REGISTERED NUMBER: 11309240 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

PANGAEA TWO ACQUISITION HOLDINGS XXIIA

LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Mr P S Hong

Mr P M 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)

FIXED ASSETS

Investments

4

34,208,189

49,626,135

CURRENT ASSETS

Debtors

5

3,978

3,260

CREDITORS

Amounts falling due within one year

6

(13,876

)

(16,035

)

NET CURRENT LIABILITIES

(9,898

)

(12,775

)

TOTAL ASSETS LESS CURRENT LIABILITIES

34,198,291

49,613,360

CAPITAL AND RESERVES

Called up share capital

66,000,000

66,000,000

Revaluation reserve

7

34,208,189

49,626,135

Other reserves

582,841

523,632

Retained earnings

(66,592,739

)

(66,536,407

)

SHAREHOLDERS' FUNDS

34,198,291

49,613,360

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 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 21 September 2026 and were signed on its behalf by:

Mr P S Hong - Director

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.

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 using the going concern basis. The group will continue to support the company financially for at least twelve months from the date of the directors' report.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

Interest in

undertakings

associate

Totals

$

$

$

Cost or valuation

At 1 January 2025

52,255,686

49,626,135

101,881,821

Revaluations

-

(15,417,946

)

(15,417,946

)

At 31 December 2025

52,255,686

34,208,189

86,463,875

Provisions

At 1 January 2025

and 31 December 2025

52,255,686

-

52,255,686

Net book value

At 31 December 2025

-

34,208,189

34,208,189

At 31 December 2024

-

49,626,135

49,626,135

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: Holding company

%

Class of shares:

holding

Ordinary shares

34.41

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Amounts owed by group undertakings

3,260

3,260

Other debtors

718

-

3,978

3,260

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Trade creditors

718

-

Other creditors

13,158

16,035

13,876

16,035

7.

RESERVES

Revaluation

reserve

$

At 1 January 2025

49,626,135

Loss on revaluation

(15,417,946

)

At 31 December 2025

34,208,189

8.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Cartesian Capital Group, LLC a company registered in the United States of America. Their office address is 505 Fifth Avenue, 15th Floor, New York, NY 10017, United States of America.