鉴于本公司A类股份及上市权证已暂停于联交所主板买卖，本公司将根据本公司组织章程细则的条款及 上市规则，以每股A类股份不低于10.00港元的分派价(「分派价」)，即A类股份的首次发售价格，分派 所有A类股份，以退回其首次发售所筹集的资金。 根据本公司组织章程细则的条款，强制退还资金将完全解除A类股东身为本公司股东的权利(包括获得 其他清盘分派(如有)的权利)。于强制退还资金完成后，(i)联交所将取消A类股份及上市权证的上市地位; 及(ii)待本公司余下股东及董事批准后，本公司将根据开曼群岛法律展开自愿清盘程序，以在合理可能 的情况下尽快清盘及解散。本公司将于强制退还资金完成后于实际可行情况下尽快刊发有关强制退还资 金完成及除牌的公告。 根据上市权证文据的条款及条件，所有上市权证将失效，上市权证将无赎回权或清算分配。 此外，公司股份继续停牌。 智通财经APP讯，VISION DEAL-Z(07827)发布公告，根据上市规则第18B.73条及第18B.74条，倘特殊 目的收购公司未能遵守相关期限要求，联交所可暂停其证券买卖;及在有关暂停买卖后，特殊目的收购 公司必须在停牌后一个月内退回其在首次发售中筹集的资金，方法 ...

Financial Performance - The company recorded a total loss of approximately HKD 78.7 million during the relevant period, primarily due to share-based payment expenses and costs associated with special purpose acquisition company (SPAC) transactions[6]. - The company reported a net loss of HKD 78,749,000 for the period, with a net current liability of HKD 35,886,000 as of December 31, 2024[187]. - Administrative expenses during the relevant period were approximately HKD 76.1 million, mainly attributed to share-based payment expenses[25]. - The company has not generated any revenue since its establishment on January 20, 2022, and all activities have been related to its formation, listing, and SPAC merger transactions[25]. - The company has not engaged in any revenue-generating transactions during the relevant period[57]. - The company has not incurred any debt during the relevant period, with a credit facility providing up to HKD 10 million in operational funding, which has not been utilized[29]. - As of December 31, 2024, the company had a capital deficit of approximately HKD 35.9 million, making the capital debt ratio calculation not applicable[32]. SPAC Merger Activities - The business strategy focuses on identifying high-quality Chinese companies engaged in smart automotive technology or possessing supply chain and cross-border e-commerce capabilities for potential SPAC mergers[7]. - The company has identified Qubao Group, which provides online audio content and entertainment services, as a potential SPAC merger target[7]. - The deadline for the business combination agreement has been extended from May 31, 2024, to December 8, 2024, to allow for the completion of necessary filings[8]. - A special general meeting was held on December 6, 2024, where Class A shareholders approved the extension of the completion deadline to June 9, 2025[8]. - The business combination agreement became invalid on December 9, 2024, due to unmet conditions, leading to the termination of related agreements[10]. - Trading of Class A shares and warrants was suspended on December 10, 2024, following the invalidation of the business combination agreement[10]. - A new SPAC merger transaction was approved by Class A shareholders during a special general meeting held on January 8, 2025[11]. - The company has not entered into any final agreements regarding the proposed new Special Purpose Acquisition Company (SPAC) merger transaction as of the report date[12]. - If the company fails to obtain the necessary approvals to extend the SPAC merger completion deadline, it may face significant adjustments to its financial statements[19]. - The funds held in the escrow account will be released to A shareholders upon the completion of the SPAC merger transaction[20]. Shareholder Matters - The company completed the redemption of 85,983,000 Class A shares on January 2, 2025, for a total payment of approximately HKD 875.6 million, reducing the number of Class A shares from 100,100,000 to 14,117,000[36]. - The company must return funds to A shareholders within one month of trading suspension if it fails to meet certain conditions outlined in the Listing Rules[21]. - If the unfavorable decision is not overturned, the company may need to return funds to shareholders at a minimum of HKD 10.00 per share, which could severely impact its ability to continue operations[15]. - The company has submitted a request for review to the Listing Review Committee on March 4, 2025, arguing that the interpretation of Listing Rule 18B.69 was incorrect[17]. Governance and Compliance - The company is committed to adhering to corporate governance principles and will continue to review and enhance its governance practices[100]. - The company has established an audit committee in accordance with the listing rules to review financial information and monitor the financial reporting system[97]. - The board consists of 9 members, including 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors[152]. - The company emphasizes transparency and accountability in its governance practices[149]. - The board is committed to maintaining high corporate governance standards and will continue to review and enhance governance practices[151]. - The company has established a risk management and internal control policy, which includes identifying, analyzing, assessing, and addressing risks[192]. - The company has engaged external consultants to review the effectiveness of its risk management and internal control systems, with no significant issues found[194]. Management and Team - The company has a strong management team with members having backgrounds in investment banking, private equity, and corporate finance, enhancing its strategic capabilities[126]. - The management team has collectively overseen significant investment activities across various sectors, including technology, media, and telecommunications[124]. - The company appointed Mr. Feng Lin as CEO and Executive Director on February 14, 2022, who has over 10 years of experience in cross-border mergers and acquisitions[120]. - Mr. Liu Lishu was appointed as Executive Director and Chief Strategy Officer on February 14, 2022, with extensive experience in private equity investment and mergers[122]. - The company has established a robust advisory board with members experienced in cross-border transactions and corporate finance, enhancing its market position[124]. Share Capital and Structure - The total number of Class A shares issued as of December 31, 2024, is 100,100,000, with a potential maximum of 17,500,000 shares from the founder warrants, accounting for 14% of the total[86]. - The total number of Class B shares issued as of December 31, 2024, is 25,025,000, with VKC Management and Vision Deal Acquisition Sponsor LLC each holding 45%[86]. - The company has not established any equity-linked agreements during the relevant period[70]. - The company has not engaged in any share repurchase plans during the relevant period[89]. Risk Management - The company has a commitment to maintaining effective internal controls to protect shareholder investments and company assets[191]. - The company has a policy for handling insider information to ensure compliance with applicable laws and regulations[194]. - The company has a whistleblowing policy in place for employees to express concerns regarding misconduct[195]. Diversity and Inclusion - The company aims to have at least one female director on the board in the next fiscal year, currently having one female director among nine total[178]. - The company has a commitment to promoting gender diversity at all levels, currently having one female member in senior management[178]. - The board diversity policy includes various factors such as gender, age, race, and professional experience to enhance board efficiency[178]. Communication with Shareholders - The company encourages shareholders to actively monitor its performance through the release of interim reports and financial performance announcements[200]. - Shareholders are encouraged to participate in general meetings or appoint representatives to attend and vote on their behalf[200]. - The company maintains effective and transparent communication with shareholders during the reporting period[200].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 42,950,000, a decrease of 3.9% compared to HKD 44,669,000 for the fiscal year ending December 31, 2023[2]. - The company incurred a net loss of HKD 78,749,000 for the fiscal year ending December 31, 2024, compared to a net loss of HKD 73,321,000 for the fiscal year ending December 31, 2023, reflecting an increase in losses of approximately 7.4%[2]. - Interest income from banks for the year ending December 31, 2024, was HKD 43,009,000, a decrease from HKD 44,717,000 in 2023[34]. - The company reported a net foreign exchange loss of HKD 59,000 for the year ending December 31, 2024, compared to a loss of HKD 48,000 in 2023[34]. - The company reported a loss before tax of approximately HKD 78,749,000 for the year ended December 31, 2024, compared to a loss of HKD 73,321,000 for 2023[37]. - The basic loss per share for the year ended December 31, 2024, was calculated based on 25,025,000 shares, the same as in 2023[37]. - There was no dividend declared or proposed for the year ended December 31, 2024, consistent with 2023[38]. - The company incurred professional fees related to the acquisition of HKD 8,220,000 for the year ended December 31, 2024, compared to HKD 8,544,000 in 2023[35]. - The company reported employee costs based on share-based payments of HKD 63,747,000 for the year ended December 31, 2024, down from HKD 109,443,000 in 2023[35]. - The company recorded a total loss of approximately HKD 78.7 million during the reporting period, primarily due to share-based payment expenses and special purpose acquisition company (SPAC) transaction costs[65]. Assets and Liabilities - The company's total assets as of December 31, 2024, were HKD 1,021,375,000, a slight decrease from HKD 1,041,198,000 as of December 