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 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.

Directors' Report

 

The Board (the "Board") of Directors (the "Directors") are pleased to present their report on the affairs of the Company and its subsidiaries (collectively referred to as the "Group"), together with the audited financial statements for the year ended 31 December 2023.

 

PRINCIPAL ACTIVITIES

The Company was incorporated with limited liability under the laws of the British Virgin Islands ("BVI"). The Company's shares were admitted to the AIM Market of the London Stock Exchange on 19 October 2009 and on the Quotation Board of the Open Market of the Frankfurt Stock Exchange on 6 December 2012. The company, along with its subsidiaries, act as an investment group. Since the year end, the legacy assets have been transferred to an independent third party company and the investments in Heirloom funds have been repaid.

 

RESULTS AND DIVIDENDS

The Company recorded a loss before taxation of US$17.7 million (2022: loss US$52.9 million).

 

The loss reflects fair value decrease on assets in the portfolio of US$17.3 million (2022: decrease US$47.4 million), net finance cost of US$0.03 million (2022: net finance income of US$0.8 million) and total operating expenses of US$1.5 million (2022: US$1.8 million). The decrease in the fair value of the assets is due to the revaluation of the assets to the value at which they have been transferred to an independent third party on 1 May 2024.

 

The Directors are not recommending the payment of a dividend for the year.

 

REVIEW OF THE BUSINESS

The Group's audited net asset value as at 31 December 2023 stood at US$0.1 million (2022: US$15.1 million) equivalent to US$0.00 per share (2022: US$0.13), excluding the effect of treasury shares held by the Group.

 

The principal investment assets held by the Company at the year-end, together with their valuations are set out in the Chairman's statement.

 

EVENTS AFTER THE REPORTING PERIOD

The significant events after the reporting period are set out in Note 18 of the financial statements, none of which impact on the results and net assets reported in these financial statements.

 

 

 

 

DIRECTORS AND DIRECTORS' INTERESTS

The Directors who served during the year and up to the date of this report were as follows:

 

Mr. John Croft

Hugh Viscount Trenchard

Dr. Lee George Lam

Mr. Stuart Crocker

Mr. John Batchelor (resigned Mar 2023)

 

John Batchelor, Non-Executive Director, has resigned from the Board of Jade Road Investments on 24 March 2023.

 

With the exception of the related party transactions stated in Note 16 to the Financial Statements, there were no other significant contracts, other than Directors' contracts of service, in which any Director had a material interest. The Directors who held office as at 31 December 2023 had the following beneficial interests in the shares of the Company and Group companies as follows:

 

Number of ordinary shares of no par value as at 31 December

	2023		2022
	Direct	Indirect	Direct	Indirect
Mr. John Croft	130,463	10,733	130,463	10,733
Hugh Viscount Trenchard	60,634	-	60,634	-
Dr. Lee George Lam	101,057	-	101,057	-
Mr. Stuart Crocker	80,845	-	80,845	-

 

Number of warrants over ordinary shares of no par value as at 31 December

	2023		2022
	Direct	Indirect	Direct	Indirect
Mr. John Croft	800,000	-	877,346	-
Hugh Viscount Trenchard	400,000	-	457,634	-
Dr. Lee George Lam	400,000	-	496,057	-
Mr. Stuart Crocker	-	-	76,845	-
Mr. John Batchelor	-	-	-	-

 

 

 

 

 

SUBSTANTIAL SHAREHOLDINGS IN THE COMPANY

As far as the Directors are aware at 26 June 2024, the following persons were interested in 3% or more of the issued share capital of the Company:

 

 

Shareholder	Number of ordinary shares	Percentage of issued share capital
Heirloom Group	191,712,713	54.66%
-     Heirloom SPV 2022 II	156,303,842	44.57%
-     Ocorian Singapore Trust Company Pte Ltd as Trustee of Fidelis Fund	21,135,665	6.08%
-     Heirloom Investment Management LLC	7,785,192	2.22%
-     Heirloom Fixed Return Fund -     Geoff Dover	4,883,570 1,404,444	1.39% 0.40%
Elypsis Solutions Limited	55,225,127	15.75%
Infinity Capital Group Limited	16,179,310	4.61%
First Equity Limited	10,000,000	2.85%

 

Heirloom SPV 2022 II, Heirloom Investment Management LLC, Ocorian Singapore Trust Company Pte Ltd as Trustee of Fidelis Fund, Heirloom Fixed Return Fund    and Geoff Dover are under one controlling group - Heirloom Group. The total shareholdings of Heirloom Group are 54.66%.

