[Company Information](index=5&type=section&id=Company%20Information) This section details the company's foundational information, including its governance structure, key personnel, and administrative contacts - The report provides detailed company information, including board members, committee structures, company secretary, auditors, registered office, principal place of business, bankers, and share registrars[13](index=13&type=chunk)[14](index=14&type=chunk) - The Board of Directors comprises **four executive directors and three independent non-executive directors**, with Mr. Chung Wang Lung as Chairman and Mr. Mok Pak Kei as Chief Executive Officer, noting the resignation of Mr. Tsang Chi Fung and appointment of Ms. Li Yuen Shan on April 1, 2024[13](index=13&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the FY2023/24 performance, highlighting strategic progress, particularly online platform expansion, and a significant reduction in annual loss driven by increased other income, while emphasizing online business as a key future growth driver Annual Loss | Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Annual Loss | Approx. **5.9 million HKD** | Approx. **9.0 million HKD** | - The reduction in annual loss is primarily due to an increase in other income by approximately **2.2 million HKD**, driven by fair value gains on financial assets at fair value through profit or loss, bank interest income, and administrative fee income[16](index=16&type=chunk) - A significant milestone this year was the expansion of the online platform, with investments to enhance online services for greater convenience and comprehensiveness, positioning it as a key driver for future growth[17](index=17&type=chunk) - Future outlook includes focusing on further enhancing the online platform, expanding service offerings, strengthening collaborations with overseas educational institutions, and exploring new markets to diversify revenue streams[19](index=19&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business operations, financial performance, liquidity, and capital structure, alongside the utilization of IPO proceeds [Business Review, Prospects and Risks](index=8&type=section&id=Business%20Review%2C%20Prospects%20and%20Risks) The Group, a leading overseas education consultancy in Hong Kong, maintains stable core operations primarily serving students bound for the UK and Australia, while actively expanding online platforms and digital marketing, and managing risks from regulatory changes, market competition, and economic downturns - The Group's primary business is providing overseas education consultancy services in Hong Kong, with main revenue derived from commissions for arranging student placements in the **UK and Australia**[25](index=25&type=chunk) - Future strategic focus includes leveraging online platforms for digital marketing, developing online service systems for efficient inquiry and application processing, and planning to attract students from regions outside Hong Kong[26](index=26&type=chunk) - Key risks faced by the company include regulatory changes in destination countries' immigration and education policies, intense industry competition, and economic downturns that may affect families' ability to pay[27](index=27&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) In FY2024, the Group's total revenue slightly increased by **1.4% to 16.9 million HKD**, driven by Australian placement growth, while annual loss narrowed from **9.0 million HKD to 5.9 million HKD** due to a **111.9% surge in other income**, primarily from fair value gains on financial assets and increased bank interest Financial Performance Summary | Financial Metric | FY2024 (million HKD) | FY2023 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **16.9** | **16.6** | **+1.4%** | | UK Business Revenue | 6.6 | 7.6 | -13.2% | | Australia Business Revenue | 7.4 | 6.0 | +22.9% | | Canada & US Business Revenue | 2.3 | 2.5 | -8.0% | | **Other Income** | **4.2** | **2.0** | **+111.9%** | | **Loss for the Year** | **(5.9)** | **(9.0)** | **Loss narrowed by 34.4%** | - The primary reasons for the increase in other income are: (i) an increase in bank interest income by approximately **0.8 million HKD**; and (ii) recognition of fair value gains on financial assets at fair value through profit or loss of approximately **0.4 million HKD**, compared to a loss of approximately **1.3 million HKD** in the prior year[33](index=33&type=chunk) - Other expenses decreased from **12.4 million HKD to 11.3 million HKD**, primarily due to the combined effect of increased operating costs for overseas centers and a reduction in net exchange losses[36](index=36&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily meets funding needs through shareholder contributions and operating cash flow, holding approximately **32.4 million HKD** in cash and cash equivalents and **56.2 million HKD** in total equity as of March 31, 2024, with no net debt, asset pledges, or significant capital commitments or contingent liabilities Financial Position Summary | Metric (as of March 31, 2024) | Amount (million HKD) | | :--- | :--- | | Cash and Cash Equivalents | **32.4** | | Total Equity | **56.2** | | Asset Pledges | None | | Capital Commitments | No significant commitments | | Contingent Liabilities | No significant liabilities | - The Group's currency risk primarily stems from exchange rate fluctuations of AUD, CAD, GBP, and RMB, with no derivative instruments used to hedge foreign exchange risk[44](index=44&type=chunk) [Use of Net Proceeds from Listing](index=12&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) The company's 2017 IPO net proceeds were approximately **55.1 million HKD**, with **48.4 million HKD** utilized by March 31, 2024, including a **1.502 million HKD** reallocation from exhibitions to IT system enhancements, leaving **6.776 million HKD** for future use in staffing, branding, IT, and exhibitions by March 2025 Use of Net Proceeds | Use of Proceeds | Allocated Net Proceeds (thousand HKD) | Utilized as of March 31, 2024 (thousand HKD) | Unutilized as of March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | | Recruitment of additional consultants and support staff | **15,373** | **10,963** | **4,410** | | Enhancement of brand awareness | **25,505** | **24,830** | **675** | | Enhancement of IT systems | **2,975** | **2,896** | **1,581** | | Organization of large-scale exhibitions | **3,960** | **2,348** | **110** | | **Total** | **55,139** | **48,363** | **6,776** | - The Board reallocated **1,502,000 HKD** of unutilized proceeds from 'Organization of large-scale exhibitions' to 'Enhancement of the Group's IT systems' during the year[51](index=51&type=chunk) [Biographies of Directors and Senior Management](index=13&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, educational backgrounds, professional qualifications, and work experience - Executive Directors include Mr. Chung Wang Lung (Founder and Chairman), Mr. Mok Pak Kei (Chief Executive Officer), Mr. Chung Ka Yick, and Ms. So Ho Sau[55](index=55&type=chunk)[58](index=58&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk) - Independent Non-Executive Directors include Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, newly appointed on April 1, 2024[65](index=65&type=chunk)[67](index=67&type=chunk)[70](index=70&type=chunk) - Senior Management includes Mr. Wu Yuen Ping (Company Secretary) and Ms. Chung Ka Ming (General Manager of