1、2025 INTERIM REPORTWisdom Education International Holdings Company Limited(incorporated in the Cayman Islands with limited liability)Stock code:6068光正教育國際控股有限公司Wisdom Education International Holdings Company LimitedInterim Report 2025 中期報告以以誠心誠心服務社會服務社會以以愛心愛心培育人才培育人才以誠心服務社會以愛心培育人才CONTENTS26141847Cor
2、porateInformationOtherInformationCorporate ProfileOperationaland Financial HighlightsConsolidated FinancialStatementsManagementDiscussion and AnalysisWisdom Education International Holdings Company LimitedCorporate Information2Board of DirectorsExecutive DirectorsMs.Li Suwen(Chairperson of the Board
3、)Mr.Liu XuebinMr.Li JiuchangIndependent Non-executive DirectorsProf.Sun Kai Lit Cliff BBS,J.P.Mr.Poon Ha FungMr.Huang WeiguoAudit CommitteeMr.Poon Ha Fung(Chairman)Prof.Sun Kai Lit Cliff BBS,J.P.Mr.Huang WeiguoRemuneration Committee Prof.Sun Kai Lit Cliff BBS,J.P.(Chairman)Mr.Liu XuebinMr.Huang Weig
4、uoNomination CommitteeMr.Huang Weiguo(Chairman)Mr.Poon Ha FungMs.Li SuwenCompany SecretaryMr.Yu JamesAuthorized RepresentativesMr.Liu XuebinMr.Yu James*Please refer to the Companys announcement dated 18 January 2024.AuditorsDeloitte Touche TohmatsuRegistered Public Interest Entity AuditorsLegal Advi
5、sers As to Hong Kong law ALLEN OVERY SHEARMAN STERLINGAs to PRC lawCommerce&Finance Law OfficesAs to Cayman Islands lawConyers Dill&PearmanPrincipal BankersChina CITIC BankThe Hongkong and Shanghai Banking Corporation LimitedBank of China(Hong Kong)LimitedCMB Wing Lung BankRegistered OfficeCricket S
6、quareHutchins Drive,P.O.Box 2681Grand Cayman,KY1-1111Cayman IslandsHeadquarters and Principal Place of Business in the PRCNo.68 Guangming Da DaoDongcheng DistrictDongguanThe PRCInterim Report 20253Corporate Information(Continued)Principal Place of Business in Hong Kong 8/FTimes Media CentreNo.133 Wa
7、n Chai RoadHong KongPrincipal Share Registrar and Transfer OfficeConyers Trust Company(Cayman)LimitedCricket SquareHutchins Drive,P.O.Box 2681Grand Cayman,KY1-1111Cayman IslandsHong Kong Share RegistrarComputershare Hong Kong Investor Services Limited Shops 17121716,17/FHopewell Centre183 Queens Roa
8、d EastWanchaiHong KongStock Code6068Company WWisdom Education International Holdings Company LimitedOperational and Financial Highlights4For the six months endedSelected Financial Information RMB000(unless otherwise stated)28 February202529 February2024ChangePercentageChange(unaudited)(unaudited)Rev
9、enue69,68779,663(9,976)(12.5%)Profit for the period51,59947,1744,4259.4%Core net profit(Note 1)29,55516,59812,95778.1%Basic earnings per share(RMB cents)2.382.170.219.7%Note 1:Core net profit was derived from profit for the period after adjusting for items that are not indicative of the Groups opera
10、ting performance.This is not an IFRS Accounting Standards measure.For details,please refer to the following reconciliation and the section headed“Financial Review”in this report.For the six months ended28 February202529 February2024RMB000RMB000(unaudited)(unaudited)Profit for the period51,59947,174A
11、djustments for:Change in Financial guarantee contracts(Note 2)(25,601)(29,280)Exchange loss(gain),net3,082(1,889)Share-based payment expenses,net of reversal475593 Core net profit29,55516,598 Note 2:The adjustment represented the reversal of expected credit loss for financial guarantee contracts of
12、RMB13,643,000(2024:RMB16,742,000)less amortised income of financial guarantee contracts of RMB11,958,000(2024:RMB12,538,000).For details,please refer to note 17 to the unaudited condensed consolidated financial statements of the Group and the section headed“Contingent Liabilities”in this report.Inte
13、rim Report 20255Operational and Financial Highlights(Continued)As atSelected Financial InformationRMB000(unless otherwise stated)28 February202531 August2024ChangePercentageChange(unaudited)(audited)Bank balances and cash (including pledged bank deposits)323,050348,258(25,208)(7.2%)Borrowings230,650
14、254,285(23,635)(9.3%)Gearing ratio(Note 3)37.0%46.1%Note 3:Gearing ratio is calculated as total borrowings and loan payables to a director divided by total equity at the end of the relevant period/year.Wisdom Education International Holdings Company LimitedCorporate Profile6OverviewEstablished in 20
15、03,we were mainly engaged in the provision of full spectrum private fundamental education,including primary,middle and high schools in the PRC and ancillary services to students.As a result of the issuance of the Implementation Regulations of the Peoples Republic of China(the“PRC”)on the Law Regardi
16、ng the Promotion of Private Education which came into effect on 1 September 2021,the business of provision of full spectrum private fundamental education in the PRC was deconsolidated from the Group on 31 August 2021 and we are no longer engaged in the operation of private schools providing compulso
17、ry education since 1 September 2021.We are mainly engaged in the school-related supply chain business and provision of comprehensive educational services to students of primary,middle and high schools and other customers in the PRC.We aim to offer high quality educational services to students as a v
18、aluable supplement to the curriculum educational services provided by schools to promote all-rounded development of students.Students well-being is at the core of our values and we will continue to provide our educational services in a manner consistent with the values and attitudes in which we beli
19、eve.Our Educational PhilosophyOur educational objectives are“to serve the society with honesty and integrity through our services”and“to cultivate talents with a warm and loving heart”(以誠心服務社會,以愛心培育人才).To achieve our objectives,we have established the following educational philosophy:enhance moralit
20、y and foster talents;nurture worthy and capable,sincere and upright graduates(賢良方正,立德樹人).Interim Report 2025Management Discussion and Analysis7BUSINESS REVIEWWe are mainly engaged in the school-related supply chain business and provision of comprehensive educational services to students of primary,m
21、iddle and high schools and other customers in the PRC.During the six months ended 28 February 2025,the performance of our business segment of comprehensive educational services was moderate.On the other hand,although the business segment of school-related supply chain encountered a mild drop in perf
22、ormance during the six months ended 28 February 2025,it remains a stable source of revenue for the Group.For further details,please refer to the section headed“Financial Review”in this report.FUTURE PROSPECTSWe are well-prepared to capture the opportunities and challenges ahead for our comprehensive
23、 educational services segment.We will continue to offer high quality educational services to students as a valuable supplement to the standard curriculum provided by schools to promote all-rounded development of students.Leveraging on the years of experience in the education industry and school-rela
24、ted supply chain management,we will strive to fully integrate our resources to build an educational service platform.The specific services include providing comprehensive educational management services,sales of daily necessities and other educational materials,etc.In addition,management of the Grou
25、p is continuing to explore the feasibility of spinning off the high school portion from the schools that have been deconsolidated from the Group since 31 August 2021 as a separate for-profit high school entity,to resume its control over such high school entity,in a manner that is in compliance with
26、the applicable laws and regulations.Wisdom Education International Holdings Company Limited8Management Discussion and Analysis(Continued)FINANCIAL REVIEWFor the six months ended 28 February 2025,total revenue decreased by 12.5%to RMB69.7 million and profit increased by 9.4%to RMB51.6 million,as comp
27、ared with that of the corresponding period in 2024.RevenueDuring the six months ended 28 February 2025,revenue consists of(i)school-related supply chain business,sales of daily necessities and other educational materials;and(ii)comprehensive educational services.A further analysis of our revenue by
28、each service line is presented as follows:By service linesFor the six months ended 28 February 2025%of TotalFor the six months ended 29 February 2024%of Total School-related supply chain business34,07848.952,87266.4Comprehensive educational services35,60951.126,79133.6 Total revenue69,68710079,66310
29、0 Revenue from school-related supply chain business decreased significantly by RMB18.8 million or 35.5%from RMB52.9 million for the six months ended 29 February 2024 to RMB34.1 million for the six months ended 28 February 2025.There was a significant increase of revenue from comprehensive educationa
30、l services by RMB8.8 million or 32.9%during the current period as compared with the prior period.As a result of the foregoing,total revenue during the six months ended 28 February 2025 decreased by 12.5%to RMB69.7 million as compared with the prior period.Cost of RevenueOur cost of revenue primarily
31、 consists of cost of material for the supply chain business and costs to other third party service suppliers in cooperation.Cost of revenue decreased by RMB3.2 million,or 8.9%,from RMB35.8 million for the six months ended 29 February 2024 to RMB32.6 million for the six months ended 28 February 2025.
