EDVANTAGEGROUP：2024AnnualReport.pdf

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1、ANNUAL REPORT2024Edvantage Group Holdings Limited中滙集團控股有限公司(Incorporated in the Cayman Islands with limited liability)Stock code:0382年度報告2024Edvantage Group Holdings Limited中滙集團控股有限公司（於開曼群島註冊成立的有限公司）股票代號:0382 Annual Report 2024 年度報告CMYCMMYCYCMYKEdvantage Group AR2024 Cover V01 22mm_OP.pdf 1 19/12/20

2、24 下午2:56ContentsDefinitions2Corporate Profile9Financial Highlights11Financial Summary12Chairmans Statement13Profile of Directors and Senior Management15Management Discussion and Analysis20Financial Review27Corporate Governance Report34Directors Report54Independent Auditors Report116Consolidated Sta

3、tement of Profit or Loss and Other Comprehensive Income121Consolidated Statement of Financial Position122Consolidated Statement of Changes in Equity124Consolidated Statement of Cash Flows126Notes to the Consolidated Financial Statements128Definitions2Edvantage Group Holdings LimitedIn this annual re

4、port,unless the context otherwise requires,the following expressions shall have the following meanings.“2019 Share Award Scheme”the share award scheme approved and adopted by the Shareholders on 6 June 2019“2019 Share Option Scheme”the share option scheme conditionally approved and adopted by our Co

5、mpany on 6 June 2019 which have become effective on the Listing Date“2024 Share Award Scheme”the share award scheme approved and adopted by the Shareholders on 19 January 2024“2024 Share Option Scheme”the share option scheme approved and adopted by the Shareholders on 19 January 2024“AGM”the annual

6、general meeting of the Company to be held on 24 January 2025“Articles”or“Articles of Association”the articles of association of the Company adopted on 6 June 2019 with effect from the Listing Date,as amended from time to time“Audit Committee”the audit committee of the Board“Board of Directors”or“Boa

7、rd”the board of directors of the Company“BVI”British Virgin Islands“BVI Holdco”Debo Education Investments Holdings Limited(德博教育投資控股有限公司),a company incorporated in the BVI with limited liability on 19 March 2018 and a company owned as to 50%and 50%by Mr.Liu and Ms.Chen,respectively“CG Code”the Corpor

8、ate Governance Code as contained in Appendix C1 to the Listing Rules“China”or“PRC”the Peoples Republic of China,which for the purpose of this annual report,excludes Hong Kong,Macau Special Administrative Region of the PRC and Taiwan“Companies Ordinance”the Companies Ordinance(Chapter 622 of the Laws

9、 of Hong Kong),as amended,supplemented or otherwise modified from time to time“Company”,“our Company”,or “the Company”Edvantage Group Holdings Limited(中滙集團控股有限公司),an exempted company with limited liability incorporated in the Cayman Islands on 18 October 2018“connected person(s)”has the meaning ascr

10、ibed to it under the Listing Rules3Annual Report 2024Definitions“connected transaction(s)”has the meaning ascribed to it under the Listing Rules“Controlling Shareholder(s)”has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires,refers to Mr.Liu,Ms.Chen and BV

11、I Holdco,a company owned as to 50%and 50%by Mr.Liu and Ms.Chen,respectively“Director(s)”the director(s)of the Company“Edvantage Institute Australia”or“EIA”Edvantage Institute Australia Pty Ltd,a company incorporated in Victoria,Australia with limited liability on 8 February 2017 and an indirect whol

12、ly-owned subsidiary of the Company“Edvantage Institute(Singapore)”or“EIS”Edvantage Institute(Singapore)Pte.Ltd.,a company incorporated in Singapore with limited liability on 5 June 1991 and was acquired by the Group as an indirect wholly-owned subsidiary of the Company in December 2019“ESG”Environme

13、ntal,social and governance“Global Business College of Australia”or“GBCA”Global Business College of Australia Pty.Ltd,a company incorporated in Victoria,Australia with limited liability on 26 June 2014 and an indirect wholly-owned subsidiary of the Company“Global Move”Global Move Pty.Ltd,a company in

14、directly owned by Mr.Liu and Ms.Chen as to 50%and 50%,respectively“Greater Bay Area”the“Guangdong-Hong Kong-Macau Greater Bay Area”,which refers to the region linking two special administrative regions,namely Hong Kong and Macau Special Administrative Region of the PRC,and the nine cities in Guangdo

15、ng Province,namely Guangzhou,Shenzhen,Zhuhai,Foshan,Zhongshan,Dongguan,Huizhou,Jiangmen and Zhaoqing and forming an integrated economic and business hub under PRC Governments scheme“Group”,“our Group”,“the Group”,“we”,“us”,or“our”the Company and its subsidiaries“Guangdong Sun City Industrial”Guangdo

16、ng Sun City Industrial Co.,Ltd.*(廣東太陽城實業有限公司),a company established in the PRC with limited liability on 8 May 2007“Guangdong Technical School Project OPCO Group”Guangdong Technical School Project OPCO,Guangdong Sun City Industrial and Huashang Technical School“Guangdong Technical School Project Reg

17、istered Shareholders”Ms.Lai Liu(賴柳)and Ms.Huang Xiaolan(黃小蘭)4DefinitionsEdvantage Group Holdings Limited“Guangdong Technical School Project Structured Contracts”collectively,(i)the Business Cooperation Agreement;(ii)Exclusive Technical Service and Management Consultancy Agreement;(iii)the Exclusive

18、Call Option Agreement;(iv)the Shareholders Rights Entrustment Agreement;(v)the Equity Pledge Agreement with the Registered Shareholders;(vi)the Equity Pledge Agreement with the Guangdong Technical School Project OPCO;(vii)the School Sponsors and Directors Entrustment Agreement;(viii)the School Spons

19、ors Powers of Attorney;(ix)the Appointee(s)Powers of Attorney;(x)the Registered Shareholder(s)Powers of Attorney;and(xi)the Spouse Undertakings,referred to and with details set out in the announcement of the Company dated 14 December 2021 and as revised as set out in the announcement of the Company

20、dated 27 January 2022“Guangzhou Zhiheng Education”Guangzhou Zhiheng Education Consulting Co.,Ltd*(廣州智蘅教育諮詢有限公司)(formerly named as Guangzhou Zhiheng Education Development Co.,Ltd.*(廣州智蘅教育發展有限公司),a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Com

21、pany“HK$”or“Hong Kong dollars”Hong Kong dollars and cents,each being the lawful currency of Hong Kong“Hong Kong”the Hong Kong Special Administrative Region of the PRC“Huagang Enterprise Management”Guangzhou Huagang Enterprise Management Co.,Ltd.*(廣州市華港企業管理有限公司),a company incorporated in the PRC with

22、 limited liability on 25 August 2014 and an indirect wholly-owned subsidiary of the Company“Huashang College”Guangzhou Huashang College(廣州華商學院),a private school registered as a private non-enterprise unit under the laws of the PRC on 30 May 2006“Huashang Technical School”Guangdong Huashang Technical

23、 School(廣東華商技工學校),a private school registered as a private non-enterprise unit under the laws of the PRC,which is wholly-owned by Guangdong Sun City Industrial“Huashang Vocational College”Guangzhou Huashang Vocational College(廣州華商職業學院),a private school registered as a private non-enterprise unit und

24、er the laws of the PRC on 25 June 2009“Huawei Education”Guangzhou Huawei Education Consulting Co.,Ltd.*(廣州市華威教育諮詢有限公司),a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company5Annual Report 2024Definitions“Huizhi Property”student dormitory a

25、nd teaching buildings at Tangmei Village,Xintang Town,Zengcheng District,Guangzhou,the PRC owned by Guangzhou Huizhi Education Investment Co.,Ltd.*(廣州市滙智教育投資有限公司),a company established under the laws of the PRC with limited liability“IFRS”International Financial Reporting Standards,as issued from ti

26、me to time by the International Accounting Standards Board“Independent Third Party(ies)”any entity or person who is not a connected person of our Company within the meaning ascribed thereto under the Listing Rules“Jiangmen Property”student dormitory and teaching buildings at Xiangshan,Shuibei Villag

27、e,Yamen Town,Xinhui District,Jiangmen,Guangdong Province,the PRC owned by Huashang Vocational College“Listing”the listing of the Shares on the Main Board of the Stock Exchange“Listing Date”16 July 2019,on which the Shares are listed and on which dealings in the Shares are first permitted to take pla

28、ce on the Stock Exchange“Listing Rules”the Rules Governing the Listing of Securities on Stock Exchange,as amended,supplemented or otherwise modified from time to time“Main Board”the stock exchange(excluding the option market)operated by the Stock Exchange that is independent from and operates in par

29、allel with the GEM of the Stock Exchange“Memorandum”the memorandum of association of the Company adopted on 6 June 2019 with effect from the Listing Date,as amended from time to time“Model Code”the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Li

30、sting Rules“Mr.Liu”Mr.Liu Yung Chau(廖榕就),the founder of the Company,a Controlling Shareholder,an executive Director,the chairman of the Board and the spouse of Ms.Chen“Ms.Chen”Ms.Chen Yuan,Rita(陳練瑛),a Controlling Shareholder,an executive Director and the spouse of Mr.Liu“Nanning Zhuowen Education”or

31、“Sichuan School Project OPCO”Nanning Zhuowen Education Consulting Services Co.,Ltd.*(南寧市卓文教育諮詢服務有限公司),a company established in the PRC with limited liability6DefinitionsEdvantage Group Holdings Limited“Negative List”The“Special Administrative Measures(Negative List)for Foreign Investment Access(2024

32、 Edition)”became effective on 1 November 2024,repealing the previous list published at the end of 2021“Nomination Committee”the nomination committee of the Board“OPCO Groups”the Sichuan School Project OPCO Group and the Guangdong Technical School Project OPCO Group,collectively,and each an“OPCO Grou

33、p”“OPCOs”the Sichuan School Project OPCO and the Guangdong Technical School Project OPCO,collectively,and each an“OPCO”“PRC Government”or“State”the central government of the PRC,including all governmental subdivisions(including provincial,municipal and other regional or local government entities)and

34、 its organs or,as the content requires,any of them“Prospectus”the prospectus of the Company dated 4 July 2019“Registered Shareholders”the Sichuan School Project Registered Shareholders and/or the Guangdong Technical School Project Registered Shareholders(as the case may be)“Remuneration Committee”th

35、e remuneration committee of the Board“RMB”or“Renminbi”Renminbi,the lawful currency of the PRC“SFO”the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time“Share(s)”ordinary share(s)of US$0.01 each in the issued share c

36、apital of the Company“Shareholder(s)”holder(s)of Share(s)“Shenzhen Qianhai Zhuochuang”or“Guangdong Technical School Project OPCO”Shenzhen Qianhai Zhuochuang Education Investment Co.,Ltd.*(深圳前海卓創教育投資有限公司),a company established in the PRC with limited liability“Sichuan New Concept Education”Sichuan Ne

