REG - Golden Rock Global - Annual Financial Report
28/04/2023 15:30
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RNS Number : 9334X Golden Rock Global PLC 28 April 2023
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INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR JAPAN.
28 April 2023
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 121560)
Financial Statements
31 December 2022
CHAIRMAN'S STATEMENT
It is a pleasure to announce the audited results for the year ended 31
December 2022.
Your Board realises that this has been a frustrating year for shareholders and
one that has been dominated by discussions with Bolt Global Limited ("Bolt")
regarding an acquisition by way of a reverse takeover. Your Board committed a
significant amount of time and effort to these discussions over a prolonged
period. However, despite its best efforts, it became clear earlier this month
that the prospectus was unlikely to be completed and published within a
reasonable timeline. Not least Bolt would need to refresh its financial
information in the prospectus and undertake an audit for the period ended 31
December 2022. Considering the timeframe this process has taken to date, the
cash position of the Company and that the trading facility had been suspended
for a prolonged period of time, your Board decided it was in shareholders'
best interests to terminate discussions and allow the trading facility to be
restored with effect from 5 April 2023.
A second noteworthy event is that we entered an agreement to raise £100,000
(gross) through the issue of a convertible loan note to Wei Chen, a director,
further details of which were announced on 5 December 2022. This has been
treated as a post balance sheet event as the cash was drawn down after the
year end.
Turning to the results for the year. As a cash shell we had no trading income,
normal operating costs were modest mainly comprising the regulatory costs of
being a listed company. Cash at the period end plus the receipt of the
proceeds of the convertible loan note was £134,335 post year end. It is
important to note that all professional costs in relation to the aborted
acquisition outstanding at the year-end (and those incurred since the
year-end) are the responsibility of Bolt.
You will note the audit opinion and the going concern statement on pages 11 to
15 that the Company will need to raise cash during the year. In this regard
resolutions will be proposed at the Annual General Meeting to provide the
Company with the ability to raise additional cash.
Your Board has now turned its attention to seek other acquisition
opportunities with a view to restoring shareholder value and will provide
updates at the appropriate time.
Finally, I know that shareholders will be, as the Board is, hugely
disappointed that the acquisition did not proceed. I take this opportunity to
thank you for your support.
Ross Andrews
Chairman
28 April 2023
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 38.38%
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 4 occasions.
Member's attendance record:
Meeting 1 Present: Ross Andrews, John Croft, Wei Chen
Apologies:
Meeting 2 Present: Ross Andrews, John Croft, Wei Chen
Apologies:
Meeting 3 Present: Ross Andrews, John Croft, Wei Chen
Apologies:
Meeting 4 Present: Ross Andrews, John Croft
Apologies: Wei Chen
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);
CORPORATE GOVERNANCE REPORT
(Continued)
· The Company's corporate governance and compliance arrangements;
and
· Corporate policies.
Summary of the Board's work in the period
During the period under review, the Board, in addition to monitoring the
financial performance of the Company and ensuring compliance with the listing
rules, has spent considerable time progressing the proposed acquisition of
BOLT GLOBAL.
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.
Experience of the Board
Wei Chen (executive director) has over 10 years of experience in the
financial services industry. He is an entrepreneur who has invested in and
operated businesses in the financial services and fintech sectors, growing
them organically and by acquisition. In 2013, Mr. Chen further expanded his
business into the financial segment focusing on Contracts for Difference
through investments into Australian Securities and Investments Commission
regulated companies. In 2016, Mr. Chen founded Golden Rock with his family
members. In 2021, Mr. Chen started a new software company in the UK.
Ross Andrews (Independent Non-Executive Chairman) has over 30 years'
experience as an investment banker and stockbroker to public companies. He has
wide sector and geographical experience and a deep understanding of UK
Corporate Governance regimes and complex regulatory environments. He was a
main board director of Zeus Capital whilst the firm grow from a small
corporate finance advisory business in the North West of England to an
established investment banking operation based in London, Manchester and
Birmingham. Most recently he established Guild Financial Advisory, a corporate
finance advisory boutique. Ross is an experienced chairman and non-executive
director and is currently on the Board of a number of businesses.
John Croft (Independent Non-Executive Director) is a well-regarded Board
Director with extensive experience of bringing Corporate Governance
disciplines to Boards of public and private companies alike, having served
also on numerous Board committees in a recent career which has focussed
particularly on international companies in the Financial Services, Resources
and TMT sectors.
