TECHSTARACQ-Z：2024ANNUALREPORT.pdf

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1、TechStar Acquisition Corporation(Incorporated in the Cayman Islands with limited liability)Stock Code:7855Warrant Code:48552024ANNUAL REPORTCONTENTSCorporate Information.1Management Discussion and Analysis.3Directors and Senior Management.7Directors Report.13Corporate Governance Report.29Environment

2、al,Social and Governance Report.45Definition.59Independent Auditors Report.66Statement of Profit or Loss and Other Comprehensive Income.71Statement of Financial Position.72Statement of Changes in Equity.73Statement of Cash Flows.74Notes to Financial Statements.751TECHSTAR ACQUISITION CORPORATION ANN

3、UAL REPORT 2024CORPORATE INFORMATIONBoard of DirectorsExecutive DirectorsMr.NI Zhengdong(Chairman and Co-chief Executive Officer)Mr.YE Qing (Former Co-chief Executive Officer)(resigned on December 12,2024)Mr.LUO Xuan (Co-chief Executive Officer)(appointed on December 12,2024)Mr.LI ZhuMr.CHEN Yaochao

4、Ms.JIANG JunNon-executive DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengAudit CommitteeMr.XUE Linnan(Chairman)Mr.ZHANG MinDr.LI WeifengRemuneration CommitteeDr.LI Weifeng(Chairman)Mr.LI ZhuMr.ZHANG MinNomination CommitteeMr.NI Zhengdong(Chairman)Dr.LI

5、 WeifengMr.ZHANG MinPromotersCNCB(Hong Kong)Capital LimitedZero2IPO Consulting Group Co.,Ltd.(清科管理顧問集團有限公司)Zero2IPO Capital LimitedMr.NI ZhengdongMr.LI ZhuMr.LAU Wai KitCompany SecretaryMr.IP Tak WaiAuthorized RepresentativesMs.JIANG JunMr.IP Tak WaiAuditorBDO LimitedCertified Public AccountantsRegi

6、stered Public Interest Entity Auditor25th Floor,Wing On Centre111 Connaught Road CentralHong KongRegistered OfficePO Box 309,Ugland HouseGrand CaymanKY 1-1104Cayman IslandsCayman Islands Principal ShareRegistrar and Transfer OfficeMaples Fund Services(Cayman)LimitedPO Box 1093,Boundary Hall,Cricket

7、SquareGrand Cayman,KY1-1102Cayman IslandsHong Kong Branch Share RegistrarTricor Investor Services Limited17/F,Far East Finance Centre16 Harcourt RoadHong KongEscrow Agent of the Escrow AccountBOCI-Prudential Trustee LimitedSuites 1501-1507,1513-1516,15/F1111 Kings RoadTaikoo ShingHong KongPrincipal

8、BankBank of China(Hong Kong)LimitedBank of China Tower1 Garden RoadHong Kong2TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Hong Kong Legal AdvisorWilson Sonsini Goodrich&RosatiSuite 1509,15/F,Jardine House1 Connaught Place,CentralHong KongPrincipal Place of Business in Hong KongUnit No.1506B,Le

9、vel 15International Commerce Centre1 Austin Road WestKowloon,Hong KongWStock Code7855Warrant Code48553TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024MANAGEMENT DISCUSSION AND ANALYSISBusiness ReviewThe Company is a special purpose acquisition company,or SPAC,formed to effect a business combinati

10、on with one or more businesses.The Class A Shares and Listed Warrants were listed on the Main Board of the Stock Exchange on December 23,2022,and the offering of the Class A Shares and Listed Warrants raised gross proceeds of HK$1,001.0 million.During the Reporting Period,the Company did not enter i

11、nto any revenue generating transactions.The Company recorded loss and total comprehensive loss of approximately HK$99.9 million for the Reporting Period,which was mainly attributable the expenses relating to equity-settled share-based payment expense related to conversion right of the Class B Shares

12、 and the Promoter Warrants upon the completion of a De-SPAC Transaction.While we may pursue a business combination target in any business,industry or geographical region,we intend to concentrate our efforts on technology-enabled companies in new economy sector in China,such as innovative technology,

13、advanced manufacturing,healthcare,life science,culture and entertainment,consumer and e-commerce,green energy and climate actions industries that align with the national economic trends and industrial policies of China.On December 20,2024,the Company published the announcement for the De-SPAC Transa

14、ction and entered into agreements relating to the De-SPAC Transaction consisting of(1)the Business Combination Agreement with Seyond Holdings Ltd.(being the Target Company and the Successor Company upon completion of the De-SPAC Transaction)and the Merger Sub(being a wholly-owned subsidiary of the T

15、arget Company)in relation to the Merger,(2)the PIPE Investment Agreements with the Target Company and the PIPE Investors in relation to the PIPE Investments,(3)the Promoters Lock-up Agreement with the Target Company and the Promoters,(4)the Target Company Shareholder Lock-up Agreement with the Targe

16、t Company and the Controlling Shareholders,and(5)an amendment to the Listed Warrants.On February 12,2025,the Successor Company has submitted a new listing application to the Stock Exchange for the listing of,and permission to deal in,the Successor Company Shares and Successor Company Listed Warrants

17、.The De-SPAC Transaction will result in the business combination of the Company with the Target Group and the listing of the Target Company as the Successor Company on the Stock Exchange.The Target Group is a global leader in the design,development,and production of automotive-grade LiDAR solutions.

18、The Target Group offers LiDAR solutions for advanced driver assistance system,automated driving system,and other automotive and non-automotive application scenarios.The Circular will contain,among other things,(i)further information on the De-SPAC Transaction(including the Business Combination Agree

19、ment,the Bonus Share Issue,the PIPE Investments and the Permitted Equity Financing(where applicable),the Merger,the Target Group and other information as required to be disclosed under the Listing Rules;(ii)details of the exchange of Class A Shares and TechStar Warrants for Successor Company Shares

20、and Successor Company Warrants pursuant to the De-SPAC Transaction and the withdrawal of the listing of Class A Shares and Listed Warrants;(iii)details of the Redemption Right and the Appraisal Right;(iv)a notice of the EGM;(v)a form of proxy and(vi)a form of election of redemption.Pursuant to Rule

21、14.60(7)of the Listing Rules,the Circular is expected to be dispatched to the Shareholders in or around May 2025.4TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024For further details of the De-SPAC Transaction,please refer to(i)the announcement of the Company dated December 20,2024 in relation to

22、the De-SPAC Transaction,(ii)the announcement of the Company dated February 12,2025 in relation to the filing of new listing application to the Stock Exchange by the Successor Company.OutlookThe Company will not generate any operating income until the De-SPAC Transaction is completed.The Company will

23、 continue to incur expenses(including legal,financial reporting,accounting and audit compliance,etc.)related to the mandatory compliance as a listed company and in connection with executing the De-SPAC Transaction until the completion of the De-SPAC Transaction.The Company expects to incur substanti

24、al costs in executing De-SPAC Transaction.The Company intends to use the following source of funds to complete the De-SPAC Transaction:(i)proceeds from the Offering;(ii)investment from Independent Third-party investors;(iii)proceeds from any safeguard agreement that may be entered into;(iv)loan faci

25、lities with the Promoter or its affiliates;(v)proceeds from share issuance to the owner(s)of the De-SPAC Target;and(vi)any other debt financing,or a combination of the foregoing sources.Financial ReviewResults of OperationsThe Company did not generate any revenue during the Reporting Period.The Comp

26、any is not expected to generate any operating revenue until after the completion of the De-SPAC Transaction,at the earliest.The Company recorded loss and total comprehensive loss of approximately HK$99.9 million for the Reporting Period,which was mainly attributable to the expenses relating to equit

27、y-settled share-based payment expense related to conversion right of the Class B Shares and the Promoter Warrants upon the completion of a De-SPAC Transaction.During the Reporting Period,the Company incurred administrative expenses of approximately HK$99.9 million,which was mainly attributable to th

28、e expenses relating to equity-settled share-based payment expense related to conversion right of the Class B Shares and the Promoter Warrants upon the completion of a De-SPAC Transaction.Financial PositionThe non-current assets of the Company as of December 31,2024 were nil.The current assets of the

29、 Company as of December 31,2024 were approximately HK$1,106.2 million,which was mainly attributable to proceeds from the Offering held in the Escrow Account and the interest generated from the Escrow Account.The current liabilities of the Company as of December 31,2024 were approximately HK$1,147.5

30、million,mainly consisting of the accruals and other payables of approximately HK$141.2 million and the carrying amount of its redeemable Class A shares of HK$1,001.0 million.The accruals and other payables of the Company as of December 31,2024 was mainly attributable to deferred underwriting commiss

31、ion and the interest generated from the proceeds deposited in the Escrow Account.5TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Liquidity and Financial ResourcesThe Company received gross proceeds of approximately HK$1,001.0 million from the Offering,which was deposited in the Escrow Account in

32、 Hong Kong.The Company has been monitoring its expenses on an ongoing basis and endeavors to keep the costs within the Companys primary sources of liquidity other than the funds deposited in the Escrow Account,including the proceeds from the sale of Class B Shares and the Promoter Warrants and the L

33、oan Facility.By leveraging the business insights,investment advisory experience,deal sourcing and execution expertise of the Promoters and Directors of the Company,the Company believes that it is well positioned to manage the operating expenses when conducting negotiations and performing due diligen

34、ce review on the Target Company.Prior to the completion of the De-SPAC Transaction,the following primary sources of liquidity will be utilized to satisfy the Companys capital requirements and the funds from these sources will be held outside the Escrow Account:proceeds from the issuance of Class B S

35、hares and the sale of the Promoter Warrants;and the Loan Facility(if the proceeds from the issuance of the Class B Shares and the sale of the Promoter Warrants described above are insufficient).With the amount of liquid assets on hand which are held outside the Escrow Account,the Company is of the v

36、iew that it has sufficient financial resources to meet its ongoing capital requirements prior to the completion of the De-SPAC Transaction.Due to the Companys business nature,there is no ageing analysis of accounts receivable and accounts payable.Borrowings and Gearing RatioThe Loan Facility provide

37、s the Company with a working capital credit line of up to HK$10.0 million that it may draw upon if required.Any loans drawn under the Loan Facility will not bear any interest and will not be held in the Escrow Account.Approximately HK$2.8 million had been drawn from the Loan Facility as of December

