Jade Road Investments Limited
Annual Report 2021
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Contents
Page | |
Company Information | 3 |
Company Description and Investing Policy | 4 |
Chairman's Statement | 6 |
Biographies of Directors and Senior Management | 15 |
Directors' Report | 17 |
Corporate Governance Statement | 22 |
Independent Auditor's Report | 32 |
Consolidated Statement of Comprehensive Income | 38 |
Consolidated Statement of Changes in Equity | 39 |
Consolidated Statement of Financial Position | 40 |
Consolidated Cash Flow Statement | 41 |
Notes to the Financial Statements | 43 |
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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 |
Mr. John Batchelor | PO Box 3140 | |
- | Non-executive Director | Road Town, Tortola |
British Virgin Islands VG1110 | ||
Investment Manager | ||
Harmony Capital Investors Limited | Nominated Adviser | |
Intertrust Corporate Services (Cayman) | WH Ireland Limited | |
Limited, 190 Elgin Avenue, George Town | 24 Martin Lane | |
Grand Cayman KY1-9005 Cayman Islands | London EC4R 0DR | |
Key Personnel of Investment Manager | Broker | |
Harmony Capital Investors Limited | Hybridan LLP | |
Mr. Suresh Withana | 1 Poultry, | |
- | Co-founder, Managing Partner | London |
EC2R 8EJ | ||
Registered Office | ||
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 | |
Company Secretary | Legal Advisers | |
Conyers Trust Company (BVI) Limited | Locke Lord (UK) LLP | |
Commence House, Wickhams Cay 1 | Second Floor | |
PO Box 3140 | 201 Bishopsgate | |
Road Town, Tortola, | London EC2M 3AB | |
British Virgin Islands VG1110 | ||
Conyers Dill & Pearman | ||
Principal Place of Business | Romasco Place, Wickhams Cay 1 | |
29/F, Infinitus Plaza | PO Box 3140 | |
199 Des Voeux Road Central, Hong Kong | Road Town, Tortola | |
British Virgin Islands VG1110 | ||
Registrars | ||
Computershare Investor Services (BVI) | Website | |
Limited, Woodbourne Hall PO Box 3162 Road | www.jaderoadinvestments.com | |
Town, Tortola, British Virgin Islands | ||
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") throughout Asia, 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 focused on providing shareholders with attractive uncorrelated risk-adjusted returns over the short and longer-term from a diversified portfolio of pan-Asian 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 Investment Manager of the Company has the flexibility to invest across Asia, across sectors and across the capital structure of companies. Furthermore, given the long-term nature of the Company's investment horizon, a more flexible Investing Policy should enable the Investment Manager to navigate changes in the relative attractiveness of various financing asset classes in Asia through economic cycles and, potentially, geopolitical shifts which may increase the sovereign risk associated with specific countries relative to others within the region.
The investing policy of Jade Road is the following:
- The Company has an indefinite life and is targeting both capital gains and income distributions for its Shareholders over time.
- The Company will provide equity and credit funding to companies, principally in the Pan-Asia region or with a connection to Asia. It will seek to do this by:
- providing funding directly to companies via the provision of loans or other credit instruments, which may be secured against assets of the borrower or its affiliates;
- providing funding to companies to accelerate their growth, expand the scale of their business and/or to consolidate their organisational structure in preparation for a public listing. Investments could be in the form of structured equity, debt, and hybrid debt securities;
- providing growth, development, and acquisition capital in the form of equity or quasi-equity to companies within growth industries;
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- providing funding to transactions structured around significant corporate events such as recapitalisations, debt restructurings, buybacks of shares, asset spin-offs, and corporate reorganisations;
- investing in publicly traded or over-the-counter traded equity or credit securities, such as preferred stock, common stock, high yield bonds, senior loans, warrants, where the market is mispricing a company's securities and thereby offering an attractive risk-adjusted return due to one-off or short-term factors;
- investing (in addition to securing co-investment rights for the Company) as a limited partner or shareholder in third party managed vehicles which have a strategy to provide credit and/or equity funding to companies in a specific industry; and
- the Company will be sector agnostic in its investment activities.
- New investments will be managed actively, including through appropriate investor protections which will be negotiated on each transaction as appropriate and relevant.
- The Company will consider using debt to finance transactions on a case-by-case basis and may assume debt on its own balance sheet when appropriate to enhance returns to Shareholders and/or to bridge the financing needs of its investment pipeline.
- The Company may decide to dispose of or exit, partially or fully, existing investments in the Company's portfolio where appropriate and based on the recommendations of the Investment Manager.
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Jade Road Investments Ltd. published this content on 30 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 23:01:02 UTC.