北京市中伦（广州）律师事务所 关于全通教育集团（广东）股份有限公司 2025 年第一次临时股东会的 法律意见书 二〇二五年九月 北京市中伦（广州）律师事务所 关于全通教育集团（广东）股份有限公司 2025 年第一次临时股东会的 法律意见书 致：全通教育集团（广东）股份有限公司 根据全通教育集团（广东）股份有限公司（"全通教育"或"公司"）的委托， 北京市中伦（广州）律师事务所（"本所"）就公司 2025 年第一次临时股东会（"本 次股东会"）所涉及的召集、召开程序、召集人资格和出席会议人员的资格、本 次股东会的提案、表决程序及表决结果等相关问题发表法律意见。 本法律意见书系根据《中华人民共和国公司法》（"《公司法》"）、《中华人民 共和国证券法》、《上市公司股东会规则》（"《股东会规则》"）、《律师事务所从事 证券法律业务管理办法》（"《证券法律业务管理办法》"）及《全通教育集团（广 东）股份有限公司章程》（"《公司章程》"）的有关规定出具。 为出具本法律意见书之目的，本所经办律师（"本所律师"）列席了本次股东 会，并依照现行有效的中国法律、法规以及中国证券监督管理委员会（"中国证 监会"）相关规章、规范性文 ...

Market Overview - The education sector increased by 1.27% on September 16, with Kede Education leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Individual Stock Performance - Kede Education (300192) closed at 19.67, up 2.98% with a trading volume of 246,800 shares and a turnover of 483 million yuan [1] - Other notable performers include: - Borye (600880) at 5.11, up 2.61% [1] - China High-Tech (600730) at 10.62, up 2.12% [1] - Zhonggong Education (002607) at 3.08, up 1.99% with a trading volume of 3.296 million shares and a turnover of 1.007 billion yuan [1] - Xueda Education (000526) at 46.68, up 1.94% [1] Capital Flow Analysis - The education sector saw a net inflow of 129 million yuan from institutional investors, while retail investors experienced a net outflow of 130 million yuan [2] - Retail investors contributed a net inflow of 1.7446 million yuan [2] Detailed Capital Flow for Selected Stocks - Zhonggong Education (002607) had a net inflow of 12 million yuan from institutional investors, but a net outflow of 83.186 million yuan from retail investors [3] - Kede Education (300192) experienced a net inflow of 20.4803 million yuan from institutional investors, with a slight net outflow from retail investors [3] - Other stocks like Borye (600880) and Xueda Education (000526) also showed mixed capital flows with varying degrees of institutional and retail investor activity [3]

全通教育集团（广东）股份有限公司董事会 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 为进一步加强与投资者的互动交流，全通教育集团（广东）股份有限公司（以下 简称"公司"）将参加由广东证监局、广东上市公司协会与深圳市全景网络有限公司 联合举办的"向新提质 价值领航——2025 年广东辖区投资者集体接待日暨辖区上市 公司中报业绩说明会"活动，现将相关事项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net），或关注微信公众号：全景财经，或下载全景路演 APP，参与本 次互动交流，活动时间为 2025 年 9 月 19 日（周五）15:30-17:00。届时公司董事长毛 剑波先生、总经理周斌先生、独立董事余勇义先生、董事会秘书赵彪先生、财务总监 朱伟源先生（代行）将在线就公司 2025 年半年度业绩、公司治理、发展战略、经营 状况、融资计划等投资者关心的问题，与投资者进行沟通与交流，欢迎广大投资者踊 跃参与！ 特此公告。 证券代码：300359 证券简称：全通教育 公告编号：2025-045 全通教育集 ...

证券日报网讯全通教育（300359）9月11日在互动平台回答投资者提问时表示，截至2025年9月10日，公 司股东人数为35，327户。 ...

Market Overview - The education sector increased by 0.61% on September 10, with Kevin Education leading the gains [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Individual Stock Performance - Kevin Education (002659) closed at 5.97, up 4.55% with a trading volume of 375,300 shares and a turnover of 223 million yuan [1] - China High-Tech (600730) closed at 11.11, up 3.54% with a trading volume of 469,600 shares and a turnover of 513 million yuan [1] - Other notable performers include Bo Rui Chuan Bo (600880) up 2.24%, and Ke De Education (300192) up 2.19% [1] Capital Flow Analysis - The education sector saw a net inflow of 45.68 million yuan from institutional investors, while retail investors experienced a net inflow of 11.59 million yuan [2] - Speculative funds had a net outflow of 57.27 million yuan [2] Detailed Capital Flow for Selected Stocks - Zhong Gong Education (002607) had a net inflow of 77.87 million yuan from institutional investors, but a net outflow of 44.05 million yuan from speculative funds [3] - Kevin Education (002659) experienced a net inflow of 6.66 million yuan from institutional investors, with a net outflow of 9.33 million yuan from speculative funds [3] - Other stocks like Guo Mai Technology (002093) and Bo Rui Chuan Bo (600880) also showed mixed capital flows with varying degrees of net inflows and outflows [3]

