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].
大山教育(09986) - 2024 - 年度财报