公司名稱: 大山教育控股有限公司 呈交日期: 2025年10月2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 | 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 本月底法定 ...

DASHAN EDUCATION HOLDINGS LIMITED 大 山 教 育 控 股 有 限 公 司 – Notice of publication of 2025 Interim Report (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at www.dashanedu.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Version"). The Company strongly recommends you to access the Website Version of Current Corporate Com ...

DASHAN EDUCATION HOLDINGS LIMITED 大 山 教 育 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （Stock Code 股份代號：9986） NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, Dashan Education Holdings Limited (the "Company") – Notice of publication of 2025 Interim Report (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are now available on the Company's website at www.dashanedu.com and t ...

[Company Information](index=2&type=section&id=Company%20Information) This chapter provides essential company information, including board and committee structures, registration details, auditors, legal advisors, and stock exchange listing particulars [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The Board of Directors consists of executive directors Zhang Hongjun (Chairman), Li Jing (CEO), Shan Jingchao, and independent non-executive directors Dr. Xie Xiangbing, Ms. Wang Yanxiao, and Mr. You Huanyu, along with the composition of the Audit, Remuneration, Nomination, and Investment Management Committees - Board comprises **3 executive directors and 3 independent non-executive directors**, with Mr. Zhang Hongjun as Chairman and Mr. Li Jing as CEO[7](index=7&type=chunk) - The Audit Committee is chaired by Dr. Xie Xiangbing, the Remuneration Committee by Ms. Wang Yanxiao, and both the Nomination and Investment Management Committees by Mr. Zhang Hongjun[7](index=7&type=chunk) [Basic Company Information](index=4&type=section&id=Basic%20Company%20Information) The company's auditor is Zhonghui Anda Certified Public Accountants Limited, and its Hong Kong legal counsel is Loeb & Loeb LLP. The company's shares were listed on the Main Board of the Stock Exchange on July 15, 2020, with stock code 9986 - The company's auditor is Zhonghui Anda Certified Public Accountants Limited, and its Hong Kong legal counsel is Loeb & Loeb LLP[8](index=8&type=chunk) - The company's shares were listed on the Main Board of the Stock Exchange on **July 15, 2020**, with stock code **9986**[9](index=9&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews the Group's business operations, financial performance, and future strategies, emphasizing its core education services and expansion into international education and brand management [Business Review](index=5&type=section&id=Business%20Review) The Group primarily offers extracurricular personal quality courses, overseas education consulting, and diversified consulting services, adapting to China's education reforms and parental demands by building an international education ecosystem and expanding its beauty and health product brand portfolio - The Group primarily provides **extracurricular personal quality courses**, **overseas education consulting services**, and **diversified consulting services** to entities[11](index=11&type=chunk) - The Group is committed to building an international education ecosystem, offering **one-stop, full-scenario international education services** for Chinese students[11](index=11&type=chunk) - During the reporting period, the Group expanded its brand operation and management portfolio to include **two new beauty and health product brands**[12](index=12&type=chunk) [Future Outlook](index=6&type=section&id=Future%20Outlook) The Group will continue to monitor the regulatory environment, adjust business plans, reallocate resources, and actively explore opportunities to expand its business scope, focusing on building an international education ecosystem, providing high-quality diversified services, and developing diversified consulting services, including collaborations in beauty and health, leveraging technology, and exploring acquisition opportunities - The Group will closely monitor the regulatory environment, adjust business plans, reallocate resources, and actively explore business opportunities to expand its breadth and depth[13](index=13&type=chunk) - The Group is committed to building an international education ecosystem, providing **high-quality, diversified integrated services**, and expanding its service scope to include language training, cultural exchange, background enhancement, and academic guidance[13](index=13&type=chunk) - The Group will actively expand diversified consulting services, particularly with **beauty and health brands**, leveraging technology to reconstruct brand value chains, and exploring acquisitions of related businesses[14](index=14&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) During the reporting period, the Group's revenue decreased by 12.6% year-on-year, gross profit decreased by 8.5%, but gross margin improved. Loss for the period significantly increased to RMB45.9 million, primarily due to share-based payment expenses recognized in administrative expenses [Revenue and Cost](index=7&type=section&id=Revenue%20and%20Cost) The Group's total revenue decreased by 12.6% year-on-year to RMB41.5 million, with declines in extracurricular courses, overseas education, and training & consulting segments, but a new brand operation and management segment contributed RMB5.7 million; cost of sales and services decreased by 15.4%, improving gross margin to 41.7% Revenue by Segment (RMB million) | Segment | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 41.5 | 47.5 | -12.6% | | Extracurricular Courses | 13.3 | 16.6 | -19.9% | | Overseas Education | 19.3 | 22.5 | -14.2% | | Training & Consulting | 3.0 | 7.9 | -62.0% | | Others | 0.2 | 0.5 | -60.0% | | Brand Operation & Management | 5.7 | 0.0 | New | Gross Profit and Gross Margin (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 17.3 | 18.9 | -8.5% | | Gross Margin | 41.7% | 39.9% | +1.8 percentage points | [Other Income and Gains/Losses](index=7&type=section&id=Other%20Income%20and%20Gains%2FLosses) Other income slightly decreased year-on-year, while net other gains and losses shifted from a RMB6.0 million gain in the prior period to a RMB1.0 million loss, primarily due to the absence of software under development sales gain and reduced fair value loss on financial assets at fair value through profit or loss in the prior period Other Income (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Other Income | 0.4 | 0.5 | -20.0% | Net Other Gains and Losses (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Net Other Gains and Losses | (1.0) | 6.0 | Shift from gain to loss | - The shift from net other gains to losses was primarily due to a **RMB10.0 million gain from the disposal of software under development** in the 2024 period (none in the reporting period) and a reduced fair value loss on financial assets at fair value through profit or loss[19](index=19&type=chunk) [Operating Expenses](index=8&type=section&id=Operating%20Expenses) Selling and marketing expenses increased by 10.0% year-on-year due to expanded business scale, while administrative expenses surged by 116.1% primarily due to the recognition of share-based payment expenses during the reporting period Selling and Marketing Expenses (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 6.6 | 6.0 | +10.0% | Administrative Expenses (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 54.9 | 25.4 | +116.1% | - The significant increase in administrative expenses was primarily due to the recognition of **share-based payment expenses** during the reporting period[21](index=21&type=chunk) [Finance Costs and Tax](index=8&type=section&id=Finance%20Costs%20and%20Tax) Finance costs increased by 62.8% year-on-year, while income tax credit decreased by 46.4% Finance Costs (RMB thousand) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Finance Costs | 389 | 239 | +62.8% | Income Tax Credit (RMB thousand) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Income Tax Credit | 273 | 509 | -46.4% | [Profitability](index=8&type=section&id=Profitability) The Group's loss for the period