Financial Performance - For the nine months ended September 30, 2023, the group's revenue was approximately HKD 132,200,000, an increase of 18.5% compared to HKD 111,500,000 for the same period in 2022[2] - The loss attributable to shareholders for the nine months ended September 30, 2023, was approximately HKD 4,700,000, a significant improvement from a loss of approximately HKD 10,100,000 in the same period last year[2] - The basic loss per share for the nine months ended September 30, 2023, was approximately HKD 0.75, compared to HKD 2.20 for the same period in 2022, reflecting a reduction of 65.9%[2] - For the three months ended September 30, 2023, the group's revenue was HKD 43,217,000, slightly up from HKD 42,333,000 in the same period of 2022[3] - The total comprehensive loss for the nine months ended September 30, 2023, was HKD 4,824,000, compared to a loss of HKD 2,295,000 in the same period of 2022[5] - The group reported a loss before tax of HKD 1,974,000 for the nine months ended September 30, 2023, compared to a loss of HKD 10,461,000 in the same period of 2022[3] Revenue Breakdown - The revenue from the Early Childhood Education business for the nine months ended September 30, 2023, was HKD 74,529,000, a slight increase from HKD 73,448,000 in the same period of 2022, representing a growth of 1.5%[14] - For the three months ended September 30, 2023, the revenue from the Dance Academy business was HKD 17,053,000, an increase of 20.5% compared to HKD 14,117,000 in the same period of 2022[14] - The group’s revenue from Hong Kong for the nine months ended September 30, 2023, was HKD 67,084,000, an increase of 46.3% from HKD 45,899,000 in the same period of 2022[22] - The group’s revenue from Singapore for the nine months ended September 30, 2023, was HKD 65,178,000, a slight decrease of 0.7% from HKD 65,648,000 in the same period of 2022[22] Costs and Expenses - Other income for the nine months ended September 30, 2023, was HKD 38,224,000, down from HKD 44,551,000 in the same period of 2022, representing a decrease of 14.2%[3] - The group incurred financing costs of HKD 3,845,000 for the nine months ended September 30, 2023, down from HKD 5,976,000 in the same period of 2022, indicating a reduction of 35.7%[3] - Interest expenses for borrowings for the nine months ended September 30, 2023, were HKD 1,234,000, down 43.3% from HKD 2,173,000 in the same period of 2022[24] - Employee and teaching consultancy service costs increased by approximately 6% to about HKD 87,000,000 during the reporting period[39] - Other operating expenses rose by approximately 23% to about HKD 29,400,000 compared to HKD 23,800,000 in the same period last year[39] Government Grants and Support - The group received government grants totaling HKD 4,730,000 for the nine months ended September 30, 2023, compared to HKD 3,186,000 in the same period of 2022, indicating a significant increase of 48.5%[18] Corporate Governance and Compliance - The company has not declared or recommended any dividends for the nine months ended September 30, 2023[31] - The company has adhered to the corporate governance code as per GEM listing rules, with no deviations reported as of September 30, 2023[74] - The audit committee, composed of independent non-executive directors, reviewed the group's accounting principles and practices without any objections regarding the unaudited consolidated results for the nine months ended September 30, 2023[78] Share Capital and Ownership - As of September 30, 2023, the company's issued share capital increased to HKD 68,640,000, comprising 686,400,000 shares following a rights issue[45] - Wealthy Together holds 298,125,000 shares, representing 43.43% of the company's issued share capital[60] - Xu Peixiang holds 39,980,000 shares, accounting for 5.82% of the company's issued share capital[60] - The company’s total authorized share capital is HKD 800,000,000, divided into 8,000,000,000 shares with a par value of HKD 0.1 each[45] Investment and Expansion Plans - The company aims to expand its presence in the education markets of Singapore and Australia[35] - The company is actively seeking investment opportunities to expand its dance school business in Hong Kong and overseas markets, particularly in Asia[51] - The board believes that the acquisition opportunities align with the company's business development and expansion plans, providing