Market Overview - The education sector experienced a decline of 2.7% on September 2, with Guomai Technology leading the drop [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Individual Stock Performance - Action Education (605098) closed at 36.05, with a slight increase of 0.14% and a trading volume of 15,700 shares [1] - Kevin Education (002659) remained unchanged at 5.24, with a trading volume of 214,400 shares [1] - Xueda Education (000526) fell by 0.98% to 47.70, with a trading volume of 27,300 shares [1] - ST Dongshi (603377) decreased by 1.39% to 3.56, with a trading volume of 212,600 shares [1] - Zhonggong Education (002607) dropped 1.66% to 2.97, with a trading volume of 3,027,500 shares [1] - Angli Education (600661) fell by 1.92% to 10.70, with a trading volume of 60,100 shares [1] - Borui Communication (600880) decreased by 2.15% to 5.01, with a trading volume of 292,400 shares [1] - ST Kaiyuan (300338) fell by 2.17% to 4.05, with a trading volume of 57,100 shares [1] - ST Chuan Zhi (003032) decreased by 2.38% to 6.56, with a trading volume of 67,600 shares [1] - Quantu Education (300359) fell by 2.45% to 5.96, with a trading volume of 170,300 shares [1] Capital Flow Analysis - The education sector saw a net outflow of 401 million yuan from institutional investors, while retail investors experienced a net inflow of 307 million yuan [2] - The net inflow from speculative funds was 93.74 million yuan [2] Detailed Capital Flow for Selected Stocks - Kevin Education (002659) had a net inflow of 8.16 million yuan from institutional investors, while speculative funds saw a net outflow of 4.64 million yuan [3] - Action Education (605098) experienced a net inflow of 6.19 million yuan from institutional investors, with a net outflow of 3.53 million yuan from speculative funds [3] - Xueda Education (000526) had a minimal net inflow of 143,500 yuan from institutional investors, with a net outflow of 3.46 million yuan from speculative funds [3] - Kede Education (300192) saw a slight net outflow of 187,300 yuan from institutional investors, with a significant net outflow of 24.17 million yuan from speculative funds [3] - ST Kaiyuan (300338) experienced a net outflow of 3.39 million yuan from institutional investors, while speculative funds had a net inflow of 711,800 yuan [3] - ST Chuan Zhi (003032) had a net outflow of 6.13 million yuan from institutional investors, with a net inflow of 890,700 yuan from speculative funds [3] - Angli Education (600661) saw a net outflow of 8.87 million yuan from institutional investors, while retail investors had a net inflow of 9.28 million yuan [3] - ST Dongshi (603377) experienced a net outflow of 12.71 million yuan from institutional investors, with a net inflow of 9.10 million yuan from retail investors [3] - Quantu Education (300359) had a net outflow of 12.94 million yuan from institutional investors, while retail investors saw a net inflow of 7.30 million yuan [3]

Core Viewpoint - The recent financial report of Qiantong Education (300359) shows significant declines in revenue and profit, indicating a deteriorating financial situation for the company [1] Financial Performance - Total revenue for the first half of 2025 was 125 million yuan, a year-on-year decrease of 36.58% [1] - The net profit attributable to shareholders was -32.30 million yuan, down 153.25% year-on-year [1] - In Q2 2025, total revenue was 70.07 million yuan, a decline of 41.99% compared to the same quarter last year [1] - The net profit for Q2 2025 was -13.24 million yuan, a decrease of 61.21% year-on-year [1] - The gross margin was 18.26%, down 33.43% year-on-year, while the net margin was -27.5%, a drop of 361.8% [1] Cost Structure - The combined expenses (selling, administrative, and financial) totaled 45.69 million yuan, accounting for 36.68% of total revenue, which is an increase of 71.15% year-on-year [1] - The financial expenses, selling expenses, and administrative expenses have significantly increased, indicating rising operational costs [1] Asset and Cash Flow Analysis - Cash and cash equivalents decreased to 306 million yuan, down 14.76% year-on-year [1] - Accounts receivable also fell to 214 million yuan, a decrease of 15.52% [1] - The company reported a negative operating cash flow per share of -0.07 yuan, which is an increase of 20.36% year-on-year [1] Historical Performance and Investment Return - The company's historical return on invested capital (ROIC) has been weak, with a median of 2.62% over the past decade [2] - The worst year recorded was 2019, with an ROIC of -49.33%, indicating poor investment returns [2] - The company has reported losses in three out of ten years since its IPO, suggesting a fragile business model [2] Debt and Financial Health - The company maintains a healthy cash asset position, but the cash flow situation is concerning, with a three-year average operating cash flow to current liabilities ratio of -3.98% [2] - Financial expenses have reached 81.34% of the average operating cash flow over the past three years, indicating high financial burden [2]

