Financial Performance - For the fiscal year ending December 31, 2023, the company reported total income of HKD 44,669,000, compared to HKD 6,841,000 for the period from January 20, 2022, to December 31, 2022[5]. - The company incurred a loss before tax of HKD 73,321,000 for the year ending December 31, 2023, compared to a loss of HKD 153,604,000 for the previous period[5]. - Basic and diluted loss per share for the year ending December 31, 2023, was HKD 2.930, compared to HKD 6.516 for the previous period[5]. - The company recorded a loss and comprehensive loss of approximately HKD 73.3 million during the relevant period, primarily due to share-based payment expenses and special purpose acquisition company (SPAC) transaction costs[41]. - The company incurred administrative expenses of approximately HKD 123.2 million during the relevant period, mainly attributed to share-based payment expenses[56]. - The company has not generated any revenue since its incorporation on January 20, 2022, and all activities have been related to its establishment, listing, and SPAC transactions[57]. - The company reported a loan financing agreement of HKD 10.0 million established on June 2, 2022[121]. - The bank interest income for the year ended December 31, 2023, was HKD 44,717,000, compared to HKD 6,944,000 for the year ended December 31, 2022[200]. - The net foreign exchange loss was HKD (48,000) for the year ended December 31, 2023, compared to HKD (103,000) for the year ended December 31, 2022[200]. Assets and Liabilities - As of December 31, 2023, the company had cash and cash equivalents of HKD 39,214,000, an increase from HKD 8,001,000 in the previous year[11]. - The total liabilities of the company as of December 31, 2023, were HKD 1,062,082,000, slightly down from HKD 1,066,950,000 in the previous year[11]. - The company has a shareholder equity deficit of approximately HKD 20.9 million as of December 31, 2023[31]. - As of December 31, 2023, the company's current assets amounted to approximately HKD 1,041.2 million, including cash and cash equivalents of about HKD 39.2 million and proceeds held in the trust account of approximately HKD 1,001.0 million[56]. - As of December 31, 2023, the company reported a net current liability and total liabilities of HKD 20,884,000[189]. - There are no contingent liabilities as of December 31, 2023[85]. - The company had no assets pledged as collateral as of December 31, 2023[71]. Capital Structure and Share Issuance - The company has issued 100,100,000 Class A shares and 50,050,000 listing warrants as of December 31, 2023[15]. - The company’s capital structure includes 100,100,000 A class shares and 25,025,000 B class shares[32]. - The total amount raised from the issuance, after deducting underwriting commissions and related costs, is approximately HKD 1,001.0 million[108]. - The total proceeds from the issuance of B shares and founder warrants amounted to approximately HKD 35.2 million[60]. - The company plans to issue warrants at a price of HKD 1.00 per warrant, allowing holders to purchase A shares at HKD 11.50 each[149]. - The PIPE investment agreement allows for the issuance of 57,620,000 to 61,020,000 A shares, subject to adjustments based on the final valuation of the target company[154]. SPAC Transactions and Strategy - The company is a special purpose acquisition company (SPAC) and has not engaged in any other business operations apart from identifying acquisition targets[13]. - The company plans to complete its acquisition transaction as soon as possible following the completion of the SPAC merger[15]. - The expected acquisition date for the special purpose acquisition company is between December 2022 and December 2023[23]. - The company has initiated the identification, selection, and evaluation of potential SPAC targets since its listing, focusing on companies providing online audio content, music, and entertainment services[42]. - The company expects to incur significant costs to complete the SPAC transaction, utilizing proceeds from various sources including the issuance of B shares and PIPE investments[47]. - The company has committed to publishing announcements regarding SPAC transactions within 18 and 30 months from the listing date, unless extended with shareholder approval[48]. - The company has announced details regarding the SPAC transaction on December 8 and December 15, 2023, with further information available in those announcements[50]. - The company’s ability to continue as a going concern depends on the ongoing support from its sponsors and/or the completion of the special purpose acquisition company transaction[189]. - If the special purpose acquisition company transaction is not completed by December 9, 2024, the company’s ability to continue will depend on the approval of an extension[189]. - The company has a special purpose acquisition company transaction period of 30 months from the date of listing to complete the acquisition[185]. - If the company fails to announce the special purpose acquisition company transaction within 18 months or complete it within 30 months, it may lose the right to deferred underwriting commissions[186]. - The company must return funds to Class A shareholders if it fails to meet certain deadlines, with a minimum return of HKD 10.00 per Class A share[193]. Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to oversee compliance with corporate governance standards[98]. - The company has complied with corporate governance codes, with only minor deviations noted[86]. - The company has conducted three board meetings during the relevant period to review and discuss the progress of special purpose acquisition company (SPAC) transactions and operational performance[95]. - The company has confirmed compliance with the standards set forth in the listing rules during the relevant period[97]. - The company is subject to significant regulatory requirements and must comply with the International Financial Reporting Standards[187]. - The company adopted new International Financial Reporting Standards effective from January 1, 2023, which enhances the disclosure of accounting policies[197]. Future Outlook - The company anticipates gradual improvement in the global economy in the first half of 2024, despite uncertainties due to high interest rates and geopolitical risks[55]. - The company has identified a suitable SPAC target in the online audio content and entertainment services sector, indicating potential for future growth[53]. - The company will continue to monitor global economic and market developments to ensure the successful completion of SPAC transactions for maximum shareholder returns[55]. - The company aims to create attractive returns for shareholders through the selection of quality SPAC targets[95]. - The company’s future outlook includes potential mergers and acquisitions as part of its overall strategy[95]. Miscellaneous - The company has not declared or recommended any dividends for the fiscal year ending December 31, 2023[16]. - The company has not made any significant investments as of December 31, 2023[80]. - There were no major acquisitions or sales of subsidiaries during the relevant period[79]. - The company has maintained a cautious financial management approach regarding its treasury policy[66]. - The company has no employees as of December 31, 2023, and no compensation plans for directors[74]. - The company has not incurred any significant foreign exchange risks due to the absence of major financial assets or liabilities in currencies other than its functional currency[84]. - The company has entered into agreements related to the special purpose acquisition company merger transaction, including PIPE investment agreements[82]. - The company is registered in the Cayman Islands and was established on January 20, 2022[122]. - The company’s shares and warrants were listed on the Hong Kong Stock Exchange on June 10, 2022[131]. - The company is focused on enhancing its financial services through innovative solutions and technology[167]. - The total amount raised from the listing is HKD 1,001,000,000, which has been deposited into a trust account[184]. - The target company, QW Merger Sub Limited, was established on October 20, 2023, under Cayman Islands law for the purpose of the merger[174]. - The trust agreement with China Construction Bank Asia Trust Limited was established on June 2, 2022, for the operation of the trust account[179]. - The company plans to use the funds in the trust account primarily for payments related to the merger transaction and associated expenses[179]. - The fair value of the target company must account for at least 80% of the funds raised by the company since its listing[181]. - A class shareholders will have the right to redeem their shares based on the amount in the trust account, not less than HKD 10.00 per A share[180]. - The company has a strategy to ensure that the merger transaction is completed within specified timeframes to maintain shareholder value[179]. - The listing proceeds will not be released from the trust account except for specific payments and expenses[184].
VISION DEAL-Z(07827) - 2023 - 年度业绩