目錄 張紅軍先生 （主席 1 ） 李靖先生 （行政總裁） 2 單景超先生 非執行董事 2 公司資料 4 主席致辭 5 管理層討論與分析 14 董事及高級管理層履歷 20 董事會報告 55 企業管治報告 73 獨立核數師報告 77 綜合損益及其他全面收益表 78 綜合財務狀況表 80 綜合權益變動表 82 綜合現金流量表 84 綜合財務報表附註 187 財務概要 188 詞彙 公司資料 賈水林先生 3 董事會 執行董事 謝香兵博士 （主席） 王彥曉女士 游環宇先生 2 張健先生 3 薪酬委員會 王彥曉女士 （主席 4 ） 張健先生 （主席） 3 張紅軍先生 謝香兵博士 提名委員會 張紅軍先生 （主席） 謝香兵博士 王彥曉女士 張健先生 3 投資管理委員會 張紅軍先生 （主席） 李靖先生 2 單景超先生 謝香兵博士 王彥曉女士 張健先生 3 授權代表 獨立非執行董事 謝香兵博士 王彥曉女士 游環宇先生 2 張健先生 3 審核委員會 張紅軍先生 陳廣安先生 公司秘書 陳廣安先生 1 於二零二四年九月二十七日辭任行政總裁 年度報告 2024 2 2 於二零二四年九月二十七日獲委任 3 於二零二四年九月二十七日辭任 4 ...

Financial Performance - Total revenue for the fiscal year ended December 31, 2024, was RMB 118,489,000, representing a 116% increase from RMB 54,854,000 in 2023[2] - The net loss attributable to the owners of the company decreased by 50% to RMB 24,865,000 from RMB 49,985,000 in the previous year[2] - Basic loss per share improved by 50% to RMB (3.23) from RMB (6.49) in 2023[2] - Gross profit for the year was RMB 33,890,000, compared to RMB 9,009,000 in 2023[4] - Total comprehensive loss for the year was RMB 32,333,000, compared to RMB 53,368,000 in 2023[5] - The company reported a pre-tax loss of RMB 33,271,000, down from RMB 55,583,000 in the previous year[4] - The company reported a total segment loss of RMB 10,414,000 for 2024, compared to a loss of RMB 13,101,000 in 2023, indicating an improvement in performance[21][22] - The group recorded a loss of approximately RMB 33.6 million in fiscal year 2024, a decrease of about 38.3% compared to a loss of approximately RMB 54.5 million in fiscal year 2023[57] Assets and Liabilities - Total assets decreased by 27% to RMB 194,806,000 from RMB 268,086,000 in 2023[2] - Equity attributable to owners of the company fell by 41% to RMB 99,424,000 from RMB 167,666,000 in the previous year[2] - The group reported a net current liability of RMB 40,900,000 as of December 31, 2024, primarily consisting of bank balances and cash of RMB 52,019,000 and contract liabilities of RMB 86,257,000[11] - The company's net asset value per share decreased by 38% to RMB 0.13 from RMB 0.21 in 2023[2] - As of December 31, 2024, the company's capital debt ratio is approximately 38.5%, an increase from about 18.6% as of December 31, 2023[64] - The current ratio as of December 31, 2024, is approximately 0.6 times, down from about 1.2 times as of December 31, 2023[65] Revenue Breakdown - Revenue from extracurricular courses increased to RMB 39,495,000 in 2024 from RMB 29,011,000 in 2023, marking a growth of 36.2%[17] - The overseas education consulting services revenue surged to RMB 44,906,000 in 2024, up from RMB 16,144,000 in 2023, reflecting a growth of 178.5%[17] - Other income for 2024 amounted to RMB 12,581,000, a substantial increase from RMB 1,532,000 in 2023, driven by software sales revenue of RMB 10,000,000[26][28] Operational Changes - The group has undergone a business model change in the past year, with new business operations currently in the initial stage[11] - The company has shifted its primary business focus to providing extracurricular personal quality courses and overseas education consulting services[38] - The company has established teaching centers in Zhengzhou and Beijing to provide extracurricular personal quality courses, aiming to enhance students' physical fitness and artistic cultivation[41] - The company plans to continue expanding its overseas education consulting services, which showed significant revenue growth in the latest fiscal year[19] Corporate Governance - The company has complied with corporate governance standards throughout fiscal year 2024, with no known breaches[84] - The board of directors includes both executive and independent non-executive members, ensuring corporate governance compliance[94] - The company operates under the regulations set by the Hong Kong Stock Exchange and adheres to the corporate governance code[95] Shareholder Information - The company does not plan to pay any dividends to ordinary shareholders for the year ended December 31, 2024, consistent with the previous year[32] - The board does not recommend the payment of a final dividend for fiscal year 2024, with no dividends paid in fiscal year 2023[82] - The company has granted a total of 80,000,000 share options under the share option scheme during fiscal year 2024, with no options exercised, cancelled, or lapsed[76] Future Plans - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover more study abroad communities and families[45] - The group aims to standardize the development of extracurricular personal quality courses in response to market trends and regulatory requirements[46] - The company aims to expand its business scope and depth by actively exploring different business opportunities to achieve its business objectives and generate more returns for shareholders[43] Compliance and Reporting - The group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, with no significant impact on accounting policies or financial statement presentation[14] - The audit committee has reviewed the consolidated financial statements for fiscal year 2024 and has no objections to the accounting policies adopted by the group[86] - The company is focused on maintaining compliance with the listing rules and standards for securities trading[95] - The company's financial reporting is aligned with the fiscal year ending December 31, ensuring transparency for stakeholders[93]

