REG - Golden Rock Global - Final Results

Golden Rock GlobalAnnouncement

30/04/2020 11:15

RNS Number : 4949L
  
Golden Rock Global PLC
  
30 April 2020
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.
For Immediate Release
30 April 2020
Golden Rock Global plc
("Golden Rock" or the "Company")
Final Results
The Board is pleased to present the results of the Company for the year ended 31 December 2019.
The Company is also pleased to announced the launch of its new website: www.grglondon.com
 
CHAIRMAN'S STATEMENT
 
It is a pleasure to announce the annual results for the Company for the year ended 31 December 2019.
As previously reported, we have been in search of suitable acquisition targets since late 2016. During the year we came close to completing an acquisition but late in the process it regrettably became clear that this would not be proceeding.
Cash at the yearend was £290,172, which the Board considers sufficient for its current working capital purposes, which is for at least the next 12 months.
Since the year end, Mr Wei Chen has sold his entire shareholding in the Company to a third party. He remains an executive director and his wife retains a significant shareholding in the Company.
The Board is assessing the impact that COVID 19 will have on the Company in the current financial year. As the Company is a non-trading entity the Board currently do not believe that COVID 19 will have a material impact on its financial position but will continue to keep the matter under review.
 
 
 
Ross Andrews
Chairman
30/04/2020
 
CORPORATE GOVERNANCE REPORT
 
Introduction 
There is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and, so far as is practicable given the Company's size and nature, have voluntarily adopted and comply with the Quoted Companies Alliance Code ("QCA Code"). 
 
The Board has established two committees: An Audit committee and a Remuneration and Nominations committee. John Croft chairs the Audit committee whilst Ross Andrews chairs the Remuneration and Nominations committee. Both committee members were elected in 2016. In addition, the Company has a relationship agreement with shareholders who in aggregate account for 46% of the issued share capital, to ensure the independence and management of the Company in relation to the day-to-day management, affairs and governance of the Company. 
 
Leadership 
The terms and conditions of appointment of the non-executive directors are available for inspection at the Company's registered office. 
 
Role of the Board 
The Board sets the Company's strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and monitoring the Company's affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company's core values and standards of business conduct and for ensuring that these, together with the Company's obligations to its stakeholders, are widely understood throughout the Company. The Board has a formal schedule of matters reserved which is detailed later in this report.
 
Board Meetings 
The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. These meetings are timed to link to key events in the Company's corporate calendar. Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Company's operations. In the period under review the Board met on 3 occasions. 
 
Matters reserved specifically for Board
The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of;
 
• The Company's overall strategy; 
• Financial statements and dividend policy; 
• Management structure including succession planning, appointments and remuneration (supported by the Remuneration Committee);
• Material acquisitions and disposals, material contracts, major capital expenditure projects and budgets; 
• Capital structure, debt and equity financing and other matters; 
• Risk management and internal controls (supported by the Audit committee); 
• The Company's corporate governance and compliance arrangements; and
• Corporate policies.
 
CORPORATE GOVERNANCE REPORT
(Continued)
 
 
Summary of the Board's work in the period 
During the period under review, the Board considered all relevant matters within its remit. 
 
The Chairman sets the Board Agenda and ensures adequate time for discussion. 
 
The Non-executive Directors bring a broad range of business and commercial experience to the Company and have a particular responsibility to challenge independently and constructively the performance of the Executive management (where appointed) and to monitor the performance of the management team in the delivery of the agreed objectives and targets. The Board considers Ross Andrews and John Croft to be independent in character and judgement. 
 
Non-executive Directors are initially appointed for a term of two years, which may, subject to satisfactory performance and re-election by shareholders, be extended by mutual agreement.
 
Other governance matters
All the Directors are aware that independent professional advice is available to each Director in order to properly discharge their duties as a Director. 
 
Appointments 
The Board is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes. 
 
Commitments 
All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties. 
 
Induction 
All new Directors receive an induction as soon as practical on joining the Board. 
 
Conflict of interest 
A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. The Board had satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest. 
 
Board performance and evaluation 
The Company has a policy of appraising Board performance annually. The Company has concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage. 
 
Accountability
The Board is committed to providing shareholders with a clear assessment of the Company's position and prospects. This is achieved through this report and as required other periodic financial and trading statements.
 
