Financial Performance - Revenue for the fiscal year ending August 31, 2023, reached RMB 2,302.54 million, a 160.3% increase compared to the previous year[7] - Gross profit for the fiscal year ending August 31, 2023, was RMB 778.85 million, a 165.3% increase compared to the previous year[7] - Net profit for the fiscal year ending August 31, 2023, was RMB 331.07 million, a 244.3% increase compared to the previous year[7] - Adjusted net profit for the fiscal year ending August 31, 2023, was RMB 365.66 million, a 276.4% increase compared to the previous year[7] - Basic earnings per share for the fiscal year ending August 31, 2023, were RMB 0.159, a 247.2% increase compared to the previous year[7] - Total dividends for the fiscal year ending August 31, 2023, were RMB 0.0477 per share, a 108.3% increase compared to the previous year[7] - The company's revenue for the fiscal year ending August 31, 2023, was RMB 2,302.54 million, a significant increase from RMB 884.37 million in the previous year[15] - Gross profit for the fiscal year ending August 31, 2023, was RMB 778.85 million, up from RMB 293.54 million in the previous year[15] - The company's net profit for the fiscal year ending August 31, 2023, was RMB 331.07 million, compared to RMB 96.16 million in the previous year[15] - Total revenue increased by 160.3% to RMB 2,302.5 million in the reporting year, driven by growth in comprehensive education services and product sales[30] - Net profit for the year rose to RMB 331.1 million, up from RMB 96.2 million in the previous year[28] - Gross profit rose by 165.3% to RMB 778.8 million, with the gross margin slightly increasing by 0.6 percentage points to 33.8%[35] Student Enrollment and Academic Performance - The number of high school students in the company's network increased by 43.8% to 36,708 at the beginning of the 2023 autumn semester[6] - The company's high school students achieved a college admission rate of 83.5%, with 50.3% exceeding the admission score for top-tier universities in China[6] - The company provided comprehensive education services to 25,524 high school students during the reporting year, with a 43.8% increase in high school enrollment to 36,708 students at the beginning of the 2023 fall semester[17] - Approximately 83.5% of the company's high school graduates in 2023 exceeded the Chinese university undergraduate admission score line, with 50.3% exceeding the first-tier university admission score line[11] - 83.5% of the company's 2023 high school graduates exceeded the Chinese university undergraduate admission score line, and 50.3% exceeded the first-tier university admission score line[19] - 127 high school graduates enrolled in top 50 global universities in 2023, an increase of 48 from 79 in 2022[19] - High school student enrollment grew by 43.8% to 36,708 students, with new high school student enrollment increasing by 41% to 19,071 students[27] Operational Expansion and Infrastructure - The company operates in 36 cities across China, with a presence in 50 schools as of August 31, 2023[6] - The company's education network covers 36 cities across China, providing services to 50 schools in 16 provinces and municipalities[10] - The company operates 50 schools across 36 cities in China as of August 31, 2023[20] - Full-time teachers increased to 2,090 as of August 31, 2023, up from 1,124 in the same period in 2022[20] - The company provides management and franchising services to 7 managed schools[21] - Comprehensive education services revenue surged by 253.8% to RMB 1,223.2 million, primarily due to increased high school enrollment and the addition of four independently operated high schools[30] - The company's construction-in-progress amounted to approximately RMB 333.6 million as of August 31, 2023, mainly related to eight school construction projects[71] - The company allocated HKD 200 million for potential acquisitions of high-quality targets, with HKD 161.74 million remaining unused as of August 31, 2023[50] - HKD 194.97 million was allocated for self-built and self-operated projects in first-tier and core cities, with HKD 43.9 million remaining unused as of August 31, 2023[50] - HKD 151.07 million was used for the expansion of self-built and self-operated projects, specifically for the Shenzhen Tianli International School as of August 31, 2023[51] - The company is exploring opportunities for overseas expansion, including potential acquisitions and partnerships with top 20 schools in the UK, Hong Kong, and other regions[52] Regulatory and Compliance - The company removed affected businesses from consolidated financial statements starting August 31, 2021, due