天立国际控股(01773) - 2024 - 年度财报

Financial Performance and Costs - Financial costs increased from RMB 62.5 million in the year ended August 31, 2023, to RMB 86.4 million in the reporting year, primarily due to increased interest on bank loans and lease liabilities[1] - Income tax increased by 68.4% from approximately RMB 109.4 million (restated) in the year ended August 31, 2023, to approximately RMB 184.3 million in the reporting year, mainly due to increased pre-tax profits from taxable subsidiaries[2] - Administrative expenses increased by 7.3% from approximately RMB 240.1 million in the year ended August 31, 2023, to approximately RMB 257.5 million in the reporting year, primarily due to increased administrative staff costs, share-based compensation expenses, and other expenses[9] - The actual income tax rate for the year ended August 31, 2024, was 24.9%, compared to 24.6% (restated) for the year ended August 31, 2023[2] - Revenue for the fiscal year ending August 31, 2024, was RMB 3,320,898,000, derived from integrated education services, product sales, integrated logistics services, and management and franchise fees (net of rebates and sales-related taxes)[64] - Revenue for the year ended August 31, 2024, was RMB 3,320.9 million, a 44.2% increase from RMB 2,302.5 million in 2023[127] - Gross profit for 2024 was RMB 1,118.9 million, up 43.7% from RMB 778.8 million in 2023[127] - Net profit attributable to the company's owners for 2024 was RMB 575.9 million, a 70.9% increase from RMB 337.0 million in 2023[127] - Basic earnings per share for 2024 were RMB 27.51 cents, up from RMB 16.05 cents in 2023[127] - The company's effective tax rate for 2024 was 24.9%, calculated based on the income tax expense of RMB 184.3 million and pre-tax profit of RMB 740.5 million[127] - The company reported a net profit of RMB 337,028 thousand for the year ended August 31, 2024, compared to a net loss of RMB (237,995) thousand in the previous year[136] - Net profit for the year reached RMB 575,956 thousand, with a comprehensive income total of RMB 575,977 thousand[166] Capital Structure and Financial Position - The company's capital structure has remained unchanged since its successful listing on the Main Board of the Hong Kong Stock Exchange on July 12, 2018[4] - The company's cash and cash equivalents were approximately RMB 1,358.4 million as of August 31, 2024, compared to RMB 1,501.7 million as of August 31, 2023[42] - The company's net current liabilities increased to approximately RMB 2,438.4 million as of August 31, 2024, from RMB 2,198.4 million as of August 31, 2023, primarily due to an increase in short-term bank loans[40] - The company's total borrowings were approximately RMB 2,053.0 million as of August 31, 2024, compared to RMB 1,672.4 million as of August 31, 2023[46] - The company's debt-to-equity ratio was approximately 20.1% as of August 31, 2024, compared to 17.5% as of August 31, 2023[46] - The company had unused bank financing of approximately RMB 844.0 million as of August 31, 2024[46] - Total non-current assets increased to RMB 7,975,058 thousand in 2024, up from RMB 7,186,095 thousand in 2023, reflecting growth in property, plant, and equipment (RMB 4,969,301 thousand) and right-of-use assets (RMB 2,448,695 thousand)[129] - Current assets decreased to RMB 2,218,658 thousand in 2024 from RMB 2,371,130 thousand in 2023, with a notable decline in cash and cash equivalents to RMB 1,358,388 thousand from RMB 1,501,724 thousand[129] - Current liabilities increased to RMB 4,657,047 thousand in 2024, up from RMB 4,569,481 thousand in 2023, driven by higher trade payables (RMB 56,627 thousand) and other payables (RMB 609,858 thousand)[129] - Net current liabilities worsened to RMB (2,438,389) thousand in 2024 compared to RMB (2,198,351) thousand in 2023, indicating increased financial pressure[129] - Total equity increased to RMB 2,100,975 thousand in 2024, up from RMB 1,880,982 thousand in 2023, with retained profits rising to RMB 88,519 thousand from RMB (237,995) thousand[136] - The company's goodwill increased significantly to RMB 106,465 thousand in 2024 from RMB 16,413 thousand in 2023, indicating potential acquisitions or revaluations[129] - The company's deferred tax assets grew to RMB 337,019 thousand in 2024 from RMB 280,449 thousand in 2023, reflecting higher tax planning benefits[129] - The company's reserves increased to RMB 2,294,341 thousand as of August 31, 2024, from RMB 1,919,373 thousand in the previous year[164] - Non-controlling interests decreased to RMB 262 thousand as of August 31, 2024, from RMB 30,243 thousand in the previous year[164] - The company's total equity as of August 31, 2024, was RMB 2,473,036 thousand, up from RMB 2,100,975 thousand in the previous year[164] - Total equity as of August 31, 2024, amounted to RMB 2,095,468 thousand, compared to RMB 2,100,975 thousand after restatement for the previous year[166] - The company's net asset value as of August 31, 2024, was RMB 2,473,036 thousand, up from RMB 2,100,975 thousand in the previous year[164] - Equity attributable to the company's owners as of August 31, 2024, was RMB 2,472,774 thousand, compared to RMB 2,070,732 thousand in the previous year[164] Corporate Governance and Committees - The nomination committee held 1 meeting during the year ended August 31, 2024, to review the board's structure, size, composition, and diversity, and to make recommendations for director appointments and re-appointments[15] - The remuneration committee held 1 meeting during the year ended August 31, 2024, to review and approve management remuneration proposals and make recommendations on executive directors' and senior management's compensation[24] - The company's board committees, including