TIDMJADE

RNS Number : 3362A

Jade Road Investments Limited

22 September 2022

22 September 2022

JADE ROAD INVESTMENTS LIMITED

(" Jade Road Investments ", " JADE ", the " Company " or the " Group ")

INTERIM CONSOLIDATED RESULTS FOR THE SIX MONTHSED 30 JUNE 2022

Jade Road Investments Limited (AIM: JADE), the London quoted pan-Asian diversified investment vehicle focused on providing shareholders with attractive uncorrelated, risk-adjusted long-term returns, is pleased to announce its interim results for the six months ended 30 June 2022.

Financial Highlights:

-- Total income increased to US$1.56 million from interest income and profit on partial disposal of one investment (H1 2021: US$1.24 million).

   --   Net profit of US$1.02 million (H1 2021: US$0.27 million loss). 
   --   Consolidated profit per share (basic) of US$0.88 cents (H1 2021: US$0.24 cents loss). 

-- Consolidated NAV at 30 June 2022 increased slightly by 1.5% to US$69.04 million/GBP 56.83million (31 December 2021: US$68.03 million/GBP 50.33 million).

   --   NAV per share at 30 June 2022 US$0.59 (GBP0.49 ) (30 June 2021 US$0.90/GBP0.65). 
   --   Period end cash position of US$0.44 million (30 June 2021: US$2.56 million). 

Investment and Operational Highlights:

   --     Future Metal Holdings Limited ( "Future Metal ") 

o The Investment Manager and Board of the Company continue to focus on divestment opportunities for this asset.

o The local management team is actively seeking new sales channels to enhance the business and also seeking local divestment opportunities as directed by the Investment Manager.

   --     Meize Energy Industries Holdings Limited (" Meize ") 

o T he Company partially divested its interest in the period as it entered into a share sale agreement for 112,500 shares of the Series B Preferred Equity in Meize for consideration of USD1.2 million, which was settled in three equal tranches.

o The first tranche was received in June 2022 with the remaining two tranches received by the end of August 2022.

o The Company maintains an interest of 6.3 per cent in this business.

   --     DocDoc Pte Ltd (" DocDoc ") 

o The investee company has continued to develop its 'Neo Insurer' model by building partnerships with insurance companies in the region. It is also in discussions with various investors regarding capital raisings to position the business for its future growth.

Chairman of Jade Road Investments, John Croft, commented:

"The past six months continued to pose a challenging period for the Chinese economy as it faces the slowest GDP growth forecast in four decades.

Notwithstanding these difficult times, Jade Road successfully completed the partial divestment of Meize, demonstrating that the Company has the in-country resources and expertise to work closely with portfolio companies to achieve investment returns.

The Board of the Company and the Investment Manager's assessment is that Asian SMEs continue to provide investment opportunities for the Company as strong, income-generating assets, at an attractive entry point for Jade.

The Board is confident that significant opportunities exist for Jade Road going forward, particularly investment candidates in the IT, Fintech, Healthcare, and online commerce sectors in Southeast Asia."

For further information on JADE, please visit the Company's website at www.jaderoadinvestments.com and follow the Company on Twitter (@ JadeFinance ).

FOR FURTHER INFORMATION, PLEASE CONTACT:

 
 Jade Road Investments Limited                +44 (0) 778 531 5588 
 John Croft 
 
 WH Ireland Limited - Nominated 
  Adviser                                     +44 (0) 20 7220 1666 
 James Joyce 
 Andrew de Andrade 
 
 Hybridan LLP - Corporate Broker              +44 (0) 203 764 2341 
 Claire Noyce 
 
 Lionsgate Communications - Communications 
  Adviser                                     +44 (0) 779 189 2509 
 Jonathan Charles 
 
 

About Jade Road Investments

Jade Road Investments Limited is quoted on the AIM Market of the London Stock Exchange and is committed to providing shareholders with attractive uncorrelated, risk-adjusted long-term returns from a combination of realising sustainable capital growth and delivering dividend income.

The Company is focused on providing growth capital and financing to emerging and established Small and Medium Enterprises (SME) sector throughout Asia, and is well-diversified by national geographies, instruments and asset classes. This vital segment of the economy is underserved by the traditional banking industry for regulatory and structural reasons.

The Company's investment manager, Harmony Capital, seeks to capitalise on its team's established investment expertise and broad networks across Asia. Through rigorous diligence and disciplined risk management, Harmony Capital is dedicated to delivering attractive income and capital growth for shareholders with significant downside protection through selectively investing in assets and proactively managing them.