a strong platform for growth[51] Stock Options and Employee Incentives - The company has a stock option plan that allows for the issuance of up to 10% of the total issued shares, which is capped at 20,000,000 shares[63] - The stock option plan was adopted on September 26, 2014, and has undergone updates approved by shareholders in May 2019 and December 2019, allowing for a total of 35,410,000 shares to be issued under the plan[65][66] - The company is committed to recognizing and rewarding contributions from directors and employees through its stock option plan[63] - As of September 30, 2023, the company has 27,325,892 unexercised share options under the share option plan, with a total of 41,110,000 shares available for issuance, representing 5.99% of the 686,400,000 shares issued as of the report date[69][70] Legal and Regulatory Matters - The company has not yet applied new accounting standards that have been issued but are not yet effective, and is currently assessing their potential impact on operational performance and financial position[10] - The company’s legal advisors have confirmed that there have been no default events related to the convertible bonds, despite attempts by bondholders to appoint receivers[43][47] - As of September 30, 2023, the company has no significant contingent liabilities[54] - During the reporting period, no directors or controlling shareholders had any business interests that could compete with the company's operations[71] Other Notable Information - The company operates 23 wholly-owned dance centers in Hong Kong and 13 preschool institutions in Singapore as of September 30, 2023[35] - No significant acquisitions or major investments were reported during the period[48][49] - 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[76]

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，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二三年九月三十日止九個月的 第三季度業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所主板 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並 應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市 場。 本公告的資料乃遵照《香港聯合交易所有限公司GEM證券上市規則》（「GEM上市規則」） 而刊載，旨在提供有關SDM教育集團控股有限公司（「本公司」）的資料；本公司的董事 （「董事」）願就本公告 ...

Financial Performance - The group's revenue for the six months ended June 30, 2023, was approximately HKD 89,000,000, compared to HKD 69,200,000 for the same period in 2022, representing a growth of about 28.6%[3] - The loss attributable to shareholders for the six months ended June 30, 2023, was approximately HKD 2,300,000, a significant improvement from a loss of HKD 15,500,000 in the same period last year, indicating a reduction of approximately 85.2%[3] - The basic loss per share for the six months ended June 30, 2023, was approximately HKD 0.38, compared to HKD 3.40 for the same period in 2022, reflecting a decrease of about 88.8%[3] - Total comprehensive loss for the six months ended June 30, 2023, was HKD 2,309,000, compared to a loss of HKD 7,728,000 in the same period last year, showing an improvement of approximately 70.1%[6] - The company reported a loss of HKD 2,268,000 for the six months ended June 30, 2023, compared to a loss of HKD 15,541,000 for the same period in 2022, indicating a significant improvement in performance[10] - The company’s total comprehensive loss for the period was HKD (3,667,000) for the six months ended June 30, 2023, compared to HKD (7,804,000) for the same period in 2022, indicating a reduction of approximately 53%[10] - The loss attributable to the owners of the company for the reporting period was approximately HKD 910,000, a decrease from a loss of approximately HKD 14,100,000 in the same period last year[69] Assets and Liabilities - Non-current assets as of June 30, 2023, amounted to HKD 259,463,000, a decrease from HKD 264,055,000 as of December 31, 2022[7] - Current assets increased to HKD 116,691,000 as of June 30, 2023, compared to HKD 100,144,000 as of December 31, 2022, representing a growth of approximately 16.5%[7] - The total liabilities as of June 30, 2023, were HKD 511,095,000, slightly down from HKD 513,904,000 as of December 31, 2022[7] - The total liabilities decreased from HKD 87,619,000 as of December 31, 2022, to HKD 81,812,000 as of June 30, 2023, showing a reduction of approximately 6.5%[8] - The company’s non-current liabilities decreased from HKD 71,224,000 as of December 31, 2022, to HKD 65,926,000 as of June 