TRS Annual Report 31 March 2018

TRS INVESTMENTS LTD



2018 Annual Report
Contents Page
2 Chairman’s Message
3 Directors’ Report
6 Auditor’s Report
10 Financial Statements
- Statement of Financial Position
- Statement of Change in Equity
- Statement of Comprehensive Income
- Statement of Cashflows
- Notes to Financial Statements
26 Corporate Governance Statement
29 Additional Information
31 Directory










2018 Annual Report

This 2018 Annual Report is a concise summary of our activities and financial position.

All figures are expressed in New Zealand currency unless otherwise stated.

Revenues and expenses are recognised exclusive of Goods and Services Tax.

GLOSSARY

Auditor Auditor of TRS being BDO Wellington Audit Limited
Board Board of Directors of TRS
Company TRS Investments Ltd
Group TRS Investments Ltd and its controlled entities
HuaHan HuaHan International Holdings (Hong Kong) Co. Ltd
HuaHan Transactions A series of shareholder approved transactions completed on 21 July 2017
Lida LIDA Agricultural International Holdings Limited
Lida China Shenyang Lida Agricultural Science and Technology Group Limited
Ordinary Shares Ordinary shares in TRS
TRS TRS Investments Ltd
Year Financial year

TRS Investments Ltd 2018 Annual Report

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Message from the Chairman

Dear Fellow Shareholder

On behalf of the Board of Directors, I present the Annual Report of TRS Investments Ltd (“TRS’’) for the financial
year ended 31 March 2018.

On 12 June 2018 the Company signed a share subscription agreement with LIDA Agricultural International
Holdings Limited (“LIDA”); a company associated with Shenyang LIDA Agricultural Science and Technology
Group Limited of China (“LIDA China”).

The agreement will provide for the issue of 75% new shares in TRS to LIDA in exchange for the acquisition of a
company in Hong Kong which will become a wholly-owned subsidiary of TRS. The subsidiary will provide
consulting services to LIDA China for NZ$1 million per year. In turn, TRS will provide management services to the
Hong Kong subsidiary for a management fee of NZ$400,000 per year.

The arrangement is the first step in a longer-term strategy to co-operate with LIDA China to grow TRS into a
company with several business interests in New Zealand including agriculture, tourism and property development.
Until this longer-term growth strategy is realised, the agreement with LIDA will provide TRS with much needed
cash-flow to pay overheads in the normal course of business.

The agreement remains conditional on obtaining shareholder approval, any other legal or regulatory approvals
and due diligence.

LIDA China is headquartered and operates in Shenyang in China and is focused on the fast growing plant-based
consumable, health and cosmetic market.





Keith Jackson
Chairman

TRS Investments Ltd 2018 Annual Report

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Directors’ Report

Your Directors present their report on TRS Investments Ltd (“TRS”) together with the financial statements of the Group, being the
Company and its controlled entities, for the year ended 31 March 2018.

Directors
The Company’s Directors in office during the financial year were as follows:

Keith Jackson B Com (Otago)
Chairman and Non-executive Director

Director since August 2001. Chairman since December 2001.
Keith is experienced in business development, marketing and executive management. He was formerly the CEO of Tegel Foods Ltd
from 1980 to 1996. He was the founding Chairman of the Poultry Industry Association of New Zealand and Deputy Chairman/CEO of
Ernest Adams Ltd. Keith has extensive business interests including Cooks Global Foods Ltd and Tasman Capital Ltd and a Director
of Dairy Farm Investments Ltd.

Joseph van Wijk BBus, MBA, CA
Managing Director

Director since February 2005.
Joseph has a Bachelor of Business from New Zealand and a Master of Business Administration from the United Kingdom. He is a
New Zealand qualified Chartered Accountant and has a diverse range of international experience in investment, accounting, taxation
and financial roles including mergers and acquisitions in the UK and the USA. He is also a director of Tasman Capital Limited,
Southern Charter Financial Group Limited and Senior Trust Management Limited.

John Cilliers
Independent Non-executive Director

Director since May 2016.
John has been actively involved in NZAX listings and compliance, business acquisitions, commercialisation and the implementation of
systems to support organisational growth. John is a director and CFO of NZAX listed Southern Charter Financial Group Limited. He
was formerly the CFO of Pulse Energy Limited. John has a Bachelor of Commerce from South Africa and is a member of Chartered
Accountants Australia and New Zealand.


Principal Activities
The principal activity of the Group during the financial year was investment.

Financial Results
The total comprehensive loss for the year was $61,000 (2017: loss $353,000).

Total operating revenue from ordinary activities was $3,000 (2017: $183,000).

Shareholders equity at 31 March 2018 totalled ($401,000) (2017: ($340,000)).

The Directors are responsible for ensuring the financial statements give a true and fair view of the financial position of the
company and the Group as at 31 March 2018 and their Comprehensive Income and cash flows for the year.

The Directors present the financial statements set out on pages 10 to 25 of TRS and the Group for the year ended 31
March 2018.

Dividends
No dividends have been paid or declared in the financial year and TRS does not propose to pay a dividend for this reporting period.

Directors’ and Officers’ Indemnity
As permitted by the Company’s constitution and section 162 of the Companies Act 1993, TRS has given indemnities to its Directors.


Directors’ Interests
Shareholdings of Directors who held office during the year were as follows as at 31 March 2018:

Director Shares - Direct Shares - Indirect
G.K. Jackson Nil 35,940,726
J Cilliers Nil Nil
J van Wijk Nil 194,722,744

TRS Investments Ltd 2018 Annual Report

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Use of TRS Information by Directors
Pursuant to section 145 of the Companies Act 1993, there were no recorded notices from Directors requesting to use TRS information
received in their capacity as Directors that would not otherwise have been available to them.

Directors’ Interest in Transactions
Directors have declared no interests in transactions with the Group during the year, other than the general disclosures made.

Directors’ General Interests
During the year, the Directors had the following interests:

Director Entity Status
G.K Jackson
Cooks Global Foods Ltd
Dairy Farm Investments Ltd
Tasman Capital Ltd
Jackson & Associates Limited
Dairy Farm Investments (Ruawhata) Limited
Arana Holdings Limited
Director and shareholder
Director and indirect shareholder
Director and shareholder
Director and shareholder
Director and indirect shareholder
Director
J van Wijk
Trinity Portfolio Ltd
Tasman Capital Ltd
Tasman Capital Nominees Ltd
Tasman Capital Associates Ltd
Pacific Financial Derivatives Ltd
Senior Trust Management Ltd
Southern Charter Financial Group Ltd
Director and shareholder
Director and indirect shareholder
Director
Director
Director
Director
Director and indirect shareholder
J Cilliers
Incrementum Ltd
Southern Charter Financial Group Ltd
Director and shareholder
Director and shareholder


Remuneration
For Financial Year 2017/18 only

Name Salary/Fees Benefits Incentives Total
$000 $000 $000 $000
Non-executive Directors:
K Jackson 20,000 0 0 20,000
J Cilliers (commenced 2 May 2016) 20,000 0 0 20,000

Executive Directors:
J van Wijk 20,000 0 0 20,000

All directors have agreed to settle director’s fees/salaries for a total of $20,000 each as at balance date. As at balance date, fees/salaries accrued but
not paid are K Jackson $20,000, J Cilliers $20,000 and J van Wijk $20,000. These unpaid amounts are unsecured, interest free and repayable on
demand.

Group Parent
2018 2017 2018 2017
The number of employees whose income
was within the following band:
$140,000 - $149,999 0 1 0 1


Donations
During the year TRS did not make any donations.


Business Strategies and Prospects
Information on the Group’s business strategies and its prospects for the future financial years are included in the Chairman’s
Message.


