东方大学城控股(08067) - 2025 - 年度业绩

Overall Performance Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income For the financial year ended June 30, 2025, the Group's revenue slightly increased by 1.3% to RMB 56,697 thousand, but loss for the year narrowed by 23.5% to RMB 57,019 thousand due to fair value loss on investment properties, loss on disposal of assets, and increased taxation. EBITDA decreased by 48.7% Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 56,697 | 55,969 | 1.3 | | Employee Costs | (6,664) | (5,455) | 22.2 | | Operating Loss | (30,354) | (67,115) | (54.8) | | Loss Before Income Tax | (44,883) | (83,528) | (46.3) | | Loss for the Year | (57,019) | (74,576) | (23.5) | | EBITDA | 13,898 | 27,092 | (48.7) | | Loss Attributable to Owners of the Company | (56,558) | (73,861) | (23.4) | | Basic Loss Per Share (RMB) | (0.31) | (0.41) | (24.4) | - Other comprehensive income for the year turned from a loss of RMB 13,363 thousand in FY2023/24 to a gain of RMB 31,987 thousand in FY2024/25, primarily due to exchange differences arising from the translation of overseas operations[5] Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets decreased to RMB 1,593,209 thousand, net current liabilities expanded to RMB 33,971 thousand, and net assets slightly declined. Investment properties remain the primary asset, but their fair value has decreased Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,519,059 | 1,597,179 | | Total Current Assets | 74,150 | 203,614 | | Total Current Liabilities | 108,121 | 210,510 | | Net Current Liabilities | (33,971) | (6,896) | | Net Assets | 1,120,475 | 1,145,507 | | Total Equity | 1,120,475 | 1,145,507 | - Cash and cash equivalents significantly decreased from RMB 69,664 thousand as of June 30, 2024, to RMB 1,388 thousand as of June 30, 2025[7] - Trade and other receivables significantly increased from RMB 23,950 thousand as of June 30, 2024, to RMB 53,072 thousand as of June 30, 2025[7] Notes to the Condensed Consolidated Financial Statements General Information The Company is incorporated in Hong Kong, primarily providing education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland. The ultimate parent company is Raffles Education Corporation Limited, listed in Singapore - The Group's principal activities are providing education facility leasing services in China, Malaysia, and Indonesia, and leasing and managing hotel properties in Switzerland[9] - The Company's ultimate parent company is Raffles Education Corporation Limited, incorporated and listed in Singapore[9] Basis of Preparation The consolidated financial statements are prepared under HKFRSs and the Hong Kong Companies Ordinance, using historical cost except for investment properties and assets held for sale measured at fair value. Despite losses, net current liabilities, and cash shortages, the Board believes the Group can operate on a going concern basis due to several liquidity improvement measures - The consolidated financial statements are prepared on a historical cost basis, except for investment properties and assets held for sale which are measured at fair value[11] - The Group recorded a loss of RMB 57,019 thousand, net current liabilities of approximately RMB 33,971 thousand, and cash and cash equivalents of approximately RMB 1,388 thousand in FY2024/25, yet the Board prepared the financial statements on a going concern basis[12] - To improve liquidity, the Group plans to utilize an unutilized revolving loan facility of RMB 40 million from Raffles, negotiate extensions for existing bank loans of RMB 64 million, expects to receive proceeds from the disposal of assets held for sale and termination of investment property acquisition, and considers disposing of certain investment properties for funds[14] Adoption of New/Revised Hong Kong Financial Reporting Standards The Group has adopted certain revised HKFRSs with no material impact on current or prior period results and financial position. Newly issued but not yet effective standards, particularly HKFRS 18, are expected to significantly affect financial statement presentation and disclosure without impacting recognition and measurement - Adopted amendments to HKFRSs (e.g., HKAS 1, HKFRS 16) had no material impact on the Group's results and financial position for the current or prior periods[15] - Newly issued but not yet effective HKFRS 18 'Presentation and Disclosure in Financial Statements' will replace HKAS 1 and is expected to have a significant impact on the presentation and disclosure of certain items in the consolidated financial statements, including classification and subtotals in the statement of profit or loss[17] Revenue and Segment Information Revenue for the financial year slightly increased by 1.3% to RMB 56,697 thousand, primarily from education facility leasing and hotel property leasing. Education facility leasing revenue slightly decreased, while hotel property leasing revenue, especially floating lease payments, significantly grew. Revenue from China decreased, while non-China regions (Malaysia, Indonesia, and Switzerland) saw significant growth. The Group's major customers include Customer A, Customer B, and Raffles Group Revenue Analysis by Category | Revenue Source | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Education Facility Leasing | 47,710 | 49,293 | (3.2) | | Ancillary Facility Commercial Leasing | 2,938 | 2,779 | 5.7 | | Hotel Properties — Fixed Lease Payments | 