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OBOR Starcrest Education Limited

50.50
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Starcrest Education Limited LSE:OBOR London Ordinary Share KYG843791099 ORD 1P (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 50.50 1.00 100.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services 0 -1.39M -0.0645 -7.83 10.89M

Starcrest Education The Belt & Road Final Results (2377W)

22/04/2021 7:00am

UK Regulatory


Starcrest Education (LSE:OBOR)
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TIDMOBOR

RNS Number : 2377W

Starcrest Education The Belt & Road

22 April 2021

22 April 2021

Starcrest Education The Belt & Road Limited

("Starcrest" or the "Company" or the "Group")

Final Results

Starcrest Education The Belt & Road Limited (LSE: OBOR), the international developer and operator of education services in Europe, is pleased to announce its audited final results for the year ended 31 December 2020.

Highlights

   --    Cash balance of GBP1,454,672 as at 31 December 2020 
   --    Loss before tax of GBP1,327,754 for the year ended 31 December 2020 

-- In September 2019, the Company signed a non-legally binding heads of terms to acquire sixty per cent. of the issued share capital of The London School of Science and Technology Limited (the "Proposed Transaction")

o Due to the uncertainties of the COVID-19 pandemic, it is now likely that there will be no further progression of the Proposed Transaction until after 30 June 2021.

John McLean OBE, Non-Executive Chairman, commented:

"We are pleased to announce Starcrest's final results for the year ended 31 December 2020.

"Since the Company's admission on the London Stock Exchange Main Market, our ambition has been to seek relevant acquisition opportunities to enable the Company to provide forward-thinking, value-added solutions for students, employees and societies in the 'One Belt, One Road' countries.

"The Board believes that there remains significant potential for long-term growth within the international education sector and that Starcrest is well-positioned and sufficiently funded to deliver upon its strategy and to capitalise on this growth.

"Due to the uncertainties of the COVID-19 pandemic, it is now likely that there will be no further progression of the Proposed Transaction until after 30 June 2021. As such, we continue to work to identify other suitable acquisition targets that fit with the Company's search criteria and provide valuable opportunities for Starcrest and its shareholders.

"Throughout the year, we have remained proud to support UK-China relations and we have continued to sponsor the UK-China Charity Initiative in order to raise funds for The Lord Mayor's Appeal charities in the UK and China Chamber of Commerce in the UK's poverty alleviation projects in China.

"We would like to take this opportunity to thank the Company's shareholders for their support during what are still very uncertain times and all employees for their hard work.

"We look forward to providing further updates to the market in due course."

- Ends -

Enquiries:

 
  Starcrest Education 
   John McLean OBE, Non-Executive Chairman       +44 (0) 7768 031454 
  Allenby Capital Limited (Financial 
   Adviser and Broker) 
   John Depasquale / James Hornigold             +44 (0) 20 3328 5657 
  Yellow Jersey PR (Financial PR) 
   Sarah Hollins 
   Henry Wilkinson                               +44 (0) 20 3004 9512 
 

Notes to editors:

Starcrest is an international developer and operator of education services in Europe. The newly formed entity has been established to seek acquisition opportunities in the international education sector.

The Company intends to capture opportunities arising from the 'One Belt, One Road' ("OBOR") initiative, a foreign policy and economic strategy of the Chinese Government. The term derives from the Silk Road, the ancient trade route, and encompasses the overland 'Silk Road Economic Belt' and the '21st-Century Maritime Silk Road,' concepts introduced by Chinese President Mr Xi Jinping in 2013. These are the two major axes along which China proposes to economically link Europe to China through countries across Eurasia and the Indian Ocean. The OBOR initiative also links to Africa and Oceania.

Starcrest listed on the Main Market of the London Stock Exchange on 31 January 2019 under the ticker symbol (LSE: OBOR). Further information can be found on the Company's website at https://www.starcresteducation.com

Chairman's Statement

Introduction

I am pleased to report the final results for the year ended 31 December 2020.