Harmony Capital is predominately sourcing private opportunities and continues to create a strong pipeline of attractive income-generating assets from potential investments in growth sectors across Asia, including healthcare, fintech, hospitality, IT and property.

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Chairman's Statement

The successful partial disposal of Meize Energy Industries ("Meize), a leading privately owned wind turbine blade manufacturing company in China, at a 22% premium to the carrying value as at the 31st of December 2021, helped validate Jade Road's investment strategy during challenging times for the capital markets.

The past six months continued to pose a challenging period for the Chinese economy as it faces the slowest GDP growth forecast in four decades.

Notwithstanding these difficult times, Jade Road successfully completed the partial divestment of Meize, demonstrating that the Company has the in-country resources and expertise to work closely with portfolio companies to achieve investment returns.

Total income increased to USD1.56 million from interest income and profit, compared to the corresponding period in the previous year (H1 2021: USD1.24 million).

Net profit increased to USD1.02 million (H1 2021: USD0.27 million loss) while consolidated profit per share (basic) increased to USD0.88 compared to a loss of USD0.24 (H1 2021).

Investment Portfolio

Jade Road's largest shareholding is an 85% stake in Future Metal Holdings Limited (FMHL), the largest magnesium dolomite quarry in Shanxi Province. The gradual removal of travel restrictions in China is helping FMHL to reach out to new clients with a further geographical radius for its high-end products. The investment team's focus is on achieving a partial or complete sale of this asset and a formal sales process has been initiated with this objective in mind.

In June 2022, the Company announced the partial divestment via a share purchase agreement (SPA) for 112,500 shares of the Series B Preferred Equity in Meize for a consideration of USD1.2 million. The consideration for the disposal was to be received in three equal tranches of USD400,000. The first of these tranches was received in June, the second and third tranche payments of USD400,000 were received in July and August, thereby completing the transaction.

The core investment strategy remains to pivot away from China and focus on the broader Asian SME subsector, which is showing greater resilience than larger companies in terms of recovery and build a base of income generating assets that covers overheads, management fees and finance costs, with a growing surplus to fund dividends.

The Board is confident that significant opportunities exist for Jade Road going forward, particularly investment candidates in the IT, Fintech, Healthcare and online commerce sectors in Southeast Asia.

A good example is Jade Road's investment in Singapore-based DocDoc, which continues to develop its Neo Insurer model.

ESG

Environmental, Social and good corporate Governance is integral to Jade Road's responsible investment approach., which is executed through its Investment Manager, Harmony Capital.

Post Balance Sheet Events

The partial disposal of the Company's interest in Meize Energy for $1.2m was announced in June 2022. $800k of the total $1.2m consideration was received in two tranches in July and August . As reported, the partial divestment of Meize implies a valuation of USD10 million and a premium of 22.0% to the carrying value as at the 31st of December 2021 (USD8.2 million). Following this transaction, Jade retains a 6.3% stake in Meize.

The Board remains confident in the longer term prospects of this and its other portfolio investments.

Summary

Whilst China falters, the Asian Development Bank has reported that "developing Asia's economies are forecast to grow 5.2% this year and 5.3% in 2023, thanks to a robust recovery in domestic demand and continued expansion in exports". The Board of the Company and the Investment Manager's assessment is that Asian SMEs continue to provide investment opportunities for the Company as strong, income-generating assets, at an attractive entry point for Jade. Given the stage of growth of many of these SMEs, the Investment Manager continues to pursue a strategy of structuring investments through credit instruments where possible. Coupled with continued divestments from our Chinese legacy assets, the Company believes this investment strategy will create a better constructed portfolio with near-term downside protection.

I would like to take this opportunity to thank the investment team for the successful completion of the partial divestment in Meize, proving that with patience and perseverance, deals can still be done.

I would also like to thank our shareholders for your continued support, and I look forward to updating you on progress.

* Asian Development Bank, ' Developing Asia Economies Set to Grow 5.2% this Year Amid Global Uncertainty', 6 April 2022.

The principal assets as of 30 June 2022 are detailed below:

 
 Principal      Effective   Instrument    Valuation     Credit          Cash        Equity          Fair   Valuation 
  assets         interest       type          at 31     income      receipts   investment/         value       at 30 
                    %                      December        US$   US$ million         other    adjustment        June 
                                               2021    million                    movement   US$ million        2022 
                                                US$                            US$ million                       US$ 
                                            million                                                          million 
                            Convertible 
 FLM Holdings       -           Bond              -        0.7             -             -         (0.7)           - 
 
 Future 
  Metal 
  Holdings                  Structured 
  Limited         84.8         Equity          50.4        0.3             -             -             -        50.7 
 
