Final Results

RNS Number : 4891C

Golden Rock Global PLC

18 April 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

For Immediate Release

18 April 2017

Golden Rock Global plc

("Golden Rock" or the "Company")

Final Results

The Board is pleased to present the results of the Company for the year ended 31 December 2016.

CHAIRMAN'S STATEMENT

It is a pleasure to announce the inaugural annual results for the Company. These results cover the period from incorporation on 17 June 2016 until the 31 December 2016. The most significant event during the period was the Company's admission to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange's Main Market at the end of October 2016 and the raising of £1.6 million by way of a placing of new shares.

Since listing, the Board has been mindful of preserving shareholder funds and to ensure the running costs of the Company are kept to a manageable level. As such, I am pleased to report that at 31 December 2016, the Company had cash balances totalling £1.4m cash (31 March 2017: £1,233,826 cash).

Since listing, the Board has fine-tuned the criteria for target companies operating in the Fintech sector and can be summarised as follows:

·      Location preferably Europe;

·    Activities - cross-border payments, blockchain, peer to peer lending platforms, crowd funding platforms, Fintech and FX trading;

·      Strong executive management team in place; and

·      Valuation size in the £20m to £30m range

The Board will however consider opportunities that do not satisfy all the above criteria.

The Board has received a number of enquiries from potential target companies and are in the process of reviewing these, however it believes that the identification of a target company and the due diligence to be undertaken before making an offer takes time, although it remains hopeful of being able to conclude a suitable acquisition during the current financial period.

I would like to take this opportunity to welcome all our new shareholders and to thank you for your support. The Annual General Meeting will be held at 11am Bangkok local time on 13 May 2017 at InterContinental Bangkok, 973 Phloen Chit Rd, Krung Thep Maha Nakhon 10330, Thailand. I look forward to meeting shareholders.

Ross Andrews

Chairman

12 April 2017

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 and Risk Committee and a Remuneration and Nominations Committee. John Croft and Ross Andrews sit on both committees, with John Croft the chairman of the Audit and Risk Committee and Ross Andrews the chairman of the Remuneration and Nominations Committee.

In addition the Company entered into a relationship agreement on 25 October 2016 with shareholders who in aggregate account for 74% of the issued share capital to ensure the independence and management of the Company in relation to the day-to-day management, affairs and governance of the Company.

Leadership

The Board is currently comprised of:

Wei Chen                      Executive Director

Feng Chen                    Non-Independent Non-Executive Director

Bin Shi                          Non-Independent Non-Executive Director

Ross Andrews               Independent Non-Executive Director and Chairman

John Croft                     Independent Non-Executive Director

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 and 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 two 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 and Nominations Committee);

• Material acquisitions and disposal, 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 and Risk 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 considered all relevant matters within its remit, but focused in particular on the establishment of the Company, fund raising and the Standard Listing on the London Stock Exchange which it achieved in October 2016.

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 of 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 received 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.

Accountability (continued)

Going concern - The Directors, having made due careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations 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.

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 and Risk 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.

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 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 intends to issue its results promptly to individual shareholders and also publish them on the Company's website.

Annual General Meeting

At every AGM individual shareholders will be 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

12 April 2017

COMPANY INFORMATION

Directors

Wei Chen                      Appointed 17 June 2016

Feng Chen                    Appointed 17 June 2016

John Croft                     Appointed 14 October 2016

Ross Andrews               Appointed 14 October 2016

Bin Shi                          Appointed 14 October 2016

Company number        121560

Registered Office         11 Bath Street, St Helier, JE2 4ST, Jersey

Auditors                       Moore Stephens LLP

150 Aldersgate Street, London, EC1A 4AB

DIRECTORS' REPORT

The Directors present their report together with the audited financial statements for the period from incorporation (17 June 2016) to 31 December 2016. The Company is incorporated in Jersey.

Results and dividends

The results for the period are shown on page 10. The Directors do not recommend the payment of a dividend for the period.

Principal activity and future developments

The principal activity of the Company is to seek acquisition opportunities, initially focusing on the Fintech sector.

The Directors expect to continue with the Company's principal activity for the coming year.

Directors for re-election

John Croft and Ross Andrews propose for re-election at the AGM.

Directors' Confirmation

Each of the Directors who are a Director at the time when the report is approved confirms that:

(a)  so far as each Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

(b)  each Director has taken all the steps that ought to have been taken as a Director, in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.

