TIDMGCG
RNS Number : 9334X
Golden Rock Global PLC
28 April 2023
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.
28 April 2023
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies
(Jersey) Law 1991 with registered number 121560)
Financial Statements
31 December 2022
CHAIRMAN'S STATEMENT
It is a pleasure to announce the audited results for the year
ended 31 December 2022.
Your Board realises that this has been a frustrating year for
shareholders and one that has been dominated by discussions with
Bolt Global Limited ("Bolt") regarding an acquisition by way of a
reverse takeover. Your Board committed a significant amount of time
and effort to these discussions over a prolonged period. However,
despite its best efforts, it became clear earlier this month that
the prospectus was unlikely to be completed and published within a
reasonable timeline. Not least Bolt would need to refresh its
financial information in the prospectus and undertake an audit for
the period ended 31 December 2022. Considering the timeframe this
process has taken to date, the cash position of the Company and
that the trading facility had been suspended for a prolonged period
of time, your Board decided it was in shareholders' best interests
to terminate discussions and allow the trading facility to be
restored with effect from 5 April 2023.
A second noteworthy event is that we entered an agreement to
raise GBP100,000 (gross) through the issue of a convertible loan
note to Wei Chen, a director, further details of which were
announced on 5 December 2022. This has been treated as a post
balance sheet event as the cash was drawn down after the year
end.
Turning to the results for the year. As a cash shell we had no
trading income, normal operating costs were modest mainly
comprising the regulatory costs of being a listed company. Cash at
the period end plus the receipt of the proceeds of the convertible
loan note was GBP134,335 post year end. It is important to note
that all professional costs in relation to the aborted acquisition
outstanding at the year-end (and those incurred since the year-end)
are the responsibility of Bolt.
You will note the audit opinion and the going concern statement
on pages 11 to 15 that the Company will need to raise cash during
the year. In this regard resolutions will be proposed at the Annual
General Meeting to provide the Company with the ability to raise
additional cash.
Your Board has now turned its attention to seek other
acquisition opportunities with a view to restoring shareholder
value and will provide updates at the appropriate time.
Finally, I know that shareholders will be, as the Board is,
hugely disappointed that the acquisition did not proceed. I take
this opportunity to thank you for your support.
Ross Andrews
Chairman
28 April 2023
CORPORATE GOVERNANCE REPORT
Introduction
There is no applicable regime of corporate governance to which
the directors of a Jersey company must adhere over and above the
general fiduciary duties and duties of care, skill and diligence
imposed on such directors under Jersey law. As a Jersey company and
a company with a Standard Listing, the Company is not required to
comply with the provisions of the UK Corporate Governance Code.
Nevertheless, the Directors are committed to maintaining high
standards of corporate governance and, so far as is practicable
given the Company's size and nature, have voluntarily adopted and
comply with the Quoted Companies Alliance Code ("QCA Code").
The Board has established two committees: An Audit committee and
a Remuneration and Nominations committee. John Croft chairs the
Audit committee whilst Ross Andrews chairs the Remuneration and
Nominations committee. Both committee members were elected in 2016.
In addition, the Company has a relationship agreement with
shareholders who in aggregate account for 38.38% of the issued
share capital, to ensure the independence and management of the
Company in relation to the day-to-day management, affairs and
governance of the Company.
Leadership
The terms and conditions of appointment of the non-executive
directors are available for inspection at the Company's registered
office.
Role of the Board
The Board sets the Company's strategy, ensuring that the
necessary resources are in place to achieve the agreed strategic
priorities, and reviews management and financial performance. It is
accountable to shareholders for the creation and delivery of
strong, sustainable financial performance and monitoring the
Company's affairs within a framework of controls which enable risk
to be assessed and managed effectively. The Board also has
responsibility for setting the Company's core values and standards
of business conduct and for ensuring that these, together with the
Company's obligations to its stakeholders, are widely understood
throughout the Company. The Board has a formal schedule of matters
reserved which is detailed later in this report.
Board Meetings
The core activities of the Board are carried out in scheduled
meetings of the Board and its Committees. These meetings are timed
to link to key events in the Company's corporate calendar. Outside
the scheduled meetings of the Board, the Directors maintain
frequent contact with each other to keep them fully briefed on the
Company's operations. In the period under review the Board met on 4
occasions.
