香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因 依賴該等內容而引致之任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 該協議 Goldway Education Group Limited 金 滙 教 育 集 團 有 限 公 司 * （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8160） 主要交易 收購滙敏有限公司 董事會欣然宣佈，於二零二五年九月三十日，本公司與賣方訂立該協議，以 按代價20百萬港元收購目標公司全部已發行股份，代價將透過配發及發行代 價股份及發行承兌票據償付。 收購事項之完成須待（其中包括）於股東特別大會上通過決議案批准該協議及 其項下擬進行之交易（包括配發及發行代價股份之特別授權）以及聯交所批准 代價股份上市及買賣後，方告作實。 由於GEM上市規則項下之最高適用百分比率超過25%但低於100%，故收購事 項構成一項主要交易，並須遵守GEM上市規則第十九章項下之申報、公告及 股東批准規定。 一份載有（其 ...

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: 金滙教育集團有限公司 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08160 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 40,000,000,000 | HKD | | 0.0005 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 40,000,000,000 | HKD | | 0.0005 | HKD | | 20,000,000 | 本月底法 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分 內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Goldway Education Group Limited 金滙教育集團有限公司* （於開曼群島註冊成立的有限公司） （股份代號：8160） 附註： 決議案全文載於股東週年大會通告。 由於上述第 1 至 7 項決議案各自均獲不少於 50%之贊成票，該等決議案已獲股東正式通過為 普通決議案。有關上述決議案詳情，股東可參閱通函。 於股東週年大會日期： 於二零二五年八月二十一日舉行的股東週年大會 投票結果 金滙教育集團有限公司（「本公司」）欣然宣佈，本公司之股東週年大會（「股東週年大 會」）於二零二五年八月二十一日下午二時三十分舉行，日期為二零二五年七月十七日之通 函（「通函」）（隨附股東週年大會通告）所載之全部建議決議案已獲本公司股東按投票表 決方式正式投票。除另有界定外，本公告所用詞彙與通函所定義者具相同涵義。 股東週年大會提呈之決議案之投票表決結果如下： | | | 票數(%) | | ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 金滙教育集團有限公司 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) | 08160 | 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 | | | 上月底結存 | | | 145,271,940 | | 0 | | 145,271,940 | | 增加 / 減少 (-) | | | | | | | | | 本月底結存 | | | 145,271,940 | | 0 | | 145,271,940 | 第 2 頁 共 10 頁 v 1.1.1 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's board and committee structure, along with its registered and principal business addresses [Board of Directors and Committee Composition](index=4&type=section&id=2.1%20Board%20of%20Directors%20and%20Committee%20Composition) The company's Board of Directors comprises two Executive Directors and three Independent Non-Executive Directors, supported by an Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee to ensure sound corporate governance - The Board of Directors consists of Mr. Leung Wai Tai, Ms. Li Yin Lam (Executive Directors), and Mr. Yu Lap Bun, Mr. Wong Chi Man, Mr. Wong Ming Fai (Independent Non-Executive Directors)[6](index=6&type=chunk) - The Audit Committee Chairman is Mr. Yu Lap Bun, the Remuneration Committee Chairman is Mr. Wong Ming Fai, and the Nomination and Corporate Governance Committee Chairman is Ms. Li Yin Lam[6](index=6&type=chunk) [Registered and Business Address](index=4&type=section&id=2.2%20Registered%20and%20Business%20Address) The company's registered office is in the Cayman Islands, with its head office and principal place of business in Hong Kong located at Goodway Shopping Centre, Tuen Mun, and its shares are listed on GEM of The Stock Exchange of Hong Kong under stock code 8160 - The registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands[7](index=7&type=chunk) - The head office and principal place of business in Hong Kong is located at Shop B10, 1/F, Goodway Shopping Centre, Tuen Mun, New Territories, Hong Kong[7](index=7&type=chunk) - The company's stock code is **8160**, and its corporate website is www.goldwayedugp.com[7](index=7&type=chunk) [Biographies of Directors](index=5&type=section&id=Biographies%20of%20Directors) This section details the professional backgrounds and experiences of the company's Executive and Independent Non-Executive Directors [Executive Directors](index=5&type=section&id=3.1%20Executive%20Directors) Mr. Leung Wai Tai possesses nearly 21 years of accounting experience as a practising certified public accountant in Hong Kong, joining the Group in February 2023 and appointed as Company Secretary in April of the same year; Ms. Li Yin Lam joined the Group in January 2025, bringing extensive experience in sales and marketing, business development, and operations management - Mr. Leung Wai Tai (43 years old) obtained a Bachelor of Accountancy degree from The Hong Kong Polytechnic University in 2003 and a Master of Accountancy degree in 2006, and is a practising certified public accountant in Hong Kong with nearly **21 years** of experience in the accounting industry[8](index=8&type=chunk) - Ms. Li Yin Lam (32 years old) obtained a Diploma in Business Administration from Shenzhen University in 2024, possesses extensive experience in sales and marketing, business development and operations management, and joined the Group in January 2025[8](index=8&type=chunk) [Independent Non-Executive Directors](index=5&type=section&id=3.2%20Independent%20Non-Executive%20Directors) Mr. Yu Lap Bun, Mr. Wong Chi Man, and Mr. Wong Ming Fai serve as Independent Non-Executive Directors, with Mr. Yu experienced in finance, audit, and corporate governance; Mr. Wong Chi Man having over 14 years of investment, finance, and securities advisory experience; and Mr. Wong Ming Fai possessing nearly 10 years of financial services industry experience, holding various public and private positions - Mr. Yu Lap Bun (43 years old) is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom and a member of the Hong Kong Institute of Certified Public Accountants, joining the Group in May 2022[9](index=9&type=chunk) - Mr. Wong Chi Man (42 years old) holds a Master of Applied Finance degree from Monash University in Australia, possesses over **14 years** of experience in investment, finance and securities advisory, and joined the Group in August 2022[9](index=9&type=chunk) - Mr. Wong Ming Fai (42 years old) graduated with a Bachelor of Arts degree in Economics from the University of British Columbia, possesses nearly **10 years** of experience in the financial services industry, and joined the Group in November 2023[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business performance, environmental, social, and governance policies, future outlook, financial results, significant investments, and fundraising activities [Business Review](index=6&type=section&id=4.1%20Business%20Review) For the current year, the Group's Tutoring Services revenue increased by 13.2% to 40.9 million HKD, Franchising Services revenue grew by 50.1% to 1.5 million HKD, and Management Services revenue rose by 1.7% to 8.8 million HKD; as of March 31, 2025, the Group operated 12 tutoring centers and 7 franchised centers 2025 Financial Year Revenue by Business Segment | Business Type | 2025 Financial Year Revenue (million HKD) | Year-on-Year Growth Rate | | :------------ | :---------------------------------------- | :----------------------- | | Tutoring Services | 40.9 | 13.2% | | Franchising Services | 1.5 | 50.1% | | Management Services | 8.8 | 1.7% | - As of March 31, 2025, the Group operated a total of **12** tutoring centers and **7** franchised centers covering Kowloon, New Territories and Hong Kong Island[14](index=14&type=chunk)[15](index=15&type=chunk) [Environmental, Social and Governance Related Policies](index=6&type=section&id=4.2%20Environmental%2C%20Social%20and%20Governance%20Related%20Policies) The Group is committed to environmental protection, reducing emissions and waste discharge, and complying with all relevant laws and regulations, including those related to education, copyright, trade descriptions, employment, MPF, anti-discrimination, personal data privacy, and minimum wage ordinances; this year, there were no material non-compliance records, and the Group prioritizes talent retention, offering comprehensive employee policies and training - The Group is committed to reducing emissions and waste discharge and achieving efficient resource utilization in its tutoring centers[18](index=18&type=chunk) - The Group complies with laws and regulations such as the Education Ordinance, Copyright Ordinance, Trade Descriptions Ordinance, Employment Ordinance, Mandatory Provident Fund Schemes Ordinance, anti-discrimination ordinances, Personal Data (Privacy) Ordinance and Minimum Wage Ordinance[19](index=19&type=chunk) - There were no records of material non-compliance with applicable laws and regulations during the year[20](index=20&type=chunk) - The Group has established comprehensive employee policies and guidelines covering employee benefits, talent development and workplace