TIDMGCG
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
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 di er from legislation
in other jurisdictions.
IDEPENT 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 GBP4,600 (2020: GBP10,700), 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 GBP3,680 (2020: GBP8,560)
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 GBP230 (2020: GBP535) 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
G oing Concern
=======================================================================
The Company is a cash shell and Our work in this area included:
does not yet generate any revenue, * Reviewing managements forecasts for the 12 month
is reliant on raising cash through period from the expected date of sign-off and
equity raises and requires a minimum challenged the inputs therein;
amount of liquid resources to manage
its listed status. In addition,
the Company is currently undertaking * Considering the ability of the Directors to fund any
a transaction for which costs will shortfall;
be incurred. As result there is
the risk that Company is not a
going concern and it is not appropriate * Obtaining support from the Directors that they would
to prepare the financial statements waive their fees if required;
on that basis.
* 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 .
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 Year Ended
31/12/2021 31/12/2020
GBP GBP
Note
Revenue - -
Administrative expenses
(149,304) (126,855)
* Professional fees 8 80,958 (96,375)
0 11,753
(24,910) (2,101)
* Directorship fees
* Foreign exchange gain
* 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
GBP GBP
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 YEARED 31 DECEMBER 2021
Note Share Share premium Accumulated Total
capital losses equity
GBP GBP GBP GBP
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 YEARED 31 DECEMBER 2021
31/12/2021 31/12/2020
GBP GBP
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 198.438 -
ordinary shares
---------------- -------------
Cash flows from financing 198,438 -
activities
---------------- -------------
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 YEARED 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 (GBP)
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 f inancial assets and
liabilities as at the end of the reporting year are as follows:
2021 2020
GBP GBP
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 counterp ar ty 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 perfo rm
ance 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 perfo rm
ance of the operating segment using financial information which is
measured and presented in a m ann er consistent with that in the
Financial Statements. Segmental reporting will be 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 Year ended
31/12/2021 31/12/2020
GBP GBP
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.
GBP GBP
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 GBP127,500
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 Year ended
31/12/2021 31/12/2020
GBP GBP
Remuneration receivable for auditing
the financial statements for
the auditors 17,500 15,750
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
31 December 2020
2021
Loss attributable GBP93,256 GBP213,574
to ordinary shareholders
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
GBP GBP
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 Nominal
of shares value
GBP
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 GBP0.01 each in the capital of the Company at an issue
price of GBP0.0625 each to two new investors. A total of
GBP198,437.50 has been received as subscription fund for these new
issued shares which resulted additional share premium of GBP166,688
being recognized in the share capital.
The issued shares have nominal value of each share of GBP0.01
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 GBP0.0625 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 ret ur n 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 a ttr ibutable to the equity holders of the
Company, totalling GBP162,697 (2020: GBP57,515).
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 s tr ucture 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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END
FR UOORRUVUNAAR
(END) Dow Jones Newswires
June 14, 2022 02:00 ET (06:00 GMT)
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