TOPEDUCATION：INTERIMREPORT2025.pdf

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1、INTERIM REPORT 2025Innovation TowardsIntelligent EducationTOP EDUCATION GROUP LTDINTERIM REPORT 202501CORPORATE INFORMATIONBOARD OF DIRECTORSExecutive Director:Dr.Rongning XuMs.Xing Shi Huang(Deputy Chairperson)Mr.Qingquan YangNon-executive Directors:Dr.Amen Kwai Ping Lee(Chairperson)Mr.Yi DaiMr.Edw

2、ard ChiangIndependent non-executive Directors:Professor Steven SchwartzMr.Tianye WangMr.Jonathan Richard ODeaProfessor Dominic Robert Beresford Verity(appointed on 2 December 2024)Professor John Patrick Hearn(appointed on 1 November 2024 and ceased on 1 November 2024 following the passing away)AUDIT

3、 AND FINANCE COMMITTEEMr.Tianye Wang(Chairman)Professor Steven SchwartzMr.Jonathan Richard ODeaREMUNERATION COMMITTEEProfessor Steven Schwartz(Chairman)Mr.Tianye WangDr.Amen Kwai Ping LeeNOMINATION COMMITTEEMr.Jonathan Richard ODea(Chairman)Professor Steven SchwartzMs.Xing Shi HuangCHIEF EXECUTIVE O

4、FFICERDr.Rongning XuCOMPANY SECRETARYMs.Min YingAUTHORISED REPRESENTATIVESDr.Rongning XuMs.Min YingAUDITORSBaker Tilly Hong Kong LimitedLevel 8,K11 ATELIER Kings Road728 Kings Road,Quarry BayHong KongRSM Australia PartnersLevel 13,60 Castlereagh StreetSydney,NSW 2000AustraliaREGISTERED OFFICE,PRINCI

5、PAL PLACE OF BUSINESS AND HEAD OFFICE IN AUSTRALIASuite 1,Biomedical Building1 Central AvenueEveleigh,New South Wales 2015AustraliaPLACE OF BUSINESS IN HONG KONG REGISTERED UNDER PART 16 OF THE COMPANIES ORDINANCERoom 1916,19/FLee Garden One33 Hysan AvenueCauseway BayHong KongAUSTRALIA PRINCIPAL SHA

6、RE REGISTRARTop Education Group LtdSuite 1,Biomedical Building1 Central AvenueEveleigh,New South Wales 2015AustraliaHONG KONG SHARE REGISTRARComputershare Hong Kong Investor Services LimitedShops 1712 1716,17th FloorHopewell Centre183 Queens Road EastWanchaiHong KongCOMPANY WEBSITEwww.top.edu.auSTOC

7、K CODE1752TOP EDUCATION GROUP LTDINTERIM REPORT 202502MANAGEMENT DISCUSSION AND ANALYSISBusiness ReviewTop Education Group Ltd,trading as Australian National Institute of Management and Commerce(“IMC”)as well as Top Education Institute,is one of Australias primary and best-in-class private tertiary

8、education providers.TOP has been nationally registered with TEQSA and also approved in May 2018 for Self-Accrediting Authority by TEQSA in the Broad Field of Education in Management and Commerce from AQF levels 5 to 9,which includes bachelors and masters degree courses.In this Broad Field,TOPs Busin

9、ess School provides quality programs at both undergraduate and postgraduate levels.The relevant courses are also accredited by major professional bodies,such as ACCA,CPA Australia and CAANZ.TOP also founded the first Law School within a private higher education institute when both TEQSA and NSW LPAB

10、 officially accredited its Bachelor of Laws that enables its graduates to apply for admission as professional lawyers.Operational UpdatesHigher Education EnvironmentOver the past five years,the higher education sector in Australia and around the world has experienced significant upheaval due to unex

11、pected events.The pandemic from 2020 to 2023,the emergence of generative artificial intelligence(“AI”)since late 2023,and the changing government policies on international student flows within the broader context of migration have all played pivotal roles.While the pandemic initiated widespread remo

12、te learning and technological innovation,and generative AI has enhanced learning and teaching,the current political climate surrounding migration remains an immediate concern.In response to public unease about rising migration levels and their impact on rental accommodation costs,the Australian Gove

13、rnment proposed a recruitment cap on each higher education institution for 2025,targeting the(non-voting)international student cohort.Although the parliament ultimately did not approve the caps,other mechanisms related to the issuance of student visas have restricted the influx of international stud

14、ents into the Australian higher education system.With a federal election scheduled in the first half of 2025,and both major political parties advocating for reduced international student inflows,TOP is adopting a proactive and risk-minimising stance.International students enrolling in transnational

15、and pathway programs or those recruited into postgraduate research courses are expected to remain uncapped.This sets a strategic agenda for TOP.Additionally,developing new courses aimed at the domestic student market will help mitigate any negative impact of a post-election cap on international stud

16、ents.New Courses DevelopmentFollowing a thorough market and competitor analysis,TOP has identified new fields where AI has the least impact.These courses are currently under development.As they fall outside TOPs self-accrediting authority,they will be submitted to TEQSA for accreditation assessment

17、in the first quarter of 2025.The first offerings of these new courses are scheduled for the 2025-2026 financial year.In November 2024,the Academic Board approved a comprehensive PhD proposal for submission to TEQSA for accreditation.The PhD will focus on education and leadership,incorporating an ind

18、ustry-oriented research component.Additionally,the Academic Board approved the reintroduction of the Master of Business Research,providing a qualifying pathway for applicants who require extensive research training before undertaking PhD-level research.To oversee the governance and integrity of the

19、PhD program,a new sub-committee of the Academic Board,the Research Committee,is under establishment.The Research Committee will be composed of two independent experts in doctoral research and a research integrity officer.A course in Digital Business for undergraduate,specialising in digital marketin

20、g and supply chain management,is currently under development.Furthermore,a micro-credential in Environmental,Social,and Governance(ESG)standards for business is ready and will be launched in the first half of 2025.This is the first micro-credential fully developed by TOP,available entirely online an

21、d self-paced,with an AI bot that provides feedback on learners progress through knowledge checks and final assessments.TOP EDUCATION GROUP LTDINTERIM REPORT 202503MANAGEMENT DISCUSSION AND ANALYSISAccreditationsFollowing a review by the NSW Legal Practitioners Admission Board and an independent expe

22、rt assessment,TOPs Bachelor of Laws was unconditionally reaccredited for five years in October 2024.This significant achievement makes TOP the only non-university higher education provider in the private sector offering an accredited law course,providing to professional certification for practising

23、lawyers.In September 2024,the joint professional accounting bodies reaccredited TOPs suite of three undergraduate accounting courses and four postgraduate accounting courses for five years,valid until 31 December 2029.The suite of general and specialised MBA courses underwent an internal reaccredita

24、tion review under TOPs self-accrediting authority in the second half of 2024.In addition to a thorough internal review,two external academics were commissioned to review the course,with a report due in early 2025.Transnational and Pathway ProgramsTOP has long-term cooperation with Chinese partner in

25、stitutions such as Guangxi University of Finance and Economics and Shandong Polytechnic College to provide student pathway programs.These programmes enhance TOPs global reach and provide students with valuable international experience.Recently,discussions with Liaocheng University have focused on es

26、tablishing a pathway program where students start their accounting course at Liaocheng University and complete it at TOP,qualifying for provisional membership of CPA Australia.In December 2024,TOP and the College of Allied Educators in Singapore signed a Memorandum of Understanding to further explor

27、e opportunities in Singapore market.Interstate CampusesTOPs regional campus in Perth(Western Australia)has quickly developed into a successful education venture.Since its operations in 2023,it has grown to match the student cohort size of TOPs principal campus in Sydney.Teaching and Learning and Sta

28、ff Satisfaction SurveysThe results from a teaching and non-teaching staff survey at TOP were released in July 2024 with satisfactory results.Almost 90%of academic respondents expressed a sense of professional competence in their teaching roles.Over two-thirds of respondents felt confident and famili

29、ar with processes of identifying at-risk students and academic integrity and felt competent to use existing technology to enhance learning.For non-teaching staff,96%of respondents agreed or strongly agreed that feedback from direct supervisors helped their growth and development.Flexible working hou

30、rs and strong support from direct supervisors also scored high.Data Management and SecurityTOPs information technology section has built a data security framework consistent with ISO27001,an internationally recognised standard for managing information security.TEQSA emphasises the importance of prot

31、ecting student data and aligning with ISO27001,which can be demonstrated through external assessment to provide assurance.The emergence of AI has introduced new data security challenges.Staff using free public AI systems(e.g.,ChatGPT)can accidentally expose sensitive organisational data through thei

32、r prompts and interactions.The planned implementation of a licensed enterprise AI solution with proper security controls will help protect TOPs confidential information.TOP EDUCATION GROUP LTDINTERIM REPORT 202504MANAGEMENT DISCUSSION AND ANALYSISTuition FeeAnnual tuition fee increases will be cappe

33、d at 15%and increases over any three-year period will not exceed 30%.The tuition fee increase is determined by the management teams subject to market conditions.During the Reporting Period,the tuition fee had remained unchanged compared to the corresponding period in the last financial year.Internat