the audit, remuneration, and nomination committees, are primarily composed of independent non-executive directors[5] - The company's nomination committee considers candidates' experience, knowledge, and professional skills to ensure effective board operation and diversity[14] - The company's audit committee held 2 meetings during the fiscal year ending August 31, 2024, with all members attending both meetings[141] - The company's directors have service contracts expiring on July 11, 2027 (for Luo Shi, Wang Rui, Liao Qiyu, Yang Dong, and Cheng Yiqun) and April 24, 2026 (for Pan Ping and Zhang Wenzao)[145] - No directors received any payments as inducement or compensation for joining or losing positions within the company during the fiscal year ending August 31, 2024[146] - The company did not pay any third party for director services during the fiscal year ending August 31, 2024[147] - No directors had significant interests in any major transactions or contracts of the company during the fiscal year ending August 31, 2024[150] - The company's controlling shareholders signed non-compete deeds, preventing them from engaging in businesses competing with the company's operations[150] - The independent non-executive directors confirmed that the controlling shareholders complied with the non-compete deeds during the fiscal year ending August 31, 2024[151] Shareholder Communication and Meetings - The company's shareholder communication policy ensures timely and comprehensive disclosure of information through financial reports, regulatory filings, and other channels to maintain transparency and investor confidence[52] - Shareholders holding at least 10% of the company's paid-up share capital with voting rights can request a special general meeting[50] - The company's annual general meeting serves as a key communication channel between the board and shareholders, with committee chairs and independent directors available to address inquiries[55] - Shareholders must submit written queries to the board, and anonymous or oral inquiries will not be addressed[56] - The company's website (www.tianlieducation.com) provides access to the latest and important information for shareholders and investors[52] - The company reimburses reasonable expenses incurred by shareholders if the board fails to convene a requested special general meeting within the specified timeframe[50] - Shareholders must provide full name, contact details, and identification when submitting written requests or queries to the company[57] Audit and Compliance - The company's financial statements for the year ending August 31, 2024, were audited by Ernst & Young and found to be in compliance with International Financial Reporting Standards (IFRS)[60] - The audit was conducted in accordance with Hong Kong Standards on Auditing, and the auditors confirmed their independence from the company[61] - Key audit matters were identified based on professional judgment, focusing on areas most significant to the financial statements[62] - The audit fees paid to Ernst & Young for the year ended August 31, 2024, were RMB 4.05 million for audit services, RMB 1.55 million for review of unaudited interim financial information, and RMB 0.28 million for agreed-upon procedures related to financial and non-financial information[101] - The company incurred additional fees of RMB 0.3 million for reviewing internal control systems and risk management, and HK$0.1357 million for preparing the environmental, social, and governance (ESG) report[101] Business Operations and Strategy - The company's business performance heavily depends on the level of comprehensive education service fees it can charge and its ability to maintain or increase these fees[35] - The company's business relies on the market recognition of the "Tianli" brand and the reputation of its school network[36] - The company may face challenges in executing its growth strategy or effectively managing growth, which could hinder its ability to seize new business opportunities[37] - The company's education business depends on its ability to promptly and adequately respond to changes in higher education admission requirements and testing materials[38] - The academic performance of students in the company's schools may decline, potentially leading to decreased satisfaction with its educational services[39] - The company faces intense competition in China's education sector, which may lead to adverse price pressures, reduced operating profits, loss of market share, departure of qualified teachers, and increased capital expenditures[71] - The company's business relies on the ability to attract and retain senior management, responsible and qualified teachers, and other personnel[72] - Depreciation and interest expenses incurred during the construction of new schools and expansion of existing schools may lead to a decline in net profit margins[73] - The company must obtain approvals, licenses, and permits, and complete multiple registrations and filings for the education and other services it provides in China[76] - The company must obtain substantial government approvals and comply with numerous regulations for the establishment of its school districts and campuses[77] - New or changing regulations in China's private education sector may impact the company's business operations and prospects[78] - The company's business may be affected by seasonal fluctuations, leading to fluctuations in quarterly operating performance[79] - The company has made full provisions for social insurance plans and housing provident funds as of August 31, 2024[81] - The company maintains good relationships with employees, customers, and suppliers to ensure smooth business operations[82] - The