Financial Performance - The company recorded a total loss of approximately HKD 78.7 million during the relevant period, primarily due to share-based payment expenses and costs associated with special purpose acquisition company (SPAC) transactions[6]. - The company reported a net loss of HKD 78,749,000 for the period, with a net current liability of HKD 35,886,000 as of December 31, 2024[187]. - Administrative expenses during the relevant period were approximately HKD 76.1 million, mainly attributed to share-based payment expenses[25]. - The company has not generated any revenue since its establishment on January 20, 2022, and all activities have been related to its formation, listing, and SPAC merger transactions[25]. - The company has not engaged in any revenue-generating transactions during the relevant period[57]. - The company has not incurred any debt during the relevant period, with a credit facility providing up to HKD 10 million in operational funding, which has not been utilized[29]. - As of December 31, 2024, the company had a capital deficit of approximately HKD 35.9 million, making the capital debt ratio calculation not applicable[32]. SPAC Merger Activities - The business strategy focuses on identifying high-quality Chinese companies engaged in smart automotive technology or possessing supply chain and cross-border e-commerce capabilities for potential SPAC mergers[7]. - The company has identified Qubao Group, which provides online audio content and entertainment services, as a potential SPAC merger target[7]. - The deadline for the business combination agreement has been extended from May 31, 2024, to December 8, 2024, to allow for the completion of necessary filings[8]. - A special general meeting was held on December 6, 2024, where Class A shareholders approved the extension of the completion deadline to June 9, 2025[8]. - The business combination agreement became invalid on December 9, 2024, due to unmet conditions, leading to the termination of related agreements[10]. - Trading of Class A shares and warrants was suspended on December 10, 2024, following the invalidation of the business combination agreement[10]. - A new SPAC merger transaction was approved by Class A shareholders during a special general meeting held on January 8, 2025[11]. - The company has not entered into any final agreements regarding the proposed new Special Purpose Acquisition Company (SPAC) merger transaction as of the report date[12]. - If the company fails to obtain the necessary approvals to extend the SPAC merger completion deadline, it may face significant adjustments to its financial statements[19]. - The funds held in the escrow account will be released to A shareholders upon the completion of the SPAC merger transaction[20]. Shareholder Matters - The company completed the redemption of 85,983,000 Class A shares on January 2, 2025, for a total payment of approximately HKD 875.6 million, reducing the number of Class A shares from 100,100,000 to 14,117,000[36]. - The company must return funds to A shareholders within one month of trading suspension if it fails to meet certain conditions outlined in the Listing Rules[21]. - If the unfavorable decision 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 ability to continue operations[15]. - The company has submitted a request for review to the Listing Review Committee on March 4, 2025, arguing that the interpretation of Listing Rule 18B.69 was incorrect[17]. Governance and Compliance - The company is committed to adhering to corporate governance principles and will continue to review and enhance its governance practices[100]. - The company has established an audit committee in accordance with the listing rules to review financial information and monitor the financial reporting system[97]. - The board consists of 9 members, including 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors[152]. - The company emphasizes transparency and accountability in its governance practices[149]. - The board is committed to maintaining high corporate governance standards and will continue to review and enhance governance practices[151]. - The company has established a risk management and internal control policy, which includes identifying, analyzing, assessing, and addressing risks[192]. - The company has engaged external consultants to review the effectiveness of its risk management and internal control systems, with no significant issues found[194]. Management and Team - The company has a strong management team with members having backgrounds in investment banking, private equity, and corporate finance, enhancing its strategic capabilities[126]. - The management team has collectively overseen significant investment activities across various sectors, including technology, media, and telecommunications[124]. - The company appointed Mr. Feng Lin as CEO and Executive Director on February 14, 2022, who has over 10 years of experience in cross-border mergers and acquisitions[120]. - Mr. Liu Lishu was appointed as Executive Director and Chief Strategy Officer on February 14, 2022, with extensive experience in private equity investment and mergers[122]. - The company has established a robust advisory board with members experienced in cross-border transactions and corporate finance, enhancing its market position[124]. Share Capital and Structure - The total number of Class A shares issued as of December 31, 2024, is 100,100,000, with a potential maximum of 17,500,000 shares from the founder warrants, accounting for 14% of the total[86]. - The total number of Class B shares issued as of December 31, 2024, is 25,025,000, with VKC Management and Vision Deal Acquisition Sponsor LLC each holding 45%[86]. - The company has not established any equity-linked agreements during the relevant period[70]. - The company has not engaged in any share repurchase plans during the relevant period[89]. Risk Management - The company has a commitment to maintaining effective internal controls to protect shareholder investments and company assets[191]. - The company has a policy for handling insider information to ensure compliance with applicable laws and regulations[194]. - The company has a whistleblowing policy in place for employees to express concerns regarding misconduct[195]. Diversity and Inclusion - The company aims to have at least one female director on the board in the next fiscal year, currently having one female director among nine total[178]. - The company has a commitment to promoting gender diversity at all levels, currently having one female member in senior management[178]. - The board diversity policy includes various factors such as gender, age, race, and professional experience to enhance board efficiency[178]. Communication with Shareholders - The company encourages shareholders to actively monitor its performance through the release of interim reports and financial performance announcements[200]. - Shareholders are encouraged to participate in general meetings or appoint representatives to attend and vote on their behalf[200]. - The company maintains effective and transparent communication with shareholders during the reporting period[200].
VISION DEAL-Z(07827) - 2024 - 年度财报