31, 2023[3]. - The company's current liabilities increased to HKD 50,821,000 as of December 31, 2024, compared to HKD 36,307,000 as of December 31, 2023, indicating a rise of approximately 39.9%[3]. - The company has a negative net asset value of HKD 35,886,000 as of December 31, 2024, worsening from a negative net asset value of HKD 20,884,000 as of December 31, 2023[3]. - Restricted cash deposits amounted to HKD 1,001,000,000, held in a closed trust account in Hong Kong[39]. - The fair value of listed warrants as of December 31, 2024, was approximately HKD 5,440,000, down from HKD 24,775,000 in 2023[43]. - The estimated fair value of Class B share conversion rights and founder warrants was approximately HKD 58,086,000 and HKD 5,661,000, respectively, compared to HKD 99,693,000 and HKD 9,750,000 in 2023[48]. - The fair value of unexercised founder warrants as of December 31, 2024, is estimated at HKD 11.5 per warrant, with a contract term of twelve months post-completion of the special purpose acquisition transaction[52]. Corporate Actions and Governance - The company has issued a total of 100,100,000 Class A shares and 50,050,000 listed warrants since its listing on June 10, 2022[6]. - The company announced a halt to its merger transaction due to unmet conditions as of December 9, 2024[7]. - The company is classified as a special purpose acquisition company (SPAC) and carries all associated risks typical of such entities[4]. - The company has extended the deadline for completing the acquisition of a special purpose acquisition company to June 9, 2025[39]. - The company has agreed to waive the right to receive liquidation distributions for B-class shares under certain conditions[17]. - The company is committed to adhering to corporate governance principles and will continue to review and enhance the quality of its corporate governance practices[116]. - The company has complied with applicable corporate governance code provisions during the relevant period[117]. - The company has defined its corporate governance rules in accordance with the listing regulations[130]. SPAC Transaction and Future Plans - The company announced an extension of the deadline for completing the special purpose acquisition company (SPAC) transaction to June 9, 2025[14]. - The company must ensure that the fair value of the SPAC target represents at least 80% of the funds raised from the listing prior to any redemption[13]. - The company has a 30-month period from the listing date to complete the SPAC transaction, with potential extensions[14]. - The company is seeking approval from Class A shareholders and the exchange to extend the completion deadline for the special purpose acquisition company transaction[28]. - The company is in the process of merging with the target company, which is expected to enhance its market position[139]. - The company aims to create substantial returns for shareholders by selecting quality acquisition targets and negotiating favorable terms for the merger transaction[89]. - The company plans to seek new acquisition targets following the failure of the previous merger agreement, with efforts to finalize new transaction terms[90]. - The company has identified potential SPAC targets, focusing on companies engaged in smart vehicle technology and cross-border e-commerce capabilities[66]. Trading and Compliance Issues - The exchange has suspended trading of the company's securities due to non-compliance with listing rules, with a decision made on December 10, 2024[25]. - The listing committee upheld the exchange's decision to suspend trading, citing the company's failure to meet announcement deadlines[27]. - The company is preparing to adjust asset values if it cannot overturn the exchange's decision or secure necessary approvals[29]. - The company has submitted further review requests to the listing review committee, with a hearing scheduled for April 29, 2025[28]. - The company is facing uncertainty regarding its ability to continue as a going concern, pending the outcome of the listing review committee hearing scheduled for April 29, 2025[78]. - The auditors have issued a disclaimer of opinion on the financial statements due to multiple uncertainties affecting the company's ability to continue as a going concern[79]. - If the unfavorable decision from the listing committee is not overturned, the company may need to return funds to shareholders at a minimum of HKD 10.00 per share, which could severely impact its operations[80]. Shareholder Actions - Class A shareholders redeemed 85,983,000 Class A shares at a redemption price of approximately HKD 10.18 per share, totaling about HKD 875,587,000 paid to Class A shareholders[8]. - The company completed the redemption of 85,983,000 Class A shares at a price of HKD 10.18 per share, totaling HKD 875,587,004.77, reducing the Class A shares from 100,100,000 to 14,117,000[102]. - A total of 85,983,000 A shares were cancelled on January 10, 2025, reducing the total issued shares to 39,142,000, which includes 14,117,000 A shares and 25,025,000 B shares[122]. Legal and Regulatory Matters - The company is seeking professional legal advice to evaluate the listing committee's decision and potential legal remedies[84]. - The company plans to refund Class A shareholders at least HKD 10 per share if it fails to extend the SPAC transaction deadline or overturn the trading suspension decision[64]. - The company has not disclosed any other significant post-reporting events apart from the redemption of Class A shares totaling approximately HKD 875.6 million[59].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 42,950,000, a decrease of 3.9% compared to HKD 44,669,000 for the fiscal year ending December 31, 2023[2] - The company incurred a net loss of HKD 78,749,000 for the fiscal year ending December 31, 2024, compared to a net loss of HKD 73,321,000 for the fiscal year ending December 31, 2023, representing an increase in loss of 7.4%[2] - The company's basic loss per share for the fiscal year ending December 31, 2024, was HKD 3.147, compared to HKD 2.930 for the fiscal year ending December 31, 2023, indicating a 7.4% increase in loss per share[2] - Interest income from banks for the year ending December 31, 2024, was HKD 43,009,000, a decrease from HKD 44,717,000 in 2023[34] - The company reported a net foreign exchange loss of HKD 59,000 for the year ending December 31, 2024, compared to a loss of HKD 48,000 in 2023[34] - The company recorded a total loss of approximately HKD 78.7 million during the reporting period, primarily due to share-based payment expenses and special purpose acquisition company (SPAC) transaction costs[65] Assets and Liabilities - As of December 31, 2024, the company's total current assets amounted to HKD 1,021,375,000, a slight decrease from HKD 1,041,198,000 as of December 31, 2023[3] - The company's total liabilities as of December 31, 2024, were HKD 1,057,261,000, compared to HKD 1,062,082,000 as of December 31, 2023, showing a decrease of 0.5%[3] - The company reported cash and cash equivalents of HKD 19,765,000 as of December 31, 2024, down from HKD 39,214,000 as of December 31, 2023, reflecting a decline of 49.7%[3] - Restricted cash deposits amounted to HKD 1,001,000,000, held in a closed trust account in Hong Kong[39] - As of December 31, 2024, the company reported a shareholders' equity deficit of approximately HKD 35.9 million, making the calculation of the capital debt ratio not applicable[99] Special Purpose Acquisition Company (SPAC) Activities - The company announced the signing of an agreement for a special purpose acquisition company merger on December 8, 2023, but the merger was halted on December 9, 2024, due to unmet conditions[7] - The company is focused on identifying acquisition targets for its special purpose acquisition company activities, with no other business operations currently in place[4] - The company has extended the deadline for completing the SPAC merger to June 9, 2025, as approved by Class A shareholders[14] - The fair value of the SPAC target must represent at least 80% of the funds raised by the company since listing[13] - The company has a 30-month period to complete the SPAC merger, with potential extensions if necessary[14] - The company has not yet completed the special purpose acquisition company merger transaction, which is critical for its ongoing operations[24] - The company is currently evaluating potential SPAC targets that align with its business strategy[66] - The company has identified 趣丸集团 as a potential SPAC target after conducting due diligence and evaluation[66] Shareholder Activities - Class A shareholders redeemed 85,983,000 Class A shares at a redemption price of approximately HKD 10.18 per share, totaling about HKD 875,587,000 paid to Class A shareholders[8] - The total amount of funds raised from the listing is HKD 1,001,000,000, which is held in a trust account[11] - The trust account funds will be used primarily for completing the special purpose acquisition company (SPAC) merger and for paying redemption rights to Class A shareholders[11] - The company intends to return funds to Class A shareholders at no less than HKD 10 per share if it fails to overturn the suspension decision[29] - The company completed the redemption of 85,983,000 Class A shares at a price of HKD 10.18 per share, totaling HKD 875,587,004.77, reducing the Class A shares from 100,100,000 to 14,117,000[102] Trading and Regulatory Compliance - Trading of Class A shares and listed warrants has been halted, with a minimum distribution