开元教育(300338) - 2024 Q4 - 年度财报(更正)

Important Notice, Table of Contents, and Definitions Important Notice The board ensures report accuracy, while auditors note going concern uncertainties amidst performance losses, goodwill impairment, and restructuring risks, with no planned profit distribution - The company incurred a loss in FY2024, primarily due to a significant decline in operating revenue and credit impairment losses[3] - The company recognized goodwill impairment provisions of RMB 18.70 million, with the original book value of goodwill at year-end being RMB 1.03 billion and accumulated impairment of RMB 979 million[3] - The company has entered pre-restructuring proceedings due to a creditor's application, but significant uncertainty remains regarding formal restructuring, with potential bankruptcy liquidation and delisting risks if unsuccessful[7] - The audit firm issued an unqualified opinion with a material uncertainty related to going concern for the FY2024 financial statements, leading to continued "other risk warnings" for the company's stock[9] - The company plans no cash dividends, bonus shares, or capital increase from capital reserves[11] Company Profile and Key Financial Indicators Key Accounting Data and Financial Indicators In 2024, operating revenue significantly declined to RMB 171 million, yet net loss narrowed to RMB 141 million, and operating cash flow improved, with net assets turning positive due to equity injections Key Financial Data for 2022-2024 | Indicator | 2024 | 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 170,776,018.62 | 341,404,180.04 | -49.98% | | Net Profit Attributable to Shareholders (RMB) | -141,320,264.28 | -274,961,290.50 | 48.60% | | Net Profit Attributable to Shareholders, Excluding Non-Recurring Items (RMB) | -159,714,771.26 | -272,531,635.13 | 41.40% | | Net Cash Flow from Operating Activities (RMB) | -3,643,289.53 | -133,360,005.46 | 97.27% | | Basic Earnings Per Share (RMB/share) | -0.35 | -0.73 | 52.05% | | Total Assets (RMB) | 605,224,556.36 | 524,092,419.81 | 15.48% | | Net Assets Attributable to Shareholders (RMB) | 25,829,995.17 | -114,716,265.10 | 122.52% | Key Quarterly Financial Indicators for 2024 (Unit: RMB) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 37,932,332.39 | 59,797,271.05 | 42,109,457.47 | 30,936,957.71 | | Net Profit Attributable to Shareholders | -6,894,717.75 | -11,122,237.54 | -18,090,581.02 | -105,212,727.97 | | Net Cash Flow from Operating Activities | 9,422,662.31 | -19,982,336.53 | -9,367,641.77 | 16,284,026.46 | - The lower of net profit before and after non-recurring items has been negative for the past three fiscal years, and the latest audit report indicates uncertainty regarding the company's going concern ability[25] Management Discussion and Analysis Industry Overview During the Reporting Period The vocational education sector benefits from supportive national policies and growing demand, with market size projected to exceed RMB 1.2 trillion by 2027, driven by employment strategies and new technologies like AI - National policies continuously promote vocational education development, emphasizing industry-education integration and science-education convergence to cultivate high-quality skilled talents, providing a favorable macro environment for the industry[35][36][37] - China's vocational education market is substantial, projected to exceed RMB 1.2 trillion by 2027, with non-degree vocational training accounting for approximately 30%, serving a broad audience with rigid demand[38] - The development of new technologies like AI and live streaming has generated new vocational training demands, such as new media skill enhancement, and promoted Online-Merge-Offline (OMO) teaching models, improving efficiency and quality[42] Principal Business During the Reporting Period The company's core business is vocational education, delivered via "Hengqi Education," "Zhuntiku," and "Zhongda Wangxiao" brands, focusing on finance and professional qualifications, while leveraging internet technology and a "Central Kitchen" strategy to enhance efficiency - The company's core business covers financial education, professional qualification examinations, and senior title training, forming a complete career path from entry-level to advanced[44] - The company is implementing a "Central Kitchen" strategy, aiming to transform into an industrial internet platform that empowers the entire vocational education and training ecosystem through standardized agency products like traffic, content, and