significantly increased to RMB45.9 million, a RMB37.1 million increase from RMB8.8 million in the prior period, primarily due to the recognition of share-based payment expenses, leading to a corresponding increase in basic and diluted loss per share Loss for the Period (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (45.9) | (8.8) | Loss widened | - The increase in loss for the period was primarily due to the recognition of **share-based payment expenses** during the reporting period[24](index=24&type=chunk) Loss Per Share (RMB cents) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (5.66) | (1.29) | Loss widened | [Non-HKFRS Measures](index=9&type=section&id=Non-HKFRS%20Measures) To better compare operating performance, the company presents adjusted loss for the period (a non-HKFRS measure), which adds back equity-settled share option and share award expenses; for the reporting period, adjusted loss was RMB16.0 million, compared to RMB8.8 million in the prior period Adjusted Loss for the Period (RMB thousand) | Metric | 2025 Period | 2024 Period | | :--- | :--- | :--- | | Loss for the Period | (45,905) | (8,810) | | Add: Equity-settled share option and share award expenses | 29,914 | – | | Adjusted Loss for the Period | (15,991) | (8,810) | - Adjusted loss for the period (non-HKFRS measure) aims to eliminate the impact of **equity-settled share option and share award expenses** for better comparison of operating performance across periods[26](index=26&type=chunk) [Financial Position](index=9&type=section&id=Financial%20Position) As of June 30, 2025, the Group's net current liabilities increased by 40.6% to RMB57.5 million, primarily due to a decrease in bank balances and cash, with the gearing ratio rising to 57.8% [Liquidity and Cash](index=9&type=section&id=Liquidity%20and%20Cash) As of June 30, 2025, the Group's net current liabilities were RMB57.5 million, a 40.6% increase from the end of 2024, with bank balances and cash significantly decreasing by 62.9% to RMB19.3 million Net Current Liabilities (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Current Liabilities | 57.5 | 40.9 | +40.6% | Bank Balances and Cash (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 19.3 | 52.0 | -62.9% | [Borrowings and Liabilities](index=10&type=section&id=Borrowings%20and%20Liabilities) As of June 30, 2025, the Group's borrowings increased to RMB7.2 million, with RMB2.6 million repayable within one year and RMB4.6 million within two years; contingent liabilities remained unchanged, and the gearing ratio rose to 57.8% from 38.5% at the end of 2024 Borrowings (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Borrowings | 7.2 | 2.3 | +213.0% | - As of June 30, 2025, the Group had **no significant contingent liabilities**[30](index=30&type=chunk) Gearing Ratio | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 57.8% | 38.5% | +19.3 percentage points | [Working Capital](index=10&type=section&id=Working%20Capital) As of June 30, 2025, trade receivables increased by 46.2% to RMB1.9 million, trade payables significantly increased to RMB5.1 million, and inventories rose from zero to RMB5.7 million Trade Receivables (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 1.9 | 1.3 | +46.2% | Trade Payables (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Trade Payables | 5.1 | 0.1 | Significant increase | Inventories (RMB million) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Inventories | 5.7 | 0.0 | New | [Capital Expenditure and Commitments](index=10&type=section&id=Capital%20Expenditure%20and%20Commitments) During the reporting period, the Group's capital expenditure was RMB1.674 million, primarily for additions to property, plant, and equipment, a significant increase from the prior period; as of June 30, 2025, the Group had no capital commitments for additions to property, plant, and equipment Capital Expenditure (RMB thousand) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Capital Expenditure | 1,674 | 96 | Significant increase | - Capital expenditure was primarily for **additions to property, plant and equipment**[35](index=35&type=chunk) - As of June 30, 2025, the Group had **no capital commitments** for additions to property, plant and equipment[36](index=36&type=chunk) [Risk Management](index=11&type=section&id=Risk%20Management) This section outlines the Group's strategies for managing asset pledges, interest rate risk, and foreign exchange risk, noting no current asset pledges and continuous monitoring with potential hedging [Pledge and Charge of Assets](index=11&type=section&id=Pledge%20and%20Charge%20of%20Assets) As of June 30, 2025, the Group had no assets pledged or charged - As of June 30, 2025, the Group had **no assets pledged or charged**[37](index=37&type=chunk) [Interest Rate Risk](index=11&type=section&id=Interest%20Rate%20Risk) The Group faces cash flow interest rate risk from variable-rate bank balances and fair value interest rate risk from fixed-rate borrowings; currently, no financial instruments are used for hedging, but risks are continuously monitored, and hedging will be considered if necessary - The Group faces **cash flow interest rate risk** from variable-rate bank balances and **fair value interest rate risk** from fixed-rate borrowings[38](index=38&type=chunk) - The Group currently does not use financial instruments to hedge interest rate risk but continuously monitors it and will consider hedging if necessary[38](index=38&type=chunk) [Foreign Exchange Risk](index=11&type=section&id=Foreign%20Exchange%20Risk) The Group is exposed to foreign exchange risk as most of its revenue, expenses, and bank balances are denominated in RMB or HKD; currently, no financial instruments are used for hedging, but risks are continuously monitored, and hedging will be considered if necessary - The Group is exposed to **foreign exchange risk** as most of its revenue, expenses, and bank balances are denominated in RMB or HKD[39](index=39&type=chunk) - The Group currently does not use financial instruments to hedge foreign exchange risk but continuously monitors it and will consider hedging if necessary[39](index=39&type=chunk) [Dividends and Investments](index=11&type=section&id=Dividends%20and%20Investments) The Board decided not to declare an interim dividend, and the Group has no other significant investments or immediate future plans for major investments and capital assets, nor any significant acquisitions or disposals of subsidiaries, associates, and joint ventures during the reporting period [Interim Dividend](index=11&type=section&id=Interim%20Dividend) The Board has decided not to declare an interim dividend for the reporting period - The Board has decided **not to declare an interim dividend** for the reporting period[40](index=40&type=chunk) [Significant Investments and Future Plans](index=11&type=section&id=Significant%20Investments%20and%20Future%20Plans) As of June 30, 2025, the Group had no significant investments other than those disclosed in this interim report, nor any other immediate future plans for major investments and capital assets - As of June 30, 2025, the Group had **no significant investments** other than those disclosed in this interim report[40](index=40&type=chunk) - As of June 30, 2025, the Group had **no other immediate plans for major investments and capital assets**[41](index=41&type=chunk) [Significant Acquisitions and Disposals](index=11&type=section&id=Significant%20Acquisitions%20and%20Disposals) During the reporting period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures other than those disclosed in this interim report - During the reporting period, the Group had **no significant acquisitions or disposals** of subsidiaries, associates, and joint ventures other than those disclosed in this interim report[42](index=42&type=chunk) [Corporate Governance and Other Information](index=12&type=section&id=Corporate%20Governance%20and%20Other%20Information) This chapter covers corporate governance, including IPO proceeds, director and employee information, share incentive schemes, shareholder interests, audit committee functions, and legal matters [Use of IPO Proceeds](index=12&type=section&id=Use%20of%20IPO%20Proceeds) The company's IPO in July 2020 raised approximately HKD204.0 million