John has extensive experience in Asia having served on Boards of companies
based in Malaysia, Hong Kong, China and Australia which have been listed on
the London Stock Exchange.
All the directors are actively involved in regulated entities that provide up
to date training.
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.
CORPORATE GOVERNANCE REPORT
(Continued)
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.
It has been agreed that BOLT GLOBAL shall settle the costs and expenses of
Golden Rock Global's professional advisers incurred in respect of the proposed
transaction up until 5 April 2023, the date that the Company announced it was
no longer in discussions with BOLT GLOBAL
The financial statements have been prepared on the assumption that the Company
is a going concern. When assessing the foreseeable future, the directors have
looked at a period of 12 months from the date of approval of this report.
Despite cash being received post year end from the convertible loan note, the
Company will need to raise additional funds in order to meet its day-to-day
working capital requirements. The Directors are confident in their ability to
raise sufficient capital from new shareholders or if necessary, obtain
alternative sources of funding. Whilst the Directors recognise that there is
significant material uncertainty around going concern as a result of the
current economic uncertainty and 2022 trading results, the accounts have still
been prepared on a going concern basis, which is supported by confidence over
the ability to raise sufficient funds through the issue of further equity
should the need arise. (Note 4c). The Board refers shareholders to the
Auditor's Report on page 9 and in particular to the paragraph headed Material
uncertainty related to going concern.
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 comprises John Croft (Chairman) and Ross Andrews
(member) 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
CORPORATE GOVERNANCE REPORT
(Continued)
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.
In addition, PKF Littlejohn LLP acted as reporting accountant on the proposed
transaction with BOLT GLOBAL until discussions terminated on 5 April 2023.
The Remuneration and Nominations Committees comprise Ross Andrews (chair) and
John Croft (member) and has responsibility for agreeing the remuneration
policy for senior executives and for the review of the composition and balance
of the Board.
Report of the Audit Committee
The Audit Committee has written terms of reference and provides a mechanism
through which the Board can maintain the integrity of the financial statements
of the Company and any formal announcements relating to its financial
performance; to review the Company's internal financial controls and its
internal control and risk management systems; and to make recommendations to
the Board in relation to the appointment of the external auditor, their
remuneration both for audit and non-audit work, the nature, scope and results
of the audit and the cost effectiveness, independence and objectivity of the
auditors. Provision is made by the Audit Committee to meet the auditors at
least twice a year. The Group is still at an early stage of its development
and is reliant on the Audit Committee to perform various reporting
requirements particularly with regards the preparation of supporting
accounting papers for audit purposes.
The Audit Committee reviewed, considered and agreed the scope and methodology
of the audit work to be undertaken by the external auditors and fees and
agreed the terms of engagement for the audit of the financial statements for
the year ended 31 December 2022. PKF have completed the audit for the year
ended 31 December 2022 and their appointment will be formally put before
shareholders at the next AGM. Significant matters considered by the Audit
Committee during the year included the independence of the auditor, scope and
methodology for the audit of the financial statements, in particular
determining the areas at greatest risk of material misstatement (whether or
not due to fraud or poor internal controls). Following the Audit Committee's
recommendation, the Board considers the internal control system to be adequate
for the Company. The Audit Committee reviews the scope and scale of the
non-audit services undertaken by the auditors in order to ensure that their
independence and objectivity is safeguarded. The Directors recognise the
business will increase in complexity when it undertakes a corporate
transaction and they will review the internal control system to ensure it
responds to any change that the appropriate time.
Report of the Remuneration Committee
The Remuneration Committee monitors the remuneration policies of the Company
to ensure that they are consistent with its business objectives. Its terms of
reference include the recommendation and execution of policy on Director and
executive management remuneration and for reporting decisions made to the
Board. The Committee determines the individual remuneration package of the
Board.
The duties of the Committee are to:
• determine and agree with the Board the framework or broad policy for the
remuneration of the each of the directors;
• within the terms of the agreed policy, determine individual remuneration
packages;
• determine the contractual terms on termination and individual termination
payments, ensuring that the duty of the individual to mitigate loss is fully
recognised;
• in determining individual packages and arrangements, give due regard to
the comments and recommendations of the Listing Rules;
CORPORATE GOVERNANCE REPORT
(Continued)
• be told of and be given the chance to advise on any major changes in
employee benefit structures in the Company; and
The Company's Remuneration Policy is designed to provide remuneration packages
to motivate and retain high-calibre individuals and new talent as required.
