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1、ContentsDefinitions 2Corporate Information6Management Discussion and Analysis 8Directors and Senior Management14Report of Directors19Corporate Governance Report30Environmental,Social and Governance Report44Independent Auditors Report54Statement of Profit or Loss and Other Comprehensive Income59State
2、ment of Financial Position60Statement of Changes in Equity61Cash Flow Statement62Notes to the Financial Statements64Two-Year Financial Summary922Interra Acquisition CorporationAnnual Report 2023DEFINITIONSIn this annual report,unless the context otherwise requires,the following terms have the follow
3、ing meanings:“ABC”Agricultural Bank of China Limited“ABCI”ABC International Holdings Limited“ABCI AM”ABCI Asset Management Limited,a company incorporated in Hong Kong on January 3,2011,a corporation licenced to conduct Type 4(advising on securities)and Type 9(asset management)regulated activities as
4、 defined under the SFO and a Promoter of the Company“ABCI AM Acquisition”ABCI AM Acquisition Limited,a company incorporated in the British Virgin Islands on July 25,2017,a wholly owned subsidiary of ABCI AM“AGM”the annual general meeting of the Company to be held on Friday,June 21,2024 or any adjour
5、nment thereof“Articles of Association”the articles of association of the Company,as amended from time to time“Audit Committee”the audit committee of the Board“Board”the board of directors of the Company“CG Code”the Corporate Governance Code as set out in Appendix C1(formerly known as Appendix 14)to
6、the Listing Rules“Chairman”the chairman of the Board“Chief Executive Officer”chief executive officer of the Company“Chief Financial Officer”chief financial officer of the Company“China”or“PRC”the Peoples Republic of China excluding,for the purpose of this annual report,Hong Kong,the Macau Special Ad
7、ministrative Region of the PRC and Taiwan“Class A Share(s)”Class A ordinary share(s)in the share capital of the Company with a par value of HK$0.0001 each and,after the De-SPAC Transaction,the Class A ordinary shares of the Successor Company or such other ordinary shares of the Successor Company tha
8、t the Class A Shares of the Company convert into or are exchanged for3Interra Acquisition CorporationAnnual Report 2023Definitions(Continued)“Class B Share(s)”Class B ordinary share(s)in the share capital of the Company with a par value of HK$0.0001 each“Company”Interra Acquisition Corporation,an ex
9、empted company incorporated under the laws of the Cayman Islands with limited liability on January 11,2022“De-SPAC Target”the target of a De-SPAC Transaction“De-SPAC Transaction”an acquisition of,or a business combination with,a De-SPAC Target by the Company that results in the listing of a Successo
10、r Company“Director(s)”the director(s)of the Company“Escrow Account”the ring-fenced escrow account located in Hong Kong with the Escrow Agent acting as the escrow agent of such account“Escrow Agent”BOCI-Prudential Trustee Limited acting as the escrow agent of the Escrow Account“HK$”Hong Kong dollars,
11、the lawful currency of Hong Kong“Hong Kong”or“HKSAR”the Hong Kong Special Administrative Region of the PRC“Hong Kong Share Registrar”Tricor Investor Services Limited“Listed Warrant(s)”the warrant(s)issued to Professional Investors of the Class A Shares“Listing”the listing of the Class A Shares and t
12、he Listed Warrants on the Main Board of the Stock Exchange“Listing Date”September 16,2022,the date on which the Class A Shares and the Listed Warrants were listed and dealings in the Class A Shares and the Listed Warrants first commenced on the Main Board of the Stock Exchange“Listing Document”the l
13、isting document of the Company dated September 9,2022“Listing Rules”the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,as amended or supplemented from time to time4Interra Acquisition CorporationAnnual Report 2023Definitions(Continued)“Loan Facility”the HK$20.0
14、million unsecured loan facility in relation to the loan agreement dated September 7,2022 entered into by the Company,Primavera LLC and ABCI AM Acquisition“Model Code”the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3(formerly known as Appendix 10)to t
15、he Listing Rules“Nomination Committee”the nomination committee of the Board“Offer Securities”the Class A Shares and the Listed Warrants offered pursuant to the Offering“Offering”the offer of the Offer Securities by the Company to Professional Investors as described in the Listing Document“Primavera
16、LLC”Primavera Capital Acquisition(Asia)LLC,a limited liability company incorporated in the Cayman Islands on December 29,2021,which is wholly owned by Primavera US LLC“Primavera US LLC”Primavera Capital Acquisition LLC,a limited liability company incorporated in the Cayman Islands on August 3,2020 a
17、nd a Promoter of the Company“Professional Investors”has the meaning given to it in section 1 of Part 1 of Schedule 1 to the SFO“Promoter Warrant(s)”the warrant(s)issued to Primavera LLC and ABCI AM Acquisition at the issue price of HK$1.00 per Promoter Warrant simultaneously with the closing of the
18、Offering“Promoters”Primavera US LLC and ABCI AM“Remuneration Committee”the remuneration committee of the Board“Reporting Period”the year ended December 31,2023“SFC”the Securities and Futures Commission of Hong Kong“SFO”the Securities and Futures Ordinance,Chapter 571 of the Laws of Hong Kong,as amen
19、ded,supplemented or otherwise modified from time to time“Shareholder(s)”holder(s)of the Share(s)5Interra Acquisition CorporationAnnual Report 2023Definitions(Continued)“Shares”Class A Shares and Class B Shares“SPAC”special purpose acquisition company“Stock Exchange”The Stock Exchange of Hong Kong Li
20、mited“Successor Company”the listed issuer resulting from the completion of a De-SPAC Transaction“United States”the United States of America,its territories,its possessions and all areas subject to its jurisdiction“US$”United States dollars,the lawful currency of the United States“%”per cent6Interra
21、Acquisition CorporationAnnual Report 2023CORPORATE INFORMATIONBoard of DirectorsExecutive DirectorsMr.CHEN Tong(陳桐)(Co-Chairman and Co-Chief Executive Officer)Mr.YANG Xiuke(楊秀科)(Co-Chairman and Co-Chief Executive Officer)Ms.MING Liang(明亮)Mr.GE Chengyuan(葛程遠)Independent Non-executive DirectorsMs.CHAN
22、 Ching Chu(alias Rebecca Chan)(陳清珠)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)Audit CommitteeMs.CHAN Ching Chu(alias Rebecca Chan)(陳清珠)(Chairlady)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)Remuneration CommitteeMs.CHAN Jeanette Kim Yum(陳劍音)(Chairlady)Ms.CHAN Ching Chu(alias Rebecca Chan)(陳清珠
23、)Mr.PU Yonghao(浦永灝)Nomination CommitteeMr.CHEN Tong(陳桐)(Co-chairman)Mr.YANG Xiuke(楊秀科)(Co-chairman)Ms.CHAN Jeanette Kim Yum(陳劍音)Ms.CHAN Ching Chu(alias Rebecca Chan)(陳清珠)Mr.PU Yonghao(浦永灝)PromotersPrimavera Capital Acquisition LLCABCI Asset Management LimitedCompany SecretaryMr.LEE Leong Yin(李亮賢)(AC
24、G,HKACG)Authorized RepresentativesMr.YANG Xiuke(楊秀科)Mr.LEE Leong Yin(李亮賢)AuditorKPMGCertified Public Accountants and Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance8th Floor,Princes Building10 Chater RoadCentralHong KongPrincipal
25、BankBank of China(Hong Kong)LimitedBank of China Tower1 Garden RoadHong KongLegal AdvisorDavis Polk&Wardwell10/F,The Hong Kong Club Building3A Chater RoadHong KongCompliance AdvisorSomerley Capital Limited20th Floor,China Building29 Queens Road CentralHong KongRegistered OfficeWalkers Corporate Limi
26、ted190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman Islands7Interra Acquisition CorporationAnnual Report 2023Corporate Information(Continued)Principal Place of Business in Hong Kong5/F,Manulife Place348 Kwun Tong RoadKowloon,Hong KongPrincipal Share Registrar and Transfer OfficeWalkers Corpora
27、te Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsHong Kong Share RegistrarTricor Investor Services Limited17/FFar East Finance Centre16 Harcourt RoadHong KongEscrow Agent of the Escrow AccountBOCI-Prudential Trustee LimitedSuites 15011507,15131516,15/F1111 Kings RoadTaikoo Shi
28、ngHong KongWStock Code7801Warrant Code48018Interra Acquisition CorporationAnnual Report 2023MANAGEMENT DISCUSSION AND ANALYSISOVERVIEWThe Company is a SPAC formed for the purpose of effecting the De-SPAC Transaction.In identifying the De-SPAC Target,the Company intends to invest in high-growth compa
29、nies focused on Greater China in the sectors of innovative technology,consumer and new retail,advanced manufacturing,healthcare and climate action.The Company completed the Offering on the Listing Date.The Offering comprised 100,100,000 Class A Shares at an offer price of HK$10.00 per Class A Share
30、and 40,040,000 Listed Warrants.Simultaneously with the Offering,the Promoters subscribed for 35,600,000 Promoter Warrants at a price of HK$1.00 per Promoter Warrant.The Promoter Warrants are not listed on the Stock Exchange.The Company received gross proceeds of HK$1,001.0 million from the Offering,
31、which was deposited in the Escrow Account and held in the form of restricted bank balances.During the Reporting Period,the Company had not selected any specific De-SPAC Target,or entered into any binding agreement with respect to a potential De-SPAC Transaction.Prior to the completion of the De-SPAC
32、 Transaction,the Company will not engage in any operations other than in connection with the selection,structuring and completion of the De-SPAC Transaction.BUSINESS REVIEWDuring the Reporting Period,the Company did not engage in any operations and did not generate any revenue.The Companys only acti
33、vities during the Reporting Period were organisational activities related to its incorporation,the Offering,and since the closing of the Offering,the search for a prospective De-SPAC Target.As of the date of this annual report,there have been no material events affecting the Company or its listed se
34、curities since December 31,2023.9Interra Acquisition CorporationAnnual Report 2023Management Discussion and Analysis(Continued)FINANCIAL REVIEWInterest revenueThe Company did not generate any revenue during the Reporting Period.The Company recognized an interest revenue of approximately HK$44.7 mill
35、ion during the Reporting Period(for the period from January 11,2022 to December 31,2022:HK$2.6 million),which primarily consisted of interest revenue on the gross proceeds of the Offering held in the Escrow Account.Equity-settled share-based payment expensesDuring the Reporting Period,the Company in
36、curred equity-settled share-based payment expenses of approximately HK$52.8 million(for the period from January 11,2022 to December 31,2022:HK$89.0 million)as a result of the Class B Shares which contain a conversion feature(the“Conversion Right”)and the Promoter Warrants.The Company accounted for t
37、he Conversion Right in the Class B Shares and the Promoter Warrants granted on the Listing Date as equity-settled share-based payment,with the completion of the De-SPAC Transaction as the vesting condition for accounting purposes.The total estimated fair value of the equity-settled share-based payme
38、nt is spread over the vesting period,taking into account the probability that the related awards would vest.Other operating expensesDuring the Reporting Period,the other operating expenses of the Company increased to approximately HK$4.2 million from approximately HK$2.3 million for the period from
39、January 11,2022 to December 31,2022 as a result of an increase in independent non-executive Directors emoluments,insurance expenses,and legal and professional fees incurred by the Company for the services of legal advisers and compliance advisers,valuation services,accounting services and printer se
