REG - Honye Financial Svcs - Half-year Report
21/05/2025 13:30
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RNS Number : 6402J Honye Financial Services Ltd 21 May 2025
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 AMENDED BY THE MARKET ABUSE (AMENDMENT) (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.
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21 May 2025
Honye Financial Services Ltd
(the "Company" or "Honye")
Half Yearly results for the period ended 31 January 2025
The Directors of Honye announce the Company's unaudited interims results for
the period ended 31 January 2025.
The Directors accept responsibility for this announcement.
Further information:
Honye Financial Services Ltd
Shaun Carew-Wootton
shaun@rosellecapital.com
CHAIRMAN'S STATEMENT
We recently published our Interim Financial Statements for the six months
ending 31 January 2025.
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. Throughout this period, the Company continued to work to complete the
prospectus submission with the FCA and finalise the RTO. The RTO project has
experienced a number of delays, primarily caused by the delays from several
investors.
In March 2024, the Company signed a £275,000 loan note with Tang Investment
No. 1 Ltd ("Tang"), which was subsequently cancelled in April 2025. In
addition, the Company entered into an investment agreement for £1.5 million
with Mr. Abdullah Alnuwaysir ("AA"). This investment represented the first
stage of the parties' intention to develop a long-term partnership, which
included the Company assisting in procuring Zoyo, and granting AA a
white-label licence to use Zoyo's technology. Under the original agreement,
upon receipt of the investment funds, the Company intended to loan £500,000
to Zoyo. After signing the Investment Agreement, the Company, Zoyo, and AA
worked closely to finalise the delivery of investment funds. As part of these
discussions, AA and Zoyo entered into a White-Label License Agreement (the
"License Agreement"). Subsequently, the parties agreed to amend the original
Investment Agreement to reduce the total investment amount from £1.5 million
to £1.0 million in Honye, reallocating the £500,000 reduction as a
technology setup fee under the License Agreement. Upon receipt, the £1.0
million investment will provide critical working capital support to the
Company.
In addition to the above, the Company issued a Convertible Loan Note
Instrument of up to £1.5 million on 4 April 2025, to provide additional
working capital, particularly to facilitate the completion of the RTO
transaction with Zoyo Group. To date, the first tranche of £500,000 of
Convertible Loan Notes has been subscribed to by Ms. Gu Qian, an
ultra-high-net-worth individual based in Asia. This funding has provided
essential support for the remaining work involved in the acquisition process
and helped cover operational expenses during this critical period.
Furthermore, the Company entered into a Subscription Agreement with Mr. Weng
Jianxiong (the "Investor") on 9 April 2025. Under the terms of the
Subscription Agreement, Mr. Weng has agreed to subscribe for £2.5 million
upon the completion of the RTO. In addition, the Subscription Agreement allows
for the Investor to subscribe for Convertible Loan Notes, with the Company
having executed such notes on 4 April 2025. This has further strengthened the
Company's financial position.
Mr. Weng's subscription of £2.5 million, together with the £500,000
subscription for Convertible Loan Notes, represents a significant milestone in
the Company's RTO. This strategic investment provides a strong financial
foundation for the successful completion of the transaction. We are confident
that this additional capital injection will enable us to complete the final
steps of the RTO process and maintain sufficient working capital for
operations.
We appreciate that the RTO has been delayed longer than anyone would have
wanted, however we are all now optimistic that the transaction now has the
momentum and support to see it across the line.
Shaun Carew-Wootton
Non-Executive Chairman
Honye Financial Services Ltd
21 May 2025
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 31/01/2025 6 months
Unaudited ended
Continuing operations Note £ 31/01/2024
Unaudited
£
Administrative expenses (103,863) (118,227)
Other income - -
Operating loss (103,863) (118,227)
Loss before taxation (103,863) (118,227)
Taxation 9 - -
Total comprehensive loss attributable to equity holders of the Company for the
period
(103,863) (118,227)
Loss per share - basic and diluted (pence per share) 10 0.42 0.48
The notes on pages 6 to 10 form an integral part of these condensed interim
financial statements.