38、31,2024.As the Company did not have any interest-bearing borrowings as of December 31,2024,the gearing ratio as of December 31,2024(as calculated by total interest-bearing bank borrowings as at the end of respective period divided by total equity as at the same date)was not applicable.Significant In

39、vestments,Material Acquisitions and DisposalsDuring the Reporting Period,the Company did not hold any significant investment,nor did it make any material acquisition or disposal of subsidiaries,associates and joint ventures.Future Plans for Material Investments or Capital AssetsOn December 20,2024,t

40、he Company has entered into agreements relating to the De-SPAC Transaction,including,among others,the Business Combination Agreement with the Target Company and the Merger Sub in relation to the Merger and the PIPE Investment Agreements with the Target Company and the PIPE Investors in relation to t

41、he PIPE Investments.6TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024As of December 31,2024,save for the aforementioned,the Company did not have any concrete plans for making other material investments or capital assets.The Company will continue to focus on its business strategies as set out in t

42、he Listing Document.Charges on AssetsAs of December 31,2024,no charges had been created on the assets of the Company.Foreign Exchange ExposureDuring the Reporting Period,there were no significant financial assets or liabilities of the Company denominated in the currency other than the functional cur

43、rency of the Company.As such,the Company did not have significant foreign currency exposure during the Reporting Period.The Company did not enter into any hedging transaction or forward contract arrangement to hedge foreign exchange exposure in 2024.The Company will manage foreign exchange risk by p

44、erforming regular reviews of foreign exchange exposures as necessary.Contingent LiabilitiesAs of December 31,2024,the Company did not have any contingent liabilities.7TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024DIRECTORS AND SENIOR MANAGEMENTDirectorsExecutive DirectorsMr.NI Zhengdong(倪正東),ag

45、ed 50,has been an executive Director since the incorporation of the Company in April 2022,and was re-designated as the chairman of the Board and an executive Director and appointed as the co-chief executive officer of the Company in June 2022.Mr.Ni currently acts as the chairman of the Nomination Co

46、mmittee.He is primarily responsible for the formulation of overall strategic direction and management of the Company.Mr.Ni is one of the Promoters and is a director of Zero2IPO Capital.Mr.Ni has over 20 years of experience in the equity investment industry.He started the business of equity investmen

47、t services in 2001 and has served as the executive director and then as the chairman of Zero2IPO Group since its inception in 2005.Mr.Ni is also the chairman,an executive director and chief executive officer of Zero2IPO Holdings,a company listed on the Stock Exchange(stock code:1945),where he is res

48、ponsible for the overall management of business,strategy and corporate development.He served as an independent non-executive director of GOGOX HOLDINGS LIMITED,a company listed on the Stock Exchange(stock code:2246),from June 2022 to December 2023.Mr.Ni served as an independent director of Talkweb I

49、nformation System Inc.(拓維資訊系統股份有限公司),a company listed on the Shenzhen Stock Exchange(stock code:002261),from September 2017 to May 2022,where he has been serving as a director since May 2022.He also served as an independent non-executive director of Kingdee International Software Group Company Limit

50、ed(金蝶國際軟件集團有限公司),a company listed on the Stock Exchange(stock code:0268),from January 2021 to December 2021.Mr.Ni obtained a bachelors degree in engineering mechanics from Hunan University(湖南大學)in July 1996,and a masters degree in engineering mechanics from Tsinghua University(清華大學)in January 2000.H

51、e also graduated from a business administration PhD program from Tsinghua University in January 2007.Mr.LUO Xuan(羅旋),aged 42,was appointed as an executive Director and co-chief executive officer of the Company in December 2024.He is primarily responsible for the formulation of the business direction

52、 and management of the Company.Mr.Luo has over 15 years of extensive working experience in finance and investment.He has been the general manager of CNCB(Hong Kong)Capital Limited since July 2022.Prior to that,Mr.Luo successively served as the director of asset management department and the assistan

53、t general manager at CNCB(Hong Kong)Capital Limited from March 2016 to July 2022.From August 2007 to March 2016,he served as investment analyst and investment manager of financial markets department at China CITIC Bank Corporation Limited,a company listed on the Stock Exchange(stock code:0998)and th

54、e Shanghai Stock Exchange(stock code:601998).8TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Mr.Luo obtained a bachelors degree in management from Xian Jiaotong University in the PRC in July 2004 and a masters degree in finance from Southwestern University of Finance and Economics in the PRC in

55、July 2007.Mr.Luo has been licensed as a responsible officer(as defined under the Hong Kong Securities and Futures Ordinance)of CNCB(Hong Kong)Capital Limited by the SFC to carry out Type 1(dealing in securities),Type 4(advising on securities),Type 6(advising on corporate finance)and Type 9(asset man

56、agement)regulated activities.Mr.LI Zhu(李竹),aged 59,is an executive Director and the co-chief operation officer of the Company.He is primarily responsible for the management of the operation of the Company.Mr.Li is one of the Promoters.Mr.Li currently acts as a member of the Remuneration Committee.Mr

57、.Li is the founding partner of Innoangel Fund(英諾天使投資基金)since March 2013,which is an investment fund focusing on new energy,advanced manufacturing,new generation information technology and biotech industry.In 2012,he launched the Houde Innovation Valley(厚德創新谷),which is an incubator.From June 2015 to

58、October 2016,he served as the chairman of Beijing Houde Wenhua Investment Consulting Co.,Ltd.(北京厚德文華投資諮詢有限公司).He founded the UUSee(悠視網),a live online television platform,and served as the chairman of the board of Beijing UUsee Interactive Technology Co.,Ltd.(北京悠視互動科技有限公司)from November 2005 to May 20

59、15.Prior to that,he served as the president of Beijing CCID Times Information Industry Co.,Ltd.(北京賽迪時代資訊產業股份有限公司),a company focusing on the development and sales of computer and communication equipment technology,from June 2000 to September 2002.From June 1997 to May 2000,he served as the general ma

60、nager of Tsinghua Tongfang Software and System Integration Company(清華同方軟體與系統集成公司),a company engaged in providing software services,computer system services and the research and development of electronic products.From June 2015 to April 2020,he served as a director of Guangdong Tecsun Science&Technol

61、ogy Co.,Ltd.(廣東德生科技股份有限公司),a company listed on the Shenzhen Stock Exchange(stock code:002908).Mr.Li has served as a director at Beijing Jiangzhi Information Technology Co.,Ltd.(北京將至資訊科技發展股份有限公司),since July 2016.Mr.Li obtained a bachelors degree in computer science from Tsinghua University(清華大學)in Ju

62、ly 1989.Mr.CHEN Yaochao(陳耀超),aged 40,is an executive Director and the co-chief operation officer of the Company.He is primarily responsible for the management of the operation of the Company.Mr.Chen was nominated to the Board by CNCB Capital.He has been licensed as a responsible officer(as defined u

63、nder the SFO)of CNCB Capital by the SFC to carry out Type 9(asset management)regulated activities since August 2019,and has been licensed by the SFC to carry out Type 1(dealing in securities)and Type 4(advising on securities)regulated activities for CNCB Capital since February 2019.9TECHSTAR ACQUISI

64、TION CORPORATION ANNUAL REPORT 2024Mr.Chen served as the head of asset management department at CNCB Capital since December 2018.He worked at the alternative investment management department of China Securities(International)Finance Holding Company Limited,a subsidiary of CSC Financial Co.,Ltd.,a co

65、mpany listed on the Stock Exchange(stock code:6066)and on the Shanghai Stock Exchange(stock code:601066),from December 2017 to October 2018 with his last position held as an associate director.From July 2012 to October 2017,he worked at CCB International(China)Limited,a subsidiary of China Construct

66、ion Bank Corporation,a company listed on the Stock Exchange(stock code:0939)and on the Shanghai Stock Exchange(stock code:601939).From July 2009 to May 2012,he worked at China International Capital Corporation Limited,a company listed on the Stock Exchange(stock code:3908)and on the Shanghai Stock E

67、xchange(stock code:601995).Mr.Chen obtained a bachelors degree in economics from Southwest Jiaotong University(西南交通大學)in June 2007.He further obtained an MBA degree from Lingnan College of Sun Yat-Sen University in June 2014.Mr.Chen was recognized as a Chartered Financial Analyst by CFA Institute in

68、 2013.Ms.JIANG Jun(江君),aged 43,is an executive Director of the Company.She is primarily responsible for business direction and corporate governance of the Company.Ms.Jiang was nominated to the Board by Zero2IPO Capital and is a director of Zero2IPO Capital.She has been licensed as a responsible offi

69、cer(as defined under the SFO)of Zero2IPO Asset Management Limited by the SFC to carry out Type 4(advising on securities)and Type 9(asset management)regulated activities for Zero2IPO Asset Management Limited since July 2023,as a responsible officer(as defined under the SFO)of Zero2IPO Securities Limi

70、ted by the SFC to carry out Type 1(dealing in securities)and Type 2(dealing in futures contracts)regulated activities for Zero2IPO Securities Limited since January 2022 and as a responsible officer(as defined under the SFO)of Zero2IPO Capital by the SFC to carry out Type 6(advising on corporate fina

71、nce)regulated activities for Zero2IPO Capital since November 2021.Ms.Jiang has served as the chief executive officer of Zero2IPO International Holdings Limited,a subsidiary of Zero2IPO Holdings,since July 2021,and has been a senior vice president of Zero2IPO Holdings since December 2021.From Septemb

72、er 2018 to June 2021,she served as the chief executive officer at Fortune Financial Capital Limited.From January 2014 to September 2018,she served as a managing director and the head of investment banking department and global capital market department at Orient Finance Holdings(Hong Kong)Limited.Fr

73、om February 2010 to November 2013,she served as an executive director of investment banking department at China Merchants Securities(Hong Kong)Co.,Ltd.,a subsidiary of China Merchants Securities Co.,Ltd.,a company listed on the Stock Exchange(stock code:6099)and on the Shanghai Stock Exchange(stock

74、code:600999).From February 2008 to February 2010,she worked at CMB International Capital Corporation Limited,a subsidiary of China Merchants Bank Co.,Ltd.,a company listed on the Stock Exchange(stock code:3968)and on the Shanghai Stock Exchange(stock code:600036).Ms.Jiang obtained a bachelors degree

