HK ACQUISITION CORPORATION 香港匯德收購公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock code 股份代號：7841 Warrant code 權證代號：4841 2094 中期報告 INTERIM REPORT 目錄 公司資料 2 釋義 3 主席報告 6 管理層討論與分析 8 企業管治及其他資料 14 獨立審閱報告 24 綜合損益及其他全面收益表 26 綜合財務狀況表 27 綜合權益變動表 28 簡明綜合現金流量表 29 未經審核綜合中期財務報告附註 30 公司資料 | --- | --- | |------------------------------------------------------------|-------------------------------------------------------------------------------------------------| | | | | 獨立非執行董事 許照中先生 黃思豪 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 HK ACQUISITION CORPORATION 香港匯德收購公司 （於開曼群島註冊成立的有限公司） （股份代號：7841） （權證代號：4841） 截至2024年6月30日止六個月 中期業績公告 及 特殊目的收購公司併購交易的最新情況 中期業績 香港匯德收購公司（「本公司」，連同其附屬公司「本集團」）董事（「董事」）會（「董 事會」）欣然宣佈本集團截至2024年6月30日止六個月（「報告期」）的未經審核綜 合中期業績，連同2023年同期的比較數字。 – 1 – 未經審核綜合損益及其他全面收益表 （以港元計算） 附註： | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------------------------| ...

Corporate Governance - The company has adopted the principles and code provisions of the corporate governance code since its listing date[2] - The board of directors includes experienced members with over 40 years in the logistics and transportation industry, enhancing governance and oversight[21] - The company has a commitment to effective accountability through its management structure and internal control procedures[2] - The independent non-executive directors are responsible for providing independent opinions to the company's management[12] - The nomination committee reviews the time and effort dedicated by directors to ensure adequate participation in company affairs[15] - The company emphasizes the importance of corporate governance elements in achieving effective accountability[2] - The independent non-executive directors have been appointed to ensure unbiased oversight and guidance for the company[12] - The company has established a framework for annual reviews of director commitments to ensure ongoing engagement[15] - The board includes members with extensive backgrounds in finance and management, contributing to strategic decision-making[21] - The board has complied with listing rules requiring at least one independent non-executive director with appropriate professional qualifications or financial management expertise[152] - The board consists of eight members, including four executive directors and four independent non-executive directors[165] - The company has established a mechanism to ensure the board receives independent opinions and advice, with at least three independent non-executive directors to enhance independence[153] - The company has adopted a conflict of interest policy requiring directors to disclose any personal significant interests in contracts or transactions[170] - The board is responsible for evaluating the independence of independent non-executive directors at least annually[153] - The company has implemented a standard code of conduct regarding directors' securities trading since its listing date[164] - The independent non-executive directors are required to provide annual confirmations of their independence[153] - The company has established an audit committee consisting of three independent non-executive directors, with Mr. Huang Sihao serving as the chairman, who possesses the necessary professional qualifications in financial management[200] - The company has a diverse board composition, with directors having backgrounds in banking, private equity, asset management, and other fields[187] - Each director is required to retire at least once every three years, ensuring board refreshment[197] - The company provides training for directors, including participation in seminars and forums, to ensure they are well-informed about their responsibilities[199] - All directors have participated in ongoing professional development to enhance and update their knowledge and skills[198] Financial Performance - The company reported a total loss and comprehensive income of approximately HKD 46,300,000 for the reporting period[89] - Adjusted profit for the reporting period was approximately HKD 41,000,000 after excluding certain non-cash items and one-time events[89] - As of December 31, 2023, the company's net liabilities were approximately HKD 153,500,000, down from HKD 186,400,000 as of December 31, 2022[90] - The company generated interest income of approximately HKD 47,600,000 during the reporting period[89] - The adjusted loss for the year was approximately HKD 46,264,094, compared to a loss of HKD 175,225,823 in the previous period[93] - The company has not specified any revenue figures or performance metrics in the current report[63] - The company has no significant investments or capital asset plans for the future as of December 31, 2023[98] - The company did not engage in any business activities other than organizing and preparing for special purpose acquisition company transactions during the reporting period[87] - The company has not selected any specific targets for special purpose acquisition company mergers as of December 31, 2023[87] SPAC Transactions - The company aims to select high-quality merger targets for its special purpose acquisition company (SPAC) to negotiate favorable acquisition terms and create attractive returns for shareholders[42] - The company is authorized to acquire up to 8% of additional shares of the successor company post-merger, subject