TIDMHOYE
RNS Number : 9050X
Honye Financial Services Ltd
28 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMED BY THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
28 April 2023
Honye Financial Services Ltd
(the "Company" or "Honye")
Half Yearly results for the period ended 31 January 2023
CHAIRMAN'S STATEMENT
We recently published our Interim Financial Statements for the
six months ending 31 January 2023
The Company remains committed in the process of the Reverse
Takeover Transaction following the Company's announcement of
signing non-binding heads of agreement with the shareholders of
Zoyo Capital Limited("Zoyo") on 9 June 2021 and has established a
wholly owned subsidiary, Honye Trading Limited to assist with the
process. Honye Trading Limited has agreed contracts with a equities
trading platform white label provider, allowing the Company to gain
beneficial market intelligence prior to launching the Zoyo app post
RTO.
Honye Trading Limited, now is regulated under "Authorised
Representative" status and the Honye directors, Shaun Carew-Wootton
and Mr Yu Xing Liu (Terry) are regulated persons on the FCA
register.
The Covid-19 has had no impact on the current phase of work.
Your Board throughout this period has continued to work to
complete the prospectus submission with the FCA and finalise the
RTO.
The Company listing remains suspended on the standard segment of
the Official List and trading on the Main Market of the London
Stock, pending the publication of a prospectus providing further
detail on Zoyo and the Company as enlarged by the Acquisition, or
an announcement that the RTO is not proceeding.
Shaun Carew-Wootton
Non-Executive Chairman
Honye Financial Services Ltd
28 April 2023
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months
31/01/2023 ended
Continuing operations Note Unaudited 31/01/2022
GBP Unaudited
GBP
Administrative expenses (128,050) (268,352)
Other income 9 - 192,922
---------------------- ---------------
Operating loss (128,050) (75,430)
---------------------- ---------------
Loss before taxation (128,050) (75,430)
---------------------- ---------------
Taxation 10 - -
---------------------- ---------------
Total comprehensive loss attributable
to equity holders of the Company
for the period (128,050) (75,430)
====================== ---------------
Loss per share - basic and diluted
(pence per share) 11 0.52 0.31
CONDENSED STATEMENT OF FINANCIAL POSITION
Note As at As at
31/01/2023 31/07/2022
Unaudited Audited
GBP GBP
Assets
Current assets
Cash and cash
equivalents 12 422,082 568,921
Prepayments 37,981 29,313
------------- ---------------------
Total current assets 460,063 598 ,234
------------- ---------------------
Total assets 460,063 598,234
============= =====================
Equity and liabilities
Capital and reserves
attributable to owners
of the company
Ordinary shares 14 246,714 246,714
Share premium 2,252,892 2,252,892
Accumulated losses (2,341,350) (2,213,300)
------------- ---------------------
Total equity 158,256 286,306
------------- ---------------------
Current liabilities
Trade and other payables 13 301,807 311,928
Total current
liabilities 301,807 311,928
------------- ---------------------
Total equity and
liabilities 460,063 598,234
============= =====================
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODED 31 JANUARY
2023
Note Share capital Share premium Accumulated Total equity
Losses
GBP GBP GBP GBP
Balance at 1 August
2022
14 246,714 2,252,892 (2,213,300) 286,306
Total comprehensive
loss
for the financial
period - - (128,050) (128,050)
Balance at 31 January
2023 (Unaudited) 246,714 2,252,892 (2,341,350) 158,256
FOR THE PERIODED 31 JANUARY 2021
Share capital Share premium Accumulated Total equity
Losses
GBP GBP GBP GBP
B alance at 1 August
2021 246,714 2,252,892 (1,918,668) 580,938
Total comprehensive
loss
for the financial
period - - (75,430) (75,430)
Balance at 31
January
2022 (Unaudited) 246,714 2,252,892 (1,994,098) 505,508
CONDENSED STATEMENT OF CASH FLOWS
6 months
6 months ended ended 31/01/2022
31/01/2023 Unaudited
Unaudited
GBP GBP
Cash flows from operating activities
Loss before taxation
Adjustment for: (128,050) (75,430)
Decrease/(increase) in receivables (8,668) (2,679)
(Decrease)/Increase in payables (10,121) (293,485)
-------------------------- -----------------------------
Net cash used in operating activities (146,839) (371,594)
-------------------------- -----------------------------
Cash flows from financing activities
Proceeds from issue of ordinary shares - -
Net cash generated from financing activities - -
-------------------------- -----------------------------
Net decrease in cash and cash equivalents (146,839) (371,594)
Cash and cash equivalents at beginning
of the period 568,921 1,129,541
-------------------------- -----------------------------
Cash and cash equivalents at end of the
period 422,082 757,947
========================== =============================
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in the Cayman
Islands as a private company limited by shares on 25 April 2018
under the Companies Law (as revised) of The Cayman Islands, with
the name Honye Financial Services Limited, and registered number
336262.
The Company's registered office is located at Ogier Global
(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9901,
Cayman Islands.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to undertake
acquisitions in a company or business principally in Europe and
Asia.