32、The decrease was largely due to the reduction in cost of material for the school-related supply chain business.Gross ProfitGross profit decreased by 15.5%from RMB43.9 million for the six months ended 29 February 2024 to RMB37.1 million for the six months ended 28 February 2025,and gross profit margi
33、n was decreased from 55.1%for the six months ended 29 February 2024 to 53.2%for the six months ended 28 February 2025.Interim Report 20259Management Discussion and Analysis(Continued)Other IncomeOther income mainly includes amortised income of financial guarantee contracts and government grants,whic
34、h represents subsidies granted by certain local governments for encouraging domestic business development and unconditional subsidies for the purpose of giving financial support to the Groups operations.There are no unfulfilled conditions or contingencies relating to the above subsidies.The decrease
35、 of other income is mainly due to the government grants of RMB0.9 million for the six months ended 28 February 2025(for the six months ended 29 February 2024:RMB3.1 million).Other Gains and LossesOther gains and losses primarily consist of(i)reversal of expected credit loss for financial guarantee c
36、ontracts of RMB13.6 million;(ii)net exchange loss of RMB3.1 million resulting from the appreciation of Hong Kong dollars(HK$)against RMB during the six months ended 28 February 2025.Administrative ExpensesAdministrative expenses primarily consist of(i)salaries and other benefits for general and admi
37、nistrative staff,(ii)travel expenses,(iii)entertainment expenses,and(iv)other expenses,which mainly consist of repair and maintenance expenses,utilities,legal and professional fees,and other administrative expenses.Administrative expenses decreased by 19.3%from RMB16.0 million for the six months end
38、ed 29 February 2024 to RMB12.9 million for the six months ended 28 February 2025 primarily due to the decrease of expected credit loss,staff costs and professional fees in current period.Finance IncomeFinance income primarily consists of interest income from bank deposits,restricted bank deposits,lo
39、ans to third parties and amounts due from Affected Entities.Finance income decreased from RMB14.9 million for the six months ended 29 February 2024 to RMB14.5 million for the six months ended 28 February 2025 was primarily due to the decrease in interest income from Affected Entities during the curr
40、ent period.Finance CostsFinance costs consist of the interest expenses for bank borrowings and interest on lease liabilities.Profit before TaxationAs a result of the foregoing,profit before taxation slightly increase from RMB57.4 million for the six months ended 29 February 2024 to RMB57.6 million f
41、or the six months ended 28 February 2025.TaxationIncome tax expense of the Group decreased by 40.8%from RMB10.2 million for the six months ended 29 February 2024 to RMB6.0 million for the six months ended 28 February 2025.The effective tax rate of the Group for the six months ended 28 February 2025
42、and the six months ended 29 February 2024 was 10.5%and 17.8%,respectively.Wisdom Education International Holdings Company Limited10Management Discussion and Analysis(Continued)Profit for the PeriodAs a result of the above factors,profit for the period slightly increased from RMB47.2 million for the
43、six months ended 29 February 2024 to RMB51.6 million for the six months ended 28 February 2025.Core Net ProfitThe Group defines its core net profit as its profit for the period after adjusting for those items which are not indicative of the Groups operating performances as presented in the table bel
44、ow.This is not an IFRS Accounting Standards measure.The Group has presented this item because the Group considers it an important supplemental measure of the Groups operational performance used by the Group as well as analysts or investors.The following table reconciles from profit for the period to
45、 core net profit for the two financial periods presented below:For the six months ended28 February202529 February2024RMB000RMB000 Profit for the period51,59947,174Adjustments for:Change in financial guarantee contracts(Note 1)(25,601)(29,280)Exchange loss(gain),net3,082(1,889)Share-based payment exp
46、enses,net of reversal475593 Core net profit29,55516,598 Note 1:The adjustment represented the reversal of expected credit loss for financial guarantee contracts of RMB13,643,000(2024:RMB16,742,000)less amortised income of financial guarantee contracts of RMB11,958,000(2024:RMB12,538,000).For details
47、,please refer to note 17 to the unaudited condensed consolidated financial statements of the Group and the section headed“Contingent Liabilities”in this report.Core net profit for the period increased by RMB13.0 million,or 78.1%,from RMB16.6 million for the six months ended 29 February 2024 to RMB29
48、.6 million for the six months ended 28 February 2025.Core net profit margin increase from 20.8%for the six months ended 29 February 2024 to 42.4%for the six months ended 28 February 2025.Capital ExpenditureWe operate under an asset-light model.During the six months ended 28 February 2025,the Group p
49、aid approximately RMB7.7 million for the acquisition of property,plant and equipment.Interim Report 202511Management Discussion and Analysis(Continued)Liquidity,Financial Resources and Capital StructureThe Group recorded net cash inflow from operating activities of RMB17.1 million for the six months
50、 ended 28 February 2025.The Groups cash flow from investing activities for the six months ended 28 February 2025 primarily consists of(i)a net inflow for withdrawal of restricted bank deposits of RMB48.3 million which includes withdrawal of restricted bank deposits of RMB298.3 million and placement
51、of restricted bank deposits of RMB250.0 million,(ii)placement of time deposits of RMB38.1 million and(iii)deposit of RMB9.8 million paid for acquisition of two entities.The Groups cash flow from financing activities for the six months ended 28 February 2025 primarily consists of(i)net outflow for re
52、payment of bank borrowings of RMB20.8 million and(ii)net outflow for repayment of loans to a director of RMB11.8 million.Primarily due to the above activities,the Group recorded a net decrease in cash and cash equivalents of RMB21.1 million during the six months ended 28 February 2025.As at 28 Febru
53、ary 2025,the Groups total restricted bank deposits,time deposits and cash and cash equivalents amounted to RMB323.1 million,of which the majority were denominated in RMB(as at 31 August 2024:RMB348.3 million).As at 28 February 2025,the Groups total bank borrowings amounted to RMB230.7 million repaya
54、ble within one year.The Groups bank borrowings carried interest rates ranging from 3.9%to 4.0%per annum.Bank borrowings of RMB230.7 million were denominated in HK$.The Group recorded net current assets of RMB323.0 million as at 28 February 2025(as at 31 August 2024:RMB251.4 million).Gearing RatioThe
55、 Groups gearing ratio is calculated as total bank borrowings and loan payable to a director divided by total equity at the end of the relevant period/year.The Groups gearing ratio as at 28 February 2025 was 37.0%(as at 31 August 2024:46.1%).The decrease in gearing ratio was mainly due to a decrease
56、in the amount of total bank borrowings and the increment of total equity during the six months ended 28 February 2025.Taking into consideration the total restricted bank deposits,time deposits and cash and cash equivalents of RMB323.1 million,the Group does not have any net borrowings balance as at
57、28 February 2025 which is calculated as total bank borrowings and loan payable to a director,net of restricted bank deposits,time deposits and cash and cash equivalent.Foreign Exchange ExposureThe majority of the Groups revenue and expenditures are denominated in RMB,the functional currency of the C
