Financial Performance - For the year ended December 31, 2023, the company reported interest income of HKD 47,568,051, a significant increase from HKD 2,817,711 in the previous year[3] - The company incurred a total operating loss of HKD 38,125,258, compared to a loss of HKD 115,868,836 for the previous period[3] - The adjusted profit for the year was HKD 41,039,226, contrasting with an adjusted loss of HKD 596,897 in the prior year[3] - The company reported a net loss of HKD 153,490,184, an improvement from a net loss of HKD 186,390,574 in the previous year[5] - The basic and diluted loss per share for the year was HKD 1.85, compared to HKD 12.37 in the previous year[3] - The company reported a loss attributable to the founders' shareholders of HKD 46,264,094 for the year ended December 31, 2023, compared to a loss of HKD 175,225,823 for the period from January 26, 2022, to December 31, 2022[18] - The company recognized total expenses of HKD 79,164,484 related to the equity-settled share-based payment for the warrants and founder shares for the year ended December 31, 2023[33] - The company reported a net loss and total comprehensive income of approximately HKD 46,300,000 for the reporting period, with adjusted profit of approximately HKD 41,000,000 after excluding certain expenses[48] Assets and Liabilities - The total assets as of December 31, 2023, amounted to HKD 1,031,354,187, up from HKD 1,009,217,611 a year earlier[5] - Cash and cash equivalents increased to HKD 27,859,987 from HKD 5,047,637 in the previous year[5] - The total liabilities decreased to HKD 1,184,844,371 from HKD 1,195,608,185 year-on-year[5] - The company’s total liabilities included a redemption liability of HKD 55,694,586 recognized in the profit and loss statement[29] - As of December 31, 2023, the company's net liabilities were approximately HKD 153,500,000, a decrease from approximately HKD 186,400,000 as of December 31, 2022[55] Business Operations and Strategy - The company has not commenced any business operations since its establishment and anticipates generating operational revenue only after completing a suitable acquisition[9] - The company is focused on identifying a suitable target for acquisition within the stipulated timeframe following its public offering[8] - The company is focused on identifying high-quality SPAC merger targets with strong and sustainable growth prospects within the Greater China region[42] - The company has not engaged in any business activities since its incorporation and expects to generate operational income only after the completion of a SPAC merger[46] - The company has a 24-month period from August 15, 2022, to announce terms for a SPAC merger and a total of 36 months to complete the merger, with a possible extension of up to six months subject to shareholder and exchange approval[44] Shareholder Information - The weighted average number of shares for the year ended December 31, 2023, was 25,012,500, while for the period ended December 31, 2022, it was 14,166,372[18] - The company has not declared or paid any dividends during the reporting period[40] - The company does not plan to pay any dividends before the completion of the SPAC merger[70] Corporate Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the annual performance and confirmed compliance with relevant accounting standards and regulations[82] - The independent auditor, KPMG, verified that the financial statements during the reporting period are consistent with the audited financial statements[83] - The company has adopted the corporate governance code as a basis for its governance practices since the listing date[78] - The company has confirmed compliance with the standard code of conduct for securities transactions by directors during the reporting period[80] - The company emphasizes the importance of good corporate governance elements in its management structure and internal control procedures[78] SPAC Transaction Details - The company issued 100,050,000 special purpose acquisition company shares at a total price of HKD 1,000,500,000[27] - The total amount received from the special purpose acquisition company (SPAC) was HKD 1,000,500,000, which is held in a custodial account[58] - The total proceeds from the special purpose acquisition company (SPAC) offering amounted to HKD 1,000,500,000, which is held in a closed escrow account as of December 31, 2023[77] - The remaining balance in the escrow account post-SPAC transaction will be used for general corporate purposes, including business expansion and debt repayment[75] - The company plans to utilize the proceeds from the SPAC transaction to maintain or expand its business operations and fund potential acquisitions post-transaction[75] Expenses and Costs - Total operating expenses for the year ended December 31, 2023, amounted to HKD 6,528,825, compared to HKD 3,414,608 for the prior period[15] - The company incurred legal and professional fees of HKD 2,417,067 for the year ended December 31, 2023, significantly higher than HKD 485,671 for the previous period[15] - The company incurred expenses of approximately HKD 95,700,000 during the reporting period, with interest income of about HKD 47,600,000 and a fair value change of approximately HKD 1,800,000 from SPAC warrants[48] Other Information - The company has no significant investments or capital asset plans as of December 31, 2023[64] - There were no full-time employees as of December 31, 2023, and no employee costs were recognized during the reporting period[69] - The company has no outstanding borrowings as of December 31, 2023, and thus the net capital debt ratio is not applicable[61] - There are no significant contingent liabilities as of December 31, 2023[63] - There were no major post-reporting events up to the date of this announcement[71] - The annual report for the reporting period will be distributed to shareholders and made available on the company's website[86]
汇德收购-Z(07841) - 2023 - 年度业绩