Financial Performance - For the fiscal year 2021, the company reported revenue of RMB 352.9 million, an increase of 6.0% compared to RMB 333.0 million in the previous fiscal year[8]. - The company experienced a significant loss before tax of RMB (55.7) million, a decrease of RMB 60.4 million from a profit of RMB 4.7 million in the previous year, representing a decline of 1,291.6%[8]. - The net loss for the year was RMB (56.8) million, compared to a profit of RMB 2.1 million in the previous year, marking a decline of 2,866.5%[8]. - The total comprehensive loss for the year amounted to RMB (61.8) million, compared to a total comprehensive income of RMB 2.1 million in the previous year, reflecting a decline of 3,110.0%[8]. - Basic loss per share was RMB (7.31), a decrease of RMB 7.61 from earnings of RMB 0.30 per share in the previous year, representing a decline of 2,536.7%[8]. - Total revenue for the fiscal year 2021 was approximately RMB 352.9 million, an increase of about RMB 19.9 million or approximately 6.0% compared to RMB 333.0 million in fiscal year 2020[20]. - Tuition revenue from regular, premium, and VIP classes amounted to RMB 325.9 million, representing 92.3% of total revenue, compared to RMB 304.6 million or 91.5% in the previous year[22]. - Gross profit increased by approximately RMB 8.4 million or about 7.7% to RMB 117.4 million, with a gross margin rising from approximately 32.7% to 33.3%[24]. Operational Changes - The company strategically adjusted its operations in the second half of the fiscal year to explore new business opportunities and diversify its business portfolio[11]. - The company faced unprecedented challenges in the second half of the fiscal year due to regulatory changes and the resurgence of COVID-19, impacting its operations significantly[10]. - The company has shifted several in-person classes to online formats due to challenges posed by the COVID-19 pandemic and regulatory changes in the education sector[16]. - The company closed most of its self-operated teaching centers starting August 2021 due to regulatory compliance, impacting future revenue generation[20]. - The company has closed 10 existing self-operated teaching centers as part of a business restructuring plan, with agreements reached to terminate the lease agreements, resulting in partial refunds of existing deposits and rent prepayments[198]. Student Enrollment and Services - In the fiscal year 2021, the total number of enrolled students in regular, boutique, and VIP classes reached 281,765, with a total tutoring duration of 5,539,289 hours, 102,197 hours, and 504,271 hours respectively[15]. - The total tutoring hours for fiscal year 2021 reached 6,145,757, an increase from 5,769,582 hours in the previous year[22]. - As of December 31, 2021, the company had approximately 94,000 students, an increase from about 66,000 students as of December 31, 2020, reflecting a growth of approximately 42.4%[97]. Business Expansion Plans - The company plans to diversify its business portfolio to include three additional types of tutoring services: (i) extracurricular personal quality courses in arts, sports, and coding for children and teenagers; (ii) vocational education for high school students and adults; and (iii) overseas study consulting[12][17]. - The company plans to leverage its over 20 years of experience to maintain teaching quality and efficiency while enhancing its reputation and influence in tutoring services[10]. - The company aims to enhance training quality in vocational education and incorporate advanced technology subjects to support sustainable economic and social development[13]. - The company plans to acquire a 60% equity interest in a target company for a consideration of RMB 1,000,000, with the acquisition agreement signed on February 14, 2022[91]. Financial Position and Assets - Cash and bank balances were approximately RMB 259.8 million as of December 31, 2021, a decrease of approximately RMB 39.9 million or 13.3% from RMB 299.7 million on December 31, 2020[46]. - The company's capital-to-debt ratio was approximately 0.1 as of December 31, 2021, down from approximately 0.7 on December 31, 2020[54]. - The current ratio improved to approximately 4.1 times as of December 31, 2021, compared to approximately 1.7 times on December 31, 2020[55]. - The company has no outstanding loans or borrowings as of December 31, 2021[103]. Management and Shareholding - Zhang Hongjun holds 505,860,800 shares, representing approximately 63.23% of the total issued share capital of the company[60]. - The company has a significant management team with over 23 years of experience in the education industry, led by Zhang Hongjun[60]. - The shareholding structure indicates a strong commitment from the executive directors, with substantial ownership stakes[60][61][64]. - The company has established a remuneration committee to review its remuneration policy based on operational performance, individual performance of directors and senior management, and market practices[114]. Risks and Compliance - The company faces significant