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1、TechStar Acquisition Corporation(Incorporated in the Cayman Islands with limited liability)Stock Code:7855Warrant Code:48552023ANNUAL REPORTCONTENTSCorporate Information.1Management Discussion and Analysis.3Directors and Senior Management.7Directors Report.12Corporate Governance Report.27Environment
2、al,Social and Governance Report.42Definition.56Independent Auditors Report.60Statement of Profit or Loss and Other Comprehensive Income.65Statement of Financial Position.66Statement of Changes in Equity.67Statement of Cash Flows.68Notes to Financial Statements.691TECHSTAR ACQUISITION CORPORATION ANN
3、UAL REPORT 2023Board of DirectorsExecutive DirectorsMr.NI Zhengdong(Chairman and Co-chief Executive Officer)Mr.YE Qing(Co-chief Executive Officer)Mr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengAudit Com
4、mitteeMr.XUE Linnan(Chairman)Mr.ZHANG MinDr.LI WeifengRemuneration CommitteeDr.LI Weifeng(Chairman)Mr.LI ZhuMr.ZHANG MinNomination CommitteeMr.NI Zhengdong(Chairman)Dr.LI WeifengMr.ZHANG MinPromotersCNCB(Hong Kong)Capital LimitedZero2IPO Consulting Group Co.,Ltd.(清科管理顧問集團有限公司)Zero2IPO Capital Limite
5、dMr.NI ZhengdongMr.LI ZhuMr.LAU Wai KitCompany SecretaryMr.IP Tak WaiAuthorized RepresentativesMs.JIANG JunMr.IP Tak WaiAuditorBDO LimitedCertified Public AccountantsRegistered Public Interest Entity Auditor25th Floor,Wing On Centre 111 Connaught Road CentralHong KongRegistered OfficePO Box 309,Ugla
6、nd HouseGrand CaymanKY 1-1104Cayman IslandsCayman Islands Principal Share Registrar and Transfer OfficeMaples Fund Services(Cayman)LimitedPO Box 1093,Boundary Hall,Cricket SquareGrand Cayman,KY1-1102Cayman IslandsHong Kong Branch Share RegistrarTricor Investor Services Limited17/F,Far East Finance C
7、entre16 Harcourt RoadHong KongEscrow Agent of the Escrow AccountBOCI-Prudential Trustee LimitedSuites 1501-1507,1513-1516,15/F1111 Kings RoadTaikoo ShingHong KongPrincipal BankBank of China(Hong Kong)LimitedBank of China Tower1 Garden RoadHong KongCORPORATE INFORMATION2TECHSTAR ACQUISITION CORPORATI
8、ON ANNUAL REPORT 2023Hong Kong Legal AdvisorWilson Sonsini Goodrich&RosatiSuite 1509,15/F,Jardine House1 Connaught Place,CentralHong KongPrincipal Place of Business in Hong KongUnit No.1506B,Level 15International Commerce Centre 1 Austin Road WestKowloon,Hong KongWStock Code7855Warrant Code48553TECH
9、STAR ACQUISITION CORPORATION ANNUAL REPORT 2023MANAGEMENT DISCUSSION AND ANALYSISBusiness ReviewThe Company is a special purpose acquisition company,or SPAC,formed to effect a business combination with one or more businesses.The Class A Shares and Listed Warrants were listed on the Main Board of the
10、 Stock Exchange on December 23,2022,and the offering of the Class A Shares and Listed Warrants raised gross proceeds of HK$1,001.0 million.During the Reporting Period,the Company did not enter into any revenue generating transactions.The Company recorded loss and total comprehensive loss of approxim
11、ately HK$99.8 million for the Reporting Period,which was mainly attributable to the expenses relating to equity-settled share-based payment expense related to conversion right of the Class B Shares and the Promoter Warrants upon the completion of a De-SPAC Transaction.While we may pursue a business
12、combination target in any business,industry or geographical region,we intend to concentrate our efforts on technology-enabled companies in new economy sector in China,such as innovative technology,advanced manufacturing,healthcare,life science,culture and entertainment,consumer and e-commerce,green
13、energy and climate actions industries that align with the national economic trends and industrial policies of China.During the Reporting Period and as of the date of this annual report,the Company is still selecting and negotiating potential business combination opportunities and had not,nor had any
14、one on behalf of the Company,entered into any binding combination agreement with respect to a specific potential De-SPAC Transaction.Prior to the completion of the De-SPAC Transaction,the Company will not engage in any operations other than in connection with the selection,structuring and completion
15、 of the De-SPAC Transaction.Outlook As a publicly listed SPAC,the Company will select high-quality De-SPAC Targets based on the Companys business strategy.Leveraged by the rich investment experience of the Promoters and Directors in Chinas new economic fields and the talents of the management,we wil
16、l negotiate potential De-SPAC Transaction with favorable acquisition terms at an attractive valuation and empower the Successor Company after the closing of the De-SPAC Transaction,to create attractive returns for the Shareholders.Despite external pressure and internal difficulties,China has success