to shareholder approval[27] - The company is committed to ensuring substantial success for its successor company following the SPAC merger[42] - The company’s mission includes negotiating attractive valuations for its acquisition targets[42] - The company has a 24-month period from the listing date (August 15, 2022) to announce special purpose acquisition company (SPAC) merger transactions, with a possible extension of up to six months approved by shareholders and the stock exchange[43] - The company aims to identify SPAC merger targets with strong and sustainable growth prospects in the coming months[43] - The company is currently selecting special purpose acquisition company (SPAC) targets and has not engaged in any negotiations or evaluations regarding potential SPAC transactions[85] - The company will not engage in any business related to the selection, organization, and completion of SPAC transactions until such transactions are completed[85] - The company has not established any binding agreements regarding potential SPAC transactions as of the reporting period[85] - The company plans to use any remaining cash after the SPAC transaction for general corporate purposes, including maintaining or expanding the business and funding future acquisitions[127] - The company aims to select a high-quality SPAC acquisition target with attractive valuation terms to create appealing returns for shareholders[151] Strategic Focus - The company intends to focus on financial services and technology companies with competitive advantages in sustainability and corporate governance in the Greater China region[63] - The company has a strategic focus on expanding its operations in various industries and regions, although it is not limited to any specific sector[63] - The company is focused on expanding its presence in the financial technology sector and attracting global talent and partners[76] - The company is committed to fostering innovation and entrepreneurship within the digital technology community in Hong Kong[76] - The company has appointed Dr. Lam Ka Lee as a senior advisor to provide strategic development and investment advice[71] - Dr. Lam's extensive network and industry-specific knowledge in innovation and technology are expected to assist the company in identifying and evaluating ideal SPAC targets[76] - The company aims to identify differentiated enterprises with compelling competitive advantages in the financial services and technology sectors within the Greater China region[76] Use of Proceeds - The company is focused on utilizing the proceeds from the SPAC for merger transactions and operational funding needs[105] - There are no significant changes anticipated in the planned use of proceeds as of the listing date[105] - The total proceeds from the special purpose acquisition company (SPAC) offering amounted to HKD 1,000,500,000[126] - The remaining funds in the escrow account will be used to pay for the acquisition costs related to the SPAC transaction, which must have a fair market value of at least 80% of the total proceeds from the SPAC offering[127] - The net proceeds from the sale of founder warrants amount to HKD 31,400,000, with approximately HKD 5,000,000 remaining unused as of December 31, 2022, and subsequently utilized for general operating funds[105] Management and Operations - The company does not plan to hire any full-time employees until the completion of the SPAC merger transaction, and thus has not established a compensation policy during the reporting period[125] - The board of directors will determine any future compensation policy based on the business type and scale of the SPAC merger target[125] - The company aims to attract and retain top-quality employees through a compensation package that includes salary, bonuses, and various allowances[125] - During the reporting period, the remuneration committee held one meeting to review the company's remuneration policy and the performance of executive directors[178]

Financial Performance - For the year ended December 31, 2023, the company reported interest income of HKD 47,568,051, a significant increase from HKD 2,817,711 in the previous year[3] - The company incurred a total operating loss of HKD 38,125,258, compared to a loss of HKD 115,868,836 for the previous period[3] - The adjusted profit for the year was HKD 41,039,226, contrasting with an adjusted loss of HKD 596,897 in the prior year[3] - The company reported a net loss of HKD 153,490,184, an improvement from a net loss of HKD 186,390,574 in the previous year[5] - The basic and diluted loss per share for the year was HKD 1.85, compared to HKD 12.37 in the previous year[3] - The company reported a loss attributable to the founders' shareholders of HKD 46,264,094 for the year ended December 31, 2023, compared to a loss of HKD 175,225,823 for the period from January 26, 2022, to December 31, 2022[18] - The company recognized total expenses of HKD 79,164,484 related to the equity-settled share-based payment for the warrants and founder shares for the year ended December 31, 2023[33] - The company reported a net loss and total comprehensive income of approximately HKD 46,300,000 for the reporting period, with adjusted profit of approximately HKD 41,000,000 after excluding certain expenses[48] Assets and Liabilities - The total