Corporate Governance - The company has adopted the principles and code provisions of the corporate governance code since its listing date[2] - The board of directors includes experienced members with over 40 years in the logistics and transportation industry, enhancing governance and oversight[21] - The company has a commitment to effective accountability through its management structure and internal control procedures[2] - The independent non-executive directors are responsible for providing independent opinions to the company's management[12] - The nomination committee reviews the time and effort dedicated by directors to ensure adequate participation in company affairs[15] - The company emphasizes the importance of corporate governance elements in achieving effective accountability[2] - The independent non-executive directors have been appointed to ensure unbiased oversight and guidance for the company[12] - The company has established a framework for annual reviews of director commitments to ensure ongoing engagement[15] - The board includes members with extensive backgrounds in finance and management, contributing to strategic decision-making[21] - The board has complied with listing rules requiring at least one independent non-executive director with appropriate professional qualifications or financial management expertise[152] - The board consists of eight members, including four executive directors and four independent non-executive directors[165] - The company has established a mechanism to ensure the board receives independent opinions and advice, with at least three independent non-executive directors to enhance independence[153] - The company has adopted a conflict of interest policy requiring directors to disclose any personal significant interests in contracts or transactions[170] - The board is responsible for evaluating the independence of independent non-executive directors at least annually[153] - The company has implemented a standard code of conduct regarding directors' securities trading since its listing date[164] - The independent non-executive directors are required to provide annual confirmations of their independence[153] - The company has established an audit committee consisting of three independent non-executive directors, with Mr. Huang Sihao serving as the chairman, who possesses the necessary professional qualifications in financial management[200] - The company has a diverse board composition, with directors having backgrounds in banking, private equity, asset management, and other fields[187] - Each director is required to retire at least once every three years, ensuring board refreshment[197] - The company provides training for directors, including participation in seminars and forums, to ensure they are well-informed about their responsibilities[199] - All directors have participated in ongoing professional development to enhance and update their knowledge and skills[198] Financial Performance - The company reported a total loss and comprehensive income of approximately HKD 46,300,000 for the reporting period[89] - Adjusted profit for the reporting period was approximately HKD 41,000,000 after excluding certain non-cash items and one-time events[89] - As of December 31, 2023, the company's net liabilities were approximately HKD 153,500,000, down from HKD 186,400,000 as of December 31, 2022[90] - The company generated interest income of approximately HKD 47,600,000 during the reporting period[89] - The adjusted loss for the year was approximately HKD 46,264,094, compared to a loss of HKD 175,225,823 in the previous period[93] - The company has not specified any revenue figures or performance metrics in the current report[63] - The company has no significant investments or capital asset plans for the future as of December 31, 2023[98] - The company did not engage in any business activities other than organizing and preparing for special purpose acquisition company transactions during the reporting period[87] - The company has not selected any specific targets for special purpose acquisition company mergers as of December 31, 2023[87] SPAC Transactions - The company aims to select high-quality merger targets for its special purpose acquisition company (SPAC) to negotiate favorable acquisition terms and create attractive returns for shareholders[42] - The company is authorized to acquire up to 8% of additional shares of the successor company post-merger, subject to shareholder approval[27] - The company is committed to ensuring substantial success for its successor company following the SPAC merger[42] - The company’s mission includes negotiating attractive valuations for its acquisition targets[42] - The company has a 24-month period from the listing date (August 15, 2022) to announce special purpose acquisition company (SPAC) merger transactions, with a possible extension of up to six months approved by shareholders and the stock exchange[43] - The company aims to identify SPAC merger targets with strong and sustainable growth prospects in the coming months[43] - The company is currently selecting special purpose acquisition company (SPAC) targets and has not engaged in any negotiations or evaluations regarding potential SPAC transactions[85] - The company will not engage in any business related to the selection, organization, and completion of SPAC transactions until such transactions are completed[85] - The company has not established any binding agreements regarding potential SPAC transactions as of the reporting period[85] - The company plans to use any remaining cash after the SPAC transaction for general corporate purposes, including maintaining or expanding the business and funding future acquisitions[127] - The company aims to select a high-quality SPAC acquisition target with attractive valuation terms to create appealing returns for shareholders[151] Strategic Focus - The company intends to focus on financial services and technology companies with competitive advantages in sustainability and corporate governance in the Greater China region[63] - The company has a strategic focus on expanding its operations in various industries and regions, although it is not limited to any specific sector[63] - The company is focused on expanding its presence in the financial technology sector and attracting global talent and partners[76] - The company is committed to fostering innovation and entrepreneurship within the digital technology community in Hong Kong[76] - The company has appointed Dr. Lam Ka Lee as a senior advisor to provide strategic development and investment advice[71] - Dr. Lam's extensive network and industry-specific knowledge in innovation and technology are expected to assist the company in identifying and evaluating ideal SPAC targets[76] - The company aims to identify differentiated enterprises with compelling competitive advantages in the financial services and technology sectors within the Greater China region[76] Use of Proceeds - The company is focused on utilizing the proceeds from the SPAC for merger transactions and operational funding needs[105] - There are no significant changes anticipated in the planned use of proceeds as of the listing date[105] - The total proceeds from the special purpose acquisition company (SPAC) offering amounted to HKD 1,000,500,000[126] - The remaining funds in the escrow account will be used to pay for the acquisition costs related to the SPAC transaction, which must have a fair market value of at least 80% of the total proceeds from the SPAC offering[127] - The net proceeds from the sale of founder warrants amount to HKD 31,400,000, with approximately HKD 5,000,000 remaining unused as of December 31, 2022, and subsequently utilized for general operating funds[105] Management and Operations - The company does not plan to hire any full-time employees until the completion of the SPAC merger transaction, and thus has not established a compensation policy during the reporting period[125] - The board of directors will determine any future compensation policy based on the business type and scale of the SPAC merger target[125] - The company aims to attract and retain top-quality employees through a compensation package that includes salary, bonuses, and various allowances[125] - During the reporting period, the remuneration committee held one meeting to review the company's remuneration policy and the performance of executive directors[178]
汇德收购-Z(07841) - 2023 - 年度财报