34、ionalDomesticCourse Name2025AUD$2024AUD$2025AUD$2024AUD$Diploma in Applied Finance and Accounting21,00021,00017,20017,200Associate Degree of Applied Finance and Accounting42,00042,00034,40034,400Bachelor of Applied Finance and Accounting63,00063,00051,60051,600Diploma of Business21,00021,00015,00015

35、,000Associate Degree of Business42,00042,00030,00030,000Bachelor of International Business63,00063,00045,00045,000Bachelor of Accounting and Data Assurance72,00051,600Graduate Certificate in Accounting11,96011,9608,6008,600Graduate Certificate in Business11,96011,9608,6008,600Graduate Certificate in

36、 Business Management11,96011,9608,6008,600Graduate Certificate in Data Analytics13,20013,2008,6008,600Graduate Certificate in Financial Technologies Management11,96011,9608,6008,600Graduate Diploma of Accounting23,92023,92017,20017,200Graduate Diploma of International Business23,92023,92017,20017,20

37、0Graduate Diploma of Marketing23,92023,92017,20017,200Graduate Diploma of Business Administration23,00023,00017,20017,200Graduate Diploma of Data Analytics26,40026,40017,20017,200Graduate Diploma of Financial Technologies Management23,92023,92017,20017,200Master of Accounting Practice35,88035,88025,

38、80025,800Master of Professional Accounting35,88035,88025,80025,800Master of Professional Accounting Services47,84047,84034,40034,400Master of Business Administration(16 units)46,00046,00034,40034,400Master of Business Administration(12 units)49,50049,50025,80025,800Master of Business Administration(

39、Business Analytics)46,00046,00034,40034,400Master of Business Administration(Digital Business Applications)46,00046,00034,40034,400Master of Business Administration(FinTech Management)46,00046,00034,40034,400Master of Business Administration(Professional Accounting)46,00046,00034,40034,400Master of

40、Data Analytics52,80052,80034,40034,400Master of Accounting Intelligence47,84047,84034,40034,400Master of Applied Financial Technology and Blockchain47,84047,84034,40034,400Master of Big Data Auditing47,84047,84034,40034,400Master of Taxation(with Data Analysis and Artificial Intelligence)47,84047,84

41、034,40034,400Master of International Business35,88035,88025,80025,800Master of Marketing35,88035,88025,80025,800Bachelor of Laws96,00096,00048,00048,000 TOP EDUCATION GROUP LTDINTERIM REPORT 202505MANAGEMENT DISCUSSION AND ANALYSISFinancial ReviewRevenueRevenue represents the value of services rende

42、red during the Reporting Period.The Group derives revenue primarily from tuition fees.The Groups revenue increased by approximately 16.5%from approximately AUD$13.7 million for the six months ended 31 December 2023 to approximately AUD$16.0 million for the six months ended 31 December 2024.A breakdo

43、wn of revenue is shown below:Six months ended 31 December20242023Change(Unaudited)(Unaudited)AUD$000AUD$000%Course fee income14,97012,767+17.3%Other service fee income1,046978+7.0%16,01613,745+16.5%The increase in revenue was mainly due to the increase in student enrolment and the increase in other

44、service fees.Tuition fees contributed over 93.5%of the Groups revenue while other service fee represented approximately 6.5%of the revenue.Cost of RevenueCost of revenue consists primarily of staff costs,depreciation and amortisation,office expenses,consultation,and student related costs.Cost of rev

45、enue increased by approximately AUD$1.3 million,or 16.5%,from approximately AUD$8.1 million for the six months ended 31 December 2023 to approximately AUD$9.4 million for the six months ended 31 December 2024.The increase in cost of revenue was consistent with the increase in student enrolments,and

46、mainly due to(i)the increase in agent commission and student related expenses,and(ii)the increase in employment expenses.Gross Profit and Gross Profit MarginGross profit increased by approximately 16.6%from AUD$5.7 million for the six months ended 31 December 2023 to AUD$6.6 million for the six mont

47、hs ended 31 December 2024,and the gross profit margin remains stable at approximately 41.3%for the six months ended 31 December 2024 and 31 December 2023.Other Income and GainsOther income increased by 54.62%from approximately AUD$1.0 million for the six months ended 31 December 2023 to approximatel

48、y AUD$1.6 million for the six months ended 31 December 2024.The increase primarily resulted from the increase in interest income.TOP EDUCATION GROUP LTDINTERIM REPORT 202506MANAGEMENT DISCUSSION AND ANALYSISAdministrative ExpensesAdministrative expenses primarily consist of the salaries and other be

49、nefits for general and administrative staff,office-related expenses,depreciation and public company expenses.Administrative expenses increased by 16.5%from approximately AUD$3.7 million for the six months ended 31 December 2023 to approximately AUD$4.4 million for the six months ended 31 December 20

50、24.This increase was primarily due to the increase in office operation,consulting and employee related expenses.Advertising and Marketing ExpensesAdvertising and marketing expenses primarily consisted of salaries and other benefits for recruitment and marketing staff,advertising expenses and student

51、 recruitment expenses.Advertising and marketing expenses increased by approximately 14.0%from approximately AUD$1.2 million for the six months ended 31 December 2023 to approximately AUD$1.3 million for the six months ended 31 December 2024.The increase was primarily due to the increase in employmen

52、t related expenses.Finance CostsFinance costs represent the interest expense on the lease liabilities.Finance costs remain stable at AUD$0.4 million for the six months ended 31 December 2024 and six months ended 31 December 2023.Profit for the Reporting PeriodAs a result of the above factors,the net

53、 profit for the reporting period of the Group increased by approximately 50.1%from approximately AUD$1.0 million for the six months ended 31 December 2023 to approximately AUD$1.6 million for the six months ended 31 December 2024.Capital ExpenditureOur capital expenditures for the six months ended 3

54、1 December 2024 were approximately AUD$0.3 million,consisted primarily of expenditures on(i)registration and other development,(ii)course development,(iii)plant and equipment,(iv)classroom equipment and office and(v)teachers reference books.Liquidity,Financial Resources and Gearing RatioAs at 31 Dec

55、ember 2024,the Group had cash on hand of AUD$46.6 million(30 June 2024:AUD$44.1 million)with no bank borrowings(30 June 2024:nil).During the six months ended 31 December 2024,the Group financed our working capital requirements and capital expenditures principally through net cash inflows from operat

56、ing activities.As at 31 December 2024,the gearing ratio,which is calculated on the basis of total borrowing and total equity of the Group was 0%(30 June 2024:0%).TOP EDUCATION GROUP LTDINTERIM REPORT 202507MANAGEMENT DISCUSSION AND ANALYSISSignificant Investments,Acquisitions and DisposalsSave as di

57、sclosed in this report,there were no other significant investments held,material acquisitions or disposals of subsidiaries,associates and joint ventures during the Reporting Period,nor any plan authorized by the Board for other material investments or additions of capital assets during the six month

58、s ended 31 December 2024.Foreign Exchange Risk ManagementThe functional currency of the Group is AUD.The majority of the Groups revenue and expenditures are denominated in AUD,except that certain expenditures are denominated in HKD.As at 31 December 2024,certain bank balances and payables were denom

59、inated in USD and HKD.The Group did not use any financial instruments for hedging purposes.However,the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure when the need arises.Charges on the Groups AssetsThere were no charges on the Groups as

60、sets as at 31 December 2024(30 June 2024:Nil).Contingent LiabilitiesAs at the end of Reporting Period,the Group did not have any significant contingent liabilities.Employment And Remuneration PoliciesDuring the six months ended 31 December 2024,including academic staff,the Company employed 123 staff

61、(six months ended 31 December 2023:106).The remuneration packages of the employees of the Company are determined with reference to their qualification,working experience,performance,contribution to the Company and prevailing market rate.The Companys remuneration policy is formulated under the guidan

62、ce of the Australian Law,industry award as well as various market factors.The Company pays its permanent staff with a basic annual salary plus superannuation and other standard entitlements under Australian employment law;and pays its casual staff on a sessional basis with an hourly basis plus stand

63、ard entitlements.A Remuneration Committee was set up for reviewing the Companys remuneration policy and structure for all Directors and senior management of the Company,having regard to the Companys operating results,individual performance of the Directors and senior management and comparable market

64、 practices.None of the Directors will determine their own remuneration.The Directors and senior management may also receive shares and/or options to be granted under the Share Option Scheme and/or Share Award Scheme.The Company places great importance on the continuing development of professional kn

65、owledge and skills for our employees.The Company believes that the continued growth and success of our business is built upon employee excellence and their ability to provide quality services to our students and corporate clients.This commitment to excellence is integral to our goal of retaining a q

66、uality and skilled core workforce.The Company strongly encourages all employees to participate in systematic training and professional development.In addition,the Company provides comprehensive training programs to ensure that employees have the training required to fulfil the continuous professiona

67、l training requirements of their respective profession.TOP EDUCATION GROUP LTDINTERIM REPORT 202508OTHER INFORMATIONInterim DividendThe Board does not recommend an interim dividend in respect of the six months ended 31 December 2024(six months ended 31 December 2023:HK0.1 cents).Purchase,Sales or Re