net, with initial plans for K-12 after-school academic education services; in August 2022, the Board resolved to reallocate unutilized proceeds to expand overseas education, strategic acquisitions of education-related services and extracurricular personal quality courses, and internal growth, with HKD4.4 million remaining unutilized as of June 30, 2025, expected to be used by the end of 2025 - The company's share offer raised **net proceeds of approximately HKD204.0 million**[44](index=44&type=chunk) - In August 2022, the Board resolved to change the use of unutilized proceeds, reallocating them to expand **overseas education business**, **strategic acquisitions of education-related services and extracurricular personal quality courses**, and **internal growth of education-related services**[44](index=44&type=chunk) Use of IPO Net Proceeds (HKD million) | Intended Use | Original Allocation | Utilized as of Aug 29, 2022 | Unutilized as of Aug 29, 2022 | Revised Allocation | Utilized from Aug 29, 2022 to Dec 31, 2024 | Utilized during Reporting Period | Unutilized as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expansion of K-12 after-school academic education services and self-operated learning center network | 122.4 | 52.4 | 70.0 | – | – | – | – | | Expansion of geographical footprint in China and operation scale of K-12 after-school academic education services | 61.2 | 6.1 | 55.1 | – | – | – | – | | Expansion of education business outside China | – | – | – | 60.0 | 58.6 | 0.6 | 0.8 | | Strategic acquisitions or establishment of joint ventures to expand education-related services, extracurricular personal quality courses, and vocational education | – | – | – | 50.0 | 50.0 | – | – | | Internal growth to expand education-related services, extracurricular personal quality courses, and vocational education | – | – | – | 15.1 | 11.0 | 0.5 | 3.6 | | Working capital purposes | 20.4 | 14.4 | 6.0 | 6.0 | 6.0 | – | – | | **Total** | **204.0** | **72.9** | **131.1** | **131.1** | **125.6** | **1.1** | **4.4** | - The unutilized net proceeds of **HKD4.4 million** are expected to be used by the **end of 2025**, with the usage period extended due to a shift in business focus[46](index=46&type=chunk) [Equity Fundraising Activities](index=14&type=section&id=Equity%20Fundraising%20Activities) During the reporting period, the company did not engage in any equity fundraising activities or sell treasury shares for cash - During the reporting period, the company undertook **no equity fundraising activities** or sales of treasury shares for cash[47](index=47&type=chunk) [Director Information](index=14&type=section&id=Director%20Information) This section discloses changes in directors and key terms of directors' service contracts [Changes in Directors and Information](index=14&type=section&id=Changes%20in%20Directors%20and%20Information) During the reporting period and up to the date of this interim report, there were no changes in directors or director information requiring disclosure under the Listing Rules - During the reporting period and up to the date of this interim report, there were **no changes in directors or director information** requiring disclosure under the Listing Rules[48](index=48&type=chunk) [Directors' Service Contracts](index=14&type=section&id=Directors'%20Service%20Contracts) The service contracts/letters of appointment for executive and independent non-executive directors are for a term of three years, terminable according to their respective terms - Executive directors' service contracts are for a **term of three years**, terminable according to contract terms[49](index=49&type=chunk) - Independent non-executive directors' letters of appointment are for a **term of three years**, terminable according to contract terms[49](index=49&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 319 employees, a decrease from 429 at the end of 2024; total staff-related costs (including directors' emoluments) for the reporting period were approximately RMB28.6 million, largely consistent with the prior period. The Group offers comprehensive remuneration, including salaries, performance bonuses, training, retirement benefits, and medical benefits, along with share option and share award schemes for incentives Number of Employees | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 319 | 429 | -25.6% | Total Staff-Related Costs (RMB million) | Metric | 2025 Period | 2024 Period | Change | | :--- | :--- | :--- | :--- | | Total Staff-Related Costs | 28.6 | 28.8 | -0.7% | - The Group offers a comprehensive remuneration package, including **salaries, performance bonuses, training, retirement benefits, and medical benefits**, and has **share option and share award schemes**[50](index=50&type=chunk) [Share Incentive Schemes](index=15&type=section&id=Share%20Incentive%20Schemes) This section details the operation of the company's share option scheme and share award scheme, including grants, exercises, cancellations, or lapses [Share Option Scheme](index=15&type=section&id=Share%20Option%20Scheme) The share option scheme aims to incentivize and retain outstanding employees; as of June 30, 2025, a total of 80,000,000 unexercised share options were outstanding under the scheme, with a weighted average exercise price of HKD3.51 per share, and no options were granted, exercised, cancelled, or lapsed during the reporting period - The share option scheme aims to **encourage or reward eligible persons** for their contributions to the Group and/or enable the Group to **employ and retain outstanding employees**[51](index=51&type=chunk) Share Option Scheme Movements (number of options) | Metric | Unexercised as of Jan 1, 2025 | Granted during Period | Exercised during Period | Lapsed/Cancelled during Period | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Share Options | 80,000,000 | – | – | – | 80,000,000 | - As of June 30, 2025, the weighted average exercise price for outstanding share options was **HKD3.51 per share**[52](index=52&type=chunk) [Share Award Scheme](index=16&type=section&id=Share%20Award%20Scheme) The share award scheme aims to recognize employee contributions; as of June 30, 2025, the trustee held 37,156,000 ordinary shares, with 75,000,000 award shares available for future grants and 5,000,000 granted but unvested. During the reporting period, the company repurchased 4,220,000 ordinary shares through the trustee for a total consideration of RMB9.12 million - The share award scheme aims to **recognize the contributions of the Group's employees**, and to **incentivize, retain, and recruit outstanding employees**[54](index=54&type=chunk) Share Award Scheme Movements (number of shares) | Metric | Unvested as of Jan 1, 2025 | Granted during Period | Vested during Period | Cancelled during Period | Lapsed during Period | Unvested as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Award Shares | 5,000,000 | – | – | – | – | 5,000,000 | - During the reporting period, the company repurchased **4,220,000 ordinary shares** through the trustee for a total consideration of **RMB9.12 million**[140](index=140&type=chunk) [Dealings in Listed Securities](index=17&type=section&id=Dealings%20in%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor any of its subsidiaries **purchased, sold, or redeemed** any of the company's listed securities[57](index=57&type=chunk) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) The Group is committed to maintaining high standards of corporate governance, has complied with all applicable code provisions of Appendix C1 to the Listing Rules, and directors have confirmed compliance with the standard code for securities transactions, with no conflicts of interest [Compliance with Corporate Governance Code](index=17&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules during the reporting period - The company has complied with **all applicable code provisions** of the Corporate Governance Code set out in Appendix C1 to the Listing Rules during the reporting period[58](index=58&type=chunk) [Standard Code for Securities Transactions by Directors](index=17&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) Following specific inquiries with all directors, each has confirmed compliance with the required standards set out in the