assets as of December 31, 2023, amounted to HKD 1,031,354,187, up from HKD 1,009,217,611 a year earlier[5] - Cash and cash equivalents increased to HKD 27,859,987 from HKD 5,047,637 in the previous year[5] - The total liabilities decreased to HKD 1,184,844,371 from HKD 1,195,608,185 year-on-year[5] - The company’s total liabilities included a redemption liability of HKD 55,694,586 recognized in the profit and loss statement[29] - As of December 31, 2023, the company's net liabilities were approximately HKD 153,500,000, a decrease from approximately HKD 186,400,000 as of December 31, 2022[55] Business Operations and Strategy - The company has not commenced any business operations since its establishment and anticipates generating operational revenue only after completing a suitable acquisition[9] - The company is focused on identifying a suitable target for acquisition within the stipulated timeframe following its public offering[8] - The company is focused on identifying high-quality SPAC merger targets with strong and sustainable growth prospects within the Greater China region[42] - The company has not engaged in any business activities since its incorporation and expects to generate operational income only after the completion of a SPAC merger[46] - The company has a 24-month period from August 15, 2022, to announce terms for a SPAC merger and a total of 36 months to complete the merger, with a possible extension of up to six months subject to shareholder and exchange approval[44] Shareholder Information - The weighted average number of shares for the year ended December 31, 2023, was 25,012,500, while for the period ended December 31, 2022, it was 14,166,372[18] - The company has not declared or paid any dividends during the reporting period[40] - The company does not plan to pay any dividends before the completion of the SPAC merger[70] Corporate Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the annual performance and confirmed compliance with relevant accounting standards and regulations[82] - The independent auditor, KPMG, verified that the financial statements during the reporting period are consistent with the audited financial statements[83] - The company has adopted the corporate governance code as a basis for its governance practices since the listing date[78] - The company has confirmed compliance with the standard code of conduct for securities transactions by directors during the reporting period[80] - The company emphasizes the importance of good corporate governance elements in its management structure and internal control procedures[78] SPAC Transaction Details - The company issued 100,050,000 special purpose acquisition company shares at a total price of HKD 1,000,500,000[27] - The total amount received from the special purpose acquisition company (SPAC) was HKD 1,000,500,000, which is held in a custodial account[58] - The total proceeds from the special purpose acquisition company (SPAC) offering amounted to HKD 1,000,500,000, which is held in a closed escrow account as of December 31, 2023[77] - The remaining balance in the escrow account post-SPAC transaction will be used for general corporate purposes, including business expansion and debt repayment[75] - The company plans to utilize the proceeds from the SPAC transaction to maintain or expand its business operations and fund potential acquisitions post-transaction[75] Expenses and Costs - Total operating expenses for the year ended December 31, 2023, amounted to HKD 6,528,825, compared to HKD 3,414,608 for the prior period[15] - The company incurred legal and professional fees of HKD 2,417,067 for the year ended December 31, 2023, significantly higher than HKD 485,671 for the previous period[15] - The company incurred expenses of approximately HKD 95,700,000 during the reporting period, with interest income of about HKD 47,600,000 and a fair value change of approximately HKD 1,800,000 from SPAC warrants[48] Other Information - The company has no significant investments or capital asset plans as of December 31, 2023[64] - There were no full-time employees as of December 31, 2023, and no employee costs were recognized during the reporting period[69] - The company has no outstanding borrowings as of December 31, 2023, and thus the net capital debt ratio is not applicable[61] - There are no significant contingent liabilities as of December 31, 2023[63] - There were no major post-reporting events up to the date of this announcement[71] - The annual report for the reporting period will be distributed to shareholders and made available on the company's website[86]