68、demption of Listed Securities of the CompanyDuring the Reporting Period,neither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Companys listed securities.Use of Net Proceeds From the Companys ListingNet proceeds from the Listing(including the over-allotment option and

69、after deducting underwriting fee and relevant expenses)amounted to approximately HK$171.7 million or AUD$30 million.As at 31 December 2024,a total amount of approximately HK$122.3 million of the net proceeds had been used by the Company according to the allocation set out in the announcement dated 2

70、7 February 2020:PurposePercentage to total amountNet proceedsHK$(million)Utilised Amount as at 31 December 2024 HK$(million)Unutilised amount as at 31 December 2024 HK$(million)Expected timeline for utilising the unutilised amount(1)Acquiring or investing in educational groups/institutions in the PR

71、C and in Australia41.0%70.421.049.4by the end of 2025(2)Developing“Intelligent Education”,which includes utilising digital education solutions for course contents,infrastructure of campuses and offices,and teaching and learning method27.8%47.847.8Upgrading TOPs existing campus9.4%16.116.1Expanding T

72、OPs campus locations5.5%9.59.5Establishing virtual student experience centre0.6%1.01.0Expanding TOPs research program and developing PhD towards our strategic goal3.1%5.35.3Expanding TOPs marketing activities4.4%7.67.6Working capital and general corporate purposes8.2%14.014.0 Total100.0%171.7122.349

73、.4 Note:(1)The expected timeline for utilising the remaining amount of proceeds is based on the best estimation made by the Group.It will be subject to change based on the current and future development of market and environment conditions.(2)The unutilised proceeds are currently expected to be used

74、 by the end of 2025 and the delay in the use of such proceeds is primarily due to additional time required for(i)conducting detailed research and feasibility studies on potential investment targets,and(ii)discussions and negotiations regarding potential cooperative opportunities and commercial uncer

75、tainties under current complex,uncertain and volatile domestic and international environments.TOP EDUCATION GROUP LTDINTERIM REPORT 202509OTHER INFORMATIONAudit and Review of Financial InformationThe Audit and Finance Committee reviewed the unaudited financial statements and the interim report of th

76、e Group for the six months ended 31 December 2024,including the accounting principles and practices adopted by the Group.Directors and Chief Executives Interests and Short Positions in Shares,Underlying Shares and DebenturesAs at 31 December 2024,the interests and short positions of the Directors an

77、d chief executives of the Company in the Shares,underlying Shares and debentures of the Company(within the meaning of Part XV of the SFO),as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange p

78、ursuant to the Model Code,were as follows:Name of Director/Chief ExecutiveCapacity/Nature of interestNumber of Shares and Underlying Shares(1)Approximate%of Shareholding in the Company(2)Dr.Rongning XuBeneficial owner7,294,274(3)0.29%Ms.Xing Shi HuangExecutor or administrator348,826,000(4)14.31%Dr.A

79、men Kwai Ping LeeBeneficial owner150,302,0006.16%Professor Steven SchwartzBeneficial owner3,892,000(5)0.15%Mr.Qingquan YangBeneficial owner(6);interest in controlled corporation(6)365,764,00015.01%Notes:(1)All interests stated are long positions.(2)The calculation is based on the total number of 2,4

80、36,394,000 Shares in issue as at 31 December 2024.(3)This represents Dr.Rongning Xus entitlement to receive up to 1,294,274 Shares pursuant to the exercise of options granted to her under the Share Option Scheme,subject to the conditions(including vesting conditions)of those options,and the entitlem

81、ent to receive up to 6,000,000 Shares pursuant to the exercise of Awarded Shares granted to her under the Share Award Scheme,subject to the conditions(including vesting conditions)of those Awarded Shares.(4)Ms.Xing Shi Huang is the widow of the late Dr.Zhu,who beneficially owned 228,506,000 Shares a

82、nd the entitlement to receive up to 120,320,000 Shares pursuant to the exercise of performance rights granted to Dr.Zhu under the Pre-IPO Performance Rights Plan.Such Shares and entitlement form part of Dr.Zhus estate.Pursuant to letters of administration granted by the Supreme Court of New South Wa

83、les on 24 January 2022,Ms.Huang was appointed as administrator of Dr.Zhus estate.As such,Ms.Huang is deemed to be interested in the 348,826,000 Shares within the meaning of Part XV of the SFO.(5)This represents 3,892,000 Shares beneficially owned by Professor Steven Schwartz which have been issued t

84、o him pursuant to the exercise of vested performance rights granted to him under the Pre-IPO Performance Rights Plan,subject to the conditions(including vesting conditions)of those rights.(6)Mr.Qingquan Yang directly holds 153,862,000 Shares and Billion Glory,which is wholly-owned by Mr.Yang,directl

85、y holds 211,902,000 Shares.Accordingly,Mr.Yang is deemed to be interested in 211,902,000 Shares held by Billion Glory by virtue of the disclosure requirements of the SFO.Save as disclosed above,as at 31 December 2024,none of the Directors and chief executives of the Company had registered an interes

86、t or short position in the Shares,underlying Shares or debentures of the Company and its associated corporations(within the meaning of Part XV of the SFO)that was required to be recorded pursuant to section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the

87、 Model Code.TOP EDUCATION GROUP LTDINTERIM REPORT 202510OTHER INFORMATIONSubstantial Shareholders Interests and Short Positions in Shares and Underlying SharesAs at 31 December 2024,so far as the Directors are aware,the following persons(other than Directors or chief executives of the Company)or cor

88、porations have interests or short positions in the Shares and the underlying Shares of the Company which were required to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO,or which were recorded in the register required to be kept under section 336 of the SFO

89、:Name of ShareholderNature of InterestPositionNumber of SharesApproximate percentage(1)Ms.Shuling ChenInterest of a spouse(2)Long365,764,00015.01%Billion GloryBeneficial ownerLong211,902,0008.69%Tristar UnitedBeneficial ownerLong150,002,0006.15%Ms.Josephine Kam Shan LamInterest of a spouse(3)Long150

90、,302,0006.16%Guoli MinshengBeneficial ownerLong351,180,00014.41%PwC AustraliaBeneficial owner(4)Long264,708,00010.86%Minsheng Education GroupInterest in a controlled corporation(5)Long209,000,0008.57%Mr.Jian Ying HangInterest in a controlled corporation(6)Long351,180,00014.41%Mr.Qiu Wen LuInterest i

91、n a controlled corporation(6)Long351,180,00014.41%Notes:(1)The calculation is based on the total number of 2,436,394,000 Shares in issue as at 31 December 2024.(2)Ms.Shuling Chen is the spouse of Mr.Qingquan Yang and is deemed to be interested in the shareholding interests of Mr.Yang by virtue of th

92、e disclosure requirements of the SFO.(3)Ms.Josephine Kam Shan Lam is the spouse of Dr.Amen Kwai Ping Lee and is deemed to be interested in the shareholding interests of Dr.Lee by virtue of the disclosure requirements of the SFO.(4)PwC Nominees is the registered owner of the Shares and holds the Shar

93、es as a bare trustee for PwC Australia as the sole beneficiary of a trust under a trust arrangement between PwC Nominees and PwC Australia.Accordingly,PwC Australia is deemed to be interested in 264,708,000 Shares held by PwC Nominees as nominee and bare trustee by virtue of the disclosure requireme

94、nts of the SFO.(5)Minsheng Education Group is the sole shareholder of Minsheng Development which directly holds 209,000,000 Shares,and accordingly,Minsheng Education Group is deemed to be interested in 209,000,000 Shares held by Minsheng Development by virtue of the disclosure requirements of the SF

95、O.(6)Mr.Jian Ying Hang and Mr.Qiu Wen Lu jointly hold approximately 55.09%in Guoli Minsheng and Guoli Minsheng directly holds 351,180,000 Shares.Accordingly,Mr.Jian Ying Hang and Mr.Qiu Wen Lu are deemed to be interested in 351,180,000 Shares held by Guoli Minsheng by virtue of the disclosure requir

96、ements of the SFO.TOP EDUCATION GROUP LTDINTERIM REPORT 202511OTHER INFORMATIONPre-Ipo Performance Rights Plan,Share Option Scheme and Share Award SchemeThe Company has adopted Pre-IPO Performance Rights Plan,Share Option Scheme and Share Award Scheme for the purpose of motivating eligible participa

97、nts to optimise their future contributions to the Company and/or to reward them for their past contributions.Pre-IPO Performance Rights PlanThe following sets out movements in the Pre-IPO Performance Rights granted under the Pre-IPO Performance Rights Plan during the Reporting Period:GranteeBalance

98、as at 30 June 2024(number of underlying Shares)Granted during the Reporting PeriodExercised during the Reporting PeriodLapsed/cancelled during the Reporting PeriodBalance as at 31 December 2024(number of underlying Shares)DirectorsDr.Minshen Zhu(deceased)(ceased on 28 April 2021)120,320,000120,320,0

99、00Prof.Steven SchwartzProf.John Patrick Hearn(deceased)(appointed and ceased on 1 November 2024)2,066,0002,066,000Former Council MembersProf.Stephen Nicholas2,066,0002,066,000Dr.Le Ma462,000462,000 As disclosed in the Companys announcement dated 30 April 2021,Dr.Minshen Zhu passed away on 28 April 2