risks related to brand reputation, regulatory compliance, and competition in the education sector[79][80]. - The company will continue to closely monitor the regulatory environment that may significantly impact its operations and financial condition[18]. - Risks associated with structural contracts include potential non-compliance with Chinese laws, which could lead to severe consequences, including the invalidation of contracts[174]. - The company has taken steps to mitigate risks related to foreign investment laws, including hiring external legal advisors for compliance reviews[176]. Share Incentive Plans - The stock option plan allows for a maximum issuance of 80,000,000 shares, representing 10% of the issued share capital at the time of listing, subject to shareholder approval for any increase[123]. - A total of 30,000,000 reward shares were granted to 56 employees, including four directors, at a zero reward price during the fiscal year 2021[138]. - The total number of shares granted under the share award plan shall not exceed 10% of the issued shares as of December 14, 2020, which amounts to a maximum of 80,000,000 shares[131]. - The total percentage of shares granted to related parties is approximately 58.90% of the incentive shares[157]. Structural Contracts - The company operates in the Chinese education sector through a structured contract due to legal restrictions on foreign ownership in the industry[162]. - The exclusive business cooperation agreement grants the company proprietary rights to provide necessary technical services and management support to its consolidated affiliated entities[165]. - The structural contracts remain legally effective and binding, with no violations or non-compliance reported as of the report date[185]. - The company has implemented measures to ensure compliance with structural contracts and effective business operations, including annual reviews by the board of directors[176].

Financial Performance - Revenue for the six months ended June 30, 2021, was RMB 216,144,000, representing a 96.0% increase from RMB 110,284,000 in the same period of 2020[8]. - The profit before tax for the same period was RMB 22,590,000, compared to a loss of RMB 9,094,000 in 2020, marking a significant turnaround of 348.4%[8]. - Basic earnings per share for the six months ended June 30, 2021, was RMB 2.41, a significant increase from a loss of RMB 1.73 in the same period of 2020, reflecting a 239.3% improvement[8]. - The company recorded a profit of approximately RMB 18.7 million for the six months ended June 30, 2021, compared to a loss of approximately RMB 9.8 million for the same period in 2020[24]. - Gross profit increased by approximately RMB 63.7 million or 331.4% to approximately RMB 82.9 million for the six months ended June 30, 2021, with a gross margin rising from 17.4% to 38.4%[15]. - Total revenue for the six months ended June 30, 2021, was approximately RMB 216.1 million, an increase of approximately RMB 105.9 million or 96.0% compared to RMB 110.3 million for the same period in 2020[12]. - The company achieved a profit before tax of RMB 33,722,000 for the six months ended June 30, 2021, compared to a loss of RMB 17,465,000 in the prior year, indicating a turnaround in profitability[95]. - For the six months ended June 30, 2021, the company reported a profit of RMB 18,665,000 compared to a loss of RMB 9,834,000 for the same period in 2020, marking a significant turnaround[113]. Student Enrollment and Tutoring Services - Total student enrollments for regular, boutique, and VIP classes reached 179,389, with total tutoring hours provided being 3,079,427, 53,671, and 345,728 respectively[9]. - Total tutoring revenue for the six months ended June 30, 2021, was RMB 200.0 million, compared to RMB 102.6 million for the same period in 2020, reflecting a significant increase in student enrollments and tutoring hours[13]. - The number of tutoring sessions increased significantly, with a total of 3,478,826 hours for the six months ended June 30, 2021, compared to 1,832,627 hours for the same period in 2020[13]. Business Strategy and Regulatory Environment - The company plans to strategically close several self-operated teaching centers and integrate affected resources into nearby centers in response to new regulatory challenges[10]. - The company is adapting to new government regulations affecting the after-school tutoring industry, which poses unprecedented challenges to its existing business[10]. - The company is reviewing its business strategy and resource allocation to ensure sustainability in the new regulatory environment[11]. - The company believes that expanding its business will provide opportunities to broaden its service offerings and capture more market demand[11]. - The company aims to diversify its business portfolio to include four new types of tutoring services, targeting high school students, children, and adults[10]. Expenses and Financial Management - Sales and marketing expenses rose by approximately RMB 1.8 million or 44.3% to RMB 5.8 million for the six months