As announced upon the Company's admission to trading, Starcrest's strategic objective has been to provide innovative solutions that add value to students, employees and the wider society in 'One Belt, One Road' ("OBOR") countries.

In line the Group's strategy, we have been proactively seeking relevant acquisition opportunities that fit with the Group's search criteria and that offer attractive growth potential. As a result, on 18 September 2019, Starcrest announced its intention to acquire sixty per cent. of the issued share capital of The London School of Science and Technology Limited ("LSST") (the "Proposed Transaction"). Given it is now likely that there will be no further progression of the Proposed Transaction until after 30 June 2021, due to the uncertainties of the COVID-19 pandemic, we are now pushing on at pace to seek other suitable acquisition targets. We hope to update the market in this regard in due course.

Throughout the year, Starcrest remained highly supportive of UK-China relations and continued to sponsor the UK-China Charity Initiative, launched by The Lord Mayor's Appeal ("LMA") and China Chamber of Commerce in the UK ("CCCUK") to raise funds for the LMA's charities in the UK and CCCUK's poverty alleviation projects in China.

Results and Trading

As of 31 December 2020, the Group had cash balances of GBP1,454,672. Loss before tax for the year ended 31 December 2020 was GBP1,327,754.

The majority of the losses reported in the year, representing approximately GBP1.03m is attributed to professional fees and associated costs relating to the reverse takeover project in 2020 and funds incurred in legal, commercial and financial due diligence relating to the Proposed Transaction.

Since the year-end, the Group can confirm that its trading activity has remained in line with the Board's expectations.

Working Capital

As at 31 March 2021, funds held at our banks equated to GBP1,127,398.

The Board has reviewed its cash flows for the next 12 months on a stand-alone basis, having taken into account current overheads and projected costs associated with the due diligence on the Proposed Transaction. The Board is satisfied that the Group has sufficient funds for the next 12 months.

Strategy and COVID-19

The Group continues to seek acquisition targets across Europe, which will add value and support this strategy. The Directors look forward to updating the market with our progress as and when possible.

While the global situation regarding COVID-19 persists, the wellbeing of our staff remains our ultimate priority. Following Government advice, in order to ensure the health and safety of all employees, all of the Company's personnel are now working from home as the Company's range of corporate activities continues. Additionally, for the foreseeable future, the Company does not plan to have an office within the UK as everything will be managed virtually.

As a direct result of the virus, we have noted a monumental shift in the education sector towards online, remote learning. The Board believes this trend will continue even once the negative effects of the virus have passed, and believes that it is right in aligning its strategy and search criteria for acquisition targets with this growing trend.

Summary and Outlook

The Board remains of the belief that Starcrest is well placed and has adopted the right strategy to capitalise on the enormous potential of the Chinese education sector and the opportunities arising from China's OBOR initiative.

We anticipate our Annual General Meeting for 2021 will be held remotely. We will notify shareholders of our proposed date when the Annual Accounts are circulated.

The Board will continue to prioritise the safeguarding of all employees and we look forward to updating existing and prospective investors with our progress regarding our search for acquisition targets and other corporate news in due course.

John McLean OBE

Non-Executive Chairman

22 April 2021

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 31 December 2020

 
                                       Note       Year Ended     Year Ended 
                                                 31 December     31 December 
                                                        2020         2019 
                                                         GBP         GBP 
  Administrative expenses                        (1,537,335)      (1,214,374) 
                                             ---------------  --------------- 
  Operating loss                        10       (1,537,335)      (1,214,374) 
 
  Finance expense                                          -          (2,372) 
  Loss before taxation                           (1,537,335)      (1,216,746) 
  Taxation                              13                 -                - 
                                             ---------------  --------------- 
  Loss for the year                              (1,537,335)      (1,216,746) 
  Other comprehensive loss 
  Exchange gain/(loss) arising 
  on translation to presentation 
  currency                                           209,581        (113,428) 
                                             ---------------  --------------- 
  Total comprehensive loss 
   for the year                                  (1,327,754)      (1,330,174) 
                                             ---------------  --------------- 
 