Financial Performance - The company has not generated any revenue during the reporting period and prior periods[19]. - For the six months ended June 30, 2023, the company reported interest income of HKD 23,327,858[78]. - The company incurred a total operating loss of HKD 76,895,346 for the same period[78]. - The adjusted profit/loss for the period was HKD 20,252,510, compared to a loss of HKD 1,990,310 in the previous period[89]. - The basic and diluted loss per share was HKD 3.24, compared to HKD 1.54 in the prior period[78]. - The company reported a total comprehensive loss of HKD 81,152,854 for the period[78]. - The company recorded a total loss and comprehensive income of HKD 81,152,854 for the reporting period[157]. Capital Structure - The company issued 100,050,000 special purpose acquisition company shares and 50,025,000 warrants at a total price of HKD 1,000,500,000[27]. - The average number of founder shares outstanding as of June 30, 2023, was 25,012,500[22]. - The company issued 25,012,499 founder shares at a total subscription price of HKD 2,501[57]. - The company has issued founder warrants at a price of HKD 0.0001 per share, with a total issuance of 31,400,000 warrants[31]. - The fair value of SPAC warrants increased to HKD 147,078,503 as of June 30, 2023[51]. - The total amount raised from the special purpose acquisition company (SPAC) offering on August 15, 2022, was HKD 1,000,500,000, which is held in a custodial account[134]. - The total proceeds from the special purpose acquisition company (SPAC) offering amounted to HKD 1,000,500,000, held in cash or cash equivalents[193]. - The net proceeds from the sale of founder warrants, after deducting approximately HKD 15,100,000 in underwriting expenses and about HKD 7,500,000 in listing expenses, are estimated to be around HKD 8,800,000[193]. Governance and Compliance - The company has established an audit committee in accordance with corporate governance codes[1]. - The company has adopted the principles and code provisions of the Corporate Governance Code since its listing date[81]. - The audit committee, consisting of three independent non-executive directors, oversees the company's financial reporting and risk management[183]. - The company has complied with all applicable code provisions of the corporate governance code during the reporting period[171]. - The company has not disclosed any changes in the information of directors or senior management as of the report date[2]. Operational Activities - The company has not engaged in any business activities since its establishment and does not expect to generate operational income until the completion of a SPAC transaction[130]. - The company has not engaged in any business activities related to selecting, organizing, or completing special purpose acquisition transactions prior to the completion of such transactions[154]. - The company continues to focus on identifying attractive SPAC acquisition targets[126]. - The company aims to identify acquisition targets with strong and sustainable growth prospects in the coming months[88]. - The company aims to focus on financial services and technology companies with competitive advantages in sustainability and corporate governance in the Greater China region[153]. - The company has not selected any specific SPAC acquisition targets as of June 30, 2023[130]. Financial Position - As of June 30, 2023, the company's net liabilities amounted to HKD 170,395,572, a decrease from HKD 186,390,574 as of December 31, 2022[131]. - As of June 30, 2023, the company's assets were unencumbered, with no secured borrowings[135]. - As of June 30, 2023, the company had no borrowings, resulting in a net capital debt ratio of 0%[189]. - As of June 30, 2023, the company held cash and cash equivalents of approximately HKD 26,520,898, a significant increase from HKD 5,047,637 as of December 31, 2022[163]. Costs and Expenses - The company incurred legal and professional fees of HKD 1,194,800 for the six months ended June 30, 2023[20]. - The company reported a total expenditure of HKD 3,075,348 for the six months ended June 30, 2023[20]. - The total amount of deferred underwriting commissions recognized in profit or loss for the six months ended June 30, 2023, is HKD 51,751,690[68]. - The company anticipates incurring significant costs in evaluating potential acquisition targets and negotiating special purpose acquisition transactions[155]. Shareholder Information - Dr. Chen has a 100% ownership of 25,012,500 founder shares, representing 20% of the total issued share capital[199]. - Ms. Zeng holds 8,004,000 founder shares, accounting for 32% of the relevant class of shares and 6.40% of the total issued share capital[199]. - Dr. Huang owns 4,252,125 founder shares, which is 17% of the relevant class and 3.40% of the total issued share capital[199]. - The shareholder agreement dated June 21, 2022, grants Pride Vision the right to exercise voting rights for 8,004,000 founder shares held[200]. Miscellaneous - No dividends were declared or paid during the reporting period[36]. - The company has no significant contingent liabilities as of June 30, 2023[79]. - The company has no significant post-reporting date events up to the date of this report[80]. - The company has no major investments or capital asset plans as of June 30, 2023[136]. - The company has no full-time employees as of June 30, 2023, and has not incurred any employee costs during the reporting period[139]. - The board has resolved not to declare any interim dividends for the reporting period[140]. - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[164]. - The company holds 31,400,000 founder warrants, allowing the holder to receive up to 15,700,000 shares upon cashless exercise[3]. - Antong Road Limited holds 23,517,500 SPAC warrants, which entitle the holder to receive up to 11,758,750 shares upon cashless exercise[8]. - The company is subject to foreign currency risks that may affect the attractiveness of acquisition targets and the financial performance of the successor company[190].