17、fully achieved its major targets set for 2023 and recorded a rebound and improvements in its economy.The gross domestic product of China posted a year-on-year growth of 5.2%in 2023,surpassing the annual target of approximately 5%.However,uncertainties still prevail due to the adverse impact of the c
18、urrent high market interest rate environment and the complex of global political and economic environment.The Company anticipates that the global equity market will face unprecedented challenges and remain unpredictable.The Company will closely monitor the development of the global and Chinas econom
19、ic and market conditions,and continue to explore potential De-SPAC Targets cautiously with prudent risk management and internal control measure and assess the impact of the economy on the operational and financial performance of the possible De-SPAC Targets,so as to maximize returns for the Sharehol
20、ders.4TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023The Companys potential De-SPAC Target sources include but are not limited to Promoters,Directors,the Companys management,external investment banks and investment funds.The Company will perform detailed due diligence and reasonable valuation on
21、 the potential De-SPAC Targets.If the Company is satisfied,the Company will discuss the transaction terms with the De-SPAC Targets.The Company will not generate any operating income until the De-SPAC Transaction is completed.The Company expects to earn non-operating income through the interests gene
22、rated from the proceeds from the sale of the Class B Shares and the issuance of the Promoter Warrants.The Company will continue to incur expenses(including legal,financial reporting,accounting and audit compliance,etc.)related to the mandatory compliance as a listed company and due diligence expense
23、s associated with potential De-SPAC Transactions.The Company expects to incur substantial costs in evaluating potential De-SPAC Targets and in negotiating and executing De-SPAC Transaction.The Company intends to use the following source of funds to complete the De-SPAC Transaction:(i)proceeds from t
24、he Offering;(ii)proceeds from the issuance of Class B Shares and Promoter Warrants;(iii)investment from Independent Third-Party investors;(iv)proceeds from any safeguard agreement that may be entered into;(v)loan facilities or other arrangements with the Promoter or its affiliates,if any;(vi)proceed
25、s from share issuance to the owner(s)of the De-SPAC Target;and(vii)any other debt financing,or a combination of the foregoing sources.Financial ReviewResults of OperationsThe Company did not generate any revenue during the Reporting Period.The Company is not expected to generate any operating revenu
26、e until after the completion of the De-SPAC Transaction,at the earliest.The Company will generate non-operating income through the interests generated from the proceeds from the issuance of the Class B Shares and the sale of the Promoter Warrants.The Company recorded loss and total comprehensive los
27、s of approximately HK$99.8 million for the Reporting Period,which was mainly attributable to the expenses relating to equity-settled share-based payment expense related to conversion right of the Class B Shares and the Promoter Warrants upon the completion of a De-SPAC Transaction.During the Reporti
28、ng Period,the Company incurred administrative expenses of approximately HK$98.9 million,which was mainly attributable to the expenses relating to equity-settled share-based payment expense related to conversion right of the Class B Shares and the Promoter Warrants upon the completion of a De-SPAC Tr
29、ansaction,and recorded change in fair value of warrant liabilities of HK$1.0 million,which represented the change for the fair value of the Companys warrant liabilities as of December 31,2023 as compared to December 31,2022.Financial PositionThe non-current assets of the Company as of December 31,20
30、23 were approximately HK$1,056.2 million,which was entirely restricted bank deposit and attributable to the proceeds received from the Offering held in the Escrow Account and all the interest generated from the proceeds.The current assets of the Company as of December 31,2023 were approximately HK$2
31、.8 million,which was attributable to proceeds from the issuance of Class B Shares and the sale of the Promoter Warrants held outside the Escrow Account.5TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023The current liabilities of the Company as of December 31,2023 were approximately HK$1,094.7 mill
32、ion,mainly consisting of the accruals and other payables of approximately HK$91.2 million and the carrying amount of its redeemable Class A shares of HK$1,001.0 million.The accruals and other payables of the Company as of December 31,2023 was mainly attributable to deferred underwriting commission a
33、nd the interest generated from the proceeds deposited in the Escrow Account.Liquidity and Financial ResourcesDuring the Reporting Period,the Company received gross proceeds of approximately HK$1,001.0 million from the Offering,which was deposited in the Escrow Account in Hong Kong.The Company has be
