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, reflecting an increase in losses of approximately 7.4%[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 reported a loss before tax of approximately HKD 78,749,000 for the year ended December 31, 2024, compared to a loss of HKD 73,321,000 for 2023[37]. - The basic loss per share for the year ended December 31, 2024, was calculated based on 25,025,000 shares, the same as in 2023[37]. - There was no dividend declared or proposed for the year ended December 31, 2024, consistent with 2023[38]. - The company incurred professional fees related to the acquisition of HKD 8,220,000 for the year ended December 31, 2024, compared to HKD 8,544,000 in 2023[35]. - The company reported employee costs based on share-based payments of HKD 63,747,000 for the year ended December 31, 2024, down from HKD 109,443,000 in 2023[35]. - 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 - The company's total assets as of December 31, 2024, were HKD 1,021,375,000, a slight decrease from HKD 1,041,198,000 as of December 31, 2023[3]. - The company's current liabilities increased to HKD 50,821,000 as of December 31, 2024, compared to HKD 36,307,000 as of December 31, 2023, indicating a rise of approximately 39.9%[3]. - The company has a negative net asset value of HKD 35,886,000 as of December 31, 2024, worsening from a negative net asset value of HKD 20,884,000 as of December 31, 2023[3]. - Restricted cash deposits amounted to HKD 1,001,000,000, held in a closed trust account in Hong Kong[39]. - The fair value of listed warrants as of December 31, 2024, was approximately HKD 5,440,000, down from HKD 24,775,000 in 2023[43]. - The estimated fair value of Class B share conversion rights and founder warrants was approximately HKD 58,086,000 and HKD 5,661,000, respectively, compared to HKD 99,693,000 and HKD 9,750,000 in 2023[48]. - The fair value of unexercised founder warrants as of December 31, 2024, is estimated at HKD 11.5 per warrant, with a contract term of twelve months post-completion of the special purpose acquisition transaction[52]. Corporate Actions and Governance - The company has issued a total of 100,100,000 Class A shares and 50,050,000 listed warrants since its listing on June 10, 2022[6]. - The company announced a halt to its merger transaction due to unmet conditions as of December 9, 2024[7]. - The company is classified as a special purpose acquisition company (SPAC) and carries all associated risks typical of such entities[4]. - The company has extended the deadline for completing the acquisition of a special purpose acquisition company to June 9, 2025[39]. - The company has agreed to waive the right to receive liquidation distributions for B-class shares under certain conditions[17]. - 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 company has defined its corporate governance rules in accordance with the listing regulations[130]. SPAC Transaction and Future Plans - The company announced an extension of the deadline for completing the special purpose acquisition company (SPAC) transaction to June 9, 2025[14]. - The company must ensure that the fair value of the SPAC target represents at least 80% of the funds raised from the listing prior to any redemption[13]. - The company has a 30-month period from the listing date to complete the SPAC transaction, with potential extensions[14]. - The company is seeking approval from Class A shareholders and the exchange to extend the completion deadline for the special purpose acquisition company transaction[28]. - The company is in the process of merging with the target company, which is expected to enhance its market position[139]. - The company aims to create substantial returns for shareholders by selecting quality acquisition targets and negotiating favorable terms for the merger transaction[89]. - The company plans to seek new acquisition targets following the failure of the previous merger agreement, with efforts to finalize new transaction terms[90]. - The company has identified potential SPAC targets, focusing on companies engaged in smart vehicle technology and cross-border e-commerce capabilities[66]. Trading and Compliance Issues - The exchange has suspended trading of the company's securities due to non-compliance with listing rules, with a decision made on December 10, 2024[25]. - The listing committee upheld the exchange's decision to suspend trading, citing the company's failure to meet announcement deadlines[27]. - The company is preparing to adjust asset values if it cannot overturn the exchange's decision or secure necessary approvals[29]. - The company has submitted further review requests to the listing review committee, with a hearing scheduled for April 29, 2025[28]. - The company is facing uncertainty regarding its ability to continue as a going concern, pending the outcome of the listing review committee hearing scheduled for April 29, 2025[78]. - The auditors have issued a disclaimer of opinion on the financial statements due to multiple uncertainties affecting the company's ability to continue as a going concern[79]. - If the unfavorable decision from the listing committee is not overturned, the company may need to return funds to shareholders at a minimum of HKD 10.00 per share, which could severely impact its operations[80]. Shareholder Actions - 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 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]. - A total of 85,983,000 A shares were cancelled on January 10, 2025, reducing the total issued shares to 39,142,000, which includes 14,117,000 A shares and 25,025,000 B shares[122]. Legal and Regulatory Matters - The company is seeking professional legal advice to evaluate the listing committee's decision and potential legal remedies[84]. - The company plans to refund Class A shareholders at least HKD 10 per share if it fails to extend the SPAC transaction deadline or overturn the trading suspension decision[64]. - The company has not disclosed any other significant post-reporting events apart from the redemption of Class A shares totaling approximately HKD 875.6 million[59].
VISION DEAL-Z(07827) - 2024 - 年度业绩