Sales)[74](index=74&type=chunk)[75](index=75&type=chunk) - The report discloses familial relationships among Board members: Chairman Mr. Chung Wang Lung is the father of Executive Director Mr. Chung Ka Yick and the uncle of Executive Director Ms. So Ho Sau[57](index=57&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This report details the Group's adherence to corporate governance principles, outlining the structure and functions of its Board and committees, and addressing risk management and shareholder rights [Board and Committees](index=19&type=section&id=Board%20and%20Committees) During the fiscal year, the company complied with all applicable Corporate Governance Code provisions, maintaining a seven-member Board (four executive, three independent non-executive) with balanced skills, and establishing Audit, Remuneration, and Nomination Committees, predominantly led by independent non-executive directors, with detailed disclosures on their composition, duties, and meeting attendance - For the year ended March 31, 2024, the company complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[79](index=79&type=chunk) - The Board of Directors comprises **4 executive directors and 3 independent non-executive directors**, and has adopted a Board Diversity Policy[85](index=85&type=chunk)[94](index=94&type=chunk) Committee Composition | Committee | Chairman | Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (INED) | **3 members**, all Independent Non-Executive Directors | | Remuneration Committee | Ms. Chung Wai Na (INED) | **3 members**, all Independent Non-Executive Directors | | Nomination Committee | Mr. Chung Wang Lung (Chairman) | **3 members**, Chairman is an Executive Director, others are Independent Non-Executive Directors | - During the reporting period, the Board held **6 meetings**, the Audit Committee held **5 meetings**, and both the Remuneration Committee and Nomination Committee each held **2 meetings**, with attendance records for each director disclosed[90](index=90&type=chunk)[105](index=105&type=chunk)[109](index=109&type=chunk)[114](index=114&type=chunk) [Risk Management and Shareholder Rights](index=26&type=section&id=Risk%20Management%20and%20Shareholder%20Rights) The Board confirms its responsibility for effective internal control and risk management systems, though no internal audit function is currently established, while upholding shareholder rights through voting on all resolutions and providing procedures for convening special meetings and submitting inquiries, maintaining communication via annual reports, website, and general meetings - The Board is responsible for ensuring effective internal control and risk management systems, but considering the company's relatively simple structure, no internal audit function is currently established[122](index=122&type=chunk)[123](index=123&type=chunk) - The company adopted a dividend policy on December 28, 2018, but the Board does not recommend paying a final dividend for the year ended March 31, 2024[119](index=119&type=chunk)[54](index=54&type=chunk) - To protect shareholder rights, the company has clarified procedures for shareholders to convene extraordinary general meetings (requiring shareholders holding not less than **10% of voting shares**) and to submit inquiries to the Board[128](index=128&type=chunk)[130](index=130&type=chunk) [Environmental, Social and Governance Report](index=28&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's commitment to sustainability, covering its ESG governance framework, materiality assessment, environmental performance, and social responsibilities towards employees and stakeholders [ESG Governance and Materiality Assessment](index=28&type=section&id=ESG%20Governance%20and%20Materiality%20Assessment) The Board is fully responsible for the Group's ESG strategy, risk management, and internal controls, having identified **15 ESG issues** through stakeholder engagement and materiality assessment, with 'Customer Satisfaction', 'Complaint Handling', 'Occupational Safety and Health', 'Employee Training and Development', and 'Protection of Customer Privacy' deemed most critical - The Board is fully responsible for formulating strategies, monitoring, and managing environmental, social, and governance-related risks, and ensuring the effectiveness of relevant risk management and internal control systems[134](index=134&type=chunk) - Through materiality assessment, the company identified 'Customer Satisfaction', 'Complaint Handling', and 'Occupational Safety and Health' as crucial ESG issues[148](index=148&type=chunk)[152](index=152&type=chunk) [A. Environment](index=34&type=section&id=A.%20Environment) The Group's environmental impact primarily stems from office operations, with a target to reduce greenhouse gas emissions by at least **3%** over five years; in FY2024, total GHG emissions increased to **11.34 tonnes CO2e**, while total paper consumption decreased from **62,671 to 44,865 sheets** through 4R principles and paperless initiatives, and climate change risks are managed referencing the TCFD framework Environmental Performance | Environmental Metric | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions (Scope 1+2+3) | **11.34 tonnes CO2e** | **10.21 tonnes CO2e** | **+11.1%** | | Total Paper Consumption | **44,865 sheets** | **62,671 sheets** | **-28.4%** | - The Group has set a target to reduce greenhouse gas emissions by at least **3%** over the next five years, using FY2023 as the baseline[155](index=155&type=chunk) - The company has begun referencing the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and manage climate-related physical and transition risks[164](index=164&type=chunk) [B. Social](index=37&type=section&id=B.%20Social) On the social front, the Group is committed to protecting employee rights, providing equal opportunities, a healthy and safe work environment, and career development, with employee turnover significantly decreasing from **19.51% to 6.86%** and no work-related fatalities or lost workdays, while strictly adhering to anti-child and forced labor standards, and implementing customer complaint handling and anti-corruption reporting policies Social Performance | Social Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Total Employees | **41** | **41** | | Employee Turnover Rate | **6.86%** | **19.51%** | | Work-related Fatalities | **0** | **0** | | Lost Days Due to Work Injury | **0** | **0** | | Customer Complaints Received | **0** | **0** | | Legal Cases Concluded for Corruption | **0** | **0** | - The Group strictly prohibits the employment of child and forced labor, verifying new employees' personal information by checking original documents to prevent violations[178](index=178&type=chunk) - The company has established a customer complaint handling mechanism, where all complaints are promptly addressed by experienced staff and can be escalated to executive directors, alongside an anti-corruption hotline[183](index=183&type=chunk)[184](index=184&type=chunk) [Directors' Report](index=52&type=section&id=Directors%27%20Report) This report provides an overview of the Group's principal activities, business review, key risks, share capital, dividend policy, and related party transactions for the fiscal year [Principal Activities and Business Review](index=55&type=section&id=Principal%20Activities%20and%20Business%20Review) The Group's principal activity is providing overseas education consultancy services, with