branding[45] Core Competitiveness Analysis The company's core strengths include robust content R&D focused on pass and employment rates, advanced industrial internet middleware for efficient OMO operations, and mature, cost-effective traffic acquisition through diverse digital channels - Content R&D: Focusing on pass rates and employment rates, the company has developed a "lean, precise, and targeted" coaching system for certification exams and an EAT teaching model for practical education[47][48] - Technology Platform: Building an "Education + Internet" industrial internet middleware that integrates students, employees, and management behaviors, achieving a business model of "group large traffic entry + multi-category digestion + multi-exit services"[50] - Traffic Acquisition: Establishing stable and diversified business opportunity traffic sources through official website APP matrix (e.g., "Zhuntiku"), e-commerce platforms (combining courses and books), and new media account matrix[52][53] Principal Business Analysis In 2024, operating revenue fell by 49.98% to RMB 171 million due to declines in education and franchise segments, yet net loss narrowed to RMB 141 million, and operating cash flow improved, with the company adjusting strategies and consolidating scope Key Operating Indicators for 2024 | Indicator | 2024 | Year-on-Year Change | | :--- | :--- | :--- | | Total Operating Revenue | RMB 171 million | -49.98% | | Net Profit Attributable to Parent | -RMB 141 million | Loss narrowed by 48.60% | | Net Profit Attributable to Parent, Excluding Non-Recurring Items | -RMB 136 million | Loss narrowed by 50.11% | | Net Cash Flow from Operating Activities | -RMB 3.6867 million | Improved by 97.24% | | Contract Liabilities | RMB 91 million | -30.24% | | Net Assets Attributable to Parent | RMB 26 million | 122.52% | Operating Revenue Composition (by Product) | Product | 2024 Revenue (RMB) | Proportion | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Education and Training Products | 116,662,714.66 | 68.31% | -52.85% | | Franchise Business Products | 17,816,046.70 | 10.43% | -63.37% | | Academic Intermediary Products | 17,183,245.89 | 10.06% | 6.99% | | Book Products | 13,165,118.53 | 7.71% | 6.86% | | Total | 170,776,018.62 | 100% | -49.98% | Period Expense Changes | Expense Item | 2024 (RMB) | 2023 (RMB) | Year-on-Year Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Administrative Expenses | 65,375,832.14 | 134,903,578.56 | -51.54% | Decrease in salaries and daily expenses | | Financial Expenses | 13,162,218.48 | 5,792,189.76 | 127.24% | Increase in borrowing interest | | R&D Expenses | 15,534,362.81 | 25,380,117.92 | -38.79% | Decrease in R&D personnel and outsourced R&D | - During the reporting period, the company disposed of Shanghai Tianhu Cloud Education Technology Co., Ltd. and its subsidiaries, Shanghai Hengqi Education Technology Co., Ltd., and deregistered several subsidiaries, resulting in changes to the consolidation scope[67][68] Analysis of Assets and Liabilities By year-end 2024, total assets grew to RMB 605 million, with monetary funds significantly increasing to RMB 314 million due to donations, while other assets decreased from disposals and impairments, and other payables rose from increased external borrowings - Monetary funds at year-end totaled RMB 314 million, a significant increase from the beginning of the period, primarily due to gratuitous cash asset donations received from Jiadao Gongcheng during the reporting period[82] - The book value of goodwill decreased from RMB 101 million at the beginning of the period to RMB 52.97 million, primarily due to subsidiary disposals and impairment provisions recognized in the current period[83] - Other payables increased from RMB 264 million to RMB 352 million, accounting for 58.08% of total assets, primarily due to increased borrowings from external institutions during the reporting period[83] Analysis of Major Holding and Participating Companies Major subsidiaries showed mixed performance, with Shanghai Hengqi Vocational Training College and Zhongda Yingcai (Beijing) Network Education experiencing expanded losses, while the company disposed of and deregistered several subsidiaries to enhance asset quality Operating Performance of Major Subsidiaries (Unit: RMB 10,000) | Company Name | Principal Business | Total Assets | Net Assets | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Hengqi Vocational Training College Co., Ltd. | Vocational Education Training | 49,539.27 | -6,746.52 | 5,161.82 | -6,231.33 | | Zhongda Yingcai (Beijing) Network Education Technology Co., Ltd. | Online Education Training | 25,714.48 | 10,502.16 | 11,795.13 | -1,140.49 | | Changsha Luyuan New Material Technology Co., Ltd. | Emerging Energy Technology R&D | 2,044.27 | -1,029.57 | 56.18 | -943.50 | - During the reporting period, Shanghai Tianhu Cloud Education Technology Co., Ltd. and Shanghai Hengqi Education Technology Co., Ltd. were disposed of, aiming to improve the company's asset quality[95] Outlook on Company's Future Development The company plans to enhance existing businesses, expand new categories, boost R&D in AI and other technologies, and integrate resources, while navigating risks from regulatory changes, market competition, talent retention, and goodwill impairment - Development Strategy: Improve the quality of existing businesses, expand new categories through the "Central Kitchen" middleware model, increase R&D investment in new technologies like AIGC, and integrate relevant vocational education resources within the group[96][97][98][99] - Operating Plan: Leverage AI technology to upgrade online platforms, enhance product innovation through digital human live streaming, and comprehensively upgrade courses, books, and question banks for principal projects[100][101] - Faced Risks: Primarily include changes in industry regulatory policies, intensified market competition, loss of core talent, and impairment risk for the remaining RMB 52.97 million in goodwill[103][104][105][106] Corporate Governance Basic Status of Corporate Governance The company maintained sound corporate governance, adhering to laws and its Articles of Association, with no significant discrepancies in its operations concerning shareholders, board, supervisors, or information disclosure - The company's governance structure is sound, strictly adheres to laws and regulations, and maintains independence from the controlling shareholder in business, personnel, assets, organization, and finance[111][115] - During the reporting period, the company held 4 general meetings of shareholders, 6 board meetings, and 6 supervisory board meetings, with compliant convening and conducting procedures[111][112] Information on Directors, Supervisors, and Senior Management The company completed board and supervisory board re-elections, with some members departing, and the current leadership team possesses relevant expertise, with total remuneration for all executives at RMB 4.98 million - On February 1, 2024, the company completed the re-election of its Board of Directors and Supervisory Board, with Jiang Sheng, Jiang Ping, Chen Zhengfeng, and others no longer serving as directors, and Yu Wenfeng and others no longer serving as supervisors[121] Remuneration of Certain Directors, Supervisors, and Senior Management (Unit: RMB 10,000) | Name | Position | Total Pre-tax Remuneration from the Company | | :--- | :--- | :--- | | Zhao Jun | Chairman | 96 | | Bao Yanan | Director, Deputy General Manager | 60 | | Yu Yangli | General Manager | 60 | | Dong Shicai | Financial Controller | 60.1 | | Li Jun | Board Secretary | 60 | | Total | -- | 497.8 | Environmental and Social Responsibility Social Responsibility Performance The company actively fulfills social responsibilities by protecting investor rights through strict disclosure and communication, prioritizing employee welfare with competitive compensation and training, and contributing to society through ethical operations and taxation - The company communicates with investors through various channels, including interactive platforms, phone calls, and emails, ensuring their right to information[171] - The company values employee development, establishing a competitive compensation system and performance appraisal management, and providing training in new products, enrollment capabilities, new media traffic generation, and employment guidance[149][150] Significant Matters Matters Related to Bankruptcy Reorganization In 2024, the company entered pre-restructuring proceedings initiated by a creditor, with the court appointing a provisional administrator and a restructuring investment agreement signed, while formal restructuring remains pending - On September 25, 2024, the Changsha Intermediate People's Court approved the company's pre-restructuring application and appointed a provisional administrator[204] - On November 5, 2024, the company, the provisional administrator, and restructuring investor Shenzhen Jiadao Gongcheng Equity Investment Fund (Limited Partnership) signed a "Restructuring