[Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides essential company details, including its board structure, committee compositions, registration information, and key operational locations [Board and Committee Composition](index=4&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E8%88%87%E5%A7%94%E5%93%A1%E6%9C%83%E6%A7%8B%E6%88%90) The company's board comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, nomination, and risk management committees to ensure robust corporate governance - Board members include Executive Directors **Mr. Chew Hwa Seng** (Chairman) and **Mr. Liu Yingchun** (Chief Executive Officer), Non-Executive Director **Ms. Geng Yu**, and Independent Non-Executive Directors **Mr. Chan Yiu Heung**, **Mr. Cheng Man Piu**, and **Mr. Liu Kwai Lam**[7](index=7&type=chunk) Board Committee Chairmen and Members | Committee | Chairman | Members | | :--- | :--- | :--- | | Remuneration Committee | Mr. Liu Kwai Lam | Mr. Chew Hwa Seng, Mr. Chan Yiu Heung | | Nomination Committee | Mr. Cheng Man Piu | Mr. Liu Kwai Lam, Ms. Geng Yu (appointed on August 22, 2025) | | Risk Management Committee | Mr. Chan Yiu Heung | Mr. Liu Yingchun, Mr. Cheng Man Piu | | Audit Committee | Mr. Chan Yiu Heung | Mr. Liu Kwai Lam, Ms. Geng Yu | [Company Basic Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF) The company is incorporated in Hong Kong with stock code 8067, primarily operating in Langfang, Hebei, China, and maintaining a registered office in Hong Kong - The company's stock code is **8067**, with a board lot size of **1,000 shares**[7](index=7&type=chunk) - The registered office is located at 31/F, 148 Electric Road, North Point, Hong Kong, while the China headquarters and principal place of business are at 3rd Floor, No. 67 Zhangheng Road, Oriental University City, Langfang Economic and Technological Development Zone, Hebei Province[8](index=8&type=chunk) - The independent auditor is **BDO Limited**, Hong Kong[7](index=7&type=chunk) [Chairman's Statement](index=6&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) The Chairman's Statement provides an overview of the Group's performance, strategic initiatives, and future outlook, highlighting key achievements and challenges [FY2024/25 Performance Overview](index=6&type=section&id=2024%2F25%E8%B2%A1%E6%94%BF%E5%B9%B4%E5%BA%A6%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A7%88) Despite challenging education and real estate markets, the Group improved financial results in FY2024/25, with revenue increasing by 1.3% year-on-year and significant reductions in operating and annual losses Key Financial Indicators for FY2024/25 | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | +1.3% | | Operating Loss | (30.35) | (67.12) | -54.8% | | Loss for the Year | (57.02) | (74.58) | -23.5% | - The operating loss primarily resulted from losses on disposal of investment properties, fair value losses on investment properties, and impairment losses on an associate and other receivables[9](index=9&type=chunk) [Asset Rationalization and Business Diversification](index=6&type=section&id=%E8%B3%87%E7%94%A2%E5%90%88%E7%90%86%E5%8C%96%E8%88%87%E6%A5%AD%E5%8B%99%E5%A4%9A%E5%85%83%E5%8C%96) The Group rationalized assets by divesting low-yield investment properties and expanded its revenue base and geographical market coverage through the acquisition of 4 Vallees to address challenges in the Chinese market - In FY2024/25, the Group completed the disposal of **three investment properties**, generating **RMB 132.00 million** in proceeds, which were used to strengthen working capital and reduce bank borrowings[10](index=10&type=chunk) - Since February 2024, the wholly-owned subsidiary **4 Vallees Pte Ltd** has not only expanded the revenue base and geographical market coverage but also contributed positively to the Group's bottom line[10](index=10&type=chunk) - Sustainable demand is anticipated for education facilities in Oriental University City, Malaysia, and Indonesia, while moderate growth in the Swiss hotel industry is expected to benefit the Group's hotel properties in Switzerland[10](index=10&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the Group's financial performance, liquidity, and business operations, outlining key changes and future strategies [Financial Review](index=8&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's revenue slightly increased in FY2024/25, with a significant narrowing of operating loss, though still impacted by fair value losses on investment properties and asset disposal losses, alongside various cost and tax changes Key Financial Data Changes for FY2024/25 | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | +1.3% | | Employee Costs | 6.66 | 5.46 | +22.2% | | Property Tax and Land Use Tax | 8.97 | 10.50 | -14.6% | | Property Management Fees | 3.34 | 3.09 | +8.1% | | Repair and Maintenance Expenses | 1.90 | 1.33 | +43.1% | | Legal and Professional Fees | 3.70 | 5.84 | -36.6% | | Loss on Disposal of Investment Properties and Assets Held for Sale | 11.36 | 0 | New | | Net Other Income | 1.74 | 5.31 | -67.3% | | Other Expenses | 6.25 | 3.33 | +88.0% | | Share of Loss of an Associate | 2.15 | 3.13 | -31.3% | | Impairment Loss on an Associate | 3.18 | 0 | New | | Impairment Loss on Other Receivables | 2.05 | 0 | New | | Fair Value Loss on Investment Properties | 38.65 | 93.81 | -58.8% | | Operating Loss | 30.35 | 67.12 | -54.8% | | Bank Borrowing Interest Expense | 14.56 | 16.43 | -11.4% | | Current Tax Expense | 31.17 | 4.86 | +541.8% | | Deferred Tax Credit | 19.03 | 13.81 | +37.8% | | Loss for the Year | 57.02 | 74.58 | -23.5% | | EBITDA | 13.90 | 27.09 | -48.7% | [Liquidity and Financial Resources](index=11&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's net current liabilities increased, but the gearing ratio decreased, with directors confident in sufficient working capital for the next 12 months, despite a significant reduction in cash and cash equivalents and no current foreign exchange hedging Overview of Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Net Current Liabilities | 33.97 | 6.90 | Increase | | Total Assets | 1,593.21 | 1,800.79 | Decrease | | Total Liabilities | 472.73 | 655.29 | Decrease | | Total Equity | 1,120.48 | 1,145.51 | Decrease | | Gearing Ratio | 21.96% | 25.34% | Decrease | | Cash and Cash Equivalents | 1.39 | 69.66 | Significant Decrease | - The directors believe the Group will have **sufficient working capital** to meet its cash flow requirements for the next twelve months, and the consolidated financial statements are prepared on a going concern basis[32](index=32&type=chunk) - The Group currently does not engage in any foreign exchange hedging, as most transactions are denominated in RMB, limiting foreign currency risk[35](index=35&type=chunk) [Business Review and Outlook](index=12&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The Group primarily provides education facility leasing in China, Malaysia, and Indonesia, and operates hotel properties in Switzerland; despite market challenges, asset rationalization and long-term lease agreements are expected to improve future financial performance - The Group's principal businesses are owning and leasing education facilities to educational institutions in China, Malaysia, and Indonesia, and owning, leasing, and managing hotel properties in Switzerland[36](index=36&type=chunk) - Revenue for FY2024/25 increased by **1.3%** to **RMB 56.70 million**, EBITDA remained at **RMB 13.90 million**, and both operating loss and loss for the year decreased[37](index=37&type=chunk) - The Group rationalized assets by disposing of low-yield investment properties (**3 properties** totaling **RMB 132.00 million** in FY2024/25), using the proceeds to upgrade selected properties and reduce bank borrowings[38](index=38&type=chunk) - The Board anticipates that, with existing long-term lease agreements and the appreciation of investment properties, financial performance for the financial year ending June 30, 2026, will further improve[38](index=38&type=chunk) [Biographies of Directors and Senior Management](index=14&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed biographies of the Group's directors and senior management, highlighting their professional experience and roles within the company [Directors](index=14&type=section&id=%E8%91%A3%E4%BA%8B) This section details the backgrounds, responsibilities, academic qualifications, and professional experience of the company's executive, non-executive, and independent non-executive directors, who possess extensive expertise in corporate strategy, operational management, financial auditing, and investment - **Mr. Chew Hwa Seng** is the founding director, Chairman, and Executive Director, responsible for overall strategic planning and management, and is also the founder, Chairman, and CEO of Raffles Education Corporation Limited[40](index=40&type=chunk) - **Mr. Liu Yingchun** is the Group's CEO and Executive Director, responsible for overall operational management, with experience in auditing and construction engineering consulting[42](index=42&type=chunk) - **Ms. Geng Yu** is a Non-Executive Director with extensive experience in corporate management, financial auditing, education investment, and management, currently serving as Vice President of Wanbo Institute of Technology, a subsidiary of Raffles Education Group[43](index=43&type=chunk) - Independent Non-Executive Directors **Mr. Chan Yiu Heung**, **Mr. Cheng Man Piu**, and **Mr. Liu Kwai Lam** possess deep backgrounds in banking, catering solutions, financial management, and industrial park operations, respectively[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) [Senior Management](index=17&type=section&id=%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4) The Group's senior management includes CEO Mr. Liu Yingchun, CFO Mr. Li Jingyan, COO Mr. Chen Guang, and Deputy General Manager Mr. Zhang Jianguang, each responsible for key functions such as finance, operations, and human resources - **Mr. Li Jingyan** serves as the Chief Financial Officer, responsible for the Group's financial accounting, with **26 years** of experience in finance, accounting, business, and business development[47](index=47&type=chunk) - **Mr. Chen Guang** serves as the Chief Operating Officer, overseeing the Group's property management and operational matters, including asset acquisition, disposal, leasing, and maintenance[48](index=48&type=chunk) - **Mr. Zhang Jianguang** is the Deputy General Manager, responsible for managing human resources operations and staff management[48](index=48&type=chunk) [Directors' Report](index=18&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report covers the company's business overview, financial performance, corporate governance, shareholder interests, and environmental policies [Business Review and Financial Performance](index=18&type=section&id=%E6%A5%AD%E5%8B%99%E6%A6%82%E6%B3%81%E8%88%87%E8%B2%A1%E5%8B%99%E8%A1%A8%E7%8F%BE) The company primarily engages in investment holding, with subsidiaries providing education facility leasing and hotel property management services; the Group's FY2024/25 results are in the consolidated financial statements, and the Board recommends no final dividend - The company's principal business is investment holding, while its subsidiaries primarily engage in education facility leasing in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[50](index=50&type=chunk) - The Board resolved not to recommend the payment of any final dividend for the financial year 2024/25[52](index=52&type=chunk) - To determine shareholders' entitlement to attend the 2025 Annual General Meeting, share transfer registration will be suspended from **October 21 to October 24, 2025**[53](index=53&type=chunk) - All investment properties of the Group were revalued as of June 30, 2025, resulting in a net decrease in fair value of **RMB 38.65 million**[55](index=55&type=chunk) [Corporate Governance and Shareholder Interests](index=19&type=section&id=%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E8%88%87%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) The report outlines the company's policies and status regarding share capital, reserves, key customers and suppliers, directors' emoluments, equity-linked agreements, and public float, emphasizing director independence, related party transaction review, and the controlling shareholder's non-compete undertaking - In FY2024/25, the Group made charitable donations of **RMB 500,000**[62](index=62&type=chunk) - The company did not redeem or trade any of its listed shares during FY2024/25[63](index=63&type=chunk) FY2024/25 Key Customer and Supplier Proportions | Category | Percentage of Total Revenue/Purchases (%) | | :--- | :--- | | Largest Customer | 32.2 | | Top Five Customers Combined | 80.0 | | Largest Supplier | 18.9 | | Top Five Suppliers Combined | 67.3 | - The company has complied with the GEM Listing Rules requirement to maintain a sufficient public float of its issued shares (at least **25%**)[70](index=70&type=chunk) - Independent non-executive directors have provided annual written confirmations of their independence, and the company considers all independent non-executive directors to be independent[72](index=72&type=chunk) - The Group's continuing connected transactions include property lease agreements in Malaysia, Indonesia, and Singapore, as well as management services provided by Raffles Group, all entered into on normal commercial terms[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - The independent non-executive directors have reviewed the continuing connected transactions and confirmed they were conducted in the ordinary course of business, on normal or better commercial terms, and in the overall interests of the company and its shareholders[86](index=86&type=chunk)[89](index=89&type=chunk) - The controlling shareholder, Raffles, has provided an annual written declaration of compliance with the non-compete undertaking in the non-compete deed, and the independent non-executive directors confirmed full compliance[90](index=90&type=chunk) [Directors' and Major Shareholders' Interests](index=28&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) This section discloses the interests and short positions of directors and major shareholders in the company's and its associated corporations' shares and debentures, with Chairman Mr. Chew Hwa Seng holding 75% equity through Raffles Directors' Long Positions in Company Shares (June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chew Hwa Seng | Interest in controlled corporation/Corporate interest | 135,000,000 | 75% | Major Shareholders' Long Positions in Company Shares (June 30, 2025) | Major Shareholder Name/Entity | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Raffles | Beneficial owner/Personal interest | 135,000,000 | 75% | | Ms. Chung | Spouse's interest/Family interest | 135,000,000 | 75% | - **Mr. Chew Hwa Seng** and his wife, **Ms. Chung**, hold **75%** of the company's equity through Raffles[100](index=100&type=chunk)[102](index=102&type=chunk) [Environmental Policy and Employee & Customer Relations](index=31&type=section&id=%E7%92%B0%E5%A2%83%E6%94%BF%E7%AD%96%E8%88%87%E5%83%B1%E5%93%A1%E5%8F%8A%E5%AE%A2%E6%88%B6%E9%97%9C%E4%BF%82) The Group is committed to environmental protection, complying with regulations and promoting energy conservation. It also values employee welfare and development, maintaining stable relationships with suppliers and