Financial Performance - The company reported a total loss of HKD 81,152,854 for the six months ended June 30, 2023, compared to a loss of HKD 1,990,310 for the same period in 2022[19]. - Basic and diluted loss per share was HKD 3.24 for the six months ended June 30, 2023, compared to HKD 1.54 for the same period in 2022[19]. - Adjusted loss for the period was HKD 20,252,510, a significant improvement from a loss of HKD 1,990,310 in the previous period[19]. - The company recorded a total loss and comprehensive income of approximately HKD 81,200,000 for the reporting period, with an adjusted profit of approximately HKD 20,300,000 after excluding certain expenses[80][81]. - The total expenses for the six months ended June 30, 2023, amounted to HKD 3,075,348, compared to HKD 656,681 for the same period in 2022, indicating a significant increase in operational costs[142]. Assets and Liabilities - The company had cash and cash equivalents of HKD 26,520,898 as of June 30, 2023, a significant increase from HKD 5,047,637 at the end of 2022[20]. - Total assets amounted to HKD 1,029,250,121 as of June 30, 2023, compared to HKD 1,009,217,611 at the end of 2022[20]. - The total liabilities were HKD 1,199,645,693 as of June 30, 2023, slightly up from HKD 1,195,608,185 at the end of 2022[20]. - As of June 30, 2023, the company's net liabilities were approximately HKD 170,400,000, down from HKD 186,400,000 as of December 31, 2022[52]. - The company has a net debt of HKD 170,395,572, primarily from financial liabilities including HKD 147,078,503 in special purpose acquisition company warrants and HKD 51,751,690 in deferred underwriting commissions[131]. SPAC Activities - The company is actively seeking special purpose acquisition company (SPAC) merger targets but has not selected any specific targets as of June 30, 2023[9]. - The company has not commenced any business activities since its incorporation and expects to generate operational revenue only after completing a SPAC merger transaction[22]. - The company plans to utilize the proceeds from the special purpose acquisition company (SPAC) for completing acquisition transactions within 36 months from the listing date[90]. - The company has a 24-month period from August 15, 2022, to announce terms for potential SPAC transactions and a 36-month period to complete such transactions[49]. - The company aims to select high-quality SPAC acquisition targets to negotiate favorable acquisition terms and create attractive returns for shareholders[76]. Capital and Financing - The company raised a total of HKD 1,000,500,000 from its special purpose acquisition company (SPAC) offering, which is held in a custodial account for future acquisitions[54]. - The company issued 100,050,000 SPAC shares and 50,025,000 warrants at a total price of HKD 1,000,500,000 on the listing date[32]. - After deducting approximately HKD 15,100,000 in underwriting expenses and about HKD 7,500,000 in listing expenses, the net proceeds from the sale of founder warrants are estimated to be around HKD 8,800,000[106]. - The company has committed to providing financial support of HKD 10,000,000 through loan financing[139]. - The company has received a maximum unsecured, interest-free loan of HKD 10,000,000 from Hong Kong Acquisition Limited[102]. Governance and Compliance - The audit committee has reviewed the interim results and believes they comply with relevant accounting standards and regulations[121]. - The company has adopted corporate governance practices in line with the listing rules since the listing date[92]. - The company has no outstanding borrowings, resulting in a net capital debt ratio that is not applicable as of June 30, 2023[55]. - The company has no income tax liabilities due to the absence of taxable profits in any jurisdiction[143]. - The company’s financial report was authorized for publication on August 23, 2023[138]. Operational Status - The company has not engaged in any business activities since its establishment and is focused on identifying potential acquisition targets with strong growth prospects[49]. - The company has not generated any revenue during the reporting period, as its main business is focused on acquiring suitable targets for special purpose acquisition transactions[141]. - The company has no full-time employees and did not incur any employee costs during the reporting period[87]. - The company has not made any significant investments or acquisitions during the reporting period[86]. - The company has no major investments or capital asset plans beyond those disclosed in the listing document as of June 30, 2023[110].