 
  Loss per share - basic 
   and diluted (pence per 
   share)                               14            (7.13)           (6.15) 
                                             ---------------  --------------- 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2020

 
                                                     As at                As at 
                                                  31 December           31 December 
                                                      2020                 2019 
                                         Note              GBP             GBP 
-------------------------------------  ------  ---------------  ---  -------------- 
 
  Assets 
  Non-current assets 
  Right-of-use assets                                        -               70,197 
  Total non-current assets                                                   70,197 
 
  Current assets 
  Cash and cash equivalents               16         1,454,672            2,787,046 
  Trade and other receivables                           16,681               14,600 
                                               ---------------       -------------- 
  Total current assets                               1,471,353            2,801,646 
                                               ---------------       -------------- 
  Total assets                                       1,471,353            2,871,843 
                                               ===============       ============== 
 
  Equity and liabilities 
   Capital and reserves attributable 
   to owners of the company 
  Share capital                           18           215,600              215,600 
  Share premium                           19         3,454,364            3,454,364 
  Other reserve                                              -                    - 
  Retained earnings                                (2,943,779)          (1,406,444) 
  Foreign exchange reserves                             96,153            (113,428) 
                                               ---------------       -------------- 
  Total equity                                         822,338            2,150,092 
 
  Liabilities 
   Current liabilities 
   Trade and other payables                17          649,015              658,822 
  Lease liability                                            -               62,929 
                                               ---------------       -------------- 
  Total liabilities                                    649,015              721,751 
 
  Total equity and liabilities                       1,471,353            2,871,843 
                                               ===============       ============== 
 
 
 

These financial statements were approved by the Board of Directors for issue on 22 April 2021 and signed on behalf by:

John McLean OBE

Non-Executive Chairman

22 April 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020

 
                                                                                    Foreign exchange 
                         Share        Share       Other Reserve       Retained          reserves          Total 
                        capital      premium                          earnings                            equity 
                         GBP          GBP             GBP               GBP               GBP             GBP 
------------------  -----------  -----------  -----------------  ---------------  ------------------  ---------- 
 
  Balance at 01 
   January 
   2020                 215,600    3,454,364           -             (1,406,444)      (113,428) 2,150,092 
 
  Loss for the                -        -                  -          (1,537,335)         *    (1,537,335) 
  year 
                                                                                                               - 
------------------  -----------  -----------  -----------------  ---------------  ------------------------------ 
  Total 
   comprehensive 
   income               215,600    3,454,364                         (2,943,779)       (113,428) 612,757 
------------------  -----------  -----------  -----------------  ---------------  ------------------------------ 
 
  Other 
   comprehensive 
   loss for the 
   year                       -            -               -                   -             209,581     209,581 
                    -----------  -----------  -----------------  ---------------  ------------------  ---------- 
  Balance at 31 
   December 
   2020                 215,600    3,454,364              -          (2,943,779)                  96,153 822,338 
                    -----------  -----------  -----------------  ---------------  ------------------------------ 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2019

 
                                                                                      Foreign 
                        Share        Share        Other Reserve      Retained        exchange            Total 
                       capital      premium                          earnings        reserves           equity 
                        GBP          GBP              GBP              GBP              GBP              GBP 
-----------------  -----------  ------------  -----------------  -------------  -----------------  ------------- 
 
  Balance at 01 
   January 
   2019                  8,000             -          3,773,141      (189,698)                       - 3,591,443 
 
    Shares issued      207,600             -          (207,600)              -      -                          - 
 
  Transferred 
   from 
   other reserves 
   to 
   share premium             -    3,565,541         (3,565,541)              -                  -              - 
 
  Transactions 
   costs 
   deducted from 
   equity                    -    (111,177)                   -              -                 -       (111,177) 
  Loss for the               -             -                  -    (1,216,746)                 *    (1,216,746) 
  year 
                                                                                                               - 
-----------------  -----------  ------------  -----------------  -------------  -------------------------------- 
  Total 
   comprehensive                                                                 *    2,263,520 
   income              215,600    3,454,364                   -    (1,406,444) 
-----------------  -----------  ------------  -----------------  -------------  -------------------------------- 
 