 Meize Energy               Redeemable 
  Industrial                convertible 
  Holdings                  preference 
  Ltd              6.3        shares            8.2        0.3                       (1.2)           1.5         8.8 
 
 DocDoc                     Convertible 
  Pte Ltd           -           Bond            2.6                        -           0.1             -         2.7 
 
 Infinity 
  Capital                     Secured 
  Group             -        Loan Notes         1.4        0.2             -             -             -         1.5 
 
 Infinity 
  TNP              40         Equity            3.6          -             -             -             -         3.6 
 
 Project 
  Nicklaus                                      1.8          -             -             -             -         1.8 
 
 Loan to 
  HKMH                                          3.7          -             -             -             -         3.7 
 
 Other 
  receivables       -                             -          -             -           0.8             -         0.8 
 
 Corporate 
  debt              -                         (3.6)          -             -         (0.2)             -       (3.8) 
 
 Other 
  liabilities       -                         (1.0)          -             -         (0.3)             -       (1.3) 
 
 Cash                                           0.8          -           0.4         (0.8)                       0.4 
 
 
 Total N et Asset 
  Value                                        68.0        1.5           0.4         (1.6)           0.8        69.0 
-------------------------  ------------  ----------  ---------  ------------  ------------  ------------  ---------- 
 
 

Future Metal Holdings Limited ("FMH")

Our largest asset by value is the dolomite quarry project ("Quarry") in China, Future Metal Holdings Limited ("FMHL"), which was previously known as Hong Kong Mining Holdings. The Company has an 85% shareholding in FMHL.

JADE has been exploring the option of a partial or full exit of this investment by actively engaging with interested parties on the ground in the Shanxi Province as well as with brokers in Mainland China, Hong Kong and Singapore.

Including loan disbursements provided by the Company to FMHL and its subsidiaries and accrued PIK interest, the estimated fair value of the Company's investment is US$ 50.7 million as of 30 June 2022.

Meize Energy Industries Holdings Limited ("Meize")

Swift Wealth Investments Limited, a 100% (2019: 100%) owned subsidiary of the Company incorporated in the British Virgin Islands, held a 7.2% stake in Meize through a redeemable preference share structure.

Meize is a privately owned company that designs and manufactures blades for both onshore and offshore wind turbines.

In June 2022, the Company entered into a share purchase agreement for 112,500 shares of the Series B Preferred Equity in Meize for consideration of USD1.2 million. The transaction price implies a valuation of USD10.0 million for the Company's investment in Meize.

The partial divestment was completed by the end of August 2022. The Company held approximately 6.3% interest in Meize post this divestment.

As of 30 June 2022, the Company's interest in Meize had a fair value of US$ 8.8 million based on an implied valuation following the divestment of 112,500 shares.

Infinity TNP

The Company maintains a 40% equity stake of Infinity Capital Group Limited's ("ICG") wholly-owned subsidiary Infinity TNP, which holds units in a luxury hotel-condominium called Tellus Niseko.

Tellus Niseko is a unique development in Hirafu Village, with its high-end concierge service, an in-house Michelin star chef-managed restaurant, in-room onsen (hot spring) baths, and prime location just minutes away from the Grand Hirafu ski lifts.

The local team has been closely monitoring the local condition, the reservation for this winter is available now. The Investment Manager and Board of the Company is also evaluating its options for recovering its initial investment with all options under consideration.

As of 30 June 2022, the carrying value of its investment was US$ 3.6 million.

Infinity Capital Group Limited ("ICG")

Ultimate Prosperity Limited, a 100% owned subsidiary of the Company incorporated in the British Virgin Islands, holds a Secured Loan to ICG.

ICG develops premium residential projects in Hirafu Village, a world-class ski village in Niseko, Japan - one of the most popular winter travel destinations in the world.

As the COVID-19 pandemic continues to impact Japan and the Hokkaido region, ICG has been working closely with the local management to monitor the domestic property market and the local market's response to the pandemic, including construction project planning and potential movements in property prices.

As of 30 June 2022, the carrying value of the Secured Loan was US$ 1.5 million taking into account the current face value of the instrument and cash interest receivable, less an Expected Credit Loss ("ECL") provision of US$ 38k against aged cash interest receivables. The Company has decided to escalate its efforts to ensure an exit from this position including taking legal action while also pursuing consensual avenues.

DocDoc Pte Ltd. ("DocDoc")

DocDoc is a Singapore-headquartered online network of over 23,000 doctors, 600 clinics, and 100 hospitals serving a wide array of specialities. It uses artificial intelligence, cutting-edge clinical informatics, and proprietary data to connect patients to doctors which fit their needs at an affordable price.