Financial Position - As of June 30, 2023, the company's cash and cash equivalents amounted to HKD 26,520,898, a significant increase from HKD 5,047,637 as of December 31, 2022, representing a growth of approximately 426%[5] - Total assets reached HKD 1,029,250,121, compared to HKD 1,009,217,611 at the end of 2022, indicating an increase of about 2%[5] - The company's total liabilities were HKD 1,199,645,693, slightly up from HKD 1,195,608,185, reflecting a marginal increase of around 0.3%[5] - The company has net liabilities of HKD 170,395,572, primarily from financial liabilities related to warrants and deferred underwriting commissions[25] - The company had no significant contingent liabilities as of June 30, 2023, and no borrowings, resulting in a net capital debt ratio that is not applicable[80][81] Operational Performance - The net loss attributable to the company's shareholders for the six months ended June 30, 2023, was HKD 170,395,572, compared to a loss of HKD 186,390,574 for the same period in 2022, showing an improvement of approximately 8.6%[5] - The company reported a total loss of HKD 81,152,854 for the six months ended June 30, 2023, compared to a loss of HKD 1,990,310 for the same period in 2022[19] - Adjusted loss for the period was HKD 20,252,510, significantly improved from a loss of HKD 1,990,310 in the previous year[19] - The company incurred total operating expenses of HKD 97,147,856, which includes share-based payment expenses related to warrants and shares[19] - The company incurred expenses of approximately HKD 104,500,000 during the reporting period, with no operational revenue generated aside from interest income of approximately HKD 23,300,000[75][76] Share Capital and Securities - The company’s issued share capital remained unchanged at HKD 2,501 as of June 30, 2023[5] - The company issued 100,050,000 special purpose acquisition company shares and 50,025,000 warrants at a total price of HKD 1,000,500,000[34] - The company issued 1,000,500,000 special purpose acquisition company (SPAC) shares, with transaction costs amounting to HKD 55,694,586[49] - The total proceeds from the special purpose acquisition company (SPAC) sale amounted to HKD 1,000,500,000, with net proceeds from the sale of warrants estimated at approximately HKD 8,800,000 after deducting related expenses[110][111] Acquisition Strategy - The company has not yet identified any specific acquisition targets as of June 30, 2023, despite ongoing efforts to find suitable opportunities[12] - The company is focused on identifying high-quality SPAC merger targets with attractive valuations and aims to complete a merger within 36 months from the listing date[68] - The company plans to seek SPAC merger targets with strong and sustainable growth prospects in the coming months[70] - The company has not engaged in any negotiations or evaluations regarding potential SPAC merger transactions as of the reporting period[68] - The company has not identified any specific SPAC merger targets as of June 30, 2023, and continues to focus on its business strategy outlined in its listing document[98] Governance and Compliance - The company has adopted the corporate governance principles and code provisions as a basis for its corporate governance practices since its listing date[122] - The audit committee, consisting of three independent non-executive directors, has reviewed the interim results and confirmed compliance with relevant accounting standards[115] Future Plans and Funding - The company has committed to securing financial support of HKD 10,000,000 from its sponsors[12] - The company plans to utilize the proceeds from the SPAC sale for the completion of the SPAC merger transaction and to meet operational funding needs prior to the merger[124] - The company plans to utilize unspent proceeds from the sale of founder warrants, with approximately HKD 2,700,000 used for general operational funding during the reporting period[91] - The company expects to have sufficient working capital to meet its obligations for the next twelve months[25] Employee and Dividend Policy - The company has no full-time employees as of June 30, 2023, and did not incur any employee costs during the reporting period[106] - The company does not plan to hire any full-time employees until the completion of the SPAC merger transaction[87] - The company has not declared or paid any dividends during the reporting period[56] - The company will not declare any interim dividends for the reporting period, similar to the situation on June 30, 2022[109] - The company has no plans to pay dividends before the completion of the SPAC merger transaction[109] Currency and Market Risks - The company emphasizes that any currency fluctuations may adversely affect the attractiveness of potential acquisition targets and the financial condition of the successor company post-merger[105]