37、w Concept Education Investment Co.,Ltd.*(四川新概念教育投資有限公司),a company established in the PRC with limited liability“Sichuan School Project OPCO Group”Sichuan School Project OPCO,Sichuan New Concept Education,Urban Vocational College and Urban Technician College7Annual Report 2024Definitions“Sichuan Scho

38、ol Project Registered Shareholders”Mr.Zhan Jianke(湛建科)and Mr.Wu Zijian(伍梓健),employees of the associated companies of the Group“Sichuan School Project Structured Contracts”collectively,(i)the Business Cooperation Agreement;(ii)Exclusive Technical Service and Management Consultancy Agreement;(iii)the

39、Exclusive Call Option Agreement;(iv)the Shareholders Rights Entrustment Agreement;(v)the Equity Pledge Agreement with the Registered Shareholders;(vi)the Equity Pledge Agreement with Nanning Zhuowen Education;(vii)the School Sponsors and Council Members Entrustment Agreement;(viii)the School Sponsor

40、s Powers of Attorney;(ix)the Council Members Powers of Attorney;(x)the Shareholders Powers of Attorney;and(xi)the Spouse Undertakings,referred to and with details set out in the announcement of the Company dated 4 December 2020“Stock Exchange”The Stock Exchange of Hong Kong Limited“Structured Contra

41、cts”the Sichuan School Project Structured Contracts and/or the Guangdong Technical School Project Structured Contracts(as the case may be)“subsidiary(ies)”any entity within the meaning of the term“subsidiary”as defined in the Listing Rules and the term“subsidiaries”shall be construed accordingly“sub

42、stantial shareholder”has the meaning ascribed to it under the Listing Rules“Sun City Development”Guangzhou Zengcheng Sun City Development Co.,Ltd.*(廣州市增城太陽城發展有限公司),a company established in the PRC with limited liability on 9 December 2003 and a subsidiary of the Company“Sun City Group”Guangzhou Sun

43、City Group Co.,Ltd.*(廣州市太陽城集團有限公司),a company established in the PRC with limited liability on 27 May 2011 and a company indirectly owned by Mr.Liu and Ms.Chen as to 50%and 50%respectively“Sun City Hotel”Guangzhou Sun City Hotel Co.,Ltd.*(廣州太陽城大酒店有限公司),a company established in the PRC with limited li

44、ability on 22 November 1993 and a company indirectly owned by Mr.Liu and Ms.Chen as to 50%and 50%,respectively“Triple Way”Triple Way Investments(Australia)Pty.Ltd,a company indirectly owned by Mr.Liu and Ms.Chen as to 50%and 50%,respectively“United States”,“U.S.”or“US”the United States of America8De

45、finitionsEdvantage Group Holdings Limited“Urban Technician College”Urban Technician College of Sichuan(四川城市技師學院),a private school registered as a private non-enterprise unit under the laws of the PRC on 22 May 2018“Urban Vocational College”Urban Vocational College of Sichuan(四川城市職業學院),a private scho

46、ol registered as a private non-enterprise unit under the laws of the PRC on 29 July 2008“US dollar(s)”,“U.S.dollar(s)”,“US$”,or“USD”United States dollars,the lawful currency of the United States“Weijia Vehicle”Guangzhou Weijia Vehicle Sales Company Limited(廣州市偉加汽車銷售有限公司),a company owned by Mr.Liu,Ms

47、.Chen,Ms.Ye Runmian(葉潤棉),the spouse of Mr.Liu Yung Kan(廖榕根),Mr.Liu Kong Wai(廖廣偉),the son of Mr.Liu Yung Kan,and Mr.Liu Yung Kwong(廖榕光),the brother of Mr.Liu,as to 22.5%,22.5%,28%,12%and 15%,respectively“Woguan Education”Guangzhou Woguan Education Consulting Co.,Ltd.*(廣州沃冠教育諮詢有限公司),a company establis

48、hed in the PRC with limited liability on 10 October 2016 and an indirect wholly-owned subsidiary of the Company“Xinyue Trading”Guangzhou Xinyue Trading Co.,Ltd.*(廣州市欣躍貿易有限公司),a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company“Yixiang P

49、roperty Management”Guangzhou Yixiang Property Management Co.,Ltd.*(廣州市毅翔物業管理有限公司),a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company“Yizhong Travel”Guangzhou Yizhong Travel Agency Co.,Ltd.*(廣州怡眾旅行社有限公司),a company wholly-owned by Sun Ci

50、ty Group,which in turn is indirectly owned by Mr.Liu and Ms.Chen as to 50%and 50%,respectively“Zengcheng Property”student dormitory and teaching buildings at No.1,Huashang Road,Zengcheng District,Guangzhou,Guangdong Province,owned by Huashang Vocational College“Zhaoqing Property”student dormitory an

51、d teaching buildings in Dongcheng Street,Si-hui,Zhaoqing,Guangdong Province,the PRC owned by Huashang College“%”per centThe English translation of Chinese names or words in this annual report,where indicated by“*”,is included for information purpose only,and should not be regarded as the official En

52、glish translation or transliteration of such Chinese names or words.Corporate Profile9Annual Report 2024BOARD OF DIRECTORSExecutive DirectorsMr.Liu Yung Chau(Chairman)Ms.Chen Yuan,RitaMs.Liu Yi Man(Chief Executive Officer)Non-executive DirectorMr.Liu Yung KanIndependent Non-executive DirectorsMr.Xu

53、GangMr.OYang WileyMr.Li JiatongCOMPANY SECRETARYMs.Chan Kit Wai(HKICPA)AUTHORISED REPRESENTATIVESMr.Liu Yung ChauMs.Chan Kit Wai(HKICPA)AUDIT COMMITTEEMr.OYang Wiley(Chairman)Mr.Xu GangMr.Li JiatongREMUNERATION COMMITTEEMr.Xu Gang(Chairman)Mr.OYang WileyMr.Li JiatongNOMINATION COMMITTEEMr.Xu Gang(Ch

54、airman)Mr.OYang WileyMr.Li JiatongREGISTERED OFFICEMaples Corporate Services LimitedPO Box 309Ugland HouseGrand Cayman,KY11104Cayman IslandsHEADQUARTERS IN THE PRCNo.1 Huashang RoadLicheng Street,ZengchengGuangzhouGuangdong ProvinceThe PRCPRINCIPAL PLACE OF BUSINESS IN HONG KONGRoom 1115,11/F,Wing O

55、n Plaza62 Mody RoadTsim Sha TsuiKowloonHong KongPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEMaples Fund Services(Cayman)LimitedPO Box 1093,Boundary HallCricket SquareGrand Cayman,KY11102Cayman IslandsHONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICELink Market Services(Hong Kong)Pty LimitedSuite

56、 1601,16/F.,Central Tower 28 Queens Road CentralCentralHong Kong10Corporate ProfileEdvantage Group Holdings LimitedLEGAL ADVISERRonald Tong&CoRoom 501,5/FSun Hung Kai Centre30 Harbour RoadHong KongAUDITORDeloitte Touche TohmatsuRegistered Public Interest Entity AuditorsSTOCK CODEStock Code:0382COMPA

57、NYS WEBSITE.hkPRINCIPAL BANKERSGuangzhou Rural Commercial Bank Co.,Ltd.Gualv Road Sub-branch29 Gualv RoadLicheng Street,ZengchengGuangzhouGuangdong ProvinceThe PRCBank of Communications Co.,Ltd.Guangzhou Xintang Sub-branch365 Gangkou Avenue NorthXintang TownGuangzhouGuangdong ProvinceThe PRCChina Co

58、nstruction Bank Corporation Co.,Ltd.Zengcheng Sub-branch69 Zengcheng AvenueLicheng Street,ZengchengGuangzhouGuangdong ProvinceThe PRCBank of China LimitedGuangzhou Zengcheng XintangSub-branch130 North Jiefang RoadXintang Town,ZengchengGuangzhouGuangdong ProvinceThe PRCFinancial Highlights11Annual Re

59、port 2024For the year ended 31 AugustPercentage change 20242023RMB000RMB000 Revenue2,311,9861,972,98217.2%Cost of revenue(1,187,842)(954,589)24.4%Gross profit1,124,1441,018,39310.4%Other income130,065104,99323.9%Interest income25,79813,58289.9%Other gains and losses(24,945)(40,003)(37.6%)Selling and

60、 administrative expenses(413,847)(350,642)18.0%Finance costs(32,221)(26,289)22.6%Profit before taxation808,994720,03412.4%Taxation(4,873)(1,232)295.5%Profit for the year804,121718,80211.9%Profit for the year attributable to owners of the Company714,746618,37015.6%Non-IFRSs measure Adjusted net profi

61、t attributable to owners of the Company(Note i)746,708667,82511.8%Basic earnings per share(RMB cents)62.8656.1911.9%Number of student enrolments95,63086,17311.0%The Board has recommended the payment of a Final Dividend of HK10.0 cents per Share for the year ended 31 August 2024,to be payable in cash

62、 with a scrip alternative,subject to the approval of the Shareholders at the AGM.Note:(i)Please refer to the Financial Review section for methods of preparing the adjusted net profit attributable to owners of the Company.Financial Summary12Edvantage Group Holdings LimitedResultsYear ended 31 August

63、20202021202220232024RMB000RMB000RMB000RMB000RMB000 Revenue800,0921,251,6441,685,9721,972,9822,311,986Cost of revenue(403,848)(620,746)(836,467)(954,589)(1,187,842)Gross profit396,244630,898849,5051,018,3931,124,144Profit before taxation307,970483,979652,917720,034808,994 Profit for the year291,48746

64、9,716645,180718,802804,121Adjusted net profit(Note)309,070515,663656,879768,257836,083 Note:Adjusted net profit is determined by adjusting profit for the year for the effect of net foreign exchange gain or loss,share-based payments,listing expenses,fair value change on investment properties and impa

65、irment loss recognised under ECL model,if any.Assets and LiabilitiesAt 31 August 20202021202220232024RMB000RMB000RMB000RMB000RMB000 Non-current assets2,192,8174,859,3025,642,9916,370,9986,638,518Current assets1,335,5721,306,7851,575,1052,124,2952,463,030Current liabilities1,092,2101,769,6512,170,915

66、2,572,4552,728,200Net current assets(liabilities)243,362(462,866)(595,810)(448,160)(265,170)Total assets less current liabilities2,436,1794,396,4365,047,1815,922,8386,373,348 Total equity1,834,9283,045,9553,567,6054,235,3284,848,008Non-current liabilities601,2511,350,4811,479,5761,687,5101,525,340To

67、tal equity and non-current liabilities2,436,1794,396,4365,047,1815,922,8386,373,348 Chairmans Statement13Annual Report 2024Dear Shareholders,On behalf of the Board of Edvantage Group Holdings Limited,I am pleased to present the report of the annual results of the Group for the year ended 31 August 2

68、024 to fellow Shareholders.I would like to express my heartfelt thanks to all Shareholders for their trust and support to the Group.Business development of Edvantage Group has been solid and sound in the recent years.National policies supporting vocational education are crucial to the steady improve