DocDoc pivoted its business model to become a "Neo Insurer" and attempts to partner with insurance companies to enhance their policy offerings. DocDoc is working to offer fully-digitised insurance products to consumers or businesses, exclusively through digital channels, with end-to-end digital service delivery. These offerings will include quoting, binding, issuing of policies, documentation, proof of insurance, electronic billing, payment and real time policy management all digitally.

As of 30 June 2022, the carrying value of the Convertible Bond was US$ 2.7 million. An annual coupon of 8% (4.0% cash and 4% Payment-in-Kind was converted to 8% Payment-in-Kind).

Greater China Credit Fund LP (the "GCCF") & Other investments

As of 31 December 2021, we have applied a 100% provision against GCCF. Given there is no GCCF number in this item, we separated the two primary components namely Project Nicklaus and Loan to HKMH.

John Croft

Chairman

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                 Six months ended      Year ended 
                                             30 June        30 June   31 December 
                                                2022           2021          2021 
                                           Unaudited      Unaudited       Audited 
                                   Note       US$000         US$000        US$000 
 
 Income from unquoted 
  financial assets                               580            575         1,162 
 Finance income from 
  loans                                          679            673         1,347 
 Gain on disposal                                300              -             - 
 
 Gross portfolio income            4           1,559          1,248         2,509 
 
 Fair value changes on 
  financial assets at 
  fair value through profit 
  or (loss)                                      737             48      (38,893) 
 Expected credit (loss) 
  provision                        9             (3)              -           731 
                                         -----------  -------------  ------------ 
 
 Net portfolio income/(loss)       4           2,293          1,296      (35,653) 
 
 Management fees                   13          (674)          (914)       (1,861) 
 Incentive fees                                    -              -           424 
 Administrative expenses                       (344)          (394)         (812) 
 
 Operating profit/(loss)                       1,275           (12)      (37,902) 
 
 Finance expense                               (259)          (259)         (522) 
 
 Profit/(Loss) before 
  taxation                                     1,016          (271)      (38,424) 
                                         -----------  -------------  ------------ 
 
 Taxation                          5               -              -             - 
 
 
   Profit/(Loss) and total 
   comprehensive expense 
   for the period                              1,016          (271)      (38,424) 
                                         ===========  =============  ============ 
 
 Earnings per share                7 
                                                                          (33.33) 
 Basic                                    0.88 cents    (0.24)cents         cents 
                                         ===========  =============  ============ 
 
                                                                          (33.33) 
 Diluted                                  0.76 cents    (0.24)cents         cents 
                                         ===========  =============  ============ 
 
 
 

The results above relate to continuing operations.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
                                           30 June       30 June     31 December 
                                              2022          2021            2021 
                                         Unaudited     Unaudited         Audited 
                                 Note       US$000        US$000          US$000 
-----------------------------   -----  -----------  ------------  -------------- 
 Assets 
 Unquoted financial assets 
  at fair value through 
  profit or loss                  8         67,344        73,991          66,202 
 Loans and other receivables      9          6,347        34,681           5,556 
 Cash and cash equivalents                     437         2,560             848 
 Total assets                               74,128       111,232          72,606 
                                       -----------  ------------  -------------- 
 
 Liabilities 
 Other payables and accruals                 1,257         1,515           1,010 
 Current liabilities                         1,257         1,515           1,010 
                                       -----------  ------------  -------------- 
 
 Loans & borrowings               10         3,827         3,536           3,568 
                                       -----------  ------------  -------------- 
 Total liabilities                           5,084         5,051           4,578 
                                       -----------  ------------  -------------- 
 
 Net assets                                 69,044       106,181          68,028 
                                       ===========  ============  ============== 
 
 Equity and reserves 
 Share capital                    11       148,903       148,903         148,903 
 Treasury share reserve                      (615)         (615)           (615) 
 Share based payment reserve                 2,937         2,936           2,936 
 Accumulated losses                       (82,181)      (45,043)        (83,196) 
                                       -----------  ------------  -------------- 
 Total equity and reserves 
  attributable to owners 
  of the parent                             69,044       106,181          68,028 
                                       ===========  ============  ============== 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                      Share 
                                        Treasury      based 
                                Share      share    payment   Accumulated 
                              capital    reserve    reserve        losses      Total 
                               US$000    US$'000     US$000        US$000     US$000 
 
 
 Group balance at 1 
  January 2021                148,903      (615)      2,936      (44,772)    106,452 
 Loss for the period                -          -          -         (271)      (271) 
 Other comprehensive 
  income                            -          -          -             -          - 
                            ---------  ---------  ---------  ------------  --------- 
 Total comprehensive 
  income for the period             -          -          -         (271)      (271) 
 
