Important Notice This section provides key declarations from management, outlines the profit distribution plan, and highlights investment risks Statement by the Board of Directors, Supervisory Board, and Senior Management The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, which is unaudited, with all directors attending the board meeting - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the report content6 - This semi-annual report is unaudited8 - All company directors attended the board meeting7 Profit Distribution Plan The company proposes a cash dividend of $10.00 (tax inclusive) per 10 shares to all shareholders, totaling $119.25 million, representing 90.74% of the net profit attributable to listed company shareholders for the first half of 2025 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount/Ratio | | :--- | :--- | | Cash dividend per 10 shares (tax inclusive) | $10.00 | | Total proposed cash dividend | $119,251,100 | | Percentage of net profit attributable to listed company shareholders | 90.74% | Risk Warning No special significant risks substantially impacting operations were identified during the reporting period, but investors are cautioned about forward-looking statements and potential risks detailed in the management discussion and analysis - Forward-looking statements regarding the company's future plans in this report do not constitute a substantive commitment to any investors or related parties, and investors are advised to be aware of investment risks10 - During the reporting period, there were no special significant risks that had a substantial impact on the company's production and operations11 Section I Definitions This section defines key terms used throughout the report, ensuring clarity and accurate interpretation of the content Definitions of Common Terms This chapter defines common terms used in the report, including company names, exchanges, reporting periods, currency units, and major subsidiary names, to ensure accurate interpretation - Defines "Action Education," "the Company," and "the Group" as Shanghai Action Education Technology Co., Ltd16 - Clarifies the "reporting period" as January to June 202516 - Lists major subsidiaries and affiliated companies including Shanghai Action, Beijing Action, Shenzhen Action, Chengdu Action, Wuxiang Management, Sien Performance, Shangxueyun, Hangzhou Action, Hong Kong Action, and Zhuhai Action16 Section II Company Profile and Key Financial Indicators This section provides essential company information, details information disclosure, summarizes stock particulars, and presents key financial data and non-recurring gains and losses Company Information This section provides the company's basic registration details, including its Chinese name, abbreviation, foreign name, legal representative, and contact information, along with historical changes to its registered address - The company's Chinese name is Shanghai Action Education Technology Co., Ltd., abbreviated as Action Education, with Li Jian as the legal representative18 - The company's registered address changed to Room 201, Area B, No. 3, Lane 168, Xinghong Road, Minhang District, Shanghai on July 20, 202220 Information Disclosure and Document Availability The company designates "China Securities Journal" for information disclosure, with its semi-annual report available on www.sse.com.cn, and physical copies at the company's Board Secretary Office - The company designates "China Securities Journal" as its information disclosure newspaper, and the website for publishing the semi-annual report is www.sse.com.cn[21](index=21&type=chunk) Brief Introduction to Company Shares The company's shares are A-shares listed on the Shanghai Stock Exchange, with the stock abbreviation "Action Education" and stock code 605098 - The company's shares are A-shares, listed on the Shanghai Stock Exchange, with the stock abbreviation Action Education and stock code 60509822 Key Accounting Data and Financial Indicators In the first half of 2025, the company experienced a year-on-year decrease in operating revenue and total profit, a significant reduction in net cash flow from operating activities, a slight decrease in net profit attributable to shareholders, but an increase in net assets attributable to shareholders Key Accounting Data for January-June 2025 | Indicator | Amount for Current Reporting Period (Jan-Jun) ($) | Amount for Prior Period ($) | Period-on-period change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 343,939,309.53 | 389,434,954.21 | -11.68 | | Total Profit | 151,244,438.00 | 163,763,124.86 | -7.64 | | Net Profit Attributable to Listed Company Shareholders | 131,414,358.54 | 136,187,995.87 | -3.51 | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | 120,419,398.78 | 136,243,171.62 | -11.61 | | Net Cash Flow from Operating Activities | 68,084,287.27 | 174,118,730.31 | -60.90 | Key Asset and Liability Data as of June 30, 2025 | Indicator | Amount at End of Current Reporting Period ($) | Amount at End of Prior Year ($) | Change (%) | | :--- | :--- | :--- | :--- | | Net Assets Attributable to Listed Company Shareholders | 1,000,754,938.64 | 961,393,865.82 | 4.09 | | Total Assets | 2,210,234,073.73 | 2,232,013,797.24 | -0.98 | Key Financial Indicators for January-June 2025 | Indicator | Current Reporting Period (Jan-Jun) | Prior Period | Period-on-period change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share ($/share) | 1.10 | 1.15 | -4.35% | | Diluted Earnings Per Share ($/share) | 1.10 | 1.15 | -4.35% | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses ($/share) | 1.01 | 1.15 | -12.17% | | Weighted Average Return on Net Assets (%) | 13.00 | 13.51 | Decrease of 0.51 