By Order of the Board

Wei Chen

Director

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Jersey Company law requires the directors to prepare financial statements for each financial period.  Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

●	select suitable accounting policies and then apply them consistently;
●	make judgments and estimates that are reasonable and prudent;
●	state whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union; and
●	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991.  They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INDEPENDENT AUDITOR'S REPORT

Opinion

We have audited the financial statements of Golden Rock Global Rock plc (the "Company") for the period ended 31 December 2016 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRS") as adopted by the European Union.

In our opinion, the financial statements:

·     give a true and fair view of the state of the Company's affairs as at 31 December 2016 and of its loss for the period then ended;

·      have been properly prepared in accordance with IFRS as adopted by the European Union;

·      have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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, and we have fulfilled our 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 audit opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in which the ISAs (UK) require us to report to you where:

·      the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate, or

·      the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit matters

Key audit matters are those matters that, in our professional judgement, are of most significance in audits of the financial statements for the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified, including those which have the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.  Such matters are addressed in the context of an audit of the financial statements as a whole, and in forming the opinion thereon, a separate opinion on these matters is not provided.

On 20 October 2016 the Company completed its admission to the Official List (by way of Standard Listing) and commenced trading on the London Stock Exchange's Main Market.  The listing raised £1.6 million by way of a placing of new shares.  The Company did not make any investments during the period and its activities were limited.  As a result no key audit matters were identified in relation to the Company's activity in the period.

Our application of materiality

We set certain thresholds for materiality. These helped us to determine the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

We determined the overall materiality for the financial statements to be £25,500. This is based on 7.5% of the loss before taxation and deemed appropriate in light of the Company's limited activity in the period ended 31 December 2016. We agreed with the Audit and Risk Committee that we would report misstatements identified during our audit above £1,275.

An overview of the scope of our audit

We considered the risk of the financial statements being misstated and/or not being prepared in accordance with the underlying legislation. We then directed our work toward areas of the financial statements which could contain material misstatements. We selected a sample of those transactions or balances for examination. The level of testing we carried out was based on our assessment of risk.

We also documented and reviewed the Company's systems, primarily to confirm that they form an adequate basis for the preparation of the financial statements, but also to identify the controls operated to ensure the completeness and accuracy of the data. 

Apart from testing and examining information using a substantive approach, non-sampling substantive techniques to the extent considered necessary were also used to provide us with a reasonable basis to draw conclusions. These procedures gave us the evidence that we need for our opinion on the Company's financial statements as a whole. 

 

Other information

The directors are responsible for the other information.  The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Jersey Law 1991 requires us to report to you if, in our opinion:

·      proper accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

·      the Company 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 directors' responsibilities Statement set out on page 6, 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 form 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 ISA (UK) will always detect a material misstatement when it exists.  Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Mark Ayres

For and on behalf of Moore Stephens LLP

Charter Accountants and Recognised Auditor

150 Aldersgate Street

London

EC1A 4AB

Date: 12 April 2017

STATEMENT OF COMPREHENSIVE INCOME For the period from incorporation on 17 June 2016 to 31 December 2016
	Note		Period ended 31 December 2016 £
Revenue			-
Administrative expenses			(340,351)
Operating loss			(340,351)
Finance income			29
Loss before taxation			(340,322)
Taxation	10		-
Total comprehensive loss attributable to equity holders of the Company for the period			(340,322)
Loss per share - basic and diluted (pence per share)	11		5.81

The notes on pages 14 to 20 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION As at 31 December 2016
					Note				31 December 2016 £
Assets
Current assets
Prepayments									1,955
Cash and cash equivalents					12				1,454,083
Total current assets									1,456,038
Total assets									1,456,038
Equity and liabilities
Capital and reserves
Ordinary shares					14				160,000
Share premium					14				1,439,100
Accumulated losses									(340,322)
Total equity									1,258,778
Liabilities
Current liabilities
Accruals									46,625
Amounts due to shareholders					13				150,635
Total current liabilities									197,260
Total equity and liabilities									1,456,038
These financial statements were approval by the Board of Directors for issue on 12 April 2017 and signed on behalf by: WEI CHEN Executive Director The notes on pages 14 to 20 form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
		Note	Share capital	Share premium			Accumulated losses				Total equity
			£	£			£				£
Issue of shares on incorporation                              14			100	-			-				100
Total comprehensive loss for the financial period			-	-			(340,322)				(340,322)
Proceeds from shares issued on 20 October 2016		14	159,900	1,439,100			-				1,599,000
Balance at 31 December 2016			160,000	1,439,100			(340,322)				1,258,778
The notes on pages 14 to 20 form an integral part of these financial statements.