3,888 | 2,940 | 32.2 | | Hotel Properties — Floating Lease Payments | 2,161 | 957 | 125.8 | | Total Revenue | 56,697 | 55,969 | 1.3 | Revenue Analysis by Country | Region | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | China | 44,905 | 46,519 | (3.4) | | Non-China (Malaysia, Indonesia, and Switzerland) | 11,792 | 9,450 | 24.8 | | Total Revenue | 56,697 | 55,969 | 1.3 | - Major customers include Customer A (revenue RMB 18,284 thousand, up 4.4% year-on-year), Customer B (revenue RMB 11,824 thousand, up 17.5% year-on-year), and Raffles Group (revenue RMB 5,792 thousand)[28] Net Other Income Net other income for the financial year significantly decreased by 67.3% to RMB 1,738 thousand, mainly due to reduced net exchange gains and the absence of bargain purchase gains Net Other Income Details | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net Exchange Gains | 1,183 | 2,672 | (55.7) | | Bargain Purchase Gains | — | 2,352 | N/M | | Others | 555 | 289 | 92.0 | | Total | 1,738 | 5,313 | (67.3) | Loss Before Income Tax Loss before income tax is calculated after deducting various expenses, including auditor's remuneration, direct operating expenses for investment properties, and short-term lease expenses Deductions for Loss Before Income Tax | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's Remuneration | 767 | 901 | (14.9) | | Direct Operating Expenses for Investment Properties Generating Rental Income During the Year | 16,721 | 14,289 | 17.0 | | Direct Operating Expenses for Investment Properties Not Generating Rental Income During the Year | 4,311 | 6,498 | (33.7) | | Short-Term Lease Expenses | 1,086 | — | N/M | Income Tax Income tax expense for the financial year shifted from a loss to a gain, primarily due to a significant increase in current tax (especially land appreciation tax and China corporate income tax) and increased deferred tax credits Income Tax Details | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current Tax | 31,167 | 4,856 | 541.8 | | — China Corporate Income Tax | 13,928 | 394 | 3,435.0 | | — Land Appreciation Tax | 14,595 | — | N/M | | Deferred Tax | (19,031) | (13,808) | 37.8 | | Income Tax | 12,136 | (8,952) | N/M | - The Group had no assessable profits in Hong Kong, thus no provision for Hong Kong profits tax was made[32] Loss Per Share Basic and diluted loss per share for the financial year was RMB 0.31, narrowing from RMB 0.41 last year, mainly due to a decrease in loss attributable to owners of the Company Loss Per Share Data | Indicator | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (RMB thousand) | (56,558) | (73,861) | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 180,000 | 180,000 | | Basic Loss Per Share (RMB per share) | (0.31) | (0.41) | | Diluted Loss Per Share (RMB per share) | (0.31) | (0.41) | - The Company had no outstanding potential ordinary shares during the reporting period, so diluted loss per share equals basic loss per share[34] Investment Properties Fair value of investment properties at the end of the financial year was RMB 1,486,379 thousand, a decrease from last year, mainly affected by fair value changes and disposals, but with a positive impact from exchange adjustments. Investment properties are valued annually by independent valuers Changes in Fair Value of Investment Properties | Item | FY2024/25 (RMB thousand) | FY2023/24 (RMB thousand) | | :--- | :--- | :--- | | Fair Value at Beginning of Year | 1,533,592 | 1,458,878 | | Additions | 3,078 | 8,342 | | Disposals | (22,060) | — | | Reclassified to Assets Held for Sale | (19,690) | (110,000) | | Exchange Adjustments | 42,404 | (14,753) | | Changes in Fair Value | (38,645) | (93,813) | | Fair Value at End of Year | 1,486,379 | 1,533,592 | - The fair value of investment properties is a Level 3 recurring fair value measurement, independently valued by external independent professional qualified valuers[36] Investment in an Associate The carrying amount of investment in an associate at the end of the financial year was RMB 8,809 thousand, a decrease from last year, primarily due to the recognition of an impairment loss of RMB 3,178 thousand. The acquisition of 4 Vallees Pte Ltd was completed last year, making it a wholly-owned subsidiary Carrying Amount of Investment in an Associate | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Net Assets Excluding Goodwill | 9,335 | 9,508 | | Goodwill | 2,652 | 2,652 | | Accumulated Impairment Loss | (3,178) | — | | Carrying Amount | 8,809 | 12,160 | - An impairment loss of RMB 3,178 thousand was recognized in FY2024/25 because the fair value less costs to sell of the associate, Axiom Properties Limited, was lower than its carrying amount[37] - The Company completed the acquisition of 75.39% equity interest in 4 Vallees Pte Ltd in FY2023/24, making it a wholly-owned subsidiary[37] Prepayments Prepayments significantly decreased to RMB 335 thousand at the end of the financial year, mainly due to the reclassification of prepayments for the terminated acquisition of Mongolian property to other receivables, and partial refund of prepayments for renovation works of investment properties in Langfang City Prepayments Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments for Acquisition of Investment Properties | — | 28,430 | | Prepayments for Various Renovation and Construction Works | 335 | 9,041 | | Total | 335 | 37,471 | - Prepayments of RMB 28,430 thousand for the terminated acquisition of