A.J. Green Shell Plc — Audit Report / Information 2017

May 2, 2018

FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

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FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

CONTENTS

Board of Directors and other officers
Independent auditor's report	$2 - 4$
Statement of profit or loss and other comprehensive income	5.
Statement of financial position	6
Statement of changes in equity	7
Cash flow statement	8
Notes to the financial statements	$9 - 13$
Additional information to the statement of profit or loss and other comprehensive income	$14 - 16$

PAGE

BOARD OF DIRECTORS AND OTHER OFFICERS

Zheng Zhang (appointed on 6 October 2016) Antonia Constantinou (appointed on 6 October 2016) Panayiotis Rigas (appointed on 6 October 2016)
Zheng Zhang (appointed on 6 October 2016)
Dimension Eleven Financial Consultancy Ltd
15 Ayion Omologiton Street 1080 Nicosia Cyprus

Registration number:

HE358762

Independent Auditor's Report

To the Members of Rofolio Holdings Public Company Ltd

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Rofolio Holdings Public Company Ltd (the "Company"), which are presented in pages 5 to 13 and comprise the statement of financial position as at 31 December 2017, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the period from 5 August 2016 to 31 December 2017, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2017, and of its financial performance and its cash flows for the period from 5 August 2016 to 31 December 2017 in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the information included in the management report and the additional information to the statement of profit or loss and other comprehensive income in pages 14 to 16, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and 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, 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.

Dimension Eleven Financial Consultancy Ltd 5 Thessalonikis Street, Office B11, 2122 Aglantzia, Nicosia, Cyprus T: +357 22 377 555, F: +357 22 377 506, email: info@d11consultancy.com www.d11consultancy.com

Independent Auditor's Report (continued)

To the Members of Rofolio Holdings Public Company Ltd

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines 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 Board of Directors is 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

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 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.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

Independent Auditor's Report (continued)

To the Members of Rofolio Holdings Public Company Ltd

Auditor's Responsibilities for the Audit of the Financial Statements (continued)

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Other Matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

VARINENSION ELEVEN (D11)
VARINGAR CONSULTANCY LTD

Nicolas A. Mantis Certified Public Accountant and Registered Auditor for and on behalf of Dimension Eleven Financial Consultancy Ltd Certified Public Accountants and Registered Auditors

Nicosia, 27 April 2018

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Period from 5 August 2016 to 31 December 2017

	Note	05/08/2016 - 31/12/2017 €
Administration expenses Other expenses	5	(2,000) (26,000)
(Loss) before tax		(28,000)
Net loss for the period		(28,000)
Other comprehensive income
Total comprehensive income for the period		(28,000)

STATEMENT OF FINANCIAL POSITION

31 December 2017

	Note	2017 €
EQUITY AND LIABILITIES
Equity Share capital Accumulated losses	8	26,000
Total equity		(28,000) (2,000)
Current liabilities
Trade and other payables	9	2,000
Total equity and liabilities		2,000

On 27 April 2018 the Board of Directors of Rofolio Holdings Public Company Ltd authorised these financial statements for issue.

Zheng Zhang Director

Antonia Constantinou Director

Panayiotis Rigas Director

STATEMENT OF CHANGES IN EQUITY Period from 5 August 2016 to 31 December 2017

	Note	Share capital €	Accumula- ted losses €	Total €
Balance at 5 August 2016
Net loss for the period Issue of share capital	8	٠ 26.000	(28,000)	(28,000) 26,000
Balance at 31 December 2017		26,000	(28,000)	(2,000)

Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.

CASH FLOW STATEMENT

Period from 5 August 2016 to 31 December 2017

	05/08/2016 - 31/12/2017
CASH FLOWS FROM OPERATING ACTIVITIES	€
(Loss) before tax	(28,000)
Changes in working capital: Increase in trade and other payables	(28,000)
Cash used in operations	2,000 (26,000)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital
Net cash generated from financing activities	26,000
	26.000

NOTES TO THE FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

1. Incorporation and principal activities

Country of incorporation

The Company Rofolio Holdings Public Company Ltd (the "Company") was incorporated in Cyprus on 5 August 2016 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at 15 Ayion Omologiton Street, 1080 Nicosia, Cyprus.

Principal activities

The principal activities of the Company are the investments in real estate.

The company was dormant during the period from incorporation to 31 December 2017.

2. Significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below.

Going concern basis

The Company incurred a loss of €28,000 for the period from 5 August 2016 to 31 December 2017, and, as of that date Company's current liabilities exceeded its current assets by €2,000. The Company is dependent upon the continuing financial support of its shareholder without which there would be significant doubt about its ability to continue as a going concern as well as its ability to realise its assets and discharge its liabilities in the ordinary course of business. The shareholder has indicated his intention to continue providing such financial assistance to the Company to enable it to continue as a going concern and to meet its obligations as they fall due.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The financial statements have been prepared under the historical cost convention.