of HKD 10.00 per Class A share to shareholders[16] - The company has submitted a review request to the listing committee regarding the suspension of its securities trading[26] - The listing committee has upheld the decision to suspend trading due to the company's failure to meet the announcement deadline[27] - The company is facing significant uncertainty regarding its ability to continue as a going concern[29] - The independent auditor's report indicated that there are multiple uncertainties affecting the company's ability to continue as a going concern[60] - The company has submitted a request for further review to the Listing Review Committee, asserting that the previous decisions were unfair and inconsistent with existing guidelines[83] Corporate Governance - The company is committed to adhering to corporate governance principles and will continue to review and enhance the quality of its corporate governance practices[116] - The company has complied with applicable corporate governance code provisions during the relevant period[117] - The audit committee reviewed the accounting principles and practices adopted by the company and discussed financial reporting matters with management[119] Future Outlook - The company is facing uncertainty regarding its ability to continue as a going concern due to the upcoming hearing by the Listing Review Committee on April 29, 2025, which may impact the financial statements for the year ending December 31, 2024[78] - The company is focused on implementing measures to overturn the unfavorable decisions and maintain its listing status[84] - The company plans to seek approval from Class A shareholders and the stock exchange to extend the completion deadline for the special purpose acquisition company transaction[28] - The company anticipates that if it regains its listing status, the completion period for special purpose acquisition transactions may be extended with the approval of Class A shareholders[79] Miscellaneous - The company has not generated any operational revenue outside of interest income since its establishment as a special purpose acquisition company[5] - The company has not generated any revenue for the year ending December 31, 2024, consistent with 2023[33] - The company has not established any reportable segments, as it was formed to facilitate the special purpose acquisition company transaction[32] - The company has not engaged in any significant acquisitions or sales of subsidiaries, joint ventures, or associates during the relevant period[106] - The company has no significant events to report since the end of the relevant period up to the date of this announcement[123]

VISION DEAL HK ACQUISITION CORP. (於開曼群島註冊成立之有限公司) 股份代號：7827 權證代號:4827 2024 目錄 公司資料 2 管理層討論及分析 4 其他資料 11 中期財務報表 19 簡明中期財務報表附註 23 釋義 39 VISION DEAL HK ACQUISITION CORP. 中環廣場26樓 公司資料 執行董事 衛哲先生(主席) 為林先生(行政總裁) 樓立樞先生(首席戰略官) 非執行董事 Juan Christian Graf Thun-Hohenstein 先生 贸樹勳先生 蛋偉雄先生 獨立非執行董事 Michael Ward 先生 映威如博士 于澤博士 授權代表 馮林先生 陳詩婷女士 註冊辦事處 PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands 香港主要營業地點 香港九龍 誤塘道348號 宏利廣場5樓 | --- | --- | |-----------------------------------------------|----------------------- ...

[Condensed Financial Statements](index=1&type=section&id=Condensed%20Financial%20Statements) [Condensed Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2024, the company reported no revenue, other income and losses of HKD 22,537 thousand, administrative expenses of HKD 57,277 thousand, resulting in a total loss and comprehensive loss of HKD 34,740 thousand, and basic and diluted loss per share of HKD 1.388 | Indicator | For the six months ended June 30, 2024 (HKD '000) | For the six months ended June 30, 2023 (HKD '000) | | :--- | :--- | :--- | | Revenue | – | – | | Other income and losses | 22,537 | 19,387 | | Administrative expenses | (57,277) | (60,265) | | Loss before income tax expense | (34,740) | (40,878) | | Income tax expense | – | – | | Loss and total comprehensive loss for the period | (34,740) | (40,878) | | Loss per share — Basic and diluted (HKD) | (1.388) | (1.633) | [Condensed Statement of Financial Position](index=2&type=section&id=Condensed%20Statement%20of%20Financial%20Position) As of June 30, 2024, total current assets were HKD 1,060,579 thousand, primarily restricted bank deposits and cash. Total current liabilities were HKD 1,061,722 thousand, leading to a net current liability and total deficit of HKD 1,143 thousand | Indicator | As at June 30, 2024 (HKD '000) | As at December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | **Current Assets** | | | | Prepayments | 522 | 288 | | Amounts due from a founder | – | 696 | | Restricted bank deposits | 1,001,000 | 1,001,000 | | Cash and cash equivalents | 59,057 | 39,214 | | **Total Current Assets** | **1,060,579** | **1,041,198** | | **Current Liabilities** | | | | Accrued expenses and other payables | 35,947 | 36,307 | | Redeemable Class A shares | 1,001,000 | 1,001,000 | | Warrant liabilities | 24,775 | 24,775 | | **Total Current Liabilities** | **1,061,722** | **1,062,082** | | **Net Current Liabilities and Net Liabilities** | **(1,143)** | **(20,884)** | | **Equity** | | | | Share capital | 3 | 3 | | Reserves | (1,146) | (20,887) | | **Total Deficit** | **(1,143)** | **(20,884)** | [Notes to the Condensed Interim Financial Statements](index=3&type=section&id=Notes%20to%20the%20Condensed%20Interim%20Financial%20Statements) [1. General Information and Business Operations](index=3&type=section&id=1.%20General%20Information%20and%20Business%20Operations) Vision Deal HK Acquisition Corp. is a SPAC aiming to list a successor company via acquisition or business combination, with its SPAC transaction agreement signed on December 8, 2023, and a re-submitted listing application on June 27, 2024 - The company is a Special Purpose Acquisition Company (SPAC) established to facilitate the listing of a successor company through an acquisition or business combination[3](index=3&type=chunk) - The company announced the signing of a SPAC business combination agreement on December 8, 2023, with the successor company's new listing application, submitted on December 15, 2023, having lapsed on June 14, 2024, and re-submitted on June 27, 2024[3](index=3&type=chunk) - As of June 30, 2024, the company had 100,100,000 Class A shares and 50,050,000 listed warrants, as well as 25,025,000 Class B shares and 35,000,000 founder warrants in issue[4](index=4&type=chunk) [2. Basis of Preparation and Presentation](index=6&type=section&id=2.%20Basis%20of%20Preparation%20and%20Presentation) Interim financial statements are prepared under HKEX Listing Rules and IAS 34, consistent with 2023 annual policies, with IFRS amendments effective January 1, 2024, having no material impact, though significant going concern uncertainty exists - The interim financial statements are prepared in accordance with the applicable disclosure requirements of the Listing Rules and International Accounting Standard 34 "Interim Financial Reporting"[9](index=9&type=chunk) - The adoption of new and revised IFRS accounting standards did not result in significant changes to the company's accounting policies, presentation of financial statements, or reported amounts for the period[10](index=10&type=chunk) - The company's ability to continue as a going concern is subject to significant uncertainty, dependent on the continued support of the joint sponsors and/or the completion of the SPAC business combination, or approval for an extension of the permitted period[11](index=11&type=chunk) [2(a) Basis of Preparation and Statement of Compliance](index=6&type=section&id=2(a)%20Basis%20of%20Preparation%20and%20Statement%20of%20Compliance) - The interim financial statements have been prepared in accordance with the applicable disclosure requirements of the Listing Rules and International Accounting Standard 34 "Interim Financial Reporting"[9](index=9&type=chunk) [2(b) Application of Amendments to IFRS Accounting Standards](index=6&type=section&id=2(b)%20Application%20of%20Amendments%20to%20IFRS%20Accounting%20Standards) - The company has adopted all new and revised IFRS accounting standards effective from January 1, 2024, which did not lead to significant changes in accounting policies or financial statement presentation[10](index=10&type=chunk) [2(c) Going Concern Basis](index=6&type=section&id=2(c)%20Going%20Concern%20Basis) - As of June 30, 2024, the company had net current liabilities and net liabilities of HKD 1,143,000 and incurred a loss of HKD 34,740,000, indicating significant uncertainty regarding its ability to continue as a going concern[11](index=11&type=chunk) [2(d) Functional and Presentation Currency](index=7&type=section&id=2(d)%20Functional%20and%20Presentation%20Currency) - The interim financial statements are presented in Hong Kong Dollars, with all amounts rounded to the nearest thousand[12](index=12&type=chunk) [3. Accounting Policies](index=7&type=section&id=3.%20Accounting%20Policies) Financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value, categorized into Level 1, 2, or 3 based on input observability - The financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[13](index=13&type=chunk) - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[13](index=13&type=chunk) [4. Revenue and Other Income and Losses](index=8&type=section&id=4.