REG - Golden Rock Global - Final Results
14/06/2022 07:00
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RNS Number : 6610O Golden Rock Global PLC 14 June 2022
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.
14 June 2022
Golden Rock Global plc
("Golden Rock" or the "Company")
Final Results
It is a pleasure to announce the annual results for the Company for the year
ended 31 December 2021.
On 17th November 2021 the Company announced that it had signed non-legally
binding heads of terms to acquire BOLT Global Limited ("BOLT GLOBAL"). On
announcement the FCA suspended the Company's shares pending the publication of
a prospectus.
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.
BOLT GLOBAL is a blockchain-based media and decentralised finance ecosystem
which operates Bolt+ (live streaming of media content) and Bolt X (digital
assets wallet) platforms for the content creator economy. As one of the first
media companies to be focused on bringing affordable live entertainment and
accessibility to web3 technologies to the emerging markets,
BOLT GLOBAL currently has already gathered several million users across
approximately 195 countries.
Whilst the discussions with BOLT GLOBAL have taken longer than anticipated
your Board believes that these discussions are progressing well and your Board
is confident that terms will be finalised and a prospectus published in the
coming months.
Ross Andrews
Chairman
13 June 2022
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.
The Board will examine the current arrangements following completion of the
proposed transaction with BOLT GLOBAL.
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.
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.
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.
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.
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.
In addition, Mr Wei Chen has indicated that he provide further financial
support to Golden Rock's working capital requirement, or Mr Chen will seek
further financing from new investors, should the proposed acquisition of BOLT
GLOBAL not complete.
The Board has considered the impact of COVID 19 on Company and do not believe,
due to the nature of the business, that it has had or will continue to 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 (see note 4c).
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.
In addition, PKF Littlejohn LLP has been appointed reporting accountant on the
proposed transaction with BOLT GLOBAL.
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 Andrews
Chairman
13 June 2022
COMPANY INFORMATION
Directors
Ross Andrews
Wei Chen
John Croft
Feng Chen - resigned on 23 February 2021
Bin Shi - resigned on 23 February 2021
Company secretary Bin Shi
Company number 121560
Registered office 11 Bath Street, St Helier, JE4 8UT*,
Jersey (* Correction of post code from last report)
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 2021. The Company is incorporated in
Jersey.
Results and dividends
The results for the period are shown on page 13. The directors do not
recommend the payment of a dividend for the period (2020: 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.
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 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.
Events after the reporting period
There are no events after the reporting period.
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.
IDEPENDENT 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 2021 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 2021 and of its loss for the year then ended;
· have been properly prepared in accordance with EU-endorsed 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.
Conclusions relating to going concern
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 obtaining
management's going concern assessment and associated cash flow forecasts for
the period of 12 months from the date of approval of the financial statements.
We have reviewed the assumptions applied in the cash flow forecast for
reasonableness, compared to historical financial information, and performed a
sensitivity where appropriate. We have challenged the going concern assessment
and cashflow forecasts provided by management with respect to their inputs and
assumptions and verified the supporting documents. .Based on the work we
performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant
doubt on the company's ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for
issue.
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 £4,600
(2020: £10,700), 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 not
yet revenue generating. Performance materiality was calculated at £3,680
(2020: £8,560) 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 judgemental and
key areas of management estimation within the financial statements.
We have agreed with the audit committee that we would report any individual
audit difference in excess of £230 (2020: £535) 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 from our office 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
Going Concern
The Company is a cash shell and does not yet generate any revenue, is reliant Our work in this area included:
on raising cash through equity raises and requires a minimum amount of liquid
resources to manage its listed status. In addition, the Company is currently · Reviewing managements forecasts for the 12 month period from the
undertaking a transaction for which costs will be incurred. As result there is expected date of sign-off and challenged the inputs therein;
the risk that Company is not a going concern and it is not appropriate to
prepare the financial statements on that basis. · Considering the ability of the Directors to fund any shortfall;
· Obtaining support from the Directors that they would waive their
fees if required;
· Obtaining confirmation that Bolt are settling all fees in relation
to the transaction;
· Reviewing any post year end movements in share capital; and
· Enquiring with management of any post year end events that would
cause significant doubt on the company's ability to continue as a going
concern.
Based on the work performed we confirm that it is appropriate to prepare the
financial statements on the going concern basis.