 

FINANCIAL INSTRUMENTS

The Group's use of financial instruments is described in Note 9 and Note 15.

 

FINANCIAL RISK MANAGEMENT OBJECTIVES

Management has adopted certain policies on financial risk management with the objective of ensuring that appropriate funding strategies are adopted to meet the Group's short-term and long-term funding requirements, taking into consideration the cost of funding, gearing levels, and cash flow projections. The policies are also set to ensure that appropriate strategies are adopted to manage related interest and currency risk funding and to ensure that credit risks on receivables are properly managed. In addition, Note 14 to the financial statements include the Group's objectives, policies, and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to credit risk, interest rate risk, liquidity risk, price risk, and currency risk.

 

POLICY AND PRACTICE ON PAYMENT OF CREDITORS

The Group seeks to maintain good terms with all of its trading partners. In particular, it is the Group's policy to agree appropriate terms and conditions for its transactions with suppliers and, provided the supplier has complied with its obligations, to abide by the terms of payment agreed

 

SHARE CAPITAL

The Company has a single class of shares which is divided into ordinary shares of no par value.

 

At 31 December 2023, the number of ordinary shares in issue was 358,193,134, of which 7,480,000 were held in treasury by the group. Details of movements in the issued share capital during the year are set out in Note 14 to the financial statements.

 

DIRECTORS' INDEMNITY

The Company's Articles of Association provide, subject to the provisions of BVI legislation, an indemnity for Directors and officers of the Company in respect of liabilities they may incur in the discharge of their duties or in the exercise of their powers, including any liabilities relating to the defence of any proceedings brought against them which relate to anything done or omitted, or alleged to have been done or omitted, by them as officers or employees of the Company.

Appropriate directors' and officers' liability insurance cover is in place in respect of all of the Directors.

 

EMPLOYEE INFORMATION

As at 31 December 2023, the Group had Nil (2022: Nil) employees excluding Directors.

 

CHARITABLE DONATIONS

The Group didn't make any charitable donations during the year (2022: Nil).

 

GOING CONCERN

Notwithstanding the operating loss of US$17.7Mn and operating cash outflows of USD$1.7Mn for the year ended 31 December 2023 and net current assets of $0.05Mn at year-end, the group has prepared the financial statements under the going concern.

 

Following the recent transfer of assets the Company is seeking to acquire a business via a Reverse Take Over (RTO). The Company will need to raise interim capital to advance discussions for an RTO. The Company also continues to manage a small number of creditors. The Company is confident that it will be able to raise the interim capital required, and is in advanced discussions with a number of parties with respect to this. In addition, the company has also received a letter of support from its largest shareholder Heirloom in regard to the Company's fundraising plans. However, were the company to not obtain this funding in the short term, and Heirloom unable to financially support the company in the foreseeable future, then the company would not be able to meet its liabilities as they fall due. Were the company not to be considered a going concern, there would be no material impact on these financial statements as all significant items are already held at their fair value.

Accordingly, the financial statements have been prepared on a going concern basis and do not include any adjustments that would result if the group was unable to continue as a going concern.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations.

 

Company Law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in conformity with EU-adopted International Financial Reporting Standards. 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 Group and the profit and loss of the Group for that period.

In preparing the financial statements the Directors are required to:

 

•       Select suitable accounting policies and then apply them consistently.

•       Make judgements and accounting estimates that are reasonable and prudent;

•       Ensure statements are in conformity with EU-adopted International Financial Reporting Standards; and

•       prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with EU-adopted International Financial Reporting Standards. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Financial Statements are published on the Group's website https://jaderoadinvestments.com. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.

 

The company is compliant with AIM Rule 26 with regard to the company website.

 

 

AUDITOR INFORMATION

The Directors who held office at the date of approval of the Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Group's Auditor is unaware; and each Director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Group's Auditor is aware of that information.