30, 2023, reflecting a decline of about 7.5%[8] - The total equity attributable to the owners of the company decreased to HKD (225,809,000) as of June 30, 2023, from HKD (245,022,000) as of December 31, 2022, indicating a reduction of approximately 7.5%[10] Cash Flow and Financing - The group reported a decrease in financing costs to HKD 2,496,000 for the six months ended June 30, 2023, compared to HKD 4,582,000 for the same period in 2022, reflecting a reduction of approximately 45.5%[4] - The net cash generated from operating activities for the six months ended June 30, 2023, was HKD 28,208,000, compared to HKD 17,638,000 for the same period in 2022, representing a 60% increase[12] - The net cash used in financing activities was HKD (15,968,000) for the six months ended June 30, 2023, compared to HKD (12,324,000) for the same period in 2022, representing an increase of 29.5%[12] - The company made a partial repayment of USD 2,000,000 (approximately HKD 15,600,000) to the noteholders on April 5, 2023, as part of the discussions regarding the repayment of convertible bonds[72] Revenue Breakdown - The total revenue for the six months ended June 30, 2023, was HKD 89,045,000, representing a 28.7% increase from HKD 69,214,000 in the same period of 2022[22] - The dance academy business generated revenue of HKD 32,560,000, up from HKD 17,000,000, indicating a significant growth[22] - The early childhood education business reported revenue of HKD 51,160,000, compared to HKD 48,096,000, reflecting a growth of 2.2%[22] - The total loss from the dance academy business was HKD 3,625,000, while the early childhood education business achieved a profit of HKD 13,903,000[25] Share Capital and Options - The company issued 228,800,000 new shares, increasing the issued share capital to HKD 68,640,000 as of June 30, 2023[10] - The total issued share capital of the company as of June 30, 2023, was HKD 68.64 million, divided into 686.4 million shares with a par value of HKD 0.1 each[96] - Directors and senior management hold a total of 418,125,000 shares, representing 60.92% of the issued share capital[93] - The company has 27,325,892 unexercised share options available for subscription as of June 30, 2023[106] - The total number of shares available for issuance under the share option plan is 41,110,000, accounting for 5.99% of the company's issued shares[107] - The share option plan was adopted on September 26, 2014, and allows for a maximum of 10% of the issued shares to be granted as options[100] Corporate Governance and Compliance - The company has received annual written confirmation from its controlling shareholders regarding compliance with the non-competition agreement as of December 31, 2022[110] - The company has adhered to all provisions of the corporate governance code as outlined in the GEM Listing Rules Appendix 15 for the six months ending June 30, 2023[111] - The audit committee, composed of independent non-executive directors, reviewed the unaudited consolidated results for the six months ending June 30, 2023, and found no objections to the accounting treatment adopted by the company[115] Future Plans and Opportunities - The board is actively seeking investment opportunities to expand its dance school business, particularly in the Asian market, and has been involved in acquiring preschool institutions in Singapore since 2018 and educational businesses in Australia since 2019[89] - The company aims to continue expanding its business in Hong Kong, mainland China, and overseas markets[90]

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分內容 而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二三年六月三十日止六個月的 中期業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所主板 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並 應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市 場。 本公告的資料乃遵照《香港聯合交易所有限公司GEM證券上市規則》（「GEM上市規則」） 而刊載，旨在提供有關SDM教育集團控股有限公司（「本公司」）的資料；本公司的董事 （「董事」）願就本公告的 ...

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 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 有關截至二零二二年十二月三十一日止年度 之年度業績公告及年報之補充公告 茲提述(i)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」） 日期為二零二三年四月二十八日的公告，內容有關（其中包括）本集團截至二零二二 年十二月三十一日止年度之經審核年度業績（「二零二二年度業績公告」）；(ii)本公 司於二零二三年五月一日刊登的截至二零二二年十二月三十一日止年度之年報（「二 零二二年報」）（統稱「二零二二年度業績」）；及(iii)本公司日期為二零二三年五月十 五日有關本集團截至二零二三年三月三十一日止三個月之第一季度業績（「二零二三 年第一季度業績」）的公告。除文義另有所指，本公告所用詞彙與二零二二年度業績 所界定者具相同涵義。 核數 ...