The Committee takes into account the principles of sound risk management when
setting pay and takes action to ensure that the remuneration structure and
does not encourage undue risk. The Remuneration Policy is unaudited.
Non-Executive Directors' fees
Purpose - core element of remuneration paid for fulfilling the relevant role.
Operation - non-executive directors receive a basic fee, paid monthly, in
respect of their board duties. Non-executive directors are not eligible for
annual bonus or other benefits. Expenses incurred directly in performance of
non-executive duties for the Company may be reimbursed or paid directly on
their behalf.
Opportunity - current fee levels can be found in note 7 of the financial
statements. Fees are set at a level which is considered appropriate to attract
or retain non-executive directors of the calibre required by the Company. Fee
levels are normally set by reference to amounts paid to non-executive
directors serving on the boards of similar sized UK-listed companies, taking
into account the size, responsibility and time commitment of the role.
The sole Executive Director waived his entitlement to fees during the period.
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 Andrews
Chairman
28 April 2023
COMPANY INFORMATION
Directors
Ross Andrews
Wei Chen
John Croft
Company secretary Bin Shi
Company number 121560
Registered office 11 Bath Street, St Helier, JE4 8UT, 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:
Barclays Bank UK PLC
1 Churchill Place
London
E14 5HP
Company website:
https://www.grglondon.com (about%3Ablank)
DIRECTORS' REPORT
The directors present their report together with the audited financial
statements for the year ended 31 December 2022. The Company is incorporated in
Jersey.
Results and dividends
The results for the period are set out in the financial statements. The
directors do not recommend the payment of a dividend for the period (2021:
Nil).
Principal activity and future developments
The principal activity of the Company is to seek acquisition opportunities,
initially focusing on the fintech sector. As announced on 17 November 2021 the
Company entered into non-legally binding heads of terms to acquire the entire
issued share capital of Bolt Global Limited. On 5 April 2023 the Company
announced that it had ceased discussions with Bolt Global.
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 3,680,000* 19.19
John Croft - -
*held by Ms Hui Zhou, wife of Mr Wei Chen
Substantial interests
Feng Chen 3,680,000* 19.19
GSB Banking Group 4,480,000 23.36
* Feng Chen is a brother of Mr Wei Chen
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) The 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.
Events after the reporting period
(a) In December 2022, the Company announced that it had entered into an
agreement for a 12% unsecured convertible loan note instrument limited to an
aggregate principal amount of £100,000. This loan was fully drawn down on 10
January 2023.
(b) As announced on 17 November 2021 the Company entered into non-legally
binding heads of terms to acquire the entire issued share capital of Bolt
Global Limited. On 5 April 2023 the Company announced that it had ceased
discussions with Bolt Global.
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 endorsed by European Union (IFRS endorsed by EU). 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 endorsed by EU ; 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 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 2022 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 significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
EU-endorsed IFRS.
In our opinion, the financial statements:
· give a true and fair view of the state of the company's affairs as at
31 December 2022 and of its loss for the year then ended;
· have been properly prepared in accordance with International Financial
Reporting Standards as adopted by the EU ('IFRS'); 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 public interest 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.
Material uncertainty related to going concern
We draw attention to note 4c) to the financial statements which states that
the Company's ability to continue as a going concern is dependent on the
ability to raise further funding in the coming 12 months. As stated in note
4c), these events or conditions, along with the other matters as set forth in
note 4c), indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included the following;
· Reviewed managements forecasts for the 12 month period from the
expected date of sign-off and challenged the inputs relating to expenses
forecast and injection of cashflow including expected expenses to be incurred;
· Verified the post year end receipt of funds from the issue of the
convertible loan note; and
· Enquired with management of any post year end events that would
cause significant doubt on the company's ability to continue as a going
concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
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.
The materiality for the financial statements as a whole was set at £8,500
(2021: £4,600), based on a benchmark of 5% of loss before tax. Loss before
tax was used as the basis for calculating materiality as the company is loss
making due to the fact that the company is a shell and expenditure focus is
key to investors. Performance materiality was calculated at £6,800 (2021:
£3,680) or 80% of materiality for the financial statements as a whole. We
have set the performance materiality at 80% of the overall financial
statements materiality to reflect the risk associated with the financial
statements based on our experience of prior year audits.