75、 in law from Southeast University(東南大學)in June 2003 and an MBA degree from University of Abertay Dundee in September 2004.She also graduated from an EMBA program from Cheung Kong Graduate School of Business in September 2019.10TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Non-executive Director

76、Mr.LAU Wai Kit(劉偉傑),aged 62,is a non-executive Director of the Company.He is primarily responsible for oversight of the management of the Company.Mr.Lau is one of the Promoters.Mr.Lau has over 20 years of experience in investment,mergers,acquisitions and corporate management.He has been a partner of

77、 Waterwood Investment since December 2014,which is a private equity firm focusing on growth stage opportunities in healthcare,technology and new economy industries.He co-founded Gobi Ventures in January 2002 and served as a senior managing partner until December 2014.From August 2000 to March 2001,h

78、e served as the chief financial officer at Asia2B.com.From September 1998 to March 2000,he worked at Wah Tak Management Limited with his last position held as an executive director.From April 1997 to March 1999,he served as the vice chairman and a director at Seapower Financial Services Group.Prior

79、to that,Mr.Lau worked at law firms from September 1988 to May 1995,including as a partner at So&Keung and So Keung&Yip and as an attorney at Baker&McKenzie.Mr.Lau obtained a LL.B.degree from The University of Hong Kong in May 1985 and a postgraduate certificate in laws in May 1986.Mr.Lau is qualifie

80、d to practice law in Hong Kong,California,Singapore,and England and Wales.Independent non-executive DirectorsMr.ZHANG Min,aged 56,is an independent non-executive Director of the Company.He is primarily responsible for supervising and providing independent opinion to the Board.Mr.Zhang currently acts

81、 as the members of the Audit Committee,the Nomination Committee and the Remuneration Committee.Mr.Zhang has served as the general manager of Shanghai Empower Investment Co.,Ltd.(上海合之力投資管理有限公司)since September 2012.Prior to that,Mr.Zhang successively served as a business development director at Mornin

82、gstar Information Technology Consulting(Shanghai)Co.,Ltd.(晨興資訊科技諮詢(上海)有限公司)from December 2005 to October 2008,as a vice president at Media Partners International Limited(上海梅迪派勒廣告有限公司)from December 2002 to December 2005,and as a senior manager in risk control department at Shanghai branch of Pricewat

83、erhouseCoopers Consultant(Shenzhen)Co.,Ltd.from March 2001 to November 2002.He has also served as an independent non-executive director of Zero2IPO Holdings since December 2020.Mr.Zhang obtained a bachelors degree in economics from Sichuan University(四川大學)in July 1989 and a masters degree in interna

84、tional business from The Norwegian School of Economics and Business Administration in the spring term of 1995.11TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Mr.XUE Linnan(薛林楠),aged 52,is an independent non-executive Director of the Company.He is primarily responsible for supervising and provid

85、ing independent opinion to the Board.Mr.Xue currently acts as the chairman of the Audit Committee.He has served as the chief executive officer at Shanghai Mckintey Group Co.,Ltd.(上海麥金地集團股份有限公司)since February 2023,where he is primarily responsible for the overall business management.From April 2021 t

86、o January 2023,Mr.Xue served as the chief financial officer at Deepwise Co.,Ltd.(深睿高科技有限公司),where he is primarily responsible for the overall financing management and risk control.From April 2013 to December 2020,Mr.Xue served consecutively as the general manager of audit department and customer ser

87、vice and product quality supervision department as well as the chief financial officer of Fosun International Limited(復星國際有限公司),a company listed on the Stock Exchange(stock code:0656),and as the vice chairman of Fosun Hive(復星蜂巢)where he was primarily responsible for the internal audit,financing due

88、diligence,financing management and real estate investment and operation.He has also served as an independent director of LakeShore Biopharma Co.,Ltd,a company listed on the Nasdaq(ticker:LSB)since May 2024.Mr.Xue graduated with major of international taxation from Renmin University of China(中國人民大學)i

89、n September 1997 and has obtained a masters degree in economics from the Boston University in September 2001.He has been a member of American Institute of Certified Public Accountants since February 2002 and a member of American Institute of Internal Control since November 2006.Dr.LI Weifeng(李衛鋒),ag

90、ed 46,is an independent non-executive Director of the Company.He is primarily responsible for supervising and providing independent opinion to the Board.Mr.Li currently acts as the chairman of the Remuneration Committee and the members of the Audit Committee and the Nomination Committee.Dr.Li has se

91、rved in various positions at The University of Hong Kong since July 2011,where he successively served as an assistant professor and an associate professor in the department of urban planning and design of The University of Hong Kong,and he has been the associate dean of the faculty of architecture o

92、f The University of Hong Kong since September 2021.Dr.Li obtained his dual bachelors degree in geography and economics from Peking University(北京大學)in June 2001.He also obtained a masters degree in geography from Peking University in June 2004 and a Ph.D.in urban and regional planning from Massachuse

93、tts Institute of Technology in February 2015.12TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Senior ManagementMr.NI Zhengdong(倪正東)is the chairman of the Board,an executive Director and the co-chief executive officer of the Company.See“Directors and Senior Management Directors”for details.Mr.LUO

94、 Xuan(羅旋)is an executive Director and the co-chief executive officer of the Company.See“Directors and Senior Management Directors”for details.Mr.LI Zhu(李竹)is an executive Director and the co-chief operation officer of the Company.See“Directors and Senior Management Directors”for details.Mr.CHEN Yaoc

95、hao(陳耀超)is an executive Director and the co-chief operation officer of the Company.See“Directors and Senior Management Directors”for details.Company SecretaryMr.IP Tak Wai(葉德偉)is the company secretary of the Company.He is an executive director of IPO&Share Registry Services of Tricor Services Limite

96、d,a global professional services provider specializing in integrated business,corporate and investor services.Mr.IP has over 19 years of experience in corporate governance,compliance and share registration profession.He has been providing corporate secretarial and compliance services,share registrat

97、ion and IPO services to Hong Kong listed companies as well as multinational,private and offshore companies.Mr.IP is a Chartered Secretary,a Chartered Governance Professional and a fellow of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom

98、.Mr.IP obtained a bachelors degree in Integrated Business Administration from The Chinese University of Hong Kong and a masters degree in Professional Accounting and Corporate Governance from City University of Hong Kong.13TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024DIRECTORS REPORTThe Board

99、is pleased to present this directors report together with the financial statements of the Company for the Reporting Period.Principal ActivitiesThe Company was incorporated in the Cayman Islands on April 11,2022,as an exempted company with limited liability under the Cayman Companies Act.The Company

100、is a special purpose acquisition company,or SPAC,formed to effect a business combination with one or more businesses.The Class A Shares and Listed Warrants of the Company are listed on the Main Board of the Stock Exchange since December 23,2022,with stock code 7855 and warrant code 4855.The Company

101、does not have any subsidiaries.The Company did not have any material operations(save for sourcing the potential De-SPAC Target for the purpose of completing the De-SPAC Transaction)since April 11,2022,its date of incorporation.The Company is not expected to generate any operating income until the De

102、-SPAC Transaction is completed.Business Review and Results and Future DevelopmentA review of the business of the Company during the Reporting Period is provided in the section headed“Management Discussion and Analysis Business Review”in this annual report.An analysis of the Companys performance duri

103、ng the Reporting Period is provided in the section headed“Management Discussion and Analysis Financial Review”in this annual report.The results of the Company for the Reporting Period are set out in the financial statements in this annual report.The future development in the Companys business is pro

104、vided in the section headed“Management Discussion and Analysis Outlook”in this annual report.A discussion on relationships with its key stakeholders is included in the sections headed“Management Discussion and Analysis”,“Corporate Governance Report”and“Environmental,Social and Governance Report”in t

105、his annual report.In addition,a description of the environmental policies and performance of the Company is set out in the section headed“Environmental,Social and Governance Report”in this annual report.These discussions form part of this directors report.Principal Risks and UncertaintiesThe Company

106、 is a special purpose acquisition company and is exposed to various risks in its operations.Some of the primary risks and uncertainties include:(i)the Company may not be able to announce a De-SPAC Transaction within 24 months of the Listing Date or complete a De-SPAC Transaction within 36 months of

107、the Listing Date;and(ii)the Company may not have sufficient financial resources to complete the De-SPAC Transaction.Major Customers and SuppliersAs the Company is a special purpose acquisition company with no operations other than in connection with the selection,structuring and completion of the De

108、-SPAC Transaction,it has neither customers nor suppliers.14TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Key Relationships with its Employees,Customers and SuppliersAs the Company is a special purpose acquisition company with no operations other than in connection with the selection,structuring

109、 and completion of the De-SPAC Transaction,it has neither customers nor suppliers in terms of business operation.As of December 31,2024,the Company had no full-time employees except senior management of the Company.Property,Plant and EquipmentAs of December 31,2024,the Company did not possess any pr

110、operty,plant or equipment.Share CapitalDetails of movements in the share capital of the Company during the Reporting Period are set out in Note 16 to the financial statements included in this annual report.DebenturesThe Company did not issue any debentures during the Reporting Period.Distributable R

111、eservesAs of December 31,2024,the Company did not have any distributable reserves.BorrowingsAs of December 31,2024,the Company had not recorded any bank and other interest-bearing borrowings.The Loan Facility provides the Company with a working capital credit line of up to HK$10.0 million that it ma

112、y draw upon if required.Any loans drawn under the Loan Facility will not bear any interest and will not be held in the Escrow Account.Approximately HK$2.8 million had been drawn from the Loan Facility as of December 31,2024.Equity-linked AgreementsSave as disclosed in the section headed“Terms of the

113、 Offering”of the Listing Document,the Company did not enter into any equity-linked agreements that will or may result in the Company issuing shares or that require the Company to enter into any agreements that will or may result in the Company issuing shares during the Reporting Period or subsisted

114、at the end of the Reporting Period.Share SchemesThe Company did not adopt any share schemes since the incorporation date of the Company.15TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024DirectorsThe Directors during the Reporting Period and up to the date of this report were:Executive DirectorsMr

115、.NI Zhengdong(Chairman)Mr.YE Qing(resigned on December 12,2024)Mr.LUO Xuan(appointed on December 12,2024)Mr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengBiographical details of Directors are set out in t

116、he section headed“Director and Senior Management”of this annual report.Biographical Details of The Directors and the Senior ManagementBiographical details of the Directors and the senior management of the Group as at the date of this annual report are set out on pages 7 to 12 in the section headed“D