customers to ensure smooth business operations - The Group is committed to environmental protection, complying with all relevant environmental regulations, and implementing measures such as minimal renovation, promoting eco-friendly strategies, educating students and staff on environmental knowledge, and waste sorting[106](index=106&type=chunk)[107](index=107&type=chunk) - In FY2024/25, the Group had **38 full-time employees**, primarily working at the Oriental University City campus, with remuneration determined by market levels[110](index=110&type=chunk) - The Group's suppliers primarily provide asset management and maintenance services, with service quality ensured through tender procedures and regular evaluations[111](index=111&type=chunk) - The Group's main customers are educational institutions, with revenue from the top five customers (excluding Raffles Group) totaling **RMB 43,158,000** in FY2024/25[112](index=112&type=chunk) [Use of Proceeds from Property Disposals and Post-Reporting Period Events](index=33&type=section&id=%E7%89%A9%E6%A5%AD%E5%87%BA%E5%94%AE%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94%E5%8F%8A%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E4%BB%B6) The Group has fully utilized net proceeds from property disposals for loan repayment and general working capital. Post-reporting period, the Group further sold investment properties and continues to receive payments from the termination of the Mongolia property purchase Use of Net Proceeds from Property Disposals (as of June 30, 2025) | Intended Use | Planned Use (RMB million) | Utilized (RMB million) | Unutilized (RMB million) | | :--- | :--- | :--- | :--- | | Loan Repayment | 62.00 | 62.00 | — | | General Working Capital | 29.39 | 29.39 | — | | **Total** | **91.39** | **91.39** | **—** | - Post-reporting period, the Group entered into an agreement on **July 4, 2025**, to dispose of a property at Oriental University City campus for **RMB 18.00 million**, expected to be completed by September 2025[116](index=116&type=chunk) - Pursuant to the deed of termination for the purchase of the Mongolia investment property, the vendor is required to pay the company approximately **RMB 33,690,000** in termination payments, with the first installment and part of the second installment already received[117](index=117&type=chunk) [Corporate Governance Report](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report details the company's corporate governance framework, including board functions, committee responsibilities, and policies on diversity, risk management, and shareholder communication [Corporate Culture and Board Functions](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E6%96%87%E5%8C%96%E8%88%87%E8%91%A3%E4%BA%8B%E6%9C%83%E8%81%B7%E8%83%BD) The company is committed to safeguarding shareholder value through sound corporate governance, upholding a culture of integrity, inclusivity, and excellence. The Board is responsible for overall management, strategy, and oversight, ensuring separation of Chairman and CEO roles to maintain high governance standards - The company complies with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules and is committed to providing quality properties, ancillary facilities, and services, fostering a corporate culture rooted in integrity, inclusivity, and excellence[122](index=122&type=chunk)[123](index=123&type=chunk) - Chairman **Mr. Chew Hwa Seng** is responsible for overseeing board functions and overall strategy, while CEO **Mr. Liu Yingchun** is responsible for daily operations and strategy execution, with their responsibilities separated[124](index=124&type=chunk) - The Board is responsible for the overall management, leadership, and monitoring of the company's affairs, delegating day-to-day management functions to the CEO and senior management[126](index=126&type=chunk) - The Board holds at least **four meetings** annually, with **four Board meetings** and **one Annual General Meeting** held in FY2024/25, and all directors maintained high attendance rates[133](index=133&type=chunk) [Board Diversity and Policies](index=40&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A4%9A%E5%85%83%E5%8C%96%E8%88%87%E6%94%BF%E7%AD%96) The company has established a board diversity policy emphasizing gender, experience, and knowledge, ensuring board independence. It also has anti-corruption and whistleblowing policies and provides continuous professional development for directors - The Board has adopted a board diversity policy, emphasizing skills, experience, knowledge, and independence, and complies with the GEM Listing Rules' requirements for gender diversity[134](index=134&type=chunk) - The company has established mechanisms to ensure strong board independence and regularly reviews its effectiveness[136](index=136&type=chunk)[137](index=137&type=chunk) - The company has a Group anti-corruption policy and a whistleblowing policy, encouraging employees to anonymously report suspected corruption incidents, and conducts regular anti-corruption training[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - All newly appointed directors receive formal induction training, and the company arranges continuous professional development for all directors, with costs borne by the company[141](index=141&type=chunk) [Responsibilities of Board Committees](index=43&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83%E8%81%B7%E8%B2%AC) The Board has four committees—Audit, Remuneration, Nomination, and Risk Management—each with clear terms of reference to assist in effectively fulfilling responsibilities across financial reporting, compensation policy, director nomination, and risk management - The Audit Committee is responsible for reviewing financial statements, internal control systems, and communicating with independent auditors, holding **four meetings** in FY2024/25[145](index=145&type=chunk)[146](index=146&type=chunk) - The Remuneration Committee is responsible for making recommendations on the remuneration policy and structure for directors and senior management, holding **one meeting** in FY2024/25[147](index=147&type=chunk) - The Nomination Committee is responsible for reviewing the board structure, identifying qualified candidates, and assessing the independence of independent non-executive directors, holding **one meeting** in FY2024/25[150](index=150&type=chunk) - The Risk Management Committee is responsible for establishing the risk management framework, systems, and policies, and providing support on the risk aspects of strategic transactions, holding **two meetings** in FY2024/25[154](index=154&type=chunk) [Nomination Policy and Risk Management](index=47&type=section&id=%E6%8F%90%E5%90%8D%E6%94%BF%E7%AD%96%E8%88%87%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The company's nomination policy aims to ensure a balanced board in terms of skills, experience, knowledge, and diverse perspectives. The Group has established risk management and internal control systems, engaging external consultants for review, to effectively manage risks and ensure timely disclosure of inside information - Selection criteria for the nomination policy include candidate diversity, qualifications, commitment, independence, character and integrity, and potential contributions[156](index=156&type=chunk) - The Board is fully responsible for establishing, maintaining, and reviewing the Group's internal control and risk management systems, and engages external professional internal control consultants to provide review services[163](index=163&type=chunk) - The Group is aware of its inside information disclosure obligations and has established procedures and internal control measures to ensure timely announcement of inside information once a decision is made[165](index=165&type=chunk)[169](index=169&type=chunk) [Independent Auditor, Company Secretary, and Dividend Policy](index=50&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E3%80%81%E5%85%AC%E5%8F%B8%E7%A7%98%E6%9B%B8%E8%88%87%E8%82%A1%E6%81%AF%E6%94%BF%E7%AD%96) This section discloses the independent auditor's remuneration, the company secretary's qualifications and duties, and the company's dividend policy, aiming to enhance transparency and facilitate informed shareholder investment FY2024/25 Independent Auditor's Remuneration | Service Type | Fees Paid/Payable (RMB thousand) | | :--- | :--- | | Assurance Services (financial statement audit, agreed-upon procedures for announcements, continuing connected transactions reporting) | 718 | | Audit of Group Subsidiary Financial Statements | 49 | | **Total** | **767** | - Company Secretary **Ms. Tung Wing Yee** possesses extensive experience in company secretarial, audit and assurance, financial management, and corporate finance, and meets the professional training requirements of the GEM Listing Rules[170](index=170&type=chunk) - The company has adopted a dividend policy, where dividend payments will depend on factors such as the company's operations, profitability, financial position, cash needs, and legal restrictions, with no predetermined distribution ratio[171](index=171&type=chunk) [Communication with Shareholders and Constitutional Documents](index=52&type=section&id=%E8%88%87%E8%82%A1%E6%9D%B1%E6%BA%9D%E9%80%9A%E5%8F%8A%E7%AB%A0%E7%A8%8B%E6%96%87%E4%BB%B6) The company communicates with shareholders through various channels, including general meetings, regular reports, and its website, with established procedures for shareholders to convene meetings and propose resolutions. The company's constitutional documents remain transparent and are planned for revision to comply with the latest regulations - The company primarily communicates with shareholders and potential investors through general meetings, interim and annual reports, announcements, press releases, and its company website[172](index=172&type=chunk) - Shareholders may request the Board to convene general meetings or propose resolutions in accordance with the Articles of Association and the Companies Ordinance[173](index=173&type=chunk)[175](index=175&type=chunk) - The company has adopted a shareholder communication policy to ensure shareholders receive equal and timely access to information and actively participate in company affairs[177](index=177&type=chunk) - The company proposes to amend its Articles of Association to comply with the latest requirements of the Listing Rules and the Companies Ordinance[181](index=181&type=chunk) [Environmental, Social and Governance Report](index=55&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report details the Group's ESG performance, policies, and initiatives, focusing on environmental protection, social responsibility, and corporate governance practices [Company Profile and Report Scope](index=55&type=section&id=%E5%85%AC%E5%8F%B8%E6%A6%82%E6%B3%81%E8%88%87%E5%A0%B1%E5%91%8A%E7%AF%84%E5%9C%8D) The Group publishes its FY2024/25 ESG report to disclose sustainable development performance, adhering to HKEX ESG guidelines, focusing on environmental and social measures for Chinese education facilities, and identifying key issues through materiality assessment - The Group primarily engages in providing education facility leasing services in China, Malaysia, and Indonesia, and owns, leases, and manages hotel properties in Switzerland[182](index=182&type=chunk) - The report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" in Appendix C2 of the Hong Kong Stock Exchange GEM Listing Rules, focusing on environmental and social policies and performance of Chinese education facilities[183](index=183&type=chunk)[190](index=190&type=chunk) - The Board is responsible for overseeing the Group's sustainable development strategy, policies, and annual reporting, integrating ESG-related risks and opportunities into its overall strategy[184](index=184&type=chunk) - The Group conducts an annual materiality assessment to identify **24 key ESG issues** covering environmental, social, and operational aspects that are crucial to its business and of most concern to stakeholders[185](index=185&type=chunk)[194](index=194&type=chunk) [Environmental Performance](index=60&type=section&id=%E7%92%B0%E5%A2%83%E5%B1%A4%E9%9D%A2%E8%A1%A8%E7%8F%BE) The Group is committed to environmental protection, implementing "Office Environmental Guidelines" and setting quantitative reduction targets for air and greenhouse gas emissions, and resource consumption. It actively manages environmental and natural resources and addresses climate change risks FY2024/25 Key Environmental Indicators | Environmental Indicator | Unit | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) Emissions | kg | 17.88 | 16.41 | | Sulfur Oxides (SOx) Emissions | kg | 0.03 | 0.03 | | Particulate Matter (PM) Emissions | kg | 1.71 | 1.57 | | Total Greenhouse Gas Emissions | tonnes CO2e | 375.89 | 512.24 | | Greenhouse Gas Emission Intensity | kg CO2e/campus sqm | 0.97 | 1.22 | | Total Energy Consumption | kWh | 579,590.79 | 716,382.87 | | Total Energy Consumption Intensity | kWh/campus sqm | 1.49 | 1.71 | | Water Consumption | tonnes | 585 | 3,320 | | Water Consumption Intensity | tonnes/campus sqm | 0.002 | 0.01 | - The Group has set a quantitative target to reduce air emissions, greenhouse gas emissions, non-hazardous waste generation, energy consumption, and water consumption intensity by **3%** for the year ending June 30, 2029[205](index=205&type=chunk)[213](index=213&type=chunk) - The Group engages horticultural service providers who follow internal guidelines for campus landscaping services to improve the campus environment[215](index=215&type=chunk)[218](index=218&type=chunk) - The Group has established risk management systems and procedures to identify, monitor, and control climate change impacts, including strengthening building design to withstand extreme weather and developing contingency plans[217](index=217&type=chunk)[219](index=219&type=chunk) [Social Performance](index=66&type=section&id=%E7%A4%BE%E6%9C%83%E5%B1%A4%E9%9D%A2%E8%A1%A8%E7%8F%BE) The Group is committed to providing a fair and healthy work environment and development training for employees, strictly adhering to labor standards. It also prioritizes supply chain management, product responsibility, anti-corruption, and community investment for sustainable development FY2024/25 China Employee Composition | Category | Unit | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | :--- | | Total Employees | persons | 36 | 39 | | Male | persons | 23 (64%) | 26 (67%) | | Female | persons | 13 (36%) | 13 (33%) | | 30-50 years old | persons | 22 (61%) | 21 (54%) | | Over 50 years old | persons | 14 (39%) | 18 (46%) | | Mainland China | persons | 36 (100%) | 39 (100%) | - The Group highly values employee welfare, providing a clean working environment, social insurance, and various paid leaves, while strictly complying with local employment laws and regulations[224](index=224&type=chunk) - The Group is committed to providing a safe and healthy working environment, establishing health and safety policies, and regularly participating in fire drills[225](index=225&type=chunk) - In FY2024/25, the percentage of trained employees was **100%**, with an average training duration of **12 hours per employee**, covering corporate culture, operational management, financial management, and other topics[228](index=228&type=chunk)[231](index=231&type=chunk) - The Group strictly complies with the "Provisions on the Prohibition of Child Labor" and other labor standard laws and