34、en 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 Facility.By leveraging th
35、e business insights,investment advisory experience,deal sourcing and execution expertise of the Promoters and Directors of the Company,the Company believes that it is well positioned to manage the operating expenses when conducting negotiations and performing due diligence review on potential De-SPA
36、C Targets.Prior to the completion of the De-SPAC Transaction,the following primary sources of liquidity will be utilized to satisfy the Companys capital requirements and the funds from these sources will be held outside the Escrow Account:proceeds from the issuance of Class B Shares and the sale of
37、the Promoter Warrants;and the Loan Facility(if the proceeds from the issuance of the Class B Shares and the sale of the Promoter Warrants described above are insufficient).With the amount of liquid assets on hand which are held outside the Escrow Account,the Company is of the view that it has suffic
38、ient financial resources to meet its ongoing capital requirements prior to the completion of the De-SPAC Transaction.Due to the Companys business nature,there is no ageing analysis of accounts receivable and accounts payable.Borrowings and Gearing RatioThe Loan Facility provides the Company with a w
39、orking capital credit line of up to HK$10.0 million that it may draw upon if required.Any loans drawn under the Loan Facility will not bear any interest and will not be held in the Escrow Account.No amount had been drawn from the Loan Facility as of December 31,2023.As the Company did not have any b
40、orrowings as of December 31,2023,the gearing ratio as of December 31,2023(as calculated by total interest-bearing bank borrowings as at the end of respective period divided by total equity as at the same date)was not applicable.6TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Significant Investme
41、nts,Material Acquisitions and DisposalsDuring the Reporting Period,the Company did not hold any significant investment,nor did it make any material acquisition or disposal of subsidiaries,associates and joint ventures.Future Plans for Material Investments or Capital AssetsAs of December 31,2023,save
42、 as sourcing the potential De-SPAC Targets for the purpose of completing the De-SPAC Transaction,the Company did not have any concrete plans for making other material investments or capital assets.The Company will continue to focus on its business strategies as set out in the Listing Document.Charge
43、s on AssetsAs of December 31,2023,no charges had been created on the assets of the Company.Foreign Exchange ExposureDuring the Reporting Period,there were no significant financial assets or liabilities of the Company denominated in the currency other than the functional currency of the Company.As su
44、ch,the Company did not have significant foreign currency exposure during the Reporting Period.The Company did not enter into any hedging transaction or forward contract arrangement to hedge foreign exchange exposure in 2023.The Company will manage foreign exchange risk by performing regular reviews
45、of foreign exchange exposures as necessary.Contingent LiabilitiesAs of December 31,2023,the Company did not have any contingent liabilities.7TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023DIRECTORS AND SENIOR MANAGEMENTDirectorsExecutive DirectorsMr.NI Zhengdong(倪正東),aged 49,has been a Director
46、since the incorporation of the Company in April 2022,and was re-designated as the chairman of the Board and an executive Director and appointed as the co-chief executive officer of the Company in June 2022.Mr.Ni currently acts as the chairman of the Nomination Committee.He is primarily responsible f
47、or the formulation of overall strategic direction and management of the Company.Mr.Ni is one of the Promoters and is a director of Zero2IPO Capital.Mr.Ni has over 20 years of experience in the equity investment industry.He started the business of equity investment services in 2001 and has served as
48、the executive director and then as the chairman of Zero2IPO Group since its inception in 2005.Mr.Ni is also the chairman,an executive director and chief executive officer of Zero2IPO Holdings,a company listed on the Stock Exchange(stock code:1945),where he is responsible for the overall management o
49、f business,strategy and corporate development.He served as an independent non-executive director of GOGOX HOLDINGS LIMITED,a company listed on the Stock Exchange(stock code:2246),from June 2022 to December 2023.Mr.Ni served as an independent director of Talkweb Information System Inc.(拓維資訊系統股份有限公司),
50、a company listed on the Shenzhen Stock Exchange(stock code:002261),from September 2017 to May 2022,where he has been serving as a director since May 2022.He also served as an independent non-executive director of Kingdee International Software Group Company Limited(金蝶國際軟件集團有限公司),a company listed on