40、rvices.Loss from operationsAs a result of the foregoing,the loss from operations of the Company decreased to approximately HK$11.9 million during the Reporting Period from approximately HK$96.3 million for the period from January 11,2022 to December 31,2022.Fair value change of deferred underwriting
41、 commissions payableDuring the Reporting Period,the Company recognized a fair value change of deferred underwriting commissions payable of approximately HK$1,003,625(for the period from January 11,2022 to December 31,2022:loss of HK$217,528)as a result of the fair value change of the deferred underw
42、riting commissions payable pursuant to the terms of the underwriting agreement relating to the SPAC Offering.Fair value change of Listed WarrantsDuring the Reporting Period,the Company recognized a fair value change of Listed Warrants of approximately HK$32,032(for the period from January 11,2022 to
43、 December 31,2022:loss of HK$664,664)as a result of the change in fair value of warrants,which are derivative liabilities that are measured at fair value through profit or loss,increase mainly due to change in fair value.10Interra Acquisition CorporationAnnual Report 2023Management Discussion and An
44、alysis(Continued)Loss and total comprehensive income for the periodAs a result of the foregoing,the loss and total comprehensive income of the Company decreased to approximately HK$58.2 million during the Reporting Period from approximately HK$139.1 million for the period from January 11,2022 to Dec
45、ember 31,2022.Other informationDuring the Reporting Period,there was no change in the accounting policy of the Company.LIQUIDITY AND FINANCIAL RESOURCESThe Company received gross proceeds of HK$1,001.0 million from the Offering,which was deposited into the Escrow Account in Hong Kong.The funds held
46、in the Escrow Account may be released only to complete the De-SPAC Transaction,satisfy redemption requests of the Shareholders,and return funds to holders of the Class A Shares upon the suspension of trading of the Class A Shares and the Listed Warrants or upon the liquidation or winding up of the C
47、ompany.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 Loan
48、Facility,as set out in“Borrowings and gearing ratio”below.The Company believes that it is well-positioned to manage operating expenses when conducting negotiations and performing due diligence review on potential De-SPAC Targets.Prior to the completion of the De-SPAC Transaction,the primary sources
49、of liquidity to satisfy the Companys capital requirements include proceeds from the issuance of the Class B Shares and the Promoter Warrants and the Loan Facility.With the amount of liquid assets on hand which are held outside the Escrow Account,the Company is of the view that it has sufficient fina
50、ncial 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.As of December 31,2023,the Company had total assets of approximately HK$1,050.9 mill
51、ion(as of December 31,2022:HK$1,014.2 million),which primarily consisted of(i)cash and cash equivalents of approximately HK$2.1 million(as of December 31,2022:HK$10.1 million).The decrease in cash and cash equivalents was mainly due to net cash used in financing activities of approximately HK$4.1 mi
52、llion from payments of listing expenses in 2023;(ii)interest receivables of approximately HK$14.6 million(as of December 31,2022:HK$2.6 million).The increase in interest receivables was mainly due to an increase in interest receivables from the Escrow Account.Interest revenue from the Escrow Account
53、 is recognised using the effective interest method,and the effective interest rate is applied to the gross carrying amount of the restricted bank balances;(iii)prepayments of approximately HK$0.5 million(as of December 31,2022:HK$0.5 million);and(iv)restricted bank balances of HK$1,033.7 million(as
54、of December 31,2022:HK$1,001.0 million).11Interra Acquisition CorporationAnnual Report 2023Management Discussion and Analysis(Continued)As of December 31,2023,the Company had total liabilities of approximately HK$1,172.4 million(as of December 31,2022:HK$1,130.4 million),which primarily consisted of
55、(i)other payables and accruals of approximately HK$1.9 million(as of December 31,2022:HK$4.5 million),which mainly consisted of accrued other operating expenses.The decrease in other payables and accruals was mainly due to the settlement of listing expenses;(ii)deferred underwriting commissions paya
56、ble of approximately HK$20.9 million(as of December 31,2022:HK$22.0 million);(iii)redemption liabilities arising from the Class A Shares of HK$1,047.3 million(as of December 31,2022:HK$1,001.0 million);and(iv)Listed Warrants of approximately HK$102.3 million(as of December 31,2022:HK$102.3 million).
57、As a result of the foregoing,the net liabilities of the Company increased to approximately HK$121.6 million as of December 31,2023 from HK$116.2 million as of December 31,2022.Borrowings and gearing ratioThe Company(as borrower)and Primavera Capital Acquisition(Asia)LLC and ABCI AM Acquisition Limit
58、ed(as lenders)entered into a facility agreement on September 7,2022 in relation to an unsecured Loan Facility for an aggregate of HK$20 million.As of December 31,2023,no amount has been drawn down under the Loan Facility.As the Company did not have any borrowings as of December 31,2023,the net geari
59、ng ratio(as calculated by total interest-bearing bank borrowings as at the end of the respective period divided by total equity as at the same date)was not applicable to the Company as of December 31,2023.Foreign exchange exposureAs of December 31,2023,the Companys cash and cash equivalents was deno
60、minated in Hong Kong dollars.As such,the Company did not have significant foreign currency exposure during the Reporting Period.The Company currently does not have a foreign currency hedging policy,however,the Company manages foreign exchange risk by performing regular reviews of net foreign exchang
61、e exposures to eliminate the foreign exchange exposures,where necessary.12Interra Acquisition CorporationAnnual Report 2023Management Discussion and Analysis(Continued)OUTLOOK AND PROSPECTSThe Company is one of the handful of publicly listed SPACs in Hong Kong.The Company will have 24 months from th
62、e Listing Date to make an announcement of the terms of a De-SPAC Transaction and 36 months from the Listing Date to complete the De-SPAC Transaction,subject to any extension period approved by the Shareholders in accordance with the Listing Rules and the memorandum and articles of association of the
63、 Company.In the forthcoming months,the Company will use its best endeavors to source a De-SPAC Target with strong and sustainable growth prospects and recommend it for approval by the Shareholders and the Stock Exchange.The Company will conduct a thorough due diligence review for the introduced pote
64、ntial De-SPAC Target.If the Company decides to further pursue a particular De-SPAC Target subsequent to the due diligence review,further negotiations will be conducted to structure the terms of the De-SPAC Transaction.It is expected that substantial costs will be incurred in evaluating a potential D
65、e-SPAC Target and in negotiating and executing a De-SPAC Transaction.The Company will continue to incur expenses as a publicly listed company(for legal,financial reporting,accounting and auditing compliance),as well as for due diligence expenses related to prospective De-SPAC Transactions.The Compan
66、y intends to consummate the De-SPAC Transaction using(i)proceeds of the Offering;(ii)proceeds from the issuance of the Class B Shares and the Promoter Warrants;(iii)proceeds from independent third party investments;(iv)funds from any backstop agreements it may enter into;(v)loans from the Promoters
67、or their affiliates,if any,under the Loan Facility or other arrangements;(vi)shares issued to the owners of the De-SPAC Target;and(vii)any other equity or debt financing,or a combination of the foregoing.Significant investments,material acquisitions and disposal of subsidiaries,associates and joint
68、venturesThe Company had no significant investments or material acquisitions or disposals of subsidiaries,associates and joint ventures during the Reporting Period.Employee and remuneration policyAs of December 31,2023,the Company had no full-time employees and no staff cost has been recognized as ex
69、penses of the Company during the Reporting Period.The executive Directors are not entitled to any remuneration from the Company.The remuneration package of the independent non-executive Directors as well as other corporate executives and employees of the Company(if any)are benchmarked against the re
70、muneration for similar positions in the market.The Company has not adopted any share schemes under Chapter 17 of the Listing Rules since its incorporation.As a SPAC,the Company does not intend to have any full-time employees prior to the completion of the De-SPAC Transaction.Thus,the Company has not
71、 adopted a remuneration policy since its incorporation.Any remuneration policy to be adopted after completion of the De-SPAC Transaction will be determined by the Board and reviewed by the Remuneration Committee.In general,the Company expects that the remuneration policy of the Company will provide
72、remuneration packages including salary,bonus and various allowances,so as to attract and retain top quality staff,and the Company will determine employee salaries based on each employees qualifications,position and seniority.Training programs will be provided to employees to accelerate the learning
73、progress and improve the knowledge and skill levels of our employees where necessary.13Interra Acquisition CorporationAnnual Report 2023Management Discussion and Analysis(Continued)Capital expenditure and commitmentsThe Company did not incur any capital expenditure and commitments during the Reporti
74、ng Period(for the period from January 11,2022 to December 31,2022:nil).Contingent liabilitiesAs of December 31,2023,the Company did not have any contingent liabilities(as of December 31,2022:nil).Charges on assetsAs of December 31,2023,there were no charges on assets of the Company(as of December 31
75、,2022:nil).Future plans for material investments and capital assetsThe Company will continue to focus on its business strategies as set out in the Listing Document.Save as disclosed in this annual report,as of December 31,2023,the Company had no other future plans for any material investments or cap
76、ital assets.14Interra Acquisition CorporationAnnual Report 2023DIRECTORS AND SENIOR MANAGEMENTThe Board consists of four executive Directors and three independent non-executive Directors.Executive DirectorsMr.CHEN Tong(陳桐),aged 43,was appointed as a Director on January 11,2022 and re-designated as t
77、he Co-Chairman of the Board,an executive Director and the Co-Chief Executive Officer on January 26,2022.He is also the co-chairman of the Nomination Committee.Mr.Chen was nominated to the Board by Primavera US LLC,a Promoter,and is an officer(as defined under the SFO)of Primavera US LLC.Mr.Chen is a
78、 partner and a founding member of Primavera,which he joined in 2010.At Primavera,Mr.Chen is responsible for sourcing,executing and exiting a variety of deals in the consumer and technology sectors,including investments in Alibaba Group,Cainiao Smart Logistics,Alibaba Local Services Group,iResearch,V