Member's attendance record:
Meeting 1 Present: Ross Andrews, John Croft, Wei
Chen
Apologies:
Meeting 2 Present: Ross Andrews, John Croft, Wei
Chen
Apologies:
---------------------------------------
Meeting 3 Present: Ross Andrews, John Croft, Wei
Chen
Apologies:
---------------------------------------
Meeting 4 Present: Ross Andrews, John Croft
Apologies: Wei Chen
---------------------------------------
Matters reserved specifically for Board
The Board has a formal schedule of matters reserved that can
only be decided by the Board. The key matters reserved are the
consideration and approval of;
-- The Company's overall strategy;
-- Financial statements and dividend policy;
-- Management structure including succession planning,
appointments and remuneration (supported by the Remuneration
Committee);
-- Material acquisitions and disposals, material contracts,
major capital expenditure projects and budgets;
-- Capital structure, debt and equity financing and other matters;
-- Risk management and internal controls (supported by the Audit committee);
CORPORATE GOVERNANCE REPORT
(Continued)
-- The Company's corporate governance and compliance arrangements; and
-- Corporate policies.
Summary of the Board's work in the period
During the period under review, the Board, in addition to
monitoring the financial performance of the Company and ensuring
compliance with the listing rules, has spent considerable time
progressing the proposed acquisition of BOLT GLOBAL.
The Chairman sets the Board Agenda and ensures adequate time for
discussion.
The Non-executive Directors bring a broad range of business and
commercial experience to the Company and have a particular
responsibility to challenge independently and constructively the
performance of the Executive management (where appointed) and to
monitor the performance of the management team in the delivery of
the agreed objectives and targets. The Board considers Ross Andrews
and John Croft to be independent in character and judgement.
Non-executive Directors are initially appointed for a term of
two years, which may, subject to satisfactory performance and
re-election by shareholders, be extended by mutual agreement.
Experience of the Board
Wei Chen (executive director) has over 10 years of experience in
the financial services industry. He is an entrepreneur who has
invested in and operated businesses in the financial services and
fintech sectors, growing them organically and by acquisition. In
2013, Mr. Chen further expanded his business into the financial
segment focusing on Contracts for Difference through investments
into Australian Securities and Investments Commission regulated
companies. In 2016, Mr. Chen founded Golden Rock with his family
members. In 2021, Mr. Chen started a new software company in the
UK.
Ross Andrews (Independent Non-Executive Chairman) has over 30
years' experience as an investment banker and stockbroker to public
companies. He has wide sector and geographical experience and a
deep understanding of UK Corporate Governance regimes and complex
regulatory environments. He was a main board director of Zeus
Capital whilst the firm grow from a small corporate finance
advisory business in the North West of England to an established
investment banking operation based in London, Manchester and
Birmingham. Most recently he established Guild Financial Advisory,
a corporate finance advisory boutique. Ross is an experienced
chairman and non-executive director and is currently on the Board
of a number of businesses.
John Croft (Independent Non-Executive Director) is a
well-regarded Board Director with extensive experience of bringing
Corporate Governance disciplines to Boards of public and private
companies alike, having served also on numerous Board committees in
a recent career which has focussed particularly on international
companies in the Financial Services, Resources and TMT sectors.
John has extensive experience in Asia having served on Boards of
companies based in Malaysia, Hong Kong, China and Australia which
have been listed on the London Stock Exchange.
All the directors are actively involved in regulated entities
that provide up to date training.
Other governance matters
All the Directors are aware that independent professional advice
is available to each Director in order to properly discharge their
duties as a Director.
CORPORATE GOVERNANCE REPORT
(Continued)
Appointments
The Board is responsible for reviewing the structure, size and
composition of the Board and making recommendations to the Board
with regards to any required changes.
Commitments
All Directors have disclosed any significant commitments to the
Board and confirmed that they have sufficient time to discharge
their duties.
Induction
All new Directors receive an induction as soon as practical on
joining the Board.
Conflict of interest
A Director has a duty to avoid a situation in which he or she
has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the Company. The Board
had satisfied itself that there is no compromise to the
independence of those Directors who have appointments on the Boards
of, or relationships with, companies outside the Company. The Board
requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest.
Board performance and evaluation
The Company has a policy of appraising Board performance
annually. The Company has concluded that for a company of its
current scale, an internal process administered by the Board is
most appropriate at this stage.
Accountability
The Board is committed to providing shareholders with a clear
assessment of the Company's position and prospects. This is
achieved through this report and as required other periodic
financial and trading statements.
Going concern - The Company was formed to seek acquisition
opportunities in the Fintech sector.