69、ment in our results.We are deeply motivated by the statement“education,science and technology,talent function as basic and strategic underpinnings of the PRC modernization”made on the third plenary session of the 20th Central Committee.Such statement not only defined the core position of education i

70、n terms of national development,but also provided specific directions for the Groups future development.We firmly believe that as an infrastructure of technological development,education shall gain more importance and play a significant role in supporting the promotion of PRC modernization and socia

71、l advancement.The“Opinions on Promoting the High-Quality Development of Service Consumption”issued by the State Council in August 2024 demonstrated the specific requests and determination of the PRC to enhance vocational education quality and efficiencies as well as to establish high standards for v

72、ocational schools and professionalism.The national policies on vocational education once again provide a strong endorsement.We shall ride on this opportunity to focus on high-quality content creation and to speed up our development to become the leader and model for high-quality private education de

73、velopment.“Founding of century-old school and nurturing talents for the benefit of the nation”is not only the founding mission of Edvantage Group,it is also the education philosophy that we have been adhering to.As known to all,education is a long-term business that is crucial to the nations future

74、as well as the development and dream of each student.Pursuant to such philosophy,we adhere to our founding mission and carry the enthusiasm for education like it is the first day.It is our mission to provide high-quality education and cultivate generations and generations of talents with innovation

75、and global vision.We firmly believe that the quality of education goes beyond the passing on of knowledge,it is also reflected in the modeling of values and personalities of our students.As such,we have been constantly developing new teaching models,enhancing teaching qualifications,upgrading teachi

76、ng facilities to ensure our education meets the societys need towards talents,and to provide the best learning experiences for our students.We strive to create a high-quality school brand so as to pay respect to the education business and appreciation of the trust of each Shareholder.Given the promo

77、tion of the national industries,the need for vocational education talents have been growing among advanced manufacturing and modern service industries.During the past year,we have been making precise deployments in various key areas to constantly enrich our schools.In terms of formal vocational educ

78、ation,we have been expanding the new campuses of Huashang College and Huashang Vocational College to provide a more spacious learning environment for our students and to create a sound foundation for our future enrolment plan and sustainable development.During the reporting period,we have commenced

79、the construction of the sports activity centre of the Guangzhou campus,the project has been completed and is expected to commence operation during 2025/2026 school year.The construction of the sports activity centre shall largely increase the floor area of the Guangzhou campus indoor arena and provi

80、de a comprehensive and advanced sports and leisure venue for our students and teachers.The sports activity centre shall satisfy students needs on exercise,social and sporting techniques enhancement as well as to strengthen the Groups school brand.The number of our teachers grows as Doctoral Workstat

81、ion of Guangdong Province have been set up in Huashang College and Huashang Vocational College.The Group currently has 305 teachers holding doctoral degrees.Such ample teaching qualifications shall promote high-quality development of our teaching quality.14Chairmans StatementEdvantage Group Holdings

82、 LimitedWe believe that the power of education is about potential stimulation and innovation cultivation.As such,we have been constantly promoting innovative education to encourage students to explore and practice,with an aim to enhance their problem solving abilities.Meanwhile,we also focus on cult

83、ivating their global vision.We provide students with opportunities to reach out to the world through international exchange and cooperation programs.In terms of integration of industry and education,in the recent years,we have developed a dual empowerment teaching model which consolidates academics

84、with industries to materialize dual motivation of theoretical teaching and practical innovation.We have been actively consolidating industry resources,building platforms of industry,academics and research,cooperating with various leading enterprises,exploring innovative school operation models and c

85、ultivating high-quality talents who possess strong practical skills,innovative thinking and meet industry requirements.These efforts and exploration are based on our deep understanding of the education business and long-term planning.We strongly believe that such deployment does not only demonstrate

86、 our strong ability of school operation but also steadily enhance the benefits of our brand.Leveraging on the thorough implementation of high-quality development strategies by the Group over the years,we are pleased to observe significant improvement in both the quality of education and brand influe

87、nce among schools under the Group.Number of students and average tuition fees have been steadily increasing.During the reporting period,the Group recorded revenue of approximately RMB2,312.0 million,representing a year-on-year increase of 17.2%.Its gross profit rose by 10.4%year-on-year to approxima

88、tely RMB1,124.1 million.The profit for the year attributable to owners of the Company was approximately RMB714.7 million,representing a year-on-year growth of 15.6%.The number of full-time student enrolments reached 95,630.The long-term trust of Shareholders are foundation of the Groups sustainable

89、development and improvement.In recognition of the Shareholders long-lasting support,the Board proposed the payment of a final dividend of HK10.0 cents per Share,for the year ended 31 August 2024,to be payable in cash with a scrip alternative,subject to the approval of the shareholders of the Company

90、 at the AGM.At last,on behalf of the Board,I would like to thank students and parents for their trust in Edvantage Group and express my sincere gratitude to all teaching staff and the management and for their hard work and dedication.I would also like to thank our Shareholders and stakeholders for t

91、heir confidence in and support to the Group.We will continue to firmly adhere to our mission of high-quality school operation and create values for our Shareholders and the society.Liu Yung ChauChairman and Executive DirectorHong Kong,29 November 2024Profile of Directors and Senior Management15Annua

92、l Report 2024Below are the brief profiles of the current Directors and senior management of the Group.DirectorsThe Board currently consists of seven Directors,comprising three executive Directors,one non-executive Director and three independent non-executive Directors.The following table sets forth

93、information regarding the Directors.NameAgePositionDate of appointment as Director/joining the Company Executive DirectorsMr.Liu Yung Chau(廖榕就)71Chairman and executive Director18 October 2018Ms.Chen Yuan,Rita(陳練瑛)69Executive Director2 January 2019Ms.Liu Yi Man(廖伊曼)44Chief executive officer and execu

94、tive Director20 November 2018Non-executive DirectorMr.Liu Yung Kan(廖榕根)64Non-executive Director20 November 2018Independent non-executive DirectorsMr.Xu Gang(徐剛)70Independent non-executive Director4 July 2019Mr.OYang Wiley(歐陽偉立)61Independent non-executive Director16 February 2022Mr.Li Jiatong(李加彤)52I

95、ndependent non-executive Director4 July 2019Executive DirectorsMr.Liu Yung Chau(廖榕就),aged 71,founded the Group in December 2003 and serves as an executive Director and chairman of the Board.Mr.Liu has been executive vice-president of the Guangdong Provincial Private Education Association(廣東省民辦教育協會)s

96、ince June 2009,council member of the Chinese Vocational Education Association(中華職業教育社)since December 2014,vice-president of the Guangdong Association of Management Accountants(廣東省管理會計師協會)since June 2016,and vice-president of the Federation of Hong Kong Guangdong Community Organisations Ltd.(香港廣東社團總會

97、)from July 2017 to July 2023.He was also committee member and standing committee member of the Chinese Peoples Political Consultative Conference Guangdong Committee(中國人民政治協商會議廣東省委員會),chief president of the Hong Kong Industrial&Commercial Association Limited,standing committee member of the Guangdong

98、 Federation of Industry(廣東省工商業聯合會),vice-chairman of the Guangdong City Federation of Industry(廣東市工商業聯合會),vice-chairman of the Guangdong Chamber of Foreign Investors,chairman of the Zengcheng Federation of Industry(增城市工商業聯合會),and vice-president of the Hong Kong Federation of Guangzhou Associations(香港

99、廣州社團總會).16Profile of Directors and Senior ManagementEdvantage Group Holdings LimitedIn addition,Mr.Liu was awarded(i)the World Outstanding Chinese Award(世界傑出華人獎)in May 2010 by the World Chinese Business Investment Foundation(世界華商投資基金會),(ii)the Bronze Bauhinia Star by the Hong Kong government in July

100、 2013,and(iii)the Guangdong Contemporary Private Education Educator Special Contribution Award(廣東當代民辦教育舉辦人突出貢獻獎)in September 2015 jointly by the Guangdong Education Association(廣東教育學會),Institute of China Contemporary Private Education(廣東當代民辦教育管理研究院),Guangdong Education Fund(廣東省教育基金)and Guangdong Edu

101、cation Foundation Tripartite Private Education Award Fund(廣東省教育基金會 三村 民辦教育獎勵基金).Mr.Liu is a director of Sun City Group,which,together with its affiliates,engages in a wide range of business areas including hotel and tourism,textile and apparel,real estate,and financial investments.Mr.Liu is also a d

102、irector of BVI Holdco.Mr.Liu served as an independent non-executive director of CT Environmental Group Limited(a company listed on the Stock Exchange with stock code 1363)from June 2011 to October 2018.Mr.Liu received an Honorary Doctorate of Philosophy from Lansbridge University,Canada in May 2010.

103、Mr.Liu is spouse of Ms.Chen,father of Ms.Liu Yi Man,and brother of Mr.Liu Yung Kan.Ms.Chen Yuan,Rita(陳練瑛),aged 69,joined our Group in June 2014 and serves as an executive Director.Ms.Chen is a director of Sun City Group,which,together with its affiliates,engages in a wide range of business areas inc

104、luding hotel and tourism,textile and apparel,real estate,and financial investments.Sun City Group also indirectly held the majority interest in Huashang College and Huashang Vocational College from 2014 to 2017.Ms.Chen has also been a director of GBCA since its inception in June 2014.Ms.Chen is spou

105、se of Mr.Liu,mother of Ms.Liu Yi Man,and sister-in-law of Mr.Liu Yung Kan.Ms.Liu Yi Man(廖伊曼),aged 44,joined the Group in July 2006 and serves as an executive Director and the chief executive officer.She became a director of Huashang College in August 2007,a director of Huashang Vocational College in

106、 August 2010,a director of GBCA in June 2014,a director of EIA in February 2017 and a director of EIS in December 2019.Ms.Liu Yi Man has been vice-president of the Federation of Hong Kong Guangdong Community Organisations Ltd.(香港廣東社團總會)since July 2017,the deputy secretary general of The Y.Elites Ass

107、ociation(香港菁英會)since July 2018 and the vice-chairman of it since July 2023.She was also committee member of the Chinese Peoples Political Consultative Conference Guangdong Committee(中國人民政治協商會議廣東省委員會),member of the All-China Youth Federation(中華全國青年聯合會),vice-president of the Hong Kong Federation of Gu

108、angzhou Associations(香港廣州社團總會)and founding chairman of Greater Bay Youth Career Development Association.Ms.Liu Yi Man serves as a director of Guangzhou Zengcheng District Top Talent Kindergarten(廣州市增城區保利東江首府拓慧幼兒園),Guangzhou Haizhu District Tianyue Top Talent Kindergarten(廣州市海珠區天悅拓慧幼兒園).She has also

109、served as the director of Top Talent Education(Australia)Pty.Ltd,which operates two kindergartens,namely Little Sunshine Early Learning and Doncaster Early Learning Child Care.17Annual Report 2024Profile of Directors and Senior ManagementMs.Liu Yi Man received her bachelors degree in business admini