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 11.91 | 13.52 | Decrease of 1.61 percentage points | - Net cash flow from operating activities decreased by 60.90% year-on-year, primarily due to lower sales receipts in the current period compared to the prior period2425 Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to $10.99 million, mainly from fair value changes in financial assets, disposal of non-current assets, and government grants Non-Recurring Gains and Losses Items for January-June 2025 | Non-Recurring Gains and Losses Item | Amount ($) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 393,055.36 | | Government grants recognized in profit or loss for the current period | 592,262.62 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises and disposal gains or losses | 11,386,271.61 | | Other non-operating income and expenses apart from the above | -41,420.87 | | Less: Income tax impact | 1,335,208.96 | | Total | 10,994,959.76 | Section III Management Discussion and Analysis This section discusses the company's industry, main business, operational performance, core competencies, and other significant disclosures, including risks and mitigation strategies Description of the Company's Industry and Main Business During the Reporting Period The company operates in the enterprise management training and consulting industry, which is expanding due to national development strategies and AI advancements; it empowers private enterprises with "Action Management" and "Practical Education + AI" strategies Industry Development Trends During the Reporting Period Driven by national policies and AI/VR/AR technologies, the enterprise management training and consulting industry is evolving into a strategic necessity, with market size projected to reach over $900 billion by 2025 - National policies are driving enterprises from "price competition" to "value competition," directly increasing demand for management capabilities and making the management training and consulting industry a "strategic necessity"32 China Enterprise Training Market Size Forecast | Indicator | Forecast Value | | :--- | :--- | | China enterprise training market size in 2025 | Over $900 billion | | Management training market size in 2025 | Expected to reach $1.3194 trillion | - Artificial Intelligence (AI) and Virtual Reality (VR/AR) technologies are bringing personalized learning paths, intelligent coaching, and immersive learning scenarios to management training, enhancing training effectiveness3334 China's Characteristic Practical Management Model "Action Management" Empowers Private Enterprises for Sustainable Growth The company's "Action Management Model," refined over 18 years, integrates Eastern wisdom and Western science to empower entrepreneurs through "practical tools + ecosystem enablement," driving sustainable growth and global competitiveness - The "Action Management Model" is the culmination of 18 years of company practice, designed to help enterprises navigate complex competitive environments and achieve strategic goals of "high growth and becoming number one"35 - This model empowers entrepreneurs through "practical tools + ecosystem enablement" across intellectual, capability, and human resource dimensions, facilitating a transition from "opportunity-driven" to "capability-driven" growth35 - The company builds a dual-empowerment management ecosystem, integrating top global management coaches and world-class business school resources, connecting with a network of nearly 100,000 enterprise students, forming a "management education + consulting + investment" operating system38 Main Business Built Around "Enterprise Growth Solutions" The company's core business offers comprehensive "enterprise growth solutions" through structured "Action Management Model" courses (e.g., Condensed EMBA, Principal EMBA, Enterprise Special Program, Philosophy EMBA), customized consulting, and published works, enhancing corporate management capabilities - Self-developed "Action Management Model" systematic courses include: "Condensed EMBA" (introductory, 3 days, cultivating operational managers), "Principal EMBA" (intermediate, 1.5 years, consulting-style education, restructuring organizational capabilities), "Enterprise Special Program" (customized solution implementation), and "Philosophy EMBA" (advanced, integrating philosophical thinking for global market布局)404345 - Provides customized enterprise consulting services covering specialized areas such as corporate universities, performance management, marketing control, financial control, and brand strategy, with long service cycles and in-depth enterprise coaching46 - Collaborates with renowned publishers to publish and distribute the "Action Management Model" series of works, disseminating management concepts, methods, and tools to more private entrepreneurs47 Discussion and Analysis of Operations 2025 marks a pivotal year for the company's transition to "Practical Education + AI" (4.0 era), with comprehensive AI strategy implementation across four business segments and the launch of a "Hundred Schools Plan" for market expansion, aiming to lead AI in management education - 2025 is a year of model upgrade and transformation for Action Education, as the company transitions from "Practical Education" to "Practical Education + AI," entering the 4.0 era4752 - The company is fully implementing AI across four business segments: AI+Human Resources (newcomer retention rate increased by 16%, sales performance grew by 46%, onboarding cycle shortened by 4 times), AI+Marketing System (customer identification time reduced to 10 minutes, significantly improving outreach efficiency), AI+Teaching and Research (first English e-publication "Profitability" to