100、021.Pursuant to the Pre-IPO Performance Rights Plan Rules(as modified by the offer letter from the Company to Dr.Zhu dated 10 June 2017),Dr.Zhu was considered to be a Good Leaver.The Board has determined to issue a Non-Lapse Notice on 27 May 2021 that all of Dr.Zhus unvested Pre-IPO Performance Righ

101、ts as of the date of the Non-Lapse Notice,being 60,160 Pre-IPO Performance Rights(equivalent to 120,320,000 Shares upon the full exercise of such rights),have not lapsed and all Vesting Conditions in respect of such rights are deemed to have been satisfied.Such rights form part of Dr.Zhus estate.The

102、 Pre-IPO Performance Rights granted to the grantees other than Dr.Minshen Zhu will be vested during a 3-year period,during which 33%of the total rights will be vested in each year.The grantee may exercise in whole or in part of all vested Pre-IPO Performance Rights at any time during the 15 years co

103、mmencing from the date the Pre-IPO Performance Rights were issued.The grantees of the performance rights granted under the Pre-IPO Performance Rights Plan above is/are not required to pay for the grant of any performance rights under the Pre-IPO Performance Rights Plan.Save and except as disclosed a

104、bove,no other rights have been granted or agreed to be granted by the Company under the Pre-IPO Performance Rights Plan.A summary of the principal terms of the Pre-IPO Performance Rights was disclosed in the section headed“Report of the Directors”of the 2024 Annual Report of the Company.TOP EDUCATIO

105、N GROUP LTDINTERIM REPORT 202512OTHER INFORMATIONShare Option SchemeEmployee Share OptionsOn 18 July 2018(“Date of Grant”),the Company granted share options to subscribe for a total of 25,781,938 Shares under the Share Option Scheme to the eligible employees(the“Employee Share Options”),among which,

106、the options to subscribe for 1,294,274 Shares were granted to Dr.Rongning Xu,an executive Director,and to Ms.Sumeng Cao,a former executive Director,respectively.The share options granted to Ms.Sumeng Cao lapsed on 10 December 2021.The consideration for the acceptance of the Employee Share Options wa

107、s AUD$1.00.The exercise price of the Employee Share Options granted is HK$0.560,which represents no less than the highest of the following:(i)the closing price of HK$0.540 per Share as stated in the Stock Exchanges daily quotation sheet on the Date of Grant;(ii)the average of the closing prices as s

108、tated in the Stock Exchanges daily quotation sheets for the five business days immediately preceding the Date of Grant of HK$0.560 per Share;and(iii)the nominal value of the Share.The validity period of the Employee Share Options is 10 years from the Date of Grant,i.e.from 18 July 2018 to 17 July 20

109、28(both days inclusive),and the Employee Share Options shall lapse at the expiry of the validity period.The Employee Share Options shall be vested in three tranches in accordance with the following dates:(i)up to 33.33%of the Employee Share Options shall be vested to each Grantee at any time after e

110、xpiration of 12 months from the Date of Grant,i.e.17 July 2019;(ii)up to 33.33%of the Employee Share Options shall be vested to each Grantee at any time after expiration of 24 months from the Date of Grant,i.e.17 July 2020;(iii)up to 33.34%of the Employee Share Options shall be vested to each Grante

111、e at any time after expiration of 36 months from the Date of Grant,i.e.17 July 2021.Details of the movement of Employee Share Options granted under the Share Option Scheme for six months ended 31 December 2024 are as follows:GranteeBalance as at 1 July 2024Granted during the Reporting PeriodExercise

112、d during the Reporting PeriodLapsed/cancelled during the Reporting PeriodBalance as at 31 December 2024 Dr.Rongning Xu1,294,2741,294,274Employees in aggregate13,796,95913,796,959 Total15,091,23315,091,233 Agent Share OptionsOn 11 November 2021(the“Grant Date”),the Company granted share options to su

113、bscribe for a total of 48,600,000 Shares under the Share Option Scheme to the eligible student recruitment agents(the“Agent Share Options”).The Grantees are third-party education consultancy services who play an important role in promoting the Institutes and the courses offered to prospective studen

114、ts,and assisting students with application process and other aspects of student life in the Institutes.The Board believes that the grant of the Agent Share Options to the Grantees will incentivise them to put additional effort in promoting the Institutes brand influence in Australia and overseas mar

115、kets,which will ultimately expand and increase market share of the Company.The closing price of the Shares on 10 November 2021,being the date immediately before the Grant Date,was HK$0.16 per Share.TOP EDUCATION GROUP LTDINTERIM REPORT 202513OTHER INFORMATIONThe consideration for the acceptance of t

116、he Agent Share Options was AUD$1.00.The exercise price of the Agent Share Options granted is HK$0.200,which represents(i)a premium of approximately 23.5%to the closing price of HK$0.162 per Share as stated in the Stock Exchanges daily quotation sheet on the Grant Date;and(ii)a premium of approximate

117、ly 16.0%to the average closing price of HK$0.172 per Share as stated in the Stock Exchanges daily quotation sheets for the five business days immediately preceding the Grant Date.The validity period of the Agent Share Options is 10 years from the Grant Date,i.e.from 11 November 2021 to 10 November 2

118、031(both days inclusive),and the Agent Share Options shall lapse at the expiry of the validity period.Subject to the vesting conditions of the Share Option Scheme and as set out in the respective letters of grant issued,the Agent Share Options shall be vested in three tranches in accordance with the

119、 following dates:(i)up to 30%of the Agent Share Options shall be vested to each Grantee at any time after the expiry of 14 months and 5 days from the Grant Date,i.e.on 16 January 2023;(ii)up to 30%of the Agent Share Options shall be vested to each Grantee at any time after the expiry of 26 months an

120、d 5 days from the Grant Date,i.e.on 16 January 2024;(iii)up to 40%of the Agent Share Options shall be vested to each Grantee at any time after the expiry of 38 months and 5 days from the Grant Date,i.e.on 16 January 2025.Details of the movement of Agent Share Options granted under the Share Option S

121、cheme for six months ended 31 December 2024 are as follows:GranteeBalance as at 1 July 2024Granted during the Reporting PeriodExercised during the Reporting PeriodLapsed/cancelled during the Reporting PeriodBalance as at 31 December 2024 KTM Consulting Pty Ltd4,760,0004,760,000Newstars Education Cou

122、nselors Pty Ltd2,720,0002,720,000Aussie Professional Group Pty Ltd2,720,0002,720,000The trustee for Austop Capital Holdings Unit Trust2,100,0002,100,000A.C.I.C.Pty Ltd2,100,0002,100,000Monkey King Student Service Centre Pty Ltd1,000,0001,000,000 Total15,400,00015,400,000 Save and except as disclosed

123、 above,no other options have been granted or agreed to be granted by the Company under the Share Option Scheme.A summary of the principal terms of the Share Option Scheme were disclosed in the section headed“Report of the Directors”of the 2024 Annual Report of the Company.TOP EDUCATION GROUP LTDINTE

124、RIM REPORT 202514OTHER INFORMATIONShare Award SchemeOn 28 February 2019,the Company granted a total of 12,000,000 Awarded Shares to two Selected Employees for nil consideration in accordance with the Scheme Rules,among which,6,000,000 Awarded Shares were granted to Dr.Rongning Xu,an executive Direct

125、or,and to Ms.Sumeng Cao,a former executive Director,respectively.The Awarded Shares granted to Ms.Sumeng Cao lapsed on 10 December 2021.Furthermore,on 24 May 2019,the Company granted a total of 19,000,000 Awarded Shares to four Selected Employees for nil consideration in accordance with the Scheme R

126、ules.The Awarded Shares granted to Selected Employees will vest subject to the satisfaction of the vesting conditions as that on the applicable vesting dates(fifth anniversary of the date of grant),the grantee remains as an employee of the Company.For the six months ended 31 December 2024,the Truste

127、e of the Share Award Scheme had not purchased any Shares pursuant to the Trust Deed and Share Award Scheme.Details of the grant of Awarded Shares to the Directors and other employees of the Company are as follows:GranteeBalance as at 1 July 2024Granted during the Reporting PeriodExercised during the

128、Reporting PeriodLapsed or cancelled during the Reporting PeriodBalance as at 31 December 2024 Dr.Rongning Xu6,000,0006,000,000Employees(in aggregate)19,000,00019,000,000 Total25,000,00025,000,000 A summary of the principal terms of the Share Option Scheme were disclosed in the section headed“Report

129、of the Directors”of the 2024 Annual Report of the Company.Corporate Governance PracticesThe Board is committed to achieving good corporate governance standards.The Board believes that good corporate governance standards are essential in providing a framework for the Company to safeguard the interest

130、s of Shareholders,enhance corporate value,formulate its business strategies and policies,and enhance its transparency and accountability.The Company has adopted the principles and code provisions of the CG Code contained in Appendix C1 of the Listing Rules as the basis of the Companys corporate gove

131、rnance practices.The Board is of the view that during the six months ended 31 December 2024,the Company had complied with applicable code provisions of the CG Code.Model Code for Securities TransactionsThe Company has adopted the Model Code as the code of conduct regarding Directors securities trans