Financial Performance - For the three months ended March 31, 2023, the group's revenue was approximately HKD 44.9 million, compared to HKD 20.5 million for the same period in 2022, representing a growth of 118.5%[2] - The loss attributable to shareholders for the three months ended March 31, 2023, was approximately HKD 1 million, a significant improvement from a loss of HKD 13.1 million in the same period last year[2] - The basic loss per share for the three months ended March 31, 2023, was approximately HKD 0.16, compared to a loss of HKD 2.87 per share in the previous year, indicating a reduction of 94.4%[4] - The group's other income for the three months ended March 31, 2023, was HKD 13.4 million, up from HKD 9.5 million in the same period last year, reflecting a growth of 40.5%[3] - The group's financing costs decreased to HKD 1.4 million for the three months ended March 31, 2023, from HKD 3.1 million in the same period last year, a reduction of 55.5%[3] - The group reported a pre-tax loss of HKD 0.5 million for the three months ended March 31, 2023, compared to a pre-tax loss of HKD 13.5 million in the same period last year, showing a significant improvement[3] - The total comprehensive loss for the three months ended March 31, 2023, was HKD 3.6 million, down from HKD 14.2 million in the same period last year, indicating a reduction of 74.7%[4] - The group recognized a foreign exchange loss of HKD 3.3 million from overseas operations for the three months ended March 31, 2023, compared to a loss of HKD 0.9 million in the same period last year[4] Revenue Breakdown - Revenue from the Dance Academy business reached HKD 16,345,000, up 526.5% from HKD 2,606,000 year-on-year[14] - Revenue from the Early Childhood Education business was HKD 26,009,000, representing a 68.1% increase from HKD 15,452,000 in the previous year[14] - Revenue from Hong Kong was HKD 22,240,000, a substantial rise of 270.5% compared to HKD 6,009,000 in 2022[17] - Revenue from Singapore amounted to HKD 22,740,000, an increase of 56.8% from HKD 14,492,000 year-on-year[17] - Total revenue increased from approximately HKD 20.5 million in the corresponding period of 2022 to approximately HKD 44.9 million in the reporting period, primarily due to an increase of approximately HKD 13.7 million from the dance academy business[32] Share Capital and Dividends - The total issued share capital increased to HKD 68,640,000, with 686,400,000 shares following a rights issue[26] - The company did not declare or propose any dividends for the three months ended March 31, 2023, consistent with the previous year[24] - The company issued 228.8 million shares through a rights issue, increasing the issued share capital to HKD 68.64 million[36] - As of March 31, 2023, the total issued share capital of the company was HKD 68,640,000, divided into 686,400,000 shares with a par value of HKD 0.1 each[47] Corporate Governance - The audit committee, composed of independent non-executive directors, reviewed the group's accounting principles and practices without any objections[64] - The company has adhered to all corporate governance code provisions without any deviations during the reporting period[60] - There were no conflicts of interest reported among directors or controlling shareholders during the reporting period[58] - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with the GEM listing rules[61] - The company received written confirmation from controlling shareholders regarding their compliance with non-competition agreements[59] Business Operations and Strategy - The company operates primarily in the fields of dance education, early childhood education, speech therapy, and photography services in Hong Kong and Singapore[6] - The number of enrolled students in Singapore's preschool institutions reached approximately 1,000, with a total capacity of 1,560, resulting in a utilization rate of 63%, up from 60% in the previous year[30] - Employee and teaching consultancy service costs rose by approximately 46% to about HKD 29.2 million, compared to approximately HKD 20 million in 2022[32] - The group aims to strengthen its position in the dance school industry in Hong Kong and overseas, actively seeking investment opportunities for further expansion in the Asian dance school sector[41] - Since 2018, the group has been expanding into mainstream education markets overseas, including acquiring several preschool institutions in Singapore and entering the education sector in Australia since 2019[41] - The board believes that the acquisitions provide an excellent development platform and opportunities