safety, and provides external training[21](index=21&type=chunk) - As of March 31, 2025, the Group had **97** employees, an increase of **1** person from the previous year, with no record of non-compliance with labor laws during the year[21](index=21&type=chunk) [Outlook](index=7&type=section&id=4.3%20Outlook) Facing the challenge of soft demand for tutoring services due to declining enrollment in primary and secondary schools in Hong Kong, the Group anticipates the Hong Kong tutoring market to remain challenging in the coming years; to diversify revenue streams, the Group plans to expand into new businesses involving automated parking systems and related services in Mainland China, and continues to seek other investment opportunities to maintain competitiveness - The declining enrollment in primary and secondary schools in Hong Kong has led to soft demand for tutoring services, resulting in an uncertain market outlook[22](index=22&type=chunk) - The Group plans to engage in new businesses involving the provision of automated parking systems and related services in Mainland China to diversify its revenue streams[22](index=22&type=chunk) - The management team will continue to seek suitable investment opportunities, including tutoring services and management services in Hong Kong and Mainland China[22](index=22&type=chunk) [Financial Review](index=7&type=section&id=4.4%20Financial%20Review) Total revenue for the year increased by 11.8% to 51.2 million HKD, primarily driven by increased tutoring services income; however, due to increased depreciation of right-of-use assets, employee benefit expenses, and provision for expected credit losses on trade receivables, the loss attributable to owners of the Company widened to 12.9 million HKD, while net current assets increased to 17.8 million HKD and the gearing ratio was zero Key Financial Indicators for 2025 Financial Year | Indicator | 2025 Financial Year (million HKD) | 2024 Financial Year (million HKD) | Year-on-Year Change | | :-------- | :-------------------------------- | :-------------------------------- | :------------------ | | Total Revenue | 51.2 | 45.8 | +11.8% | | Depreciation Expense (Property, Plant and Equipment) | 0.9 | 0.7 | +0.2 | | Depreciation Expense (Right-of-Use Assets) | 6.8 | 5.0 | +1.8 | | Employee Benefit Expenses | 40.9 | 35.8 | +14.0% | | Other Operating Expenses | 12.0 | 9.6 | +25% | | Loss Attributable to Owners of the Company | (12.9) | (6.4) | loss widened | | Cash and Cash Equivalents | 14.3 | 6.855 | increased | | Net Current Assets | 17.8 | 16.2 | increased | | Gearing Ratio | 0% | 5.3% | decreased | - The widening of the net loss for the year was primarily due to increased depreciation of right-of-use assets, employee benefit expenses, and provision for expected credit losses on trade receivables[27](index=27&type=chunk) - The Group's business is primarily conducted in HKD, with limited potential foreign exchange risk[31](index=31&type=chunk) [Significant Investments, Acquisitions and Disposals](index=8&type=section&id=4.5%20Significant%20Investments%2C%20Acquisitions%20

[Financial Highlights](index=2&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81) The Group's revenue increased by 11.8% to HK$51.2 million, while loss for the year expanded by 117.2% to HK$12.9 million | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 51,200 | 45,800 | | Loss for the year | 12,900 | 5,900 | | Dividends | Not recommended | Not recommended | - For the year ended March 31, 2025, the Group's revenue was approximately **HK$51.2 million**, an increase of **11.8%** from the previous fiscal year[3](index=3&type=chunk) - Loss for the year was approximately **HK$12.9 million**, an increase of approximately **117.2%** compared to the previous fiscal year[3](index=3&type=chunk) [Annual Results](index=3&type=section&id=%E5%85%A8%E5%B9%B4%E4%B8%9A%E7%BB%A9) This section provides a detailed overview of the Group's financial performance and position for the year [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=%E7%BB%BC%E5%90%88%E6%8D%9F%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) The Group's revenue grew by 11.8% to HK$51.2 million, but increased depreciation, employee benefits, and expected credit loss provisions led to a 117.2% expansion in loss for the year to HK$12.9 million | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 51,209 | 45,793 | +11.8% | | Other income | 3,585 | 2,837 | +26.4% | | Depreciation | (7,717) | (5,683) | +35.8% | | Employee benefit expenses | (40,860) | (35,830) | +14.0% | | Loss before tax | (11,558) | (5,941) | +94.5% | | Loss for the year | (12,942) | (5,959) | +117.2% | | Loss attributable to owners of the Company | (12,875) | (6,400) | +101.2% | | Loss per share — Basic and diluted (HK cents) | (9.04) | (18.38) | -50.8% (loss narrowed) | - Revenue growth was primarily driven by increased tutoring service income, but significant increases in depreciation, employee benefit expenses, and expected credit loss provisions for trade receivables led to an expanded loss[4](index=4&type=chunk)[53](index=53&type=chunk) [Consolidated Statement of Financial Position](index=5&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) Total assets slightly decreased, with non-current assets down and current assets up, resulting in a small net asset value decline but improved net current assets | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Non-current assets | 26,797 | 33,506 | (6,709) | | Current assets | 31,350 | 28,690 | +2,660 | | Current liabilities | 13,504 | 12,500 | +1,004 | | Net current assets | 17,846 | 16,190 | +1,656 | | Net assets | 40,499 | 41,815 | (1,316) | - Financial assets at fair value through other comprehensive income decreased from **HK$9,040 thousand** to **HK$5,010 thousand**, contributing to the reduction in non-current assets[5](index=5&type=chunk) - Cash and cash equivalents increased from **HK$6,855 thousand** to **HK$14,319 thousand**, primarily due to cash inflows from restricted bank deposits[5](index=5&type=chunk)[54](index=54&type=chunk) [Consolidated Statement of Changes in Equity](index=7&type=section&id=%E7%BB%BC%E5%90%88%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) Equity attributable to owners decreased from HK$38.4 million to HK$37.2 million, primarily due to the loss for the year and fair value losses on financial assets, partially offset by new share issuance from rights issue | Metric | March 31, 2025 (thousand HKD) | March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 37,233 | 38,448 | | Non-controlling interests | 3,266 | 3,367 | | Total equity | 40,499 | 41,815 | - Loss for the year of **HK$12,875 thousand** (2024: HK$6,400 thousand) was the primary reason for the decrease in equity[7](index=7&type=chunk) - Fair value loss on financial assets at fair value through other comprehensive income of **HK$4,030 thousand** (2024: HK$349 thousand) further reduced equity[7](index=7&type=chunk) - The rights issue generated an increase in equity of **HK$15,732 thousand**, partially offsetting the impact of losses[7](index=7&type=chunk)[8](index=8&type=chunk) [Notes to the Consolidated Financial Statements](index=8&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) This section provides detailed explanations and disclosures supporting the consolidated financial statements [General Information](index=8&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99) Goldway Education Group Limited, incorporated in Cayman Islands and listed on HKEX GEM, primarily provides tutoring, franchising, and management services in Hong Kong and Mainland China - The Company was incorporated in the Cayman Islands on **October 19, 2015**, and listed on the GEM of the Stock Exchange of Hong Kong on **December 2, 2016**[9](index=9&type=chunk) - Its principal activities include providing tutoring services, franchising services, and management services in Hong Kong and Mainland China[9](index=9&type=chunk) - Tutoring services are offered under the trade names 'Elite Study Centre' and 'Perfect Education Centre', covering primary and secondary school tutoring[9](index=9&type=chunk) [Restatement of Consolidated Financial Statements](index=8&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%87%8D%E5%88%97) Certain line items in the consolidated financial statements were restated