Jade Road Investments : 2023 Annual Result English Version

Jade Road Investments Limited

Annual Report 2023

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Page

Contents
Company Information	3
Company Description	4
Chairman's Statement	6
Biographies of Directors and Senior Management	9
Directors' Report	11
Corporate Governance Statement	17
Independent Auditor's Report to the Members of Jade Road Investments Limited	28
Consolidated Statement of Comprehensive Income	36
Consolidated Statement of Changes in Equity	37
Consolidated Statement of Financial Position…………………………………………………………….38
Consolidated Cash Flow Statement	39
Notes to the Financial Statements	40

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Company Information

Directors	Limited, Woodbourne Hall PO Box 3162 Road
Mr. John Croft	Town, Tortola, British Virgin Islands

• Executive Chairman Hugh Viscount Trenchard
• Non-executiveDirector Dr. Lee George Lam

-	Non-executive Director	Depositary Interest Registrars
Mr. Stuart Crocker	Computer Investor Services PLC
-	Non-executive Director	The Pavilions
		Bridgwater Road
Investment Manager	Bristol BS99 6ZY
Heirloom Investment Management LLC
Burj Khalifa, Unit 3605	Registered Agent
Dubai, UAE	Conyers Trust Company (BVI) Limited
		Commence House, Wickhams Cay 1
		PO Box 3140
Key Personnel of Investment Manager	Road Town, Tortola
Heirloom Investment Management	British Virgin Islands VG1110
Geoff Dover
Chief Investment Officer	Nominated Adviser
		WH Ireland Limited
		24 Martin Lane
Registered Office	London EC4R 0DR
Commence House, Wickhams Cay 1
PO Box 3140	Broker
Road Town, Tortola	Hybridan LLP
British Virgin Islands VG1110	1 Poultry,
		London
Company Secretary	EC2R 8EJ
Conyers Trust Company (BVI) Limited
Commence House, Wickhams Cay 1	Auditors
PO Box 3140	PKF Littlejohn LLP
Road Town, Tortola,	15 Westferry Circus
British Virgin Islands VG1110	London E14 4HD
Principal Place of Business
20/F, Infinitus Plaza	Website
199 Des Voeux Road Central, Hong Kong	www.jaderoadinvestments.com
Registrars	Stock Code
Computershare Investor Services (BVI)	AIM: JADE
		Frankfurt: 1CP1

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Company Description

Jade Road Investments Limited ("Jade Road" or the "Company") was previously focused on providing growth capital and financing to emerging and established Small and Medium Enterprises ("SMEs") worldwide. However the Company recently disposed of its entire asset portfolio and is now seeking to raise new capital to invest in and/or acquire a business via a Reverse Take Over (RTO).

Our common stock is publicly traded on the Alternative Investment Market ("AIM") market of the London Stock Exchange, under the ticker symbol "JADE".

Investing Policy

1. The Company has an indefinite life, is sector agnostic and is targeting assets in any class which will produce income returns, with a secondary focus on capital gains over time for its Shareholders.
2. The Company will seek the best risk-adjusted returns globally, with a preference for investments governed by legal systems that the Company understands and believes to be reliable.
3. The Company may invest directly into listed securities, over-the-counter traded securities, currencies, companies, real assets, contractual obligations, or commodities ("Direct Financings").
4. The Company may provide financing to entities, becoming a lender to, or a limited partner or shareholder of, an affiliated or third party which itself has a strategy to invest in underlying listed securities, over-the-counter traded securities, currencies, companies, real assets, contractual obligations or commodities ("Indirect Financings").
5. The Company shall ensure that at the time of entering into a Direct Financing, it shall represent not more than 30% of the Company's net asset value immediately following the relevant transaction. There is no limit on the number of investments the Company may take.
6. The Company shall ensure that at the time of entering into an Indirect Financing, no underlying asset of the indirectly financed entity shall represent more than 30% of the Company's net asset value immediately following the relevant transaction.
7. There is no restriction on the duration the Company will hold any investment nor any restriction on the time for the Company to make its investments in such assets.

