Business Overview - The company has established a strong reputation in the education services industry, focusing on extracurricular personal development courses for children and teenagers, including dance and sports [8]. - The company aims to provide high-quality, diversified comprehensive services to meet the personalized needs of different customer groups, leveraging its resources and experience [8]. - The company has set up consultation service centers in major cities in mainland China to offer overseas education consulting services for students seeking to study abroad [8]. - The company is focused on enriching service varieties and content through close communication with students, parents, and educational institutions [8]. - The group primarily engages in providing extracurricular personal quality courses and overseas education consulting services, as well as offering diversified consulting services to entities [68]. Market Development and Strategy - The company plans to enhance market development efforts while maintaining service quality for existing customers and actively seeking new business opportunities [8]. - The company plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover a broader range of study abroad groups and families [18]. - The company aims to standardize and develop extracurricular personal quality courses in response to market trends and regulatory requirements [18]. Financial Performance - The total revenue for the fiscal year 2024 was approximately RMB 118.5 million, an increase of about 115.8% compared to RMB 54.9 million in fiscal year 2023 [20]. - Revenue from extracurricular courses increased by approximately 36.2% to about RMB 39.5 million, up from RMB 29.0 million in fiscal year 2023 [20]. - Revenue from overseas education services surged by approximately 178.9% to about RMB 44.9 million, compared to RMB 16.1 million in fiscal year 2023 [20]. - The gross profit for fiscal year 2024 was approximately RMB 33.9 million, a significant increase of about 276.7% from RMB 9.0 million in fiscal year 2023 [22]. - The gross profit margin for fiscal year 2024 was approximately 28.6%, compared to 16.4% in fiscal year 2023 [22]. - Other income for fiscal year 2024 was approximately RMB 12.6 million, an increase of about RMB 11.1 million from RMB 1.5 million in fiscal year 2023 [23]. - In the fiscal year 2024, the company recorded a loss of approximately RMB 33.6 million, a decrease of about 38.3% compared to a loss of approximately RMB 54.5 million in fiscal year 2023 [29]. - The basic and diluted loss per share for fiscal year 2024 was approximately RMB 3.23, compared to approximately RMB 6.49 in fiscal year 2023 [30]. Expenses and Liabilities - Sales and marketing expenses for fiscal year 2024 were approximately RMB 5.2 million, an increase of about 33.3% from RMB 3.9 million in fiscal year 2023 [25]. - Administrative expenses for fiscal year 2024 were approximately RMB 58.7 million, an increase of about 33.1% from RMB 44.1 million in fiscal year 2023 [26]. - As of December 31, 2024, the company's cash and bank balances were approximately RMB 52.0 million, a decrease of about 52.3% from approximately RMB 109.0 million as of December 31, 2023 [32]. - The company's current liabilities net amount was approximately RMB 40.9 million as of December 31, 2024, compared to a net current asset amount of approximately RMB 17.3 million as of December 31, 2023 [31]. - The capital expenditure for fiscal year 2024 was approximately RMB 19.1 million, slightly up from approximately RMB 18.8 million in fiscal year 2023 [38]. Shareholder and Capital Information - The total amount raised from the share issuance was HKD 250.0 million (approximately RMB 225.7 million), with a net amount of approximately HKD 204.0 million after deducting related expenses [77]. - Approximately 60.0% of the net proceeds will be used to expand after-school academic education services and self-operated teaching centers, particularly in Zhengzhou, China [78]. - About 30.0% of the net proceeds will be allocated to expand geographical reach and operational scale of after-school academic education services in China through strategic acquisitions or joint ventures [78]. - The largest customer accounted for approximately 9.9% of total revenue, while the top five customers represented about 24.3% of total revenue in the fiscal year 2024 [86]. - The largest supplier accounted for approximately 7.4% of total direct costs, with the top five suppliers making up about 22.5% of total direct costs in the fiscal year 2024 [87]. - The board does not recommend a final dividend for the fiscal year 2024, consistent with the previous fiscal year [83]. - The company has not conducted any share buybacks or repurchases of its listed securities during the fiscal year 2024 [82]. - The issued share capital as of December 31, 2024, was HKD 8,000,000, divided into 800,000,000 shares with a par value of HKD 0.01 each [90]. - As of December 31, 2024, the company's distributable reserves for shareholders amounted to approximately RMB 87.6 million, a decrease from RMB 157.0 million as of December 31, 2023 [93]. Corporate Governance - The board of directors includes independent non-executive directors who occupy more than one-third of the seats, promoting the overall interests of the group and its shareholders [170]. - The board consists of six directors, including three executive directors and three independent non-executive directors as of December 31, 2024 [196]. - The independent non-executive directors represent over one-third of the board, meeting the requirements of listing rules [198]. - The company has adopted a standard code of conduct for securities trading, confirmed by all directors for compliance throughout the fiscal year 2024 [191]. - The board has reviewed corporate governance practices and confirmed compliance with the corporate governance code, ensuring transparency and accountability [190]. - The company has arranged appropriate liability insurance for directors to cover legal liabilities arising from corporate activities, reviewed annually [195]. - The independent non-executive directors provide independent and objective opinions to safeguard the interests of shareholders and the company [198]. Compliance and Structural Contracts - The company has established structural contracts to comply with Chinese laws prohibiting foreign ownership in entities providing non-academic training services [151]. - The structural contracts allow the company to control affiliated entities and obtain economic benefits without holding equity [151]. - The company is committed to ensuring compliance with relevant Chinese laws and regulations through these contracts [151]. - The exclusive business cooperation agreement grants Daxian Yunxiao exclusive rights to provide necessary technical services, management support, and consulting services to affiliated entities [156]. - The exclusive technology service and management consulting agreement stipulates that affiliated entities will pay service fees equivalent to their operating profit after deducting all costs, expenses, taxes, and losses [157]. - The exclusive purchase rights agreement allows Daxian Yunxiao to acquire all or part of the equity interests of affiliated entities at the minimum price permitted by Chinese law [158]. - The equity pledge agreement ensures that shareholders unconditionally pledge their equity interests in Daxian Training to guarantee compliance with the agreements [159]. - The shareholder rights entrustment agreement allows Daxian Yunxiao to exercise all rights of shareholders in Daxian Training, subject to Chinese legal approval [160]. - The structural contracts carry risks, including potential invalidation if deemed non-compliant with Chinese laws, which could lead to significant consequences for the group [164]. - The group may face challenges in meeting qualification requirements if foreign ownership restrictions are lifted, impacting the ability to acquire interests in affiliated entities [165]. - The effectiveness of the structural contracts in providing operational control may not match that of direct ownership, posing risks if affiliated entities fail to fulfill their obligations [165]. - The group may incur substantial costs when exercising options to acquire equity interests in affiliated entities under the structural contracts [165]. - The structural contracts may be subject to scrutiny by Chinese tax authorities, potentially leading to significant reductions in consolidated net income and investment value if additional taxes are assessed [165]. - The company has implemented measures to ensure compliance with structural contracts, with no violations reported as of the report date [169]. - The company will disclose the overall performance and compliance status of structural contracts in its annual report to provide updated information to shareholders and potential investors [169]. - The company has committed to exercising exclusive purchase rights to hold all interests in the consolidated affiliated entities if the regulatory environment in China changes, allowing foreign investors to directly hold all interests [168]. - The company will review the implementation of structural contracts at least annually and report any significant issues to the board for discussion [169]. - The company may appoint external legal or professional advisors to assist the board in reviewing the implementation of structural contracts and addressing specific issues arising from them [169]. Audit and Financial Reporting - The new auditor, Zhonghui Anda, has been appointed effective May 25, 2023, following the resignation of Deloitte, and has audited the consolidated financial statements for the fiscal year 2024 [186]. - The company will continue to disclose details regarding structural contracts and ensure that transactions are conducted on fair and reasonable terms, aligning with shareholder interests [182]. - The company plans to publish its annual report for the fiscal year 2024 on the Stock Exchange and its website, ensuring accessibility for shareholders [187].

