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 確性或完備性亦不發表任何聲明，並明確表示概不會對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。 繆先生，現年 57 歲，目前擔任一家設於香港的家族辦公室的高級顧問。彼在製造業、銷售 與市場推廣、財務管理、會計、企業融資、業務拓展以及併購領域擁有逾 28 年的豐富經驗。 繆先生曾出任多個高級職位，包括首席財務官、執行董事及業務拓展主管，亦曾在多間於香 港聯合交易所主板（「聯交所」）上市的公司擔任會計及製造管理等重要職務。 由 2022年 1月至 2025年 1月，繆先生擔任 Sincere Watch (Hong Kong) Limited的首席財務官， 該公司於聯交所上市（股份代號：0444）。 繆先生持有紐卡素大學（澳洲）的商業碩士學位，並為國際金融策略師協會會員。 繆先生已與本公司訂立委任函件，初步為期一年，並可由任何一方向另一方發出不少於三個 月通知予以終止，並須根據聯交所 GEM 證券上市規則（「GEM 上市規則」） 及本公司組織 章程細則於股東大會上輪席退任及膺選連任。彼之董事酬金乃由 ...

董事名單及其角色及職能 SDM 教育集團控股有限公司董事會（「董事會」）成員載列如下： 執行董事 趙家樂先生 （主席） 秦志昂先生 繆泰來先生 鄭煒琪女士 非執行董事 楊少寬女士 孫邦桂先生 石成初先生 高炳旋博士 林智深先生 共設有 3 個董事委員會。各董事會成員在該等委員會擔任的職位載列如下： 審核委員會 林智深先生 （主席） 石成初先生 高炳旋博士 薪酬委員會 林智深先生 （主席） 趙家樂先生 高炳旋博士 提名委員會 林智深先生 （主席） 秦志昂先生 高炳旋博士 承董事會命 SDM 教育集團控股有限公司 主席 趙家樂 香港，二零二五年九月十七日 獨立非執行董事 ...

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: SDM教育集團控股有限公司 呈交日期: 2025年9月5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) | 08363 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 8,000,000,000 | HKD | | 0.1 HKD | | 800,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 8,000,000,000 | HKD | | 0.1 HKD | | 800,000,000 | 本月底法定/註冊股本總額： HKD 800,000 ...

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: SDM教育集團控股有限公司 | 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) | 08363 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 8,000,000,000 | HKD | | 0.1 | HKD | | 800,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 8,000,000,000 | HKD | | 0.1 | HKD | | 800,000,000 | 本月底法定/註冊股本總額： HKD 800,000,000 FF301 ...

Core Viewpoint - SDM Education has appointed a new auditor, Zhitong Xinqin, effective from August 1, 2025, to fill the vacancy left by the resignation of Zhonghui Anda [1] Group 1 - The appointment of Zhitong Xinqin is based on recommendations from the audit committee [1] - The new auditor will serve until the conclusion of the company's next annual general meeting [1]

Core Viewpoint - SDM Education (08363) announced the resignation of Zhonghui Anda Certified Public Accountants as its auditor, effective immediately, and appointed Zhihua Xinqin Certified Public Accountants as the new auditor starting August 1, 2025 [1] Group 1 - The company received a resignation letter from Zhonghui Anda Certified Public Accountants on July 30, 2025 [1] - The audit committee recommended and resolved to appoint Zhihua Xinqin Certified Public Accountants to fill the temporary vacancy left by Zhonghui Anda's resignation [1] - The new auditor will serve until the conclusion of the company's upcoming annual general meeting [1]

Core Viewpoint - SDM Education (08363) announced the resignation of Zhonghui Anda Certified Public Accountants as its auditor, effective immediately, and appointed Zhihua Xinqin Certified Public Accountants as the new auditor starting August 1, 2025 [1] Group 1 - The resignation of Zhonghui Anda Certified Public Accountants was communicated to the company on July 30, 2025 [1] - The audit committee recommended the appointment of Zhihua Xinqin Certified Public Accountants to fill the vacancy left by the resignation [1] - The new auditor will serve until the conclusion of the company's upcoming annual general meeting [1]

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 確性或完備性亦不發表任何聲明，並明確表示概不會對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。 更換核數師 本公告乃由 SDM 教育集團控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」）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(4)條作出。 核數師辭任 本公司董事會（「董事會」）（「董事」）謹此宣佈，本公司於二零二五年七月三十日收到中匯 安達會計師事務所有限公司（「中匯安達」）辭任為本公司之核數師的函件（「辭任函件」）， 即時生效（「辭任」）。 在辭任信中，指出應提請董事會及本公司審核委員會（「審核委員會」）注意的事項，摘要如 下： 除上文披露外，董事會並不知悉任何與辭任有關的事項需要提請本公司股東（「股東」）或債 權人注意。 1 1) 對於將本公司若干新加坡附屬公司（現正處於接管程序中）納入本公司截至二零二四 年六月三十日止十八個月（「2023/24 財政年度」）的綜合財務報表之合併處理的適當 性表示關注； 2) 由於未能履 ...