be released globally), and AI+Financial Sales Management System (team size streamlined, efficiency significantly improved)5051 - The "Hundred Schools Plan" has been launched, aiming to open 100 branch schools in key national cities within the next 3-5 years to accelerate the reach of the practical management model to more entrepreneurs, with 9 branch school general managers already replicated between March and July 2025, driving performance growth52 - The company will continue to focus on four areas: technological synergy, organizational synergy, product synergy, and customer synergy, aiming to empower 10,000 enterprises to become AI-driven organizations, cultivate 1 million AI-driven operators, and build a globally leading "AI-driven Organization Index Evaluation System" within the next three years5253 - The company continues to focus on a "key account strategy," aiming to "secure industry leadership and regional leadership," having formed a replicable growth model, and plans to further expand its influence by combining its AI strategy and the "Hundred Schools Plan"5556 Analysis of Core Competencies During the Reporting Period The company's core competencies are built on "four long-termisms": a platform integrating global top faculty and a vast entrepreneur network; high-quality development through effective products, continuous R&D, and full-lifecycle customer service; technology empowering all business functions; and a great brand driven by customer reputation, high repurchase, and referral rates - The company centers on its "platform," integrating top global management coaches (including Western masters like Robert Kaplan, Philip Kotler, Peter Senge, and Eastern philosophy mentors like Gong Yuzhen, Zhang Qicheng), and gathering nearly 200,000 entrepreneurs and managers from over 600 listed companies, forming a vast practical ecosystem575859 - The company adheres to "high-quality development," upholding the philosophy of "consulting as education, education as practical," developing core courses like "Condensed EMBA" and "Principal EMBA," and building a continuously iterating R&D system and a "customer-first, value-driven" full-lifecycle customer service system6061 - The company integrates "technology" into the entire education value chain, applying intelligent technologies across marketing, finance, teaching, and human resources, such as AI assessment systems to enhance recruitment efficiency, and actively exploring new paradigms for entrepreneur education in "AI-driven organizations"62 - The company aims for a "great brand," built on customer reputation, accompanying the growth of renowned enterprises like MINISO, Mengniu, and Mixue Bingcheng, achieving approximately 85% course referral and repurchase rates63 Key Operating Performance During the Reporting Period During the reporting period, the company experienced decreases in operating revenue, cost, sales, and administrative expenses, with a slight increase in R&D expenses. Net cash flow from operating activities significantly declined, while investment cash flow was influenced by wealth management product redemptions. Asset and liability structures remained stable, and long-term equity investments grew due to associate investment gains/losses Main Business Analysis This period saw a year-on-year decrease in the company's operating revenue, cost, sales, and administrative expenses, with a slight increase in R&D expenses; net cash flow from operating activities significantly decreased by 60.90% due to lower sales receipts Analysis Table of Financial Statement Items Changes | Item | Current Period Amount ($) | Prior Period Amount ($) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 343,939,309.53 | 389,434,954.21 | -11.68 | | Operating Cost | 77,421,754.28 | 92,920,265.09 | -16.68 | | Selling Expenses | 84,252,084.86 | 89,629,233.53 | -6.00 | | Administrative Expenses | 42,604,318.48 | 44,167,940.43 | -3.54 | | Research and Development Expenses | 11,206,589.66 | 10,682,573.56 | 4.91 | | Net Cash Flow from Operating Activities | 68,084,287.27 | 174,118,730.31 | -60.90 | | Net Cash Flow from Investing Activities | -123,701,594.71 | -248,039,480.15 | Not applicable | | Net Cash Flow from Financing Activities | -98,333,567.08 | -125,512,443.51 | Not applicable | - The change in net cash flow from operating activities was primarily due to lower sales receipts in the current period compared to the prior period65 - The change in net cash flow from investing activities was primarily due to higher redemptions of matured wealth management products in the current period compared to the prior period65 - The change in net cash flow from financing activities was primarily due to the payment of 2024 annual cash dividends in the current period, which was lower than the 2023 annual cash dividends paid in the prior period65 Analysis of Assets and Liabilities As of the end of the reporting period, total assets slightly decreased, while net assets attributable to shareholders increased. Accounts receivable and long-term equity investments significantly rose, with new investments in construction in progress, while other receivables and employee compensation substantially decreased Changes in Assets and Liabilities | Item Name | Amount at End of Current Period ($) | Percentage of Total Assets at End of Current Period (%) | Amount at End of Prior Year ($) | Percentage of Total Assets at End of Prior Year (%) | Change in Amount from End of Prior Year (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,348,946,954.31 | 61.03 | 1,427,271,920.46 | 63.95 | -5.49% | | Accounts Receivable | 294,344.84 | 0.01 | 90,003.55 | 0.00 | 227.04% | | Long-term Equity Investments | 1,025,549.93 | 0.05 | 