 

 

 

 

On behalf of the Board

 

John Croft

28 June 2024

Chairman of the Board

Corporate Governance Statement

 

THE BOARD

The Board of Jade Road Investments Limited, in accordance with the AIM Rules, adopted an appropriate corporate governance code. It has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company complies with each principle, and where it does not do so, an explanation for that. 

As suggested by the QCA, our Chairman, John Croft makes the following statement in relation to corporate governance:

"As Chairman of the Company, I lead our Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investment company of our size. Our over-arching role as a Board is to monitor the Company's progress with its investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess the performance of our Investment Manager, Heirloom Investment Management LLC. Given there is no executive team in the Company and no other employees, this relationship is critically important in terms of delivering value to our shareholders. 

We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investment company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term, balancing the potential risks and rewards of each investment which our Investment Manager proposes. We have a rigorous investment process including third-party legal, commercial, and financial due diligence, site visits, management meetings, and independent valuations where relevant. The output of this work is consolidated and presented to the Board by the Investment Manager in high-quality investment presentations which are reviewed and discussed at length at investment board meetings. We are not a large corporate with multiple stakeholders and, as noted above, our Board is primarily non-executive as at the year end. We, therefore, intend to take a pragmatic approach to governance structures and processes and whilst retaining a high-performance culture at Board level, adopt policies and procedures which we think are appropriate to an investment company on AIM."

 

The Board, the Investment Manager and Board Committees

The Board is responsible for reviewing and approving the Company's Investing Policy and for monitoring the performance of  Heirloom Investment Management LLC in the performance of its obligations under the Services Agreement. The Company holds board meetings as required and not less than four times annually. The Board has constituted committees with responsibility for overseeing audit, remuneration, valuation and investment matters.

The Board has constituted the following Committees:

The Remuneration Committee constituted by Hugh Viscount Trenchard and Dr Lee George Lam.

The Remuneration Committee reviews the scale and structure of the Directors' remuneration and the terms of their service or employment contracts, including warrant schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive Directors are set by the entire Board, with Directors absenting themselves, at the appropriate time, from discussions on matters directly reflecting their remuneration.

The Investment Committee constituted by John Croft, Hugh Viscount Trenchard, Dr Lee George Lam, and Stuart Crocker.

The Investment Committee has the primary authority to develop the Company's investment objectives and corporate policies on investing. It reviews and approves investment opportunities presented by the Company's Investment Manager. The Committee will at all times be constituted by all the Company's directors.

The Audit Committee constituted by John Croft and Stuart Crocker.

The Audit Committee appoints and determines the terms of engagement of the Group's auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee monitors the independence of the Group's auditor, and the appropriateness of any non-audit services. The Audit Committee receives and reviews reports from management and the Group's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group's auditors. The Audit Committee makes recommendations to the Board.

 

 

 

The Valuation Committee constituted by Hugh Viscount Trenchard and Dr. Lee George Lam.

The Valuation Committee is responsible for reviewing the valuation process for all investments, including the application of appropriate valuation standards, based on the input of the Company's Investment Manager and on the Company's Valuation Policy which was formally adopted in 2020. Its members are sourced from independent directors of the Board. It retains the authority to engage with independent 3^rd parties at any time with respect to valuation matters. The Committee comprises a minimum of two members, currently Stuart Crocker and John Croft, and reports directly to the Board.

DELIVER GROWTH

Principle 1 Establish a strategy and business model which promote long-term value for shareholders

 

Principle

 

The Board must be able to express a shared view of the Company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

 

Compliance

 

The Company provides equity and credit funding to companies, principally in the Pan-Asian region or with a connection to Asia. It will do this through investing in direct financings, pre-IPO investments, growth private equity, event driven special situations, opportunistic special situations, and indirect financing.

 

The Company is 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 has completed its disposal programme post year end for its "legacy" assets.

 

The Board, in collaboration with the Investment Manager, maintains a vigilant watch over the current investment climate and macro-economic conditions worldwide.

These factors have the potential to impact and, at times, pose challenges to the Company's strategic execution. This includes considerations of regulatory and governmental policy changes that may arise, requiring the Company to adapt and navigate accordingly.