It has been agreed that BOLT GLOBAL shall settle the costs and
expenses of Golden Rock Global's professional advisers incurred in
respect of the proposed transaction up until 5 April 2023, the date
that the Company announced it was no longer in discussions with
BOLT GLOBAL
The financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the directors have looked at a period of 12 months from the
date of approval of this report. Despite cash being received post
year end from the convertible loan note, the Company will need to
raise additional funds in order to meet its day-to-day working
capital requirements. The Directors are confident in their ability
to raise sufficient capital from new shareholders or if necessary,
obtain alternative sources of funding. Whilst the Directors
recognise that there is significant material uncertainty around
going concern as a result of the current economic uncertainty and
2022 trading results, the accounts have still been prepared on a
going concern basis, which is supported by confidence over the
ability to raise sufficient funds through the issue of further
equity should the need arise. (Note 4c). The Board refers
shareholders to the Auditor's Report on page 9 and in particular to
the paragraph headed Material uncertainty related to going
concern.
Internal controls - The Board of Directors reviews the
effectiveness of the Company's system of internal controls in line
with the requirements of the QCA Code. The internal control system
is designed to manage the risk of failure to achieve
its business objectives. This covers internal financial and
operational controls, compliances and risk management. The Company
had necessary procedures in place for the period under review and
up to the date of approval of the Annual Report and Accounts. The
Directors acknowledge their responsibility for the Company's system
of internal controls and
for reviewing its effectiveness. The Board confirms the need for
an ongoing process for identification, evaluation and management of
significant risks faced by the Company. A risk assessment for each
project is carried out by the Directors before making any
commitments.
The Audit Committee comprises John Croft (Chairman) and Ross
Andrews (member) has responsibility for monitoring the Company's
financial reporting. Given the size of the Company and the relative
simplicity of the systems, the Board considers that there is no
current requirement for an internal audit function. The procedures
that have been established
CORPORATE GOVERNANCE REPORT
(Continued)
to provide internal financial controls are considered
appropriate for a company of its size and include controls over
expenditure, regular reconciliations and management accounts.
Provision of non-audit services is considered by the Audit
Committee. The Audit Committee has considered the use of external
accounting service providers for non-audit services, and all the
current providers have been retained and considered
appropriate.
During the year the auditors received fees set out in Note 9 to
the Financial Statements.
In addition, PKF Littlejohn LLP acted as reporting accountant on
the proposed transaction with BOLT GLOBAL until discussions
terminated on 5 April 2023.
The Remuneration and Nominations Committees comprise Ross
Andrews (chair) and John Croft (member) and has responsibility for
agreeing the remuneration policy for senior executives and for the
review of the composition and balance of the Board.
Report of the Audit Committee
The Audit Committee has written terms of reference and provides
a mechanism through which the Board can maintain the integrity of
the financial statements of the Company and any formal
announcements relating to its financial performance; to review the
Company's internal financial controls and its internal control and
risk management systems; and to make recommendations to the Board
in relation to the appointment of the external auditor, their
remuneration both for audit and non-audit work, the nature, scope
and results of the audit and the cost effectiveness, independence
and objectivity of the auditors. Provision is made by the Audit
Committee to meet the auditors at least twice a year. The Group is
still at an early stage of its development and is reliant on the
Audit Committee to perform various reporting requirements
particularly with regards the preparation of supporting accounting
papers for audit purposes.
The Audit Committee reviewed, considered and agreed the scope
and methodology of the audit work to be undertaken by the external
auditors and fees and agreed the terms of engagement for the audit
of the financial statements for the year ended 31 December 2022.
PKF have completed the audit for the year ended 31 December 2022
and their appointment will be formally put before shareholders at
the next AGM. Significant matters considered by the Audit Committee
during the year included the independence of the auditor, scope and
methodology for the audit of the financial statements, in
particular determining the areas at greatest risk of material
misstatement (whether or not due to fraud or poor internal
controls). Following the Audit Committee's recommendation, the
Board considers the internal control system to be adequate for the
Company. The Audit Committee reviews the scope and scale of the
non-audit services undertaken by the auditors in order to ensure
that their independence and objectivity is safeguarded. The
Directors recognise the business will increase in complexity when
it undertakes a corporate transaction and they will review the
internal control system to ensure it responds to any change that
the appropriate time.
Report of the Remuneration Committee
The Remuneration Committee monitors the remuneration policies of
the Company to ensure that they are consistent with its business
objectives. Its terms of reference include the recommendation and
execution of policy on Director and executive management
remuneration and for reporting decisions made to the Board. The
Committee determines the individual remuneration package of the
Board.
The duties of the Committee are to:
-- determine and agree with the Board the framework or broad
policy for the remuneration of the each of the directors;
-- within the terms of the agreed policy, determine individual
remuneration packages;
-- determine the contractual terms on termination and individual
termination payments, ensuring that the duty of the individual to
mitigate loss is fully recognised;
-- in determining individual packages and arrangements, give due
regard to the comments and recommendations of the Listing
Rules;
CORPORATE GOVERNANCE REPORT
(Continued)
-- be told of and be given the chance to advise on any major
changes in employee benefit structures in the Company; and
The Company's Remuneration Policy is designed to provide
remuneration packages to motivate and retain high-calibre
individuals and new talent as required. The Committee takes into
account the principles of sound risk management when setting pay
and takes action to ensure that the remuneration structure and does
not encourage undue risk. The Remuneration Policy is unaudited.
