Annual Financial Report

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.

2 April 2024

Honye Financial Services Ltd

 (the "Company" or "Honye")

 Final Results for the year ended 31 July 2023 

The Directors of Honye are pleased to announce the Company's audited final results for the year ended 31 July 2023. The Annual Report will be available on the Company's website: www.honyefinance.com.

The Directors accept responsibility for this announcement.

Further information:

     FINANCIAL AND OPERATIONAL SUMMARY

The loss for the year to 31 July 2023 was £297,677 (2022: £294,632). This primarily reflects the day-to-day administrative expenses and due diligence into prospective targets.

The loss per share was £0.012 (2022: £0.012).

At 31 July 2023, the Company had cash of £303k (2022: £569k)., derived from the subscription and admission to the Standard Listing segment of the London Stock Exchange in December 2018.

CHAIRMAN'S STATEMENT

Honye Financial Services Ltd ("Honye") was formed as a special purpose company ("SPAC") to undertake one or more acquisitions of a company or businesses in the financial services and in particular the fintech sector principally in Europe and Asia.

As a result of the investigation of the many opportunities on 9 June 2021 the Company announced it had signed non-binding heads of agreement with the shareholders of Zoyo Capital Limited ("Zoyo") which set out the key terms for the proposed acquisition of the entire issued share capital of Zoyo. It is anticipated that it will be satisfied entirely by the issue of new Honye shares to the Zoyo shareholders. 

Although we have experienced significant delay due to the pandemic travel restrictions, the due diligence and negotiation of the various definitive agreements has progressed well as has the preparation of the prospectus required for the purposes of the reverse takeover. However, there are still a number of steps necessary before being able to complete the acquisition and apply for the suspension of the trading in the Company's shares to be lifted. Honye continues its cautious approach to investment and identification of suitable acquisition candidate(s), its running costs are low, and its asset is still cash in the bank.

Due to delays in the acquisition transaction, the company has incurred significant expenses, resulting in a depletion of its cash reserves. While the company made efforts to keep operational overhead low, the majority of its expenditures have been directed towards the acquisition process itself. In order to ensure the continuation of the acquisition and cover operational overhead, it became necessary for the company to raise further capital.

The Company has successfully secured a £275k loan from Tang Investment No 1 Ltd. ("Tang"). On receipt, this loan will provide the necessary support for the remaining work involved in the acquisition process and will help cover operational expenses during this critical period. Tang is principally funded by a consortium of private investors based in Southeast Asia. The Company also expects Tang to make a material investment in the fundraising to be carried out in connection with the RTO. 

We are confident that this additional capital injection will enable us to complete the Reverse Takeover (RTO) process and maintain operations for the upcoming 12 months. 

Shaun Carew-Wootton

Non-Executive Chairman

1 April 2024

     DIRECTORS' REPORT

The Directors present this report on the Company, together with the audited financial statements of the Company

for the year from 1 August 2022 to 31 July 2023.

Principal activities

The Company was formed to undertake acquisitions in a company or businesses principally in the financial services and fintech sectors. In particular, the initial focus will be to acquire companies which have the potential of growing in the Asian market. Post-acquisition, the Company will generate returns for shareholders through raising new capital through the enlarged listed entity, and operational improvement, economics of scale, and the subsequent performance of the acquired business.

Dividends

The Directors do not propose a dividend for the year ended 31 July 2023.

Post balance sheet events

There have been no material events that have occurred since the year end that require further disclosure.

Directors

The Directors of the Company who have served during the year and at the date of this report are:

Donations

No political or charitable donations have been made in the year.

Provision of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

•     so far as that Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

•     each Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Independent auditors

The Company's auditor is Shipleys LLP, 10 Orange Street, Haymarket, London WC2H 7DQ.

By order of the board

Wanbao Xu

     Executive Director

1 April 2024

    CORPORATE GOVERNANCE REPORT

Introduction

The Board recognises the importance and value for the Company and its shareholders of good corporate governance. The Company Statement on Corporate Governance is set out below.

Board

The Board is currently comprised of:

Shaun Carew-Wootton, Independent Non-Executive Chairman

Wanbao Xu, Executive Director

Yu Xing Liu,  Executive Director

John Treacy, Independent Non-Executive Director

Mr Wanbao Xu is also considered as a main shareholder by virtue of his indirect significant securities in the Company as at 31 July 2023.

The terms and conditions of appointment of the non-executive directors are available for inspection at the Company's registered office.

For the year ending 31 July 2023 there were six Board Meetings and all directors were in attendance. There were 10 separate committee meetings of the independent non-executive directors during the year.

The executive directors work full time for the Company committing such time as may be required to service the needs of the Company. The non-executive Directors are contractually committed to one day per month to fulfil their obligations to the Company but would commit such other time as may be necessary to service the needs of the Company.

The Company has no business or trade and so the skills required for the directors to carry out their duties, at this stage, are limited to corporate governance.