to regulatory changes[21] - The company is monitoring the implementation of the "Regulations on the Promotion of Private Education" and its potential impact[21] - The company is closely monitoring developments related to the "Foreign Investment Law" and its potential implications[22] - The company lists 30 affected schools, primarily offering primary and secondary education, as of August 31, 2023[23] - The company has implemented measures to comply with the "Qualifications Requirements" under the "Regulations on Chinese-Foreign Cooperation in Running Schools"[52] - The company ensures control over its Chinese operating entities through structural contracts to comply with Chinese laws and regulations[53] - The "Implementation Regulations" effective from September 1, 2021, have created significant uncertainty regarding the enforceability of structural contracts for affected businesses[88] - The company has applied for and received approval from the stock exchange to exempt certain transactions under the structural contracts from strict compliance with listing rules, including disclosure and shareholder approval requirements[99] - Any changes to the structural contracts require approval from independent non-executive directors and, in some cases, independent shareholders[100] - The company's structural contracts allow it to retain the majority of the net profits generated by its Chinese operating entities, ensuring economic benefits without setting an annual cap on service fees payable to Tibet Yongsi[101] - The company can renew or replicate structural contracts for existing or new foreign-invested enterprises or operating companies under similar terms without shareholder approval, subject to Chinese laws and regulations[102] - The company will continuously disclose details of structural contracts in its annual reports, with independent non-executive directors and auditors reviewing and confirming compliance annually[103] - Independent non-executive directors confirmed that the ongoing related-party transactions were conducted on fair and reasonable terms, in the ordinary course of business, and in the best interests of shareholders[104] - The company's auditors confirmed that there were no issues with the transactions under the 2021 school construction framework agreement and structural contracts, and no dividends or distributions were made to school promoters or equity holders outside the group[105] - The company complied with all disclosure requirements under Chapter 14A of the Listing Rules regarding related-party transactions, with details provided in the financial statements and previous announcements[106] Corporate Governance and Leadership - The company's CFO, Mr. Wang Rui, has been serving as the Chief Financial Officer, Executive Director, and Joint Company Secretary since January 31, 2018[56] - Mr. Wang Rui holds a Bachelor's degree in Accounting from Southwestern University of Finance and Economics, obtained in July 2004[56] - The company's non-executive director, Mr. Pan Ping, has extensive experience in business management and development, and has served as the President of Red Star Macalline Group from May 2017 to October 2022[57] - Mr. Pan Ping graduated from the Central Party School in September 1985 and has been studying the Entrepreneur Scholar Program (DBA) at Cheung Kong Graduate School of Business since 2018[57] - The company's independent non-executive director, Mr. Liao Qiyu, has been serving as an independent non-executive director for several companies, including Sihuan Pharmaceutical Holdings Group Ltd. and Tigermed Consulting Co., Ltd.[58] - Mr. Liao Qiyu holds a Bachelor's degree in Mechanical Engineering from Imperial College London and an MBA in International Banking and Finance from the University of Birmingham[58] - The company's independent non-executive director, Mr. Yang Dong, has over 30 years of experience in the education industry in Sichuan and has been serving as a teacher at Chengdu Normal University since May 2012[58] - The company's independent non-executive director, Mr. Cheng Yiqun, has over 20 years of experience in providing legal services and has been serving as an independent non-executive director for several companies, including Jinzai Food Group Co., Ltd. and Wuhan Zhongco Ruihua Ecological Technology Co., Ltd.