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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Golden Rock Global Plc | LSE:GCG | London | Ordinary Share | JE00BYZT0R68 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 3.05 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 172k | -166k | -0.0072 | -4.24 | 700.74k |
From May 2019 to May 2024
TIDMGCG
RNS Number : 3759M
Golden Rock Global PLC
27 April 2018
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
27 April 2018
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 2017.
CHAIRMAN'S STATEMENT
It is a pleasure to announce the annual results for the Company for the year ended 31 December 2017. This is my second Chairman's statement since the Company raised GBP1.6m by way of a placing and its shares were admitted 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. During the year 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'm pleased to report that at 31 December 2017, the Company had GBP960,858 cash (31 December 2016: GBP1.4m cash). The net loss for the year was GBP365,845 (31 December 2016 was GBP340,322).
This time last year, I reported that the Board were hopeful of being able to conclude a suitable acquisition during 2017. However, whilst the Board has reviewed a number of potential target companies, these opportunities to date have not met satisfactorily with its acquisition criteria. The Board remains focused on finding a suitable acquisition, which meets its acquisition criteria being:
-- 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 GBP20m to GBP30m range.
The Board has and will continue to consider opportunities that do not satisfy all the above criteria.
I would like to take this opportunity to thank shareholders for their support.
The Annual General Meeting will be held at 11am Los Angeles local time on 19 July 2018 at InterContinental Los Angeles Downtown, 900 Wilshire Blvd, Los Angeles, CA 90017, USA and I look forward to meeting shareholders.
Ross Andrews
Chairman
26 April 2018
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 Andrew chairs Remuneration and Nominations committee. Both committee members were thoroughly re-eleced at 2016 Annual Meeting. 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 terms and conditions of appointment of the non-executive directors are available for inspection at the Company's registered office.
Role of the Board
The Board sets the Company's strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and monitoring the Company's affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company's core values and standards of business conduct and for ensuring that these, together with the Company's obligations to its stakeholders, are widely understood throughout the Company. The Board has a formal schedule of matters reserved which is detailed later in this report.
Board Meetings
The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. These meetings are timed to link to key events in the Company's corporate calendar. Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Company's operations. In the period under review the Board met on 4 occasions.
Matters reserved specifically for Board
The Board has a formal schedule of matters reserved that can only be decided by the Board.
The key matters reserved are the consideration and approval of;
-- The Company's overall strategy; -- Financial statements and dividend policy;
-- Management structure including succession planning, appointments and remuneration (supported by the Remuneration Committee);
-- Material acquisitions and 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 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.
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 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.
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations and has the ability to access additional financing, if required, over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
Internal controls - The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirements of the QCA Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers internal financial and operational controls, compliances and risk management. The Company had necessary procedures in place for the period under review and up to the date of approval of the Annual Report and Accounts. The Directors acknowledge their responsibility for the Company's system of internal controls and for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Company. A risk assessment for each project is carried out by the Directors before making any commitments.
The Audit Committee has responsibility for monitoring the Company's financial reporting. Given the size of the Company and the relative simplicity of the systems, the Board considers that there is no current requirement for an internal audit function. The procedures that have been established to provide internal financial controls are considered appropriate for a company of its size and include controls over expenditure, regular reconciliations and management accounts.
Provision of non-audit services is considered by the Audit Committee. The Audit Committee has considered the use of external accounting service providers for non-audit services, and all of the current providers have been retained and considered appropriate.
During the year Moore Stephens LLP received fees set out in Note 9 to the Financail Statements. In addition to acting as auditors, for which they received fees of GBP17,000, they also provided review of interim reporting services to the Company for which they received fees of GBP2,500. Those services represented audit related services, where the work involved was closely related to the work performed in the audit. The Audit Committee, after due consideration, consider the threats to auditor objectivity and independence, by providing this additional service, as insignificant.
The Remuneration and Nominations Committee has responsibility for agreeing the remuneration policy for senior executives and for the review of the composition and balance of the Board.
Model Code
The Directors have voluntarily adopted the Model Code for directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will not have the authority to (and will not) monitor the Company's voluntary compliance with the Model Code, nor to impose sanctions in respect of any failure by the Company to so comply.
