VISION DEAL-Z(07827) - 2024 - 中期业绩

Condensed Financial Statements Condensed Statement of Profit or Loss and Other Comprehensive Income 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 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 1. General Information and Business Operations 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] - 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] - 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] 2. Basis of Preparation and Presentation 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] - 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] - 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] 2(a) Basis of Preparation and Statement of Compliance - 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] 2(b) Application of Amendments to IFRS Accounting Standards - 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] 2(c) Going Concern Basis - 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] 2(d) Functional and Presentation Currency - The interim financial statements are presented in Hong Kong Dollars, with all amounts rounded to the nearest thousand[12] 3. Accounting Policies 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] - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[13] 4. Revenue and Other Income and Losses 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] | 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 - For the six months ended June 30, 2024, the company did not generate any revenue[14] 4(b) Other Income and Losses - 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] 6. Income Tax Expense 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] 7. Loss Per Share 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] - 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] 8. Dividends 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] 9. Restricted Bank Deposits 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] - These funds are classified as current assets due to the company's commitment to complete the SPAC business combination by December 9, 2024[18] 10. Accrued Expenses and Other Payables 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] 11. Financial Liabilities 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] 11(a) Redeemable Class A Shares | 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 - 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] | Indicator | As at June 30, 2024 (HKD '000) | As at December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Warrant liabilities | 24,775 | 24,775 | 12. Share Capital 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] - The company's capital management objective is to continuously monitor expenses and maintain sufficient financial resources to identify suitable SPAC business combination targets[25] - 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] 12(a) Share Capital | 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 - 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] 13. Share-based Payments 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] - 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] 13(a) Class B Share Conversion Rights - 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] 13(b) Founder Warrants - 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] - The fair value of each founder warrant is estimated at HKD 1.6987, based on a Monte Carlo simulation model[32] 14. Events After the Reporting Period 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] Management Discussion and Analysis Business Review 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] - 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] SPAC Business Combination Transaction 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] - 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] - 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] Escrow Account 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] - 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] 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] - 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] - 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] Financial Review 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] - 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] - 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] Liquidity and Financial Resources 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] - 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] - The company believes it has sufficient financial resources to meet its ongoing capital requirements until the completion of the SPAC business combination[43] 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] - 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] Gearing Ratio 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] Capital Structure 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] - Class B shares are convertible into Class A shares on a one-to-one basis upon completion of the SPAC business combination[45] - 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] Material Acquisitions and Disposals 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] Material Investments As of June 30, 2024, the company held no material investments - As of June 30, 2024, the company held no material investments[48] Pledge of Assets 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] Plans for Material Investments or Capital Assets 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] - Other than the aforementioned, the company has no specific plans for other material investments or capital assets[48] Employees and Remuneration Policy 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] - 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] Charge on Assets 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] Foreign Exchange Risk 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] - The company did not use any financial instruments for hedging purposes during the relevant period[51] Contingent Liabilities As of June 30, 2024, the company had no contingent liabilities - As of June 30, 2024, the company had no contingent liabilities[52] Other Information 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 - 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] Interim Dividend - 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] Corporate Governance - The company has complied with the applicable code provisions set out in Part 2 of the Corporate Governance Code during the relevant period[54] Model Code for Securities Transactions - 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] Audit Committee Review of Interim Financial Information - 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] - The interim results for the relevant period have not been reviewed or audited by the company's auditor[55] Sufficiency of Public Float - The company maintained the public float required by the Listing Rules during the relevant period[56] Events After the Relevant Period - On July 26, 2024, the company announced a proposed distribution of HKD 0.3 per Class A share to Class A shareholders[57] Purchase, Sale or Redemption of the Company's Listed Securities - During the relevant period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[58] Use of Proceeds from the Offering - 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] - 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] Publication of Interim Results and Interim Report - 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] Forward-Looking Statements - 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] Definitions This section provides definitions for key terms used throughout the report