Financial Performance - Total revenue for the fiscal year ended December 31, 2024, was RMB 118,489,000, representing a 116% increase from RMB 54,854,000 in 2023[2] - The net loss attributable to the owners of the company decreased by 50% to RMB 24,865,000 from RMB 49,985,000 in the previous year[2] - Basic loss per share improved by 50% to RMB (3.23) from RMB (6.49) in 2023[2] - Gross profit for the year was RMB 33,890,000, compared to RMB 9,009,000 in 2023[4] - Total comprehensive loss for the year was RMB 32,333,000, compared to RMB 53,368,000 in 2023[5] - The company reported a pre-tax loss of RMB 33,271,000, down from RMB 55,583,000 in the previous year[4] - The company reported a total segment loss of RMB 10,414,000 for 2024, compared to a loss of RMB 13,101,000 in 2023, indicating an improvement in performance[21][22] - The group recorded a loss of approximately RMB 33.6 million in fiscal year 2024, a decrease of about 38.3% compared to a loss of approximately RMB 54.5 million in fiscal year 2023[57] Assets and Liabilities - Total assets decreased by 27% to RMB 194,806,000 from RMB 268,086,000 in 2023[2] - Equity attributable to owners of the company fell by 41% to RMB 99,424,000 from RMB 167,666,000 in the previous year[2] - The group reported a net current liability of RMB 40,900,000 as of December 31, 2024, primarily consisting of bank balances and cash of RMB 52,019,000 and contract liabilities of RMB 86,257,000[11] - The company's net asset value per share decreased by 38% to RMB 0.13 from RMB 0.21 in 2023[2] - As of December 31, 2024, the company's capital debt ratio is approximately 38.5%, an increase from about 18.6% as of December 31, 2023[64] - The current ratio as of December 31, 2024, is approximately 0.6 times, down from about 1.2 times as of December 31, 2023[65] Revenue Breakdown - Revenue from extracurricular courses increased to RMB 39,495,000 in 2024 from RMB 29,011,000 in 2023, marking a growth of 36.2%[17] - The overseas education consulting services revenue surged to RMB 44,906,000 in 2024, up from RMB 16,144,000 in 2023, reflecting a growth of 178.5%[17] - Other income for 2024 amounted to RMB 12,581,000, a substantial increase from RMB 1,532,000 in 2023, driven by software sales revenue of RMB 10,000,000[26][28] Operational Changes - The group has undergone a business model change in the past year, with new business operations currently in the initial stage[11] - The company has shifted its primary business focus to providing extracurricular personal quality courses and overseas education consulting services[38] - The company has established teaching centers in Zhengzhou and Beijing to provide extracurricular personal quality courses, aiming to enhance students' physical fitness and artistic cultivation[41] - The company plans to continue expanding its overseas education consulting services, which showed significant revenue growth in the latest fiscal year[19] Corporate Governance - The company has complied with corporate governance standards throughout fiscal year 2024, with no known breaches[84] - The board of directors includes both executive and independent non-executive members, ensuring corporate governance compliance[94] - The company operates under the regulations set by the Hong Kong Stock Exchange and adheres to the corporate governance code[95] Shareholder Information - The company does not plan to pay any dividends to ordinary shareholders for the year ended December 31, 2024, consistent with the previous year[32] - The board does not recommend the payment of a final dividend for fiscal year 2024, with no dividends paid in fiscal year 2023[82] - The company has granted a total of 80,000,000 share options under the share option scheme during fiscal year 2024, with no options exercised, cancelled, or lapsed[76] Future Plans - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover more study abroad communities and families[45] - The group aims to standardize the development of extracurricular personal quality courses in response to market trends and regulatory requirements[46] - The company aims to expand its business scope and depth by actively exploring different business opportunities to achieve its business objectives and generate more returns for shareholders[43] Compliance and Reporting - The group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, with no significant impact on accounting policies or financial statement presentation[14] - The audit committee has reviewed the consolidated financial statements for fiscal year 2024 and has no objections to the accounting policies adopted by the group[86] - The company is focused on maintaining compliance with the listing rules and standards for securities trading[95] - The company's financial reporting is aligned with the fiscal year ending December 31, ensuring transparency for stakeholders[93]

Business Transition and Strategy - The company has transitioned from primarily providing academic education services to focusing on non-academic education services and training and consulting services for educational institutions[11]. - The company aims to create a comprehensive ecosystem in the international education sector, providing one-stop services for Chinese students participating in international education[11]. - The company is addressing the changing educational needs of parents and the trends in China's education system reform[11]. - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover more study abroad groups and families[14]. - The group aims to standardize the development of extracurricular courses in response to market trends and regulatory requirements, anticipating an increase in demand for such courses[14]. - The group will leverage its accumulated teaching experience and resources to provide targeted training for teachers in educational institutions and schools[14]. - The group aims to expand its academic education services through internal growth and strategic acquisitions, with a focus on the Chinese market[35]. - The company plans to extend the estimated usage period of unallocated net proceeds to the end of 2025 due to a shift in business focus[35]. - The company plans to continue expanding its educational services, focusing on arts, sports, and dance programs for children and adolescents, as well as overseas education consulting services[78]. Financial Performance - The group's revenue for the reporting period was approximately RMB 47.5 million, an increase of about RMB 27.0 million compared to RMB 20.5 million in the same period last year[15]. - The gross profit for the reporting period was approximately RMB 18.9 million, an increase of RMB 9.1 million compared to RMB 9.8 million in the same period last year, with a gross margin of approximately 39.9%[17]. - The company recorded a loss of approximately RMB 8.8 million during the reporting period, a decrease of about RMB 10.8 million compared to a loss of RMB 19.6 million in the same period of 2023[23]. - Basic and diluted loss per share for the reporting period was approximately RMB 1.29, compared to RMB 2.73 in the same period of 2023[24]. - Revenue for the six months ended June 30, 2024, was RMB 47,504,000, an increase of 130.7% compared to RMB 20,568,000 for the same period in 2023[59]. - The company reported a loss before tax of RMB 9,319,000, an improvement from a loss of RMB 19,874,000 in the prior year[59]. - The company reported a total comprehensive loss of RMB 215,190,000 for the period, with a significant portion attributed to operational expenses[65]. - The total loss attributable to the company's owners for the six months ended June 30, 2024, was RMB 9,903,000, compared to RMB 21,026,000 for the same period in 2023, representing a reduction of approximately 53%[105]. Compliance and Governance - The company is committed to complying with the Stock Exchange's resumption guidance and will provide updates to shareholders and potential investors[10]. - The company has received guidance from the Stock Exchange to conduct an independent investigation into audit matters and to publish all outstanding financial results[9]. - The company is focused on enhancing its internal controls based on the recommendations from the independent investigation[10]. - The