23 percentage points [11]. Financial Projections - The report forecasts that the average gross profit growth for the six higher education companies in FY25 will be 3.7%, a decrease of 1.1 percentage points from the previous year and a drop of 14.4 percentage points from the five-year average. The average gross profit margin is expected to be 43.6%, down 2.9 percentage points from the previous year [5][18]. - The average number of teachers is projected to grow by 2.9% in FY25, continuing to outpace student enrollment growth. Teacher salaries are expected to increase by an average of 14.7%, indicating a trend towards hiring higher-caliber talent [5][18]. Cost Management - The average sales expense ratio for FY25 is projected to be 2.5%, remaining stable compared to the previous year. The average management expense ratio is expected to rise to 11.8%, while the average financial expense ratio is anticipated to decrease to 3.7% [6][22]. Operational Efficiency - The report suggests that the operational efficiency of higher education companies is expected to bottom out, with quality improvements in education becoming the main theme of the industry. It predicts that the cost growth for higher education companies will align with student enrollment growth in the coming year [8][27]. - The report also indicates that as educational investment peaks, the resumption of dividends from higher education companies is anticipated [29].

Investment Rating - The report maintains an "Outperform" rating for the social services sector, indicating expected performance above the market index by more than 10% [3][46]. Core Insights - The education sector has shown significant stock performance differentiation since early 2025, with notable gains in companies such as China Oriental Education (+139%) and Gaotu Group (+74%) [1][11]. - Demand within the education sector is highly variable, with high school education and K9 high-age training showing the strongest demand, while vocational schools and study abroad programs face pressure [1][11]. - The K12 education sector is entering a new phase of competition, emphasizing brand and teaching capabilities as key drivers for growth, with a slowdown in the rapid expansion of physical locations [2][28]. - The recovery pace varies among companies, with some like China Oriental Education and Gaotu Group showing strong performance due to strategic focus on K12 education [2][33]. Summary by Sections Demand Differentiation - Demand for educational services is closely tied to their effectiveness in enhancing employment and academic opportunities, with high school education being the most in-demand segment [1][11]. - The report highlights that nearly half of families allocate extra funds for children's education, indicating a robust market for educational services [11][27]. Competitive Landscape - The K12 education sector is witnessing a shift from rapid expansion to focusing on existing locations, with a notable decrease in the growth rate of K9 non-academic training institutions [2][28]. - The number of registered high school academic training institutions remains stable, suggesting a consolidation phase in the market [2][28]. Recovery Trends - Since the implementation of new regulations in May 2022, the K12 education sector has begun to recover, with companies like Zhuoyue Education focusing on compliant high school-related businesses [2][33]. - Companies such as Yuhua Education and Xijiao International Holdings are addressing financial restructuring, indicating a gradual recovery in market sentiment [2][33]. Investment Recommendations - The report suggests a focus on companies like Tongcheng Travel, Ctrip Group, and Meituan, which are expected to benefit from favorable policies aimed at boosting domestic demand [3][46].

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 ...