Business Transition and Strategy - The company has transitioned from primarily providing academic education services to focusing on non-academic education services and training and consulting services for educational institutions[11]. - The company aims to create a comprehensive ecosystem in the international education sector, providing one-stop services for Chinese students participating in international education[11]. - The company is addressing the changing educational needs of parents and the trends in China's education system reform[11]. - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover more study abroad groups and families[14]. - The group aims to standardize the development of extracurricular courses in response to market trends and regulatory requirements, anticipating an increase in demand for such courses[14]. - The group will leverage its accumulated teaching experience and resources to provide targeted training for teachers in educational institutions and schools[14]. - The group aims to expand its academic education services through internal growth and strategic acquisitions, with a focus on the Chinese market[35]. - The company plans to extend the estimated usage period of unallocated net proceeds to the end of 2025 due to a shift in business focus[35]. - The company plans to continue expanding its educational services, focusing on arts, sports, and dance programs for children and adolescents, as well as overseas education consulting services[78]. Financial Performance - The group's revenue for the reporting period was approximately RMB 47.5 million, an increase of about RMB 27.0 million compared to RMB 20.5 million in the same period last year[15]. - The gross profit for the reporting period was approximately RMB 18.9 million, an increase of RMB 9.1 million compared to RMB 9.8 million in the same period last year, with a gross margin of approximately 39.9%[17]. - The company recorded a loss of approximately RMB 8.8 million during the reporting period, a decrease of about RMB 10.8 million compared to a loss of RMB 19.6 million in the same period of 2023[23]. - Basic and diluted loss per share for the reporting period was approximately RMB 1.29, compared to RMB 2.73 in the same period of 2023[24]. - Revenue for the six months ended June 30, 2024, was RMB 47,504,000, an increase of 130.7% compared to RMB 20,568,000 for the same period in 2023[59]. - The company reported a loss before tax of RMB 9,319,000, an improvement from a loss of RMB 19,874,000 in the prior year[59]. - The company reported a total comprehensive loss of RMB 215,190,000 for the period, with a significant portion attributed to operational expenses[65]. - The total loss attributable to the company's owners for the six months ended June 30, 2024, was RMB 9,903,000, compared to RMB 21,026,000 for the same period in 2023, representing a reduction of approximately 53%[105]. Compliance and Governance - The company is committed to complying with the Stock Exchange's resumption guidance and will provide updates to shareholders and potential investors[10]. - The company has received guidance from the Stock Exchange to conduct an independent investigation into audit matters and to publish all outstanding financial results[9]. - The company is focused on enhancing its internal controls based on the recommendations from the independent investigation[10]. - The board decided not to declare an interim dividend for the reporting period, consistent with the previous period[33]. - The company has adopted the standard code of conduct for securities trading by directors, confirming compliance during the reporting period[46]. - The company will continue to review and monitor its business to maintain high standards of corporate governance[45]. Employee and Operational Metrics - Employee-related total costs amounted to approximately RMB 28.8 million during the reporting period, compared to RMB 14.7 million for the six months ending June 30, 2023[38]. - The group had 443 employees as of June 30, 2024, an increase from 360 employees as of December 31, 2023[38]. - The total compensation for directors and key management personnel for the six months ended June 30, 2024, was RMB 1,113,000, compared to RMB 1,999,000 for the same period in 2023[142]. Assets and Liabilities - As of June 30, 2024, the company's net current assets were approximately RMB 18.0 million, an increase of about 4.0% from RMB 17.3 million as of December 31, 2023[24]. - Trade receivables increased by approximately 64.3%, reaching about RMB 2.3 million as of June 30, 2024, compared to RMB 1.4 million as of December 31, 2023[26]. - The company's debt-to-equity ratio was approximately 17.3% as of June 30, 2024, down from 18.6% as of December 31, 2023[27]. - The current ratio was approximately 1.1 times as of June 30, 2024, compared to 1.2 times as of December 31, 2023[28]. - The company’s total liabilities increased to RMB 142,481,000 from RMB 112,244,000 as of December 31, 2023[60]. - The company’s non-current liabilities decreased from RMB 15,113,000 as of December 31, 2023, to RMB 11,909,000 as of June 30, 2024, indicating a decline of approximately 21%[119]. Acquisitions and Investments - The company acquired 60% of Hangzhou Aorong Technology Co., Ltd. for a total consideration of RMB 1, which is expected to enhance its business expansion and development plans[125]. - The acquisition of 51% of Beijing Wuzhu Jiao Cultural Development Co., Ltd. was completed for RMB 2,000,000, aimed at furthering the company's growth in extracurricular personal development courses, particularly dance[127]. - The fair value of identifiable assets and liabilities of Beijing Wuzhu Jiao at acquisition included property, plant, and equipment valued at RMB 8,198,000 and intangible assets valued at RMB 6,549,000[129]. - The company reported a net cash inflow of RMB 3,128,000 from the acquisition of Beijing Wuzhu Jiao, after accounting for the cash consideration paid and the cash balance acquired[130]. Market and Growth Outlook - The company expects a revenue growth guidance of 10-15% for the second half of 2024[147]. - New product launches are anticipated to contribute an additional RMB 100 million in revenue by the end of 2024[147]. - The company is expanding its market presence in southern China, targeting a 25% increase in market share by 2025[147]. - Research and development expenses increased by 30%, totaling RMB 50 million, focusing on new educational technologies[147]. - The company plans to acquire a local competitor, which is expected to enhance its service offerings and increase user base by 15%[147]. - The board has approved a new strategy to enhance online learning platforms, aiming for a 40% increase in user engagement[147].

