Jade Road Investments : 2022 Annual Results English version

Jade Road Investments Limited

Annual Report 2022

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	Page
Contents
Company Information	3
Company Description & Investing Policy	4
Chairman's Statement	7
Biographies of Directors and Senior Management	17
Directors' Report	19
Corporate Governance Statement	25
Independent Auditor's Report to the Members of Jade Road Investments Limited	35
Consolidated Statement of Comprehensive Income	43
Consolidated Statement of Changes in Equity	44
Consolidated Cash Flow Statement	46
Notes to the Financial Statements	47

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Company Information

Directors	Depositary Interest Registrars
Mr. John Croft	Computer Investor Services PLC
-	Executive Chairman	The Pavilions
Hugh Viscount Trenchard	Bridgwater Road
-	Non-executive Director	Bristol BS99 6ZY
Dr. Lee George Lam
-	Non-executive Director	Registered Agent
Mr. Stuart Crocker	Conyers Trust Company (BVI) Limited
-	Non-executive Director	Commence House, Wickhams Cay 1
		PO Box 3140
Investment Manager	Road Town, Tortola
Harmony Capital Investors Limited	British Virgin Islands VG1110
Intertrust Corporate Services (Cayman)
Limited, 190 Elgin Avenue, George Town	Nominated Adviser
Grand Cayman KY1-9005 Cayman Islands	WH Ireland Limited
		24 Martin Lane
Key Personnel of Investment Manager	London EC4R 0DR
Harmony Capital Investors Limited
Mr. Suresh Withana	Broker
-	Co-founder, Managing Partner	Hybridan LLP
		1 Poultry,
Registered Office	London
Commence House, Wickhams Cay 1	EC2R 8EJ
PO Box 3140
Road Town, Tortola	Auditors
British Virgin Islands VG1110	PKF Littlejohn LLP
		15 Westferry Circus
Company Secretary	London E14 4HD
Conyers Trust Company (BVI) Limited
Commence House, Wickhams Cay 1	Legal Advisers
PO Box 3140	Locke Lord (UK) LLP
Road Town, Tortola,	Second Floor
British Virgin Islands VG1110	201 Bishopsgate
		London EC2M 3AB
Principal Place of Business
29/F, Infinitus Plaza	Conyers Dill & Pearman
199 Des Voeux Road Central, Hong Kong	Romasco Place, Wickhams Cay 1
		PO Box 3140
Registrars	Road Town, Tortola
Computershare Investor Services (BVI)	British Virgin Islands VG1110
Limited, Woodbourne Hall PO Box 3162 Road
Town, Tortola, British Virgin Islands	Website
		www.jaderoadinvestments.com

Stock Code

AIM: JADE

Frankfurt: 1CP1

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Company Description & Investing Policy

Jade Road Investments Limited ("Jade Road" or the "Company") is focused on providing growth capital and financing to emerging and established Small and Medium Enterprises ("SMEs") worldwide, well-diversified by national geographies, instruments and asset classes. This vital segment of the economy is underserved by the traditional banking industry and capital markets due to regulatory and structural reasons. The Company is now more globally focused and aims to provide shareholders with attractive uncorrelated risk-adjusted returns over the short and longer-term from a diversified portfolio of investments. Jade Road Investments Limited is an investment company holding portfolio investments while Harmony Capital Investors Limited acts as its external Investment Manager.

Our common stock is publicly traded on the Alternative Investment Market ("AIM") market of the London Stock Exchange, under the ticker symbol "JADE". The Board of Jade Road Investments works together with Harmony Capital Investors Limited ("Harmony Capital") to execute our investment strategy. Ultimate authority for investment decisions vests with the Board.

Investing Policy

The Directors believe that there is an excellent long-term opportunity to provide financing, primarily backed by real assets, with a primary focus on income-production and a secondary focus on capital gains. The Directors believe that by investing in asset-backed assets that are income-generating, the Company will be provided with more certainty when predicting future cash flows, thus allowing it to plan an appropriate dividend policy in due course. It is believed that this will allow for the optimal delivery of shareholder value in the form of the payment of a safe, consistent dividend yield at an attractive spread to other yielding options, while growing the underlying capital base of the Company.

In order to take advantage of this opportunity and to deliver this shareholder value, the Company requires an updated Investing Policy that will permit it to take advantage of the best risk-adjusted investments globally, provided the majority of them are asset-backed and/or income producing and backed by legal jurisdictions that the Directors are comfortable with and provide a safe underpinning to allow for the Company to earn its return and recoup its investment as per the terms of the financing that it agrees to.

Moreover, given the long-term nature of the Company's investment horizon, the Directors believe that an updated Investing Policy should enable the Company to navigate changes in

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the relative attractiveness of various financing opportunities through varying economic cycles and geopolitical shifts.

Finally, and most importantly, the Board expects the Company's investment portfolio to be repositioned over time such that it generates both income and capital gains.

In order to facilitate the Company's strategic objectives, the Company approved the Resolution to amend the Investing Policy to the following:

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.

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