ended June 30, 2021, primarily due to increased advertising and marketing expenditures[18]. - Administrative expenses increased by approximately RMB 17.5 million or 95.3% to RMB 35.8 million for the six months ended June 30, 2021, mainly due to higher employee costs and legal and professional fees[20]. - Employee costs increased due to the absence of classroom suspensions in the reporting period, leading to higher tutoring hours and teaching hours compared to the previous year[14]. - The company reported a current tax expense of RMB 3,803,000 for the six months ended June 30, 2021, compared to RMB 799,000 in the same period of 2020, indicating a substantial increase of 376.5%[108]. Assets and Liabilities - Total assets as of June 30, 2021, were RMB 487,961 thousand, slightly down from RMB 444,950 thousand at the end of 2020[84]. - Current liabilities increased to RMB 306,102 thousand from RMB 259,391 thousand at the end of 2020, primarily due to an increase in advance payments[84]. - The company's cash and bank balances as of June 30, 2021, were approximately RMB 262.8 million, a decrease of about 12.3% from RMB 299.7 million as of December 31, 2020[36]. - The company's net current assets as of June 30, 2021, were approximately RMB 181.9 million, down about 2.0% from RMB 185.6 million as of December 31, 2020[36]. - Deferred revenue increased by approximately RMB 40.1 million or about 20.8% to RMB 232.8 million as of June 30, 2021, driven by an increase in enrollment at self-operated teaching centers[34]. Share Capital and Governance - The company has a total of 800,000,000 shares issued, with major shareholders holding significant stakes: 瑞天国际 holds 62.01% (496,060,800 shares) and 百泰 holds 9.05% (72,360,000 shares)[69]. - The company has adopted a share incentive plan on December 14, 2020, granting a total of 30,000,000 reward shares to 56 employees, including four directors, at a zero reward price[72]. - The board structure includes three executive directors, one non-executive director, and four independent non-executive directors, ensuring a high level of independence[54]. - The company has established an audit committee to oversee financial reporting, risk management, and internal controls, composed entirely of independent non-executive directors[56]. - The company did not declare an interim dividend for the six months ended June 30, 2021, consistent with the previous year[58]. Future Plans and Investments - The company plans to allocate approximately 60.0% of the net proceeds from its IPO, amounting to about HKD 122.4 million, to expand its business and self-operated teaching center network[44]. - Approximately 30.0% of the net proceeds, amounting to about HKD 61.2 million, will be used to expand geographical presence and operational scale through strategic acquisitions of quality after-school education service companies in China[44]. - The company is exploring opportunities to expand its business to include preparatory courses for high school entrance exams and vocational education[157]. - The company is seeking opportunities through its wholly-owned subsidiary in Hong Kong to establish a private learning center, with an expected approval process of approximately six to seven months[78]. Financial Instruments and Valuation - The company has designated the convertible bonds as financial liabilities measured at fair value through profit or loss[138]. - The fair value of the convertible bonds was RMB 49,810,000 as of December 31, 2019, based on an independent valuation[139]. - The fair value of the convertible bonds decreased to RMB 35,639,000 by June 30, 2020, reflecting a loss of RMB 14,171,000[139]. - The company’s management believes that the carrying amounts of financial assets and liabilities approximate their fair values[149].

Financial Performance - The company reported revenue of RMB 333.0 million for the fiscal year 2020, a decrease of 13.2% compared to RMB 383.6 million in 2019[8]. - The profit before tax was RMB 4.7 million, down 91.8% from RMB 57.2 million in the previous year[8]. - The total comprehensive income for the year was RMB 2.1 million, a decline of 95.8% from RMB 49.0 million in 2019[8]. - The adjusted comprehensive income for the year, excluding listing expenses, was RMB 12.3 million, down 79.4% from RMB 59.5 million in 2019[8]. - Basic earnings per share decreased to RMB 0.30 from RMB 8.61, a drop of 96.5%[8]. - The diluted loss per share was RMB 1.75, compared to a profit of RMB 8.52 in the previous year, marking a 120.5% decline[8]. - Total revenue for the fiscal year 2020 was approximately RMB 333.0 million, a decrease of about RMB 50.6 million or 13.2% compared to RMB 383.6 million in fiscal year 2019[29]. - Tuition revenue from regular classes, premium classes, and VIP classes was RMB 304.6 million, accounting for 91.5% of total revenue, down from RMB 363.6 million or 94.8% in the previous year[32]. - Gross profit decreased to approximately RMB 109.0 million, a reduction of about RMB 60.6 million or 35.7% from RMB 169.7 million in fiscal year 2019, with a gross margin