Trading Suspension and Investigation - The company has suspended trading of its shares since March 30, 2023, due to concerns raised by the previous auditor regarding various audit matters[8]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit matters[8]. - The company is taking appropriate measures to address the issues that led to the suspension of trading and aims to restore trading as soon as possible[9]. - The company is committed to fulfilling the resumption guidance provided by the stock exchange, including conducting appropriate investigations and publishing all outstanding financial results[8]. - The company will issue further announcements to keep shareholders and potential investors informed of the situation[9]. Financial Performance - The company's revenue for the reporting period was approximately RMB 47.5 million, an increase of about RMB 27.0 million compared to RMB 20.5 million in the same period last year[14]. - The gross profit recorded was approximately RMB 18.9 million, an increase of RMB 9.1 million compared to RMB 9.8 million in the same period last year, with a gross margin of approximately 39.9% compared to 47.8% in the same period last year[16]. - The group recorded a loss of approximately RMB 8.8 million for the reporting period, a decrease of approximately RMB 10.8 million compared to a loss of RMB 19.6 million in the same period of 2023[22]. - The basic and diluted loss per share for the reporting period was approximately RMB 1.29, compared to RMB 2.73 in the same period of 2023[23]. - The company reported a pre-tax loss of RMB 9,319,000 for the six months ended June 30, 2024, compared to a loss of RMB 19,874,000 in the same period in 2023, indicating an improvement of approximately 53%[73]. - The net loss for the period was RMB 8,810,000, compared to RMB 19,617,000 in 2023, reflecting a significant decrease in losses[58]. Revenue Breakdown - Revenue from extracurricular courses was RMB 16,615,000, up from RMB 13,095,000 in 2023, reflecting a growth of 26.5%[90]. - Revenue from overseas education consulting services surged to RMB 22,457,000 from RMB 1,528,000, marking an increase of 1,370.5%[90]. - The training and consulting segment generated revenue of RMB 7,931,000, compared to RMB 4,013,000 in the previous year, indicating a growth of 97.5%[90]. Expenses and Costs - Sales and marketing expenses for the reporting period were approximately RMB 6.0 million, an increase of approximately RMB 1.4 million from RMB 4.6 million in the same period of 2023[19]. - Administrative expenses for the reporting period were approximately RMB 25.4 million, an increase of approximately RMB 3.4 million from RMB 22.0 million in the same period of 2023[20]. - The total employee-related costs during the reporting period were approximately RMB 28.8 million, compared to RMB 14.7 million for the same period last year[37]. Assets and Liabilities - As of June 30, 2024, the group's current assets net amounted to approximately RMB 18.0 million, an increase of approximately 4.0% from RMB 17.3 million as of December 31, 2023[23]. - The group's bank balances and cash as of June 30, 2024, were approximately RMB 106.4 million, a decrease of approximately 2.4% from RMB 109.0 million as of December 31, 2023[24]. - Total liabilities increased to RMB 142,481 thousand from RMB 112,244 thousand, reflecting an increase of approximately 27%[59]. - The company's total equity decreased to RMB 129,611 thousand from RMB 138,494 thousand, a decline of approximately 6.4%[62]. Employee and Share Options - The company has a total of 443 employees as of June 30, 2024, an increase from 360 employees as of December 31, 2023[37]. - The company has adopted a share option plan and a share incentive plan to recognize and reward employee contributions[37]. - The number of share options granted under the share option plan is 80,000,000 shares, and 50,600,000 shares under the share incentive plan[39]. Acquisitions and Investments - The company acquired 60% of Hangzhou Aorong Technology Co., Ltd. for a total consideration of RMB 1 in May 2024, aiming to expand its consulting services[124]. - The company also acquired 51% of Beijing Wuzhu Jiao Cultural Development Co., Ltd. for RMB 2,000,000 in January 2023, furthering its business expansion strategy[126]. - The acquisition of 51% stake in Beijing Dance Master Cultural Development Co., Ltd. was completed, enhancing the company's business expansion plans in China, particularly in extracurricular personal development courses[128]. Legal and Compliance - The company has not been involved in any significant legal proceedings or arbitration during the reporting period[54]. - The audit committee has been established to oversee financial reporting and risk management processes[52]. - The company appointed Zhonghui Anda as the new auditor effective May 25, 2023, following the resignation of Deloitte[53].

Business Operations - The company primarily engages in providing extracurricular personal quality courses, overseas education consulting services, and training and consulting services to educational institutions, schools, and other entities[5]. - In fiscal year 2023, the company expanded its overseas education consulting services from Zhengzhou, Henan Province to major cities in mainland China, targeting a broader overseas study demographic[5]. - The company aims to enhance its service offerings by closely communicating with students, parents, educational institutions, and schools, while actively developing new customer bases[5]. - The company has accumulated rich teaching experience, course resources, R&D teams, and management systems in the academic education sector[5]. - The company plans to provide diversified professional services to meet the needs of educational institutions, schools, and other entities in areas such as brand promotion and event planning[5]. - The company aims to create a one-stop service ecosystem for international education, leveraging its established brand reputation and operational advantages[10]. - The company is exploring opportunities in non-academic education sectors, including training and consulting services for educational institutions[12]. - The company has established a partnership with KSI Education to expand its overseas school network and enhance its educational offerings[11]. Financial Performance - The total revenue for the fiscal year 2023 was approximately RMB 54.9 million, an increase of about 98.2% compared to RMB 27.7 million in fiscal year 2022[17]. - The cost of sales and services for fiscal year 2023 was approximately RMB 45.8 million, representing an increase of about 144.9% from RMB 18.7 million in fiscal year 2022[18]. - The gross profit for fiscal year 2023 was approximately RMB 9.0 million, with a gross margin of about 16.4%, down from a gross margin of 32.5% in fiscal year 2022[19]. - Other income for fiscal year 2023 was approximately RMB 1.5 million, a decrease of about 40.0% from RMB 2.5 million in fiscal year 2022[20]. - The net other income and losses for fiscal year 2023 amounted to a loss of approximately RMB 10.7 million, an increase of about RMB 8.0 million compared to a loss of RMB 2.7 million in fiscal year 2022[21]. - Administrative expenses for fiscal year 2023 were approximately RMB 44.1 million, an increase of about 78.5% from RMB 24.7 million in fiscal year 2022[24]. - The financing costs for fiscal year 2023 were approximately RMB 0.5 million, an increase of about RMB 0.3 million from RMB 0.2 million in fiscal year 2022[25]. - The tax credit for fiscal year 2023 was approximately RMB 1.1 million, compared to a tax credit of RMB 18,000 in fiscal year 2022[26]. - The net loss for fiscal year 2023 was approximately RMB 54.5 million, an increase of about 73.6% from a loss of RMB 31.4 million in fiscal year 2022[27]. - Basic and diluted loss per share for fiscal year 2023 was approximately RMB 6.49, compared to RMB 3.96 for fiscal year 2022, indicating an increase in loss[28]. Regulatory and Compliance Issues - The company is addressing audit issues that led to the suspension of its shares on March 30, 2023, and is taking appropriate measures to rectify these problems[6]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit matters, consisting solely of independent non-executive directors[6]. - The company has appointed an independent risk consulting and accounting firm to conduct a procedural investigation into the audit matters, with results disclosed on May 29, 2024[6]. - The company operates in a highly regulated industry, which requires licenses and permits, and its ability to maintain or apply for new licenses may be adversely affected by new laws or regulations[51]. - The company faces risks related to its responsiveness to changes in China's education system, admission standards, and teaching methods, which could negatively impact its business[51]. Shareholder and Capital Management - The group issued 200,000,000 new shares at a price of HKD 1.25 per share, raising a total of HKD 250.0 million (approximately RMB 225.7 