REGISTERED NUMBER: 02314183

Report of the directors and

Financial statements for the year ended 31 December 2025

For

JC No. 3 (UK) Limited

Page

Company information

1

Report of the directors

2

Report of the independent auditors

4

Income statement

8

Balance sheet

9

Statement of changes in equity

10

Notes to the financial statements

11

Directors:

Ms S Chan

Ms L Chan

Secretary:

Intershore Consult (UK) Limited

Registered office:

Room 105

Dowgate Hill House

14-16 Dowgate Hill

London

EC4R 2SU

Registered number:

02314183

Auditors:

Greystone LLC

15 St. George' s Street

Douglas

lsle of Man

IM1 1AJ

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the Company is the provision of management services.

Dividends

The Company's profit for the year, after taxation, amounted to £7,874 (2024: £47,068). An interim dividend of £912,724 (2024 interim dividend paid: £nil) was paid during the year. The Directors do not recommend the payment of a final dividend (2024 final dividend paid: £nil).

Directors

The Directors who served during the year and to date are:

Chan, Sze-wan

Chan, Lok-wan

The Directors holding office during the year did not hold any beneficial interest in the issued share capital of the Company at 1 January 2025 or 31 December 2025.

Political donations and expenditure

The Company made no political or charitable donations during the year (2024: £nil).

Special provisions relating to small companies

The above report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

Statement of directors' responsibilities

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102, "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102").

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that year. In preparing these financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable United Kingdom Accounting Standards, including FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

- notify the shareholders in writing about the use of disclosure exemptions, if any, of FRS 102 used in the preparation of the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records which are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

The Directors of the Company who held office at the date of approval of this Directors' report confirm that:

- so are as they are aware, there is no relevant audit information, information needed by the Company's auditors in connection with preparing their report, of which the Company's auditors are unaware; and

- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Greystone LLC, have been appointed in accordance with S.485 of the Companies Act 2006.

On behalf of the board:

Ms S Chan - Director

26 May 2026

Opinion

We have audited the financial statements of JC No.3 (UK) Limited (the 'Company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes 1 to 11, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 Section 1A, ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. We have nothing to report in respect of the following matters if, in our opinion

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the Directors were not entitled to prepare the financial statements in accordance with the small companies' regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement contained within the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the auditors.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to;

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act 2006 and local tax legislation.

Audit response to risks identified

As a result of performing the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance;

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:

https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-f or-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx

This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Guy Wiltcher (Senior Statutory Auditor)

for and on behalf of Greystone LLC

15 St. George' s Street

Douglas

lsle of Man

IM1 1AJ

26 May 2026

Turnover

755,000

1,241,000

Operational expenses

(736,649

)

(1,169,076

)

Operating profit

5

18,351

71,924

Interest receivable and similar income

766

1,654

19,117

73,578

Loss on write- off of fixed

assets

-

(13,424

)

Import duty recoverable

written off

-

(10,521

)

19,117

49,633

Interest payable and similar expenses

(58

)

-

Profit before taxation

19,059

49,633

Tax on profit

6

(11,185

)

(2,565

)

Profit for the financial year

7,874

47,068

Fixed assets

Tangible assets

7

14,597

22,200

Current assets

Debtors

8

169,447

782,287

Cash in hand

108,595

443,342

278,042

1,225,629

Creditors

Amounts falling due within one year

9

(141,678

)

(192,018

)

Net current assets

136,364

1,033,611

Total assets less current liabilities

150,961

1,055,811

Capital and reserves

Called up share capital

10

1

1

Retained earnings

150,960

1,055,810

Shareholders' funds

150,961

1,055,811

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

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

Ms S Chan - Director

Ms L Chan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1

1,008,742

1,008,743

Changes in equity

Total comprehensive income

-

47,068

47,068

Balance at 31 December 2024

1

1,055,810

1,055,811

Changes in equity

Total comprehensive income

-

7,874

7,874

Dividends

-

(912,724

)

(912,724

)

Balance at 31 December 2025

1

150,960

150,961

1.	Statutory information

The principal activity of JC No.3 (UK) Limited is the provision of management services.

The Company is a private company limited by shares and incorporated in the United Kingdom. The address of its registered office is Room 105, Dowgate Hill House, 14-16 Dowgate Hill, London, England, EC4R 2SU. The Company's registered number is 2314183.