Going concern - The Company was formed to seek acquisition opportunities in the Fintech sector. 
 
The Board has considered the impact of COVID 19 on Company and currently do not believe, due to the nature of the business, that it will have a material impact on its financial position.
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations and has the ability to access additional financing, if required, over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements. 
 
 
CORPORATE GOVERNANCE REPORT
(Continued)
 
Internal controls - The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirements of the QCA Code. The internal control system is designed to manage the risk of failure to achieve 
its business objectives. This covers internal financial and operational controls, compliances and risk management. The Company had necessary procedures in place for the period under review and up to the date of approval of the Annual Report and Accounts. The Directors acknowledge their responsibility for the Company's system of internal controls and 
for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Company. A risk assessment for each project is carried out by the Directors before making any commitments. 
 
The Audit Committee has responsibility for monitoring the Company's financial reporting. Given the size of the Company and the relative simplicity of the systems, the Board considers that there is no current requirement for an internal audit function. The procedures that have been established to provide internal financial controls are considered appropriate for a company of its size and include controls over expenditure, regular reconciliations and management accounts. 
 
Provision of non-audit services is considered by the Audit Committee. The Audit Committee has considered the use of external accounting service providers for non-audit services, and all the current providers have been retained and considered appropriate. 
 
During the year the auditors received fees set out in Note 9 to the Financial Statements. Acting as auditors, they received fees of £15,000. 
 
The Remuneration and Nominations Committee has responsibility for agreeing the remuneration policy for senior executives and for the review of the composition and balance of the Board. 
 
Model Code
The Directors have voluntarily adopted the Model Code for directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors. 
 
Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will not have the authority to (and will not) monitor the Company's voluntary compliance with the Model Code, nor to impose sanctions in respect of any failure by the Company to so comply.
 
Shareholder relations, communication and dialogue
Open and transparent communication with shareholders is given high priority and the Directors are available to meet with shareholders who have specific interests or concerns. The Company issues its results to shareholders and publishes them on the Company's website. 
 
Annual General Meeting 
At every AGM individual shareholders are given the opportunity to put questions to the Chairman and to other members of the Board that may be present. Notice of the AGM is sent to shareholders before the meeting. Details of proxy votes for and against each resolution, together with the votes withheld are announced to the London Stock Exchange and are published on the Company's website as soon as practical after the meeting. 
 
 
 
 
 
Ross M Andrews, 
Chairman, 
30/04/2020
 
 
 
 
 
COMPANY INFORMATION
 
Directors
Wei Chen                      
Feng Chen                    
John Croft                    
Ross Andrews               
Bin Shi                          
 
Company Secretary     Bin Shi
 
Company number        121560
 
Registered Office          11 Bath Street, St Helier, JE2 4ST, Jersey
 
Legal advisers to the Company as to English law:
Locke Lord
201 Bishopsgate, Spitalfields, London EC2M 3AB

United Kingdom
 
Legal advisers to the Company as to Jersey Islands law:
Ogier

44 Esplanade, St Helier JE4 9WG

Jersey
 
 
Auditors:                      
PKF Littlejohn LLP
15 Westferry Circus, Canary Wharf, London. E14 4HD 
 
Registrar:
Link Market Services (Jersey) Limited

12 Castle Street, St Helier JE2 3RT

Jersey
 
Principal bankers:
China Merchants Bank Co., Ltd.

21/F, Bank of America Tower, 12 Harcourt Road

Hong Kong
 
Company Website: 
https://www.grglondon.com
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS' REPORT
 
The directors present their report together with the audited financial statements for the year ended 31 December 2019. The Company is incorporated in Jersey.
 
Results and dividends
 
The results for the period are shown on page 9. The directors do not recommend the payment of a dividend for the period (2018: Nil).
 
Principal activity and future developments
 
The principal activity of the Company is to seek acquisition opportunities, initially focusing on the financial and technology sector.
 
The directors expect to continue with the Company's principal activity for the coming year.
 
 
Directors' interests in shares and contracts
 
Directors' interests in the shares of the Company at the date of this report are disclosed below. There are no requirements for Directors to hold shares in the Company.  
 