 
 Group balance at 30 
  June 2021                   148,903      (615)      2,936      (45,043)    106,181 
                            ---------  ---------  ---------  ------------  --------- 
 
 Loss for the period                -          -          -      (38,153)   (38,153) 
 Other comprehensive 
  income                            -          -          -             -          - 
                            ---------  ---------  ---------  ------------  --------- 
 Total comprehensive 
  income for the period             -          -          -      (38,153)   (38,153) 
 
 
 
 Group balance at 31 
  December 2021 and 
  1 January 2022              148,903      (615)      2,936      (83,196)     68,028 
                            ---------  ---------  ---------  ------------  --------- 
 
 Profit/(Loss) and 
  total comprehensive 
  expense for the period            -          -          -         1,016      1,016 
 
 Total comprehensive 
  income for the period             -          -          -         1,016      1,016 
 
 Group balance at 30 
  June 2022                   148,903      (615)      2,936      (82,180)     69,044 
                            =========  =========  =========  ============  ========= 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                             Six months ended        Year ended 
                                                           30-Jun   31 December 
                                             30-Jun          2021          2021 
                                               2022     Unaudited       Audited 
                                          Unaudited    (Restated)    (Restated) 
                                            US$'000       US$'000       US$'000 
-------------------------------------   -----------  ------------  ------------ 
 Cash flow from operating activities 
 
 Profit/(Loss) before taxation                1,016         (271)      (38,424) 
 Adjustments for: 
 Finance income                               (679)         (673)       (1,347) 
 Finance expense                                259           259           522 
 Exchange (gain)/loss                            29          (58)            23 
 Fair value changes on unquoted 
  financial assets at fair value 
  through profit or loss                    (2,043)         (566)         7,222 
 Share-based expenses                                           -             - 
 Fair value changes on loans 
  and receivables at fair value 
  through profit or loss                        679             -        30,459 
 Realised (gain) on disposal 
  of investments                              (300)             -             - 
 Increase in other receivables                 (21)          (16)         (295) 
 Increase/(Decrease) in other 
  payables and accruals                         247          (15)         (520) 
                                        -----------  ------------  ------------ 
 
 Net cash used in operating 
  activities                                  (812)       (1,340)       (2,360) 
                                        -----------  ------------  ------------ 
 
 Cash flow from investing activities 
 Sale proceeds of unquoted financial 
  assets at fair value through 
  profit or loss                                400             -             - 
 Purchase of unquoted financial 
  assets at fair value through 
  profit and loss                                               -             - 
 
 Net cash generated from investing 
  activities                                    400             -             - 
                                        -----------  ------------  ------------ 
 
 Issue of Shares                                  -             -             - 
 Sale of treasury shares                          -             -             - 
 Purchase of treasury shares                      -             -             - 
 Proceeds from loans and borrowings               -             -             - 
 Payment of interest on loans 
  and borrowings                                  -         (228)         (459) 
                                        -----------  ------------  ------------ 
 Net cash used in financing 
  activities                                      -         (228)         (459) 
                                        -----------  ------------  ------------ 
 Net (decrease) in cash & cash 
  equivalents during the period               (412)       (1,568)       (2,819) 
 Cash and cash equivalents 
  and net debt at the beginning 
  of the period                                 848         4,093         3,673 
 Foreign exchange on cash balances                1            35           (6) 
 Cash & cash equivalents and 
  net debt at the end of the 
  period                                        437         2,560           848 
                                        ===========  ============  ============ 
 

NOTES TO THE FINANCIAL INFORMATION

   1.        CORPORATE INFORMATION 

The Company is a limited company incorporated in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The address of the registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal place of business is 19/F., CMA Building, 64 Connaught Road Central, Central, Hong Kong.

The Company is quoted on the AIM Market of the London Stock Exchange (code: JADE) and the Quotation Board of the Open Market of the Frankfurt Stock Exchange (code: 1CP1).

The principal activity of the Company is investment holding. The Company is principally engaged in investing primarily in unlisted assets in the areas of mining, power generation, health technology, telecommunications, media and technology ("TMT"), and financial services or listed assets driven by corporate events such as mergers and acquisitions, pre-IPO, or re-structuring of state-owned assets.

The condensed consolidated interim financial information was approved for issue on 22(nd) September 2022.

   2.        BASIS OF PREPARATION 

The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and presented in US Dollars.

   3.        PRINCIPAL ACCOUNTING POLICIES 

The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2022 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2021 and are those the Group expects to apply into financial statements for the year ending 31 December 2022.