Mongolian property were reclassified to 'Other receivables' in FY2024/25, with the seller to pay termination amounts in installments[38] - Of the prepayments for renovation and construction works of investment properties in Langfang City, RMB 8,706 thousand was refunded by the construction company[38] Trade and Other Receivables Total trade and other receivables increased to RMB 54,865 thousand at the end of the financial year, primarily due to the recognition of receivables from the terminated acquisition of investment properties. Impairment provisions also increased Trade and Other Receivables Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables, Net of Provision | 23,355 | 17,687 | | Other Receivables and Prepayments | 16,167 | 10,629 | | Receivables from Terminated Acquisition of Investment Properties | 20,008 | — | | Other Recoverable Taxes | 3,326 | 3,166 | | Less: Impairment Provision | (7,991) | (5,937) | | Total | 54,865 | 25,545 | - Receivables from the terminated acquisition of investment properties, amounting to RMB 20,008 thousand, were newly recognized this period, being the main reason for the increase in total receivables[39] - The aging analysis of trade receivables shows that most receivables are due within three months[42] Trade and Other Payables and Accrued Expenses Total trade and other payables and accrued expenses significantly decreased to RMB 62,669 thousand at the end of the financial year, mainly due to a substantial reduction in deposits received as the transaction for deposits received last year for the disposal of investment properties was completed Trade and Other Payables and Accrued Expenses Details | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 2,226 | 3,064 | | Other Payables and Accrued Expenses | 14,751 | 15,968 | | Deposits Received | 5,000 | 110,000 | | Amounts Due to Raffles Group | 40,692 | 52,574 | | Total | 62,669 | 181,606 | - Deposits received significantly decreased from RMB 110,000 thousand last year to RMB 5,000 thousand, primarily because the transaction for deposits received last year for the disposal of certain investment properties was completed[43] - Amounts due to Raffles Group are unsecured, interest-free, and not repayable before July 1, 2026[43] Bank Borrowings, Secured Total bank borrowings decreased to RMB 246,003 thousand at the end of the financial year, with RMB 77,632 thousand due for repayment within one year. Bank borrowings are secured by investment properties, corporate guarantees, equity pledges, pledged bank deposits, and rental income from Swiss hotel properties Bank Borrowings Maturity Analysis | Maturity Period | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 77,632 | 71,135 | | After One Year but Within Two Years | 23,109 | 73,923 | | After Two Years but Within Five Years | 60,529 | 53,453 | | After Five Years | 84,733 | 91,762 | | Total | 246,003 | 290,273 | - Bank borrowing interest rates range from 2.00% to 8.95% per annum (last year: 3.04% to 8.95%)[44] - Bank borrowings are secured by certain investment properties of the Group (RMB 1,249,969 thousand), corporate guarantees from the Company and subsidiaries, equity pledges, pledged bank deposits (RMB 8,967 thousand), and rental income from Swiss hotel properties[44] Financial Review for the Year Ended June 30, 2025 Revenue Revenue for the financial year increased by 1.3% to RMB 56.70 million, primarily driven by rising contractual rents from educational institutions within the Oriental University City campus Revenue Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | 1.3 | - Revenue growth was mainly attributable to increased contractual rents from several educational institutions within the Oriental University City campus in Langfang City, Hebei Province, China[45] Employee Costs Employee costs increased by 22.2% to RMB 6.66 million, mainly due to the full-year recognition of staff costs in this financial year following the completion of the 4 Vallees acquisition in the latter half of last year Employee Costs Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Employee Costs | 6.66 | 5.46 | 22.2 | - The increase in employee costs was mainly due to the full-year recognition of staff costs in FY2024/25 following the completion of the 4 Vallees acquisition in the latter half of FY2023/24[46] Property Tax and Land Use Tax Property tax and land use tax decreased by 14.6% to RMB 8.97 million, primarily due to the disposal of several properties within the Oriental University City campus Property Tax and Land Use Tax Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Property Tax and Land Use Tax | 8.97 | 10.50 | (14.6) | - The decrease in taxes was mainly due to the disposal of several properties within the Oriental University City campus, with a total land area of 81,717 square meters and a gross floor area of 60,001 square meters[47] Property Management Fees Property management fees increased by 8.1% to RMB 3.34 million, due to the full-year recognition of property management costs for 4 Vallees following the completion of its acquisition in this financial year Property Management Fees Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Property Management Fees | 3.34 | 3.09 | 8.1 | - The increase in property management fees was due to the full-year recognition of 4 Vallees' property management costs following the completion of the 4 Vallees acquisition in the latter half of FY2023/24[48] Repair and Maintenance Expenses Repair