regulations, and implements measures in recruitment to prevent the employment of child labor and forced labor[233](index=233&type=chunk)[234](index=234&type=chunk) - In supplier selection, the Group considers not only economic factors but also their ability to comply with laws and regulations, ensure worker health and safety, and reduce environmental impact[235](index=235&type=chunk) - The Group is committed to improving education facilities, protecting customer personal data privacy, and has a customer feedback handling mechanism. No service-related complaints were received in FY2024/25[237](index=237&type=chunk) - The Group has zero tolerance for corruption, bribery, extortion, money laundering, and other fraudulent activities, with established whistleblowing procedures and anti-corruption training provided[239](index=239&type=chunk) - The Group encourages employees to participate in community activities and made charitable donations of **RMB 500,000** in FY2024/25[240](index=240&type=chunk) [HKEX ESG Reporting Guide Index](index=74&type=section&id=%E9%A6%99%E6%B8%AF%E8%81%AF%E4%BA%A4%E6%89%80%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A%E6%8C%87%E5%BC%95%E7%B4%A2%E5%BC%95) This section provides a cross-reference index between this Environmental, Social and Governance Report and the HKEX ESG Reporting Guide, detailing each subject, disclosure requirement, and corresponding report section [Independent Auditor's Report](index=80&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) This report presents the independent auditor's opinion on the Group's consolidated financial statements, key audit matters, and the responsibilities of both directors and auditors [Auditor's Opinion](index=80&type=section&id=%E6%A0%B8%E6%95%B8%E5%B8%AB%E6%84%8F%E8%A6%8B) The independent auditor believes the Group's consolidated financial statements fairly and truly reflect its financial position as of June 30, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[247](index=247&type=chunk) - The auditor conducted the audit in accordance with Hong Kong Standards on Auditing and adhered to the "Code of Ethics for Professional Accountants," maintaining independence from the Group[248](index=248&type=chunk) [Key Audit Matter: Valuation of Investment Properties](index=80&type=section&id=%E9%97%9C%E9%8D%B5%E5%AF%A9%E6%A0%B8%E4%BA%8B%E9%A0%85%EF%BC%9A%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD%E4%BC%B0%E5%80%BC) The valuation of investment properties is a key audit matter due to its significant impact on the consolidated financial statements and the substantial judgment and estimation involved in the valuation process. The auditor assessed the qualifications of the valuer, the methodology, and the appropriateness of input data - Investment properties are stated at fair value of **RMB 1,486,379,000** as of June 30, 2025, based on independent valuations by professionally qualified valuers[250](index=250&type=chunk) - The valuation of investment properties uses the income capitalization approach and market comparison approach, requiring significant judgment and estimation, posing a risk of material changes in carrying amounts[250](index=250&type=chunk) - The auditor assessed the qualifications of the external valuers, the appropriateness of their methodologies and assumptions, and examined the accuracy and relevance of the input data[253](index=253&type=chunk) [Directors' and Auditor's Responsibilities](index=81&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB%E8%B2%AC%E4%BB%BB) Directors are responsible for preparing true and fair consolidated financial statements and maintaining internal controls, as well as assessing the Group's ability to continue as a going concern. The auditor's responsibility is to provide reasonable assurance that the financial statements are free from material misstatement and to communicate audit findings to the audit committee - Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and for internal controls[255](index=255&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[257](index=257&type=chunk) - The auditor communicates with the audit committee regarding the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[258](index=258&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=85&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This statement presents the Group's financial performance for the year, including revenue, expenses, profit or loss, and other comprehensive income components [FY2024/25 Consolidated Results](index=85&type=section&id=2024%2F25%E8%B2%A1%E6%94%BF%E5%B9%B4%E5%BA%A6%E7%B6%9C%E5%90%88%E6%A5%AD%E7%B8%BE) The Group recorded a loss for the year of **RMB 57,019 thousand** in FY2024/25, a narrower loss compared to the previous year. Revenue slightly increased, but fair value losses on investment properties and current tax expenses continued to negatively impact profitability Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 56,697 | 55,969 | | Operating Loss | (30,354) | (67,115) | | Loss Before Income Tax | (44,883) | (83,528) | | Loss for the Year | (57,019) | (74,576) | | Total Comprehensive Income for the Year | (25,032) | (87,939) | | Loss Attributable to Owners of the Company | (56,558) | (73,861) | | Basic Loss Per Share (RMB) | (0.31) | (0.41) | - Other comprehensive income for the year was **RMB 31,987 thousand**, primarily from exchange differences on translating foreign operations[262](index=262&type=chunk) [Consolidated Statement of Financial Position](index=87&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) This statement provides a snapshot of the Group's assets, liabilities, and equity at a specific point in time, reflecting its financial health and structure [Consolidated Financial Position as of June 30, 2025](index=87&type=section&id=2025%E5%B9%B46%E6%9C%8830%E6%97%A5%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81) As of June 30, 2025, the Group's total assets were **RMB 1,593,209 thousand**, and net assets were **RMB 1,120,475 thousand**. Net current liabilities increased, but total liabilities decreased, reflecting adjustments in the asset structure Summary of Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,519,059 | 1,597,179 | | Total Current Assets | 74,150 | 203,614 | | Total Current Liabilities | 108,121 | 210,510 | | Net Current Liabilities | (33,971) | (6,896) | | Total Non-Current Liabilities | 364,613 | 444,776 | | Net Assets | 1,120,475 | 1,145,507 | | Total Equity | 1,120,475 | 1,145,507 | - Investment properties remain the Group's largest asset class, accounting for the vast majority of non-current assets[264](index=264&type=chunk) - Assets classified as held for sale decreased from **RMB 110,000 thousand** to **RMB 19,690 thousand**[264](index=264&type=chunk) [Consolidated Statement of Changes in Equity](index=89&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) This statement details the changes in the Group's equity components over the reporting period, including profit or loss, other comprehensive income, and transactions with owners [FY2024/25 Consolidated Changes in Equity](index=89&type=section&id=2024%2F25%E8%B2%A1%E6%94%BF%E5%B9%B4%E5%BA%A6%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95) For the year ended June 30, 2025, the Group's total equity decreased from **RMB 1,145,507 thousand** to **RMB 1,120,475 thousand**, primarily due to the loss for the year, partially offset by an increase in foreign exchange reserves Summary of Consolidated Statement of Changes in Equity | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Share Capital | 290,136 | 290,136 | | Other Reserves | (71,025) | (71,025) | | Statutory Surplus Reserve | 5,553 | 1,510 | | Retained Profits | 860,087 | 920,688 | | Exchange Reserve | 26,286 | (5,701) | | Equity Attributable to Owners of the Company | 1,111,037 | 1,135,608 | | Non-Controlling Interests | 9,438 | 9,899 | | **Total** | **1,120,475** | **1,145,507** | - The loss for the year of **RMB 56,558 thousand** negatively impacted equity attributable to owners of the company[266](index=266&type=chunk) - Exchange differences on translating foreign operations resulted in a positive impact of **RMB 30,010 thousand**, turning the exchange reserve from negative to positive[266](index=266&type=chunk) [Consolidated Statement of Cash Flows](index=90&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) This statement reports the Group's cash inflows and outflows from operating, investing, and financing activities, providing insights into its liquidity and solvency [FY2024/25 Consolidated Cash Flows](index=90&type=section&id=2024%2F25%E8%B2%A1%E6%94%BF%E5%B9%B4%E5%BA%A6%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F) The Group's cash and cash equivalents decreased by **RMB 68,437 thousand** in FY2024/25, mainly due to net cash outflows from operating and financing activities, despite net cash inflows from investing activities Summary of Consolidated Statement of Cash Flows | Activity Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (9,648) | 16,347 | | Net Cash Generated from Investing Activities | 23,227 | 40,875 | | Net Cash Used in Financing Activities | (82,016) | (50,833) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (68,437) | 6,389 | | Cash and Cash Equivalents at Year End | 1,388 | 69,664 | - Cash flow from operating activities shifted from a net inflow in the previous year to a net outflow, primarily due to increased income tax paid[267](index=267&type=chunk) - Net cash generated from investing activities mainly resulted from refunds of prepayments, refunds from property acquisitions, and proceeds from property disposals[267](index=267&type=chunk) - Net cash used in financing activities was primarily due to repayment of bank borrowings and repayment to Raffles Group[268](index=268&type=chunk) [Notes to the Consolidated Financial Statements](index=92&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) These notes provide detailed explanations and breakdowns of the figures presented in the consolidated financial statements, including accounting policies, significant judgments, and financial risk management [General Information and Accounting Standards](index=92&type=section&id=%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99%E8%88%87%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87) The Group primarily provides education facility leasing in China, Malaysia, and Indonesia, and operates hotel properties in Switzerland. Financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, with new amendments adopted having no significant impact on current financial position - The Group's principal businesses are education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[269](index=269&type=chunk) - The company's ultimate parent company is **Raffles Education Corporation Limited**, incorporated in Singapore[269](index=269&type=chunk) - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[274](index=274&type=chunk) - The adopted amendments to Hong Kong Financial Reporting Standards had no significant impact on the Group's results or financial position for the current or prior periods[270](index=270&type=chunk) [Basis of Preparation and Going Concern](index=94&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E8%88%87%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F) Despite facing challenges such as annual loss, net current liabilities, and reduced cash, the Board has taken measures to improve liquidity and believes the Group has the ability to continue as a going concern, thus financial statements are prepared on a going concern basis - The Group recorded a loss of **RMB 57,019 thousand** in FY2024/25, with current liabilities exceeding current assets by approximately **RMB 33,971 thousand**, and cash and cash equivalents of approximately **RMB 1,388 thousand**[275](index=275&type=chunk) - To improve liquidity, management is negotiating with banks to extend current bank loans, expects full receipt of proceeds from assets held for sale and property acquisition refunds, and is considering disposing of investment properties to provide funding[276](index=276&type=chunk) - The directors believe the Group will have **sufficient working capital** to meet its cash flow requirements for the next 12 months, hence the consolidated financial statements are prepared on a going concern basis[276](index=276&type=chunk) [Significant Accounting Judgments and Estimates](index=109&type=section&id=%E9%87%8D%E8%A6%81%E6%9C%83%E8%A8%88%E5%88%A4%E6%96%B7%E5%8F%8A%E4%BC%B0%E8%A8%88) The Group's financial statement preparation involves significant accounting judgments and estimates, primarily concerning impairment of financial assets, valuation of investment properties, determination of income tax, and assessment of the going concern assumption, which materially impact the carrying amounts of assets and liabilities - Impairment provisions for financial assets are based on assumptions regarding probability of default and loss given default, considering historical credit loss experience, market conditions, and forward-looking factors[327](index=327&type=chunk) - The fair value of investment properties is determined by independent valuers using the income capitalization approach and market comparison approach, involving significant judgment on market rents, capitalization rates, and comparable transaction prices[329](index=329&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk) - The determination of income tax provisions requires significant judgment, particularly for deferred tax on fair value changes of investment properties, where the Group assumes its business model is to consume economic benefits over time rather than through sale[332](index=332&type=chunk) - The directors' assessment of the going concern assumption involves judgment about future events or conditions, and relevant mitigating measures have been considered[333](index=333&type=chunk) [Segment Reporting and Revenue](index=111&type=section&id=%E5%88%86%E9%83%A8%E5%A0%B1%E5%91%8A%E5%8F%8A%E6%94%B6%E7%9B%8A) The Group is divided into two reportable segments: education facility leasing services and hotel property leasing and management. Total revenue for FY2024/25 was **RMB 56,697 thousand**, with China contributing the most, and the top five customers accounting for 80% of total revenue - The Group has two reportable segments: education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[334](index=334&type=chunk) FY2024/25 Revenue by Category | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Education Facility Leasing | 47,710 | 49,293 | | Ancillary Facility Commercial Leasing | 2,938 | 2,779 | | Hotel Properties (Fixed Lease Payments) | 3,888 | 2,940 | | Hotel Properties (Variable Lease Payments) | 2,161 | 957 | | **Total Revenue** | **56,697** | **55,969** | FY2024/25 Revenue by Country | Country | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China | 44,905 | 46,519 | | Non-China (Malaysia, Indonesia, and Switzerland) | 11,792 | 9,450 | | **Total Revenue** | **56,697** | **55,969** | Non-Current Assets by Asset Location as of June 30, 2025 | Region | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China | 1,063,908 | 1,158,000 | | Switzerland | 313,836 | 273,487 | | Southeast Asia (Malaysia and Indonesia) | 121,746 | 115,534 | | Other | 8,809 | 40,590 | | **Total** | **1,508,299** | **1,587,611** | FY2024/25 Major Customer Revenue Contribution | Customer | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Customer A | 18,284 | 17,521 | | Customer