Shareholder relations, communication and dialogue
Open and transparent communication with shareholders is given high priority and the Directors are available to meet with shareholders who have specific interests or concerns. The Company issues its results to shareholders and also 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 M Andrews,
Chairman,
26 April 2018
COMPANY INFORMATION
Directors
Wei Chen
Feng Chen
John Croft
Ross Andrews
Bin Shi
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 year ended 31 December 2017. The Company is incorporated in Jersey.
Results and dividends
The results for the period are shown on page 11. The directors do not recommend the payment of a dividend for the period (2016: Nil).
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' 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:
Hot Features
Premium
-- 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 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.
INDEPENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Golden Rock Global plc (the "Company") for the year ended 31 December 2017 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 2017 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.
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 GBP27,400. 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 2017. We agreed with the Audit Committee that we would report misstatements identified during our audit above GBP1,370.
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 Statement of Directors' Responsibilities set out on page 7, 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
Chartered Accountants and Recognised Auditor
150 Aldersgate Street
London
EC1A 4AB
Date: 26 April 2018
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017
Period
Year Ended from 17/06/2016
31/12/2017 to 31/12/2016
Note GBP GBP
Revenue - -
Administrative expenses
(120,434) (301,239)
* Professional fees 8 (100,000) (21,137)
(109,890) 2,984
(35,635) (20,959)
* Directorship fees
* Foreign exchange (loss)/gain
* Other expenses
------------- -----------------
Operating loss (365,959) (340,351)
Finance income 114 29
-------------
Loss before taxation (365,845) (340,322)
Taxation 10 - -
------------- -----------------
Total comprehensive
loss for the year/
period (365,845) (340,322)
------------- -----------------
Loss per share -
basic and diluted
(pence per share) 11 2.29 5.81
The notes on pages 15 to 21 form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
Note 31/12/2017 31/12/2016
GBP GBP
Assets
Current assets
Prepayments 24,775 1,955
Cash and cash equivalents 12 960,858 1,454,083
-------------- -----------
Total current assets 985,633 1,456,038
-------------- -----------
Total assets 985,633 1,456,038
-------------- -----------
Equity and liabilities
Capital and reserves
Ordinary shares 14 160,000 160,000
Share premium 14 1,439,100 1,439,100
Accumulated losses (706,167) (340,322)
-------------- -----------
Total equity 892,933 1,258,778
-------------- -----------
Liabilities
Current liabilities
Accruals 75,875 46,625
Amounts due to shareholders 13 16,825 150,635
--------------
Total current liabilities 92,700 197,260
-------------- -----------
Total equity and liabilities 985,633 1,456,038
-------------- -----------
These financial statements were approved by the
Board of Directors for issue on 25 April 2018
and signed on behalf by:
WEI CHEN
Executive Director
The notes on pages 15 to 21 form an integral part
of these financial statements.
STATEMENT OF CHANGES IN EQUITY
Note Share Share Accumulated Total
capital premium losses equity
GBP GBP GBP GBP
Issue of shares
on
incorporation
14 100 - - 100
Total comprehensive
loss for the
financial
period - - (340,322) (340,322)
Proceeds from
shares issued 14 159,900 1,439,100 - 1,599,000
Balance at 31
December 2016 160,000 1,439,100 (340,322) 1,258,778
Total comprehensive
loss for the financial
year - - (365,845) (365,845)
Balance at 31
December 2017 160,000 1,439,100 (706,167) 892,933
--------- ---------- ------------ ------------
The notes on pages 15 to 21 form an integral
part of these financial statements.
STATEMENT OF CASH FLOWS
Year Ended Period from
31/12/2017 17/06/2016
GBP to
31/12/2016
GBP
Cash flows from operating
activities
Operating loss (365,959) (340,351)
Foreign exchange loss 109,890 2,984
Increase in receivables (22,820) (1,955)
Increase in payables 29,250 46,625
--------------- --------------
Net cash used in operating
activities (249,639) (292,697)
--------------- --------------
Cash flows from investing
activities
Interest received 114 29
--------------- --------------
Net cash generated from
investing activities 114 29
--------------- --------------
Cash flows from financing
activities
Proceeds from issue
of ordinary shares - 1,599,100
Proceeds from borrowings 4,628 150,635
Repayment of borrowings (138,438) -
--------------- --------------
Net cash (used in)/generated
from financing activities (133,810) 1,749,735
--------------- --------------
Net (decrease)/increase
in cash and cash equivalents (383,336) 1,457,067
Cash and cash equivalents 1,454,083 -
at beginning of the
year
Foreign exchange movement (109,890) (2,984)
--------------- --------------
Cash and cash equivalents
at end of the year 960,858 1,454,083
--------------- --------------
The notes on pages 15 to 21 form an integral part
of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
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 2017
The Company has adopted the new interpretations and revised standards effective for the year ended 31 December 2017, such as amendments to IAS 7 Statement of Cash Flows. 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 2017. 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.