117、irectors and Senior Management”of this annual report.Pursuant to Rule 13.51B(1)of the Listing Rules,the changes in the information of the Directors from the date of the Companys 2024 interim report published on September 16,2024 to the date of this annual report are set out below:Mr.XUE Linnan has s

118、erved as an independent director of LakeShore Biopharma Co.,Ltd,a company listed on the Nasdaq(ticker:LSB)since May 2024;Mr.YE Qing resigned as an executive Director and co-chief executive officer of the Company with effect from December 12,2024 due to work relocation;and Mr.LUO Xuan was appointed a

119、s an executive Director and co-chief executive officer of the Company with effect from December 12,2024.16TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Directors Service Contracts and Letters of AppointmentOn December 8,2022,each of the executive Directors(excluding Mr.LUO Xuan)entered into a s

120、ervice contract with the Company,and each of the non-executive Director and independent non-executive Directors entered into a letter of appointment with the Company.On December 12,2024,Mr.LUO Xuan entered into a service contract with the Company.The service contracts with each of the executive Dire

121、ctors are for an initial fixed term of three years commencing from the date of such service contract.The letters of appointment with each of the non-executive Director and independent non-executive Directors are for an initial fixed term of three years commencing from the date of such letter of appo

122、intment.The service contracts and the letters of appointment are subject to termination in accordance with their respective terms or by either party giving to the other not less than three-month prior written notice.The appointment of the Directors is subject to the provisions of retirement and rota

123、tion of Directors under the Articles.On December 12,2024,Mr.LUO Xuan obtained the legal advice from a firm of solicitors qualified to advise on Hong Kong law as regards the requirements under Rule 3.09D of the Listing Rules and confirmed that he understood his obligations as a director of the Compan

124、y and the possible consequences of making a false declaration or giving false information to the Stock Exchange.Save as disclosed above,none of the Directors has entered,or has proposed to enter,into a service contract or letter of appointment with the Company that is not determinable by the Company

125、 within one year without the payment of compensation,other than statutory compensation.Directors Interests in Transactions,Arrangements or ContractsSave as disclosed in the section headed“Terms of the Offering”of the Listing Document and the announcement of the Company dated December 20,2024 in rela

126、tion to the De-SPAC Transaction,none of the Directors or their respective connected entities(as defined in the Listing Rules)had a material interest,either directly or indirectly,in any transaction,arrangement or contract of significance to which the Company was a party subsisting during or at the e

127、nd of the Reporting Period.Contracts with PromotersConcurrently with the execution of the Business Combination Agreement,the Company,the Target Company and the Promoters entered into an agreement,pursuant to which,among other things,and subject to the terms and conditions set forth therein,each of t

128、he Promoters has agreed(a)not to transfer the Successor Company Shares to be received by such Promoter for a period of 12 months from the date of Closing,and(b)to unconditionally and irrevocably waive their Appraisal Right pursuant to the Cayman Companies Act in respect to all Shares held by such Pr

129、omoter with respect to the Merger.During the Reporting Period,save as the aforementioned,no contract had been entered into between the Company and the Promoters or any of their respective subsidiaries.Connected TransactionsDuring the Reporting Period,the Company had no connected transaction or conti

130、nuing connected transaction which should be disclosed pursuant to Chapter 14A of the Listing Rules.17TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Related Party TransactionsDetails of the related party transactions of the Company for the Reporting Period are set out in Note 18 to the financial

131、statements contained in this annual report.None of the related party transactions disclosed in Note 18 to the financial statements constitutes a connected transaction or continuing connected transaction which should be disclosed pursuant to the requirements in Chapter 14A of the Listing Rules.Manage

132、ment ContractsOther than the Directors service contracts and appointment letters as disclosed in this annual report,no contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Reporting Period.R

133、emuneration of Directors and Five Highest Paid IndividualsDuring the Reporting Period,no fees,salaries,housing allowances,other allowances,benefits in kind(including contributions to pension schemes)and bonuses were paid or payable by the Company to the Directors or other individuals.The executive D

134、irectors and non-executive Director are not entitled to any remuneration from the Company.The independent non-executive Directors are entitled to receive a directors fee from the Company.None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Company

135、 to any of the Directors or other individuals as an inducement to join,or upon joining the Company,or as compensation for loss of office.Employees and Remuneration PolicyThe Company had no full-time employees and no staff cost has been recognized as expense of the Company during the Reporting Period

136、.The executive Directors and non-executive Directors are not entitled to any remuneration from the Company.The remuneration package of the independent non-executive Directors are benchmarked against the remuneration for similar positions in the market.Environmental Policies and PerformanceIt is our

137、corporate and social responsibility in promoting a sustainable and environmental-friendly environment.We strive to minimize our environmental impact and to build our corporation in a sustainable way.The environmental,social and governance report of the Company prepared in accordance with Appendix C2

138、 of the Listing Rules is set out in the section headed“Environmental,Social and Governance Report”of this annual report.Directors Interest in Competing BusinessDuring the Reporting Period,none of the Directors was interested in any business,apart from the Companys business,which competes or is likel

139、y to compete,either directly or indirectly,with the Companys business,which would require disclosure under Rule 8.10 of the Listing Rules.18TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Directors and Chief Executives Interests in SecuritiesAs of December 31,2024,to the best knowledge of the Dir

140、ectors,the interest and/or short position(as applicable)of the Directors and chief executives of the Company in the Shares,underlying Shares or debentures of the Company or any interests and/or short positions(as applicable)in the shares,underlying shares or debentures of the Companys associated cor

141、porations(within the meaning of Part XV of the SFO)which were required(a)to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the SFO);or(b)pur

142、suant to Section 352 of the SFO,to be entered in the register referred to therein;or(c)to be notified to the Company and the Stock Exchange pursuant to the Model Code,were as follows:Interest in the CompanyName of Director/Chief ExecutiveCapacity/Nature of interestNumber ofShares heldPercentage of i

143、nterest in the relevant class(1)Percentage of Shareholding in the total issued share capital(1)Mr.NI Zhengdong(2)Interest in controlled corporation6,800,000 Class A Shares(L)6.79%5.44%10,000,000 Class B Shares(L)40.00%8.00%Mr.LI Zhu(3)Interest in controlled corporation3,400,000 Class A Shares(L)3.40

144、%2.72%5,000,000 Class B Shares(L)20.00%3.99%Mr.LAU Wai Kit(4)Interest in controlled corporation850,000 Class A Shares(L)0.85%0.68%1,250,000 Class B Shares(L)5.00%1.00%The letter“L”denotes the persons long position in the Shares.(1)As of December 31,2024,the Company has issued a total number of 125,1

145、00,000 Shares,including 100,100,000 Class A Shares and 25,000,000 Class B Shares.(2)See notes(8),(9)and(10)under the section headed“Substantial Shareholders Interests in Securities”in this annual report for details.(3)See note(11)under the section headed“Substantial Shareholders Interests in Securit

146、ies”in this annual report for details.(4)See note(12)under the section headed“Substantial Shareholders Interests in Securities”in this annual report for details.19TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Save as disclosed above and to the best knowledge of the Directors,as of December 31,2

147、024,none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the Shares,underlying Shares or debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)which would be required to be notified t

148、o the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have taken under such provisions of the SFO);or which would be required to be recorded in the register to be kept by the Company pursuan

149、t to Section 352 of the SFO,or which would be required,pursuant to the Model Code,to be notified to the Company and the Stock Exchange.Substantial Shareholders Interests in SecuritiesAs of December 31,2024,to the best knowledge of the Directors,the following persons,other than Directors or chief exe

150、cutives of the Company,had interests and/or a short position(as applicable)in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register r

151、equired to be kept by the Company pursuant to Section 336 of the SFO:Name of shareholderCapacity/Natureof interestNumber of Shares held or interestedApproximate percentage of the relevant class ofShares(1)Approximate percentage of the total issued Shares(1)Class A Shares(2)Fortune Opportunity Fund(3

152、)Beneficial interest37,478,375(L)37.44%29.96%Wealth Strategy Holding Limited(3)Interest in controlled corporation37,478,375(L)37.44%29.96%LOVING KING LIMITED(寧寶有限公司)(4)Beneficial interest18,805,875(L)18.79%15.03%ABCI Investment Management Limited (農銀國際投資管理 有限公司)(4)Interest in controlled corporation1

153、8,805,875(L)18.79%15.03%ABC International Holdings Limited(農銀國際控股 有限公司)(4)Interest in controlled corporation18,805,875(L)18.79%15.03%Agricultural Bank of China Limited(中國農業銀行 股份有限公司)(4)Interest in controlled corporation18,805,875(L)18.79%15.03%20TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Nam

154、e of shareholderCapacity/Natureof interestNumber of Shares held or interestedApproximate percentage of the relevant class ofShares(1)Approximate percentage of the total issued Shares(1)Central Huijin Investment Ltd.(4)Interest in controlled corporation18,805,875(L)18.79%15.03%Fountainhead Partners F

155、und VCC sub fund CAPS FundBeneficial interest9,350,000(L)9.34%7.47%CENTURY PRIVATE WEALTH MANAGEMENT PTE.LTD.Beneficial interest9,336,250(L)9.33%7.46%Cinda Sinorock Global Portfolio Limited Partnership I(5)Beneficial interest9,336,250(L)9.33%7.46%SinoRock Superior Growth Limited(5)Interest in contro

156、lled corporation9,336,250(L)9.33%7.46%Cinda Sino-Rock Investment Limited(5)Interest in controlled corporation9,336,250(L)9.33%7.46%Sino-Rock Investment Management Company Limited(5)Interest in controlled corporation9,336,250(L)9.33%7.46%Innotek Resources Limited(5)Interest in controlled corporation9

157、,336,250(L)9.33%7.46%CHINA CINDA(HK)ASSET MANAGEMENT CO.,LIMITED(5)Interest in controlled corporation9,336,250(L)9.33%7.46%CHINA CINDA(HK)HOLDINGS COMPANY LIMITED(5)Interest in controlled corporation9,336,250(L)9.33%7.46%China Cinda Asset Management Co.,Ltd(5)Interest in controlled corporation9,336,