Standard Code during the reporting period - Following specific inquiries with all directors, each has confirmed compliance with the **required standards** set out in the Standard Code during the reporting period[59](index=59&type=chunk) [Competition and Conflicts of Interest](index=17&type=section&id=Competition%20and%20Conflicts%20of%20Interest) As of the date of this interim report, no director directly or indirectly held any interest in any business that competes or may compete significantly with the Group's business, nor were there any other existing or potential conflicts of interest with the Group - As of the date of this interim report, no director directly or indirectly held any interest in any business that constitutes or may constitute **any significant competition** with the Group's business, nor were there any other existing or potential **conflicts of interest** with the Group[60](index=60&type=chunk) [Directors' and Chief Executive's Interests](index=18&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of June 30, 2025, Mr. Zhang Hongjun, Executive Director and Chairman, held 62,000,000 shares, representing 7.75% of the issued share capital, through his controlled corporation, Baitai; Mr. Zhang Hongjun and Mr. Shan Jingchao also held interests in the associate, Dashan Training Directors' Interests in Shares and Underlying Shares of the Company (June 30, 2025) | Director Name | Capacity in which Interests are Held | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Zhang Hongjun | Interest of controlled corporation (Baitai) | 62,000,000 | 7.75 | Directors' Interests in Ordinary Shares of Associated Corporations (June 30, 2025) | Director Name | Name of Associated Corporation | Capacity in which Interests are Held | Number of Shares Held | Approximate Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | :--- | | Zhang Hongjun | Dashan Training | Nominee Shareholder | 13,562,500 | 42.04 | | | | Interest of controlled corporation (Houde Education) | 13,750,000 | 42.62 | | Shan Jingchao | Dashan Training | Nominee Shareholder | 125,000 | 0.39 | [Substantial Shareholders' Interests](index=20&type=section&id=Substantial%20Shareholders'%20Interests) As of June 30, 2025, INFINITE APEX ENTERPRISES LIMITED and its wholly-owned owner, Mr. Xi Wang, held 26.31% of the company's shares; Rui Tian International Limited, Giga Talent Investment Limited, and its wholly-owned owner, Ms. Liu Bingtian, held 26.23%; and Baitai and its wholly-owned owner, Mr. Zhang Hongjun, held 7.75% Substantial Shareholders' Interests in Shares and Underlying Shares of the Company (June 30, 2025) | Name | Capacity in which Interests are Held | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | INFINITE APEX ENTERPRISES LIMITED | Beneficial owner | 210,510,800 | 26.31 | | Xi Wang | Interest of controlled corporation | 210,510,800 | 26.31 | | Rui Tian International Limited | Beneficial owner | 209,872,000 | 26.23 | | Giga Talent Investment Limited | Interest of controlled corporation | 209,872,000 | 26.23 | | Liu Bingtian | Interest of controlled corporation | 209,872,000 | 26.23 | | Baitai | Beneficial owner | 62,000,000 | 7.75 | - **INFINITE APEX ENTERPRISES LIMITED** is wholly owned by Mr. Xi Wang[68](index=68&type=chunk) - **Rui Tian International Limited** is 100% owned by Giga Talent Investment Limited, which is 100% owned by Ms. Liu Bingtian[69](index=69&type=chunk) - **Baitai** is wholly owned by Mr. Zhang Hongjun[70](index=70&type=chunk) [Audit Committee](index=21&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors chaired by Dr. Xie Xiangbing, assists the Board in reviewing and overseeing financial reporting, risk management, and internal control systems, and has reviewed the unaudited condensed consolidated financial statements for the reporting period - The Audit Committee comprises **three independent non-executive directors**: Dr. Xie Xiangbing (Chairman), Ms. Wang Yanxiao, and Mr. You Huanyu[71](index=71&type=chunk) - The Committee primarily assists the Board in reviewing and overseeing the **financial reporting process, risk management, and internal control systems**, and has reviewed the company's unaudited condensed consolidated financial statements for the reporting period[71](index=71&type=chunk) [Significant Legal Proceedings](index=21&type=section&id=Significant%20Legal%20Proceedings) During the reporting period and up to the date of this interim report, the Group was not involved in any significant legal proceedings or arbitration - During the reporting period and up to the date of this interim report, the Group was **not involved in any significant legal proceedings or arbitration**[72](index=72&type=chunk) [Publication of Report](index=21&type=section&id=Publication%20of%20Report) This interim report will be sent to shareholders upon request and will be available on the Stock Exchange website and the company's website - This interim report will be sent to shareholders upon request and will be available on the **Stock Exchange website (www.hkexnews.hk)** and the **company's website (www.dashanedu.com)** in due course[73](index=73&type=chunk) [Acknowledgements](index=21&type=section&id=Acknowledgements) The Board extends its gratitude to management, all employees, shareholders, business partners, students and their families, customers, and auditors for their support - The Board thanks the Group's management and all employees for their hard work and dedication, and shareholders, business partners, students and their families, customers, and auditors for their trust and support throughout the period[74](index=74&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=21&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the condensed consolidated profit or loss and other comprehensive income for the six months ended June 30, 2025, and the corresponding period in 2024, showing a decrease in revenue, reduced gross profit but improved gross margin, and a significantly expanded loss for the period, primarily due to share-based payment expenses in administrative costs Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30, RMB thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 41,452 | 47,504 | | Cost of sales and services | (24,232) | (28,562) | | Gross Profit | 17,220 | 18,942 | | Other income | 433 | 484 | | Net other gains and losses | (975) | 6,028 | | Selling and marketing expenses | (6,621) | (6,031) | | Administrative expenses | (54,895) | (25,391) | | Share of results of associates | (951) | (3,112) | | Finance costs | (389) | (239) | | Loss before tax | (46,178) | (9,319) | | Income tax credit | 273 | 509 | | **Loss for the Period** | **(45,905)** | **(8,810)** | | Exchange differences on translating foreign operations | 67 | (8) | | **Total Comprehensive Expense for the Period** | **(45,838)** | **(8,818)** | | Loss for the period attributable to owners of the Company | (43,158) | (9,903) | | Loss/(Profit) for the period attributable to non-controlling interests | (2,747) | 1,093 | | Basic and Diluted Loss Per Share (RMB cents) | (5.66) | (1.29) | [Condensed Consolidated Statement of Financial Position](index=22&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents the condensed consolidated financial position as of June 30, 2025, and December 31, 2024, showing a decrease in total assets, an increase in net current liabilities, and a decline in total equity at the end of the reporting period Condensed Consolidated Statement of Financial Position (As of, RMB thousand) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, plant and equipment | 38,759 | 44,949 | | Investment properties | 3,840 | 4,130 | | Goodwill | 27,208 | 26,441 | | Interests in associates | 40,984 | 41,866 | | Other intangible assets | 3,015 | 4,263 | | Lease deposits | 1,127 | 1,153 | | **Total Non-current Assets** | **114,933** | **122,802** | | **Current Assets** | | | | Inventories | 5,652 | – | | Trade receivables | 1,946 | 1,264 | | Financial assets at fair value through profit or loss | 10,557 | 4,000 | | Prepayments, deposits and other receivables | 20,400 | 14,656 | | Restricted bank deposits | – | 65 | | Bank balances and cash | 19,250 | 52,019 | | **Total Current Assets** | **57,805** | **72,004** | | **Current Liabilities** | | | | Trade payables | 5,128 | 