We have agreed with the audit committee that we would report any individual
audit difference in excess of £425 (2021: £230) as well as differences below
this threshold that, in our view, warranted reporting on qualitative grounds.
Our approach to the 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, such as going concern assumption, 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 remotely with regular contact with the company
throughout.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Other income and professional fee expenses recognition
Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition Our work in this area included:
is a significant fraud risk. However, during the year there was no revenue
recognised in the financial statements but we identified a risk in respect of Updating our understanding of the information system and related controls
the recognition of other income and recognition of corresponding expenses relevant to recognition of other income and expenses..
against the income.
Substantive transactional testing of other income and professional fees
recognised in the financial statements,
In the prior year there was an agreement was made between Golden Rock Global Reviewing the contract terms and conditions and ensuring that conditions set
(GRG) management and a third party, whereby the third party will reimburse the out have been met for the other income to be recognised; Confirmed the
professional fees relating to the acquisition by the Company of the third treatment of the other income and professional fees is in accordance with the
party. The fees required to be reimbursed by are recorded as professional terms of the accounting standards; and
expenses in the Company's books and also as other income.
Reviewed of post year-end invoices and payments to ensure completeness of
professional fees recorded in the accounting period.
There is a risk relating to the complete recognition of such other income and Other income has been appropriately recorded within the financial statements.
expenses in GRG financial statements. We have considered it as a key audit
matter due to its quantum and also being new in the period.
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 contained within the
annual report(8). Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. 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 course of 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 this gives rise to a material misstatement in the financial
statements themselves. 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
· 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.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the company and the sector in which
they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussion with management and audit
committee industry research and our cumulative knowledge and experience of the
sector, and including obtaining and reviewing supporting documentation,
concerning the company's policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and
whether they were aware of any instance of non-compliance;
o detecting and responding to the risks of fraud and whether they have
knowledge of any actual, suspected or alleged fraud; and
o the internal controls established to mitigate risks related to fraud or
non-compliance with laws and regulations.
· We determined the principal laws and regulations relevant to the
company in this regard to be those arising from the Companies (Jersey) Law
1991, Listing Rules, and relevant tax legislation, rules applicable to issuers
on LSE standard List Main Market, including the FCA Listing Rules and the
Disclosure Guidance and Transparency Rules.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the company
with those laws and regulations. These procedures included, but were not
limited to:
o Discussion with management and audit committee regarding compliance with
laws and regulations by the company.
o Review board minutes; and
o Review of regulatory news announcements made throughout and post year end.
o Obtain an understanding of the legal and regulatory frameworks that the
company operates in, focusing on those laws and regulations that had a direct
effect on the financial statements. The key laws and regulation we considered
in this context included the Companies (Jersey) Law 1991, Listing Rules, and
relevant tax legislation.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, that apart from the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there is no other fraud risk to consider.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
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
(http://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 our engagement letter dated 8 April 2022 audit. 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 (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
28 April 2023
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Year Ended 31/12/2022 Year Ended 31/12/2021
£ £
Note
Administrative expenses
- Professional fees (257,892) (149,304)
- Directorship 7 (55,000) 80,958
fees
(25,429) (24,910)
- Other expenses
Total Administrative expenses (338,321) (93,256)
Other Income 172,415 -
Finance income - -
Loss before income tax (165,906) (93,256)
Taxation 9 - -
Loss and Total comprehensive income for the year (165,906) (93,256)
Earnings per share
Loss from continuing operations - basic and diluted (pence per share) 10 (0.87) (0.49)
The notes on pages 20 to 27 form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Note 31/12/2022 31/12/2021
£ £
Assets
Current assets
Other Receivables 11 107,085 5,336
Cash and cash equivalents 12 34,335 182,974
Total current assets 141,420 188,310
Total assets 141,420 188,310
Equity and liabilities
Capital and reserves
Ordinary shares 14 191,750 191,750