Environmental Issues

TRS Investments Ltd 2018 Annual Report

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The Company takes a responsible approach in relation to the management of environmental matters. All significant environmental
risks have been reviewed and the Group has no legal obligation to take corrective action in respect of any environmental matter. The
economic entity’s operations are not subject to significant environmental regulation under New Zealand law.



Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the
Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.


Auditors
In accordance with section 200 of the Companies Act 1993, the auditors, BDO Wellington Audit Limited, continue in office. During the
year audit fees for the group totalled $16,350 payable to BDO Wellington Audit Limited, the parent company auditor.

No person who was an Officer of the Company during the financial year was a director or partner of the Group’s external auditor at a
time when the Group’s external auditors conducted an audit of the Group.

This report is made in accordance with a resolution of the Directors and is signed for and on behalf of the Directors.

Dated this 28
th
day of June 2018









CHAIRMAN DIRECTOR
Keith Jackson Joseph van Wijk

BDO Wellington Audit Limited

TRS Investments Ltd 2018 Annual Report

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INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF TRS INVESTMENTS LIMITED




Opinion

We have audited the financial statements of TRS Investments Limited (“TRS”), which
comprise the statement of financial position as at 31 March 2018, and the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects,
the financial position of TRS as at 31 March 2018, and its financial performance and its cash
flows for the year then ended in accordance with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”).



Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (“ISAs (NZ)”). 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 TRS in accordance with Professional and Ethical Standard 1 (Revised) Code
of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance
Standards Board, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Other than in our capacity as auditor, we have no relationship with, or interests in TRS.



Material Uncertainty Related to Going Concern

We draw attention to Note 20 to the financial statements, which indicates that TRS incurred a
net loss of $61,000 (2017: net loss of $353,000) and generated negative operating cash flows
of $126,000 (2017: $216,000 negative) during the year ended 31 March 2018 and, as of that
date, TRS’s current liabilities exceeded its current assets by $401,000 (2017: current
liabilities exceeded current assets by $340,000). As stated in Note 20, these events or
conditions, along with other matters as set forth in Note 20, indicate that a material
uncertainty exists that may cast significant doubt on TRS’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.

BDO Wellington Audit Limited

TRS Investments Ltd 2018 Annual Report

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Key Audit Matters

Except for the matter described in the Material Uncertainty Related to Going Concern
section, we have determined that there are no other key audit matters to communicate in
our report.



Other Information

The directors are responsible for the other information. The other information comprises the
Message from the Chairman, Corporate Governance Statement, Directors’ Statement of
Responsibilities and Additional Shareholder Information

Our opinion on the financial statements does not cover the other information and we do not
express any form of audit opinion or 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.



Directors’ Responsibilities for the Financial Statements

The directors are responsible on behalf of TRS for the preparation and fair presentation of the
financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible on behalf of TRS for
assessing TRS’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate TRS or to cease operations, or have no realistic alternative but to
do so.



Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) 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 decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:

BDO Wellington Audit Limited

TRS Investments Ltd 2018 Annual Report

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 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 TRS’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
 Conclude on the appropriateness of the use of the going concern basis of accounting by the
directors and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on TRS’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 TRS 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 fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within TRS to express an opinion on the financial statements.
We are responsible for the direction, supervision and performance of TRS audit. We remain
solely responsible for our audit opinion.

We communicate with the 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.

We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

BDO Wellington Audit Limited

TRS Investments Ltd 2018 Annual Report

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Who we Report to

This report is made solely to the TRS shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than TRS and the TRS shareholders, as a
body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Henry
McClintock.





BDO Wellington Audit Limited
Wellington
New Zealand
28 June 2018

TRS Investments Ltd 2018 Annual Report

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TRS INVESTMENTS LTD
STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2018


Group Parent
Note 2018 2017 2018 2017
$000 $000 $000 $000

Equity
Share capital 2 15,806 15,806 15,806 15,806
Accumulated losses (16,207) (16,146) (16,207) (16,146)
Total equity (401) (340) (401) (340)

Liabilities
Current Liabilities
Trade creditors 4 10 81 10 81
Sundry payables and accruals 4 76 70 76 70
Related party advances (unsecured) 4 360 272 360 272
Loan advance (unsecured) 4 80 0 80 0
Total current liabilities 526 423 526 423
Total liabilities 526 423 526 423
Total equity and liabilities 125 83 125 83

Assets
Current assets

Cash and cash equivalents 8 42 1 42 1
Prepayments 5 6 6 6 6
Trade receivables 5 2 1 2 1
Investments 7 75 75 75 75
Tax assets 16 0 0 0 0
Total current assets 125 83 125 83


Total assets 125 83 125 83








On Behalf of the Board:
Date: 28 June 2018






CHAIRMAN DIRECTOR
Keith Jackson Joseph van Wijk




The accompanying notes form part of and should be read together with these financial statements

TRS Investments Ltd 2018 Annual Report

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TRS INVESTMENTS LTD
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2018



GROUP Note Share Capital

$000
Accumulated
Losses
$000
Total Equity

$000
Balance at 31 March 2016 2 15,716 (15,793) (77)
Profit (loss) for the year 0 (353) (353)
Other comprehensive income for the year 0 0 0
Total comprehensive income for the year 0 (353) (353)
Issue of Ordinary Shares 90 0 90
Balance at 31 March 2017 2 15,806 (16,146) (340)

GROUP Note Share Capital

$000
Accumulated
Losses
$000
Total Equity

$000
Balance at 31 March 2017 2 15,806 (16,146) (340)
Profit (loss) for the year 0 (61) (61)
Other comprehensive income for the year 0 0 0
Total comprehensive income for the year 0 (61) (61)
Issue of Ordinary Shares 0 0 0
Balance at 31 March 2018 2 15,806 (16,207) (401)

PARENT Note Share Capital

$000
Accumulated
Losses
$000
Total Equity

$000
Balance at 31 March 2016 2 15,716 (15,793) (77)
Profit (loss) for the year 0 (353) (353)
Other comprehensive income for the year 0 0 0
Total comprehensive income for the year 0 (353) (353)
Issue of Ordinary Shares 90 0 90
Balance at 31 March 2017 2 15,806 (16,146) (340)

PARENT Note Share Capital

$000
Accumulated
Losses
$000
Total Equity

$000
Balance at 31 March 2017 2 15,806 (16,146) (340)
Profit (loss) for the year 0 (61) (61)
Other comprehensive income for the year 0 0 0
Total comprehensive income for the year 0 (61) (61)
Issue of Ordinary Shares 0 0 0
Balance at 31 March 2018 2 15,806 (16,207) (401)
















The accompanying notes form part of and should be read together with these financial statements

TRS Investments Ltd 2018 Annual Report

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TRS INVESTMENTS LTD
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2018

Group Parent

Note 2018 2017 2018 2017
$000 $000 $000 $000

Operating revenue

Interest revenue 3 3 3 3
Other revenue 11 0 180 0 180
Total operating revenue 3 183 3 183

Operating expenses 10 (64) (516) (64) (516)
Finance Costs 10 0 (20) 0 (20)
Operating profit (deficit) before tax

(61) (353)

(61) (353)

Tax expense 16 0 0 0 0


Net loss for the year attributable to (61) (353) (61) (353)
the shareholders of the Parent

Other comprehensive income

Net Change in Fair Value of available for
sale equity securities
0 0 0 0
Other comprehensive income for the
year, net of income tax
0 0 0 0

Total comprehensive income for the year (61) (353) (61) (353)
attributable to the shareholders of the Parent


Earnings per share - Basic 3 ($0.000050) ($0.000299) ($0.000050) ($0.000299)


Earnings per share - Diluted 3 ($0.000050) ($0.000299) ($0.000050) ($0.000299)






















The accompanying notes form part of and should be read together with these financial statements

TRS Investments Ltd 2018 Annual Report

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TRS INVESTMENTS LTD
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2018