  Other 
   comprehensive 
   loss for the 
   year                      -             -                  -              -         ( 113,428)     ( 113,428) 
                   -----------  ------------  -----------------  -------------  -----------------  ------------- 
  Balance at 31 
   December 
   2019                215,600    3,454,364                   -    (1,406,444)               (113,428) 2,150,092 
                   -----------  ------------  -----------------  -------------  -------------------------------- 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2020

 
                                               Year Ended                  Year Ended 
                                               31 December                 31 December 
                                                  2020                        2019 
                                                  GBP                         GBP 
------------------------------------------  --------------  ----  ----  -------------- 
 
  Cash flows from operating activities 
  Loss for the year                            (1,537,335)                 (1,216,746) 
   Depreciation                                          -                      88,531 
  Finance cost                                           -                       2,372 
   (Increase) in receivables                       (2,081)                           - 
  (Decrease) /increase in payables                 (2,539)                     281,377 
                                            --------------              -------------- 
  Net cash used in operating activities 
 
   Cash flows from financing activities        (1,541,955)                   (844,466) 
                                            --------------              -------------- 
  Expenses paid on share issue                           -                   (174,837) 
   Principal paid on lease liabilities                   -                    (98,171) 
   Interest paid on lease liabilities                    -                     (2,372) 
                                            --------------              -------------- 
  Net cash (used)/generated from 
   financing activities                                  -                   (275,380) 
                                            --------------              -------------- 
 
  Net (decrease)/increase in cash              (1,541,955)                 (1,119,846) 
   and cash equivalents 
   Cash and cash equivalents at beginning 
   of the financial period                       2,787,046                   4,020,320 
  Exchange losses on cash and cash 
   equivalents                                     209,581                   (113,428) 
                                            --------------              -------------- 
  Cash and cash equivalents at end 
   of financial period                           1,454,672                   2,787,046 
                                            ==============              ============== 
 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2020

   1.            GENERAL INFORMATION 

Starcrest Education The Belt & Road Limited ("the Company") was incorporated and registered in the Cayman Islands as a private company limited by shares on 23 May 2018 under the Companies Law (as revised) of The Cayman Islands, with the name Starcrest Education The Belt & Road Limited, and registered number 337619.

The Company's registered office is located at Cricket Square, Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

   2.            PRINCIPAL ACTIVITIES 

The principal activity of the Group is to seek education related acquisition opportunities in Europe.

   3.            RECENT ACCOUNTING PRONOUNCEMENTS 
   (a)      New interpretations and revised standards effective for the year ended 31 December 2020 

The International Accounting Standards Board (Board) has issued an amendment to IFRS 16 Leases to make it easier for lessees to account for COVID-19-related rent concessions such as rent holidays and temporary rent reductions.

The Group's lease had a term of 6 months and therefore the Group have elected not to recognise an asset or liability as per the short-term lease exemption of IFRS 16. The lease payments have been recognised in profit or loss on a straight-line basis over the lease term.

   (b)      Standards and interpretations in issue but not yet effective 

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 1 January 2020. The Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.

   4.            BASIS OF PREPARATION 

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies to the European Union ("IFRS") and prepared under the historic cost convention.

The consolidated financial statements include the audited financial statements for the Company for the year ended 31 December 2020 and its subsidiary companies (See Note 15 ).

The Group's functional currency is USD. The Company listed its shares on the Main market of the London Stock Exchange on 31 January 2019. The directors have decided to present the financial information in Pounds Sterling (GBP), which is the Company's presentation currency, as the Company is listed in the UK.

These financial statements have been prepared on a going concern basis. The Directors consider that, having reviewed current cash flow forecasts, including specific consideration of the potential risks associated with COVID-19, they have a reasonable expectation the Group has reasonable resources to continue its operations for the foreseeable future.

