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REGISTERED NUMBER: 11309654 (England and Wales)










UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED

PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED (REGISTERED NUMBER: 11309654)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







Directors: Mr P S Hong
Mr P Yu





Secretary: Vistra Cosec Limited





Registered office: Suite 1, 7th Floor
50 Broadway
London
SW1H 0BL





Registered number: 11309654 (England and Wales)





Accountants: Vistra Trust Company Limited
First Floor, Templeback
10 Temple back
Bristol
BS1 6FL

PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED (REGISTERED NUMBER: 11309654)

BALANCE SHEET
31 DECEMBER 2022

31/12/22 31/12/21
as restated
Notes $    $   
FIXED ASSETS
Investments 4 - 599,982,818

CURRENT ASSETS
Debtors 5 514 1,056

CREDITORS
Amounts falling due within one year 6 (3,432 ) (2,713 )
NET CURRENT LIABILITIES (2,918 ) (1,657 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,918

)

599,981,161

CAPITAL AND RESERVES
Called up share capital 81,254,353 81,254,353
Share premium 47,745,647 47,745,647
Revaluation reserve - 464,986,078
Other reserves 6,070,302 6,058,440
Retained earnings (135,073,220 ) (63,357 )
SHAREHOLDERS' FUNDS (2,918 ) 599,981,161

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 March 2024 and were signed on its behalf by:





Mr P S Hong - Director


PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED (REGISTERED NUMBER: 11309654)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1. STATUTORY INFORMATION

Pangaea Two Acquisition Holdings XXIIB Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The Company’s functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest Dollar ($).

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Preparation of consolidated financial statements
The financial statements contain information about Pangaea Two Acquisition Holdings XXIIB Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries
Investments in subsidiaries are held at fair value with gains and losses recognised in the profit and loss account. During the year investment has been transferred to the shareholders of the Company.

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Foreign currencies
Assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern
The financial statements have been prepared on a going concern basis as the parent undertakings, Pangaea Two, LP and Pangaea Two Parallel, LP, have indicated that they will continue to support the company financially for at least 12 months from the date of the accounts. The directors have assessed the ability of the parent to provide this support and have no concerns with the ability of the parent company to provide this support.

PANGAEA TWO ACQUISITION HOLDINGS XXIIB
LIMITED (REGISTERED NUMBER: 11309654)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2021 - NIL).

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
$   
Cost or valuation
At 1 January 2022 599,982,818
Disposals (599,982,818 )
At 31 December 2022 -
Net book value
At 31 December 2022 -
At 31 December 2021 599,982,818


On 11 October 2022 the shares held by Pangaea Two Acquisition Holdings XXIIB Limited for TH International Limited were distributed to Pangaea Two Acquisition Holdings XXIIB Limited's shareholders for no consideration.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 31/12/21
as restated
$    $   
Other debtors 514 1,056

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 31/12/21
as restated
$    $   
Trade creditors 511 -
Other creditors 2,921 2,713
3,432 2,713

7. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Cartesian Capital Group, LLC a company registered in the United States of America.