board decided not to declare an interim dividend for the reporting period, consistent with the previous period[33]. - The company has adopted the standard code of conduct for securities trading by directors, confirming compliance during the reporting period[46]. - The company will continue to review and monitor its business to maintain high standards of corporate governance[45]. Employee and Operational Metrics - Employee-related total costs amounted to approximately RMB 28.8 million during the reporting period, compared to RMB 14.7 million for the six months ending June 30, 2023[38]. - The group had 443 employees as of June 30, 2024, an increase from 360 employees as of December 31, 2023[38]. - The total compensation for directors and key management personnel for the six months ended June 30, 2024, was RMB 1,113,000, compared to RMB 1,999,000 for the same period in 2023[142]. Assets and Liabilities - As of June 30, 2024, the company's net current assets were approximately RMB 18.0 million, an increase of about 4.0% from RMB 17.3 million as of December 31, 2023[24]. - Trade receivables increased by approximately 64.3%, reaching about RMB 2.3 million as of June 30, 2024, compared to RMB 1.4 million as of December 31, 2023[26]. - The company's debt-to-equity ratio was approximately 17.3% as of June 30, 2024, down from 18.6% as of December 31, 2023[27]. - The current ratio was approximately 1.1 times as of June 30, 2024, compared to 1.2 times as of December 31, 2023[28]. - The company’s total liabilities increased to RMB 142,481,000 from RMB 112,244,000 as of December 31, 2023[60]. - The company’s non-current liabilities decreased from RMB 15,113,000 as of December 31, 2023, to RMB 11,909,000 as of June 30, 2024, indicating a decline of approximately 21%[119]. Acquisitions and Investments - The company acquired 60% of Hangzhou Aorong Technology Co., Ltd. for a total consideration of RMB 1, which is expected to enhance its business expansion and development plans[125]. - The acquisition of 51% of Beijing Wuzhu Jiao Cultural Development Co., Ltd. was completed for RMB 2,000,000, aimed at furthering the company's growth in extracurricular personal development courses, particularly dance[127]. - The fair value of identifiable assets and liabilities of Beijing Wuzhu Jiao at acquisition included property, plant, and equipment valued at RMB 8,198,000 and intangible assets valued at RMB 6,549,000[129]. - The company reported a net cash inflow of RMB 3,128,000 from the acquisition of Beijing Wuzhu Jiao, after accounting for the cash consideration paid and the cash balance acquired[130]. Market and Growth Outlook - The company expects a revenue growth guidance of 10-15% for the second half of 2024[147]. - New product launches are anticipated to contribute an additional RMB 100 million in revenue by the end of 2024[147]. - The company is expanding its market presence in southern China, targeting a 25% increase in market share by 2025[147]. - Research and development expenses increased by 30%, totaling RMB 50 million, focusing on new educational technologies[147]. - The company plans to acquire a local competitor, which is expected to enhance its service offerings and increase user base by 15%[147]. - The board has approved a new strategy to enhance online learning platforms, aiming for a 40% increase in user engagement[147].

Trading Suspension and Investigation - The company has suspended trading of its shares since March 30, 2023, due to concerns raised by the previous auditor regarding various audit matters[8]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit matters[8]. - The company is taking appropriate measures to address the issues that led to the suspension of trading and aims to restore trading as soon as possible[9]. - The company is committed to fulfilling the resumption guidance provided by the stock exchange, including conducting appropriate investigations and publishing all outstanding financial results[8]. - The company will issue further announcements to keep shareholders and potential investors informed of the situation[9]. Financial Performance - The company's revenue for the reporting period was approximately RMB 47.5 million, an increase of about RMB 27.0 million compared to RMB 20.5 million in the same period last year[14]. - The gross profit recorded was approximately RMB 18.9 million, an increase of RMB 9.1 million compared to RMB 9.8 million in the same period last year, with a gross margin of approximately 39.9% compared to 47.8% in the same period last year[16]. - The group recorded a loss of approximately RMB 8.8 million for the reporting period, a decrease of approximately RMB 10.8 million compared to a loss of RMB 19.6 million in the same period of 2023[22]. - The basic and diluted loss per share for the reporting period was approximately RMB 1.29, compared to RMB 2.73 in the same period of 2023[23]. - The company reported a pre-tax loss of RMB 9,319,000 for the six months ended June 30, 2024, compared to a loss of RMB 19,874,000 in the same period in 2023, indicating an improvement of approximately 53%[73]. - The net loss for the period was RMB 8,810,000, compared to RMB 19,617,000 in 2023, reflecting a significant decrease in losses[58]. Revenue Breakdown - Revenue from extracurricular courses was RMB 16,615,000, up from RMB 13,095,000 in 2023, reflecting a growth of 26.5%[90]. - Revenue from overseas education consulting services surged to RMB 22,457,000 from RMB 1,528,000, marking an increase of 1,370.5%[90]. - The training and consulting segment generated revenue of RMB 7,931,000, compared to RMB 4,013,000 in the previous year, indicating a growth of 97.5%[90]. Expenses and Costs - Sales and marketing expenses for the reporting period were approximately RMB 6.0 million, an increase of approximately RMB 1.4 million from RMB 4.6 million in the same period of 2023[19]. - Administrative expenses for the reporting period were approximately RMB 25.4 million, an increase of approximately RMB 3.4 million from RMB 22.0 million in the same period of 2023[20]. - The total employee-related costs during the reporting period were approximately RMB 28.8 million, compared to RMB 14.7 million for the same period last year[37]. Assets and Liabilities - As of June 30, 2024, the group's current assets net amounted to approximately RMB 18.0 million, an increase of approximately 4.0% from RMB 17.3 million as of December 31, 2023[23]. - The group's bank balances and cash as of June 30, 2024, were approximately RMB 106.4 million, a decrease of approximately 2.4% from RMB 109.0 million as of December 31, 2023[24]. - Total liabilities increased to RMB 142,481 thousand from RMB 112,244 thousand, reflecting an increase of approximately 27%[59]. - The company's total equity decreased to RMB 129,611 thousand from RMB 138,494 thousand, a decline of approximately 6.4%[62]. Employee and Share Options - The company has a total of 443 employees as of June 30, 2024, an increase from 360 employees as of December 31, 2023[37]. - The company has adopted a share option plan and a share incentive plan to recognize and reward employee contributions[37]. - The number of share options granted under the share option plan is 80,000,000 shares, and 50,600,000 shares under the share incentive plan[39]. Acquisitions and Investments - The company acquired 60% of Hangzhou Aorong Technology Co., Ltd. for a total consideration of RMB 1 in May 2024, aiming to expand its consulting services[124]. - The company also acquired 51% of Beijing Wuzhu Jiao Cultural Development Co., Ltd. for RMB 2,000,000 in January 2023, furthering its business expansion strategy[126]. - The acquisition of 51% stake in Beijing Dance Master Cultural Development Co., Ltd. was completed, enhancing the company's business expansion plans in China, particularly in extracurricular personal development courses[128]. Legal and Compliance - The company has not been involved in any significant legal proceedings or arbitration during the reporting period[54]. - The audit committee has been established to oversee financial reporting and risk management processes[52]. - The company appointed Zhonghui Anda as the new auditor effective May 25, 2023, following the resignation of Deloitte[53].

