TIDMGFHG
RNS Number : 9843X
Grand Fortune High Grade Limited
01 September 2022
GRAND FORTUNE HIGH GRADE LIMITED
CONSOLIDATED REPORTS AND FINANCIAL STATEMENTS
FOR THE YEARED 30 APRIL 2022
GRAND FORTUNE HIGH GRADE LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEARED 30 APRIL 2022
I am pleased to present the consolidated reports and financial
statements for the year from 1 May 2021 to 30 April 2022. During
the year, the Group reported a loss of GBP281,868 (loss of
GBP399,083 for the period from 1 May 2020 to 30 April 2021) which
arose from professional fees, salaries, wages, rent and office and
general expenses in connection with the ongoing operations of the
Group. As at the date of signing this report the Group has
approximately GBP1.7 Million of cash balances.
Following its listing on the London Stock Exchange on 22 May
2017, the Group has been focused on the development of its
financial training business in order to satisfy the significant
demand for financial sector specialists in China. To assist in that
development, the Group established a 100% owned subsidiary in Hong
Kong - Grand Fortune High Grade (HK) Limited which in turn has a
100% owned subsidiary in mainland China - Shen Zhen Shi Ji Fu
Education Information Consulting Co. Ltd. (and the consolidated
financial statements presented herein comprise of the financial
statements of Grand Fortune High Grade Limited, Grand Fortune High
Grade (HK) Limited and Shen Zhen Shi Ji Fu Education Information
Consulting Co. Ltd.).
Grand Fortune High Grade Limited held its shareholder meeting on
5 November 2021. All items proposed were approved by 100% of the
votes cast at the meeting. Following the meeting, the Board of
Directors was comprised of Wong Lee Chun (re-elected), Angus Irvine
(re-elected) and Ko Kwan (elected).
The past three years have been challenging. The challenges of
the COVID-19 pandemic have had had a devastating effect on the
global economy and on the ability of the Group to offer financial
training courses in person. Despite the Group's best efforts, there
has not been any revenue generated from its financial training
business and the Group has not yet been successful in developing an
online training platform. The implementation and success of the
online training platform remains one of the biggest tests for the
Group.
As the business activities develop, the Group will keep
shareholders advised of its activities. We appreciate the
assistance of our officers, directors and advisors as we work
towards the development of our business.
"Wong Lee Chun"
CHIEF EXECUTIVE OFFICER
31 August 2022
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
Directors' consolidated report
The directors present their consolidated report together with
the audited consolidated financial statements for the year ended 30
April 2022. The consolidated report fairly presents and discloses
the financial position and the results at the dates and for the
periods to which they apply.
Principal activity and future developments
Grand Fortune High Grade Limited (individually, or collectively
with its subsidiary, Grand Fortune High Grade (HK) Limited ("GFHG
HK") and GFHG HK's wholly owned subsidiary Shen Zhen Shi Ji Fu
Education Information Consulting Co. Ltd. ("Ji Fu Education"), as
applicable, the "Group") is focused on the development of its
financial training business in order to satisfy the significant
demand for financial sector specialists in China.
Business review and management report
The loss on ordinary activities for the year ended 30 April 2022
was GBP281,868 (loss of GBP399,083 for the year ended 30 April
2021) .
The Group had cash at bank and in hand of GBP1,766,865 as at 30
April 2022 . The principal risks and uncertainties that the Group
faces are in developing its financial training business in China,
which is a new market. The Group is aiming to tailor and deliver
courses that are appropriate for the market but there is no
guarantee there will be a sufficient demand for the courses
offered.
The Group has not carried out any activities in the field of
research and development.
There have been no subsequent events that have occurred since
the end of the financial year.
Dividends
The directors do not recommend the payment of a final dividend
for the year.