   5.            SIGNIFICANT ACCOUNTING POLICIES 
   5.1         Foreign currency translation 

Transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

Results at 31 December 2020 are translated into the presentation currency. Assets and liabilities are translated at the closing rate while income and expenses are translated at exchange rates at the dates of the transactions. Differences arising are recognised in Other Comprehensive Income in the period in which they arise.

   5.2         Financial instruments 

A financial asset or a financial liability is recognised only when the Group becomes a party to the contractual provisions of the instrument.

Financial instruments are initially recognised at the transaction price as this represents fair value, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest.

Financial assets

Financial assets are initially recognised at fair value, less transaction costs. Subsequent to initial recognition, they are recorded at amortised cost.

Financial liabilities

Financial liabilities are initially recognised at fair value less transaction costs. Subsequent to initial recognition, they are recorded at amortised cost.

   5.3         Share Capital 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares or options in relation to ordinary shares are shown in equity as a deduction, net of taxation, from the proceeds.

   5.4         Cash and cash equivalents 

Cash and cash equivalents include cash in hand, deposits held on call with banks and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

   5.5         Earnings per share 

Basic earnings per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares during the period plus the dilutive effect of dilutive potential ordinary shares outstanding during the year.

   5.6        Leases 

Where the Group enters into leases that are longer than 12 months, the Group recognises right-of-use assets measured at an amount equal to the lease liability. The lease liability is measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at date of lease commencement. Lease modifications are accounted for at the effective date of the lease modification.

   6.            ACCOUNTING ESTIMATES AND JUDGEMENTS 

Preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. 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 judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

There are no significant accounting estimates or judgements that affect reported amounts of assets, liabilities, income and expenses in this period.

   7.            FINANCIAL RISK MANAGEMENT 

The Group has exposure to liquidity risk, foreign currency risk and capital risks from its use of financial instruments. Credit, interest rate and market risks are not considered to be material to the Group. The Group is not subject to any external imposed capital requirements.

The Group's financial instruments consist mainly of cash and accounts payable.

a) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group's financial liabilities comprise amounts due to the parent company and accruals. The Group's financial assets comprise cash and cash equivalents.

The Group has sufficient cash to meet their liabilities as they fall due.

b) Foreign currency risk

During the period, the board decided to convert 80% of the U.S. Dollars in Singapore's OCBC Bank to British pounds and transfer them to HSBC bank account in the UK. Financial risks of variations in foreign currency exchange rates have been significantly reduced as a result.

The impact of exchange rate fluctuations that are recognised through other comprehensive income are those that arise on translation from functional to presentation currency. The carrying amounts of the balances and transactions denominated in a currency other than the Group's presentation currency are as follows:

 
            2020                                              United States Dollar              RMB 
            Cash at bank                                                   256,446                - 
            Amounts due to the parent company                                    -        (167,781) 
                                                  --------------------------------  --------------- 
            Total                                                          256,446        (167,781) 
                                                  ================================  =============== 
 
 
            2019                                              United States Dollar              RMB 
            Cash at bank                                                 2,787,046                - 
            Amounts due to the parent company                                    -        (162,115) 
                                                  --------------------------------  --------------- 
            Total                                                        2,787,046        (162,115) 
                                                  ================================  =============== 
 

A ten percent strengthening of GBP (GBP) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:

 
                                                                       2020 
                                                 Other comprehensive income                 Equity 
            United States Dollar                                   (17,081)               (17,081) 
            RMB                                                      15,253                 15,253 
 
                                                                       2019 
                                                 Other comprehensive income                 Equity 
            United States Dollar                                  (253,368)              (253,368) 
            RMB                                                      14,738                 14,738 
 

A ten percent weakening of GBP (GBP) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:

 
                                                              2020 
                                               Other comprehensive income                  Equity 
            United States Dollar                                   20,876                  20,876 
            RMB                                                  (18,642)                (18,642) 
 
                                                                         2019 
                                               Other comprehensive income                Equity 
            United States Dollar                                  309,672               309,672 
            RMB                                                  (18,013)              (18,013) 
 
 