The financial statements are presented in Sterling, which is the functional currency of the Company.

2.	Statement of compliance

The individual financial statements of JC No.3 (UK) Limited have been prepared in compliance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 Section 1A - Small Entities, ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'' (''FRS 102 Section 1A - Small Entities'') and the Companies Act 2006.

3.	Accounting policies

Basis of preparation

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

The Company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Expenses

Expenses are recognised on an accruals basis.

Pension contributions

The Company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in profit and loss when due.

Taxation

Taxation expense for the period where applicable comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income.

Current or deferred taxation assets and liabilities are not discounted.

(i) Current tax

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.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

(ii) Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

Depreciation and residual values

Depreciation on tangible assets is calculated, using the straight-line method, to allocate the cost to their residual values over their estimated useful lives, as follows:

Computer equipment - 4 years

Fixtures & fittings - 10 years

Office equipment - 80 months

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities

4.	Employees and directors

The average number of employees during the year was 5 (2024 - 8 ) .

5.	Operating profit

2025

2024

£

£

Operating profit is stated after charging:

Audit fees payable to the Company's auditor - current year

5,435

5,250

Depreciation

7,603

14,524

6.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

11,185

-

Under-provision in prior year

-

2,565

Tax on profit

11,185

2,565

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

19,059

49,633

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

4,765

12,408

Effects of:

Expenses not deductible for tax purposes

6,420

7,054

Under-provision in prior year

-

2,565

Group relief

-

(19,462

)

Total tax charge

11,185

2,565

7.	Tangible fixed assets

Computer equipment

Fixtures & fittings

Officeequip ment

Total

£

£

£

£

Cost

At 1 January 2025 and 31 December 2025

22,869

20,580

250

43,699

Depreciation

At 1 January 2025

15,479

5,929

91

21,499

Charge for the year

5,508

2,058

37

7,603

At 31 December 2025

20,987

7,987

128

29,102

Net book value

At 31 December 2025

1,882

12,593

122

14,597

At 31 December 2024

7,390

14,651

159

22,200

8.

Debtors: amounts falling due within one year

2025

2024

£

£

Amounts due from fellow subsidiaries

165,720

343,812

Amount due from parent company

-

412,724

Corporation Tax recoverable

-

9,320

Other debtors and prepayments

3,727

16,431

169,447

782,287

The amounts due from fellow subsidiaries are unsecured, interest free and repayable on demand.

The amount due from the parent company was unsecured, interest free and repaid in full during the year.

9.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors and retention payable

21

5,958

VAT payable

17,499

62,143

Corporation Tax payable

5,593

-

Other creditors and accruals

118,565

123,917

141,678

192,018

10.	Called up share capital

2025

2024

£

£

Ordinary shares of £1 each

Allotted, called up and fully paid

At 1 January and 31 December

1

1

11.	Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned.

During the year, the Company charged fees of £249,000 (2024: £103,500) to Express Right Limited, £nil (2024: £532,800) to Knightlights Property International S.A. and £nil (2024: £35,800) to State Smart Limited, all subsidiaries of Chinese Estates Holdings Limited except State Smart Limited, which ceased to be a subsidiary of Chinese Estates Holdings Limited on 14 August 2024.

At the balance sheet date, the amount outstanding from Express Right Limited was £109,320 (2024: £nil).

During the year, the Company was charged rent of £100,000 (2024: £4,384) by Artmax 41-44 Great Qu Street Limited, a company controlled by a director of Chinese Estates Holdings Limited, and at the balance sheet date the amount outstanding was £20,890 (2024: £4,384). During 2024, the Company was charged rent of £142,192 by Knightlights Property International S.A., a subsidiary of Chinese Estates Holdings Limited, and the lease was terminated on 12 December 2024. The overpaid rent of £4,932 at 31 December 2024 was refunded during the year.

12.	Controlling parties

The Company's immediate parent undertaking is River Court Holdings Limited. The registered office where consolidated group accounts are available is at First Floor, Jubilee Buildings, Victoria Street, Douglas, Isle of Man, IM1 2SH.

The ultimate holding company is Chinese Estates Holdings Limited, a company incorporated in Bermuda with its shares listed on The Stock Exchange of Hong Kong Limited.

Financial statements are prepared for the parent company of the largest and smallest group, of which JC No.3 (UK) Limited is a member of the smallest group: River Court Holdings Limited