to expand its early childhood education business internationally, enhancing competitiveness[41] Financial Liabilities and Investments - As of March 31, 2023, the company had unexercised convertible bonds with a book value of approximately HKD 281.2 million[37] - The company made a partial repayment of USD 2 million (approximately HKD 15.6 million) to bondholders on April 5, 2023, as part of the discussions regarding the repayment of convertible bonds[35] - The company did not hold any significant investments as of March 31, 2023[40] - There were no significant acquisition activities during the reporting period[39] - As of March 31, 2023, the group had no significant contingent liabilities[43] Stock Options - The company has a share option scheme established to reward directors and employees for their contributions, with a maximum share issuance limit of 10% of the total issued shares post-listing[52] - The company proposed to seek shareholder approval to update the stock option plan, allowing for a total of 35,410,000 shares to be issued, representing 10% of the issued shares as of the approval date[53] - As of March 31, 2023, the company had 27,325,892 unexercised stock options, which could potentially convert into the same number of new shares[56] - The total number of shares available for issuance under the stock option plan is 41,110,000, accounting for 5.99% of the company's 686,400,000 issued shares as of the report date[57] Other Information - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[63] - There were no major events during the reporting period[44] - The deferred tax expense for the period was HKD 217,000, slightly up from HKD 197,000 in the previous year[21]

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，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二三年三月三十一日止三個月的 第一季度業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所主板 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並 應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市 場。 本公告的資料乃遵照《香港聯合交易所有限公司GEM證券上市規則》（「GEM上市規則」） 而刊載，旨在提供有關SDM教育集團控股有限公司（「本公司」）的資料；本公司的董事 （「董事」）願就本公 ...

Business Expansion and Operations - The group opened 23 wholly-owned dance centers in Hong Kong in 2022 to enhance its competitive advantage[7] - The group operates 14 preschool institutions in Singapore as of the end of 2022, following acquisitions since June 2018[7] - The company plans to open or acquire more dance centers in densely populated residential areas in Hong Kong to strengthen its market position[10] - A new dance center is planned to be opened in Kai Tak by the end of 2023 or the first quarter of 2024[10] - The company will continue to offer online dance classes as an alternative to in-person sessions[10] - The group is actively seeking new business opportunities to diversify its operations and enhance long-term growth potential[10] - The company aims to accelerate its expansion into overseas markets to broaden its revenue sources[10] - The group is considering potential acquisition opportunities and partnerships to maximize long-term returns for shareholders[10] - The group plans to expand its business in the dance school industry in Hong Kong and Asia, actively seeking investment opportunities since 2018[34] - The group has been involved in acquiring several preschool institutions in Singapore and educational businesses in Australia since 2019[34] Financial Performance - Total revenue decreased from approximately HKD 178.6 million in 2021 to about HKD 164.8 million in 2022, a reduction of approximately 7.7%[18] - Revenue from the dance academy business in Hong Kong dropped to around HKD 19.4 million in 2022 due to the closure of dance centers for several months because of COVID-19[18] - Other income increased to approximately HKD 55.1 million in 2022 from HKD 51.7 million in 2021, primarily due to government subsidies and rental reductions related to COVID-19[19] - The group recorded a loss attributable to shareholders of approximately HKD 37.2 million in 2022, compared to a profit of about HKD 49.4 million in 2021, largely due to the absence of fair value gains on contingent consideration[19] - The group terminated its operations in Australia in April 2021, resulting in zero revenue from that segment in 2022, down from HKD 6.2 million in 2021[20] Assets and Liabilities - The carrying amount of goodwill and intangible assets as of December 31, 2022, was HKD 84.7 million and HKD 63 million, respectively, reflecting a decrease from the previous year[22] - The average projected revenue growth rate for the cash-generating unit under Singapore's early childhood