Investment Agreement"[205] - The Changsha Intermediate People's Court has agreed to extend the company's pre-restructuring period by one month, with pre-restructuring work currently proceeding in an orderly manner[205][207] Penalties and Rectification The company and executives received warnings and reprimands from regulators for significant discrepancies between performance forecast and annual report net profits, prompting a commitment to strict compliance - Due to inaccurate performance forecast disclosure, the company, Chairman Zhao Jun, General Manager Yu Yangli, and Financial Controller Dong Shicai received administrative supervisory measures in the form of a warning letter from the Hunan Securities Regulatory Bureau[209][210] - For the same reason, the company received a public reprimand from the Shenzhen Stock Exchange, and responsible individuals Zhao Jun, Yu Yangli, and Dong Shicai also received public reprimands[210][211] Share Changes and Shareholder Information Share Changes The company's total share capital decreased by 45,000 shares to 402,624,692 due to the repurchase and cancellation of restricted shares from departing incentive recipients, affecting restricted and unrestricted share proportions - The company's total share capital decreased by 45,000 shares due to the repurchase and cancellation of restricted shares granted to, but not yet vested by, certain incentive recipients[241] Shareholders and Actual Controller Information As of year-end, the company had 13,178 shareholders, with control shifting to Jiang Yong and his concerted parties (12.29% stake) on February 18, 2024, who also has significant outstanding debts - On February 18, 2024, the company's control changed, with the actual controller shifting from Cai Zhihua to Jiang Yong[250][252] Top Five Shareholders' Shareholding | Shareholder Name | Shareholding Percentage | Number of Shares Held at End of Reporting Period | Number of Restricted Shares Held | | :--- | :--- | :--- | :--- | | Jiang Yong | 5.05% | 20,335,637 | 0 | | Zhao Jun | 4.36% | 17,534,600 | 13,150,950 | | Xinyu Zhongda Ruize Investment Partnership | 1.81% | 7,277,501 | 0 | | Zhang Jianfei | 1.25% | 5,032,000 | 0 | | Jiang Sheng | 1.08% | 4,339,264 | 0 | - The controlling shareholder and actual controller, Mr. Jiang Yong, has multiple significant matured and unpaid debts[212] Financial Report Audit Report Zhong Shen Asia Pacific issued an unqualified audit opinion with a going concern uncertainty for FY2024, citing pre-restructuring, negative profits and cash flow, frozen accounts, and liquidity issues, with key audit matters including revenue, goodwill, debt transfer, and cash donations - The audit opinion is an "unqualified opinion with a material uncertainty related to going concern"[261] - Material uncertainties regarding going concern primarily stem from the company's approved pre-restructuring, negative net profit, negative operating cash flow, frozen bank accounts, current liabilities exceeding current assets, and overdue interest-bearing debts[263][264] - Key audit matters include: revenue recognition, goodwill impairment, debt transfer, and cash donation[266][269][273] Financial Statements This section presents the company's consolidated and parent financial statements for FY2024, detailing its financial position, operating results, and cash flows Consolidated Balance Sheet Consolidated Income Statement Consolidated Cash Flow Statement Consolidated Statement of Changes in Owners' Equity Notes to Consolidated Financial Statements This section details the composition and changes of key consolidated financial statement items, including significant increases in monetary funds and capital reserves from donations, and changes in receivables and goodwill due to business adjustments and impairments - Monetary funds at year-end totaled RMB 314 million, with RMB 1.25 million restricted from use[438][712] The significant increase in funds primarily stemmed from cash donations from related parties - The original value of goodwill decreased from RMB 1.097 billion to RMB 1.032 billion, primarily due to the disposal of Shanghai Tianhu Company[590] Goodwill impairment of RMB 18.70 million was recognized for Zhongda Yingcai in the current period, with the net goodwill value at year-end being RMB 52.97 million[592] - Capital reserves increased by RMB 288 million in the current period, primarily from a RMB 230 million gratuitous cash donation from Jiadao Gongcheng and a RMB 57.99 million debt transfer (treated as an equity transaction)[662][663]