Half-year Report

CHAIRMAN'S STATEMENT

It is a pleasure to announce the unaudited condensed interim financial statements for the Company for the period ended 30 June 2021.  

As the Company is a non-trading entity the Board does not believe that COVID 19 will have a material impact on its financial position but will continue to keep the matter under review.

On behalf of the Board I thank shareholders for their continued support.

Ross Andrews

Chairman

Date: 27 September 2021

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors confirm, to the best of their knowledge, that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

·      An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·      Material related party transactions in the first six months and any material changes in the related party transactions described in the last Annual Report and Accounts.

The directors of Golden Rock Global plc are listed in the Golden Rock Global plc Annual Report and Accounts 2020. A list of current directors is maintained on the website:

http://www.grglondon.com

By Order of the Board

Wei Chen

Executive Director

Date: 27 September 2021

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

The notes on pages 7 to 13  form an integral part of these condensed financial statements.

FOR THE PERIOD ENDED 30 JUNE 2020

The notes on pages 7 to 13 form an integral part of these condensed financial statements.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

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, initially focusing on the Fintech sector.

3.   RECENT ACCOUNTING PRONOUNCEMENT 

a) New interpretations and revised standards effective for the period ended 30 June 2021

The Company has applied the same accounting policies and methods of computation in its interim financial statements as in its 2020 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2021, and will be adopted in the 2021 annual financial statements. New standards impacting the Company that will be adopted in the annual financial statements for the year ending 31 December 2021, and which have given rise to changes in the Company's accounting policies are:

•      Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2

The Phase 2 amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The amendments are effective for period beginning on or after 1 January 2021.

•      Amendments to IFRS 17 and IFRS 4, 'Insurance contracts' deferral of IFRS 9

These amendments defer the date of application of IFRS 17 by 2 years to 1 January 2023 and change the fixed date of the temporary exemption in IFRS 4 from applying IFRS 9, Financial instrument until 1 January 2023.The amendment is effective for annual reporting periods beginning on or after 1 January 2021.

   b)  Standards and interpretations in issue but not yet effective

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 31 December 2021 (the date on which the company's next annual financial statements will be prepared up to) that the Company has decided not to adopt early. The Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

4.   ACCOUNTING POLICIES

a) Basis of preparation

The condensed interim financial statements for the six months ended 30 June 2021 were approved by the Board of Directors on 27 September 2021. The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the European Union. The accounting policies applied by the company in these condensed interim financial statements are the same as those set out in the company's Annual Report and Accounts for the year ended 31 December 2020. No material new standards, amendments to standards or interpretations are effective in the period ended 30 June 2021.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors. The financial information for the year ended 31 December 2020 does not constitute the Company's statutory financial statements. The Company's statutory financial statements for that year have been filed with the Jersey Registrar of Companies and received an unqualified auditor's report.

The condensed interim financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future on the grounds that the Director will continue to financially support the company until such time has the business achieves financial viability. The company financial statements do not reflect any adjustments that would be required if they were to be prepared on a basis other than the going concern basis.

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

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

       4. ACCOUNTING POLICIES (CONT'D)

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.

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.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

6.   FINANCIAL RISK MANAGEMENT

a) Categories of financial instruments

The carrying amounts and fare value of the Company's financial assets and liabilities as at the end of the reporting year are as follows:

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

Most of cash holdings and cash equivalents are held in sterling as at 30 June 2021. The Company is not exposed to exchange rate fluctuations as transactions are undertaken denominated in foreign currencies.

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.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

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 and one geographic market in UK. 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.

8.   STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

During the period, the other directors have waived their accumulated accrued remunerations with a total amount of £127,500 which has been deducted from the Administrative Expenses.

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 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.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

EARNINGS PER SHARE (CONT'D)

11.  CASH AND CASH EQUIVALENTS

12.  SHARE CAPITAL

During the period, the company issued 3,175,000 new ordinary shares of £0.01 each in the capital of the Company at an issue price of £0.0625 each to two new investors. A total of £198,437.50 has been received as subscription fund for these new issued shares which resulted additional share premium of £166,688 being recognized in the share capital.

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

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

SHARE CAPITAL (CONT'D)

The company also proposed to constitute 4,055,000 warrants to subscribe for up to 4,055,000 new ordinary shares in the capital of the company.  1,587,500 warrants are granted to each of the two new investors and 880,000 warrants are granted to the Chairman and Mr Andrews, all at the exercise price of £0.0625 per ordinary share. These warrants are subject to the satisfaction of various conditions detailed in the warrant instrument and they are exercisable within 2-year period commencing on the date of the warrant instrument.

13.  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 30 June 2021 consisted of equity attributable to the equity holders of the Company, totalling £265,521 (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.

14.  RELATED PARTY TRANSACTIONS

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