格隆汇8月13日丨大山教育(09986.HK)公布，公司将于2025年8月28日召开董事会会议，以（其中包括） 审议及通过集团截至2025年6月30日止六个月的中期业绩及其发布，以及审议派发中期股息的建议（如 有）。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 所 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 承董事會命 大山教育控股有限公司 公司秘書 陳廣安 DASHAN EDUCATION HOLDINGS LIMITED 香 港，二 零 二 五 年 八 月 十 三 日 於 本 公 告 日 期，執 行 董 事 為 張 紅 軍 先 生、李 靖 先 生 及 單 景 超 先 生；以 及 獨 立 非 執 行 董 事 為 謝 香 兵 博 士、王 彥 曉 女 士 及 游 環 宇 先 生。 大 山 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：9986） 董事會會議日期 大 山 教 育 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司，統 稱「本集團」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，將 於 二 零 二 五 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 09986 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 截至月份: ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （股份代號：9986） 有關根據一般授權配售新股份之 配售協議失效及終止 配售代理 茲 提 述 日 期 為 二 零 二 五 年 六 月 二 十 七 日、二 零 二 五 年 七 月 四 日 及 二 零 二 五 年 七 月 十 六 日 的 大 山 教 育 控 股 有 限 公 司（「本公司」）公 告（「該等公告」），內 容 有 關 （其 中 包 括）根 據 一 般 授 權 配 售 本 公 司 新 股 份 及 延 長 最 後 截 止 日 期。除 文 義 另 有 所 指 外，本 公 告 所 用 詞 彙 與 該 等 公 告 所 界 定 者 具 有 相 同 涵 義。 董 事 會 宣 佈，於 二 零 二 五 年 七 月 三 十 一 日（即 經 本 公 司 與 配 售 代 理 於 二 零 二 五 年 七 ...

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].