Shaun Carew-Wootton, the Non-Executive Chairman, Shaun has over 35 years' experience in business,    involved in hospitality, telecoms, aviation, property development and finance. Co Investor in a number of business start-ups (Fintech, Telecom, Property and App). A Board member and consultant to several enterprises with global growth acceleration.

With a wealth of connections in the private equity and capital markets in Europe and Asia. Shaun works with a small number of Asian families to provide an independent family office solution for their UK investments and trophy purchases.

In his capacity as Non-Executive Chairman, Shaun Carew-Wootton has assumed responsibility for leading the Board effectively and ensuring the Company has appropriate corporate governance in place and that these standards are observed and applied in the Company. When the Company makes an acquisition, the Board will review the corporate governance to ensure it adapts to take account of the newly acquired business.

Corporate Governance Statement

As a company with a Standard Listing the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company's size and nature, to voluntarily adopt and comply with the QCA Code (available on the QCA's website (www.theqca.com)). However, at present, due to the size of the Company, the directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the directors are able to fully adopt them.  In particular, action will be required in the following areas:

·    in keeping with the QCA Code provisions on board composition, the Company has separated the roles of chairman and executive director.  As the Company grows, the Board will seek to appoint additional independent directors, one of whom will be appointed as senior independent director;

·    the Company is currently too small to have an audit committee, a remuneration committee or a nominations committee established and the appointments to such committees will be revisited upon the completion of an Acquisition along with incorporating terms of reference for them;

·    the QCA Code recommends that companies publish key performance indicators which align with strategy and feedback through regular meetings with shareholders and directors.  The Company will not comply with this provision until after such time as it has made an Acquisition; and

·    given the Company's size, it has not yet developed a corporate and social responsibility policy, an emissions and environmental policy or diversity policy.  One will be put in place at the appropriate time.

In line with the QCA Code, the Company holds timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company's approach to risk management.

The Board as a whole will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Company's strategy. The Board will meet periodically to: (i) discuss possible acquisition opportunities for the Company; (ii) monitor the deal flow and acquisitions in progress; and (iii) review the Company's strategy and ensure that it is up-to-date and appropriate for the Company and its aims.

The directors are responsible for internal controls in the Company and for reviewing effectiveness.  Due to the size of the Company, all key decisions are made by the Board. The directors have reviewed the effectiveness of the Company's internal controls during the year under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls.

Share Dealings

The Company has voluntarily adopted a dealing code and procedures manual which complies with the ‎Market Abuse Regulation and will take all reasonable steps to ensure compliance by the ‎directors and any relevant individuals. ‎

Climate risk management

The Chairman and the Board oversees and has ultimate responsibility for the Company's sustainability initiatives, disclosures, and reporting. This includes, but is not limited to, climate risks and opportunities. As a cash shell, the Company is exempt from providing the disclosures required by the Taskforce on Climate-related Financial Disclosures ("TCFD"), however this section provides an overview of the Company's approach to managing the very limited climate risks it currently faces.

The executive management team have day-to-day responsibility for assessing and managing climate-related risks and opportunities. We are committed to minimising the Company's impact on the environment. As it is presently constituted, the Company's environmental impact is minimal and climate-related risks and opportunities are extremely limited until it acquires another business. At present, the Company has no operating investments and only 2 full-time employees. These employees perform largely information-based roles, and they all work from home as the Company does not maintains business premises.

The only environmental impact currently is from business travel, which has been extremely limited in the past two years and is expected to continue to be lower than previously because of the post-pandemic shift towards virtual tools. The Company's overall environmental impact is therefore minimal. The Company's approach is therefore to seek to maintain lean working arrangements, use technology to minimise business travel and encourage employees to recycle, minimise energy wastage, and do their part to ensure that the Company acts responsibly. If the Company continues to operate as it is presently constituted it is therefore difficult to identify any climate related risks in the short, medium, or long term that could significantly impact the business. For this reason, the Company does not presently feel it is appropriate or necessary to apply metrics or targets to assess climate related risks beyond the Greenhouse gas reporting presented below.

Clearly, the Company does not intend to continue operating in its present form indefinitely, we intend to make acquisitions that will profoundly change the scale and climate-related risk profile of the business and the process for identifying and managing them. It is not possible to reach any sensible conclusions today about which risks the Company may be exposed to in the future without knowing what businesses it will acquire.

While it is not possible to know today what climate related risks it will inherent, the Company is conscious that such risks and opportunities will exist in any potential acquisition and considers that the most important objective is to ensure these are properly understood in the due diligence phase of any transaction so appropriate decisions can be taken on risk mitigation tools. The Company's Board have concluded that the most appropriate way to address this is to ensure that climate-related risk is specifically scoped in when undertaking due diligence on acquisition targets.

Greenhouse gas emissions

Considering the non-material environmental impacts of the Company's business as described in this report, management takes the view that greenhouse gas emissions are the most important metric to track and against which future targets may be set. We have compiled our greenhouse gas ("GHG") emissions in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 ("SECR").