STATEMENT OF CASH FLOWS
			2016 £
Cash flows from operating activities
Operating loss			(340,351)
Foreign exchange gain			2,984
Increase in receivables			(1,955)
Increase in payables			46,625
Net cash used in operating activities			(292,697)
Cash flows from investing activities
Interest received			29
Net cash generated from investing activities			29
Cash flows from financing activities
Proceeds from issue of ordinary shares			1,599,100
Proceeds from borrowing			150,635
Net cash generated from financing activities			1,749,735
Net increase in cash and cash equivalents			1,457,067
Cash and cash equivalents at beginning of the period			-
Foreign exchange movement			(2,984)
Cash and cash equivalents at end of the period			1,454,083
The notes on pages 14 to 20 form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

1.   GENERAL INFORMATION

The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.

The Company's registered office is located at 11 Bath Street, St Helier, JE2 4ST, Jersey.

2.   PRINCIPAL ACTIVITIES

The principal activity of the Company is to seek acquisition opportunities, initially focusing on the Fintech sector.

3.   RECENT ACCOUNTING PRONOUNCEMENT 

a) New interpretations and revised standards effective for the year ended 31 December 2016

The Company has adopted the new interpretations and revised standards effective for the year ended 31 December 2016. The adoption of these interpretations and revised standards had no material impact on the disclosures and presentation of the financial statements.

   b)  Standards and interpretations in issue but not yet effective

A number of new standards and amendments to existing standards have been issued, but are not effective for the year ended 31 December 2016. The Directors do not anticipate that the adoption of these revised standards and interpretations will have a significant impact on the figures included in the financial statements in the period of initial application other than the following:

IFRS 9: Financial Instruments

The standard makes substantial changes to the measurement of financial assets and financial liabilities. There will only be three categories of financial assets whereby financial assets are recognised at either fair value through profit and loss, fair value through other comprehensive income or measured at amortised cost. On adoption of the standard, the Company will have to re-determine the classification of its financial assets based on the business model for each category of financial asset.  This is not considered likely to give rise to any significant adjustments other than the re-categorisation.

The principal change to the measurement of financial assets measured at amortised cost or fair value through other comprehensive income is that impairments will be recognised on an expected loss basis compared to the current incurred loss approach. As such, where there are expected to be credit losses these are recognised in profit or loss. For financial assets measured at amortised cost the carrying amount of the asset is reduced for the loss allowance. For financial assets measured at fair value through other comprehensive income the loss allowance is recognised in other comprehensive income and does not reduce the carrying amount of the financial asset.

Most financial liabilities will continue to be carried at amortised cost, however, some financial liabilities will be required to be measured at fair value through profit or loss, for example derivative financial instruments, with changes in the liabilities' credit risk recognised in other comprehensive income. 

The standard is effective for periods beginning on or after 1 January 2018.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

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 under the historic cost convention.

The financial information is presented in Pounds Sterling (£), which is the Company's functional and presentational currency.

No comparative figures have been presented as the financial information covers the period from incorporation of the Company on 17 June 2016 to 31 December 2016.

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 and 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 and loss.

c) Financial instruments

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Impairment of financial assets

An assessment for impairment is undertaken when there is objective evidence that a financial asset is impaired. Impairment loss on financial assets is recognised when there is objective evidence that the Company will not be able to collect all the amounts due to it in accordance with the original terms of the receivables. The amount of the impairment loss is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

Financial liabilities

The Company's financial liabilities include amounts due to shareholders and other payables and accruals. Financial liabilities are recognised when the Company becomes a party to the contractual provision of the instrument. All financial liabilities are recognised initially at their fair value, net of transaction costs, and subsequently measured at amortised cost, using the effective interest method, unless the effect of discounting would be insignificant, in which case they are stated at cost.

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

4.   ACCOUNTING POLICIES (CONT'D)

d) 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.

e) Earnings per share

Basic earnings per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares during the period plus the dilutive effect of dilutive potential ordinary 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:

			2016
			£
	Financial assets
	Loans and receivables (including cash and cash equivalents)		1,454,083
	Financial liabilities
	Financial liabilities at amortised cost		150,635

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

6.   FINANCIAL RISK MANAGEMENT (CONT'D)

b) Financial risk management objectives and policies.

The Company is exposed to a variety of financial risks: market risk (including interest rate risk and 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)          Interest rate risks

All cash holdings and cash equivalents are held in accounts with variable rates.

ii)          Currency risks

The Company is exposed to exchange rate fluctuations as transactions are undertaken denominated in foreign currencies.

