Financial Performance - The company recorded a total loss of approximately HKD 72.1 million during the reporting period, mainly due to listing expenses and the amortization of costs related to redeemable Class A shares[18]. - The company did not generate any revenue during the reporting period and expects to start generating operating income only after the completion of its special purpose acquisition company (SPAC) merger[30]. - The company incurred listing expenses of approximately HKD 3.9 million and transaction costs related to redeemable Class A shares of approximately HKD 64.4 million during the reporting period[30]. - The company incurred a loss of HKD 72,134,000 during its special purpose acquisition company merger transactions and expects to continue incurring significant costs[163]. Assets and Liabilities - As of December 31, 2022, the company's non-current assets were approximately HKD 1,001.0 million, all of which were restricted bank deposits[10]. - The company's current liabilities as of December 31, 2022, were approximately HKD 1,070.7 million, primarily consisting of accrued expenses and other payables of about HKD 67.4 million[11]. - As of December 31, 2022, the company had no borrowings, resulting in an asset-to-liability ratio that is not applicable[26]. - As of December 31, 2022, the company's current liabilities net amount was HKD 1,030,813,000 and total liabilities net amount was HKD 29,813,000[163]. Capital Raising and Funding - The company raised a total of HKD 1,001.0 million from the issuance of Class A shares and warrants listed on December 23, 2022[5]. - The company received total proceeds of approximately HKD 1,001.0 million during the reporting period, which has been deposited in a custody account in Hong Kong[25]. - The total proceeds from the sale amount to approximately HKD 1,001.0 million, held in a custodial account in Hong Kong[71]. - The total amount from the sale of founder warrants was approximately HKD 20.0 million for underwriting commissions and HKD 13.5 million for other expenses[93]. - The company plans to use various funding sources for potential mergers, including proceeds from the sale of shares and warrants, investments from independent third-party investors, and debt financing[22]. Corporate Governance - The company has established three board committees: Audit Committee, Nomination Committee, and Remuneration Committee to oversee specific aspects of its affairs[102]. - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[99]. - The board of directors is responsible for the overall leadership and strategic decision-making of the company[102]. - The company has maintained a high standard of business ethics and corporate governance throughout its operations[121]. - The board has established a diversity policy to enhance performance, considering factors such as gender, skills, age, and industry experience[136]. - The company emphasizes compliance with the corporate governance code, ensuring the roles of chairman and CEO are distinct[149]. - The company has adopted a director nomination policy to ensure a balanced skill set and diversity within the board[152]. Shareholder Communication and Relations - The company emphasizes the importance of effective communication with shareholders to enhance investor relations and ensure informed investment decisions[192]. - The company has adopted a shareholder communication policy and maintains a website to provide updates on business operations, financial data, and corporate governance practices[193]. Mergers and Acquisitions - The company has not identified any specific merger targets for special purpose acquisition companies during the reporting period[19]. - The company will continue to monitor market trends and identify high-potential acquisition targets[20]. - The company expects to incur significant costs in evaluating and negotiating potential merger targets[22]. - The company aims to negotiate attractive valuations and favorable acquisition terms for potential SPAC merger transactions, leveraging the experience of its sponsors and management in the new economy sector[39]. - The company has no significant investments or acquisitions during the reporting period, focusing solely on completing the SPAC merger[28][36]. Risk Management - The company has established a risk management and internal control system aimed at protecting assets and ensuring compliance with regulations, providing reasonable assurance against significant misstatements or losses[189]. - The audit committee and board have reviewed the effectiveness of the risk management and internal control systems, finding them to be effective and adequate during the reporting period[190]. Board Composition and Meetings - As of December 31, 2022, the board consists of one female director and eight male directors, indicating a gender balance[137]. - The board composition includes three independent non-executive directors, meeting the requirements of the listing rules[124]. - The company has adopted a practice of holding at least four board meetings annually, approximately once per quarter[170]. - All board meetings are notified at least 14 days in advance, ensuring directors have sufficient time to review relevant documents[154]. - The company has not held any board meetings or shareholder meetings during the relevant period due to its listing on December 23, 2022[171]. Audit and Compliance - The company has appointed Hong Kong Lixin Dehao CPA Limited as its auditor since its listing date, with no changes in auditors during the reporting period[116]. - The company has confirmed that all directors adhered to the standard code during the relevant period[171]. - The company will continue to review and monitor compliance with legal and regulatory requirements[174].
TECHSTARACQ-Z(07855) - 2022 - 年度财报