Directors
The following directors served during the year to 30 April
2022:
KIT LING LAW** - CHAIRMAN AND CHIEF FINANCIAL OFFICER
WONG LEE CHUN - CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ANGUS SIGURD IRVINE - NON-EXECUTIVE DIRECTOR
KO KWAN** - NON-EXECUTIVE DIRECTOR
ANTHONY WONNACOTT** - NON-EXECUTIVE DIRECTOR
** Kit Ling Law resigned on 1 June 2021.
**Ko Kwan was appointed on 1 October 2021.
**Anthony Wonnacott resigned on 1 October 2021.
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
(CONTINUED)
Substantial shareholdings
Except for the interests of those persons set out below, the
Directors are not aware of any interest which, at the date of this
document would amount to 3% or more of Grand Fortune High Grade
Limited 's issued share capital:
Name Number of Ordinary Approximate % Holding
Shares
Kit Ling Law 32,339,084 20.21%
Hundred River Ltd. (Wong
Lee Chun) 31,996,100 19.99%
Directors' Remuneration
Directors' emoluments are detailed in Notes 9 and 12 to the
accounts.
Auditors
A resolution re-appointing Crowe U.K. LLP as auditors of the
Group was approved by shareholders at the annual general meeting
held on 5 November 2021.
Going concern
The Group is focused on the development of a financial training
business in China, and, apart from a small amount of interest
receivable, it currently has no significant income stream. Until
the training business has been adequately developed and is
generating significant revenue, it is therefore dependent on its
cash reserves to fund ongoing costs. At 30 April 2022, the Group's
cash position was GBP1,766,865.
After reviewing the Group's budget for the period ending 31
October 2023 and its medium-term plans, the directors have a
reasonable expectation that the Group will have adequate resources
to continue in operational existence for the foreseeable
future.
For this reason, they continue to adopt the going concern basis
in preparing the accounts.
Financial risk management
The Group's financial risk management objective is to minimise,
as far as possible, the Group's exposure to such risk as detailed
in note 14 to the accounts.
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
(CONTINUED)
Principal Risks and Uncertainties Facing the Group
The principal risks and uncertainties facing the Group are: (1)
The Group's success is dependent on the successful development of a
financial training business in China, and for the year ended 30
April 2022, apart from a small amount of interest receivable, the
Group did not generate any revenue and there are no guarantees that
the Group will develop a training business that will generate
sufficient revenue to cover the expenses of the Group; and (2)
Until the training business has been adequately developed and
generating significant revenue, the Group is dependent on its cash
reserves to fund ongoing costs - there are no guarantees that the
Group will be successful in replenishing those cash reserves once
depleted.
COVID-19 Risks
The emergency measures taken within mainland China and Hong Kong
to combat the COVID-19 pandemic may continue, could be expanded,
and could also be reintroduced in the future following relaxation.
As these governments implement monetary and fiscal policy changes
aimed to help stabilize economies and capital markets, we cannot
predict legal and regulatory responses to concerns about the
COVID-19 pandemic and related public health issues and how these
responses may impact our business. The COVID-19 pandemic, actions
taken within mainland China and in Hong Kong in response to it, and
the ensuing economic downturn has caused significant disruption to
business activities and economies. The depth, breadth and duration
of these disruptions remain highly uncertain at this time.
Furthermore, these governments are developing frameworks for the
staged resumption of business activities. As a result, it is
difficult to predict how significant the impact of the COVID-19
pandemic, including any responses to it, will be on the global
economy and our business.
The impact of COVID-19 has significantly reduced the ability of
the Group to currently provide its training programs in a
face-to-face setting and the ability to provide face-to-face
training programs in the future is uncertain. As a result, the
Group is developing an online training platform for its offered
programs. The implementation and success of this online training
platform is uncertain.
Corporate governance
Due to the size and nature of the Group, it has not adopted the
UK Corporate Governance Code. However, it has adopted corporate
governance procedures as are appropriate for the size and nature of
the Group and the size and composition of the Board. These
corporate governance procedures have been selected with due regard
to for the provisions of the UK Corporate Governance Code insofar
as is appropriate. A description of these procedures is set out
below:
-- Due to the nature and size of the Group, it does not have
separate audit, remuneration and nomination committees. The Board
as a whole will instead review risk, compliance, and nominations
matters, as well as the Board's size, structure, and composition,
considering the interests of the Shareholders and the performance
of the Group. Once the Group has achieved sufficient growth, the
Board intends to put in place audit, remuneration and nomination
committees;
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
(CONTINUED)
-- the Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code nor any diversity policy, but will
apply the principles of governance, set out in the UK Corporate
Governance Code, once the Group has achieved sufficient growth;
-- the Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. One-third of
Directors (or, where their number is not divisible by three, the
nearest number not exceeding one-third) will be required to retire
and seek re-elections on an annual basis; and
-- the Company may seek to transfer from a Standard Listing to
either a Premium Listing or other appropriate listing venue, based
on sufficient growth, subject to fulfilling the relevant
eligibility criteria at the time. If the Group is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with the Model Code
and to comply or explain any derogation from the UK Corporate
Governance Code.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the auditor is
aware of that information.