Dividends and Share Structure - As of December 31, 2022, the company had not declared any dividends and does not plan to do so before the completion of any special purpose acquisition company (SPAC) transaction[6]. - The company has not adopted a dividend policy as of the reporting period[6]. - The company holds 25,012,500 founder shares, representing 20% of the total issued share capital[22]. - The company’s equity structure includes 115,000 SPAC shares and 57,500 SPAC warrants allocated to related clients, representing approximately 0.11% of the total[13]. - The company has issued 31,400,000 founder warrants, allowing warrant holders to receive up to 15,700,000 shares of the successor company on a cashless basis[23]. - The company has 31,400,000 founder warrants, allowing holders to acquire up to 15,700,000 shares of the successor company at an exercise price of HKD 11.50 per share[27]. - The ownership structure of the company includes Extra Shine (51%), Pride Vision (32%), and Ju Yi (17%) based on their respective shareholdings[27]. - The company issued 100,050,000 special purpose acquisition company shares at a price of HKD 10.00 each during the IPO[116]. - The company issued 25,012,500 Class B ordinary shares at a price of HKD 0.0001 per share to the sponsors, which includes conversion rights equating to 20% of the total shares issued[89]. Financial Performance - The company reported a total loss of HKD 175,225,823 for the period ending December 31, 2022[78]. - Operating loss amounted to HKD 115,868,836 during the same period[78]. - The company incurred expenses of HKD 100,614,303 related to equity-settled share-based payments[78]. - The fair value change of financial liabilities related to deferred underwriting commissions was HKD 685,913[78]. - The fair value change of special purpose acquisition company warrants was HKD 2,976,488[78]. - The company had total revenue of HKD 2,817,711 for the period[78]. - There were no income tax expenses reported for the period[78]. - The company reported a total comprehensive loss of HKD 175,225,823 for the period ending December 31, 2022[102]. - As of December 31, 2022, the total equity attributable to equity shareholders of the company was HKD (186,390,574)[102]. - The company raised a total of HKD 1,000.5 million by issuing 100,050,000 Class A ordinary shares and 50,025,000 warrants after its listing on August 15, 2022[88]. Corporate Governance - The company has established various communication channels with shareholders, including interim and annual performance announcements, financial reports, and circulars[5]. - The company has complied with relevant laws and regulations without any significant violations during the reporting period[15]. - The audit committee, composed of three independent non-executive directors, has reviewed the company's annual performance for the reporting period[32]. - The company has arranged appropriate insurance for directors and senior officers against legal liabilities arising from corporate activities[30]. - The company has established corporate governance policies and practices, including monitoring compliance with legal and regulatory requirements[31]. - The board of directors consists of eight members, including three female directors, reflecting a commitment to gender diversity[107]. - The company has adopted a board diversity policy to enhance its strategic goals and sustainable development[106]. - The company established a nomination committee consisting of three members, with a majority being independent non-executive directors[123]. - No meetings were held by the nomination committee from the listing date until December 31, 2022, due to the company being listed for only about four months[123]. - The nomination committee will conduct an annual review of the company's nomination policy and board structure[123]. Risk Management and Internal Controls - The company believes that the risk management and internal control systems have been effective and sufficient from the listing date until December 31, 2022[84]. - The company has established a risk management and internal control system aimed at managing significant risks, with the board reviewing its effectiveness at least