and maintenance expenses increased by 43.1% to RMB 1.90 million, primarily due to more regular maintenance works being carried out Repair and Maintenance Expenses Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Repair and Maintenance Expenses | 1.90 | 1.33 | 43.1 | - The increase in repair and maintenance expenses was due to more regular maintenance works being carried out[49] Legal and Professional Fees Legal and professional fees decreased by 36.6% to RMB 3.70 million, mainly due to fewer professional fees incurred from corporate activities in this financial year Legal and Professional Fees Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Legal and Professional Fees | 3.70 | 5.84 | (36.6) | - The decrease in legal and professional fees was due to fewer professional fees incurred from corporate activities in FY2024/25[50] Loss on Disposal of Investment Properties and Assets Held for Sale A loss of RMB 11.36 million on the disposal of investment properties and assets held for sale was recorded in this financial year, primarily attributable to property disposal events in FY2024/25 Loss on Disposal of Investment Properties and Assets Held for Sale | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Loss on Disposal | 11.36 | — | - This loss was attributable to property disposal events in FY2024/25[51] Net Other Income Net other income decreased by 67.3% to RMB 1.74 million, mainly due to reduced net exchange gains and the absence of any acquisition gains Net Other Income Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Net Other Income | 1.74 | 5.31 | (67.3) | - The decrease was mainly due to reduced net exchange gains and the absence of any acquisition gains[52] Other Expenses Other expenses increased by 88.0% to RMB 6.25 million, primarily due to new property rental costs for overseas property management and compensation paid to tenants for early lease termination Other Expenses Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Other Expenses | 6.25 | 3.33 | 88.0 | - The increase was mainly due to new property rental costs for overseas property management and compensation paid to tenants for early lease termination[53] Share of Results of an Associate Share of loss from an associate decreased by 31.3% to RMB 2.15 million, due to a reduction in the net loss recorded by its associate Share of Results of an Associate Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Share of Loss from Associate | 2.15 | 3.13 | (31.3) | - The decrease in loss was due to a reduction in the net loss recorded by its associate[54] Impairment Loss on an Associate An impairment loss of RMB 3.18 million on an associate was recognized in this financial year, as the fair value less costs to sell of the shares held in the associate was lower than its carrying amount Impairment Loss on an Associate | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Impairment Loss | 3.18 | — | - The impairment loss was due to the fair value less costs to sell of the shares held in the associate being lower than its carrying amount[55] Impairment Loss on Other Receivables An impairment provision of RMB 2.05 million was made for other receivables in this financial year, mainly for the remaining consideration to be received from the termination deed for the purchase of Mongolian investment properties Impairment Loss on Other Receivables | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | | :--- | :--- | :--- | | Impairment Loss | 2.05 | — | - The impairment provision was made based on the remaining consideration of RMB 20.01 million to be received from the termination deed, with reference to an expected credit loss assessment performed by an independent valuer[56] Fair Value Loss on Investment Properties Fair value loss on investment properties decreased by 58.8% to RMB 38.65 million, primarily attributable to the decrease in fair value of investment properties in the Oriental University City campus Fair Value Loss on Investment Properties Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Fair Value Loss | 38.65 | 93.81 | (58.8) | - The fair value loss was primarily attributable to the decrease in fair value of investment properties located in the Oriental University City campus[57] Operating Loss Operating loss decreased by 54.8% to RMB 30.35 million, mainly due to the combined effect of the aforementioned changes in revenue and expenses Operating Loss Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Loss | 30.35 | 67.12 | (54.8) | - The decrease in operating loss was due to the combined effect of changes in revenue and expenses as set out in notes 4.1 to 4.13[58] Interest Expense on Bank Borrowings Interest expense on bank borrowings decreased by 11.4% to RMB 14.56 million, primarily due to more loan principal being progressively repaid Interest Expense on Bank Borrowings Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Interest Expense | 14.56 | 16.43 | (11.4) | - The decrease in interest expense was due to more loan principal being progressively repaid[59] Current Tax Current tax expense significantly increased by 541.8% to RMB 31.17 million, mainly due to land appreciation tax and increased corporate income from property disposal events in FY2024/25 Current Tax Expense Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Current Tax Expense | 31.17 | 4.86 | 541.8 | - The increase was mainly due to land appreciation tax and increased corporate income from property disposal events in