Directors' responsibility statement
The Directors are responsible for preparing the management
report, annual report and the non-statutory consolidated financial
statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and
with International Financial Reporting Standards ("IFRS") as
adopted by the European Union.
International Accounting Standard 1 requires that consolidated
financial statements present fairly for each financial year the
Group's consolidated financial position, consolidated financial
performance and consolidated cash flows. This requires the faithful
representation of transactions, other events and conditions in
accordance with the definitions and recognition criteria for the
assets, liabilities, income and expenses set out in the
International Accounting Standards Board's "Framework for the
Preparation and Presentation of Financial Statements".
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
(CONTINUED)
In virtually all circumstances, a fair representation will be
achieved by compliance with all IFRS. Directors are also required
to:
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business;
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable, and
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Group's consolidated financial position and
financial performance.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group. They are also responsible for
safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The maintenance and integrity of the Grand Fortune High Grade
Limited website is the responsibility of the Directors.
Legislation in the Cayman Islands governing the preparation and
dissemination of the accounts and the other information included in
annual reports may differ from legislation in other
jurisdictions.
GRAND FORTUNE HIGH GRADE LIMITED
DIRECTORS' CONSOLIDATED REPORT
FOR THE YEARED 30 APRIL 2022
(CONTINUED)
The directors confirm, to the best of their knowledge that:
-- the consolidated financial statements, prepared in accordance
with the relevant financial reporting framework, give a true and
fair view of the consolidated assets, liabilities, financial
position and profit or loss of the Group;
-- the consolidated financial statements include a fair review
of the development and performance of the business and the
consolidated financial position of the Group, together with a
description of the principal risks and uncertainties that it faces;
and
-- the annual report and consolidated financial statements,
taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess the
Group's performance, business model and strategy.
By order of the board
"Wong Lee Chun"
CHIEF EXECUTIVE OFFICER
31 August 2022
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
GRAND FORTUNE HIGH GRADE LIMITED
Opinion
We have audited the financial statements of Grand Fortune High
Grade Limited and its subsidiaries (the "Group") for the year ended
30 April 2022 which comprise consolidated statement of
comprehensive income, consolidated statement of financial position,
consolidated statements of changes in equity, consolidated cash
flow statements 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 European Union.
In our opinion, the group financial statements:
-- give a true and fair view of the state of the group's affairs
as at 30 April 2022 and of its loss for the year then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards as adopted by the European Union;
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 are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating 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. Our
evaluation of the directors' assessment of the Group's ability to
continue to adopt the going concern basis of accounting included
obtaining management's assessment of going concern, including a
cash flow forecast through to the end of October 2023. We produced
scenarios to stress test that forecast and to consider whether the
Group has the cash resources to continue for at least the next 12
months.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
GRAND FORTUNE HIGH GRADE LIMITED
(CONTINUED)
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP35,000
(2021: GBP42,000), based on based on approximately 2% of the total
assets.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment. We
determined performance materiality to be GBP24,700 (2021:
GBP30,000).
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the board to report to it all identified errors
in excess of GBP1,700 (2021: GBP2,000). Errors below that threshold
would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Overview of the scope of our audit
The group is in the early stages of its development and is
currently administered from one central operating location, which
is the Group's registered office All audit work has been conducted
remotely by the group audit team.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
GRAND FORTUNE HIGH GRADE LIMITED
(CONTINUED)
Key Audit Matters
In addition to the matter described in the Conclusion related to
going concern section, we have determined the matter described
below to be the key audit matter to be communicated in our
report.