to better reflect their function and nature, with no material impact on prior period financial position or performance - The Group restated certain line items in the consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position for the year ended March 31, 2025[10](index=10&type=chunk) - This restatement aims to better reflect the function and nature of the items, with corresponding comparative figures adjusted[10](index=10&type=chunk) - The restatement had no impact on the profit or loss, total comprehensive income, assets, liabilities, total equity, or cash flows for the comparative year ended March 31, 2024[10](index=10&type=chunk) [Basis of Preparation](index=9&type=section&id=%E7%BC%96%E8%A3%BD%E5%9F%BA%E5%87%86) The consolidated financial statements are prepared in accordance with HKFRSs, GEM Listing Rules, and Hong Kong Companies Ordinance, using historical cost convention and a going concern basis - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) issued by the Hong Kong Institute of Certified Public Accountants[13](index=13&type=chunk) - They are prepared under the historical cost convention and on a going concern basis, based on management's reasonable expectations[14](index=14&type=chunk) - The statements are presented in Hong Kong Dollars, with all values rounded to the nearest thousand[14](index=14&type=chunk) [Application of New and Revised Hong Kong Financial Reporting Standards](index=10&type=section&id=%E5%BA%94%E7%94%A8%E6%96%B0%E8%AE%A2%E5%8F%8A%E7%BB%8F%E4%BF%AE%E8%AE%A2%E9%A6%99%E6%B8%AF%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A%E5%87%86%E5%88%99) Several new and revised HKFRSs were adopted this year with no material impact, while the Group is assessing the future impact of HKFRS 18 on financial statement presentation and disclosure - Newly adopted revised standards include HKFRS 16 (Sale and Leaseback), HKAS 1 (Classification of Liabilities, Non-current Liabilities with Covenants), and HKAS 7 and HKFRS 7 (Supplier Finance Arrangements)[15](index=15&type=chunk) - The adoption of these new and revised standards had no material impact on the financial position or performance for the current and prior periods[15](index=15&type=chunk) - The Group is assessing the specific impact of HKFRS 18 (Presentation and Disclosure in Financial Statements), effective for periods beginning on or after January 1, 2027, on future financial statement presentation and disclosure[16](index=16&type=chunk)[18](index=18&type=chunk) [Segment Information](index=11&type=section&id=%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group operates a single segment of tutoring, franchising, and management services, with HK$42.4 million revenue from Hong Kong and HK$8.8 million from Mainland China in FY2025 - The Group's management considers its operations to comprise a single operating segment: providing tutoring services, including primary and secondary school tutoring, franchising services, and management services[19](index=19&type=chunk) | Geographical Location | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 42,411 | 37,144 | | Mainland China | 8,798 | 8,649 | | **Consolidated Total** | **51,209** | **45,793** | - For the year ended March 31, 2025, revenue from a single external customer (management services) was approximately **HK$8.8 million**, accounting for over **10%** of total revenue[21](index=21&type=chunk) [Revenue and Other Income](index=12&type=section&id=%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Total revenue reached HK$51.2 million, an 11.8% increase, driven by growth in tutoring, franchising, and management services | Revenue Source | 2025 (thousand HKD) | 2024 (thousand HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Tutoring service income | 40,913 | 36,146 | +13.2% | | Continuing franchising income | 1,498 | 998 | +50.1% | | Management service income | 8,798 | 8,649 | +1.7% | | **Total Revenue** | **51,209** | **45,793** | **+11.8%** | - Other income primarily consists of revenue from providing human resources to franchisees, amounting to **HK$3,441 thousand** in 2025[22](index=22&type=chunk) - As of March 31, 2025, the transaction price allocated to unsatisfied performance obligations under management service contracts was **HK$29,328 thousand**, with **HK$8,798 thousand** expected to be recognized within one year[23](index=23&type=chunk) [Loss Before Tax](index=14&type=section&id=%E9%99%A4%E7%A8%8E%E5%89%8D%E4%BA%8F%E6%8D%9F) Loss before tax expanded from HK$5.9 million to HK$11.6 million, primarily due to increased depreciation, employee benefits, and expected credit loss provisions for trade receivables | Expense Item | 2025 (thousand HKD) | 2024 (thousand HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration – Audit services | 488 | 500 | -2.4% | | Amortisation of intangible assets | 1,212 | 1,226 | -1.1% | | Depreciation (total) | 7,717 | 5,683 | +35.8% | | Expenses relating to short-term leases | 742 | 303 | +145.0% | | Provision for expected credit losses on trade receivables | 3,464 | 815 | +325.0% | | Employee benefit expenses (total) | 40,860 | 35,830 | +14.0% | - The increase in employee benefit expenses was mainly due to increased employee working hours to extend business operating hours[24](index=24&type=chunk)[51](index=51&type=chunk) - Provision for expected credit losses significantly increased by **325%** to **HK$3,464 thousand**[24](index=24&type=chunk) [Income Tax Expense](index=15&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%E5%BC%80%E6%94%AF) Income tax expense significantly increased from HK$18 thousand to HK$1.384 million, mainly due to higher PRC corporate income tax provision and reduced deferred tax credits | Tax Type | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong Profits Tax – Provision for the year | – | – | | Hong Kong Profits Tax – Underprovision in prior years | 18 | – | | PRC Enterprise Income Tax – Provision for the year | 1,669 | 141 | | Deferred tax – Deferred tax credit for the year | (303) | (123) | | **Total Income Tax Expense** | **1,384** | **18** | - No provision for Hong Kong Profits Tax was made as the Group entities had no assessable profits for the year or had sufficient tax losses carried forward[25](index=25&type=chunk) - PRC subsidiaries are subject to Enterprise Income Tax rates, with small low-profit enterprises enjoying preferential rates of **5%** or **10%**, and others at **25%**[25](index=25&type=chunk) [Loss Per Share](index=16&type=section&id=%E6%AF%8F%E8%82%A1%E4%BA%8F%E6%8D%9F) Basic and diluted loss per share narrowed to 9.04 HK cents from 18.38 HK cents, primarily due to a significant increase in the weighted average number of ordinary shares from share consolidation and rights issue | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (thousand HKD) | (12,875) | (6,400) | | Weighted average number of ordinary shares | 142,374,761 | 34,824,406 | | Loss per share — Basic and diluted (HK cents) | (9.04) | (18.38) | - Diluted loss per share is the same as basic loss per share because potential ordinary shares are anti-dilutive[28](index=28&type=chunk) - The weighted average number of ordinary shares for 2024 has been adjusted for the share consolidation and rights issue implemented during the year[28](index=28&type=chunk) [Dividends](index=17&type=section&id=%E8%82%A1%E6%81%AF_%E9%99%84%E6%B3%A8) The Board does not recommend paying any final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[29](index=29&type=chunk) [Trade and Other Receivables](index=17&type=section&id=%E5%BA%94%E6%94%B6%E8%B4%A6%E6%AC%BE) Total trade receivables increased to HK$7.8 million, with 89% from management services, indicating high credit risk concentration, and expected credit loss provisions significantly increased to HK$4.2 million | Trade Receivables Source | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Tutoring service income | 679 | 676 | | Franchising income | 209 | – | | Management service income | 11,113 | 4,481 | | Less: Provision for expected credit losses | (4,247) | (807) | | **Total Trade Receivables** | **7,754** | **4,350** | - As of March 31, 2025, **89%** (2024: 84%) of trade receivables were due from one management service customer, indicating high credit risk concentration[33](index=33&type=chunk) - Provision for expected credit losses increased from **HK$807 thousand** in 2024 to **HK$4,247 thousand** in 2025[34](index=34&type=chunk) [Share Capital](index=19&type=section&id=%E8%82%A1%E6%9C%AC) Issued share capital increased from HK$18 thousand to HK$73 thousand, mainly due to a rights issue in July 2024, raising HK$15.0 million net proceeds for new business development, China sales office, and general working capital | Share Capital Movement | 2025 (thousand shares) | 2025 (thousand HKD) | 2024 (thousand shares) | 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid ordinary shares at beginning of year | 181,590 | 18 | 627,000 | 6,270 | | Placing of shares | – | – | 151,320 | 1,513 | | Issue of consideration shares | – | – | 129,630 | 1,296 | | Share consolidation | (145,272) | – | (726,360) | (9,061) | | Issue of rights shares | 108,954 | 55 | – | – | | **Issued and fully paid ordinary shares at end of year** | **145,272** | **73** | **181,590** | **18** | - The rights issue was completed in **July 2024**, issuing **108,953,956** new shares at a subscription price of **HK$0.145** per share, raising net proceeds of approximately **HK$15.0 million**[36](index=36&type=chunk) - The net proceeds from the rights issue are intended for developing new businesses (automatic parking systems), administrative expenses for establishing a China sales office, and the Group's general working capital[36](index=36&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the Group's business performance, financial condition, and future outlook, including operational highlights and financial results [Business Review](index=21&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B5) Tutoring revenue grew by 13.2% to HK$40.9 million, franchising by 50.1% to HK$1.5 million, and management services by 1.7% to HK$8.8 million, with no significant legal or regulatory non-compliance [Tutoring Business](index=21&type=section&id=%E8%A1%A5%E4%B9%A0%E4%B8%9A%E5%8A%A1) - Tutoring service revenue increased to approximately **HK$40.9 million**, an increase of approximately **13.2%** compared to the same period last fiscal year[38](index=38&type=chunk) - As of March 31, 2025, the Group operated **12** tutoring centers in Hong Kong[39](index=39&type=chunk) [Franchising Business](index=21&type=section&id=%E7%89%B9%E8%AE%B8%E7%BB%8F%E8%90%A5%E4%B8%9A%E5%8A%A1) - Franchising income was approximately **HK$1.5 million**, representing a year-on-year increase of **50.1%**[40](index=40&type=chunk) - The significant increase in income was primarily attributable to improved student enrollment due to better pandemic conditions[40](index=40&type=chunk) - As of March 31, 2025, the Group had **7** franchised centers covering Kowloon, New Territories, and Hong Kong Island[40](index=40&type=chunk) [Management Services Business](index=21&type=section&id=%E7%AE%A1%E7%90%86%E6%9C%8D%E5%8A%A1%E4%B8%9A%E5%8A%A1) - The Group primarily provides management services to Shenzhen Jieshan Art Co., Ltd., which offers art and painting education services in Shenzhen, China[41](index=41&type=chunk) - Management service revenue for the year was approximately **HK$8.8 million**, an increase of approximately **1.7%** year-on-year[42](index=42&type=chunk) [Environmental Policies and Performance](index=21&type=section&id=%E7%8E%AF%E4%BF%9D%E6%94%BF%E7%AD%96%E4%B8%8E%E7%BB%A9%E6%95%88) - The Group is committed to reducing emissions and waste, and achieving efficient resource utilization in its tutoring centers[43](index=43&type=chunk) - Employees are regularly reminded to cooperate with environmental policies[43](index=43&type=chunk) [Compliance with Relevant Laws and Regulations](index=22&type=section&id=%E9%81%B5%E5%AE%88%E7%9B%B8%E5%85%B3%E6%B3%95%E5%BE%8B%E6%B3%95%E8%A7%84) - The Group strives to comply with all legal and regulatory requirements, particularly those related to education, copyright, and trade descriptions ordinances[44](index=44&type=chunk) - In human resources, the Group complies with employment, Mandatory Provident Fund Schemes, anti-discrimination, Personal Data (Privacy), and Minimum Wage Ordinances[44](index=44&type=chunk) - No significant breaches or non-compliance with applicable laws and regulations occurred during the year[45](index=45&type=chunk) [Relationships with Employees, Customers, and Suppliers](index=22&type=section&id=%E4%B8%8E%E5%83%87%E5%91%98%E3%80%81%E5%AE%A2%E6%88%B7%E5%92%8C%E4%BE%9B%E5%BA%94%E5%95%86%E7%9A%84%E5%85%B3%E7%B3%BB) - The Group has established comprehensive employee policies and guidelines covering employee benefits, talent development, and a safe working environment[46](index=46&type=chunk) - As of March 31, 2025, the Group had **97** employees, an increase of **1** person from the previous year, with no record of labor law violations during the year[46](index=46&type=chunk) - No significant disputes with customers (students and parents) or suppliers occurred during the year[46](index=46&type=chunk) [Prospects](index=22&type=section&id=%E5%89%8D%E6%99%AF) Facing a challenging Hong Kong tutoring market due to declining student enrollment, the Group is actively seeking new opportunities, including automatic parking systems in China, to diversify revenue and maintain competitiveness - The Hong Kong primary and secondary school tutoring market faces challenges due to declining student enrollment, leading to soft demand and a challenging outlook[47](index=47&type=chunk) - The Group is actively seeking new business opportunities to diversify revenue streams, including plans to provide automatic parking systems and related services in China[47](index=47&type=chunk) - The management team will continue to seek suitable investment opportunities, including tutoring businesses and management services in Hong Kong and China, to maintain competitiveness[48](index=48&type=chunk) [Financial Review](index=23&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) Revenue increased by 11.8% to HK$51.2 million, but increased depreciation, employee benefits, and expected credit loss provisions led to an expanded loss, while liquidity improved, and the Group completed a HK$15.0 million rights issue for new business and working capital [Revenue](index=23&type=section&id=%E6%94%B6%E7%9B%8A_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Total revenue for the year was approximately **HK$51.2 million**, an increase of approximately **11.8%** compared to **HK$45.8 million** in FY2024[49](index=49&type=chunk) - The increase in revenue was primarily due to an increase of approximately **HK$4.8 million** in tutoring business income[49](index=49&type=chunk) [Depreciation Expense](index=23&type=section&id=%E6%8A%98%E6%97%A7%E5%BC%80%E6%94%AF_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) | Depreciation Type | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 947 | 704 | +243 | | Right-of-use assets | 6,770 | 4,979 | +1,791 | - Depreciation of right-of-use assets significantly increased from approximately **HK$1.8 million** in FY2024 to approximately **HK$6.8 million** in the current year[24](index=24&type=chunk)[50](index=50&type=chunk) [Employee Benefit Expenses](index=23&type=section&id=%E5%83%87%E5%91%98%E7%A6%8F%E5%88%A9%E9%96%8B%E6%94%AF_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Employee benefit expenses increased by **14.0%** from approximately **HK$35.8 million** in FY2024 to approximately **HK$40.9 million** in the current year[51](index=51&type=chunk) - The increase was primarily due to increased employee working hours to extend business operating hours[51](index=51&type=chunk) [Other Operating Expenses](index=23&type=section&id=%E5%85%B6%E4%BB%96%E7%BB%8F%E8%90%A5%E5%BC%80%E6%94%AF_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Other operating expenses were approximately **HK$12.0 million** (2024: approximately HK$9.6 million), an increase of approximately **25.0%**[52](index=52&type=chunk) - The increase was due to higher short-term operating lease expenses, advertising expenses, and repair and maintenance costs[52](index=52&type=chunk) [Loss for the Year](index=24&type=section&id=%E6%9C%AC%E5%B9%B4%E5%BA%A6%E4%BA%8F%E6%8D%9F_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Loss attributable to owners of the Company significantly increased to approximately **HK$12.9 million**, compared to approximately **HK$6.4 million** in 2024[53](index=53&type=chunk) - The