CONDENSED STATEMENT OF FINANCIAL
POSITION
Note As at As at
31/01/2025 31/07/2024
Unaudited Audited
£ £
Assets
Current assets
Cash and cash equivalents 11 25,457 94,284
Other debtors 23,988 9,438
Total current assets 49,445 103,722
Total assets 49,445 103,722
Equity and liabilities
Capital and reserves attributable to owners of the company
Ordinary shares 13 246,714 246,714
Share premium 2,252,892 2,252,892
Accumulated losses (3,054,130) (2,950,267)
Total equity (554,524) (450,661)
Current liabilities
Trade and other payables 12 603,969 554,383
Total current liabilities 603,969 554,383
Total equity and liabilities 49,445 103,722
The notes on pages 6 to 10 form an integral part of these condensed interim
financial statements
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JANUARY 2025
Note Share capital Share premium Accumulated Losses
Total equity
£ £ £ £
Balance at 1 August 2024 13 246,714 2,252,892 (2,950,267) (450,661)
Total comprehensive loss for the financial period - - (103,863) (103,863)
Balance at 31 January 2025 (Unaudited)
246,714 2,252,892 (3,054,130) (554,524)
FOR THE PERIOD ENDED 31 JANUARY 2023
Share capital Share premium Accumulated Losses Total equity
£ £ £ £
Balance at 1 August 2023 246,714 2,252,892 (2,510,977) (11,371)
Total comprehensive loss for the financial period - - (118,227) (118,227)
Balance at 31 January 2024 (Unaudited) 246,714 2,252,892 (2,629,204) (129,598)
The notes on pages 6 to 10 form an integral part of these condensed interim
financial statements.
CONDENSED STATEMENT OF CASH FLOWS
6months ended 31/01/2024
6 months ended 31/01/2025
Unaudited
Unaudited
£ £
Cash flows from operating activities
Loss before taxation (103,863) (118,227)
Adjustment for:
Decrease/(increase) in receivables (14,550) (21,933)
(Decrease)/Increase in payables 49,586 (22,339)
Net cash used in operating activities (68,827) (162,499)
Cash flows from financing activities
Proceeds from issue of ordinary shares - -
Net cash generated from financing activities - -
Net decrease in cash and cash equivalents (68,827) (162,499)
Cash and cash equivalents at beginning of the period 94,284 302,807
Cash and cash equivalents at end of the period 25,457 422,082
The notes on pages 6 to 10 form an integral part of these condensed
interim financial statements.
£
£
Cash flows from operating activities
Loss before taxation
Adjustment for:
(103,863)
(118,227)
Decrease/(increase) in receivables
(14,550)
(21,933)
(Decrease)/Increase in payables
49,586
(22,339)
Net cash used in operating activities
(68,827)
(162,499)
Cash flows from financing activities
Proceeds from issue of ordinary shares
-
-
Net cash generated from financing activities
-
-
Net decrease in cash and cash equivalents
(68,827)
(162,499)
Cash and cash equivalents at beginning of the period
94,284
302,807
Cash and cash equivalents at end of the period
25,457
422,082
The notes on pages 6 to 10 form an integral part of these condensed
interim financial statements.
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.
The following amendments are effective for the period beginning 1 August 2024:
• Financial Instruments (Amendments to IFRS 9);
• Presentation of Financial Statements (Amendments to IAS 1);
• Fair Value Measurement (Amendments to IFRS 13); and
• Consolidated Financial Statements (Amendments to IFRS 10)
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 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 2024
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 (£), 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 delays in fundraising, which
consequently delayed the RTO, in the context of the Company's operations and
the market in which it operates.
On 9 June 2021, the Company announced it had signed non-binding heads of
agreements for a potential acquisition which, if concluded would constitute a
Reverse Take Over ("RTO") under the Listing Rules. As of today, The RTO
transaction is progressing and moving to a conclusion.
The Company has experienced a number of delays in fundraising, which was
necessary to secure sufficient working capital to complete the RTO. On 28
March 2024, the Company issued a loan note instrument for £275,000, which was
subscribed by Tang Investment No. 1 Limited ("Tang"); however, this was
subsequently cancelled in April 2025.
The Company also entered into an Investment Agreement with Mr. Abdullah
Alnuwaysir for £1,500,000 as pre-RTO funding. However, due to strategic
cooperation details involving the Middle East region, the funds were not
received yet. In April 2025, the Company and the investor mutually agreed to
amend the Investment Agreement. Under the revised terms, the original
£1,500,000 investment in the Company was reduced to £1,000,000, with the
£500,000 reduction reallocated as a technology setup fee under a white-label
license agreement arranged between the investor and the RTO target company,
Zoyo.
4 April 2025, the Company issued a Convertible Loan Note ("CLN") for up to
£1,500,000, of which £500,000 was subscribed by Ms. Gu Qian. The Company has
received the full proceeds from this subscription. This funding has alleviated
the Company's cash flow pressures and provided critical support for covering
the remaining costs associated with the completion of the RTO. Furthermore, on
9 April 2025, the Company entered into a Subscription Agreement with Mr. Weng
Jianxiong (the "Investor"). Under the terms of the Subscription Agreement, Mr.