B | 11,824 | 10,631 | | Raffles Group | 5,792 | Not applicable (not >10%) | [Employee Costs and Directors' Emoluments](index=117&type=section&id=%E5%83%B1%E5%93%A1%E6%88%90%E6%9C%AC%E8%88%87%E8%91%A3%E4%BA%8B%E9%85%AC%E9%87%91) Total employee costs for FY2024/25 amounted to **RMB 6,664 thousand**, an increase from the previous year. Directors' emoluments totaled **RMB 842 thousand**, with Executive Director Mr. Liu Yingchun receiving salaries and other benefits, and independent non-executive directors receiving fees FY2024/25 Employee Costs | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Wages and Salaries | 5,310 | 4,280 | | Other Allowances and Benefits | 596 | 433 | | Contributions to Defined Contribution Retirement Plans | 758 | 742 | | **Total** | **6,664** | **5,455** | FY2024/25 Directors' Emoluments | Director Category | Fees (RMB thousand) | Salaries and Other Benefits (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Executive Director (Liu Yingchun) | – | 290 | 290 | | Independent Non-Executive Director (Cheng Man Piu) | 184 | – | 184 | | Independent Non-Executive Director (Chan Yiu Heung) | 184 | – | 184 | | Independent Non-Executive Director (Liu Kwai Lam) | 184 | – | 184 | | **Total** | **552** | **290** | **842** | - Among the Group's five highest-paid individuals, one was a director, and the total emoluments for the other **four non-director individuals** amounted to **RMB 1,735 thousand**[347](index=347&type=chunk)[349](index=349&type=chunk) [Income Tax and Loss Per Share](index=120&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E8%88%87%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) Income tax expense for FY2024/25 was **RMB 12,136 thousand**, primarily influenced by China's corporate income tax and land appreciation tax. Basic loss per share attributable to owners of the company was **RMB 0.31** FY2024/25 Income Tax Expense | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Tax | 31,167 | 4,856 | | Deferred Tax | (19,031) | (13,808) | | **Income Tax Expense/(Credit)** | **12,136** | **(8,952)** | - Chinese subsidiaries are subject to a corporate income tax rate of **25%** and are liable for land appreciation tax[351](index=351&type=chunk)[352](index=352&type=chunk) - The loss attributable to owners of the company was **RMB 56,558 thousand**, with a basic loss per share of **RMB 0.31**[359](index=359&type=chunk) - No Hong Kong profits tax provision was made for the current or prior years due to the absence of assessable profits in Hong Kong[354](index=354&type=chunk) [Property, Plant and Equipment and Investment Properties](index=124&type=section&id=%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99%E8%88%87%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) The Group's net book value of property, plant and equipment was **RMB 12,776 thousand**, and the fair value of investment properties was **RMB 1,486,379 thousand**. Investment properties are valued using the income capitalization and market comparison approaches, with some assets classified as held for sale Net Book Value of Property, Plant and Equipment | Category | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Buildings | 12,300 | 3,796 | | Furniture, Fixtures and Equipment | 449 | 563 | | Machinery | 27 | 29 | | **Total** | **12,776** | **4,388** | Changes in Fair Value of Investment Properties | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value at Beginning of Year | 1,533,592 | 1,458,878 | | Additions | 3,078 | 8,342 | | Disposals | (22,060) | – | | Transfer to Property, Plant and Equipment | (12,300) | – | | Reclassification to Assets Held for Sale | (19,690) | (110,000) | | Exchange Adjustments | 42,404 | (14,753) | | Fair Value Changes | (38,645) | (93,813) | | **Fair Value at End of Year** | **1,486,379** | **1,533,592** | - Investment properties are valued using the income capitalization approach and market comparison approach, with key unobservable inputs including unit monthly rent and capitalization rate[364](index=364&type=chunk)[366](index=366&type=chunk) - As of June 30, 2025, investment properties with a carrying amount of **RMB 1,249,969 thousand** were pledged to secure bank financing[368](index=368&type=chunk) - Properties classified as held for sale have a carrying amount of **RMB 19,690 thousand** and are expected to be disposed of in the first quarter of FY2026[370](index=370&type=chunk) [Investment in an Associate](index=130&type=section&id=%E6%96%BC%E4%B8%80%E9%96%93%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E7%9A%84%E6%8A%95%E8%B3%87) The Group's investment in associate Axiom Properties Limited had a net book value of **RMB 8,809 thousand**. An impairment loss of **RMB 3,178 thousand** was recognized this year as its fair value less costs to sell was below its carrying amount Investment in Associate Axiom | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Net Assets Excluding Goodwill | 9,335 | 9,508 | | Goodwill | 2,652 | 2,652 | | Accumulated Impairment Loss | (3,178) | – | | **Net Carrying Amount** | **8,809** | **12,160** | - The Group's ownership interest in Axiom is **19.01%**, but it is accounted for as an associate due to the right to appoint representatives[371](index=371&type=chunk) - An impairment loss of **RMB 3,178 thousand** was recognized in FY2024/25 because Axiom's fair value less costs to sell was below its carrying amount[371](index=371&type=chunk) [Trade and Other Receivables and Payables](index=135&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E8%88%87%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) The Group's total trade and other receivables amounted to **RMB 54,865 thousand**, including **RMB 20,008 thousand** for receivables from property acquisition refunds. Total trade and other payables and accrued expenses were **RMB 62,669 thousand**, with **RMB 40,692 thousand** payable to Raffles Group Trade and Other Receivables | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables (net of provision) | 23,355 | 17,687 | | Other Receivables and Prepayments | 16,167 | 10,629 | | Receivables from Property Acquisition Refunds | 20,008 | – | | Other Recoverable Taxes | 3,326 | 3,166 | | Less: Impairment Provision | (7,991) | (5,937) | | **Net Amount** | **54,865** | **25,545** | - Receivables from property acquisition refunds of approximately **RMB 33,690 thousand** are to be collected in **four installments**, with **RMB 8,422 thousand** received as of the reporting date[377](index=377&type=chunk) Trade and Other Payables and Accrued Expenses | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 2,226 | 3,064 | | Other Payables and Accrued Expenses | 14,751 | 15,968 | | Deposits Received | 5,000 | 110,000 | | Amounts Due to Raffles Group | 40,692 | 52,574 | | **Total** | **62,669** | **181,606** | - Amounts due to Raffles Group are unsecured, interest-free, non-trade in nature, and not repayable before July 1, 2026[379](index=379&type=chunk) [Bank Borrowings and Deferred Tax Liabilities](index=138&type=section&id=%E9%8A%80%E8%A1%8C%E5%80%9F%E6%AC%BE%E8%88%87%E9%81%9E%E5%BB%B6%E7%A8%85%E9%A0%85%E8%B2%A0%E5%82%B5) The Group's total bank borrowings amounted to **RMB 246,003 thousand**, with **RMB 77,632 thousand** due within one year. Deferred tax liabilities, primarily from the revaluation of investment properties, totaled **RMB 155,550 thousand** Bank Borrowings Maturity Analysis | Maturity Period | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 77,632 | 71,135 | | After One Year but Within Two Years | 23,109 | 73,923 | | After Two Years but Within Five Years | 60,529 | 53,453 | | After Five Years | 84,733 | 91,762 | | **Total** | **246,003** | **290,273** | - Bank borrowings bear interest at fixed and floating rates, ranging from **2.00% to 8.95% per annum**[383](index=383&type=chunk) - Bank facilities are secured by certain investment properties of the Group, corporate guarantees from the company, non-controlling shareholders of Chinese subsidiaries, and the ultimate parent company, and equity pledges of Chinese subsidiaries[383](index=383&type=chunk) Changes in Deferred Tax Liabilities | Item | Revaluation of Investment Properties (RMB thousand) | | :--- | :--- | | As of June 30, 2024 | 173,064 | | Charged to Profit or Loss | (19,031) | | Exchange Adjustments | 1,517 | | **As of June 30, 2025** | **155,550** | [Share Capital and Reserves](index=141&type=section&id=%E8%82%A1%E6%9C%AC%E8%88%87%E5%84%B2%E5%82%99) The company's issued share capital consists of 180,000,000 ordinary shares, totaling **RMB 290,136 thousand**. Group reserves include other reserves, statutory surplus reserve, retained profits, and foreign exchange reserve, with the latter turning positive due to exchange differences Issued Share Capital | Item | Number of Ordinary Shares | Share Capital (RMB thousand) | | :--- | :--- | :--- | | As of June 30, 2025 | 180,000,000 | 290,136,000 | - The statutory surplus reserve primarily arises from a **10%** transfer from post-tax profits of Chinese subsidiaries[387](index=387&type=chunk) - The exchange reserve reflects gains or losses arising from the retranslation of the net assets of foreign operations into the presentation currency[387](index=387&type=chunk) - The company's retained profits as of June 30, 2025, amounted to **RMB 38,395 thousand**[388](index=388&type=chunk) [Leases and Related Party Transactions](index=143&type=section&id=%E7%A7%9F%E8%B3%83%E8%88%87%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) As a lessor, the Group's investment properties are leased to tenants under operating leases for terms ranging from one to ten years. The Group engages in various transactions with related parties, primarily Raffles Group, including lease income, management service fees, and salary contributions Minimum Lease Receivables from Irrevocable Operating Leases (2025) | Period | RMB thousand | | :--- | :--- | | Not more than one year | 49,690 | | More than one year but not more than two years | 41,872 | | More than two years but not more than three years | 18,348 | | More than three years but not more than four years | 15,481 | | More than four years but not more than five years | 15,481 | | More than five years | 15,150 | | **Total** | **156,022** | FY2024/25 Transactions with Related Parties | Transaction Type | Related Party | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | | Lease Income | Raffles College of Higher Education Sdn. Bhd. | 3,297 | 3,058 | | Lease Income | PT. Raffles Institute of Higher Education | 2,445 | 2,495 | | Management Service Fees | Raffles K12 Sdn Bhd | 370 | – | | Short-Term Lease Fees | Raffles College of Higher Education Pte. Ltd. | 1,178 | – | | Salaries and Retirement Plan Contributions | Mr. Chew Han Wai, son of a director | 1,019 | – | [Financial Risk Management](index=148&type=section&id=%E8%B2%A1%E5%8B%99%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group faces credit risk, liquidity risk, interest rate risk, and foreign currency risk. These risks are managed through monitoring customer credit, rolling cash flow forecasts, managing bank borrowing interest rates, and overseeing foreign exchange exposure, while maintaining a robust capital structure - Credit risk primarily arises from tenants defaulting on rent, with the top five customers accounting for **80.0%** of total revenue and **96.9%** of receivables[399](index=399&type=chunk) Trade Receivables Credit Risk Exposure as of June 30, 2025 | Overdue Status | Expected Loss Rate (%) | Gross Carrying Amount (RMB thousand) | Loss Provision (RMB thousand) | Net Amount (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Not overdue and not impaired | Not applicable | 16,549 | – | 16,549 | | Overdue 1 to 3 months | – | 2,271 | – | 2,271 | | Overdue 3 to 12 months | – | 4,157 | – | 4,157 | | Overdue over 12 months | 74 | 1,459 | 1,081 | 378 | | **Total** | | **24,436** | **1,081** | **23,355** | - Liquidity risk is managed by maintaining sufficient cash and cash equivalents, securing funding facilities, and monitoring rolling cash flow forecasts[413](index=413&type=chunk) - Interest rate risk primarily arises from bank deposits and bank borrowings, with floating-rate bank borrowings exposing the Group to fair value interest rate risk[417](index=417&type=chunk)[419](index=419&type=chunk) - Foreign currency risk is mainly caused by amounts due to Raffles Group denominated in currencies other than the functional currency, and the Group currently has no foreign currency hedging policy[420](index=420&type=chunk) - The Group's capital management objective is to safeguard continuous operations, provide returns to shareholders, and maintain an optimal capital structure[422](index=422&type=chunk) [Business Acquisitions in Prior Years](index=158&type=section&id=%E9%81%8E%E5%BE%80%E5%B9%B4%E5%BA%A6%E5%85%A7%E6%A5%AD%E5%8B%99%E6%94%B6%E8%B3%BC%E4%BA%8B%E9%A0%85) In prior years, the Group acquired a 75.39% equity interest in 4 Vallees to expand its revenue base and achieve geographical diversification. This acquisition resulted in a bargain purchase gain of **RMB 2,352 thousand** - The Group acquired a **75.39%** equity interest in **4 Vallees** for a final consideration of **RMB 93,337 thousand**, aiming to expand its revenue base and achieve geographical diversification[374](index=374&type=chunk)[427](index=427&type=chunk) - The acquisition resulted in a bargain purchase gain of **RMB 2,352 thousand**, primarily due to the fair value change of 4 Vallees' investment properties between the acquisition agreement date and the completion date[428](index=428&type=chunk)[429](index=429&type=chunk) - Since the acquisition date, **4 Vallees** contributed **RMB 3,897 thousand** in revenue to the Group and accounted for **RMB 5,321 thousand** of the Group's loss in the prior year[429](index=429&type=chunk) [Investment Properties (Details)](index=161&type=section&id=%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD%20(%E8%A9%B3%E6%83%85)) This section provides a detailed list of the Group's investment properties, including their locations, uses, approximate gross floor areas, and the Group's ownership interests [List of Investment Properties as of June 30, 2025](index=161&type=section&id=2025%E5%B9%B46%E6%9C%8830%E6%97%A5%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD%E5%88%97%E8%A1%A8) As of June 30, 2025, the Group's investment properties are primarily located in Langfang, China; Kuala Lumpur, Malaysia; Jakarta, Indonesia; and Switzerland, serving purposes such as teaching buildings, student and staff dormitories, retail, ancillary facilities, and hotels Overview of Investment Properties as of June 30, 2025 | Name and Location | Use | Approximate Gross Floor Area (sqm) | Group's Interest (%) | | :--- | :--- | :--- | :--- | | Multiple plots of land and buildings in Oriental University City, Langfang, Hebei Province, PRC | Teaching buildings, student and staff dormitories, retail, ancillary facilities | 2

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的內容概不負責，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份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 （股份代號：8067） 建議修訂現有組織章程細則及採納新組織章程細則 本公告由東方大學城控股（香港）有限公司（「本公司」）根據香港聯合交易所有限公司（「聯交 所」）GEM證券上市規則（「GEM上市規則」）第17.50(1)條刊發。 本公司董事（「董事」）會（「董事會」）建議對本公司現有組織章程細則（「現有細則」）作出若干修 訂（「建議修訂」），方式為採納收錄及綜合所有建議修訂的經修訂及重訂組織章程細則（「新細 則」）。 建議修訂的主要詳情包括： 建議修訂及採納新細則須由股東於本公司應屆股東週年大會（「股東週年大會」）上通過一項特 別決議案後，方始作實。 ORIENTAL UNIVERSITY CITY HOLDINGS (H.K.) LIMITED 東 方 大 學 城 控 股（ 香 港 ）有 限 公 司 （ 於 香 港 註 冊 成 立 的 有 限 公 司 ） (iii) 作相應及其他內務修訂，以更為符合 ...