111 | | Other payables and accrued expenses | 13,662 | 12,884 | | Contract liabilities | 83,386 | 86,257 | | Tax liabilities | 646 | 487 | | Lease liabilities | 9,855 | 10,845 | | Borrowings | 2,631 | 2,320 | | **Total Current Liabilities** | **115,308** | **112,904** | | **Net Current Liabilities** | **(57,503)** | **(40,900)** | | **Total Assets Less Current Liabilities** | **57,430** | **81,902** | | **Non-current Liabilities** | | | | Lease liabilities | 8,287 | 12,977 | | Deferred tax liabilities | 754 | 1,066 | | Borrowings | 4,560 | – | | **Total Non-current Liabilities** | **13,601** | **14,043** | | **Net Assets** | **43,829** | **67,859** | | **Total Equity** | **43,829** | **67,859** | [Condensed Consolidated Statement of Changes in Equity](index=24&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement presents the condensed consolidated changes in equity for the six months ended June 30, 2025, and the corresponding period in 2024, showing a decrease in equity attributable to owners of the Company from RMB99.4 million at the beginning of the period to RMB77.1 million, primarily due to total comprehensive expense for the period and the purchase of shares under the share award scheme Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, RMB thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | **Attributable to Owners of the Company** | | | | Share capital | 7,223 | 7,223 | | Share premium | 237,106 | 237,106 | | Other reserves | 32,260 | 32,260 | | Share-based payment reserve | 35,411 | – | | Shares held under share award scheme | (42,839) | (25,744) | | Investment revaluation reserve | (5,000) | (5,000) | | Capital surplus | (41,715) | 1,443 | | Statutory surplus reserve | 13,365 | 13,365 | | Translation reserve | 2,512 | 1,131 | | Accumulated losses | (161,196) | (104,029) | | **Total Attributable to Owners of the Company** | **77,127** | **157,755** | | Non-controlling interests | (33,298) | (28,144) | | **Total Equity** | **43,829** | **129,611** | [Condensed Consolidated Statement of Cash Flows](index=25&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement presents the condensed consolidated cash flows for the six months ended June 30, 2025, and the corresponding period in 2024, showing a significant increase in net cash used in operating activities, increased net cash outflow from investing activities, and increased net cash outflow from financing activities, leading to a larger net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, RMB thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (25,506) | (3,762) | | Net cash (used in)/generated from investing activities | (3,640) | 214 | | Net cash (used in)/generated from financing activities | (3,602) | 889 | | **Net Decrease in Cash and Cash Equivalents** | **(32,748)** | **(2,659)** | | Cash and cash equivalents at beginning of period | 52,019 | 109,033 | | Effect of exchange rate changes | (21) | – | | **Cash and Cash Equivalents at End of Period** | **19,250** | **106,374** | [Notes to the Condensed Consolidated Financial Statements](index=26&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This chapter provides detailed notes to the condensed consolidated financial statements, covering general information, accounting policies, revenue, segment data, and significant transactions [General Information](index=27&type=section&id=General%20Information) The company was incorporated in the Cayman Islands on November 30, 2018, and its shares were listed on the Main Board of the Stock Exchange on July 15, 2020; its principal business is investment holding, with subsidiaries primarily engaged in extracurricular personal quality courses, overseas education consulting, and diversified consulting services - The company was incorporated in the **Cayman Islands on November 30, 2018**, and its shares were listed on the Main Board of the Stock Exchange on **July 15, 2020**[85](index=85&type=chunk) - The company's principal business is **investment holding**, with subsidiaries primarily providing **extracurricular personal quality courses, overseas education consulting services, and diversified consulting services** to entities[85](index=85&type=chunk) [Basis of Preparation](index=27&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting issued by the HKICPA and the Listing Rules; directors assess the Group's ability to continue as a going concern, and due to regulatory restrictions, most of the Group's education business is conducted in China through contractual arrangements [Going Concern Assessment](index=27&type=section&id=Going%20Concern%20Assessment) As of June 30, 2025, the Group had net current liabilities of RMB57.5 million; based on a sound liquidity position and net operating cash inflows from new businesses, directors reasonably expect the Group to continue as a going concern - As of June 30, 2025, the Group's **net current liabilities were RMB57,503,000**[88](index=88&type=chunk) - The directors believe the Group can continue to operate on a **going concern basis**, citing a sound liquidity position and net operating cash inflows from new businesses[88](index=88&type=chunk) [Contractual Arrangements](index=27&type=section&id=Contractual%20Arrangements) Due to regulatory restrictions on foreign-owned education institutions in China, the Group conducts most of its education business through consolidated affiliated entities (Dashan Training and its subsidiaries) via a series of contractual arrangements, enabling effective control over their financial and operational policies and the collection of substantially all their economic benefits, thus consolidating their financial position and results into the condensed consolidated financial statements - The Group conducts most of its education business in China through **consolidated affiliated entities** to address regulatory restrictions on foreign ownership[89](index=89&type=chunk) - Contractual arrangements enable the company to exercise **effective control** over the consolidated affiliated entities and collect substantially all their economic benefits[90](index=90&type=chunk) Financial Data of Consolidated Affiliated Entities (RMB thousand) | Metric | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 13,282 | 16,963 | | Profit/(Loss) before tax | 1,137 | (2,586) | | | June 30, 2025 | Dec 31, 2024 | | Non-current assets | 22,155 | 29,784 | | Current assets | 48,597 | 53,716 | | Current liabilities | 65,250 | 67,330 | | Non-current liabilities | 10,736 | 10,736 | [Application of New and Revised HKFRSs](index=29&type=section&id=Application%20of%20New%20and%20Revised%20HKFRSs) The Group has adopted all new and revised HKFRSs effective for accounting periods beginning on January 1, 2025, but their adoption has not resulted in significant changes to accounting policies, financial statement presentation, or reported amounts - The Group has adopted all new and revised HKFRSs effective for accounting periods beginning on **January 1, 2025**[93](index=93&type=chunk) - The adoption of these standards has **not resulted in significant changes** to the Group's accounting policies, financial statement presentation, or reported amounts for the current and prior periods[93](index=93&type=chunk) [Principal Accounting Policies](index=30&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value; the accounting policies for this interim period are consistent with those followed in the 2024 annual consolidated financial statements, except for other accounting policies arising from the adoption of new and revised HKFRSs - The condensed consolidated financial statements are prepared on a **historical cost basis**, except for certain financial instruments measured at fair value[94](index=94&type=chunk) - The accounting policies for this interim period are **consistent with those followed in the 2024 annual consolidated financial statements**, except for other accounting policies arising from the adoption of new and revised HKFRSs[94](index=94&type=chunk) [Revenue and Segment Information](index=30&type=section&id=Revenue%20and%20Segment%20Information) This section details the Group's revenue composition and recognition timing, along with revenue and performance analysis by operating segment (extracurricular courses, brand operation and