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1. The Company will pursue a predominantly passive management strategy. However, on a case by case basis, it may consider securing additional governance rights such as observer or board appointments where the situation or asset dictates such additional oversight.
2. The Company may utilise gearing when appropriate. The Company will continue to exercise prudence in determining whether prevailing market conditions and investor expectations warrant the utilisation of any leverage over its portfolio.
3. The Company will consider issuing its own shares as consideration for interests in other companies but such cross holdings will be limited to 20 per cent. of the Company's issued shares in aggregate from time to time.

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Chairman's Statement

In the second half of 2023 your Board took the decision to restructure the Company by disposing of all of its legacy Asian assets and transferring them to a separate privately held company Eastern Champion Limited (SPV) whose shareholders would be a mirror of the shareholders in JADE, whereby shareholders in JADE would receive an equivalent number of shares in the SPV.

The main reason for taking this action is that the Company's share price has never remotely reflected the full value of the assets, and therefore the benefit of them remaining part of a publicly quoted company became minimal. The other key benefit of moving the assets to the SPV is that the costs of managing the assets has been radically reduced which in turn will increase the net proceeds from asset sales. Details of all aspects of the transfer were provided in the Shareholder Circular dated 8 April 2024 https://www.londonstockexchange.com/news-article/JADE/posting-of-circular-and-notice-of-agm/16413017

An important element of the restructuring is that the Company's debt of $3.6m represented by the Corporate Bond has also been transferred to the SPV. Additionally, debt amounting to US$670k owing to the Company's former Investment Manager Harmony Capital has also been transferred to the SPV.

Shareholders and Bondholders voted in favour of the above restructuring on May 1, 2024 and over December 2023 respectively.

In April 2024, prior to completion of the restructuring, the Company announced the sale of Future Metal Holdings Ltd. the largest asset by value in the Company's portfolio to a local Chinese buyer. The gross sale proceeds amounting to the equivalent of approximately US$ 5.5m have been lodged with the Company's Chinese lawyers in escrow pending completion

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of a number of formalities required to obtain approval for the proceeds to be remitted offshore. The net proceeds are anticipated to be sufficient to repay the Corporate Bonds in full, whilst the timing to complete this process remains uncertain. Sale proceeds from this transaction will accrue to the SPV following the restructuring.

Following the restructuring outlined above, JADE effectively becomes a shell company in search of a potential acquisition via a Reverse Take Over (RTO) or an alternative investment platform with new principals.

Discussions are ongoing with a number of potential acquisition targets. Further details of any such putative transactions will be provided in due course.

I would like to take this opportunity to thank the Company's Shareholders and Bondholders for their support in achieving this successful restructuring which provides an opportunity for the Company to pursue a different and hopefully more value enhancing future.

John Croft

28 June 2024

Chairman of the Board

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Portfolio at 31 December 2023

Principal assets	Effective	Instrument type	Valuation at 31	Credit income	Credit investment	Equity investment/	Fair value	Transfer to	Valuation at
	interest		December 2022	US$ million	US$ million	other movement	adjustment US$	investments	31 December
	%		US$ million			US$ million	million	available for sale	2023
									US$ million
Fook Lam Moon Holdings	-	Convertible Bond	-	0.5	-	-	(0.5)	-	-
Future Metal Holdings Limited	84.8	Structured Equity	5.3	0.6	-	-	(1.6)	(4.3)	-
Meize Energy Industrial Holdings		Redeemable convertible
Ltd	6.3	preference shares	8.8	-	-	-	(8.8)	-	-
DocDoc Pte Ltd	-	Convertible Bond	2.8	0.2	-	-	(3.0)	-	-
Infinity Capital Group	-	Secured Loan Notes	1.4	0.3	-	-	(1.7)	-	-
Infinity TNP	40	Equity	-	-	-	-	-	-	-
Project Nicklaus	-		1.8	-	-	(0.1)	(1.7)	-	-
Heirloom Investment Fund and
Heirloom Litigation Funding			-	-	0.8	(0.3)		-	0.5
Investments available for sale			-	-	-	-	-	4.3	4.3
Corporate debt	-		(3.9)	-	-	0.1	-	-	(3.8)
Other liabilities	-		(1.4)	-	-	0.4	-	-	(1.0)
Cash			0.3	-	-	(0.2)	-	-	0.1
Total Net Asset Value			15.1	1.6	0.8	(0.1)	(17.3)	-	0.1

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Biographies of Directors and Senior Management

Board of Directors

Mr. John Croft, Executive Chairman

John Croft is an experienced Chairman, non-executive Director and executive with a successful international career in the technology and financial services sectors.