第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 東方大學城控股（香港）有限公司 | | | 呈交日期: | 2025年9月2日 | | | I. 法定/註冊股本變動 不適用 | | | | 備註： | | | | 本公司於香港註冊成立。公司沒有法定股本，而就股份而言並無"面值"的概念。 | | | FF301 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 08067 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上 ...

智通财经APP讯，东方大学城控股(08067)发布截至2025年6月30日止年度业绩，收益5669.7万元(人民 币，下同)，同比增加1.3%;股东应占亏损5655.8万元，同比收窄23.4%;每股基本亏损0.31元。 ...

Core Viewpoint - Oriental University City Holdings (08067.HK) reported a revenue of RMB 56.697 million for the fiscal year ending June 30, 2025, reflecting a year-on-year increase of 1.3% [1] Financial Performance - The company recorded a loss attributable to owners of RMB 56.558 million, an improvement from a loss of RMB 73.861 million in the same period last year [1] - Basic loss per share was RMB 0.31 [1]

Overall Performance Overview [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=1.%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the financial year ended June 30, 2025, the Group's revenue slightly increased by 1.3% to RMB 56,697 thousand, but loss for the year narrowed by 23.5% to RMB 57,019 thousand due to fair value loss on investment properties, loss on disposal of assets, and increased taxation. EBITDA decreased by 48.7% Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 56,697 | 55,969 | 1.3 | | Employee Costs | (6,664) | (5,455) | 22.2 | | Operating Loss | (30,354) | (67,115) | (54.8) | | Loss Before Income Tax | (44,883) | (83,528) | (46.3) | | Loss for the Year | (57,019) | (74,576) | (23.5) | | EBITDA | 13,898 | 27,092 | (48.7) | | Loss Attributable to Owners of the Company | (56,558) | (73,861) | (23.4) | | Basic Loss Per Share (RMB) | (0.31) | (0.41) | (24.4) | - Other comprehensive income for the year turned from a loss of **RMB 13,363 thousand** in FY2023/24 to a gain of **RMB 31,987 thousand** in FY2024/25, primarily due to exchange differences arising from the translation of overseas operations[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=5&type=section&id=2.%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets decreased to RMB 1,593,209 thousand, net current liabilities expanded to RMB 33,971 thousand, and net assets slightly declined. Investment properties remain the primary asset, but their fair value has decreased Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,519,059 | 1,597,179 | | Total Current Assets | 74,150 | 203,614 | | Total Current Liabilities | 108,121 | 210,510 | | Net Current Liabilities | (33,971) | (6,896) | | Net Assets | 1,120,475 | 1,145,507 | | Total Equity | 1,120,475 | 1,145,507 | - Cash and cash equivalents significantly decreased from **RMB 69,664 thousand** as of June 30, 2024, to **RMB 1,388 thousand** as of June 30, 2025[7](index=7&type=chunk) - Trade and other receivables significantly increased from **RMB 23,950 thousand** as of June 30, 2024, to **RMB 53,072 thousand** as of June 30, 2025[7](index=7&type=chunk) Notes to the Condensed Consolidated Financial Statements [General Information](index=7&type=section&id=3.1%20General%20Information) The Company is incorporated in Hong Kong, primarily providing education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland. The ultimate parent company is Raffles Education Corporation Limited, listed in Singapore - The Group's principal activities are providing education facility leasing services in China, Malaysia, and Indonesia, and leasing and managing hotel properties in Switzerland[9](index=9&type=chunk) - The Company's ultimate parent company is Raffles Education Corporation Limited, incorporated and listed in Singapore[9](index=9&type=chunk) [Basis of Preparation](index=7&type=section&id=3.2%20Basis%20of%20Preparation) The consolidated financial statements are prepared under HKFRSs and the Hong Kong Companies Ordinance, using historical cost except for investment properties and assets held for sale measured at fair value. Despite losses, net current liabilities, and cash shortages, the Board believes the Group can operate on a going concern basis due to several liquidity improvement measures - The consolidated financial statements are prepared on a historical cost basis, except for investment properties and assets held for sale which are measured at fair value[11](index=11&type=chunk) - The Group recorded a loss of **RMB 57,019 thousand**, net current liabilities of approximately **RMB 33,971 thousand**, and cash and cash equivalents of approximately **RMB 1,388 thousand** in FY2024/25, yet the Board prepared the financial statements on a going concern basis[12](index=12&type=chunk) - To improve liquidity, the Group plans to utilize an unutilized revolving loan facility of **RMB 40 million** from Raffles, negotiate extensions for existing bank loans of **RMB 64 million**, expects to receive proceeds from the disposal of assets held for sale and termination of investment property acquisition, and considers disposing of certain investment properties for funds[14](index=14&type=chunk) [Adoption of New/Revised Hong Kong Financial Reporting Standards](index=9&type=section&id=3.3%20Adoption%20of%20New%2FRevised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted certain revised HKFRSs with no material impact on current or prior period results and financial position. Newly issued but not yet effective standards, particularly HKFRS 18, are expected to significantly affect financial statement presentation and disclosure without impacting recognition and measurement - Adopted amendments to HKFRSs (e.g., HKAS 1, HKFRS 16) had no material impact on the Group's results and financial position for the current or prior periods[15](index=15&type=chunk) - Newly issued but not yet effective HKFRS 18 'Presentation and Disclosure in Financial Statements' will replace HKAS 1 and is expected to have a significant impact on the presentation and disclosure of certain items in the consolidated financial statements, including classification and subtotals in the statement of profit or loss[17](index=17&type=chunk) [Revenue and Segment Information](index=10&type=section&id=3.4%20Revenue%20and%20Segment%20Information) Revenue for the financial year slightly increased by 1.3% to RMB 56,697 thousand, primarily from education facility leasing and hotel property leasing. Education facility leasing revenue slightly decreased, while hotel property leasing revenue, especially floating lease payments, significantly grew. Revenue from China decreased, while non-China regions (Malaysia, Indonesia, and Switzerland) saw significant growth. The Group's major customers include Customer A, Customer B, and Raffles Group Revenue Analysis by Category | Revenue Source | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Education Facility Leasing | 47,710 | 49,293 | (3.2) | | Ancillary Facility Commercial Leasing | 2,938 | 2,779 | 5.7 | | Hotel Properties — Fixed Lease Payments | 3,888 | 2,940 | 32.2 | | Hotel Properties — Floating Lease Payments | 2,161 | 957 | 125.8 | | **Total Revenue** | **56,697** | **55,969** | **1.3** | Revenue Analysis by Country | Region | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | China | 44,905 | 46,519 | (3.4) | | Non-China (Malaysia, Indonesia, and Switzerland) | 11,792 | 9,450 | 24.8 | | **Total Revenue** | **56,697** | **55,969** | **1.3** | - Major customers include Customer A (revenue **RMB 18,284 thousand**, up **4.4%** year-on-year), Customer B (revenue **RMB 11,824 thousand**, up **17.5%** year-on-year), and Raffles Group (revenue **RMB 5,792 thousand**)[28](index=28&type=chunk) [Net Other Income](index=15&type=section&id=3.5%20Net%20Other%20Income) Net other income for the financial year significantly decreased by 67.3% to RMB 1,738 thousand, mainly due to reduced net exchange gains and the absence of bargain purchase gains Net Other Income Details | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net Exchange Gains | 1,183 | 2,672 | (55.7) | | Bargain Purchase Gains | — | 2,352 | N/M | | Others | 555 | 289 | 92.0 | | **Total** | **1,738** | **5,313** | **(67.3)** | [Loss Before Income Tax](index=15&type=section&id=3.6%20Loss%20Before%20Income%20Tax) Loss before income tax is calculated after deducting various expenses, including auditor's remuneration, direct operating expenses for investment properties, and short-term lease expenses Deductions for Loss Before Income Tax | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's Remuneration | 767 | 901 | (14.9) | | Direct Operating Expenses for Investment Properties Generating Rental Income During the Year | 16,721 | 14,289 | 17.0 | | Direct Operating Expenses for Investment Properties Not Generating Rental Income During the Year | 4,311 | 6,498 | (33.7) | | Short-Term Lease Expenses | 1,086 | — | N/M | [Income Tax](index=16&type=section&id=3.7%20Income%20Tax) Income tax expense for the financial year shifted from a loss to a gain, primarily due to a significant increase in current tax (especially land appreciation tax and China corporate income tax) and increased deferred tax credits Income Tax Details | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current Tax | 31,167 | 4,856 | 541.8 | | — China Corporate Income Tax | 13,928 | 394 | 3,435.0 | | — Land Appreciation Tax | 14,595 | — | N/M | | Deferred Tax | (19,031) | (13,808) | 37.8 | | **Income Tax** | **12,136** | **(8,952)** | **N/M** | - The Group had no assessable profits in Hong Kong, thus no provision for Hong Kong profits tax was made[32](index=32&type=chunk) [Loss Per Share](index=17&type=section&id=3.8%20Loss%20Per%20Share) Basic and diluted loss per share for the financial year was RMB 0.31, narrowing from RMB 0.41 last year, mainly due to a decrease in loss attributable to owners of the Company Loss Per Share Data | Indicator | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (RMB thousand) | (56,558) | (73,861) | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 180,000 | 180,000 | | Basic Loss Per Share (RMB per share) | (0.31) | (0.41) | | Diluted Loss Per Share (RMB per share) | (0.31) | (0.41) | - The Company had no outstanding potential ordinary shares during the reporting period, so diluted loss per share equals basic loss per share[34](index=34&type=chunk) [Investment Properties](index=17&type=section&id=3.9%20Investment%20Properties) Fair value of investment properties at the end of the financial year was RMB 1,486,379 thousand, a decrease from last year, mainly affected by fair value changes and disposals, but with a positive impact from exchange adjustments. Investment properties are valued annually by independent valuers Changes in Fair Value of Investment Properties | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | | :--- | :--- | :--- | | Fair Value at Beginning of Year | 1,533,592 | 1,458,878 | | Additions | 3,078 | 8,342 | | Disposals | (22,060) | — | | Reclassified to Assets Held for Sale | (19,690) | (110,000) | | Exchange Adjustments | 42,404 | (14,753) | | Changes in Fair Value | (38,645) | (93,813) | | **Fair Value at End of Year** | **1,486,379** | **1,533,592** | - The fair value of investment properties is a Level 3 recurring fair value measurement, independently valued by external independent professional qualified valuers[36](index=36&type=chunk) [Investment in an Associate](index=18&type=section&id=3.10%20Investment%20in%20an%20Associate) The carrying amount of investment in an associate at the end of the financial year was RMB 8,809 thousand, a decrease from last year, primarily due to the recognition of an impairment loss of RMB 3,178 thousand. The acquisition of 4 Vallees Pte Ltd was completed last year, making it a wholly-owned subsidiary Carrying Amount of Investment in an Associate | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Net Assets Excluding Goodwill | 9,335 | 9,508 | | Goodwill | 2,652 | 2,652 | | Accumulated Impairment Loss | (3,178) | — | | **Carrying Amount** | **8,809** | **12,160** | - An impairment loss of **RMB 3,178 thousand** was recognized in FY2024/25 because the fair value less costs to sell of the associate, Axiom Properties Limited, was lower than its carrying amount[37](index=37&type=chunk) - The Company completed the acquisition of **75.39%** equity interest in 4 Vallees Pte Ltd in FY2023/24, making it a wholly-owned subsidiary[37](index=37&type=chunk) [Prepayments](index=19&type=section&id=3.11%20Prepayments) Prepayments significantly decreased to RMB 335 thousand at the end of the financial year, mainly due to the reclassification of prepayments for the terminated acquisition of Mongolian property to other receivables, and partial refund of prepayments for renovation works of investment properties in Langfang City Prepayments Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments for Acquisition of Investment Properties | — | 28,430 | | Prepayments for Various Renovation and Construction Works | 335 | 9,041 | | **Total** | **335** | **37,471** | - Prepayments of **RMB 28,430 thousand** for the terminated acquisition of Mongolian property were reclassified to 'Other receivables' in FY2024/25, with the seller to pay termination amounts in installments[38](index=38&type=chunk) - Of the prepayments for renovation and construction works of investment properties in Langfang City, **RMB 8,706 