no significant changes in business activities during the fiscal year, while key risks include foreign exchange fluctuations, changes in UK and Australia study landscapes, and uncertain demand from Hong Kong students, with the top five clients accounting for **24.37%** and the largest client for **6.58%** of total revenue as of March 31, 2024 - The Group's principal activity is providing overseas education consultancy services, with no significant changes during the year[226](index=226&type=chunk) - Key risks include foreign currency exchange rate fluctuations, changes in the UK and Australia study landscapes, and unstable demand for overseas education among Hong Kong students[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) Customer Concentration | Customer Concentration | FY2024 | FY2023 | | :--- | :--- | :--- | | Largest Customer as % of Total Revenue | **6.58%** | **4.8%** | | Top Five Customers as % of Total Revenue | **24.37%** | **19.6%** | [Share Capital and Dividends](index=57&type=section&id=Share%20Capital%20and%20Dividends) During the reporting period, the company's share capital remained unchanged, and the Board does not recommend paying any final dividend for the year ended March 31, 2024, with distributable reserves of **23.75 million HKD** as of that date, and no purchases, sales, or redemptions of listed securities by the company or its subsidiaries occurred - The Board does not recommend paying any final dividend for the year ended March 31, 2024 (2023: nil)[243](index=243&type=chunk) - As of March 31, 2024, the company's distributable reserves (calculated in accordance with the Companies Act of the Cayman Islands) amounted to **23,750,000 HKD**[248](index=248&type=chunk) - From the date of adoption of the share option scheme (January 17, 2017) up to March 31, 2024, no share options were outstanding, granted, exercised, cancelled, or lapsed[253](index=253&type=chunk) [Connected Transactions](index=60&type=section&id=Connected%20Transactions) During the fiscal year, the Group engaged in two continuing connected transactions: approximately **0.8 million HKD** paid to Ao An Group (controlled by controlling shareholder Mr. Chung) for system maintenance and license fees, and approximately **0.2 million HKD** paid to Mr. Chung for Guangzhou office rent, both confirmed by independent non-executive directors as fair, reasonable, and in the overall interest of shareholders, complying with GEM Listing Rules' de minimis exemptions - Approximately **0.8 million HKD** was paid to Ao An Group (controlled by controlling shareholder Mr. Chung) for license and royalty fees related to the maintenance and development of ERP, CRM, and DIY systems[264](index=264&type=chunk)[268](index=268&type=chunk) - Approximately **0.2 million HKD** was paid to controlling shareholder Mr. Chung for rent of office premises in Guangzhou[264](index=264&type=chunk)[270](index=270&type=chunk) - The independent non-executive directors have reviewed the continuing connected transactions and confirmed they were conducted in the ordinary course of the Group's business on normal commercial terms, fair and reasonable, and in the overall interest of the company and its shareholders[274](index=274&type=chunk) [Independent Auditor's Report](index=63&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor PKF Hong Kong Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, affirming a true and fair view of the Group's financial position and performance, with 'Assessment of Expected Credit Losses (ECL) on Trade Receivables' identified as a key audit matter due to significant management judgment, which the auditor deemed reasonable after performing procedures - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[279](index=279&type=chunk) - A key audit matter is the 'Assessment of Expected Credit Losses (ECL) on Trade Receivables', which involves significant management judgment; the auditor performed procedures including evaluating credit policies, testing aging analysis, and examining management's judgment basis, concluding the assessment was reasonable[281](index=281&type=chunk)[283](index=283&type=chunk)[285](index=285&type=chunk) - The report notes that Grant Thornton Hong Kong Limited, the former auditor, resigned on December 4, 2023, due to a disagreement on audit fees, and PKF Hong Kong Limited was appointed on December 11, 2023[277](index=277&type=chunk) [Consolidated Financial Statements](index=68&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, financial position, equity changes, and cash flows for the reporting period, providing a complete overview of its financial health [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=68&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the Group recorded revenue of **16.869 million HKD**, a **1.4% increase** year-on-year, with loss for the year narrowing from **9.005 million HKD to 5.876 million HKD** due to increased other income and cost control, resulting in a loss attributable to equity holders of **6.345 million HKD** and a basic loss per share of **0.36 HK cents** Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (thousand HKD) | 2024 | 2023 (Restated) | | :--- | :--- | :--- | | Revenue | **16,869** | **16,638** | | Other income | **4,212** | **1,988** | | Loss before income tax | **(5,772)** | **(8,865)** | | **Loss for the year** | **(5,876)** | **(9,005)** | | Loss attributable to owners of the Company | **(6,345)** | **(9,861)** | | Total comprehensive expense for the year | **(6,091)** | **(9,467)** | | **Loss per share (HK cents)** | **(0.36)** | **(0.56)** | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were **64.10 million HKD**, total liabilities **7.89 million HKD**, and net assets **56.21 million HKD**, a decrease from the prior year, with non-current assets primarily comprising property, plant and equipment and financial assets, and current assets heavily weighted towards cash and deposits at **47.15 million HKD** Consolidated Statement of Financial Position | Item (thousand HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Non-current assets** | **9,585** | **11,145** | | Property, plant and equipment | **3,477** | **5,218** | | Financial assets at fair value through profit or loss | **6,108** | **5,927** | | **Current assets** | **54,513** | **60,306** | | Cash and cash equivalents | **32,378** | **40,142** | | Time deposits | **14,772** | **14,232** | | **Total assets** | **64,098** | **71,451** | | **Current liabilities** | **5,991** | **5,141** | | **Non-current liabilities** | **1,898** | **3,549** | | **Total liabilities** | **7,889** | **8,690** | | **Net assets** | **56,209** | **62,761** | | **Total equity** | **56,209** | **62,761** | [Consolidated Statement of Changes in Equity](index=70&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2024, total equity attributable to owners of the Company was **55.728 million HKD**, a **6.56 million HKD** decrease from the beginning of the year's **62.288 million HKD**, primarily due to a **6.345 million HKD** loss for the year and **0.215 million HKD** in currency translation differences, while non-controlling interests increased by **0.008 million HKD** Consolidated Statement of Changes in Equity | Item (thousand HKD) | Share Capital | Share Premium | Reserves | Retained Profits/(Accumulated Losses) | Sub-total | Non-controlling Interests | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **As at April 1, 