increased loss was primarily due to depreciation of right-of-use assets increasing to approximately **HK$6.8 million**, employee benefit expenses increasing to approximately **HK$40.9 million**, and provision for expected credit losses on trade receivables increasing to approximately **HK$3.5 million**[53](index=53&type=chunk) [Cash and Cash Equivalents](index=24&type=section&id=%E7%8E%B0%E9%87%91%E5%8F%8A%E7%8E%B0%E9%87%91%E7%AD%89%E5%80%BC%E9%A1%B9%E7%9B%AE_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - As of March 31, 2025, cash and cash equivalents were approximately **HK$14.3 million**, an increase from March 31, 2024[54](index=54&type=chunk) - The increase was mainly due to cash inflows from restricted bank deposits[54](index=54&type=chunk) [Contingent Liabilities](index=24&type=section&id=%E6%88%96%E7%84%B6%E8%B4%9F%E5%80%BA_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - As of March 31, 2025, the Group had no significant contingent liabilities[55](index=55&type=chunk) [Liquidity and Financial Resources](index=24&type=section&id=%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E4%B8%8E%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - The Group primarily finances its operations with working capital[56](index=56&type=chunk) - Net current assets increased from approximately **HK$16.2 million** as of March 31, 2024, to approximately **HK$17.8 million** as of March 31, 2025[56](index=56&type=chunk) - The gearing ratio (calculated as acceptance notes divided by total equity) was **zero** as of March 31, 2025 (2024: approximately **5.3%**)[56](index=56&type=chunk) [Foreign Exchange Risk](index=24&type=section&id=%E5%A4%96%E6%B1%87%E9%A3%8E%E9%99%A9_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - The Group's operations are primarily conducted in Hong Kong Dollars, and the Directors believe potential foreign exchange risk is limited[57](index=57&type=chunk) - Management will monitor foreign exchange risk as needed[57](index=57&type=chunk) [Segment Information](index=24&type=section&id=%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Analysis of the Group's performance by business segment is disclosed in Note 4 to the consolidated financial statements[58](index=58&type=chunk) [Capital Structure](index=25&type=section&id=%E8%B5%84%E6%9C%AC%E7%BB%93%E6%9E%84_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Apart from changes in share capital, there were no other changes to the Group's capital structure during the year[59](index=59&type=chunk) [Pledge of the Group's Assets](index=25&type=section&id=%E6%9C%AC%E9%9B%86%E5%9B%A2%E7%9A%84%E8%B5%84%E4%BA%A7%E6%8A%BC%E8%AE%B0_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - As of March 31, 2025, the Group had no assets pledged[60](index=60&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=25&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B5%84%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - The Group completed the acquisition of **7.43%** of the issued shares of Auying Financial Printing Limited in **2023** for approximately **HK$9 million**, paid in cash and consideration shares[61](index=61&type=chunk) | Investee Company | Percentage of Interest Held | Cost (thousand HKD) | Fair Value (thousand HKD) | Cumulative Unrealized Loss (thousand HKD) | Fair Value Change for the Year (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Auying Financial Printing Limited | 7.43% | 9,389 | 5,010 | (4,379) | (4,030) | - Auying primarily provides financial printing services in Hong Kong, and this investment, representing approximately **8.6%** of the Group's total assets, is for long-term capital appreciation[62](index=62&type=chunk) - The Group did not undertake any other significant investments, acquisitions, or disposals during the year[63](index=63&type=chunk) [Other Plans for Significant Investments and Capital Assets](index=26&type=section&id=%E6%9C%89%E5%85%B3%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B5%84%E5%8F%8A%E8%B5%84%E6%9C%AC%E8%B5%84%E7%94%A2%E7%9A%84%E5%85%B6%E4%BB%96%E8%AE%A1%E5%88%92_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - Except as disclosed in this announcement, the Group has no other plans for significant investments and capital assets[64](index=64&type=chunk) [Fund Raising Activities and Use of Proceeds](index=26&type=section&id=%E9%9B%86%E8%B5%84%E6%B4%BB%E5%8A%A8%E5%8F%8A%E9%9B%86%E8%B5%84%E6%89%80%E5%BE%97%E6%AC%BE%E9%A1%B9%E7%94%A8%E9%80%94_%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) - The Group completed a rights issue in **2024**, raising net proceeds of approximately **HK$15.0 million**[65](index=65&type=chunk) | Use of Proceeds | Disclosed Net Proceeds Allocation (million HKD) | Actual Net Proceeds Allocation (million HKD) | Amount Utilized as of March 31, 2025 (million HKD) | Unutilized Amount as of March 31, 2025 (million HKD) | | :--- | :--- | :--- | :--- | :--- | | Automatic parking business – Office rent and related expenses | 2.0 | (0.3) | (0.3) | 1.7 | | Automatic parking business – Salaries and other administrative expenses | 2.5 | (0.2) | (0.2) | 2.3 | | Automatic parking business – Working capital | 5.5 | (3.5) | (3.5) | 2.0 | | General working capital of the Group | 5.0 | (5.0) | (5.0) | 0.0 | | **Total** | **15.0** | **(9.0)** | **(9.0)** | **6.0** | - The net proceeds from the rights issue are intended for developing new businesses (automatic parking systems), administrative expenses for establishing a China sales office, and the Group's general working capital[36](index=36&type=chunk) [Corporate Governance and Other Information](index=26&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section details the Group's corporate governance practices, directors' interests, and compliance with relevant regulations [Directors' Interests in Contracts](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E4%BA%8E%E5%90%88%E7%B4%84%E7%9A%84%E6%AC%8A%E7%9B%8A) - No significant transactions, arrangements, or contracts in which directors or their associated entities had a material interest were entered into with the Company, its holding entity, or subsidiaries during the year or at year-end[67](index=67&type=chunk) [Directors' Interests in Competing Businesses](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E4%BA%8E%E7%AB%B6%E7%88%AD%E6%A5%AD%E5%8B%99%E7%9A%84%E6%AC%8A%E7%9B%8A) - No director or their respective associates engaged in any business that constitutes or may constitute competition with the Group's business during the year[68](index=68&type=chunk) [Dividends](index=27&type=section&id=%E8%82%A1%E6%81%AF_%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB) The Board does not recommend paying a final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[69](index=69&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities during the year[70](index=70&type=chunk) [Directors' Securities Transactions](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in the GEM Listing Rules, and all Directors confirmed full compliance during the year[71](index=71&type=chunk) [Corporate Governance Practices](index=27&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A7%84) The Company complied with the Corporate Governance Code, but the Chairman and CEO roles not separated, and the Board addressed a temporary non-compliance with gender diversity requirements by appointing Ms. Li Yin Lam - The Company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated, with daily operations supervised by executive directors[72](index=72&type=chunk) - The Board believes the current arrangement facilitates prompt decision-making and efficient achievement of objectives[72](index=72&type=chunk) - The Board was temporarily composed of a single gender following Ms. Yip Sin Lam's resignation, failing to comply with GEM Listing Rule 17.104[74](index=74&type=chunk) - Following the appointment of Ms. Li Yin Lam as an executive director on January 25, 2025, the Board now complies with GEM Listing Rule 17.104 regarding board gender diversity[74](index=74&type=chunk) [Audit Committee](index=28&type=section&id=%E5%AE%A1%E6%A0%B8%E5%A7%94%E5%91%98%E4%BC%9A) The Audit Committee, comprising three independent non-executive directors chaired by Mr. Yu Lap Pun, reviewed the draft consolidated financial statements and advises the Board on auditor