大地教育(08417) - 2024 - 年度业绩

Company Information This section details the company's foundational information, including its governance structure, key personnel, and administrative contacts - The report provides detailed company information, including board members, committee structures, company secretary, auditors, registered office, principal place of business, bankers, and share registrars[13][14] - The Board of Directors comprises four executive directors and three independent non-executive directors, with Mr. Chung Wang Lung as Chairman and Mr. Mok Pak Kei as Chief Executive Officer, noting the resignation of Mr. Tsang Chi Fung and appointment of Ms. Li Yuen Shan on April 1, 2024[13] Chairman's Statement The Chairman's Statement reviews the FY2023/24 performance, highlighting strategic progress, particularly online platform expansion, and a significant reduction in annual loss driven by increased other income, while emphasizing online business as a key future growth driver Annual Loss | Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Annual Loss | Approx. 5.9 million HKD | Approx. 9.0 million HKD | - The reduction in annual loss is primarily due to an increase in other income by approximately 2.2 million HKD, driven by fair value gains on financial assets at fair value through profit or loss, bank interest income, and administrative fee income[16] - A significant milestone this year was the expansion of the online platform, with investments to enhance online services for greater convenience and comprehensiveness, positioning it as a key driver for future growth[17] - Future outlook includes focusing on further enhancing the online platform, expanding service offerings, strengthening collaborations with overseas educational institutions, and exploring new markets to diversify revenue streams[19] Management Discussion and Analysis This section provides an in-depth review of the Group's business operations, financial performance, liquidity, and capital structure, alongside the utilization of IPO proceeds Business Review, Prospects and Risks The Group, a leading overseas education consultancy in Hong Kong, maintains stable core operations primarily serving students bound for the UK and Australia, while actively expanding online platforms and digital marketing, and managing risks from regulatory changes, market competition, and economic downturns - The Group's primary business is providing overseas education consultancy services in Hong Kong, with main revenue derived from commissions for arranging student placements in the UK and Australia[25] - Future strategic focus includes leveraging online platforms for digital marketing, developing online service systems for efficient inquiry and application processing, and planning to attract students from regions outside Hong Kong[26] - Key risks faced by the company include regulatory changes in destination countries' immigration and education policies, intense industry competition, and economic downturns that may affect families' ability to pay[27] Financial Review In FY2024, the Group's total revenue slightly increased by 1.4% to 16.9 million HKD, driven by Australian placement growth, while annual loss narrowed from 9.0 million HKD to 5.9 million HKD due to a 111.9% surge in other income, primarily from fair value gains on financial assets and increased bank interest Financial Performance Summary | Financial Metric | FY2024 (million HKD) | FY2023 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 16.9 | 16.6 | +1.4% | | UK Business Revenue | 6.6 | 7.6 | -13.2% | | Australia Business Revenue | 7.4 | 6.0 | +22.9% | | Canada & US Business Revenue | 2.3 | 2.5 | -8.0% | | Other Income | 4.2 | 2.0 | +111.9% | | Loss for the Year | (5.9) | (9.0) | Loss narrowed by 34.4% | - The primary reasons for the increase in other income are: (i) an increase in bank interest income by approximately 0.8 million HKD; and (ii) recognition of fair value gains on financial assets at fair value through profit or loss of approximately 0.4 million HKD, compared to a loss of approximately 1.3 million HKD in the prior year[33] - Other expenses decreased from 12.4 million HKD to 11.3 million HKD, primarily due to the combined effect of increased operating costs for overseas centers and a reduction in net exchange losses[36] Liquidity, Financial Resources and Capital Structure The Group primarily meets funding needs through shareholder contributions and operating cash flow, holding approximately 32.4 million HKD in cash and cash equivalents and 56.2 million HKD in total equity as of March 31, 2024, with no net debt, asset pledges, or significant capital commitments or contingent liabilities Financial Position Summary | Metric (as of March 31, 2024) | Amount (million HKD) | | :--- | :--- | | Cash and Cash Equivalents | 32.4 | | Total Equity | 56.2 | | Asset Pledges | None | | Capital Commitments | No significant commitments | | Contingent Liabilities | No significant liabilities | - The Group's currency risk primarily stems from exchange rate fluctuations of AUD, CAD, GBP, and RMB, with no derivative instruments used to hedge foreign exchange risk[44] Use of Net Proceeds from Listing The company's 2017 IPO net proceeds were approximately 55.1 million HKD, with 48.4 million HKD utilized by March 31, 2024, including a 1.502 million HKD reallocation from exhibitions to IT system enhancements, leaving 6.776 million HKD for future use in staffing, branding, IT, and