GFHG.L Regulatory News (GFHG)

GRAND FORTUNE HIGH GRADE LIMITED

CONSOLIDATED REPORTS AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2023

GRAND FORTUNE HIGH GRADE LIMITED

CHAIRMAN'S STATEMENT

FOR THE PERIOD ENDED 31 OCTOBER 2023

I am pleased to present the consolidated reports and financial statements for the period from 1 May 2023 to 31 October 2023. During the period, the Group reported a loss of £336,568 (loss of £161,660 for the period from 1 May 2022 to 31 October 2022) which arose from professional fees, rent, wages and general administration expenses in connection with the ongoing operations of the Group. As at 31 October 2023, the Group has approximately £1,092763 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 3 November 2022. 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 (re-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

18 DECEMBER 2023

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 OCTOBER 2023

Directors' report

The directors present their report together with the consolidated financial statements for the period ended 31 October 2023.

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, by organic growth, 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 period from 1 May 2023 to 31 October 2023 was of £336,568 (loss of £161,660 for the period from 1 May 2022 to 31 October 2022).

The Group had cash at bank and in hand of £1,092,763 at 31 October 2023. 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.

Dividends

The directors do not recommend the payment of a final dividend for the period.

Directors

The following directors served during the period to 31 October 2023:

WONG LEE CHUN - CHAIR AND CHIEF EXECUTIVE OFFICER

ANGUS SIGURD IRVINE - NON-EXECUTIVE DIRECTOR

KO KWAN - NON-EXECUTIVE DIRECTOR

Principle 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 period ended 31 October 2023, 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 as far 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;

· 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.

Directors' responsibility statement

The Directors are responsible for preparing the management report, annual report (and mid-year 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".

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 (and mid year reports) may differ from legislation in other jurisdictions.

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 mid-year 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

18 DECEMBER 2023

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE PERIOD ENDED 31 OCTOBER 2023

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE PERIOD ENDED 31 OCTOBER 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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 18 December 2023 and signed on its behalf by;

"Wong Lee Chun"

Chief Executive Officer

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE PERIOD ENDED 31 OCTOBER 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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 PERIOD ENDED 31 OCTOBER 2023

CONSOLIDATED CASH FLOW STATEMENT

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.

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.

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.

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 period ended 31 October 2023.

4. Administrative expenses

The remuneration of the auditors for the audit of the annual financial statements was £40,000 (2022: £17,500).

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 period ended 31 October 2023, 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 period is based on the profit after income tax attributable to equity holder is as follows:

7. Other payables

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 paid in the periods below.

The Directors are also considered the key management personnel and the following directors' remuneration was accrued in the periods below.

9. Share capital

Grand Fortune High Grade Limited is authorized to issue up to 100,000,000,000 ordinary shares with a par value of £0.0001 per ordinary share.

10. Amounts owing to Directors

The above Directors fees payable relate to directors' remuneration between 1 May 2018 and the respective periods listed above. As of 31 October 2023, the only amounts owing to Directors are the amounts for fees accrued for October 2023 as all other outstanding amounts were paid during the period ended 31 October 2023.

11. Financial instruments

12. 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 £. 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.

12. Financial risk management (continued)

Period end exchange rates applied in the above analysis are HKD 9.49051 (2022 - HKD 9.1118, USD 1.21349 (2022 - USD 1.16083) and RMB 8.86093 (2022 - RMB 8.41247).

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 £1,092,763 as at 31 October 2023. 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 2024. At the end of the period under review, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

13. 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. Historically, the Group had been financed by equity and Directors' loans. In the future, the capital structure of the Group is expected to consist of equity attributable to equity holders of the Group, comprising issued share capital and reserves.

14. 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. The total amount of entitlement increased to HKD 40,000 per month on May 1, 2023.

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 £2,500 per month (total charged by Mr. Wonnacott of £15,000 during the period ended 31 October 2022). Mr. Wonnacott is a related party by virtue of being a former director of the Company.

Additionally, on 1 June 2023, Grand Fortune High Grade Limited entered into a consulting agreement with Kit Ling Law pursuant to which Ms. Law was engaged as a consultant to the Company with remuneration of HKD 40,000 per month (total charged by Ms. Law of HKD 200,00 during the period ended 31 October 2023). Ms. Law is a related party by virtue of being a significant shareholder as well as a former director of the Company.

All other amounts owing to directors relate to directors' remuneration accrued between May 2018 and the period ended 31 October 2023, see note 8 and 10 for a summary.

15. Ultimate controlling party

As at 31 October 2023, the Group did not have any one identifiable controlling party.