appointments, financial reporting, and internal controls - The Audit Committee comprises three independent non-executive directors: Mr. Yu Lap Pun (Chairman), Mr. Wong Chi Man, and Mr. Wong Ming Fai[75](index=75&type=chunk) - The Committee's primary responsibilities include recommending the appointment and removal of external auditors, reviewing financial statements, significant financial reporting matters, and overseeing internal control procedures to the Board[75](index=75&type=chunk) - The Audit Committee has reviewed the draft consolidated financial statements of the Group for the current year[75](index=75&type=chunk) [Auditor's Scope of Work on Annual Results Announcement](index=28&type=section&id=%E6%A0%B8%E6%95%B0%E5%B8%88%E5%B0%B1%E5%85%A8%E5%B9%B4%E4%B8%9A%E7%BB%A9%E5%85%AC%E5%91%8A%E4%B9%8B%E5%B7%A5%E4%BD%9C%E8%8C%83%E5%9B%B4) The Group's auditor, Zhong Zheng Tian Heng CPA Limited, confirmed the consistency of the consolidated financial statement figures in this announcement with the draft, but their work does not constitute an assurance engagement - The Group's auditor, Zhong Zheng Tian Heng CPA Limited, has agreed that the consolidated financial statement figures in this announcement are consistent with the draft[76](index=76&type=chunk) - The auditor's work does not constitute an assurance engagement, and therefore no assurance has been provided for this announcement[76](index=76&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=29&type=section&id=%E5%88%8A%E5%8F%91%E5%85%A8%E5%B9%B4%E4%B8%9A%E7%BB%A9%E5%85%AC%E5%91%8A%E5%8F%8A%E5%B9%B4%E6%8A%A5) This preliminary results announcement will be published on the HKEX and Company websites, with the annual report to be dispatched to shareholders and published in due course - This preliminary results announcement will be published on the HKEX website (www.hkexnews.hk) and the Company's website (www.goldwayedugp.com)[77](index=77&type=chunk) - The annual report for this fiscal year will be dispatched to the Company's shareholders and published on the HKEX and the Company's respective websites in due course[77](index=77&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 22,902,000, a decrease of 1.0% from HKD 23,134,000 in the same period of 2023[6] - Other income for the same period was HKD 1,391,000, down from HKD 1,435,000 year-on-year[6] - The net loss for the period was HKD 1,834,000, compared to a net loss of HKD 1,869,000 in the previous year, indicating a slight improvement[6] - Basic and diluted loss per share was HKD 2.43, compared to HKD 0.27 in the same period last year[7] - The company reported a total comprehensive loss of HKD 1,722,000 for the period, compared to HKD 2,247,000 in the previous year, reflecting a reduction in losses[7] - The group reported a loss attributable to owners of the company of HKD (3,232,000) for the six months ended September 30, 2024, compared to a loss of HKD (1,903,000) in 2023[20] - Net loss for the six months ended September 30, 2024, was approximately HKD 1.8 million, compared to a net loss of HKD 1.9 million in the previous year[41] Assets and Liabilities - Non-current assets increased to HKD 33,660,000 as of September 30, 2024, from HKD 33,506,000 as of March 31, 2024[8] - Accounts receivable rose significantly to HKD 7,499,000 from HKD 4,350,000, reflecting improved collection efforts[8] - Current liabilities increased to HKD 38,259,000 from HKD 28,690,000, indicating potential liquidity concerns[8] - Total assets less current liabilities stood at HKD 60,875,000, up from HKD 49,696,000, showing a stronger balance sheet position[8] - The net asset value increased to HKD 55,825,000 as of September 30, 2024, compared to HKD 41,815,000 as of March 31, 2024, representing a growth of approximately 33.5%[9] - The total equity attributable to the owners of the company rose to HKD 55,825,000 from HKD 41,815,000, indicating a significant increase in shareholder value[9] - The group’s accounts receivable amounted to HKD 8,306,000 as of September 30, 2024, up from HKD 5,157,000 as of March 31, 2024[24] - The asset-liability ratio was approximately 0% as of September 30, 2024, compared to 12.2% as of March 31, 2024[46] Cash Flow - The company reported a net cash outflow from operating activities of HKD (12,354,000) for the six months ended September 30, 2024, compared to a net inflow of HKD 6,460,000 for the same period in 2023[12] - Cash and cash equivalents decreased by HKD 719,000 during the six months ended September 30, 2024, compared to an increase of HKD 153,000 in the same period of 2023[12] - The company recorded a net cash inflow from financing activities of HKD 15,169,000 for the six months ended September 30, 2024, a substantial increase from HKD 2,794,000 in the previous year[12] - Cash and cash equivalents increased to approximately HKD 9.1 million as of September 30, 2024, up from HKD 6.9 million as of March 31, 2024[43] Operational Highlights - The company continues to focus on improving operational efficiency and exploring new market opportunities to enhance future performance[6] - The company has been engaged in providing tutoring services and franchise management primarily in Hong Kong and China, indicating a focus on regional market expansion[13] - Revenue from tutoring services was HKD 17,849,000, an increase of 8.2% compared to HKD 16,502,000 in 2023[16] - The tutoring business revenue increased by approximately 8.2% year-on-year, attributed to the growth in the number of tutoring centers from 10 to 13[34] - Franchise business revenue reached approximately HKD 0.63 million, up from HKD 0.48 million in the previous year[35] Corporate Governance - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance and transparency in financial reporting[14] - The company has complied with all corporate governance code provisions as per GEM Listing Rules, except for the absence of a Chairman and CEO, which the board believes does not hinder its operations[68] - The audit committee has reviewed the consolidated financial statements for the six months ending September 30, 2024, and confirmed they were prepared in accordance with applicable accounting standards[70] Shareholder Information - As of September 30, 2024, Yu Jing Investment Holdings Limited holds 30,720,000 shares, representing approximately 21.15% of the issued shares[55] - The group did not recommend the payment of an interim dividend for the six months ended September 30, 2024[21] - There are no significant contracts in which any director has a substantial interest as of September 30, 2024[56] - No directors or their associates are engaged in any business that competes or may compete with the group as of the report date[57] Share Option Scheme - The maximum number of shares that may be issued under the share option scheme cannot exceed 30% of the total issued shares at any time[61] - The total number of shares involved in the share options granted under the scheme cannot exceed 52,250,000 shares, which is 10% of the total issued shares at the time of listing, unless approved by shareholders[61] - If further options are granted to any eligible participants resulting in the total options exceeding 1% of the total issued shares, shareholder approval is required[62] - The exercise price for accepting the share option offer is set at HKD 1, which is non-refundable[63] - The company has not granted, exercised, canceled, or allowed any stock options to expire during the six months ending September 30, 2024[65] - There were no purchases, sales, or redemptions of the company's listed securities by the company or any of its subsidiaries during the reporting period[66]