education was adjusted down to 3% for the next five years, from 7% in the previous year[22] - Goodwill and intangible assets arising from the acquisition of Singapore's childcare business amounted to HKD 115.3 million, representing 78% of the group's total[23] - As of December 31, 2022, the group's total cash and bank balances were approximately HKD 25.7 million, down from HKD 29.5 million in 2021[25] - The group had bank and other borrowings amounting to approximately HKD 46.4 million, with HKD 41.6 million classified as current liabilities[25] Corporate Governance - The board consists of seven members, including three executive directors and three independent non-executive directors, ensuring a diverse governance structure[47] - The company has adopted a board diversity policy, considering various measurable aspects such as gender, age, and professional experience to enhance board performance[54] - The attendance rate for board meetings in 2022 was 100% for all directors, indicating strong engagement and commitment to governance[64] - The company has implemented a share option scheme to attract and retain qualified employees based on performance and contributions[41] - The board is committed to high standards of corporate governance, adhering to the GEM Listing Rules and continuously reviewing governance practices[44] Sustainability and Environmental Performance - The company focuses on enhancing information collection to improve environmental performance and sustainability disclosures[95] - The report emphasizes the importance of stakeholder communication and aims to balance shareholder interests with social benefits[96] - The company has established a Sustainability Committee to manage and monitor sustainability performance and implement improvement processes[99] - The report includes an assessment of significant environmental, social, and governance issues relevant to the company's operations[101] - The company evaluates climate-related risks and opportunities as part of its governance framework[98] Employee and Labor Practices - The total number of employees as of December 31, 2022, is 564, an increase from 462 in 2021, with 95.9% being female[130] - The overall employee turnover rate for 2022 is 27.9%, with a significantly higher rate of 55.4% in Hong Kong compared to 5.1% in Singapore[134] - 54.7% of employees received training during the year, totaling 2,368 hours of training provided[137] - The company maintains a zero injury and fatality rate over the past three years, with no work-related injuries reported during the reporting period[136] - The company emphasizes internal promotions, with a policy to consider internal candidates before hiring externally[131] Shareholder Communication and Dividends - The company has set up multiple channels for communication with shareholders and investors, including annual general meetings and a dedicated website[92] - The dividend policy allows for cash or other appropriate means of distribution to shareholders, subject to board recommendations and shareholder approval[91] - The company did not recommend the distribution of a final dividend for the year ended December 31, 2022, consistent with the previous year[178] - The board will continue to review the company's financial position and capital needs annually to determine future dividend recommendations[179] Stock Options and Share Issuance - The company has granted a total of 29,710,000 and 26,730,000 share options under the share option scheme as of December 31, 2022, and the report date respectively[184] - The maximum number of shares that can be issued upon the exercise of all options granted under the share option scheme is capped at 10% of the total issued shares immediately after the completion of the company's share listing[187] - The stock options can be exercised at any time within 10 years from the date of grant, subject to the terms of the stock option plan[193] - The company has not provided any preferential rights for existing shareholders regarding the issuance of new shares[197]

香港交易及結算所有限公司及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，並明確表示概不就因本公告全部或任何部分內容而產生或因 倚賴該等內容而引致之任何損失承擔任何責任。 SDM Education Group Holdings Limited 教育集團控股有限公司 SDM （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二二年十二月三十一日止年度的 經審核全年業績公告 及 恢復買賣 香港聯合交易所有限公司（「聯交所」） 的特色 GEM GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交 所主板上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛 在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主 板買賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 本公告的資料乃遵照《香港聯合交易所有限公司的GEM證券上市規則》（「GEM上市 ...