FY2024/25[60] Deferred Tax Deferred tax credit increased by 37.8% to RMB 19.03 million, primarily due to the reversal of deferred tax from property disposal events in FY2024/25 Deferred Tax Credit Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Deferred Tax Credit | 19.03 | 13.81 | 37.8 | - The increase was mainly due to the reversal of deferred tax from property disposal events in FY2024/25[61] Loss for the Year Loss for the year was RMB 57.02 million, a 23.5% reduction from RMB 74.58 million last year, despite losses from investment property disposals and fair value losses Loss for the Year Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | 57.02 | 74.58 | (23.5) | - The decrease in loss was mainly influenced by the narrowing operating loss, despite a loss of RMB 11.36 million on disposal of investment properties and assets held for sale, and a fair value loss of RMB 38.65 million on investment properties[62] EBITDA EBITDA for the financial year was RMB 13.90 million, a 48.7% decrease from RMB 27.09 million last year EBITDA Changes | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | EBITDA | 13.90 | 27.09 | (48.7) | Liquidity and Financial Resources Net current liabilities expanded to RMB 33.97 million at the end of the financial year. Despite this, the Board believes the Group has sufficient working capital for the next 12 months, relying on unutilized loan facilities, bank loan extension negotiations, expected asset disposal proceeds, and potential investment property sales Net Current Liabilities Changes | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | | :--- | :--- | :--- | | Net Current Liabilities | 33.97 | 6.90 | - The Group has an unutilized revolving loan facility of RMB 40.00 million from Raffles and has been negotiating with banks for extensions of existing bank loans totaling RMB 64.00 million[65] - Expected receivables from the disposal of assets held for sale and termination of investment property acquisition are anticipated to be fully collected in FY2025/26, and the Group is considering disposing of certain investment properties to provide further funds[65] Gearing Ratio The gearing ratio at the end of the financial year was 21.96%, a decrease from 25.34% last year, reflecting a reduction in total borrowings Gearing Ratio Changes | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 21.96% | 25.34% | | Total Borrowings (RMB million) | 246.00 | 290.27 | | Total Equity (RMB million) | 1,120.48 | 1,145.51 | Cash and Cash Equivalents Cash and cash equivalents significantly decreased to RMB 1.39 million at the end of the financial year. The Group places cash exceeding daily operational needs into fixed deposits and currently does not invest in other financial instruments Cash and Cash Equivalents Changes | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1.39 | 69.66 | - The Group places high importance on risk management, depositing cash exceeding daily operational needs into fixed deposits, and currently does not invest in bonds, notes, structured products, or any other financial instruments[68] Foreign Exchange Hedging The Group's foreign currency risk is limited as most transactions are denominated in RMB, and it currently does not engage in any foreign exchange hedging, but the Board will closely monitor and may consider a hedging policy in the future - The Group's foreign currency risk is limited as most transactions are denominated in RMB, the functional currency of its operations[69] - The Group currently does not engage in any foreign exchange hedging, but the Board closely monitors foreign exchange risk and may adopt a significant foreign currency hedging policy in the future[69] Business Review and Outlook The Group primarily leases education facilities in China, Malaysia, and Indonesia, and manages hotel properties in Switzerland. Despite market challenges, revenue grew by 1.3% this financial year, with both operating loss and loss for the year narrowing. The Group rationalized assets by disposing of low-yielding properties, using proceeds to upgrade investment properties and reduce bank borrowings. The Board is optimistic about future financial performance, anticipating sustainable demand for education facilities and moderate growth in the Swiss hotel sector - The Group's principal activities are leasing education facilities to educational institutions in China, Malaysia, and Indonesia, and owning, leasing, and managing hotel properties in Switzerland[70] - Revenue for the financial year increased by 1.3% to RMB 56.70 million, operating loss decreased by 54.8% to RMB 30.35 million, and loss for the year decreased by 23.5% to RMB 57.02 million[71] - The Group rationalized assets by disposing of low-yielding investment properties (three disposals totaling RMB 132.00 million in this financial year), with proceeds used to upgrade investment properties in the Oriental University City campus, increase working capital, and reduce bank borrowings[72] - The Board expects sustainable demand for education facilities in the Oriental University City campus, Malaysia, and Indonesia, and moderate growth in the Swiss hotel sector to benefit the Group, anticipating further improvement in future financial performance[73] Significant Investments and Future Plans for Major Investments and Capital Commitments Renovation and Refurbishment of Two Dormitories Renovation/refurbishment works for two dormitories in the Oriental University City campus