51、the Stock Exchange(stock code:0268),from January 2021 to December 2021.Mr.Ni obtained a bachelors degree in engineering mechanics from Hunan University(湖南大學)in July 1996,and a masters degree in engineering mechanics from Tsinghua University(清華大學)in January 2000.He also graduated from a business admi
52、nistration PhD program from Tsinghua University in January 2007.Mr.YE Qing(叶青),aged 45,is an executive Director and the co-chief executive officer of the Company.He is primarily responsible for the formulation of the business direction and management of the Company.Mr.Ye was nominated to the Board b
53、y CNCB Capital and is a director of CNCB Capital.He has been licensed as a responsible officer(as defined under the SFO)of CNCB Capital by the SFC to carry out Type 1(dealing in securities),Type 4(advising on securities),Type 6(advising on corporate finance)and Type 9(asset management)regulated acti
54、vities since March 2017.8TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Mr.Ye has 20 years of work experience in investment,financial market and banking industry.He has been a risk director at CNCB Investment since September 2020 and as an assistant general manager since May 2018.From March 2016
55、 to September 2020,he served as a general manager at CNCB(Hong Kong)Capital Limited,where he was responsible for the risk management,compliance and other sectors.Prior to that,he served in various positions at CITIC Bank,a company listed on the Shanghai Stock Exchange(stock code:601998)and the Stock
56、 Exchange(stock code:0998),from September 2002 to March 2016,where he successively served as a trader and then as the assistant general manager at the product and marketing division of capital markets department from September 2002 to September 2008,as the assistant general manager and then as a dep
57、uty general manager at the derivatives trading division of capital markets department from September 2008 to May 2013,as a deputy general manager at the valet asset management division of financial markets department from May 2013 to March 2015,and then as a director at the market analysis and produ
58、ct division of financial markets department from April 2015 to November 2015.Mr.Ye obtained a bachelors degree and a masters degree in precision instrument from Tsinghua University(清華大學)in July 1999 and July 2002,respectively.Mr.LI Zhu(李竹),aged 58,is an executive Director and the co-chief operation
59、officer of the Company.He is primarily responsible for the management of the operation of the Company.Mr.Li is one of the Promoters.Mr.Li currently acts as a member of the Remuneration Committee.Mr.Li is the founding partner of Innoangel Fund(英諾天使投資基金)since March 2013,which is an investment fund foc
60、using on new energy,advanced manufacturing,new generation information technology and biotech industry.In 2012,he launched the Houde Innovation Valley(厚德創新谷),which is an incubator.From June 2015 to October 2016,he served as the chairman of Beijing Houde Wenhua Investment Consulting Co.,Ltd.(北京厚德文華投資諮
61、詢有限公司).He founded the UUSee(悠視網),a live online television platform,and served as the chairman of the board of Beijing UUsee Interactive Technology Co.,Ltd.(北京悠視互動科技有限公司)from November 2005 to May 2015.Prior to that,he served as the president of Beijing CCID Times Information Industry Co.,Ltd.(北京賽迪時代資
62、訊產業股份有限公司),a company focusing on the development and sales of computer and communication equipment technology,from June 2000 to September 2002.From June 1997 to May 2000,he served as the general manager of Tsinghua Tongfang Software and System Integration Company(清華同方軟體與系統集成公司),a company engaged in
63、providing software services,computer system services and the research and development of electronic products.From June 2015 to April 2020,he served as a director of Guangdong Tecsun Science&Technology Co.,Ltd.(廣東德生科技股份有限公司),a company listed on the Shenzhen Stock Exchange(stock code:002908).Mr.Li has
64、 served as a director at Beijing Jiangzhi Information Technology Co.,Ltd.(北京將至資訊科技發展股份有限公司),a company listed on the NEEQ(stock code:430443),since July 2016.Mr.Li obtained a bachelors degree in computer science from Tsinghua University(清華大學)in July 1989.Mr.CHEN Yaochao(陳耀超),aged 39,is an executive Di
65、rector and the co-chief operation officer of the Company.He is primarily responsible for the management of the operation of the Company.Mr.Chen was nominated to the Board by CNCB Capital.He has been licensed as a responsible officer(as defined under the SFO)of CNCB Capital by the SFC to carry out Ty
66、pe 9(asset management)regulated activities since August 2019,and has been licensed by the SFC to carry out Type 1(dealing in securities)and Type 4(advising on securities)regulated activities for CNCB Capital since February 2019.9TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Mr.Chen served as th