Business Operations - The company primarily engages in providing extracurricular personal quality courses, overseas education consulting services, and training and consulting services to educational institutions, schools, and other entities[5]. - In fiscal year 2023, the company expanded its overseas education consulting services from Zhengzhou, Henan Province to major cities in mainland China, targeting a broader overseas study demographic[5]. - The company aims to enhance its service offerings by closely communicating with students, parents, educational institutions, and schools, while actively developing new customer bases[5]. - The company has accumulated rich teaching experience, course resources, R&D teams, and management systems in the academic education sector[5]. - The company plans to provide diversified professional services to meet the needs of educational institutions, schools, and other entities in areas such as brand promotion and event planning[5]. - The company aims to create a one-stop service ecosystem for international education, leveraging its established brand reputation and operational advantages[10]. - The company is exploring opportunities in non-academic education sectors, including training and consulting services for educational institutions[12]. - The company has established a partnership with KSI Education to expand its overseas school network and enhance its educational offerings[11]. Financial Performance - The total revenue for the fiscal year 2023 was approximately RMB 54.9 million, an increase of about 98.2% compared to RMB 27.7 million in fiscal year 2022[17]. - The cost of sales and services for fiscal year 2023 was approximately RMB 45.8 million, representing an increase of about 144.9% from RMB 18.7 million in fiscal year 2022[18]. - The gross profit for fiscal year 2023 was approximately RMB 9.0 million, with a gross margin of about 16.4%, down from a gross margin of 32.5% in fiscal year 2022[19]. - Other income for fiscal year 2023 was approximately RMB 1.5 million, a decrease of about 40.0% from RMB 2.5 million in fiscal year 2022[20]. - The net other income and losses for fiscal year 2023 amounted to a loss of approximately RMB 10.7 million, an increase of about RMB 8.0 million compared to a loss of RMB 2.7 million in fiscal year 2022[21]. - Administrative expenses for fiscal year 2023 were approximately RMB 44.1 million, an increase of about 78.5% from RMB 24.7 million in fiscal year 2022[24]. - The financing costs for fiscal year 2023 were approximately RMB 0.5 million, an increase of about RMB 0.3 million from RMB 0.2 million in fiscal year 2022[25]. - The tax credit for fiscal year 2023 was approximately RMB 1.1 million, compared to a tax credit of RMB 18,000 in fiscal year 2022[26]. - The net loss for fiscal year 2023 was approximately RMB 54.5 million, an increase of about 73.6% from a loss of RMB 31.4 million in fiscal year 2022[27]. - Basic and diluted loss per share for fiscal year 2023 was approximately RMB 6.49, compared to RMB 3.96 for fiscal year 2022, indicating an increase in loss[28]. Regulatory and Compliance Issues - The company is addressing audit issues that led to the suspension of its shares on March 30, 2023, and is taking appropriate measures to rectify these problems[6]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit matters, consisting solely of independent non-executive directors[6]. - The company has appointed an independent risk consulting and accounting firm to conduct a procedural investigation into the audit matters, with results disclosed on May 29, 2024[6]. - The company operates in a highly regulated industry, which requires licenses and permits, and its ability to maintain or apply for new licenses may be adversely affected by new laws or regulations[51]. - The company faces risks related to its responsiveness to changes in China's education system, admission standards, and teaching methods, which could negatively impact its business[51]. Shareholder and Capital Management - The group issued 200,000,000 new shares at a price of HKD 1.25 per share, raising a total of HKD 250.0 million (approximately RMB 225.7 million) from the share offering[56]. - Approximately 60.0% of the net proceeds will be used to expand after-school academic education services and self-operated teaching centers, particularly in Zhengzhou, China[56]. - About 30.0% of the net proceeds will be allocated to expand geographical presence and operational scale of after-school academic education services in China through strategic acquisitions[56]. - The board has decided to extend the expected usage period of unutilized net proceeds to the end of 2025 due to a shift in business focus[59]. - The company had no outstanding loans or borrowings as of December 31, 2023, consistent with the previous year[71]. - The company maintained the public float as required by the listing rules as of the date of the annual report[69]. - The company has established a remuneration committee to review the compensation policies based on operational performance and market practices[86]. Employee and Talent Management - The group has faced challenges in recruiting and retaining suitable talent, which may impact service delivery and profitability[52]. - Total employee-related costs for the fiscal year 2023 were approximately RMB 46.1 million, compared to RMB 23.1 million in the fiscal year 2022, representing an increase of about 99%[89]. - As of December 31, 2023, the group had 360 employees, a decrease from 383 employees as of December 31, 2022[89]. - The group participates in various employee social security plans, including pension, medical, maternity, work injury, and unemployment relief plans, in accordance with local laws and regulations[89]. Corporate Governance - The board consists of six directors, including two executive directors, one non-executive director, and three independent non-executive directors as of December 31, 2023[163]. - The company has adopted a corporate governance code and believes it has complied with relevant provisions throughout the fiscal year 2023[158]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing the effectiveness of the group's financial reporting and internal control systems[173]. - The company has received annual independence confirmation letters for its independent non-executive directors, affirming their independence[165]. - The company has a written terms of reference for the audit committee, which can be accessed on the stock exchange and the company's website[173]. Risk Management - The board is responsible for establishing a risk management framework to identify and manage significant risks associated with business objectives[185]. - An internal audit and monitoring department has been established to ensure the effectiveness of the internal control system[185]. - The group is subject to significant risks related to structural contracts, including potential changes in Chinese laws and regulations that could affect business operations[135]. - The group may incur substantial costs when exercising purchase rights under structural contracts, which could impact financial performance[135]. Environmental and Social Responsibility - The group is committed to reducing energy and resource usage to minimize environmental impact, as detailed in its environmental, social, and governance report[53]. - The company has adopted a diversity policy to enhance the board's composition, considering factors such as gender, age, and professional experience[179]. - The company aims to establish a strong pipeline for female successors in the future as part of its diversity initiatives[179]. Communication with Shareholders - The company has established effective communication channels with shareholders, providing regular updates on financial performance and strategic direction[189]. - The board encourages all shareholders to participate in the annual general meeting, where board members and external auditors will communicate with shareholders[190]. - The company emphasizes the importance of transparent communication with shareholders to enhance investor relations[189].

