大地教育(08417) - 2024 - 年度财报

Company Information This section provides detailed corporate governance and administrative information, including board members, committee members, auditors, registered office, principal place of business, and share registrar - The report provides detailed corporate governance and administrative information, including members of the company's board of directors, various committees, company secretary, auditor, registered office, principal place of business, and share registrar[4][5] Chairman's Statement The Chairman's Statement reviews the performance for the fiscal year 2023/24, noting that despite challenges, the Group made progress on strategic plans, particularly in expanding its online platform, with a significant narrowing of annual loss primarily due to increased other income, and will continue to focus on enhancing the online platform, expanding services, and strengthening collaborations for sustainable growth Financial Performance Summary | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Annual Loss | Approx. 5.9 million HKD | Approx. 9.0 million HKD | - The reduction in loss was primarily due to an increase in other income of approximately 2.2 million HKD, specifically from fair value gains on financial assets, increased bank interest income, and administrative fee income[7] - A key milestone for the year was the expansion of the online platform to provide more convenient and comprehensive digital services, receiving positive customer feedback and expected to be a key driver for future growth[8] - Future Outlook: The Group will focus on further enhancing its online platform, expanding its service scope, strengthening cooperation with overseas educational institutions, and exploring new markets to diversify revenue streams[10] Management Discussion and Analysis Business Review and Outlook As a leading overseas study consultancy service provider in Hong Kong, the Group's core business remains stable, primarily serving students bound for the UK and Australia, with the annual loss narrowing from 9.0 million HKD to 5.9 million HKD, and future strategies focusing on digital marketing through online platforms and developing online service systems to expand beyond Hong Kong, while identifying regulatory changes, industry competition, and economic recession as key risks - The Group's core business is overseas study consultancy services in Hong Kong, with primary revenue derived from commissions for arranging student placements in the UK and Australia[16] - Key future strategies include leveraging online platforms for digital marketing and developing online service systems to attract students and parents from outside Hong Kong[17] - The company faces major risks including changes in immigration and education policies in key destination countries, intense industry competition, and economic recession potentially affecting families' ability to pay[18] Financial Review For the year ended March 31, 2024, the Group's total revenue slightly increased by 1.4% to 16.9 million HKD, primarily driven by a 22.9% growth in Australian business, while UK business declined by 13.2%, and other income significantly grew by 111.9% to 4.2 million HKD, mainly due to increased bank interest income and a turnaround in financial asset investments, leading to a substantial narrowing of the annual loss from 9.0 million HKD to 5.9 million HKD Key Financial Indicators | Financial Indicator | FY2024 (million HKD) | FY2023 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 16.9 | 16.6 | +1.4% | | Commission income from UK | 6.6 | 7.6 | -13.2% | | Commission income from Australia | 7.4 | 6.0 | +22.9% | | Other Income | 4.2 | 2.0 | +111.9% | | Marketing Costs | 2.8 | 2.8 | Stable | | Employee Benefit Expenses | 12.6 | 12.5 | Stable | | Loss for the Year | 5.9 | 9.0 | -34.4% | - The increase in other income was primarily due to: (i) an increase in bank interest income of approximately 0.8 million HKD due to rising interest rates; and (ii) the recognition of a fair value gain 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[24] Liquidity, Financial Resources and Capital Structure The Group primarily maintains operations through shareholder contributions and operating cash flow, holding total cash and cash equivalents of approximately 32.4 million HKD and total equity of approximately 56.2 million HKD as of March 31, 2024, with no net debt, no gearing ratio presented, and no assets pledged or significant capital commitments Financial Position Summary | Indicator (million HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 32.4 | 40.1 | | Total Equity | 56.2 | 62.8 | - The Group had no net debt as of March 31, 2024, and 2023, thus no gearing ratio was presented[31] - As of the reporting period end, the Group had no pledged assets, significant capital commitments, or significant contingent liabilities[32][33][34] Use of Net Proceeds from Listing As of March 31, 2024, approximately 48.4 million HKD of the 55.1 million HKD net proceeds from the company's 2017 listing have been utilized, with approximately 6.8 million HKD remaining unutilized, and this year, the company reallocated 1.5 million HKD originally planned for large-scale exhibitions to enhance IT systems to adapt to market changes Use of Net Proceeds | Item | Net Proceeds Utilized (million HKD) | Net Proceeds Unutilized (million HKD) | | :--- | :--- | :--- | | Total | 48.4 | 6.8 | - The Board resolved to reallocate 1,502,000 HKD from "organizing large-scale exhibitions" to "enhancing the Group's information technology systems" to meet the growing market demand for digital services[42] Dividends The Board does not recommend the payment of a final dividend for the year ended March 31, 2024 - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2024 (2023: nil)[45] Biographies of Directors and Senior Management This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, responsibilities, professional qualifications, industry experience, and relationships with each other, with founder Mr. Chung Wang Lung serving as Chairman and Mr. Mok Pak Ki serving as Chief Executive Officer - The executive board comprises founder and Chairman Mr. Chung Wang Lung, Chief Executive Officer Mr. Mok Pak Ki, and Mr. Chung Ka Yik and Ms. So Ho Sau[46][49][51][53] - Independent non-executive directors include Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, newly appointed on April 1, 2024, all possessing extensive experience in accounting, finance, and corporate governance[56][58][61] - There are family relationships among board