67、e head of asset management department at CNCB Capital since December 2018.He worked at the alternative investment management department of China Securities(International)Finance Holding Company Limited,a subsidiary of CSC Financial Co.,Ltd.,a company listed on the Stock Exchange(stock code:6066)and
68、on the Shanghai Stock Exchange(stock code:601066),from December 2017 to October 2018 with his last position held as an associate director.From July 2012 to October 2017,he worked at CCB International(China)Limited,a subsidiary of China Construction Bank Corporation,a company listed on the Stock Exch
69、ange(stock code:0939)and on the Shanghai Stock Exchange(stock code:601939).From July 2009 to May 2012,he worked at China International Capital Corporation Limited,a company listed on the Stock Exchange(stock code:3908)and on the Shanghai Stock Exchange(stock code:601995).Mr.Chen obtained a bachelors
70、 degree in economics from Southwest Jiaotong University(西南交通大學)in June 2007.He further obtained an MBA degree from Lingnan College of Sun Yat-Sen University in June 2014.Mr.Chen was recognized as a Chartered Financial Analyst by CFA Institute in 2013.Ms.JIANG Jun(江君),aged 42,is an executive Director
71、 of the Company.She is primarily responsible for business direction and corporate governance of the Company.Ms.Jiang was nominated to the Board by Zero2IPO Capital and is a director of Zero2IPO Capital.She has been licensed as a responsible officer(as defined under the SFO)of Zero2IPO Securities Lim
72、ited by the SFC to carry out Type 1(dealing in securities)and Type 2(dealing in futures contracts)regulated activities for Zero2IPO Securities Limited since January 2022 and as a responsible officer(as defined under the SFO)of Zero2IPO Capital by the SFC to carry out Type 6(advising on corporate fin
73、ance)regulated activities for Zero2IPO Capital since November 2021.Ms.Jiang has served as the chief executive officer of Zero2IPO International Holdings Limited,a subsidiary of Zero2IPO Holdings,since July 2021,and has been a senior vice president of Zero2IPO Holdings since December 2021.From Septem
74、ber 2018 to June 2021,she served as the chief executive officer at Fortune Financial Capital Limited.From January 2014 to September 2018,she served as a managing director and the head of investment banking department and global capital market department at Orient Finance Holdings(Hong Kong)Limited.F
75、rom February 2010 to November 2013,she served as an executive director of investment banking department at China Merchants Securities(Hong Kong)Co.,Ltd.,a subsidiary of China Merchants Securities Co.,Ltd.,a company listed on the Stock Exchange(stock code:6099)and on the Shanghai Stock Exchange(stock
76、 code:600999).From February 2008 to February 2010,she worked at CMB International Capital Corporation Limited,a subsidiary of China Merchants Bank Co.,Ltd.,a company listed on the Stock Exchange(stock code:3968)and on the Shanghai Stock Exchange(stock code:600036).Ms.Jiang obtained a bachelors degre
77、e in law from Southeast University(東南大學)in June 2003 and an MBA degree from University of Abertay Dundee in September 2004.She also graduated from an EMBA program from Cheung Kong Graduate School of Business in September 2019.Non-executive DirectorMr.LAU Wai Kit(劉偉傑),aged 61,is a non-executive Direc
78、tor of the Company.He is primarily responsible for oversight of the management of the Company.Mr.Lau is one of the Promoters.10TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Mr.Lau has over 20 years of experience in investment,mergers,acquisitions and corporate management.He has been a partner o
79、f Waterwood Investment since December 2014,which is a private equity firm focusing on growth stage opportunities in healthcare,technology and new economy industries.He co-founded Gobi Ventures in January 2002 and served as a senior managing partner until December 2014.From August 2000 to March 2001,
80、he served as the chief financial officer at Asia2B.com.From September 1998 to March 2000,he worked at Wah Tak Management Limited with his last position held as an executive director.From April 1997 to March 1999,he served as the vice chairman and a director at Seapower Financial Services Group.Prior
81、 to that,Mr.Lau worked at law firms from September 1988 to May 1995,including as a partner at So&Keung and So Keung&Yip and as an attorney at Baker&McKenzie.Mr.Lau obtained a LL.B.degree from The University of Hong Kong in May 1985 and a postgraduate certificate in laws in May 1986.Mr.Lau is qualifi
82、ed to practice law in Hong Kong,California,Singapore,and England and Wales.Independent non-executive DirectorsMr.ZHANG Min,aged 55,is an independent non-executive Director of the Company.He is primarily responsible for supervising and providing independent opinion to the Board.Mr.Zhang currently act
83、s as the members of the Audit Committee,the Nomination Committee and the Remuneration Committee.Mr.Zhang has served as the general manager of Shanghai Empower Investment Co.,Ltd.(上海合之力投資管理有限公司)since September 2012.Prior to that,Mr.Zhang successively served as a business development director at Morni