Key audit matter How our scope addressed the key audit
matter
===================================
Disclosure of related party We reviewed transactions for evidence
transactions of potential undisclosed related party
The business is managed by transactions and challenged management's
a small number of individuals disclosure on related party transactions.
in different locations increasing Where necessary we took representations
the risk that related party from management to confirm that transactions
transactions are not identified were not with related parties.
and disclosed.
=================================== ==============================================
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
Other information
The directors are responsible for the other information
contained within the annual report. The other information comprises
the information included in the annual report, other than the
financial statements and our auditor's report thereon. 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.
In connection with our audit of the financial statements, 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
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 the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement set out on page 6, 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.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
GRAND FORTUNE HIGH GRADE LIMITED
(CONTINUED)
In preparing the financial statements, the directors are
responsible for assessing the Group'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 Group 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.
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:
-- As part of our audit planning process we assessed the
different areas of the financial statements, including disclosures,
for the risk of material misstatement. This included considering
the risk of fraud where direct enquiries were made of management
and those charged with governance concerning both whether they had
any knowledge of actual or suspected fraud and their assessment of
the susceptibility of fraud. We considered the risk was greater in
areas that involve significant management estimate or judgement.
Based on this assessment we designed audit procedures to focus on
the key areas of estimate or judgement, including the carrying
value of accruals.
-- We have read board and committee minutes of meetings, as well
as regulatory announcements, as part of our risk assessment process
to identify events or conditions that could indicate an incentive
or pressure to commit fraud or provide an opportunity to commit
fraud. As part of this process, we have considered whether
remuneration incentive schemes or performance targets exist for the
Directors.
-- In addition to the risk of management override of controls,
we have considered the fraud risk related to any unusual
transactions or unexpected relationships, including assessing the
risk of undisclosed related party transactions. Our procedures to
address this risk included target testing a risk-based sample of
journal transactions, both at the year end and throughout the
year.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
GRAND FORTUNE HIGH GRADE LIMITED
(CONTINUED)
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK). The
potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized
schemes designed to conceal it, including deliberate failure to
record transactions, collusion or intentional misrepresentations
being made to us.
A further description of our responsibilities for the audit of
the financial statements 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 Group's members, as a body, in
accordance with our agreed terms of engagement dated 16 June 2020.
Our audit work has been undertaken so that we might state to the
Group'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 Group and the Group's members as a body, for
our audit work, for this report, or for the opinions we have
formed.
Steve Gale
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
31 August 2022
GRAND FORTUNE HIGH GRADE LIMITED
FOR THE YEARED 30 APRIL 2022
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year Ended Year Ended
Note 30 April 2022 30 April 2021
GBP GBP
Revenue - -
Administrative expenses 4 (281,960) (339,405)
Operating Loss (281,960) (399,405)
Finance income 92 322
Loss before tax (281,868) (399,083)
Taxation 5 - -
Loss after tax and total comprehensive
loss for the period attributable
to the equity holders of the
Group (281,868) (399,083)
Loss per Ordinary Share:
Basic and diluted (pence) 6 (0.18) (0.25)
The notes to the consolidated financial statements form an integral
part of these consolidated financial statements.
GRAND FORTUNE HIGH GRADE LIMITED
FOR THE YEARED 30 APRIL 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
30 April 2022 30 April 2021
GBP GBP
Assets
Current assets
Cash and cash equivalents 1,766,865 2,054,661
Total assets 1,766,865 2,054,661
Equity and liabilities
Capital and reserves
Share Capital 10 4,311,700 4,311,700
Accumulated losses (2,572,407) (2,290,539)
Total equity attributable
to equity holders of the Group 1,739,293 2,021,161
Current liabilities
Amounts owing to Directors 12 7,532 18,500
Other payables 7 20,040 15,000
Total liabilities 27,572 33,500
Total equity and liabilities 1,766,865 2,054,661
The notes to the consolidated financial statements form an
integral part of these consolidated financial statements.