%20Revenue%20and%20Other%20Income%20and%20Losses) For the six months ended June 30, 2024, the company generated no revenue, with other income primarily from bank interest and losses mainly from share-based payments and SPAC transaction professional fees - For the six months ended June 30, 2024, the company did not generate any revenue[14](index=14&type=chunk) | Indicator | For the six months ended June 30, 2024 (HKD '000) | For the six months ended June 30, 2023 (HKD '000) | | :--- | :--- | :--- | | Bank interest income | 22,549 | 19,406 | | Net exchange loss | (12) | (19) | | **Total Other Income and Losses** | **22,537** | **19,387** | | Auditor's remuneration | 110 | 100 | | SPAC business combination related professional fees | 1,423 | 4,277 | | Staff costs: Share-based payment expenses | 54,481 | 54,180 | | Directors' remuneration | 299 | 313 | | **Total** | **54,780** | **54,493** | [4(a) Revenue](index=8&type=section&id=4(a)%20Revenue) - For the six months ended June 30, 2024, the company did not generate any revenue[14](index=14&type=chunk) [4(b) Other Income and Losses](index=8&type=section&id=4(b)%20Other%20Income%20and%20Losses) - Other income primarily consists of bank interest income, while major expenses include share-based payment expenses and professional fees related to the SPAC business combination[14](index=14&type=chunk) [6. Income Tax Expense](index=9&type=section&id=6.%20Income%20Tax%20Expense) No income tax provision was made for the six months ended June 30, 2024, as the company had no taxable profit - No income tax provision was made for the period as the company had no taxable profit[15](index=15&type=chunk) [7. Loss Per Share](index=9&type=section&id=7.%20Loss%20Per%20Share) For the six months ended June 30, 2024, basic loss per share was HKD 1.388, identical to diluted loss per share due to the anti-dilutive effect of potential ordinary shares - Basic loss per share is calculated by dividing the loss for the period of approximately HKD 34,740,000 by the weighted average number of 25,025,000 ordinary shares outstanding during the period[16](index=16&type=chunk) - Diluted loss per share for the period is the same as basic loss per share because the inclusion of outstanding redeemable Class A shares, listed warrants, and founder warrants would have an anti-dilutive effect[16](index=16&type=chunk) [8. Dividends](index=9&type=section&id=8.%20Dividends) No dividends were paid or proposed for the six months ended June 30, 2024 - No dividends were paid or proposed for the six months ended June 30, 2024[17](index=17&type=chunk) [9. Restricted Bank Deposits](index=9&type=section&id=9.%20Restricted%20Bank%20Deposits) Restricted bank deposits of HKD 1,001,000 thousand, representing gross proceeds from the offering, are held in an escrow account and classified as current assets due to the commitment to complete the SPAC transaction by December 9, 2024 - Restricted bank deposits represent the gross proceeds from the offering of HKD 1,001,000,000, held in an escrow account[18](index=18&type=chunk) - These funds are classified as current assets due to the company's commitment to complete the SPAC business combination by December 9, 2024[18](index=18&type=chunk) [10. Accrued Expenses and Other Payables](index=10&type=section&id=10.%20Accrued%20Expenses%20and%20Other%20Payables) As of June 30, 2024, accrued expenses and other payables primarily included deferred underwriting commissions of approximately HKD 35,035 thousand, payable upon completion of the SPAC business combination - Accrued expenses and other payables primarily include deferred underwriting commissions of approximately **HKD 35,035,000**, which will be payable upon completion of the SPAC business combination[19](index=19&type=chunk) [11. Financial Liabilities](index=10&type=section&id=11.%20Financial%20Liabilities) The company issued 100,100,000 Class A shares and 50,050,000 listed warrants on June 9, 2022, with redeemable Class A shares valued at HKD 1,001,000 thousand and warrant liabilities at HKD 24,775 thousand as of June 30, 2024 - The company issued 100,100,000 Class A shares and 50,050,000 listed warrants on June 9, 2022[20](index=20&type=chunk) [11(a) Redeemable Class A Shares](index=10&type=section&id=11(a)%20Redeemable%20Class%20A%20Shares) | Indicator | As at June 30, 2024 (HKD '000) | As at December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Redeemable Class A shares | 1,001,000 | 1,001,000 | [11(b) Warrant Liabilities](index=10&type=section&id=11(b)%20Warrant%20Liabilities) - Each listed warrant grants the holder the right to subscribe for one Class A share at an exercise price of **HKD 11.50**, with a redemption threshold price of **HKD 18.00** and a fair market value cap of **HKD 23.00**[22](index=22&type=chunk) | Indicator | As at June 30, 2024 (HKD '000) | As at December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Warrant liabilities | 24,775 | 24,775 | [12. Share Capital](index=11&type=section&id=12.%20Share%20Capital) The company's authorized share capital includes 1,000,000,000 Class A shares and 100,000,000 Class B shares, with 25,025,000 Class B shares issued and fully paid, and capital management focuses on monitoring expenses and securing resources for SPAC targets - The company's authorized share capital comprises 1,000,000,000 Class A shares and 100,000,000 Class B shares, with 25,025,000 Class B shares issued and fully paid[24](index=24&type=chunk) - The company's capital management objective is to continuously monitor expenses and maintain sufficient financial resources to identify suitable SPAC business combination targets[25](index=25&type=chunk) - Liquidity sources to meet capital requirements include proceeds from the sale of Class B shares and founder warrants, as well as loan financing from the founders[25](index=25&type=chunk) [12(a) Share Capital](index=11&type=section&id=12(a)%20Share%20Capital) | Share Class | Number of Shares | Nominal Amount (HKD '000) | | :--- | :--- | :--- | | Authorized: Class A shares of HKD 0.0001 each | 1,000,000,000 | 100 | | Authorized: Class B shares of HKD 0.0001 each | 100,000,000 | 10 | | **Total Authorized** | **1,100,000,000** | **110** | | Issued and fully paid Class B shares | 25,025,000 | 3 | [12(b) Capital Management](index=11&type=section&id=12(b)%20Capital%20Management) - The company's capital management objective is to continuously monitor expenses, strive to keep costs within its primary liquidity sources, and maintain sufficient financial resources to identify suitable SPAC business combination targets[25](index=25&type=chunk) [13. Share-based Payments](index=11&type=section&id=13.%20Share-based%20Payments) The company issued 25,025,000 Class B shares and 35,000,000 founder warrants, classified as share-based payments, with expenses of HKD 49,627 thousand and HKD 4,854 thousand recognized for Class B share conversion rights and founder warrants, respectively, valued using Monte Carlo simulation - The company has issued 25,025,000 Class B shares and 35,000,000 founder warrants, with their conversion rights and warrants classified as share-based payments[26](index=26&type=chunk) - During the period, equity-settled share-based payment expenses of approximately **HKD 49,627,000** and **HKD 4,854,000** were recognized from Class B share conversion rights and founder warrants, respectively[27](index=27&type=chunk) [13(a) Class B Share Conversion Rights](index=12&type=section&id=13(a)%20Class%20B%20Share%20Conversion%20Rights) - The fair value of each Class B share conversion right is estimated at **HKD 10.0**, determined based on the unit issue price of Class A shares[28](index=28&type=chunk) [13(b) Founder Warrants](index=12&type=section&id=13(b)%20Founder%20Warrants) - As of June 30, 2024, the weighted average exercise price of unexercised founder warrants was **HKD 11.5**, with a weighted average remaining contractual life of **0.4 years**[30](index=30&type=chunk) - The fair value of each founder warrant is estimated at **HKD 1.6987**, based on a Monte Carlo simulation model[32](index=32&type=chunk) [14. Events After the Reporting Period](index=13&type=section&id=14.%20Events%20After%20the%20Reporting%20Period) On July 26, 2024, the company announced a proposed distribution of HKD 0.3 per Class A share to Class A shareholders - On July 26, 2024, the company announced a proposed distribution of **HKD 0.3** per Class A share to Class A shareholders[33](index=33&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=14&type=section&id=Business%20Review) As a SPAC, the company conducted no revenue-generating transactions during the period, reporting a total loss and comprehensive loss of approximately HKD 34.7 million primarily due to share-based payment expenses - The company, as a Special Purpose Acquisition Company, did not engage in any revenue-generating transactions during the relevant period[34](index=34&type=chunk) - The company recorded a loss and total comprehensive loss of approximately **HKD 34.7 million** for the relevant period, primarily due to share-based payment expenses[34](index=34&type=chunk) [SPAC Business Combination Transaction](index=15&type=section&id=SPAC%20Business%20Combination%20Transaction) The company is committed to completing a SPAC business combination within 30 months of listing, identifying Quwan Group as the target, with a re-submitted listing application on June 27, 2024, following an earlier lapse due to regulatory delays - The company is committed to publishing a SPAC business combination announcement within 18 months from the listing date and completing the transaction within 30 months, i.e., by December 9, 2024[35](index=35&type=chunk) - The company has identified Quwan Group, engaged in providing online audio content, online music, and