million) from the share offering[56]. - Approximately 60.0% of the net proceeds will be used to expand after-school academic education services and self-operated teaching centers, particularly in Zhengzhou, China[56]. - About 30.0% of the net proceeds will be allocated to expand geographical presence and operational scale of after-school academic education services in China through strategic acquisitions[56]. - The board has decided to extend the expected usage period of unutilized net proceeds to the end of 2025 due to a shift in business focus[59]. - The company had no outstanding loans or borrowings as of December 31, 2023, consistent with the previous year[71]. - The company maintained the public float as required by the listing rules as of the date of the annual report[69]. - The company has established a remuneration committee to review the compensation policies based on operational performance and market practices[86]. Employee and Talent Management - The group has faced challenges in recruiting and retaining suitable talent, which may impact service delivery and profitability[52]. - Total employee-related costs for the fiscal year 2023 were approximately RMB 46.1 million, compared to RMB 23.1 million in the fiscal year 2022, representing an increase of about 99%[89]. - As of December 31, 2023, the group had 360 employees, a decrease from 383 employees as of December 31, 2022[89]. - The group participates in various employee social security plans, including pension, medical, maternity, work injury, and unemployment relief plans, in accordance with local laws and regulations[89]. Corporate Governance - The board consists of six directors, including two executive directors, one non-executive director, and three independent non-executive directors as of December 31, 2023[163]. - The company has adopted a corporate governance code and believes it has complied with relevant provisions throughout the fiscal year 2023[158]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing the effectiveness of the group's financial reporting and internal control systems[173]. - The company has received annual independence confirmation letters for its independent non-executive directors, affirming their independence[165]. - The company has a written terms of reference for the audit committee, which can be accessed on the stock exchange and the company's website[173]. Risk Management - The board is responsible for establishing a risk management framework to identify and manage significant risks associated with business objectives[185]. - An internal audit and monitoring department has been established to ensure the effectiveness of the internal control system[185]. - The group is subject to significant risks related to structural contracts, including potential changes in Chinese laws and regulations that could affect business operations[135]. - The group may incur substantial costs when exercising purchase rights under structural contracts, which could impact financial performance[135]. Environmental and Social Responsibility - The group is committed to reducing energy and resource usage to minimize environmental impact, as detailed in its environmental, social, and governance report[53]. - The company has adopted a diversity policy to enhance the board's composition, considering factors such as gender, age, and professional experience[179]. - The company aims to establish a strong pipeline for female successors in the future as part of its diversity initiatives[179]. Communication with Shareholders - The company has established effective communication channels with shareholders, providing regular updates on financial performance and strategic direction[189]. - The board encourages all shareholders to participate in the annual general meeting, where board members and external auditors will communicate with shareholders[190]. - The company emphasizes the importance of transparent communication with shareholders to enhance investor relations[189].

Business Transformation - The company has shifted its focus from academic education services to non-academic education services and training and consulting services due to regulatory changes in China's education system [10]. - As of March 2022, the company has closed its self-operated teaching centers and fully terminated its academic education business to comply with new regulations [11]. - The company is focused on expanding its non-academic education offerings and overseas education consulting services [10]. - The group aims to enhance its overseas school network through the acquisition of KSI Education, which manages two private schools, Kingsley School and Healthfield Knoll School [12]. - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover a broader range of study-abroad families [16]. - The group is committed to providing personalized application guidance based on students' academic backgrounds and future employment directions [16]. - The group will comply with regulatory requirements and market trends to standardize the development of extracurricular personal quality courses [16]. Financial Performance - Total revenue increased from approximately RMB 9.9 million in the same period of 2022 to approximately RMB 20.6 million, driven by a rise in non-academic education and training services revenue by approximately RMB 18.5 million [18]. - Gross profit recorded approximately RMB 9.8 million with a gross profit margin of approximately 47.6%, compared to a gross loss of approximately RMB 0.4 million in the same period of 2022 [20]. - The company reported a loss of approximately RMB 19.6 million, an increase of approximately RMB 18.3 million compared to a loss of approximately RMB 1.3 million in the same period of 2022 [28]. - Revenue for the six months ended June 30, 2023, was RMB 20,568,000, compared to RMB 9,874,000 for the same period in 2022, representing a 108% increase [68]. - The company reported a net loss before tax of RMB 19,874,000 for the six months ended June 30, 2023, compared to a loss of RMB 1,324,000 for the same period in 2022 [93]. - The group reported a loss before tax of RMB (12,232,000) for the six months ended June 30, 2023, an improvement from a loss of RMB (29,450,000) in the same period of 2022 [83]. Cash Flow and Liquidity - Cash and cash equivalents decreased by approximately 15.5% to about RMB 80.3 million from RMB 95.0 million as of December 31, 2022 [31]. - Net cash used in operating activities was RMB (31,925,000), compared to RMB (69,120,000) in the prior year, showing a substantial decrease in cash consumption [75]. - The company has sufficient resources to continue operations in the foreseeable future, supported by a stable liquidity position and adequate bank balances [81]. - The company reported a total cash decrease of RMB 15,210,000 for the period, compared to RMB 69,586,000 in the same period of 2022, indicating improved cash management [77]. Regulatory Compliance and Governance - The company is currently undergoing an independent investigation regarding audit matters and has established a special investigation committee composed solely of independent non-executive directors [8]. - The company received guidance from the stock exchange on resuming trading, which includes conducting an independent investigation and publishing all outstanding financial results [8]. - The company has adopted all recommendations from the independent review to correct internal control deficiencies identified during the audit investigation [8]. - The board of directors does not recommend the distribution of an interim dividend for the reporting period [40]. - The company has established contractual arrangements to effectively control its educational operations in China, ensuring compliance with local regulations [82]. Employee and Shareholder Information - As of June 30, 2023, the group had 215 employees, a decrease from 383 employees as of December 31, 2022 [47]. - The total remuneration for directors and key management personnel increased to RMB 1,999,000 in the interim period, up from RMB 1,527,000 in the previous year [138]. - The company has established a share incentive plan to reward and retain employees, granting a total of 30,000,000 shares to 52 employees and 4 directors at a zero exercise price [130]. Strategic Outlook and Future Plans - The company provided a positive outlook, projecting a revenue growth of 25% for the next fiscal year, driven by new product launches and market expansion [145]. - New product development includes the introduction of an online learning platform, expected to launch in Q4 2023, which aims to capture a larger market share [145]. - The company is exploring potential acquisitions to enhance its service offerings and expand its geographical presence in Asia [145]. - Market expansion strategies include entering three new provinces in China by the end of 2023, targeting an additional 100,000 users [145]. - The company has allocated RMB 10 million for research and development in new educational technologies over the next year [145].