members: Chairman Mr. Chung Wang Lung is the father of Executive Director Mr. Chung Ka Yik and the maternal uncle of Executive Director Ms. So Ho Sau[48][53] Corporate Governance Report Corporate Governance Practices and the Board The Company has complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with the Board comprising four executive directors and three independent non-executive directors responsible for formulating the Group's overall strategy, and the company has adopted a board diversity policy and ensures directors receive continuous professional development - For the year ended March 31, 2024, the Company has complied with all applicable code provisions of the Corporate Governance Code[70] - The Board comprises seven directors, including four executive directors and three independent non-executive directors, maintaining a balanced mix of skills and experience[76] - The company has adopted a board diversity policy and achieved gender diversity as of the reporting date, with 3 female members on the Board[85][87] Board Committees The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist the Board in fulfilling its duties, with the Audit and Remuneration Committees both chaired by independent non-executive directors to ensure their independence, and the Nomination Committee comprising the Chairman and two independent non-executive directors, all committees having convened meetings during the year to perform their specific responsibilities Board Committee Structure and Responsibilities | Committee | Chairman | Composition | Primary Responsibilities | | :--- | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (Independent Non-executive Director) | 3 Independent Non-executive Directors | Oversees financial reporting, internal controls, and external auditors | | Remuneration Committee | Ms. Chung Wai Na (Independent Non-executive Director) | 3 Independent Non-executive Directors | Formulates remuneration policies and structures for directors and senior management | | Nomination Committee | Mr. Chung Wang Lung (Chairman and Executive Director) | 1 Executive Director, 2 Independent Non-executive Directors | Reviews board structure, identifies, and nominates director candidates | - Each committee held meetings during the year, with the Audit Committee holding 5 meetings, and the Remuneration Committee and Nomination Committee each holding 2 meetings, fulfilling their respective terms of reference[96][100][105] Risk Management and Shareholders' Rights The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, though the company currently has no internal audit function, and the company safeguards shareholders' rights by clarifying procedures for shareholders to convene extraordinary general meetings and propose resolutions, and has established multiple communication channels with investors - The Board is responsible for ensuring the effectiveness of internal control and risk management systems, but considering the company's relatively simple structure, no internal audit function has been established at present[113][114] - Shareholders holding not less than one-tenth of the company's paid-up share capital may request to convene an extraordinary general meeting[119] - The company communicates with shareholders and investors through various channels, including annual general meetings, regular reports, announcements, and the company website[122] Environmental, Social and Governance Report ESG Governance and Strategy The Board is fully responsible for the Group's ESG strategy and risk management, and through stakeholder engagement and materiality assessment, the Group identified 15 ESG issues, with "customer satisfaction," "complaint handling," "occupational safety and health," "employee training and development," and "protection of customer privacy" deemed most critical, and corresponding measures will be elaborated in the report - The Board is fully responsible for formulating strategies, monitoring, and managing environmental, social, and governance-related risks, and ensuring the effectiveness of internal control systems[125] - Through materiality assessment, the most significant ESG issues identified for the business and stakeholders are: customer satisfaction, complaint handling, occupational safety and health, employee training and development, and protection of customer privacy[137][143] Environmental Performance (A) The Group's environmental impact primarily stems from office operations, with a target to reduce greenhouse gas emissions by at least 3% within five years, though total emissions increased by 11.1% year-on-year this fiscal year, and in waste management, paper consumption significantly decreased year-on-year through the implementation of the "4R" concept, while the company has also begun referencing the TCFD framework to identify and manage climate-related risks Environmental Performance Indicators | Environmental Performance Indicator | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (tonnes CO2e) | 11.34 | 10.21 | +11.1% | | Total Paper Consumption (sheets) | 44,865 | 62,671 | -28.4% | - The Group has set a target to reduce greenhouse gas emissions by at least 3% within the next five years, using FY2023 as the baseline[146] - The Group has referenced the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and analyze physical and transition risks posed by climate change, and has developed mitigation measures[156] Social Performance (B) The Group considers talent its most important resource, committed to providing a harmonious, equitable, and safe working environment, with employee turnover significantly decreasing from 19.51% to 6.86% this year, providing over 12 hours of training for all employees, strictly adhering to labor standards prohibiting child and forced labor, focusing on protecting client data privacy with no related complaints received, and maintaining a zero-tolerance policy towards corruption Social Performance Indicators | Social Performance Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Total Employees | 41 | 41 | | Employee Turnover Rate | 6.86% | 19.51% | | Lost Days Due to Work-related Injuries | 0 | 0 | | Number of Complaints Received Regarding Products and Services | 0 | 0 | | Legal Prosecution Cases Concluded Regarding Corruption | 0 | 0 | - 100% of employees received training, with an average of over 12 hours of training completed per employee[169][185] - The Group strictly complies with the Personal Data (Privacy) Ordinance, establishing procedures to regulate the collection, processing, and use of personal data to