132、actions.Specific enquiry has been made by the Company with all Directors and the Directors have confirmed that they had complied with the Model Code throughout the six months ended 31 December 2024.Events After the Reporting PeriodThere were no significant events after the Reporting Period.TOP EDUCA

133、TION GROUP LTDINTERIM REPORT 202515 For the six months ended 31 December 2024INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMESix months ended 31 DecemberNotes20242023(Unaudited)(Unaudited)AUD$000AUD$000 REVENUE416,01613,745Cost of sales(9,397)(8,069)Gross pro

134、fit6,6195,676Interest incomeOther income and gains41,6081,040Administrative expenses(4,364)(3,745)Advertising and marketing expenses(1,342)(1,177)Finance costs5(373)(357)PROFIT BEFORE TAX62,1481,437Income tax expense7(595)(402)PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD1,5531,035 Profit Att

135、ributable to:Owners of the Company1,5921,040 Non-controlling interests(39)(5)1,5531,035 EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANYBasic earnings per share(AUD cents)90.0660.043 Diluted earnings per share(AUD cents)90.0620.041 TOP EDUCATION GROUP LTDINTERIM REPORT 202516 As a

136、t 31 December 2024INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION31 December 30 JuneNotes20242024(Unaudited)(Audited)AUD$000AUD$000 NON-CURRENT ASSETSProperty,plant and equipment107,9468,407Intangible assets107,1077,781Right-of-use assets9,95711,123Prepayments121,1881,188Goodwill1,533

137、1,533Deferred tax assets470193 Total non-current assets28,20130,225 CURRENT ASSETSTrade receivables11291197Prepayments,other receivables and other assets123,6162,886Cash and cash equivalents46,58844,072 Total current assets50,49547,155 CURRENT LIABILITIESTrade payables132,9972,655Other payables and

138、accruals144,5894,279Lease liabilities2,4342,562Contract liabilities155,6914,246Tax payable596685 Total current liabilities16,30714,427 NET CURRENT ASSETS34,18832,728 TOTAL ASSETS LESS CURRENT LIABILITIES62,38962,953 TOP EDUCATION GROUP LTDINTERIM REPORT 202517 INTERIM CONDENSED CONSOLIDATED STATEMEN

139、T OF FINANCIAL POSITIONAs at 31 December 202431 December 30 JuneNotes20242024(Unaudited)(Audited)AUD$000AUD$000 NON-CURRENT LIABILITIESLease liabilities11,33912,518Other payables and accruals14346317 Total non-current liabilities11,68512,835 Net assets50,70450,118 EQUITYShare capital1636,54736,547Tr

140、easury shares16(2,236)(2,236)Reserves16,02315,405Non-controlling interests370402 Total equity50,70450,118 Amen Kwai Ping LeeRongning XuDirectorDirectorTOP EDUCATION GROUP LTDINTERIM REPORT 202518 For the six months ended 31 December 2024INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYSh

141、are-basedNon-IssuedTreasurypaymentRetainedcontrollingTotalNotescapitalsharesreserveprofitsinterestequityAUD$000AUD$000AUD$000AUD$000AUD$000AUD$000 As at 1 July 2024(audited)36,547(2,236)4,70010,70540250,118Profit and total comprehensive income for the period1,592(39)1,553Dividends declared(984)(984)

142、Equity-settled performance rights arrangements171717 At 31 December 2024(unaudited)36,547(2,236)4,71711,31336350,704 For the six months ended 31 December 2023Share-basedNon-IssuedTreasurypaymentRetainedcontrollingTotalNotescapitalsharesreserveprofitsinterestequityAUD$000AUD$000AUD$000AUD$000AUD$000A

143、UD$000 As at 1 July 2023(audited)36,414(2,236)4,6089,73040948,925Profit and total comprehensive income for the period1,040(5)1,035Issue of shares133(133)Dividends declared(468)(468)Equity-settled performance rights arrangements17132132 At 31 December 2023(unaudited)36,547(2,236)4,60710,30240449,624

144、TOP EDUCATION GROUP LTDINTERIM REPORT 202519 For the six months ended 31 December 2024INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSix months ended 31 DecemberNotes20242023(Unaudited)(Unaudited)AUD$000AUD$000 CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax2,1481,437Adjustments for:Int

145、erest income4(1,533)(944)Finance costs5373357 Share-based payments1717132 Depreciation of property,plant and equipment509471 Amortisation of right-of-use assets1,166962 Amortisation of intangible assets9311,038 Impairment allowance for trade receivables164 3,6083,453(Increase)/decrease in trade rece

146、ivables(258)5Increase in prepayments,other receivables and other assets(730)(1,128)Increase in trade payables342631Increase in other payables and accruals339280Increase in contract liabilities1,445734 Cash generated from operations4,9133,975Interest received41,533944Income tax paid(961)(546)Net cash

147、 flows from operating activities5,4854,373 CASH FLOWS FROM INVESTING ACTIVITIESPurchases of items of property,plant and equipment10(48)(88)Additions to intangible assets(257)(44)Net cash flows used in investing activities(305)(132)TOP EDUCATION GROUP LTDINTERIM REPORT 202520 INTERIM CONDENSED CONSOL

148、IDATED STATEMENT OF CASH FLOWSFor the six months ended 31 December 2024Six months ended 31 DecemberNotes20242023(Unaudited)(Unaudited)AUD$000AUD$000 CASH FLOWS FROM FINANCING ACTIVITIESInterest element on lease liabilities(373)(357)Principal portion of lease payments(1,307)(1,042)Dividends paid(984)

149、(468)Net cash flows used in financing activities(2,664)(1,867)NET INCREASE IN CASH AND CASH EQUIVALENTS2,5162,374Cash and cash equivalents at beginning of period44,07241,732 CASH AND CASH EQUIVALENTS AT END OF PERIOD46,58844,106 ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTSCash and bank balances

150、46,58844,106 TOP EDUCATION GROUP LTDINTERIM REPORT 202521 31 December 204NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1.Corporate and Group InformationTop Education Group Ltd is a limited liability company,incorporated on 2 October 2001 and domiciled in Australia.The registered office of

151、the Company is located at Suite 1,Biomedical Building,1 Central Avenue,Eveleigh,New South Wales 2015,Australia.The Companys shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since 11 May 2018.During the six months ended 31 December 2024,the Company and its subsidia

152、ries were principally engaged in providing private higher education services and English language courses in Australia.2.1 Basis of PreparationThe interim condensed consolidated financial statements for the six months ended 31 December 2024 have been prepared in accordance with the applicable disclo

153、sure requirements of Appendix D2 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and International Accounting Standard(“IAS”)34 Interim Financial Reporting.The interim condensed consolidated financial statements do not include all the information and disclosures requ

154、ired in the annual financial statements,and should be read in conjunction with the Groups annual financial statements for the year ended 30 June 2024,which have been prepared in accordance with International Financial Reporting Standards(“IFRSs”).The interim condensed consolidated financial statemen

155、ts are presented in Australian dollars(“AUD$”)and all values are rounded to the nearest thousand except when otherwise indicated.2.2 Changes in Accounting Policies and DisclosuresThe accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information

156、are consistent with those applied in the preparation of the Groups annual consolidated financial statements for the year ended 30 June 2024,except for the adoption of the following revised IFRSs effective as of 1 July 2024.Amendments to IFRS 16Lease Liability in a Sale and LeasebackAmendments to IAS

157、 1Classification of Liabilities as Current or Non-currentAmendments to IAS 1Non-current Liabilities with CovenantsAmendments to IAS 7 and IFRS 7Supplier Finance ArrangementsThe adoption of these revised IFRSs did not result in significant changes to the Groups accounting policies,presentation of the

158、 Groups financial statements and amounts reported for the current and prior periods.2.3 Issued but not Yet Effective International Financial Reporting StandardsThe Group has not applied the new and revised IFRSs that have been issued but are not yet effective.TOP EDUCATION GROUP LTDINTERIM REPORT 20

159、2522 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 2043.Operating Segment InformationThe Group has identified the Chief Executive Officer(“CEO”)and the Board of Directors as the chief operating decision makers.The Group is principally engaged in the provision of education servi

160、ces in Australia.IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reporting about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to segments and to assess their performance.The in

161、formation reported to the CEO and directors,for the purpose of resource allocation and assessment of performance does not contain discrete operating segment financial information and the CEO and directors reviewed the financial results of the Group as a whole.Therefore,no further information about o

162、perating segments is presented.During the Reporting Period,the Group operated within one geographical segment because all of its revenue was generated in Australia.All of the non-current assets of the Group are located in Australia.The non-current asset information is based on the assets location an

163、d excludes financial instruments and deferred tax assets.The CEO and the Board of Directors as the chief operating decision makers examine the Groups performance primarily based on the number of students and course fees earned.No services provided to a single customer contributed 10%or more of the t

164、otal revenue of the Group during the six months ended 31 December 2024(six months ended 31 December 2023:nil).4.Revenue and Other Income and GainsAn analysis of revenue is as follows:Six months ended 31 December20242023(Unaudited)(Unaudited)AUD$000AUD$000 Revenue from contracts with customers Course

