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 | --- | --- | |----------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------- ...