158、250(L)9.33%7.46%Sinostone Capital Management Company Limited(5)Investment manager9,336,250(L)9.33%7.46%21TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Name of shareholderCapacity/Natureof interestNumber of Shares held or interestedApproximate percentage of the relevant class ofShares(1)Approxim

159、ate percentage of the total issued Shares(1)Redpine Elite Limited(6)Beneficial interest6,135,250(L)6.13%4.90%Goldstream Investment Limited(6)Interest in controlled corporation6,135,250(L)6.13%4.90%CNCB AM TS(7)Beneficial interest5,950,000(L)5.94%4.76%CNCB Capital(7)Interest in controlled corporation

160、5,950,000(L)5.94%4.76%CNCB Investment(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Bank(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Financial Holdings(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Corporation Limited(7)Interest in controlled c

161、orporation5,950,000(L)5.94%4.76%CITIC Limited(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Polaris Limited(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Glory Limited(7)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Group Corporation Limited(7)Inte

162、rest in controlled corporation5,950,000(L)5.94%4.76%22TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Name of shareholderCapacity/Natureof interestNumber of Shares held or interestedApproximate percentage of the relevant class ofShares(1)Approximate percentage of the total issued Shares(1)Class B

163、 SharesCNCB AM TS(7)Beneficial interest8,750,000(L)35.00%6.99%CNCB Capital(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CNCB Investment(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Bank(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Financial Holdi

164、ngs(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Corporation Limited(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Limited(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Polaris Limited(7)Interest in controlled corporation8,750,000(L)35.00%6.9

165、9%CITIC Glory Limited(7)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Group Corporation Limited(7)Interest in controlled corporation8,750,000(L)35.00%6.99%ZCL TechStar(8)Beneficial interest3,750,000(L)15.00%3.00%Zero2IPO Capital(8)Interest in controlled corporation3,750,000(L)15.00%

166、3.00%Zero2IPO International Holdings Limited(8)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO Investment Management Limited(8)Interest in controlled corporation3,750,000(L)15.00%3.00%23TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Name of shareholderCapacity/Natureof interest

167、Number of Shares held or interestedApproximate percentage of the relevant class ofShares(1)Approximate percentage of the total issued Shares(1)Zero2IPO Holdings(8)Interest in controlled corporation3,750,000(L)15.00%3.00%JQ Brothers Ltd.(8)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero

168、2IPO Acquisition(9)Beneficial interest3,750,000(L)15.00%3.00%Zero2IPO HK(9)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO Group(9)Interest in controlled corporation3,750,000(L)15.00%3.00%Rivulet Valley(10)Beneficial interest2,500,000(L)10.00%2.00%INNO SPAC(11)Beneficial interest5,

169、000,000(L)20.00%3.99%Waterwood Acquisition(12)Beneficial interest1,250,000(L)5.00%1.00%The letter“L”denotes the persons long position in the Shares.(1)As of December 31,2024,the Company has issued a total number of 125,100,000 Shares,including 100,100,000 Class A Shares and 25,000,000 Class B Shares

170、.(2)Represents interest in the underlying Class A Shares of the Promoter Warrants.On the basis of a cashless exercise of the Promoter Warrants and subject to the terms and conditions under the Promoter Warrant Agreement(including the exercise mechanism and anti-dilution adjustments),the Promoter War

171、rant may be exercised for a maximum of 17,000,000 Class A Shares in the aggregate,representing approximately 13.59%of the total Shares in issue as of December 31,2024.(3)Wealth Strategy Holding Limited holds over one-third limited interests in Fortune Opportunity Fund and is the manager of Fortune O

172、pportunity Fund.(4)LOVING KING LIMITED is wholly owned by ABCI Investment Management Limited,which is in turn wholly owned by ABC International Holdings Limited.ABC International Holdings Limited is wholly owned by Agricultural Bank of China Limited,which is in turn controlled by and owned as to app

173、roximately 40.14%by Central Huijin Investment Ltd.(5)Cinda Sinorock Global Portfolio Limited Partnership I is owned as to 55.01%and 44.99%by Cinda Sino-Rock Investment Limited and Innotek Resources Limited,respectively.Cinda Sino-Rock Investment Limited is wholly owned by Sino-Rock Investment Manage

174、ment Company Limited.Innotek Resources Limited is wholly owned by CHINA CINDA(HK)ASSET MANAGEMENT CO.,LIMITED,which is in turn wholly owned by CHINA CINDA(HK)HOLDINGS COMPANY LIMITED.CHINA CINDA(HK)HOLDINGS COMPANY LIMITED is wholly owned by China Cinda Asset Management Co.,Ltd.SinoRock Superior Gro

175、wth Limited and Sinostone Capital Management Company Limited are the general partner and investment manager of Cinda Sinorock Global Portfolio Limited Partnership I respectively.24TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024(6)Redpine Elite Limited is wholly owned by Goldstream Investment Lim

176、ited.(7)CNCB AM TS is wholly owned by CNCB Capital,which is in turn wholly owned by CNCB Investment.CNCB Investment is wholly owned by CITIC Bank,a company listed on the Shanghai Stock Exchange(stock code:601998)and the Stock Exchange(stock code:0998).Each of CNCB Capital,CNCB Investment and CITIC B

177、ank is deemed to be interested in the Promoter Warrants and Class B Shares held by CNCB AM TS.As of September 30,2024,CITIC Bank was directly owned as to 66.81%by CITIC Financial Holdings,a wholly-owned subsidiary of CITIC Corporation Limited;and CITIC Limited and its subsidiaries(including CITIC Co

178、rporation Limited and CITIC Financial Holdings)collectively held 68.45%of CITIC Banks total shares.CITIC Corporation Limited is wholly owned by CITIC Limited,a company listed on the Stock Exchange(stock code:0267),which is in turn owned as to 27.52%by CITIC Polaris Limited and as to 25.60%by CITIC G

179、lory Limited.Each of CITIC Polaris Limited and CITIC Glory Limited is wholly owned by CITIC Group Corporation Limited.(8)ZCL TechStar is wholly owned by Zero2IPO Capital,which is in turn wholly owned by Zero2IPO International Holdings Limited.Zero2IPO International Holdings Limited is wholly owned b

180、y Zero2IPO Investment Management Limited,which is a wholly-owned subsidiary of Zero2IPO Holdings,a company listed on the Stock Exchange(stock code:1945).As of December 31,2024,Mr.NI Zhengdong,through JQ Brothers Ltd.,a company wholly-owned by Mr.NI Zhengdong,held approximately 47.22%of the total iss

181、ued share capital of Zero2IPO Holdings.Each of Zero2IPO Capital,Zero2IPO International Holdings Limited,Zero2IPO Investment Management Limited,Zero2IPO Holdings,JQ Brothers Ltd.and Mr.Ni is deemed to be interested in the Promoter Warrants and Class B Shares held by ZCL TechStar.(9)Zero2IPO Acquisiti

182、on is wholly owned by Zero2IPO HK,which is a wholly-owned subsidiary of Zero2IPO Group,which is in turn controlled by and owned as to approximately 54.93%by Mr.NI Zhengdong.Each of Zero2IPO HK,Zero2IPO Group and Mr.Ni is deemed to be interested in the Promoter Warrants and Class B Shares held by Zer

183、o2IPO Acquisition.(10)Rivulet Valley is wholly owned by Mr.NI Zhengdong.Mr.Ni is deemed to be interested in the Promoter Warrants and Class B Shares held by Rivulet Valley.(11)INNO SPAC is wholly owned by Mr.LI Zhu.Mr.Li is deemed to be interested in the Promoter Warrants and Class B Shares held by

184、INNO SPAC.(12)Waterwood Acquisition is wholly owned by Mr.LAU Wai Kit.Mr.Lau is deemed to be interested in the Promoter Warrants and Class B Shares held by Waterwood Acquisition.Save as disclosed above and to the best knowledge of the Directors,as of December 31,2024,the Directors are not aware of a

185、ny other person(other than the Directors or chief executives of the Company)who had an interest and/or short position(as applicable)in the Shares or underlying Shares of the Company which would be required to be notified to the Company and the Stock Exchange under the provisions of Divisions 2 and 3

186、 of Part XV of the SFO or which would be required to be recorded in the register to be kept by the Company pursuant to Section 336 of the SFO.25TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Directors Rights to Acquire Shares or DebenturesSave as disclosed in the section headed“Terms of the Offe

187、ring”of the Listing Document,during the Reporting Period,the Company was not a party to any arrangement that would enable the Directors to acquire benefits by means of acquisition of the shares in,or debt securities including debentures of,the Company or any other body corporate.Purchase,Sale or Red

188、emption of the Companys Listed SecuritiesDuring the Reporting Period,the Company had not purchased,sold or redeemed any of its Listed Securities,including sale of treasury shares(as defined in the Listing Rules).As at the end of the Reporting Period,the Company did not hold any treasury shares(inclu

189、ding any treasury shares held or deposited in CCASS(as defined in the Listing Rules).Use of Proceeds from the OfferingProceeds from the OfferingThe Company received gross proceeds from the Offering of approximately HK$1,001.0 million.All of the gross proceeds from the Offering were held in the Escro

190、w Account domiciled in Hong Kong in the form of cash or cash equivalents in compliance with the Listing Rules and guidance letters published by the Stock Exchange.For the avoidance of doubt,the gross proceeds from the Offering held in the Escrow Account do not include the proceeds from the issuance

191、of the Class B Shares or the sale of the Promoter Warrants.The monies held in the Escrow Account(including any interest and other income earned on the funds held in the Escrow Account)are held on trust for the Company and the Class A Shareholders and must not be released to any person other than to:

192、(i)complete the De-SPAC Transaction;(ii)meet the redemption requests of Class A Shareholders in connection with a shareholder vote to(a)approve the De-SPAC Transaction,(b)modify the timing of our obligation to announce a De-SPAC Transaction within 24 months of the Listing Date or complete the De-SPA

193、C Transaction within 36 months of the Listing Date,or(c)approve our continuation following a material change in the Promoters or the Directors as provided for in the Listing Rules;(iii)return funds to Class A Shareholders upon the suspension of trading of the Class A Shares and the Listed Warrants;o

194、r(iv)return funds to Class A Shareholders upon the liquidation or winding up of the Company.Upon completion of the De-SPAC Transaction,the funds held in the Escrow Account will be released and used to pay(in order of priority),amounts due to Class A Shareholders who exercise their redemption rights,