Core Insights - The company reported a total revenue of 125 million yuan for the first half of 2025, ranking 10th among disclosed peers, which represents a decrease of 71.84 million yuan or 36.58% year-on-year [1] - The net profit attributable to shareholders was -32.30 million yuan, ranking 11th among peers, a decline of 19.54 million yuan compared to the same period last year [1] - The net cash inflow from operating activities was -44.75 million yuan, ranking 9th among peers, but showed an increase of 11.44 million yuan year-on-year, marking two consecutive years of growth [1] Financial Ratios - The latest debt-to-asset ratio is 18.62%, ranking 2nd among peers, with a decrease of 0.83 percentage points from the previous quarter and a decrease of 0.04 percentage points year-on-year [3] - The latest gross profit margin is 18.26%, ranking 12th among peers, with an increase of 0.22 percentage points from the previous quarter, but a decrease of 9.17 percentage points year-on-year [3] - The latest return on equity (ROE) is -5.75%, ranking 11th among peers, a decrease of 3.89 percentage points compared to the same period last year [3] - The diluted earnings per share are -0.05 yuan, ranking 10th among peers, a decrease of 0.03 yuan year-on-year [3] - The latest total asset turnover ratio is 0.15 times, ranking 7th among peers, a decrease of 0.05 times year-on-year, representing a decline of 23.26% [3] - The latest inventory turnover ratio is 10.95 times, ranking 7th among peers, with an increase of 0.18 times year-on-year, reflecting a growth of 1.66% [3]

Core Viewpoint - The A-share education sector in the first half of 2025 continues to exhibit a "polarized" pattern, with some companies thriving while others struggle, reflecting the complex and changing market environment [1][20]. Group 1: "Fire Zone" Companies - Companies in the "fire zone" such as Xueda Education, Angli Education, and Tuo Wei Information show significant growth and profitability, driven by different strategies: scale expansion, comprehensive transformation, and technology-driven approaches [3][20]. - Xueda Education achieved revenue of 1.92 billion with a growth rate of 18.3% and a net profit of 230 million, focusing on personalized education and national expansion [4][20]. - Angli Education reported revenue of 632 million, up 11.84%, and turned a profit of 2.88 million, diversifying into multiple educational sectors including quality education and vocational training [6][20]. - Tuo Wei Information's revenue was 1.306 billion, down 24.42%, but net profit surged to 78.81 million due to non-recurring gains, highlighting a reliance on financial adjustments rather than core business growth [8][20]. Group 2: "Ice Zone" Companies - Companies in the "ice zone" like Quantu Education, Honghe Education, and ST Kaiyuan face severe challenges, including significant revenue declines and ongoing losses, reflecting the harsh realities of the education industry [10][20]. - Quantu Education's revenue fell to 125 million, down 36.58%, with a net loss of 32.3 million, struggling with policy tightening and reduced client payment capabilities [11][20]. - Honghe Education reported revenue of 1.4 billion, down 10.99%, with a net profit of only 45 million, as its core interactive whiteboard business continues to decline [12][20]. - ST Kaiyuan's revenue dropped to 75.64 million, down 22.6%, with a net loss of 44.36 million, facing severe financial distress and potential delisting risks [16][20]. Group 3: "Middle Zone" Companies - Companies like Keda Xunfei, Kewen Education, and Kede Education are positioned in the middle zone, showing both growth potential and structural challenges [20][24]. - Keda Xunfei achieved revenue of 10.91 billion, up 17%, but reported a net loss of 360 million, indicating a struggle to convert growth into profitability [21][20]. - Kewen Education's revenue was 171 million, with a net profit of 735,000, reflecting a strong brand in international education despite its small scale [23][20]. - Kede Education's revenue declined to 366 million, down 1.15%, while its net profit fell by 15.16%, showcasing a dual narrative of declining core business and capital market interest due to its AI chip investments [22][20].

证券代码：300359 证券简称：全通教育 公告编号：2025-040 一、重要提示 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 资者应当到证监会指定媒体仔细阅读半年度报告全文。 董事、监事、高级管理人员异议声明 所有董事均已出席了审议本报告的董事会会议。 非标准审计意见提示 □适用 √不适用 董事会审议的报告期利润分配预案或公积金转增股本预案 □适用 √不适用 公司计划不派发现金红利，不送红股，不以公积金转增股本。 董事会决议通过的本报告期优先股利润分配预案 □适用 √不适用 ■ 董事、监事、高级管理人员异议声明的风险提示 董事温小桦因其内部会议议程未完成，未取得相应授权，故投弃权票。其无法保证公司2025年半年度报 告的内容真实、准确、完整，不确认是否存在虚假记载、误导性陈述或重大遗漏。请投资者注意投资风 险。 3、公司股东数量及持股情况 单位：股 ■ 持股5%以上股东、前10名股东及前10名无限售流通股股东参与转融通业务出借股份情况 □适用 √不适用 二、公司基本情况 1、公司简介 ■ 2、主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 ...