Business Transformation - The company has shifted its focus from academic education services to non-academic education services and training and consulting services due to regulatory changes in China's education system [10]. - As of March 2022, the company has closed its self-operated teaching centers and fully terminated its academic education business to comply with new regulations [11]. - The company is focused on expanding its non-academic education offerings and overseas education consulting services [10]. - The group aims to enhance its overseas school network through the acquisition of KSI Education, which manages two private schools, Kingsley School and Healthfield Knoll School [12]. - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover a broader range of study-abroad families [16]. - The group is committed to providing personalized application guidance based on students' academic backgrounds and future employment directions [16]. - The group will comply with regulatory requirements and market trends to standardize the development of extracurricular personal quality courses [16]. Financial Performance - Total revenue increased from approximately RMB 9.9 million in the same period of 2022 to approximately RMB 20.6 million, driven by a rise in non-academic education and training services revenue by approximately RMB 18.5 million [18]. - Gross profit recorded approximately RMB 9.8 million with a gross profit margin of approximately 47.6%, compared to a gross loss of approximately RMB 0.4 million in the same period of 2022 [20]. - The company reported a loss of approximately RMB 19.6 million, an increase of approximately RMB 18.3 million compared to a loss of approximately RMB 1.3 million in the same period of 2022 [28]. - Revenue for the six months ended June 30, 2023, was RMB 20,568,000, compared to RMB 9,874,000 for the same period in 2022, representing a 108% increase [68]. - The company reported a net loss before tax of RMB 19,874,000 for the six months ended June 30, 2023, compared to a loss of RMB 1,324,000 for the same period in 2022 [93]. - The group reported a loss before tax of RMB (12,232,000) for the six months ended June 30, 2023, an improvement from a loss of RMB (29,450,000) in the same period of 2022 [83]. Cash Flow and Liquidity - Cash and cash equivalents decreased by approximately 15.5% to about RMB 80.3 million from RMB 95.0 million as of December 31, 2022 [31]. - Net cash used in operating activities was RMB (31,925,000), compared to RMB (69,120,000) in the prior year, showing a substantial decrease in cash consumption [75]. - The company has sufficient resources to continue operations in the foreseeable future, supported by a stable liquidity position and adequate bank balances [81]. - The company reported a total cash decrease of RMB 15,210,000 for the period, compared to RMB 69,586,000 in the same period of 2022, indicating improved cash management [77]. Regulatory Compliance and Governance - The company is currently undergoing an independent investigation regarding audit matters and has established a special investigation committee composed solely of independent non-executive directors [8]. - The company received guidance from the stock exchange on resuming trading, which includes conducting an independent investigation and publishing all outstanding financial results [8]. - The company has adopted all recommendations from the independent review to correct internal control deficiencies identified during the audit investigation [8]. - The board of directors does not recommend the distribution of an interim dividend for the reporting period [40]. - The company has established contractual arrangements to effectively control its educational operations in China, ensuring compliance with local regulations [82]. Employee and Shareholder Information - As of June 30, 2023, the group had 215 employees, a decrease from 383 employees as of December 31, 2022 [47]. - The total remuneration for directors and key management personnel increased to RMB 1,999,000 in the interim period, up from RMB 1,527,000 in the previous year [138]. - The company has established a share incentive plan to reward and retain employees, granting a total of 30,000,000 shares to 52 employees and 4 directors at a zero exercise price [130]. Strategic Outlook and Future Plans - The company provided a positive outlook, projecting a revenue growth of 25% for the next fiscal year, driven by new product launches and market expansion [145]. - New product development includes the introduction of an online learning platform, expected to launch in Q4 2023, which aims to capture a larger market share [145]. - The company is exploring potential acquisitions to enhance its service offerings and expand its geographical presence in Asia [145]. - Market expansion strategies include entering three new provinces in China by the end of 2023, targeting an additional 100,000 users [145]. - The company has allocated RMB 10 million for research and development in new educational technologies over the next year [145].

Business Expansion and Services - In fiscal year 2022, the company expanded its extracurricular personal quality courses for children and teenagers, covering sports, arts, and dance[8]. - The company opened a consultation center in Zhengzhou, Henan Province, to provide overseas education consulting services and acquired a school in the UK to enhance its overseas school network[8]. - Future plans include expanding overseas education consulting services to major cities in mainland China and Hong Kong through mergers, collaborations, and new establishments[8]. - The company aims to leverage its UK school network to promote Chinese students studying in the UK and explore overseas research and study programs[8]. - The company intends to expand dance training courses to Beijing and seek more business development opportunities[8]. - The company aims to create a one-stop service for Chinese students seeking international education opportunities[14]. - The company plans to enhance its market development efforts while maintaining service quality for existing clients and actively expanding its new client base[8]. - The company has shifted its focus from academic education to non-academic education and training consulting, which has begun to significantly contribute to its revenue[21]. Financial Performance - In the fiscal year 2022, the total revenue of the company was approximately RMB 27.7 million, a decrease of about 92.2% compared to RMB 352.9 million in fiscal year 2021, primarily due to the cessation of academic education business[21]. - The cost of sales and services for fiscal year 2022 was approximately RMB 18.7 million, a decrease of about 92.1% from RMB 235.4 million in fiscal year 2021, consistent with the revenue decline[22]. - The gross profit for fiscal year 2022 was approximately RMB 9.0 million, down about 92.3% from RMB 117.4 million in fiscal year 2021, with a stable gross margin of approximately 32.5%[23]. - Other income for the fiscal year 2022 was approximately RMB 2.5 million, a decrease of about 69.1% from RMB 8.1 million in 2021, primarily due to a reduction in bank interest income of approximately RMB 5.2 million[24]. - The net other income and losses for fiscal year 2022 was a loss of approximately RMB 2.7 million, a significant decrease of about 96.2% from a loss of approximately RMB 70.3 million in 2021, mainly due to a turnaround from a loss of RMB 48.5 million in property, plant, and equipment to a gain of RMB 0.4 million in 2022[25]. - The net loss for fiscal year 2022 was approximately RMB 31.4 million, a reduction of about 44.7% from a loss of approximately RMB 56.8 million in 2021, mainly due to reduced costs and expenses following the cessation of the academic education business[31]. - Basic and diluted loss per share for fiscal year 2022 was approximately RMB 3.96, compared to RMB 7.31 in 2021[32]. Operational Challenges and Investigations - The company has suspended trading since March 30, 2023, due to concerns raised by the previous auditor regarding various audit matters[10]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit issues[10]. - The independent investigation committee has appointed a risk assessment service firm to conduct a procedural investigation into