entertainment services, as the target for the business combination[35](index=35&type=chunk) - The successor company re-submitted its new listing application to the Stock Exchange on June 27, 2024, after the previous application submitted on December 15, 2023, lapsed on June 14, 2024, due to the need for additional time to obtain regulatory approvals[36](index=36&type=chunk) [Escrow Account](index=16&type=section&id=Escrow%20Account) Funds in the escrow account are held in trust for the company and Class A shareholders, releasable only under specific conditions, and will prioritize Class A shareholder redemptions and acquisition costs upon SPAC transaction completion - Funds in the escrow account are held in trust for the company and Class A shareholders, and can only be released under specific conditions[38](index=38&type=chunk) - Upon completion of the SPAC business combination, funds from the escrow account will be prioritized for paying Class A shareholder redemptions, the acquisition consideration, and related expenses[38](index=38&type=chunk) [Outlook](index=17&type=section&id=Outlook) The company aims to generate substantial shareholder returns by identifying high-quality SPAC targets and negotiating favorable acquisition terms, having identified Quwan Group as a suitable target and anticipating global economic improvement, particularly in China's TMT sector - The company aims to create substantial returns for shareholders by identifying high-quality SPAC business combination targets and negotiating favorable acquisition terms at attractive valuations[39](index=39&type=chunk) - The company has identified Quwan Group as a favorable and suitable SPAC business combination target and has entered into relevant agreements for the SPAC business combination[39](index=39&type=chunk) - The company anticipates a gradual improvement in the global economy, with significant upside potential in the Chinese market and the technology, media, and telecommunications (TMT) sector[41](index=41&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) The company reported a total loss and comprehensive loss of approximately HKD 34.7 million, mainly from share-based payments, with current assets of HKD 1,060.6 million, including HKD 59.1 million in cash and HKD 1,001.0 million in the escrow account, and no operating revenue since inception - The company recorded a loss and total comprehensive loss of approximately **HKD 34.7 million** during the relevant period, primarily attributable to share-based payment expenses[42](index=42&type=chunk) - As of June 30, 2024, the company's current assets were approximately **HKD 1,060.6 million**, including cash and cash equivalents of approximately **HKD 59.1 million** and **HKD 1,001.0 million** in the escrow account[42](index=42&type=chunk) - The company has not conducted any business or generated any operating revenue since its incorporation, with operating revenue not expected to be generated until the completion of the SPAC business combination at the earliest[42](index=42&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The company obtained HKD 1,001.0 million from its offering, with additional liquidity from Class B share and founder warrant proceeds of HKD 35.2 million and available loan facilities, deeming its financial resources sufficient for pre-SPAC transaction capital needs - The company obtained gross proceeds of **HKD 1,001.0 million** from the offering[43](index=43&type=chunk) - Key liquidity sources include proceeds of approximately **HKD 35.2 million** from the issuance of Class B shares and founder warrants, as well as available loan facilities[43](index=43&type=chunk) - The company believes it has sufficient financial resources to meet its ongoing capital requirements until the completion of the SPAC business combination[43](index=43&type=chunk) [Indebtedness](index=19&type=section&id=Indebtedness) The company incurred no debt during the period and has an undrawn, interest-free, unsecured loan facility of up to HKD 10.0 million for working capital - The company did not incur any indebtedness during the relevant period[44](index=44&type=chunk) - The company has an unsecured loan facility for working capital of up to **HKD 10.0 million**, which can be drawn as needed without incurring interest, but no amounts were drawn during the relevant period[44](index=44&type=chunk) [Gearing Ratio](index=20&type=section&id=Gearing%20Ratio) The gearing ratio calculation is not applicable as of June 30, 2024, due to a shareholder's equity deficit of approximately HKD 1.1 million - The calculation of the gearing ratio as of June 30, 2024, is not applicable due to a shareholder's equity deficit of approximately **HKD 1.1 million** attributable to owners of the company[45](index=45&type=chunk) [Capital Structure](index=20&type=section&id=Capital%20Structure) The company's capital structure comprises 100,100,000 Class A shares, 25,025,000 Class B shares, 50,050,000 listed warrants, and 35,000,000 founder warrants, with Class B shares convertible to Class A shares upon SPAC transaction completion - The company's share capital comprises 100,100,000 Class A shares and 25,025,000 Class B shares, as well as 50,050,000 listed warrants and 35,000,000 founder warrants[45](index=45&type=chunk) - Class B shares are convertible into Class A shares on a one-to-one basis upon completion of the SPAC business combination[45](index=45&type=chunk) - Both listed warrants and founder warrants are exercisable at an exercise price of **HKD 11.50** for one Class A share and will become exercisable 30 days after the completion of the SPAC business combination[46](index=46&type=chunk) [Material Acquisitions and Disposals](index=20&type=section&id=Material%20Acquisitions%20and%20Disposals) The company did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the period - During the relevant period, the company did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[47](index=47&type=chunk) [Material Investments](index=21&type=section&id=Material%20Investments) As of June 30, 2024, the company held no material investments - As of June 30, 2024, the company held no material investments[48](index=48&type=chunk) [Pledge of Assets](index=21&type=section&id=Pledge%20of%20Assets) As of June 30, 2024, the company had not pledged any assets - As of June 30, 2024, the company had not pledged any assets[48](index=48&type=chunk) [Plans for Material Investments or Capital Assets](index=21&type=section&id=Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The company has signed agreements with Quwan Group for the SPAC business combination, including a PIPE investment, share transfer, and business combination agreement, with no other specific plans for major investments or capital assets - The company has entered into agreements with Quwan Group for the SPAC business combination, including a PIPE investment agreement, a share transfer agreement, and a business combination agreement[48](index=48&type=chunk) - Other than the aforementioned, the company has no specific plans for other material investments or capital assets[48](index=48&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=Employees%20and%20Remuneration%20Policy) The company had no employees as of June 30, 2024; executive and non-executive directors receive no remuneration, while independent non-executive directors' remuneration is market-based - The company had no employees as of June 30, 2024[49](index=49&type=chunk) - Executive and non-executive directors are not entitled to any remuneration, while the remuneration of independent non-executive directors is based on market rates for similar positions[49](index=49&type=chunk) [Charge on Assets](index=21&type=section&id=Charge%20on%20Assets) As of June 30, 2024, the company had no charges on its assets - As of June 30, 2024, the company had no charges on its assets[50](index=50&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) The company is not exposed to significant foreign exchange risk as it holds no material financial assets or liabilities denominated in currencies other than its functional currency and used no hedging instruments - The company is not exposed to any significant foreign exchange risk as it does not hold any material financial assets or liabilities denominated in currencies other than its functional currency[51](index=51&type=chunk) - The company did not use any financial instruments for hedging purposes during the relevant period[51](index=51&type=chunk) [Contingent Liabilities](index=22&type=section&id=Contingent%20Liabilities) As of June 30, 2024, the company had no contingent liabilities - As of June 30, 2024, the company had no contingent liabilities[52](index=52&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) The company amended its articles to comply with Listing Rules, proposed no interim dividend, adhered to corporate governance and securities trading standards, maintained public float, and post-period, proposed a HKD 0.3 per Class A share distribution, with unchanged use of offering proceeds [Amendments to Articles of Association](index=22&type=section&id=Amendments%20to%20Articles%20of%20Association) - The Board of Directors approved amendments to the Articles of Association on May 20, 2024, which were approved by shareholders on June 28, 2024, to reflect the latest requirements of the Listing Rules[52](index=52&type=chunk) [Interim Dividend](index=22&type=section&id=Interim%20Dividend) - The company has not adopted a dividend policy, has not paid any dividends prior to