 

Principle 2 Seek to understand and meet shareholder needs and expectations

 

Principle

 

Directors must develop a good understanding of the needs and expectations of all elements of the Company's shareholder base. The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions.

 

Compliance

 

The Board is aware of the need to protect the interests of minority shareholders and the balancing of these interests with those of the majority shareholder. The Board also considers the terms of the relationship agreement the Company has entered with its largest shareholder and, where necessary, will enforce any relevant terms.

 

The Company holds regular investor events in London, Hong Kong and Dubai, where the Chairman, other members of the Board and the Investment Manager update attendees on key developments in the portfolio. All shareholders are invited to attend these events. The Chairman is principally responsible for shareholder liaison.

 

The Company regularly updates the market via its RNS news feed of any disclosable matters and where appropriate, also uses social media platforms to engage with a wider audience.

 

The Company publishes all relevant materials, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.

 

Principle 3 Take into account wider stakeholder and social responsibilities and their implications for long-term success

 

Principle

 

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The Board needs to identify the Company's stakeholders and understand their needs, interests, and expectations.

Where matters that relate to the Company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver shareholder value over the medium to long term, then those matters must be integrated into the Company's strategy and business model.

 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

 

Compliance

 

The balance of economic value to the Group and social impact is carefully considered, not only throughout the due diligence for any potential investments but also ongoing monitoring by of periodical site visits for the invested projects, with the maintenance of high environmental standards is a key priority. The Board is conscious of its responsibilities in relation to society, particularly in a developing economy such as China.

 

The key resources for the Company are principally the Investment Manager and the Company's advisory team, including its nominated adviser, brokers, solicitors, and auditors.  The Investment Manager and therefore the Company rely on a network of intermediaries to originate investment deal flow. The Board speaks to the advisory team on a regular basis and takes feedback from it throughout the year. In particular, it seeks advice in relation to compliance with the AIM Rules and their impact on its investments from the nominated adviser and solicitors and from the auditors in relation to accounting matters including net asset value and the annual audit.

 

Principle 4 Embed effective risk management, considering both opportunities and threats, throughout the organisation

 

Principle

 

The Board needs to ensure that the Company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the Company's supply chain, from key suppliers to end-customer.

 

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

 

 

 

 

Compliance

 

Effective risk management in relation to the Company's portfolio is key to the Board's assessment of the Investment Manager's performance. Measuring risk in each investment case, in terms of both how it can be mitigated and the potential upside of taking on such risk are critical elements of the analysis produced by the Investment Manager and reviewed by the Board on each proposed investment. Similarly, in conducting the managed disposal programme, the Board is focused on achieving the best possible value for the assets being disposed of. At the same time, the Board assesses the risk of maintaining those positions with the potential for further value to be eroded at the same time as it requires additional time to be spent by the Board and by the Investment Manager.

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

 

Principle 5 Maintain the Board as a well-functioning, balanced team led by the Chairman

 

Principle

 

The Board members have a collective responsibility to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.

 

The Board (and any committees) should be provided with high-quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

 

The Board should have an appropriate balance between Executive and Non-Executive Directors and should have at least two independent Non-Executive Directors. Independence is a board judgement.

 

The Board should be supported by committees (e.g., audit, remuneration) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

 

 

 

 

 

 

 

 

Compliance

 

The Board consists of the Executive Chairman and three Non-Executive Directors.

 

The Executive Chairman has been involved with the Company since its predecessor company, China Private Equity Investment Holdings Limited was admitted to AIM in 2009. Viscount Trenchard, Dr. Lee George Lam, Mr. Stuart Crocker, and Mr. John Batchelor were all appointed to the Board in 2017 or later. These four individuals serve as Non-Executive Directors and are regarded as independent members. However, it is important to note that as of March 2023, Mr. John Batchelor has departed from the Board.

Each Non-Executive Director is engaged on a 12-month contract with three months' notice on either side and is required to commit to a minimum of two days per calendar month.