165、 fee income14,97012,767 Other service fee income1,046978 16,01613,745 Revenue from contracts with customers(i)Disaggregated revenue informationGeographical marketsAustralia16,01613,745 Timing of revenue recognition Course fee income recognised over time14,97012,767 Other service fee income recognise

166、d over time1,046978 16,01613,745 TOP EDUCATION GROUP LTDINTERIM REPORT 202523 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 2044.Revenue and Other Income and Gains(Continued)Revenue from contracts with customers(Continued)(ii)Performance obligationsProvision of private higher e

167、ducation services and English course services in AustraliaThe performance obligation is satisfied over time as services are rendered.The Groups contracts with students for higher education programs are normally with duration of 0.5 year renewed up to total duration of 1 to 4 years depending on the e

168、ducation programs.The Groups contracts with students for English courses are normally between 8 weeks and 20 weeks depending on the education programs.Tuition fees are determined and paid by the students before the start of each school term.Six months ended 31 December20242023(Unaudited)(Unaudited)A

169、UD$000AUD$000 Other income and gainsInterest income1,533944Realised foreign exchange gains,net3Government grants25Others4796 1,6081,040 5.Finance CostSix months ended 31 December20242023(Unaudited)(Unaudited)AUD$000AUD$000 Interests on lease liabilities373357 TOP EDUCATION GROUP LTDINTERIM REPORT 20

170、2524 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 2046.Profit Before TaxThe Groups profit before tax is arrived at after charging:Six months ended 31 DecemberNotes20242023(Unaudited)(Unaudited)AUD$000AUD$000 Amortisation of intangible assets9311,038Depreciation of property,pla

171、nt and equipment509471Amortisation of right-of-use assets1,166962Auditors remuneration1029Employee benefit expense(excluding directors and chief executives remuneration(note 19):Wages,salaries and other employee benefits4,5933,978 Share-based payments1717132 Pension scheme contributions (defined con

172、tribution schemes)483393 5,0934,503 Impairment allowance for trade receivables164 7.Income TaxThe Group is subject to income tax on profits arising in or derived from the jurisdiction in which the Group is domiciled and operates.Profits tax has been provided at the Groups statutory tax rate of 25%fo

173、r the six months ended 31 December 2024 and 2023 on the estimated assessable profits.No provision for Hong Kong profits tax has been made as the Group had no assessable profits derived from or earned in Hong Kong during the Reporting Period.Six months ended 31 December20242023(Unaudited)(Unaudited)A

174、UD$000AUD$000 CurrentCharge for the period872524Deferred tax(277)(122)Total tax charge for the period595402 TOP EDUCATION GROUP LTDINTERIM REPORT 202525 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 2048.Interim DividendsThe Board has resolved not to declare any interim dividen

175、d for the six months ended 31 December 2024(six months ended 31 December 2023:interim dividend of HK0.1 cent per ordinary share was declared to the owners of the Company).9.Earnings Per Share Attributable to Owners of the CompanyThe calculation of the basic earnings per share amount is based on the

176、profit for the Reporting Period attributable to the owners of the Company of AUD$1,592,000(six months ended 31 December 2023:AUD$1,040,000)and the weighted average number of ordinary shares of 2,397,574,000(six months ended 31 December 2023:2,395,660,000)in issue during the period.The calculation of

177、 the diluted earnings per share amount is based on the profit for the Reporting Period attributable to owners of the Company.The weighted average number of shares used in the calculation is the number of shares in issue during the period,as used in the basic earnings per share calculation,and the we

178、ighted average number of shares assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential shares into shares during the period.The calculations of basic and diluted earnings per share are based on:Six months ended 31 December20242023(Unaudited)(Un

179、audited)AUD$000AUD$000 EarningsProfit attributable to owners of the Company1,5921,040 Number of shares20242023(Unaudited)(Unaudited)Ordinary sharesOrdinary shares000000 SharesWeighted average number of shares in issue used in the basic earnings per share calculation2,397,5742,395,660Effect of diluti

180、on weighted average number of shares:Performance rights149,912145,024 2,547,4862,540,684 TOP EDUCATION GROUP LTDINTERIM REPORT 202526 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20410.Property,Plant and Equipment and Intangible AssetsDuring the six months ended 31 December 20

181、24,the Group acquired assets with a cost of AUD$48,000(six months ended 31 December 2023:AUD$88,000)as additions to property,plant and equipment.During the six months ended 31 December 2024,the Group acquired intangible assets with a cost of AUD$257,000(six months ended 31 December 2023:AUD$44,000)a

182、s additions to registration and course development.11.Trade ReceivablesThe Groups students are required to pay tuition fees in advance for upcoming semesters.The outstanding receivables represent amounts related to students who have applied for the delayed payment of tuition fee.There is no fixed te

183、rm for delayed payments.The Group seeks to maintain strict control over its outstanding receivables to minimise credit risk.Overdue balances are reviewed regularly by senior management.In view of the aforementioned and that the Groups trade receivables relate to a large number of students,there is n

184、o significant concentration of credit risk.The Group does not hold any collateral or other credit enhancements over its trade receivable balances.Trade receivables are non-interest-bearing.An aging analysis of the trade receivables as at the end of the Reporting Period,based on the transaction date

185、is as follows:31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Trade receivables455304Allowance for expected credit losses(164)(107)291197 TOP EDUCATION GROUP LTDINTERIM REPORT 202527 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20411.Trade Receivables(Continued)31

186、 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 1 to 3 months291197 The Group applies the simplified approach to provide for the expected credit losses(“ECL”)prescribed by IFRS 9,which permits the use of the lifetime expected loss provision for all trade receivables.Trade receivables from

187、 students are considered to be credit-impaired when the students withdraw from the tuition programs and are assessed individually for lifetime ECL provision.The Group assessed the ECL on trade receivables from students grouped based on the ageing of the trade receivables,considering the historical d

188、efault experience and forward-looking information,as appropriate.The Group uses debtors ageing to assess the impairment for students because these customers consist of a large number of students with common risk characteristics that are representative of the students abilities to pay all amounts due

189、 in accordance with the contractual terms.AUD$164,000 was recorded as allowance for impairment loss during the Reporting Period(30 June 2024:AUD$107,000).Generally,trade receivables are written off when the student withdraw from the tuition programs and are not subject to enforcement activity.12.Pre

190、payments,Other Receivables and Other Assets31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Non-current assetsPrepayments1,1881,188 1,1881,188 Current assetsPrepayments21216Term deposits2,0892,086Other assets9595Other receivables1,411489 3,6162,886 None of the above assets are either pas

191、t due or impaired.The financial assets included in the above balances relate to amounts for which there was no recent history of default.TOP EDUCATION GROUP LTDINTERIM REPORT 202528 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20413.Trade Payables31 December30 June20242024(Una

192、udited)(Audited)AUD$000AUD$000 Trade payables2,9972,655 Trade payables are non-interest-bearing and are normally settled on 60-day terms.14.Other Payables and Accruals31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Current liabilitiesOther payables2,5732,470Unpaid leave obligations2,016

193、1,809 Other payables and accruals4,5894,279 Non-current liabilitiesUnpaid leave obligations199151Accruals for reinstatement cost147166 Other payables and accruals346317 Other payables and accruals for reinstatement cost are unsecured,interest-free and have no fixed terms of repayment.TOP EDUCATION G

194、ROUP LTDINTERIM REPORT 202529 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20415.Contract LiabilitiesDetails of contract liabilities balance are as follows:31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Short-term advances received from students Course fees5,6914

195、,246 Contract liabilities include short-term advances received from students in relation to the proportionate service not yet provided.The Group receives tuition fees from students in advance prior to the beginning of each academic term.Tuition fees are recognised proportionately over the relevant p

196、eriod of the applicable program.16.Share Capital and Treasury SharesShares31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Issued and fully paid:2,436,394,000(30 June 2024:2,436,394,000)ordinary shares36,54736,547 There was no movement in the Companys share capital during the six months

197、ended 31 December 2024.A summary of movements in the Groups share capital during the six months ended 31 December 2023 is as follows:Number of shares in issueShare capital(in thousands)AUD$000 At 1 July 2023(audited)2,433,33236,414Issue of new shares upon exercise of the pre-IPO rights3,062133 At 31

198、 December 20232,436,39436,547 TOP EDUCATION GROUP LTDINTERIM REPORT 202530 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20416.Share Capital and Treasury Shares(Continued)Treasury sharesNumber ofTotal sharesAUD$000 At 1 July 2023(audited),31 December 2023(unaudited),1 July 2024

199、(audited)and 31 December 2024(unaudited)38,820,0002,236 During the six months ended 31 December 2024,no shares of the Company were acquired by the Group(31 December 2023:nil).17.Share-Based PaymentsThe Group has adopted three share schemes,namely Pre-IPO Performance Rights Plan,Share Option Scheme a

200、nd Share Award Scheme,for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Groups operations.Eligible participants of the schemes include the Groups employee,director or member of the Council of one or more members of the Company and its s

201、ubsidiaries selected by the Board of Directors in its absolute discretion to participate in the schemes.Pre-IPO Performance Rights PlanThe Pre-IPO Scheme(the“Scheme”)was adopted under written resolutions of the Board of Directors passed on 8 June 2017 and 60,160 performance rights had been granted t

