大地教育(08417) - 2025 - 年度财报

Chairman's Statement Performance Overview This fiscal year was a period of transition and challenges for the Group. Despite an expanded loss, primarily due to decreased revenue and other income, and reduced fair value gains on financial assets, the Group's financial position remains robust with ample cash and time deposits and no net debt FY2024/25 Performance Overview | Metric | Amount (Million HKD) | Previous Year (Million HKD) | | :--- | :--- | :--- | | Loss Attributable to Equity Holders | 8.35 | 6.35 | | Total Comprehensive Expense Attributable to Equity Holders | 8.25 | 6.56 | | Cash and Time Deposits (End of Period) | 40.6 | - | - The increase in loss was primarily attributable to a decrease in revenue and other income, as well as reduced fair value gains on financial assets[7] Business Development The Group continues to consolidate its position in overseas study consultancy services, with Australia and the UK as key revenue-generating markets, while making progress in digital transformation by developing a DIY system to enhance user experience and actively exploring new business ventures like tutoring courses to diversify income streams FY2024/25 Revenue by Region | Region | Revenue Share | | :--- | :--- | | Australia | 52.6% | | UK | 35.8% | - The Group has made progress in expanding its digital platform, particularly with the development of a DIY system aimed at enhancing self-service experience for students and parents[8] - To expand its business, the Group is exploring the development of education-related ancillary businesses, such as offering tutoring courses, to help students meet overseas university admission requirements[8] Market Environment and Future Outlook Facing challenges such as regulatory changes in the global education industry, geopolitical factors, and declining birth rates, the Group remains cautiously optimistic, with future strategic priorities including enhancing online platforms, expanding into new markets like Taiwan, strengthening cooperation with overseas educational institutions, and exploring new revenue streams such as guardianship services - Hong Kong's overseas study consultancy market is influenced by multiple factors including global government policies, increased difficulty for international student applications, and a decline in local birth rates[9] - Future strategic priorities include: - Further enhancing online platforms - Expanding into new markets such as Taiwan - Strengthening cooperation with overseas educational institutions - Exploring new revenue streams like guardianship and administrative services - Exploring the development of education-related businesses[13] Management Discussion and Analysis Business Review and Prospects The Group's core business remains overseas study consultancy services in Hong Kong, with primary revenue from arranging student placements in the UK and Australia; the expanded annual loss is mainly due to reduced other income, and the Group plans to continue investing in digital marketing and online service systems while exploring ancillary businesses like tutoring courses to generate new revenue streams and improve future performance - The loss for the year was approximately HKD 7.6 million (previous year: HKD 5.9 million), with the increase primarily due to a decrease of approximately HKD 2.0 million in other income, particularly fair value gains on financial assets, bank interest, and administrative fees[14] - The Group is exploring the development of education-related ancillary businesses, such as offering tutoring courses, to address intense competition in the overseas study consultancy market and generate new revenue streams[15] Financial Review This fiscal year's total revenue was approximately HKD 15.9 million, a 5.9% year-on-year decrease, primarily due to fewer students going to the UK, Canada, and the US; conversely, Australian market revenue grew, expanding its share to 52.7%, while a significant 47.9% drop in other income was the main driver of the expanded annual loss, with marketing costs and employee benefit expenses also decreasing Changes in Revenue and Other Income | Item | FY2025 (Million HKD) | FY2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 15.9 | 16.9 | -5.9% | | Revenue from UK | 5.7 | 6.6 | -13.9% | | Revenue from Australia | 8.4 | 7.4 | +13.5% | | Revenue from Canada and US | 1.2 | 2.3 | -47.8% | | Other Income | 2.2 | 4.2 | -47.9% | - The decrease in other income was primarily due to: (i) reduced bank interest income; (ii) decreased administrative fee income; and (iii) a shift from fair value gains on financial assets at fair value through profit or loss in the previous year to a loss in the current year[23] - Employee benefit expenses decreased from HKD 12.6 million to HKD 11.5 million, mainly due to a reduction in staff headcount at the Hong Kong office[26] Liquidity, Financial Resources and Capital Structure The Group primarily meets its funding needs through shareholder contributions and operating cash flow; at fiscal year-end, the Group held approximately HKD 35.7 million in cash and cash equivalents and HKD 47.5 million in total equity, with no pledged assets, significant capital commitments, or net debt, indicating a robust financial position Financial Position Summary (As at March 31, 2025) | Metric | Amount (Million HKD) | Previous Year (Million HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 35.7 | 32.4 | | Total Equity Attributable to Equity Holders | 47.5 | 55.7 | - The gearing ratio is not presented as the Group had no net debt as at March 