A.J. Green Shell Plc — Interim / Quarterly Report 2018

Sep 28, 2018

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FINANCIAL STATEMENTS For the six-month period ended 30 June 2018

FINANCIAL STATEMENTS

For the six-month period ended 30 June 2018

CONTENTS

PAGE

Board of Directors and other officers
Statement of profit or loss and other comprehensive income	2
Statement of financial position	3
Statement of changes in equity	$4 - 5$
Cash flow statement	6
Notes to the financial statements	$7 - 10$
Additional information to the statement of profit or loss and other comprehensive income	11

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Zheng Zhang (appointed on 6 October 2016) Antonia Constantinou (appointed on 6 October 2016) Panayiotis Rigas (appointed on 6 October 2016)
Company Secretary:	Zheng Zhang (appointed on 6 October 2016)
Independent Auditors:	Dimension Eleven Financial Consultancy Ltd
Registered office:	15 Aylon Omologiton Street 1080 Nicosia Cyprus

Registration number:

HE358762

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the six-month period ended 30 June 2018

$\boldsymbol{r}$

	$01/01/2018 -$ 31/06/2018 €	$01/01/2017 -$ 30/06/2017 €
Administration expenses (Note 5) Other expenses	(5,000)
(Loss) before tax	(5,000)
Net loss for the period	(5,000)
Other comprehensive income
Total comprehensive income for the period	(5,000)

The notes on pages 7 to 10 from an integral part of these financial statements.

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STATEMENT OF FINANCIAL POSITION 30 June 2018

	30/06/2018 €	31/12/2017 €
EQUITY AND LIABILITIES
Equity Share capital Accumulated losses Total equity	26,000 (33,000) (5,000)	26,000 (28,000) (2,000)
Current liabilities Trade and other payables (Note 8)	5,000	2,000
Total equity and liabilities	5,000	2,000

On 28 September 2018 the Board of Directors of Rofolio Holdings Public Company Ltd authorised these financial statements for issue.

Zheng Zhang Director

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....................... (Antonià Constantinou Director

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.................................. Panayiotis Rigas Director

The notes on pages 7 to 10 from an integral part of these financial statements.

3

STATEMENT OF CHANGES IN EQUITY
For the six-month period ended 30 June 2018

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	Note	Share capital	Accumula- ted losses €	Total €
Balance at 1 January 2018 Net loss for the period		26,000	(28,000) (5,000)	(2,000) (5,000)
Balance at 31 December 2018		26,000	(33.000)	(7,000)

The notes on pages 7 to 10 from an integral part of these financial statements.

$\bar{\rm a}$

$\alpha$

$\bar{\bar{z}}$ $\ddot{\phantom{a}}$

$\tilde{\mathbf{z}}$

STATEMENT OF CHANGES IN EQUITY For the six-month period ended 30 June 2017

	Note	Share capital €	Accumula- ted losses €	Total €
Balance at 1 January 2017		26,000	(26,000)
Balance at 30 June 2017		26,000	(26.000)	$\overline{\phantom{a}}$

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 pr 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.

The notes on pages 7 to 10 from an integral part of these financial statements.

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$\hat{\mathcal{A}}$

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J.

5

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CASH FLOW STATEMENT For the six-month period ended 30 June

2018

For the period ended 30 June

$\sim$

$\bar{\mathbf{x}}$

$\bar{\kappa}$ $\bar{\kappa}$

$\lambda$

$\frac{1}{2}$

$\sim$

CASH FLOWS FROM OPERATING ACTIVITIES	€
(Loss) before tax	(5,000)
Changes in working capital:	(5,000)	-
Increase in trade and other payables	5,000
Cash used in operations

$\sim$ $\sim$

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NOTES TO THE FINANCIAL STATEMENTS For the six-month period ended 30 June 2018

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 30 June 2018.

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 €33,000 up to today's date, and, as of that date Company's current liabilities exceeded its current assets by €5,000. 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

For the six-month period ended 30 June 2018

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 $\ddot{\bullet}$

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

Expenses by nature 5.

	$01/01/2018 -$ 30/06/2018	01/01/2017- 30/06/2017
Accounting Fee	2,000	$\sim$
Other service Fee	3,000	Ξ
Total expenses	5,000	$\overline{\phantom{a}}$

NOTES TO THE FINANCIAL STATEMENTS For the six-month period ended 30 June 2018

1. 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 vears.

7. Share capital

Authorised	2018 Number of shares	2017 €
Ordinary shares of $E1$ each	26,000	26,000
Issued and fully paid		€
Issue of shares Issue of shares	1,000 25,000	1,000 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.

8. Trade and other payables

	$01/01/2018 -$ 30/06/2018	01/01/2017- 30/06/2017
Accounting Fee Provision	2,000
Other service Provision	3,000	$\overline{a}$
Total accrual	5,000	$\blacksquare$ -

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

NOTES TO THE FINANCIAL STATEMENTS For the six-month period ended 30 June 2018

9. 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 'non-investment 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.

10. Contingent liabilities

The Company had no contingent liabilities as at 30 June 2018.

11. Commitments

The Company had no capital or other commitments as at 30 June 2018.

12. Events after the reporting period

The directors of the Company are in the discussion with the investors to invest in the Company to carry on the investment activities of the Company.

COMPUTATION OF CORPORATION TAX For the six-month period ended 30 June 2018

$\sim$

Net loss per income statement	Page	⊨	(5,000)
Net loss for the period			(5,000)

CALCULATION OF TAX LOSSES FOR THE FIVE YEAR PERIOD

Tax year	2012	2013	2014	2015	2016	2017
	€	€	€	€	€
Profits/(losses) for the tax year	$\overline{\phantom{a}}$		$\overline{\phantom{a}}$		$\overline{\phantom{0}}$	(2,000)
Gains Offset (€)		-	-	-	-
- Year
Gains Offset (€)	$\blacksquare$	$\qquad \qquad \blacksquare$	$\overline{\phantom{0}}$	$\overline{a}$	$\blacksquare$
- Year
Gains Offset (€)	-	-	-	$\blacksquare$	٠
- Year
Gains Offset (€)	٠	$\blacksquare$	$\overline{\phantom{a}}$	$\blacksquare$	-
- Year
Gains Offset $(\epsilon)$	$\overline{\phantom{0}}$	$\overline{\phantom{a}}$	$\overline{\phantom{0}}$		$\blacksquare$
- Year

Net loss carried forward

$(2,000)$

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