Director


Ordinary Shares held


% held




 


 


 




Ross Andrews


-


-




Wei Chen


4,480,000


28.00




Feng Chen


3,680,000


23.00




Vivian Bin Shi


 -


-




John Croft


 


 




 
Substantial interests
Except as referred to above, Ms Hui Zhou, wife of Mr Wei Chen, sister-in-law of Mr Feng Chen, is interested in 3,680,000 shares, representing 23% of the issued share capital of the Company. 
 
Directors' Confirmation
 
Each of the directors who are a director at the time when the report is approved confirms that:
 
(a)  so far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
 
(b)  each director has taken all the steps that ought to have been taken as a director, in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.
 
By Order of the Board
 
 
 
 
 
Wei Chen
                                                                                                    Director
 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations. 
 
Jersey Company law requires the directors to prepare financial statements for each financial period.  Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. 
 
In preparing these financial statements, the directors are required to:
 




●


select suitable accounting policies and then apply them consistently;
 




●


make judgements and estimates that are reasonable and prudent; 




 
●
 
 


 
state whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union; and
 




●


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
 




 
The directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991.  They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
The maintenance and integrity of the Group's website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.  Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.
 
 
 
 
 
 
 
 
 
 
 
 
INDEPENDENT AUDITOR'S REPORT
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOLDEN ROCK GLOBAL PLC
Opinion 
We have audited the financial statements of Golden Rock Global Plc (the 'company') for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements: 
·      give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its loss for the year then ended; 
 
·      have been properly prepared in accordance with IFRSs as adopted by the European Union; and 
 
·      have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. 
Basis for opinion 
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, 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. 
Emphasis of matter
We draw attention to Note 4c) of the financial statements, which describes the company's assessment of the COVID-19 impact on its ability to continue as a going concern.  The company has explained that the events arising from COVID-19 outbreak do not impact its use of the going concern basis of preparation nor do they cast significant doubt about the company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our opinion is not modified in this respect.
Conclusions relating to going concern 
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you were: 
·      the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or 
·      the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. 
Our application of materiality 
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. 
Overall materiality was set at £13,500 based on a benchmark of 5% of net assets. Net assets was used as the basis for calculating materiality as the company is not yet revenue generating. Performance materiality was calculated at 70% of overall materiality 
We have agreed with those charged with governance that we would report any individual audit difference in excess of £675 as well as differences below this threshold that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit 
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatements due to fraud. The company's key accounting function is based in the United Kingdom and our audit was performed from our office with regular contact with the company throughout.
Key audit matters 
We have determined that there are no key audit matters to communicate in our report.
Other information 
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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. 
Matters on which we are required to report by exception 
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. 
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion: 
·      adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or 
·      the financial statements are not in agreement with the accounting records and returns; or 
·      certain disclosures of directors' remuneration specified by law are not made; or 
·      we have not received all the information and explanations we require for our audit. 
Responsibilities of directors 
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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 for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company 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 (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. 
Use of our report
This report is made solely to the company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law, 1991.  Our audit work has been undertaken so that we might state to the company's members those matters 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 the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
 
 
 
 
Joseph Archer (Senior Statutory Auditor)                                                                       15 Westferry Circus
For and on behalf of PKF Littlejohn LLP                                                                                 Canary Wharf
Statutory Auditor                                                                                                               London E14 4HD
 
 
 




STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2019
 
 
 




 




 


 
 
 
Note


Year Ended      31/12/2019
£


 


Year Ended 31/12/2018
£




Revenue
Administrative expenses


 


-


 


-




-       Professional fees
-       Directorship fees                                                  
-       Foreign exchange gain/(loss)
-       Other expenses


 
8


(272,308)
(100,000)
342
(22,423)


 


(123,878)
(100,000)
32,959
(37,321)




Operating loss


 


(394,389)


 


(228,240)




 


 


 


 


 




Finance income


 


518


 


267




Loss before income tax


 


(393,871)


 


(227,973)




Taxation


10


-


 


-




 
Loss for the year from Continuing Operations
 
Total comprehensive loss for the year


 


 
(393,871)
 
 
(393,871)


 


 
(227,973)
 
 
(227,973)




 


 


 


 


 




 


 


 




Earnings per share 
Profit/(Loss) from continuing operations - basic and diluted (pence per share)


 


 
11


 
(2.46)


 
(1.42)



 
 
 
 
 
 
 
 
 
 



 
            
The notes on pages 15 to 22 form an integral part of these financial statements.
 