exhibitions by March 2025 Use of Net Proceeds | Use of Proceeds | Allocated Net Proceeds (thousand HKD) | Utilized as of March 31, 2024 (thousand HKD) | Unutilized as of March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | | Recruitment of additional consultants and support staff | 15,373 | 10,963 | 4,410 | | Enhancement of brand awareness | 25,505 | 24,830 | 675 | | Enhancement of IT systems | 2,975 | 2,896 | 1,581 | | Organization of large-scale exhibitions | 3,960 | 2,348 | 110 | | Total | 55,139 | 48,363 | 6,776 | - The Board reallocated 1,502,000 HKD of unutilized proceeds from 'Organization of large-scale exhibitions' to 'Enhancement of the Group's IT systems' during the year[51] Biographies of Directors and Senior Management This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, educational backgrounds, professional qualifications, and work experience - Executive Directors include Mr. Chung Wang Lung (Founder and Chairman), Mr. Mok Pak Kei (Chief Executive Officer), Mr. Chung Ka Yick, and Ms. So Ho Sau[55][58][60][62] - Independent Non-Executive Directors include Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, newly appointed on April 1, 2024[65][67][70] - Senior Management includes Mr. Wu Yuen Ping (Company Secretary) and Ms. Chung Ka Ming (General Manager of Sales)[74][75] - The report discloses familial relationships among Board members: Chairman Mr. Chung Wang Lung is the father of Executive Director Mr. Chung Ka Yick and the uncle of Executive Director Ms. So Ho Sau[57] Corporate Governance Report This report details the Group's adherence to corporate governance principles, outlining the structure and functions of its Board and committees, and addressing risk management and shareholder rights Board and Committees During the fiscal year, the company complied with all applicable Corporate Governance Code provisions, maintaining a seven-member Board (four executive, three independent non-executive) with balanced skills, and establishing Audit, Remuneration, and Nomination Committees, predominantly led by independent non-executive directors, with detailed disclosures on their composition, duties, and meeting attendance - For the year ended March 31, 2024, the company complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[79] - The Board of Directors comprises 4 executive directors and 3 independent non-executive directors, and has adopted a Board Diversity Policy[85][94] Committee Composition | Committee | Chairman | Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (INED) | 3 members, all Independent Non-Executive Directors | | Remuneration Committee | Ms. Chung Wai Na (INED) | 3 members, all Independent Non-Executive Directors | | Nomination Committee | Mr. Chung Wang Lung (Chairman) | 3 members, Chairman is an Executive Director, others are Independent Non-Executive Directors | - During the reporting period, the Board held 6 meetings, the Audit Committee held 5 meetings, and both the Remuneration Committee and Nomination Committee each held 2 meetings, with attendance records for each director disclosed[90][105][109][114] Risk Management and Shareholder Rights The Board confirms its responsibility for effective internal control and risk management systems, though no internal audit function is currently established, while upholding shareholder rights through voting on all resolutions and providing procedures for convening special meetings and submitting inquiries, maintaining communication via annual reports, website, and general meetings - The Board is responsible for ensuring effective internal control and risk management systems, but considering the company's relatively simple structure, no internal audit function is currently established[122][123] - The company adopted a dividend policy on December 28, 2018, but the Board does not recommend paying a final dividend for the year ended March 31, 2024[119][54] - To protect shareholder rights, the company has clarified procedures for shareholders to convene extraordinary general meetings (requiring shareholders holding not less than 10% of voting shares) and to submit inquiries to the Board[128][130] Environmental, Social and Governance Report This report details the Group's commitment to sustainability, covering its ESG governance framework, materiality assessment, environmental performance, and social responsibilities towards employees and stakeholders ESG Governance and Materiality Assessment The Board is fully responsible for the Group's ESG strategy, risk management, and internal controls, having identified 15 ESG issues through stakeholder engagement and materiality assessment, with 'Customer Satisfaction', 'Complaint Handling', 'Occupational Safety and Health', 'Employee Training and Development', and 'Protection of Customer Privacy' deemed most critical - The Board is fully responsible for formulating strategies, monitoring, and managing environmental, social, and governance-related risks, and ensuring the effectiveness of relevant risk management and internal control systems[134] - Through materiality assessment, the company identified 'Customer Satisfaction', 'Complaint Handling', and 'Occupational Safety and Health' as crucial ESG issues[148][152] A. Environment The Group's environmental impact primarily stems from office operations, with a target to reduce greenhouse gas emissions by at least 3% over five years; in FY2024, total GHG emissions increased to 11.34 