79、itaco Health and Love Bonito.Mr.Chen currently serves as chief executive officer and chief financial officer of PCAC,the shares of which are listed on the New York Stock Exchange(NYSE:PV).Mr.Chen is the executive manager of one of the Promoters,Primavera US LLC.From 2003 to 2006,he worked at the inv
80、estment banking division of Goldman Sachs in Hong Kong and New York.Mr.Chen obtained a Bachelor of Arts degree in Applied Mathematics from Harvard College in June 2003.He also received both his JD and MBA degrees from Harvard Law School and Harvard Business School respectively,in June 2010.Mr.YANG X
81、iuke(楊秀科),aged 38,was appointed as a Director on January 18,2022 and re-designated as the Co-Chairman of the Board,an executive Director and the Co-Chief Executive Officer on January 26,2022.He is also the co-chairman of the Nomination Committee.Mr.Yang was nominated to the Board by ABCI AM,a Promot
82、er,and is an officer(as defined under the SFO)of ABCI AM.Mr.Yang is a managing director at ABCI and head of ABCI AM,which he joined in May 2020.At ABCI,Mr.Yang is responsible for leading and managing the Asset Management business,including investments,business development and operations.Mr.Yang is a
83、lso the chairman of the investment committee of ABCI AM and a member of the compliance committee of ABCI.Mr.Yang is a director of one of the Promoters,ABCI AM.Prior to joining ABCI,Mr.Yang served as an executive director and a member of the investment committee of Asia Clean Energy Fund,a US$2 billi
84、on renewable energy-focused buyout fund sponsored by China Three Gorges Corporation and E Fund Management.Mr.Yang also served as a managing director and head of Alternative Investments of E Fund Management(HK)Co.He also worked at Haitong International Securities Company Limited and Goldman Sachs(Asi
85、a)LLC in Hong Kong.Mr.Yang received a Bachelors degree in Computer Science and Technology from Tsinghua University in July 2006 and a Masters degree in Economics from Peking University in July 2009.Mr.Yang is currently a holder of a Type 4(advising on securities)licence and a Type 9(asset management
86、)licence issued by the SFC and is a responsible officer of ABCI AM,a Promoter.15Interra Acquisition CorporationAnnual Report 2023Directors and Senior Management(Continued)Ms.MING Liang(明亮),aged 43,was appointed as an executive Director on April 25,2022.Ms.Ming was nominated to the Board by ABCI AM,a
87、 Promoter,and is an officer(as defined under the SFO)of ABCI AM.Ms.Ming is a director of ABCI AM,which she joined in December 2019.Ms.Ming serves as one of the key personnel of ABCI AMs SFC authorised fund.Ms.Ming has been holding a Type 4(advising on securities)licence and a Type 9(asset management
88、)licence issued by the SFC and has been a responsible officer of ABCI AM since April 2020.Ms.Ming is currently a member of the investment committee of ABCI AM.Prior to joining ABCI AM,Ms.Ming was a vice president and responsible officer of CMS Asset Management(HK)Co.,Limited.Prior to that,Ms.Ming wo
89、rked at Donghai International Financial Holdings Company Limited,Guotai Junan Assets(Asia)Ltd and Citibank(Shanghai branch).Ms.Ming received her Bachelors degree of Business Administration in Accounting from Shanghai University of Finance and Economics in July 2002 and her Master of Science degree i
90、n Financial Economics from BI Norwegian School of Management in Norway in November 2004.Ms.Ming has been a CFA Charterholder since April 2009.Mr.GE Chengyuan(葛程遠),aged 31,was appointed as a Director on January 18,2022 and re-designated as an executive Director and the Co-Chief Financial Officer on J
91、anuary 26,2022.Mr.Ge was nominated to the Board by Primavera US LLC,a Promoter,and is an officer(as defined under the SFO)of Primavera US LLC.Mr.Ge joined Primavera in 2019 and is responsible for leading the evaluation,due diligence and negotiation work stream in a variety of private equity and vent
92、ure capital investments,with a focus on healthcare and consumer businesses.Recent transactions which Mr.Ge took the lead in executing include investments in Jenscare Scientific,Shukun Technology,Accutar Biotech,Xbiome and Aurora.Mr.Ge also has experience in SPAC issuance.He is one of the key executi
93、on members of the issuance of PCAC by Primavera US LLC in the United States and its de-SPAC transaction.Prior to that,Mr.Ge worked at UBS AG in both Hong Kong and Beijing from 2016 to 2019,focusing on client coverage and transaction execution in healthcare,power and utilities sectors,where his last
94、position was an investment banking associate director in Corporate Client Solutions Department.Mr.Ge was primarily responsible for providing strategic capital solutions for institutional clients and leading the execution of various capital raising exercises for both public and private companies,incl
95、uding equity and debt issuance,merger and acquisitions and private equity transactions.Mr.Ge obtained his Bachelor of Arts degree in Mathematics and Statistics from the University of Oxford in March 2016.16Interra Acquisition CorporationAnnual Report 2023Directors and Senior Management(Continued)Ind
96、ependent non-executive DirectorsMs.CHAN Ching Chu(alias Rebecca Chan)(陳清珠),aged 56,was appointed as an independent non-executive Director on September 5,2022 and is primarily responsible for supervising and providing independent judgment to the Board.She is the chairlady of the Audit Committee and a
97、 member of the Remuneration Committee and Nomination Committee.Ms.Rebecca Chan has over 35 years of experience working for international accounting firms and the Stock Exchange.In 2023,Ms.Rebecca Chan has been the chief financial officer of Cloudbreak Pharma Inc Group.Ms.Rebecca Chan was formerly a
98、partner of Deloitte Touche Tohmatsu,KPMG and PricewaterhouseCoopers at different times during her career,leading various capital market services groups of these international accounting firms.Her experience in executing various types of capital market transactions has spanned across various industri
99、es such as financial services,securities firms,consumer market,technology,media,conglomerate,property,services,energy,innovation and new economy sectors such as telecommunications,web advertising and biotech companies.She also served as the co-head of the IPO and head of accounting affairs team of t
100、he Listing Division of the Stock Exchange.Currently,Ms.Rebecca Chan is a member of the Professional Services Advisory Committee of Hong Kong Trade Development Council and the Telecommunications Appeal Board of the HKSAR Government,a representative of Legal Services Consumers on the Costs Committee o
101、f the HKSAR Government,a member of the board of directors of the Hong Kong Academy for Gifted Education(the“HKAGE”)and the chairperson of the Finance and General Affairs Committee of the HKAGE.Formerly she was a member of a number of governmental,professional and regulatory committees,including,amon
102、g others,the Management Committee of Consumer Legal Action Fund and the Task Force on Alumni Engagement of Hang Seng University of Hong Kong Council;the Standing Committee on Legal Education and Training of the HKSAR Government;the Financial Reporting Advisory Panel of the Stock Exchange;the Dual Fi
103、ling Advisory Group of the Securities and Futures Commission;the Policy Research Committee of the Financial Services Development Council;the Copyright Tribunal;the Hong Kong University of Science and Technology MBA Alumni Advisory Board;the Appeal Board on Closure Orders(Immediate Health Hazard);the
104、 Appeal Board Panel(Town Planning);the Mandatory Provident Fund Schemes Appeal Board;the Occupational Retirement Schemes Appeal Board;the Solicitors Disciplinary Tribunal Panel;and various committees of the Hong Kong Institute of Certified Public Accountants including the Corporate Finance Committee
105、,the Accountants Report Sub-Committee and the Professional Standard Monitoring Committee.Ms.Rebecca Chan is a practising member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Institute of Chartered Accountants in England and Wales.Ms.Rebecca Chan obtained a Mas
106、ter of Business Administration at the Hong Kong University of Science and Technology in November 1997.17Interra Acquisition CorporationAnnual Report 2023Directors and Senior Management(Continued)Ms.CHAN Jeanette Kim Yum(陳劍音),aged 65,was appointed as an independent non-executive Director on September
107、 5,2022 and is primarily responsible for supervising and providing independent judgment to the Board.She is also the chairlady of the Remuneration Committee and a member of the Audit Committee and Nomination Committee.Based in Hong Kong,Ms.Chan has been employed by Airwallex(Cayman)Limited(“Airwalle
108、x”),a global cross-border payments company,since 2019,and is currently the Chief Legal,Compliance and Risk Officer of the Airwallex Group.Prior to Airwallex,she practised from 1986 to 2019 and was the managing partner of the China practice at Paul,Weiss,Rifkind,Wharton&Garrison LLP,an international
109、law firm.Her practice focused on cross-border mergers and acquisitions and private equity investments,with an emphasis on joint venture transactions and the telecommunications,IT and media markets in the Asia Pacific region.Since September 2022,Ms.Chan has been an independent non-executive director
110、of Tencent Music Entertainment Group,the shares of which are listed on the Stock Exchange(stock code:1698)and the New York Stock Exchange(NYSE:TME).Formerly,she was an independent non-executive director of AirPower Technologies Limited.Ms.Chan is qualified to practise law in New York,British Columbi
111、a(Canada)and Hong Kong and is a non-practising solicitor of England and Wales.She obtained a Bachelor of Arts from the University of Toronto in Canada in 1980,a Bachelor of Laws from the University of British Columbia in Canada in May 1983,and a Masters degree in Law from Harvard University in the U
112、nited States in June 1986.Mr.PU Yonghao(浦永灝),aged 66,was appointed as an independent non-executive Director on September 5,2022 and is primarily responsible for supervising and providing independent judgment to the Board.He is also a member of the Audit Committee,Remuneration Committee and Nominatio
113、n Committee.Mr.Pu has over 20 years of experience in holding senior positions in investment banks.He currently serves as an independent non-executive director of Guotai Junan Securities Co.,Ltd.,the A shares of which are listed on the Shanghai Stock Exchange(stock code:601211)and H shares of which a
114、re listed on the Stock Exchange(stock code:2611)and an independent non-executive director of Huafa Property Services Group Company Limited(formerly known as HJ Capital(International)Holdings Company Limited),the shares of which are listed on the Stock Exchange(stock code:982).From 2015 to 2018,Mr.Pu
115、 was the founding partner and chief investment officer of Fountainhead Partners Company Limited.From 2004 to 2015,Mr.Pu held various positions at UBS AG,including the regional chief investment officer of Asia Pacific,and his last position held with UBS AG was managing director in Wealth Management a
116、nd Retail&Corporate Division.Prior to joining UBS AG,Mr.Pu worked at Asian Development Bank as senior consultant from 2002 to 2003,Nomura International(Hong Kong)Limited as senior economist from 2000 to 2002 and Bank of China International(UK)Limited as senior economist from 1997 to 2000.Mr.Pu was t
117、he honorary institute fellow of The Chinese University of Hong Kong,The Asia-Pacific Institute of Business from 2011 to 2021.Mr.Pu is the vice chairman of the Chinese Financial Association of Hong Kong.Mr.Pu obtained a Bachelors degree in accounting from Xiamen University in July 1982 and a Masters