195、all or a portion of the consideration payable to the De-SPAC Target or owners of the De-SPAC Target,any loans drawn under the Loan Facility,and other expenses associated with completing the De-SPAC Transaction.During the Reporting Period,the Company has not utilized any of the gross proceeds raised

196、from the Offering.There has been no change in the intended use of gross proceeds as previously disclosed in the Listing Document.26TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Proceeds from the Sale of the Promoter Warrants and the Issuance of the Class B SharesThe Company received gross proce

197、eds from the sale of the Promoter Warrants of approximately HK$40.0 million and proceeds from the issuance of the Class B Shares of HK$2,500.0.The gross proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares are held outside of the Escrow Account.During the period fro

198、m the Listing Date to December 31,2023,among the gross proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares,approximately HK$20.0 million were used to settle the underwriting commission in connection with the Offering,approximately HK$13.5 million were used to settl

199、e the Offering-related expenses,approximately HK$3.6 million were used to settle the incurred expenses(including legal,financial reporting,accounting and audit compliance,etc.)related to the mandatory compliance as a listed company,and approximately HK$0.1 million were used to fund the Companys work

200、ing capital requirements.As of January 1,2024,the unutilized proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares was approximately HK$2.8 million.During the Reporting Period,all the unutilized proceeds from the sale of the Promoter Warrants and the issuance of the

201、Class B Shares as of January 1,2024 were used to settle the incurred expenses(including legal,financial reporting,accounting and audit compliance,etc.)related to the mandatory compliance as a listed company.Legal Proceedings and ComplianceThe Company may from time to time be involved in contractual

202、or other disputes or legal proceedings arising out of the ordinary course of business or pursuant to governmental or regulatory enforcement actions.During the Reporting Period,the Company was not involved in any material non-compliance incidents that have led to fines,enforcement actions,or other pe

203、nalties that could,individually or in the aggregate,have a material adverse effect on the Companys business,financial condition or results of operations.27TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Final DividendAs disclosed in the Listing Document,the Company will not pay any cash dividend

204、prior to the completion of a De-SPAC Transaction.The Board has resolved not to recommend payment of any final dividend for the Reporting Period.Annual General MeetingThe AGM will be held on June 27,2025.A notice convening the AGM will be published on the website of the Stock Exchange(www.hkexnews.hk

205、)and the website of the Company ()in accordance with the requirements of the Listing Rules in due course.Closure of Register of MembersFor determining the entitlement of Shareholders to attend and vote at the AGM,the register of members of the Company will be closed from Tuesday,June 24,2025 to Frid

206、ay,June 27,2025,both days inclusive,during which period no transfer of Shares will be registered.In order to be eligible to attend and vote at the AGM,all share transfer documents accompanied by the corresponding share certificates must be lodged with the Companys branch share registrar and transfer

207、 office in Hong Kong,Tricor Investor Services Limited,at 17/F,Far East Finance Centre,16 Harcourt Road,Hong Kong for registration no later than 4:30 p.m.(Hong Kong time)on Monday,June 23,2025.Shareholders whose names appear on the register of members of the Company on Friday,June 27,2025 are entitle

208、d to attend and vote at the AGM.Pre-emptive RightsThere are no provisions for pre-emptive rights under the Articles of Association or the laws of the Cayman Islands which would oblige the Company to offer new shares on a pro-rata basis to the existing Shareholders.Tax Relief and ExemptionThe Directo

209、rs are not aware of any tax relief and exemption available to the Shareholders by reason of their holding of the Companys Listed Securities.If any of the Shareholders is unsure about the taxation implications of purchasing,holding,disposing of,dealing in,or the exercise of any rights in relation to

210、the Shares,he or she is advised to consult an expert.Indemnity of DirectorsUnder the Articles of Association,every Director or other officers of the Company acting in relation to any of the affairs of the Company shall be entitled to be indemnified against all actions,costs,charges,losses,damages an

211、d expenses which he may incur or sustain in or about the execution of his duties in his office.The Company has arranged appropriate insurance cover in respect of legal action against its Directors and officers.Sufficiency of Public FloatAccording to the information that is publicly available to the

212、Company and within the knowledge of the Directors,as of the date of this report,the Company has maintained the amount of public float as required under the Listing Rules.28TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024AuditorBDO Limited was appointed as the auditor during the Reporting Period.T

213、he financial statements of the Company for the Reporting Period have been audited by BDO Limited.There was no change of auditor of the Company since the Listing Date.BDO Limited shall retire at the AGM and,being eligible,will offer itself for re-appointment.A resolution for the re-appointment of BDO

214、 Limited as the auditors of the Company will be proposed at the AGM.DonationDuring the Reporting Period,the Company made no charitable donations.Corporate GovernanceThe Company is committed to maintaining high standards of corporate governance practices.Detailed information on the corporate governan

215、ce practices adopted by the Company is set out in the section headed“Corporate Governance Report”of this annual report.Events After the Reporting PeriodOn February 12,2025,the Successor Company has submitted a new listing application to the Stock Exchange for the listing of,and permission to deal in

216、,the Successor Company Shares and Successor Company Listed Warrants.For further details,please refer to the announcement of the Company dated February 12,2025 in relation to the filing of new listing application to the Stock Exchange by the Successor Company.As of the date of this report,save for th

217、e aforementioned,there has been no significant event since the end of the Reporting Period that is required to be disclosed by the Company.AppreciationOn behalf of the Board,I would like to express our sincere gratitude to the stakeholders of the Company for their continuous support,and management t

218、eam for their diligence,dedication and integrity.By order of the Board of DirectorsTechStar Acquisition CorporationMr.NI ZhengdongChairmanHong KongMarch 21,202529TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024CORPORATE GOVERNANCE REPORTThe Board is pleased to present the corporate governance rep

219、ort of the Company for the Reporting Period.Corporate Governance PracticesThe Company is committed to maintaining high standards of corporate governance to safeguard the interests of Shareholders and to enhance corporate value and accountability.The Company has adopted the code provisions of the CG

220、Code as set out in Appendix C1 to the Listing Rules as its own code of corporate governance.Save as disclosed in this corporate governance report,the Company has complied with all the applicable code provisions of the CG Code during the Reporting Period.Cultures and ValuesA healthy corporate culture

221、 across the Company is integral to attain its vision and strategy.It is the Boards role to foster a corporate culture and to ensure that the Companys vision and business strategies are aligned to it.The Company strives to maintain high standards of business ethics and corporate governance across all

222、 its activities and operations.The Directors and management of the Company are all required to act lawfully,ethically and responsibly.The Company will continuously review and adjust,if necessary,its business strategies and keep track of the changing market conditions to ensure prompt and proactive m

223、easures will be taken to respond to the changes and meet the market needs to achieve business objectives,while having due considerations from environment,social and governance aspects.The BoardResponsibilitiesThe Board is responsible for the overall leadership of the Company,oversees the Companys st

224、rategic decisions and monitors business and performance.The Board has delegated the authority and responsibility for day-to-day management and operation of the Company to the senior management of the Company.To oversee particular aspects of the Companys affairs,the Board has established three Board

225、committees including the Audit Committee,the Nomination Committee and the Remuneration Committee.The Board has delegated to these Board committees responsibilities as set out in their respective terms of reference.All Directors shall ensure that they carry out their duties in good faith,in complianc

226、e with applicable laws and regulations,and in the interests of the Company and its Shareholders at all times.The Company has arranged appropriate insurance coverage in respect of liability arising from legal action against the Directors,and will conduct annual review on such insurance coverage.30TEC

227、HSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Board CompositionThe current composition of the Board is as follows:Executive DirectorsMr.NI Zhengdong(Chairman and co-chief executive officer)Mr.LUO Xuan(Co-chief executive officer)Mr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive DirectorMr.LAU Wai K

228、itIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengThe biographies of the Directors are set out under the section headed“Directors and Senior Management”of this annual report.During the Reporting Period,the Board has met the requirements of Rules 3.10(1)and 3.10(2)of the List

229、ing Rules relating to the appointment of at least three independent non-executive Directors with at least one possessing appropriate professional qualifications or accounting or related financial management expertise.The Company has also complied with Rule 3.10A of the Listing Rules,which relates to

230、 the appointment of independent non-executive Directors representing one-third of the Board.Each of the independent non-executive Directors has confirmed his/her independence as set out in Rules 3.13 of the Listing Rules,and the Company considers each of them to be independent.Save as disclosed in t

231、he biographies of the Directors as set out in the section headed“Directors and Senior Management”of this annual report,none of the Directors has any personal relationship(including financial,business,family or other material/relevant relationship)with any other Directors or chief executives.Board Di

232、versity PolicyThe Company believes that the diversity of Board members will be immensely beneficial for the enhancement of the Companys performance.Therefore,the Company has adopted a board diversity policy(the“Board Diversity Policy”)to ensure that the Company will,when determining the composition

233、of the Board,consider Board diversity in terms of,among other things,gender,skills,age,professional experience,knowledge,culture,education background and length of service.All Board appointments will be based on merits,and candidates will be considered against objective criteria,having due regard fo

234、r the benefits of diversity of the Board.31TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024As of December 31,2024,the diversity profile of the Board is analyzed as follows:The Directors have a balanced mix of experiences,including overall management,business development,legal,and finance experien

235、ces.The Board has also maintained a gender balance with one female Director and eight male Directors.Furthermore,the age of the Directors ranges from 40 years old to 62 years old.The education background of the Directors includes engineering,computer science,economics,taxation,geography and business

236、 administration to law,with degrees awarded by education institutions in the PRC,Hong Kong and the United States.At present,the Nomination Committee considered that the Board is sufficiently diverse.To ensure there is gender diversity on the Board,the Board has set a target that there must be at lea

237、st one Director of different gender on the Board at all times.The Nomination Committee will review the Board Diversity Policy and evaluate the implementation of the Board Diversity Policy from time to time to ensure its continued effectiveness.Gender DiversityThe Company has been committed to the ge

238、nder diversity of all employees(including senior management),and strives to achieve gender equality among the employees.The Board has maintained a gender balance with one female Director and eight male Directors.As the Company is a special purpose acquisition company with no operations other than in

239、 connection with the selection,structuring and completion of the De-SPAC Transaction,the Company had no full-time employees except senior management of the Company,of which no senior management members were female as of December 31,2024.The Company will continue to take steps to promote gender diver