thousand** was refunded by the construction company[38](index=38&type=chunk) [Trade and Other Receivables](index=20&type=section&id=3.12%20Trade%20and%20Other%20Receivables) Total trade and other receivables increased to RMB 54,865 thousand at the end of the financial year, primarily due to the recognition of receivables from the terminated acquisition of investment properties. Impairment provisions also increased Trade and Other Receivables Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables, Net of Provision | 23,355 | 17,687 | | Other Receivables and Prepayments | 16,167 | 10,629 | | Receivables from Terminated Acquisition of Investment Properties | 20,008 | — | | Other Recoverable Taxes | 3,326 | 3,166 | | Less: Impairment Provision | (7,991) | (5,937) | | **Total** | **54,865** | **25,545** | - Receivables from the terminated acquisition of investment properties, amounting to **RMB 20,008 thousand**, were newly recognized this period, being the main reason for the increase in total receivables[39](index=39&type=chunk) - The aging analysis of trade receivables shows that most receivables are due within three months[42](index=42&type=chunk) [Trade and Other Payables and Accrued Expenses](index=22&type=section&id=3.13%20Trade%20and%20Other%20Payables%20and%20Accrued%20Expenses) Total trade and other payables and accrued expenses significantly decreased to RMB 62,669 thousand at the end of the financial year, mainly due to a substantial reduction in deposits received as the transaction for deposits received last year for the disposal of investment properties was completed Trade and Other Payables and Accrued Expenses Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 2,226 | 3,064 | | Other Payables and Accrued Expenses | 14,751 | 15,968 | | Deposits Received | 5,000 | 110,000 | | Amounts Due to Raffles Group | 40,692 | 52,574 | | **Total** | **62,669** | **181,606** | - Deposits received significantly decreased from **RMB 110,000 thousand** last year to **RMB 5,000 thousand**, primarily because the transaction for deposits received last year for the disposal of certain investment properties was completed[43](index=43&type=chunk) - Amounts due to Raffles Group are unsecured, interest-free, and not repayable before July 1, 2026[43](index=43&type=chunk) [Bank Borrowings, Secured](index=23&type=section&id=3.14%20Bank%20Borrowings,%20Secured) Total bank borrowings decreased to RMB 246,003 thousand at the end of the financial year, with RMB 77,632 thousand due for repayment within one year. Bank borrowings are secured by investment properties, corporate guarantees, equity pledges, pledged bank deposits, and rental income from Swiss hotel properties Bank Borrowings Maturity Analysis | Maturity Period | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 77,632 | 71,135 | | After One Year but Within Two Years | 23,109 | 73,923 | | After Two Years but Within Five Years | 60,529 | 53,453 | | After Five Years | 84,733 | 91,762 | | **Total** | **246,003** | **290,273** | - Bank borrowing interest rates range from **2.00% to 8.95%** per annum (last year: **3.04% to 8.95%**)[44](index=44&type=chunk) - Bank borrowings are secured by certain investment properties of the Group (**RMB 1,249,969 thousand**), corporate guarantees from the Company and subsidiaries, equity pledges, pledged bank deposits (**RMB 8,967 thousand**), and rental income from Swiss hotel properties[44](index=44&type=chunk) Financial Review for the Year Ended June 30, 2025 [Revenue](index=24&type=section&id=4.1%20Revenue) Revenue for the financial year increased by 1.3% to RMB 56.70 million, primarily driven by rising contractual rents from educational institutions within the Oriental University City campus Revenue Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | 1.3 | - Revenue growth was mainly attributable to increased contractual rents from several educational institutions within the Oriental University City campus in Langfang City, Hebei Province, China[45](index=45&type=chunk) [Employee Costs](index=24&type=section&id=4.2%20Employee%20Costs) Employee costs increased by 22.2% to RMB 6.66 million, mainly due to the full-year recognition of staff costs in this financial year following the completion of the 4 Vallees acquisition in the latter half of last year Employee Costs Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Employee Costs | 6.66 | 5.46 | 22.2 | - The increase in employee costs was mainly due to the full-year recognition of staff costs in FY2024/25 following the completion of the 4 Vallees acquisition in the latter half of FY2023/24[46](index=46&type=chunk) [Property Tax and Land Use Tax](index=24&type=section&id=4.3%20Property%20Tax%20and%20Land%20Use%20Tax) Property tax and land use tax decreased by 14.6% to RMB 8.97 million, primarily due to the disposal of several properties within the Oriental University City campus Property Tax and Land Use Tax Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Property Tax and Land Use Tax | 8.97 | 10.50 | (14.6) | - The decrease in taxes was mainly due to the disposal of several properties within the Oriental University City campus, with a total land area of **81,717 square meters** and a gross floor area of **60,001 square meters**[47](index=47&type=chunk) [Property Management Fees](index=24&type=section&id=4.4%20Property%20Management%20Fees) Property management fees increased by 8.1% to RMB 3.34 million, due to the full-year recognition of property management costs for 4 Vallees following the completion of its acquisition in this financial year Property Management Fees Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Property Management Fees | 3.34 | 3.09 | 8.1 | - The increase in property management fees was due to the full-year recognition of 4 Vallees' property management costs following the completion of the 4 Vallees acquisition in the latter half of FY2023/24[48](index=48&type=chunk) [Repair and Maintenance Expenses](index=24&type=section&id=4.5%20Repair%20and%20Maintenance%20Expenses) Repair and maintenance expenses increased by 43.1% to RMB 1.90 million, primarily due to more regular maintenance works being carried out Repair and Maintenance Expenses Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Repair and Maintenance Expenses | 1.90 | 1.33 | 43.1 | - The increase in repair and maintenance expenses was due to more regular maintenance works being carried out[49](index=49&type=chunk) [Legal and Professional Fees](index=25&type=section&id=4.6%20Legal%20and%20Professional%20Fees) Legal and professional fees decreased by 36.6% to RMB 3.70 million, mainly due to fewer professional fees incurred from corporate activities in this financial year Legal and Professional Fees Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Legal and Professional Fees | 3.70 | 5.84 | (36.6) | - The decrease in legal and professional fees was due to fewer professional fees incurred from corporate activities in FY2024/25[50](index=50&type=chunk) [Loss on Disposal of Investment Properties and Assets Held for Sale](index=25&type=section&id=4.7%20Loss%20on%20Disposal%20of%20Investment%20Properties%20and%20Assets%20Held%20for%20Sale) A loss of RMB 11.36 million on the disposal of investment properties and assets held for sale was recorded in this financial year, primarily attributable to property disposal events in FY2024/25 Loss on Disposal of Investment Properties and Assets Held for Sale | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Loss on Disposal | 11.36 | — | - This loss was attributable to property disposal events in FY2024/25[51](index=51&type=chunk) [Net Other Income](index=25&type=section&id=4.8%20Net%20Other%20Income) Net other income decreased by 67.3% to RMB 1.74 million, mainly due to reduced net exchange gains and the absence of any acquisition gains Net Other Income Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Net Other Income | 1.74 | 5.31 | (67.3) | - The decrease was mainly due to reduced net exchange gains and the absence of any acquisition gains[52](index=52&type=chunk) [Other Expenses](index=25&type=section&id=4.9%20Other%20Expenses) Other expenses increased by 88.0% to RMB 6.25 million, primarily due to new property rental costs for overseas property management and compensation paid to tenants for early lease termination Other Expenses Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Other Expenses | 6.25 | 3.33 | 88.0 | - The increase was mainly due to new property rental costs for overseas property management and compensation paid to tenants for early lease termination[53](index=53&type=chunk) [Share of Results of an Associate](index=25&type=section&id=4.10%20Share%20of%20Results%20of%20an%20Associate) Share of loss from an associate decreased by 31.3% to RMB 2.15 million, due to a reduction in the net loss recorded by its associate Share of Results of an Associate Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Share of Loss from Associate | 2.15 | 3.13 | (31.3) | - The decrease in loss was due to a reduction in the net loss recorded by its associate[54](index=54&type=chunk) [Impairment Loss on an Associate](index=25&type=section&id=4.11%20Impairment%20Loss%20on%20an%20Associate) An impairment loss of RMB 3.18 million on an associate was recognized in this financial year, as the fair value less costs to sell of the shares held in the associate was lower than its carrying amount Impairment Loss on an Associate | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Impairment Loss | 3.18 | — | - The impairment loss was due to the fair value less costs to sell of the shares held in the associate being lower than its carrying amount[55](index=55&type=chunk) [Impairment Loss on Other Receivables](index=26&type=section&id=4.12%20Impairment%20Loss%20on%20Other%20Receivables) An impairment provision of RMB 2.05 million was made for other receivables in this financial year, mainly for the remaining consideration to be received from the termination deed for the purchase of Mongolian investment properties Impairment Loss on Other Receivables | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Impairment Loss | 2.05 | — | - The impairment provision was made based on the remaining consideration of **RMB 20.01 million** to be received from the termination deed, with reference to an expected credit loss assessment performed by an independent valuer[56](index=56&type=chunk) [Fair Value Loss on Investment Properties](index=26&type=section&id=4.13%20Fair%20Value%20Loss%20on%20Investment%20Properties) Fair value loss on investment properties decreased by 58.8% to RMB 38.65 million, primarily attributable to the decrease in fair value of investment properties in the Oriental University City campus Fair Value Loss on Investment Properties Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Fair Value Loss | 38.65 | 93.81 | (58.8) | - The fair value loss was primarily attributable to the decrease in fair value of investment properties located in the Oriental University City campus[57](index=57&type=chunk) [Operating Loss](index=26&type=section&id=4.14%20Operating%20Loss) Operating loss decreased by 54.8% to RMB 30.35 million, mainly due to the combined effect of the aforementioned changes in revenue and expenses Operating Loss Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Loss | 30.35 | 67.12 | (54.8) | - The decrease in operating loss was due to the combined effect of changes in revenue and expenses as set out in notes 4.1 to 4.13[58](index=58&type=chunk) [Interest Expense on Bank Borrowings](index=26&type=section&id=4.15%20Interest%20Expense%20on%20Bank%20Borrowings) Interest expense on bank borrowings decreased by 11.4% to RMB 14.56 million, primarily due to more loan principal being progressively repaid Interest Expense on Bank Borrowings Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Interest Expense | 14.56 | 16.43 | (11.4) | - The decrease in interest expense was due to more loan principal being progressively repaid[59](index=59&type=chunk) [Current Tax](index=26&type=section&id=4.16%20Current%20Tax) Current tax expense significantly increased by 541.8% to RMB 31.17 million, mainly due to land appreciation tax and increased corporate income from property disposal events in FY2024/25 Current Tax Expense Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Current Tax Expense | 31.17 | 4.86 | 541.8 | - The increase was mainly due to land appreciation tax and increased corporate income from property disposal events in FY2024/25[60](index=60&type=chunk) [Deferred Tax](index=26&type=section&id=4.17%20Deferred%20Tax) Deferred tax credit increased by 37.8% to RMB 19.03 million, primarily due to the reversal of deferred tax from property disposal events in FY2024/25 Deferred Tax Credit Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Deferred Tax Credit | 19.03 | 13.81 | 37.8 | - The increase was mainly due to the reversal of deferred tax from property disposal events in FY2024/25[61](index=61&type=chunk) [Loss for the Year](index=27&type=section&id=4.18%20Loss%20for%20the%20Year) Loss for the year was RMB 57.02 million, a 23.5% reduction from RMB 74.58 million last year, despite losses from investment property disposals and fair value losses Loss for the Year Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | 57.02 | 74.58 | (23.5) | - The decrease in loss was mainly influenced by the narrowing operating loss, despite a loss of **RMB 11.36 million** on disposal of investment properties and assets held for sale, and a fair value loss of **RMB 38.65 million** on investment properties[62](index=62&type=chunk) [EBITDA](index=27&type=section&id=4.19%20EBITDA) EBITDA for the financial year was RMB 13.90 million, a 48.7% decrease from RMB 27.09 million last year EBITDA Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | EBITDA | 13.90 | 27.09 | (48.7) | [Liquidity and Financial Resources](index=27&type=section&id=4.20%20Liquidity%20and%20Financial%20Resources) Net current liabilities expanded to RMB 33.97 million at the end of the financial year. Despite this, the Board believes the Group has sufficient working capital for the next 12 months, relying on unutilized loan facilities, bank loan extension negotiations, expected asset disposal proceeds, and potential investment property sales Net Current Liabilities Changes | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | | :--- | :--- | :--- | | Net Current Liabilities | 33.97 | 6.90 | - The Group has an unutilized revolving loan facility of **RMB 40.00 million** from Raffles and has been negotiating with banks for extensions of existing bank loans totaling **RMB 64.00 million**[65](index=65&type=chunk) - Expected receivables from the disposal of assets held for sale and termination of investment property acquisition are anticipated to be fully collected in FY2025/26, and the Group is considering disposing of certain investment properties to provide further funds[65](index=65&type=chunk) [Gearing Ratio](index=28&type=section&id=4.21%20Gearing%20Ratio) The gearing ratio at the end of the financial year was 21.96%, a decrease from 25.34% last year, reflecting a reduction in total borrowings Gearing Ratio Changes | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 21.96% | 25.34% | | Total Borrowings (RMB million) | 246.00 | 290.27 | | Total Equity (RMB million) | 1,120.48 | 1,145.51 | [Cash and Cash Equivalents](index=28&type=section&id=4.22%20Cash%20and%20Cash%20Equivalents) Cash and cash equivalents significantly decreased to RMB 1.39 million at the end of the financial year. The Group places cash exceeding daily operational needs into fixed deposits and currently does not invest in other financial instruments Cash and Cash Equivalents Changes | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1.39 | 69.66 | - The Group places high importance on risk management, depositing cash exceeding daily operational needs into fixed deposits, and currently does not invest in bonds, notes, structured products, or any other financial instruments[68](index=68&type=chunk) [Foreign Exchange Hedging](index=28&type=section&id=4.23%20Foreign%20Exchange%20Hedging) The Group's foreign currency risk is limited as most transactions are denominated in RMB, and it currently does not engage in any foreign exchange hedging, but the Board will closely monitor and may consider a hedging policy in the future - The Group's foreign currency risk is limited as most transactions are denominated in RMB, the functional currency of its operations[69](index=69&type=chunk) - The Group currently does not engage in any foreign exchange hedging, but the Board closely monitors foreign exchange risk and may adopt a significant foreign currency hedging policy in the future[69](index=69&type=chunk) [Business Review and Outlook](index=28&type=section&id=5.%20Business%20Review%20and%20Outlook) The Group primarily leases education facilities in China, Malaysia, and Indonesia, and manages hotel properties in Switzerland. Despite market challenges, revenue grew by 1.3% this financial year, with both operating loss and loss for the year narrowing. The Group rationalized assets by disposing of low-yielding properties, using proceeds to upgrade investment properties and reduce bank borrowings. The Board is optimistic about future financial performance, anticipating sustainable demand for education facilities and moderate growth in the Swiss hotel sector - The Group's principal activities are leasing education facilities to educational institutions in China, Malaysia, and Indonesia, and owning, leasing, and managing hotel properties in Switzerland[70](index=70&type=chunk) - Revenue for the financial year increased by **1.3%** to **RMB 56.70 million**, operating loss decreased by **54.8%** to **RMB 30.35 million**, and loss for the year decreased by **23.5%** to **RMB 57.02 million**[71](index=71&type=chunk) - The Group rationalized assets by disposing of low-yielding investment properties (three disposals totaling **RMB 132.00 million** in this financial year), with proceeds used to upgrade investment properties in the Oriental University City campus, increase working capital, and reduce bank borrowings[72](index=72&type=chunk) - The Board expects sustainable demand for education facilities in the Oriental University City campus, Malaysia, and Indonesia, and moderate growth in the Swiss hotel sector to benefit the Group, anticipating further improvement in future financial performance[73](index=73&type=chunk) Significant Investments and Future Plans for Major Investments and Capital Commitments [Renovation and Refurbishment of Two Dormitories](index=30&type=section&id=6.1%20Renovation%20and%20Refurbishment%20of%20Two%20Dormitories) Renovation/refurbishment works for two dormitories in the Oriental University City campus have been completed and delivered, now leased by an educational institution. The contract amount was RMB 10.18 million, with RMB 9.87 million paid by the Group - Renovation/refurbishment works for Dormitories No. 23 and 24 in the Oriental University City campus were completed and delivered in the financial year ended June 30, 2023, and are leased by an educational institution[74](index=74&type=chunk) Financial Data for Dormitory Renovation/Refurbishment Project | Item | Amount (RMB million) | | :--- | :--- | | Contract Amount | 10.18 | | Amount Paid (as of June 30, 2025) | 9.87 | | Remaining Balance | 0.31 | [Construction of Canteen and Theatre](index=30&type=section&id=6.2%20Construction%20of%20Canteen%20and%20Theatre) Construction of the canteen and theatre in the Oriental University City campus was completed and delivered in the first half of this financial year, now leased by an educational institution. The contract amount was RMB 13.40 million, with RMB 11.53 million paid by the Group - Construction of the canteen and theatre in the Oriental University City campus was completed and delivered in the first half of FY2024/25 and is leased by an educational institution[75](index=75&type=chunk) Financial Data for Canteen and Theatre Construction Project | Item | Amount (RMB million) | | :--- | :--- | | Contract Amount | 13.40 | | Amount Paid (as of June 30, 2025) | 11.53 | | Remaining Balance | 3.97 | [Significant Acquisitions or Disposals of Subsidiaries, Associates, and Joint Ventures](index=30&type=section&id=7.%20Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries,%20Associates,%20and%20Joint%20Ventures) In this financial year, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - In FY2024/25, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[76](index=76&type=chunk) Related Party Transactions and Continuing Connected Transactions [(a) Malaysia Property Lease Agreement](index=31&type=section&id=(a)%20Malaysia%20Property%20Lease%20Agreement) OUCMY, a subsidiary of the Company, renewed its Malaysia property lease agreement with RCHE, a Raffles Group entity, for three years, with an annual rent of 2.01 million Malaysian Ringgit (approximately RMB 3.30 million) - OUCMY and RCHE entered into a new lease agreement on December 12, 2024, renewing the Malaysia property lease for three years, from January 1, 2025, to December 31, 2027[78](index=78&type=chunk) Key Data for Malaysia Property Lease Agreement | Item | Amount | | :--- | :--- | | Annual Rent | 2.01 million Malaysian Ringgit (approximately RMB 3.30 million) | [(b) Indonesia Property Lease Agreement](index=31&type=section&id=(b)%20Indonesia%20Property%20Lease%20Agreement) PT OUC Thamrin Indo, a subsidiary of the Company, entered into an Indonesia property lease agreement with PT. Rafes Institute of Higher Education, a wholly-owned subsidiary of Raffles, for three years, with an annual rent of 5,472 million Indonesian Rupiah (approximately RMB 2.41 million) - PT OUC Thamrin Indo entered into an Indonesia property lease agreement with PT. Rafes Institute of Higher Education for three years, commencing July 1, 2023, and expiring June 30, 2026[79](index=79&type=chunk) Key Data for Indonesia Property Lease Agreement | Item | Amount | | :--- | :--- | | Annual Rent | 5,472 million Indonesian Rupiah (approximately RMB 2.41 million) | [(c) Singapore Property Lease Agreement](index=32&type=section&id=(c)%20Singapore%20Property%20Lease%20Agreement) Langfang Development Zone Oriental University City Education Consulting Co., Ltd., a subsidiary of the Company, entered into a Singapore property lease agreement with Raffles College of Higher Education Pte Ltd, a wholly-owned subsidiary of Raffles, for ten months, with an annual rent of 0.2 million Singapore Dollars (approximately RMB 1.12 million), to be renewed for one year - A subsidiary of the Company entered into a Singapore property lease agreement with a wholly-owned subsidiary of Raffles for ten months, commencing September 1, 2024, and expiring June 30, 2025[80](index=80&type=chunk) Key Data for Singapore Property Lease Agreement | Item | Amount | | :--- | :--- | | Rent Payable (first ten months) | 0.2 million Singapore Dollars (approximately RMB 1.12 million) | | Annual Rent (for one-year renewal) | 0.26 million Singapore Dollars (approximately RMB 1.46 million) | [(d) Management Services Provided by Raffles Group](index=32&type=section&id=(d)%20Management%20Services%20Provided%20by%20Raffles%20Group) Rafes K12 Sdn Bhd, a wholly-owned subsidiary of Raffles, provided management services to 4 Vallees Pte Ltd, a wholly-owned subsidiary of the Company, receiving approximately RMB 0.4 million in fees this financial year, and will continue to provide services for the same amount next financial year Management Service Fees | Item | Amount (RMB million) | | :--- | :--- | | FY2024/25 Management Service Fees | 0.4 | | FY2025/26 Estimated Management Service Fees | 0.4 | [(e) Salaries and Retirement Scheme Contributions Paid to Mr. Chew Han Wei](index=32&type=section&id=(e)%20Salaries%20and%20Retirement%20Scheme%20Contributions%20Paid%20to%20Mr.%20Chew%20Han%20Wei) Mr. Chew Han Wei, son of Chairman and Executive Director Mr. Chew Hua Seng, received remuneration of approximately RMB 1.02 million in this financial year Mr. Chew Han Wei's Remuneration | Item | Amount (RMB million) | | :--- | :--- | | FY2024/25 Remuneration | 1.02 | Other Financial and Corporate Information [Pledge of the Group's Assets](index=33&type=section&id=9.%20Pledge%20of%20the%20Group's%20Assets) As of June 30, 2025, the Group's investment properties of RMB 1,249,969 thousand, bank deposits of RMB 8,967 thousand, and rental income from Swiss hotel properties have been pledged to banks as collateral for bank financing Pledged Asset Values | Pledged Asset | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Investment Properties | 1,249,969 | 1,109,543 | | Bank Deposits | 8,967 | 7,973 | - Rental income from Swiss hotel properties has also been pledged as security for bank borrowings[83](index=83&type=chunk) [Capital Structure](index=33&type=section&id=10.%20Capital%20Structure) As of June 30, 2025, the Group's capital structure remained unchanged compared to the same period last year - The Group's capital structure as of June 30, 2025, remained unchanged compared to June 30, 2024[84](index=84&type=chunk) [Contingent Liabilities](index=33&type=section&id=11.%20Contingent%20Liabilities) As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities[85](index=85&type=chunk) [Use of Proceeds from Property Disposal](index=33&type=section&id=12.%20Use%20of%20Proceeds%20from%20Property%20Disposal) The net proceeds from the disposal of four land use rights in the Oriental University City campus for RMB 110 million were fully utilized as planned by June 30, 2025, primarily for loan repayment and general working capital - Net proceeds from property disposal amounted to **RMB 91.39 million** and were fully utilized as planned by June 30, 2025[87](index=87&type=chunk) Use of Proceeds from Property Disposal | Purpose | Planned Use (RMB million) | Utilized (RMB million) | | :--- | :--- | :--- | | Loan Repayment | 62.00 | 62.00 | | General Working Capital | 29.39 | 29.39 | | **Total** | **91.39** | **91.39** | [Events After Reporting Period](index=34&type=section&id=13.