protect client privacy[175] Directors' Report Business and Financial Review During the reporting period, the Group primarily engaged in overseas study consultancy services with no significant changes in business activities, facing key risks including foreign currency exchange rate fluctuations (especially GBP and AUD) and changes in the UK and Australian study landscapes, with the top five clients accounting for 24.37% of total revenue this year, an increase from 19.6% last year - The Group's principal activity is providing overseas study consultancy services, with no significant changes during the year[218] - Key risks include foreign currency exchange rate fluctuations and changes in policy landscapes of major study destinations (UK, Australia)[221][222] - The proportion of total revenue from the top five clients increased from 19.6% in FY2023 to 24.37% in FY2024[224] Directors' Interests and Connected Transactions The report discloses directors' interests in the company's shares, with controlling shareholder Mr. Chung Wang Lung holding 51% of shares through his controlled company, and the company confirms the controlling shareholder's compliance with the non-compete undertaking, while during the year, the Group engaged in continuing connected transactions with related parties (primarily companies controlled by the controlling shareholder and the controlling shareholder himself), including approximately 0.8 million HKD in license fees and approximately 0.2 million HKD in rental, which were exempted from full disclosure due to their small amounts - Controlling shareholder Mr. Chung Wang Lung holds 892,710,000 shares, representing 51% of the company, through Grand Brave Investments Limited[246] - Independent non-executive directors have reviewed and confirmed the controlling shareholder's compliance with the non-compete deed[216] - During the year, the Group paid approximately 0.8 million HKD in license and maintenance fees to a connected company controlled by Chairman Mr. Chung, and approximately 0.2 million HKD in office rental to Mr. Chung himself, with these transactions meeting the minimum exemption thresholds under the GEM Listing Rules[256][260][262] Independent Auditor's Report The independent auditor, Ascent Partners CPA Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, deeming them to present a true and fair view of the Group's financial position and performance, with "assessment of expected credit losses on trade receivables" highlighted as a key audit matter due to significant management judgment involved, and the report also notes a change in auditor during the year - The auditor issued an unmodified opinion on the consolidated financial statements[271] - A key audit matter is the "assessment of expected credit losses (ECL) on trade receivables," due to significant management judgment and estimation involved[273][275] - The report notes that the consolidated financial statements for the year ended March 31, 2023, were audited by another auditor[276] - The company changed its auditor in December 2023, from Grant Thornton Hong Kong Limited to Ascent Partners CPA Limited[269] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2024, the Group recorded revenue of 16.9 million HKD, a slight year-on-year increase, and due to increased other income and expense control, the loss for the year significantly narrowed from 9.0 million HKD last year to 5.9 million HKD, with basic loss per share at 0.36 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousands) | FY2024 | FY2023 (Restated) | | :--- | :--- | :--- | | Revenue | 16,869 | 16,638 | | 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) | | Basic and diluted 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 64.1 million HKD, total liabilities were 7.9 million HKD, and net assets were 56.2 million HKD, with net current assets of 48.5 million HKD, indicating good short-term solvency, and cash and cash equivalents of approximately 32.4 million HKD Consolidated Statement of Financial Position | Item (HKD thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current assets | 9,585 | 11,145 | | Current assets | 54,513 | 60,306 | | Of which: Cash and cash equivalents | 32,378 | 40,142 | | 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 | Consolidated Statement of Cash Flows This year, the Group recorded a net cash outflow of 6.7 million HKD from operating activities, a net cash inflow of 0.8 million HKD from investing activities primarily due to increased interest received, and a net cash outflow of 2.3 million HKD from financing activities, resulting in a net decrease in cash and cash equivalents of 8.1 million HKD for the year Consolidated Statement of Cash Flows | Item (HKD thousands) | FY2024 | FY2023 | | :--- | :--- | :--- | | 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) | Notes to the Consolidated Financial Statements The notes to the financial statements elaborate on the company's accounting policies, key accounting judgments and estimates, and provide a breakdown and explanation of various items in the financial statements, including revenue, segment information, various assets and liabilities, related party transactions, and financial instrument risk management, indicating that the Group's revenue primarily derives from study consultancy services in Australia, Canada, the UK, and the US, with no single client accounting for over 10% of total revenue - The notes disclose that the Group has applied several new and revised Hong Kong Financial Reporting Standards, but they have no significant impact on the financial statements[302] - Key accounting estimate uncertainties primarily arise from impairment of non-financial assets and estimates of expected credit losses for financial assets[412][413][415] - The Group faces financial risks mainly including market risk (foreign exchange risk), credit risk, and liquidity risk, and has formulated corresponding management policies[485] Financial Summary This section provides a summary of the Group's results, assets, liabilities, and equity for the past five fiscal years (2020-2024), showing that the Group's revenue has remained relatively stable over the past few years, but profitability has fluctuated significantly, with consecutive losses in the last three years, and total assets and total equity trending downwards since their 2022 peak Five-Year Financial Summary | Item (HKD thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | 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) | | 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 |