Calculations follow the GHG Protocol Corporate Accounting and Reporting Standard (revised edition). The GHG reporting period aligns with the financial statements and boundaries are defined using the financial control approach. GHG emissions are broken down into three categories; reporting is required only on scope 1 and 2: Scope 1 emissions: Direct emissions from sources owned or controlled by the Company. Scope 2 emissions: Indirect emissions attributable to the Company due to its consumption of purchased electricity. Scope 3 emissions: Other indirect emissions associated with activities that support or supply the Company's operations.

The Company has no Scope 1 emissions. The Company's Scope 2 and Scope 3 emissions for the year to 31 July 2023 and comparative previous period are immaterial due to homeworking arrangements and restrictions on travel which were imposed in response to the COVID-19 pandemic. No further energy and carbon information is disclosed as the Group is exempt on the grounds of being a low energy user within the meaning of SECR. At the present time, the Company does not consider it appropriate to set emissions reduction targets, particularly given the low levels of emissions already achieved.

The Company does not currently hold any investments. When investments are held, the Company will keep under review whether it would be appropriate to support investee companies in tracking metrics and setting targets.

Annual General Meeting

Individual shareholders will be given the opportunity to put questions to the Chairman and to other members of the Board that may be present at the AGM.

The Company will ensure a quorum is present to allow the formal business of the AGM to be transacted. Voting on all resolutions will be taken by way of a poll whereby shareholder votes are counted according to the number of shares held by each shareholder. Notice of the AGM will be sent to shareholders before the meeting. Details of proxy votes for and against each resolution, together with the votes withheld will be announced to the London Stock Exchange and published on the Company's website as soon as practical after the meeting.

Shaun Carew-Wootton

Non-Executive Chairman

    1 April 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

Cayman Islands Company law requires the Directors to prepare financial statements for each financial period.  Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS"). The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgements and estimates that are reasonable and prudent;

·    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business

The Directors are responsible for causing to be kept proper books of account with respect to:

·    all sums of money received and expensed by the Company and the matters in respect of which the receipt and expenditure takes place;

·    all sales and purchases of goods by the Company; and

·    the assets and liabilities of the Company.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Shaun Carew-Wootton

Non-Executive Chairman

1 April 2024

Independent auditor's report to the members of Honye Financial Services Ltd

Opinion on the financial statements

In our opinion the financial statements:

•     give a true and fair view of the state of the Company's affairs as at 31 July 2022 and of the Company's loss for the year then ended;

•     have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

We have audited the financial statements of Honye Financial Services Ltd (the 'Company') for the year ended 31 July 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in the

Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

Following the recommendation of the Board, we were appointed to audit the financial statements for the year ended 31 July 2023. This is our first period of engagement covering the year to 31 July 2023. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (FRC's) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company.

Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We considered going concern to be a key audit matter. 

We draw your attention to note 4b of the financial statements, which indicates that the Company is in the process of a Reverse Take Over '(RTO').  Should the RTO not go ahead, the Company's ability to meet its cashflow requirements could be difficult given that the Company is non trading. As stated in Note 4b, these conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included:

•     In our evaluation of the Directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to affect the Company's financial resources or ability to continue operations over this period was the availability of capital to meet operating costs and other financial commitments.

•     Obtained forecast used to support the going concern assessment and challenged Directors' assumptions and judgements applied in the forecast for consistency with our understanding of the business, observations of historic trends and other corroborative information.

•     Performed retrospective and stress testing of the forecast.

•     Reviewed the going concern disclosures included in the financial statements and assessed whether the disclosures were appropriate and sufficient in accordance with accounting standards and applicable regulations.

•     We have discussed with management and the Board the company's strategy to secure short term financing to as is required.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements.  We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

All our audit work was carried out in the UK by our audit team.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.  In addition to the matter described in the Material uncertainty related to going concern section of our report, we have determined the matters below to be the key audit matters to be communicated in our report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.  We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Reporting threshold 

We agreed with the Board that we would report to them all individual audit differences in excess of £744.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material  misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Directors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the Company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risk of irregularities.

We obtained an understanding of the legal and regulatory framework and identified the key laws and regulations applicable to Company and the industry in which it operates and considered the risk of acts by the Company, which would be contrary to applicable laws and regulations, including fraud. The most significant of these for the Company's business is FCA Listing and DTR rules.

Our tests included, but are not limited to:

·    Enquiring of management and those charged with governance of any non-compliance with Listing Rules;

·    Reading minutes of meetings of those charged with governance;

·    Considering the design and implementation of the controls in monitoring compliance with laws and regulations.

We assess the susceptibility of the financial statements to material misstatement including fraud and considered the key fraud risk areas to be the completeness, existence and accuracy of administration expenses and management override.

Our tests included, but were not limited to:

·    The procedures set out in the Key Audit Matters section above;

·    Testing journals, based on risk assessment criteria as well as an unpredictable sample and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud, and

·    evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with the terms of the engagement letter dated 31 August 2022. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Benjamin Bidnell (Senior Statutory Auditor)

For and on behalf of Shipleys LLP

Chartered Accountants and statutory auditors

10 Orange Street

London

United Kingdom

WC2H 7DQ

Date: 2 April 2024