At 31 December 2016, the Company had £1,251,711 cash and cash equivalents in a Hong Kong Dollar account. At 31 December 2016, had the exchange rate between the Pound Sterling and the Hong Kong Dollar increased/decreased by 10%, the effect on the result in the period would be a gain of £114,000 / loss of £114,000.

iii)         Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit allowances are made for estimated losses that have been incurred by the reporting date.

Concentrations of credit risk exist to the extent that the Company's cash balances were all held with China Merchants Bank. Per Standard & Poor's, the Short Term Foreign / Local Currency Deposit Rating is A-2.

iv)         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.

The Company's financial liabilities are primarily amounts due to shareholders. The amounts are unsecured,   interest-free and repayable on demand.

7.   SEGMENT REPORTING

IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess performance and determine the allocation of resources. The Board of Directors are of the opinion that under IFRS 8 the Company has only one operating segment. The Board of Directors assess the performance of the operating segment using financial information which is measured and presented in a manner consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Company's business over the next reporting period.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

8.   STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

					2016
					£
Key management emoluments
Remuneration					21,138
The annual remuneration of the key management was as follows, with no other cash or non-cash benefits.
					£
Executive Directors
Wei Chen					3,125
Non-executive Directors
Ross Andrews					6,416
John Croft					5,347
Feng Chen					3,125
Bin Shi					3,125
					21,138

                 Included within accruals is £13,958, which relates to unpaid directors remuneration.

9.   AUDITORS' REMUNERATION
	The following remuneration was received by the Company's auditors:
				2016
				£
	Remuneration receivable for auditing the accounts		17,000

10.  TAXATION

The Company is incorporated in Jersey, and its activities are subject to taxation at a rate of 0%.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

11.  EARNINGS PER SHARE

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

There is no difference between the basic and diluted earnings per share, as the Company has no potential ordinary shares.

			Period ended 31 December 2016
Loss attributable to ordinary shareholders			340,322
Weighted average number of shares			5,854,061
Earnings per share (expressed as pence per share)			5.81

12.  CASH AND CASH EQUIVALENTS

		2016
		£
Cash at bank equivalents		1,454,083
Cash at bank earns interest at floating rates based on daily bank deposit rates.

13.  AMOUNTS DUE TO SHAREHOLDERS

		2016
		£
Shareholders' loan		150,635
The shareholders' loan as at 31 December 2016 is unsecured, interest free and repayable on demand.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2016

14.  SHARE CAPITAL

		Number of shares	Nominal value      £
	Authorised
	Ordinary shares of GBP 0.01 each	48,000,000	480,000
	Issued and fully paid
	On incorporation	100	100
	Subdivided share capital	9,900	-
		10,000	100
	Issue of shares upon placing	15,990,000	159,900
	At 31 December 2016	16,000,000	160,000

The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 and was authorised to issue 10,000 shares of £1 each. The total issued shares on incorporation were 100 shares of £1 each.

On 19 October 2016, it was resolved to subdivide the Company's share capital by a ratio of 1:100, so that the shares had a nominal value of £0.01 per share. It was also resolved to increase the authorised share capital from 1,000,000 share of £0.01 each to 48,000,000 shares of £0.01 each.

On 20 October 2016, a total of 15,990,000 ordinary shares of £0.01 each were issued by way of placing with institutional and other investors at a placing price of £0.10 per placing share for cash consideration £1,599,000 on the Main market of the London Stock Exchange. The excess of the placing price over the par value of the shares issued was credited to the share premium account.

The issued shares have nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital.

15.  CAPITAL MANAGEMENT

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between debt and equity.

The capital structure of the Company as at 31 December 2016 consisted of shareholders' loans of £150,635 (see note 13) and equity attributable to the equity holders of the Company, totalling £1,258,778 (disclosed in the statement of changes in equity).

The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Company will balance its overall capital structure through the payment of dividends, new share issues and the issue of new debt or the repayment of existing debt.

16.  RELATED PARTY TRANSACTIONS

The remuneration of the Directors, the key management personnel of the Company, is set out in note 8.

As at 31 December 2016, there is a balance due to the shareholders of £150,635 (see note 13).

**ENDS**

Enquiries

Golden Rock Global plc

Ross Andrews, Chairman                                                                                   [phone]

VSA Capital Limited (Financial Adviser & Corporate Broker)

Andrew Raca, Head of Corporate Finance                                                            [phone]

 

END

 

 

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