118、degree in Economics from the same university in January 1985.He also obtained a Master of Science from The London School of Economics and Political Science in October 1989.18Interra Acquisition CorporationAnnual Report 2023Directors and Senior Management(Continued)Senior managementMr.CHEN Tong(陳桐)is
119、 the Co-Chairman of the Board,an executive Director and the Co-Chief Executive Officer.Please see“Executive Directors”above for his detailed biography.Mr.YANG Xiuke(楊秀科)is the Co-Chairman of the Board,an executive Director and the Co-Chief Executive Officer.Please see“Executive Directors”above for h
120、is detailed biography.Mr.GE Chengyuan(葛程遠)is an executive Director and the Co-Chief Financial Officer.Please see“Executive Directors”above for his detailed biography.Ms.ZHANG Shiyun(張詩耘),aged 34,has served as the Co-Chief Financial Officer since January 26,2022.Ms.Zhang is also a vice president at A
121、BCI AM,which she joined in June 2020.At ABCI AM,Ms.Zhang is responsible for identifying and executing alternative investment opportunities,such as private equity.Prior to joining ABCI AM,Ms.Zhang also worked at Silk Road International Capital Limited,E Fund Management(Hong Kong)Co.,Limited and Beiji
122、ng BDA Consulting Co.Ltd.Ms.Zhang received a Bachelors degree in Economics from Peking University in July 2011.Company secretaryMr.LEE Leong Yin(李亮賢)is a senior manager of Corporate Services of Tricor Services Limited,a global professional services provider specialising in integrated business,corpor
123、ate and investor services.Mr.Lee has over 13 years of experience in the corporate secretarial field.Mr.Lee has been providing professional corporate services to Hong Kong listed companies as well as multinational,private and offshore companies.Mr.Lee is a Chartered Secretary,a Chartered Governance P
124、rofessional and an Associate of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.Mr.Lee obtained a Bachelors degree of Business Administration in Corporate Administration from Hong Kong Metropolitan University in August 2010.Changes in Di
125、rectors informationSave as disclosed above,as of December 31,2023,there are no other changes to the Directors information as required to be disclosed pursuant to Rule 13.51B(1)of the Listing Rules.19Interra Acquisition CorporationAnnual Report 2023REPORT OF DIRECTORSThe Board is pleased to present t
126、his report of directors together with the audited financial statements of the Company for the Reporting Period.DirectorsThe Directors who held office during the Reporting Period and up to the date of this annual report are:Executive Directors:Mr.CHEN Tong(陳桐)(Co-Chairman and Co-Chief Executive Offic
127、er)Mr.YANG Xiuke(楊秀科)(Co-Chairman and Co-Chief Executive Officer)Ms.MING Liang(明亮)Mr.GE Chengyuan(葛程遠)(Co-Chief Financial Officer)Independent non-executive Directors:Ms.CHAN Ching Chu(alias Rebecca Chan)(陳清珠)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)Biographical details of the Directors and sen
128、ior management of the Company are set out in the section headed“Directors and Senior Management”of this annual report.Principal activitiesThe Company is a SPAC formed for the purpose of effecting the De-SPAC Transaction.In identifying the De-SPAC Target,the Company intends to invest in high-growth c
129、ompanies focused on Greater China in the sectors of innovative technology,consumer and new retail,advanced manufacturing,healthcare and climate action.As of December 31,2023,the Company has not selected any specific De-SPAC Target and it has not,nor has anyone on its behalf,initiated or engaged in a
130、ny substantive discussions,directly or indirectly,with any De-SPAC Target with respect to a De-SPAC Transaction with the Company.Business reviewA fair review of the business of the Company as required by Schedule 5 to the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),including an analysi
131、s using financial key performance indicators and an indication of likely future developments in the Companys business,is set out in the section headed“Management Discussion and Analysis”of this annual report.These discussions form part of this annual report.Events affecting the Company that have occ
132、urred since the end of the financial year is set out in the paragraph headed“Important Events after the Reporting Period”of this report of directors.Environmental policies and performanceThe Company is committed to operate its business in compliance with applicable environmental protection laws and
133、regulations and has implemented relevant environmental protection measures in compliance with the required standards under applicable laws and regulations.Further details of the Companys environmental policies and performance are disclosed in the section headed“Environmental,Social and Governance Re
134、port”of this annual report.20Interra Acquisition CorporationAnnual Report 2023Report of Directors(Continued)Compliance with the relevant laws and regulationsAs far as the Board and management are aware,the Company has complied in all material aspects with the relevant laws and regulations that have
135、a significant impact on the business and operation of the Company.During the Reporting Period,there was no material breach of,or non-compliance with,applicable laws and regulations by the Company.Related party transactions and connected transactionsDetails of the related party transactions of the Co
136、mpany during the Reporting Period are set out in Note 20 to the financial statements contained in this annual report.Save for the Loan Facility,none of the related party transactions constitute a connected transaction or continuing connected transaction under Chapter 14A of the Listing Rules.During
137、the Reporting Period,the Company has not entered into any connected transaction or continuing connected transaction which should be disclosed pursuant to the requirements of Rule 14A.71 of the Listing Rules.Competing businessThere was no competing business in which any Director or their respective c
138、lose associates had a material interest,whether directly or indirectly,subsisting at the end of the year or any time during the Reporting Period.Provision of financial assistance by Promoters to the Company by way of a loan facilityThe Company(as borrower)and Primavera LLC and ABCI AM Acquisition(as
139、 lenders)entered into a facility agreement on September 7,2022 in relation to a Loan Facility for an aggregate of HK$20 million.As of December 31,2023,no amount has been drawn down under the Loan Facility.Since each of Primavera LLC and ABCI AM Acquisition is a connected person of the Company,the Lo
140、an Facility which is a form of financial assistance provided by connected persons to the Company constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.Since the Loan Facility is not secured by any assets of the Company and is conducted on normal commerc
141、ial terms or better,the transaction contemplated thereunder is fully exempted from the reporting,annual review,announcement,circular and independent shareholders approval requirements pursuant to Rule 14A.90 of the Listing Rules.The Loan Facility,which no security is provided by the Company as borro
142、wer,is interest-free and conducted on normal commercial terms or better for the Company.No part of the Loan Facility can be converted into any Shares,warrants or other securities of the Company.Major customers and suppliers and relationship with stakeholdersAs the Company is a SPAC with no business
143、operations other than administration related to establishing a SPAC entity and identifying the De-SPAC Target,it did not record any revenue during the Reporting Period,nor did it have any customers or suppliers during the Reporting Period.The Company understands the importance of maintaining a good
144、relationship with its employees and other stakeholders to meet its immediate and long-term goals.The Company will continue to ensure effective communication and maintain a good relationship with each of its key stakeholders.21Interra Acquisition CorporationAnnual Report 2023Report of Directors(Conti
145、nued)Principal risks and uncertaintiesThe following list is a summary of certain principal risks and uncertainties facing the Company,some of which are beyond its control.DuetothelimitedresourcesandthesignificantcompetitionforDe-SPACTransactionopportunities,the Company may not be able to complete th
146、e De-SPAC Transaction.If the Company does not complete the De-SPAC Transaction,the holders of the Class A Shares may receive only their pro rata portion of the funds in the Escrow Account that are available for distribution to holders of the Class A Shares,and the warrants,including the Listed Warra
147、nts,will expire and be worthless;TheCompanymaybeunabletoobtainthirdpartyinvestmentsintheamountsrequiredtocomplete the De-SPAC Transaction;TheDe-SPACTransactionissubjecttoregulatoryapprovals,andtheCompanycannotensurethatit will receive all the necessary approvals;Pastperformancebythemanagementteamort
148、hePromotersandtheirrespectiveaffiliates,including investments and transactions in which they have participated and businesses with which they have been associated,may not be indicative of the future performance of investments in the Company;TheCompanyisdependentupontheofficersandDirectorsandtheirdep
149、arturecouldmateriallyadversely affect the ability to operate;andTheofficersandDirectorspresentlyhave,andanyoftheminthefuturemayhaveadditional,fiduciary or contractual obligations to other entities and,accordingly,may have conflicts of interest in determining to which entity a particular business opp
150、ortunity should be presented.However,the above is not an exhaustive list.Investors are advised to make their own judgment or consult their own investment advisors before making any investment in the Shares.Use of proceeds(a)Use of proceeds from the OfferingThe Company received gross proceeds of HK$1
151、,001.0 million from the Offering.All of the gross proceeds from the Offering are held in the Escrow Account pursuant to Rule 18B.16 of the Listing Rules and are held in the form of restricted bank balances in compliance with the Listing Rules and guidance letters which may be published by the Stock
152、Exchange from time to time.There has been no change in the intended use of gross proceeds as previously disclosed in the Listing Document.For the avoidance of doubt,the proceeds from the Offering held in the Escrow Account do not include the proceeds from the sale of Class B Shares and the Promoter
153、Warrants.22Interra Acquisition CorporationAnnual Report 2023Report of Directors(Continued)(b)Use of other proceedsThe Company received gross proceeds from the sale of the Promoter Warrants of HK$35.6 million.The gross proceeds from the sale of the Promoter Warrants are held outside of the Escrow Acc
154、ount.The proceeds held outside of the Escrow Account were used,and are proposed to be used,according to the intentions previously disclosed in the Listing Document.The following table sets forth the status of use of gross proceeds held outside of the Escrow Account as of December 31,2023:%of gross p
155、roceeds held outside of the Escrow AccountAllocation disclosed in the Listing DocumentProceeds unutilized as of December 31,2022Proceeds utilized during the Reporting PeriodProceeds utilized as of December 31,2023Proceeds unutilized as of December 31,2023 Expenses related to the Offering78.65%HK$28.