2023** | **17,504** | **45,405** | **(223)** | **(398)** | **62,288** | **473** | **62,761** | | Loss for the year | - | - | - | **(6,345)** | **(6,345)** | **469** | **(5,876)** | | Currency translation differences | - | - | **(215)** | - | **(215)** | - | **(215)** | | Dividends paid to non-controlling interests | - | - | - | - | - | **(461)** | **(461)** | | **As at March 31, 2024** | **17,504** | **45,405** | **(438)** | **(6,743)** | **55,728** | **481** | **56,209** | [Consolidated Statement of Cash Flows](index=71&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2024, the Group reported a net cash outflow from operating activities of **6.702 million HKD**, a net cash inflow from investing activities of **0.825 million HKD** primarily from interest received, and a net cash outflow from financing activities of **2.267 million HKD** mainly for lease liability repayments, resulting in a net decrease in cash and cash equivalents of **8.144 million HKD**, with an ending balance of **32.378 million HKD** Consolidated Statement of Cash Flows | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | **(6,702)** | **(6,372)** | | Net cash from (used in) investing activities | **825** | **(12,983)** | | Net cash used in financing activities | **(2,267)** | **(2,691)** | | **Net decrease in cash and cash equivalents** | **(8,144)** | **(22,046)** | | Cash and cash equivalents at beginning of year | **40,142** | **61,940** | | **Cash and cash equivalents at end of year** | **32,378** | **40,142** | [Financial Summary](index=124&type=section&id=Financial%20Summary) This section provides a summary of the Group's key results and financial position for the past five fiscal years (2020-2024), showing relatively stable revenue in the last three years but consecutive losses since FY2022, with the FY2024 loss at **5.876 million HKD** (narrowed from FY2023), and total assets and equity continuously declining since their 2022 peak Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | **16,869** | **16,638** | **16,764** | **16,025** | **20,215** | | (Loss)/Profit for the year | **(5,876)** | **(9,005)** | **(4,552)** | **7,015** | **(4,050)** | | **Financial Position** | | | | | | | Total assets | **64,098** | **71,451** | **78,417** | **84,591** | **79,896** | | Total liabilities | **(7,889)** | **(8,690)** | **(5,487)** | **(6,708)** | **(8,161)** | | Equity attributable to owners of the Company | **55,728** | **62,288** | **72,611** | **77,480** | **71,490** |

Revenue Performance - For the nine months ended December 31, 2023, the group's revenue was approximately HKD 9.3 million, a decrease of about 1.5% compared to HKD 9.4 million for the same period in 2022[15]. - Commission income from arranging students to study in the UK accounted for approximately 49.6% of total revenue, down from 61.7% in 2022, with income decreasing to about HKD 4.6 million from HKD 5.8 million[16]. - Commission income from arranging students to study in Australia increased by approximately HKD 1.1 million to about HKD 2.8 million, representing about 30.1% of total revenue, up from 17.8% in 2022[17]. - Commission income from arranging students to study in Canada and the United States decreased by approximately 3.6% to about HKD 1.6 million, accounting for about 17.4% of total revenue for the nine months ended December 31, 2023[18]. - Revenue from overseas education consulting services for the nine months ended December 31, 2023, was HKD 9,307,000, a slight decrease of 1.5% compared to HKD 9,449,000 for the same period in 2022[38]. Financial Performance - The company reported a net loss for the nine months ended December 31, 2023, was approximately HKD 6.3 million, a decrease from a net loss of about HKD 9.8 million for the same period in 2022[24]. - The company’s total comprehensive loss for the nine months ended December 31, 2023, was HKD 6,276,000, reflecting ongoing challenges in the market[28]. - The company reported a loss attributable to equity holders of HKD 6,737,000 for the nine months ended December 31, 2023, compared to a loss of HKD 10,403,000 for the same period in 2022, representing a 35.5% improvement[45]. - The company recorded a fair value loss of HKD 2.2 million for the nine months ended December 31, 2022, but did not record any such loss for the same period in 2023[24]. - The company recognized a fair value loss on financial assets of HKD 2,165,000 for the nine months ended December 31, 2023[41]. Operational Strategy - The group plans to enhance its digital platform to improve online coverage and attract more students[11]. - The group aims to expand its geographical coverage beyond Hong Kong to markets such as China and Malaysia to diversify revenue sources[13]. - The group will continue to strengthen strategic relationships with key stakeholders in the education sector to enhance its network and visibility[13]. - The group anticipates continued demand for overseas education consulting services driven by globalization trends and the increasing importance of international experience in the job market[10]. - The group is focused on improving customer service and providing personalized advice and additional value-added services[11]. Income and Expenses - Other income increased from approximately HKD 3.3 million to about HKD 4.5 million, representing a growth of about 37.7% due to higher bank interest income and recorded foreign exchange gains[19]. - Employee benefits expenses rose slightly from approximately HKD 9.5 million to about HKD 9.6 million, primarily due to minor salary adjustments[21]. - Marketing costs remained stable at approximately HKD 2.2 million for the nine months ended December 31, 2023[20]. - The company generated bank interest income of HKD 1,203,000 for the nine months ended December 31, 2023, which is a 97.3% increase from HKD 609,000 in the previous year[39]. - The company reported a net foreign exchange gain of HKD 951,000 for the three months ended December 31, 2023, compared to no gain in the same period last year[39]. Shareholder and Governance - As of December 31, 2023, the major shareholder, Hong Yong, holds 892,710,000 shares, representing 51% of the total shares[54]. - The company has confirmed compliance with the minimum public float requirement of 25%[58]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial results for the nine months ending December 31, 2023, ensuring compliance with applicable accounting standards[62]. - The company has adhered to all applicable corporate governance code provisions as of December 31, 2023[55]. - The company has confirmed that all directors have complied with the trading code of conduct as of December 31, 2023[57]. Risks and Challenges - The decrease in UK commission income was primarily due to a reduction in the number of students immigrating to the UK as a result of BNO holder immigration policies[16]. - The company faces risks including economic and geopolitical factors, competition from other education consultants, and cybersecurity threats[13]. - The company incurred a net foreign exchange loss of HKD 3,162,000 for the three months ended December 31, 2023, compared to a loss of HKD 1,273,000 for the same period in 2022[41]. - The effective tax rate for the company's operations in China is 25%, with a two-tiered profit tax rate system applicable for qualifying entities[42]. - The company reported a current tax expense of HKD 62,000 for the nine months ended December 31, 2023, compared to HKD 163,000 for the same period in 2022[43].