have been completed and delivered, now leased by an educational institution. The contract amount was RMB 10.18 million, with RMB 9.87 million paid by the Group - Renovation/refurbishment works for Dormitories No. 23 and 24 in the Oriental University City campus were completed and delivered in the financial year ended June 30, 2023, and are leased by an educational institution[74] Financial Data for Dormitory Renovation/Refurbishment Project | Item | Amount (RMB million) | | :--- | :--- | | Contract Amount | 10.18 | | Amount Paid (as of June 30, 2025) | 9.87 | | Remaining Balance | 0.31 | Construction of Canteen and Theatre Construction of the canteen and theatre in the Oriental University City campus was completed and delivered in the first half of this financial year, now leased by an educational institution. The contract amount was RMB 13.40 million, with RMB 11.53 million paid by the Group - Construction of the canteen and theatre in the Oriental University City campus was completed and delivered in the first half of FY2024/25 and is leased by an educational institution[75] Financial Data for Canteen and Theatre Construction Project | Item | Amount (RMB million) | | :--- | :--- | | Contract Amount | 13.40 | | Amount Paid (as of June 30, 2025) | 11.53 | | Remaining Balance | 3.97 | Significant Acquisitions or Disposals of Subsidiaries, Associates, and Joint Ventures In this financial year, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - In FY2024/25, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[76] Related Party Transactions and Continuing Connected Transactions (a) Malaysia Property Lease Agreement OUCMY, a subsidiary of the Company, renewed its Malaysia property lease agreement with RCHE, a Raffles Group entity, for three years, with an annual rent of 2.01 million Malaysian Ringgit (approximately RMB 3.30 million) - OUCMY and RCHE entered into a new lease agreement on December 12, 2024, renewing the Malaysia property lease for three years, from January 1, 2025, to December 31, 2027[78] Key Data for Malaysia Property Lease Agreement | Item | Amount | | :--- | :--- | | Annual Rent | 2.01 million Malaysian Ringgit (approximately RMB 3.30 million) | (b) Indonesia Property Lease Agreement PT OUC Thamrin Indo, a subsidiary of the Company, entered into an Indonesia property lease agreement with PT. Rafes Institute of Higher Education, a wholly-owned subsidiary of Raffles, for three years, with an annual rent of 5,472 million Indonesian Rupiah (approximately RMB 2.41 million) - PT OUC Thamrin Indo entered into an Indonesia property lease agreement with PT. Rafes Institute of Higher Education for three years, commencing July 1, 2023, and expiring June 30, 2026[79] Key Data for Indonesia Property Lease Agreement | Item | Amount | | :--- | :--- | | Annual Rent | 5,472 million Indonesian Rupiah (approximately RMB 2.41 million) | (c) Singapore Property Lease Agreement Langfang Development Zone Oriental University City Education Consulting Co., Ltd., a subsidiary of the Company, entered into a Singapore property lease agreement with Raffles College of Higher Education Pte Ltd, a wholly-owned subsidiary of Raffles, for ten months, with an annual rent of 0.2 million Singapore Dollars (approximately RMB 1.12 million), to be renewed for one year - A subsidiary of the Company entered into a Singapore property lease agreement with a wholly-owned subsidiary of Raffles for ten months, commencing September 1, 2024, and expiring June 30, 2025[80] Key Data for Singapore Property Lease Agreement | Item | Amount | | :--- | :--- | | Rent Payable (first ten months) | 0.2 million Singapore Dollars (approximately RMB 1.12 million) | | Annual Rent (for one-year renewal) | 0.26 million Singapore Dollars (approximately RMB 1.46 million) | (d) Management Services Provided by Raffles Group Rafes K12 Sdn Bhd, a wholly-owned subsidiary of Raffles, provided management services to 4 Vallees Pte Ltd, a wholly-owned subsidiary of the Company, receiving approximately RMB 0.4 million in fees this financial year, and will continue to provide services for the same amount next financial year Management Service Fees | Item | Amount (RMB million) | | :--- | :--- | | FY2024/25 Management Service Fees | 0.4 | | FY2025/26 Estimated Management Service Fees | 0.4 | (e) Salaries and Retirement Scheme Contributions Paid to Mr. Chew Han Wei Mr. Chew Han Wei, son of Chairman and Executive Director Mr. Chew Hua Seng, received remuneration of approximately RMB 1.02 million in this financial year Mr. Chew Han Wei's Remuneration | Item | Amount (RMB million) | | :--- | :--- | | FY2024/25 Remuneration | 1.02 | Other Financial and Corporate Information Pledge of the Group's Assets As of June 30, 2025, the Group's investment properties of RMB 1,249,969 thousand, bank deposits of RMB 8,967 thousand, and rental income from Swiss hotel properties have been pledged to banks as collateral for bank financing Pledged Asset Values | Pledged Asset | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Investment Properties | 1,249,969 | 1,109,543 | | Bank Deposits | 8,967 | 7,973 | - Rental income from Swiss hotel properties has also been pledged as security for bank borrowings[83] Capital Structure As of June 30, 2025, the Group's capital structure remained unchanged compared to the same period last year - The Group's capital structure as of June 30, 2025, remained unchanged compared to June 30, 2024[84] Contingent