Financial Performance - The group's revenue for the twelve months ended December 31, 2023, was approximately HKD 178.3 million, compared to HKD 164.8 million for the same period last year, representing an increase of about 8.9%[4] - The loss attributable to shareholders for the same period was approximately HKD 12.7 million, a significant improvement from a loss of HKD 37.2 million in the previous year, indicating a reduction of approximately 65.8%[4] - The basic loss per share for the twelve months was approximately HKD 1.98, compared to HKD 8.13 for the same period last year, reflecting a decrease of about 75.6%[4] - Total comprehensive loss for the period was HKD 10.16 million, compared to a loss of HKD 19.68 million in the previous year, showing an improvement of approximately 48.7%[6] - The company reported a net loss of HKD 9.46 million for the twelve months, down from HKD 36.8 million in the previous year, reflecting a reduction of approximately 74.3%[6] - The total loss before tax for the group was HKD 7,667,000, compared to a profit in the previous year, indicating a significant decline in profitability[24] - The company reported a total comprehensive loss of HKD 16,669,000 for the period, compared to a loss of HKD 18,758,000 in the previous year, indicating an improvement of about 11.6%[10] Revenue Breakdown - For the twelve months ended December 31, 2023, the total revenue of SDM Education Group was HKD 178,329,000, an increase of 8.14% compared to HKD 164,832,000 for the same period in 2022[22] - The revenue from the Dance Academy business was HKD 65,426,000, up from HKD 55,121,000, reflecting an increase of 18.67%[22] - The revenue from the Early Childhood Education business was HKD 101,398,000, slightly increasing from HKD 100,636,000, representing a growth of 0.76%[22] Expenses and Costs - The group reported a decrease in advertising and promotional expenses to HKD 8.26 million from HKD 5.07 million, an increase of approximately 62.5% year-on-year[5] - Employee and teaching consultancy service costs were HKD 114.33 million, slightly up from HKD 112.46 million, indicating a year-on-year increase of about 1.7%[5] - The group incurred total corporate expenses of HKD 33,342,000 during the reporting period[24] - The income tax expense for the twelve months ended December 31, 2023, was HKD 1,791,000, significantly higher than HKD 387,000 in 2022, reflecting a substantial increase in tax obligations[35] Asset and Liability Management - Non-current assets decreased from HKD 264,055,000 in 2022 to HKD 251,035,000 in 2023, a decline of approximately 4.9%[7] - Current assets increased from HKD 100,144,000 in 2022 to HKD 119,803,000 in 2023, an increase of about 19.7%[7] - Total liabilities decreased from HKD 513,904,000 in 2022 to HKD 516,880,000 in 2023, reflecting a slight increase of approximately 0.6%[8] - Cash and cash equivalents decreased from HKD 25,699,000 in 2022 to HKD 22,118,000 in 2023, a decrease of about 13.5%[12] - The company's equity attributable to owners decreased from HKD 245,022,000 in 2022 to HKD 235,530,000 in 2023, a decline of approximately 3.0%[8] - The total liabilities to equity ratio indicates a negative equity position of HKD 224,602,000 in 2023 compared to HKD 237,324,000 in 2022[8] Share Capital and Financing - The company issued 22,880,000 new shares, increasing the share capital to HKD 68,640,000[10] - The company issued convertible notes amounting to USD 25,000,000 (approximately HKD 195,400,000) with an annual interest rate of 8%[54] - The company’s total borrowings increased from HKD 46,412,000 to HKD 57,132,000, reflecting a growth of about 23.06%[52] - The company repaid USD 3,500,000 (approximately HKD 27,300,000) of the convertible notes, with an additional repayment of USD 160,000 (approximately HKD 1,250,000) as of December 31, 2023[55] Operational Highlights - Enrollment in Singapore's preschool institutions reached approximately 910 students, with a total capacity of 1,350 students, resulting in a utilization rate of 67%, up from 60% the previous year[67] - The group continues to expand its operations in Singapore and Australia, enhancing its brand recognition and reputation in the education market[65] - The company is actively seeking investment opportunities to expand its business in the dance academy sector, particularly in the Asian market[90] Corporate Governance - The company has complied with all corporate governance codes as per GEM listing rules, with no deviations reported during the twelve months ending December 31, 2023[112] - The audit committee, composed of independent non-executive directors, reviewed the unaudited consolidated results for the twelve months ending December 31, 2023, and found no objections to the accounting policies adopted[116] - There were no conflicts of interest reported among directors or major shareholders during the reporting period[109] Future Outlook - The group plans to change its financial year-end from December 31 to June 30, which may impact future reporting periods[5] - The company plans to allocate approximately HKD 2,500,000 for expanding its dance academy business and HKD 5,000,000 for general corporate and operational expenses[84]