management, overseas education, training and consulting, and others) and geography (China) [Revenue Breakdown](index=30&type=section&id=Revenue%20Breakdown) Group revenue primarily derives from providing extracurricular courses, brand operation and management services, overseas education consulting services, and other consulting services, with revenue recognized both at a point in time and over time Revenue Breakdown (For the six months ended June 30, RMB thousand) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Tuition income – provision of extracurricular courses | 13,282 | 16,615 | | Tuition income – provision of teacher training | – | 47 | | Provision of brand operation and management services | 5,689 | – | | Provision of overseas education consulting services | 19,279 | 22,457 | | Provision of other consulting services | 2,985 | 7,884 | | Sales of books and teaching materials | 217 | 418 | | Brand name licensing and related consulting services | – | 83 | | **Total Revenue** | **41,452** | **47,504** | | **Timing of Revenue Recognition** | | | | At a point in time | 19,496 | 22,875 | | Over time | 21,956 | 24,629 | - Revenue from extracurricular courses is recognized **over time using the output method**, while revenue from overseas education consulting services is recognized upon **student enrollment in overseas educational institutions**[96](index=96&type=chunk) [Segment Information](index=31&type=section&id=Segment%20Information) The Group's operating segments include extracurricular courses, brand operation and management, overseas education, training and consulting, and others; during the reporting period, the extracurricular courses segment saw decreased revenue but turned profitable, the overseas education segment experienced decreased revenue and expanded losses, and brand operation and management was a new revenue source - The Group's operating segments include **extracurricular courses, brand operation and management, overseas education, training and consulting, and others**[100](index=100&type=chunk) Segment Revenue and Results (For the six months ended June 30, RMB thousand) | Segment | 2025 Revenue | 2025 Results | 2024 Revenue | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Extracurricular Courses | 13,282 | 5,431 | 16,615 | (2,293) | | Brand Operation & Management | 5,689 | 1,480 | – | – | | Overseas Education | 19,279 | (6,889) | 22,457 | (581) | | Training & Consulting | 2,985 | (68) | 7,931 | 1,808 | | Others | 217 | (221) | 501 | (255) | | **Total** | **41,452** | **(267)** | **47,504** | **(1,321)** | [Geographical and Customer Information](index=34&type=section&id=Geographical%20and%20Customer%20Information) For the six months ended June 30, 2025, and 2024, all of the Group's revenue and non-current assets were generated or located in China, with no single customer contributing over 10% of total revenue during the current interim period - For the six months ended June 30, 2025, and 2024, **all of the Group's revenue was generated in China**[102](index=102&type=chunk) - As of June 30, 2025, and 2024, **all of the Group's non-current assets were located in China**[103](index=103&type=chunk) - During the current interim period, there was **no revenue from any single customer** accounting for over 10% of the Group's total revenue[104](index=104&type=chunk) [Other Income and Net Other Gains and Losses](index=35&type=section&id=Other%20Income%20and%20Net%20Other%20Gains%20and%20Losses) Other income primarily includes interest income, rental income, and others; net other gains and losses shifted from a gain in the prior period to a loss, mainly affected by exchange losses, fair value losses on financial assets, and the absence of a gain from the disposal of software under development in the prior period Other Income Breakdown (For the six months ended June 30, RMB thousand) | Source | 2025 | 2024 | | :--- | :--- | :--- | | Interest income from financial institutions | 75 | 153 | | Interest income from non-financial institutions | 71 | – | | Government grants | – | 6 | | Rental income | 242 | 70 | | Others | 45 | 255 | | **Total** | **433** | **484** | Net Other Gains and Losses Breakdown (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Exchange losses, net | (1,741) | (118) | | Net reversal of impairment loss recognized on other receivables | 14 | 1,647 | | Fair value loss on financial assets at fair value through profit or loss | (61) | (5,590) | | Net gain on disposal of subsidiaries | 196 | – | | Gain on dissolution of a subsidiary | 1,998 | – | | Gain on disposal of software under development | – | 10,000 | | Gain on disposal of property, plant and equipment | 382 | 89 | | Impairment loss on property, plant and equipment | (1,488) | – | | Impairment loss on investment properties | (290) | – | | Reversal of impairment loss on inventories | 15 | – | | **Total** | **(975)** | **6,028** | [Finance Costs](index=36&type=section&id=Finance%20Costs) Finance costs primarily include interest on lease liabilities, bank borrowings, and bonds; total finance costs for the reporting period were RMB389 thousand, an increase from the prior period Finance Costs Breakdown (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on lease liabilities | 321 | 223 | | Interest on bank borrowings | 43 | 16 | | Interest on bonds | 25 | – | | **Total** | **389** | **239** | [Income Tax Credit](index=36&type=section&id=Income%20Tax%20Credit) The income tax credit for the reporting period was RMB273 thousand, primarily contributed by deferred tax credits; Chinese subsidiaries are subject to a 25% corporate income tax rate, with some small and micro enterprises enjoying a preferential rate of 5% Income Tax Credit Breakdown (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current tax: China corporate income tax | 75 | 76 | | Deferred tax credit | (348) | (585) | | **Total** | **273** | **509** | - Chinese subsidiaries are subject to a **25% corporate income tax rate**, with some small and micro enterprises enjoying a **preferential rate of 5%**[108](index=108&type=chunk) [Loss for the Period and Total Comprehensive Expense](index=37&type=section&id=Loss%20for%20the%20Period%20and%20Total%20Comprehensive%20Expense) This section details the composition of loss for the period and total comprehensive expense, primarily including staff costs, rental expenses, depreciation, and amortization; total staff costs for the reporting period were RMB28.6 million Loss for the Period and Total Comprehensive Expense Composition (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total staff costs | 28,591 | 28,772 | | Rental expenses | 1,392 | 1,816 | | Depreciation of investment properties | 290 | 53 | | Depreciation of property, plant and equipment | 3,327 | 3,969 | | Amortization of other intangible assets | 2,340 | 2,340 | [Dividends](index=37&type=section&id=Dividends) No dividends were declared, paid, or proposed during the current interim period - **No dividends were declared, paid, or proposed** during the current interim period[111](index=111&type=chunk) [Loss Per Share](index=38&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, loss for the period attributable to owners of the Company was RMB43.158 million, with basic and diluted loss per share of RMB5.66 cents; all potential ordinary shares had an anti-dilutive effect Loss Per Share Calculation Data (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB thousand) | (43,158) | (9,903) | | Weighted average number of ordinary shares | 762,983,890 | 770,600,000 | | Basic and Diluted Loss Per Share (RMB cents) | (5.66) | (1.29) | - For the six months ended June 30, 2025, all potential ordinary shares had an **anti-dilutive effect**[113](index=113&type=chunk) [Movements in Property, Plant and Equipment](index=38&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment) During the reporting period, the Group added RMB1.674 million in property, plant, and equipment (excluding right-of-use assets for buildings), a significant increase from the prior period, with no new building lease agreements entered into Additions to Property, Plant and Equipment (RMB thousand) | Item | 2025 Period | 2024 Period | | :--- | :--- | :--- | | Additions to property, plant and equipment | 1,674 | 96 | - During the current interim