Financial Performance - For the fiscal year ended December 31, 2023, the company reported a total comprehensive loss of HKD 44.5 million, which includes administrative expenses of HKD 90.5 million[32]. - The company reported a total comprehensive loss of HKD 44.5 million for the year ended December 31, 2023, compared to a loss of HKD 134.2 million in 2022[50]. - The company has not generated any revenue for the year ended December 31, 2023, with its only activities related to identifying potential merger targets[51]. - The company incurred administrative expenses of HKD 90.5 million for the year ended December 31, 2023, compared to HKD 71.5 million in 2022[50]. - The fair value change of warrant liabilities was HKD 901,000 for the year ended December 31, 2023, compared to a loss of HKD 5.9 million in 2022[50]. SPAC Merger Transaction - The company announced a business combination with Zhaogang Industry Internet Group, marking it as the first SPAC merger transaction in Hong Kong[21]. - The company is focused on completing the SPAC merger transaction within the regulatory timeline set by the listing rules[23]. - The company does not expect to generate any operating revenue before the completion of the SPAC merger transaction[28]. - The company has entered into a PIPE investment agreement related to the merger, which involves additional funding from private investors[26]. - The company will provide further updates on the SPAC merger transaction as appropriate[27]. - The company has been actively collaborating with the target company to facilitate its application for listing on the stock exchange[22]. - The company is in the process of completing a special purpose acquisition company (SPAC) merger, pending shareholder and regulatory approvals[46]. - The company anticipates not engaging in any significant business until the completion of special purpose acquisition transactions[104]. Cash and Assets - As of December 31, 2023, the company had restricted cash deposits of HKD 1,000.7 million, representing the total proceeds from its issuance[36]. - As of December 31, 2023, the company's cash and cash equivalents amounted to HKD 56.9 million, an increase from HKD 16.6 million as of December 31, 2022, attributed to interest income earned from the escrow account[55]. - As of December 31, 2023, the company's non-current assets amounted to HKD 1,000.7 million, while current assets were HKD 56.9 million, primarily consisting of cash and cash equivalents[78]. - The company's current liabilities totaled HKD 1,042.2 million, mainly including redeemable Class A shares valued at HKD 1,000.7 million[78]. - As of December 31, 2023, the company recorded no bank or other interest-bearing borrowings[108]. Corporate Governance - The company is committed to maintaining high standards of corporate governance practices[156]. - The company has implemented several recommended best practices as per the corporate governance code[161]. - The board currently consists of seven directors, including two executive directors and three independent non-executive directors[164]. - The board believes that having Mr. Jiang serve as both Chairman and CEO will promote efficient decision-making and benefit the company's business prospects[197]. - The board has complied with listing rules by appointing at least three independent non-executive directors, constituting one-third of the board[198]. - All directors are required to retire and seek re-election at the annual general meeting, with one-third of the serving directors retiring each year[199]. - New appointed directors receive formal and comprehensive induction training to understand the company's operations and their responsibilities under listing rules[200]. Shareholder Information - Major shareholders include China Merchants Bank Co., Ltd. with a 19.28% stake, and UBS Group AG with a 14.01% stake[171]. - Independent non-executive directors are entitled to an annual fee of HKD 200,000[168]. - The total remuneration for independent non-executive directors amounted to HKD 600,000 during the reporting period[141]. - The company has maintained sufficient public float as required by listing rules during the reporting period[184]. Compliance and Legal Matters - The company has not experienced any compliance incidents that could significantly adversely affect its business or financial condition during the reporting period[129]. - There were no significant lawsuits or arbitration involving the company during the reporting period[181]. - The company has not entered into any significant contracts with promoters or their subsidiaries during the reporting period[139]. - The company has not declared any cash dividends prior to the completion of the special purpose acquisition company merger transaction[74]. - The company has no contingent liabilities as of December 31, 2023[178]. Operational Status - The company has not commenced any business operations as of December 31, 2023, and has no significant events affecting its securities since that date[49]. - The company did not engage in any business operations during the reporting period, thus facing no foreign exchange risk and not entering into any forward foreign exchange contracts to hedge against such risks[75]. - The company has no subsidiaries and is focused on identifying special purpose acquisition company targets[104]. - The company has no employees, with executive directors and senior management being employees of the parent company[130]. - The company has no recorded properties, plants, or equipment as of December 31, 2023[132]. - The company has not disclosed any tax reliefs or exemptions available to shareholders due to holding its securities[149]. - The company has not purchased, sold, or redeemed any of its listed securities as of December 31, 2023[177]. - The company has not pledged any assets as of December 31, 2023[176]. - No major investments, acquisitions, or future plans for significant capital assets were disclosed during the reporting period[148].
AQUILA ACQ-Z(07836) - 2023 - 年度财报