Group Parent
Note 2018 2017 2018 2017
$000 $000 $000 $000

Cash flows from operating
Activities
Cash was provided from:
Interest received 3 3 3 3
Other income 0 86 0 86
Cash was disbursed to:
Payments to suppliers and employees (129) (305) (129) (305)
Income tax paid 0 0 0 0
Net cash flows from
operating activities
12
(126) (216) (126) (216)

Cash flows from investing
Activities
Cash was provided from:
Proceeds from sale of available for sale financial
assets
0 0 0 0
Cash was disbursed to:
Purchase of available for sale financial assets 0 0 0 0
Net cash flows from investing
Activities 0 0 0 0

Cash flows from financing
Activities

Cash was provided from:
Advances received 180 273 180 273
Cash was disbursed to:
Advances repaid (13) (80) (13) (80)
Net cash flows from financing
Activities 167 193 167 193
Net increase/(decrease) in cash
held for the year 41 (23) 41 (23)
Opening Cash & Cash Equivalent balance 1 24 1 24
Closing Cash & Cash Equivalent balance 8
42

1 42 1

























The accompanying notes form part of and should be read together with these financial statements

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Reporting Entity
TRS Investments Ltd (the “Company”) is a company incorporated and domiciled in New Zealand, registered under the
Companies Act 1993 and listed on the New Zealand Stock Exchange. The Company is a FMC reporting entity under the
Financial Markets Conduct Act 2013.

The separate financial statements of TRS Investments Ltd as at and for the year ended 31 March 2018 are presented in the
“Parent” column and the “Group” column and comprises the Company and its controlled entities. In January 2013, the Parent’s
only subsidiary was disposed of, prior to this date it was dormant. As such the Group and Parent accounts presented are the
same.

For the purposes of complying with generally accepted accounting practice in New Zealand (“NZ GAAP”) the Company and
Group are for-profit entities.

The principal activity of the Group is investment holding. There were no investments held during the year as noted in note 9.

(a) Statement of compliance
The financial statements comply with NZ GAAP, New Zealand equivalents to International Financial Reporting
Standards (“NZ IFRS”), and the Financial Markets Conduct Act 2013 and International Financial Reporting
Standards.

The financial statements were authorised for release on 28 June 2018 by the Directors.

(b) Basis of preparation
The financial statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All
financial information presented in New Zealand dollars has been rounded to the nearest thousand unless otherwise
specified.

The financial statements have been prepared on a historical cost convention.

The preparation of financial statements in conformity with NZ IFRS requires management to make judgements,
estimates, and assumptions that affect the application of Group policies and reported amounts of assets and
liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.
There are no revisions to accounting estimates in the current year or prior year financial statements, as no estimates
were required to be made.

The accounting policies set out below have been applied consistently by Group entities, and to all years presented in
these separate financial statements.

The Directors have prepared these financial statements on the basis that the Group is a going concern as disclosed
in Note 20.

(c) Changes in Accounting Policies
The accounting policies adopted in the financial statements for the year ended 31 Mach 2018 are consistent with
those of the financial year ended 31 March 2017.

(d) Impairment of Non-Financial Assets
The carrying amounts of the Group’s assets other than income tax receivable are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount
is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its
recoverable amount. Impairment losses are recognised in the profit or loss.

 Calculation of recoverable amount
The recoverable amount of assets is the greater of their fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. For an asset that does not generate largely independent cash flows, the recoverable amount is
determined for the cash generating unit to which the asset belongs.

 Reversals of impairment
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount.

An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.

(e) Foreign Currencies
Transactions in foreign currencies, if any, are converted at the spot rate at the transaction date.

Foreign currency monetary assets and liabilities, if any, are revalued at the closing rate with gains and losses
recognised in profit and loss.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
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(f) Finance income and expenses
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using the
effective interest method.
Finance expenses comprise interest expense on borrowings. Interest expense is recognised using the effective
interest method.

(g) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Statement of
Comprehensive Income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial
recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to
the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at that tax rate that
is expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted
or substantially enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time that the liability
to pay the related dividend is recognised.

(h) Goods and services tax
All amounts are shown exclusive of Goods and Services Tax (“GST”), except for receivables and payables which are
stated inclusive of GST.

(i) Cash and Cash Equivalents
The following are definitions of the terms used in the Statement of Cash Flows:
(i) Cash and cash equivalents includes cash on hand and deposits held at call with banks.
(ii) Operating activities include all transactions and other events that are not investing or financing activities.
(iii) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment and of investments.
(iv) Financing activities include those activities that change the size and composition of capital and borrowings.

(j) Investments
Investments in subsidiaries are stated at cost less any impairment in the separate Parent’s Statement of Financial
Position. The directors review the carrying value of investments annually and any permanent diminution in value is
written off when deemed to have occurred. As noted in note 9, there are currently no investments in subsidiaries.
Investments in terms deposits are classified as loans and receivables. They are initially recognised at fair value plus
transaction costs and thereafter carried at amortised cost, less any impairment.

(k) Financial assets
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss,
loans and receivables, held to maturity investments and available for sale financial assets. The classification depends
on the purpose for which the investments were acquired. Management determines the classification of its
investments at initial recognition and re-evaluates this designation at every reporting date.

Financial assets at fair value through profit or loss
This category has two sub categories: financial assets held for trading, and those designated at fair value through
profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling
in the short term or if so designated by management. Derivatives are also categorised as held for trading unless they
are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or
are expected to be realised within 12 months of balance date.

The Group does not have any financial assets at fair value through profit or loss.

Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention
of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months
after balance date, which are classified as non-current assets.

The Group’s loans and receivables comprise trade receivables, cash and cash equivalents and investments in term
deposits.

Held to maturity investments
Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed
maturities that the Group’s management has the positive intention and ability to hold to maturity.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
16

The Group does not have any financial assets classified as held to maturity.

Available for sale financial assets
Available for sale financial assets are non-derivatives, principally equity securities, that are either designated in this
category or not classified in any of the other categories. They are included in non-current assets unless management
intends to dispose of the investment within 12 months of balance date.

The Group does not have any financial assets classified as available for sale.

Purchases and sales of investments are recognised on trade date – the date on which the Group commits to
purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are
initially recognised at fair value and transaction costs are expensed. Investments in equity instruments that do not
have a quoted market price in an active market and whose fair values cannot be reliably measured are recognised
and subsequently carried at cost.

Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at
fair value. Loans and receivables and held to maturity investments are carried at amortised cost using the effective
interest method. Realised and unrealised gains and losses arising from changes in the fair value of financial assets
at fair value through profit or loss are included in profit or loss in the period in which they arise. Unrealised gains and
losses arising from changes in the fair value of securities classified as available for sale are recognised in other
comprehensive income, except for foreign exchange movements on monetary assets, which are recognised in profit
or loss. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments
are included in profit or loss as gains and losses from investment securities.

The Group assesses at each balance date whether there is objective evidence that a financial asset or a group of
financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged
decline in the fair value of the security below its cost is considered in determining whether the securities are impaired.
If any such evidence exists for available for sale financial assets, the cumulative loss – measured as the difference
between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously
recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in
profit or loss on equity instruments are not reversed through profit or loss.

Investments are derecognised when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all the risks and rewards of ownership.

(l) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.

Collectability of trade receivables is reviewed on an ongoing basis. Individual debts which are known to be
uncollectible are written off. A provision for impairment of trade receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered objective
evidence of impairment.

The amount of the provision is the difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is
recognised in profit or loss.

If, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the
previously recognised impairment loss is reversed and the reversal is recognised in profit or loss.

Subsequent recoveries of amounts written off are recognised in profit or loss.

(m) Trade and other payables

These amounts represent unsecured liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. Trade and other payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. As trade and other payables as usually paid within
30 days, they are carried at face value.

