REGISTERED NUMBER: 05845865 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

STANT CHINA LIMITED

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

5

Income statement

8

Other comprehensive income

9

Balance sheet

10

Statement of changes in equity

11

Notes to the financial statements

12

Directors:

Mr A Hu

Mr R C Mallory

Ms T Holden

Secretary:

Vistra Company Secretaries Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

Registered number:

05845865 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

The directors present their strategic report for the year ended 31 December 2025.

Review of business

The company acted as an intermediate holding company within the Vapor Acquisitions Corp. group during the year. During December 2025, the company disposed of its subsidiary to a third party.

Principal risks and uncertainties

The company's principal risks and uncertainties, including financial risk management, are integrated within the principal risks of the wider group and are monitored at a group level.

Section 172(1) statement

Section 172 of the Companies Act requires directors to have regard to the following in performing their duties, and as part of the process are required to consider, where relevant:

- The likely consequences of any decision in the long term,

- The need to foster the company's business relationships with suppliers, customers and others,

- The impact of the company's operations on the community and the environment. The desire to maintain the

company's reputation for high standards of business conduct, and

- The need to act fairly between members of the company.

To discharge their Section 172 duties, the directors have had regard to the factors set out above in making the principal decisions taken by the company.

The directors recognise the importance of wider stakeholders in delivering the company's strategy. The key stakeholders are considered to be the company's shareholder, group undertakings and suppliers.

In ensuring that all stakeholders in the company are considered as part of the decision-making process, the directors believe that the company acts fairly between all members of the company.

Financial performance

The directors are satisfied with the company's performance during the year to 31 December 2025.

Key performance indicators

The directors do not consider key performance indicators necessary for understanding the development performance or opposition of the business, as this is an intermediate holding company.

On behalf of the board:

Ms T Holden - Director

14 September 2026

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 in the year under review was that of that of a holding company.

Dividends

During the year a dividend of £52,948,774 (2024 - £4,728,787) was paid to immediate parent.

Research and development

No research and development expenditure has been incurred during the current or previous years.

Future developments

The company is expected to continue to act as an intermediate holding company for the foreseeable future.

Directors

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr A Hu

Mr R C Mallory

Ms T Holden

Streamlined energy and carbon reporting

No greenhouse gas emissions, energy consumption or energy disclosures are given as the company's consumption is less than 40,000 kWh of energy for the year ended 31 December 2025.

Events since the end of the year

No events have occurred since the end of the year that require disclosure.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic report, the Report of the directors 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 and of the profit or loss of the company for that period. 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 that 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

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Ms T Holden - Director

14 September 2026

Opinion

We have audited the financial statements of Stant China Limited (the 'company') for the year ended 31 December 2025 which comprise the Income statement, Other comprehensive income, Balance sheet, Statement of changes in equity and Notes to the financial statements, 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 '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 Auditors' 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 UK, including the FRC'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 directors are responsible for the other information. The other information comprises the information in the Strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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 this gives rise to a material misstatement in the financial statements themselves. 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 prescribed by the Companies Act 2006

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

-	the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic report and the Report of the directors have 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 Strategic report or the Report of the directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you 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.

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page three, 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 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 a Report of the auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:

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

We have identified and assess the potential risks related to irregularities, including fraud, by:

-Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate fraud risks or non-compliance with laws and regulations.

- Obtaining an understanding of the legal and regulatory framework in which the company operates.

The key laws and regulations are considered to be accounting standards and the Companies Act 2006.

We have responded to risks identified by performing procedures including the following:

- Making enquiries of management concerning actual and potential litigation claims;

- Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of misstatement due to fraud; and

- Reviewing the financial statement disclosures and testing to supporting documentation.