202、o Dr Minshen Zhu,the former CEO of the Company,under this Scheme.On 20 April 2018,the Company granted an additional 11,481 performance rights under the Pre-IPO Performance Rights Plan to certain members of the Council and certain Directors,including(i)Mr.Jing Li,being our then non-executive Director

203、;and(ii)Professor Steven Schwartz,being our independent non-executive Director.The shareholding of Professor Steven Schwartz in the Group was not more than 1%of the enlarged share capital of the Group upon completion of the global offering of the Company in 2018.Pursuant to a written resolution of t

204、he shareholders of the Company passed on 24 April 2018,the performance rights will be subdivided into 2,000 shares once exercised(the“Share Subdivision”).The maximum aggregate number of shares underlying all grants of performance rights pursuant to the Pre-IPO Performance Rights Plan is 143,282,000

205、shares,assuming the total of 71,641 performance rights granted under the Pre-IPO Performance Rights Plan are fully vested and exercised under the Share Subdivision.No further performance rights will be granted under the Pre-IPO Performance Rights Plan.TOP EDUCATION GROUP LTDINTERIM REPORT 202531 NOT

206、ES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20417.Share-Based Payments(Continued)Pre-IPO Performance Rights Plan(Continued)CEOs performance rights planThe CEOs performance rights plan became effective in June 2017 and,unless otherwise cancelled or amended,will remain in force fo

207、r 15 years from that date.Performance rights granted to the CEO of the Company are subject to approval in advance by the directors.Provided that the CEO remains employed until the later of the fifth anniversary of the grant of the performance rights and a liquidity event(defined as a listing,a busin

208、ess sale or a share sale in the plan rules),the performance rights will vest.There is no exercise price payable by the CEO.Performance rights do not confer rights on the holders to dividends or to vote at shareholders meetings.The details of the CEOs performance rights granted are shown below:Exerci

209、se priceVesting condition5-year service and a liquidity eventVesting period8 June 2017 to 7 June 2022Expiry date7 June 2032As disclosed in the section of“Other Information”in this interim report,Dr.Minshen Zhu passed away on 28 April 2021.On 27 May 2021,the Board of Directors has determined that Dr.

210、Zhu as a Good Leaver and all of Dr Minshen Zhus unvested performance rights,being 60,160 performance rights(equivalent to 120,320,000 shares upon the full exercise of such rights under the Share Subdivision),have not lapsed and all vesting conditions in respect of such rights are deemed to have been

211、 satisfied.Certain Council and Board members performance rights plan(the“Council and Board members performance rights plan”)The Council and Board members performance rights plan became effective in April 2018 and,unless otherwise cancelled or amended,will remain in force for 15 years from that date.

212、Provided that the participants remain a council member or non-executive director of the Company and the Company has not taken steps to remove them from that role on the applicable vesting dates(the first being within 6 months,on 12 November 2018)and the listing of the Company,the performance rights

213、will vest.There is no exercise price payable by the participants.Performance rights do not confer rights on the holders to dividends or to vote at shareholders meetings.TOP EDUCATION GROUP LTDINTERIM REPORT 202532 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20417.Share-Based

214、Payments(Continued)Pre-IPO Performance Rights Plan(Continued)Certain Council and Board members performance rights plan(the“Council and Board members performance rights plan”)(Continued)The details of the performance rights granted are shown below:Exercise priceVesting conditionRemained employment of

215、 the same role and the ListingDates of vesting12 November 2018,33%of award12 November 2019,33%of award12 November 2020,33%of awardExpiry date19 April 2033The following shares were outstanding under the Pre-IPO Plan during the Reporting Period:For the six months ended20242023WeightedWeightedaverageav

216、erageexerciseexercisepriceNumberpriceNumberHK$per shareof rights*HK$per shareof rights*At 1 July124,914,000127,976,000Exercised(3,062,000)At 31 December124,914,000124,914,000 Weighted average exercise period8 years9 yearsExercisable as at end of the period124,914,000124,914,000 *the number of the ri

217、ghts presented has taken into consideration of the Share Subdivision.No share option has been exercised,granted,cancelled or lapsed during the current Reporting Period.The fair value of the CEOs performance rights as at the measurement date is AUD$2,298,000 and the fair value of the Certain Council

218、and Board members performance rights as at the measurement date is AUD$800,000.TOP EDUCATION GROUP LTDINTERIM REPORT 202533 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20417.Share-Based Payments(Continued)Post-IPO SchemesShare Option SchemeThe Share Option Scheme was adopted

219、under written resolutions of the Board of Directors passed on 18 April 2018.On 18 July 2018,25,781,938 share options had been granted to one director,one former director and a total of 40 employees of the Group under this plan.The details of the share options granted are shown below:Exercise priceHK

220、$0.560*Vesting conditionServices of the employeesDates of vesting17 July 2019,33%of award17 July 2020,33%of award17 July 2021,33%of awardExpiry date17 July 2028The following shares were outstanding under the Share Option Scheme during the Reporting Period:For the six month ended20242023WeightedWeigh

221、tedaverageaverageexerciseexercisepriceNumberpriceNumberHK$per shareof rightsHK$per shareof rights At 1 July and 31 December0.56*15,091,2330.56*15,091,233 Weighted average exercise period4 years5 yearsExercisable as at end of the period15,091,23315,091,233 *equivalent to AUD$0.11 per share.No share o

222、ptions were exercised during the Reporting Period(2023:nil).TOP EDUCATION GROUP LTDINTERIM REPORT 202534 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20417.Share-Based Payments(Continued)Post-IPO Schemes(Continued)Share Award SchemeThe Share Award Scheme was adopted under writ

223、ten resolutions of the Board of Directors passed on 23 October 2018.The aggregate number of shares awarded by the Board of Directors under the Share Award Scheme shall not exceed 1.5%of the total number of the issued shares as at the adoption date of the Share Award Scheme(the“Adoption Date”),being

224、38,828,220 shares.On 28 February 2019,12,000,000 awarded shares had been granted to one director and one former director of the Company under this plan for nil consideration,among which,6,000,000 award shares were granted to Ms.Sumeng Cao,a former executive Director of the Company,and to Dr.Rongning

225、 Xu,an executive Director,respectively.The 6,000,000 awarded shares granted to Ms.Sumeng Cao lapsed on 10 December 2021.On 24 May 2019,19,000,000 awarded shares had been granted to four employees of the Group under this plan for nil consideration.The 19,000,000 awarded shares represent approximately

226、 0.73%of the total number of issued shares as at the Adoption Date.The details of the awarded shares granted are shown below:Grant date28 February 201924 May 2019Exercise priceVesting conditionServices of employees andServices of employees andremained employed forremained employed formanagement posi

227、tionsmanagement positionsVesting period28 February 201924 May 2019to 27 February 2024to 23 May 2024Expiry date27 February 202923 May 2029The following shares were outstanding under the Share Award Scheme during the Reporting Period:20242023WeightedWeightedaverageaverageexercise priceexercise priceAU

228、D$&NumberAUD$&NumberHK$per shareof rightsHK$per shareof rights At 1 July and 31 December25,000,00025,000,000 Weighted average exercise period5 years6 yearsExercisable as at end of the year25,000,000 TOP EDUCATION GROUP LTDINTERIM REPORT 202535 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

229、31 December 20417.Share-Based Payments(Continued)Post-IPO Schemes(Continued)Agent Share Options PlanOn 11 November 2021,48,600,000 options had been granted to a total of 11 third-party agents who supply student recruitment and education consultancy services to the Company under this plan.The details

230、 of the options granted are shown below:Exercise priceHK$0.200Vesting conditionPerformance targets being satisfiedDates of vesting16 January 2023,30%of award16 January 2024,30%of award16 January 2025,40%of awardExpiry date10 November 2031The following shares were outstanding under the Agent Share Op

231、tions Plan during the Reporting Period:20242023WeightedWeightedaverageaverageexercise priceNumberexercise priceNumberHK$per shareof rightsHK$per shareof rights At 1 July and 31 December0.215,400,0000.224,070,000 Weighted average exercise period7 years8 yearsExercisable as at end of the year3,840,000

232、3,840,000 TOP EDUCATION GROUP LTDINTERIM REPORT 202536 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20417.Share-Based Payments(Continued)Post-IPO Schemes(Continued)Agent Share Options Plan(Continued)No share options were exercised during the Reporting Period(2023:nil).The fair

233、 value of the share-based payments in relation to the Share Options Scheme was estimated as at the date of grant using Black-Scholes model.The fair value of the Share Option Scheme as at the measurement date is AUD$843,000.The fair value of the share-based payments in relation to the Share Award Sch

234、eme is calculated as the value of the ordinary shares in the Group less the present value of the projected dividends over the expected term of the awards.The fair value of the Share Award Scheme as at the measurement date is AUD$1,633,000.The fair value of the share-based payments in relation to the

235、 Agent Share Options plan was estimated as at the date of grant using Black-Scholes model.The fair value of the Agent Share Option Scheme as at the measurement date is AUD$248,000.The expected life of the performance rights is based on the historical data over the past years and is not necessarily i