110、stration from The Chinese University of Hong Kong in August 2004,and her masters degree in engineering business management from The University of Warwick,United Kingdom in July 2006.Ms.Liu Yi Man is daughter of Mr.Liu and Ms.Chen,and niece of Mr.Liu Yung Kan.Non-executive DirectorMr.Liu Yung Kan(廖榕根

111、),aged 64 and formerly known as Liu Kai Chung(廖啟中),assisted in the development of Huashang College and served as its director from September 2006 to February 2016.He also served as a director of Huashang Vocational College from August 2010 to April 2017,and is a non-executive Director.Mr.Liu Yung Ka

112、n has over 20 years of business experience.He has since August 1998 been a director of Yue Hua Group Company Limited(粵華集團有限公司),since September 2010 been the general manager of Guangzhou Huajiang Enterprise Management Co.,Ltd.(廣州市華江企業管理有限公司),and since December 2013 been the general manager of Guangzh

113、ou Huahui Investment Co.,Ltd.(廣州市華匯投資有限公司),all of which are investment holding companies.As our non-executive Director,Mr.Liu Yung Kan will participate in the Board meetings to make decisions on important matters of the Group,and he will not be involved in the day-to-day management of the Group.Mr.L

114、iu Yung Kan is brother of Mr.Liu,brother-in-law of Ms.Chen,and uncle of Ms.Liu Yi Man.Independent non-executive DirectorsMr.Xu Gang(徐剛),aged 70,serves as an independent non-executive Director,the chairman of the Remuneration Committee and Nomination Committee,and a member of the Audit Committee.Mr.X

115、u Gang joined the Group in July 2019.Mr.Xu Gang has over 10 years of experience in numerous leadership positions in state owned enterprises and government organisations,including:editor of the China Economic&Trade Herald 經濟工作通訊 at the State Economic and Trade Commission(國家經濟貿易委員會);director of the ec

116、onomic bureau(經濟局處長)at the United Front Work Department of CPC Central Committee(中共中央統戰部);deputy secretary of the party committee and vice president at China Goods Trade Development Co.,Ltd.(中國物資貿易發展總公司);and vice president and acting general manager at China Tourism International Trust&Investment Co

117、.,Ltd(中國旅遊國際信託投資有限公司).Mr.Xu Gang is a former chairman of Lianxun Securities Co.,Ltd.(聯訊證券股份有限公司)(a company listed on the National Equities Exchange and Quotations of the PRC with stock code 830899).He has been a senior economist accredited by the Appraising and Approval Committee for Professional&Te

118、chnical Competence since December 1994.18Profile of Directors and Senior ManagementEdvantage Group Holdings LimitedMr.Xu Gang received his bachelors degree in industrial economics in February 1983 from Renmin University of China and his masters degree in industrial engineering in December 2001 from

119、the Huazhong University of Science and Technology,China.Mr.OYang Wiley(歐陽偉立),aged 61,serves as an independent non-executive Director,chairman of the Audit Committee,and member of the Remuneration Committee and Nomination Committee.Mr.OYang Wiley joined the Group in February 2022.Mr.OYang Wiley has c

120、apital market relationship network and experience.Mr.OYang also has extensive experience in group restructuring and initial public offerings.Mr.OYang Wiley is a managing director of Shanggu Securities Limited.Prior to joining Shanggu Securities Limited,Mr.OYang worked for various investment banks,in

121、cluding CMBC International Holdings Limited,a wholly-owned subsidiary of China Minsheng Banking Corporation Limited(Stock code:1988),Kim Eng Securities(Hong Kong)Limited,a wholly-owned subsidiary of Malayan Banking Berhad,UBS AG,Hong Kong Branch,J.P.Morgan Securities(Asia Pacific)Limited and BNP Par

122、ibas Capital(Asia Pacific)Limited and held the positions of managing director and executive director.Mr.OYang has also worked as a solicitor in private practice at a number of solicitors firms and was a partner of Richards Butler(currently known as Reed Smith Richards Butler),an international law fi

123、rm.Mr.OYang Wiley has served as an independent non-executive director of Hong Kong Economic Times Holdings Limited(Stock Code:423)since October 2012,Midea Real Estate Holding Limited(Stock Code:3990)since its listing in October 2018,D&G Technology Holding Company Limited(Stock Code:1301)since May 20

124、19,AB Builders Group Limited(Stock Code:1615)since June 2019 and Tianyun International Holdings Limited(Stock Code:6836)from November 2019 to 12 May 2022 all of which are companies listed on the Stock Exchange.Mr.OYang Wiley received his bachelors degree in Social Science from The Chinese University

125、 of Hong Kong and his Master of Business Administration Degree(Executive MBA Programme)from The Chinese University of Hong Kong.He is also a fellow member of the Association of Chartered Certified Accountants,a member of the Hong Kong Institute of Certified Public Accountants and a member of the Law

126、 Society of Hong Kong.Mr.Li Jiatong(李加彤),aged 52,serves as an independent non-executive Director,and member of the Audit Committee,Remuneration Committee and Nomination Committee.Mr.Li Jiatong joined the Group in July 2019.Mr.Li Jiatong has been an associate director at Manulife Financial Asia Limit

127、ed since July 2018.He was previously a site reliability engineer for Criteo Inc.from 2016 to 2018,a software architect for Datapop,Inc.from 2009 to 2016,an engineer for Yahoo!Asia Holdings Limited from 2005 to 2009,and a software engineer and research and development regional expert for Comverse Net

128、work Systems from 1997 to 2005.He has experience in cloud computing,software development,computer programming,mobile application development,and web service development.Mr.Li Jiatong received his bachelors degree in June 1997 and masters degree in September 1999,both in computer science,from Northea

129、stern University,USA.19Annual Report 2024Profile of Directors and Senior ManagementSenior ManagementMs.Liu Yi Man(廖伊曼)is the chief executive officer of the Company.See the paragraphs headed “Directors Executive Directors”for her biography.Ms.Liu Wenqi(劉文琦),aged 52,has been the chief operating office

130、r of the Company since January 2017,having originally joined the Group as the chief financial officer of the Company in April 2010.Ms.Liu Wenqi has been an accountant accredited by MOF since May 2006,an auditor accredited by the Audit Commission of China(中華人民共和國審計署)since October 2007,a non-practicin

131、g member of the Guangdong Certified Tax Advisor Association(廣東省註冊稅務師協會)since March 2010,and a senior accountant with the Human Resources and Social Security Department of Guangzhou(廣州市人力資源和社會保障局)since March 2017.Ms.Liu Wenqi received her bachelors degree in accounting from Zhengzhou University,China

132、 in June 2012 and her masters degree in CFO leadership from Singapore Management University in May 2017.Mr.Liu Yuk Tung(廖旭東),aged 61,has been appointed as the chief financial officer of the Company since 14 July 2023.Prior to joining the Company,he was the chief financial officer and a senior vice p

133、resident of the business strategy of TCL Communication Technology Holdings Limited(a company whose shares were previously listed on the Main Board of the Stock Exchange during September 2004 to September 2016,then stock code:2618),the Asia Pacific regional financial controller of Stratus Corporation

134、 in the United States of America,sales and marketing director and general manager of Neo-Neon Holdings Limited(a company whose shares are listed on the Main Board of the Stock Exchange,stock code:1868),with extensive auditing experience from working at Arthur Andersen.He is also a Certified Public A

135、ccountant of the Hong Kong Institute of Certified Public Accounts,Chartered Accountant of Institute of Chartered Accountants in England and Wales and fellow of the Association of Chartered Certified Accountants.Mr.Liu holds a bachelors degree in Economics from the University of Hong Kong,a Master of

136、 Business Administration degree from the University of New South Wales,Australia and a masters degree in Accounting from Jinan University,the Peoples Republic of China.Management Discussion and Analysis20Edvantage Group Holdings LimitedMarket OverviewThe Group is the largest private business higher

137、and vocational education group in the Greater Bay Area,and an early pioneer in the education sector to pursue international expansion.All of the Groups businesses in the PRC are vocational education strongly supported by the PRC,covering two major areas,namely formal vocational education and non-for

138、mal vocational education.After years of sound operation,the Group is operating nine schools at home and abroad,namely Huashang College,Huashang Vocational College and Huashang Technical School in Guangdong Province,the PRC;Urban Vocational College and Urban Technician College in Sichuan Province,the

139、 PRC;GBA Business School Limited(“GBABS”)in Hong Kong,the PRC;GBCA and EIA in Melbourne,Australia;as well as EIS in the downtown of Singapore.Guangzhou Huashang College Zhaoqing campusGuangzhou Huashang Vocational College Xinhui campusUrban Technician CollegeUrban Vocational College Library21Annual

140、Report 2024Management Discussion and AnalysisOver the past year,China has introduced a series of favourable policies to encourage the integration of industry and education in vocational education and continued to support the development of vocational education,which has greatly promoted the improvem

141、ent of the vocational education system and brought unprecedented development opportunities for private higher and vocational education groups like the Group.In January 2024,the National Education Work Conference established“enhancing the adaptability and attractiveness of vocational education”as one

142、 of its key tasks.In March 2024,the Government Work Report of the Two Sessions mentioned“vigorously improving the quality of vocational education”.Meanwhile,during the Two Sessions,General Secretary Xi Jinping emphasised that“We must tangibly improve our vocational education,establish the spirit of

143、craftsmanship,and cultivate front-line craftsmen of great powers in batches”.In August 2024,the“Opinions on Promoting the High-Quality Development of Service Consumption”of the State Council proposed“promoting the improvement of quality and efficiency of vocational education,building high-standard v

144、ocational schools and majors”and“encouraging high-standard cooperation with internationally renowned institutions of higher education in China”.In October 2024,the“Opinions on Deepening the Reform in Building the Teams of Industrial Workers”of the State Council reaffirmed the importance of promoting

145、 in-depth integration of vocational education and industrial development,and called for“accelerating the construction of a vocational education system that integrates vocational education and general education,as well as industry and education,while insisting on facilitating industry with education,

146、integration of industry and education and cooperation of industry and education”and“improving school management and education capability,in order to establish a batch of vocational schools with higher international standard”.A new wave of global technological revolution and industrial reform is unde

147、rgoing at a faster pace.Cultivating more high-quality talents with technical skills and consolidating the modern industrial system is an inevitable choice for vocational education providers to better serve national strategies.In the face of unprecedented development opportunities in this era,the mul

148、ti-level vocational education business of the Group will shoulder the mission of nurturing high-quality skilled talents in various industries,providing them with a bright and promising future.As always,the Group has been keeping abreast of national policies,adhering to the strategy of high-quality d

149、evelopment and talent strategy,promoting the integration of industry and education,deepening the content of international education,optimising the organisational structure to continuously improve operational and management efficiency,and comprehensively improving the training quality for application

150、-oriented talents,so as to drive the high-quality and sustainable development of our business.22Management Discussion and AnalysisEdvantage Group Holdings LimitedBusiness UpdateDeepening the integration of industry and education in line with industry trend and striving to cultivate application-orien

151、ted talentsIn March 2024,the Government Work Report proposed“striving to modernise the industrial system and developing new quality productive forces at a faster pace”.Not only does the formation of new quality productive forces require scarce technological talents with higher qualification,technica