The seasonality or cyclicality of operations does not impact the interim financial information.

   4.        SEGMENT INFORMATION 

The operating segment has been determined and reviewed by the Board to be used to make strategic decisions. The Board considers there to be a single business segment, being that of investing activity.

The reportable operating segment derives its revenue primarily from debt investment in several companies and unquoted investments.

The Board assesses the performance of the operating segments based on a measure of adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation ("EBITDA"). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs. The measure also excludes the effects of equity-settled share-based payments and unrealised gains/losses on financial instruments.

The segment information provided to the Board for the reportable segment for the periods are as follows:

 
                                     Six months ended    Year ended 
                                     30 June   30 June   31 December 
                                        2022      2021          2021 
                                      US$000    US$000        US$000 
 
 Income on unquoted financial 
  assets                                 580       575         1,162 
 Financial income on loans 
  & receivables                          679       673         1,347 
 Gain on disposal                        300         -             - 
                                   ---------  --------  ------------ 
 
 Gross portfolio income                1,559     1,248         2,509 
                                   ---------  --------  ------------ 
 
 Expected credit loss provision          (3)         -           731 
 Other provisions                                    -             - 
 Foreign exchange                       (84)        48          (53) 
 Equity fair value adjustments           821         -      (38,840) 
 
 
 Portfolio income through 
  profit or loss                     (2,293)     1,296      (35,653) 
                                   ---------  --------  ------------ 
 
 Net assets: 
 
 FMHL                                 50,666    50,696        50,400 
 Meize                                 8,801     8,201         8,200 
 GCCF                                      -     2,745             - 
 DocDoc                                2,696     2,491         2,592 
 ICG                                   1,515     2,522         1,343 
 Infinity TNP                          3,650     7,320         3,650 
 Other                                    16        16            17 
                                   ---------  --------  ------------ 
 Unquoted assets at fair 
  value through profit or 
  loss                                67,344    73,991        66,202 
 
 Loans and other receivables 
  at fair value through the 
  profit or loss (third party)         6,347    34,681         5,556 
 Cash                                    437     2,560           848 
 Liabilities                         (5,084)   (5,051)       (4,578) 
 
 Net assets                           69,044   106,181        68,028 
 

The impact of fair value changes on the investments in the portfolio are as follows:

 
                                      Six months ended    Year ended 
                                      30 June   30 June   31 December 
                                         2022      2021          2021 
                                       US$000    US$000        US$000 
 
 Income on unquoted financial 
  assets through profit or 
  loss                                    580       575         1,162 
 
 Equity fair value adjustments: 
 
        *    FMHL                                     -         (583) 
 
        *    Meize                      1,500         -             - 
 
        *    GCCF                           -         -       (2,745) 
 
        *    ICG                            -         -       (1,384) 
 
        *    Infinity TNP                   -         -       (3,670) 
                                    ---------  --------  ------------ 
      -                                 1,500         -       (8,382) 
                                    ---------  --------  ------------ 
 Expected credit loss provision: 
            - ICG                         (3)                      27 
 Foreign exchange on unquoted 
  financial assets at fair 
  value through profit or 
  loss                                   (34)       (9)          (29) 
 
 Total fair value changes 
  on financial assets at 
  fair value through profit 
  or loss                               2,043       566       (7,222) 
                                    =========  ========  ============ 
 
   5.         TAXATION 

The Company is incorporated in the BVI and is not subject to any income tax.

   6.        DIVID 

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2022 (30 June 2021: Nil).

   7.        EARNINGS PER SHARE 

The calculation of the basic and diluted earnings per share attributable to owners of the Group is based on the following:

 
                                                            Six months ended     Year ended 
                                                           30 June    30 June   31 December 
                                                              2022       2021          2021 
                                                            US$000     US$000        US$000 
 
 Numerator 
 Basic/Diluted:        Net profit/(loss)                     1,016   ( 271 )       (38,424) 
                                                          --------  ---------  ------------ 
 
                                                                   Number of shares 
                                                              '000       '000          '000 
 Denominator 
 Basic:                Weighted average shares             115,278    115,278       115,278 
                       Dilutive effect of warrants          17,568          -             - 
 
 
 Diluted:              Adjusted weighted average shares    132,846    115,278       115,278 
                                                          --------  ---------  ------------ 
 
 Earnings per share 
 Basic (cents)                                                0.88   ( 0.24 )       (33.33) 
 Diluted (cents)                                              0.76   ( 0.24 )       (33.33) 
 
 

For the year ended 31 December 2021, the warrants issued to the Investment Manager were anti-dilutive and therefore there is no impact on the weighted average shares in issue. No warrants were issued during the period to 30 June 22.