Adoption of new and revised IFRSs

During the current period the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 5 August 2016.

At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.

Dividends

Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.

Share capital

Ordinary shares are classified as equity.

NOTES TO THE FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

3. Financial risk management

Financial risk factors

The Company is exposed to liquidity risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:

3.1 Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. No maturity table disclosing the undiscounted cash flows of the underlying liabilities has been presented as all outstanding balances are due within 12 months and consequently their carrying amounts are representative of their contractual cash flows and the impact of discounting is not significant.

3.2 Capital risk management

Capital includes equity shares and share premium, convertible preference shares and loan from parent company.

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

4. Critical accounting estimates and judgments

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Going concern basis

The assessment of the Company for the appropriateness of the use of the going concern basis is disclosed in note 2.

5. Other expenses

Formation

	$05/08/2016$ -
	31/12/2017
Expenses	€
	26,000

NOTES TO THE FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

6. Expenses by nature

05/08/2016 -
31/12/2017
2.000
,26,000
28,000

7. Tax

The corporation tax rate is 12,5%.

Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

Due to tax losses sustained in the period, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years.

8. Share capital

Authorised	2017 Number of shares	2017 €
Ordinary shares of €1 each	26,000	26,000
Issued and fully paid		€
Issue of shares	1,000	1,000
Issue of shares	25,000	25,000
Balance at 31 December	26,000	26,000

Authorised capital

Under its Memorandum the Company fixed its share capital at 1,000 ordinary shares of nominal value of €1 each.

On 6 October 2016 the Company increased its authorised share capital to €26,000 in order to comply with the statutory requirements of the Emerging Companies Market.

Issued capital

Upon incorporation on 5 August 2016 the Company issued to the subscribers of its Memorandum of Association 1,000 ordinary shares of €1 each at par.

On 6 October 2016 the Company increased its issued share capital to €26,000 in order to comply with the statutory requirements of the Emerging Companies Market.

NOTES TO THE FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

9. Trade and other payables

2017 € 2,000

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

10. Operating Environment of the Company

Following a long and relatively deep economic recession, the Cyprus economy began to record positive growth in 2015 which accelerated during 2016. The restrictive measures and capital controls which were in place since March 2013 were lifted in April 2015 and on the back of the strength of the economy's performance and the strong implementation of required measures and reforms, Cyprus exited its economic adjustment programme in March 2016. In recognition of the progress achieved on the fiscal front and the economic recovery, as well as the enactment of the foreclosure and insolvency framework, the international credit rating agencies have proceeded with a number of upgrades of the credit ratings for the Cypriot sovereign, and although the rating continues to be 'noninvestment grade', the Cyprus government has regained access to the capital markets. The outlook for the Cyprus economy over the medium term remains positive, however, there are downside risks to the growth projections emanating from the high levels of non performing exposures, uncertainties in the property markets, as well as potential deterioration in the external environment for Cyprus, including continuation of the recession in Russia in conditions of protracted declines in oil prices; weaker than expected growth in the euro area as a result of worsening global economic conditions; slower growth in the UK with a weakening of the pound as a result of uncertainty regarding the result of the Brexit referendum; and political uncertainty in Europe in view of Brexit and the refugee crisis.

This operating environment may have a significant impact on the Company's operations and financial position. Management is taking necessary measures to ensure sustainability of the Company's operations. However, the future effects of the current economic situation are difficult to predict and management's current expectations and estimates could differ from actual results.

The Company's management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.

On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary. The Company's management believes that it is taking all the necessary measures to maintain the viability of the Company and the smooth conduct of its operations in the current business and economic environment.

11. Contingent liabilities

The Company had no contingent liabilities as at 31 December 2017.

12. Commitments

The Company had no capital or other commitments as at 31 December 2017.

13. Events after the reporting period

There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS Period from 5 August 2016 to 31 December 2017

Independent auditor's report on pages 2 to 4

DETAILED INCOME STATEMENT Period from 5 August 2016 to 31 December 2017

		05/08/2016 - 31/12/2017
	Page	€
Revenue
Operating expenses
Administration expenses	15	(2,000)
Other operating expenses		(2,000)
Formation Expenses		(26,000)
Net loss for the period before tax		(28,000)

SELLING AND DISTRIBUTION EXPENSES Period from 5 August 2016 to 31 December 2017

	$05/08/2016$ - 31/12/2017
	€
Administration expenses
Auditors' remuneration	2,000
	2,000 ________

15

COMPUTATION OF CORPORATION TAX Period from 5 August 2016 to 31 December 2017

Net loss per income statement Add:	Page 14	€	€ (28,000)
Formation Expenses		26,000
Net loss for the year			26,000 (2,000)