 
 
 
 
STATEMENT OF FINANCIAL POSITION 
AS AT 31 DECEMBER 2019
 




 


              Note


31/12/2019
£


 


 


31/12/2018
£




Assets


 


 


 


 


 




Current assets


 


 


 


 


 




Other Receivables


 


82,917


 


 


17,619




Cash and cash equivalents


12


290,172


 


 


719,147




Total current assets


 


373,089


 


 


736,766




Total assets


 


373,089


 


 


736,766




 
Equity and liabilities


 


 


 


 


 




Capital and reserves 


 


 


 


 


 




Ordinary shares


13


160,000


 


 


160,000




Share premium


 


1,439,100


 


 


1,439,100




Accumulated losses


 


(1,328,011)


 


 


(934,140)




Total equity


 


271,089


 


 


664,960




 


 


 


 


 


 




Liabilities


 


 


 


 


 




Current liabilities


 


 


 


 


 




Accruals


 


102,000


 


 


71,806




Total current liabilities


 


102,000


 


 


71,806




 


 


 


 


 


 




Total equity and liabilities


 


373,089


 


 


736,766




 


 


 


 




 
 
 
 
 
These financial statements were approval by the Board of Directors for issue on …30/04/2020…….. and signed on behalf by:
 
 
 
 
WEI CHEN
Executive Director
 
 
The notes on pages 15 to 22 form an integral part of these financial statements.


 



 
 
 
 
 
 
 
 
 
 



 
 
 
 
 
 
 
 
TATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
 




 


Note


 


Share 
capital


Share premium


Accumulated losses


 


 


Total equity




 


 


 


£


£


£


 


 


£
 




Balance at 01 January 2018


 


160,000


1,439,100


(706,167)


 


 


892,933




 


 


 


 


 


 


 


 




Total comprehensive loss for the year


 


-


-


(227,973)


 


 


(227,973)




 


 


 


 


 


 


 


 




Balance at 31 December 2018


13


160,000


1,439,100


(934,140)


 


 


664,960




 


 


 


 


 


 


 


 




Total comprehensive loss for the  year


 


-


-


(393,871)


 


 


(393,871)




 


 


 


 


 


 


 


 




Balance at 31 December 2019


13


160,000


1,439,100


(1,328,011)


 


 


271,089




 


 




 


 



 
 
 
 
 
 
 
 
 
 
 
 



 
 
The notes on pages 15 to 22 form an integral part of these financial statements.
 
 
 
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019




 


 


 
31/12/2019
£


 


 
31/12/2018
£




Cash flows from operating activities


 


 


 


 




Operating loss


 


(394,389)


 


(228,240)




Foreign exchange gains


 


(342)


 


(32,959)




(Increase)/Decrease in prepayments


 


(65,298)


 


7,156




Increase /(Decrease)/ in payables


 


30,194


 


(4,069)




Net cash used in operating activities


 


(429,151)


 


(258,112)




 


 


 


 


 




Cash flows from investing activities


 


 


 


 




Interest received


 


518


 


267




Net cash generated from investing activities


 


518


 


267




 


 


 


 


 




Cash flows from financing activities


 


 


 


 




Repayment of borrowings


 


-


 


(16,825)




Net cash used in financing activities


 


-


 


(16,825)




 


 


 


 


 




Net decrease in cash, cash equivalents


 


(428,633)


 


(274,670)




Cash and cash equivalents at beginning of the year


 


719,147


 


960,858




Foreign exchange gains 


 


342


 


32,959




 
Cash and cash equivalents at end of the year


 


 
290,172


 


 
719,147




 
 
The notes on pages 15 to 22 form an integral part of these financial statements.