156、0 millionHK$4.8 millionHK$4.1 millionHK$27.3 millionHK$0.7 millionGeneral working capital21.35%HK$7.6 millionHK$5.3 millionHK$3.9 millionHK$6.2 millionHK$1.4 million Total100%HK$35.6 millionHK$10.1 millionHK$8.0 millionHK$33.5 millionHK$2.1 million Notes:1.For expenses in relation to a De-SPAC Trans
157、action,including legal,accounting,due diligence,travel and other expenses associated with the identification and evaluation of a prospective De-SPAC Target,the total amount of which the Company is currently unable to estimate.2.The Company expects that the remaining unutilized proceeds held outside
158、of the Escrow Account shall be utilized gradually at the time of the completion of the De-SPAC Transaction(i.e.within 36 months of the Listing Date(or within the extended time limits under the Listing Rules,if applicable).Pre-emptive rightsThere are no provisions for pre-emptive rights under the Art
159、icles 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.The Shareholders have no pre-emptive or other subscription rights,other than the additional Listed Warrants to be issued upon the completion of t
160、he De-SPAC Transaction as described in the paragraph“Description of Securities Warrants Additional Warrants”in the Listing Document.Tax relief and exemption of holders of listed securitiesThe Company is not aware of any tax relief or exemption available to the Shareholders by reason of their respect
161、ive holding of the Companys securities.SubsidiariesThe Company does not have any subsidiary as of December 31,2023.Pension schemesAs of December 31,2023,the Company had no full-time employees,and no pension scheme was operated by the Company for any employee of the Company.23Interra Acquisition Corp
162、orationAnnual Report 2023Report of Directors(Continued)Property,plant and equipmentDue to the Companys business nature,the Company does not have any property,plant and equipment as of December 31,2023.Share capitalDetails of movements in the share capital of the Company during the Reporting Period a
163、re set out in Note 18 to the financial statements.Sufficiency of public floatAccording to the information that is publicly available to the Company and within the knowledge of the Board,as of the date of this annual report,the Company has maintained the public float as required under the Listing Rul
164、es.Purchase,sale or redemption of listed securities of the CompanyDuring the Reporting Period,the Company did not purchase,sell or redeem any of its listed securities.DonationsDuring the Reporting Period,the Company did not make any charitable donations.Debentures issuedThe Company did not issue any
165、 debentures during the Reporting Period.Equity-linked agreementsNo equity-linked agreements existed or were entered into by the Company during the Reporting Period.Results and dividendsThe financial results of the Company for the Reporting Period are set out on pages 59 to 63 of this annual report.A
166、s disclosed in the Listing Document,the Company does not intend to pay cash dividends prior to the completion of a De-SPAC Transaction.Hence,no final dividend was proposed by the Board for the Reporting Period.There is no arrangement under which a Shareholder has waived or agreed to waive any divide
167、nd.Permitted indemnityPursuant to the Articles of Association and subject to the applicable laws and regulations,every Director or other officer of the Company shall be entitled to be indemnified out of the assets and funds of the Company against all actions,proceedings,costs,charges,expenses,losses
168、,damages or liabilities incurred or sustained in or about the conduct of the Companys business or affairs.Such permitted indemnity provision has been in force for the Reporting Period.The Company has taken out liability insurance to provide appropriate coverage for the Directors.24Interra Acquisitio
169、n CorporationAnnual Report 2023Report of Directors(Continued)ReservesAs of December 31,2023,the Company did not have any distributable reserves.Details of the movements in the reserves of the Company during the Reporting Period are set out in the statement of changes in equity of the financial state
170、ments.Directors letters of appointmentEach of the executive Directors has entered into a letter of appointment in relation to his/her role as a Director,which is subject to termination by the Director or the Company in accordance with the terms of the letter of appointment,the requirements of the Li
171、sting Rules and the provisions relating to the retirement and rotation of the Directors under the Articles of Association.Pursuant to the letters of appointment entered into with the Company,none of the executive Directors will receive any remuneration as directors fee.Each of the independent non-ex
172、ecutive Directors has entered into a letter of appointment in relation to his/her role as a Director effective from September 5,2022,which shall continue subject to termination by the Director or the Company in accordance with the terms of the letter of appointment,the requirements of the Listing Ru
173、les and the provisions relating to the retirement and rotation of the Directors under the Articles of Association.Under these letters of appointment,each of the independent non-executive Directors will receive an annual directors fee of HK$150,000 per year.As of December 31,2023,none of the Director
174、s had a letter of appointment with the Company other than contracts expiring or determinable by the employer within one year without payment of compensation(other than statutory compensation).Contracts with Controlling Shareholders and Pledging of Shares by Controlling ShareholdersAs of December 31,
175、2023,the Company had no controlling Shareholder and therefore(i)there was no pledge of Shares to secure the Companys debts or to secure guarantees or other support of their obligations;(ii)there was no loan agreement with covenants relating to specific performance of a controlling Shareholder;(iii)n
176、o contract of significance was entered into between the Company and a controlling Shareholder or any of its subsidiaries during the Reporting Period or has subsisted as of December 31,2023;and(iv)no contract of significance for the provision of services to the Company was entered into by the Company
177、 and a controlling Shareholder or any of its subsidiaries during the Reporting Period or has subsisted as of December 31,2023.Directors interests in transactions,arrangements or contracts of significanceSave as disclosed in this annual report,during or at the end of the Reporting Period,none of the
178、Directors nor any entity connected with the Directors had a material interest,either directly or indirectly,in any transactions,arrangements or contracts of significance to which the Company,its holding company,or any of its subsidiaries or fellow subsidiaries was a party,or entered into any service
179、 agreement or letter of appointment with any member of the Company(excluding agreements expiring or determinable by any member of the Company within one year without payment of compensation(other than statutory compensation).25Interra Acquisition CorporationAnnual Report 2023Report of Directors(Cont
180、inued)Arrangements to purchase shares or debenturesAt no time during the Reporting Period was the Company or any of its subsidiaries a party to any arrangement to enable the Directors to acquire benefits by means of the acquisition of Shares in,or debt securities including debentures of,the Company
181、or any other body corporate.Directors and chief executives interests and short positions in Shares and underlying Shares and debentures of the Company or any of its associated corporationsSave as disclosed in this annual report and to the best knowledge of the Directors,as at the end of the Reportin
182、g Period,none of the Directors or the chief executives of the Company had any interests and/or short positions in the Shares,underlying Shares or debentures of the Company or its associated corporations(within the meaning of Part XV of the SFO)which were required to be notified to the Company and th
183、e Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they are taken or deemed to have under such provisions of the SFO)or which were required,pursuant to section 352 of the SFO,to be entered in the register referred to therein or which we
184、re required,pursuant to the Model Code,to be notified to the Company and the Stock Exchange.Substantial shareholders interests and short positions in Shares and underlying SharesAs far as the Directors are aware,as at the end of the Reporting Period,the following persons(other than the Directors or
185、chief executives of the Company)had an interest or a short position in the Shares and the underlying Shares 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(including interests and short positions which they are ta
186、ken or deemed to have under such provisions of the SFO)or which were required,pursuant to section 336 of the SFO,to be entered in the register referred to therein:Name of ShareholderCapacity/Nature of interestNumber of Shares held or interested inApproximate percentage of the relevant class of Share
187、s(1)Approximate percentage of total issued Shares(1)Class A SharesCITIC Group Corporation(2)Interest in controlled corporation17,749,644Class A Shares17.73%14.19%Lo Yuk Sui(3)Interest in controlled corporation17,094,000Class A Shares17.08%13.66%Industrial and Commercial Bank of China Limited(4)Inter
188、est in controlled corporation10,890,000Class A Shares10.88%8.70%TF International Securities Group Limited(5)Beneficial interest9,350,000Class A Shares9.34%7.47%Yue Xiu Investment Fund Series Segregated Portfolio Company Yue Xiu Quantitative Growth SP(6)Beneficial interest7,700,000Class A Shares7.69%
189、6.15%26Interra Acquisition CorporationAnnual Report 2023Report of Directors(Continued)Name of ShareholderCapacity/Nature of interestNumber of Shares held or interested inApproximate percentage of the relevant class of Shares(1)Approximate percentage of total issued Shares(1)Primavera LLC(7)(9)Benefi
190、cial interest7,710,960Class A Shares7.70%6.16%Primavera US LLC(7)(9)Interest in controlled corporation7,710,960Class A Shares7.70%6.16%Dr.Fred Hu(7)(9)Interest in controlled corporation7,710,960Class A Shares7.70%6.16%ABCI AM Acquisition(8)(9)Beneficial interest5,140,640Class A Shares5.14%4.11%ABCI
191、AM(8)(9)Interest in controlled corporation5,140,640Class A Shares5.14%4.11%ABCI(8)(9)Interest in controlled corporation5,140,640Class A Shares5.14%4.11%ABC(8)(9)Interest in controlled corporation5,140,640Class A Shares5.14%4.11%Central Huijin Investment Ltd.(4)(8)(9)Interest in controlled corporatio
192、n17,603,156Class A Shares17.59%14.07%Class B SharesPrimavera LLC(7)Beneficial interest15,015,000Class B Shares60%12%Primavera US LLC(7)Interest in controlled corporation15,015,000Class B Shares60%12%Dr.Fred Hu(7)Interest in controlled corporation15,015,000Class B Shares60%12%ABCI AM Acquisition(8)Be
193、neficial interest10,010,000Class B Shares40%8%ABCI AM(8)Interest in controlled corporation10,010,000Class B Shares40%8%ABCI(8)Interest in controlled corporation10,010,000Class B Shares40%8%ABC(8)Interest in controlled corporation10,010,000Class B Shares40%8%Central Huijin Investment Ltd.(8)Interest
194、in controlled corporation10,010,000Class B Shares40%8%27Interra Acquisition CorporationAnnual Report 2023Report of Directors(Continued)Notes:(1)As at the end of the Reporting Period,the Company had issued a total number of 125,125,000 Shares,including 100,100,000 Class A Shares and 25,025,000 Class
195、B Shares.(2)Based on the information set out in the relevant disclosure made by the relevant substantial shareholder(s),such Class A Shares are held through certain controlled corporations of CITIC Group Corporation.CITIC Group Corporation also held 2,239,644 Class A Shares in long position represen
196、ting Class A Shares underlying listed derivatives cash settled.(3)Based on the information set out in the relevant disclosure made by the relevant substantial shareholder(s),such Class A Shares are held through certain controlled corporations of Lo Yuk Sui.Among the Class A Shares in long position i
197、ndirectly held by Lo Yuk Sui,4,884,000 Class A Shares in long position represent Class A Shares underlying listed derivatives convertible instruments.(4)Based on the information set out in the relevant disclosure made by the relevant substantial shareholder(s),Murray Enterprise Limited is wholly-own
198、ed by ICBC International Investment Management Limited,which is in turn wholly-owned by ICBC International Holdings Limited.ICBC International Holdings Limited is wholly-owned by Industrial and Commercial Bank of China Limited,which is in turn owned as to 34.71%by Central Huijin Investment Ltd.,a st
199、ate-owned enterprise.Therefore,each of Central Huijin Investment Ltd.and Industrial and Commercial Bank of China Limited is deemed to be interested in the 10,890,000 Class A Shares and 4,356,000 Listed Warrants held by Murray Enterprise Limited.(5)Based on the information set out in the relevant dis
