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-Z(07827) - 2024 - 年度业绩