Jade Road Investments : 2020 Annual Report (English Version)

CONTENTS

Company Information	2
Company Description and Investing Policy	3
Chairman's Statement	4
Biographies of Directors and Senior Management	12
Directors' Report	13
Corporate Governance Statement	16
Independent Auditor's Report	22
Consolidated Statement of Comprehensive Income	26
Consolidated Statement of Changes in Equity	27
Consolidated Statement of Financial Position	28
Consolidated Cash Flow Statement	29
Notes to the Financial Statements	31

COMPANY INFORMATION

DIRECTORS

Mr. John Croft

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

Mr. John Batchelor (appointed August 2020)

- Non-executive Director

INVESTMENT MANAGER

Harmony Capital Investors Limited

Intertrust Corporate Services (Cayman) Limited,

190 Elgin Avenue, George Town

Grand Cayman KY1-9005 Cayman Islands

KEY PERSONNEL OF INVESTMENT MANAGER

Harmony Capital Investors Limited

Mr. Suresh Withana

- Co-founder, Managing Partner

REGISTERED OFFICE

Commence House, Wickhams Cay 1

PO Box 3140

Road Town, Tortola

British Virgin Islands VG1110

COMPANY SECRETARY

Conyers Trust Company (BVI) Limited

Commence House, Wickhams Cay 1

PO Box 3140

Road Town, Tortola,

British Virgin Islands VG1110

PRINCIPAL PLACE OF BUSINESS

29/F, Infinitus Plaza

199 Des Voeux Road Central, Hong Kong

REGISTRARS

Computershare Investor Services (BVI) Limited, Woodbourne Hall PO Box 3162 Road Town, Tortola, British Virgin Islands

DEPOSITARY INTEREST REGISTRARS

Computer Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZY

REGISTERED AGENT

Conyers Trust Company (BVI) Limited

Commence House, Wickhams Cay 1

PO Box 3140

Road Town, Tortola

British Virgin Islands VG1110

NOMINATED ADVISER

WH Ireland Limited

24 Martin Lane

London EC4R 0DR

BROKER

Hybridan LLP

2 Jardine House

The Harrovian Business Village

Bessborough Road

Harrow HA1 3EX

AUDITORS

PKF Littlejohn LLP

15 Westferry Circus

London E14 4HD

LEGAL ADVISERS

Locke Lord (UK) LLP

Second Floor

201 Bishopsgate London EC2M 3AB

Conyers Dill & Pearman

Romasco Place, Wickhams Cay 1

PO Box 3140

Road Town, Tortola

British Virgin Islands VG1110

WEBSITE

www.jaderoadinvestments.com

STOCK CODE

AIM: JADE

Frankfurt: 1CP1

2	JADE ROAD INVESTMENTS LIMITED | ANNUAL REPORT 2020

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.

1. 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;

1. providing growth, development, and acquisition capital in the form of equity or quasi-equity to companies within growth industries;
2. providing funding to transactions structured around significant corporate events such as recapitalisations, debt restructurings, buybacks of shares, asset spin-offs, and corporate reorganisations;
3. 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 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:

1. The Company has an indefinite life and is targeting both capital gains and income distributions for its Shareholders over time.
2. 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:
3. 1. 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;

1. 1. 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
   2. the Company will be sector agnostic in its investment activities.
2. New investments will be managed actively, including through appropriate investor protections which will be negotiated on each transaction as appropriate and relevant.
3. 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.
4. 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.

JADE ROAD INVESTMENTS LIMITED | ANNUAL REPORT 2020	3

CHAIRMAN'S STATEMENT