236、ndicative of the exercise patterns that may occur.No other feature of the performance rights granted was incorporated into the measurement of fair value.During the six months ended 31 December 2024,the Group recognised share-based payments of AUD$17,000(six months ended 31 December 2023:AUD$132,000)

237、.As at 31 December 2024,the Group had 180,405,233 shares(30 June 2023:180,405,233 shares)outstanding under the various schemes mentioned above.The exercise in full of the outstanding performance rights would,under the present capital structure of the Group,result in the issue of 180,405,233 addition

238、al ordinary shares of the Group.18.COMMITMENTSAt the end of the Reporting Period,the Group did not have any significant commitments.TOP EDUCATION GROUP LTDINTERIM REPORT 202537 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20419.RELATED PARTY TRANSACTIONS(a)Compensation of key

239、management personnel of the Group:Six months ended 31 December20242023(Unaudited)(Unaudited)AUD$000AUD$000 Fees425401 Other emoluments:Salaries253211 Share-based payment38 Pension scheme contributions3348 286297 711698 (b)Amounts to related parties of the directors totalling AUD$50,000 were paid dur

240、ing the period for administrative support services(2023:AUD$50,000).All transactions were undertaken on an arms length basis.20.FINANCIAL INSTRUMENTS BY CATEGORY31 December30 June20242024(Unaudited)(Audited)AUD$000AUD$000 Financial assets at amortised costTrade receivables291197Financial assets incl

241、uded in deposits and other receivables2,1612,210Cash and cash equivalents46,58844,072 49,04046,479 Financial liabilities at amortised costTrade payables2,9972,655Financial liabilities included in other payables and accruals2,5732,470 5,5705,125 TOP EDUCATION GROUP LTDINTERIM REPORT 202538 NOTES TO T

242、HE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS31 December 20421.FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTSAt the end of the Reporting Period,the carrying amounts of the Groups financial assets and financial liabilities reasonably approximated to their fair values.The fair values of

243、 the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties,other than in a forced or liquidation sale.The following methods and assumptions were used to estimate the fair values:the fair values of cash

244、and cash equivalents,trade payables,financial assets included in prepayments,deposits and other receivables,and financial liabilities included in other payables and accruals approximate to their carrying amounts largely because the maturities are short term or there are no fixed terms of repayment o

245、f these instruments or the effect of discounting is not material.22.EVENTS AFTER THE REPORTING PERIODThere were no significant events after the Reporting Period23.APPROVAL OF THE INTERIM FINANCIAL STATEMENTSThe unaudited condensed consolidated interim financial statements were approved and authorise

246、d for issue by the Board of Directors on 26 February 2025.TOP EDUCATION GROUP LTDINTERIM REPORT 202539GLOSSARY“Academic Board”the academic board of our Institute“ACCA”Association of Chartered and Certified Accountants“AQF”the Australian Qualifications Framework,which specifies the standards for educ

247、ational qualifications in Australia“AUD$”Australian dollars,the lawful currency of Australia“Audit and Finance Committee”the audit and finance committee of the Board“Australia”the Commonwealth of Australia“award”a qualification under levels 1 to 10 of the AQF“Awarded Share(s)”such number of rights a

248、warded by the Board to acquire Shares subject to the Share Award Scheme rules,where each Awarded Share represents the right to acquire one Share“Billion Glory”Billion Glory Group Holdings Limited 兆隆集團控股有限公司,a company incorporated under the laws of Hong Kong with limited liability on 8 June 2016,whic

249、h is wholly-owned by Mr.Qingquan Yang“Board”the board of Directors“Business School”Australian National Institute of Management and Commerce,(formerly Sydney City School of Business),as the name adopted for the Companys academic division covering higher education courses in the field of Management an

250、d Commerce“CAANZ”Chartered Accountants Australia and New Zealand“CG Code”the Corporate Governance Code contained in Appendix C1 to the Listing Rules“China”or“PRC”the Peoples Republic of China,which,for the purpose of this report and for geographical reference only,except where the context requires,d

251、oes not include Hong Kong,Macau and Taiwan“Companies Ordinance”the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time“Company”,“Institute”,“TOP”,“we”,“us”or“our”Top Education Group Ltd(ACN 098 139 176)澳洲成峰高教集團有限公司,a public compan

252、y registered in New South Wales,Australia with limited liability on 2 October 2001,with trading name as Australian National Institute of Management and Commerce and Top Education InstituteTOP EDUCATION GROUP LTDINTERIM REPORT 202540GLOSSARY“Council”the Council of Australian National Institute of Man

253、agement and Commerce/Top Education Institute“course”a program of study that will confer an award upon completion“CPA Australia”CPA Australia Ltd“Director(s)”the director(s)of the Company“Dr.Zhu”Dr.Minshen Zhu 祝敏申(deceased),formerly an executive Director,the chairman of the Board and the chief execut

254、ive officer“Group”the Company,its subsidiaries and its consolidated affiliated entities from time to time“Guoli Minsheng”Guoli Minsheng Equity Investment Co.,Ltd.(福建國力民生科技發展有限公司),a company established under the laws of the PRC with limited liability on 6 November 2000,and is a substantial Shareholde

255、r“higher education”studies in pursuit of a qualification under levels 5 to 10 of the AQF,including a diploma,advanced diploma,associate degree,bachelor degree,graduate certificate,graduate diploma,master degree and doctoral degree“Hong Kong”or“HK”the Hong Kong Special Administrative Region of the PR

256、C“Hong Kong dollars”or “HK$”or“HKD”Hong Kong dollars,the lawful currency of Hong Kong“IFRS”International Financial Reporting Standards,as issued from time to time by the International Accounting Standards Board“Law School”Sydney City School of Law,as the name adopted for the Company to provide degre

257、e courses in law“Listing”the listing of our Shares on the Main Board of the Stock Exchange“Listing Rules”the Rules Governing the Listing of Securities on the Stock Exchange,as amended,supplemented or otherwise modified from time to time“Main Board”the stock exchange(excluding the option market)opera

258、ted by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange“Minsheng Development”Minsheng Education Development Company Limited,a direct wholly-owned subsidiary of Minsheng Education Group.TOP EDUCATION GROUP LTDINTERIM REPORT 202541GLOSSARY“Minsheng E

259、ducation Group”Minsheng Education Group Company Limited(民生教育集團有限公司,an exempted company incorporated in the Cayman Islands with limited liability on 13 December 2005,listed on the Main Board of the Stock Exchange on 22 March 2017 with Stock Code 1569“Model Code”Model Code for Securities Transactions

260、by Directors of Listed Issuers contained in Appendix C3 to the Listing Rules“NSW”New South Wales,a state of Australia“NSW LPAB”the Legal Profession Admission Board,New South Wales“Pre-IPO Performance Right(s)”a performance right under the Pre-IPO Performance Rights Plan“Pre-IPO Performance Rights Pl

261、an”the pre-IPO performance rights plan conditionally adopted by the Board on 8 June 2017,a summary of the principal terms of which is set out in the section headed“Appendix IV E.Pre-IPO Performance Rights Plan”in the prospectus issued on 27 April 2018“PwC Australia”The Australian partnership of Pric

262、ewaterhouseCoopers(ABN 52 780 433 757),Australia,a member of the global network of PricewaterhouseCoopers firms,which consists of firms which are separate legal entities“PwC Nominees”PricewaterhouseCoopers Nominees(A.C.T.)Pty Ltd(ACN 008 474 397),a company with limited liability registered on 29 Aug

263、ust 1969 in Australian Capital Territory,Australia,which is owned 50%by PricewaterhouseCoopers Nominees(N.S.W.)Pty Ltd and 50%by PricewaterhouseCoopers Nominees(Victoria)Pty Ltd“Remuneration Committee”the remuneration committee of the Board“Reporting Period”the period from 1 July 2024 to 31 December

264、 2024“Securities and Futures Ordinance”or“SFO”Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong)“Share(s)”share(s)in the capital of the CompanyTOP EDUCATION GROUP LTDINTERIM REPORT 202542GLOSSARY“Share Award Scheme”the Share Award Scheme adopted by the Company on 23 October 2018“

265、Share Option Scheme”the Share Option Scheme adopted by the Company on 18 April 2018“Shareholder(s)”holder(s)of the Share(s)“Stock Exchange”The Stock Exchange of Hong Kong Limited“substantial shareholder”has the meaning ascribed to it in the Listing Rules“TEQSA”the Tertiary Education Quality and Stan

266、dards Agency in Australia established under the Tertiary Education Quality and Standards Agency Act 2011“Tristar United”Tristar United Investment Limited,a company incorporated under the laws of New Zealand with limited liability on 12 November 2001,and is a substantial Shareholder“Trust”the trust c

267、onstituted by the Trust Deed“Trust Deed”a trust deed dated 23 October 2018 entered into between the Company and the Trustee(as restated,supplemented and amended from time to time)“Trustee”Pacific Custodians Pty Ltd(ACN 009 682 866)(which is independent of and not connected with the Company)and any additional or replacement trustees,being the trustee or trustees for the time being of the trusts declared in the Trust Deed“US$”or“USD”United States dollars,the lawful currency of the United States