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. Our opinion on the financial statements does not cover the
other information and, 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 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. 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
13 June 2022
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
Year Ended 31/12/2021 Year Ended 31/12/2020
£ £
Note
Revenue - -
Administrative expenses
- Professional fees (149,304) (126,855)
- Directorship 8 80,958 (96,375)
fees
0 11,753
- Foreign exchange gain
(24,910) (2,101)
- Other expenses
Operating loss (93,256) (213,578)
Finance income 0 4
Loss before income tax (93,256) (213,574)
Taxation 10 - -
Loss and Total comprehensive income for the year (93,256) (213,574)
Earnings per share
Loss from continuing operations - basic and diluted (pence per share) 11 (0.49) (1.33)
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Note 31/12/2021 31/12/2020
£ £
Assets
Current assets
Other Receivables 5,336 176,800
Cash and cash equivalents 12 182,974 28,465
Total current assets 188,310 205,265
Total assets 188,310 205,265
Equity and liabilities
Capital and reserves
Ordinary shares 13 191,750 160,000
Share premium 1,605,788 1,439,100
Accumulated losses (1,634,841) (1,541,585)
Total equity 162,697 57,515
Liabilities
Current liabilities
Accruals 25,613 147,750
Total current liabilities 25,613 147,750
Total equity and liabilities 188,310 205,265
These financial statements were approval by the Board of Directors for issue
on 13/06/2022 and signed on behalf by:
WEI CHEN
Executive Director
The notes on pages 17 to 23 form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Note Share Share premium Accumulated losses Total equity
capital
£ £ £ £
Balance at 01 January 2020 160,000 1,439,100 (1,328,011) 271,089
Loss and Total comprehensive income for the year - - (213,574) (213,574)
Balance at 31 December 2020 13 160,000 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 13 191,750 1,605,788 (1,634,841) 162,697
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
31/12/2021 31/12/2020
£ £
Cash flows from operating activities
Operating loss (93,256) (213,578)
Foreign exchange gains - (11,753)
Decrease / (Increase) in prepayments 171,464 (93,883)
(Decrease) / Increase in payables (122,137) 45,750
Net cash used in operating activities (43,929) (273,464)
Cash flows from investing activities
Interest received - 4
Net cash generated from investing activities - 4
Cash flows from financing activities
Net proceeds from issue of ordinary shares 198.438 -
Cash flows from financing activities 198,438 -
Net decrease in cash, cash equivalents 154,509 (273,460)
Cash and cash equivalents at beginning of the year 28,465 290,172
Foreign exchange gains - 11,753
Cash and cash equivalents at end of the year 182,974 28,465
The notes 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 2021
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 2021:
Applied in 2021:
· Amendments to IFRS 16 - Covid-19-Related Rent Concessions
[Effective Date: annual reporting periods after 01/06/2020]
Not yet effective:
· Amendments to IFRS 3 - Reference to the Conceptual Framework
[Effective Date: annual reporting periods after 01/01/2022]
· Amendments to IAS 37 - Cost of Fulfilling a Contract Framework
[Effective Date: annual reporting periods after 01/01/2022, Early application
is permitted.]
· Amendments to IAS 16 - Property, Plant and Equipment: Proceeds
before Intended Use [Effective Date: annual reporting periods after
01/01/2022]
· Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current [Effective Date: annual reporting periods after 01/01/2023.]
· Amendments to IAS 8 - Definition of Accounting Estimates
[Effective Date: annual reporting periods after 01/01/2023.]
· Amendments to IAS 12 - Deferred Tax Related to Assets and
Liabilities arising from a Single Transaction [Effective Date: annual
reporting periods after 01/01/2023.]
· Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture [Deferred indefinitely
by amendments made in December 2015]
· Amendments to IFRS 17 - Insurance Contracts [Effective Date:
annual reporting periods after 01/01/2023.]
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.
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.
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.
In addition, the current major shareholders have expressed their support to
continue to provide funding to meet the daily expense obligations should the
transaction with BOLT Global aborted.
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. When/If a suitable is identified, the
Directors will consider the need for further funding to complete the
transaction. 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.
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) 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.
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.
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:
2021 2020
£ £
Financial assets at amortised cost
Cash and cash equivalent 182,974 28,465
Other receivables 5,336 176,800
Total: 188,310 205,265
Financial liabilities at amortised cost
Accruals and other payables 25,613 147,750
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) 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.
ii) 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.
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 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 31/12/2021 Year ended 31/12/2020
£ £
Key management emoluments
Remuneration (46,542) (96,375)
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)
Non-executive Directors
Directors fees charged for the year
Ross Andrews (25,625) (28,125)
John Croft (20,917) (23,250)
Feng Chen (Resigned) - (15,000)
Bin Shi (Resigned) - (15,000)
Directors fees waived during the year
Wei Chen 37,500 -
Feng Chen (Resigned) 45,000 -
Bin Shi (Resigned) 45,000 -
80,958 (96,375)
During the period, the other directors have waived their accumulated accrued
remunerations with a total amount of £127,500 which has been deducted from
the Administrative Expenses in previous years.
9. AUDITORS' REMUNERATION
The following remuneration was received by the Company's auditors:
Year ended 31/12/2021 Year ended 31/12/2020
£ £
Remuneration receivable for auditing the financial statements for the 17,500 15,750
auditors
PKF Littlejohn LLP is the reporting accountant in the period, however, no
services in this respect are provided to the company and received no
remuneration.
PKF Littlejohn LLP is the reporting accountant in the period, however, no
services in this respect are provided to the company and received no
remuneration.
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 Year ended31 December 2020
31 December 2021
Loss attributable to ordinary shareholders £93,256 £213,574
Weighted average number of shares 19,175,000 16,000,000
Earnings per share (expressed as pence per share) (0.49) (1.33)
12. CASH AND CASH EQUIVALENTS
2021 2020
£ £
Cash at bank equivalents 182,974 28,465
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
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 2020 16,000,000 160,000
New shares issued on 09 March 2021 3,175,000 31,750
At 31 December 2021 19,175,000 191,750
During the year, the company issued 3,175,000 new ordinary shares of £0.01
each in the capital of the Company at an issue price of £0.0625 each to two
new investors. A total of £198,437.50 has been received as subscription fund
for these new issued shares which resulted additional share premium of
£166,688 being recognized in the share capital.
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.
The company also proposed to 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 Andrews, 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.
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 2021 consisted of
equity attributable to the equity holders of the Company, totalling £162,697
(2020: £57,515).
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.
The remuneration of the Directors, the key management personnel of the
Company, is set out in note 8.
16. SUBSEQUENT EVENTS
On 17th November 2021, the Company announced that it had signed non-legally
binding heads of terms to acquire BOLT Global Limited ("BOLT GLOBAL"). Since
that date, the Company has been undertaking extensive legal and financial due
diligence on BOLT GLOBAL. The Company is preparing a prospectus in connection
with the deal.
Enquiries
Golden Rock Global plc
Ross Andrews, Chairman
+44 (0) 1534 733 401
www.grglondon.com
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