200、closure made by TF International Securities Group Limited,TF International Securities Group Limited held 9,350,000 Class A Shares and 3,740,000 Listed Warrants.(6)Based on the information set out in the relevant disclosure made by Yue Xiu Investment Fund Series Segregated Portfolio Company Yue Xiu Q
201、uantitative Growth SP,Yue Xiu Investment Fund Series Segregated Portfolio Company Yue Xiu Quantitative Growth SP held 7,700,000 Class A Shares and 3,080,000 Listed Warrants.(7)Primavera LLC is a wholly-owned subsidiary of Primavera US LLC.Dr.Fred Hu holds approximately 39%of the shareholding in Prim
202、avera US LLC and is deemed to be interested in the underlying Class A Shares of the Promoter Warrants and Class B Shares held by Primavera LLC.(8)ABCI AM Acquisition is a wholly-owned subsidiary of ABCI AM which is wholly-owned by ABCI,being a wholly-owned subsidiary of ABC.ABC is owned as to approx
203、imately 40.03%by Central Huijin Investment Ltd.,a wholly state-owned company.Each of ABCI AM,ABCI,ABC,Central Huijin Investment Ltd.is deemed to be interested in the underlying Class A Shares of the Promoter Warrants and Class B Shares held by ABCI AM Acquisition.(9)Represents interest in the underl
204、ying 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 Warrant may be exercised for a maximum o
205、f 12,851,600 Class A Shares in the aggregate,representing approximately 10.3%of the total Shares in issue.Save as disclosed above,as at the end of the Reporting Period,the Directors were not aware of any persons(who were not Directors or chief executive of the Company)who had an interest or short po
206、sition in the Shares or underlying Shares which would need to be disclosed under Divisions 2 and 3 of Part XV of the SFO,or which would be required,pursuant to Section 336 of the SFO,to be entered in the register referred to therein.28Interra Acquisition CorporationAnnual Report 2023Report of Direct
207、ors(Continued)Compensation of Directors and senior managementThe executive Directors and senior management of the Company are not entitled to any remuneration from the Company.The remuneration package of the independent non-executive Directors as well as other corporate executives and employees of t
208、he Company(if any)are benchmarked against the remuneration for similar positions in the market.Under the letters of appointment signed between the Company and each of the independent non-executive Directors,each of the independent non-executive Directors will receive an annual directors fee of HK$15
209、0,000 per year.Details of the Directors emoluments and emoluments of the five highest paid individuals in the Company are set out in Notes 7 and 8 to the financial statements.During the Reporting Period,no emoluments were paid by the Company to any Director or any of the five highest paid individual
210、s as an inducement to join or upon joining the Company or as compensation for loss of office.None of the Directors have waived or agreed to waive any emoluments for the Reporting Period.Except as disclosed above,no other payments have been made or are payable,during the Reporting Period,by the Compa
211、ny to or on behalf of any of the Directors.Management contractsNo contract concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the Reporting Period.Material legal proceedingsThe Company was not involved i
212、n any material legal proceeding during the Reporting Period.Annual general meetingThe AGM of the Company will be held on Friday,June 21,2024.The notice of the AGM will be published and dispatched(if necessary)in due course in the manner as required by the Listing Rules.Closure of register of members
213、For the purpose of determining the eligibility of Shareholders to attend and vote at the AGM,the register of members of the Company will be closed from Tuesday,June 18,2024 to Friday,June 21,2024,both days inclusive,during which no transfer of Shares will be registered.In order to be eligible to att
214、end and vote at the AGM,all duly completed share transfer forms,accompanied by the relevant share certificates,must be lodged with the Hong Kong Share Registrar,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.on Mond
215、ay,June 17,2024.AuditorThe Shares were listed on the Stock Exchange on September 16,2022,and there has been no change in auditor since the Listing Date.The financial statements of the Company for the Reporting Period have been audited by KPMG,Certified Public Accountants,who are proposed for re-appo
216、intment at the AGM.29Interra Acquisition CorporationAnnual Report 2023Report of Directors(Continued)Continuing disclosure obligations pursuant to the Listing RulesSave as disclosed in this annual report,the Company does not have any other disclosure obligations under Rules 13.20,13.21 and 13.22 of t
217、he Listing Rules.Important events after the Reporting PeriodNo important events affecting the Company occurred after the Reporting Period and up to the date of this annual report.On behalf of the BoardInterra Acquisition CorporationMr.CHEN TongCo-Chairman,Executive Director and Co-Chief Executive Of
218、ficerHong Kong,March 21,202430Interra Acquisition CorporationAnnual Report 2023CORPORATE GOVERNANCE REPORTThe Board is pleased to present the corporate governance report for the Company for the Reporting Period.Corporate governance practicesThe Company is committed to maintaining a high standard of
219、corporate governance to safeguard the interests of the Shareholders,enhance corporate value,formulate its business strategies and policies,and enhance its transparency and accountability.The Board has complied with all applicable code provisions set out in the CG Code during the Reporting Period,wit
220、h the exception of code provision C.2.1 of the CG Code,which requires the roles of chairman and chief executive to be held by different individuals.Mr.CHEN Tong and Mr.YANG Xiuke were each appointed as the Co-Chairman of the Board,executive Director and the Co-Chief Executive Officer of the Company.
221、The Board believes that,in view of their experience,personal profile and their respective roles in the Promoters,Mr.CHEN Tong and Mr.YANG Xiuke are the Directors best suited to identify strategic opportunities and focus of the Board.Given the minimal level of business operations of the Company befor
222、e the successful completion of the De-SPAC Transaction,the Board believes that the combined role of the Co-Chairman of the Board and the Co-Chief Executive Officer of the Company can promote the effective execution of strategic initiatives and facilitate the flow of information between management an
223、d the Board.The Directors consider that the balance of power and authority will not be impaired due to this arrangement.In addition,all major decisions are made in consultation with members of the Board,including the relevant Board committees,and three independent non-executive Directors.Governance
224、cultureThe Company is committed to ensuring that its affairs are conducted in accordance with high ethical standards.This reflects its belief that,in the achievement of its long-term objectives,it is imperative to act with probity,transparency and accountability.By so acting,the Company believes tha
225、t Shareholder wealth will be maximised in the long term and stakeholders will all benefit.Corporate governance is the process by which the Board instructs management of the Company to conduct its affairs with a view to ensuring that its objectives are met.The Board is committed to maintaining and de
226、veloping robust corporate governance practices that are intended to ensure,among others,satisfactory and sustainable returns to Shareholders;that the interests of those who deal with the Company are safeguarded;that overall business risk is understood and managed appropriately;and that high standard
227、s of ethics are maintained.31Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Compliance with Model CodeThe Company has adopted the Model Code as its own code of conduct regarding dealings in the securities of the Company by the Directors and the Companys senior
228、 management who,because of their office or employment,are likely to possess inside information in relation to the Company or its securities.Upon specific enquiry,all Directors confirmed that they have complied with the Model Code during the Reporting Period.In addition,the Company is not aware of an
229、y non-compliance with the Model Code by the senior management of the Company during the Reporting Period.Board of DirectorsThe Company is headed by an effective Board which oversees the Companys strategic decisions and makes decisions objectively in the best interests of the Company.The Board should
230、 regularly review the contribution required from a Director to perform his/her responsibilities to the Company,and whether the Director is spending sufficient time performing such responsibilities.The Board currently comprises four executive Directors and three independent non-executive Directors.As
231、 of the date of this annual report,the composition of the Board is as follows:Executive Directors:Mr.CHEN Tong(陳桐)(Co-Chairman and Co-Chief Executive Officer)Mr.YANG Xiuke(楊秀科)(Co-Chairman and Co-Chief Executive Officer)Ms.MING Liang(明亮)Mr.GE Chengyuan(葛程遠)(Co-Chief Financial Officer)Independent non
232、-executive Directors:Ms.CHAN Ching Chu(alias Rebecca Chan)(陳清珠)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)The biographical details of the Directors are set out in the section headed“Directors and Senior Management”of this annual report.There is no relationship(including financial,business,family
233、 or other material/relevant relationship(s)between the Board members and senior management.32Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Board meetings and general meetingsCode provision C.5.1 of the CG Code stipulates that board meetings should be held at
234、least four times a year at approximately quarterly intervals with active participation of the majority of the Directors,either in person or through electronic means of communications.Code provision C.2.7 of the CG Code requires that the chairman should at least annually hold meetings with independen
235、t non-executive directors without the presence of other directors.During the Reporting Period,four Board meetings and one meeting between the Co-Chairmen and the independent non-executive Directors without the presence of other Directors were held.A summary of the attendance record of the Directors
236、at Board meetings,Board committee meetings and general meeting is set out in the table below:Name of DirectorBoardAudit CommitteeRemuneration CommitteeNomination CommitteeAnnualGeneral meeting Executive Directors:Mr.CHEN Tong4/4N/AN/A1/11/1Mr.YANG Xiuke4/4N/AN/A1/11/1Ms.MING Liang4/4N/AN/AN/A1/1Mr.G
237、E Chengyuan4/4N/AN/AN/A1/1Independent non-executive Directors:Ms.CHAN Ching Chu (alias Rebecca Chan)4/42/21/11/11/1Ms.CHAN Jeanette Kim Yum4/42/21/11/11/1Mr.PU Yonghao4/42/21/11/11/1Independent non-executive DirectorsDuring the Reporting Period,the Board at all times met the requirements of the List
238、ing Rules relating to the appointment of at least three independent non-executive Directors representing at least one-third of the Board,with one of the independent non-executive Directors possessing appropriate professional qualifications or accounting or related financial management expertise.Each
239、 of the independent non-executive Directors has entered into a letter of appointment in relation to his/her role as a Director effective from September 5,2022,which shall continue subject to termination by the Director or the Company in accordance with the terms of the letter of appointment,the requ
240、irements of the Listing Rules and the provisions relating to the retirement and rotation of the Directors under the Articles of Association.During the year ended December 31,2023,the Company did not receive from the independent non-executive Directors information of any subsequent change of circumst
241、ances which may affect his/her independence.The Company has received the annual confirmations of independence from each of the independent non-executive Directors.The Board has considered the independence of each of the independent non-executive Directors pursuant to Rule 3.13 of the Listing Rules a
242、nd considers each of them to be independent.33Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Appointment and re-election of DirectorsAll the Directors are subject to retirement by rotation and re-election at annual general meetings of the Company.Pursuant to t
243、he Articles of Association,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 and be eligible for re-election at each annual general meeting of the Company,provided that
244、every Director is subject to retirement by rotation at least once every three years.In addition,any new Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next general meeting of the Company and shall then be eligible for re-election at that m
245、eeting.During the Reporting Period,none of the Directors had a letter of appointment with the Company other than contracts expiring or determinable by the employer within one year without the payment of compensation(other than statutory compensation).In accordance with Articles 119(a)and(b)of the Ar