(n) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is
recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after balance date.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
17

(o) Share Capital

Ordinary shares

Incremental cost directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

(p) Cost of raising capital
Issued and paid up Capital is recognised at the fair value of the consideration received by the company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction in the value
of the share proceeds received.

(q) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of
ordinary shares during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential
ordinary shares.

(r) Segment Reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenue
and incur expenses, whose operating results are regularly reviewed by the entity’s Chief Operating Decision Maker to
make decisions about resources to be allocated to the segment and access its performance, and for which for
discrete financial information is available.

(s) Director benefits - Equity settled transactions
The grant date fair value of shares granted to directors is recognised as a directors’ expense, with a corresponding
increase in equity, over the period in which the directors become unconditionally entitled to the shares. The amount
recognised as an expense is adjusted to reflect the actual number of shares issued.

(t) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable.
Revenue comprises consultancy fee revenue. Revenue from the provision of services are recognised when services
are rendered based on a percentage of completion basis.

(u) Employee entitlements
Employee entitlements represent the current obligation to employees in respect of outstanding salaries, leave
entitlements and other short-term benefits. Short-term employee benefits are measured at the undiscounted amount
expected to be paid in exchange for the employees’ services received.

(v) NZ IFRS Standards and Interpretations Issued but not year Adopted
At the date of authorisation of these financial statements, certain new standards and interpretations to existing
standards have been published but not yet effective, and have not been adopted early by the Group.

All pronouncements will be adopted in the first accounting period beginning on or after the effective date of the new
standard. Information on new standards, amendments and interpretations that are expected to be relevant to the
company’s financial statements is provided below. Certain other new standards and interpretations issued but not yet
effective are disclosed below., These are not expected to have a material impact on the Group’s financial statements.

NZ IFRS 9 – Financial Instruments (effective from 1 January 2018)
The complete version of NZ IFRS 9 was issued in September 2014. It replaces the guidance in NZ IAS 39 that
relates to the classification and measurement of financial instruments. Group intends to adopt NZ IFRS 9 on its
effective date and does not expect it to have a material effect on the financial statements.

NZ IFRS 15 Revenue from contracts with customers
The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and related interpretations. The
standard is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted. The
Group intends to adopt NZ IFRS 15 on its effective date and does not expect it to have a material effect on the
financial statements.

There are no other NZ IFRSs or NZ IFRIC interpretations that are not yet effective that would be expected to have a
material impact on the Group.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
18


Group Parent
2018 2017 2018 2017
$000 $000 $000 $000
2. SHARE CAPTIAL
Issued, authorised and paid up capital
Ordinary Shares

Balance at beginning of year 15,806 15,716 15,806 15,716
Shares issued during the year 0 90 0 90
Balance at end of year
15,806 15,806 15,806 15,806


At 31 March 2018, there were 1,212,710,484 fully paid shares on issue (2017: 1,212,710,484). Refer to note 13 for details
of shares that may have been issued during the year. All ordinary shares rank equally with one vote attached to each fully
paid ordinary share. Ordinary shares have no par value. All shares rank equally with regard to the Company’s residual
assets.



3. Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 31 March 2018 was based on the profit or loss for the year of ($61,000) loss
(2017: $353,000 loss) and a weighted average number of ordinary shares outstanding of 1,212,710,484
(2017:1,180,683,386), calculated as follows:

Profit attributable to ordinary
shareholders

Group

Group

Total Total
2018 2017
$000 $000



Total Comprehensive
income/(expense) for the year
(61) (353)


Weighted Average number of ordinary
shares



2018 2017

Issued ordinary shares at 1 April 1,212,710,484 1,107,396,153

Share issue (21 July 2016) (see note 13) 0 105,314,331
Total number of shares 1,212,710,484 1,212,710,484
Weighted average number of ordinary
shares at 31 March
1,212,710,484 1,180,683,386

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
19



Group Parent
2018 2017 2018 2017
$000 $000 $000 $000

4. TRADE AND OTHER PAYABLES
Trade creditors 10 81 10 81
Sundry payables and accruals 76 70 76 70

Related party advances (unsecured) 360 272 360 272

Loan advance (unsecured) 80 0 80 0
Total trade and other payables 526 423 526 423

Trade creditors, sundry payables and accruals include an accrual of total remuneration for directors of $60,000 (2017:
$56,666).

As at 31 March 2018 total instalments of $80,000 (2017: nil) were received from Shenyang Lida Agricultural Science and
Technology Group Limited (“Lida China”) to pay for the proposed transaction with Lida (see notes 20 and 21) and some other
third-party payables. These instalment funds are to be treated as income if the transaction is completed. These instalment
funds are to be refunded in full to Lida if shareholder approval is not ultimately received to proceed with the transaction or
converted to shares if Lida withdraws from the transaction.

As at 31 March 2018 the related party advances were made up of $359,960 (2017: $259,960) from HuaHan International
Holdings (Hong Kong) Co. Ltd (“HuaHan”) (the ultimate controlling party of TRS) and nil (2017: $12,750) from Trinity Portfolio
Limited (a company associated with Joseph van Wijk, an executive director of the Company). For further details on these
related party advances refer to note 13.

A series of transactions (collectively referred to as the “HuaHan Transactions”) took place effective 21 July 2016 after
shareholder approval was obtained at a special meeting on 13 July 2016 as noted in note 13.


5. TRADE AND OTHER RECEIVABLES

Prepayments 6 6 6 6
Trade receivables 2 1 2 1
Total trade and other receivables 8 7

8 7

6. INTER-COMPANY RECEIVABLES

There are no inter-company receivables. Refer to note 13 for related party disclosures.


7. INVESTMENTS


Term deposit 75 75 75 75
Total Investments 75 75 75 75

The term deposit comprises a Payment Bond in favour of the New Zealand Stock Exchange. The term deposit is not highly
liquid and does not form part of the day-to-day cash management of the Group.

8. CASH AND CASH EQUIVALENTS



Cash and cash equivalents 42 1 42 1
Total Cash and Cash Equivalents 42 1 42 1

Cash and cash equivalents are cash deposits with a trading bank in New Zealand earning between 0% and 0.35% interest per
annum.


9. INVESTMENTS IN SUBSIDIARIES

There are currently no investments in subsidiaries. The Company’s only subsidiary, CCL 2007 Ltd was discontinued and struck
off on 22 January 2013. Therefore the Parent and Group financial statements are the same.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
20


10. OPERATING EXPENSES AND FINANCE
COSTS


Operating expenses include:
Group Parent
2018 2017 2018 2017
$000 $000 $000 $000

Annual report cost 3 3 3 3
Directors fees 3 119 3 119
NZX fees 25 25 25 25
Legal fees 6 146 6 146


Payments to Auditors – BDO Wellington Audit
Limited

Audit fees to parent company auditor for audit of
financial statements
16 24 16 24

Legal fees of $6,000 shown in the current year are made up of costs associated with the Lida transaction. Legal fees of
$146,000 shown in the previous year are made up of costs associated with the HuaHan Transactions.



Finance Costs
0 20 0 20

Finance costs in the previous year were as a result of the settlement of the amount owed to Tasman Capital Limited
which was settled during the 31 March 2017 financial year. Refer to note 13

11. OTHER REVENUE


Beconwood settlement 0 74 0 74
HuaHan contribution 0 106 0 106
Other 0 0 0 0
0 180 0 180

For further details of other revenue items refer to note 13.