Financial Performance - For the nine months ended September 30, 2022, the group's revenue was approximately HKD 111,500,000, a decrease of 19.5% compared to HKD 138,400,000 in the same period last year[3]. - The company reported a loss attributable to shareholders of approximately HKD 10,100,000 for the nine months ended September 30, 2022, compared to a profit of approximately HKD 88,200,000 in the previous year[3]. - Basic loss per share for the nine months ended September 30, 2022, was approximately (2.20) HKD cents, compared to earnings of approximately 22.92 HKD cents per share in the same period last year[5]. - Revenue for the three months ended September 30, 2022, was approximately HKD 42,333,000, down from HKD 46,773,000 in the same period last year, representing a decline of 9.8%[4]. - Total comprehensive income for the nine months ended September 30, 2022, was a loss of approximately HKD 2,295,000, compared to a profit of HKD 95,561,000 in the same period last year[5]. - The group reported a consolidated loss before tax of HKD 10,461,000 for the nine months ended September 30, 2022[18]. - The company reported a loss attributable to owners of approximately HKD 10,051,000, compared to a profit of HKD 88,182,000 for the same period in 2021[33]. Revenue Breakdown - The dance academy business generated revenue of HKD 14,117,000 for the three months ended September 30, 2022, down 29.4% from HKD 19,918,000 in the previous year[15]. - The early childhood education business reported revenue of HKD 25,352,000 for the three months ended September 30, 2022, an increase of 6.0% from HKD 23,918,000 in the same period last year[15]. - The group's revenue for the three months ended September 30, 2022, was HKD 42,333,000, a decrease of 9.8% compared to HKD 46,773,000 for the same period in 2021[15]. - Revenue from the Hong Kong dance academy business fell by about HKD 23.4 million or approximately 43% to about HKD 31.1 million[44]. - The total revenue for the nine months ended September 30, 2022, was HKD 111,547,000, a decrease of 19.4% compared to HKD 138,413,000 for the same period in 2021[15]. Costs and Expenses - The group incurred financing costs of approximately HKD 5,976,000 for the nine months ended September 30, 2022, down from HKD 11,624,000 in the previous year, indicating a reduction of 48.6%[5]. - The group reported a decrease in employee and teaching consultancy service costs to approximately HKD 81,996,000 for the nine months ended September 30, 2022, from HKD 88,377,000 in the previous year, a reduction of 7.8%[4]. - Other operating expenses were approximately HKD 24.7 million, down about 17% from approximately HKD 29.9 million in the previous year[44]. Government Support - The group received government grants and subsidies totaling HKD 6,914,000 during the nine months ended September 30, 2022[21]. Business Operations - The adult education and training business in Australia was terminated in 2021, contributing to the overall revenue decline[13]. - The company operates 23 wholly-owned dance centers and 1 kindergarten in Hong Kong, along with 14 preschool institutions in Singapore as of September 30, 2022[39]. - The company has expanded its educational offerings in Singapore, including daycare centers and continuing education programs[39]. - The company has been involved in acquiring several preschool institutions in Singapore since 2018 and has entered the mainstream education market in Australia since 2019[58]. - The company continues to seek suitable opportunities for business expansion in Hong Kong, mainland China, and overseas markets[59]. Share Capital and Stock Options - The company has a total issued share capital of HKD 800 million, divided into 8 billion shares with a par value of HKD 0.1 each[52]. - As of September 30, 2022, the total issued share capital of the company was HKD 45,760,000, divided into 457,600,000 shares with a par value of HKD 0.1 each[66]. - As of September 30, 2022, the company has 54,797,000 unexercised stock options, allowing holders to subscribe for a total of 54,797,000 new shares[72]. - The company proposed to update the stock option plan to allow for a total of 35,410,000 shares to be issued, representing 10% of the issued shares as of the last approval date[69]. - The company granted 6,380,000 stock options at an exercise price of HKD 1.20 per share on February 11, 2020, and 2,300,000 options at HKD 1.44 on February 25, 2020[72]. Corporate Governance - The company has adhered to all corporate governance codes as per GEM Listing Rules Appendix 15 without any deviations as of September 30, 2022[75]. - The board of directors includes executive and non-executive members, ensuring a diverse governance structure[80]. - The audit committee consists of independent non-executive directors, and there were no objections to the accounting policies adopted by the company[79]. Compliance and Regulations - The company has received written confirmation from its controlling shareholders regarding compliance with non-competition agreements as of December 31, 2021[74]. - The company has a commitment from its controlling shareholders to avoid engaging in any competing business directly or indirectly[74]. - The company has adopted a code of conduct for directors' securities transactions, complying with GEM Listing Rules standards[76].