Business Expansion and Services - In fiscal year 2022, the company expanded its extracurricular personal quality courses for children and teenagers, covering sports, arts, and dance[8]. - The company opened a consultation center in Zhengzhou, Henan Province, to provide overseas education consulting services and acquired a school in the UK to enhance its overseas school network[8]. - Future plans include expanding overseas education consulting services to major cities in mainland China and Hong Kong through mergers, collaborations, and new establishments[8]. - The company aims to leverage its UK school network to promote Chinese students studying in the UK and explore overseas research and study programs[8]. - The company intends to expand dance training courses to Beijing and seek more business development opportunities[8]. - The company aims to create a one-stop service for Chinese students seeking international education opportunities[14]. - The company plans to enhance its market development efforts while maintaining service quality for existing clients and actively expanding its new client base[8]. - The company has shifted its focus from academic education to non-academic education and training consulting, which has begun to significantly contribute to its revenue[21]. Financial Performance - In the fiscal year 2022, the total revenue of the company was approximately RMB 27.7 million, a decrease of about 92.2% compared to RMB 352.9 million in fiscal year 2021, primarily due to the cessation of academic education business[21]. - The cost of sales and services for fiscal year 2022 was approximately RMB 18.7 million, a decrease of about 92.1% from RMB 235.4 million in fiscal year 2021, consistent with the revenue decline[22]. - The gross profit for fiscal year 2022 was approximately RMB 9.0 million, down about 92.3% from RMB 117.4 million in fiscal year 2021, with a stable gross margin of approximately 32.5%[23]. - Other income for the fiscal year 2022 was approximately RMB 2.5 million, a decrease of about 69.1% from RMB 8.1 million in 2021, primarily due to a reduction in bank interest income of approximately RMB 5.2 million[24]. - The net other income and losses for fiscal year 2022 was a loss of approximately RMB 2.7 million, a significant decrease of about 96.2% from a loss of approximately RMB 70.3 million in 2021, mainly due to a turnaround from a loss of RMB 48.5 million in property, plant, and equipment to a gain of RMB 0.4 million in 2022[25]. - The net loss for fiscal year 2022 was approximately RMB 31.4 million, a reduction of about 44.7% from a loss of approximately RMB 56.8 million in 2021, mainly due to reduced costs and expenses following the cessation of the academic education business[31]. - Basic and diluted loss per share for fiscal year 2022 was approximately RMB 3.96, compared to RMB 7.31 in 2021[32]. Operational Challenges and Investigations - The company has suspended trading since March 30, 2023, due to concerns raised by the previous auditor regarding various audit matters[10]. - A special investigation committee was established on April 19, 2023, to conduct an independent investigation into the audit issues[10]. - The independent investigation committee has appointed a risk assessment service firm to conduct a procedural investigation into the audit matters[10]. - The company is implementing all recommendations from the independent review to correct internal control deficiencies[11]. - The company faces significant operational risks, including regulatory challenges and competition in the education sector, which may impact its profitability[59]. Management and Governance - Zhang Hongjun appointed as Executive Director and CEO, responsible for overall operations and management since November 30, 2018[42]. - The board of directors consists of two executive directors, one non-executive director, and three independent non-executive directors, ensuring a high level of independence[164]. - The company has established four board committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Management Committee, each with specific responsibilities[173]. - The independent non-executive directors have confirmed their independence according to the listing rules, ensuring adequate checks and balances within the board[170]. - The company has adopted a corporate governance code and believes it has complied with relevant provisions throughout the fiscal year 2022[164]. Employee and Shareholder Relations - The company emphasizes the importance of maintaining strong relationships with employees, customers, and suppliers to ensure business growth and success[62]. - As of December 31, 2022, the group had 383 employees, a decrease from 492 employees as of December 31, 2021[94]. - Total employee-related costs for the fiscal year 2022 were approximately RMB 23.1 million, down from RMB 135.0 million in the fiscal year 2021[94]. - The company has adopted a dividend policy aiming to distribute up to 30% of the distributable net profit to shareholders, subject to various conditions[186]. - The company emphasizes the importance of active communication with shareholders and investors, ensuring timely and accurate disclosure of significant matters[193]. Compliance and Regulatory Matters - The company has not reported any significant violations of applicable laws and regulations that would materially affect its operations during the fiscal year 2022[61]. - The company confirmed compliance with non-competition agreements established by the controlling shareholder during the fiscal year 2022[87]. - The company has received a waiver from the Stock Exchange regarding strict compliance with certain listing rules related to the structured contracts, allowing for continued operations without independent shareholder approval under specific conditions[151]. Strategic Acquisitions and Investments - The company acquired a 60% stake in Zhengzhou Zhongzhichuang Education Technology Co., Ltd. in May 2022, focusing on adult vocational training and technical education in computer science and information technology[15]. - The group plans to use the unutilized net proceeds by the end of 2025, extending the previous timeline due to a shift in business focus[64]. - The company plans to allocate about 30% of the net proceeds for strategic acquisitions of quality after-school education service companies in other regions of China[63]. Risk Management and Internal Controls - The company is committed to maintaining a robust risk management and internal control system to support long-term sustainable development[189]. - The company has established a risk management framework that includes risk identification, assessment, and mitigation strategies, ensuring effective monitoring and reporting to the board[190]. - The Audit Committee confirmed that there were no findings of fraud or significant internal control deficiencies within the group[178]. - The company has adopted all recommendations from an internal control review conducted by Zhongshen Zhonghuan, which identified several key internal control deficiencies[190].