12. RECONCILIATION OF OPERATING CASH FLOW FROM OPERATING ACTIVITIES
Group Parent
2018 2017 2018 2017
$000 $000 $000 $000

Operating (deficit) after taxation (61) (353) (61) (353)
Add non cash items:
Loan Advance Settlement - Beconwood 0 (74) 0 (74)
Directors’ fees paid in shares 0 90 0 90
Movements in working capital:
Decrease/(Increase) in accounts receivable 0 3 0 3
Increase/(Decrease) in accounts payable (65) 118 (65) 118

Net cash flows from operating activity (126) (216) (126) (216)



13. TRANSACTIONS WITH RELATED PARTIES

The parent company of the Group is TRS. The ultimate controlling party is HuaHan International Holdings (Hong Kong) Co. Ltd
(“HuaHan”).

A series of transactions (collectively referred to as the “HuaHan Transactions”) took place in the previous year effective 21 July
2016 after shareholder approval was obtained at a special meeting on 13 July 2016.

As part of the HuaHan Transactions approved by shareholders, a one-off directors’ fee payment of $90,000 (in aggregate) was
made in the previous year to Joseph van Wijk, Andrew Fiori-Dea, and Keith Jackson which was satisfied in full by an issue of a
total of 105,314,331 shares in the Company during the 2017 financial year. This was based on those directors not having
received any director’s fees since 31 April 2007 up until the completion of the HuaHan Transactions.

In addition, as part of the HuaHan Transactions approved by shareholders, TRS settled two related party term liabilities in the
previous year for a total of $80,000. Beconwood Securities Pty Ltd, who was owed $94,233 by TRS, accepted $20,000 in full
settlement for the debt and $74,233 was therefore recognised as other revenue in the previous year. Also, Tasman Capital Ltd
(“Tasman”) had advanced $40,000 to the Company in order for the Company to pay essential expenses to remain listed. Keith
Jackson and Joseph van Wijk are each directors of Tasman and have shareholding interests in Tasman. The advance was
made on the basis that it would, subject to the receipt of any necessary approvals, be capitalised into shares of the Company at
$0.0005 per share (80,000,000 shares). However, the Company subsequently began negotiations with HuaHan and it became

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
21
apparent that such a capitalisation would interfere with the desired outcome for HuaHan, and as a result Tasman received a full
settlement of $60,000 in the previous year as part of the HuaHan Transactions approved by shareholders.

In addition, as part of the HuaHan Transactions approved by shareholders, TRS entered into an agreement with HuaHan
whereby HuaHan would provide TRS with an unsecured Working Capital Facility of up to $1,000,000 to be drawn down as
needed by TRS (denominated in New Zealand dollars). Interest of 5% per annum was originally intended to be payable on
drawn funds. At the end of a two year period, if any funds remained drawn on the facility, HuaHan would have the option to
convert the balance to shares in TRS at 0.3 cents per share or to continue the facility on the same terms. As at 31 March 2018
the total drawdown on the Working Capital Facility was $360,000 (2017: $260,000). This balance is unsecured and is deemed
as a current liability because settlement is expected within 12 months of balance date.

After balance date, TRS signed a share subscription agreement with Lida (see note 21). As part of that agreement the
Company must settle the Working Capital Facility with HuaHan in full in exchange for shares in TRS. In the interim, HuahHan
has agreed that no interest will be paid in relation to the Working Capital Facility. If the Lida transaction does not proceed,
HuaHan would have the option to convert the balance to shares in TRS at 0.3 cents per share or to continue the facility on the
same terms. Therefore, no interest has been accrued in relation to the Working Capital Facility. However, a contingent liability
has been disclosed in note 14.

In the previous year, Trinity Portfolio Limited (a company associated with Joseph van Wijk) had advanced a total of $12,750 to
the Company to meet Company expenses. This advance was unsecured, interest free and repayable on demand. This
advance was repaid during the current financial year on 9 May 2017.

Loans to Directors of the company during the year were Nil (2017: Nil). Remuneration paid to key management personnel of
the Group is detailed below. During the 2018 financial year; Joseph van Wijk, paid TRS creditors on behalf of the company
totalling $36,668 (2017: nil). As at year end all amounts owing to him where reimbursed.

REMUNERATION
For Financial Year 2017/18

Name Salary/Fees Benefits Incentives Total
$ $ $ $

Non-executive Directors:
K Jackson 20,000 0 0 20,000
J Cilliers 20,000 0 0 20,000

Executive Directors:
J van Wijk 20,000 0 0 20,000

For Financial Year 2016/17

Name Salary/Fees Benefits Incentives Total
$ $ $ $

Non-executive Directors:
A Fiori-Dea (resigned 28 July 2016) 17,709 0 0 17,709
K Jackson 41,624 0 0 41,624
J Cilliers (commenced 2 May 2016) 18,333 0 0 18,333

Executive Directors:
J van Wijk 148,520 0 0 148,520
Hao Sun (commenced 29 July 2016 and 52,760 0 0 52,760
resigned 28 February 2017)

All directors have agreed to settle director’s fees/salaries for a total of $20,000 each as at balance date. As at balance date,
fees/salaries accrued but not paid are K Jackson $20,000, J Cilliers $20,000 and J van Wijk $20,000. These unpaid amounts
are unsecured, interest free and repayable on demand.

Group Parent
2018 2017 2018 2017
The number of employees whose income
was within the following band:
$140,000 - $149,999 0 1 0 1


14. CONTINGENT LIABILITIES AND COMMITMENTS

After balance date, TRS signed a share subscription agreement with Lida (see note 21). As part of that agreement the
Company must settle the Working Capital Facility with HuaHan in full in exchange for shares in TRS. In the interim, HuaHan
has agreed that no interest will be paid in relation to the Working Capital Facility. If the Lida transaction does not proceed,
HuaHan would have the option to convert the balance to shares in TRS at 0.3 cents per share or to continue the facility on the
same terms. Therefore, no interest has been accrued in relation to the Working Capital Facility. However, if it was not for this
agreement, total interest of $24,955 would be accrued to 31 March 2018 (2017: $7,435). The Directors are not aware of any
event that may require the interest to be paid. Apart from this, there are no contingent liabilities as at 31 March 2018 (2017: Nil).
As at 31 March 2018 there are no capital commitments (2017: Nil).

15. OPERATING LEASE COMMITMENTS

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
22

There are no operating lease commitments as at 31 March 2018 (2017: Nil)


Group Parent
2018 2017 2018 2017
$000 $000 $000 $000
16. TAXATION

Operating profit (deficit) before income tax (61) (353) (61) (353)
Less non-deductible legal fees 6 146 6 146

(55) (207) (55) (207)
At Statutory Rate of 28% (2017: 28%) (15) (58) (15) (58)
Total tax losses utilised 0 0 0 0
Total tax losses not recognised 15 58 15 58

Income Tax Expense 0 0 0 0


The tax rate used is the corporate tax rate of 28% payable by New Zealand corporate entities on taxable profits under New
Zealand tax law.

At year end the Company has unrecognised tax losses to carry forward from the current year of $261,470 (2017: $206,490).
The carry forward losses are subject to confirmation by the tax authorities and satisfaction of shareholder continuity
requirements in the future.

If transactions disclosed in note 21 are completed then these losses will not be able to be carried forward to future years.
Accordingly, no deferred tax assets were accounted for in the financial statements.

Imputation Credit Account
Group Parent
2018 2017 2018 2017
$000 $000 $000 $000

Balance at beginning of year 0 4 0 4
Plus: Resident Withholding Tax paid 1 1 1 1
Less: Income Tax refunds received (1) (1) (1) (1)
Less: Imputation Credits lost 0 (4) 0 (4)

Balance at end of year 0 0 0 0

In 2017 Imputation Credits carried forward from previous years were lost in that year because shareholder continuity was not
maintained due to the HuaHan Transactions. The closing balance represents imputation credits available to be attached to any
distributions from the Company’s reserves, subject to certain shareholder continuity provisions.


17. FINANCIAL INSTRUMENTS

Exposure to credit, foreign currency and liquidity risks arises in the normal course of the Group’s business.

