Jade Road Investments : Circular and Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all your Ordinary Shares and/or Depositary Interests, please send this document and the accompanying documents (including the voting forms) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or transferred only part of your shareholding, you should retain this document and the accompanying documents and consult the bank, stockbroker or agent through whom the sale was effected.

JADE ROAD INVESTMENTS LIMITED

(Incorporated and registered in the British Virgin Islands, registered no. 1459602)

Underwritten equity fundraise of up to US$1,750,000

and

Waiver of Article 46 (Takeover Provisions) of the Articles of Association

and

Proposed New Investing Policy

and

Adoption of an amended and restated Memorandum of Association

and

Authority to allot Ordinary Shares

and

Authority to buy back Ordinary Shares

Your attention is drawn to the letter from the Executive Chairman of the Company set out on pages 11 to 18 of this document, which contains the unanimous recommendation of the Board that you vote in favour of the resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of the Company to be held on Monday 20 February 2023, commencing at 10:00 a.m. GMT/ 6:00 p.m. HKT is set out at the end of this document. Shareholders should ensure that the enclosed Form of Proxy is completed and returned in accordance with the instructions printed on it to Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by not later than 10:00 a.m. (GMT) on Thursday 16 February 2023 or 48 hours before any adjourned meeting. Depositary Interest Holders should ensure that the Form of Instruction is received no later than 10:00 a.m. GMT / 6:00 p.m. HKT on Wednesday 15 February 2023 or 72 hours before any adjourned meeting. Completion and return of a Form of Proxy or a Form of Instruction will not preclude a Shareholder or a Depositary Interest Holder from attending in person and voting at the General Meeting.

The Company and the Directors accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Directors and the Company are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document.

This document contains forward looking statements, including, without limitation, statements containing the words "believe", "anticipated", "expect", and similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements expressed or implied by such forward looking statements to be materially different. In light of these issues, uncertainties and assumptions, the events described in the forward looking statements in this document may not occur. Subject to legal or regulatory requirements, the Company disclaims any obligation to update any such forward looking statements in this document to reflect future events or developments.

Copies of this document will be available free of charge during normal business hours on any weekday (except public holidays) at the offices of Locke Lord LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB from the date of this document until the expiry of one month from that date. Please refer to page 15 of this document for further details of the proposed New Investing Policy.

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	CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
STATISTICS	5
DIRECTORS AND ADVISERS	6
DEFINITIONS	8
PART 1	LETTER FROM THE EXECUTIVE CHAIRMAN	11
PART 2	NOTICE OF GENERAL MEETING	20

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
This Circular sent to Shareholders	31 January 2023
Latest time and date for receipt of Forms of Instruction	10:00 a.m. GMT on 15	February 2023
Latest time and date for receipt of Forms of Proxy	10:00 a.m. GMT on 16	February 2023
Date of General Meeting	20	February 2023

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STATISTICS
Existing issued shares of the Company	117,925,673
Number of Placing Shares	191,256,831
Ordinary Shares to be issued to the Investment Manager	2,179,011
Total issued shares of the Company upon completion of the Placing1	309,182,503
Percentage of the total issued shares of the Company represented by	61.86%
Placing Shares2
Number of Existing Warrants	17,567,663
Number of Noteholder Warrants	15,435,686
Number of Underwriter Warrants	up to 10,000,000

1. Excluding any Ordinary Shares allotted by way of commission.
2. Excluding any Ordinary Shares allotted by way of commission.

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