We have also considered the fraud risks and risk fraud through management override of controls through holding discussions with management to enquire if they have identified any instances of actual or suspected fraud. We have also performed analytical procedures to try and identify any unusual or unexpected relationships that may indicate fraud risks.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

14 September 2026

TURNOVER

-

-

Administrative expenses

(11,716,369

)

(3,235

)

(11,716,369

)

(3,235

)

Other operating income

42,053,473

-

OPERATING PROFIT/(LOSS)

4

30,337,104

(3,235

)

Income from fixed asset investments

21,688,196

4,735,196

PROFIT BEFORE TAXATION

52,025,300

4,731,961

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

52,025,300

4,731,961

PROFIT FOR THE YEAR

52,025,300

4,731,961

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

52,025,300

4,731,961

FIXED ASSETS

Investments

8

-

920,988

CURRENT ASSETS

Cash at bank

18,812

18,584

CREDITORS

Amounts falling due within one year

9

(18,124

)

(15,410

)

NET CURRENT ASSETS

688

3,174

TOTAL ASSETS LESS CURRENT LIABILITIES

688

924,162

CAPITAL AND RESERVES

Called up share capital

10

921,637

921,637

Retained earnings

11

(920,949

)

2,525

SHAREHOLDERS' FUNDS

688

924,162

The financial statements were approved by the Board of Directors and authorised for issue on 14 September 2026 and were signed on its behalf by:

Ms T Holden - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

921,637

(649

)

920,988

Changes in equity

Dividends

-

(4,728,787

)

(4,728,787

)

Total comprehensive income

-

4,731,961

4,731,961

Balance at 31 December 2024

921,637

2,525

924,162

Changes in equity

Dividends

-

(52,948,774

)

(52,948,774

)

Total comprehensive income

-

52,025,300

52,025,300

Balance at 31 December 2025

921,637

(920,949

)

688

1.	STATUTORY INFORMATION

Stant China 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 pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

Preparation of consolidated financial statements

The financial statements contain information about Stant China Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of Vapor Acquisition Corp with its registered office situated at 1955 Enterprise Drive, Rochester Hills, MI 48309, United States.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at costs less any impairment.

Financial instruments

The entity's financial instruments include basic financial instruments and consist of other debtors and other creditors. Other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. Other creditors are also recognised initially at transaction price plus attributable transaction costs.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Going concern

The directors consider the company to be a going concern. The directors have received assurance form the parent company that sufficient funding will be made available for the company to assist the company in meeting its obligations for the foreseeable future.

3.	EMPLOYEES AND DIRECTORS

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

2025

2024

£

£

Profit on disposal of fixed assets

(42,053,473

)

-

Foreign exchange differences

(2,279

)

(935

)

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

52,025,300

4,731,961

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

13,006,325

1,182,990

Effects of:

Income not subject to taxation

(15,935,418

)

(1,183,799

)

Expenses not deductible

2,928,622

-

Unrelieved tax losses c/fwd

471

809

Total tax charge

-

-

6.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

52,948,774

4,728,787

7.	AUDITORS REMUNERATION

Auditors remuneration of £4,600 (2024 - £4,200) has been borne by a fellow group undertaking.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2025

920,988

Disposals

(920,988

)

At 31 December 2025

-

Net book value

At 31 December 2025

-

At 31 December 2024

920,988

The company's investment in Stant Automotives Systems (Suzhou) Co., Ltd was disposed of during December 2025.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

18,124

15,410

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

921,637

Ordinary

£1

921,637

921,637

Called up share capital represents the aggregate nominal value of shares issued.

The holders of the shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of shareholders.

11.

RESERVES

Retained

earnings

£

At 1 January 2025

2,525

Profit for the year

52,025,300

Dividends

(52,948,774

)

At 31 December 2025

(920,949

)

Retained earnings represent cumulative profits, losses and total comprehensive income made by the company, including distributions to the parent company.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Vapor US Holding Corp. a company incorporated in Delaware, USA. The ultimate parent company is considered to be Vapor Parent LLC, a company incorporated in Delaware USA. The directors consider the company to be ultimately under the control of Cerberus Capital Management L.P.