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REGISTERED NUMBER: 11309240 (England and Wales)










UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

PANGAEA TWO ACQUISITION HOLDINGS XXIIA
LIMITED

PANGAEA TWO ACQUISITION HOLDINGS XXIIA
LIMITED (REGISTERED NUMBER: 11309240)






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 XXIIA
LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







Directors: Mr P S Hong
Mr P Yu
Mr G Armstrong





Secretary: Vistra Cosec Limited





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





Registered number: 11309240 (England and Wales)





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

PANGAEA TWO ACQUISITION HOLDINGS XXIIA
LIMITED (REGISTERED NUMBER: 11309240)

BALANCE SHEET
31 DECEMBER 2022

31/12/22 31/12/21
as restated
Notes $    $   
FIXED ASSETS
Investments 4 272,165,525 385,856,424

CURRENT ASSETS
Debtors 5 4,290 4,316

CREDITORS
Amounts falling due within one year 6 (5,879 ) (2,713 )
NET CURRENT (LIABILITIES)/ASSETS (1,589 ) 1,603
TOTAL ASSETS LESS CURRENT
LIABILITIES

272,163,936

385,858,027

CAPITAL AND RESERVES
Called up share capital 66,000,000 66,000,000
Revaluation reserve 7 219,909,839 319,859,684
Other reserves 99,578 59,947
Retained earnings (13,845,481 ) (61,604 )
SHAREHOLDERS' FUNDS 272,163,936 385,858,027

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 Statement of Comprehensive Income 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 XXIIA
LIMITED (REGISTERED NUMBER: 11309240)

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

1. STATUTORY INFORMATION

Pangaea Two Acquisition Holdings XXIIA 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 XXIIA 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.

Investments in subsidiaries and associates
Investments in subsidiaries and associates are held at fair value with increases recognised in other comprehensive income.

A decrease in revaluation is recognised in other comprehensive income to the extent of any previous recognised revaluation increase. If a revaluation decrease exceeds the accumulated revaluation gains recognised in other comprehensive income, the excess shall be recognised in profit and loss.

A revaluation of subsidiaries and associates is carried out annually using the share values of the investments they hold to determine their value.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


PANGAEA TWO ACQUISITION HOLDINGS XXIIA
LIMITED (REGISTERED NUMBER: 11309240)

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

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

3. EMPLOYEES AND DIRECTORS

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

4. FIXED ASSET INVESTMENTS
Shares in Interest
group in
undertakings associate Totals
$    $    $   
Cost or valuation
At 1 January 2022 385,856,424 - 385,856,424
Revaluations (333,600,738 ) 219,909,839 (113,690,899 )
At 31 December 2022 52,255,686 219,909,839 272,165,525
Net book value
At 31 December 2022 52,255,686 219,909,839 272,165,525
At 31 December 2021 385,856,424 - 385,856,424


The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Pangaea Two Acquisition Holdings XXIIB, Ltd
Registered office: Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL
Nature of business: Investment company
%
Class of shares: holding
Ordinary 64.30

Associated company

TH International Ltd
Registered office: Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Nature of business: Parent company
%
Class of shares: holding
Ordinary shares 48.18

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. The transferred shares now held by Pangaea Two Acquisition Holdings XXIIA Limited had no cost on transfer but have been revalued in accordance with the Company's accounting policy on Investments shown in note 2.

PANGAEA TWO ACQUISITION HOLDINGS XXIIA
LIMITED (REGISTERED NUMBER: 11309240)

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

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 31/12/21
as restated
$    $   
Amounts owed by group undertakings 3,260 3,260
Other debtors 1,030 1,056
4,290 4,316

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 31/12/21
as restated
$    $   
Trade creditors 2,975 -
Other creditors 2,904 2,713
5,879 2,713

7. RESERVES
Revaluation
reserve
$   
At 1 January 2022 319,859,684
Loss on revaluation (99,949,845 )

At 31 December 2022 219,909,839

8. ULTIMATE CONTROLLING PARTY

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