 



 
 
 
 
 
 



 
No net debt reconciliation as the Company has no debt. 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.   GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St Helier, JE2 4ST, Jersey.
2.   PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities, initially focusing on the Financial and Technology sector. 
3.   RECENT ACCOUNTING PRONOUNCEMENT  
a) New interpretations and revised standards effective for the year ended 31 December 2019
The Company has adopted the new interpretations and revised standards effective for the year ended 31 December 2019, New standards impacting the Company that will be adopted in the annual financial statements for the year ended 31 December 2019, and which have given rise to changes in the Company's accounting policies are: 
•      IFRS 16 Leases
Effective 1 January 2019, IFRS 16 has replaced IAS 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease.  
IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value.  IFRS 16 substantially carries forward the lessor accounting in IAS 17, with the distinction between operating leases and finance leases being retained. As the Company does not have significant leasing activities acting as a lessee or lessor, the Directors do not anticipate any significant impact from the adoption of these new standards.
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 year beginning subsequent to 31 December 2019 that the Company has decided not to adopt early. The following amendments are effective for the period beginning 1 January 2020: 
 
•      IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material) 
•      IFRS 3 Business Combinations (Amendment - Definition of Business) 
•      Revised Conceptual Framework for Financial Reporting
 
The Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
 
4.   ACCOUNTING POLICIES 
a) Basis of preparation
The financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and prepared on a going concern basis, under the historic cost convention.
The financial information is presented in Pounds Sterling (£), which is the Company's functional and presentation currency.
b) Foreign currency translation 
The financial statements of the Company are presented in the currency of the primary environment in which the Company operates (its functional currency). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 
c) Going Concern
The financial statements have been prepared on the going concern basis. The Company has assessed the Covid-19 impact on its ability to continue as a going concern. The Company considers that the events arising from the Covid-19 outbreak do not impact on its use of the going concern basis of preparation nor do they cast significant doubt over the company's ability to continue as a going concern for the period of at least twelve months from the date when the financial statements are authorised for issue.  
At the time of approving these financial statements and after making due enquiries and considering the prepared forecast, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the Company's financial statements.
d) Financial instruments 
Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument. 
 
Classification 
Financial assets at amortised cost 
 
The Company measures financial assets at amortised cost if both of the following conditions are met:
            
1)    the asset is held within a business model whose objective is to collect contractual cash flows; and 
2)    the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
 
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4.   ACCOUNTING POLICIES (CONT'D) 
 
Financial liabilities at amortised cost
 
Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled. 
 
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.
 
Derecognition
 
A financial asset is derecognised when: 
 
1)   the rights to receive cash flows from the asset have expired, or 
 
2)   the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
 
Impairment
 
The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.
 
e) Cash and cash equivalents 
Cash and cash equivalents includes cash in hand, deposits held on call with banks and other short term (having maturity within 3 months) highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 
f) Earnings per share 
Basic earnings per share is computed using the weighted average number of shares outstanding during the period. 
5.   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. 
It is the Directors' view that there are no significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have significant effect on the amount recognised in the financial information for the period.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
 
6.   FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments 
The carrying amounts of the Company's financial assets and liabilities as at the end of the reporting year are as follows: 




 


2019


 


2018




 


£


 


       £
 




Financial assets


   


 


 




Cash and cash equivalent at amortised cost


290,172


 


719,147




 


 


 


 




Financial liabilities


 


 


 




Financial liabilities at amortised cost


102,000


 


71,806




 
Cash at bank earns interest at floating rates based on daily bank deposit rates.
 


 




b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risk stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks. 
i)          Currency risks 
The Company is exposed to exchange rate fluctuations as transactions are undertaken denominated in foreign currencies.
At 31 December 2019, the Company had £118,374 (2018: £667,429) cash and cash equivalents in a Hong Kong Dollar account. At 31 December 2019, had the exchange rate between the Pound Sterling and the Hong Kong Dollar increased/decreased by 10%, the effect on the result in the period would be a gain of £11,000 / loss of £13,000 (2018: a gain of £74,000 / loss of £60,000).
ii)          Credit risk 
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit allowances are made for estimated losses that have been incurred by the reporting date.
Concentrations of credit risk exist to the extent that the Company's cash balances were held mainly with China Merchants Bank. Per Standard & Poor's, the Short Term Foreign / Local Currency Deposit Rating is A-2. 
iii)         Liquidity risk 
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company'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 Company's reputation. 
 
 
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
 
7.   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 performance and determine the allocation of resources. The Board of Directors are of the opinion that under IFRS 8 the Company has only one operating segment. The Board of Directors assess the performance of the operating segment using financial information which is measured and presented in a manner consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Company's business over the next reporting period. 
8.   STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS 




 


Year ended 31/12/2019


 


Year ended 31/12/2018




 


£


 


            £
 




Key management emoluments


 


 


 




Remuneration


100,000  


 


100,000




 


 


 


 




The annual remuneration of the key management was as follows, with no other cash or non-cash benefits. All amounts are short-term in nature.
 