3. RECENT ACCOUNTING PRONOUNCEMENT
The new standards that have been adopted in the financial
statements for the period have not had significant effect on the
company.
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the Company has decided
not to adopt early.
The following amendments are effective for the period beginning
1 August 2022:
-- Onerous Contracts - Cost of Fulfilling a Contract (Amendments
to IAS 37);
-- Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16);
-- Annual Improvements to IFRS Standards 2018-2020 (Amendments
to IFRS 1, IFRS 4, IFRS 7, IFRS 9, IFRS 16, IAS 39, and IAS 41);
and
-- References to Conceptual Framework (Amendments to IFRS
3).
The following amendments are effective for the period beginning
1 August 2023:
-- Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2);
-- Definition of Accounting Estimates (Amendments to IAS 8);
and
-- Deferred Tax Related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12).
The Directors do not believe these standards and interpretations
will have a material impact on the financial statements once
adopted.
4. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
These interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by
the United Kingdom and prepared under the historic cost convention.
The comparative figures as at 31 July 2022 have been extracted from
the Company's Financial Statements for that financial year, but do
not constitute these accounts.
The financial information is presented in Pounds Sterling (GBP),
which is the Company's functional currency.
A summary of the principal accounting policies of the Company
are set out below.
b) Going concern
The financial statements have been prepared on a going concern
basis. The Directors have considered the impact of the Covid-19
pandemic following the lifting of the Zero Covid-19 policy
announced by the Chinese government in December 2022 and the recent
invasion of the Ukraine on the Company, in the context of its
operations and the market it operates in.
As the Company has no existing business and its management
operates remotely the practical impact on the
Company has been minimal and it is able to continue to work on
the RTO without discernible disruption. At this stage, the
Directors do not envisage a long-term impact to the Company
resulting from the Covid-19 pandemic or the Ukrainian war but will
continue to monitor the situation.
The Company continue with the potential acquisition which, if
concluded would constitute a Reverse Take Over ("RTO") under the
Listing Rules. The RTO transaction is progressing well but is not
yet close to a conclusion.
We are optimistic that the RTO transaction will be concluded
successfully in the next couple of months but in the event that the
RTO is not successful the Company will ensure it has adequate
financial resources before embarking on an alternative
acquisition.
The Board recognizes that unplanned for costs can arise and that
existing costs can rise unexpectedly. The Board has planned its
finances on the basis of current known projected costs. Should the
RTO not happen, as there is no trading income, the prospect of
unexpected costs and cost increases give rise to material
uncertainty that may cast significant doubt on the company's
ability to continue as a going concern and therefore that they may
be unable to realise their assets and discharge their liabilities
in the normal course of business. The financial statements do not
include adjustments that will result if the Company were unable to
continue as a going concern. Should such an eventuality arise the
Board will immediately explore the possibility of an urgent
fundraise with its brokers.
c) Foreign currency translation
The financial statements of the Company are presented in the
currency of the primary environment in which the Company operates
(its functional currency).
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit and loss.
d) Financial instruments
A financial asset or a financial liability is recognised only
when the Company becomes a party to the contractual provisions of
the instrument. Financial assets and financial liabilities are
initially measured at fair value.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the
fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
Financial assets
All financial assets are recognised and derecognised on a trade
date where the purchase or sale of a financial asset is under a
contract whose terms require delivery of the financial asset within
the timeframe established by the market concerned, and are
initially measured at fair value.
Financial assets are subsequently classified into the following
specified categories: Financial assets measured at fair value
through profit and loss (FVTPL), Financial assets measured at
amortised cost and Financial assets measured at fair value through
other comprehensive income. The Company's financial assets measured
at amortised cost comprise cash and cash equivalents in the
statement of financial position.
Financial liabilities
The Company's financial liabilities include other payables and
accruals. Financial liabilities are recognised when the Company
becomes a party to the contractual provision of the instrument. All
financial liabilities are recognised initially at their fair value,
net of transaction costs, and subsequently measured at amortised
cost, using the effective interest method, unless the effect of
discounting would be insignificant, in which case they are stated
at cost.
The Company derecognises financial liabilities when, and only
when, the Company's obligation are discharged, cancelled or they
expire.
e) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and other short term (having maturity within 3
months) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant
risk of changes in value.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.
It is the Directors' view that there are no significant areas of
estimation, uncertainty and critical judgements in applying
accounting policies that have significant effect on the amount
recognised in the financial information for the period.
6. FINANCIAL RISK MANAGEMENT
a) Objectives and policies
The Company is exposed to a variety of financial risks: market
risk, credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below.
The primary objectives of the financial risk management function
are to establish risk limits, and then ensure that exposure to risk
stays within these limits. The operational and legal risk
management functions are intended to ensure proper functioning of
internal policies and procedures to minimise operational and legal
risks.
b) Currency risk
Currency risk is not considered to be material to the Company as
majority of bank transactions were incurred in Pounds Sterling
(GBP).
c) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Company.