the completion of the SPAC business combination, and the Board of Directors did not propose any interim dividend during the relevant period[53](index=53&type=chunk) [Corporate Governance](index=22&type=section&id=Corporate%20Governance) - The company has complied with the applicable code provisions set out in Part 2 of the Corporate Governance Code during the relevant period[54](index=54&type=chunk) [Model Code for Securities Transactions](index=23&type=section&id=Model%20Code%20for%20Securities%20Transactions) - The company has adopted the Model Code and, following specific inquiries to all Directors, confirmed their full compliance with the required standards set out in the Model Code during the relevant period[55](index=55&type=chunk) [Audit Committee Review of Interim Financial Information](index=23&type=section&id=Audit%20Committee%20Review%20of%20Interim%20Financial%20Information) - The Audit Committee has reviewed the accounting principles and practices adopted by the company and discussed financial reporting matters with management, including the unaudited interim financial information for the relevant period[55](index=55&type=chunk) - The interim results for the relevant period have not been reviewed or audited by the company's auditor[55](index=55&type=chunk) [Sufficiency of Public Float](index=23&type=section&id=Sufficiency%20of%20Public%20Float) - The company maintained the public float required by the Listing Rules during the relevant period[56](index=56&type=chunk) [Events After the Relevant Period](index=23&type=section&id=Events%20After%20the%20Relevant%20Period) - On July 26, 2024, the company announced a proposed distribution of **HKD 0.3** per Class A share to Class A shareholders[57](index=57&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) - During the relevant period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[58](index=58&type=chunk) [Use of Proceeds from the Offering](index=24&type=section&id=Use%20of%20Proceeds%20from%20the%20Offering) - The company obtained gross proceeds from the offering of approximately **HKD 1,001.0 million**, which are held in an escrow account, and the intended use remains unchanged[59](index=59&type=chunk) - Funds held in the escrow account will be used, in order of priority, to pay Class A shareholder redemptions, the acquisition consideration, and other expenses upon completion of the SPAC business combination[59](index=59&type=chunk) [Publication of Interim Results and Interim Report](index=24&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) - This announcement is published on the Stock Exchange's website and the company's website, and the interim report containing all information will be available in due course[60](index=60&type=chunk) [Forward-Looking Statements](index=24&type=section&id=Forward-Looking%20Statements) - This announcement contains forward-looking statements, and actual results or performance may differ materially from those stated due to risks, uncertainties, and other factors[61](index=61&type=chunk) [Definitions](index=25&type=section&id=Definitions) This section provides definitions for key terms used throughout the report

Financial Position - As of December 31, 2023, the company's current assets amounted to approximately HKD 1,041.2 million, including cash and cash equivalents of about HKD 39.2 million and proceeds held in escrow accounts of approximately HKD 1,001.0 million[1]. - The total proceeds from the issuance after listing amounted to HKD 1,001.0 million[2]. - The company has no bank borrowings as of December 31, 2023[21]. - The total amount raised from the offering, after deducting underwriting commissions and related costs, is approximately HKD 1,001.0 million[64]. - As of December 31, 2023, the company reported cash and cash equivalents of HKD 39,214 million, a significant increase from HKD 8,001 million in the previous year[90]. - The net cash increase from financing activities was HKD 34,306 million, contributing to an overall cash increase of HKD 31,213 million[108]. - The company has 100,100,000 Class A shares and 50,050,000 warrants issued and outstanding as of December 31, 2023[95]. SPAC Transactions - The company has entered into agreements related to a special purpose acquisition company (SPAC) transaction, including a PIPE investment agreement and share transfer agreements[10]. - The company may not be able to announce or complete the SPAC transaction within the stipulated time frames of 18 months or 30 months from the listing date[17]. - The funds held in the escrow account will be released for payment of redemption rights to Class A shareholders and other expenses related to the completion of the SPAC merger transaction[86]. - The company is a special purpose acquisition company (SPAC) and has signed an agreement for a merger transaction on December 8, 2023[94]. - The company will not engage in any trading of its listed securities prior to the completion of the SPAC merger transaction[82]. - The company has not conducted any revenue-generating transactions during the relevant period[49]. - The company has not engaged in any other business operations apart from identifying acquisition targets[95]. Corporate Governance - The company has received annual confirmations regarding the independence of its independent non-executive directors[25]. - The company has established an audit committee to review financial information and monitor the effectiveness of risk management and internal control systems[78]. - The company has complied with the corporate governance code during the relevant period[60]. - There are no other individuals, apart from directors and senior management, who hold interests in shares that need to be disclosed under the Securities and Futures Ordinance[55]. - The board aims to create attractive returns for shareholders by selecting high-quality SPAC acquisition targets[160]. - The board is committed to reviewing the company's corporate governance situation regularly and making necessary changes to comply with governance codes[161]. - The board is responsible for guiding and effectively supervising senior management, focusing on the overall strategic direction and business management of the company[162]. - The company emphasizes the importance of good corporate governance to protect shareholder interests and enhance corporate value[159]. - The board has a clear division of responsibilities with senior management, ensuring effective oversight of daily operations[162]. - The company has appointed independent directors to enhance governance and accountability[170]. - The board consists of ten members, including three executive directors, three non-executive directors, and four independent non-executive directors[185]. - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee, each operating under defined terms of reference[197]. - The independent non-executive directors actively participate in board and committee meetings, ensuring independent views are provided[188]. - The chairman is responsible for leading the board and overseeing its effectiveness, having held a meeting with independent non-executive directors without other directors present[195]. - The company has appointed at least three independent non-executive directors, meeting the requirement of not less than one-third of the board members[196]. - The company secretary has over 18 years of experience in providing corporate services to listed companies[180]. Strategic Outlook - The company is focused on expanding its market presence through strategic acquisitions and partnerships[94]. - The management team has extensive experience in investment banking, private equity, and cross-border mergers and acquisitions[96][99]. - The company plans to generate operational income post-merger, primarily from interest income until the completion of the acquisition[95]. - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[129]. - The company is investing in new technology development, with a budget allocation of $10 million for R&D in the upcoming year[129]. - Market expansion plans include entering three new international markets by the end of 2024, aiming for a 20% increase in market share[129]. - The company is considering strategic acquisitions to enhance its product offerings, with a target of completing at least two acquisitions within the next 18 months[129]. - The management team includes experienced professionals with backgrounds in luxury retail and financial services, enhancing the company's strategic direction[120]. - The company has established a new advisory board to guide its growth strategy, comprising industry veterans with extensive experience in cross-border transactions[134]. - The company aims to improve operational efficiency by implementing advanced analytics and AI technologies, expecting a 10% reduction in operational costs[129]. - The company has set a goal to increase its ESG (Environmental, Social, and Governance) initiatives, targeting a 30% reduction in carbon emissions by 2025[129]. Meetings and Performance Review - The company held three board meetings during the relevant period to discuss the progress of special purpose acquisition company (SPAC) transactions, interim and annual performance, and overall strategy and policies[160]. - Management provides the board with monthly updates containing detailed information to assess the progress, performance, and prospects of SPAC transactions[160]. - The audit committee reviewed the audited financial statements for the relevant period and confirmed compliance with applicable accounting standards and listing rules[199]. - The company is committed to maintaining high standards of corporate governance and has implemented measures to enhance internal control systems[183]. - The board is required to meet at least four times a year, approximately once per quarter[184]. - The company held three board meetings during the relevant period, with the annual general meeting taking place on June 23, 2023[191].