The impact of the exchange rate fluctuations that are recognised through profit or loss are those that arise on translation to functional currency. The carrying amounts of the balances and transactions denominated in a currency other than the entity's functional currency (United States Dollar) are as follows:

 
            2020                                                                    GBP                    RMB 
                                                                               (56,881)              (229,005) 
            Amounts due to the parent company 
             Creditors                                                         (63,143)                      - 
            Accruals                                                          (528,873)                      - 
             Other creditors                                                    (7,940)                      - 
            Trade and other receivables                                          21,515                      - 
            Total                                                             (635,321)              (229,005) 
                                                                        ===============        =============== 
 
 
            2019                                              GBP              RMB 
            Amounts due to the parent company            (55,208)        (214,380) 
            Lease liabilities                            (83,365)                - 
            Accruals                                    (602,805)                - 
            Trade and other receivables                    19,341                - 
            Total                                       (722,036)        (214,380) 
                                                  ===============  =============== 
 

A ten percent strengthening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:

 
                                          2020 
                                Profit or loss                Equity 
            GBP                         51,749                51,749 
            RMB                         20,819                20,819 
 
                                          2019 
                                Profit or loss                Equity 
            GBP                         65,640                65,640 
            RMB                         19,489                19,489 
 
 

A ten percent weakening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:

 
                                          2020 
                                Profit or loss                Equity 
            GBP                       (42,316)              (42,316) 
            RMB                       (25,445)              (25,445) 
 
                                          2019 
                                Profit or loss                Equity 
            GBP                       (80,226)              (80,226) 
            RMB                       (23,820)              (23,820) 
 
 

c) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit allowances are made for estimated losses that have been incurred by the reporting date.

   8.            CAPITAL MANAGEMENT 

The Group actively manages the capital available to fund the Group, comprising equity and reserves. The Group's objectives when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders.

   9.            SEGMENT REPORTING 

IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess perfo rm ance and determine the allocation of resources. The Board of Directors are of the opinion that under IFRS 8 the Group has only one operating segment. The Board of Directors assess the perfo rm ance of the operating segment using financial information which is measured and presented in a m ann er consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Group's business over the next reporting period.

   10.          OPERATING LOSS 
 
    The operating loss is stated after charging/(crediting): 
                                           Year ended      Year ended 
                                          31 December      31 December 
                                                 2020         2019 
                                                  GBP         GBP 
    Foreign exchange (gains)                    -                  - 
                                             ----------  -------------- 
 
 

Administrative expenses incurred in the year principally include amounts incurred in connection with the Proposed Transaction, being legal and professional fees, together with directors and staff costs as shown in note 11.

   11.          STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS 
 
                  Year ended                     Year ended 
                  31 December                    31 December 
                     2020                           2019 
                                        GBP               GBP 
  Key management emoluments 
  Remuneration                      178,333           142,083 
                                 ----------  ---------------- 
 
                                        GBP               GBP 
  Executive Directors 
  Xingchen Zhu                       10,000            27,500 
   Xiaojun Zhang                     65,833            27,500 
   Peng Luo                           7,500                 - 
 
  Non-executive Directors 
  John McLean OBE                    35,000            32,083 
  Norman Cumming                     30,000            27,500 
  Nicholas Petford DSc               30,000            27,500 
                                    178,333           142,083 
  Employees 
   Staff cost                       131,917                 - 
 
   National Insurance 
   Employers N.I. (Directors)         5,921                 - 
   Employers N.I. (Employees)         9,026                 - 
                                     14,947                 - 
   Pension 
   Staff pensions (Directors)         1,375                 - 
   Staff pensions (Employees)         4,121                 - 
                                      5,496                 - 
 
 
   12.          AUDITORS' REMUNERATION 
 
   The following remuneration was received by the Company's 
    auditors: 
                                                    Year ended     Year ended 
                                                   31 December     31 December 
                                                          2020        2019 
                                                           GBP            GBP 
   Remuneration for the 
    audit of the Company's 
    financial statements                                29,625          25,000 
   Corporate finance services                           90,000         175,000 
 
 
   13.          TAXATION 

The Company is incorporated in the Cayman Islands, and its activities are subject to taxation at a rate of 0%.