Business Overview - The group is a major provider of overseas education consulting services in Hong Kong, primarily generating revenue from commissions for arranging students to study in the UK and Australia[14]. - The outlook for the group is optimistic due to the sustained demand for overseas education consulting services among local students, driven by globalization and the increasing importance of international experience in the job market[15]. - The group plans to enhance its digital platform, focusing on improving online coverage through websites and social media to attract more students[16]. - The group aims to improve customer service by providing personalized advice and additional value-added services to students and stakeholders[16]. Financial Performance - The group's revenue for the nine months ended December 31, 2023, was approximately HKD 9.3 million, a decrease of about 1.5% compared to HKD 9.4 million for the same period in 2022[20]. - Commission income from arranging students to study in the UK decreased to approximately HKD 4.6 million, accounting for about 49.6% of total revenue, down from 61.7% in 2022[21]. - Commission income from arranging students to study in Australia increased by approximately HKD 1.1 million to about HKD 2.8 million, representing about 30.1% of total revenue, up from 17.8% in 2022[22]. - Other income rose from approximately HKD 3.3 million to about HKD 4.5 million, an increase of about 37.7%, mainly due to higher bank interest income and recorded foreign exchange gains[24]. - The net loss for the nine months ended December 31, 2023, was approximately HKD 6.3 million, a decrease from a net loss of about HKD 9.8 million in 2022[29]. - The group incurred a loss before tax of HKD 6,216,000 for the nine months ended December 31, 2023, an improvement of 35.5% compared to a loss of HKD 9,673,000 for the same period in 2022[32]. - The group’s total comprehensive loss for the nine months ended December 31, 2023, was HKD 6,276,000, compared to a loss of HKD 9,894,000 for the same period in 2022[32]. - The company reported a loss attributable to equity holders of approximately HKD 6,737,000 for the nine months ended December 31, 2023, compared to a loss of HKD 10,403,000 for the same period in 2022, representing a 35.5% improvement[50]. Cost Management - Employee costs increased slightly to approximately HKD 9.6 million from HKD 9.5 million, primarily due to minor salary adjustments[26]. - Marketing costs remained stable at approximately HKD 2.2 million compared to the previous year[25]. - The group’s marketing costs for the nine months ended December 31, 2023, were HKD 2,291,000, slightly higher than HKD 2,283,000 for the same period in 2022[32]. Strategic Initiatives - The group plans to expand its geographical coverage from Hong Kong to other markets in China and Malaysia to diversify revenue sources[18]. - The group aims to establish strategic relationships with key stakeholders in the education sector to enhance its network and visibility[18]. - The group plans to expand its overseas educational institutions with an allocation of HKD 700 million, which remains fully unutilized as of December 31, 2023[31]. - The group has reallocated HKD 5,649 million for hiring additional consultants and support staff, with a projected utilization by March 2025[31]. Risks and Compliance - The group faces risks including economic and geopolitical uncertainties, competition from other education consultancy providers, and operational risks related to attracting qualified staff[18]. - The effective tax rate for the group’s operations in China is 25%, with a two-tiered profit tax rate system applicable in Hong Kong[47]. - The company confirms compliance with all applicable corporate governance codes as per GEM Listing Rules as of December 31, 2023[60]. - All directors confirmed adherence to the trading code of conduct for securities transactions as of December 31, 2023[62]. - The company confirms compliance with the minimum public float level of 25% as of the report date[63]. - There are no controlling shareholders or directors with interests in any competing businesses as of December 31, 2023[64]. Other Financial Information - The total unutilized net proceeds as of December 31, 2023, amounted to HKD 9,269 million, with significant allocations for enhancing brand awareness (HKD 1,587 million) and IT system upgrades (HKD 1,733 million) expected to be utilized by December 2024[31]. - The company held financial assets valued at approximately HKD 6.3 million as of December 31, 2023, consisting of units in a fund managed by BlackRock Asset Management[52]. - The company did not engage in any significant acquisitions or disposals of subsidiaries or associated companies during the reporting period[53]. - There were no significant events affecting the company from December 31, 2023, to the report date[54]. - The company did not buy, sell, or redeem any of its listed securities during the nine months ended December 31, 2023[55]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial results for the nine months ended December 31, 2023, ensuring compliance with applicable accounting standards and GEM listing rules[67].

Revenue Performance - For the six months ended September 30, 2023, the group's revenue was approximately HKD 7.5 million, a decrease of about 10.8% compared to HKD 8.4 million for the same period in 2022[11]. - Commission income from arranging students to study in the UK accounted for approximately 47.3% of total revenue, down from 58.5% in the previous year, with a decrease in income to about HKD 3.5 million, a reduction of approximately 27.8%[13]. - Commission income from arranging students to study in Australia increased by approximately 39.1% to about HKD 2.3 million, representing 30.2% of total revenue for the period, up from 19.3% in the previous year[14]. - Commission income from arranging students for studies in Canada and the US decreased by approximately 8.8% to about HKD 1.5 million, accounting for approximately 20.2% of total revenue for the six months ended September 30, 2023[15]. - The group's revenue for the six months ended September 30, 2023, was HKD 7,489,000, a decrease of 10.8% compared to HKD 8,399,000 for the same period in 2022[57]. - The group’s revenue from the UK decreased to HKD 3,546,000 for the six months ended September 30, 2023, down 27.8% from HKD 4,911,000 in the same period last year[57]. - The group’s revenue from Canada decreased slightly to HKD 1,227,000 for the six months ended September 30, 2023, compared to HKD 1,406,000 in the previous year[57]. - Revenue from Australia increased to HKD 2,258,000 for the six months ended September 30, 2023, up 39.2% from HKD 1,623,000 in the same period last year[57]. Financial Performance - The net loss for the six months ended September 30, 2023, was approximately HKD 5.1 million, a decrease from a net loss of about HKD 8.0 million for the same period in 2022[21]. - The company incurred a loss before tax of HKD 5.056 million for the six months ended September 30, 2023, compared to a loss of HKD 7.938 million for the same period in 2022, representing a 36% improvement[40]. - The company reported a loss attributable to equity holders of HKD 5,282,000 for the six months ended September 30, 2023, compared to a loss of HKD 8,375,000 for the same period in 2022, representing a 37.5% improvement[66]. - The company incurred a loss of HKD 5,282,000 during the six months ended September 30, 2023, compared to a loss of HKD 8,349,000 in the same period of 2022, reflecting a reduction in losses of approximately 36.5%[42]. - The group reported a pre-tax loss of HKD 945,000 for the six months ended September 30, 2023, compared to a loss of HKD 4,435,000 in the same period of 2022[62]. Cash Flow and Assets - As of September 30, 2023, the total cash and bank balances were approximately HKD 12.3 million, down from HKD 40.1 million as of March 31, 2023, mainly due to operating losses[22]. - The company reported a net cash outflow from operating activities of HKD 5,470,000 for the six months ended September 30, 2023, compared to HKD 6,960,000 for the same period in 2022, indicating an improvement of approximately 21.4%[44]. - The total cash and cash equivalents decreased to HKD 12,336,000 as of September 30, 2023, down from HKD 54,007,000 at the end of the previous period, representing a decline of approximately 77.2%[44]. - The total assets as of September 30, 2023, were HKD 54.766 million, down from HKD 60.306 million as of March 31, 2023[41]. - The company’s total equity attributable to equity holders decreased to HKD 57,008,000 as of September 30, 2023, down from HKD 64,288,000 at the end of the previous period, a decline of approximately 11.4%[42]. - The company’s cash flow from financing activities showed a net outflow of HKD 1,397,000 for the six months ended September 30, 2023, compared to HKD 1,353,000 in the same period of 2022, indicating a slight increase in cash outflow of approximately 3.3%[44]. Operational Costs - Marketing costs rose from approximately HKD 1.6 million to about HKD 1.8 million, attributed to increased marketing activities to enhance market awareness[17]. - Employee costs increased by approximately HKD 0.4 million to about HKD 6.2 million, mainly due to salary payments to