490,846.19 | 0.02 | 108.94% | | Construction in Progress | 965,800.00 | 0.04 | 0.00 | 0.00 | Not applicable | | Other Receivables | 6,950,037.77 | 0.31 | 16,844,826.96 | 0.75 | -58.74% | | Employee Compensation Payable | 16,816,514.70 | 0.76 | 53,622,533.01 | 2.40 | -68.64% | - Accounts receivable increased by 227.04%, primarily due to an increase in accounts receivable for books in the current period6768 - Long-term equity investments increased by 108.94%, primarily due to investment gains/losses recognized under the equity method for associates in the current period6768 - Construction in progress increased by $0.97 million, primarily due to investments in construction projects in the current period6768 - Other receivables decreased by 58.74%, primarily due to the recovery of equity transfer payments in the current period6768 - Employee compensation payable decreased by 68.64%, primarily due to increased bonus accruals at the end of the prior period6768 - Overseas assets amounted to $15.46 million, accounting for 0.70% of total assets69 Investment Status Analysis The company's long-term equity investments grew by 108.94% due to investment gains/losses from associates. Financial assets measured at fair value totaled $619.02 million at period-end, mainly comprising trading financial assets and equity instrument investments, with $998 million purchased and $931 million sold/redeemed this period - As of the end of the reporting period, the company's long-term equity investments amounted to $1.03 million, an increase of 108.94% from the prior period, primarily due to investment gains/losses recognized under the equity method for associates in the current period70 Changes in Financial Assets Measured at Fair Value | Asset Category | Beginning Balance ($) | Fair Value Change Gains/Losses for Current Period ($) | Amount Purchased in Current Period ($) | Amount Sold/Redeemed in Current Period ($) | Ending Balance ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Other | 548,598,203.17 | 3,613,989.16 | 998,000,000.00 | -931,191,678.07 | 619,020,514.26 | | Of which: Trading Financial Assets | 502,850,010.11 | 7,125,012.12 | 998,000,000.00 | -931,175,678.07 | 576,799,344.16 | | Other Equity Instrument Investments | 45,748,193.06 | -3,511,022.96 | 0.00 | -16,000.00 | 42,221,170.10 | Securities Investment Information | Security Code | Security Abbreviation | Original Investment Cost ($) | Book Value at Period-End ($) | | :--- | :--- | :--- | :--- | | 688022 | Hanchuan Intelligent | 29,999,984.82 | 10,711,406.94 | Analysis of Major Holding and Participating Companies The company owns several wholly-owned and controlled subsidiaries primarily engaged in training and consulting. Shanghai Action, Sien Performance, Shangxueyun, and Hainan Gongxing show varied performance in assets, equity, revenue, and net profit, while Hong Kong Action reported a net loss this period Financial Data of Major Subsidiaries (Unit: $ million) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Action | Subsidiary | Training, Consulting | 120.00 | 389.62 | 128.65 | 36.00 | -3.04 | -2.32 | | Sien Performance | Subsidiary | Training, Consulting | 1.00 | 148.85 | 11.88 | 34.16 | 1.12 | 0.84 | | Shangxueyun | Subsidiary | Training, Consulting | 5.00 | 76.43 | 55.36 | 17.36 | 6.79 | 6.12 | | Hainan Gongxing | Subsidiary | Equity Investment | 200.00 | 94.96 | 89.50 | - | 4.82 | 4.82 | | Hong Kong Action | Subsidiary | Training, Consulting | HK$100 | 15.46 | -3.12 | 4.59 | -0.39 | -0.39 | Information on Structured Entities Controlled by the Company The company controls the structured entity Hainan Gongxing Private Equity Fund Partnership (Limited Partnership) through a 99.50% capital contribution, consolidating it since September 14, 2021 - As a limited partner, the company subscribed to 99.50% ($199 million) of the total capital contribution of Hainan Gongxing Private Equity Fund Partnership (Limited Partnership) and has consolidated it since September 14, 202178 Other Disclosure Matters The company faces risks from macroeconomic changes, intensified market competition, and key personnel turnover, addressing these through course upgrades, new product development, and improved compensation and talent development systems - The company faces risks from macroeconomic changes, as macroeconomic fluctuations may affect market demand in the enterprise management training and consulting industry79 - The company faces industry market competition risks, with numerous market participants and intense competition potentially affecting market share and profitability7980 - The company faces key business personnel turnover risks, with high reliance on talent in specialized areas such as marketing and R&D, where talent loss could lead to operational risks80 - The company's countermeasures include: in-depth policy analysis and course upgrades to mitigate market risks; increased new product development and technological R&D to enhance competitiveness; and improved compensation systems, implementation of equity incentives, and strengthened talent pipeline development to retain talent7980 Section IV Corporate Governance, Environment, and Society This section details the company's proposed profit distribution plan, reflecting its commitment to shareholder returns Profit Distribution or Capital Reserve Conversion Plan The company proposes a cash dividend of $10.00 (tax inclusive) per 10 shares to all shareholders, totaling $119.25 million, representing 90.74% of the net profit attributable to listed company shareholders for the first half of 2025 Semi-Annual Profit Distribution Plan | Indicator | Value | | :--- | :--- | | Dividend per 10 shares (tax inclusive) | $10.00 | | Total proposed cash dividend | $119,251,100 | | Percentage of 2025 semi-annual net profit attributable to parent company shareholders | 90.74% | Section V Significant Matters This section covers the fulfillment of commitments, integrity status of controlling shareholders, significant related party transactions, and the progress of raised funds utilization Fulfillment of Commitments The company's actual controller, controlling shareholder, directors, supervisors, senior management, and other shareholders holding over 5% equity have strictly fulfilled commitments regarding avoiding competition, reducing related party transactions, stabilizing share price, and share reduction intentions - The controlling shareholder committed to avoiding horizontal competition, not directly or indirectly engaging in businesses competing with the company, and offering business opportunities to the company86 - The actual controller, shareholders holding over 5% equity, and directors, supervisors, and senior management committed to avoiding or reducing related party transactions, not occupying company funds, not providing guarantees, and adhering to market-based pricing principles87888990 - The company, controlling shareholder, and directors, supervisors, and senior management committed to taking measures such as share repurchases, share increases, and profit distribution to stabilize the share price under conditions triggering share price stabilization measures909192 - The controlling shareholder and shareholders holding over 5% equity committed that the reduction price within two years after the lock-up period expires will not be lower than the offering price, and they will comply with share reduction quantity limits and information disclosure obligations939596 Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period During the reporting period, the company's controlling shareholder and actual controller maintained good integrity, with no unfulfilled court judgments or significant overdue debts - During the reporting period, the company's controlling shareholder and actual controller had no unfulfilled effective court judgments or significant overdue debts, indicating no adverse integrity status98 Significant Related Party Transactions The company engaged in routine related party transactions with Ningxia Action Education Technology Co., Ltd. during the reporting period, primarily for providing services, totaling $3.95 million, which was within the annual estimated limit approved by the board - The company's routine related party transactions (provision of services) with Ningxia Action Education Technology Co., Ltd. amounted to $3.95 million, which was within the annual estimated limit99 - As approved by the Seventh Meeting of the Fifth Board of Directors, the estimated routine related party transactions for 2025 with Ningxia Action Education Technology Co., Ltd. are $2.5 million for receiving services and $10 million for providing services100 Explanation of Progress in Use of Raised Funds The company's total raised funds were $581.66 million, with a committed net investment of $515.47 million. As of the reporting period end, cumulative investment was $46.94 million, representing 9.11% of the total, with "Smart Management Training Base Construction Project" and "Action MOOC Think Tank Construction Project" both delayed due to macroeconomic conditions and project interdependencies Overall Use of Raised Funds | Indicator | Amount ($ million) | | :--- | :--- | | Total raised funds | 581.66 | | Committed net investment of raised funds | 515.47 | | Cumulative raised funds invested as of reporting period end | 46.94 | | Cumulative investment progress of raised funds as of reporting period end | 9.11% | - The estimated completion date for the "Smart Management Training Base Construction Project" has been adjusted from April 2024 to April 2027, primarily due to a downturn in economic prosperity, extended project approval and construction cycles, and market uncertainties106107 - The estimated completion date for the "Action MOOC Think Tank Construction Project" has been adjusted from April 2023 to April 2026, primarily due to the linked impact of the delayed start of the "Smart Management Training Base Construction Project"108 - The company utilized idle raised funds for cash management, with a cash management balance of $443 million at the end of the reporting period, which did not exceed the authorized limit111 Section VI Share Changes and Shareholder Information This section details changes in share capital and provides an overview of the company's shareholder structure, including major shareholders and their holdings Changes in Share Capital During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure114 Shareholder Information As of the reporting period end, the company had 7,768 common shareholders. Among the top ten, Li Jian held 30.98% as the controlling shareholder, and together with Zhao Ying and Li Weiteng, they are the actual controllers; some shareholders reduced their holdings - As of the end of the reporting period, the total number of common shareholders was 7,768115 Top Ten Shareholders' Holdings | Shareholder Name | Number of Shares Held at Period-End (shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Li Jian | 36,948,531 | 30.98 | Overseas Natural Person | | Shanghai Lanxiao Business Consulting Partnership (Limited Partnership) | 21,925,438 | 18.39 | Other | | Shanghai Yundun Business Consulting Partnership (Limited Partnership) | 11,170,333 | 9.37 | Other | | Shanghai Yunxiao Enterprise Management Center (Limited Partnership) | 4,974,595 | 4.17 | Other | | Hong Kong Securities Clearing Company Limited | 2,982,329 | 2.50 | Other | | Li Weiteng | 2,531,200 | 2.12 | Domestic Natural Person | - Li Jian is the company's controlling shareholder, and together with Zhao Ying and Li Weiteng (who are husband-wife and father-son respectively), they are the company's actual controllers118 - Shareholders such as Shanghai Lanxiao, Shanghai Yundun, and Shanghai Yunxiao reduced their shareholdings during the reporting period117 Section VII Bond-Related Information This section confirms the absence of corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds during the reporting period Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds Section VIII Financial Report This section presents the company's comprehensive financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes on accounting policies, taxation, and specific financial items Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting its financial position, operating results, and cash flows - The consolidated balance sheet shows total assets of $2.21 billion and total equity attributable to parent company owners of $1.001 billion as of June 30, 2025124126 - The consolidated income statement shows operating revenue of $343.94 million and net profit attributable to parent company shareholders of $131.41 million for January-June 2025132133 - The consolidated cash flow statement shows net cash flow from operating activities of $68.08 million and net cash flow from investing activities of -$123.70 million for January-June 2025139140 Company Overview Shanghai Action Education Technology Co., Ltd., established on March 27, 2006, primarily engages in enterprise management training, consulting services, and related book/audio-visual product sales, with Li Jian, Zhao Ying, and Li Weiteng as its actual controllers - The company was established on March 27, 2006, primarily engaging in enterprise management training, management consulting services, and sales of related books and audio-visual products153 - The actual controllers of the Group are Li Jian, Zhao Ying, and Li Weiteng154 Basis of Preparation of Financial Statements These financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations, presented on a going concern basis - These financial statements are prepared in accordance with the "Enterprise Accounting Standards" and relevant regulations issued by the Ministry of Finance155 - These financial statements are presented on a going concern basis156 Significant Accounting Policies and Accounting Estimates This section details the company's accounting policies and estimates for revenue recognition, financial instruments, inventory, long-term equity investments, fixed assets, intangible assets, employee compensation, government grants, deferred income tax, and leases, including key management judgments, estimates, and assumptions made during financial statement preparation - The company has formulated specific accounting policies and estimates based on its actual production and operational characteristics, primarily reflected in revenue recognition, inventory impairment provisions, depreciation of fixed assets, amortization of intangible assets, and amortization of long-term deferred expenses157 - For revenue recognition, management training and consulting services recognize revenue based on performance progress, while goods sales are recognized when customers obtain control213214215216 - Financial instruments are classified as financial assets measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss, with impairment provisions recognized based on the expected credit loss model176177178179182 - Key accounting estimates include performance progress of consulting service contracts, impairment of financial instruments, fair value of unlisted equity investments, and lessee's incremental borrowing rates, where uncertainties in these estimates could lead to significant adjustments in the carrying amounts of assets and liabilities in the future227228229230231232 Taxation The company's main taxes include VAT, corporate income tax, urban maintenance and construction tax, education surcharges, and local education surcharges. The company and some subsidiaries benefit from high-tech enterprise income tax rates (15%) or small-profit enterprise tax policies (20%) Major Tax Categories and Rates | Tax Category | Taxable Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales/Taxable Income | 9%, 6%, 3% | | Corporate Income Tax | Taxable Income | 15%, 16.5%, 20%, and 25% | | Urban Maintenance and Construction Tax | Actual VAT/Consumption Tax Paid | 7% or 5% | | Education Surcharge | Actual VAT/Consumption Tax Paid | 3% | | Local Education Surcharge | Actual VAT/Consumption Tax Paid | 2% | - The company and Shanghai Shangxueyun Technology Co., Ltd. enjoy a 15% preferential corporate income tax rate as high-tech enterprises237238 - Subsidiaries including Shenzhen Action, Hangzhou Action, Chengdu Action, Beijing Action, Shanghai Beixiao, Zhuhai Action, and Shanghai Wuxiang Management enjoy a 20% preferential corporate income tax rate as small-profit enterprises238 Notes to Consolidated Financial Statement Items This section provides detailed notes on consolidated financial statement items, including cash, trading financial assets, accounts receivable, inventory, long-term equity investments, fixed assets, construction in progress, intangible assets, contract liabilities, employee compensation, taxes payable, other payables, lease liabilities, share capital, capital reserves, other comprehensive income, retained earnings, operating revenue and costs, various expenses, investment income, fair value change gains, credit impairment losses, asset impairment losses, asset disposal gains, non-operating income/expenses, income tax expenses, and supplementary cash flow information