Financial Performance - For the fiscal year ending March 31, 2024, the revenue from tutoring services decreased to approximately HKD 36.2 million, a decline of 6.0% compared to the previous fiscal year[13]. - The franchise business recorded revenue of approximately HKD 1.0 million, representing a significant increase of 78.4%, primarily due to improved pandemic conditions leading to higher enrollment[15]. - The group recorded total revenue of approximately HKD 45.8 million, an increase of about 4.9% compared to HKD 43.7 million for the year ended March 31, 2023[23]. - Revenue from management services provided to Shenzhen Jieshan Art Co., Ltd. was approximately HKD 8.6 million, representing an increase of 86.6% due to the recognition of full-year income[23]. - The group recorded a net loss attributable to owners of approximately HKD 6.0 million, compared to a loss of HKD 0.3 million in the previous year, mainly due to the absence of government subsidies related to COVID-19[28]. Assets and Liabilities - As of March 31, 2024, accounts receivable amounted to approximately HKD 4.4 million, an increase of about HKD 2.0 million compared to the previous year[29]. - Cash and cash equivalents as of March 31, 2024, were approximately HKD 6.9 million, a decrease from the previous year's balance, primarily due to cash outflows for the acquisition of financial assets[30]. - The group’s net current assets decreased from approximately HKD 20.1 million to HKD 16.2 million from March 31, 2023, to March 31, 2024[32]. - The group has no significant contingent liabilities as of March 31, 2024[31]. - The group’s debt-to-equity ratio was approximately 5.3% as of March 31, 2024, compared to 5.8% the previous year[32]. Business Strategy and Opportunities - The group plans to explore new business opportunities, including providing automated parking systems and related services in China, to diversify revenue sources[22]. - The group has no significant investments, acquisitions, or disposals planned beyond those disclosed in the annual report[41]. Shareholder Information - The company completed a placement of 151,320,000 shares at a price of HKD 0.034 per share, raising approximately HKD 5.1 million for general working capital[44]. - The company plans to implement a share consolidation, merging every five shares into one, and proposes a rights issue to raise approximately HKD 15.8 million at a subscription price of HKD 0.145 per share[45]. - The company's distributable reserves, including share premium and retained earnings, amount to approximately HKD 5,836,000 as of March 31, 2024[60]. - The board does not recommend a final dividend for the year, consistent with the previous year[51]. - The company has adopted a dividend policy to guide the distribution of profits to shareholders[52]. Corporate Governance - The company has complied with the corporate governance code as per GEM listing rules, with some minor deviations noted[92]. - The audit committee, consisting of independent non-executive directors, has reviewed the audited consolidated financial statements for the year and confirmed compliance with applicable accounting standards[100]. - The company has established service contracts with executive directors for an initial term of three years, which will continue unless terminated with a three-month written notice[76]. - The company has established a nomination policy for selecting and recommending candidates for the board[114]. - The company has purchased liability insurance for its directors and senior officers to protect against legal liabilities arising from their duties[110]. Employee and Labor Practices - The overall employee turnover rate for the year was 48.0%, compared to 7% in the previous year, indicating a significant increase in turnover[177]. - The company has recorded zero work injury cases over the past three years, resulting in no lost workdays[178]. - The company is committed to providing competitive compensation and comprehensive benefits, including mandatory contributions to the MPF scheme for eligible employees[174]. - The company has established a non-discrimination policy applicable to all employment activities, ensuring equal treatment regardless of race, gender, or other factors[172]. - The company has complied with significant labor laws and regulations affecting compensation, recruitment, and workplace safety[180]. Environmental, Social, and Governance (ESG) Initiatives - The ESG report aims to transparently disclose the company's performance in environmental, social, and governance aspects for the fiscal year ending March 31, 2024[145]. - The board is responsible for formulating ESG strategies and ensuring effective risk management and internal controls related to ESG[148]. - The group recorded Scope 2 and Scope 3 greenhouse gas emissions of 775.7 tons CO2 equivalent and 56.9 tons CO2 equivalent respectively for the year, compared to 60.25 tons and 63.8 tons in 2023[156]. - The group has implemented various waste reduction measures, resulting in negligible amounts of non-hazardous waste generated[157]. - The group has complied with all relevant laws and regulations regarding gas and greenhouse gas emissions, as well as waste management[158]. Training and Development - The company provided 4,346 hours of training focused on compliance, accounting, and business development, with an average training duration of over 45.2 hours per employee[184]. - The company aims to achieve a 100% training coverage rate for anti-corruption training over a four-year period, starting with directors, management, and frontline sales personnel[184]. - All directors participated in continuous professional development to enhance their knowledge and skills relevant to their roles[123]. Community Engagement - The company is committed to community engagement and development[196]. - The company encourages employee participation in volunteer work as part of its corporate social responsibility initiatives[195].

Financial Performance - The group recorded total revenue of approximately HKD 45.8 million, an increase of 4.9% compared to the previous fiscal year[30]. - The net loss for the year was approximately HKD 6.0 million, an increase of about 2,264.7% compared to the previous fiscal year[30]. - Revenue from tutoring services slightly decreased to approximately HKD 36.2 million, a decrease of 6.0% compared to the previous fiscal year[20]. - The group’s management service income for the year was HKD 38.56 million, a decrease from HKD 49.79 million in the previous year[16]. - Total comprehensive income for the year ending March 31, 2024, was HKD 38,430,000, compared to HKD 41,815,000 in 2023, showing a decrease of approximately 8.5%[54]. - The company reported a total loss of HKD 7,112,000 for the year ending March 31, 2024, compared to a loss of HKD 7,191,000 for the previous year, indicating a slight improvement[54]. - The company reported a loss attributable to owners of HKD 6,400,000 for the year 2024, compared to a loss of HKD 250,000 in 2023[71]. - The group reported a loss of approximately HKD 6.0 million for the year ending March 31, 2024, compared to a loss of approximately HKD 0.3 million for the previous year[113]. - Total revenue for the year 2024 was HKD 45,793,000, up from HKD 43,662,000 in 2023[86]. Government Support - The group received government subsidies of approximately HKD 1,431,000 under the "Employment Support Scheme" to retain employees[4]. - The company received government subsidies totaling HKD 720,000 during the June to August 2022 period, aimed at providing financial support[66]. Employee Expenses - The group’s employee benefit expenses increased to HKD 35.83 million from HKD 30.92 million in the previous year[31]. - Employee benefits expenses, including salaries and allowances, rose to HKD 33,710,000 in 2024 from HKD 30,010,000 in 2023, an increase of about 8.9%[68]. - The group’s employee benefits expenses increased by 15.9% to approximately HKD 35.8 million, driven by an increase in the number of employees[111]. Business Development - The group plans to engage in new business involving automatic parking systems and related services in China[10]. - The group is actively seeking new business opportunities to diversify its revenue sources due to the challenging outlook for the tutoring market in Hong Kong[108]. Share and Capital Management - The net proceeds from a share placement amounted to approximately HKD 4,299,000, which will be used for general working capital[8]. - The group intends to implement a share consolidation and rights issue to raise approximately HKD 15.8 million[26]. - The company issued 151,320,000 shares at a price of HKD 0.034 per share, raising approximately HKD 5,119,000 for general working capital[78]. - The net proceeds from the placement of 151,320,000 shares amounted to approximately HKD 5.1 million, intended for general working capital[162]. Assets and Liabilities - Non-current assets increased to HKD 33,506 thousand from HKD 22,952 thousand year-on-year, with