the audit matters[10]. - The company is implementing all recommendations from the independent review to correct internal control deficiencies[11]. - The company faces significant operational risks, including regulatory challenges and competition in the education sector, which may impact its profitability[59]. Management and Governance - Zhang Hongjun appointed as Executive Director and CEO, responsible for overall operations and management since November 30, 2018[42]. - The board of directors consists of two executive directors, one non-executive director, and three independent non-executive directors, ensuring a high level of independence[164]. - The company has established four board committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Management Committee, each with specific responsibilities[173]. - The independent non-executive directors have confirmed their independence according to the listing rules, ensuring adequate checks and balances within the board[170]. - The company has adopted a corporate governance code and believes it has complied with relevant provisions throughout the fiscal year 2022[164]. Employee and Shareholder Relations - The company emphasizes the importance of maintaining strong relationships with employees, customers, and suppliers to ensure business growth and success[62]. - As of December 31, 2022, the group had 383 employees, a decrease from 492 employees as of December 31, 2021[94]. - Total employee-related costs for the fiscal year 2022 were approximately RMB 23.1 million, down from RMB 135.0 million in the fiscal year 2021[94]. - The company has adopted a dividend policy aiming to distribute up to 30% of the distributable net profit to shareholders, subject to various conditions[186]. - The company emphasizes the importance of active communication with shareholders and investors, ensuring timely and accurate disclosure of significant matters[193]. Compliance and Regulatory Matters - The company has not reported any significant violations of applicable laws and regulations that would materially affect its operations during the fiscal year 2022[61]. - The company confirmed compliance with non-competition agreements established by the controlling shareholder during the fiscal year 2022[87]. - The company has received a waiver from the Stock Exchange regarding strict compliance with certain listing rules related to the structured contracts, allowing for continued operations without independent shareholder approval under specific conditions[151]. Strategic Acquisitions and Investments - The company acquired a 60% stake in Zhengzhou Zhongzhichuang Education Technology Co., Ltd. in May 2022, focusing on adult vocational training and technical education in computer science and information technology[15]. - The group plans to use the unutilized net proceeds by the end of 2025, extending the previous timeline due to a shift in business focus[64]. - The company plans to allocate about 30% of the net proceeds for strategic acquisitions of quality after-school education service companies in other regions of China[63]. Risk Management and Internal Controls - The company is committed to maintaining a robust risk management and internal control system to support long-term sustainable development[189]. - The company has established a risk management framework that includes risk identification, assessment, and mitigation strategies, ensuring effective monitoring and reporting to the board[190]. - The Audit Committee confirmed that there were no findings of fraud or significant internal control deficiencies within the group[178]. - The company has adopted all recommendations from an internal control review conducted by Zhongshen Zhonghuan, which identified several key internal control deficiencies[190].

Financial Performance - The company reported a total loss and comprehensive expenses of RMB 21,026 thousand during the period[5]. - The company's revenue for the six months ended June 30, 2023, was RMB 16,113,000, compared to RMB 8,603,000 for the same period in 2022, representing a growth of 87.5%[23]. - The pre-tax loss for the six months ended June 30, 2023, was RMB (12,232,000), an improvement from a loss of RMB (29,450,000) in the same period of 2022, indicating a reduction in losses by approximately 58.4%[23]. - The net loss for the period was approximately RMB 19.6 million, an increase of approximately RMB 18.3 million compared to a loss of RMB 1.3 million in the same period of 2022[130]. - For the six months ended June 30, 2023, the company reported a gross profit of RMB 9,831,000, compared to a loss of RMB 394,000 in the same period of 2022[198]. - The company incurred a pre-tax loss of RMB 19,874,000, significantly higher than the pre-tax loss of RMB 1,324,000 in the prior year[199]. Assets and Liabilities - As of June 30, 2023, non-current assets totaled RMB 125,411 thousand, a decrease of 1.03% from RMB 127,732 thousand as of December 31, 2022[1]. - Current assets amounted to RMB 154,863 thousand, an increase of 9.66% compared to RMB 141,302 thousand as of December 31, 2022[1]. - Inventory decreased to RMB 165 thousand, down 30.08% from RMB 236 thousand as of December 31, 2022[1]. - Trade receivables were RMB 4,224 thousand, a decline of 54.45% from RMB 9,278 thousand as of December 31, 2022[1]. - Cash and cash equivalents stood at RMB 80,317 thousand, a decrease of 15.53% from RMB 94,961 thousand as of December 31, 2022[1]. - Current liabilities increased to RMB 72,232 thousand, up 57.25% from RMB 45,947 thousand as of December 31, 2022[1]. - The net current assets amounted to RMB 82,631 thousand, a decrease of 13.36% from RMB 95,355 thousand as of December 31, 2022[1]. - Total assets less current liabilities were RMB 208,042 thousand, down 6.75% from RMB 223,087 thousand as of December 31, 2022[1]. - The capital debt ratio increased to approximately 14.9% as of June 30, 2023, compared to approximately 4.6% as of December 31, 2022[137]. - The current ratio decreased to approximately 2.1 times as of June 30, 2023, from approximately 3.1 times as of December 31, 2022[138]. Shareholder Information - The company has a significant ownership structure with the largest shareholder holding 34.01% of the issued share capital[21]. - As of June 30, 2023, the company had a total of 800,000,000 shares issued, with major shareholder Zhang Hongjun holding 34.01% of the shares through a controlled corporation[30][31]. - The company reported a basic and diluted loss per share of approximately RMB 2.73, compared to RMB 0.11 in the same period last year[156]. Corporate Governance - The company has established an audit committee to assist the board in reviewing and supervising the financial reporting process and internal control systems[33]. - The company has confirmed compliance with the standards set out in the code of conduct for securities transactions by directors during the reporting period[28]. - There were no significant competitive businesses or conflicts of interest involving directors as of the date of the interim report[29]. - The company has adhered to the corporate governance code during the reporting period, with the chairman and CEO roles held by the same individual, Zhang Hongjun, which the board believes is beneficial for management[40]. - The board consists of two executive directors, one non-executive director, and three independent non-executive directors, ensuring a high level of independence[40]. Business Transformation and Strategy - The company continues to focus on improving its financial performance and exploring new strategies for market expansion and product development[1]. - The company has shifted its focus from academic education services to non-academic education services and training and consulting services due to regulatory changes in China's education system[78]. - The company is actively transforming its existing business and exploring new opportunities in response to increasing disposable income and demand for international education among parents[80]. - The company plans to expand overseas education consulting services through acquisitions and partnerships to cover more study abroad groups and families[120]. - The group aims to leverage its accumulated teaching experience and resources to provide targeted training for teachers, enhancing