Share premium 1,605,788 1,605,788
Accumulated losses (1,800,747) (1,634,841)
Total equity (3,209) 162,697
Liabilities
Current liabilities
Trade creditors 13 101,102 2,613
Accruals 13 43,527 23,000
Total current liabilities 144,629 25,613
Total equity and liabilities 141,420 188,310
These financial statements were approval by the Board of Directors for issue
on …28/04/2023…... and signed on behalf by:
WEI CHEN
Executive Director
The notes on pages 20 to 27 form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Note Share Share premium Accumulated losses Total equity
capital
£ £ £ £
Balance at 01 January 2021 160,000 1,439,100 (1,541,585) 57,515
Loss and Total comprehensive income for the year 31,750 166,688 (93,256) 105,182
Balance at 31 December 2021 14 191,750 1,605,788 (1,634,841) 162,697
Loss and Total comprehensive income for the year - - (165,906) (165,906)
Balance at 31 December 2022 14 191,750 1,605,788 (1,800,747) (3,209)
The notes on pages 20 to 27 form an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
31/12/2022 31/12/2021
£ £
Cash flows from operating activities
Loss before tax (165,906) (93,256)
(Increase) / Decrease in receivables (101,749) 171,464
Decrease / (Increase) in payables 119,016 (122,137)
Net cash used in operating activities (148,639) (43,929)
Cash flows from financing activities
Net proceeds from issue of ordinary shares - 198.438
Cash flows from financing activities - 198.438
Net (decrease) / increase in cash and cash equivalents
(148,639) 154,509
Cash and cash equivalents at beginning of the year 182,974 28,465
Cash and cash equivalents at end of the year 34,335 182,974
The notes on pages 20 to 27 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 2022
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, JE4
8UT, Jersey.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities,
focusing on the Financial and Technology sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for the year
ended 31 December 2022:
Applied in 2022:
IFRS Particular Effective Date
Amendments to IFRS 3 Reference to the Conceptual Framework 1st January 2022
Amendments to IAS 37 Cost of Fulfilling a Contract Framework 1st January 2022
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use 1st January 2022
Not yet effective:
IFRS Particular Effective Date
Amendments to IAS 1 Classification of Liabilities as Current or Non-current 1st January 2023
Amendments to IAS 8 Definition of Accounting Estimates 1st January 2023
Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single 1st January 2023
Transaction
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Deferred indefinitely by amendments made in December 2015
Venture
Amendments to IFRS 17 Insurance Contracts 1st January 2023
The Directors do not believe these standards and interpretations will have a
material impact on the financial statements. Those applied during the year did
not have a material impact on the financial statements.
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 (£) to the nearest
pound, 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.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4. ACCOUNTING POLICIES (CONT'D)
c) Going Concern
The financial statements have been prepared on the assumption that the Company
is a going concern. When assessing the foreseeable future, the directors have
looked at a period of 12 months from the date of approval of this report.
Despite cash being received post year end from the convertible loan note, the
Company will need to raise additional funds in order to meet its day-to-day
working capital requirements. The Directors are confident in their ability to
raise sufficient capital from new shareholders or if necessary, obtain
alternative sources of funding. Whilst the Directors recognise that there is
significant material uncertainty around going concern as a result of the
current economic uncertainty and 2022 trading results, the accounts have still
been prepared on a going concern basis, which is supported by confidence over
the ability to raise sufficient funds through the issue of further equity
should the need arise. The Board refers shareholders to the Auditor's Report
on page 11 and in particular to the paragraph headed Material uncertainty
related to going concern.
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.
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.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4. ACCOUNTING POLICIES (CONT'D)
d) Financial instruments
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
lifetime 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) Share capital
Financial instruments issued by the Company are classified as equity only to
the extent that they do not meet the definition of a financial liability or
financial asset.
The Company's ordinary shares are classified as equity instruments.
g) Earnings per share
Basic earnings per share is computed using the weighted average number of
shares outstanding during the year.
h) Other income
Other income includes professional fees payable by a third party in respect of
the aborted reverse take-over transaction and are recognised based on an
agreement with the third party to pay invoiced professional fees associated
with the aborted transaction..
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, other than the material uncertainty related to
going concern, 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.
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:
2022 2021
£ £
Financial assets at amortised cost
Cash and cash equivalent 34,335 182,974
Other receivables 107,085 5,336
Total: 141,420 188,310
Financial liabilities at amortised cost
Trade creditors 101,102 2,613
Accruals 43,527 23,000
Total: 144,629 25,613
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) Market risk
Market risk is not material.