31, 2025 and 2024[31] Significant Investments and Use of Listing Proceeds The Group's significant investment is in units of a BlackRock fund, which recorded a fair value loss of approximately HKD 0.4 million this year; as of fiscal year-end, HKD 52.6 million of the approximately HKD 55.1 million net listing proceeds has been utilized, with HKD 2.5 million remaining, primarily for staff recruitment and IT system enhancements, expected to be fully utilized by end of March 2026 - The Group's financial assets at fair value through profit or loss (BlackRock Dynamic High Income Fund) recorded a fair value loss of approximately HKD 0.4 million for the current year, compared to a gain of approximately HKD 0.4 million in the previous year[37] Summary of Use of Listing Proceeds (As at March 31, 2025) | Purpose | Net Proceeds Allocated (Thousand HKD) | Net Proceeds Unutilized (Thousand HKD) | | :--- | :--- | :--- | | Recruitment of Additional Consultants and Support Staff | 15,373 | 1,121 | | Enhancement of IT Systems | 4,477 | 1,295 | | Organization of Large-scale Exhibitions | 2,458 | 100 | | Total | 55,139 | 2,516 | Biographies of Directors and Senior Management Introduction to Directors and Senior Management This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, covering their roles within the Group, professional qualifications, industry experience, and relationships with other directors or shareholders, comprehensively showcasing the background of the company's leadership team - The executive director team is led by Mr. Chung Wang Lung (Chairman), the Group's founder, and includes his son Mr. Chung Ka Nang (CEO) and niece Ms. So Hor Sau, reflecting the family's central role in the company's management[45][47][49] - The independent non-executive director team comprises Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, who possess extensive professional experience in accounting, finance, and corporate governance, providing independent judgment to the Board[51][53][55] - Senior management includes Mr. Wu Yuen Ping, the Company Secretary, and Ms. Chung Ka Ming, the General Manager of Sales, who play key roles in company secretarial, financial management, and sales and overseas institutional relations, respectively[58][59] Corporate Governance Report Board of Directors The Board of Directors is responsible for formulating the Group's overall strategy and overseeing management performance; during the reporting period, the Board comprised three executive directors and three independent non-executive directors, maintaining a balance of skills and experience, held four meetings, with all directors adhering to securities dealing codes, and the company adopted a board diversity policy, achieving gender diversity within the period - As of the reporting date, the Board of Directors comprises six directors, including three executive directors and three independent non-executive directors[67] Board Meeting Attendance Record (For the year ended March 31, 2025) | Director Name | Position | Attendance/Eligible Attendance | | :--- | :--- | :--- | | Mr. Chung Wang Lung | Chairman, Executive Director | 4/4 | | Mr. Chung Ka Nang | CEO, Executive Director | 2/4 (appointed mid-year) | | Ms. So Hor Sau | Executive Director | 4/4 | | Mr. Wong Tak Chun | Independent Non-Executive Director | 4/4 | | Ms. Chung Wai Na | Independent Non-Executive Director | 4/4 | | Ms. Li Yuen Shan | Independent Non-Executive Director | 4/4 | - The company has adopted a board diversity policy and, following review, considers that gender diversity has been achieved, with 3 female members on the Board[75] Board Committees The company has established Audit, Remuneration, and Nomination Committees to assist the Board in fulfilling its duties; the Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal controls; the Remuneration Committee, also with three independent non-executive directors, sets remuneration policies; and the Nomination Committee, comprising the Chairman and two independent non-executive directors, handles director nominations and board structure review, with each committee holding two meetings during the year - The Audit Committee comprises three independent non-executive directors, with Mr. Wong Tak Chun serving as Chairman, and its primary responsibilities include reviewing financial statements, monitoring internal control systems, and recommending external auditors[80][81] - The Remuneration Committee comprises three independent non-executive directors, with Ms. Chung Wai Na serving as Chairman, primarily responsible for formulating and reviewing the remuneration policies and structure for directors and senior management[83][84] - The Nomination Committee comprises Chairman Mr. Chung Wang Lung and two independent non-executive directors, primarily responsible for reviewing the Board's structure, identifying suitable director candidates, and assessing independence[86][87] Risk Management and Shareholder Rights The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, though no internal audit function is currently established given the company's relatively simple structure; the company safeguards shareholder rights, including procedures for shareholders to convene extraordinary general meetings, and maintains communication with investors through annual reports, announcements, and its website - The Board confirms its responsibility for ensuring the effectiveness of internal control and risk management systems, but currently no internal audit function has been established[96][97] - Shareholders holding not less than one-tenth