Concentrations of credit risk exist to the extent that the
Company's cash were all held with DBS Bank. Per Standard &
Poor's - the Short Term Deposit Rating is A-1+.
d) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.
e) Interest rate risks
The Company has limited exposure to interest rate risk on its
cash positions. Such exposures are managed as efficiently as
possible, given that working capital needs to be maintained. The
effect of a 100 basis points increase/decrease in interest rates
would not have a material impact on pre-tax profits or equity
7. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess performance
and determine the allocation of resources. The Board of Directors
are of the opinion that under IFRS 8 the Company has only one
operating segment and one geographic market in the UK. The Board of
Directors assess the performance of the operating segment using
financial information which is measured and presented in a manner
consistent with that in the Financial Statements. Segmental
reporting will be reviewed and considered in light of the
development of the Company's business over the next reporting
period.
Honye Financial Services Limited has no activities at present
other than reviewing possible investment opportunities.
8. DIRECTORS' EMOLUMENTS
6 months ended 6 months
31/01/2023 ended
GBP 31/01/2022
GBP
Key management emoluments
Remuneration 36,000 54,000
---------------- ---------------
As at 31 January 2023, the annual remuneration of the
key management was as follows, with no other cash or
non-cash benefits.
GBP
Non-executive
Directors
John Treacy 24,000
Shaun Carew-Wootton 48,000
Included within trade payable and accruals is GBP47,667
(31.07.2022: GBP29,667), which relates to unpaid directors'
remuneration.
9. OTHER INCOME
On 24 February 2022, the Directors, Mr Wanbao Xu and Mr Yu Xing
Liu, agreed to vary the terms of their service agreements and:
-- notwithstanding any accruals made in respect of deferred
salary in the Company's accounts, to waive the payment to them of
any such accrued sums up to the date hereof;
-- that their salaries shall be reduced to NIL per calendar
month from 1 August 2021 until completion of the Company completing
an acquisition.
As a result of Mr Wanbao Xu and Mr Yu Xing Liu waiving their
unpaid salaries, their accrued salaries as at 31 July 2021 amounted
to GBP192,922 was reversed and credited to the income statement in
year ended 31 July 2022.
10. TAXATION
The Company is incorporated in the Cayman Islands, and its
activities are subject to taxation at a rate of 0%.
11. LOSS PER SHARE
The Company presents basic and diluted earnings per ordinary
share information for its ordinary shares. Basic earnings per share
is calculated by dividing the loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per
share.
6 months ended 6 months
31/01/2023 ended
31/01/2022
Loss attributable to ordinary shareholders
(GBP) (128,050 ) (75,430 )
Weighted average number of shares 24,671,350 24,671,350
-------------- ---------------
Loss per share (expressed as pence per
share) (0.52) (0.31)
12. CASH AND CASH EQUIVALENTS
31/01/2023 31/07/2022
GBP GBP
Cash at bank equivalents 422,082 568,921
----------------------- ----------
Cash at bank earns interest at floating rates based
on daily bank deposit rates.
13. TRADE AND OTHER PAYABLES
31/01/2023 31/07/2022
GBP GBP
Trade and other payables 267,480 277,601
Amounts due to a director 34,327 34,327
-------------------- ----------
Total 301,807 311,928
-------------------- ----------
14. SHARE CAPITAL
Number Nominal
Value
GBP
Authorised
Ordinary shares of GBP0.01 each 1,000,000,000 10,000,000
Issued and fully paid
As at 31 January 2023 and 31 July
2022 - GBP0.01 each 24,671,350 246,714
-------------- -----------
All of the issued Ordinary Shares are in registered form and the
Registrar is responsible for maintaining the Company's share
register. There are no restrictions on the distribution of
dividends and the repayment of capital. The ISIN number of the
Ordinary Shares is KYG4598W1024 and SEDOL number is BGR5JO2.
15. SUBSEQUENT EVENTS
There have been no material events that have occurred since the
period end that require further disclosure.
16. CAPITAL MANAGEMENT
The Company actively manages the capital available to fund the
Company, comprising equity and reserves. The Company's objectives
when maintaining capital is to safeguard the entity's ability to
continue as a going concern, so that it can continue to provide
returns for shareholders.
The capital structure of the Company as at 31 January 2023
consisted of Ordinary Shares and equity attributable to the
shareholders of the Company, totalling GBP158,256 (disclosed in the
statement of changes in equity).
The Company reviews the capital structure on an on-going basis.
As part of this review, the directors consider the cost of capital
and the risks associated with each class of capital. The Company
will balance its overall capital structure through the payment of
dividends, new share issues and the issue of new debt or the
repayment of existing debt.
17. RELATED PARTY TRANSACTIONS
As at the 31 January 2023, transaction with the directors mainly
arose business expenses paid on behalf of the
company, the amount of GBP34,327 (2022: GBP34,327) was owed by
the company to the director.
The remuneration of the Directors, the key management personnel
of the Company, is set out in note 8.
18. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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END
IR BGGDSRUDDGXI
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