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REGISTERED NUMBER: 10684290 (England and Wales)















Financial Statements for the Year Ended 31 December 2023

for

Tuspark Holdings (UK) Limited

Tuspark Holdings (UK) Limited (Registered number: 10684290)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 3


Tuspark Holdings (UK) Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: L Lin
M Yang
Dr W Meng





REGISTERED OFFICE: Unit 25
Cambridge Science Park
Cambridge
United Kingdom
CB4 0FW





REGISTERED NUMBER: 10684290 (England and Wales)





AUDITORS: Shinewing Wilson Accountancy Limited
Chartered Certified Accountants
and Statutory Auditors
9 St Clare Street
London
EC3N 1LQ

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Statement of Financial Position
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Investments 4 18,988,821 18,988,821

CURRENT ASSETS
Debtors 5 69,871,669 143,907,272
Cash at bank 635,752 34,643,154
70,507,421 178,550,426
CREDITORS
Amounts falling due within one year 6 3,952,685 11,266,618
NET CURRENT ASSETS 66,554,736 167,283,808
TOTAL ASSETS LESS CURRENT
LIABILITIES

85,543,557

186,272,629

CREDITORS
Amounts falling due after more than one year 7 - 89,800,000
NET ASSETS 85,543,557 96,472,629

CAPITAL AND RESERVES
Called up share capital 8 5,000,000 5,000,000
Other reserves 9 64,800,000 64,800,000
Retained earnings 9 15,743,557 26,672,629
SHAREHOLDERS' FUNDS 85,543,557 96,472,629

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 23 September 2024 and were signed on its behalf by:





L Lin - Director


Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Tuspark Holdings (UK) 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 presentation currency of the financial statements is the Pound Sterling (£).


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.

Going concern
The company is an investment holding company and has considerable cash reserve, based on these, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Preparation of financial statements as an individual company
The financial statements contain information about Tuspark Holdings (UK) 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
Investment in a subsidiary company is held at cost less accumulated impairment losses.

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets at amortised cost
The company’s financial assets measured at amortised cost comprise trade and other debtors and cash and cash equivalents in the balance sheet. Cash and cash equivalents includes cash in hand, deposits held at call with banks.

Financial liabilities
The company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss.

Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.

Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

Convertible preference shares and redeemable preference shares
These are separated into liability and equity components based on the terms of the contract. The liability component is a basic financial instrument.

Preference shares with both equity and liability components are initially recognised in accordance with FRS 102 paragraph 22.13. The company first determines the amount of the liability component as the fair value of a similar liability that does not have a conversion feature or similar associated equity component. The amount of the liability component is calculated as the present value of the infinity dividend stream, discounted at a market interest rate. The company allocates the residual amount as the equity component.

Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.


Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Preference dividends are recognised when paid, and classified as interest payments.

Dividend income
Dividend income is recognised when the right to receive payment is established.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2022 - 6 ) .

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 18,988,821
NET BOOK VALUE
At 31 December 2023 18,988,821
At 31 December 2022 18,988,821

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. FIXED ASSET INVESTMENTS - continued

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Tuspark (Newcastle) Limited
Registered office: England
Nature of business: Provision of letting real estate
%
Class of shares: holding
ordinary share 100.00

Tusterra Limited
Registered office: England
Nature of business: Provision of letting real estate
%
Class of shares: holding
ordinary share 100.00

Tusingnis Limited
Registered office: England
Nature of business: Provision of letting real estate
%
Class of shares: holding
ordinary share 100.00

Tusaqua Limited
Registered office: England
Nature of business: Provision of letting real estate
%
Class of shares: holding
ordinary share 100.00

Tuslignum Limited
Registered office: England
Nature of business: Provision of letting real estate
%
Class of shares: holding
ordinary shares 100.00

Tuspark Investment & Management Limited
Registered office: England
Nature of business: Management services to the Tuspark group
%
Class of shares: holding
ordinary shares 100.00

During the year the entire shareholding in Tusaurum Limited was sold.

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed by group undertakings 69,839,967 61,879,428
Other debtors 31,702 82,027,844
69,871,669 143,907,272

Included in the amounts owed by group undertakings, there was a loan of £27.6 million (2022: £40.5 million) to the group undertakings, with an interest at the margin 300 bp and 1 month GBP LIBOR, during the year an interest of £1.2 million (2022: £1.8 million), the remaining balance of £19.1 million (2022: £19.3 million) due from the group undertakings is unsecured, interest free and have no fixed repayment date.

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed to group undertakings 3,401,954 3,404,860
Taxation and social security - 7,287,847
Other creditors 550,731 573,911
3,952,685 11,266,618

The amounts owed to group undertakings is unsecured, interest free and repayable on demand.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.23 31.12.22
£    £   
Other creditors - 89,800,000

Other creditors represent the liability element of the preference share instrument which have been fully redeemed during the year.

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

8. CALLED UP SHARE CAPITAL

Ordinary shares of £1 each Number £
Allotted and fully paid
At 1 January and 31 December 2023 5,000,000 5,000,000

Preference shares of £1 each - no voting rights 31.12.23 31.12.22
£    £   
At January 2023 89,800,000 89,800,000
Redeemed during the year (89,800,000 ) -
At 31 December 2023
- 89,800,000

On 6 September 2018, 39,000,000 preference shares were issued at nominal value of £1 each.

On 17 April 2019, 24,000,000 preference shares were issued at nominal value of £1 each.

On 21 May 2021, 6,800,000 preference shares were issued at nominal value of £1 each.

These preference shares have no obligation to redeem or convert, therefore the principal represents an equity element of the preference share instrument. The preference share entitle the holders to a cumulative annual dividend of LIBOR of 6 months in USD plus 500bps per share. The dividend terms specify that the dividend will be paid and therefore there is no discretion for the company on payment. This represents a liability element of the preference share instrument, and this dividend stream is discounted at a market rate of interest for a similar liability that does not have the associated equity component.


On 23 March 2020, 20,000,000 preference shares were issued at nominal value of £1 each.

These preference shares have no fixed redemption period. The preference share entitle the holders to a cumulative annual dividend of LIBOR of 6 months in USD plus 460bps per share.

The entire preference shares have been redeemed during the year.

9. RESERVES

Capital contributions
Capital contributions paid in by the owners are recognised directly in equity at fair value being the amount of cash received. Capital contributions made by the company to its own subsidiaries are of a similar nature and are recognised as additional investments in the subsidiaries stated at cost less impairment.

The repayment of the capital contribution is accounted for as a reduction in the owner's equity.

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nijendra Dhungana (Senior Statutory Auditor)
for and on behalf of Shinewing Wilson Accountancy Limited

Tuspark Holdings (UK) Limited (Registered number: 10684290)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. CONTINGENT LIABILITIES

The company has provided a guarantee as security to the bank borrowings of Tusingnis Limited and Tuslignum Limited, over the company's shares in these subsidiaries.

12. RELATED PARTY DISCLOSURES

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.

13. ULTIMATE CONTROLLING PARTY

The ultimate parent company is Tuspark Science & Technology Service Co. Ltd, a company registered in Beijing, P.R. China.

The smallest undertaking for which the company is a member and for which group financial statements are prepared is Tuspark Science & Technology Service (HK) Limited. Copies of the Tuspark Science & Technology Service (HK) Limited consolidated financial statements can be obtained from the address at Room 2105, Trend Centre, 29-31 Cheung Lee Street, Chai Wan, Hong Kong, P.R. China.

There is no one ultimate controlling party.