of the company's paid-up capital may request to convene an extraordinary general meeting[102] Environmental, Social and Governance Report Report Overview and Stakeholder Engagement This ESG report outlines the Group's performance in environmental protection, social responsibility, and governance during the FY225, covering operations in Hong Kong, China, and Malaysia; through stakeholder engagement and materiality assessment, the Group identified "customer satisfaction," "complaint handling," and "occupational safety and health" as key issues, with detailed response measures elaborated herein - The Board is fully responsible for formulating ESG strategies, monitoring and managing related risks, and ensuring the effectiveness of internal control systems[108] - Through materiality assessment, the Group identified 15 ESG issues, with "customer satisfaction," "complaint handling," "occupational safety and health," "employee training and development," and "customer privacy protection" deemed most significant[117][122] A. Environment The Group's environmental impact primarily stems from daily office operations; during the reporting period, total greenhouse gas emissions significantly decreased by 32.6% year-on-year, mainly from purchased electricity, while paper consumption also declined due to the implementation of "4R" principles and paperless office practices, and the Group has begun identifying and managing climate-related risks referencing the TCFD framework Greenhouse Gas Emissions Performance | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions (tonnes of CO2e) | 7.64 | 11.34 | -32.6% | | GHG Emissions Intensity (tonnes/employee) | 0.21 | 0.28 | -25% | - 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[125] - The Group has analyzed climate risks according to the TCFD framework, including physical risks like typhoons and floods, and transition risks such as policy, legal, and reputational impacts, and has formulated corresponding mitigation measures[134] B. Society As a service-oriented company, the Group considers talent its most valuable resource, committed to providing a harmonious, respectful, and safe work environment; it strictly adheres to local labor laws, safeguarding employee rights in recruitment, compensation, benefits, and anti-discrimination, achieving zero work-related fatalities during the reporting period and providing over 12 hours of job-related training to all employees, while prioritizing customer data protection and intellectual property, and maintaining robust complaint handling mechanisms and anti-corruption whistleblowing policies Employee Data (As at March 31, 2025) | Category | Number | | :--- | :--- | | Total Employees | 36 | | - Male | 11 | | - Female | 25 | | Employee Turnover Rate | 46.75% | - During the reporting period, the Group achieved zero work-related fatalities and recorded no lost workdays due to work-related injuries[141] - The Group strictly prohibits the employment of child labor and forced labor, and has established a grievance mechanism to address any abusive or threatening behavior, with no non-compliance cases identified during the reporting period[147][148] - The Group is committed to protecting customer personal data, complying with the Personal Data (Privacy) Ordinance, and has established strict procedures governing data collection, processing, and use, with no related violations during the reporting period[151] Report of the Directors Business Review and Principal Risks The Group primarily engages in overseas study consultancy services, facing principal risks including foreign currency exchange rate fluctuations, particularly for GBP and AUD, high reliance on the UK and Australian study markets, and unstable demand from Hong Kong students for overseas education; this year, the top five clients accounted for approximately 24.24% of total revenue - Principal risks include: - Foreign currency exchange rate fluctuation risk, as revenue is primarily denominated in foreign currencies while expenses are mainly in HKD - Reliance on the UK and Australian markets, which account for approximately 88.5% of total revenue - Unstable demand from Hong Kong students for overseas education, influenced by factors such as birth rates, education systems, and costs[189][190][191] - For the year ended March 31, 2025, the Group's largest client accounted for approximately 5.94% of total revenue, while the top five clients collectively accounted for approximately 24.24%[192] Directors' and Shareholders' Interests The report details the shareholdings of directors and substantial shareholders, with Chairman Mr. Chung Wang Lung holding 51% of the company's shares through his controlling entity, Grand Brave Investments Limited; the controlling shareholder has signed and complied with a non-competition undertaking during the reporting period, and while the company adopted a share option scheme to incentivize employees, no share options have been granted since its adoption Major Shareholder Holdings (As at March 31, 2025) | Shareholder Name | Capacity | Number of Shares Held | Percentage of Shares Held | | :--- | :--- | :--- | :--- | | Grand Brave Investments Limited | Beneficial Owner | 892,710,000 | 51% | | Mr. Chung Wang Lung | Interest in Controlled Corporation | 892,710,000 | 51% | | Ms. Ngan Siu Pui | Spousal Interest | 892,710,000 | 51% | | Song Wenxia | Beneficial Owner | 420,030,000 | 24% | - Controlling shareholder Mr. Chung Wang Lung and Grand Brave Investments Limited have entered into a non-competition undertaking, which independent non-executive directors