 

The Executive Chairman's roles and responsibilities include but are not limited to engaging potential clients across Jade Road's domain in the APAC region, initiating and agreeing Terms of Engagement with clients, providing the lead consultancy services to clients and support the business development of the Company, liaising with the Company's NOMAD and other advisors in London, and being the main contact between the Board and the Investment Manager, approving public announcements, engaging with Shareholders, Investors and other Stakeholders to promote the Company and its business objectives.

 

As explained above, the Board receives detailed investment papers from the Investment Manager in relation to any asset which is either recommended for investment or disposal, including an executive summary of the due diligence findings, results of site visits and management meetings (including an assessment of the investee company's management team), key financial metrics, key risk factors, the potential returns available, security for the investment and the type of instrument to be used.

 

Principle 6 Ensure that between them the directors have the necessary up-to-date experience, skills, and capabilities.

 

Principle

 

The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.

 

 

 

 

The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

 

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

 

Compliance

 

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The identity of each Director and his full biographical details are provided on the website, which include each Director's relevant experience, skills, personal qualities, and capabilities. The current team of Directors offer a mix of investment, quoted company, sector and geographical expertise and exposure.

 

The Board has not taken any specific external advice on a specific matter, other than in the normal course of business as an AIM-quoted company and in pursuit of the investment policy. There are no internal advisors to the Board. The Directors rely on the Company's advisory team to keep their skills up to date and through attending market updates and other seminars provided by the advisory team, the London Stock Exchange plc, and other intermediaries.

 

The Investment Manager is the key external adviser to the Board.

 

Principle 7 Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

 

Principle

 

The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual Board members.

 

The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

 

It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable.

 

 

 

 

 

Compliance

 

The Board consists predominantly of Non-Executive Directors, the Company having no employees. In this regard, Board performance and oversight lies predominantly with the Chairman and other stakeholders, particularly shareholders. In early 2020, it was determined by the Remuneration Committee that John Croft be designated as Executive Chairman to align with his time commitment and contribution to the Company's affairs.

 

Events are held with shareholders where feedback on the Company's progress is sought on a regular basis, and this interaction provides valuable input on Board performance. Advice is also sought on Board composition on an ongoing basis from the Company's NOMAD.

 

The composition of the Board is reviewed regularly, and changes made where appropriate. As the Company recently disposed of its entire asset portfolio and is now seeking to raise new capital to invest in and/or a business via a RTO, the Company may look to broaden its skills and experience base by the appointment of additional Directors and/or advisors in due course.

 

The Board does not carry out a formal review process.

 

Principle 8 Promote a corporate culture that is based on ethical values and behaviours

 

Principle

 

The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and source of competitive advantage.

 

The policy set by the Board should be visible in the actions and decisions of the chief executive and management team. Corporate values should guide the objectives and strategy of the company.

 

The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

 

Compliance

 

The Board is focused on investment returns for its shareholders and will at all times seek to make ethical investments, but this is not an investment focus or determinant for an asset being included in the portfolio. As discussed above, given the Company is an investment company with no employees or other internal stakeholders, the Board does not drive a corporate culture within the business.

 

Principle 9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

 

Principle

 

The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

- size and complexity; and

- capacity, appetite, and tolerance for risk. The governance structures should evolve over time in parallel with the company's objectives, strategy, and business model to reflect the development of the company.

 

Compliance

 

This section provides full disclosure on the Company's corporate governance. There are no immediate plans to make any changes to the governance processes and framework which are described in the commentary above.

The Chairman has overall responsibility for shareholder liaison. 

 

There are no specific matters reserved for the Board.

 

BUILD TRUST

 

Principle 10 Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

 

Principle

 

A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company.

 

In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:

- the communication of shareholders' views to the Board; and

- shareholders' understanding of the unique circumstances and constraints faced by the Company.

 

 

 

 

Compliance

 

The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategy, and financial position. Details of all shareholder communications are provided on the Company's website, including historical annual reports and governance-related material together with notices of all general meetings for the last five years. The Company discloses outcomes of all general meeting votes.

 

The Company has appointed a professional Financial Public Relations firm with an office in London to advise on its communications strategy and to assist in the drafting and distribution of regular news and regulatory announcements. Regular announcements are made regarding the Company's investment portfolio as well as other relevant market and regional news.