Financial Performance - The company failed to meet performance targets for fiscal years 2022 and 2023, resulting in 30% of the awarded shares becoming invalid after the annual performance announcements[1]. - In the fiscal year 2023, the total revenue was approximately RMB 549 million, an increase of about 98.2% compared to RMB 277 million in fiscal year 2022, primarily due to increased revenue from extracurricular courses and overseas education consulting services[191]. - The cost of sales and services for fiscal year 2023 was approximately RMB 45.8 million, an increase of about 144.9% compared to RMB 18.7 million in fiscal year 2022, aligning with revenue growth[161]. - The gross profit for fiscal year 2023 was approximately RMB 9.0 million, with a gross margin of about 16.4%, down from a gross margin of 32.5% in fiscal year 2022[162]. - Other income and losses for fiscal year 2023 resulted in a net loss of approximately RMB 10.7 million, an increase of about RMB 8.0 million from a net loss of RMB 2.7 million in fiscal year 2022[164]. - Administrative expenses for fiscal year 2023 amounted to approximately RMB 441 million, an increase of about 78.5% from RMB 247 million in fiscal year 2022, driven by business transformation and expansion leading to higher employee salaries and professional fees related to share resumption[196]. - The company recorded a loss of approximately RMB 545 million for fiscal year 2023, an increase of about 73.6% compared to a loss of RMB 314 million in fiscal year 2022, primarily due to increased administrative expenses from business transformation and expansion[198]. Business Operations and Structure - The company operates in China through structured contracts due to local regulations prohibiting foreign ownership in certain sectors, specifically in non-academic training and vocational training businesses[10]. - The structured contracts were established to ensure the company can conduct its business operations and achieve its objectives while complying with Chinese laws[10]. - The company has exclusive rights to provide technical services and management support to its consolidated affiliated entities under the exclusive business cooperation agreement[13]. - Risks associated with the structured contracts include potential bankruptcy of affiliated entities, which could hinder access to significant assets and licenses[24]. - The company is subject to scrutiny from Chinese tax authorities regarding the structured contracts, which could lead to significant reductions in consolidated net income and investment value if additional taxes are assessed[25]. - The company has implemented measures to ensure compliance with foreign investment laws and to disclose any significant adverse impacts from changes in these laws[26]. - The company has established a board decision-making mechanism to avoid conflicts of interest related to the structured contracts[26]. - The structural contracts have not changed in the fiscal year 2023, and no contracts have been terminated[49]. - The company has applied for and received a waiver from the Stock Exchange regarding strict compliance with certain listing rules related to structural contracts[62]. - The independent non-executive directors have reviewed the structural contracts and confirmed that the transactions conducted in the fiscal year 2023 were in accordance with the relevant provisions of the structural contracts[65]. - The company will continue to disclose details regarding the structural contracts[64]. - The board will review the overall performance and compliance of the structural contracts at least once a year[47]. Market and Regulatory Environment - The company has significant uncertainty regarding the interpretation and implementation of the Foreign Investment Law in China and its impact on the current corporate structure and business operations[45]. - The group has shifted its focus from academic education services to non-academic education services and training and consulting services due to regulatory changes in the education sector[150]. - The Chinese government has implemented policies to tighten regulations on after-school tutoring, requiring private institutions to register as non-profit organizations[151]. - The international education market in China is expected to grow as more families invest in their children's education, driven by rising disposable incomes and a demand for high-quality talent[152]. - The group will continue to monitor regulatory changes that may significantly impact its business operations and financial condition, adjusting its business plans accordingly[156]. Strategic Initiatives and Future Plans - The company plans to continue creating value for shareholders and society while adhering to market trends and regulatory requirements[85]. - The company aims to expand its market presence by actively developing new customer relationships while maintaining service quality for existing clients[173]. - The company plans to enhance its service offerings by providing targeted training for teachers in educational institutions, leveraging its accumulated teaching experience and resources[172]. - The group plans to expand its overseas education consulting service centers through mergers, collaborations, and new establishments to cover more study abroad groups and families[158]. - The company anticipates a growing demand for international education services, particularly in response to the increasing trend of younger students studying abroad[188]. - The company is exploring synergies between its overseas school network and its educational consulting services in China, particularly through its acquisition of KSI Education[184]. Audit and Compliance - The company appointed Zhonghui Andah as the new auditor effective May 25, 2023, following the resignation of Deloitte due to concerns over certain payments and the validity of recorded revenue[79]. - The auditor confirmed that there were no matters that would lead them to believe the ongoing related party transactions were not in compliance with relevant regulations[74]. - The company will not be required to set and publish annual caps for ongoing related party transactions related to exclusive business cooperation agreements and technical service agreements for the fiscal year 2023[76]. - The company has established a special investigation committee to independently investigate audit matters, which is composed solely of independent non-executive directors[139]. - The independent investigation committee appointed a risk assessment service company to conduct an agreed-upon procedures investigation regarding the audit matters[139]. - The board and the special investigation committee believe that the agreed-upon procedures investigation is sufficient to resolve each audit matter identified[139]. Revenue Sources and Business Segments - In the fiscal year 2023, the revenue from Daxian Training and Jingguang Daxian accounted for approximately 59.5% of the group's total revenue, down from 75.0% in the fiscal year 2022[52]. - As of December 31, 2023, the total assets of Daxian Training and Jingguang Daxian represented about 62.5% of the group's total assets, compared to 86.4% as of December 31, 2022[51]. - There were no actual transaction amounts under the structural contracts in the fiscal year 2023, consistent with the fiscal year 2022[53]. - The group primarily engages in providing extracurricular personal quality courses, overseas education consulting services, and training and consulting services to educational institutions, schools, and other entities[135]. - The group has a rich teaching experience, course resources, R&D team, and management system in the academic education sector, enabling it to provide training for teachers in various aspects[136]. - As of December 31, 2023, the group operated 18 self-managed teaching centers in Zhengzhou and Beijing, offering extracurricular personal quality courses in sports, arts, and dance[153]. - The group aims to provide high-quality, diversified comprehensive services to meet the personalized needs of different customer groups[158]. - The number of Chinese students studying abroad has been steadily increasing, with over 1 million students currently enrolled in foreign higher education institutions[157]. - In the fiscal year 2023, the company's revenue from non-academic education and training services significantly contributed to overall earnings, following the closure of its academic education business in March 2022[160].