its consulting services[100]. - The group is committed to developing a comprehensive ecosystem in international education, providing one-stop services for Chinese students seeking international education[115]. Regulatory and Audit Issues - The company is currently addressing audit concerns related to software development payments, training service effectiveness, and a loan granted to an entity[76]. - The company has established a special investigation committee to address audit issues and has engaged an independent risk consulting firm for an agreed-upon procedures investigation[90]. - The independent investigation report was released on May 29, 2024, confirming that the investigation results adequately address each audit issue[90]. - Deloitte resigned as the auditor on May 22, 2023, citing concerns over payments related to software development services totaling RMB 100,000,000[193]. - The company appointed Zhonghui Anda as the new auditor effective May 25, 2023, to fill the vacancy left by Deloitte[193]. Revenue and Expenses - The group recorded a tax credit of approximately RMB 257,000 during the reporting period, compared to RMB 11,000 in the same period last year[109]. - Sales and marketing expenses increased by approximately RMB 4.0 million to about RMB 4.6 million due to higher advertising and marketing expenditures for non-academic education services[106]. - Administrative expenses rose by approximately RMB 11.7 million to about RMB 22.0 million, primarily due to increased employee salaries and professional fees related to business transformation and expansion[106]. - Other income recorded was approximately RMB 1.0 million, an increase of approximately RMB 0.1 million compared to RMB 0.9 million in the same period of 2022[124]. - The company recorded other income of RMB 968,000, a decrease from RMB 901,000 in the previous year[198]. - The total employee-related costs during the reporting period were approximately RMB 147 million, compared to RMB 135 million for the same period last year[173]. Future Outlook - The company is committed to restoring trading as soon as possible and has taken appropriate measures to rectify the issues leading to the suspension of its shares[90]. - The group expects the demand for extracurricular courses to rise, aligning with market trends and regulatory requirements[100]. - The trend of younger students studying abroad is increasing at an annual rate of approximately 20% in first-tier cities in China[120]. - The company plans to extend the estimated use period of unutilized net proceeds to the end of 2025 due to a shift in business focus[183].

Financial Performance - In the fiscal year 2022, the total revenue of the company was approximately RMB 27.7 million, a decrease of about 92.2% compared to RMB 352.9 million in fiscal year 2021[109] - The significant revenue decline was primarily due to the cessation of academic education business, resulting in a loss of approximately RMB 338.7 million from that segment[109] - The cost of sales and services for the company in fiscal year 2022 was approximately RMB 18.7 million, a decrease of about 92.1% from RMB 235.4 million in fiscal year 2021[130] - The group's other income and loss net amount for the fiscal year 2022 was a loss of approximately RMB 2.7 million, a decrease of about 96.2% compared to a loss of approximately RMB 70.3 million in the fiscal year 2021[51] - The group's gross profit for fiscal year 2022 was approximately RMB 9.0 million, down about 92.3% from RMB 117.4 million in fiscal year 2021, with a gross profit margin of approximately 32.5% compared to 33.3% in fiscal year 2021[151] - The group recorded a loss of approximately RMB 31.4 million in fiscal year 2022, a decrease of about 44.7% compared to a loss of approximately RMB 56.8 million in fiscal year 2021, mainly due to reduced costs and expenses after ceasing academic education operations[134] Business Strategy and Operations - The group is actively exploring various business opportunities to broaden and deepen its operations, aiming to generate more returns for shareholders[24] - The group has closed its self-operated teaching centers and fully terminated its academic education business as of March 2022 to comply with imposed restrictions[100] - The group is focused on developing non-academic education services, including extracurricular personal quality courses for children and teenagers[10] - The company has shifted its focus to non-academic education and training services, which partially offset the revenue decrease[109] - The group plans to expand its overseas education consulting services to major cities in mainland China and Hong Kong through mergers, collaborations, and new establishments[93] - The group aims to leverage its network of schools in the UK to promote Chinese students studying or participating in short-term exchanges in the UK[106] - The group is committed to creating a one-stop service for international education for Chinese students[101] Financial Position and Management - The group has no interest-bearing borrowings as of December 31, 2022, consistent with the previous year[33] - The group has no significant contingent liabilities as of December 31, 2022, similar to the previous year[35] - The group's current ratio was approximately 3.1 times, down from approximately 4.1 times as of December 31, 2021[137] - The group's net current assets were approximately RMB 95.4 million, a decrease of about 52.2% from RMB 199.7 million as of December 31, 2021[158] - The group's bank balances and cash as of December 31, 2022, were approximately RMB 95.0 million, a decrease of about 63.4% from RMB 259.8 million as of December 31, 2021, mainly due to the utilization of part of the proceeds from the listing[159] - The group's capital debt ratio as of December 31, 2022, was approximately 4.6%, down from approximately 9.2% as of December 31, 2021[161] - The basic and diluted loss per share for fiscal year 2022 was approximately RMB 3.96, compared to RMB 7.31 for fiscal year 2021[157] Governance and Compliance - The group has initiated an independent investigation into audit matters and is taking appropriate measures to correct issues leading to trading suspension[97] - The group is focused on enhancing its internal controls based on the findings of the independent investigation[97] - The audit committee held three meetings in the fiscal year 2022 to review the group's risk management and internal control systems, as well as the annual performance for the fiscal year 2021[176] - The audit committee agreed with the accounting treatment adopted by the company and ensured that the financial information disclosed complies with applicable accounting standards[177] - The board of directors will recommend a maximum dividend payout of 30% of the distributable net profit attributable to shareholders, subject to the company's actual and expected operating performance and cash flow[187] - The board believes the group has sufficient resources to continue operating in the foreseeable future due to good liquidity and adequate cash reserves[188] - The risk management framework involves the management team identifying, assessing, and prioritizing significant risks, with regular reporting to the board[190] Market Trends and Opportunities - The international education market is expected to grow as more parents invest in their children's education, driven by rising disposable incomes and a focus on quality education[121] - The number of underage students studying abroad from first-tier cities in China is growing at an annual rate of approximately 20%[106] - The company aims to leverage its accumulated teaching experience and resources to provide targeted training for teachers in educational institutions[128] - The company is committed to providing high-quality, diversified services to meet the personalized needs of different customer groups in the international education ecosystem[126] Internal Committees and Board Composition - The remuneration committee held two meetings in the fiscal year 2022 to discuss the group's remuneration policies for directors and senior management[180] - The nomination committee evaluates candidates based on integrity, experience, skills, and ability to fulfill duties, with recommendations submitted to the board for decision[183] - The company emphasizes diversity in the composition of the board, considering various factors such as gender, age, and professional experience[186] - The board is responsible for maintaining an effective risk management and internal control system to support the group's long-term sustainable development[189] - The company has engaged Zhongchao Zhonghuan to conduct a comprehensive internal control review, identifying several key internal control deficiencies[191] - The board of directors emphasizes the importance of acting in the best interests of all shareholders and aims to maximize returns for them[194] - Shareholders holding at least 10% of the paid-up capital can request the board to convene a special general meeting within two months of submission[195] - The identity of shareholders and their requests will be verified by the Hong Kong share transfer registration office[198]