 

The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

 

Independent Auditor's Report to the Members of Jade Road Investments Limited

We have audited the financial statements of Jade Road Investments Limited (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

·    give a true and fair view of the state of the group's affairs as at 31 December 2023 and of its loss for the year then ended; and

·    have been properly prepared in accordance with IFRSs as adopted by the European Union.

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 group 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 as applied to listed entities, and we have fulfilled our other 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 opinion.

Material uncertainty related to going concern

We draw attention to note 2(c) in the financial statements, which indicates that the group is reliant on securing further financing alongside the realisation of the carrying value of investments to meet working capital needs as they fall due. Whilst management is confident that they can secure funding based on  advance discussions with investors, there is no guarantee that such funding would be secured within the required timelines. As stated in Note 2(c), these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included:

 

·    reviewing management's assessment of going concern and discussing with management the future strategic plans of the group and sources of funding that are expected to be available, as well as plans for cash preservation;

·    reviewing management-prepared cash flow forecasts up to Dec 2025, including checking the mathematical accuracy, and assessing their reasonableness through reference to current year actual financial information;

·    obtaining corroborative evidence for, and providing appropriate challenge to, the key assumptions and inputs used in the cashflow forecast; and

·    reviewing the adequacy and completeness of disclosures surrounding going concern in the financial statements.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

For the purposes of determining whether the financial statements are free from material misstatement, we define materiality as a magnitude of misstatement, including omission, that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed, or influenced. We have also considered those misstatements including omissions that would be material by nature and would impact the economic decisions of a reasonably knowledgeable person based our understanding of the business, industry and complexity involved.

 

We apply the concept of materiality both in planning and throughout the course of our audit, and in evaluating the effect of misstatements. Materiality is used to determine the financial statements areas that are included within the scope of our audit and the extent of sample sizes during the audit.

 

We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

 

In determining materiality and performance materiality, we considered the following factors:

·    our cumulative knowledge of the group and its environment;

·    the change in the level of judgement required in respect of the key accounting estimates;

·    significant transactions during the year;

·    the stability in key management personnel; and

·    the level of misstatements identified in prior periods

 

Materiality for the financial statements as a whole was set at $63,200 (2022: $422,000) based on the draft financial statements. We set the materiality threshold at 1.5% of total asset for the group in line with the prior year. The benchmark used is the one which we determined, in our professional judgment, to be the principal benchmark within the financial statements relevant to shareholders in assessing financial performance of the group as the principal activity is to invest in quoted and unquoted financial assets for capital appreciation.

Performance materiality for the financial statements was set at $47,400 (2022: $253,200) being 75% (2022: 60%) of the materiality for the financial statements as a whole. This threshold was considered appropriate in light of the current size and level of complexity of the group, and our assessment of inherent risk.

We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our audit with a value higher than $3,160 (2022: $21,100) for the group. We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Due to audit adjustments, the materiality benchmark set at the planning stage of the audit has increased significantly. As all the audit adjustments and significant transactions have been tested using lower materiality, the risk of material misstatement based on the planning materiality has not increased. We therefore believe that the materiality determined at the planning stage is still applicable as the audit evidence we have obtained through audit procedures is sufficient and appropriate to provide a basis for our opinion. 

Our approach to the audit

Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement, as well as aspects subject to significant management judgement or greatest complexity, risk and size. In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements, having regard to the structure of the group.

The group includes the listed parent company, Jade Road Investments Limited ('Jade BVI'), and its subsidiary, Jade Road Investments (HK) Limited ('Jade HK').

The scope of our audit was based on the materiality and significance of component operations. Each component was assessed as to whether they were significant to the group on the basis of size and risk. The parent company was identified as a significant component due to its size and identified risks. 

Due to Jade BVI being a significant component of the group, we performed a full scope audit on the parent company as part of the group audit. The work on this significant component of the group was performed by us as group auditor. Jade HK is a non-significant component of the group and we performed analytical review procedures over the financial information of this component only.