company's main business remains providing comprehensive education management and diversified services in China[178] Dividends and Reserves - The proposed final dividend for the year ended August 31, 2024, is RMB 4.08 cents per share (equivalent to 4.42 HK cents), totaling approximately RMB 86.0 million (equivalent to approximately HK$93.1 million)[86] - The company's distributable reserves as of August 31, 2024, were RMB 989 million[95] - The company paid dividends of RMB 137,976 thousand in 2024, up from RMB 101,663 thousand in 2023[173] Construction and Expansion Projects - The company's construction-in-progress for the year ended August 31, 2024, amounted to approximately RMB 313.4 million, primarily related to five school construction projects[89] - The company used RMB 194.97 million from the net proceeds for the expansion of self-built and self-operated projects in Shenzhen as of August 31, 2024[118] - The remaining balance of funds allocated for potential acquisitions of high-quality targets is expected to be fully utilized by August 31, 2025[116] - The company entered into a school construction framework agreement with Nanyuan Construction, which was renewed with new annual caps approved at a special shareholders' meeting on July 10, 2019[157] - The new school construction framework agreement for 2021 has an annual cap of RMB 1,500,000 thousand for the year ending August 31, 2022, RMB 750,000 thousand for the year ending August 31, 2023, and RMB 600,000 thousand for the year ending August 31, 2024[158] - The company paid or payable approximately RMB 223.05 million under the 2021 school construction framework agreement as of August 31, 2024[158] - The 2024 school construction framework agreement has a term of three years from September 1, 2024, to August 31, 2027, with annual caps approved at the extraordinary general meeting on September 27, 2024[160] Cash Flow and Investments - Cash flow from operating activities for 2024 was RMB 827,110 thousand, a decrease from RMB 975,668 thousand in 2023[170] - Depreciation of property, plant, and equipment for 2024 was RMB 170,794 thousand, up from RMB 131,568 thousand in 2023[170] - Amortization of intangible assets increased to RMB 9,913 thousand in 2024 from RMB 4,630 thousand in 2023[170] - Share-based payment expenses for the share award plan totaled RMB 3,418 thousand in 2024, down from RMB 4,501 thousand in 2023[170] - Share-based payment expenses for the share option plan rose to RMB 37,955 thousand in 2024 from RMB 23,297 thousand in 2023[170] - Income tax paid in 2024 was RMB 132,091 thousand, compared to RMB 94,350 thousand in 2023[170] - Investment activities resulted in a net cash outflow of RMB 344,417 thousand in 2024, compared to RMB 435,229 thousand in 2023[173] - The company purchased financial assets at fair value through profit or loss for RMB 86,000 thousand in 2024, a significant decrease from RMB 862,500 thousand in 2023[173] - Cash and cash equivalents decreased by RMB 77,179 thousand in 2024, compared to an increase of RMB 509,598 thousand in 2023[175] - The company's cash and cash equivalents at the end of 2024 were RMB 1,349,016 thousand, down from RMB 1,432,369 thousand at the end of 2023[175] - The company repaid bank and other borrowings of RMB 612,041 thousand in 2024, compared to RMB 281,786 thousand in 2023[173] - The company received RMB 1,347,191 thousand from related party advances in 2024, slightly lower than RMB 1,457,077 thousand in 2023[173] Subsidiaries and Business Structure - The company's subsidiaries include Tianli Education Holdings Limited and Tianli Education (Hong Kong) Limited, both with 100% ownership[182] - The company's subsidiaries also include several high schools and kindergartens in China, such as Luzhou Tianli School and Chengdu Wuhou District Kaixing Kindergarten[182] - Zhoukou Tianli High School Co., Ltd. has a registered capital of RMB 5 million and is fully owned by the company, providing high school education services[185] - Shenzhou Hongyu (Zhuhai Hengqin) Management Consulting Co., Ltd. has a registered capital of HKD 2 million and is fully owned by the company, focusing on management consulting[185] - Qiming Daren (Zhuhai Hengqin) Education Technology Co., Ltd. has a registered capital of RMB 2 million and is fully owned by the company, specializing in management consulting[185] - Sichuan Qiming Daren Technology Co., Ltd. has a registered capital of RMB 1 million and is fully owned by the company, engaged in management consulting[185] - Dayan Zhiguang (Zhuhai Hengqin) Education Consulting Co., Ltd. has a registered capital of HKD 2 million and is fully owned by the company, providing education consulting services[185] - Sichuan Lixing Study Travel Co., Ltd. has a registered capital of RMB 10 million and is fully owned by the company, offering study travel services[185] - Rizhao Shenzhou Tianli High School Co., Ltd. has a registered capital of RMB 5 million and is fully owned by the company, providing high school education services[185] - Dongying Shenzhou Tianli High School Co., Ltd. has a registered capital of RMB 1 million and is fully owned by the company, offering high school education services[185] - Yichun Shenzhou Tianli High School Co., Ltd. has a registered capital of RMB 2 million and is fully owned by the company, providing high school education services[185] - Guangyuan Jian'ge Shenzhou Tianli High School Co., Ltd. has a registered capital of RMB 1 million and is fully owned by the company, offering high school education services[185] Liabilities and Equity - Non-current liabilities as of August 31, 2024, include lease liabilities of RMB 459,468 thousand, deferred tax liabilities of RMB 64,945 thousand, and interest-bearing bank