58、ompany,except that certain income and expenditures are denominated in HK$.As at 28 February 2025,certain bank balances and cash and investment products were denominated in HK$or United States Dollars.The Group did not enter into any financial instrument for hedging purpose.The Group will continue to
59、 monitor the foreign exchange rate risk and consider hedging significant foreign currency exposure should the need arises.Wisdom Education International Holdings Company Limited12Management Discussion and Analysis(Continued)Contingent LiabilitiesSave for the financial guarantee provided to the Affec
60、ted Entities in support of bank borrowings of the Affected Entities as disclosed in note 17 to the unaudited condensed consolidated financial statements of the Group,the Group did not have any material contingent liabilities that are required to be disclosed.Prior to 31 August 2021,the Affected Enti
61、ties were regarded as subsidiaries of the Group and the financial guarantee contracts were initially recognised upon the deconsolidation of the Affected Entities on 31 August 2021.During the six months ended 28 February 2025,no additional new financial guarantees have been provided by the Group to t
62、he Affected Entities.As at 28 February 2025,the aggregate amount of outstanding financial guarantees issued to banks in respect of banking facilities granted to the Affected Entities that the Group could be required to be paid has been reduced from RMB3,934.9 million as at 31 August 2024 to RMB3,741
63、.0 million as at 28 February 2025 following by certain repayments of the existing loan balances by the Affected Entities during the period.Pledge of AssetsAs at 28 February 2025,the Groups bank borrowings were secured by restricted bank deposits.REGULATORY UPDATEThere has been no significant update
64、since the publication of the Companys annual report for the year ended 31 August 2024(the“2024 Annual Report”).Please refer to the 2024 Annual Report for details of the regulatory update.MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURESThere has been no material acqui
65、sition and disposal of subsidiaries,associates or joint ventures during the six months ended 28 February 2025.SIGNIFICANT INVESTMENTS HELD AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSThe Company has no significant investments held,material acquisitions and disposals of subsidiaries,as
66、sociates,joint ventures and future plans for material investments or capital asset during the six months ended 28 February 2025.EMPLOYEE BENEFITSAs at 28 February 2025,the Group had approximately 131 employees.The Group participates in various employee benefit plans,including provident fund,housing,
67、pension,medical insurance and unemployment insurance.The Company has also adopted a pre-IPO share option scheme,a share option scheme and a share award scheme for its employees and other eligible persons.Salaries and other benefits of the Groups employees are generally reviewed on a regular basis in
68、 accordance with individual qualifications and performance,result performance of the Group and other relevant market conditions.The Group also provides internal and external training programs to its employees.Total employee remuneration(including directors remuneration)for the six months ended 28 Fe
69、bruary 2025 amounted to approximately RMB9.2 million(for the six months ended 29 February 2024:RMB9.7 million).Total employee remuneration for the six months ended 28 February 2025 included an amount of RMB0.5 million(for the six months ended 29 February 2024:RMB0.6 million)of share-based payment ex
70、penses.Interim Report 202513Management Discussion and Analysis(Continued)EVENTS AFTER THE REPORTING PERIODAs at the date of this report,the Group had no significant events after the reporting period that are required to be disclosed.USE OF PROCEEDSOn 18 August 2020,the Company completed the placing
71、of 130,000,000 new shares at HK$4.24 per new share(the“Placing”)to no less than six placees,who and whose respective ultimate beneficial owners are independent of the Company and the connected persons of the Company.The net proceeds from the Placing were approximately HK$545.7 million(equivalent to
72、approximately RMB487.7 million)(“Net Placing Proceeds”).The Company intended to use the net proceeds from the Placing for construction and development of the Groups schools in the PRC and general corporate purpose.Details of the Placing are set out in the Companys announcements dated 11 August 2020
73、and 18 August 2020 respectively.As a result of the deconsolidation of the Groups schools operated through the Affected Entities as of 31 August 2021,the Company believes that there is currently no longer an immediate need to apply any remaining net proceeds for construction and development of the sc
74、hools in the PRC.Therefore,the Company has reallocated the unutilised Net Placing Proceeds in the amount of approximately RMB95.1 million to be used for subscription of a fund(the“Fund”)during the year ended 31 August 2022.For details,please refer to the Companys announcement dated 14 April 2022 and
75、 the 2022 Annual Report.The revised use of the Net Placing Proceeds is set forth below:Intended use of Net Placing Proceeds Revised use of unutilised Net Placing Proceeds Unutilised balance as at1 September 2024Utilisedamountduring thesix months ended28 February2025 Total utilised amount as at28 Feb
76、ruary2025Unutilised balance as at 28 February 2025Expected timeline for full utilisation of the unutilised balance as previously disclosedRMB millionRMB millionRMB millionRMB millionRMB millionRMB million Construction and development of schools150.046.746.7Not applicableNot applicableNot applicableG
77、eneral corporate purpose337.7345.9345.9Subscription of the Fund95.195.1 Total:487.7487.7487.7 All the Net Placing Proceeds were utilised in accordance with the expected timeline and intentions as previously disclosed by the Company.Wisdom Education International Holdings Company LimitedOther Informa
78、tion14INTERIM DIVIDEND The Board does not recommend the payment of an interim dividend for the six months ended 28 February 2025.SHARE AWARD SCHEMEThe Company has adopted a share award scheme(the“Scheme”)as a means to recognise the contribution of,and provide incentives for the key management person
79、nel including Directors and senior management and employees of the Group.The shares(“Shares”)to be awarded under the Scheme will be purchased by a trustee(the“Trustee”)from the open market or subscribed from the Company as new Shares out of cash contributed by the Group and be held on trust for the
80、selected participants(“Selected Participants”)until such Shares are vested with the relevant Selected Participants in accordance with the provisions of the Scheme.The Scheme shall be subject to administration of the Board and the Trustee in accordance with the Scheme rules and the trust deed dated 7
81、 June 2017.As at 28 February 2025,the Trustee has purchased a total of 11,704,000 Shares(as at 31 August 2024:11,704,000 Shares)on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”).On 6 September 2018,the Board resolved to grant a total of not more than 8,400,000 Shares(the“Awarded Shares
82、”)to 12 Selected Participants.The Awarded Shares represent approximately 0.39%of the total issued shares of the Company as at the date of this report.Subject to the acceptance of grant of the Awarded Shares by the Selected Participants and the terms and conditions of the Scheme,the Awarded Shares wi
83、ll be vested in full in ten years according to the respective vesting schedule for the grant.Interim Report 202515Other Information(Continued)DIRECTORS AND CHIEF EXECUTIVES INTEREST AND SHORT POSITIONS IN THE SHARES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONAs at