Credit Risk
Financial instruments that potentially subject the Parent company and Group to credit risk principally consist of bank balances,
receivables and investments. Maximum exposures to credit risk not already provided for at reporting date are:
Group Parent
2018 2017 2018 2017
$000 $000 $000 $000
Bank balances 42 1 42 1
Investments 75 75 75 75
Trade Receivables 2 1 2 1

The credit risk policy is to hold cash equivalents and investments with New Zealand trading banks with a Standard & Poors
credit rating of AA-. No collateral is held above these amounts.

Concentration of credit risk
No material amount of trade receivables is due from single customers.

All banking is done with the same bank.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
23
Liquidity Risk
Liquidity risk represents the Group’s ability to meet its contractual obligations associated with financial liabilities. The Group
evaluates its requirements on an ongoing basis. The following table sets out the undiscounted contractual cash flows for all
financial liabilities of the Company and Group:
Carrying Contractual 6 months 6-12 More than
Amount Cash flows or less months 1-2 years 2 years
$000 $000 $000 $000 $000 $000
Group & Parent – 2018


Trade creditors 10 10 10 0 0 0

Sundry payables & accruals 76 76 76 0 0 0

Related party advances 360 360 0 360 0 0

Loan advances 80 80 0 80 0 0

Total non-derivative liabilities 526 526 86 440 0 0

Group & Parent – 2017


Trade creditors 74 74 74 0 0 0

Sundry payables & accruals 20 20 20 0 0 0

Related party advances 272 272 12 260 0 0

Loan advances 0 0 0 0 0 0

Total non-derivative liabilities 366 366 106 260 0 0

Foreign Currency Risk
During the normal course of the year the Group has no transactions denominated in foreign currencies (2017: nil).

Interest Rate Risk
Trade receivables, trade creditors, sundry receivables and other payables are not exposed to re-pricing risk as they are not
interest rate sensitive. The Group’s bank balances potentially subject the Group to interest rate risk and therefore interest
income is subject to change in local interest rates. There is no hedge against the risk of downward movements in interest rates.

31 March 2018 Effective Current 1-2 Years 2-5 Years >5 Years Total
Group & Parent Interest Rates
$000 $000 $000 $000 $000
Assets
Investments 3.50% 75 0 0 0 75
Cash 0% to 0.35% 42 0 0 0 42
117 0 0 0 117
Liabilities
Related Party Advances 5% 360 0 0 0 360
360 0 0 0 360


31 March 2017 Effective Current 1-2 Years 2-5 Years >5 Years Total
Group & Parent Interest Rates
$000 $000 $000 $000 $000
Assets
Investments 3.25% 75 0 0 0 75
Cash 0% to 0.35% 1 0 0 0 1
76 0 0 0 76

Liabilities
Related Party Advances 5% 260 0 0 0 260
260 0 0 0 260

Sensitivity Analysis
Based on the interest risk profile as at 31 March 2018, the following tables show the annual effect on net profit and equity of a
1% change to the effective interest rate for the repricing periods for Term Deposits and Cash. The 1% change is considered
appropriate because it is consistent with economic expectations within New Zealand.

31 March 2018 Carrying -1% -1% +1% +1%
Group & Parent Amount Profit Equity Profit Equity
$000 $000 $000 $000 $000
Assets
Term Deposit 75 -1 -1 1 1
Cash 42 0 0 0 0

31 March 2017 Carrying -1% -1% +1% +1%
Group & Parent Amount Profit Equity Profit Equity
$000 $000 $000 $000 $000
Assets
Term Deposit 75 -1 -1 1 1
Cash 1 0 0 0 0

Capital Management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed capital
requirements. The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of
Directors. The Group has negative equity with plans to bring on another investor to assist with capital requirements. This is
discussed in more detail in notes 20 and 21.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
24





Estimation of fair Values
The carrying amount approximates fair value of each of the following classes of financial instruments: cash and cash
equivalents, investments, related party advance and trade and other receivables. The methods used in determining the fair
values of financial instruments are discussed in Note 1(k).


Group & Parent

Classification and fair values

2018




Note
Loans and
receivables
Financial
liabilities at
amortised
cost
Total
carrying
amount


$000 $000 $000
Assets

Investments 75 0 75
Cash and cash equivalents 42 0 42
Total current assets 117 0 117

Total assets 117 0 117

Liabilities

Related party advance 0 360 360
Trade and other payables 0 86 86
Loan Advance 0 80 80
Total current liabilities 0 526 526

Total liabilities 0 526 526


Group & Parent

Classification and fair values

2017




Note
Loans and
receivables
Financial
liabilities at
amortised
cost
Total
carrying
amount


$000 $000 $000
Assets

Investments 75 0 75
Cash and cash equivalents 1 0 1
Total current assets 76 0 76

Total assets 76 0 76

Liabilities

Related party advance 0 272 272
Trade and other payables 0 151 151
Total current liabilities 0 423 423

Total liabilities 0 423 423

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018

TRS Investments Ltd 2018 Annual Report
25


18. FOREIGN CURRENCY DENOMINATED MONETARY ASSETS AND LIABILITIES
Group Parent
2018 2017 2018 2017
$000* $000* $000* $000*
Current assets and current liabilities not hedged.
Current assets 0 0 0 0
Current liabilities 0 0 0 0
Non-current assets and liabilities not hedged and due at least 12 months after balance date.
Non-current assets 0 0 0 0
Non-current liabilities 0 0 0 0

*Reported in New Zealand dollars.

19. SEGMENT REPORTING
The Group operates in one business and geographical segment of investment in New Zealand. One segment has therefore
been identified by the Managing Director. The Statement of Comprehensive Income and Statement of Financial Position
represent the Group’s one segment.

20. GOING CONCERN
The financial statements, which include a comprehensive loss of $61,000 for the Group for the 31 March 2018 financial year
(2017: comprehensive loss $353,000), a negative net asset and working capital position of ($401,000) (2017:$340,000
negative) and generated negative operating cash flows of $126,000 (2017: $216,000 negative) have been prepared on the
going concern basis of accounting.

On 12 June 2018 the Company signed a share subscription agreement with Lida Agricultural International Holdings Limited
(“Lida”). (Also see note 21). The share subscription agreement allows for the payment of a total of $180,000 cash instalments
from Lida to pay for the costs of the transaction and other third-party payables. Instalments of $80,000 were received from Lida
prior to balance date. A further $40,000 instalment was received form Lida subsequent to balance date on the signing of the
share subscription agreement. The agreement provides for the issue of 75% new shares in TRS to Lida in exchange for the
acquisition of a company in Hong Kong which will become a wholly-owned subsidiary of TRS. That subsidiary will provide
consulting services to Lida China for NZ$1 million per year. TRS will provide management services to the Hong Kong
subsidiary for a management fee of NZ$400,000 per year. This arrangement is the first step in a longer-term strategy to co-
operate with Lida China to grow TRS into a company with several business interests in New Zealand including agriculture,
tourism and property development. Until this longer-term growth strategy is realised, this agreement with Lida will provide TRS
with much needed cash-flow to pay overheads in the normal course of business. The transaction will be subject to shareholder
approval at a special meeting and TRS obtaining any necessary waivers from NZX Limited.

The directors are of the opinion that the basis upon which the financial statements have been prepared is appropriate as they
believe that the transaction with Lida, or another similar transaction, will be completed which will settle the Company’s current
liabilities and provide the Company with a profitable business.
There is material uncertainty in regard to the going concern assumption if the planned transaction, or a similar transaction, does
not proceed or is not approved because a transaction to acquire a viable asset or business in exchange for the issue of TRS
shares (a new investor) needs to be found, and until this time shareholder support is required. If a suitable transaction is not
completed there is uncertainty as to whether or not shareholders will call on their loans, and which shareholders will contribute
to the on-going operating costs. If a suitable transaction is not completed there is uncertainty as to when a new investor or new
transaction will be found. The going concern of the Group is dependent on resolving these uncertainties. If the going concern
assumption is not valid, the Group may be unable to realise its assets and discharge its liabilities in the normal course of
business. The financial statements do not include any adjustments that may need to be made should the Group no longer
continue to be a going concern.