employees in China, Malaysia, and Hong Kong[18]. - Other expenses decreased from approximately HKD 8.3 million to about HKD 6.2 million, primarily due to a reduction in net foreign exchange losses[19]. - Income tax expenses decreased from approximately HKD 68,000 to about HKD 18,000, due to a reduction in taxable profits of one of the subsidiaries[20]. - The company paid service fees of HKD 474,000 to a related party for the six months ended September 30, 2023, compared to HKD 345,000 in the same period of 2022, marking a 37.4% increase[76]. Strategic Initiatives - The group anticipates continued demand for overseas education consulting services driven by globalization trends and the increasing importance of international experience in the job market[8]. - The group plans to enhance its digital platform to improve online visibility and attract more students[9]. - The group aims to expand its geographical coverage beyond Hong Kong to markets such as China and Malaysia to diversify revenue sources[9]. - The group will continue to establish strategic relationships with key stakeholders in the education sector to enhance its network and provide additional value to students[10]. Risks and Compliance - The group faces risks including economic and geopolitical factors, competition from other education consultants, and uncertainties in the overseas education market[12]. - The company confirmed compliance with the corporate governance code as per GEM listing rules for the reporting period[82]. - The company has complied with applicable accounting standards and GEM listing rules for the unaudited financial statements for the six months ending September 30, 2023[95]. Shareholder Information - As of September 30, 2023, Mr. Zhong Honglong holds 892,710,000 shares, representing 51% of the company's total issued share capital[86]. - The company has a beneficial ownership of 892,710,000 shares by Hongyong, which is also 51% of the total shares[89]. - Ms. Yin Xiaopei, as the spouse of Mr. Zhong, is also considered to have a beneficial interest in the 892,710,000 shares[89]. - Zeming Pty Limited and Leng Lisa Chunying each hold 97,000,000 shares, representing 5.54% of the total shares[89]. - The company has not issued any stock options since the adoption of the stock option plan on January 17, 2017, and no options remain unexercised as of September 30, 2023[93].

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佈之內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對 因本公佈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。 ® DADI EDUCATION HOLDINGS LIMITED 大 地 教 育 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8417） 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 的 中 期 業 績 公 佈 大地教育控股有限公司（「本公司」）董事會欣然宣佈本公司及其附屬公司 截至二零二三年九月三十日止六個月的未經審核簡明綜合財務業績。本 公佈載有本公司二零二三年中期報告全文，符合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」）有 關 中 期 業 績 初 步 公 佈 附 載 資 料 的 相 關 規 定。本 公 司 二 零 二 三 年 中 期 報 告 的 印 刷 版 本 將 於 適 當 時 候 寄 發 予 本 公 司 股 東，並 可 於 聯 交 所 網 站www.hkexnews.hk 及 本 公司網站 ww ...

Revenue Performance - For the three months ended June 30, 2023, the group's revenue decreased to approximately HKD 1.8 million, down from approximately HKD 2.2 million for the same period in 2022, representing a decrease of about 18.2%[12] - The group's revenue for the three months ended June 30, 2023, was approximately HKD 1,824,000, a decrease of about 16.9% compared to HKD 2,194,000 for the same period in 2022[25] - Revenue from the UK decreased from HKD 1,672,000 to HKD 1,289,000, while revenue from Canada increased from HKD 54,000 to HKD 103,000[33] Commission Income Breakdown - Commission income from arranging students to study in the UK accounted for approximately 70.7% of total revenue for the three months ended June 30, 2023, down from 76.2% in 2022, with a decrease in commission income of about 22.9% to approximately HKD 1.3 million[14] - Commission income from arranging students to study in Australia was approximately HKD 258,000, representing 14.1% of total revenue for the three months ended June 30, 2023, compared to 12.6% in 2022[15] - Commission income from arranging students to study in Canada and the US increased by approximately 117.1% to about HKD 165,000, accounting for 9.0% of total revenue for the three months ended June 30, 2023, up from 3.5% in 2022[16] Other Income and Expenses - Other income increased from approximately HKD 736,000 to HKD 1,043,000, primarily due to rising interest rates in Hong Kong leading to bank interest income and recorded foreign exchange gains[17] - Marketing costs rose from approximately HKD 618,000 to HKD 940,000, attributed to the development of digital marketing channels and increased marketing activities[19] - Other expenses decreased significantly from approximately HKD 5.9 million to HKD 2.8 million, mainly due to a reduction in fair value losses on financial assets[21] Loss and Financial Performance - The loss for the three months ended June 30, 2023, was approximately HKD 3.8 million, a decrease from a loss of approximately HKD 6.5 million in the same period of 2022[23] - The pre-tax loss for the three months ended June 30, 2023, was HKD 3,964,000, an improvement from a loss of HKD 6,914,000 in the same period of 2022, indicating a reduction of approximately 43%[45] - The basic and diluted loss per share attributable to equity holders of the company was 0.22 cents, compared to a loss of 0.39 cents in the previous year[25] Strategic Plans and Market Outlook - The company anticipates continued demand for overseas education consulting services driven by globalization trends and the increasing importance of international experience in the job market[9] - The company plans to enhance its digital platform to improve online coverage and attract more students[10] - The company aims to expand its geographical coverage from Hong Kong to other markets such as China and Malaysia to diversify revenue sources[10] - The company will continue to build strategic relationships with key stakeholders in the education sector to enhance its network and provide additional value to students[10] Risks and Challenges - The company faces risks including economic and geopolitical risks, competition from other education consulting firms, and uncertainties in the overseas education market[13] - The company is focused on improving customer service and providing personalized advice and support to students and stakeholders[10] Shareholder Information - As of June 30, 2023, Mr. Zhong holds 892,710,000 shares, representing 51% of the company's total shares[54] - Mr. Zhong is the beneficial owner of all issued share capital of Hong Yong Investment Limited, which holds the aforementioned shares[54] - Other significant shareholders include Ms. Yin Xiaopei, who also holds 892,710,000 shares (51%), and Song Wenxia with 420,030,000 shares (24%)[58] - Zeming Pty Limited and Leng Lisa Chunying each hold 97,000,000 shares, accounting for 5.54% of the total shares[58] - The company confirms compliance with the minimum public float requirement of 25%[62] Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial results for the three months ending June 30, 2023[65] - The company has adopted a share option scheme since January 17, 2017, with no options granted or unexercised as of June 30, 2023[64] - There are no reported violations of the code of conduct for securities trading by directors during the reporting period[61] - The company has confirmed that there are no competing interests from controlling shareholders or directors[63] - The company has adhered to all applicable corporate governance codes as of June 30, 2023[60] Other Information - The company did not declare an interim dividend for the three months ended June 30, 2023, consistent with the previous year[43] - The weighted average number of ordinary shares for the calculation of basic and diluted loss per share remained unchanged at 1,750,400,000 shares for both periods[45] - The effective tax rate for the group’s operations in China remains at 25%[39] - The company held 158,559.18 units of a fund at a unit price of AUD 7.20 as of June 30, 2023, down from AUD 9.52 and AUD 9.67 at the time of purchase[49] - There were no significant investments, acquisitions, or disposals of subsidiaries or associates during the reporting period[50] - No major events affecting the group occurred after June 30, 2023, up to the report date[52] - The financing costs related to lease liabilities decreased slightly from HKD 18,000 in 2022 to HKD 17,000 in 2023[36] - The fair value loss on financial assets measured at fair value through profit or loss was HKD 17,000 for the three months ended June 30, 2023, compared to a significant loss of HKD 1,783,000 in 2022[38]

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佈之內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對 因本公佈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。 ® DADI EDUCATION HOLDINGS LIMITED 大 地 教 育 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8417） 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 的 第 一 季 度 業 績 公 佈 大地教育控股有限公司（「本公司」）董事會欣然宣佈本公司及其附屬公司 截至二零二三年六月三十日止三個月的未經審核綜合財務業績。本公佈 載有本公司二零二三年第一季度報告全文，符合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」）有 關 第 一 季 度 業 績 初 步公佈附載資料的相關規定。本公司二零二三年第一季度報告的印刷版 本將於適當時候寄發予本公司股東，並可於聯交所網站 www.hkexnews.hk 及 本公司網站 www.dadi.com.hk 閱覽。 承董事會命 大地教育控股有限公司 ...