84、ngstar Information Technology Consulting(Shanghai)Co.,Ltd.(晨興資訊科技諮詢(上海)有限公司)from December 2005 to October 2008,as a vice president at Media Partners International Limited(上海梅迪派勒廣告有限公司)from December 2002 to December 2005,and as a senior manager in risk control department at Shanghai branch of Pricewa
85、terhouseCoopers Consultant(Shenzhen)Co.,Ltd.from March 2001 to November 2002.He has also served as an independent non-executive director of Zero2IPO Holdings since December 2020.Mr.Zhang obtained a bachelors degree in economics from Sichuan University(四川大學)in July 1989 and a masters degree in intern
86、ational business from The Norwegian School of Economics and Business Administration in the spring term of 1995.Mr.XUE Linnan(薛林楠),aged 51,is an independent non-executive Director of the Company.He is primarily responsible for supervising and providing independent opinion to the Board.Mr.Xue currentl
87、y acts as the chairman of the Audit Committee.He has served as the chief executive officer at Shanghai Mckintey Group Co.,Ltd.(上海麥金地集團股份有限公司)since February 2023,where he is primarily responsible for the overall business management.From April 2021 to January 2023,Mr.Xue served as the chief financial
88、officer at Deepwise Co.,Ltd.(深睿高科技有限公司),where he is primarily responsible for the overall financing management and risk control.From April 2013 to December 2020,Mr.Xue served consecutively as the general manager of audit department and customer service and product quality supervision department as w
89、ell as the chief financial officer of Fosun International Limited(復星國際有限公司),a company listed on the Stock Exchange(stock code:0656),and as the vice chairman of Fosun Hive(復星蜂巢)where he was primarily responsible for the internal audit,financing due diligence,financing management and real estate inves
90、tment and operation.11TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Mr.Xue graduated with major of international taxation from Renmin University of China(中國人民大學)in September 1997 and has obtained a masters degree in economics from the Boston University in September 2001.He has been a member of
91、American Institute of Certified Public Accountants since February 2002 and a member of American Institute of Internal Control since November 2006.Dr.LI Weifeng(李衛鋒),aged 45,is an independent non-executive Director of the Company.He is primarily responsible for supervising and providing independent o
92、pinion to the Board.Mr.Li currently acts as the chairman of the Remuneration Committee and the members of the Audit Committee and the Nomination Committee.Dr.Li has served in various positions at The University of Hong Kong since July 2011,where he successively served as an assistant professor and a
93、n associate professor in the department of urban planning and design of The University of Hong Kong,and he has been the associate dean of the faculty of architecture of The University of Hong Kong since September 2021.Dr.Li obtained his dual bachelors degree in geography and economics from Peking Un
94、iversity(北京大學)in June 2001.He also obtained a masters degree in geography from Peking University in June 2004 and a Ph.D.in urban and regional planning from Massachusetts Institute of Technology in February 2015.Senior ManagementMr.NI Zhengdong(倪正東)is the chairman of the Board,an executive Director
95、and the co-chief executive officer of the Company.See“Directors and Senior Management Directors”for details.Mr.YE Qing(叶青)is an executive Director and the co-chief executive officer of the Company.See“Directors and Senior Management Directors”for details.Mr.LI Zhu(李竹)is an executive Director and the
96、 co-chief operation officer of the Company.See“Directors and Senior Management Directors”for details.Mr.CHEN Yaochao(陳耀超)is an executive Director and the co-chief operation officer of the Company.See“Directors and Senior Management Directors”for details.Company SecretaryMr.IP Tak Wai(葉德偉)is the comp
97、any secretary of the Company.He is an executive director of IPO&Share Registry Services of Tricor Services Limited,a global professional services provider specializing in integrated business,corporate and investor services.Mr.IP has over 18 years of experience in corporate governance,compliance and
98、share registration profession.He has been providing corporate secretarial and compliance services,share registration and IPO services to Hong Kong listed companies as well as multinational,private and offshore companies.Mr.IP is a Chartered Secretary,a Chartered Governance Professional and a fellow
99、of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.Mr.IP obtained a bachelors degree in Integrated Business Administration from The Chinese University of Hong Kong and a masters degree in Professional Accounting and Corporate Governance