Non-Executive Directors' fees
Purpose - core element of remuneration paid for fulfilling the
relevant role.
Operation - non-executive directors receive a basic fee, paid
monthly, in respect of their board duties. Non-executive directors
are not eligible for annual bonus or other benefits. Expenses
incurred directly in performance of non-executive duties for the
Company may be reimbursed or paid directly on their behalf.
Opportunity - current fee levels can be found in note 7 of the
financial statements. Fees are set at a level which is considered
appropriate to attract or retain non-executive directors of the
calibre required by the Company. Fee levels are normally set by
reference to amounts paid to non-executive directors serving on the
boards of similar sized UK-listed companies, taking into account
the size, responsibility and time commitment of the role.
The sole Executive Director waived his entitlement to fees
during the period.
Model Code
The Directors have voluntarily adopted the Model Code for
directors' dealings contained in the Listing Rules of the UK
Listing Authority. The Board will be responsible for taking all
proper and reasonable steps to ensure compliance with the Model
Code by the Directors.
Compliance with the Model Code is being undertaken on a
voluntary basis and the FCA will not have the authority to (and
will not) monitor the Company's voluntary compliance with the Model
Code, nor to impose sanctions in respect of any failure by the
Company to so comply.
Shareholder relations, communication and dialogue
Open and transparent communication with shareholders is given
high priority and the Directors are available to meet with
shareholders who have specific interests or concerns. The Company
issues its results to shareholders and publishes them on the
Company's website.
Annual General Meeting
At every AGM individual shareholders are given the opportunity
to put questions to the Chairman and to other members of the Board
that may be present. Notice of the AGM is sent to shareholders
before the meeting. Details of proxy votes for and against each
resolution, together with the votes withheld are announced to the
London Stock Exchange and are published on the Company's website as
soon as practical after the meeting.
Ross Andrews
Chairman
28 April 2023
COMPANY INFORMATION
Directors
Ross Andrews
Wei Chen
John Croft
Company secretary Bin Shi
Company number 121560
Registered office 11 Bath Street, St Helier, JE4 8UT, Jersey
Legal advisers to the Company as to English law:
Locke Lord
201 Bishopsgate, Spitalfields, London EC2M 3AB
United Kingdom
Legal advisers to the Company as to Jersey Islands law:
Ogier
44 Esplanade, St Helier JE4 9WG
Jersey
Auditors:
PKF Littlejohn LLP
15 Westferry Circus, Canary Wharf, London, E14 4HD
Registrar:
Link Market Services (Jersey) Limited
12 Castle Street, St Helier JE2 3RT
Jersey
Principal bankers:
Barclays Bank UK PLC
1 Churchill Place
London
E14 5HP
Company website:
https://www.grglondon.com
DIRECTORS' REPORT
The directors present their report together with the audited
financial statements for the year ended 31 December 2022. The
Company is incorporated in Jersey.
Results and dividends
The results for the period are set out in the financial
statements. The directors do not recommend the payment of a
dividend for the period (2021: Nil).
Principal activity and future developments
The principal activity of the Company is to seek acquisition
opportunities, initially focusing on the fintech sector. As
announced on 17 November 2021 the Company entered into non-legally
binding heads of terms to acquire the entire issued share capital
of Bolt Global Limited. On 5 April 2023 the Company announced that
it had ceased discussions with Bolt Global.
Directors' interests in shares and contracts
Directors' interests in the shares of the Company at the date of
this report are disclosed below. There are no requirements for
Directors to hold shares in the Company.
Director Ordinary Shares % held
held
-------------- ---------------- -------
Ross Andrews - -
Wei Chen 3,680,000* 19.19
John Croft - -
*held by Ms Hui Zhou, wife of Mr Wei Chen
Substantial interests
Feng Chen 3,680,000* 19.19
GSB Banking Group 4,480,000 23.36
* Feng Chen is a brother of Mr Wei Chen
Directors' Confirmation
Each of the directors who are a director at the time when the
report is approved confirms that:
(a) so far as each director is aware, there is no relevant audit
information of which the Company's auditors are unaware and;
(b) The director has taken all the steps that ought to have been
taken as a director, in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Events after the reporting period
(a) In December 2022, the Company announced that it had entered
into an agreement for a 12% unsecured convertible loan note
instrument limited to an aggregate principal amount of GBP100,000.
