Financial Performance - The company did not engage in any business operations during the reporting period and generated no revenue[47]. - Operating loss decreased from approximately HKD 96.3 million in the previous period to about HKD 11.9 million in the current reporting period[51]. - Interest income recognized during the reporting period was approximately HKD 44.7 million, compared to HKD 2.6 million in the previous period[76]. - The company incurred share-based payment expenses of approximately HKD 52.8 million, down from HKD 89.0 million in the previous period[50]. - Other operating expenses rose from approximately HKD 2.3 million to about HKD 4.2 million due to increased director remuneration and professional fees[77]. - The company has recorded no revenue during the reporting period and has no customers or suppliers[103]. Share Offering and Financial Position - The company completed a share offering of 100,100,000 Class A shares at a price of HKD 10.00 per share, raising a total of HKD 1,001.0 million, which is held in a restricted bank account[46]. - The total amount received from the sale was HKD 1,001.0 million, held in a custodial account[54]. - The total amount raised from the offering is HKD 1,001.0 million, held in a restricted bank balance in the escrow account[106]. - As of December 31, 2023, the total amount held outside the escrow account is HKD 35.6 million and HKD 33.5 million[108]. - Liabilities increased from HKD 116.2 million as of December 31, 2022, to approximately HKD 121.6 million as of December 31, 2023[56]. - The remaining unutilized funds as of December 31, 2023, amounted to HKD 0.7 million for offering-related expenses and HKD 1.4 million for general working capital[146]. - The company utilized 78.65% of the total funds raised, amounting to HKD 28 million, for offering-related expenses, with HKD 4.1 million used during the reporting period[146]. Acquisition Strategy - The company has not selected any specific acquisition targets during the reporting period and has no binding agreements for potential special purpose acquisition company transactions[24]. - The company is preparing to negotiate and conduct due diligence on potential acquisition targets while managing operational expenses[32]. - The company plans to identify acquisition targets with strong and sustainable growth prospects in the coming months[85]. - The company is focused on acquiring high-growth companies in the Greater China region, particularly in innovative technology, consumer and new retail, high-end manufacturing, healthcare, and climate action sectors[116]. - The company faces significant competition for merger opportunities, which may hinder the completion of acquisition transactions[105]. - The company has not selected any specific acquisition targets and has not engaged in any substantial discussions regarding mergers or acquisitions[98]. - The company is subject to regulatory approvals for its merger and acquisition transactions, with no guarantee of obtaining all necessary approvals[124]. - The total expenses related to the merger and acquisition transactions, including legal, accounting, due diligence, and travel costs, are currently unestimable[129]. Corporate Governance - The company held four board meetings during the reporting period, with the co-chairman also meeting independently with non-executive directors[9]. - The company has appointed three independent non-executive directors to enhance board efficiency and decision-making[9]. - The company has established both formal and informal channels for independent non-executive directors to express their opinions openly and candidly[130]. - The board of directors has reviewed the effectiveness of its mechanisms for obtaining independent views and opinions, resulting in satisfactory outcomes during the reporting period[130]. - The company has established mechanisms to assess board independence and ensure effective independent judgment[156]. - The company has a diverse board with members possessing extensive experience in various sectors, including investment banking and capital markets[111]. - The company established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of its affairs[132]. - The Audit Committee reviewed the audited financial statements for the year ended December 31, 2022, and the interim results for the six months ended June 30, 2023[132]. - The Remuneration Committee reviewed the remuneration policies and structures for directors and senior management, holding one meeting during the reporting period[137]. - The Nomination Committee held one meeting during the reporting period to review the board's structure and composition[138]. - The Audit Committee met twice during the reporting period to discuss financial reporting and risk management[132]. - The company confirmed compliance with the listing rules regarding the appointment of at least three independent non-executive directors, who constitute one-third of the board[151]. - The company received annual confirmations regarding the independence of its independent non-executive directors[151]. Regulatory Compliance and Operations - The company has complied with all relevant laws and regulations that significantly impact its business and operations during the reporting period[101]. - The company has complied with applicable environmental protection laws and regulations in its operations[118]. - The company has not entered into any related party transactions that require disclosure under the listing rules during the reporting period[101]. - The company has received financial assistance through loan financing from related parties, which constitutes a continuing connected transaction[102]. - The company has no subsidiaries as of December 31, 2023[142]. - The company has no full-time employees and did not incur any employee costs during the reporting period[60]. - As of December 31, 2023, the company had no full-time employees and therefore does not operate any retirement plans for employees[162]. - The company has no other business operations apart from the establishment of a special purpose acquisition company and related administrative management[103]. Shareholder Information - The company has a total of 17,749,644 shares (17.73%) held by China CITIC Group, which is the largest shareholder[177]. - The company has a total of 17,094,000 shares (17.08%) held by Lo Yuk Sui, making it the second-largest shareholder[177]. - ABCI AM Acquisition holds 5,140,640 Class A shares, which is 5.14% of the relevant class and 4.11% of the total issued shares[196]. - Primavera LLC holds 7,710,960 Class A shares, representing 7.70% of the relevant class and 6.16% of the total issued shares[196]. - Central Huijin Investment Ltd. holds 17,603,156 Class A shares, accounting for 17.59% of the relevant class and 14.07% of the total issued shares[196]. - The company has a total of 60% ownership in 15,015,000 Class B shares held by Primavera LLC[196]. - The company has established contracts with major shareholders regarding their interests in significant transactions[192]. - The company has no significant contracts with any controlling shareholders or their subsidiaries as of December 31, 2023[174]. Future Outlook - The company does not intend to pay any cash dividends before the completion of special purpose acquisition transactions, and no final dividend has been recommended for the reporting period[188]. - The company has not disclosed any specific performance guidance or future outlook in the provided documents[188]. - The company has not reported any new product or technology developments in the available content[188]. - There is no mention of market expansion or mergers and acquisitions in the provided documents[188]. Miscellaneous - The company maintained a public float in compliance with listing rules as of the report date[166]. - There were no charitable donations made by the company during the reporting period[168]. - The company did not issue any bonds during the reporting period[169]. - The company has no properties, plants, or equipment as of December 31, 2023, due to the nature of its business[164].
INTERRA ACQ-Z(07801) - 2023 - 年度财报