84、28 February 2025,the interests and short positions of the Directors and the chief executive of the Company in the shares,underlying shares and debentures of the Company or its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(“SFO”),Chapter 571 of the Laws
85、 of Hong Kong)which(a)were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they have taken,or are deemed to have taken,under such provisions of the SFO);or(b)were required,pursuant to Sect
86、ion 352 of the SFO,to be recorded in the register required to be kept by the Company;or(c)were required,pursuant to the Model Code for Securities Transaction by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules,to be notified to the Company and the Stock Exchange were as fol
87、lows:Long positions in Shares and underlying Shares of the CompanyName of Director/chief executiveCapacityInterest inSharesInterest in underlying SharesTotal interest in Shares and underlyingSharesApproximate percentage of shareholding Mr.Liu Xuebin (“Mr.Liu”)(Note 1)Interest of controlled corporati
88、on930,000,000(Note 2)930,000,00042.70%Beneficial interest3,498,0003,498,0000.16%Ms.Li Suwen (“Ms.Li”)(Note 1)Interest of controlled corporation570,000,000(Note 3)570,000,00026.17%Beneficial interest3,428,0003,428,0000.16%Mr.Li Jiuchang (Note 5)Beneficial interest600,000600,0000.03%Notes:(1)Mr.Liu an
89、d Ms.Li are co-founders of the Group and are parties acting in concert with each other.(2)Mr.Liu holds the entire issued capital of Bright Education(Holdings)Co.Limited(“Bright Education Holdings”),a company incorporated in the British Virgin Islands,and is therefore deemed to be interested in 930,0
90、00,000 Shares held by Bright Education Holdings.(3)Ms.Li holds the entire issued capital of Bright Education Investment Co.Limited(“Bright Education Investment”),a company incorporated in the British Virgin Islands,and is therefore deemed to be interested in 570,000,000 Shares held by Bright Educati
91、on Investment.(4)Mr.Liu is a director of Bright Education Holdings and Ms.Li is a director of Bright Education Investment.(5)Mr.Li Jiuchang,an executive Director of the Company,was granted not more than 1,500,000 Shares under the share award scheme of the Company as adopted on 7 June 2017 subject to
92、 vesting conditions.Wisdom Education International Holdings Company Limited16Other Information(Continued)SUBSTANTIAL SHAREHOLDERS INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANYAs at 28 February 2025,the following persons or corporations,other than the Directors or t
93、he chief executive of the Company,had interests or short positions in the Shares or underlying Shares as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:Long positionsName of ShareholderCapacityTotal interest in Shares and underlying SharesApproximate p
94、ercentage of interest in theCompany Bright Education Holdings(Note 1)Beneficial interest930,000,00042.70%Bright Education Investment(Note 2)Beneficial interest570,000,00026.17%Notes:(1)Bright Education Holdings is wholly-owned by Mr.Liu,and has a direct beneficial interest of 42.70%in the Company.(2
95、)Bright Education Investment is wholly-owned by Ms.Li and has a direct beneficial interest of 26.17%in the Company.Save as disclosed above,as at 28 February 2025,no other person or corporation,other than the Directors or the chief executive of the Company,had an interest or short position in the Sha
96、res or underlying Shares as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.SHARE OPTION SCHEMEIn order to provide incentives to our Directors,senior management,employees and other eligible persons for their contribution to the Group and to attract and
97、retain suitable personnel of our Group,we adopted a pre-IPO share option scheme(“Pre-IPO Share Option Scheme”)and a share option scheme(“Share Option Scheme”)on 3 January 2017.For details of the terms of the Pre-IPO Share Option Scheme and the Share Option Scheme,please refer to Appendix V to the Pr
98、ospectus.As at 1 September 2024 and 28 February 2025,there are no outstanding options granted under the Pre-IPO Share Option Scheme or the Share Option Scheme.No share options were granted,exercised,cancelled or lapsed under the Pre-IPO Share Option Scheme or the Share Option Scheme during the six m
99、onths ended 28 February 2025.The total number of options available for grant under the scheme mandate limit of the Pre-IPO Share Option Scheme as at 1 September 2024 and 28 February 2025 should be the remainder of the scheme limit,representing nil of the share capital of the Company respectively.The
100、 number of Shares available for issue under the Pre-IPO Share Option Scheme as of the date of this report is 209,815,400 Shares,representing approximately 9.63%of the issued share capital of the Company.The total number of shares available for grant under the scheme mandate limit of the Share Option
101、 Scheme as at 1 September 2024 and 28 February 2025 is 197,000,000 shares,representing approximately 9.04%of the total issued share capital of the Company.The number of Shares available for issue under the Share Option Scheme as of the date of this report is 214,815,400 Shares,representing approxima
102、tely 9.86%of the total issued share capital of the Company.PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESDuring the six months ended 28 February 2025,neither the Company nor any of its subsidiaries purchased,sold or redeemed any listed securities of the Company.Interim Report 202517Ot
103、her Information(Continued)COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix C3 to the Listing Rules as the Companys code for dealings in secur
104、ities of the Company by the Directors.Having made specific enquiry of all the Directors,they have confirmed that they have complied with the Model Code during the six months ended 28 February 2025.CORPORATE GOVERNANCEThe Board has committed to achieving high corporate governance standards in order t
105、o safeguard the interests of Shareholders and to enhance corporate value and accountability.The Company has applied the principles as set out in the Corporate Governance Code(the“CG Code”)contained in Appendix C1 to the Listing Rules and has complied with all the applicable code provisions,save and
106、except for code provision C.2.1 which stipulates that the roles of chairman and chief executive(“CEO”)should not be performed by the same individual.Ms.Li Suwen(“Ms.Li”)was appointed as the chairperson of the Board(“Chairperson”)following the step down of Mr.Liu Xuebin from the position of chairman
107、of the Board on 28 September 2018.Ms.Li performs the dual roles of both Chairperson and CEO.The Board believes that it is in the interest of the Company and its Shareholders for Ms.Li to assume the responsibilities of such positions,given that Ms.Li is one of the co-founders of the Group and has ext
108、ensive experience in the operation and management of the Group as an executive Director and CEO.The Board also considers that such arrangement will not impair the balance of power and authority between the Board and the management as the Board comprises five other experienced individuals including t
109、wo other executive Directors and three independent non-executive Directors.In addition,for major decisions of the Group,the Company will consult Board committees and senior management as and when appropriate.The Board will review such arrangement from time to time and will continue to review and mon
110、itor the corporate governance practices of the Company for the purpose of maintaining high corporate governance standards.AUDIT COMMITTEEThe Company has established the Audit Committee with written terms of reference in accordance with the Listing Rules and the CG Code.The primary duties of the Audi
111、t Committee are to assist the Board by providing an independent view of the effectiveness of the financial reporting process,internal control procedures and risk management system of the Group,overseeing the audit process and performing other duties and responsibilities as assigned by the Board.The