21. EVENTS SUBSEQUENT TO REPORTING DATE
On 12 June 2018 the Company signed a share subscription agreement with Lida Agricultural International Holdings Limited
(“Lida”); a company associated with Shenyang LIDA Agricultural Science and Technology Group Limited of China (“Lida
China”).

The agreement provides for the issue of 75% new shares in TRS to Lida in exchange for the acquisition of a company in Hong
Kong which will become a wholly-owned subsidiary of TRS. That subsidiary will provide consulting services to Lida China for
NZ$1 million per year. In turn, TRS will provide management services to the Hong Kong subsidiary for a management fee of
NZ$400,000 per year.

This arrangement is the first step in a longer-term strategy to co-operate with Lida China to grow TRS into a company with
several business interests in New Zealand including agriculture, tourism and property development. Until this longer-term
growth strategy is realised, this agreement with Lida will provide TRS with much needed cash-flow to pay overheads in the
normal course of business.

The agreement remains conditional on obtaining shareholder approval, any other legal or regulatory approvals and due
diligence. The name of TRS will change at the completion of the transaction.

On signing the share subscription agreement, Lida China paid a further NZ$40,000 deposit as the third instalment to pay
towards the costs of the transaction and third-party debts. At the date of signing these accounts, all instalments received from
LIDA China total NZ$120,000.

TRS Investments Ltd 2018 Annual Report
26
Corporate Governance Statement

The Board of Directors (“Board”) of TRS recognize the need for strong corporate governance practices and has
adopted a comprehensive corporate governance code. The code is based on the recommendations set out in
the NZX Corporate Governance Code 2017 and the requirements of the NZX Main Board Listing Rules. The
Company’s website is currently under construction; but in the interim copies of key documents referred to in this
section can be requested by emailing josephvanwijk@xtra.co.nz. The information contained in this section is
current as at 28 June 2018 and has been approved by the Board. The key documents within the code were last
reviewed effective January 2018 and a summary statement of the key documents is as follows:

Code of Conduct and Share Trading Policy
TRS has adopted policies that are designed to formalize its commitment to the highest standards of ethical
conduct and to provide all Directors and representatives with clear guidance on those standards. These are
governed by the Code of Conduct and also the Share Trading Policy.

The Code of Conduct details the ethical and professional behavioural standards required of the Directors and all
employees. It also provides the means of proactively addressing and resolving potential ethical issues and
details the process to be adopted for identifying conflicts of interest and the actions that should be taken.

The Share Trading Policy details the procedure whereby TRS Directors and employees may trade in TRS
shares. Directors and employees may not trade in TRS shares when they have price sensitive information that is
not publicly available. In addition, except where the Directors have the permission of the Board, the Directors
may trade in the Company shares only during specified trading windows.

The Company maintains an interests register in which the particulars of certain transactions and matters involving
Directors must be recorded. Details of all matters entered into the register by individual Directors are outlined on
page 4 and in note 13 of the Financial Statements.

Board Charter
The Charter defines the Board's role, which is to govern the business and purposes of TRS. The Board
manages, supervises and promotes the interests of the business with a view to adding long-term value. The
Charter details that the Board must have regard to TRS's values and shareholder concerns. The Board is
committed to leading TRS through culture and values that focus on integrity.

Role and Composition of the Board
TRS retains a Board of Directors which aims to ensure that shareholders’ interests are held paramount. The
Board is responsible for the direction and control of TRS and is accountable to shareholders and others for TRS’
performance and compliance with the appropriate laws and standards. A key responsibility of the TRS Board is to
monitor the performance of management on an ongoing basis. TRS offers shareholders an experienced Board
with financial markets experience and strengths in funds management and corporate governance. Profiles of the
individual Directors can be found on page 3.

The TRS Constitution requires a minimum of three Directors with a maximum of seven. At least two of the
Directors must be ordinarily resident in New Zealand. The composition of the Board must include a minimum of
two Independent Directors. The Board elects a Chairman whose primary responsibility is the efficient functioning
of the Board. The Board is currently made up of three Directors and the Board considers that two Directors are
independent in terms of the New Zealand Exchange requirements.

Independent Directors
 Keith Jackson (Chairman)
 John Cilliers
Director
 Joseph van Wijk

The Board met regularly during the year. The Board is provided with accurate timely information on all aspects of
TRS operations. The Board is kept informed of key risks to TRS on a continuing basis. In addition the Board
meets whenever necessary to deal with specific matters needing attention between the scheduled meetings.

Diversity Policy
TRS believes that diversity and inclusion contribute to competitive advantage and sustainable business success
which is reflected in the Companies Diversity Policy. TRS is committed to an inclusive workplace that fosters and
promotes workplace diversity at all levels. This provides the capacity to view problems and opportunities from
many different perspectives. The gender composition of Directors and Officers as at the end of the previous two
financial years is disclosed on page 30. The Board believes that the current makeup of the Board is appropriate
at this time.

Board Committees – Audit Committee
The TRS Audit Committee has been established to focus on audit and risk management and specifically
addresses responsibilities relative to financial reporting and regulatory conformance. The Audit Committee

TRS Investments Ltd 2018 Annual Report
27
comprises John Cilliers (Chairman of Committee) and Keith Jackson. Meetings are held not less than twice a
year having regard to TRS’ reporting and audit cycle.

Other Committees
Due to the importance of Nomination and Remuneration matters these are addressed by the Board as a whole
and consequently there is no separate Nomination or Remuneration Committee.

Continuous Disclosure
TRS’s Continuous Disclosure Policy sets out TRS’s arrangements to ensure material information is identified,
reported, assessed and, where required, disclosed to the market in a timely manner. TRS is committed to
ensuring the timely disclosure of material information about the Company to ensuring that TRS complies with the
NZX Main Board Listing Rules.

Remuneration Policy
TRS’s Remuneration Policy sets out the principles which apply to the remuneration of TRS’s Board and
employees. Details of individual director remuneration are outlined on page 4 and in note 13 of the Financial
Statements.

Risk Management and Internal Control
The Board has overall responsibility for TRS’ system of risk management and internal control. TRS has in place
policies and procedures to identify areas of significant business risk and implement procedures to manage
effectively those risks. Key risk management tools used by TRS include the audit committee function,
outsourcing of certain functions to experts, internal controls, financial and compliance reporting procedures and
processes, business continuity planning and insurance. The Board regularly reviews TRS’s Health and Safety
Policy.

Auditors
The Audit Committee is accountable for ensuring the performance and independence of the external auditors –
BDO Wellington Audit Limited. The Audit Committee also recommends to the Board, which services other than
the statutory audit, may be provided by BDO Wellington Audit Limited as auditors.

Shareholder Relations
The Board recognises the importance of providing comprehensive and timely information to shareholders.
Information is communicated to shareholders in the Interim Report and the Annual Report. The release of the
Annual Report is followed by the Annual Shareholders Meeting, which the Board recognises as an important
forum at which the shareholders can meet and question the Board. Full participation of shareholders is
encouraged at the Annual Shareholders Meeting to ensure a high level of accountability and identification with
the Company’s strategies and goals. Shareholders are encouraged to submit questions in writing prior to the
meeting.

Environmental, Social and Governance
TRS recognises the importance of minimising our environmental, social and governance impact. The
Environmental, Social and Governance policy provides a framework that allows TRS to minimise its
environmental impact and achieve sustainable business practices.