Financial Performance - The group recorded a loss of approximately HKD 9.0 million for the year ended March 31, 2023, compared to a loss of approximately HKD 4.6 million for the previous year[10]. - The increase in loss was primarily due to a fair value loss of approximately HKD 0.93 million and a net exchange loss of approximately HKD 3.3 million[10]. - The group's revenue for the year ended March 31, 2023, was approximately HKD 16.6 million, a decrease of about 0.8% compared to HKD 16.8 million for the year ended March 31, 2022[16]. - Commission income from arranging students to study in the UK accounted for approximately 45.7% of total revenue, generating about HKD 7.6 million, a decrease of approximately 11.2% from HKD 8.6 million in the previous year[17]. - Commission income from arranging students to study in Australia increased by approximately 13.7% to about HKD 6.0 million, representing approximately 36.2% of total revenue for the year[18]. - Other income rose from approximately HKD 2.6 million to about HKD 3.3 million, an increase of approximately 28.6%, primarily due to higher bank interest income and government subsidies[20]. - The net loss for the year increased to approximately HKD 9.0 million from HKD 4.6 million, attributed to increased fair value losses and foreign exchange losses[26]. - The total cash and cash equivalents as of March 31, 2023, were approximately HKD 40.1 million, down from HKD 61.9 million in the previous year[28]. Business Strategy and Development - The group aims to expand its education consulting services in developing countries such as Guangdong Province in China and Malaysia, having established subsidiaries in these regions[11]. - The group is investing resources in digital marketing channels to enhance brand awareness and attract students and parents from outside Hong Kong[11]. - The group is developing an online service system to efficiently handle inquiries and school applications from students and parents[11]. - The group continues to seek suitable partners and qualified consultants to provide direct, high-quality overseas education services[12]. - The group remains focused on maintaining competitiveness and improving services to achieve growth in a challenging business environment[12]. - The group’s primary business remains in providing overseas education consulting services to local students aiming to study in the UK, Australia, Canada, and the USA[10]. Market and User Engagement - The company reported a significant increase in user engagement, with a year-over-year growth of 25% in active users[47]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share within the next two years[52]. - The company is actively pursuing market expansion strategies, targeting Southeast Asia with plans to establish partnerships with local educational institutions[61]. - User data showed a 15% increase in active users, reaching 1.2 million by the end of the reporting period[61]. Revenue and Growth Projections - Revenue for the fiscal year reached $150 million, representing a 15% increase compared to the previous year[52]. - The company has set a future revenue guidance of $180 million for the next fiscal year, indicating a projected growth of 20%[52]. - New product launches are expected to contribute an additional $30 million in revenue, with a focus on educational technology solutions[52]. - The company provided guidance for the next fiscal year, projecting a revenue growth of 25%, aiming for HKD 625 million[61]. - New product launches are expected to contribute an additional HKD 50 million in revenue, with a focus on expanding the educational technology segment[61]. Corporate Governance and Compliance - The board of directors emphasizes the importance of corporate governance, ensuring compliance with GEM listing rules and maintaining shareholder interests[62]. - The company has established a robust risk management framework to address potential challenges in the evolving educational landscape[62]. - The board held four meetings during the fiscal year ending March 31, 2023, with all directors present at each meeting[75]. - The company confirmed compliance with the GEM listing rules regarding securities trading by all directors for the fiscal year ending March 31, 2023[76]. - The board's composition and diversity are assessed annually to ensure alignment with the company's strategic goals[80]. - The company has established measurable targets to implement its board diversity policy and reviews these targets regularly[79]. Environmental, Social, and Governance (ESG) Initiatives - The company aims to implement sustainable development and fulfill social responsibilities, as outlined in its environmental, social, and governance report for the fiscal year 2023[111]. - The board is committed to integrating sustainable development into the business and managing environmental, social, and governance (ESG) risks effectively[112]. - The company conducts materiality assessments to identify significant ESG issues relevant to its operations and stakeholders[123]. - The company has established a climate risk management mechanism overseen by the board, addressing acute and chronic climate risks that could impact operations and revenue[142]. - The group aims to reduce electricity consumption by at least 3% over the next five years, based on fiscal year 2022 as the baseline[139]. - The group has implemented a "4R" policy (Reduce, Reuse, Replace, Recycle) to promote paperless operations and reduce waste[135]. Employee Engagement and Training - The group provided over 12 hours of job-related training to all employees during the reporting period[155]. - The company promotes equal opportunities and diversity in the workplace, adhering to applicable anti-discrimination laws in Hong Kong and China[149]. - The employee turnover rate increased to 19.51% in 2023 from 14.29% in 2022, reflecting a rise of about 36.3%[171]. - 100% of employees received training in 2023, maintaining the same percentage as in 2022[172]. - Average training hours per employee exceeded 12 hours in 2023, consistent across all employee categories[172]. Financial Management and Audit - The total fees paid or payable to the external auditor, Crowe (HK) CPA Limited, for audit services amounted to HKD 470,000, while non-audit services amounted to HKD 50,000, totaling HKD 520,000[94]. - The company has implemented an effective internal control system to ensure the accuracy of financial reporting and to mitigate risks of material misstatements or fraud[100]. - The board is responsible for preparing financial statements that fairly reflect the group's affairs, performance, and cash flows, in compliance with applicable accounting standards and regulations[102]. - The company provided a comprehensive report on its audited consolidated financial statements for the fiscal year ending March 31, 2023[188].