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. The maximum exposure is £141,420 as on 31 December 2022.
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. All financial
liabilities currently have a short payment times between 0 and 30 days,
therefore no further analysis has been provided.
6. 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 being one operating segment that is the entire company, being
a cash shell seeking investment opportunities. 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 considered in light of the development
of the Company's business over the next reporting period.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
7. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Year ended 31/12/2022 Year ended 31/12/2021
£ £
Key management emoluments
Remuneration (55,000) 80,958
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 - -
Non-executive Directors
Directors fees charged for the year
Ross Andrews (30,000) (25,625)
John Croft (25,000) (20,917)
Directors fees waived during the year
Wei Chen - 37,500
Feng Chen (Resigned) - 45,000
Bin Shi (Resigned) - 45,000
(55,000) 80,958
In 2021, the other directors have waived their accumulated accrued
remunerations with a total amount of £127,500 which was deducted from the
Administrative Expenses.
8. AUDITORS' REMUNERATION
The following remuneration was received by the Company's auditors:
Year ended 31/12/2022 Year ended 31/12/2021
£ £
Remuneration receivable for auditing the financial statements for the 22,500 17,500
auditors
Non-audit service fees
46,400 -
9. TAXATION
The Company is incorporated in Jersey, and its activities are subject to
taxation at a rate of 0%.
10. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share information for its
ordinary shares. Basic earnings per share are calculated by dividing the
profit attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares in issue during the reporting period.
Diluted earnings per share are determined by adjusting the profit attributable
to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
Year ended Year ended31 December 2021
31 December 2022
Loss attributable to ordinary shareholders £165,906 £93,256
Weighted average number of shares 19,175,000 19,175,000
Earnings per share (expressed as pence per share) (0.87) (0.49)
11. TRADE AND OTHER RECEIVABLES
2022 2021
£ £
Other receivables 107,085 5,336
Other receivables include the professional fees payable by a third party in
respect of the aborted reverse take-over transaction.
12. CASH AND CASH EQUIVALENTS
2022 2021
£ £
Cash at bank equivalents 34,335 182,974
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
13. TRADE AND OTHER PAYABLES
2022 2021
£ £
Trade creditors 101,102 2,613
Accruals 43,527 23,000
Accruals and other payables 144,629 25,613
Trade creditors and Accruals include professional fees and payable by a third
party in respect of the aborted reverse take-over transaction.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
14. 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 19,165,000 191,650
At 31 December 2021 19,175,000 191,750
At 31 December 2022 19,175,000 191,750
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.
In 23 February 2021, the company issued warrant certificates to certain
parties. Constitute 4,055,000 warrants to subscribe for up to 4,055,000 new
ordinary shares in the capital of the company. 1,587,500 warrants are granted
to each of the two new investors and 880,000 warrants are granted to the
Chairman and Mr Croft, all at the exercise price of £0.0625 per ordinary
share. These warrants are subject to the satisfaction of various conditions
detailed in the warrant instrument and they are exercisable within 2-year
period commencing on the date of the warrant instrument. The number of
warrants exercisable as on 31 December 2022 is 4,055,000.
15. 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 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.
The Company entered into an agreement to issue a £100,000 convertible loan
note instrument on 2 December 2022 and the loan was fully drawn down on 10
January 2023.
16. RELATED PARTY TRANSACTIONS
There is no ultimate controlling party.
The remuneration of the Directors, the key management personnel of the
Company, is set out in note 7.
On 5 December 2022, the Company entered into a convertible loan note agreement
with Wei Chen, a director, for aggregate gross proceeds of £100,000, and the
loan was fully drawn down on 10 January 2023.
17. SUBSEQUENT EVENTS
(a) In December 2022, the Company announced that it had entered into an
agreement for a 12% unsecured convertible loan note instrument limited to an
aggregate principal amount of £100,000. This loan was fully drawn down on 10
January 2023.
(b) As announced on 17 November 2021 the Company entered into non-legally
binding heads of terms to acquire the entire issued share capital of Bolt
Global Limited. On 5 April 2023 the Company announced that it had ceased
discussions with Bolt Global.
Enquiries
Golden Rock Global plc
Ross Andrews, Chairman
+44 (0) 1534 733 401
www.grglondon.com
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