This report was approved by the board and authorised for issue
on 31 August 2022 and signed on its behalf by
"Wong Lee Chun"
CHIEF EXECUTIVE OFFICER
GRAND FORTUNE HIGH GRADE LIMITED
FOR THE YEARED 30 APRIL 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Based
Note Share Payment Accumulated
Capital Reserve Losses Total
GBP GBP GBP GBP
Balance on 30 April 2020 4,311,700 646,637 (2,538,093) 2,420,244
Loss for the year after taxation - - (399,083) (399,083)
Share Based Payments 11 (646,637) 646,637 -
Balance as at 30 April 2021 4,311,700 - (2,290,539) 2,021,161
Loss for the year after taxation - - (281,868) (281,868)
Balance as at 30 April 2022 4,311,700 - (2,572,407) 1,739,293
The share capital comprises the Ordinary Shares of Grand Fortune
High Grade Limited .
Accumulated losses represent the aggregate retained loss of
Grand Fortune High Grade Limited since incorporation.
The notes to the consolidated financial statements form an
integral part of these consolidated financial statements.
GRAND FORTUNE HIGH GRADE LIMITED
FOR THE YEARED 30 APRIL 2022
CONSOLIDATED CASH FLOW STATEMENT
Year Ended Year Ended
30 April 2022 30 April 2021
GBP GBP
Cash flows from operating activities
Loss for the period before taxation (281,868) (399,083)
Adjustments:
Bank interest income (92) (322)
Foreign currency (gain)/loss (47,736) 43,772
Operating loss before working capital
adjustments (329,696) (355,633)
Working capital adjustments:
Increase in other payables 5,040 2,000
(Decrease)/increase in Amounts due
to Directors (10,968) 198
Net cash used in operating activities (335,624) (353,435)
Cash flows from investing activities
Interest received 92 322
Net cash flow from investing activities 92 322
(Decrease) in cash (335,532) (353,113)
Cash and cash equivalents, beginning
of the period 2,054,661 2,451,546
Effects of currency translation
on cash and cash equivalents 47,736 (43,772)
Cash and cash equivalents, end
of the period 1,766,865 2,054,661
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
Grand Fortune High Grade Limited is incorporated under the laws
of the Cayman Islands under the Companies Law. Grand Fortune High
Grade Limited was incorporated on 10 November 2015 as an exempted
company. Grand Fortune High Grade Limited 's registered number is
305700 and its registered office is at Willow House, Cricket
Square, PO Box 709, Grand Cayman KY1-1107, Cayman Islands. The
principal place of business is Flat/Rm 1, 8/F, Metex House, No. 28
Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong.
The Group's objective is to take advantage of opportunities to
establish a financial training business.
This financial information has been prepared in accordance with
IFRS as adopted by the European Union ("EU"). The standards have
been applied consistently during both years presented.
2. Accounting Policies
Basis of preparation
The principal accounting policies adopted by the Group in the
preparation of the financial information are set out below.
The financial information has been presented in pound sterling,
being the functional currency of the Grand Fortune High Grade
Limited.
The financial statements are presented on a consolidated basis
and include the accounts of Grand Fortune High Grade Limited, Grand
Fortune High Grade (HK) Limited and Shen Zhen Shi Ji Fu Education
Information Consulting Co. Ltd.
The financial information has been prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union ("IFRS"), including interpretations made by the
International Financial Reporting Interpretations Committee (IFRIC)
issued by the International Accounting Standards Board (IASB). The
standards have been applied consistently.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Accounting Policies (continued)
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and, in
some cases, have not yet been adopted by the European Union. The
directors do not expect that the adoption of these standards will
have a material impact on the consolidated financial statements of
the Group in future periods.
Going concern
The Group is focused on the development of a financial training
business in China, and apart from a small amount of interest
receivable, it currently has no significant income stream. Until
the training business has been adequately developed and is
generating significant revenue, it is therefore dependent on its
cash reserves to fund ongoing costs. At 30 April 2022, the Group's
cash position was GBP1,766,865.