Liabilities As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities[85] Use of Proceeds from Property Disposal The net proceeds from the disposal of four land use rights in the Oriental University City campus for RMB 110 million were fully utilized as planned by June 30, 2025, primarily for loan repayment and general working capital - Net proceeds from property disposal amounted to RMB 91.39 million and were fully utilized as planned by June 30, 2025[87] Use of Proceeds from Property Disposal | Purpose | Planned Use (RMB million) | Utilized (RMB million) | | :--- | :--- | :--- | | Loan Repayment | 62.00 | 62.00 | | General Working Capital | 29.39 | 29.39 | | Total | 91.39 | 91.39 | Events After Reporting Period After the reporting period, the Group further disposed of an investment property in July 2025 for RMB 18.00 million, expected to be completed in September 2025. Additionally, the second installment of the termination payment for the terminated purchase of Mongolian investment property has been partially received - On July 4, 2025, the Group entered into a sale and purchase agreement to dispose of a land use right and buildings in the Oriental University City campus for RMB 18.00 million, expected to be completed in September 2025[89] - The termination payment of RMB 33,690,000 for the terminated purchase of Mongolian investment property will be paid in four installments. As of the announcement date, the first installment of RMB 8,422,000 has been received, and RMB 7,554,400 of the second installment of RMB 8,422,000 has been received, with the balance expected by the end of August 2025[90] Employees and Remuneration Policy As of June 30, 2025, the Group had 38 full-time employees, with total employee costs of approximately RMB 6.66 million. Remuneration policy refers to market salaries and performance, providing training and mandatory social security/provident fund contributions. The share option scheme expired on January 15, 2025, with no options granted, exercised, cancelled, or lapsed during the period Employee and Remuneration Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Full-Time Employees | 38 | 37 | | Total Employee Costs (RMB million) | 6.66 | 5.46 | - Employee remuneration is determined with reference to market salaries for employees with relevant experience and their respective performance, and training and mandatory social security and provident fund contributions are provided[91] - The share option scheme expired on January 15, 2025, and no share options have been granted, exercised, cancelled, or lapsed since the listing date[91] Final Dividend The Board resolved not to recommend the payment of any dividend for the financial year 2024/25 - The Board resolved not to recommend the payment of any dividend for FY2024/25 (FY2023/24: nil)[92] Shareholders' and Directors' Interests Competing Interests Controlling shareholder Raffles confirmed it is not involved in businesses competing with the Group, except for disclosed excluded businesses. Directors also confirmed no interests in any competing businesses as of June 30, 2025 - Controlling shareholder Raffles confirmed that, other than its equity interest in the Company, it is not involved in any business that competes or is likely to compete, directly or indirectly, with the Group's business, nor does it hold any interest in such businesses (except as disclosed in the prospectus)[93] - The Directors confirmed that as of June 30, 2025, no Director, controlling shareholder or substantial shareholder of the Company, or director of any subsidiary of the Company or any of their respective close associates had any interest in any business that competes or is likely to compete, directly or indirectly, with the Group's business[93] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures As of June 30, 2025, Chairman and Executive Director Mr. Chew Hua Seng held a 75% long position in the Company's shares through a controlled corporation, Raffles. Mr. Chew and his spouse also held interests in Raffles' shares and debentures Directors' Long Positions in the Company's Shares | Director Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chew Hua Seng | Interest of controlled corporation/Corporate interest | 135,000,000 | 75% | - Mr. Chew Hua Seng and his spouse, Ms. Doris Chung Gim Lian, held a 37.89% interest in the shares of Raffles, an associated corporation of the Company, and held convertible and non-convertible debentures of Raffles[101][102] - Save as disclosed above, no other Director or chief executive of the Company had any other interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations required to be recorded[103] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Raffles, as beneficial owner, held a 75% long position in the Company's shares. Ms. Chung, spouse of Mr. Chew Hua Seng, was also deemed to have an interest in the same proportion Substantial Shareholders' Long Positions in Shares | Shareholder Name/Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Raffles | Beneficial owner/Personal interest | 135,000,000 | 75% | | Ms. Chung | Spouse's interest/Family interest | 135,000,000 | 75% | - Raffles is owned 25.01% by Chairman and Executive Director Mr. Chew, 10.43% jointly by Mr. Chew and his spouse Ms. Chung, and 2.45% by Ms. Chung. Under the SFO, Mr. Chew and Ms. Chung are deemed to be interested in the shares in which Raffles has an interest[104] Directors' Interests in