Composition of Trading Financial Assets | Item | Ending Balance ($) | Beginning Balance ($) | | :--- | :--- | :--- | | Wealth Management Products | 503,192,665.63 | 417,033,212.20 | | Equity Instrument Investments | 73,606,678.53 | 85,816,797.91 | | Total | 576,799,344.16 | 502,850,010.11 | - The book value of accounts receivable at period-end was $0.29 million, an increase from the beginning of the period, primarily due to an increase in accounts receivable for books67248 - Contract liabilities at period-end amounted to $1.059 billion, primarily representing advance receipts for management training and consulting services, of which $30.39 million were unconsumed amounts with an aging of over one year309311 - Operating revenue for the current period was $343.94 million, with management training revenue of $285.44 million and management consulting revenue of $54.44 million341342 - Net cash flow from operating activities was $68.08 million, a significant year-on-year decrease, primarily due to reduced cash received from sales of goods and provision of services139372 Research and Development Expenses Total R&D expenses for the current period were $11.21 million, all expensed, primarily comprising employee compensation and development service fees, showing a slight increase from the prior period R&D Expenses by Nature of Expense | Item | Amount for Current Period ($) | Amount for Prior Period ($) | | :--- | :--- | :--- | | Employee Compensation | 8,804,306.63 | 8,551,996.32 | | Development Service Fees | 2,001,508.83 | 1,829,962.29 | | Other | 400,774.20 | 216,963.77 | | Total | 11,206,589.66 | 10,682,573.56 | | Of which: Expensed R&D Expenses | 11,206,589.66 | 10,682,573.56 | Interests in Other Entities The company holds interests in various wholly-owned and controlled subsidiaries, including Shanghai Action, Beijing Action, and Shenzhen Action, and controls the structured entity Hainan Gongxing Private Equity Fund Partnership. Shanghai Sien Performance Management Technology Co., Ltd. is a significant non-wholly-owned subsidiary with a 30% minority interest - The company owns subsidiaries including Shanghai Action, Beijing Action, Shenzhen Action, Chengdu Action, Wuxiang Management, Shangxueyun, Hangzhou Action, Beixiao Investment, Sien Performance, Hainan Gongxing, Hong Kong Action, and Zhuhai Action380 - The company controls Hainan Gongxing Private Equity Fund Partnership (Limited Partnership) with a 99.50% ownership stake and consolidates it within its financial statements381 Financial Information of Significant Non-Wholly-Owned Subsidiary (Shanghai Sien Performance Management Technology Co., Ltd.) | Indicator | Ending Balance ($) | Amount for Current Period ($) | | :--- | :--- | :--- | | Minority Shareholder Ownership Percentage | 30% | - | | Profit/Loss Attributable to Minority Shareholders | - | 251,313.91 | | Minority Shareholder Equity Balance at Period-End | 4,314,735.87 | - | | Operating Revenue | - | 34,159,141.79 | | Net Profit | - | 837,713.03 | - The total book value of investments in associates is $1.03 million, with net profit and total comprehensive income calculated based on shareholding ratio both amounting to $0.53 million for the current period386 Government Grants During the reporting period, the company recognized total government grants of $0.59 million in profit or loss Government Grants Recognized in Profit or Loss for the Current Period | Type | Amount for Current Period ($) | | :--- | :--- | | Income-related | 592,262.62 | | Total | 592,262.62 | Risks Related to Financial Instruments The company manages credit risk through credit assessments and continuous monitoring of receivables, and liquidity risk through maturity analysis of financial liabilities. Its capital management aims for sustained operations and healthy capital ratios, with an asset-liability ratio of 54.53% at period-end - The company faces credit risk and liquidity risk, managing credit risk through diversified investments, credit assessments, and continuous monitoring of accounts receivable balances389390392 - The maximum credit risk exposure for financial assets is the total amount receivable from customers less impairment provisions391 Analysis of Financial Liabilities by Undiscounted Contractual Cash Flows Maturity (June 30, 2025) | Term | Within 1 year ($) | 1 to 2 years ($) | 2 to 3 years ($) | Over 3 years ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts Payable | 20,887,803.46 | - | - | - | 20,887,803.46 | | Other Payables | 2,882,617.45 | - | - | - | 2,882,617.45 | | Lease Payments | 14,419,854.04 | 12,074,141.95 | 8,236,500.70 | 3,736,052.08 | 38,466,548.77 | | Total | 38,190,274.95 | 12,074,141.95 | 8,236,500.70 | 3,736,052.08 | 62,236,969.68 | Asset-Liability Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Asset-Liability Ratio (%) | 54.53 | 56.63 | Disclosure of Fair Value The company's assets measured at fair value primarily include trading financial assets and other equity instrument investments. Level 1 fair value items are determined by market quotes, Level 2 uses valuation techniques (e.g., structured deposits), and Level 3 uses market approach estimates (e.g., unlisted equity investments), considering liquidity discounts Fair Value of Assets Measured at Fair Value at Period-End | Item | Level 1 Fair Value Measurement ($) | Level 2 Fair Value Measurement ($) | Level 3 Fair Value Measurement ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 10,711,406.94 | 503,192,665.63 | 62,895,271.59 | 576,799,344.16 | | Other Equity Instrument Investments | - | - | 42,221,170.10 | 42,221,170.10 | | Total Assets Continuously Measured at Fair Value | 10,711,406.94 | 503,192,665.63 | 105,116,441.68 | 619,020,514.25 | - Listed