Weng has agreed to subscribe for £2.5 million upon the completion of the RTO.
In addition, the Subscription Agreement allows for the Investor to subscribe
for Convertible Loan Notes, with the Company having executed such notes on 4
April 2025. This has provided additional assurance for the Company's funding
needs.
Most of the funding in Mr Weng's subscription is contingent upon completion of
the RTO. The timely completion of the RTO is critical to the Company's
financial stability. Failure to finalize the transaction within the current
financial year may result in funding constraints. However, if the company
needs additional capital, it can draw a proportion of the cash from Mr Weng
according to the CLN provision in his subscription agreement.
Directors have prepared cash flow forecasts that demonstrate funds available
for the next 12 on the basis that the Directors and the consultant L&S
Capital Limited have agreed to extend the fees repayment terms. If the
currently proposed RTO does not happen, the Board recognizes that at the end
of that 12-month period, if no other RTO is identified and engaged with, it
will need to consider its options. Although all the prevailing circumstances
at the time will first need to be taken into account before any decision is
made, the obvious options are either a placing or open offer to raise more
cash to extend the company's liquidity runway or to call a shareholders'
meeting to approve the delisting of the Company from the standard list and
return whatever cash is left to the shareholders.
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.
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 (£).
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 31/01/2025 6 months
£ ended
31/01/2024
£
Key management emoluments
Remuneration 36,000 36,000
As at 31 January 2025, the annual remuneration of the key management was as
follows, with no other cash or non-cash benefits.
£
Non-executive Directors
John Treacy 24,000
Shaun Carew-Wootton 48,000
Included within Trade payable and accruals is £225,045 (31.07.2024:
£189,045), which relates to unpaid directors' remuneration.
9. TAXATION
The Company is incorporated in the Cayman Islands, and its activities are
subject to taxation at a rate of 0%.
10. 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 31/01/2025 6 months
ended
31/01/2024
Loss attributable to ordinary shareholders (£) (103,863) (118,227)
Weighted average number of shares 24,671,350 24,671,350
Loss per share (expressed as pence per share) (0.42) (0.48)
11. CASH AND CASH EQUIVALENTS
31/01/2025 31/07/2024
£ £
Cash at bank equivalents 25,457 94,284
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
12. TRADE AND OTHER PAYABLES
31/01/2025 31/07/2024
£ £
Trade and other payables 573,777 524,191
Amounts due to a director 30,192 30,192
Total 603,969 554,383
13. SHARE CAPITAL
Number Nominal
Value
£
Authorised
Ordinary shares of £0.01 each 1,000,000,000 10,000,000
Issued and fully paid
As at 31 January 2025 and 31 July 2024 - £0.01 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.
14. SUBSEQUENT EVENTS
On 23 August 2024, the company announced that it has entered into an
investment agreement with a professional financier and private investor based
in Asia, Mr. Abdullah Alnuwaysir ("AA"). The Investor has agreed to invest
£1,500,000 at a price of £0.405 per share (the "Investment Funds"),
subscribing for 3,700,703 new ordinary shares (the "Investor Shares"). As part
of this agreement, the Company agreed to assist in procuring its RTO target
Zoyo, and granting AA an initial 12-month white-label licence to use Zoyo's
technology. As a result, AA and Zoyo entered into a White-Label License
Agreement. On 15 April 2025, the Company and AA agreed to amend the investment
agreement and reduce the total investment amount from £1.5 million to £1.0
million, reallocating the £500,000 reduction as a technology setup fee under
the License Agreement.
On 4 April 2025, the Company has issued a Convertible Loan Note instrument of
up to £1.5 million which has a term of three years and interest at a rate of
6% per annum. To date, the first tranche of £500,000 of Convertible Loan
Notes has been subscribed to by Ms. Gu Qian.
On 9 April 2025, the Company has entered into a Subscription Agreement with
Mr. Weng Jianxiong (the "Investor"). Under the terms of the Subscription
Agreement, Mr. Weng has agreed to subscribe for £2.5 million at £0.23 upon
the completion of the RTO. In addition, the Subscription Agreement allows for
the Investor to subscribe for Convertible Loan Notes, with the Company having
executed such notes on 4 April 2025.
On 9 April 2025, The Company and Tang Investment No 1 Limited have mutually
agreed to cancel the £275,000 Loan Note Instrument which was issued on 28
March 2024.
15. 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 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.
16. RELATED PARTY TRANSACTIONS
As at the 31 January 2025, transaction with the directors mainly arose
business expenses paid on behalf of the
company, the amount of £30,192 (31.07.2024: £30,192) 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.
17. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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