112、Audit Committee comprises three members,namely,Mr.Poon Ha Fung,Prof.Sun Kai Lit Cliff,BBS,J.P.,and Mr.Huang Weiguo,all being independent non-executive Directors of the Company.Mr.Poon Ha Fung is the chairman of the Audit Committee.The Audit Committee has reviewed the unaudited condensed consolidated
113、 financial statements of the Group for the six months ended 28 February 2025.The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by the Company and internal control with senior management members of the Company.SUFFICIENCY OF PUBLIC FLOATBased
114、 on information that is publicly available to the Company and within the knowledge of the Directors,the Directors confirm that the Company has maintained the prescribed public float under the Listing Rules for the six months ended 28 February 2025.By Order of the BoardWisdom Education International
115、Holdings Company LimitedLi SuwenChairpersonDongguan,25 April 2025Condensed Consolidated Statement of Profit or Loss and Other Comprehensive IncomeFor the six months ended 28 February 202518Wisdom Education International Holdings Company LimitedSix months ended28 February 202529 February 2024NotesRMB
116、000RMB000(unaudited)(unaudited)Revenue369,68779,663Cost of revenue(32,586)(35,750)Gross profit37,10143,913Other income413,14115,788Other gains and losses510,4973,186Administrative expenses(12,910)(16,006)Finance income14,50314,906Finance costs(4,689)(4,397)Profit before taxation57,64357,390Taxation6
117、(6,044)(10,216)Profit and total comprehensive income for the period751,59947,174 EARNINGS PER SHAREBasic(RMB cents)92.382.17 Diluted(RMB cents)92.382.17 Condensed Consolidated Statement of Financial PositionAs at 28 February 2025Interim Report 2025 19At 28 February 2025At 31 August 2024NOTESRMB000RM
118、B000(unaudited)(audited)Non-current Assets Property,plant and equipment1020,6749,866Right-of-use assets10105,266101,688Trade receivables,deposits,prepayments and other receivables11207,841241,653Financial assets at fair value through profit or loss(“FVTPL”)100100Deferred tax assets1,1331,302 335,014
119、354,609 Current AssetsInventories goods for sale4,5214,765Trade receivables,deposits,prepayments and other receivables11601,122568,695Restricted bank deposits12258,806301,238Time deposits1338,110Cash and cash equivalents1326,13447,020 928,693921,718 Current LiabilitiesContract liabilities1415,84812,
120、355Trade and other payables and accrued expenses15175,290190,498Income tax payable34,73138,585Lease liabilities702554Borrowings16230,650254,285Financial guarantee contracts17148,459174,060 605,680670,337 Net Current Assets323,013251,381 Total Assets Less Current Liabilities658,027605,990 As at 28 Fe
121、bruary 202520Wisdom Education International Holdings Company LimitedCondensed Consolidated Statement of Financial Position(Continued)At 28 February 2025At 31 August 2024NOTERMB000RMB000(unaudited)(audited)Capital and ReservesShare capital1819,26319,263Reserves634,240582,166 653,503601,429 Non-curren
122、t LiabilitiesTrade and other payables and accrued expenses154,561Lease liabilities4,524 4,5244,561 658,027605,990 Condensed Consolidated Statement of Changes in EquityFor the six months ended 28 February 2025Interim Report 2025 21 Share capitalShare premiumMerger reserveStatutory surplus reserveShar
123、es held for share award scheme reserveAccumulated profitsTotal RMB000RMB000RMB000RMB000RMB000RMB000RMB000(Note i)(Note ii)At 1 September 202319,263228,1065,0008,128(26,989)378,701612,209 Profit and total comprehensive income for the period47,17447,174 Recognition of share-based payment expenses(note
124、 19)593593Dividend recognised as distribution(note 8)(108,908)(108,908)At 29 February 2024(unaudited)19,263119,1985,0008,128(26,396)425,875551,068 At 1 September 202419,263119,7085,0007,666(25,914)475,706601,429 Profit and total comprehensive income for the period51,59951,599 Recognition of share-ba
125、sed payment expenses(note 19)475475 At 28 February 2025(unaudited)19,263119,7085,0007,666(25,439)527,305653,503 Notes:i.On 30 August 2023,Dongguan Ruixing Business Services Co.,Ltd.(東莞瑞興商務服務有限公司)(“Dongguan Ruixing”),a wholly-owned subsidiary of the Company,had entered into contractual arrangements w
126、ith Guangdong Guangzheng Educational Group Co.,Ltd.(廣東光正教育集團有限公司)(“Guangdong Guangzheng”)and Zhongshan Wenrui Education Investment Co.,Ltd.(中山市文睿教育投資有限公司)(“Zhongshan Wenrui”)(the“Zhongshan Contractual Arrangement”),which enabled Dongguan Ruixing and the Company to have control over Zhongshan Wenrui
127、though the Company did not have any equity interest in Zhongshan Wenrui.Merger reserve represents the paid-in capital of Zhongshan Wenrui upon the Company becoming the holding company of Zhongshan Wenrui which was effective from the date of the Zhongshan Contractual Arrangement.ii.Pursuant to the re
128、levant laws in the Peoples Republic of China(the“PRC”),the Companys subsidiaries in the PRC shall make appropriations from after-tax profit to non-distributable reserve funds as determined by the board of directors of the relevant PRC subsidiaries.For PRC subsidiaries with limited liability,it is re
129、quired to make annual appropriations to general reserve of 10%of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50%of the relevant PRC entitys registered capital.Condensed Consolidated Statement of Cash FlowsFor the six months ended 28 F
130、ebruary 202522Wisdom Education International Holdings Company LimitedSix months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)NET CASH FROM(USED IN)OPERATING ACTIVITIES17,125(24,154)INVESTING ACTIVITIES Interest received5,8736,235Placement of restricted bank deposits(250,000
131、)(6,155)Withdrawal of restricted bank deposits298,326Placement of time deposits(38,110)Payments for acquisition of property,plant and equipment(7,704)(466)Proceeds from disposal of property,plant and equipment4Dividends received from financial assets at FVTPL1,055Loans to third parties(7,000)(35,000
132、)Repayment from loan to a third party6,500Repayment from Affected Entities(as defined in note 11)12,087Deposit paid for acquisition of two entities(9,750)(15,000)NET CASH USED IN INVESTING ACTIVITIES(1,865)(37,240)FINANCING ACTIVITIESProceeds from bank borrowings230,650Repayments of bank borrowings(
133、251,419)(9)Repayments of lease liabilities(869)(485)Interest paid(2,980)(4,367)Loans from a director36,629Repayment to a director(48,400)Repayment to Affected Entities(45,457)NET CASH USED IN FINANCING ACTIVITIES(36,389)(50,318)NET DECREASE IN CASH AND CASH EQUIVALENTS(21,129)(111,712)CASH AND CASH
134、EQUIVALENTS AT BEGINNING OF THE PERIOD47,020242,226Effect of foreign exchange rate changes243(150)CASH AND CASH EQUIVALENTS AT END OF THE PERIOD,represented by bank balances and cash26,134130,364 Notes to the Condensed Consolidated Financial StatementsFor the six months ended 28 February 2025Interim
135、 Report 2025 231.Basis of PreparationThe condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting issued by the International Accounting Standards Board(“IASB”)as well as the applicable disclosure requirements
136、of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.These condensed financial statements should be read in conjunction with the 2024 annual financial statements.The accounting policies(including the significant judgements made by management in applying the Gro
137、ups accounting policies and the key sources of estimation uncertainty)and methods of computation used in the preparation of these condensed financial statements are consistent with those used in the annual financial statements for the year ended 31 August 2024.2.Principal Accounting PoliciesThe cond
138、ensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments,which are measured at fair values,as appropriate.Other than additional accounting policies resulting from application of new and amendments to IFRS Accounting Standards,th