[59] - The company's Chairman and CEO, Mr. Luo Shi, was appointed as an Executive Director on January 31, 2018, and designated as the Chairman and CEO on June 26, 2018[60] - The company was incorporated in the Cayman Islands on January 24, 2017, and its shares were listed on the Main Board of the Hong Kong Stock Exchange on July 12, 2018[61] - The company's directors and senior officers are entitled to indemnification for losses or liabilities incurred in legal proceedings where they are acquitted or found not guilty[75] - The company's directors include executive directors Luo Shi and Wang Rui, and non-executive directors Tian Mu (resigned), Pan Ping, and Zhang Wenzao (appointed)[76] - Independent non-executive directors Liao Qiyu, Yang Dong, and Cheng Yiqun have confirmed their independence as per the listing rules[77] - Directors' service contracts are set to expire on July 11, 2024, for Luo Shi, Wang Rui, Liao Qiyu, Yang Dong, and Cheng Yiqun, and on April 24, 2026, for Pan Ping and Zhang Wenzao[78] - The company has no arrangements for any director to waive or agree to waive any remuneration, and no director received any remuneration for joining or leaving the company[79] - No director has a significant interest in any transaction, arrangement, or contract that is material to the company's business[80] - The company has no significant contracts with controlling shareholders or their associates during the fiscal year[81] - The company has non-exempt continuing connected transactions, including a school construction framework agreement with Nanyuan Construction, with annual caps set for the fiscal years ending August 31, 2022, 2023, and 2024[83] - The annual caps for the school construction framework agreement are RMB 1,500,000 for the fiscal year ending August 31, 2022, RMB 750,000 for the fiscal year ending August 31, 2023, and RMB 600,000 for the fiscal year ending August 31, 2024[84] - The transaction amount between the company and Nanyuan Construction under the 2021 school construction framework agreement was approximately RMB 84.861 million for the year ended August 31, 2023[85] - The company's structural contracts aim to control the financial and operational policies of Chinese operating entities, allowing indirect business operations in China while complying with local laws and regulations[86] - Risks associated with the structural contracts include potential non-compliance with Chinese laws, conflicts of interest with Chinese operating entity owners, and limitations on the ability to pledge school operator rights[87] - Under the exclusive business cooperation agreement, Tibet Yongsi provides technical services, management support, and advisory services to Chinese operating entities in exchange for fees[89] - The exclusive purchase right agreement grants Tibet Yongsi the right to purchase school operator rights or equity in Chinese operating entities at the minimum price allowed by Chinese laws[89] - The school operator and director/board member rights entrustment agreement authorizes Tibet Yongsi to exercise all rights of school operators on behalf of Chinese operating entities within the scope permitted by Chinese law[90] - The school operator authorization letters appoint Tibet Yongsi as the agent to exercise all rights of school operators for Chinese operating schools[91] - The director authorization letters appoint Tibet Yongsi as the agent to exercise all rights of directors for Chinese operating schools[92] - Shareholders and Chinese operating entities have irrevocably authorized Tibet Yongsi to exercise all rights as shareholders of the relevant Chinese operating entities, including voting rights, appointment of directors, and rights to declare dividends[93] - Tibet Yongsi has been granted the authority to act as an agent for shareholders and Chinese operating entities, exercising all rights on their behalf, including the transfer or pledge of equity in the relevant Chinese operating companies[94] - Spouses of registered shareholders have irrevocably agreed to restrictions on direct or indirect equity in Tianli Education, including limitations on transfer, pledge, or disposal of such equity[95] - Registered shareholders have unconditionally pledged all their equity in Tianli Education to Tibet Yongsi, granting a first-priority pledge interest to secure the performance of structural contracts[96] - Tibet Yongsi has agreed to provide interest-free loans to Tianli Education, with the funds to be used for capital injection into Chinese operating schools[97] - Tianli Education is considered a connected party under the listing rules due to its 99% ownership by Mr. Luo Shi, a director and controlling shareholder of the company[98] - The company's structural contracts allow it to retain the majority of the net profits generated by its Chinese operating entities, ensuring economic benefits without setting an annual cap on service fees payable to Tibet Yongsi[101] - The company can renew