Dividends and Share Structure - As of December 31, 2022, the company had not declared any dividends and does not plan to do so before the completion of any special purpose acquisition company (SPAC) transaction[6]. - The company has not adopted a dividend policy as of the reporting period[6]. - The company holds 25,012,500 founder shares, representing 20% of the total issued share capital[22]. - The company’s equity structure includes 115,000 SPAC shares and 57,500 SPAC warrants allocated to related clients, representing approximately 0.11% of the total[13]. - The company has issued 31,400,000 founder warrants, allowing warrant holders to receive up to 15,700,000 shares of the successor company on a cashless basis[23]. - The company has 31,400,000 founder warrants, allowing holders to acquire up to 15,700,000 shares of the successor company at an exercise price of HKD 11.50 per share[27]. - The ownership structure of the company includes Extra Shine (51%), Pride Vision (32%), and Ju Yi (17%) based on their respective shareholdings[27]. - The company issued 100,050,000 special purpose acquisition company shares at a price of HKD 10.00 each during the IPO[116]. - The company issued 25,012,500 Class B ordinary shares at a price of HKD 0.0001 per share to the sponsors, which includes conversion rights equating to 20% of the total shares issued[89]. Financial Performance - The company reported a total loss of HKD 175,225,823 for the period ending December 31, 2022[78]. - Operating loss amounted to HKD 115,868,836 during the same period[78]. - The company incurred expenses of HKD 100,614,303 related to equity-settled share-based payments[78]. - The fair value change of financial liabilities related to deferred underwriting commissions was HKD 685,913[78]. - The fair value change of special purpose acquisition company warrants was HKD 2,976,488[78]. - The company had total revenue of HKD 2,817,711 for the period[78]. - There were no income tax expenses reported for the period[78]. - The company reported a total comprehensive loss of HKD 175,225,823 for the period ending December 31, 2022[102]. - As of December 31, 2022, the total equity attributable to equity shareholders of the company was HKD (186,390,574)[102]. - The company raised a total of HKD 1,000.5 million by issuing 100,050,000 Class A ordinary shares and 50,025,000 warrants after its listing on August 15, 2022[88]. Corporate Governance - The company has established various communication channels with shareholders, including interim and annual performance announcements, financial reports, and circulars[5]. - The company has complied with relevant laws and regulations without any significant violations during the reporting period[15]. - The audit committee, composed of three independent non-executive directors, has reviewed the company's annual performance for the reporting period[32]. - The company has arranged appropriate insurance for directors and senior officers against legal liabilities arising from corporate activities[30]. - The company has established corporate governance policies and practices, including monitoring compliance with legal and regulatory requirements[31]. - The board of directors consists of eight members, including three female directors, reflecting a commitment to gender diversity[107]. - The company has adopted a board diversity policy to enhance its strategic goals and sustainable development[106]. - The company established a nomination committee consisting of three members, with a majority being independent non-executive directors[123]. - No meetings were held by the nomination committee from the listing date until December 31, 2022, due to the company being listed for only about four months[123]. - The nomination committee will conduct an annual review of the company's nomination policy and board structure[123]. Risk Management and Internal Controls - The company believes that the risk management and internal control systems have been effective and sufficient from the listing date until December 31, 2022[84]. - The company has established a risk management and internal control system aimed at managing significant risks, with the board reviewing its effectiveness at least annually[83]. - The company’s internal audit function independently assesses the adequacy and effectiveness of its risk management and internal control systems[83]. - The company has not identified any significant deficiencies in internal controls during the audit[97]. - The company has adopted a policy for handling and disclosing inside information in accordance with guidelines from the Securities and Futures Commission[86]. Going Concern and Future Outlook - The company has not disclosed any significant uncertainties that may cast doubt on its ability to continue as a going concern[42]. - The company’s financial statements are prepared on a going concern basis unless there is an intention to liquidate or cease operations[93]. - The company is required to hold an annual general meeting where one-third of the directors must retire and be eligible for re-election[47]. - The company is subject to potential operational termination if it fails to announce and complete the special purpose acquisition company merger transaction within the specified timeframe[41]. - The company has sufficient working capital to meet its obligations for the next twelve months[120]. - The company has not commenced any business operations since its establishment and anticipates generating operational income only after the completion of a merger transaction[135]. - The company is required to announce the terms of a merger transaction within 24 months and complete it within 36 months from the date of its special purpose acquisition company (SPAC) sale[134]. Credit Risk and Financial Assets - The company recognizes expected credit losses for financial assets measured at amortized cost, including cash and cash equivalents, receivables, and restricted bank balances[141]. - Expected credit losses are measured based on the present value of expected cash shortfalls, with a focus on the longest contractual period facing credit risk[156]. - The company assesses whether there is a significant increase in credit risk since initial recognition by comparing the risk of default at the reporting date to that at initial recognition[160]. - The company will recognize a loss allowance equal to 12-month expected credit losses unless there has been a significant increase in credit risk, in which case the allowance will be based on lifetime expected credit losses[145]. - Financial assets are measured at amortized cost after accounting for credit loss provisions[189]. - Impairment losses are recognized when the carrying amount of an asset exceeds its recoverable amount[178]. - The company will reverse impairment losses if there are favorable changes in estimates used to determine recoverable amounts[179]. - The fair value of financial liabilities includes transaction costs, which are deducted from the initial carrying amount[193]. Revenue Growth and Market Strategy - The company reported a significant increase in revenue for the fiscal year, with a total of $X million, representing a Y% growth compared to the previous year[199]. - User data showed an increase in active users, reaching Z million, which is a W% increase year-over-year[199]. - The company provided a positive outlook for the next fiscal year, projecting revenue growth of A% and an expected user base of B million[199]. - New product launches are anticipated to contribute an additional $C million in revenue, with a focus on innovative technology[199]. - The company is expanding its market presence in D regions, aiming for a market share increase of E%[199]. - Recent acquisitions are expected to enhance operational efficiency and drive growth, with an estimated contribution of $F million to the bottom line[199]. - The company is investing in R&D, allocating $G million towards new technology development to stay competitive[199]. - Strategic partnerships are being formed to leverage synergies, with expected cost savings of H%[199]. - The company has set a performance guidance of I% growth for the upcoming quarter, reflecting confidence in market conditions[199]. - Overall, the company is focused on sustainable growth strategies and enhancing shareholder value through various initiatives[199].
汇德收购-Z(07841) - 2022 - 年度财报