139、e accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 28 February 2025 are the same as those presented in the Groups annual financial statements for the year ended 31 August 2024.Application of new and amendments to IFRS Acc
140、ounting StandardsIn the current interim period,the Group has applied the following new and amendments to IFRS Accounting Standards issued by IASB,for the first time,which are mandatorily effective for the annual period beginning on 1 September 2024 for the preparation of the Groups condensed consoli
141、dated financial statements:Amendments to IFRS 16Lease Liability in a Sale and LeasebackAmendments to IAS 1Classification of Liabilities as Current or Non-currentAmendments to IAS 1Non-current Liabilities with CovenantsAmendments to IAS 7 and IFRS 7Supplier Finance ArrangementsThe application of the
142、new and amendments to IFRS Accounting Standards in the current interim period has had no material impact on the Groups financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.For the six months ended
143、 28 February 202524Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)3.Revenue and Segment InformationThe Group provides different kinds of services and sales of goods to its customers,including school-related supply chain busin
144、ess,e.g.sales of daily necessities and other educational materials;and comprehensive educational services,e.g.provision of extracurricular activities program,study tours and etc.Revenue represent income from school-related supply chain business and comprehensive educational services less returns and
145、 sales related tax.The Groups chief operating decision maker(“CODM”)has been identified as the chief executive officer who reviews revenue analysis of the Group as a whole.For the purposes of resource allocation and assessment of segment performance,the CODM reviews the consolidated results when mak
146、ing decisions about allocating resources and assessing performance of the Group as a whole and no other discrete financial information is provided to the CODM.Accordingly,the Group has only one operating and reportable segment and no further analysis of this single segment is presented.The managemen
147、t of the Group assesses the performance of the reportable segment based on the revenue and gross profit for the period of the Group as presented in the condensed consolidated statement of profit or loss and other comprehensive income.The accounting policies of the reportable segment are the same as
148、the Groups accounting policies.No analysis of the Groups assets and liabilities is regularly provided to the management of the Group for review.The revenues attributable to the Groups service lines are as follows:Six months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Schoo
149、l-related supply chain business34,07852,872Comprehensive educational services35,60926,791 69,68779,663 For the six months ended 28 February 2025Interim Report 2025 25Notes to the Condensed Consolidated Financial Statements(Continued)3.Revenue and Segment Information(Continued)Disaggregation of reven
150、ue from contracts with customersThe following is an analysis of the Groups revenue from its major services:Six months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Recognised at a point of time School-related supply chain business33,91248,994Recognised over time School-relat
151、ed supply chain business1663,878 Comprehensive educational services35,60926,791 69,68779,663 4.Other IncomeSix months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Amortised income of financial guarantee contracts(note 18)11,95812,538Government grants(Note)8543,093Others3291
152、57 13,14115,788 Note:Government grants mainly represent unconditional subsidies granted by certain local governments for encouraging domestic business development and giving financial support to the Groups operations.There are no unfulfilled conditions or contingencies relating to the above subsidie
153、s.For the six months ended 28 February 202526Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)5.Other Gains and LossesSix months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Exchange(loss)gain,net(3,08
154、2)1,889Reversal of expected credit loss(“ECL”)for financial guarantee contracts(note 17)13,64316,742Loss on change in fair value of financial assets at FVTPL(16,596)Dividend income from financial assets at FVTPL1,055Others,net(64)96 10,4973,186 6.TaxationSix months ended28 February 202529 February 2
155、024RMB000RMB000(unaudited)(unaudited)Taxation comprises Current tax:PRC Enterprise Income Tax(“PRC EIT”)5,87510,400Overprovision in prior years Hong Kong Profits Tax(4)Deferred tax expenses(credit)169(180)6,04410,216 The Company was incorporated in the Cayman Islands and Bright Education Co.Limited,
156、a subsidiary of the Company,was incorporated in the British Virgin Islands(“BVI”)that are tax exempted as no business carried out in the Cayman Islands and the BVI under the tax laws of the Cayman Islands and the BVI.Under the two-tiered profits tax rates regime of Hong Kong Profits Tax the first HK
157、$2 million of profits of the qualifying group entity will be taxed at 8.25%,and profits above HK$2 million will be taxed at 16.5%.The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.Accordingly,the Hong Kong Profi
158、ts Tax of the qualifying group entity is calculated at 8.25%on the first HK$2 million of the estimated assessable profits and at 16.5%on the estimated assessable profits above HK$2 million.For the six months ended 28 February 2025Interim Report 2025 27Notes to the Condensed Consolidated Financial St
159、atements(Continued)6.Taxation(Continued)Pursuant to the Announcement of(2020)No.23 promulgated by the Ministry of Finance,the State Administration of Taxation and the National Development and Reform Commission in April 2020,the subsidiaries of the Group incorporated in Ganzhou,Jiangxi province,the P
160、RC,are eligible to enjoy a reduced enterprise income tax rate of 15%and the relevant preferential tax policies will end on 31 December 2030.Pursuant to the Yuecaifa(2017)No.11 issued by the Department of Finance of Guangdong Province,the Administration of Local Taxation of Guangdong Province,the Sta
161、te Administration of Taxation of Guangdong Province effective from 1 January 2018,the subsidiaries of the Group incorporated in particular areas of Qingyuan,Guangdong province,the PRC,is eligible to enjoy the exemption of the portion of enterprise income tax shared by the locality and accordingly ap
162、ply a reduced enterprise income tax rate of 15%and the relevant preferential tax policies will end on 31 December 2025.Other than disclosed above,all other subsidiaries of the Company established in the PRC are subject to the PRC EIT of 25%(2024:25%)for the six months ended 28 February 2025.7.Profit
163、 for the PeriodSix months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Profit for the period has been arrived at after charging(crediting):Staff costs,including directors remuneration salaries and other allowances7,9068,328 retirement benefits scheme contributions847785 sha
164、re-based payment expenses,net of reversal475593 Total staff costs9,2289,706 Depreciation of property,plant and equipment1,896923Depreciation of right-of-use assets1,8521,527 Total depreciation3,7482,450 Finance income:bank interest income(note 13)(7,196)(3,421)interest income on financial assistance
165、 with affected Entities(note 11)(4,483)(10,474)interest income on loans to third parties(note 11)(2,824)(1,011)Total finance income(14,503)(14,906)For the six months ended 28 February 202528Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statement