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. The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
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), which is the Company's functional and presentation currency.
b) Foreign currency translation
The financial statements of the Company are presented in the currency of the primary environment in which the Company operates (its functional currency).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
c) 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 YEARED 31 DECEMBER 2017
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:
2017 2016
GBP GBP
Financial assets
Loans and receivables (including
cash and cash equivalent) 960,858 1,454,083
----------
Financial liabilities
Financial liabilities at amortised
cost 92,700 197,260
-------- ----------
Cash at bank earns interest at floating
rates based on daily bank deposit rates.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
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 2017, the Company had GBP797,272 (2016: GBP1,251,711) cash and cash equivalents in a Hong Kong Dollar account. At 31 December 2017, 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 GBP72,000 / loss of GBP72,000 (2016: a gain of GBP114,000 / loss of GBP114,000).
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 held mainly 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, apart from accruals, are 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 YEARED 31 DECEMBER 2017
8. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Year ended Period
31/12/2017 from
17/06/2016
to
31/12/2016
GBP GBP
Key management emoluments
Remuneration 100,000 21,138
------------ ----------------
The annual remuneration of the key management
was as follows, with no other cash or non-cash
benefits.
GBP GBP
Executive Directors
Wei Chen 15,000 3,125
Non-executive Directors
Ross Andrews 30,000 6,416
John Croft 25,000 5,347
Feng Chen 15,000 3,125
Bin Shi 15,000 3,125
100,000 21,138
------------ ------------
Included within accruals is GBP54,375 (2016: GBP13,958), which relates to unpaid directors remuneration.
9. AUDITORS' REMUNERATION The following remuneration was
received by the Company's auditors:
Year Period
ended from
31/12/2017 17/06/2016
to
31/12/2016
GBP GBP
Remuneration receivable
for auditing the financial
statements
Remuneration received 17,000 17,000
for reviewing interim
financial statements 2,500 -
------------ ------------
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 YEARED 31 DECEMBER 2017
11. EARNINGS PER SHARE
The Company presents basic earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. No share options were in issue at the year end.
Year ended Period from
31 December 17 June 2016
2017 to
31 December
2016
Loss attributable
to ordinary
shareholders 365,845 340,322
Weighted average
number of
shares 16,000,000 5,854,061
Earnings per
share (expressed
as pence per
share) 2.29 5.81
12. CASH AND CASH EQUIVALENTS
2017 2016
GBP GBP
Cash at bank equivalents 960,858 1,454,083
------------ ----------
Cash at bank earns interest at floating
rates based on daily bank deposit rates.
13. AMOUNTS DUE TO SHAREHOLDERS
2017 2016
GBP GBP
Shareholders' loan 16,825 150,635
---------- ------------
The shareholders' loan as at 31 December 2017
is unsecured, interest free and repayable on
demand.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
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 15,990,000 159,900
----------- --------
At 31 December 2016 and 31 December
2017 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 GBP1 each. The total issued shares on incorporation were 100 shares of GBP1 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 GBP0.01 per share. It was also resolved to increase the authorised share capital from 1,000,000 share of GBP0.01 each to 48,000,000 shares of GBP0.01 each.
On 20 October 2016, a total of 15,990,000 ordinary shares of GBP0.01 each were issued by way of placing with institutional and other investors at a placing price of GBP0.10 per placing share for cash consideration GBP1,599,000 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 GBP0.01 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 2017 consisted of shareholders' loans of GBP16,825 (2016: GBP150,635) and equity attributable to the equity holders of the Company, totalling GBP892,933 (2016: GBP1,258,778).
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 2017, there is a balance due to the shareholders of GBP16,825 (2016: GBP150,635).
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UBAWRWVASURR
(END) Dow Jones Newswires
April 27, 2018 04:17 ET (08:17 GMT)
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