REG - Honye Financial Svcs - Unaudited Interim Results
29/04/2022 13:30
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RNS Number : 9116J Honye Financial Services Ltd 29 April 2022
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.
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.
29 April 2022
Honye Financial Services Ltd
(the "Company" or "Honye")
Unaudited Interim Results for the six months ended 31 January 2022
CHAIRMAN'S STATEMENT
We recently published our Interim Financial Statements for the six months
ending 31 January 2022 and sent notice to shareholders of the Annual General
Meeting of Honye Financial Services Limited ("the Company") which was held on
28 April 2022.
On 28 April 2022 the Company announced the resignation of Gareth Edwards, the
Chairman and the board agreed to appoint Shaun Carew-Wootton as Chairman.
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 is currently in final phase of
agreeing contracts with a white label provider, allowing the Company to gain
beneficial market intelligence prior to launching the Zoyo app post RTO.
The Company is working in parallel with an FCA regulated firm to obtain
"Authorised Representative" status for Honye Trading Limited.
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
29 April 2022
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 31/01/2022 6 months
Unaudited ended
Continuing operations Note £ 31/01/2021
Unaudited
£
Administrative expenses (268,352) (345,241)
Other income 9 192.922 -
Operating loss (75,430) (345,241)
Loss before taxation (75,430) (345,241)
Taxation 10 - -
Total comprehensive loss attributable to equity holders of the Company for the
period
(75,430) (345,241)
Loss per share - basic and diluted (pence per share) 11 0.31 1.40
The notes on pages 6 to 11 form an integral part of these condensed interim
financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
Note As at As at
31/01/2022 31/07/2021
Unaudited Audited
£ £
Assets
Current assets
Cash and cash equivalents 12 757,947 1,129,541
Prepayments 28,916 26,237
Total current assets 786,863 1,155,778
Total assets 786,863 1,155,778
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 (1,994,098) (1,918,668)
Total equity 505,508 580,938
Current liabilities
Trade and other payables 13 281,355 574,840
Total current liabilities 281,355 574,840
Total equity and liabilities 786,863 1,155,778
The notes on pages 6 to 11 form an integral part of these condensed interim
financial statements
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JANUARY 2022
Note Share capital Share premium Accumulated Losses
Total equity
£ £ £ £
Balance at 1 August 2021 14 246,714 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
FOR THE PERIOD ENDED 31 JANUARY 2021
Share capital Share premium Accumulated Losses Total equity
£ £ £ £
Balance at 1 August 2020 246,714 2,252,892 (1,105,580) 1,394,026
Total comprehensive loss for the financial period - - (345,241) (345,241)
Balance at 31 January 2021 (Unaudited) 246,714 2,252,892 (1,450,821) 1,048,785
The notes on pages 6 to 11 form an integral part of these condensed interim
financial statements.
CONDENSED STATEMENT OF CASH FLOWS
6months ended 31/01/2021
6 months ended 31/01/2022
Unaudited
Unaudited
£ £
Cash flows from operating activities
Loss before taxation (75,430) (345,241)
Adjustment for:
Decrease/(increase) in receivables (2,679) 10,464
(Decrease)/Increase in payables (293,485) 183,561
Net cash used in operating activities (371,594) (151,216)
Cash flows from financing activities
Proceeds from issue of ordinary shares - -
Net cash generated from financing activities - -
Net decrease in cash and cash equivalents (371,594) (151,216)
Cash and cash equivalents at beginning of the period 1,129,541 1,575,076
Cash and cash equivalents at end of the period 757,947 1,423,860
The notes on pages 6 to 11 form an integral part of these condensed
interim financial statements.
£
£
Cash flows from operating activities
Loss before taxation
Adjustment for:
(75,430)
(345,241)
Decrease/(increase) in receivables
(2,679)
10,464
(Decrease)/Increase in payables
(293,485)
183,561
Net cash used in operating activities
(371,594)
(151,216)
Cash flows from financing activities
Proceeds from issue of ordinary shares
-
-
Net cash generated from financing activities
-
-
Net decrease in cash and cash equivalents
(371,594)
(151,216)
Cash and cash equivalents at beginning of the period
1,129,541
1,575,076
Cash and cash equivalents at end of the period
757,947
1,423,860
The notes on pages 6 to 11 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.
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 2021:
Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 9, IAS 39,
IFRS 7, IFRS 4 and IFRS 16)
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 2021
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 the Covid-19 pandemic 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 (£).
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 31/01/2022 6 months
£ ended
31/01/2021
£
Key management emoluments
Remuneration 54,000 103,000
As at 31 January 2022, the annual remuneration of the key management was as
follows, with no other cash or non-cash benefits.
£
Non-executive Directors
Gareth Edwards 30,000
Shaun Carew-Wootton 24,000
Included within trade payable and accruals is £8,000 (2021: £218,922), 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 £192,922 was reversed
and credited to the income statement in the current period.
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 31/01/2022 6 months
ended
31/01/2021
Loss attributable to ordinary shareholders (£) (75,430) (345,241)
Weighted average number of shares 24,671,350 24,671,350
Loss per share (expressed as pence per share) (0.31) (1.40)
12. CASH AND CASH EQUIVALENTS
31/01/2022 31/07/2021
£ £
Cash at bank equivalents 757,947 1,129,541
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
13. TRADE AND OTHER PAYABLES
31/01/2022 31/07/2021
£ £
Trade payables 231,153 233,132
Accruals 15,875 341,708
Amounts due to a director 34,327 -
Total 281,355 574,840
14. 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 2022 and 31 July 2021 - £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.
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 2022 consisted of
Ordinary Shares and equity attributable to the shareholders of the Company,
totalling £505,508 (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 2022, transaction with the directors mainly arose
business expenses paid on behalf of the
company, the amount of £34,327 (2021: £nil) 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.
The Directors accept responsibility for this announcement.
-END-
Enquiries:
Honye Financial Services Ltd shaun@rosellecapital.com (mailto:shaun@rosellecapital.com)
Shaun Carew-Wootton
Peterhouse Capital Limited (sole broker) Tel: 020 7469 0933
Lucy Williams/Mark Anwyl
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