166、s(Continued)8.DividendsDuring the six months ended 28 February 2025,no final dividend in respect of the year ended 31 August 2024(2024:a final dividend in respect of the year ended 31 August 2023 of RMB0.05 per share(equivalent to HK$0.055 per share)amounting to RMB108,908,000(equivalent to HK$119,7
167、98,000)was declared to the shareholders of the Company.The board of directors has resolved not to declare the payment of any interim dividends for the six months ended 28 February 2025 and 29 February 2024.9.Earnings per ShareThe calculation of the basic and diluted earnings per share attributable t
168、o the owners of the Company is based on the following data:Six months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Earnings Profit for the period attributable to owners of the Company for the purposes of basic and diluted earnings per share51,59947,174 Six months ended28 Fe
169、bruary 202529 February 2024RMB000RMB000(unaudited)(unaudited)Number of shares Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share2,169,3342,168,969 For the six months ended 28 February 2025 and 29 February 2024,the weighted average number of ordinary sh
170、ares for the purpose of basic earnings per share shown above have been arrived at after deducting shares held by a share award scheme trust.For the six months ended 28 February 2025Interim Report 2025 29Notes to the Condensed Consolidated Financial Statements(Continued)10.Movements in Property,Plant
171、 and Equipment/Right-of-use AssetsAdditions of property,plant and equipment amounted to RMB12,704,000 for the six months ended 28 February 2025(2024:RMB466,000).No significant disposal of property,plant and equipment or right-of-use assets was made during the six months ended 28 February 2025 and 29
172、 February 2024.11.Trade Receivables,Deposits,Prepayments and Other ReceivablesAt 28 February 2025At 31 August 2024RMB000RMB000(unaudited)(audited)Trade receivables(Note i)27,70315,876Less:Allowance for credit losses(611)(605)27,09215,271 Deposits paid for the acquisitions of two entities(Note ii)57,
173、00047,250Loans to third parties(Note iii)128,026126,329Other receivables from a third party(Note iv)8,62135,268Amounts due from Affected Entities(Note v)398,723395,522Prepayments to third parties for leasehold improvements(Note vi)13,59618,579Prepayments for construction of proposed zhongshan high s
174、chool(Note vii)178,481175,824Prepayments(Note viii)1,6621,246Others1,030789 787,139800,807Less:Allowance for credit losses(5,268)(5,730)781,871795,077 Total trade receivables,deposits,prepayments and other receivables808,963810,348 Current601,122568,695Non-current207,841241,653 808,963810,348 For th
175、e six months ended 28 February 202530Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)11.Trade Receivables,Deposits,Prepayments and Other Receivables (Continued)Notes:i The amounts mainly represent receivables from customers,wh
176、ich were from contracts for provision of goods and services.Receivables from sales of goods and services fee is received in accordance with the terms of the relevant agreements,the customers are allowed a credit period of 30 to 60 days from date of revenue recognition.ii As at 28 February 2025,depos
177、its of RMB57,000,000(as at 31 August 2024:RMB47,250,000)have been paid to two independent third parties in relation to the acquisition of entities in Dongguan,Guangdong province.iii As at 28 February 2025,the amounts represent loans to third parties amounting to RMB128,026,000(as at 31 August 2024:R
178、MB126,329,000)that carry interest ranged from 4.0%to 5.0%(as at 31 August 2024:ranged from 4.0%to 5.0%)per annum and repayable within 12 months,which is non-trade in nature and unsecured.iv Other receivables from a third party represent the amounts held in a third party who manage the prepaid charge
179、 cards of consumers.The balance will be transferred back to the bank accounts of the Group upon the Groups instruction and based on the balance in the statement mutually agreed by the Group and the third party.v Guangdong Guangzheng and its subsidiaries(collectively referred to as the“Affected Entit
180、ies”).As at 28 February 2025 and 31 August 2024,the amounts represent the amounts due from Affected Entities,which are non-trade in nature,unsecured,repayable on demand and interest bearing as set out in note 20.vi As at 31 August 2024,the amounts comprise prepayments of RMB13,596,000(as at 31 Augus
181、t 2024:RMB13,579,000)paid to a third party in relation to the design,decoration and construction works to the Groups retail service centers served for students located in different schools,and prepayments of nil(as at 31 August 2024:RMB5,000,000)paid to a third party in relation to leasehold improve
182、ments of leased properties held by the third party.vii Prepayments for construction of proposed zhongshan high School represents the amounts paid to Affected Entities which would pay to relevant contractors on behalf of the Group for the construction of the proposed zhongshan high school.As at 28 Fe
183、bruary 2025,RMB176,086,000 has been paid to relevant contractors.viii Other prepayments mainly represent the advances paid to suppliers for purchasing of school supplies,school uniform,daily necessities and foods that have not been received.For the six months ended 28 February 2025Interim Report 202
184、5 31Notes to the Condensed Consolidated Financial Statements(Continued)11.Trade Receivables,Deposits,Prepayments and Other Receivables (Continued)The following is an analysis of trade receivables net of allowance for credit losses,by age,presented based on date of revenue recognition.At 28 February
185、2025At 31 August 2024RMB000RMB000(unaudited)(audited)Within 6 months14,92014,6806 months to 1 year11,581564Over 1 year59127 27,09215,271 12.Restricted Bank DepositsRestricted bank deposits represent deposits pledged to banks to secure bank facilities granted to the Group,foreign exchange capital acc
186、ount and dormant account.As at 28 February 2025,deposits amounting to RMB250,000,000(as at 31 August 2024:RMB298,302,000)that have been pledged to secure bank borrowings.The classification as current assets and non-current assets portion is subject to the maturity of bank borrowings.The restricted b
187、ank deposits will be released upon the settlement of bank borrowings.As at 28 February 2025,the restricted bank deposits carried a weighted-average interest rate of 1.5%(as at 31 August 2024:2.13%)per annum.13.Cash and Cash Equivalents and Time DepositsCash and cash equivalentsCash and cash equivale
188、nts of the Group are comprised of cash on hand and bank balances.As at 28 February 2025,the Groups bank balances carried a weighted-average interest rate of 0.12%(as at 31 August 2024:0.19%)per annum.Time depositsTime deposits with original maturity over 3 months carry interest rate of 1.4%per annum
189、 as at 28 February 2025.For the six months ended 28 February 202532Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)14.Contract LiabilitiesAt 28 February 2025At 31 August 2024RMB000RMB000(unaudited)(audited)School-related suppl
190、y chain business5,9345,106Comprehensive educational services9,9147,249 15,84812,355 Contract liabilities are classified as current based on the Groups earliest obligation to transfer goods/services to the customers.The following table shows how much of the revenue recognised relates to carried-forwa
191、rd contract liabilities.Six months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Revenue recognised that was included in the contract liability balance at the beginning of the period10,18011,630 Contract liability is recognised by the Group for the portion of fees that the G
192、roup collected from the customers in relation to performance obligations that have not been satisfied.For the six months ended 28 February 2025Interim Report 2025 33Notes to the Condensed Consolidated Financial Statements(Continued)15.Trade and Other Payables and Accrued ExpensesAt 28 February 2025A