This loan was fully drawn down on 10 January 2023.
(b) As announced on 17 November 2021 the Company entered into
non-legally binding heads of terms to acquire the entire issued
share capital of Bolt Global Limited. On 5 April 2023 the Company
announced that it had ceased discussions with Bolt Global.
By Order of the Board
Wei Chen
Director
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the directors'
report and the financial statements in accordance with applicable
law and regulations.
Jersey Company law requires the directors to prepare financial
statements for each financial period. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards as endorsed by European
Union (IFRS endorsed by EU). Under company law the directors must
not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that
period.
In preparing these financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether the financial statements have been prepared in
accordance with IFRS endorsed by EU ; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The maintenance and integrity of the Group's website is the
responsibility of the Directors; the work carried out by the
auditors does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website. Legislation in Jersey governing the
preparation and dissemination of the accounts and the other
information included in annual reports may di er from legislation
in other jurisdictions.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF GOLDEN ROCK GLOBAL
PLC
Opinion
We have audited the financial statements of Golden Rock Global
Plc (the 'company') for the year ended 31 December 2022 which
comprise the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and EU-endorsed IFRS.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2022 and of its loss for the year then
ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards as adopted by the EU ('IFRS');
and
-- have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 4c) to the financial statements which
states that the Company's ability to continue as a going concern is
dependent on the ability to raise further funding in the coming 12
months. As stated in note 4c), these events or conditions, along
with the other matters as set forth in note 4c), indicate that a
material uncertainty exists that may cast significant doubt on the
company's ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting included
the following;
-- Reviewed managements forecasts for the 12 month period from
the expected date of sign-off and challenged the inputs relating to
expenses forecast and injection of cashflow including expected
expenses to be incurred;
-- Verified the post year end receipt of funds from the issue of the convertible loan note; and
-- Enquired with management of any post year end events that
would cause significant doubt on the company's ability to continue
as a going concern.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of
materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures.
The materiality for the financial statements as a whole was set
at GBP8,500 (2021: GBP4,600), based on a benchmark of 5% of loss
before tax. Loss before tax was used as the basis for calculating
materiality as the company is loss making due to the fact that the
company is a shell and expenditure focus is key to investors.
Performance materiality was calculated at GBP6,800 (2021: GBP3,680)
or 80% of materiality for the financial statements as a whole. We
have set the performance materiality at 80% of the overall
financial statements materiality to reflect the risk associated
with the financial statements based on our experience of prior year
audits.
We have agreed with the audit committee that we would report any
individual audit difference in excess of GBP425 (2021: GBP230) as
well as differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality, as above, and
assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas involving significant
accounting estimates and judgements by the directors, such as going
concern assumption, and considered future events that are
inherently uncertain. We also addressed the risk of management
override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of
material misstatements due to fraud. The company's key accounting
function is based in the United Kingdom and our audit was performed
remotely with regular contact with the company throughout.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Other income and professional
fee expenses recognition
===========================================
Under ISA (UK) 240, there is a Our work in this area included:
rebuttable presumption that revenue Updating our understanding of the
recognition is a significant fraud information system and related
risk. However, during the year controls relevant to recognition
there was no revenue recognised of other income and expenses..
in the financial statements but Substantive transactional testing
we identified a risk in respect of other income and professional
of the recognition of other income fees recognised in the financial
and recognition of corresponding statements,
expenses against the income. Reviewing the contract terms and
conditions and ensuring that conditions
In the prior year there was an set out have been met for the other
agreement was made between Golden income to be recognised; Confirmed
Rock Global (GRG) management and the treatment of the other income
a third party, whereby the third and professional fees is in accordance
party will reimburse the professional with the terms of the accounting
fees relating to the acquisition standards; and
by the Company of the third party. Reviewed of post year-end invoices
The fees required to be reimbursed and payments to ensure completeness
by are recorded as professional of professional fees recorded in
expenses in the Company's books the accounting period.
and also as other income. Other income has been appropriately
recorded within the financial statements.
There is a risk relating to the
complete recognition of such other
income and expenses in GRG financial
statements. We have considered
it as a key audit matter due to
its quantum and also being new
in the period.
===========================================
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report(8) . Our
opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law 1991 requires us to
report to you if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the company and the sector in
which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through
discussion with management and audit committee industry research
and our cumulative knowledge and experience of the sector, and
including obtaining and reviewing supporting documentation,
concerning the company's policies and procedures relating to:
o identifying, evaluating and complying with laws and
regulations and whether they were aware of any instance of
non-compliance;
o detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged fraud;
and
o the internal controls established to mitigate risks related to
fraud or non-compliance with laws and regulations.