Financial Performance - For the fiscal year ending December 31, 2023, the company reported total income of HKD 44,669,000, compared to HKD 6,841,000 for the period from January 20, 2022, to December 31, 2022[5]. - The company incurred a loss before tax of HKD 73,321,000 for the year ending December 31, 2023, compared to a loss of HKD 153,604,000 for the previous period[5]. - Basic and diluted loss per share for the year ending December 31, 2023, was HKD 2.930, compared to HKD 6.516 for the previous period[5]. - The company recorded a loss and comprehensive loss of approximately HKD 73.3 million during the relevant period, primarily due to share-based payment expenses and special purpose acquisition company (SPAC) transaction costs[41]. - The company incurred administrative expenses of approximately HKD 123.2 million during the relevant period, mainly attributed to share-based payment expenses[56]. - The company has not generated any revenue since its incorporation on January 20, 2022, and all activities have been related to its establishment, listing, and SPAC transactions[57]. - The company reported a loan financing agreement of HKD 10.0 million established on June 2, 2022[121]. - The bank interest income for the year ended December 31, 2023, was HKD 44,717,000, compared to HKD 6,944,000 for the year ended December 31, 2022[200]. - The net foreign exchange loss was HKD (48,000) for the year ended December 31, 2023, compared to HKD (103,000) for the year ended December 31, 2022[200]. Assets and Liabilities - As of December 31, 2023, the company had cash and cash equivalents of HKD 39,214,000, an increase from HKD 8,001,000 in the previous year[11]. - The total liabilities of the company as of December 31, 2023, were HKD 1,062,082,000, slightly down from HKD 1,066,950,000 in the previous year[11]. - The company has a shareholder equity deficit of approximately HKD 20.9 million as of December 31, 2023[31]. - As of December 31, 2023, the company's current assets amounted to approximately HKD 1,041.2 million, including cash and cash equivalents of about HKD 39.2 million and proceeds held in the trust account of approximately HKD 1,001.0 million[56]. - As of December 31, 2023, the company reported a net current liability and total liabilities of HKD 20,884,000[189]. - There are no contingent liabilities as of December 31, 2023[85]. - The company had no assets pledged as collateral as of December 31, 2023[71]. Capital Structure and Share Issuance - The company has issued 100,100,000 Class A shares and 50,050,000 listing warrants as of December 31, 2023[15]. - The company’s capital structure includes 100,100,000 A class shares and 25,025,000 B class shares[32]. - The total amount raised from the issuance, after deducting underwriting commissions and related costs, is approximately HKD 1,001.0 million[108]. - The total proceeds from the issuance of B shares and founder warrants amounted to approximately HKD 35.2 million[60]. - The company plans to issue warrants at a price of HKD 1.00 per warrant, allowing holders to purchase A shares at HKD 11.50 each[149]. - The PIPE investment agreement allows for the issuance of 57,620,000 to 61,020,000 A shares, subject to adjustments based on the final valuation of the target company[154]. SPAC Transactions and Strategy - The company is a special purpose acquisition company (SPAC) and has not engaged in any other business operations apart from identifying acquisition targets[13]. - The company plans to complete its acquisition transaction as soon as possible following the completion of the SPAC merger[15]. - The expected acquisition date for the special purpose acquisition company is between December 2022 and December 2023[23]. - The company has initiated the identification, selection, and evaluation of potential SPAC targets since its listing, focusing on companies providing online audio content, music, and entertainment services[42]. - The company expects to incur significant costs to complete the SPAC transaction, utilizing proceeds from various sources including the issuance of B shares and PIPE investments[47]. - The company has committed to publishing announcements regarding SPAC transactions within 18 and 30 months from the listing date, unless extended with shareholder approval[48]. - The company has announced details regarding the SPAC transaction on December 8 and December 15, 2023, with further information available in those announcements[50]. - The company’s ability to continue as a going concern depends on the ongoing support from its sponsors and/or the completion of the special purpose acquisition company transaction[189]. - If the special purpose acquisition company transaction is not completed by December 9, 2024, the company’s ability to continue will depend on the approval of an extension[189]. - The company has a special purpose acquisition company transaction period of 30 months from the date of listing to complete the acquisition[185]. - If the company fails to announce the special purpose acquisition company transaction within 18 months or complete it within 30 months, it may lose the right to deferred underwriting commissions[186]. - The company must return funds to Class A shareholders if it fails to meet certain deadlines, with a minimum return of HKD 10.00 per Class A share[193]. Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to oversee compliance with corporate governance standards[98]. - The company has complied with corporate governance codes, with only minor deviations noted[86]. - The company has conducted three board meetings during the relevant period to review and discuss the progress of special purpose acquisition company (SPAC) transactions and operational performance[95]. - The company has confirmed compliance with the standards set forth in the listing rules during the relevant period[97]. - The company is subject to significant regulatory requirements and must comply with the International Financial Reporting Standards[187]. - The company adopted new International Financial Reporting Standards effective from January 1, 2023, which enhances the disclosure of accounting policies[197]. Future Outlook - The company anticipates gradual improvement in the global economy in the first half of 2024, despite uncertainties due to high interest rates and geopolitical risks[55]. - The company has identified a suitable SPAC target in the online audio content and entertainment services sector, indicating potential for future growth[53]. - The company will continue to monitor global economic and market developments to ensure the successful completion of SPAC transactions for maximum shareholder returns[55]. - The company aims to create attractive returns for shareholders through the selection of quality SPAC targets[95]. - The company’s future outlook includes potential mergers and acquisitions as part of its overall strategy[95]. Miscellaneous - The company has not declared or recommended any dividends for the fiscal year ending December 31, 2023[16]. - The company has not made any significant investments as of December 31, 2023[80]. - There were no major acquisitions or sales of subsidiaries during the relevant period[79]. - The company has maintained a cautious financial management approach regarding its treasury policy[66]. - The company has no employees as of December 31, 2023, and no compensation plans for directors[74]. - The company has not incurred any significant foreign exchange risks due to the absence of major financial assets or liabilities in currencies other than its functional currency[84]. - The company has entered into agreements related to the special purpose acquisition company merger transaction, including PIPE investment agreements[82]. - The company is registered in the Cayman Islands and was established on January 20, 2022[122]. - The company’s shares and warrants were listed on the Hong Kong Stock Exchange on June 10, 2022[131]. - The company is focused on enhancing its financial services through innovative solutions and technology[167]. - The total amount raised from the listing is HKD 1,001,000,000, which has been deposited into a trust account[184]. - The target company, QW Merger Sub Limited, was established on October 20, 2023, under Cayman Islands law for the purpose of the merger[174]. - The trust agreement with China Construction Bank Asia Trust Limited was established on June 2, 2022, for the operation of the trust account[179]. - The company plans to use the funds in the trust account primarily for payments related to the merger transaction and associated expenses[179]. - The fair value of the target company must account for at least 80% of the funds raised by the company since its listing[181]. - A class shareholders will have the right to redeem their shares based on the amount in the trust account, not less than HKD 10.00 per A share[180]. - The company has a strategy to ensure that the merger transaction is completed within specified timeframes to maintain shareholder value[179]. - The listing proceeds will not be released from the trust account except for specific payments and expenses[184].