have reviewed and confirmed compliance with during the reporting period[182][185] - The company adopted a share option scheme in 2017, but as at March 31, 2025, no share options remained outstanding, granted, exercised, cancelled, or lapsed[209] Connected Transactions During the reporting period, the Group engaged in continuing connected transactions, primarily involving system license and maintenance fees paid to Mr. Chung, the Chairman's controlled Aon Group, and office rental from Mr. Chung for the Guangzhou office; the Board considers these transactions to be on normal commercial terms, in the overall interest of shareholders, and exempt from GEM Listing Rules' reporting, review, and shareholder approval requirements due to meeting minimum exemption thresholds Significant Transactions with Related Parties (FY2025) | Transaction Content | Related Party | Amount (Million HKD) | | :--- | :--- | :--- | | License and Maintenance Fees | Aon Network Exhibition Co., Ltd. | 0.5 | | Rent | Controlling Shareholder Mr. Chung | 0.2 | - These transactions constitute continuing connected transactions fully exempt from compliance with the relevant provisions of Chapter 20 of the GEM Listing Rules[217] Independent Auditor's Report Auditor's Opinion and Key Audit Matters Independent auditor UHY F.T.W. CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance; the sole key audit matter identified during the audit was the "Assessment of Expected Credit Losses (ECL) on Trade Receivables," due to significant management judgment and estimation involved - The auditor is of the opinion that the consolidated financial statements give a true and fair view of the consolidated financial position, performance, and cash flows of the Group 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[229] Key Audit Matters | Key Audit Matter | Description | Auditor's Response | | :--- | :--- | :--- | | Assessment of Expected Credit Losses (ECL) on Trade Receivables | The assessment involves significant management judgment and estimation, with a material impact on the financial statements | - Evaluate credit policy procedures
- Test aging analysis
- Assess reasonableness of management's ECL estimates
- Evaluate sufficiency of related disclosures | Consolidated Financial Statements Key Financial Statements This fiscal year, the Group's revenue was HKD 15.9 million, a year-on-year decrease, with the loss for the year expanding to HKD 7.6 million; net assets decreased from HKD 56.2 million to HKD 48.0 million, and while net cash used in operating activities was HKD 6.0 million, net cash from investing activities was HKD 11.3 million (primarily due to reduced time deposits), increasing cash and cash equivalents to HKD 35.7 million at period-end Consolidated Statement of Profit or Loss Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | | Loss Before Income Tax | (7,471) | (5,772) | | Loss for the Year | (7,605) | (5,876) | | Loss Attributable to Owners of the Company | (8,347) | (6,345) | Consolidated Statement of Financial Position Summary | Metric (Thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 8,017 | 9,585 | | Current Assets | 46,578 | 54,513 | | Current Liabilities | 5,822 | 5,991 | | Non-current Liabilities | 811 | 1,898 | | Net Assets | 47,962 | 56,209 | Consolidated Statement of Cash Flows Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (6,001) | (6,702) | | Net Cash From Investing Activities | 11,318 | 825 | | Net Cash Used in Financing Activities | (2,334) | (2,267) | | Net Increase (Decrease) in Cash and Cash Equivalents | 2,983 | (8,144) | Notes to the Consolidated Financial Statements (Summary) The financial statement notes provide detailed accounting policies and data breakdowns; the Group considers overseas study consultancy services as a single operating segment, with primary revenue from Australia and the UK; the notes elaborate on the expected credit loss assessment methodology for trade receivables and disclose foreign exchange exposure, also detailing related party transactions with entities controlled by the controlling shareholder - The Group considers the provision of overseas study consultancy services as a single operating segment; geographically, Australia and the UK are the two largest revenue sources[342][344] - The Group applies a provision matrix for the assessment of expected credit losses (ECL) on trade receivables and contract assets, which is based on historical credit loss experience adjusted for forward-looking factors[341][411][416] - The Group faces exchange rate fluctuation risks primarily from AUD, CAD, GBP, and RMB; sensitivity analysis indicates that changes in AUD exchange rates have the most significant impact on profit or loss and equity[401][402][403] Financial Summary Five-Year Financial Data This section presents key performance and financial position data for the Group's past five fiscal years; the data indicates that the Group's revenue remained relatively stable over the past five years, but it has recorded losses for four consecutive years since 2022, with total assets and total equity showing a declining trend year-on-year over the same period Five-Year Financial Summary (Thousand HKD) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | 16,638 | 16,764 | 16,025 | | Loss/Profit for the Year | (7,605) | (5,876) | (9,005) | (4,552) | 7,015 | | Total Assets | 54,595 | 64,098 | 71,451 | 78,417 | 84,591 | | Total Liabilities | (6,633) | (7,889) | (8,690) | (5,487) | (6,708) | | Equity Attributable to Owners of the Company | 47,476 | 55,728 | 62,288 | 72,611 | 77,480 |