Financial Position - 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 escrow accounts of approximately HKD 1,001.0 million[1]. - The total proceeds from the issuance after listing amounted to HKD 1,001.0 million[2]. - The company has no bank borrowings as of December 31, 2023[21]. - The total amount raised from the offering, after deducting underwriting commissions and related costs, is approximately HKD 1,001.0 million[64]. - As of December 31, 2023, the company reported cash and cash equivalents of HKD 39,214 million, a significant increase from HKD 8,001 million in the previous year[90]. - The net cash increase from financing activities was HKD 34,306 million, contributing to an overall cash increase of HKD 31,213 million[108]. - The company has 100,100,000 Class A shares and 50,050,000 warrants issued and outstanding as of December 31, 2023[95]. SPAC Transactions - The company has entered into agreements related to a special purpose acquisition company (SPAC) transaction, including a PIPE investment agreement and share transfer agreements[10]. - The company may not be able to announce or complete the SPAC transaction within the stipulated time frames of 18 months or 30 months from the listing date[17]. - The funds held in the escrow account will be released for payment of redemption rights to Class A shareholders and other expenses related to the completion of the SPAC merger transaction[86]. - The company is a special purpose acquisition company (SPAC) and has signed an agreement for a merger transaction on December 8, 2023[94]. - The company will not engage in any trading of its listed securities prior to the completion of the SPAC merger transaction[82]. - The company has not conducted any revenue-generating transactions during the relevant period[49]. - The company has not engaged in any other business operations apart from identifying acquisition targets[95]. Corporate Governance - The company has received annual confirmations regarding the independence of its independent non-executive directors[25]. - The company has established an audit committee to review financial information and monitor the effectiveness of risk management and internal control systems[78]. - The company has complied with the corporate governance code during the relevant period[60]. - There are no other individuals, apart from directors and senior management, who hold interests in shares that need to be disclosed under the Securities and Futures Ordinance[55]. - The board aims to create attractive returns for shareholders by selecting high-quality SPAC acquisition targets[160]. - The board is committed to reviewing the company's corporate governance situation regularly and making necessary changes to comply with governance codes[161]. - The board is responsible for guiding and effectively supervising senior management, focusing on the overall strategic direction and business management of the company[162]. - The company emphasizes the importance of good corporate governance to protect shareholder interests and enhance corporate value[159]. - The board has a clear division of responsibilities with senior management, ensuring effective oversight of daily operations[162]. - The company has appointed independent directors to enhance governance and accountability[170]. - The board consists of ten members, including three executive directors, three non-executive directors, and four independent non-executive directors[185]. - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee, each operating under defined terms of reference[197]. - The independent non-executive directors actively participate in board and committee meetings, ensuring independent views are provided[188]. - The chairman is responsible for leading the board and overseeing its effectiveness, having held a meeting with independent non-executive directors without other directors present[195]. - The company has appointed at least three independent non-executive directors, meeting the requirement of not less than one-third of the board members[196]. - The company secretary has over 18 years of experience in providing corporate services to listed companies[180]. Strategic Outlook - The company is focused on expanding its market presence through strategic acquisitions and partnerships[94]. - The management team has extensive experience in investment banking, private equity, and cross-border mergers and acquisitions[96][99]. - The company plans to generate operational income post-merger, primarily from interest income until the completion of the acquisition[95]. - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[129]. - The company is investing in new technology development, with a budget allocation of $10 million for R&D in the upcoming year[129]. - Market expansion plans include entering three new international markets by the end of 2024, aiming for a 20% increase in market share[129]. - The company is considering strategic acquisitions to enhance its product offerings, with a target of completing at least two acquisitions within the next 18 months[129]. - The management team includes experienced professionals with backgrounds in luxury retail and financial services, enhancing the company's strategic direction[120]. - The company has established a new advisory board to guide its growth strategy, comprising industry veterans with extensive experience in cross-border transactions[134]. - The company aims to improve operational efficiency by implementing advanced analytics and AI technologies, expecting a 10% reduction in operational costs[129]. - The company has set a goal to increase its ESG (Environmental, Social, and Governance) initiatives, targeting a 30% reduction in carbon emissions by 2025[129]. Meetings and Performance Review - The company held three board meetings during the relevant period to discuss the progress of special purpose acquisition company (SPAC) transactions, interim and annual performance, and overall strategy and policies[160]. - Management provides the board with monthly updates containing detailed information to assess the progress, performance, and prospects of SPAC transactions[160]. - The audit committee reviewed the audited financial statements for the relevant period and confirmed compliance with applicable accounting standards and listing rules[199]. - The company is committed to maintaining high standards of corporate governance and has implemented measures to enhance internal control systems[183]. - The board is required to meet at least four times a year, approximately once per quarter[184]. - The company held three board meetings during the relevant period, with the annual general meeting taking place on June 23, 2023[191].
VISION DEAL-Z(07827) - 2023 - 年度财报