In designing our audit approach, we considered those areas which were deemed to involve significant judgement by the directors, such as the key audit matters relating to the fair valuation of unquoted financial assets and assets held for sale. Other judgemental areas were the consideration of future events that are inherently uncertain impacting going concern. We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

The group's key accounting function is based in both Hong Kong and the United Kingdom and our audit was performed by our team in London with regular contact maintained with group management throughout.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

We have determined the matters described below to be the key audit matters to be communicated in our report 

Key Audit Matter

How our scope addressed this matter

Fair value unquoted financial assets and assets held for sale (Notes 9 and 11) The financial statements include investments in unquoted financial assets at fair value through profit and loss amounting to $500k and assets held for sale amounting to $4,290k.  The unquoted investments are held in a private fund. Due to a change in the Group's investment strategy, the Group decided to divest its legacy assets. The transaction to dispose of the assets was consummated post year end and the assets were classified as being held for sale at the year end. All of these investments and assets held for sale are measured at fair value based on Level 3 inputs. The valuation of investments and assets held for sale requires the exercise of considerable judgement and use of estimates which increases the risk that valuation and presentation may be misstated, and therefore has been determined to be a Key Audit Matter.

Our work in this area included: • Understanding the process adopted by management in relation to valuation of investments and assets held for sale; • Reviewing documentation in respect of the ownership of investments and assets held for sale; • Reviewing management's assessment and accounting for assets held for sale; • Obtaining direct Net Asset Value (NAV) statements from the investee funds; • Challenging key assumptions in management's valuation models used to determine fair value and/or recoverable amount, including sensitivity of valuations to changes in assumptions and inputs; • Reviewing purchase and sale/potential sale transactions used for fair valuation determination to ensure that such transactions are at arm's length; • Considering any subsequent events or developments that may impact the valuation or classification of the assets held for sale; and • Reviewing the classification of investments, disclosure and presentation of assets held for sale and valuation inputs within the financial statements

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.

 

 

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities, 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 from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group'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 group 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 ISAs (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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·    We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector. We also selected a specific audit team with experience of auditing entities facing similar audit and business risks.

·    We determined the principal laws and regulations relevant to the group in this regard to be those arising from:

-     AIM rules;

-     General Data Protection Regulations;

-     Anti-Bribery Act;

-     Anti Money Laundering Regulations; and

-     Local tax laws and regulations.

The audit team remained alert to instances of non-compliance with laws and regulations throughout the audit.

 

·    We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

-     Making enquiries of management;

-     Reviewing Board meeting minutes;

-     Reviewing the nature of legal professional fees;

-     Reviewing Regulatory News Service announcements.

 

·    We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls and revenue recognition, inappropriate application of the going concern assessment in the financial statements and management bias in determining key accounting estimates and judgements used in relation to the fair valuation of unquoted financial assets and assets held for sale. We addressed this by challenging the estimates/judgements made by management when auditing these significant accounting estimates/judgements (refer to the key audit matter and going concern sections above).

 

·    As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures, which included, but were not limited to testing of journals, reviewing key accounting judgements for evidence of bias (refer to the key audit matter and going concern sections above) and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

·    Our review of non-compliance with laws and regulations incorporated the listed parent company. The risk of actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit matter.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

 

 

 

 

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with our engagement letter dated 2 May 2024.  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.

 

 

Nicholas Joel (Engagement Partner)                                                                      15 Westferry Circus

For and on behalf of PKF Littlejohn LLP                                                                     Canary Wharf

Registered Auditor                                                                                                      London E14 4HD

28 June 2024

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2023

 

		2023		2022
	Notes	US$'000		US$'000
Income from unquoted financial assets		1,090		1,174
Finance income from loans		545		1,359
Realised (losses) / gains		(1)		300
Gross portfolio income	3	1,634		2,833
Fair value changes on financial assets at fair value through profit or loss	4	(17,295)		(47,409)
Investment provisions		-		(6,003)
Net portfolio loss	3	(15,661)		(50,579)
Management fees		(350)		(1,200)
Incentive fees	16	43		158
Administrative expenses		(1,171)		(763)
Operating loss	5	(17,139)		(52,384)
Finance expense	6	(577)		(520)
Loss before taxation		(17,716)		(52,904)
Taxation	8	-		-
Total comprehensive loss for the year		(17,716)		(52,904)
Loss per share
Basic and diluted loss per share	17	(5.94) cents		(45.89) cents

 

 

The results reflected above relate to continuing operations.