152、l proficiency and advanced technological knowledge,it also needs a large amount of high-level technical talents.During the reporting period,the Group proactively responded to national policies and established a precise direction for vocational education reforms,entering into school-enterprise cooper

153、ation with 1,320 enterprises to build off-campus practice bases and promote the in-depth integration of education chains and industrial chains,which would meet the demand for talents in emerging industries and upcoming innovative industries.Meanwhile,the Group closely followed the national developme

154、nt strategies for key industries and actively built industrial colleges in accordance with the requirements for the construction of modern industrial colleges from the Ministry of Education.We cooperated with multiple enterprises renowned in their respective industries to establish digital trade,art

155、ificial intelligence and big data,research and tourism,digitalised accounting and business service,jewelry,human resources and other industrial colleges,and further explored the concept of“collaborative education between schools and enterprises”to achieve sharing of talents,technologies and resource

156、s,strengthen the integration of industrial demand and talent cultivation and improve the training quality of employment and application-oriented talents.Further expanding exchange and cooperation of international education to cultivate innovative talents with global visionOn the National Education C

157、onference 2024,General Secretary Xi Jinping emphasised that“We have to promote the opening up of education to foreign countries and organise introduction of foreign schools and international expansion of domestic schools,in order to further raise the international influence,competitiveness and barga

158、ining power of the education industry of China.By expanding international academic exchanges and educational and research cooperation,we can actively participate in global education governance and contribute Chinas strength to the development of global education”.Internationalised education has alwa

159、ys been one of the Groups school-running characteristics.Since its inception,the schools under the Group have been promoting the internationalisation of education and expanding the partnership network with global renowned universities to achieve sharing of international education resources,in order

160、to further raise the international influence of Chinas vocational education.During the reporting period,the schools under the Group established in-depth cooperation with 51 foreign high schools in the United States of America,the United Kingdom,Canada,Japan and Australia,joining hands to bring diver

161、se high-quality international programmes for students.Furthermore,the Group has been developing new education methods and comprehensively launching international study tours.During the reporting period,we organised 65 student and teacher study tours to France,Singapore,Hong Kong,China,Macau,China an

162、d other regions for short-term studies,with over 4,000 teachers and students participating.Through study tours featuring education,cultural exploration,company tours and personal growth,we can further expand the international vision of students and enrich their learning experience.The Group will lev

163、erage on its edge on international education to further promote the exchange and cooperation between foreign and domestic schools and provide high-quality international programs and practice opportunities,in order to cultivate innovative talents with global vision.23Annual Report 2024Management Disc

164、ussion and AnalysisProactively undertaking social responsibilities to promote ESG practicesAs Chinas economy transitions from a stage of rapid growth to one of high-quality development,the importance of ESG is becoming increasingly prominent.Since its establishment,the Group has been actively fulfil

165、ling its corporate social responsibilities,participating in social charity through various channels and forms like rural revitalisation and poverty alleviation through education,donation and teenage social work,so as to promote social harmony and advancement and sustainable development through actio

166、n.During the reporting period,we subsidised over 29,000 underprivileged students,with the subsidy amounting to over RMB30.0 million and related donation amounting to HK$200,000.The Group places much emphasis on developing ESG talents.During the reporting period,we organised 5 seminars related to ESG

167、.In line with the trend of industry development and demand of the employment market,we have innovatively held an“ESG Reporting and Disclosure”workshop to enhance the ESG knowledge and capability of teachers and students of the Groups institutions,so as to contribute to the sustainable development of

168、 enterprises and the society in the future.The ESG practices of the Group are widely recognised by and earn accolades of various stakeholders of society.During the reporting period,we were awarded the“ESG Pioneer of the Year 2023”under the 5th Jinge Award for the Best Companies of the Year of Gelong

169、hui,the“Best ESG Innovation Award”under the 8th Zhitong Finance Listed Company Selection of 2023 and the“Outstanding Enterprise for ESG Innovative Practice”under the ESG Enterprise and Institution Selection 2024 of Gelonghui.In the future,the Group will continue to innovate and play a leading role t

170、o make more contribution to the construction of a harmonious society.Further increase investment in education to establish a high-quality education brandIncreasing investment in education is an important path towards high-quality education.Huashang College will undergo undergraduate teaching qualifi

171、cation assessment in the second half of 2026.This is a comprehensive assessment for the education direction and orientation,education results and talent cultivation quality of the school.In order to promote the high quality development of our education operation and to meet the qualification assessm

172、ent of the education of Huashang College,the Group has made precise investment in the campus environment,facilities and equipment and teaching staff,and has continuously enriched our school operation,so as to enhance the quality of our education and the standard of our school operation.During the re

173、porting period,we further expanded the new campuses of Huashang College and Huashang Vocational College,which include student dormitory,library,sports activity centre,teaching buildings and laboratories.Continued growth of potential students for higher and vocational colleges is expected to become t

174、he main driver for future growth of enrolled students of the Group.Such investments will stimulate future student enrolment of the Group.Since its establishment,the Group has adhered to its strategy of“talents empowering schools”.We have been increasing our investments in the construction of our tea

175、ching team,achieving various results during the reporting period.Huashang Vocational College was approved to set up the Doctoral Workstation of Guangdong Province,and was the only private college approved to set up the Doctoral Workstation of Guangdong Province in 2024.Professor Wang Shunli,the Hono

176、rary Dean of the College of Information Technology of Urban Vocational College,was once again selected as one of the 2024 Top 2%Scientists in the World.Through“School Improvement Project with High-quality Teaching Team”and“Double Hundred Project”,the schools under the Group have been increasing thei

177、r effort in introducing outstanding young teachers and doctors and improving the construction and cultivation of our teaching team,in order to raise the cultivation quality of application-oriented talents.The benefits of a high-quality education brand have become more significant,with enrolment incr

178、easing every year.As of August 2024,the number of full-time student enrolments was approximately 96,000,representing a year-on-year increase of approximately 11.0%,of which the number of full-time student enrolments of higher education was approximately 77,360,representing a year-on-year increase of

179、 approximately 16.3%.24Management Discussion and AnalysisEdvantage Group Holdings LimitedNumber of Student EnrolmentsThe table below sets out the number of student enrolments in the Groups schools for the years ended 31 August 2024 and 2023:For the year ended 31 August Number of Student Enrolments(a

180、pproximately)20242023 Higher Formal Vocational EducationHuashang College31,99029,300Huashang Vocational College21,81018,500Urban Vocational College21,80016,900Schools outside mainland China11,7601,800Secondary Formal Vocational EducationUrban Technician College11,17013,100Huashang Technical School7,

181、1006,500Note 1:Schools outside mainland China include GBCA,EIA,EIS and GBABS.25Annual Report 2024Management Discussion and AnalysisRange of Tuition Fees and Boarding FeesThe table below sets forth the range of tuition fees and boarding fees charged by the Groups schools to each student for the 2023/

182、2024 and 2022/2023 school years:2023/2024 school year2022/2023 school year2023/2024 school year2022/2023 school yearRMBRMBRMBRMBRange of tuition feesRange of boarding fees Higher Formal Vocational EducationHuashang CollegeRegular undergraduate programmes28,00048,00028,00048,0002,0004,8002,0004,800Up

183、grading programmes28,00039,00028,00038,0002,0004,8002,0004,800Huashang Vocational CollegeRegular junior college programmes18,50030,80017,50030,8001,8004,9801,8004,980Urban Vocational CollegeRegular junior college programmes9,80034,0009,80034,0001,2003,3001,2003,300Overseas Schools1AUD3,80025,000AUD3

184、,50026,000N/AN/ASecondary Formal Vocational EducationUrban Technician CollegeSecondary vocational education diploma programmes9,8009,8001,2002,0001,2002,000Huashang Technical SchoolSecondary vocational education diploma programmes11,50033,5008,80013,0001,8004,8002,0003,000Note 1:As the Groups overse

185、as schools do not provide accommodation for their students,only the range of tuition fees for the educational services provided by them are presented.26Management Discussion and AnalysisEdvantage Group Holdings LimitedFuture DevelopmentSkilled talents are indispensable for the formation of new quali

186、ty productive forces.Against the backdrop of rapid industrial iteration,the Group will focus on new trends in industrial development and optimise its professional layout in time to adapt to industrial reforms.At the same time,the Group will closely monitor and meet the needs of the talent market,str

187、engthen industrial research,and form a regional industrial development blueprint to provide a basis for dynamic adjustment of majors.According to the requirements of developing new quality productive forces,new majors will be established in a timely manner,while traditional majors will be upgraded a

188、nd reformed.Talent cultivation programmes will be adjusted in response to the trend of industrial upgrade,so as to actively promote the improvement of majors to become more innovative,efficient and environmental-friendly.Over the past year,we also witnessed the groundbreaking development of the new

189、generation of artificial intelligence technology,which brought new development opportunities for the Group.Looking forward,we will actively explore the use of artificial intelligence technology in education,so as to create innovative education models and improve operating efficiency.Meanwhile,we wil

190、l continue to leverage on the Groups edge on education accumulated over the years.Adhering to the strategy of high-quality development and talent development and based on the construction of Chinese-style modernisation,we will increase our investment in teaching and campus hardware,promote the integ

191、ration of industry and education,deepen exchanges and cooperation with global renowned colleges and universities,provide students with educational resources on par with international standards,and connect them with richer employment opportunities and entrepreneurial platforms,so as to provide a larg

192、e number of innovation-oriented and inter-disciplinary skillful application-oriented talents with an international perspective for the construction of the Chinas modernisation and promote the sustainable development of vocational education.Financial Review27Annual Report 2024RevenueThe Groups revenu

193、e mainly represents income derived from tuition fees and boarding fees for the education services provided in the normal course of business at its schools in and outside China,and non-formal vocational education service fees at its schools in the PRC.For the year ended 31 August 2024,the Group reven

194、ue was approximately RMB2,312.0 million,representing an increase of 17.2%as compared with the corresponding period of preceding year,which was mainly attributable to increase in number of students enrolled and average tuition fees from the schools in PRC.Cost of RevenueCost of revenue consists prima

195、rily of staff costs,education expenses,depreciation,property management expenses and others.For the year ended 31 August 2024,the Groups cost of revenue amounted to approximately RMB1,187.8 million,representing an increase of 24.4%as compared with the corresponding period of the preceding year.Gross

196、 Profit and Gross Profit MarginFor the year ended 31 August 2024,the Group recorded a gross profit of approximately RMB1,124.1 million,representing an increase of 10.4%as compared with the corresponding period of the preceding year.The growth was mainly attributable to the increase in number of stud

197、ent enrolments and average tuition fees.For the year ended 31 August 2024,the Group achieved a gross profit margin of 48.6%,representing a slight drop by 3.0 percentage points as compared with the corresponding period of the preceding year as the Group intends to continue improving the connotation c

198、onstruction of the schools and promote the high quality development of the schools,thus it was expected that the investment in teachers and students would be increasing.Other IncomeOther income consists primarily of management fee and rental income,government grants,school ancillary,system maintenan