decline from 44.2% to 32.7%[36]. - The company recorded a net profit of approximately RMB 2.1 million, a decrease of about 95.8% or approximately RMB 46.9 million compared to RMB 49.0 million in fiscal year 2019[45]. Student Enrollment and Business Expansion - The number of enrolled students in the second half of fiscal year 2020 reached 116,989, representing a growth of approximately 1.2% compared to the same period in 2019[11]. - The total number of students enrolled in regular, boutique, and VIP classes reached 232,775, with a total tutoring duration of 5,769,582 hours in fiscal year 2020[20]. - The company established four new teaching centers in Zhengzhou during the fiscal year 2021, aiming to enhance its presence in urban clusters[14]. - The company signed lease agreements for 20 new self-operated teaching centers to expand its market presence in surrounding areas of Zhengzhou[11]. - The company anticipates continued expansion in urban clusters, with the penetration rate of after-school education services in Zhengzhou and Henan province still significantly lower than that of first-tier cities, which is between 50% to 60%[14]. Operational Adjustments and Recovery - The company experienced a V-shaped recovery in business performance in the second half of fiscal year 2020 after a significant impact from the COVID-19 pandemic[10]. - The group transitioned several in-person courses to online formats during the COVID-19 pandemic, minimizing operational impacts[22]. - The company is committed to enhancing its operational capabilities and adapting to the evolving educational landscape post-COVID-19, laying a solid foundation for sustainable growth in fiscal year 2021[18]. Investments and Future Plans - In the fiscal year 2020, the company invested approximately RMB 28.2 million in content and information technology research and training, accounting for about 8.5% of its revenue[13]. - The company plans to strengthen cooperation with other service providers (B-end) and develop integrated services to extend growth value in fiscal year 2021[15]. - The company aims to transition from data application to intelligent application on its OMO education platform, enhancing personalized learning experiences[16]. - The company plans to discuss future business development and performance analysis using key financial performance indicators in the annual report[81]. Shareholder and Governance Matters - The group adopted a share incentive plan on December 14, 2020, granting reward shares to 24 regional managers, aligning their interests with the company's[21]. - The company completed its IPO on July 15, 2020, issuing 200,000,000 shares at a price of HKD 1.25 per share, including 20,000,000 shares for public offering and 180,000,000 shares for placement[77]. - The company has established a remuneration committee to review its remuneration policy based on operational performance and market practices[115]. - The board of directors consists of 8 members, including 3 executive directors, 1 non-executive director, and 4 independent non-executive directors, ensuring a high level of independence[193]. - The company has arranged appropriate liability insurance for directors to cover legal liabilities arising from corporate activities, with annual reviews of coverage[192]. Compliance and Regulatory Matters - The company has not encountered any serious violations of applicable laws and regulations that would significantly impact its operations[85]. - The structural contracts carry risks, including potential invalidation if deemed non-compliant with Chinese laws, which could lead to significant consequences for the company[164]. - The company is subject to uncertainties regarding the interpretation and implementation of the Foreign Investment Law, which may impact its corporate structure and operational feasibility[165]. - The company commits to annual reviews of the overall performance and compliance of structural contracts to ensure effective business operations[165]. Employee and Management Information - As of December 31, 2020, the company had 1,433 employees, an increase from 1,393 in 2019, with total employee-related costs approximately RMB 122.1 million, down from RMB 128.8 million in 2019[118]. - The company provides comprehensive compensation packages, including salaries and performance bonuses, and participates in various employee social security plans[118]. - All independent non-executive directors confirmed their independence in accordance with the listing rules, ensuring compliance with governance standards[194].

ai160041764029_DaShan IR2020 cover 7mm output.pdf 1 18/9/2020 下午4:27 DASHAN EDUCATION HOLDINGS LIMITED Interim Report 2020 中期報告 INTERIM REPORT （於開曼群島註冊成立之有限公司） 中期報告 2020 2020 目錄 | --- | --- | --- | --- | |---------|-----------------------------------------|-------|-------| | | | | | | 2 | 公司資料 | | | | 4 | 財務摘要 | | | | 5 | 主席報告 | | | | 7 | 管理層討論與分析 | | | | 16 | 企業管治及其他資料 | | | | 27 | 簡明綜合財務報表審閱報告 | | | | 29 | 簡明綜合損益及其他全面收益表 | | | | 30 | 簡明綜合財務狀況表 | | | | 32 | 簡明綜合權益變動表 | | | | 33 35 | 簡明綜合現金流量表 簡明綜合財務報表附註 | ...