   8.        UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 
 
                                   30 June   30 June   31 December 
                                      2022      2021          2021 
                                    US$000    US$000        US$000 
 
 At the beginning of the period     66,202    73,423        73,423 
 Fair value changes through 
  profit and loss                    2,045       568       (7,248) 
 Expected credit loss provision 
  through profit and loss              (3)         -            27 
 
 Disposals                           (900)         -             - 
 Payment of cash interest             -            -             - 
 
 At the end of the period           67,344    73,991        66,202 
                                  ========  ========  ============ 
 
 

During the period, the Company entered into a share purchase agreement of 112,500 shares of the series B Preferred Equity in Meize for the consideration of US$1.2 million. The Transaction Price implies a valuation of US$10.0 million, a 22% premium to the carrying value as at the 31(st) December 2021. In accordance with company accounting policies, the fair value of the remaining shares was adjusted upwards by US$1.5m.

   9.      LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR LOSS 
 
                                         30 June   30 June   31 December 
                                            2022      2021          2021 
                                          US$000    US$000        US$000 
 
 At the beginning of the 
  period                                   5,556    33,970        34,390 
 Additions - Meize consideration    14       800         -             - 
 
 Cash receipts                                 -         -         (417) 
 Fair value changes through 
  profit and loss                          (688)        38      (30,468) 
 Expected credit loss provision 
  through profit and loss                      -         -           704 
 Finance income on loans                     679       673         1,347 
 
 At the end of the period                  6,347    34,681         5,556 
                                        ========  ========  ============ 
 
 
                               Note   30 June   30 June   31 December 
                                         2022      2021          2021 
                                       US$000    US$000        US$000 
 
 Loans                                      -    29,081             - 
 Due in respect of Meize 
  divestment                     14       800         -             - 
 Other receivables                      5,547     5,600         5,556 
 Amounts receivable                                   -             - 
  from related parties                      - 
 
 Total loans and borrowings             6,347    34,681         5,556 
                                     ========  ========  ============ 
 

Loans represent the Convertible Bond issued by Fook Lam Moon Holdings plus accrued interest. The Group has assessed the recoverability of Loans in accordance with its policy, and at year-end 31 December 21 applied a 100% provision against this investment such that the carrying value of the Convertible Bond was US $0 .0m. The circumstances remain unchanged as at 30 June 2022 and a further provision of US $0.68m has been taken against the bond interest accrued in the period. The breakdown of Loans is as follows:

 
                                        30 June   30 June   31 December 
                                           2022      2021          2021 
                                         US$000    US$000        US$000 
 
 Loan principal                          26,500    26,500        26,500 
 Accrued PIK interest                     1,966     1,408         1,685 
 Accrued interest payable in 
  cash                                    2,672     1,877         2,274 
 Fair Value Adjustments - Principal    (26,500)         -      (26,500) 
 Fair Value Adjustments - Accrued 
  Interest                              (4,638)         -       (3,959) 
                                      ---------  --------  ------------ 
 
 Gross loans receivable                       -    29,785             - 
                                      ---------  --------  ------------ 
 
 Lifetime ECL allowance recognised            -     (704)             - 
 
 Net loans receivable                         -    29,081             - 
                                      =========  ========  ============ 
 
 
                                     30 June    30 June   31 December 
                                        2022       2021          2021 
                                      US$000     US$000        US$000 
 
 At the beginning of the period             -       704           704 
 ECL allowance charged to profit 
  or loss                               -             -         (704) 
 
 
 At the end of the period                   -       704             - 
                                   ==========  ========  ============ 
 
   10.      LOANS AND BORROWINGS 
 
                               30 June   30 June   31 December 
                                  2022      2021          2021 
                                US$000    US$000        US$000 
 Corporate debt                 3,827      3,536         3,568 
 
 Total loans and borrowings      3,827     3,536         3,568 
                              ========  ========  ============ 
 

The movement in loans and borrowings is as follows:

 
                                  30 June   30 June   31 December 
                                     2022      2021          2021 
                                   US$000    US$000        US$000 
 Opening balance                   3,568      3,504         3,504 
 Borrowing costs amortised             31        32            63 
 Interest expense accrued             228       228           459 
 Payment of interest liability          -     (228)         (459) 
 
 Closing balance                    3,827     3,536         3,568 
                                 ========  ========  ============ 
 
   11.      SHARE CAPITAL 
 
                                                  Number 
                                                      of    Amount 
                                                  Shares    US$000 
 Authorised, called-up and fully paid 
  ordinary shares of no-par value each 
  at 30 June 2021                            115,277,869   148,288 
 