240、sity at all levels of the Company,including but not limited to the Board and the senior management levels.Board IndependenceThe Company recognizes that independence of the Board is a key element of good corporate governance.The Company has established effective mechanisms,including but not limited t

241、o entitling the Board and the Board committees to seek independent professional advice on matters relating to the Company where appropriate at the Companys expense,to ensure independent views and input are available to the Board.The Company has also established channels through formal and informal m

242、eans whereby the independent non-executive Directors can express their views.The Board has reviewed the implementation of the mechanisms in relation to the Board independence and considered it to be effective during the Reporting Period.The Board will continue to review the implementation and effect

243、iveness of such mechanism on an annual basis.Induction and Continuous Professional DevelopmentAll newly appointed Directors would be provided with necessary induction and information to ensure that they have a proper understanding of the Companys operations and businesses as well as their responsibi

244、lities under relevant statutes,laws,rules and regulations.32TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024In accordance with code provision C.1.4 of the CG Code with regards to continuous professional development,Directors should participate in appropriate continuous professional development to

245、 develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant.Internally facilitated briefings for the Directors will be arranged and reading material on relevant topics will be provided to the Directors where appropriate.The Company als

246、o arranges regular trainings to provide the Directors with updates on latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time.The Directors are also provided with regular updates on the Companys performance,position and prospects to

247、enable the Board as a whole and each Director to discharge their duties.The Company encourages continuous professional development training for all the Directors to develop and refresh their knowledge and skills.During the Reporting Period,the Directors read relevant news alerts,newspapers,journals,

248、magazines and relevant publications,covering a wide range of relevant topics including Directors duties and responsibilities,corporate governance and update of Listing Rules requirements.The training records of the Directors during the Reporting Period are summarized as follows:DirectorsTrainingExec

249、utive DirectorsMr.NI ZhengdongMr.LUO XuanMr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI Weifeng33TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Chairman and Chief Executive OfficerPursuant to code provisio

250、n C.2.1 of the CG Code,companies listed on the Stock Exchange are expected to comply with,but may choose to deviate from the requirement that the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual.Mr.NI Zhengd

251、ong currently serves as the chairman of the Board and co-chief executive officer of the Company.The Board considers that,in view of his experience,personal profile and roles in the Promoters,Mr.NI Zhengdong is instrumental to the Companys business direction and identification of strategic opportunit

252、ies and focus.The Board also believes that the combined role of chairman and co-chief executive officer can promote the effective execution of strategic initiatives and facilitate the flow of information between management and the Board.The balance of power and authority is not impaired due to this

253、arrangement.In addition,Mr.LUO Xuan was also appointed as the co-chief executive officer of the Company who is responsible for the formulation of the business direction and management of the Company,and all major decisions are made in consultation with members of the Board,including the relevant Boa

254、rd committees and three independent non-executive Directors.In light of the above,the Board considers that the deviation from code provision C.2.1 of the CG Code is appropriate in the circumstances of the Company.Appointment and Re-Election of DirectorsOn December 8,2022,each of the executive Direct

255、ors(excluding Mr.LUO Xuan)entered into a service contract with the Company,and each of the non-executive Director and independent non-executive Directors entered into letters of appointment with the Company.On December 12,2024,Mr.LUO Xuan entered into a service contract with the Company.The service

256、contracts with each of the executive Directors are for an initial fixed term of three years commencing from the date of such service contract.The letters of appointment with each of the non-executive Director and independent non-executive Directors are for an initial fixed term of three years commen

257、cing from the date of such letter of appointment.The service contracts and the letters of appointment are subject to termination in accordance with their respective terms or by either party giving to the other not less than three-month prior written notice.The appointment of the Directors is subject

258、 to the provisions of retirement and rotation of Directors under the Articles.The Board shall have power at any time and from time to time to appoint any person to be a Director,either to fill a casual vacancy or as an addition to the existing Directors.Any Director so appointed shall hold office on

259、ly until first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting,but shall not be taken into account in determining the number of Directors and which Directors are to retire by rotation at such meeting.At every annual general meeti

260、ng of the Company one-third of the Directors for the time being,or,if their number is not three or a multiple of three,then the number nearest to,but not less than,one-third,shall retire from office by rotation,provided that every Director(including those appointed for a specific term)shall be subje

261、ct to retirement by rotation at least once every three years.A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat.The Company at any annual general meeting at which any Directors retire may fill the vacated office by

262、 electing a like number of persons to be Directors.34TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024The procedures and process of appointment,re-election and removal of Directors are set out in the Articles of Association.The Board has delegated certain of its responsibilities and authority for

263、selection and nomination of Directors to the Nomination Committee.The Nomination Committee is responsible for reviewing the Boards composition,and for making recommendations to the Board on the appointment,re-election and succession planning of Directors,and the Board will determine the relevant mat

264、ters after taking into account of the recommendations.Nomination PolicyThe Company has adopted a director nomination policy which is contained in the terms of reference of the Nomination Committee that sets out the selection criteria and process in relation to nomination of Directors and aims to ens

265、ure that the Board has a balance of skills,experience and diversity of perspectives appropriate to the Company and the continuity of the Board and appropriate leadership at Board level.The director nomination policy sets out the factors for assessing the suitability and the potential contribution to

266、 the Board of a proposed candidate,including but not limited to gender,age,cultural and educational background,professional experience or diversity needed in the future,and,in the light of this evaluation,prepare a description of the role and capabilities required for a particular appointment.In ide

267、ntifying suitable candidates,the Nomination Committee shall:(i)use open advertising or the services of external advisors to facilitate the search;(ii)consider candidates from a wide range of backgrounds;and(iii)consider candidates on merit and against objective criteria,taking care that appointees h

268、ave enough time available to devote to the position.During the Reporting Period,the retired and re-elected Directors and the new Director nominated by the Nomination Committee and recommended by the Board were subject to a stringent nomination process in accordance with the director nomination polic

269、y and the Board Diversity Policy,to ensure the Board possesses the necessary skills,experience and knowledge in alignment with the Companys strategy.The Nomination Committee will review the director nomination policy,as appropriate,to ensure its effectiveness.Nomination ProceduresSubject to the Arti

270、cles of Association,the following nomination procedures should be followed:(1)the Nomination Committee shall review the structure,size,composition(including the skills,knowledge and experience)and diversity(including but not limited to gender,age,cultural and educational background,ethnicity,profess

271、ional experience,required expertise,skills,knowledge and length of service)of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Companys corporate strategy;(2)the Nomination Committee shall make recommendations to the Board on the appointme

272、nt or re-appointment of Directors and succession plans for Directors,in particular the chairman and the chief executive officer.The Nomination Committee shall make recommendations on appointment of Directors with due regard to the diversity policy of the Company and in accordance with the challenges

273、 and opportunities faced by the Company;35TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024(3)the Nomination Committee shall identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorship.In

274、 identifying suitable candidates,the Nomination Committee shall consider candidates on merit and against the objective criteria,with due regard for the benefits of diversity on the Board;(4)the Nomination Committee shall before making any appointment recommendations to the Board,evaluate the balance

275、 of Directors based on(including but not limited to)gender,age,cultural and educational background,professional experience or diversity needed in the future,and,in the light of this evaluation,prepare a description of the role and capabilities required for a particular appointment;(5)the Board shall

276、 deliberate and decide on the appointment based on the recommendation of the Nomination Committee;(6)appointments of Directors should be confirmed by a letter of appointment or Director service agreement,as appropriate,setting out the key terms and conditions of the appointment of Directors;(7)pursu

277、ant to Rule 13.74 of the Listing Rules,where shareholders are required to vote on electing or re-electing Directors,the circular accompanying the notice of the relevant general meeting should include all information of the candidates required under Rule 13.51(2)of the Listing Rules;(8)a shareholder

278、shall be entitled to serve a notice to the company secretary within the lodgment period of its intention to propose a resolution to elect a person as a Director,without recommendation of the Board or nomination of the Nomination Committee,other than those candidates set out in the shareholder circul

279、ar.The particulars of the candidates proposed shall be sent to all shareholders for information by a supplementary circular;(9)a candidate shall be entitled to withdraw his/her candidature at any time before the general meeting by serving a notice,in writing,to the company secretary;and(10)the Board

280、 shall have the final decision on matters relating to its recommendation of candidates to stand for election at any general meeting.Board MeetingsThe Company adopts the practice of holding Board meetings regularly,at least four times a year,and at approximately quarterly intervals.Notices of no less

281、 than fourteen days are given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting.For other Board meetings and Board committee meetings,reasonable notice is generally given by the Company.The agenda and accompa

282、nying Board papers are dispatched at least three days before the Board meetings or Board committee meetings to ensure that the Directors have sufficient time to review the papers and be adequately prepared for the meetings.When Directors or the Board committee members are unable to attend a meeting,

283、they will be advised of the matters to be discussed and given an opportunity to make their views known to the chairman prior to the meeting.Minutes of meetings shall be kept by the company secretary with copies circulated to all Directors for information and records.36TECHSTAR ACQUISITION CORPORATIO

284、N ANNUAL REPORT 2024Minutes of the Board meetings and Board committee meetings are recorded in sufficient detail on the matters considered by the Board and the Board committees and the decisions reached,including any concerns raised by the Directors.Draft minutes of each Board meeting and Board comm

285、ittee meeting are/will be sent to the Directors for comments within a reasonable time after the date on which the meeting is held.The minutes of the Board meetings are open for inspection by all Directors.During the Reporting Period,four Board meetings and one general meeting of the Company were hel

286、d.The attendance of the individual Directors at these meetings is set out in the table below:Attended/Eligibleto attendName of DirectorBoard MeetingsGeneral MeetingMr.NI Zhengdong4/41/1Mr.YE Qing(1)3/31/1Mr.LUO Xuan(2)1/10/0Mr.LI Zhu4/41/1Mr.CHEN Yaochao4/41/1Ms.JIANG Jun4/41/1Mr.LAU Wai Kit4/41/1Mr

287、.ZHANG Min4/41/1Mr.XUE Linnan4/41/1Dr.LI Weifeng4/41/1(1)Mr.YE Qing resigned as an executive Director with effect from December 12,2024.(2)Mr.LUO Xuan was appointed as an executive Director with effect from December 12,2024.Compliance with the Model CodeThe Company has adopted the Model Code as set