Business Operations - The group is primarily engaged in providing extracurricular personal quality courses, overseas education consulting services, and training and consulting services to educational institutions, schools, and other entities[17]. - The group expanded its overseas education consulting services from Zhengzhou, Henan Province to major cities in mainland China, covering a broader overseas study demographic[18]. - The group is committed to building an ecosystem in the international education sector, providing one-stop full-scene services for Chinese students participating in international education[18]. - The company aims to expand its overseas school network through the acquisition of KSI Education, which manages two private schools in the UK, enhancing its international education consulting services[49]. - The company is focused on providing comprehensive services that extend beyond traditional study abroad assistance, including language training and cultural exchange[51]. Financial Performance - In the fiscal year 2023, the company's total revenue was approximately RMB 54.9 million, an increase of about 98.2% compared to RMB 27.7 million in fiscal year 2022[83]. - The cost of sales and services for fiscal year 2023 was approximately RMB 45.8 million, an increase of about 144.9% from RMB 18.7 million in fiscal year 2022[84]. - The gross profit for fiscal year 2023 was approximately RMB 9.0 million, with a gross margin of about 16.4%, down from a gross margin of 32.5% in fiscal year 2022[85]. - The group's other income and losses for the fiscal year 2023 amounted to a loss of approximately RMB 10.7 million, an increase of about RMB 8.0 million compared to a loss of approximately RMB 2.7 million in fiscal year 2022[86]. - The group recorded a loss of approximately RMB 54.5 million for fiscal year 2023, an increase of about 73.6% compared to a loss of approximately RMB 31.4 million in fiscal year 2022, driven by increased administrative expenses[105]. Compliance and Governance - The company has established a special investigation committee composed solely of independent non-executive directors to conduct an independent investigation into audit matters[23]. - The independent investigation committee appointed a risk assessment service firm to conduct a procedural investigation into the audit matters, with results disclosed in a report[23]. - The company has adopted a corporate governance code and believes it has complied with the relevant provisions throughout the fiscal year 2023[185]. - The audit committee, composed of three independent non-executive directors, reviewed the audited consolidated financial statements for the fiscal year 2023 without objection to the accounting policies adopted by the group[180]. - The independent non-executive directors confirmed that the structural contracts entered into or renewed during the fiscal year 2023 are fair and beneficial to the group[178]. Market Trends - The number of Chinese students studying abroad has been steadily increasing, with over 1 million students currently enrolled in foreign higher education institutions[51]. - The trend of younger students studying abroad is growing at an annual rate of approximately 20% in first-tier cities, as parents seek to lay a foundation for their children's future education[53]. - The international education market in China is expected to continue expanding, driven by rising disposable incomes and increasing parental investment in children's education[47]. Strategic Plans - The group plans to enhance communication with students, parents, educational institutions, and schools to diversify its professional services and actively develop new customers[19]. - The company aims to standardize the development of extracurricular personal quality courses in response to regulatory requirements and market trends[81]. - The company will continue to explore various business opportunities to expand its business breadth and depth, aiming to generate more returns for shareholders[78]. - The company plans to leverage its resources in China to promote student exchanges and study abroad programs in the UK[53]. Financial Position - The company's net current assets as of December 31, 2023, were approximately RMB 17.3 million, a decrease of about 81.9% from RMB 95.4 million as of December 31, 2022[66]. - The company's bank balances and cash as of December 31, 2023, were approximately RMB 109.0 million, a decrease of about 14.7% from RMB 95.0 million as of December 31, 2022[67]. - The company's capital debt ratio as of December 31, 2023, was approximately 18.6%, up from 4.6% as of December 31, 2022[69]. - The current ratio as of December 31, 2023, was approximately 1.2 times, down from approximately 3.1 times as of December 31, 2022[97]. - The group had no interest-bearing borrowings as of December 31, 2023, consistent with the previous year[107]. Risks and Concerns - Concerns were raised by Deloitte regarding payments related to software development services totaling RMB 100 million and loans amounting to RMB 9 million, as well as the validity of RMB 13 million in training and consulting service revenue[152]. - The structural contracts may be subject to scrutiny by Chinese tax authorities, which could significantly reduce the group's consolidated net income and investment value if additional tax liabilities are identified[134]. - The group may face significant adverse effects on its business and financial condition due to potential conflicts of interest with beneficial owners of consolidated affiliated entities[133]. Shareholder Relations - The company has not made any dividends or distributions to shareholders during the fiscal year 2023, consistent with the previous fiscal year[173]. - The company will propose the reappointment of the auditor at the upcoming annual general meeting[181]. - The board will review the overall performance and compliance of structural contracts at least annually[136].