193、t 31 August 2024RMB000RMB000(unaudited)(audited)Trade payables(Note i)53,33264,200Accrued staff benefits and payroll10,1478,261Other tax payables6,6297,451Deposits received669901Amounts due to Affected Entities(Note ii)84,41384,413Loan payable to a director11,03422,805Other payables9,0667,028 175,29
194、0195,059 Current175,290190,498Non-current4,561 175,290195,059 Notes:i.The credit period granted by suppliers on purchase of goods is 30 to 180 days.The Group has financial risk management policies to settle payables within the credit timeframe.As at 28 February 2025 and 31 August 2024,the trade paya
195、bles were aged within 180 days based on invoice date.ii.At 28 February 2025 and 31 August 2024,the amounts are non-trade in nature,unsecured,repayable on demand and interest bearing as set out in note 20.For the six months ended 28 February 202534Wisdom Education International Holdings Company Limit
196、edNotes to the Condensed Consolidated Financial Statements(Continued)16.BorrowingsThe borrowings carry interest with reference to the Hong Kong Interbank Offered Rate ranged from 3.9%to 4.0%as at 28 February 2025(as at 31 August 2024:2.5%).As at 28 February 2025 and 31 August 2024,the Groups bank bo
197、rrowings are secured by restricted bank deposits.17.Financial Guarantee ContractsAt 28 February 2025At 31 August 2024RMB000RMB000(unaudited)(audited)Financial guarantee contracts148,459174,060 The financial guarantee contracts provided to Affected Entities that were recognised in the condensed conso
198、lidated financial statements as at 28 February 2025 and 31 August 2024.As at 28 February 2025,the aggregate amount of outstanding financial guarantees issued to banks in respect of banking facilities granted to Affected Entities that the Group could be required to pay upon amounted to RMB3,741,032,0
199、00(as at 31 August 2024:RMB3,934,939,000)if the guarantees were called upon in entirety,RMB2,316,802,000(as at 31 August 2024:RMB2,510,709,000)of the outstanding financial guarantees has been utilised by the Affected Entities.During the six months ended 28 February 2025,amortised income of financial
200、 guarantee contracts amounting to RMB11,958,000(2024:RMB12,538,000)is recognised in other income and ECL for financial guarantee contracts amounting to RMB13,643,000(2024:RMB16,742,000)is reversed in other gains and losses,which are set out in notes 4 and 5,respectively.18.Share CapitalPar valueNumb
201、er of sharesNominal amountHK$Ordinary shares Authorised:At 1 September 2023(audited),29 February 2024(unaudited),1 September 2024(audited)and 28 February 2025(unaudited)HK$0.0110,000,000,000100,000,000 For the six months ended 28 February 2025Interim Report 2025 35Notes to the Condensed Consolidated
202、 Financial Statements(Continued)18.Share Capital(Continued)Par valueNumber of sharesNominal amountNominal amount equivalent toShown in the condensed consolidated financial statements as HK$RMBRMB000 Issued and fully paid:At 1 September 2023(audited),29 February 2024(unaudited),1 September 2024(audit
203、ed)and 28 February 2025(unaudited)HK$0.012,178,154,00021,781,54019,263,02419,263 19.Share-based PaymentsShare Award SchemeThe Company has adopted the share award scheme with effect from 7 June 2017 as means to recognise the contribution of and provide incentives for the key management personnel incl
204、uding directors and senior management and employees of the Group(“Selected Participants”).During the six months ended 28 February 2025 and 29 February 2024,no share has been purchased by the trustee.During the six months ended 28 February 2025,share-based payment expenses amounted to RMB475,000(2024
205、:RMB593,000)was recognised under the share award scheme.No shares were vested for the six months ended 28 February 2025 and 29 February 2024.As at 28 February 2025,the number of shares held by the Trustee was 10,195,000 shares(as at 31 August 2024:10,195,000 shares),of which are 1,375,000 shares(as
206、at 31 August 2024:1,375,000 shares)have been vested and yet to transfer to the Selected Participants,the net total number of shares held by the Trustee was 8,820,000 shares(as at 31 August 2024:8,820,000 shares)but have not yet vested under the share award scheme.For the six months ended 28 February
207、 202536Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)20.Related Party TransactionsDuring the periods,the Group entered into the following significant transactions with related parties:Six months ended28 February 202529 Febru
208、ary 2024RMB000RMB000RelationshipsNature of transactions(unaudited)(unaudited)An entity controlled by Mr.LiuHospitality expenses15An entity controlled by Ms.Li Suwen(“Ms.Li”)Interest expenses on lease liabilities11131Affected Entities controlled by Mr.Liu and Ms.LiInterest income4,48310,474 At 28 Feb
209、ruary 2025At 31 August 2024RelationshipsNature of balancesRMB000RMB000 An entity controlled by Ms.LiLease liabilities77554An entity controlled by Ms.LiRental deposits287284Mr.LiuAmount due to a director(Note i)997985Mr.LiuLoans payable to a director(Note ii)11,03422,805 Notes:(i)The amount due to a
210、director is non-trade in nature,unsecured,interest-free and repayable on demand and is included in the trade and other payables and accrued expenses in the condensed consolidated financial statements.(ii)The loans payable to a director are non-trade in nature,unsecured and carry interest at a fixed
211、rate of 2%per annum.For the six months ended 28 February 2025Interim Report 2025 37Notes to the Condensed Consolidated Financial Statements(Continued)20.Related Party Transactions(Continued)The Affected Entities are controlled by Mr.Liu.and are therefore related parties of the Group.Amounts due from
212、/to Affected EntitiesDetails of balances with Affected Entities are set out in notes 11 and 15.Guarantees in support of bank borrowingsDetails of financial guarantee contracts in support of the bank borrowings of the Affected Entities provided by the Company and Dongguan Ruixing are set out in note
213、17.Compensation of key management personnelThe remuneration of directors and other members of key management of the Group during the period is as follows:Six months ended28 February 202529 February 2024RMB000RMB000(unaudited)(unaudited)Short-term benefits3,1683,252Post-employment benefits1716Share-b
214、ased payment expenses,net of reversal169212 3,3543,480 For the six months ended 28 February 202538Wisdom Education International Holdings Company LimitedNotes to the Condensed Consolidated Financial Statements(Continued)21.Fair Value Measurements of Financial InstrumentsThis note provides informatio
215、n about how the Group determines fair values of various financial instruments.Some of the Groups financial instruments are measured at fair value for financial reporting purposes.In estimating the fair value,the Group uses market-observable data to the extent it is available.Where Level 1 inputs are
216、 not available,the Directors have considered the appropriate valuation techniques and inputs for fair value measurements.The following table gives information about how the fair values of the financial asset and financial liability are determined(in particular,the valuation techniques and inputs use
217、d).Fair value as atFinancial assets28 February 202531 August 2024Fair value hierarchyValuation technique(s)and key input(s)RMB000RMB000(unaudited)(audited)Financial assets at FVTPL100100Level 3Market approach by reference to recent financing pricing of the investments.Reconciliation of Level 3 fair
218、value measurementsFinancial assets at FVTPLRMB000 At 1 September 2023(audited)108,228Change in fair value(16,341)At 29 February 2024(unaudited)91,887At 1 September 2024(audited)100Change in fair value At 28 February 2025(unaudited)100 As at 28 February 2025,the directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the condensed consolidated financial statements approximate their fair values.