-- We determined the principal laws and regulations relevant to
the company in this regard to be those arising from the Companies
(Jersey) Law 1991, Listing Rules, and relevant tax legislation,
rules applicable to issuers on LSE standard List Main Market,
including the FCA Listing Rules and the Disclosure Guidance and
Transparency Rules.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the company with those laws and regulations. These procedures
included, but were not limited to:
o Discussion with management and audit committee regarding
compliance with laws and regulations by the company.
o Review board minutes; and
o Review of regulatory news announcements made throughout and
post year end.
o Obtain an understanding of the legal and regulatory frameworks
that the company operates in, focusing on those laws and
regulations that had a direct effect on the financial statements.
The key laws and regulation we considered in this context included
the Companies (Jersey) Law 1991, Listing Rules, and relevant tax
legislation.
-- We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, that apart from
the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that there is no other fraud risk
to consider.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with our engagement letter dated 8 April 2022 audit.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer (Engagement Partner) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
28 April 2023
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Year Ended Year Ended
31/12/2022 31/12/2021
GBP GBP
Note
Administrative expenses
(257,892) (149,304)
* Professional fees 7 (55,000) 80,958
(25,429) (24,910)
* Directorship fees
* Other expenses
--------------------- ------------
Total Administrative expenses (338,321) (93,256)
Other Income 172,415 -
Finance income - -
--------------------- ------------
Loss before income tax (165,906) (93,256)
Taxation 9 - -
--------------------- ------------
Loss and Total comprehensive
income for the year (165,906) (93,256)
--------------------- ------------
Earnings per share
Loss from continuing operations
- basic and diluted (pence per
share) 10 (0.87) (0.49)
The notes on pages 20 to 27 form an integral part of these
financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Note 31/12/2022 31/12/2021
GBP GBP
Assets
Current assets
Other Receivables 11 107,085 5,336
Cash and cash equivalents 12 34,335 182,974
----------------- ------------
Total current assets 141,420 188,310
----------------- ------------
Total assets 141,420 188,310
----------------- ------------
Equity and liabilities
Capital and reserves
Ordinary shares 14 191,750 191,750
Share premium 1,605,788 1,605,788
Accumulated losses (1,800,747) (1,634,841)
----------------- ------------
Total equity (3,209) 162,697
----------------- ------------
Liabilities
Current liabilities
Trade creditors 13 101,102 2,613
Accruals 13 43,527 23,000
Total current liabilities 144,629 25,613
----------------- ------------
Total equity and liabilities 141,420 188,310
----------------- ------------
These financial statements were approval by the Board of
Directors for issue on ...28/04/2023...... and signed on
behalf by:
WEI CHEN
Executive Director
The notes on pages 20 to 27 form an integral part of these
financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Note Share Share premium Accumulated Total
capital losses equity
GBP GBP GBP GBP
Balance at 01 January
2021 160,000 1,439,100 (1,541,585) 57,515
Loss and Total comprehensive
income for the year 31,750 166,688 (93,256) 105,182
Balance at 31 December
2021 14 191,750 1,605,788 (1,634,841) 162,697
Loss and Total comprehensive
income for the year - - (165,906) (165,906)
Balance at 31 December
2022 14 191,750 1,605,788 (1,800,747) (3,209)
--------- -------------- ------------ ----------
The notes on pages 20 to 27 form an integral part of these
financial statements.
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2022
31/12/2022 31/12/2021
GBP GBP
Cash flows from operating
activities
Loss before tax (165,906) (93,256)
(Increase) / Decrease in receivables (101,749) 171,464
Decrease / (Increase) in payables 119,016 (122,137)
--------------- -------------
Net cash used in operating
activities (148,639) (43,929)
--------------- -------------
Cash flows from financing
activities
Net proceeds from issue of
ordinary shares - 198.438
--------------- -------------
Cash flows from financing
activities - 198.438
--------------- -------------
Net (decrease) / increase
in cash and cash equivalents (148,639) 154,509
Cash and cash equivalents at
beginning of the year 182,974 28,465
Cash and cash equivalents
at end of the year 34,335 182,974
--------------- -------------
The notes on pages 20 to 27 form an integral part of these
financial statements.