Revenue Performance - For the nine months ended December 31, 2022, the group's revenue was approximately HKD 9.4 million, a decrease of about 7.9% compared to HKD 10.3 million for the same period in 2021[13]. - The decrease in revenue was primarily due to the depreciation of foreign currencies against the Hong Kong dollar, as the group's revenue is mainly denominated in foreign currencies based on the location of its clients[13]. - Total revenue for the nine months ended December 31, 2022, was approximately HKD 9,449 million, down from HKD 10,254 million in 2021[23]. - Revenue from overseas education consulting services for the nine months ended December 31, 2022, was HKD 9,449,000, a decrease of 7.9% from HKD 10,254,000 in the same period of 2021[35]. Income Sources - The group’s primary revenue source continues to be overseas education consulting services, particularly for students intending to study in the UK and Australia[7]. - Commission income from arranging students to study in the UK accounted for approximately 61.7% of total revenue for the nine months ended December 31, 2022, down from 60.4% in 2021, with a decrease to about HKD 5.8 million from HKD 6.2 million in 2021[14]. - Commission income from arranging students to study in Australia decreased by approximately HKD 0.3 million to about HKD 1.7 million, representing 17.8% of total revenue for the nine months ended December 31, 2022, compared to 16.8% in 2021[15]. - Total commission income from arranging students to study in Canada and the US decreased by approximately 7.5% to about HKD 1.7 million, accounting for 17.8% of total revenue for the nine months ended December 31, 2022[16]. - Other income increased from approximately HKD 2.2 million in 2021 to about HKD 3.3 million in 2022, representing a growth of approximately 51.7%[17]. Expenses and Losses - The net loss for the nine months ended December 31, 2022, was approximately HKD 9.8 million, compared to a net loss of about HKD 5.3 million in 2021, primarily due to increased foreign exchange losses and fair value losses on financial assets[22]. - Employee benefits expenses increased by approximately HKD 1.7 million to about HKD 9.5 million for the nine months ended December 31, 2022, due to salary payments in China and increased compensation for Hong Kong employees[19]. - Other expenses rose from approximately HKD 7.5 million in 2021 to about HKD 8.4 million in 2022, with a net foreign exchange loss of approximately HKD 3.2 million recorded in 2022 compared to HKD 0.9 million in 2021[20]. - The total comprehensive loss for the nine months ended December 31, 2022, was HKD 10,461,000, compared to a loss of HKD 5,616,000 for the same period in 2021, indicating an increase in losses of approximately 86.5%[24]. Market and Strategic Focus - The group continues to focus on expanding its services to the People's Republic of China and other potential overseas markets, having established a new company in Malaysia to provide educational consulting services[10]. - The group acknowledges that the local market may face limitations due to rising immigration rates and declining birth rates, necessitating exploration of opportunities in different markets[10]. - The group plans to enhance its digital marketing channels while also resuming more in-person interactions with universities and high schools to facilitate direct engagement with students and parents[8]. - The group anticipates that the business environment will take time to return to pre-COVID-19 levels, particularly due to inflation and high interest rates affecting the economy[10]. - The group remains confident that its performance will improve once external factors stabilize, despite ongoing challenges from the COVID-19 pandemic and global economic conditions[10]. Financial Position - The company reported a total equity of HKD 72,175,000 as of December 31, 2022, down from HKD 77,883,000 as of December 31, 2021, representing a decrease of approximately 7.3%[24]. - The company held financial assets valued at approximately HKD 8.5 million as of December 31, 2022, with a unit price of AUD 7.04[46]. - The company has no significant unrecognized deferred tax assets or liabilities as of December 31, 2022[41]. Governance and Compliance - The company has established an audit committee to oversee financial reporting and internal controls, enhancing governance practices[59]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial results for the nine months ending December 31, 2022, ensuring compliance with applicable accounting standards[59]. - The company has adhered to all applicable provisions of the corporate governance code as per GEM Listing Rules Appendix 15[53]. - The company confirmed compliance with the minimum public float requirement of 25%[55]. - There are no competing interests reported by major shareholders or directors in businesses that directly or indirectly compete with the company's operations[56]. Shareholder Information - As of December 31, 2022, the major shareholder, Hong Yong, holds 892,710,000 shares, representing 51% of the total shares[51]. - The weighted average number of ordinary shares for the nine months ended December 31, 2022, was 1,750,400,000 shares, unchanged from the previous year[43]. - The company has a beneficial owner, Mr. Zhong, who holds 1 share with a 100% beneficial ownership[50]. Other Financial Information - The company reported financing costs of HKD 138,000 for the nine months ended December 31, 2022, compared to HKD 120,000 in the same period of 2021, indicating an increase of 15%[37]. - Bank interest income increased significantly to HKD 609,000 for the nine months ended December 31, 2022, compared to HKD 195,000 in the same period of 2021, reflecting a growth of approximately 212.3%[36]. - The company did not declare an interim dividend for the nine months ended December 31, 2022, consistent with the previous year[42]. - The company has not applied any new or revised standards that have not yet come into effect, and is currently assessing their potential impact on its financial performance[29]. - No significant events affecting the company occurred after December 31, 2022, up to the report date[47]. - No stock options have been granted under the stock option plan adopted on January 17, 2017, and there are no unexercised stock options as of December 31, 2022[57].

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。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概 不就因本報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。 本報告的資料乃遵照《GEM證券上市規則》（「GEM上市規則」）而刊載，旨在提供有關大地教育控股有限公司（「本公司」）（連 同其附屬公司統稱「本集團」）的資料；本公司的董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。各董事在 作出一切合理查詢後，確認就其所知及所信，本報告所載資料在所有重要方面均屬準確完備，並無誤導或欺詐成分，且 並無遺漏任何其他事項，致使本報告所載任何陳述產生誤導。 目 錄 附註： 本年報以中英文版編製。倘 ...