tonnes CO2e, while total paper consumption decreased from 62,671 to 44,865 sheets through 4R principles and paperless initiatives, and climate change risks are managed referencing the TCFD framework Environmental Performance | Environmental Metric | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions (Scope 1+2+3) | 11.34 tonnes CO2e | 10.21 tonnes CO2e | +11.1% | | Total Paper Consumption | 44,865 sheets | 62,671 sheets | -28.4% | - The Group has set a target to reduce greenhouse gas emissions by at least 3% over the next five years, using FY2023 as the baseline[155] - The company has begun referencing the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and manage climate-related physical and transition risks[164] B. Social On the social front, the Group is committed to protecting employee rights, providing equal opportunities, a healthy and safe work environment, and career development, with employee turnover significantly decreasing from 19.51% to 6.86% and no work-related fatalities or lost workdays, while strictly adhering to anti-child and forced labor standards, and implementing customer complaint handling and anti-corruption reporting policies Social Performance | Social Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Total Employees | 41 | 41 | | Employee Turnover Rate | 6.86% | 19.51% | | Work-related Fatalities | 0 | 0 | | Lost Days Due to Work Injury | 0 | 0 | | Customer Complaints Received | 0 | 0 | | Legal Cases Concluded for Corruption | 0 | 0 | - The Group strictly prohibits the employment of child and forced labor, verifying new employees' personal information by checking original documents to prevent violations[178] - The company has established a customer complaint handling mechanism, where all complaints are promptly addressed by experienced staff and can be escalated to executive directors, alongside an anti-corruption hotline[183][184] Directors' Report This report provides an overview of the Group's principal activities, business review, key risks, share capital, dividend policy, and related party transactions for the fiscal year Principal Activities and Business Review The Group's principal activity is providing overseas education consultancy services, with no significant changes in business activities during the fiscal year, while key risks include foreign exchange fluctuations, changes in UK and Australia study landscapes, and uncertain demand from Hong Kong students, with the top five clients accounting for 24.37% and the largest client for 6.58% of total revenue as of March 31, 2024 - The Group's principal activity is providing overseas education consultancy services, with no significant changes during the year[226] - Key risks include foreign currency exchange rate fluctuations, changes in the UK and Australia study landscapes, and unstable demand for overseas education among Hong Kong students[229][230][231] Customer Concentration | Customer Concentration | FY2024 | FY2023 | | :--- | :--- | :--- | | Largest Customer as % of Total Revenue | 6.58% | 4.8% | | Top Five Customers as % of Total Revenue | 24.37% | 19.6% | Share Capital and Dividends During the reporting period, the company's share capital remained unchanged, and the Board does not recommend paying any final dividend for the year ended March 31, 2024, with distributable reserves of 23.75 million HKD as of that date, and no purchases, sales, or redemptions of listed securities by the company or its subsidiaries occurred - The Board does not recommend paying any final dividend for the year ended March 31, 2024 (2023: nil)[243] - As of March 31, 2024, the company's distributable reserves (calculated in accordance with the Companies Act of the Cayman Islands) amounted to 23,750,000 HKD[248] - From the date of adoption of the share option scheme (January 17, 2017) up to March 31, 2024, no share options were outstanding, granted, exercised, cancelled, or lapsed[253] Connected Transactions During the fiscal year, the Group engaged in two continuing connected transactions: approximately 0.8 million HKD paid to Ao An Group (controlled by controlling shareholder Mr. Chung) for system maintenance and license fees, and approximately 0.2 million HKD paid to Mr. Chung for Guangzhou office rent, both confirmed by independent non-executive directors as fair, reasonable, and in the overall interest of shareholders, complying with GEM Listing Rules' de minimis exemptions - Approximately 0.8 million HKD was paid to Ao An Group (controlled by controlling shareholder Mr. Chung) for license and royalty fees related to the maintenance and development of ERP, CRM, and DIY systems[264][268] - Approximately 0.2 million HKD was paid to controlling shareholder Mr. Chung for rent of office premises in Guangzhou[264][270] - The independent non-executive directors have reviewed the continuing connected transactions and confirmed they were conducted in the ordinary course of the Group's business on normal commercial terms, fair and reasonable, and in the overall interest of the company and its shareholders[274] Independent Auditor's Report Independent auditor PKF Hong Kong Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, affirming a true and fair view of the Group's financial position and performance, with 'Assessment of Expected Credit Losses (ECL) on Trade Receivables' identified as a key audit matter due to significant management judgment, which the auditor deemed reasonable after performing