 
 Authorised, called-up and fully paid 
  ordinary shares of no-par value each 
  at 31 December 2021 and at 30 June 2022    115,277,869   148,288 
                                            ------------  -------- 
 
 
 Consisting of: 
 Authorised, called-up and fully paid 
  ordinary shares of no-par value each 
  at 30 June 2022                            117,925,673   148,903 
 Authorised, called-up and fully paid 
  ordinary shares of no-par value held 
  as treasury shares by the Company at 
  30 June 2022                               (2,647,804)     (615) 
 

(i) Under the BVI corporate laws and regulations, there is no concept of "share premium", and all proceeds from the sale of no-par value equity shares are deemed to be share capital of the Company.

   12.       FINANCIAL INSTRUMENTS 

Financial assets

 
 
                                  As at      As at          As at 
                                30 June    30 June    31 December 
                                   2022       2021           2021 
                                US$'000    US$'000        US$'000 
 
 Unquoted financial assets 
  at fair value                  67,344     73,991         66,202 
 Loans at fair value                  -     29,081              - 
 Other receivables at fair 
  value                           6,291      5,559          5,521 
 Cash and cash equivalents 
  at amortised cost                 437      2,560            848 
                              ---------  ---------  ------------- 
 
 Financial assets                74,073    111,191         72,571 
                              =========  =========  ============= 
 

Financial liabilities

 
                                   As at      As at          As at 
                                 30 June    30 June    31 December 
                                    2021       2020           2020 
                                 US$'000    US$'000        US$'000 
 
 Other payables and accruals 
  at amortised cost                1,257      1,515          1,010 
 Corporate debt at amortised 
  cost                             3,827      3,536          3,568 
                               ---------  ---------  ------------- 
 
 Financial liabilities             5,084      5,051          4,578 
                               =========  =========  ============= 
 

The Corporate Bond is due for repayment in October 2022 and all other financial liabilities are due within 12 months.

Financial assets at fair value through profit or loss

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1, 2 or 3 based on the degree to which the fair value is observable:

 
                                    Note      As at      As at          As at 
                                            30 June    30 June    31 December 
                                               2022       2021           2021 
                                             US$000     US$000         US$000 
 
 Level 3 
 Unquoted financial assets at 
  fair value                           8     67,344     73,991         66,202 
 Loans at fair value                   9          -     29,081              - 
 Other receivables at fair value    9,14      6,291      5,559          5,556 
 
                                             73,635    108,631         71,757 
 
 

There is no transfer between levels in the current period. Carrying values of all financial assets and liabilities are approximate to fair values. The value of level 3 investments has been determined using the yield capitalisation (discounted cash flow) method.

   13.      RELATED PARTY TRANSACTIONS 

During the period under review, the Group entered into the following transactions with related parties and connected parties:

 
                                                         30 June   30 June   31 December 
                                                            2022      2021          2021 
                                                Notes     US$000    US$000        US$000 
 
 Remuneration payable to Directors                           117       159           309 
 
 Harmony Capital 
 Management fee                                  (i)         674       914         1,861 
 Incentive fee                                                 -         -         (424) 
 
 Amount due to Harmony Capital at period end               1,089     1,289           865 
 
 

(i) Harmony Capital has been appointed as the Investment Manager of the Group. The management fee, which was calculated and paid bi-annually in advance calculated at a rate of 0.875% of the net asset value of the Company's portfolio of assets at 30 June and 31 December in each calendar year.

Harmony Capital is entitled to receive an incentive fee from the Company in the event that the audited net asset value for each year is (1) equal to or greater than the audited net asset value for the last year in relation to which an incentive fee became payable ("High Water Mark"); and (2) in excess of 105% of the audited net asset value as at the last calendar year-end ("the Hurdle"). Subject to the High Water Mark and Hurdle being exceeded in respect of any calendar year, the incentive fee will be equal to 20% of the difference between the current year-end NAV and the previous year-end NAV. 50% of the incentive fee shall be paid in cash and the remaining 50% of the incentive fee shall be paid by ordinary shares.

14. EVENTS AFTER THE REPORTING PERIOD

On the 20th July 2022 the Company received the Second Tranche Price of US$ 400,000 from its partial divestment in Meize. On the 18th August 2022 the Company received the final Tranche Price of US$ 400,000 from its partial divestment in Meize.

   15.      COPIES OF THE INTERIM REPORT 

The interim report is available for download from www.jaderoadinvestments.com.

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END

IR EAENAASKAEFA

(END) Dow Jones Newswires

September 22, 2022 06:59 ET (10:59 GMT)

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