246、ticles of Association,Ms.CHAN Ching Chu(alias Rebecca Chan),Ms.CHAN Jeanette Kim Yum and Mr.PU Yonghao will retire from the Board by rotation at the AGM and,being eligible,offer themselves for re-election.Responsibilities,accountabilities and contributions of the Board and managementThe Board is the
247、 primary decision-making body of the Company,is responsible for overseeing the Companys strategic decisions and is collectively responsible for promoting the success of the Company by directing and supervising its affairs.The Board makes decisions objectively to safeguard the interests of the Compan
248、y and its Shareholders.The Board has delegated the authority and responsibility for day-to-day management of the Company to the senior management of the Company.All Directors,including the independent non-executive Directors,have brought a wide spectrum of valuable business experience,knowledge and
249、professionalism to the Board for its efficient and effective functioning.The independent non-executive Directors are responsible for ensuring a high standard of regulatory reporting of the Company and providing balance in the Board by bringing effective independent judgment on corporate actions and
250、operations.All Directors have full and timely access to all the information of the Company and may,upon request,seek independent professional advice in appropriate circumstances,at the Companys expense,to discharge their duties to the Company.Board independenceThe Company has a mechanism to evaluate
251、 the independence of the Board to ensure a strong element of independence on the Board,which allows the Board to effectively exercise its independent judgment to better safeguard Shareholders interests.The objectives of the evaluation are to improve Board effectiveness,maximize strengths,and identif
252、y the areas that need improvement or further development.The evaluation process also clarifies what actions of the Company need to be taken to maintain and improve the Boards performance.Further,the Company has appointed three independent non-executive Directors,with the aim to enhance the effective
253、ness and decision-making of the Board by providing objective judgment and constructive challenges to management.34Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)The Company has established channels through formal and informal means whereby independent non-exec
254、utive Directors can express their views in an open and candid manner.These include periodic Board reviews,dedicated meeting sessions with the Chairman and interaction with management and other Board members including the Chairman outside the boardroom.The Board will review the implementation and eff
255、ectiveness of the abovementioned mechanism on an annual basis to ensure that independent views and input are made available to the Board.The Board has reviewed the implementation and effectiveness of the abovementioned mechanism during the Reporting Period and the results were satisfactory.Board com
256、mitteesThe Board has established three committees,namely,the Audit Committee,the Remuneration Committee and the Nomination Committee,for overseeing particular aspects of the Companys affairs.Each of these committees is established with defined written terms of reference.The terms of reference of eac
257、h of these committees are available on the websites of the Company and the Stock Exchange.Audit CommitteeThe Company has established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the CG Code.The Audit Committee consists of three independent
258、non-executive Directors,namely,Ms.CHAN Jeanette Kim Yum,Mr.PU Yonghao and Ms.CHAN Ching Chu(alias Rebecca Chan).Ms.CHAN Ching Chu(alias Rebecca Chan),being the chairlady of the Audit Committee,holds the appropriate professional qualifications as required under Rules 3.10(2)and 3.21 of the Listing Ru
259、les.The primary duties of the Audit Committee are to assist the Board by providing an independent view of the effectiveness of the financial reporting process,risk management and internal control systems of the Company,overseeing the audit process and performing other duties and responsibilities ass
260、igned by the Board.The Audit Committee has reviewed,together with the management,the accounting principles and policies adopted by the Company and discussed the risk management and internal controls and financial reporting matters,including a review of the audited financial statements of the Company
261、 for the Reporting Period.The Audit Committee convened two meetings during the Reporting Period.The attendance record of the Directors at meetings of the Audit Committee is set out in the paragraph headed“Board meetings and general meetings”of this corporate governance report.During the Reporting Pe
262、riod,the Audit Committee has(i)reviewed the annual financial statements,annual results announcements and annual report of the Company for the period from the Listing Date to December 31,2022,and the interim financial statements,interim results announcement and interim report of the Company for the s
263、ix months ended June 30,2023;(ii)recommended to the Board on the re-appointment of auditor of the Company;(iii)reviewed the risk management and internal control system of the Company;and(iv)reviewed the whistle-blowing policy and anti-corruption policy.During the Reporting Period,the Board did not d
264、eviate from any recommendation given by the Audit Committee on the selection,appointment,resignation or dismissal of external auditor.35Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Remuneration CommitteeThe Company has established a Remuneration Committee wi
265、th written terms of reference in compliance with Rule 3.25 of the Listing Rules and the CG Code.The Remuneration Committee consists of three independent non-executive Directors,namely,Ms.CHAN Ching Chu(alias Rebecca Chan),Ms.CHAN Jeanette Kim Yum and Mr.PU Yonghao.Ms.CHAN Jeanette Kim Yum is the cha
266、irlady of the Remuneration Committee.The primary duties of the Remuneration Committee include,among others,(i)making recommendations to the Board on the policy and structure for the remuneration of all Directors and senior management,and on the establishment of a formal and transparent procedure for
267、 developing such remuneration policy;(ii)determining with delegated responsibility or making recommendations to the Board on the remuneration packages of individual executive Directors and senior management;(iii)making recommendations to the Board on the remuneration of non-executive Directors;(iv)r
268、eviewing and approving the compensation payable to executive Directors and senior management for loss or termination of office or appointment as well as compensation arrangements relating to the dismissal or removal of Directors for misconduct;and(v)ensuring that share options offered by the Company
269、 to its Directors or senior management(if any)are in accordance with Chapter 17 of the Listing Rules.The Remuneration Committee convened one meeting during the Reporting Period.The attendance record of the Directors at the meeting of the Remuneration Committee is set out in the paragraph headed“Boar
270、d meetings and general meetings”of this corporate governance report.During the Reporting Period,the Remuneration Committee has(i)reviewed and made recommendation to the Board on the remuneration policy and structure for Directors and senior management;(ii)reviewed the performance and remuneration pa
271、ckage of executive Directors and senior management;and(iii)reviewed remuneration of independent non-executive Directors.Nomination CommitteeThe Company has established a Nomination Committee with written terms of reference in compliance with Rule 3.27A of the Listing Rules and the CG Code.The Nomina
272、tion Committee consists of two executive Directors and three independent non-executive Directors,namely,Mr.CHEN Tong,Mr.YANG Xiuke,Ms.CHAN Ching Chu(alias Rebecca Chan),Ms.CHAN Jeanette Kim Yum and Mr.PU Yonghao.Mr.CHEN Tong and Mr.YANG Xiuke are the co-chairmen of the Nomination Committee.The prima
273、ry duties of the Nomination Committee include,without limitation,reviewing the structure,size and composition of the Board,assessing the independence of the independent non-executive Directors and making recommendations to the Board on matters relating to the appointment or re-appointment of Directo
274、rs.The Nomination Committee convened one meeting during the Reporting Period.The attendance record of the Directors at the meeting of the Nomination Committee is set out in the paragraph headed“Board meetings and general meetings”of this corporate governance report.In assessing the composition of th
275、e Board,the Nomination Committee has taken into account various aspects as well as factors concerning board diversity as set out in the Companys Board Diversity Policy(the“Board Diversity Policy”).The Nomination Committee shall discuss and agree on measurable objectives for achieving diversity on th
276、e Board,where necessary,and recommend them to the Board for adoption.36Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)During the Reporting Period,the Nomination Committee has(i)reviewed the structure,size and composition(including skill,knowledge and experienc
277、e)of the Board;(ii)reviewed the board diversity policy;(iii)reviewed the director nomination policy;(iv)assessed independence of the independent non-executive Directors;and(v)recommended to the Board the retirement and re-election of Directors.Board Diversity PolicyThe Company has adopted the Board
278、Diversity Policy which sets out the objectives and approach for achieving and maintaining the diversity of the Board in order to enhance the effectiveness of the Board.Pursuant to the Board Diversity Policy,the Company seeks to achieve Board diversity through the consideration of a number of factors
279、,including but not limited to professional experience,skills,knowledge,gender,age,nationality,cultural and educational background,ethnicity and length of service.The Directors have a balanced mix of knowledge and skills,including knowledge and experience in the areas of private equity,corporate fina
280、nce,accounting,legal and asset management.They have obtained degrees in various areas including Applied Mathematics,Economies and Accounting.The Board Diversity Policy is well-implemented as evidenced by the fact that there are four male Directors and three female Directors,ranging from 31 years to
281、66 years of age with different experiences from different industries and sectors.The Board believes that based on the existing business model and specific needs of the Company,the background of the Directors and the composition of the Board satisfies the principles under the Board Diversity Policy.T
282、he gender ratio in the workforce(including senior management)has remained balanced during the Reporting Period and was 1:1 as at December 31,2023.The Board is of the view that gender diversity has been achieved in respect of the Board.During the Reporting Period,the Nomination Committee has reviewed
283、 the diversity of the Board and considered that the Company has achieved the measurable objectives of the Board Diversity Policy in terms of professional experience,skills,knowledge,gender,age and length of service,etc.The Company is also committed to adopting a similar approach to promote diversity
284、 within the management(including but not limited to the senior management)of the Company to enhance the effectiveness of the corporate governance of the Company as a whole.The Nomination Committee is delegated by the Board to be responsible for compliance with relevant codes governing board diversit
285、y under the CG Code.The Nomination Committee will review the Board Diversity Policy from time to time to ensure its continued effectiveness and the Company will disclose in its corporate governance report information about the implementation of the Board Diversity Policy on an annual basis.Measurabl
286、e objectivesFor the purpose of implementing the Board Diversity Policy,the selection of candidates will be based on a range of diversity factors,including but not limited to gender,age,cultural and educational background,professional experience,skills,knowledge and length of service.The ultimate dec
287、ision will be based on merit and the contribution that selected candidates will bring to the Board.37Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Apart from the above objectives,the Diversity Policy has complied with the following objectives from the Listing
288、 Rules:1.at least one-third of the members of the Board shall be independent non-executive Directors;2.at least three of the members of the Board shall be independent non-executive Directors;3.at least one of the members of the Board shall be female;and4.at least one of the members of the Board shal
289、l have obtained appropriate professional qualifications or accounting or related financial management expertise.The Board has achieved the measurable objectives in the Board Diversity Policy.Director Nomination PolicyThe Board has delegated its responsibilities and authority for the selection and ap