significant increases in property, plant, and equipment[52]. - Accounts receivable rose to HKD 4,350 thousand from HKD 2,312 thousand, indicating improved collection efforts[52]. - Total assets less current liabilities increased to HKD 49,696 thousand from HKD 43,073 thousand[52]. - The company's equity increased to HKD 41,815 thousand from HKD 35,621 thousand, reflecting a stronger financial position[53]. - The company reported a significant increase in cash and cash equivalents, totaling HKD 6,855 thousand compared to HKD 8,973 thousand in the previous year[52]. - The group’s net current assets decreased from approximately HKD 20.1 million as of March 31, 2023, to HKD 16.2 million as of March 31, 2024[141]. - The group had overdue receivables of HKD 4,350,000 as of the reporting date, compared to HKD 2,312,000 in the previous year[75]. - The group’s accounts receivable is highly concentrated, with 84% attributable to one customer in the management services segment, up from 72% in the previous year[126]. - The group’s overdue receivables exceeding 90 days rose to HKD 1,694,000 from HKD 69,000 in the previous year[75]. Compliance and Governance - The company has adopted a standard code for securities trading by directors, ensuring compliance with GEM Listing Rules sections 5.48 to 5.67[166]. - The company has adhered to all provisions of the corporate governance code as per GEM Listing Rules Appendix 15, with the exception of not having a chairman and CEO[167]. - The resignation of Mr. Tao Huawai as an executive director and chairman of the nomination and corporate governance committee occurred on August 4, 2023, leading to non-compliance with the requirement for a minimum of three members in the committee[168]. - The group had no significant violations of applicable laws and regulations during the year[134]. - The group did not engage in any other significant investments, acquisitions, or disposals during the year[160]. Other Income and Expenses - The company recognized other income of HKD 2,613,000 in 2024, significantly up from HKD 797,000 in 2023, marking an increase of approximately 227.5%[65]. - The company reported a significant increase in interest income to HKD 66,000 in 2024 from HKD 18,000 in 2023, reflecting improved financial management[65]. - The deferred tax expense for the year was HKD 18,000, a significant decrease from HKD 85,000 in the previous year[92]. - The company’s deferred tax liabilities decreased to HKD 123,000 from HKD 65,000 year-on-year[92]. - The expected credit loss provision for accounts receivable was HKD 815,000 in 2024, compared to no provision in 2023, indicating a shift in credit risk assessment[68]. Dividend Policy - The group has not declared any final dividends for the year ending March 31, 2024, consistent with the previous year[97]. - The group does not recommend the payment of a final dividend for the year ending March 31, 2024[164].

Financial Performance - For the six months ended September 30, 2023, the group's revenue was approximately HKD 23.1 million, an increase of 27.7% compared to the same period last year[5]. - The loss for the six months ended September 30, 2023, was approximately HKD 1.9 million, a decrease of 49.3% compared to the same period last year[5]. - Total comprehensive income for the six months ended September 30, 2023, was a loss of HKD 2.25 million, compared to a loss of HKD 3.69 million in the same period last year[9]. - The group reported a basic and diluted loss per share of HKD 0.27 for the six months ended September 30, 2023, compared to a loss of HKD 0.71 in the same period last year[9]. - The company reported a net loss of HKD 2,281,000 for the six months ended September 30, 2023, compared to a net loss of HKD 2,247,000 in the same period of 2022[17]. - The company reported a total comprehensive loss of HKD 2,247,000 for the six months ended September 30, 2023, compared to a total comprehensive loss of HKD 264,000 in the same period of 2022[14]. Revenue Breakdown - Total revenue for the six months ended September 30, 2023, was HKD 23,134,000, up from HKD 18,121,000 in 2022, indicating a growth of approximately 27.8%[24]. - The revenue from tutoring services for the six months ended September 30, 2023, was HKD 16,502,000, down from HKD 17,867,000 in 2022, reflecting a decrease of about 7.6%[24]. - The company's revenue for primary tutoring services was HKD 1,954,000 for the six months ended September 30, 2023, compared to HKD 1,637,000 in the same period of 2022, representing an increase of 19.4%[27]. - Secondary tutoring services revenue decreased to HKD 5,910,000 in the first half of 2023 from HKD 6,167,000 in 2022, a decline of 4.2%[27]. - The franchise business generated revenue of approximately HKD 0.48 million, up from HKD 0.25 million in the previous year[47]. - Management services recorded approximately HKD 6.2 million in revenue, compared to none in the previous year[48]. Cash Flow and Assets - For the six months ended September 30, 2023, the net cash generated from operating activities was HKD 6,460,000, compared to HKD 568,000 for the same period in 2022, representing a significant increase[16]. - Cash and cash equivalents increased to HKD 9,126,000 as of September 30, 2023, from HKD 5,451,000 at the end of the previous period[16]. - The group's cash and cash equivalents amounted to HKD 9.13 million as of September 30, 2023, compared to HKD 8.97 million as of March 31, 2023[11]. - The group's non-current assets increased to HKD 31.17 million as of September 30, 2023, from HKD 22.95 million as of March 31, 2023[11]. - The group’s total assets less current liabilities amounted to HKD 52.95 million as of September 30, 2023, compared to HKD 43.07 million as of March 31, 2023[11]. Equity and Liabilities - The total equity attributable to the owners of the company increased to HKD 42.17 million as of September 30, 2023, from HKD 32.33 million as of March 31, 2023[12]. - The total equity attributable to the owners of the company as of September 30, 2023, was HKD 33,094,000, compared to HKD 22,951,000 as of April 1, 2022, showing an increase of approximately 44.4%[14]. - The total liabilities, including accrued expenses and other payables, amounted to HKD 5,031,000 as of September 30, 2023, compared to HKD 5,658,000 as of March 31, 2023[39]. Employee and Operational Expenses - The group’s employee benefit expenses for the six months ended September 30, 2023, were HKD 18.93 million, an increase from HKD 13.08 million in the same period last year[7]. - Employee benefits expenses increased by 44.8% to approximately HKD 18.9 million, primarily due to increased headcount and talent retention efforts[53]. - Depreciation expenses rose by 80.6% to approximately HKD 3.5 million, mainly due to the recognition of right-of-use assets[52]. Shareholder Information - The total number of issued shares as of September 30, 2023, is 907,949,630 shares[69]. - The average number of shares used for calculating basic earnings per share increased to 776,154,791 for the three months ended September 30, 2023, from 522,500,000 in the same period of 2022[30]. - The company issued 151,320,000 shares at a price of HKD 0.034 per share, raising approximately HKD 26,000,000 after expenses[42]. - The company raised approximately HKD 5.12 million from a placement of 151,325,926 shares at HKD 0.034 per share, completed on September 19, 2023[57]. Corporate Governance - The company has complied with all corporate governance code provisions during the reporting period, except for a temporary non-compliance regarding the composition of the nomination and corporate governance committee[81]. - Ms. Ye was appointed as an executive director and chairperson of the nomination and corporate governance committee on August 7, 2023[81]. - Mr. Tao Hwa-Wei resigned as an executive director on August 4, 2023[84]. - Ms. Ye Shan-Lan was appointed as an executive director on August 7, 2023[84]. - Mr. Zhang Dong-Jin was appointed as an executive director on September 6, 2023[84]. - The audit committee reviewed the consolidated financial statements for the six months ended September 30, 2023, and confirmed compliance with applicable accounting standards[85]. - The audit committee is composed of independent non-executive directors, with Mr. Yu Li-Bin serving as the chairman[85].