288、out in Appendix C3 of the Listing Rules as the code of conduct regarding securities transactions by the Directors.Further,pursuant to the Listing Rules,the Company and the Promoters and their respective directors and employees,and each of their close associates,are prohibited from dealing in any of

289、the Listed Securities of the Company(including the Class A Shares and Listed Warrants)prior to the completion of a De-SPAC Transaction.Having made specific enquiries of all Directors,each of the Directors has confirmed that he or she has complied with the requirements as set out in the Model Code du

290、ring the Reporting Period.37TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024Delegation by the BoardThe Board reserves for its decision on all major matters of the Company,including:approval and monitoring of all policy matters,overall strategies and budgets,internal control and risk management sy

291、stems,material transactions(in particular those that may involve conflict of interests),financial information,appointment of Directors and other significant financial and operational matters.Directors could have recourse to seek independent professional advice in performing their duties at the Compa

292、nys expense.The daily management,administration and operation of the Company are delegated to the senior management of the Company.The delegated functions and responsibilities are periodically reviewed by the Board.Approval has to be obtained from the Board prior to any significant transactions ente

293、red into by the management.Corporate Governance FunctionsThe Board is responsible for performing the functions set out in code provision A.2.1 of the CG Code.The Board confirmed that corporate governance should be the collective responsibility of the Directors,which includes:(a)to review and monitor

294、 the Companys policies and practices in compliance with legal and regulatory requirements;(b)to review and monitor the training and continuous professional development of the Directors and senior management;(c)to develop,review and monitor the codes of conduct and compliance manuals applicable to em

295、ployees and the Directors;(d)to develop and review the Companys corporate governance policies and practices,make recommendations and report on related issues to the Board;and(e)to review the Companys compliance with the CG Code and disclosure in the Corporate Governance Report.Board CommitteesThe Co

296、mpany has established three committees under the Board pursuant to the corporate governance practice requirements under the Listing Rules,including the Audit Committee,the Remuneration Committee and the Nomination Committee.Audit CommitteeThe Audit Committee comprises three independent non-executive

297、 Directors,namely Mr.XUE Linnan,Mr.ZHANG Min and Dr.LI Weifeng,with Mr.XUE Linnan being the chairman of the Audit Committee.The primary duties of the Audit Committee are to assist the Board in discharging its statutory duties and responsibilities relating to accounting and reporting practices of the

298、 Company,review and supervise the financial reporting process and review the financial information of the Company,consider issues relating to the external auditors and their appointment,and review the internal control and risk management systems of the Company.38TECHSTAR ACQUISITION CORPORATION ANNU

299、AL REPORT 2024The terms of reference of the Audit Committee are available on the websites of the Stock Exchange and the Company.The Audit Committee has reviewed together with the management the accounting principles and policies adopted by the Company and the financial statements of the Company for

300、the Reporting Period.The Audit Committee considered that the annual results of the Company are in compliance with the applicable accounting standards,laws and regulations,and the Company has made appropriate disclosures thereof.During the Reporting Period,the Audit Committee held two meetings to dis

301、cuss and consider the following:(i)reviewing the annual financial statements,annual results announcement and annual report of the Group for the year ended December 31,2023,and the interim financial statements,interim results announcement and interim report of the Group for the six months ended June

302、30,2024;(ii)recommending to the Board on the appointment of the auditor of the Company for the fiscal year ended December 31,2024 and reviewing the report on the 2024 audit plan;and(iii)reviewing the Companys financial reporting process,risk management,internal control system and internal audit func

303、tion,etc.During the Reporting Period,the attendance record of the Audit Committee members at the meeting is set out in the table below.Name of committee memberAttended/Eligible to attendMr.XUE Linnan2/2Mr.ZHANG Min2/2Dr.LI Weifeng2/2Nomination CommitteeThe Nomination Committee comprises an executive

304、 Director,namely Mr.NI Zhengdong,and two independent non-executive Directors,namely Dr.LI Weifeng and Mr.ZHANG Min,with Mr.NI Zhengdong being the chairman of the Nomination Committee.The primary duties of the Nomination Committee are to review structure,size and composition of the Board,review the p

305、olicy of diversity of Board members,identify individuals who are qualified to become members of the Board and make recommendations to the Board on the selection of individuals nominated for directorship,assess the independence of the independent directors and make recommendations to the Board on the

306、 appointment and re-appointment of Directors and succession planning for Directors.In recommending candidates for appointment to the Board,the Nomination Committee will consider candidates on merit against objective criteria in accordance with the director nomination policy adopted by the Company an

307、d with due regards to the benefits of diversity on the Board in accordance with the Board Diversity Policy adopted by the Company.Diversity of the Board will be considered from a number of perspectives,including but not limited to gender,age,cultural and educational background,ethnicity,geographical

308、 location,professional experience,skills,knowledge,length of service,regulatory requirements and the legitimate interests of the Companys shareholders.The recommendations of the Nomination Committee will then be put to the Board for decision.39TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024The t

309、erms of reference of the Nomination Committee are available on the websites of the Stock Exchange and the Company.During the Reporting Period,the Nomination Committee held two meetings to discuss and consider the following:(i)the Directors nomination policy and the structure,number and composition(i

310、ncluding the skills,knowledge,experience and diversity)of the Board;(ii)Board Diversity Policy;(iii)the independence of independent non-executive Directors;and(iv)the retiring and reelection of Directors,etc.During the Reporting Period,the attendance record of the Nomination Committee members at the

311、 meeting is set out in the table below.Name of committee memberAttended/Eligible to attendMr.NI Zhengdong2/2Dr.LI Weifeng2/2Mr.ZHANG Min2/2Remuneration CommitteeThe Remuneration Committee comprises an executive Director,namely Mr.LI Zhu and two independent non-executive Directors,namely Dr.LI Weifen

312、g and Mr.ZHANG Min,with Dr.LI Weifeng being the chairman of the Remuneration Committee.The primary duties of the Remuneration Committee are to make recommendations to the Board on the Companys policy and structure for all remuneration of Directors and senior management and on the establishment of a

313、formal and transparent procedure for developing remuneration policy,review and approve the managements remuneration proposals,and make recommendations to the Board on the remuneration packages of individual executive Directors and senior management and the remuneration of non-executive Directors.The

314、 terms of reference of the Remuneration Committee are available on the websites of the Stock Exchange and the Company.During the Reporting Period,the Remuneration Committee held two meetings to discuss and consider the following:(i)reviewing and making recommendation to the Board on the remuneration

315、 policy and the remuneration packages of the Directors and senior management,and(ii)reviewing and approving the remuneration structure adjustment of the management and executive Directors.40TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024During the Reporting Period,the attendance record of the Re

316、muneration Committee members at the meetings is set out in the table below.Name of committee memberAttended/Eligible to attendMr.LI Zhu2/2Dr.LI Weifeng2/2Mr.ZHANG Min2/2Remuneration of Directors and Senior ManagementThe remuneration of the Directors of the Company during the Reporting Period is set

317、out in Note 8 to the financial statements included in this annual report.All of the senior management of the Company,whose biographies are set out in the section headed“Directors and Senior Management”of this annual report,are executive Directors.The executive Directors and non-executive Director ar

318、e not entitled to any remuneration from the Company.The independent non-executive Directors are entitled to the directors fee from the Company.Directors Responsibilities for Financial ReportingThe Directors acknowledge their responsibilities for the preparation of the financial statements for the Re

319、porting Period,which gives a true and fair view of the state of affairs of the Company and of the Companys results and cash flows.The Directors are not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Companys ability to continue as a goi

320、ng concern.The statement by the auditor regarding their reporting responsibilities on the financial statements of the Company is set out in the Independent Auditors Report included in this annual report.DividendsThe Company does not have a specific dividend policy or a predetermined dividend payout

321、ratio,and does not intend to pay any dividends prior to the completion of a De-SPAC Transaction.The decision to pay dividends in the future will be made at the discretion of the Board at such time and will be based on the profits,cash flows,financial condition,capital requirements and other conditio

322、ns that the Board deems relevant of the Successor Company subsequent to the completion of a De-SPAC Transaction.Further,if the Company incurs any indebtedness,its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.41TECHSTAR ACQUISITION CORPO

323、RATION ANNUAL REPORT 2024Risk Management and Internal ControlThe Board acknowledges its responsibility to ensure a sound and effective risk management and internal control systems,maintaining timely and effective communication in terms of the progress and achievements of relevant works.Under this fr

324、amework,the management is primarily responsible for the design,implementation,and maintenance of internal controls,while the Board and the Audit Committee oversee the actions of the management and monitor the effectiveness of the controls that have been put in place.The risk management and internal

325、control systems are designed to safeguard assets against unauthorized use or disposition;to ensure maintenance of proper accounting records for the provision of reliable financial information for internal use or for publication;and to ensure compliance with the Listing Rules,the relevant legislation

326、s and regulations.Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance that there will be no material misrepresentation or losses.The Board is responsible for evaluating the nature and

327、extent of the risks the Company is willing to take in achieving strategic objectives and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems as well as overseeing management of the Company in the design,implementation and monitor

328、ing of the risk management and internal control systems.The Board periodically receives(at least once a year)reports from the Audit Committee regarding financial,operational and compliance controls,as well as the establishment,review and assessment of the internal control and risk management functio

329、ns of the Company.All significant risks are reported to the Board.The Board will also evaluate the corresponding risks and the response plan.The Audit Committee is authorized by the Board to be in charge with the organization and implementation of the risk management and internal control systems of

330、the Company and be responsible for establishing the risk management and internal control systems,standardizing the organization,authorization,responsibilities,procedures and methods of the risk management and internal control systems and also responsible for ongoing monitoring of the risk management

331、 and internal control systems of the Company,and makes periodic reports to the Board regarding the status of the risk management and internal control systems of the Company.The Company has developed system of internal control and risk management for reviewing and maintaining an adequate internal con

332、trol system to safeguard the interests of the Shareholders and the assets of the Company.The Company has established an information disclosure policy and regularly reminded the directors and employees of due compliance with all policies regarding inside information.To ensure adequate attention to wh

333、istleblowing,the Company has established a reporting mechanism to handle and discuss internal whistleblowing of financial,operational,internal control and fraud issues,where major internal control deficiencies or whistle-blowing issues will be submitted to the Audit Committee.42TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2024For the Reporting Period,the Audit Committee and the Board had perform