Financial Performance - The company reported its financial results for the six months ending June 30, 2023, with a focus on revenue and other income[15]. - As of June 30, 2023, the company had cash of HKD 20,327,000 and current liabilities of HKD 1,044,704,000, resulting in a net loss of HKD 40,878,000 for the period[16]. - The total comprehensive loss for the period was approximately HKD 40.9 million, primarily due to share-based payment expenses[35]. - The company recorded a total loss of approximately HKD 40.9 million during the relevant period, primarily due to share-based payment expenses[70]. - For the six months ended June 30, 2023, the company reported a total loss of HKD 40,878,000, compared to a loss of HKD 57,006,000 for the same period in 2022, indicating a 28.4% improvement year-over-year[108]. - The basic and diluted loss per share for the period was HKD 1.633, reflecting the company's financial performance[108]. - The company incurred administrative expenses of approximately HKD 60.3 million during the relevant period, primarily due to share-based payment expenses[55]. - The company has not generated any revenue since its inception on January 20, 2022[160]. - The company anticipates that it will not generate any operational income until the completion of the SPAC transaction[145]. Financial Position - As of June 30, 2023, the company's non-current assets were approximately HKD 1,001.0 million, all attributed to the funds held in the escrow account[55]. - As of June 30, 2023, the company's current assets were approximately HKD 21.7 million, including cash and cash equivalents of about HKD 20.3 million[55]. - The company has a total unsecured loan financing of HKD 10.0 million as per the loan agreement dated June 2, 2022[4]. - The company has a credit facility of up to HKD 10 million for operational funding, but did not draw any funds from this facility during the relevant period[73]. - The company maintains a restricted bank deposit totaling HKD 1,001,000,000, which is classified as a non-current asset due to the uncertainty of completing a special purpose acquisition company transaction within the next twelve months[183]. - The company has no significant investments or assets pledged[76][77]. - As of June 30, 2023, the company had no significant unrecognized deferred tax assets as of the reporting date[181]. - The company has no significant contingent liabilities reported in the interim financial information[95]. SPAC Transactions - The company anticipates continuing to incur significant costs related to special purpose acquisition company (SPAC) transactions, with cash and operational funds deemed insufficient as of June 30, 2023[16]. - Management plans to address financial challenges through loan financing provided by joint sponsors, with forecasts indicating sufficient resources to identify suitable SPAC targets over the next 18 months[16]. - The company has not yet selected a suitable SPAC target that aligns with its business strategy and commercial viability as of the mid-report date[37]. - The company has committed to announcing and completing SPAC transactions within 18 to 30 months from the listing date, subject to shareholder and exchange approval if deadlines are not met[37]. - The company has established criteria for evaluating potential SPAC targets, including market leadership, competitive product offerings, and sound financial performance[36]. - The company plans to complete a business combination transaction with a special purpose acquisition company (SPAC) within specified deadlines[166]. - The company has not completed any special purpose acquisition company transactions within the stipulated 30-month period since its listing date[191]. - The company expects to face significant costs in evaluating potential acquisition targets and negotiating terms for special purpose acquisition company (SPAC) transactions[53]. Share Capital and Ownership - The company’s capital structure includes 100,100,000 A class shares and 25,025,000 B class shares, along with 50,050,000 listed warrants and 35,000,000 founder warrants[75]. - The company has issued a total of 100,100,000 Class A shares, with 17,500,000 Class A shares potentially exercisable under the founder warrants, representing 14% of the total issued shares[97]. - The company has issued a total of 25,025,000 Class B shares, with major shareholders holding 45% each by VKC Management and Vision Deal Acquisition Sponsor LLC, and 10% by Opus Vision SPAC Limited[98]. - Major shareholder Haitong Global Investment SPC IV holds 27,390,000 Class A shares, representing 27.36% of the relevant class of shares and 21.89% of the total issued share capital[100]. - The company has a total of 15,015,000 shares held by Snow Lake Management, representing 15% of the relevant class of shares and 12% of the total issued share capital[102]. - Major shareholders include VKC Management and Vision Deal Acquisition Sponsor LLC, each holding 11,261,250 B shares, representing 45.00% of the relevant class of shares[116]. Regulatory and Reporting Compliance - The company has adopted all new and revised International Financial Reporting Standards effective from January 1, 2023, with no significant impact on its financial statements[7]. - The company has not yet applied new International Financial Reporting Standards that have been issued but are not yet effective, and it is currently assessing their potential impact[7]. - The company’s accounting policies remain consistent with those described in the annual financial statements for the year ending December 31, 2022[6]. - The company’s financial statements are prepared based on historical cost, except for certain financial instruments measured at fair value[11]. - The company’s financial reporting includes fair value measurements categorized into three levels based on the observability of input data[14]. - The interim financial statements do not include adjustments for potential liabilities arising from the inability to continue as a going concern[17]. - There is significant uncertainty regarding the company's ability to continue as a going concern, which may impact asset liquidation and debt repayment[17]. Risk Management - The company is committed to prudent risk management and internal control measures while exploring acquisition opportunities[68]. - The company has no significant financial assets or liabilities denominated in currencies other than its functional currency, thus it does not face any major foreign exchange risk[94]. Other Information - The company has not engaged in any revenue-generating transactions during the reporting period[35]. - The company has not engaged in any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the relevant period[64]. - The company has not disclosed any new product or technology developments, market expansions, or mergers and acquisitions in the provided content[96]. - There were no significant events after the reporting period up to the approval date of the interim report[119]. - The company has not declared or proposed any dividends for the period ended June 30, 2023, consistent with the previous year[195].