period, the Group **did not enter into any new building lease agreements**[114](index=114&type=chunk) [Goodwill](index=39&type=section&id=Goodwill) As of June 30, 2025, the Group's total goodwill was RMB27.208 million, primarily from overseas education consulting services, other consulting services, brand operation and management, and extracurricular courses segments, with RMB2.776 million in new goodwill from the brand operation and management segment Goodwill Composition (RMB thousand) | Segment | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Other consulting services | 5,471 | 5,471 | | Overseas education consulting services | 17,919 | 19,928 | | Brand operation and management | 2,776 | – | | Extracurricular courses | 1,042 | 1,042 | | **Total** | **27,208** | **26,441** | - The brand operation and management segment added **RMB2.776 million in goodwill**[115](index=115&type=chunk) [Interests in Associates](index=39&type=section&id=Interests%20in%20Associates) As of June 30, 2025, the Group's interests in associates amounted to RMB40.984 million, a slight decrease from the end of 2024 Interests in Associates (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cost of unlisted investments | 51,332 | 51,332 | | Share of post-acquisition results and other comprehensive income | (12,862) | (11,911) | | Exchange rate adjustments | 2,514 | 2,445 | | **Total** | **40,984** | **41,866** | [Trade Receivables](index=40&type=section&id=Trade%20Receivables) As of June 30, 2025, total trade receivables were RMB1.946 million, a 46.2% increase from the end of 2024, with the 0 to 30-day aging category accounting for the largest proportion Trade Receivables Aging Analysis (RMB thousand) | Aging | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 1,700 | 369 | | 31 to 60 days | 12 | 355 | | 61 to 90 days | 78 | 195 | | Over 90 days | 156 | 345 | | **Total** | **1,946** | **1,264** | [Prepayments, Deposits and Other Receivables](index=41&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables amounted to RMB21.527 million, an increase from the end of 2024, primarily comprising amounts due from trade partners and former shareholders of subsidiaries Prepayments, Deposits and Other Receivables Breakdown (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Rental deposits | 2,092 | 1,969 | | Other deposits | 518 | 72 | | Prepaid taxes | 165 | 2 | | Other prepayments | 283 | 947 | | Amounts due from former shareholders of subsidiaries | 8,778 | 7,943 | | Amounts due from trade partners | 11,557 | 10,491 | | Others | 8,412 | 4,363 | | **Total** | **31,805** | **25,787** | | Less: Impairment loss under expected credit loss model | (10,278) | (9,978) | | **Total** | **21,527** | **15,809** | [Bank Balances and Cash](index=41&type=section&id=Bank%20Balances%20and%20Cash) As of June 30, 2025, bank balances and cash amounted to RMB19.250 million, a significant decrease of 62.9% from the end of 2024, primarily denominated in RMB or HKD and bearing interest at annual rates ranging from 0.001% to 0.30% Bank Balances and Cash (RMB thousand) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | 19,250 | 52,019 | - Bank balances and cash are primarily denominated in **RMB or HKD**, bearing interest at annual rates ranging from **0.001% to 0.30%**[118](index=118&type=chunk) [Trade Payables](index=41&type=section&id=Trade%20Payables) As of June 30, 2025, trade payables amounted to RMB5.128 million, a significant increase from the end of 2024, with credit terms ranging from 0 to 60 days Trade Payables Aging Analysis (RMB thousand) | Aging | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 5,128 | 111 | [Other Payables and Accrued Expenses](index=42&type=section&id=Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, total other payables and accrued expenses amounted to RMB13.662 million, a slight increase from the end of 2024, primarily comprising staff costs payable, refundable tuition deposits, and amounts due to former shareholders of subsidiaries Other Payables and Accrued Expenses Breakdown (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Staff costs payable | 2,901 | 3,324 | | Refundable tuition deposits and other deposits | 121 | 281 | | Other taxes payable | 488 | 600 | | Consideration payable | 1,000 | 320 | | Accrued operating expenses and other payables | 249 | 3,284 | | Amounts due to former shareholders of subsidiaries | 5,142 | 1,801 | | Other payables | 3,761 | 3,274 | | **Total** | **13,662** | **12,884** | [Contract Liabilities](index=42&type=section&id=Contract%20Liabilities) As of June 30, 2025, total contract liabilities amounted to RMB83.386 million, primarily comprising advance payments for tutoring fees and overseas education consulting services Contract Liabilities Breakdown (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Tutoring fees | 19,142 | 28,094 | | Overseas education consulting services | 63,833 | 58,044 | | Other consulting services | 411 | – | | Brand name licensing and related consulting services | – | 119 | | **Total** | **83,386** | **86,257** | - Contract liabilities primarily represent **advance payments received from students and counterparties**, with revenue recognized as performance obligations are satisfied through service provision[120](index=120&type=chunk) [Lease Liabilities](index=43&type=section&id=Lease%20Liabilities) As of June 30, 2025, total lease liabilities amounted to RMB18.142 million, with a current portion of RMB9.855 million; total lease cash outflow for the reporting period was RMB5.777 million Lease Liabilities (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Non-current | 9,855 | 12,977 | | Current | 8,287 | 10,845 | | **Total** | **18,142** | **23,822** | - Total lease cash outflow for the reporting period was **RMB5.777 million**[122](index=122&type=chunk) [Borrowings](index=44&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings amounted to RMB7.191 million, including bank borrowings and bonds; bank borrowings are unsecured, bear an annual interest rate of 3.65%, and are repayable within one year, while bonds are unsecured, bear an annual interest rate of 6%, and are repayable within two years Borrowings Breakdown (RMB thousand) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Bank borrowings | 2,631 | 2,320 | | Bonds | 4,560 | – | | **Total** | **7,191** | **2,320** | - Bank borrowings are **unsecured**, bear an annual interest rate of **3.65%**, and are repayable within **one year**[123](index=123&type=chunk) - Bonds are **unsecured**, bear an annual interest rate of **6%**, and are repayable within **two years**[123](index=123&type=chunk) [Share Capital](index=45&type=section&id=Share%20Capital) As of June 30, 2025, the company's authorized share capital was 10,000,000,000 shares with a par value of HKD0.01 each, and 800,000,000 ordinary shares were issued and fully paid, amounting to RMB7.223 million Share Capital Information (As of June 30, 2025) | Item | Number of Shares | Amount (RMB thousand) | | :--- | :--- | :--- | | Authorized share capital (par value HKD0.01 per share) | 10,000,000,000 | – | | Issued and fully paid ordinary shares | 800,000,000 | 7,223 | [Acquisition and Disposal of Subsidiaries](index=46&type=section&id=Acquisition%20and%20Disposal%20of%20Subsidiaries) During the reporting period, the Group engaged in several subsidiary acquisition and disposal activities, including the acquisition of a 50% equity interest in Shanghai Oumiluo and the disposal of a 77% equity interest in Zhengzhou Dashan Guangxiao and a 22.88% equity interest in Hubei Meiteng [Acquisition of Shanghai Oumiluo](index=46&type=section&id=Acquisition%20of%20Shanghai%20Oumiluo) In March 2025, the Group acquired a 50% equity interest in Shanghai Oumiluo, primarily engaged in brand operation and management, for RMB1.0 million, resulting in goodwill of RMB2.777 million - In March 2025, the Group acquired a **50% equity interest in Shanghai Oumiluo** for **RMB1,000,000**, a company primarily engaged in providing consulting services, particularly brand operation and management[126](index=126&type=chunk) - This acquisition resulted in **goodwill of RMB2.777 million**[127](index=127&type=chunk) Fair Value of Identifiable Assets and Liabilities at Acquisition Date of Shanghai Oumiluo (RMB thousand) | Item | Amount | | :--- | :--- | | Net liabilities acquired | (3,553) | | Cash consideration payable | 1,000 | | Add: Non-controlling interests | (1,776) | | Add: Net liabilities acquired | 3,553 | | **Goodwill arising from acquisition** | **2,777** | [Disposal of Zhengzhou Dashan Guangxiao](index=48&type=section&id=Disposal%20of%20Zhengzhou%20Dashan%20Guangxiao) On April 30, 2025, the Group disposed of a 77% equity interest in Zhengzhou Dashan Guangxiao for a cash consideration of RMB770 thousand, resulting in a gain on disposal of RMB407 thousand - On April 30, 2025, the Group disposed of a **77% equity interest in Zhengzhou Dashan Guangxiao** for a cash consideration of **RMB770,000**[131](index=131&type=chunk) - This disposal resulted in a **gain of RMB407 thousand**[131](index=131&type=chunk) Gain on Disposal of Zhengzhou Dashan Guangxiao Calculation (RMB thousand) | Item | Amount | | :--- | :--- | | Net assets disposed of | 794 | | Consideration receivable | 770 | | Net assets disposed of | (794) | | Non-controlling interests | 431 | | **Gain on disposal** | **407** | [Disposal of Hubei Meiteng](index=49&type=section&id=Disposal%20of%20Hubei%20Meiteng) On April 30, 2025, the Group disposed of a 22.88% equity interest in Hubei Meiteng for a cash consideration of RMB1, resulting in a loss on disposal of RMB211 thousand - On April 30, 2025, the Group disposed of a **22.88% equity interest in Hubei Meiteng** for a cash consideration of **RMB1**[132](index=132&type=chunk) - This disposal resulted in a **loss of RMB211 thousand**[132](index=132&type=chunk) Loss on Disposal of Hubei Meiteng Calculation (RMB thousand) | Item | Amount | | :--- | :--- | | Net liabilities disposed of | (4,329) | | Consideration received | – | | Net liabilities disposed of | 4,329 | | Non-controlling interests | (2,531) | | Goodwill | (2,009) | | **Loss on disposal** | **(211)** | [Acquisition of Hangzhou Aorong](index=50&type=section&id=Acquisition%20of%20Hangzhou%20Aorong) In May 2024, the Group acquired a 60% equity interest in Hangzhou Aorong, primarily engaged in brand operation and management, for RMB1, resulting in goodwill of RMB500 thousand - In May 2024, the Group acquired a **60% equity interest in Hangzhou Aorong** for **RMB1**, a company primarily engaged in providing consulting services, particularly brand operation and management[133](index=133&type=chunk) - This acquisition resulted in **goodwill of RMB500 thousand**[134](index=134&type=chunk) Fair Value of Identifiable Assets and Liabilities at Acquisition Date of Hangzhou Aorong (RMB thousand) | Item | Amount | | :--- | :--- | | Net liabilities acquired | (834) | | Cash consideration paid | – | | Add: Non-controlling interests | (334) | | Add: Net liabilities acquired | 834 | | **Goodwill arising from acquisition** | **500** | [Share-based Payment Transactions](index=51&type=section&id=Share-based%20Payment%20Transactions) This section details the terms, grants, and movements of the company's share option scheme and share award scheme [Share Option Scheme](index=51&type=section&id=Share%20Option%20Scheme) The share option scheme, adopted on June 18, 2020, aims to incentivize employees; as of June 30, 2025, a total of 80,000,000 unexercised share options were outstanding, with a weighted average exercise price of HKD3.51 per share, and no options were granted, exercised, cancelled, or lapsed during the reporting period - The share option scheme was adopted on **June 18, 2020**, to encourage or reward eligible persons for their contributions to the Group[137](index=137&type=chunk) Details of Outstanding Share Options (June 30, 2025) | Grant Date | Number of Options Granted | Exercise Price | Fair Value | | :--- | :--- | :--- | :--- | | Nov 14, 2024 | 60,000,000 | HKD3.88 | H

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 大山教育控股有限公司 呈交日期: 2025年9月2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/ ...

Core Viewpoint - Daxian Education (stock code: 9986) announced a financing plan to raise HKD 100 million by issuing 100 million shares at a price of HKD 1.04 per share, which represents a discount of approximately 18.8% from the previous closing price of HKD 1.28 [1] Group 1: Financing Details - The financing will be conducted without the involvement of intermediaries [1] - The placement shares represent about 12.5% of the existing issued share capital and will account for approximately 11.1% of the enlarged share capital after completion [1] - The funds raised will be used to expand the company's diversified consulting services, including brand operation and management [1] Group 2: Market Context - The placement price is at a discount of approximately 19.9% compared to the average closing price over the last five trading days, which was HKD 1.298 [1] - The completion of the issuance is expected within three business days after the fulfillment of conditions or on another date agreed upon by the company and the seller [1]

Core Insights - Daxian Education (09986.HK) reported a revenue of RMB 41.452 million for the six months ending June 30, 2025, representing a year-on-year decrease of 12.7% [1] - The gross profit for the same period was RMB 17.22 million, down 9.1% year-on-year [1] - The loss attributable to the company's owners was RMB 43.158 million, compared to a loss of RMB 9.903 million in the same period last year [1] - The basic loss per share was RMB 0.0566 [1]

Group 1 - The company, Daxian Education (09986), has announced a conditional agreement to purchase 52% of Spark Media International Limited for HKD 104 million, with payment to be made through the issuance of shares upon completion [1] - The company aims to diversify its consulting services, including brand operation and management, to enhance its brand value and influence [1] - In the first half of 2025, the company expanded its brand portfolio to include two new beauty and health product brands and is actively exploring acquisition opportunities in related businesses [1] Group 2 - The target group operates primarily through its subsidiaries in China, focusing on brand empowerment, promotion, and operation in the beauty and health sector [2] - The acquisition is expected to enhance the company's capabilities in brand operation and management by leveraging the strengths of both companies for synergistic growth [2] - This strategic move is anticipated to increase the company's influence in the brand operation and management field, contributing to overall business growth and success [2]

Group 1 - The company Daxian Education (09986) has entered into a conditional agreement to acquire 52% equity in Spark Media International Limited for a total consideration of HKD 104 million, which will be settled through the issuance of shares at completion [1] - The company aims to diversify its consulting services, including brand operation and management, to enhance its brand value and influence through brand empowerment and marketing [1] - In the first half of 2025, the company expanded its brand portfolio to include two new beauty and health product brands and is actively exploring acquisition opportunities in related businesses [1] Group 2 - The target group operates primarily through its subsidiaries in China, focusing on brand empowerment, promotion, and operation in the beauty and health sector [2] - The acquisition is expected to enhance the company's capabilities in brand operation and management by leveraging the strengths of both the company and the target group, leading to business synergies and increased influence in the market [2] - This strategic move is anticipated to contribute to the company's growth and success in the brand operation and management field [2]

Group 1 - The core viewpoint of the article is that Daxian Education (09986) reported a decline in revenue and an increase in losses for the six months ending June 30, 2025 [1] - The company achieved revenue of 41.452 million yuan, representing a year-on-year decrease of 12.74% [1] - The loss attributable to the company's owners was 43.158 million yuan, which is an increase of 335.81% year-on-year [1] - The loss per share was reported at 5.66 cents [1] - The increase in losses was primarily attributed to the recognition of share-based payment expenses during the reporting period [1]