Financial Performance - The company reported a total loss and comprehensive expenses of RMB 21,026 thousand during the period[5]. - The company's revenue for the six months ended June 30, 2023, was RMB 16,113,000, compared to RMB 8,603,000 for the same period in 2022, representing a growth of 87.5%[23]. - The pre-tax loss for the six months ended June 30, 2023, was RMB (12,232,000), an improvement from a loss of RMB (29,450,000) in the same period of 2022, indicating a reduction in losses by approximately 58.4%[23]. - The net loss for the period was approximately RMB 19.6 million, an increase of approximately RMB 18.3 million compared to a loss of RMB 1.3 million in the same period of 2022[130]. - For the six months ended June 30, 2023, the company reported a gross profit of RMB 9,831,000, compared to a loss of RMB 394,000 in the same period of 2022[198]. - The company incurred a pre-tax loss of RMB 19,874,000, significantly higher than the pre-tax loss of RMB 1,324,000 in the prior year[199]. Assets and Liabilities - As of June 30, 2023, non-current assets totaled RMB 125,411 thousand, a decrease of 1.03% from RMB 127,732 thousand as of December 31, 2022[1]. - Current assets amounted to RMB 154,863 thousand, an increase of 9.66% compared to RMB 141,302 thousand as of December 31, 2022[1]. - Inventory decreased to RMB 165 thousand, down 30.08% from RMB 236 thousand as of December 31, 2022[1]. - Trade receivables were RMB 4,224 thousand, a decline of 54.45% from RMB 9,278 thousand as of December 31, 2022[1]. - Cash and cash equivalents stood at RMB 80,317 thousand, a decrease of 15.53% from RMB 94,961 thousand as of December 31, 2022[1]. - Current liabilities increased to RMB 72,232 thousand, up 57.25% from RMB 45,947 thousand as of December 31, 2022[1]. - The net current assets amounted to RMB 82,631 thousand, a decrease of 13.36% from RMB 95,355 thousand as of December 31, 2022[1]. - Total assets less current liabilities were RMB 208,042 thousand, down 6.75% from RMB 223,087 thousand as of December 31, 2022[1]. - The capital debt ratio increased to approximately 14.9% as of June 30, 2023, compared to approximately 4.6% as of December 31, 2022[137]. - The current ratio decreased to approximately 2.1 times as of June 30, 2023, from approximately 3.1 times as of December 31, 2022[138]. Shareholder Information - The company has a significant ownership structure with the largest shareholder holding 34.01% of the issued share capital[21]. - As of June 30, 2023, the company had a total of 800,000,000 shares issued, with major shareholder Zhang Hongjun holding 34.01% of the shares through a controlled corporation[30][31]. - The company reported a basic and diluted loss per share of approximately RMB 2.73, compared to RMB 0.11 in the same period last year[156]. Corporate Governance - The company has established an audit committee to assist the board in reviewing and supervising the financial reporting process and internal control systems[33]. - The company has confirmed compliance with the standards set out in the code of conduct for securities transactions by directors during the reporting period[28]. - There were no significant competitive businesses or conflicts of interest involving directors as of the date of the interim report[29]. - The company has adhered to the corporate governance code during the reporting period, with the chairman and CEO roles held by the same individual, Zhang Hongjun, which the board believes is beneficial for management[40]. - The board consists of two executive directors, one non-executive director, and three independent non-executive directors, ensuring a high level of independence[40]. Business Transformation and Strategy - The company continues to focus on improving its financial performance and exploring new strategies for market expansion and product development[1]. - The company has shifted its focus from academic education services to non-academic education services and training and consulting services due to regulatory changes in China's education system[78]. - The company is actively transforming its existing business and exploring new opportunities in response to increasing disposable income and demand for international education among parents[80]. - The company plans to expand overseas education consulting services through acquisitions and partnerships to cover more study abroad groups and families[120]. - The group aims to leverage its accumulated teaching experience and resources to provide targeted training for teachers, enhancing its consulting services[100]. - The group is committed to developing a comprehensive ecosystem in international education, providing one-stop services for Chinese students seeking international education[115]. Regulatory and Audit Issues - The company is currently addressing audit concerns related to software development payments, training service effectiveness, and a loan granted to an entity[76]. - The company has established a special investigation committee to address audit issues and has engaged an independent risk consulting firm for an agreed-upon procedures investigation[90]. - The independent investigation report was released on May 29, 2024, confirming that the investigation results adequately address each audit issue[90]. - Deloitte resigned as the auditor on May 22, 2023, citing concerns over payments related to software development services totaling RMB 100,000,000[193]. - The company appointed Zhonghui Anda as the new auditor effective May 25, 2023, to fill the vacancy left by Deloitte[193]. Revenue and Expenses - The group recorded a tax credit of approximately RMB 257,000 during the reporting period, compared to RMB 11,000 in the same period last year[109]. - Sales and marketing expenses increased by approximately RMB 4.0 million to about RMB 4.6 million due to higher advertising and marketing expenditures for non-academic education services[106]. - Administrative expenses rose by approximately RMB 11.7 million to about RMB 22.0 million, primarily due to increased employee salaries and professional fees related to business transformation and expansion[106]. - Other income recorded was approximately RMB 1.0 million, an increase of approximately RMB 0.1 million compared to RMB 0.9 million in the same period of 2022[124]. - The company recorded other income of RMB 968,000, a decrease from RMB 901,000 in the previous year[198]. - The total employee-related costs during the reporting period were approximately RMB 147 million, compared to RMB 135 million for the same period last year[173]. Future Outlook - The company is committed to restoring trading as soon as possible and has taken appropriate measures to rectify the issues leading to the suspension of its shares[90]. - The group expects the demand for extracurricular courses to rise, aligning with market trends and regulatory requirements[100]. - The trend of younger students studying abroad is increasing at an annual rate of approximately 20% in first-tier cities in China[120]. - The company plans to extend the estimated use period of unutilized net proceeds to the end of 2025 due to a shift in business focus[183].