%20Events%20After%20Reporting%20Period) After the reporting period, the Group further disposed of an investment property in July 2025 for RMB 18.00 million, expected to be completed in September 2025. Additionally, the second installment of the termination payment for the terminated purchase of Mongolian investment property has been partially received - On July 4, 2025, the Group entered into a sale and purchase agreement to dispose of a land use right and buildings in the Oriental University City campus for **RMB 18.00 million**, expected to be completed in September 2025[89](index=89&type=chunk) - The termination payment of **RMB 33,690,000** for the terminated purchase of Mongolian investment property will be paid in four installments. As of the announcement date, the first installment of **RMB 8,422,000** has been received, and **RMB 7,554,400** of the second installment of **RMB 8,422,000** has been received, with the balance expected by the end of August 2025[90](index=90&type=chunk) [Employees and Remuneration Policy](index=35&type=section&id=14.%20Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 38 full-time employees, with total employee costs of approximately RMB 6.66 million. Remuneration policy refers to market salaries and performance, providing training and mandatory social security/provident fund contributions. The share option scheme expired on January 15, 2025, with no options granted, exercised, cancelled, or lapsed during the period Employee and Remuneration Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Full-Time Employees | 38 | 37 | | Total Employee Costs (RMB million) | 6.66 | 5.46 | - Employee remuneration is determined with reference to market salaries for employees with relevant experience and their respective performance, and training and mandatory social security and provident fund contributions are provided[91](index=91&type=chunk) - The share option scheme expired on January 15, 2025, and no share options have been granted, exercised, cancelled, or lapsed since the listing date[91](index=91&type=chunk) [Final Dividend](index=35&type=section&id=15.%20Final%20Dividend) The Board resolved not to recommend the payment of any dividend for the financial year 2024/25 - The Board resolved not to recommend the payment of any dividend for FY2024/25 (FY2023/24: nil)[92](index=92&type=chunk) Shareholders' and Directors' Interests [Competing Interests](index=36&type=section&id=16.%20Competing%20Interests) Controlling shareholder Raffles confirmed it is not involved in businesses competing with the Group, except for disclosed excluded businesses. Directors also confirmed no interests in any competing businesses as of June 30, 2025 - Controlling shareholder Raffles confirmed that, other than its equity interest in the Company, it is not involved in any business that competes or is likely to compete, directly or indirectly, with the Group's business, nor does it hold any interest in such businesses (except as disclosed in the prospectus)[93](index=93&type=chunk) - The Directors confirmed that as of June 30, 2025, no Director, controlling shareholder or substantial shareholder of the Company, or director of any subsidiary of the Company or any of their respective close associates had any interest in any business that competes or is likely to compete, directly or indirectly, with the Group's business[93](index=93&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=38&type=section&id=22.%20Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares,%20and%20Debentures) As of June 30, 2025, Chairman and Executive Director Mr. Chew Hua Seng held a 75% long position in the Company's shares through a controlled corporation, Raffles. Mr. Chew and his spouse also held interests in Raffles' shares and debentures Directors' Long Positions in the Company's Shares | Director Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chew Hua Seng | Interest of controlled corporation/Corporate interest | 135,000,000 | 75% | - Mr. Chew Hua Seng and his spouse, Ms. Doris Chung Gim Lian, held a **37.89%** interest in the shares of Raffles, an associated corporation of the Company, and held convertible and non-convertible debentures of Raffles[101](index=101&type=chunk)[102](index=102&type=chunk) - Save as disclosed above, no other Director or chief executive of the Company had any other interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations required to be recorded[103](index=103&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=40&type=section&id=23.%20Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Raffles, as beneficial owner, held a 75% long position in the Company's shares. Ms. Chung, spouse of Mr. Chew Hua Seng, was also deemed to have an interest in the same proportion Substantial Shareholders' Long Positions in Shares | Shareholder Name/Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Raffles | Beneficial owner/Personal interest | 135,000,000 | 75% | | Ms. Chung | Spouse's interest/Family interest | 135,000,000 | 75% | - Raffles is owned **25.01%** by Chairman and Executive Director Mr. Chew, **10.43%** jointly by Mr. Chew and his spouse Ms. Chung, and **2.45%** by Ms. Chung. Under the SFO, Mr. Chew and Ms. Chung are deemed to be interested in the shares in which Raffles has an interest[104](index=104&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts](index=41&type=section&id=24.%20Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts) Except as disclosed, no Director had a material interest, directly or indirectly, in any transaction, arrangement, or contract significant to the Group's business during this financial year - Save as otherwise disclosed, no Director had a material interest, directly or indirectly, in any transaction, arrangement, or contract entered into by the Company or its holding company or any of its subsidiaries or fellow subsidiaries that was significant to the Group's business during FY2024/25[106](index=106&type=chunk) Corporate Governance and Compliance [Annual General Meeting ('2025 AGM')](index=36&type=section&id=17.%20Annual%20General%20Meeting%20(%222025%20AGM%22)) The 2025 AGM will be held on Friday, October 24, 2025, with relevant notice and documents to be dispatched and published as required by the GEM Listing Rules - The 2025 AGM will be held on Friday, October 24, 2025, and the notice and documents will be dispatched and transmitted to shareholders and published on the HKEXnews website and the Company's website in due course as required by the GEM Listing Rules[94](index=94&type=chunk) [Dates for Closure of Register of Members](index=37&type=section&id=18.%20Dates%20for%20Closure%20of%20Register%20of%20Members) To determine eligibility to attend and vote at the 2025 AGM, the Company will suspend its register of members from October 21 to October 24, 2025 Dates for Closure of Register of Members | Item | Date | | :--- | :--- | | Latest Time for Lodging Transfer Documents | 4:30 p.m. on Monday, October 20, 2025 | | Suspension of Register of Members | Tuesday, October 21, 2025, to Friday, October 24, 2025 | | Record Date | Friday, October 24, 2025 | - Unregistered shareholders must deposit all duly completed and stamped transfer forms with the relevant share certificates to the Company's share registrar by the specified deadline[95](index=95&type=chunk) [Corporate Governance](index=37&type=section&id=19.%20Corporate%20Governance) The Company is committed to its shareholder responsibilities and complied with the code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules during FY2024/25 - The Company is committed to fulfilling its responsibilities to its shareholders, striving to protect and enhance shareholder value through sound corporate governance[96](index=96&type=chunk) - For FY2024/25, the Company complied with the code provisions set out in the section 'Part 2 – Principles of Good Corporate Governance, Code Provisions and Recommended Best Practices' of the Corporate Governance Code in Appendix C1 to the GEM Listing Rules[96](index=96&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=37&type=section&id=20.%20Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During this financial year, neither the Company nor its subsidiaries purchased, sold, or redeemed any GEM-listed securities, nor did they hold any treasury shares - During FY2024/25, the Company did not redeem any of its shares listed on GEM, nor did the Company or any of its subsidiaries purchase or sell any such shares[97](index=97&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[98](index=98&type=chunk) [Directors' Securities Transactions](index=38&type=section&id=21.%20Directors'%20Securities%20Transactions) The Company adopted the required standard of dealings under the GEM Listing Rules as the code of conduct for Directors' securities transactions, and all Directors confirmed compliance during this financial year - The Company adopted the required standard of dealings for Directors' securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for Directors' dealings in the Company's securities[99](index=99&type=chunk) - The Company made specific enquiries to all Directors, and each of them confirmed compliance with the required standard of dealings during FY2024/25[99](index=99&type=chunk) [Disclosure under Section 436 of the Companies Ordinance](index=41&type=section&id=25.%20Disclosure%20under%20Section%20436%20of%20the%20Companies%20Ordinance) The financial information in this preliminary results announcement is extracted from the statutory annual consolidated financial statements. The Company has submitted its consolidated financial statements for FY2023/24 as required and will submit those for FY2024/25 in due course. The independent auditor's report contained no qualified opinion - The financial information for FY2024/25 and FY2023/24 contained in this preliminary results announcement does not constitute the Company's statutory annual consolidated financial statements for those years but is extracted from them[107](index=107&type=chunk) - The Company's independent auditor has reported on the Group's consolidated financial statements for both years, and the independent auditor's report contained no qualified opinion[107](index=107&type=chunk) [Review by Audit Committee](index=42&type=section&id=26.%20Review%20by%20Audit%20Committee) The Audit Committee reviewed the Group's adopted accounting principles and practices, as well as the audited annual results for FY2024/25, deeming them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive Directors, with Mr. Chan Yiu Cheung as Chairman[108](index=108&type=chunk) - The Audit Committee reviewed the Group's adopted accounting principles and practices, as well as the Group's audited annual results for FY2024/25, and considered them to be prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures made[108](index=108&type=chunk) [Scope of Work of BDO Limited, Hong Kong](index=42&type=section&id=27.%20Scope%20of%20Work%20of%20BDO%20Limited,%20Hong%20Kong) The Company's auditor, BDO Limited, Hong Kong, agreed that the financial figures in the preliminary announcement align with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion is expressed on the preliminary announcement - The Company's auditor, BDO Limited, Hong Kong, agreed that the figures for the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes for FY2024/25 contained in the preliminary announcement are consistent with the amounts in the Group's audited consolidated financial statements for the year[109](index=109&type=chunk) - The work performed by the auditor does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, and accordingly, no opinion or assurance conclusion is expressed on the preliminary announcement[109](index=109&type=chunk)

Group 1 - The company announced a change in its nomination committee effective from August 22, 2025, with Mr. Zhou Huasheng stepping down as a member [1] - Ms. Geng Yu has been appointed as a member of the nomination committee [1] - Following these changes, the nomination committee will be chaired by Mr. Zheng Wenbiao, with Mr. Liu Guilin and Ms. Geng Yu as members [1]

Group 1 - The company announced a change in its nomination committee effective from August 22, 2025, with Mr. Zhou Huasheng no longer serving as a member [1] - Ms. Geng Yu has been appointed as a member of the nomination committee [1] - Following these changes, the nomination committee will be chaired by Mr. Zheng Wenbiao, with Mr. Liu Guilin and Ms. Geng Yu as members [1]

提名委員會職權範圍 （經2025年8月22日董事會決議批准） 組織 1. 公司董事會（「董事會」）特此決議在董事會下成立提名委員會（以下簡稱「委員會」）。 成員 主席 秘書 ORIENTAL UNIVERSITY CITY HOLDINGS (H.K.) LIMITED 東方大學城控股（香港）有限公司 （「公司」） 8. 委員會秘書（「秘書」）應由公司秘書出任。 - 1 - 2. 委員會的成員由董事會任命，至少須由三名成員組成，大部分成員應為公司獨立非 執行董事。應有至少一名委員會成員為不同性別。 3. 委員會成員每屆任期至多為三年。 4. 委員會主席（「主席」）應由董事會任命，並應為董事會主席或獨立非執行董事。 5. 主席負責與董事會聯絡，並主持委員會會議。 6. 若委員會主席缺席，出席會議的委員會其他成員應在他們當中選出一位成員主持委 員會會議。 7. 主席應出席公司的年度股東大會（若其未能出席，則委員會的另一名成員出席，或如 該名成員未能出席，則其適當委任的代表出席），並應準備回答股東就委員會的職責 所提出的問題。 權力 職責 - 2 - 9 秘書或其代表應參加委員會會議以作會議記錄。 10. 若秘書缺 ...

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的內容概不負責，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份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 ORIENTAL UNIVERSITY CITY HOLDINGS (H.K.) LIMITED 8067 董事名單與其角色和職能 東方大學城控股（香港）有限公司董事（「董事」）會（「董事會」）成員載列如下，自二零二五 年八月二十二日起生效： 執行董事 周華盛先生 （主席） 劉迎春先生 （行政總裁） 非執行董事 耿瑜女士 獨立非執行董事 陳耀鄉先生 鄭文鏢先生 劉桂林先生 董事會轄下設有四個委員會。各董事會成員在該等委員會中所擔任的職位載列如下： | 董事 | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | 風險管理委員會 | | --- | --- | --- | --- | --- | --- | | 執行董事 | | | | | | | 周華盛先生 | | – | M | – | – | | 劉迎春先生 | | – | – | – | M | | 非執行董事 | | | | | | ...