equity instrument investments determine fair value using market quotations (Level 1)404 - Structured deposits determine fair value by estimating future cash flows using market-available expected rates of return and discounting them at rates determined by the best estimate of expected risk levels (Level 2)405 - Unlisted equity instrument investments estimate fair value using the market approach (Level 3), considering unobservable inputs such as liquidity discounts (10%-30%)407 Related Parties and Related Party Transactions The company had related party transactions with Ningxia Action Education Technology Co., Ltd., primarily providing management training services, totaling $3.95 million this period. Key management personnel compensation amounted to $7.54 million Related Party Transactions for Sales of Goods/Provision of Services | Related Party | Related Transaction Content | Amount for Current Period ($) | Amount for Prior Period ($) | | :--- | :--- | :--- | :--- | | Ningxia Action Education Technology Co., Ltd. | Management Training Services | 3,949,564.25 | 582,745.22 | Key Management Personnel Compensation | Item | Amount for Current Period ($ million) | Amount for Prior Period ($ million) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 7.54 | 4.73 | Unsettled Items with Related Parties (Receivables, Payables, etc.) | Item Name | Related Party | Book Balance at Period-End ($) | Book Balance at Beginning of Period ($) | | :--- | :--- | :--- | :--- | | Advance Payments | Ningxia Action Education Technology Co., Ltd. | 299,800.00 | 299,800.00 | | Contract Liabilities | Ningxia Action Education Technology Co., Ltd. | 8,930,879.37 | 4,673,290.69 | Events After the Balance Sheet Date The company plans to distribute profits or dividends totaling $119.25 million, a matter that has been reviewed and approved Profit Distribution Information | Item | Amount ($) | | :--- | :--- | | Proposed profit or dividend distribution | 119,251,100.00 | | Profit or dividend distribution declared and approved | 119,251,100.00 | Other Significant Matters The company's operations are related to a single business segment (training, consulting, and sales of conference supplies), thus no operating segment analysis is presented. External transaction revenue and major non-current assets are primarily from mainland China - The company's business operations are related to a single operating segment encompassing training, consulting services, and sales of conference supplies, thus no operating segment analysis is presented422 - The company's external transaction revenue and major non-current assets (excluding financial assets and deferred income tax assets) are primarily derived from mainland China423424 Notes to Key Items in Parent Company Financial Statements This section provides detailed notes on key parent company financial statement items, including accounts receivable, other receivables, long-term equity investments, operating revenue and costs, and investment income. Parent company accounts receivable are mainly from subsidiaries, and long-term equity investments include those in subsidiaries and associates - The parent company's accounts receivable at period-end amounted to $14.14 million, entirely consisting of receivables from subsidiaries, with all balances aged over 5 years427431 Parent Company Dividends Receivable | Item (or Investee) | Ending Balance ($) | | :--- | :--- | | Shanghai Action Success Enterprise Management Co., Ltd. | 39,000,000.00 | | Shanghai Sien Performance Management Technology Co., Ltd. | 24,761,181.93 | | Shenzhen Action Education Technology Co., Ltd. | 19,000,000.00 | | Shanghai Wuxiang Management Enterprise Management Co., Ltd. | 12,000,000.00 | | Chengdu Action Success Culture Communication Co., Ltd. | 8,000,000.00 | | Beijing Action Success Education Consulting Co., Ltd. | 4,000,000.00 | | Total | 106,761,181.93 | - The parent company's long-term equity investments had a book value of $247.33 million at period-end, including investments in subsidiaries of $246.30 million and investments in associates of $1.03 million451 - The parent company's operating revenue for January-June 2025 was $260.40 million, comprising management training revenue of $252.74 million and management consulting revenue of $7.53 million458460 - The parent company's investment income for the current period was $8.68 million, primarily derived from long-term equity investment income accounted for under the cost method and investment income from the disposal of trading financial assets464 Supplementary Information This section provides supplementary information, including a detailed statement of non-recurring gains and losses, net asset return, and earnings per share. Total non-recurring gains and losses were $10.99 million, weighted average return on net assets was 13.00%, and basic earnings per share was $1.10/share Detailed Statement of Non-Recurring Gains and Losses for the Current Period | Item | Amount ($) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 393,055.36 | | Government grants recognized in profit or loss for the current period | 592,262.62 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises and disposal gains or losses | 11,386,271.61 | | Other non-operating income and expenses apart from the above | -41,420.87 | | Less: Income tax impact | 1,335,208.96 | | Total | 10,994,959.76 | Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Basic Earnings Per Share ($/share) | Diluted Earnings Per Share ($/share) | | :--- | :--- | :--- | :--- | | Net profit attributable to common shareholders of the company | 13.00% | 1.10 | 1.10 | | Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | 11.91% | 1.01 | 1.01 |
行动教育(605098) - 2025 Q2 - 季度财报