100、from City University of Hong Kong.12TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023DIRECTORS REPORTThe Board is pleased to present this directors report together with the financial statements of the Company for the Reporting Period.Principal ActivitiesThe Company was incorporated in the Cayman I
101、slands on April 11,2022,as an exempted company with limited liability under the Cayman Companies Act.The Company is a special purpose acquisition company,or SPAC,formed to effect a business combination with one or more businesses.The Class A Shares and Listed Warrants of the Company are listed on th
102、e Main Board of the Stock Exchange since December 23,2022,with stock code 7855 and warrant code 4855.The Company does not have any subsidiaries.The Company did not have any material operations(save for sourcing the potential De-SPAC Target for the purpose of completing the De-SPAC Transaction)since
103、April 11,2022,its date of incorporation.The Company is not expected to generate any operating income until the De-SPAC Transaction is completed.The Company expects to generate non-operating income in the form of interest income through the interests generated from the proceeds from the sale of the C
104、lass B Shares and the issuance of the Promoter Warrants.Business Review and Results and Future DevelopmentA review of the business of the Company during the Reporting Period is provided in the section headed“Management Discussion and Analysis Business Review”in this annual report.An analysis of the
105、Companys performance during the Reporting Period is provided in the section headed“Management Discussion and Analysis Financial Review”in this annual report.The results of the Company for the Reporting Period are set out in the financial statements in this annual report.The future development in the
106、 Companys business is provided in the section headed“Management Discussion and Analysis Outlook”in this annual report.A discussion on relationships with its key stakeholders is included in the sections headed“Management Discussion and Analysis”,“Corporate Governance Report”and“Environmental,Social a
107、nd Governance Report”in this annual report.In addition,a description of the environmental policies and performance of the Company is set out in the section headed“Environmental,Social and Governance Report”in this annual report.These discussions form part of this directors report.Principal Risks and
108、 UncertaintiesThe Company is a special purpose acquisition company and is exposed to various risks in its operations.Some of the primary risks and uncertainties include:(i)the Company may not be able to announce a De-SPAC Transaction within 24 months of the Listing Date or complete a De-SPAC Transac
109、tion within 36 months of the Listing Date;and(ii)the Company may not have sufficient financial resources to complete the De-SPAC Transaction.13TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Major Customers and SuppliersAs the Company is a special purpose acquisition company with no operations ot
110、her than in connection with the selection,structuring and completion of the De-SPAC Transaction,it has neither customers nor suppliers.Key Relationships with its Employees,Customers and SuppliersAs the Company is a special purpose acquisition company with no operations other than in connection with
111、the selection,structuring and completion of the De-SPAC Transaction,it has neither customers nor suppliers in terms of business operation.As of December 31,2023,the Company had no full-time employees except senior management of the Company.Property,Plant and EquipmentAs of December 31,2023,the Compa
112、ny did not possess any property,plant or equipment.Share CapitalDetails of movements in the share capital of the Company during the Reporting Period are set out in Note 16 to the financial statements included in this annual report.DebenturesThe Company did not issue any debentures during the Reporti
113、ng Period.Distributable ReservesAs of December 31,2023,the Company did not have any distributable reserves.BorrowingsAs of December 31,2023,the Company had not recorded any bank and other interest-bearing borrowings.The Loan Facility provides the Company with a working capital credit line of up to H
114、K$10.0 million that it may draw upon if required.Any loans drawn under the Loan Facility will not bear any interest and will not be held in the Escrow Account.No amount had been drawn from the Loan Facility during the Reporting Period.Equity-linked AgreementsSave as disclosed in the section headed“T
115、erms of the Offering”of the Listing Document,the Company did not enter into any equity-linked agreements that will or may result in the Company issuing shares or that require the Company to enter into any agreements that will or may result in the Company issuing shares during the Reporting Period or