199、ce and other service income and others.For the year ended 31 August 2024,the Group recorded other income of approximately RMB130.1 million,representing an increase of 23.9%as compared with the corresponding period of last year.It was mainly attributable to the increase in the education consultation

200、services and management services provided during the year ended 31 August 2024 for approximately RMB16.3 million.Interest IncomeFor the year ended 31 August 2024,the Group recorded approximately RMB25.8 million from interest income,representing an increase of 89.9%as compared with the corresponding

201、period of last year.It was mainly attributable to the increase of bank interest income from short-term deposits during the reporting period.28Financial ReviewEdvantage Group Holdings LimitedOther Gains and LossesOther gains and losses consist primarily of fair value change on financial assets at fai

202、r value through profit or loss(“FVTPL”),impairment loss recognised on trade and other receivables,recovery of trade receivables previously written-off,net foreign exchange gain or loss and fair value change of investment properties.For the year ended 31 August 2024,the Groups other gains and losses

203、were recorded at net loss of approximately RMB24.9 million,which was mainly attributable impairment losses under ECL model,net of reversal,of approximately RMB13.0 million and revaluation loss on of investment properties of approximately RMB15.9 million.Selling and Administrative ExpensesThe Groups

204、selling expenses consist of advertising expenses,recruiting expenses and salary expenses.For the year ended 31 August 2024,the Groups selling expenses amounted to approximately RMB56.4 million,representing about 2.4%of the revenue for the year ended 31 August 2024,representing a decrease as compared

205、 to that of 2.8%for the year ended 31 August 2023.The Groups administrative expenses primarily consist of administrative payroll,repair,maintenance and property management expenses,professional consulting fees,office expenses,depreciation,business development related expenses,other tax expenses and

206、others.For the year ended 31 August 2024,the Groups administrative expenses amounted to approximately RMB357.4 million,representing an increase of 21.4%as compared with the corresponding period of the preceding year.It was mainly attributable to the increases in administrative payroll in connection

207、with the engagement of additional administrative staff and senior management personnel by members of the Group and increases in repair,maintenance and property management expenses.Finance CostsThe Groups finance costs include any costs incurred by interest expenses on bank and other borrowings(after

208、 deducting amounts capitalised in the cost of property,plant and equipment).For the year ended 31 August 2024,the Group recorded finance costs of approximately RMB32.2 million,representing an increase of 22.6%as compared with the corresponding period of the preceding year,as less portion of the inte

209、rest expenses capitalised.The decrease in the interest expenses capitalisation was mainly due to the completion of some campuses constructions.Profit Before Taxation For the year ended 31 August 2024,the Group recorded a profit before taxation of approximately RMB809.0 million,representing an increa

210、se of 12.4%as compared with the corresponding period of the preceding year.TaxationFor the year ended 31 August 2024,the Group recorded approximately RMB4.9 million in taxation,representing a increase of 295.5%as compared with the corresponding period of the preceding year.As of 31 August 2024,the G

211、roup did not have any taxation related disputes with any authorities,or any other unresolved taxation issues.29Annual Report 2024Financial ReviewNon-IFRSs measure Adjusted net profit attributable to owners of the CompanyTo supplement the Groups consolidated results prepared and presented in accordan

212、ce with IFRSs,the Group uses adjusted net profit attributable to owners of the Company as an additional financial measure.Adjusted net profit attributable to owners of the Company is determined by adjusting profit for the year for the effect of net foreign exchange gain or loss,share-based payments,

213、fair value change on investment properties,non-cash impairment loss recognised under ECL model,and profit for the year attributable to non-controlling interests(if any).For the year ended 31 August 2024,the Groups adjusted net profit attributable to owners of the Company amounted to approximately RM

214、B746.7 million,representing an increase of 11.8%as compared with the corresponding period of the preceding year.For the year ended 31 August 20242023RMB000RMB000 Profit for the year804,121718,802Adjustments for:Fair value change on investment properties15,90029,131Non-cash impairment loss recognised

215、 under ECL model12,9958,512Net foreign exchange(gain)loss(401)5,513Share-based payments3,4686,299 31,96249,455 Adjusted net profit836,083768,257Less:profit for the year attributable to non-controlling interests(89,375)(100,432)Adjusted net profit attributable to owners of the Company746,708667,825 W

216、hilst adjusted net profit attributable to owners of the Company is not required by or presented in accordance with IFRSs,the management of the Company believes that such non-IFRSs financial measure provides useful supplementary information to investors in assessing the results of the Groups core bus

217、inesses by excluding the impact of certain fair value change on investment properties,non-cash impairment loss recognised under ECL model,foreign exchange loss and share-based payments.However,such unaudited non-IFRSs financial measure should be regarded as supplement to,and not substitute for,the G

218、roups financial results prepared in accordance with IFRSs.In addition,the definition of such non-IFRSs financial measure does not have a standardised meaning prescribed by IFRSs and therefore may not be comparable to similar measures presented by other companies,and may differ from similar terminolo

219、gy used by other companies.Accordingly,the use of such non-IFRSs measure has limitation as an analytical tool,and investors should not consider it in isolation form,or as a substitute for analysis of our results of operations or financial conditions as reported under IFRSs.30Financial ReviewEdvantag

220、e Group Holdings LimitedProperty,Plant and EquipmentAs of 31 August 2024,the Groups property,plant and equipment amounted to approximately RMB5,262.7 million,representing an increase of approximately 6.8%as compared with 31 August 2023.Such an increase was mainly attributable to(i)the construction o

221、f a new campus for Huashang Vocational College at Xinhui District,Jiangmen City,Guangdong Province,(ii)the construction of teaching facilities of Huashang College at Sihui District and Zengcheng District,Guangdong Province;and(iii)the construction of teaching facilities in Meishan,Sichuan Province.T

222、eaching and administrative building area to number of students ratio and site area to number of students ratioReference is made to the section titled“Regulatory requirements relating to the ratio of school site area/building area to the number of students”in the Prospectus and there has been no subs

223、tantive update since the position as of February 2019 as disclosed in the Prospectus.The relevant ratios for Huashang College and Huashang Vocational College for the school year 2023/2024 respectively are as below:As at31 August 2024 Teaching and administrative building area to number of studentsHua

224、shang College10.6Huashang Vocational College13.2Site area to number of studentsHuashang College25.7Huashang Vocational College27.2None of the Groups schools has received any yellow or red card from,or has been subject to any form of administrative penalty by competent education authorities in relati

225、on to its compliance with the teaching and administrative building area to number of students ratio and site area to number of students ratio.Capital ExpendituresFor the year ended 31 August 2024,the Group recorded approximately RMB390.1 million in capital expenditures,representing a decrease of 40.

226、1%as compared with the corresponding period of preceding year.The capital expenditures were mainly utilised for(i)the construction of the new Xinhui Campuses for Huashang Vocational College,(ii)construction of new teaching facilities on the Huashang College Sihui Campus and the new conference centre

227、,sports activity centre and experimental practice building on Guangzhou Campus and(iii)construction of new teaching facilities on Meishan Campus of Urban Vocational College and enhancement of the existing teaching facilities.31Annual Report 2024Financial ReviewSignificant InvestmentsFinancial Assets

228、 at FVTPLAs at 31 August 2024,the Groups financial assets at FVTPL amounted to approximately RMB213.7 million(2023:RMB12.4 million),being structured deposits issued by banks and financial institutions in the PRC.The increase was mainly attributable to the addition net off by the redemption during th

229、e reporting period.For the year ended 31 August 2024,the Group recorded a fair value change on financial assets at FVTPL of approximately RMB1.3 million(2023:RMB4.1 million).For the year ended 31 August 2024,no single investment in such structured deposits of the Group accounted for more than 5%of t

230、he total assets of the Group.Save as disclosed above,there was no significant investment held by the Group during the reporting period.Bank Balances and CashAs at 31 August 2024,the Groups bank balances and cash was approximately RMB2,122.1 million,representing an increase of 6.0%as compared with 31

231、 August 2023.Liquidity,Financial Resources and Gearing RatioAs at 31 August 2024,the Group had liquid funds(representing bank balances and cash and structured deposits recognised in financial assets at FVTPL)of approximately RMB2,335.8 million(2023:RMB2,015.2 million)and bank and other borrowings of

232、 approximately RMB1,672.2 million(2023:RMB1,815.5 million).As at 31 August 2024,the gearing ratio(calculated based on the total amount of bank and other borrowings divided by the total equity of the Group)was 34.5%(31 August 2023:42.9%)and the debt to asset ratio(calculated based on the total amount

233、 of bank and other borrowings divided by the total assets of the Group)was 18.4%(31 August 2023:21.4%).Foreign Exchange Risk ManagementFor the Groups operation in the PRC,the major revenue and expenses are denominated in RMB,while there are certain monetary assets and monetary liabilities that are d

234、enominated in Hong Kong dollars,which would expose the Group to foreign exchange risk.The Group currently does not have a foreign currency hedging policy.However,the management of the Company monitors foreign exchange exposure and will consider hedging significant foreign currency exposure when the

235、need arises.For the Groups operations outside the PRC,the major revenue and expenses are denominated in local currencies.32Financial ReviewEdvantage Group Holdings LimitedMaterial Acquisitions and DisposalsThe Group did not have any material acquisitions or disposals of subsidiaries,associates and j

236、oint ventures during the reporting period.Charges on the Groups AssetsAs at 31 August 2024,the Groups bank and other borrowings had been secured by the equity interests of a subsidiary,certain deposits of the Group and the rights to receive the tuition fees and boarding fees of each of Huashang Coll

237、ege,Huashang Vocational College and Urban Vocational College;also,details of the Groups secured bank and other borrowings are set out in note 26 to the consolidated financial statements contained herein.Save as disclosed above,there was no other material charge on the Groups assets as at 31 August 2

238、024.Contingent LiabilitiesAs at 31 August 2024,the Group had no significant contingent liabilities.Human ResourcesAs of 31 August 2024,the Group had approximately 8,200 employees.The Group offers competitive remuneration packages to the employees,which are determined in accordance with the relevant

239、laws and regulations of the local jurisdictions where the Group operates and the individual qualification,experience and performance of the relevant employees,as well as the prevailing salary levels in the market.In addition,the Group provides other comprehensive fringe benefits to the employees,inc

240、luding social insurance and mandatory provident funds in accordance with applicable laws and regulations.For the year ended 31 August 2024,the staff costs(including Directors remuneration)of the Group were approximately RMB803.1 million.Moreover,the Company has adopted the 2024 Share Option Scheme a

241、nd 2024 Share Award Scheme on 19 January 2024.Please refer to the circular of the Company dated 4 January 2024 for details of the aforementioned share schemes.Besides,the Group provides relevant training programs for employees based on their respective personal career developments.Disclosure under R

242、ule 13.18 of the Listing RulesOn 29 January 2024,a wholly-owned subsidiary of the Company as borrower(“Borrower”)entered into a loan agreement(“Loan Agreement”)with International Finance Corporation,a member of the World Bank Group,as lender(“Lender”)for a loan with a principal amount of RMB equival