 

The accompanying notes on pages 40 to 59 are an integral part of these financial statements.

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2023

 

	Share capital		Treasury share reserve		Share based payment reserve		Accumulated losses		Total
	US$'000		US$'000		US$'000		US$'000		US$'000
Group balance at 1 January 2022	148,903		(615)		2,936		(83,196)		68,028
Loss for the year	-		-		-		(52,904)		(52,904)
Other comprehensive income	-		-		-		-		-
Total comprehensive loss for the year	-		-		-		(52,904)		(52,904)
Group balance at 31 December 2022 and 1 January 2023	148,903		(615)		2,936		(136,100)		15,124
Loss for the year	-		-		-
Other comprehensive income	-		-		-		(17,716)		(17,716)
Total comprehensive loss for the year	-		-		-		(17,716)		(17,716)
Issue of shares net of issue costs	2,783		-		-		-		2,783
Repurchase of shares	-		(139)		-		-		(139)
Group balance at 31 December 2023	151,686		(754)		2,936		(153,816)		52

 

 

The following describes the nature and purpose of each reserve within owners' equity.

 

Share capital	Amount subscribed for share capital at no par value
Treasury share reserve	Cost of the Company's shares re-purchased and held by the Group
Share based payment reserve	The share-based payment reserve represents amounts in previous and the current periods, relating to share-based payment transactions granted as options/warrants and under the Group's share option scheme (Note 15)
Accumulated losses	Represents the cumulative net gains and losses recognised in the statement of comprehensive income

 

 

The accompanying notes on pages 40 to 59 are an integral part of these financial statements.

Consolidated Statement of Financial Position

As at 31 December 2023

 

		2023		2022
	Notes	US$'000		US$'000
Current Assets
Unquoted financial assets at fair value through profit or loss	9	500		18,227
Other receivables at fair value through profit or loss	10	19		1,769
Investments held for sale	11	4,290		-
Cash and cash equivalents		77		321
Total assets		4,886		20,317
Current Liabilities
Other payables and accruals	12	991		1,334
Loans & borrowings	13	3,843		3,859
Total liabilities		4,834		5,193
Net assets		52		15,124
Equity and reserves
Share capital	14	151,686		148,903
Treasury share reserve	14	(754)		(615)
Share based payment reserve		2,936		2,936
Accumulated losses		(153,816)		(136,100)
Total equity and reserves attributable to owners of the parent		52		15,124

 

The financial statements were approved by the Board of Directors and authorised for issue on

28 June 2024 and signed on its behalf by:

 

 

 

 

 

 

John Croft

Executive Chairman

 

The accompanying notes on pages 40 to 59 are an integral part of these financial statements.

 

Consolidated Cash Flow Statement 

For the year ended 31 December 2023

 

		2023			2022
		US$'000			US$'000
Cash flows from operating activities
Loss before taxation		(17,716)			(52,904)
Adjustments for:
Finance income		(545)			(1,359)
Finance expense		577			520
Foreign exchange		47			83
Fair value changes on unquoted financial assets at fair value through profit or loss		13,938			47,074
Fair value changes on loans and receivables at fair value through profit or loss		2,236			5,059
Realised gain on investments		-			(300)
Decrease in other receivables		13			28
(Decrease)/increase in other payables and accruals		(323)			325
Net cash used in operating activities		(1,773)			(1,477)
Cash flows from investing activities
Sale proceeds of unquoted financial assets at fair value through profit or loss		250			1,200
Purchase of unquoted financial assets at fair value		(750)			-
Net cash used in investing activities		(500)			1,200
Cash flows from financing activities
Issue of shares net of issue costs		2,763			-
Purchase of treasury shares		(139)			-
Payment of interest		(594)			(228)
Net cash generated from/(used in) financing activities		2,030			(228)
Net decrease in cash and cash equivalents		(243)			(505)
Cash and cash equivalents and net debt at the beginning of the year		321			848
Foreign exchange on cash balances		(1)			(22)
Cash and cash equivalents and net debt at the end of the year		77			321

 

 

 

 

 

The accompanying notes on pages 40 to 59 are an integral part of these financial statement