annually[83]. - The company’s internal audit function independently assesses the adequacy and effectiveness of its risk management and internal control systems[83]. - The company has not identified any significant deficiencies in internal controls during the audit[97]. - The company has adopted a policy for handling and disclosing inside information in accordance with guidelines from the Securities and Futures Commission[86]. Going Concern and Future Outlook - The company has not disclosed any significant uncertainties that may cast doubt on its ability to continue as a going concern[42]. - The company’s financial statements are prepared on a going concern basis unless there is an intention to liquidate or cease operations[93]. - The company is required to hold an annual general meeting where one-third of the directors must retire and be eligible for re-election[47]. - The company is subject to potential operational termination if it fails to announce and complete the special purpose acquisition company merger transaction within the specified timeframe[41]. - The company has sufficient working capital to meet its obligations for the next twelve months[120]. - The company has not commenced any business operations since its establishment and anticipates generating operational income only after the completion of a merger transaction[135]. - The company is required to announce the terms of a merger transaction within 24 months and complete it within 36 months from the date of its special purpose acquisition company (SPAC) sale[134]. Credit Risk and Financial Assets - The company recognizes expected credit losses for financial assets measured at amortized cost, including cash and cash equivalents, receivables, and restricted bank balances[141]. - Expected credit losses are measured based on the present value of expected cash shortfalls, with a focus on the longest contractual period facing credit risk[156]. - The company assesses whether there is a significant increase in credit risk since initial recognition by comparing the risk of default at the reporting date to that at initial recognition[160]. - The company will recognize a loss allowance equal to 12-month expected credit losses unless there has been a significant increase in credit risk, in which case the allowance will be based on lifetime expected credit losses[145]. - Financial assets are measured at amortized cost after accounting for credit loss provisions[189]. - Impairment losses are recognized when the carrying amount of an asset exceeds its recoverable amount[178]. - The company will reverse impairment losses if there are favorable changes in estimates used to determine recoverable amounts[179]. - The fair value of financial liabilities includes transaction costs, which are deducted from the initial carrying amount[193]. Revenue Growth and Market Strategy - The company reported a significant increase in revenue for the fiscal year, with a total of $X million, representing a Y% growth compared to the previous year[199]. - User data showed an increase in active users, reaching Z million, which is a W% increase year-over-year[199]. - The company provided a positive outlook for the next fiscal year, projecting revenue growth of A% and an expected user base of B million[199]. - New product launches are anticipated to contribute an additional $C million in revenue, with a focus on innovative technology[199]. - The company is expanding its market presence in D regions, aiming for a market share increase of E%[199]. - Recent acquisitions are expected to enhance operational efficiency and drive growth, with an estimated contribution of $F million to the bottom line[199]. - The company is investing in R&D, allocating $G million towards new technology development to stay competitive[199]. - Strategic partnerships are being formed to leverage synergies, with expected cost savings of H%[199]. - The company has set a performance guidance of I% growth for the upcoming quarter, reflecting confidence in market conditions[199]. - Overall, the company is focused on sustainable growth strategies and enhancing shareholder value through various initiatives[199].

HK ACQUISITION CORPORATION 香港匯德收購公司 (Incorporated in the Cayman Islands with limited liability) Stock code 股份代號 : 7841 Warrant code 權證代號 : 4841 （於開曼群島註冊成立的有限公司） 2022 INTERIM REPORT 中期報告 目錄 公司資料2 釋義3 主席報告6 管理層討論與分析7 企業管治及其他資料 10 獨立審閱報告 15 損益及其他全面收益表 17 財務狀況表 18 權益變動表 19 簡明現金流量表 20 未經審核中期財務報告附註 21 公司資料 | --- | --- | |----------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------- ...