243、ent of USD100,000,000 with a final maturity date on 15 June 2031(“Loan”).33Annual Report 2024Financial ReviewPursuant to the Loan Agreement,the Lender may demand mandatory prepayment of the entirety of the then outstanding amount of the Loan upon occurrence of any of the following events:1.Mr.Liu an

244、d Ms.Chen at any time and for any reason failing to own at least 51%of both the economic and voting interests in the Companys share capital(determined on a fully diluted basis);and2.Any person or group other than Mr.Liu and Ms.Chen having obtained the power(whether or not exercised)to elect a majori

245、ty of the board of directors of the Company or the Borrower.Upon occurrence of any of the above events,the Lender may issue a demand to the Borrower.Immediately upon receiving such demand,unless otherwise agreed in writing by the Lender,the Borrower shall prepay the then outstanding principal amount

246、 of the Loan,together with accrued interest,and all other amounts payable under the Loan Agreement.As of the date of entering into of the Loan Agreement and the date of this annual report,(i)Mr.Liu and Ms.Chen collectively directly and indirectly through their controlled corporation own not less tha

247、n 70%(excluding share options and unvested awarded shares in which they are interested or deemed to be interested)of the economic and voting interests in the Companys issued share capital;and(ii)no person or group other than Mr.Liu and Ms.Chen has obtained the power(whether or not exercised)to elect

248、 a majority of the board of directors of the Company nor the Borrower.Future Plans on Material Investments or Capital AssetsSave as disclosed in this annual report,the Group does not have any current concrete plan for material investments or capital assets.Teacher-to-student ratioReference is made t

249、o the section titled“Regulatory requirements relating to the teacher-to-student ratio”in the Prospectus and there has been no substantive update since the position as of February 2019 as disclosed in the Prospectus.For the year ended 31 August 2024,the teacher-to-student ratios of Huashang College a

250、nd Huashang Vocational College for the school year 2023/2024 both meet the standard compliance threshold of the basic school operating condition indicators of a higher education institution;and accordingly,none of the Groups schools in China has received any yellow or red card from,or has been subje

251、ct to any form of administrative penalty by competent education authorities in relation to its compliance with the teacher-to-student ratio.Corporate Governance Report34Edvantage Group Holdings LimitedThe Board is pleased to present this corporate governance report in the annual report of the Compan

252、y for the year ended 31 August 2024.CORPORATE GOVERNANCE PRACTICESThe Shares have been listed on the Stock Exchange since 16 July 2019.The Group is committed to maintaining high standards of corporate governance to safeguard the interests of Shareholders and to enhance corporate value and accountabi

253、lity.The Company has adopted the CG Code.During the financial year ended 31 August 2024 and up to the date of this annual report,the Company has fully complied with the code provisions set out in Part 2 of the CG Code.The Company will continue to review and enhance its corporate governance practices

254、 to ensure compliance with the CG Code.THE BOARD(1)ResponsibilitiesThe Board is accountable to Shareholders for the long-term performance of the Company and is responsible for the overall leadership of the Group.The Board oversees the Groups strategic decisions and monitors business and performance

255、of the Group.The Board has delegated the authority and responsibility for day-to-day management and operation of the Group to the senior management of the Group.To oversee particular aspects of the Companys affairs,the Board has established three Board committees including the Audit Committee,the Re

256、muneration Committee and the Nomination Committee.The Board has delegated to the Board committees responsibilities as set out in their respective terms of reference.All Board committees are provided with sufficient resources to perform their duties.All Directors shall ensure that they perform their

257、duties in good faith,in compliance with applicable laws and regulations,and in the interests of the Company and the Shareholders at all times.(2)Directors and Senior Managements Liability Insurance and IndemnityThe Company has arranged appropriate liability insurance to indemnify the Directors and s

258、enior management of the Company for their liabilities arising out of corporate activities.The insurance coverage will be reviewed on an annual basis.(3)Board CompositionAs at the date of this annual report,the Board comprises three executive Directors,one non-executive Director and three independent

259、 non-executive Directors.Executive DirectorsMr.Liu Yung Chau(Chairman)Ms.Chen Yuan,RitaMs.Liu Yi Man(Chief Executive Officer)35Annual Report 2024Corporate Governance ReportNon-executive DirectorMr.Liu Yung KanIndependent non-executive DirectorsMr.Xu GangMr.OYang WileyMr.Li JiatongMr.Liu and Ms.Chen

260、are spouses,Ms.Liu Yi Man is a daughter of Mr.Liu and Ms.Chan.Mr.Liu Yung Kan is a brother of Mr.Liu,brother-in-law of Ms.Chen,and uncle of Ms.Liu Yi Man.Save as disclosed above,there is no other relationship(including financial,business,family or other material/relevant relationship(s)among the Boa

261、rd members.During the financial year ended 31 August 2024 and up to the date of this annual report,the Board at all times met the requirements of Rules 3.10(1),3.10(2)and 3.10(A)of the Listing Rules relating to the appointment of at least three independent non-executive Directors with at least one i

262、ndependent non-executive Director possessing appropriate professional qualifications or accounting or related financial management expertise and the number of independent non-executive Directors represents at least one-third of the Board.Among the three independent non-executive Directors,Mr.OYang W

263、iley has appropriate professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2)of the Listing Rules.(4)Board Diversity PolicyPursuant to Rule 13.92 of the Listing Rules,the Nomination Committee(or the Board)shall have a policy concerning diversity

264、 of board members,and shall disclose the policy on diversity or a summary of the policy in the corporate governance report.The policy specifies that in designing the composition the Board,Board diversity shall be considered from a number of aspects,including but not limited to gender,age,cultural an

265、d educational background,professional qualifications,skills,knowledge,and industry and regional experience.The appointment of Directors will be based on meritocracy,and candidates will be evaluated against objective criteria,having due regard for the benefits of diversity of the Board.Selection of c

266、andidates will be based on a range of diversity perspectives,including but not limited to gender,age,cultural and educational background,professional experience,knowledge and skills.The composition of the Board will be disclosed in the Corporate Governance Report every year and the Nomination Commit

267、tee will supervise the implementation of this policy.The Nomination Committee will review the effectiveness of this policy,as appropriate,discuss any revisions that may be required,and recommend any such revisions to the Board for consideration and approval.36Corporate Governance ReportEdvantage Gro

268、up Holdings LimitedAs at the date of this annual report,the diversity of the Board is illustrated as follows.Further details on the biographies and experience of the Directors are set out on pages 15 to 18 of this annual report.PositionIndependent Non-executive DirectorFemale44 6060 or aboveMaleNon-

269、executive DirectorExecutive DirectorGenderAge group012345678The Nomination Committee has reviewed the membership,structure and composition of the Board,and is of the opinion that the structure of the Board is reasonable,and the experiences and skills of the Directors in various aspects and fields ca

270、n enable the Company to maintain a high standard of operation.To achieve diversity of Board members,the Company has adopted the“Board Diversity Policy”and the“Nomination Policy”which ensure that any potential successors to the Board will help enhance Board diversity,including but not limited to gend

271、er diversification.(5)Measurable ObjectivesThe Company aims to maintain an appropriate balance of diverse perspectives that are relevant to the Companys business growth.The Company is also committed to ensuring that recruitment and selection practices at all levels(from the Board downwards)are appro

272、priately structured so that a diverse range of candidates are considered.Details on the gender ratio of the Group together with relevant data can be found in the ESG Report of the Company for the year ended 31 August 2024 which will be published on 31 December 2024.The Nomination Committee will disc

273、uss periodically and when necessary,agree on the measurable objectives for achieving diversity,including gender diversity,on the Board and recommend them to the Board for adoption.In particular,the Nomination Committee will identify and make recommendations to the Board to implement programmes that

274、will assist in the development of a broader and more diverse pool of skilled and experienced employees that,in time,will prepare them for Board positions.At present,the Board has not set any measurable objectives.37Annual Report 2024Corporate Governance ReportThe Companys existing composition of Boa

275、rd and senior management are highly diverse in terms of gender,age,cultural and educational background,knowledge and professional experience.It reflects an appropriate mix of skills and experience that are relevant to the Groups strategy and business.(6)Confirmation of Independence by the Independen

276、t Non-executive DirectorsThe Company has received written annual confirmation from each independent non-executive Director of his independence pursuant to the requirements of the Listing Rules.The Company considers all independent non-executive Directors to be independent in accordance with the inde

277、pendence guidelines as set out in Rule 3.13 of the Listing Rules.Except that Mr.Liu(an executive Director)and Ms.Chen(an executive Director)are spouses,Ms.Liu Yi Man(an executive Director)is a daughter of Mr.Liu and Ms.Chen,and Mr.Liu Yung Kan(a non-executive Director)is a brother of Mr.Liu,brother-

278、in-law of Ms.Chen,and uncle of Ms.Liu Yi Man,none of the Directors has any personal relationship(including financial,business,family or other material/relevant relationship),with any other Director.All Directors,including independent non-executive Directors,have brought a wide spectrum of valuable b

279、usiness experience,knowledge and professionalism to the Board for its efficient and effective functioning.Independent non-executive Directors are invited to serve on the Audit Committee,the Remuneration Committee and the Nomination Committee.As regards the CG Code provision requiring Directors to di

280、sclose the number and nature of offices held in public companies or organisations and other significant commitments as well as their respective identity of the public companies or organisations and the time involved to the issuer,all of the Directors have agreed to disclose,and already disclosed the

281、ir commitments to the Company in a timely manner.(7)Induction and Continuous Professional Development Pursuant to the code provision C.1.4 of the CG Code,all Directors should participate in continuous professional development to develop and refresh their knowledge and skills to ensure that their con

282、tribution to the Board remains informed and relevant.Pursuant to the code provision C.1.1 of the CG Code,each newly appointed Director should receive a comprehensive,formal and tailored induction on appointment,and subsequently he/she should receive any briefing and professional development necessar

283、y to ensure that he/she has a proper understanding of the Companys operations and businesses and is fully aware of his/her responsibilities under statute and common law,the Listing Rules,legal and other regulatory requirements and the issuers business and governance policies.During the financial yea

284、r ended 31 August 2024 and up to the date of this annual report,the Directors were regularly briefed on the amendments to or updates on the relevant laws,rules and regulations.38Corporate Governance ReportEdvantage Group Holdings LimitedThe Directors are continually updated with legal and regulatory

285、 developments,and the business and market changes to facilitate the discharge of their responsibilities through various Board meetings,resolutions,memoranda and Board papers.According to the records maintained by the Company,the Directors received the following training with an emphasis on the roles

286、,functions and duties of a director of a listed company in compliance with the requirement of the Code on continuous professional development during the period from 1 September 2023 to 31 August 2024:DirectorsRead materialsAttend seminars/briefings Executive DirectorsLiu Yung ChauChen Yuan,RitaLiu Y