Summary of Exceptions
The Company’s corporate governance code is based on the recommendations set out in the NZX Corporate
Governance Code 2017 and the requirements of the NZX Main Board Listing Rules. The Board considers that
TRS’s corporate governance code has followed these recommendations and requirements in all material
respects in the current year with the following exceptions: Recommendation 3.4 (nomination committee operates
under a written charter) - due to the size of the Board and the lack of Company operations, the whole Board
considers nominations and it does not currently have a written charter. Recommendation 3.6 (protocols setting
procedure to follow if takeover offer received including the set-up of a separate committee) - there are no written
protocols at this time but it is understood that the whole Board and would be immediately involved and legal
advice sought. Recommendation 4.2 (key governance documents being available on the company’s website) -
the Company’s website is currently under construction but key documents can be obtained on request from the
Company as above. Recommendation 4.3 (reporting includes non-financial disclosures such as exposure to
environmental risks and how those risks are managed) – due to the Company’s lack of current operations such
reporting will be considered in future years. Recommendation 6.2 (disclose how health and safety is managed
and report on health and safety risks, performance and management) – due to the current size and lack of
operations of the Company it is considered there is no relevant information to report at this time.
Recommendation 8.1 (having a website) – the Company’s website is currently under construction.

TRS Investments Ltd 2018 Annual Report
28
Directors’ Statement of Responsibilities
For the period ended 31 March 2018

We present the financial statements for TRS for the period ended 31 March 2018.

We have ensured that the financial statements for TRS give a true and fair view of the financial position of the
Company as at 31 March 2018 and its Comprehensive Income and cash flows for the period ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted accounting
practice in New Zealand and believe that proper accounting records have been kept. We have ensured
compliance of the financial statements with the Financial Reporting Act 2013.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.

The TRS Board authorised these financial statements for issue on 28 June 2018.

TRS Investments Ltd 2018 Annual Report
29
Additional Shareholder Information

Stock Exchange Listing
TRS is listed on NZSX under the code TRS for ordinary shares.

Registry
Computershare Investor Services Pty Ltd is TRS’ security register manager and holds all shareholder records
electronically. Computershare is also responsible for the maintenance of shareholder records, TRS’ call centre,
and the preparation of distribution payments. Contact details for Computershare are set out on the back page.

Investor Support
If you have any queries regarding your investment, please contact Computershare on +64 9 4888 777 or visit
their website at www.computershare.co.nz. Please note there is a section of the website designed to provide
shareholders with the forms necessary to initiate changes of the details held at the registry. This service is
available from 9.00am to 5.00pm (Auckland time) on all business days. Enquiries may also be e-mailed via
Computershare’s website (at enquiry@computershare.co.nz).

Requests for changes to your holding details, distribution payment details, or general enquires can all be directed
to the Shareholder Service Centre.

Annual Report
All shareholders are entitled to receive a copy of the Annual Report. If you do not require the Annual Report, or if
you receive more copies than you require, please notify Computershare at the address shown on the back page.

Annual General Meeting
The next Annual General Meeting is intended to be held in August or September 2018. The Notice of Meeting
and Proxy Form will be sent shortly.


Statement of Shareholders
TRS 20 largest ordinary shareholders and their holdings as at 31 May 2018:
Shareholder Shares held %
1 HuaHan International Holdings (Hong Kong) Co Limited 633,641,228 52.25
2 Trinity Portfolio Limited 194,722,744 16.06
3 Beconwood Superannuation Pty Limited 60,000,000 4.95
4 Andrew Fiori-Dea 37,280,237 3.07
5 Graeme Keith Jackson & Patricia Frances Jackson & Phillip Mack Picot 35,940,726 2.96
6 Hai Yan Xiang 33,349,538 2.75
7 Takawa Trustees Limited 17,526,161 1.45
8 Peter Douglas Bolam 8,836,000 0.73
9 Lili Wang 8,810,000 0.73
10 JPMorgan Chase Bank – NZ Branch – Segregated Clients Account 8,190,690 0.68
11 John Baldwin Howe 6,086,480 0.50
12 William Francis Coman 5,000,000 0.41
13 Craig Alexander Philip 4,124,329 0.34
14 Mukesh Chiman Bhula 4,055,000 0.33
15 Mervyn Peter Bell & Suzanne Bell 4,000,000 0.33
16 MatrixIP Pty Ltd 3,601,204 0.30
17 Layne Robert Kerr 3,522,900 0.29
18 Guerilla Nominees Pty Ltd 3,173,832 0.26
19 Zandra Kim Gibbs 3,100,600 0.26
20 Fusheng Ke 3,000,000 0.25
Top 20 holders of Ordinary Shares 1,077,961,669 88.89

TRS Investments Ltd 2018 Annual Report
30

Distribution of Shareholders
As at 31 May 2018, the distribution of shareholders was as follows:

Range Total Holders Fully paid ordinary shares % Issued Capital
1 - 99 718 11,866 0.001
100 - 199 55 7,608 0.001
200 - 499 59 17,590 0.001
500 - 999 35 22,339 0.002
1,000 - 1,999 32 39,041 0.003
2,000 - 4,999 63 171,454 0.014
5,000 - 9,999 30 198,825 0.016
10,000 - 49,999 138 3,200,106 0.264
50,000 - 99,999 55 3,524,514 0.291
100,000 - 499,999 94 20,028,317 1.652
500,000 - 999,999 31 20,593,646 1.698
1,000,000 - 999,999,999 70 1,164,895,178 96.057
Total
1,384 1,212,710,484 100.000


Gender Composition of Board of Directors
The gender composition of the board of directors as at 31 March 2018 as required to be disclosed under Main
Board/Debt Market Listing Rule (7 March 2016) 10.4.5(j) is as follows:

 Keith Jackson Male
 John Cilliers Male
 Joseph van Wijk Male

As at 31 March 2018 100% of the Directors were male. As at 31 March 2017 100% of the Directors were male.
TRS have no other offices or employees as at 31 March 2018.

Substantial Shareholders
As at 31 March 2018, the following holders are Substantial Product Holders in TRS within the meaning of that
expression under Section 274 of the Financial Markets Conduct Act 2013:

Holder Shares Held % Classification of Holding
HuaHan International Holdings (Hong
Kong) Co Limited
633,641,228 52.25 Registered Holder and beneficial
owner
Trinity Portfolio Ltd / Joseph van Wijk 194,722,744 16.06 Registered Holder and beneficial
owner


Voting Rights
Under the Company’s Constitution, each member present at a general meeting is entitled:
1. on a show of hands, to one vote; and
2. on a poll, to one vote for each share held or represented.


Waivers
For the purposes of Main Board/Debt Market Listing Rule (7 March 2016) 10.4.5(f) there was one waiver granted
and published by the NZX in relation to TRS Investments Limited and relied upon by TRS Investments Limited in
the 12 month period to 31 March 2017. On 30 June 2016 the NZX granted a waiver from NZX Main Board Listing
Rule 3.4.3 to the extent that this Rule would have prohibit directors from voting on resolutions and being counted
in the quorum at the relevant Board meeting(s) due to the interested directors direct and indirect interests in the
HuaHan Transactions approved by shareholders at a special meeting on 13 July 2016.
.

TRS Investments Ltd 2018 Annual Report
31
Directory

New Zealand Registry Services:
Computershare Investor Services Ltd
Level 2, 159 Hurstmere Road
Takapuna, Auckland
New Zealand
Private Bag 92119
Auckland 1020
Ph +64 9 4888777
Fax +64 9 4888787
enquiry@computershare.co.nz



Auditors:
BDO Wellington Audit Limited
Level 1, 50 Customhouse Quay
Wellington



Solicitors:
Duncan Cotterill Lawyers
Level 2
Tower Building
50 Customhouse Quay
Wellington



Registered Office:
C/o Duncan Cotterill Lawyers
Level 2
Tower Building
50 Customhouse Quay
Wellington