 


£


 


       £
 




Executive Directors


 


 


 




Wei Chen


15,000  


 


15,000  




 


 


 


 




Non-executive Directors


 


 


 




Ross Andrews


30,000


 


30,000




John Croft


25,000


 


25,000




Feng Chen


15,000


 


15,000




Bin Shi


15,000


 


15,000




 


 


 


 




 


100,000


 


100,000



 
 
 
 
 



 
                 Included within accruals is £82,500 (2018: £37,500), which relates to unpaid directors' remuneration.
 




NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
 
9.   AUDITORS' REMUNERATION




The following remuneration was received by the Company's auditors:


 




 


 


 


 




 


Year ended 31/12/2019


 


Year ended 31/12/2018




 


£


 


               £
 




Remuneration receivable for auditing the financial statements for the current auditors    


15,000
 


 


                        -




Remuneration receivable for auditing the financial statements for the previous auditors    


 
-


 
 


 
18,000




Total


15,000


 


18,000




 
 


 


 


 



 
 
 
 
 
 



 




10.  TAXATION 
The Company is incorporated in Jersey, and its activities are subject to taxation at a rate of 0%.
11. EARNINGS PER SHARE 
The Company presents basic earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. No share options were in issue at the year end.
 




 


 


Year ended
31 December 2019


                      Year ended31 December 2018




 


 


 


 




 
Loss attributable to ordinary shareholders


 


 
£393,871


 
£227,973




Weighted average number of shares


 


16,000,000


16,000,000




Earnings per share (expressed as pence per share)


 


2.46


1.42




 


 


 


 



 
 
 
 
 
 



12.  CASH AND CASH EQUIVALENTS




 


2019


 


2018




 


£


 


       £
 




Cash at bank equivalents


 290,172


 


719,147




 


 


 


 




Cash at bank earns interest at floating rates based on daily bank deposit rates.


 




 
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
 
13.  SHARE CAPITAL




 


 


Number of shares


Nominal
value      
£




 


Authorised


 


 




 


Ordinary shares of GBP 0.01 each 


48,000,000


480,000




 


 


 


 




 


Issued and fully paid


 


 




 


On incorporation


100


100




 


Subdivided share capital 


9,900


-




 


 


10,000


100




 


Issue of shares upon placing 


15,990,000


159,900




 


At 31 December 2018 and 31 December 2019


16,000,000


160,000




 
The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 and was authorised to issue 10,000 shares of £1 each. The total issued shares on incorporation were 100 shares of £1 each.
On 19 October 2016, it was resolved to subdivide the Company's share capital by a ratio of 1:100, so that the shares had a nominal value of £0.01 per share. It was also resolved to increase the authorised share capital from 1,000,000 share of £0.01 each to 48,000,000 shares of £0.01 each.
On 20 October 2016, a total of 15,990,000 ordinary shares of £0.01 each were issued by way of placing with institutional and other investors at a placing price of £0.10 per placing share for cash consideration of £1,599,000 on the Main market of the London Stock Exchange. The excess of the placing price over the par value of the shares issued was credited to the share premium account. 
The issued shares have nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital.
14.  CAPITAL MANAGEMENT 
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between debt and equity. 
The capital structure of the Company as at 31 December 2019 consisted of equity attributable to the equity holders of the Company, totalling £271,089 (2018: £664,960). 
The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Company will balance its overall capital structure through the payment of dividends, new share issues and the issue of new debt or the repayment of existing debt. 
15.  RELATED PARTY TRANSACTIONS 
There is no ultimate controlling party in the Company.
The remuneration of the Directors, the key management personnel of the Company, is set out in note 8. 
 
 
16.  SUBSEQUENT EVENTS
Since the year end, Mr Wei Chen has sold his entire shareholding in the Company to a third party. He remains an executive director and his wife retains a significant shareholding in the company.
COVID 19 is a developing situation. As the Company is a non-trading entity the Board do not believe it will have a material impact on its financial position but will continue to keep the matter under review. In our view, COVID 19 is considered to be a non-adjusting post statement of financial position event and no adjustment is made in the financial statements as a result.
 
 


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