procedures - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[279] - A key audit matter is the 'Assessment of Expected Credit Losses (ECL) on Trade Receivables', which involves significant management judgment; the auditor performed procedures including evaluating credit policies, testing aging analysis, and examining management's judgment basis, concluding the assessment was reasonable[281][283][285] - The report notes that Grant Thornton Hong Kong Limited, the former auditor, resigned on December 4, 2023, due to a disagreement on audit fees, and PKF Hong Kong Limited was appointed on December 11, 2023[277] Consolidated Financial Statements This section presents the Group's comprehensive financial performance, financial position, equity changes, and cash flows for the reporting period, providing a complete overview of its financial health Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2024, the Group recorded revenue of 16.869 million HKD, a 1.4% increase year-on-year, with loss for the year narrowing from 9.005 million HKD to 5.876 million HKD due to increased other income and cost control, resulting in a loss attributable to equity holders of 6.345 million HKD and a basic loss per share of 0.36 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (thousand HKD) | 2024 | 2023 (Restated) | | :--- | :--- | :--- | | Revenue | 16,869 | 16,638 | | Other income | 4,212 | 1,988 | | Loss before income tax | (5,772) | (8,865) | | Loss for the year | (5,876) | (9,005) | | Loss attributable to owners of the Company | (6,345) | (9,861) | | Total comprehensive expense for the year | (6,091) | (9,467) | | Loss per share (HK cents) | (0.36) | (0.56) | Consolidated Statement of Financial Position As of March 31, 2024, the Group's total assets were 64.10 million HKD, total liabilities 7.89 million HKD, and net assets 56.21 million HKD, a decrease from the prior year, with non-current assets primarily comprising property, plant and equipment and financial assets, and current assets heavily weighted towards cash and deposits at 47.15 million HKD Consolidated Statement of Financial Position | Item (thousand HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current assets | 9,585 | 11,145 | | Property, plant and equipment | 3,477 | 5,218 | | Financial assets at fair value through profit or loss | 6,108 | 5,927 | | Current assets | 54,513 | 60,306 | | Cash and cash equivalents | 32,378 | 40,142 | | Time deposits | 14,772 | 14,232 | | Total assets | 64,098 | 71,451 | | Current liabilities | 5,991 | 5,141 | | Non-current liabilities | 1,898 | 3,549 | | Total liabilities | 7,889 | 8,690 | | Net assets | 56,209 | 62,761 | | Total equity | 56,209 | 62,761 | Consolidated Statement of Changes in Equity As of March 31, 2024, total equity attributable to owners of the Company was 55.728 million HKD, a 6.56 million HKD decrease from the beginning of the year's 62.288 million HKD, primarily due to a 6.345 million HKD loss for the year and 0.215 million HKD in currency translation differences, while non-controlling interests increased by 0.008 million HKD Consolidated Statement of Changes in Equity | Item (thousand HKD) | Share Capital | Share Premium | Reserves | Retained Profits/(Accumulated Losses) | Sub-total | Non-controlling Interests | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at April 1, 2023 | 17,504 | 45,405 | (223) | (398) | 62,288 | 473 | 62,761 | | Loss for the year | - | - | - | (6,345) | (6,345) | 469 | (5,876) | | Currency translation differences | - | - | (215) | - | (215) | - | (215) | | Dividends paid to non-controlling interests | - | - | - | - | - | (461) | (461) | | As at March 31, 2024 | 17,504 | 45,405 | (438) | (6,743) | 55,728 | 481 | 56,209 | Consolidated Statement of Cash Flows For the year ended March 31, 2024, the Group reported a net cash outflow from operating activities of 6.702 million HKD, a net cash inflow from investing activities of 0.825 million HKD primarily from interest received, and a net cash outflow from financing activities of 2.267 million HKD mainly for lease liability repayments, resulting in a net decrease in cash and cash equivalents of 8.144 million HKD, with an ending balance of 32.378 million HKD Consolidated Statement of Cash Flows | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | (6,702) | (6,372) | | Net cash from (used in) investing activities | 825 | (12,983) | | Net cash used in financing activities | (2,267) | (2,691) | | Net decrease in cash and cash equivalents | (8,144) | (22,046) | | Cash and cash equivalents at beginning of year | 40,142 | 61,940 | | Cash and cash equivalents at end of year | 32,378 | 40,142 | Financial Summary This section provides a summary of the Group's key results and financial position for the past five fiscal years (2020-2024), showing relatively stable revenue in the last three years but consecutive losses since FY2022, with the FY2024 loss at 5.876 million HKD (narrowed from FY2023), and total assets and equity continuously declining since their 2022 peak Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 16,869 | 16,638 | 16,764 | 16,025 | 20,215 | | (Loss)/Profit for the year | (5,876) | (9,005) | (4,552) | 7,015 | (4,050) | | Financial Position | | | | | | | Total assets | 64,098 | 71,451 | 78,417 | 84,591 | 79,896 | | Total liabilities | (7,889) | (8,690) | (5,487) | (6,708) | (8,161) | | Equity attributable to owners of the Company | 55,728 | 62,288 | 72,611 | 77,480 | 71,490 |