Financial Performance - The group's revenue for the twelve months ended December 31, 2023, was approximately HKD 178.3 million, an increase of 8.9% compared to HKD 164.8 million in the previous year[6]. - The basic loss per share for the reporting period was approximately HKD 1.98, a significant improvement from a basic loss per share of HKD 8.13 in the previous year[5]. - The net loss attributable to shareholders for the twelve months was approximately HKD 12.7 million, compared to a loss of HKD 37.2 million in the previous year, reflecting a reduction of 65.8%[6]. - The group's total comprehensive loss for the period was approximately HKD 10.2 million, compared to HKD 19.7 million in the previous year, indicating a decrease of 48.2%[8]. - The company reported a net loss of HKD 12,688,000 for the period, compared to a loss of HKD 37,190,000 in the previous year, showing an improvement in financial performance[13]. - The loss attributable to the company's owners was approximately HKD 12,700,000, a significant reduction from a loss of approximately HKD 37,200,000 in the same period last year, representing a decrease of about 66%[72]. Revenue Breakdown - Revenue from the dance academy business was HKD 65,426,000, up 18.6% from HKD 55,121,000 in the previous year[25]. - Revenue from the early childhood education business was HKD 101,398,000, slightly increasing from HKD 100,636,000 in 2022[25]. - Total revenue increased from approximately HKD 164,800,000 in the same period last year to approximately HKD 178,300,000, representing an increase of about HKD 13,500,000[71]. - Revenue from the dance academy business in Hong Kong increased by approximately HKD 10,300,000 during the reporting period[71]. Assets and Liabilities - Non-current assets decreased to approximately HKD 251.0 million from HKD 264.1 million in the previous year, a decline of 4.9%[10]. - Current assets increased to approximately HKD 119.8 million from HKD 100.1 million in the previous year, reflecting a growth of 19.7%[10]. - The total liabilities decreased from HKD 516,880,000 in 2022 to HKD 516,880,000 in 2023, reflecting a slight increase in current liabilities[12]. - The company's equity attributable to owners decreased from HKD (245,022,000) in 2022 to HKD (235,530,000) in 2023, indicating a reduction in accumulated losses[13]. - The total assets less current liabilities improved slightly from HKD (149,705,000) in 2022 to HKD (146,042,000) in 2023[12]. Cash Flow and Financing - The company's net cash generated from operating activities for the twelve months ended December 31, 2023, was HKD 29,667,000, a decrease of 30.5% compared to HKD 42,618,000 in 2022[15]. - The cash and cash equivalents at the end of December 31, 2023, were HKD 22,118,000, down from HKD 25,699,000 in 2022, representing a decrease of 13.5%[15]. - The company’s financing activities used net cash of HKD (31,349,000) in 2023, compared to HKD (37,176,000) in 2022, indicating a reduction in cash outflow[15]. - The group had bank and other borrowings of HKD 52,300,000 and HKD 4,800,000 as of December 31, 2023, compared to HKD 41,600,000 and HKD 4,800,000 a year earlier[77]. Share Capital and Equity - The company issued 228,800,000 shares, increasing the issued share capital to HKD 68,640,000 as of March 13, 2023[13]. - The company’s total issued share capital as of December 31, 2023, is HKD 68,640,000, divided into 686,400,000 shares with a par value of HKD 0.1 each[102]. - Wealthy Together holds 298,125,000 shares, representing 43.43% of the company's issued share capital[107]. - The company has a total of 27,325,892 unexercised share options under the share option plan as of December 31, 2023[112]. Operational Highlights - The company operates 23 wholly-owned dance centers in Hong Kong and 13 preschool institutions in Singapore as of December 31, 2023[67]. - Enrollment in Singapore's preschool institutions reached approximately 910 students, with a utilization rate of 67% as of December 31, 2023, up from 60% the previous year[69]. - The company has developed new courses and improved existing ones to attract students amid competitive market conditions in Hong Kong[68]. - The company has accelerated its expansion in the education markets of Singapore and Australia in recent years[67]. Governance and Compliance - The company has adhered to all provisions of the corporate governance code as outlined in the GEM Listing Rules Appendix 15 for the twelve months ending December 31, 2023[117]. - There were no instances of non-compliance with the trading standards for directors during the reporting period[118]. - The audit committee reviewed the unaudited consolidated results for the twelve months ending December 31, 2023, and had no objections to the accounting treatment adopted by the company[121].