After reviewing the Group's budget for the period ending 31
October 2023 and its medium-term plans, the directors have a
reasonable expectation that the Group will have adequate resources
to continue in operational existence for the foreseeable future. In
making this assessment, the directors have considered current and
developing impact on the business as a result of the COVID-19
virus. Whilst this has had an immediate impact on the Group's
operations and the Group's ability to offer financial training
courses in person, the Group is developing an online training
platform for its offered programs. The directors are aware that the
implementation and success of the online training platform remains
one of the biggest tests for the Group, in particular if the
current situation with COVID-19 becomes prolonged and in person
training is not possible or limited.
The financial information does not include any adjustments that
would result if the Group were unable to continue as a going
concern.
Taxation
The tax currently payable is based on the taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Accounting Policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised on the
consolidated statement of financial position when the Group becomes
a party to the contractual provisions of the instrument.
Financial assets
Under IFRS 9, financial assets are measured at amortised cost or
fair value through other comprehensive income ("FVOCI") depending
on the business model and contractual cash flow characteristics.
The classification depends on the basis on which assets are
measured and if either criteria is not met, then the financial
assets are held at fair value through profit or loss ("FVPL").
The Group holds cash and cash equivalents at amortised cost.
As at the consolidated balance sheet date, the Group did not
have any financial assets measured at FVPL or FVOCI.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group
are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial
liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
All financial liabilities are measured at amortised cost and are
subsequently measured at amortised cost, where applicable, using
the effective interest method, with interest expense recognised on
an effective yield basis
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Accounting Policies (continued)
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they
expire.
Foreign currencies
Profit and loss account transactions denominated in foreign
currencies are translated into sterling and recorded at the rate of
exchange ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated at
the rate of exchange ruling at the balance sheet date.
All differences are taken to the profit and loss account.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other
short-term investments to be cash equivalents.
Leases/Rentals
The only leases the Group has entered into are short term
leases. As permitted by IFRS 16 the Group has taken advantage of
the exemption not to apply the requirements of IFRS 16 to short
term leases and is recognising the expense in profit and loss
evenly over the lease contract. The total expense incurred on short
term leases is disclosed as rental expenses in note 4 to these
financial statements.
Segment Information
In the Directors' opinion, the Group has only one operating
segment - the development and operation of financial training
courses in China. The internal and external reporting is on a
consolidated basis with transactions between Group companies
eliminated on consolidation. Therefore, the financial information
of the single segment is the same as set out in the consolidated
statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of financial
position and cash flows.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Critical accounting estimates and judgement
The preparation of the financial information in conformity with
IFRS requires the Directors to make estimates and assumptions that
affect the reported amounts of income, expenditure, assets, and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
remain reasonable.
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 the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. There were no
critical estimates during the year ended 30 April 2022.
4. Administrative expenses
Year Ended Year Ended
30 April 30 April 2021
2022 GBP
GBP
Directors' remuneration 103,886 138,198
Key Management personnel 6,615 6,834
Rental Expenses 2,406 3,803
Salaries/Wages 93,663 82,088
Office/General Expenses 3,599 23,712
Legal and professional fees 116,472 97,345
Bank charges 3,055 3,653
Foreign currency (gain) / loss (47,736) 43,772
281,960 399,405
The remuneration of the auditors for the audit of the financial
statements was GBP17,500 (2021: GBP15,000).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Taxation
Grand Fortune High Grade Limited is incorporated in the Cayman
Islands. The operations of Grand Fortune High Grade Limited are,
with the exception of regulatory filings, outside of the Cayman
Islands. Accordingly, the costs and revenues of Grand Fortune High
Grade Limited are subject to Cayman Islands taxation legislation
where the prevailing taxation rate is 0%.
As GFHG HK is incorporated in Hong Kong it is subject to Hong
Kong taxation legislation and as Ji Fu Education is incorporated in
China it is subject to China taxation legislation . Any revenue
earned by GFHG HK would be subject to Hong Kong taxation and any
revenue earned by Ji Fu Education would be subject to China
taxation. As the Group's expenses exceeded its revenue for the year
ended 30 April 2022, it has not accrued any tax amount payable.