No net debt reconciliation as the Company has no debt.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a
public company limited by shares on 17 June 2016 under the
Companies (Jersey) Law 1991, as amended, with the name Golden Rock
Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St
Helier, JE4 8UT, Jersey.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition
opportunities, focusing on the Financial and Technology sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
There are a number of standards and interpretations which have
been issued by the International Accounting Standards Board that
are effective for the year ended 31 December 2022:
Applied in 2022:
IFRS Particular Effective
Date
Amendments to IFRS Reference to the Conceptual Framework 1st January
3 2022
-------------------------------------- ------------
Amendments to IAS Cost of Fulfilling a Contract 1st January
37 Framework 2022
-------------------------------------- ------------
Amendments to IAS Property, Plant and Equipment: 1st January
16 Proceeds before Intended Use 2022
-------------------------------------- ------------
Not yet effective:
IFRS Particular Effective
Date
Amendments to IAS Classification of Liabilities 1st January
1 as Current or Non-current 2023
--------------------------------------- ----------------------
Amendments to IAS Definition of Accounting Estimates 1st January
8 2023
--------------------------------------- ----------------------
Amendments to IAS Deferred Tax Related to Assets
12 and Liabilities arising from 1st January
a Single Transaction 2023
--------------------------------------- ----------------------
Amendments to IFRS Sale or Contribution of Assets Deferred indefinitely
10 and IAS 28 between an Investor and its Associate by amendments
or Joint Venture made in December
2015
--------------------------------------- ----------------------
Amendments to IFRS Insurance Contracts 1st January
17 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.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4. ACCOUNTING POLICIES (CONT'D)
c) Going Concern
The financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the directors have looked at a period of 12 months from the
date of approval of this report. Despite cash being received post
year end from the convertible loan note, the Company will need to
raise additional funds in order to meet its day-to-day working
capital requirements. The Directors are confident in their ability
to raise sufficient capital from new shareholders or if necessary,
obtain alternative sources of funding. Whilst the Directors
recognise that there is significant material uncertainty around
going concern as a result of the current economic uncertainty and
2022 trading results, the accounts have still been prepared on a
going concern basis, which is supported by confidence over the
ability to raise sufficient funds through the issue of further
equity should the need arise. The Board refers shareholders to the
Auditor's Report on page 11 and in particular to the paragraph
headed Material uncertainty related to going concern.
d) Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
1) the asset is held within a business model whose objective is
to collect contractual cash flows; and
2) the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
1) the rights to receive cash flows from the asset have expired, or
2) the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b) has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4. ACCOUNTING POLICIES (CONT'D)
d) Financial instruments
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected lifetime
credit losses. Therefore, at every reporting date, provision for
losses regarding a financial instrument is measured at an amount
equal to the expected credit losses over its lifetime without
monitoring changes in credit risk. To measure expected credit
losses, trade receivables and contract assets have been grouped
based on shared risk characteristics.
e) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
on call with banks and other short term (having maturity within 3
months) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant
risk of changes in value.
f) Share capital
Financial instruments issued by the Company are classified as
equity only to the extent that they do not meet the definition of a
financial liability or financial asset.
The Company's ordinary shares are classified as equity
instruments.
g) Earnings per share
Basic earnings per share is computed using the weighted average
number of shares outstanding during the year.
h) Other income
Other income includes professional fees payable by a third party
in respect of the aborted reverse take-over transaction and are
recognised based on an agreement with the third party to pay
invoiced professional fees associated with the aborted
transaction..
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.
It is the Directors' view that, other than the material
uncertainty related to going concern, there are no significant
areas of estimation, uncertainty and critical judgements in
applying accounting policies that have significant effect on the
amount recognised in the financial information for the period.
6. FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments
The carrying amounts of the Company 's f inancial assets and
liabilities as at the end of the reporting year are as follows:
2022 2021
GBP GBP
Financial assets at amortised cost
Cash and cash equivalent 34,335 182,974
Other receivables 107,085 5,336
Total: 141,420 188,310
Financial liabilities at amortised cost
Trade creditors 101,102 2,613
Accruals 43,527 23,000
-------- ----------
Total: 144,629 25,613
-------- ----------
Cash at bank earns interest at floating rates based
on daily bank deposit rates.
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market
risk (including currency risk), credit risk and liquidity risk. The
risk management policies employed by the Company to manage these
risks are discussed below. The primary objectives of the financial
risk management function are to establish risk limits, and then
ensure that exposure to risk stays within these limits. The
operational and legal risk management functions are intended to
ensure proper functioning of internal policies and procedures to
minimise operational and legal risks.
i) Market risk
Market risk is not material.
ii) Credit risk
Credit risk refers to the risk that 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. The maximum exposure is
GBP141,420 as on 31 December 2022.
iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation. All financial
liabilities currently have a short payment times between 0 and 30
days, therefore no further analysis has been provided.
6. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess 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
being one operating segment that is the entire company, being a
cash shell seeking investment opportunities. 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.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
7. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Year ended Year ended
31/12/2022 31/12/2021
GBP GBP
Key management emoluments
Remuneration (55,000) 80,958
--------------- -------------------
The annual remuneration of the key management was as follows,
with no other cash or non-cash benefits. All amounts are short-term
in nature.