290、pointment of Directors to the Nomination Committee.The Company has adopted a director nomination policy(the“Director Nomination Policy”)which sets out the selection criteria and nomination process in relation to the nomination and appointment of Directors and aims to ensure that the Board has a bala
291、nce of skills,experience and diversity of perspectives appropriate for the Company,the continuity of the Board and appropriate leadership at Board level.The nomination procedure and process set out in the Director Nomination Policy is as follows:TheNominationCommitteeshallconvenecommitteemeetingsand
292、invitetheBoardmemberstonominate candidates(if any)for the Nomination Committee to consider before convening the meeting.The Nomination Committee may also nominate candidates who have not been nominated by the Board members.FortheappointmentofanyDirectorcandidate,theNominationCommitteeshallconductade
293、quate due diligence in respect of such candidate and make recommendations to the Board for consideration.For the re-appointment of any existing members of the Board,the Nomination Committee shall make recommendations to the Board for consideration.The Director Nomination Policy sets out the criteria
294、 for assessing the suitability and the potential contribution to the Board of a potential candidate,including but not limited to the following:integrityandreputation;educationalbackground,professionalqualificationsandworkexperience(includingpart-timejobs);whetherornottheyhavethenecessaryskillsandexp
295、erience;38Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)whetherornottheyareabletospendsufficienttimeandenergytohandletheCompanysaffairs;whetherornottheywillpromotethediversityoftheBoardinallaspects,includingbutnotlimited to gender,age,cultural and educational
296、 background,ethnicity,professional experience,skills,knowledge and term of office;whetherornotthecandidatesforindependentnon-executiveDirectorsmeettherequirementsfor independence under Rule 3.13 of the Listing Rules;andanyotherrelevantfactorsasdeterminedbytheNominationCommitteeortheBoardfromtimeto t
297、ime.During the Reporting Period,there was no change in the composition of the Board.The Nomination Committee recommended to the Board that the re-appointment of Directors at the annual general meeting of the Company held on June 21,2023 was subject to a stringent nomination process in accordance wit
298、h the Director Nomination Policy and the Board Diversity Policy to ensure that 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.Divi
299、dend policyThe Company has not paid any cash dividends on its Shares to date and does not intend to pay cash dividends prior to the completion of a De-SPAC Transaction.The payment of cash dividends in the future will be dependent upon the Companys revenues and earnings,if any,as well as its capital
300、requirements and the general financial condition of the Successor Company subsequent to the completion of a De-SPAC Transaction.The payment of any cash dividends subsequent to a De-SPAC Transaction will be within the discretion of the Board at such time.Further,if the Company incurs any indebtedness
301、,its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.Corporate governance functionThe Board is responsible for performing the functions set out in code provision A.2.1 of the CG Code,including(a)to develop and review the Companys policies
302、and practices on corporate governance and make recommendations to the Board;(b)to review and monitor the training and continuous professional development of the Directors and senior management;(c)to review and monitor the Companys policies and practices on compliance with legal and regulatory requir
303、ements;(d)to develop,review and monitor the code of conduct and the compliance manual(if any)applicable to employees and Directors;and(e)to review the Companys compliance with the CG Code and disclosure in its corporate governance report.The Board has performed the aforesaid functions during the Rep
304、orting Period.The Directors are encouraged to participate in continuous professional development to develop and refresh their knowledge and skills.The company secretary of the Company may from time to time and as the circumstances require provide updated written training materials relating to the ro
305、les,functions and duties of a director of a company listed on the Stock Exchange.39Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Directors responsibility in respect of the financial statementsThe Directors acknowledge their responsibility for preparing the fi
306、nancial statements of the Company for the Reporting Period.The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Companys ability to continue as a going concern.Continuous professional development of DirectorsPursuant to c
307、ode provision C.1.4 of the CG Code,all Directors should participate in continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant.Pursuant to code provision C.1.1 of the CG Code,each newly appoint
308、ed Director should be provided with the necessary induction and information to ensure that he/she has a proper understanding of the Companys operations and businesses as well as his/her responsibilities under relevant statutes,laws,rules and regulations.The Company encourages continuous professional
309、 development training for all the Directors to develop and refresh their knowledge and skills.In addition,continuous briefings and professional development opportunities for Directors will be arranged whenever necessary.During the Reporting Period,the Directors were regularly briefed on the amendmen
310、ts or updates to the relevant laws,rules and regulations.The training records of the Directors during the Reporting Period are summarized as follows:DirectorsType of TrainingNote Executive DirectorsMr.CHEN TongA,BMr.YANG XiukeA,BMs.MING LiangA,BMr.GE ChengyuanA,BIndependent Non-executive DirectorsMs
311、.CHAN Ching Chu(alias Rebecca Chan)A,BMs.CHAN Jeanette Kim YumA,BMr.PU YonghaoA,BNote:Types of TrainingA:Attending training sessions,including but not limited to briefings,seminars,conferences and workshopsB:Reading relevant news alerts,newspapers,journals,magazines and relevant publications40Interr
312、a Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Auditors responsibility and remunerationThe Company appointed KPMG,Certified Public Accountants,as the external auditor for the Reporting Period.A statement by KPMG about their reporting responsibilities for the financi
313、al statements is included in the Independent Auditors Report of this annual report.Details of the fees paid/payable in respect of the audit and non-audit services provided by KPMG for the Reporting Period are set out in the table below:Services rendered for the CompanyFees paid and payableHK$Audit s
314、ervices350,000Non-audit services Review of interim financial information180,000 ESG reporting assistance110,000 Total640,000 Risk management and internal controlRisk managementThe Board acknowledges that it is responsible for the Companys risk management and internal control systems and for reviewin
315、g their effectiveness.The risk management and internal control measures are designed to manage rather than eliminate the risk of failure to achieve business objectives,and can only provide reasonable and not absolute assurance against material misstatement or loss.The Audit Committee will oversee th
316、e Companys risk management and internal control procedures,including(i)reviewing the Companys risk management and internal control systems;(ii)discussing the risk management and internal control system with the Companys senior management and ensuring that the senior management has performed its duti
317、es in establishing and maintaining effective systems;and(iii)considering major investigative findings on risk management and internal control matters as delegated by the Board or on its own initiative and senior managements response to those findings.The risk management and internal control systems
318、of the Company are reviewed on an annual basis.Arrangements are in place to identify,evaluate and manage significant risks including facilitating employees of the Company to raise,in confidence,concerns about possible improprieties in financial reporting,internal control or other matters of the Comp
319、any.Risks identified are documented and mitigation plans are devised to resolve material internal control defects.The Directors and members of the Companys senior management possess the necessary knowledge and experience to provide good corporate governance oversight in connection with risk manageme
320、nt and internal control.The Board is of the view that the risk management and internal control systems in respect of the Reporting Period are effective and adequate.41Interra Acquisition CorporationAnnual Report 2023Corporate Governance Report(Continued)Internal controlThe Board is responsible for e
321、stablishing and ensuring effective internal controls to safeguard the Shareholders investment at all times.The Companys internal control policies set out a framework to identify,assess,evaluate and monitor key risks associated with its strategic objectives on an ongoing basis.The Company constantly
322、monitors the implementation of those measures and procedures.The Company maintains strict anti-corruption policies on personnel with external communication functions.The Directors(who are responsible for monitoring the corporate governance of the Company)will also periodically review the Companys co
323、mpliance status with all relevant laws and regulations.The Audit Committee will(i)make recommendations to the Board on the appointment,re-appointment and removal of external auditors;(ii)review the financial information of the Company;and(iii)oversee the financial reporting system and internal contr
324、ol procedures of the Company.The Company has engaged Somerley Capital Limited as its compliance advisor to provide advice to the Directors and management team regarding matters relating to the Listing Rules.The Companys compliance advisor is expected to ensure the Companys use of funding complies wi
325、th the section titled“Use of Proceeds and Escrow Account”in the Listing Document,as well as to provide support and advice regarding the requirements of relevant regulatory authorities in a timely fashion.During the Reporting Period,the Company has regularly reviewed and enhanced its risk management
326、and internal control systems.The Company believes that the Directors and members of the senior management possess the necessary knowledge and experience to provide good corporate governance oversight in connection with risk management and internal control.The Board has conducted a review of the effe
327、ctiveness of the risk management and internal control systems and considers these systems effective and adequate.Procedures for identifying,handling and disseminating inside information,preclearance on dealing in the Companys securities by Directors and designated members of the management,notificat
328、ion of regular blackout periods to and securities dealing restrictions on relevant Directors and employees have been implemented by the Company to guard against possible mishandling of inside information within the Company.Under code provision D.2.5 of the CG Code,the Company should have an internal
329、 audit function.Due to the Companys business nature as a SPAC,the Company has no internal audit function.Nonetheless,the Company has maintained an internal control system and its implementation has been considered effective by the Audit Committee and the Board.In addition,the Audit Committee has com
330、municated with the external auditor of the Company to understand if there is any material control deficiency.Nevertheless,the Company will review the need for an internal audit function on an annual basis.Company secretaryMr.LEE Leong Yin(李亮賢)(“Mr.Lee”)has been appointed as the company secretary of
331、the Company(the“Company Secretary”).Mr.Lee is a senior manager of Corporate Services of Tricor Services Limited,a global professional services provider specialising in integrated business,corporate and investor services.The primary contact person for Mr.Lee at the Company is Mr.GE Chengyuan,an execu
332、tive Director and the Co-Chief Financial Officer.In compliance with Rule 3.29 of the Listing Rules,Mr.Lee has undertook not less than 15 hours of relevant professional training to update his skills and knowledge during the Reporting Period.42Interra Acquisition CorporationAnnual Report 2023Corporate
333、 Governance Report(Continued)Shareholders rightsConvening of extraordinary general meetings(“EGM”)by Shareholders and putting forward proposals at general meetingsPursuant to Article 73 of the Articles of Association,an EGM shall be called by at least 14 days notice in writing.Pursuant to Article 72 of the Articles of Association,any one or more Shareholders holding,at the date of deposit of the r
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