He is also a non-executive Director at Aura Renewable Acquisitions PLC and Golden Rock Global PLC, both Special Acquisitions Companies (SPACs) quoted on the Standard List of the London Stock Exchange and is also a non-executive Director at Brazilian Nickel PLC. He has previously held senior Director level positions in Racal Electronics and NCR Corporation, following an early career in banking with HSBC and Citibank.

Hugh Viscount Trenchard, Non-executive Director

Viscount Trenchard began his career as an investment banker at Kleinwort Benson in 1973. He has more than 40 years' experience of Japanese business, including 12 years as a resident of Japan. He ran Kleinwort Benson's East Asian operations for 15 years and was later Head of Japanese Investment Banking for Robert Fleming & Co. Limited, before working with Mizuho International plc from 2007 to 2014. He served as a Senior Adviser for Japan and Korea to Prudential Financial, Inc. from 2002 to 2008. Lord Trenchard is a member of the House of Lords and a Vice-Chairman of the British-Japanese Parliamentary Group.

Mr. Charles Stuart Crocker, Non-executive Director

In 1975 Stuart graduated from the Royal Military Academy Sandhurst and served for ten years in the United Kingdom, Northern Ireland and Germany. His second career began in 1985 in Private Banking, primarily with Merrill Lynch and HSBC in London, Geneva, and Dubai. Latterly he was CEO HSBC Private Bank UAE and Oman, and he was concurrently the SEO for HSBC in the Dubai International Financial Centre (DIFC). He was finally the Global Head Private Banking Group for Abu Dhabi Islamic Bank.

During his career Stuart has accumulated multiple banking and finance qualifications and has studied at Manchester Business School, Insead and Duke. Stuart retired from banking in 2013 and has subsequently held Non-Executive Chairman, NED, and Trustee appointments in public and private companies and charities across a variety of industry sectors. He was admitted into the Freedom of the City of London in 2006 as a "Citizen and International Banker of London" and was "progressed" as a Liveryman of the Worshipful Company of

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International Bankers in June 2022.

Dr. Lee George Lam, Non-executive Director

Dr. Lam is Chair of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network (ESBN), Vice Chairman of Pacific Basin Economic Council (PBEC), Chairman of the Permanent Commission on Economic and Financial Issues of the World Union of Small and Medium Enterprises (WUSME), and a member of the Belt and Road and Greater Bay Area Committee of the Hong Kong Trade Development Council. A former member of the Hong Kong Bar, Dr. Lam is a Solicitor of the High Court of Hong Kong, an Accredited Mediator of the Centre for Effective Dispute Resolution (CEDR), a Fellow of Certified Management Accountants (CMA) Australia, the Hong Kong Institute of Arbitrators and the Hong Kong Institute of Directors, an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management and the University of Hong Kong School of Professional and Continuing Education, an International Affiliate of the Hong Kong Institute of Certified Public Accountants, and a Distinguished Fellow of the Hong Kong Innovative Technology Development Association.

Key Personnel of the Investment Manager, Heirloom Investment Management

LLC

Mr. Geoff Dover is the founder and President of Heirloom Family Office, and the President and Chief Investment Officer of Heirloom Investment Management LLC, a regulated investment management firm that offers other family offices the opportunity to co-invest in investments made by Heirloom Family Office. He has over 25 years' experience of fundamentals-based investment expertise across asset classes with a particular expertise in originating, evaluating, structuring and executing on unique alternative investments.

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