GBP GBP
Executive Directors
Wei Chen - -
Non-executive Directors
Directors fees charged for the
year
Ross Andrews (30,000) (25,625)
John Croft (25,000) (20,917)
Directors fees waived during the
year
Wei Chen - 37,500
Feng Chen (Resigned) - 45,000
Bin Shi (Resigned) - 45,000
--------------- ---------------
(55,000) 80,958
--------------- ---------------
In 2021, the other directors have waived their accumulated
accrued remunerations with a total amount of GBP127,500 which was
deducted from the Administrative Expenses.
8. AUDITORS' REMUNERATION
The following remuneration was received by the Company's auditors: Year ended Year ended
31/12/2022 31/12/2021
GBP GBP
Remuneration receivable for auditing
the financial statements for 22,500 17,500
the auditors
Non-audit service fees 46,400 -
9. TAXATION
The Company is incorporated in Jersey, and its activities are
subject to taxation at a rate of 0%.
10. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share
information for its ordinary shares. Basic earnings per share are
calculated by dividing the profit attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit
attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
Year ended Year ended31 December
31 December 2021
2022
Loss attributable
to ordinary shareholders GBP165,906 GBP93,256
Weighted average
number of shares 19,175,000 19,175,000
Earnings per
share (expressed
as pence per
share) (0.87) (0.49)
11. TRADE AND OTHER RECEIVABLES
2022 2021
GBP GBP
Other receivables 107,085 5,336
--------- ----------
Other receivables include the professional fees payable by a
third party in respect of the aborted reverse take-over
transaction.
12. CASH AND CASH EQUIVALENTS
2022 2021
GBP GBP
Cash at bank equivalents 34,335 182,974
-------- ----------
Cash at bank earns interest at floating rates based on daily
bank deposit rates.
13. TRADE AND OTHER PAYABLES
2022 2021
GBP GBP
Trade creditors 101,102 2,613
Accruals 43,527 23,000
--------- ----------
Accruals and other payables 144,629 25,613
--------- ----------
Trade creditors and Accruals include professional fees and
payable by a third party in respect of the aborted reverse
take-over transaction.
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
14. SHARE CAPITAL
Number 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 19,165,000 191,650
----------- --------
At 31 December 2021 19,175,000 191,750
At 31 December 2022 19,175,000 191,750
=========== ========
The issued shares have nominal value of each share of GBP0.01
and are fully paid. There are no restrictions on the distribution
of dividends and the repayment of capital .
In 23 February 2021, the company issued warrant certificates to
certain parties. Constitute 4,055,000 warrants to subscribe for up
to 4,055,000 new ordinary shares in the capital of the company.
1,587,500 warrants are granted to each of the two new investors and
880,000 warrants are granted to the Chairman and Mr Croft, all at
the exercise price of 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. The number
of warrants exercisable as on 31 December 2022 is 4,055,000.
15. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the ret ur n to
shareholders through the optimisation of the balance between debt
and equity.
The Company reviews the capital structure on an on-going basis.
As part of this review, the directors consider the cost of capital
and the risks associated with each class of capital. The Company
will balance its overall capital s tr ucture through the payment of
dividends, new share issues and the issue of new debt or the
repayment of existing debt.
The Company entered into an agreement to issue a GBP100,000
convertible loan note instrument on 2 December 2022 and the loan
was fully drawn down on 10 January 2023.
16. RELATED PARTY TRANSACTIONS
There is no ultimate controlling party.
The remuneration of the Directors, the key management personnel
of the Company, is set out in note 7.
On 5 December 2022, the Company entered into a c onvertible loan
note agreement with Wei Chen, a director, for aggregate gross
proceeds of GBP100,000, and the loan was fully drawn down on 10
January 2023.
17. SUBSEQUENT EVENTS
(a) In December 2022, the Company announced that it had entered
into an agreement for a 12% unsecured convertible loan note
instrument limited to an aggregate principal amount of GBP100,000.
This loan was fully drawn down on 10 January 2023.
(b) As announced on 17 November 2021 the Company entered into
non-legally binding heads of terms to acquire the entire issued
share capital of Bolt Global Limited. On 5 April 2023 the Company
announced that it had ceased discussions with Bolt Global.
Enquiries
Golden Rock Global plc
Ross Andrews, Chairman
+44 (0) 1534 733 401
www.grglondon.com
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END
FR NKFBDQBKDCQB
(END) Dow Jones Newswires
April 28, 2023 10:29 ET (14:29 GMT)
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