Financial Performance - The company recorded a total loss of approximately HKD 99.9 million during the reporting period, primarily due to costs associated with equity-settled share payments related to the completion of the merger transaction[7]. - The company has not generated any operational revenue during the reporting period and expects to start generating revenue only after the completion of the merger transaction[12]. - The company anticipates incurring significant costs related to the merger transaction, which will continue until the transaction is completed[11]. - The company incurred a loss of HKD 99,863,000 during the execution of its special purpose acquisition company merger transaction and expects to continue incurring significant costs[196]. - The fair value of the equity-settled share-based payment expenses recognized during the year was HKD 94,250,000[198]. Assets and Liabilities - As of December 31, 2024, the company's current assets amounted to approximately HKD 1,106.2 million, mainly due to funds held in escrow accounts from the share issuance[13]. - The company's current liabilities were approximately HKD 1,147.5 million, which included accrued expenses and other payables of about HKD 141.2 million and the book value of redeemable Class A shares of HKD 1,001.0 million[13]. - As of December 31, 2024, the company has drawn approximately HKD 2.8 million from a loan facility that provides up to HKD 10.0 million in operating capital[16]. - As of December 31, 2024, the company's net current liabilities and total liabilities amounted to HKD 41,283,000[196]. Merger and Acquisition Activities - The merger transaction with Seyond Holdings Ltd. is expected to position the company as a leader in the design and production of automotive-grade lidar solutions[8]. - A merger agreement related to a special purpose acquisition company transaction was established on December 20, 2024[18]. - The company has established a business combination agreement and PIPE investment agreement as part of the merger transaction[8]. - The merger will result in the company becoming a wholly-owned subsidiary of the target company, Seyond Holdings Ltd.[189]. - The company is preparing for the issuance of shares and warrants as part of the merger and financing strategy[188]. Funding and Financial Strategy - The company plans to utilize various funding sources to complete the merger transaction, including proceeds from the share issuance and investments from independent third-party investors[11]. - The company received approximately HKD 1,001.0 million from the sale proceeds, which has been deposited into a custody account in Hong Kong[14]. - The total amount received from the sale of the offering is approximately HKD 1,001.0 million[76]. - The proceeds from the sale of warrants amount to approximately HKD 40.0 million, while the proceeds from the issuance of Class B shares are HKD 2,500.0[78]. Corporate Governance - The company is committed to high standards of corporate governance, adhering to all applicable code provisions during the reporting period[94]. - The board consists of a balanced mix of experience, including one female director and eight male directors, ensuring gender balance[99]. - The company has established three committees under the board: the audit committee, the remuneration committee, and the nomination committee, to enhance corporate governance[118]. - The board is responsible for ensuring effective risk management and internal control systems, with regular assessments conducted at least annually[135]. Shareholder Information - The total issued shares of the company amounted to 125,100,000, including 100,100,000 Class A shares and 25,000,000 Class B shares[65]. - Fortune Opportunity Fund holds 37,478,375 Class A shares, representing 37.44% of the relevant class and 29.96% of the total issued shares[67]. - The company has no plans for significant investments or capital assets beyond those mentioned[20]. - No dividends will be declared before the completion of the special purpose acquisition company merger transaction[80]. Environmental, Social, and Governance (ESG) Efforts - The company is committed to promoting sustainable development and minimizing environmental impact[63]. - The company has published its third Environmental, Social, and Governance (ESG) report, detailing its ESG policies and strategies to enhance stakeholder understanding of its sustainability efforts[148]. - The company has identified 11 significant ESG issues, with 4 being of high importance, including anti-corruption and anti-fraud, integrity and compliance management, diversity and elimination of discrimination, and anti-money laundering and counter-terrorism financing[161]. - The company is committed to reducing greenhouse gas emissions and energy consumption, with no fuel consumption from fixed sources or vehicles during the reporting period[163]. Compliance and Risk Management - The company has not engaged in any significant non-compliance events during the reporting period that could adversely affect its business or financial condition[79]. - The audit committee and board reviewed the effectiveness of the company's risk management and internal control systems during the reporting period, finding them to be effective and adequate[137]. - The company has established a whistleblowing mechanism to address financial, operational, and internal control issues[136]. - The company has established a policy to ensure board diversity, including a goal of having at least one female director[173].
TECHSTARACQ-Z(07855) - 2024 - 年度财报