or replicate structural contracts for existing or new foreign-invested enterprises or operating companies under similar terms without shareholder approval, subject to Chinese laws and regulations[102] - The company will continuously disclose details of structural contracts in its annual reports, with independent non-executive directors and auditors reviewing and confirming compliance annually[103] - Independent non-executive directors confirmed that the ongoing related-party transactions were conducted on fair and reasonable terms, in the ordinary course of business, and in the best interests of shareholders[104] - The company's auditors confirmed that there were no issues with the transactions under the 2021 school construction framework agreement and structural contracts, and no dividends or distributions were made to school promoters or equity holders outside the group[105] - The company complied with all disclosure requirements under Chapter 14A of the Listing Rules regarding related-party transactions, with details provided in the financial statements and previous announcements[106] - As of August 31, 2023, no management or administrative contracts were entered into concerning the company's entire business or any major part thereof[107] - Mr. Luo Shi holds approximately 43.21% of the company's shares, including beneficial interests, controlled corporate interests, spousal interests, and trust beneficiary interests[108] - Sky Elite Limited holds 892,245,316 shares, representing 41.42% of the company's equity[111] - Tu Mengxuan, spouse of Luo Shi, holds 1,956,520 shares, with 1,565,216 shares vested as of August 31, 2023[109][112] - Luo Shi holds 6,521,733 shares fully vested as of August 31, 2023, and has 30,000,000 share options granted but not exercised[109] - Wang Rui holds 1,956,520 shares fully vested as of August 31, 2023, and has 7,000,000 share options granted but not exercised[109] - The company employs 5,029 employees as of August 31, 2023, up from 3,018 in the previous year[113] - Employee costs for the reporting year amounted to approximately RMB 566.4 million, compared to RMB 198.6 million in the previous year[113] - The maximum number of shares that can be awarded under the Pre-IPO Restricted Share Award Plan is 107,178,158 shares, representing approximately 4.98% of the company's issued share capital[117] - A total of 107,178,158 shares (approximately 4.98% of the company's total issued shares) were granted under the Pre-IPO Restricted Share Award Scheme as of August 31, 2023[123] - The Pre-IPO Restricted Share Award Scheme granted all 107,178,158 shares before the company's listing in July 2018[119] - The highest-paid five individuals (excluding directors) were granted 1,956,520 shares with a vesting schedule spanning from September 1, 2018, to September 1, 2023[124] - Class A shares totaling 85,265,137 were granted with a vesting period from July 12, 2018, to March 1, 2022[124] - Class B shares totaling 7,043,470 were granted with a vesting schedule from September 1, 2018, to September 1, 2023[124] - Class C shares totaling 4,434,778 were granted with a vesting schedule from December 1, 2018, to December 1, 2023[124] - The grant price for the shares under the Pre-IPO Restricted Share Award Scheme was RMB 0.77 per share[124] - As of August 31, 2023, 391,304 shares for the highest-paid five individuals and 782,624 Class B shares remained unvested[124] - The weighted average market price of the shares related to the vesting during the reporting year was HKD 1.45 for the highest-paid five individuals and Class B shares[124] - The weighted average market price of the shares related to the vesting during the reporting year was HKD 1.73 for Class C shares[124] - The maximum number of shares that may be issued under the Share Option Plan and any other share option plans of the Group shall not exceed 10% of the issued shares as of the listing date, equivalent to 200,000,000 shares, which represents 9.29% of the issued shares as of the reporting date[128] - The total number of shares issued or to be issued due to the exercise of share options granted to any one individual within a 12-month period shall not exceed 1% of the issued share capital of the company at the time of grant[129] - The total value of securities issued or to be issued due to the exercise of share options granted to a major shareholder or independent non-executive director or their associates within a 12-month period shall not exceed HKD 5.0 million based on the closing price of the securities on the grant date[131] - The Board may propose to grant share options to any
天立国际控股(01773) - 2023 - 年度财报