287、i ManNon-executive DirectorsLiu Yung KanIndependent Non-executive DirectorsXu GangOYang WileyLi Jiatong(8)Chairman and Chief Executive OfficerUnder the code provision C.2.1 of the CG Code,the roles of chairman and chief executive officer should be separate and performed by different individuals.Unde

288、r the current organisation structure of the Company,Mr.Liu is the chairman of the Board and Ms.Liu Yi Man is the chief executive officer of the Company.The Board and the senior management,which comprises experienced and high calibre individuals,can ensure balance of power and authority.As at the dat

289、e of this annual report,the Board comprises three executive Directors,one non-executive Director and three independent non-executive Directors.(9)Appointment and Re-Election of DirectorsMr.Liu Yung Kan,being the non-executive Director,has entered into a service contract with the Company for an initi

290、al term of three years commencing from the date of his appointment as a non-executive Director.The initial term of his service contract shall commence from the date of his appointment as a non-executive Director and continue for a period of three years or until the third annual general meeting of th

291、e Company since the Listing Date,whichever is earlier,and shall be automatically renewed for successive periods of three years(subject always to re-election as and when required under the Articles of Association),until terminated in accordance with the terms and conditions of the service contract or

292、 by either party giving to the other not less than three months prior notice in writing.39Annual Report 2024Corporate Governance ReportEach of Mr.Xu Gang and Mr.Li Jiatong,being the independent non-executive Directors,has entered into a letter of appointment with the Company for an initial term of t

293、hree years commencing from the date of their appointment as the independent non-executive Directors or until the third annual general meeting of the Company since the Listing Date,whichever is sooner,and Mr.OYang Wiley,being an independent non-executive Director,has entered into a letter of appointm

294、ent with the Company for an initial term of three years commencing from the date of his appointment as an independent non-executive Director(subject always to re-election as and when required under the Articles of Association)until terminated in accordance with the terms and conditions of the appoin

295、tment letter or by either party giving to the other not less than three months prior notice in writing.Save as disclosed above,none of the Directors has or is proposed to have entered into any service agreement or letter of appointment with any member of the Group(excluding agreements expiring or de

296、terminable by any member of the Group within one year without payment of compensation other than statutory compensation).In accordance with the Articles of Association,all Directors are subject to retirement by rotation at least once every three years and any new Director appointed to fill a casual

297、vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that meeting.The procedures and process of appointment,re-election and removal of Directors are set out in the A

298、rticles of Association.The Nomination Committee is responsible for reviewing the Board composition,monitoring and making recommendations to the Board on the appointment,re-election and succession planning of Directors,in particular the chairman of the Board and the chief executive officer of the Com

299、pany.40Corporate Governance ReportEdvantage Group Holdings Limited(10)Board Meetings and Committee MeetingsThe Company adopts the practice of holding Board meetings regularly,at least four times a year,and at approximately quarterly intervals.Both the Nomination Committee and the Remuneration Commit

300、tee shall meet at least once every year and the Audit Committee shall meet at least twice a year.Notices of not less than fourteen days are given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting.For other Bo

301、ard and committee meetings,reasonable notice is generally given.The agenda and accompanying Board papers are dispatched to the Directors or committee members at least three days before the intended date of the meeting to ensure that they have sufficient time to review the papers and be adequately pr

302、epared for the meeting.When Directors or committee members are unable to attend a meeting,they will be advised of the matters to be discussed and given an opportunity to make their views known to the chairman of the Board or the committee members prior to the meeting.Minutes of meetings are kept by

303、the Company Secretary with copies circulated to relevant Board or committee for comments and records.Minutes of the Board meetings and committee meetings are recorded in sufficient detail the matters considered by the Board and the committees and the decisions reached,including any concerns raised b

304、y the Board or committee members and dissenting views expressed.Draft minutes of each Board meeting and committee meeting are sent to the relevant Board or committee members for comments within a reasonable time after the date on which the meeting is held.The minutes of the Board meetings are open f

305、or inspection by Directors.The chairman of the Board also held a meeting on 29 November 2024 with all independent non-executive Directors without the presence of other Directors.41Annual Report 2024Corporate Governance ReportDuring the year ended 31 August 2024,the Board held four regular meetings a

306、t about quarterly intervals.As regards general meetings,the Company held an annual general meeting on 19 January 2024 and an extraordinary general meeting on 19 January 2024.A table summarising the Directors participation at the various Board meetings and committee meetings and the Companys general

307、meetings is set out below:Meetings held during the year ended 31 August 2024Regular Board MeetingsAdditional Board MeetingsAudit Committee MeetingsRemuneration Committee MeetingsNomination Committee MeetingsGeneral Meetings Executive DirectorsLiu Yung Chau4/42/3N/AN/AN/A2/2Chen Yuan,Rita4/41/3N/AN/A

308、N/A2/2Liu Yi Man4/42/3N/AN/AN/A2/2Non-Executive DirectorsLiu Yung Kan4/41/3N/AN/AN/A2/2Independent non-executive DirectorsXu Gang4/42/32/23/31/12/2Li Jiatong4/42/32/23/31/12/2OYang Wiley4/42/32/23/31/12/242Corporate Governance ReportEdvantage Group Holdings LimitedThe Board and each Director,upon re

309、asonable request,have access to independent professional advice to assist them in performing their duties to the Company,at the Companys expense.When needed and upon making request to the Board,Directors may obtain independent professional advice at the Companys expense in carrying out their duties.

310、According to the current Board practice,any transaction,which involves a conflict of interests between a substantial Shareholder or a Director and the Company,will be considered and dealt with by the Board at a duly convened Board meeting with the presence of the independent non-executive Directors

311、who have no material interest in the said transaction.Directors will be required to abstain from voting and will not be counted in the quorum at meetings for approving transactions in which such Directors or any of their associates have a material interest.The Company has maintained appropriate insu

312、rance cover in respect of legal action against its Directors and officers arising out of corporate activities.After the reporting period,three Board meetings were held on 30 September 2024,28 October 2024 and 29 November 2024 and the attendance record of the Board members is set out in the table bel

313、ow:DirectorsAttended/Eligible to attend Mr.Liu Yung Chau3/3Ms.Chen Yuan,Rita3/3Ms.Liu Yi Man3/3Mr.Liu Yung Kan3/3Mr.Xu Gang3/3Mr.OYang Wiley3/3Mr.Li Jiatong3/343Annual Report 2024Corporate Governance Report(11)Model Code for Securities TransactionsThe Company has adopted the Model Code as its own co

314、de of conduct regarding Directors securities transactions.Specific enquiry has been made of all the Directors and each of the Directors has confirmed that he/she has complied with the Model Code during the financial year ended 31 August 2024 and up to the date of this annual report.(12)Delegation by

315、 the BoardAll major matters of the Company are required to be considered and(if thought fit)approved by the Board,including approval and monitoring of all policy matters,overall strategies and budgets,internal control and risk management systems,material transactions(in particular those that may inv

316、olve conflict of interests),financial information,appointment of Directors and other significant financial and operational matters.Directors may seek independent professional advice in performing their duties at the Companys expense and are encouraged to access and to consult with the Companys senio

317、r management independently.The daily management,administration and operation of the Group are delegated to the senior management.The delegated functions and responsibilities are periodically reviewed by the Board to ensure that they remain appropriate to the Companys needs.Approval has to be obtaine

318、d from the Board prior to any significant transactions entered into by the management on the Companys behalf.(13)Corporate Governance FunctionThe Board recognizes that corporate governance should be the collective responsibility of Directors and has delegated the corporate governance duties to the A

319、udit Committee which include:(a)to develop and review the Groups policies and practices on corporate governance and make recommendations to the Board;(b)to review and monitor the training and continuous professional development of Directors and senior management of the Group;(c)to review and monitor

320、 the Groups policies and practices on compliance with legal and regulatory requirements;(d)to develop,review and monitor the code of conduct and compliance manual(if any)applicable to employees and Directors of the Group;and(e)to review the Groups compliance with the CG Code from time to time adopte

321、d by the Group and the disclosure in the Corporate Governance Report to be contained in the Companys annual reports.BOARD COMMITTEES(1)Nomination CommitteeAs at the date of this annual report,the Nomination Committee comprises three members,all of whom are independent non-executive Directors,namely

322、Mr.Xu Gang,Mr.OYang Wiley and Mr.Li Jiatong.Mr.Xu Gang is the chairman of the Nomination Committee.44Corporate Governance ReportEdvantage Group Holdings LimitedThe principal duties of the Nomination Committee include the followings:To review the structure,size and composition(including the skills,kn

323、owledge and experience)of the Board at least annually and to make recommendations on any proposed changes to the Board to complement the Companys corporate strategy;To develop the criteria for identifying and assessing the qualification of and evaluating candidates for directorship;To identify indiv

324、iduals who are suitably qualified to become a member of the Board and to select or make recommendations to the Board on the selection of individuals nominated for directorships;To assess the independence of independent non-executive Directors;To make recommendations to the Board on the appointment o

325、r re-appointment of Directors and succession planning for Directors,in particular the chairman of the Board and the chief executive of the Company;and To develop a policy concerning diversity of Board members,and disclose the policy or a summary of the policy in the corporate governance report.The N

326、omination Committee will assess the candidate or incumbent on criteria such as integrity,experience,skill and ability to commit time and effort to carry out the duties and responsibilities.The recommendations of the Nomination Committee will then be put to the Board for decision.Their written terms

327、of reference are available on the respective websites of the Stock Exchange and the Company.The Nomination Committee held one meeting during the year ended 31 August 2024.Individual attendance records of each member of the Nomination Committee are set out in the table on page 41 of this annual repor

328、t.After the reporting period,one meeting of the Nomination Committee was held on 29 November 2024 and the attendance record of the Nomination Committee members is set out in the table below:DirectorsAttended/Eligible to attend Mr.Xu Gang(Chairman)1/1Mr.OYang Wiley1/1Mr.Li Jiatong1/1In the meeting,th

329、e Nomination Committee reviewed and discussed the policy,procedure and criteria for nomination of the Directors,reviewed and discussed the Board diversity policy and discussed all measurable objectives set for implementing the Board diversity policy and the progress made towards meeting the measurab

330、le objective in the policy,assessed the independence of independent non-executive Directors,considered the re-appointment of the retiring Directors,reviewed the time commitment required from the non-executive Director and fulfilled duties as aforesaid required.45Annual Report 2024Corporate Governanc

331、e Report(2)Nomination PolicyThe appointment of a Director is made on the recommendations of the Nomination Committee and by approval of the Board or by the Shareholders at a general meeting either to fill a casual vacancy or as an addition to the Board.In assessing potential candidates for the Board

332、,the Nomination Committee considers a basket of factors,including but not limited to gender,age,cultural and educational background,professional qualifications and skills(including knowledge and experience),reputation for integrity,potential commitment in respect of available time and relevant inter

333、est,independence,Director succession plan,Board diversity policy and any measurable objectives for achieving diversity on the Board.The recommendations of the Nomination Committee are then put to the entire Board for decision.For the details of Board diversity policy and the measurable objectives,please refer to the paragraph headed“THE BOARD (4)Board Diversity Policy and(5)Measurable Objectives”a