6. Loss per Ordinary Share
The calculation for earnings per Ordinary Share (basic and
diluted) for the relevant year is based on the profit after income
tax attributable to equity holder is as follows:
Year Ended Year Ended
30 April 2022 30 April 2021
GBP GBP
Loss attributable to equity
holders (GBP) (281,868) (399,083)
Weighted average number of
Ordinary Shares 160,000,000 160,000,000
Earnings per share (pence) (0.18) (0.25)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Other payables
As at As at
30 April 2022 30 April 2021
GBP GBP
Accruals 20,040 15,000
20,040 15,000
8. Key management personnel
Zhao Zhijun, the management director of GFHG HK, is considered a
key management personnel and below is the remuneration that was
accrued in the periods below.
Year Ended Year Ended
30 April 30 April 2021
2022 GBP
GBP
Zhao Zhijun 6,614 6,835
The Directors are also considered the key management personnel
and the following directors' remuneration was accrued in the
periods below.
Year Ended Year Ended
30 April 30 April 2021
2022 GBP
GBP
Wong Lee Chun 36,000 36,000
Angus Irvine 42,000 42,000
Ko Kwan 6,886 -
Kit Ling Law 1,500 18,000
Anthony Wonnacott 17,500 42,000
Directors Fee Adjustment - 198
103,886 138,198
All directors' remuneration was categorised as short-term
employee benefits and no amounts in the categories of
post-employment benefits, other long-term benefits, termination
benefits or share-based payment benefits. Kit Ling Law resigned on
1 June 2021 and Anthony Wonnacott resigned on 1 October 2021.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Share capital
As at
30 April As at
2022 30 April 2021
GBP GBP
160,000,000 Ordinary Shares 4,311,700 4,311,700
4,311,700 4,311,700
Grand Fortune High Grade Limited is authorized to issue up to
100,000,000,000 ordinary shares with a par value of GBP0.0001 per
ordinary share.
11. Share based payments
The Group has recognised NIL in respect of share-based payment
amounts in each of the years ended 30 April 2022 and 30 April
2021.
On 17 May 2017 Grand Fortune High Grade Limited entered into
warrant agreements with each of Alice Lau, Vincent Poon, Wai Man
Hui and Cornhill Capital Limited conferring the right to subscribe
for 4,800,000 Ordinary Shares each (a total of 19,200,000 Ordinary
Shares) as remuneration for assistance with the admission on the
London Stock Exchange. Each Warrant Agreement is in an identical
form and confers the right to subscribe for Ordinary Shares at
GBP0.10. The Warrants were conditional on admission on the London
Stock Exchange (which was completed on 22 May 2017) and can be
exercised at any time until 22 May 2020.
The following table summarizes the Group's outstanding
warrants:
Year Ended Share Based Year Ended Share Based
30 April Payment 30 April Payment
2022 Charge 2021 Charge
GBP GBP
Opening Position - - 19,200,000 646,637
------------ -------------------- ------------------ -------------------
Granted - - - -
------------ -------------------- ------------------ -------------------
Exercised - - - -
------------ -------------------- ------------------ -------------------
Expired - - 19,200,000 (646,637)
------------ -------------------- ------------------ -------------------
Closing Position - - - -
------------ -------------------- ------------------ -------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Amounts owing to Directors
As at As at
30 April 2022 30 April 2021
GBP GBP
Directors Fees 7,532 18,500
7,532 18,500
As of 30 April 2022, the only amounts owing to Directors are the
amounts for fees accrued in April 2022 as all other outstanding
amounts were paid during the year ended 30 April 2022.
13. Financial instruments
As at As at
Financial assets at amortised 30 April 2022 30 April 2021
cost GBP GBP
Other receivables - -
Cash and cash equivalents 1,766,865 2,054,661
Total financial assets 1,766,865 2,054,661
Financial liabilities at amortised
cost
Amounts owing to Directors 7,532 18,500
Other payables 20,040 15,000
Total financial liabilities 27,572 33,500
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Financial risk management
The Group uses a limited number of financial instruments,
comprising cash and amounts owing to Directors, which arise
directly from operations. The Group does not trade in financial
instruments.