Transactions, Arrangements or Contracts Except as disclosed, no Director had a material interest, directly or indirectly, in any transaction, arrangement, or contract significant to the Group's business during this financial year - Save as otherwise disclosed, no Director had a material interest, directly or indirectly, in any transaction, arrangement, or contract entered into by the Company or its holding company or any of its subsidiaries or fellow subsidiaries that was significant to the Group's business during FY2024/25[106] Corporate Governance and Compliance Annual General Meeting ('2025 AGM') The 2025 AGM will be held on Friday, October 24, 2025, with relevant notice and documents to be dispatched and published as required by the GEM Listing Rules - The 2025 AGM will be held on Friday, October 24, 2025, and the notice and documents will be dispatched and transmitted to shareholders and published on the HKEXnews website and the Company's website in due course as required by the GEM Listing Rules[94] Dates for Closure of Register of Members To determine eligibility to attend and vote at the 2025 AGM, the Company will suspend its register of members from October 21 to October 24, 2025 Dates for Closure of Register of Members | Item | Date | | :--- | :--- | | Latest Time for Lodging Transfer Documents | 4:30 p.m. on Monday, October 20, 2025 | | Suspension of Register of Members | Tuesday, October 21, 2025, to Friday, October 24, 2025 | | Record Date | Friday, October 24, 2025 | - Unregistered shareholders must deposit all duly completed and stamped transfer forms with the relevant share certificates to the Company's share registrar by the specified deadline[95] Corporate Governance The Company is committed to its shareholder responsibilities and complied with the code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules during FY2024/25 - The Company is committed to fulfilling its responsibilities to its shareholders, striving to protect and enhance shareholder value through sound corporate governance[96] - For FY2024/25, the Company complied with the code provisions set out in the section 'Part 2 – Principles of Good Corporate Governance, Code Provisions and Recommended Best Practices' of the Corporate Governance Code in Appendix C1 to the GEM Listing Rules[96] Purchase, Sale or Redemption of the Company's Listed Securities During this financial year, neither the Company nor its subsidiaries purchased, sold, or redeemed any GEM-listed securities, nor did they hold any treasury shares - During FY2024/25, the Company did not redeem any of its shares listed on GEM, nor did the Company or any of its subsidiaries purchase or sell any such shares[97] - As of June 30, 2025, the Company did not hold any treasury shares[98] Directors' Securities Transactions The Company adopted the required standard of dealings under the GEM Listing Rules as the code of conduct for Directors' securities transactions, and all Directors confirmed compliance during this financial year - The Company adopted the required standard of dealings for Directors' securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for Directors' dealings in the Company's securities[99] - The Company made specific enquiries to all Directors, and each of them confirmed compliance with the required standard of dealings during FY2024/25[99] Disclosure under Section 436 of the Companies Ordinance The financial information in this preliminary results announcement is extracted from the statutory annual consolidated financial statements. The Company has submitted its consolidated financial statements for FY2023/24 as required and will submit those for FY2024/25 in due course. The independent auditor's report contained no qualified opinion - The financial information for FY2024/25 and FY2023/24 contained in this preliminary results announcement does not constitute the Company's statutory annual consolidated financial statements for those years but is extracted from them[107] - The Company's independent auditor has reported on the Group's consolidated financial statements for both years, and the independent auditor's report contained no qualified opinion[107] Review by Audit Committee The Audit Committee reviewed the Group's adopted accounting principles and practices, as well as the audited annual results for FY2024/25, deeming them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive Directors, with Mr. Chan Yiu Cheung as Chairman[108] - The Audit Committee reviewed the Group's adopted accounting principles and practices, as well as the Group's audited annual results for FY2024/25, and considered them to be prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures made[108] Scope of Work of BDO Limited, Hong Kong The Company's auditor, BDO Limited, Hong Kong, agreed that the financial figures in the preliminary announcement align with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion is expressed on the preliminary announcement - The Company's auditor, BDO Limited, Hong Kong, agreed that the figures for the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes for FY2024/25 contained in the preliminary announcement are consistent with the amounts in the Group's audited consolidated financial statements for the year[109] - The work performed by the auditor does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, and accordingly, no opinion or assurance conclusion is expressed on the preliminary announcement[109]