Financial Performance - Revenue for the six months ended June 30, 2022, was RMB 9,874,000, a decrease of 95.4% compared to RMB 216,144,000 in the same period of 2021[9]. - The company reported a loss before tax of RMB 1,324,000, compared to a profit of RMB 22,590,000 in the previous year[9]. - The total comprehensive loss attributable to owners of the company was RMB 1,313,000, a significant decline from a profit of RMB 18,665,000 in the prior year[9]. - Basic loss per share was RMB 0.11, down from earnings of RMB 2.41 per share in the same period last year[9]. - The group recorded a gross loss of approximately RMB 0.4 million for the six months ended June 30, 2022, with a gross loss margin of about 4.0%, compared to a gross profit of RMB 82.9 million and a gross profit margin of 38.4% for the same period in 2021[29]. - The group recorded a tax credit of approximately RMB 11,000 for the six months ended June 30, 2022, compared to a tax expense of approximately RMB 3.9 million for the same period in 2021, reflecting a significant change in pre-tax loss of approximately RMB 1.3 million in 2022 versus a profit of approximately RMB 22.6 million in 2021[36]. - The total comprehensive loss for the six months ended June 30, 2022, was approximately RMB 1.3 million, compared to a total comprehensive income of approximately RMB 18.7 million for the same period in 2021[37]. - The company reported a net loss attributable to the owners of the company for the period was RMB 827,000, contrasting with a profit of RMB 18,665,000 in the same period of 2021[86]. - The company incurred a pre-tax loss of RMB 1,324,000 for the six months ended June 30, 2022, compared to a pre-tax profit of RMB 22,590,000 in the prior year[86]. - The company reported total revenue of RMB 8,603,000 for the six months ended June 30, 2022, a significant decline from RMB 212,540,000 in the same period of 2021[100]. Business Strategy and Operations - The company has ceased all academic education operations since March 2022 in response to regulatory changes in China's education sector[10]. - The new business strategy focuses on providing extracurricular personal quality courses, vocational education, and overseas education consulting services in China[11]. - The company is no longer involved in academic-related tutoring services due to government regulations requiring such services to be provided by non-profit organizations[11]. - The management has conducted a thorough evaluation and adjustment of its business strategy to comply with the new regulations[11]. - The company aims to expand its non-academic education services in the Chinese market moving forward[11]. - The financial results reflect the significant impact of regulatory changes on the company's traditional business model[10]. - The group operates 9 self-operated teaching centers as of June 30, 2022, up from 5 centers on December 31, 2021, indicating an 80% increase in operational centers[14]. - The group completed the acquisition of 60% of Henan Zhongzhichuang Education Information Consulting Co., Ltd. on May 30, 2022, marking an expansion into vocational education[17]. - The group aims to provide flexible scheduling for courses to accommodate students' school commitments[13]. - The group plans to invest resources in developing non-academic education businesses to achieve higher enrollment rates in the second half of 2022[24]. - The company is actively exploring opportunities to expand its geographical and business scope to provide private education outside of China, including in popular study destinations like the UK and the US[24]. - The company aims to diversify its business portfolio to include extracurricular programs in arts, sports, and dance for children and teenagers[62]. Financial Position and Cash Flow - The group’s cash and bank balances decreased by approximately 27.0% to about RMB 189.8 million, primarily due to tuition refunds and net cash outflows from operations[45]. - The current ratio improved to approximately 10.0 times as of June 30, 2022, compared to approximately 4.1 times at the end of 2021[48]. - The capital-to-debt ratio was approximately 0.03 as of June 30, 2022, down from approximately 0.1 at the end of 2021[47]. - The company holds sufficient cash and bank resources to continue operations in the foreseeable future[97]. - The company’s cash and cash equivalents at the end of the period were RMB 189,765,000, down from RMB 262,801,000 at the end of the previous year[93]. - The company reported a net cash outflow from financing activities of RMB 201,000, down from RMB 60,467,000 in the previous year[93]. - The total cash and cash equivalents decreased by RMB 69,586,000, compared to a decrease of RMB 37,404,000 in the prior year[93]. - The company reported a decrease in trade payables from RMB 259 thousand to RMB 71 thousand, a decline of approximately 72.6%[87]. - The total amount of other receivables increased to RMB 23,007,000 as of June 30, 2022, compared to RMB 5,224,000 as of December 31, 2021[122]. Employee and Governance - The group has 45 staff members as of June 30, 2022, compared to no staff reported on December 31, 2021, reflecting a significant increase in personnel[15]. - The total employee cost was approximately RMB 14.6 million, a significant decrease from RMB 102.3 million for the same period in 2021[65]. - The total number of employees decreased from 492 as of December 31, 2021, to 374 as of June 30, 2022[65]. - The group’s short-term employee benefits for key management personnel decreased to RMB 1,470,000 for the six months ended June 30, 2022, from RMB 6,922,000 for the same period in 2021[156]. - The company has established an audit committee to oversee financial reporting, risk management, and internal controls[57]. - The board believes that reallocating the unused net proceeds aligns with the adjusted business strategy to navigate the challenging regulatory environment in China[64]. - The company emphasizes the importance of corporate governance and will continue to review and monitor its business practices to maintain high standards[74]. Shareholder and Investment Activities - The board did not recommend the distribution of an interim dividend for the reporting period[52]. - The company acquired a 60% stake in Henan Zhongzhichuang for RMB 1,000,000, completed on May 30, 2022[53]. - A cooperation agreement was signed on July 7, 2022, for the company to invest RMB 5,000,000 to acquire a 33.33% stake in Zhongshu Culture, targeting the NFT market[56]. - The total proceeds from the share sale amounted to HKD 250.0 million (approximately RMB 225.7 million), with a net amount of HKD 204.0 million after expenses[58]. - The company has revised the allocation of unutilized proceeds, with significant reductions in planned spending on geographic expansion and strategic acquisitions[60]. - The company aims to retain and attract talent through the share option and reward plans, which are designed to incentivize contributions to the group[142]. - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[73]. - The company has not granted any stock options under the stock option plan as of June 30, 2022, maintaining the same status as the previous year[66]. - The company did not recognize any liabilities or expenses related to the share reward plan for the six months ended June 30, 2022, due to anticipated performance targets not being met[148].