   14.          EARNINGS PER SHARE 

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period.

There is no difference between the basic and diluted loss per share.

 
                                          Year ended      Year ended 
                                         31 December     31 December 
                                                2020            2019 
 
  Loss attributable to ordinary 
   shareholders (GBP)                    (1,537,335)     (1,216,746) 
 
  Weighted average number of shares       21,560,000      19,796,822 
 
 
  Loss per share (expressed as 
   pence per share)                           (7.13)          (6.15) 
 
 
 
 

The loss per share for the period has been calculated using the weighted average number of shares in issue during the year.

   15.          SUBSIDIARIES 

All subsidiaries which have been included in these consolidated financial statements, are as follows:

 
                               Country of incorporation     Proportion of          Proportion of 
                                     and principal           ownership interest     ownership interest 
                                   place of business         at 31 December         at 31 December 
                    Name                                     2020                   2020 
  Starcrest Education 
   Plc                               United Kingdom                100%                    100% 
  Starcrest Education 
   Management (UK) Limited                United Kingdom             100%                  100% 
 
   16.          CASH AND CASH EQUIVALENTS 
 
                               Year ended              Year ended 
                               31 December             31 December 
                                   2020                   2019 
                                         GBP               GBP 
  Cash at bank                  1,454,672              2,787,046 
                       -------------------------  ------------------ 
 
  Cash at bank earns interest at floating rates based on daily 
   bank deposit rates. 
 
   17.          TRADE AND OTHER PAYABLES 
 
                                                           Year ended         Year ended 
                                                            31 December        31 December 
                                                            2020               2019 
                                                            GBP                         GBP 
 
   Amounts due to the parent 
    company                                             209,455                 203,788 
    Accruals                                             387,481                 455,034 
    Trade payables                                       46,262                     - 
    Other creditors                                       5,817                     - 
                                             --------------------------  ------------------ 
                                                        649,015                 658,822 
                                             --------------------------  ------------------ 
 

All payables are financial liabilities measured at amortised cost.

Amounts due to the parent company are unsecured, interest free and repayable on demand.

   18.          SHARE CAPITAL 
 
                                      Number of shares     Nominal 
                                                             value 
                                                              GBP 
  Authorised 
  Ordinary shares of GBP0.01 each        1,000,000,000    10,000,000 
 
  Issued and fully paid 
  Issue of ordinary shares of 
   GBP0.01 each                             21,560,000       215,600 
                                    ------------------  ------------ 
 
   19.          SHARE PREMIUM 

The transaction costs of GBP111,177 incurred in the year ended 31 December 2019 and GBP291,222 incurred in the year ended 31 December 2018 have been deducted from equity.

The opening and closing balance of Share premium of GBP3,454,364 has been recognised.

   20.          RESERVES 

The following describes the nature and purpose of each reserve within equity:

 
  Reserve                     Description and purpose 
 
  Share premium               Amount subscribed for share capital 
                               in excess of nominal value. 
  Other reserve               Consideration received for shares 
                               which are not yet issued. 
  Retained earnings           All other net gains and losses 
                               and transactions not recognised 
                               elsewhere. 
  Foreign exchange reserve    Gains/losses arising on retranslation 
                               of net assets from functional 
                               to presentation currency. 
 
   21.          RELATED PARTY TRANSACTIONS 

As at 31 December 2020, an amount of GBP209,455 (31 December 2019: GBP203,788) was owed to Starcrest Education Management Company Ltd. This amount mainly arose from business expenses paid on behalf of the Company by the parent company.

The remuneration of the Directors, the key management personnel of the Company, is set out in note 11.

   22.          ULTIMATE CONTROLLING PARTY 

The immediate parent company is Starcrest Education Management Company Ltd. The ultimate parent company is Shenzhen Xing Chen Investment Holdings Limited. The ultimate controlling party is Mr Peng Luo, who is also a director of the Company.

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END

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