General objectives, policies and processes
The Directors have overall responsibility for the determination
of the Group's risk management objectives and policies. Further
details regarding these policies are set out below:
Currency risk
As the Group operates internationally, its exposure to foreign
exchange risk relates to transactions and balances that are
denominated in currencies other than GBP. The Directors manage the
Group's exposure to currency risk by operating foreign currency
bank accounts, being GBP, HKD, RMB and USD. It is the Directors'
view that the size and complexity of the Group's trade does not
warrant financial hedging arrangements currently, although this
view will be regularly reviewed as the Group develops.
The table below illustrates the hypothetical sensitivity of the
Group's consolidated statement of financial position to a 10%
increase and decrease in the GBP/HKD, GBP/USD and GBP/RMB exchange
rates at the year-end date. The sensitivity rate of 10% represents
the directors' assessment of a reasonably possible change, based on
historic volatility.
Year Ended Year Ended
30 April 30 April
2022 2021
GBP GBP
------------------------------------------------- ------------------ ------------------
GBP Increases by 10%
HKD portion of Cash and cash equivalents (37,240) (41,124)
USD portion of Cash and cash equivalents (6,421) (6,743)
RMB portion of Cash and cash equivalents (35) (2,660)
------------------------------------------------- ------------------ ------------------
GBP Decreases by 10%
HKD portion of Cash and cash equivalents 45,516 50,263
USD portion of Cash and cash equivalents 7,848 8,242
RMB portion of Cash and cash equivalents 43 3,251
Period end exchange rates applied in the above analysis are HKD
9.84311 (2021 - HKD 10.8283), USD 1.25411 (2021 - USD 1.39492) and
RMB 8.28885 (2021 - 9.02504).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Financial risk management (continued)
Credit risk
Credit risk is the risk that a counter party will not meet its
obligations under a contract, leading to a financial loss. The
Group had cash and cash equivalents of GBP1,766,865 as at 30 April
2022. The credit risk from its liquid funds is limited as the
counter parties are banks with high credit ratings.
Liquidity risk
Liquidity risk arises from the Directors' management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Directors' policy is to ensure that the Group will always
have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, the Directors seek to maintain a
cash balance sufficient to meet expected requirements (all amounts
due within 30 days).
The Directors have prepared cash flow projections on a monthly
basis through to 31 October 2023. At the end of the year under
review, these projections indicated that the Group expected to have
sufficient liquid resources to meet its obligations under all
reasonably expected circumstances.
15. Capital risk management
The Directors' objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for Shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. During the year, the Group had been financed
by equity. In the future, it is expected that the capital structure
of the Group will continue to be financed in this manner with
equity attributable to equity holders of the Group, comprising
issued share capital and reserves.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Related party transactions
During the year ended 30 April 2020, Grand Fortune High Grade
Limited entered into an employment agreement with Derek Law. Derek
Law is a related party by virtue of being the brother of Kit Ling
Law (a significant shareholder and former member of the Board of
Directors of Grand Fortune High Grade Limited). Under the terms of
the employment agreement, Derek Law was employed on a continuous
basis as an Executive Deputy Director of Grand Fortune High Grade
Limited effective 1 December 2019 and entitled to a monthly salary
of HKD 20,000 and a monthly housing allowance of HKD 5,000.
Additionally, at the same time as the resignation of Anthony
Wonnacott (1 October 2021) from the board of directors of the
Company, Grand Fortune High Grade Limited entered into a consulting
agreement with Wonnacott Consulting Professional Corporation (an
entity controlled by Anthony Wonnacott) pursuant to which Mr.
Wonnacott was engaged as a corporate advisor to the Company with
remuneration of GBP2,500 per month (total charged by Mr. Wonnacott
of GBP17,500 during the year ended 30 April 2022). Mr. Wonnacott is
a related party by virtue of being a former director of the
Company.
All other amounts owing to directors relate to directors'
remuneration accrued as at the year ended 30 April 2022, see note 9
and 12 for a summary.
17. Ultimate controlling party
As at 30 April 2022, Grand Fortune High Grade Limited has no
controlling party.
http://www.rns-pdf.londonstockexchange.com/rns/9843X_1-2022-9-1.pdf
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FR SSIFEFEESESU
(END) Dow Jones Newswires
September 01, 2022 08:16 ET (12:16 GMT)
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