CALCULATION OF TAX LOSSES FOR THE FIVE YEAR PERIOD

Tax year	2012	2013	2014	2015	2016	2017
	€	€		€	€	F
Profits/(losses) for the tax year
Gains Offset $(6)$			٠			(2,000)
- Year					۰.
Gains Offset $(6)$			-
- Year
Gains Offset $(\epsilon)$
- Year
Gains Offset $(F)$
- Year
Gains Offset $(6)$
- Year

Net loss carried forward

$(2,000)$

1080 Nicosia Cyprus

Dimension Eleven Financial Consultancy Ltd Certified Public Accountants and Registered Auditors Office B11 2122 Aglantzia, Nicosia Cyprus

27 April 2018

Dear Sirs

Management representation letter for the audit of the period ended 31 December 2017

This representation letter is provided in connection with your audit of the financial statements of Rofolio Holdings Public Company Ltd (the "Company") for the period from 5 August 2016 to 31 December 2017 for the purpose of expressing an opinion as to whether the financial statements give a true and fair view of the financial position of the Company as at 31 December 2017, and of its financial performance and its cash flows for the period from 5 August Company as at 31 December 2017 in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

By a resolution of the Board of Directors, passed today, we are directed to confirm to you, in respect of the financial

Ly a resolution of the board of Directors, passed today, we are uncluded to common to you, in respect
Statements of the Company for the period from 5 August 2016 to 31 December 2017, the following: We confirm, to the best of our knowledge and belief and having made appropriate inquiries of other Directors and

officials and staff of the Company as we considered necessary for the purpose of appropriately informing ourselves,

We acknowledge our legal responsibilities regarding disclosure of information to you as auditors and confirm that so The authority region responsion to regarding the cost of mormandir to you as authors and common that so far as we are aware, there is no relevant audit information needed by you in connection with preparing your audit Teport of which you are unaware. Each Director has taken all the steps that he ought to have taken as a Director order to make himself aware of any relevant audit information and to establish that you are aware of that

I. Financial statements

$1)$

We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated 17/04/2018, for the preparation of the financial statements in accordance with IFRSs as adopted by the EU and the

requirements of the Cyprus Companies Law, Cap. 113, which give a true and fair view in accordance therewith, and for making accurate representations to you. We have approved the financial statements. We confirm that we have reviewed the Company's accounting policies and estimation techniques and, having $2)$ regard to the possible alternative policies and techniques, the accounting policies and estimation techniques regain to the possible are native pointes and techniques, the accounting pointes and estimation techniques
Selected for use in the preparation of the financial statements are the most appropriate to give a true and fair View for the Company's particular circumstances, as required by International Accounting Standard IAS1: Presentation of financial statements.

• Significant assumptions used by us in making accounting estimates, including those measured at fair value, are 3)
• We have no plans or intentions that may materially alter the carrying value and where relevant the fair value $4)$
• measurements or classification of assets and liabilities reflected in the financial statements. Related party relationships and transactions have been appropriately accounted for and disclosed in accordance 5)

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Minutes of the Shareholders Annual General Meeting held at the Company's registered office on 27 April 2018.

Present:

Zheng Zhang Antonia Constantinou Panayiotis Rigas

Director, owner of 7,800 shares Director, owner of 2,340 shares Director, owner of 13,260 shares

Agenda:

(a) Review and approval of the financial statements of the Company for the period from 5 August 2016 to 31 December 2017. (b) Reappointment of Independent Auditors.

Chairman:

Ms Zheng Zhang was appointed chairman of the meeting.

Notice:

As all the members being entitled to attend and vote at the Annual General Meeting of the Company are present it was decided that no notice needs to be given for the present Meeting.

Presentation of financial statements:

The financial statements of the Company, the management report and Independent Auditors' report thereon for the period from 5 August 2016 to 31 December 2017 were presented to the meeting.

Approval of financial statements:

It was resolved that the financial statements and Board of Directors report be approved.

Reappointment of Independent Auditors:

Messis Dimension Eleven Financial Consultancy Ltd were reappointed unanimously Independent Auditors of the Company for next year and it was resolved that the Board of Directors be authorised to and agree with the Auditors for their remuneration in due course.

Secretary

Chairman

15 Ayion Omologiton Street 1080 Nicosia Cyprus

HE 358762

REPORT AND FINANCIAL STATEMENTS

The Auditor's report and the Financial Statements of the company for the period from 5 August 2016 to 31 December 2017 are true copies of those presented at the Annual General Meeting that took place on 27 April 2018.

Signature

. . . . . . Zheng Zhang Director

Signature

. . . . . Zheng Zhang Secretary