116、 subsisted at the end of the Reporting Period.14TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Share SchemesThe Company did not adopt any share schemes since the incorporation date of the Company.DirectorsThe Directors during the Reporting Period and up to the date of this report were:Executive
117、DirectorsMr.NI Zhengdong(Chairman)Mr.YE QingMr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengBiographical details of Directors are set out in the section headed“Director and Senior Management”of this annu
118、al report.Biographical Details of The Directors and the Senior ManagementBiographical details of the Directors and the senior management of the Group as at the date of this annual report are set out on pages 7 to 11 in the section headed“Directors and Senior Management”of this annual report.Pursuant
119、 to Rule 13.51B(1)of the Listing Rules,the changes in the information of the Directors from the date of the Companys 2023 interim report published on September 15,2023 to the date of this annual report are set out below:Mr.NI Zhengdong resigned as an independent non-executive director of GOGOX HOLDI
120、NGS LIMITED,a company listed on the Stock Exchange(stock code:2246)in December 2023.15TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Directors Service Contracts and Letters of AppointmentOn December 8,2022,each of the executive Directors entered into a service contract with the Company,and each
121、of the non-executive Director and independent non-executive Directors entered into a letter of appointment with the Company.The service contracts with each of the executive Directors are for an initial fixed term of three years commencing from the date of such service contract.The letters of appoint
122、ment with each of the non-executive Director and independent non-executive Directors are for an initial fixed term of three years commencing from the date of such letter of appointment.The service contracts and the letters of appointment are subject to termination in accordance with their respective
123、 terms or by either party giving to the other not less than three-month prior written notice.The appointment of the Directors is subject to the provisions of retirement and rotation of Directors under the Articles.Save as disclosed above,none of the Directors has entered,or has proposed to enter,int
124、o a service contract or letter of appointment with the Company that is not determinable by the Company within one year without the payment of compensation,other than statutory compensation.Directors Interests in Transactions,Arrangements or ContractsSave as disclosed in the section headed“Terms of t
125、he Offering”of the Listing Document,none of the Directors or their respective connected entities(as defined in the Listing Rules)had a material interest,either directly or indirectly,in any transaction,arrangement or contract of significance to which the Company was a party subsisting during or at t
126、he end of the Reporting Period.Contracts with PromotersDuring the Reporting Period,no contract had been entered into between the Company and the Promoters or any of their respective subsidiaries.Connected TransactionsDuring the Reporting Period,the Company had no connected transaction or continuing
127、connected transaction which should be disclosed pursuant to Chapter 14A of the Listing Rules.Related Party TransactionsDetails of the related party transactions of the Company for the Reporting Period are set out in Note 18 to the financial statements contained in this annual report.None of the rela
128、ted party transactions disclosed in Note 18 to the financial statements constitutes a connected transaction or continuing connected transaction which should be disclosed pursuant to the requirements in Chapter 14A of the Listing Rules.Management ContractsOther than the Directors service contracts an
129、d appointment letters as disclosed in this annual report,no contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Reporting Period.16TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Remuner
130、ation of Directors and Five Highest Paid IndividualsDuring the Reporting Period,no fees,salaries,housing allowances,other allowances,benefits in kind(including contributions to pension schemes)and bonuses were paid or payable by the Company to the Directors or other individuals.The executive Directo
131、rs and non-executive Director are not entitled to any remuneration from the Company.The independent non-executive Directors are entitled to receive a directors fee from the Company.None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Company to an
132、y of the Directors or other individuals as an inducement to join,or upon joining the Company,or as compensation for loss of office.Employees and Remuneration PolicyThe Company had no full-time employees and no staff cost has been recognized as expense of the Company during the Reporting Period.The e
133、xecutive Directors and non-executive Directors are not entitled to any remuneration from the Company.The remuneration package of the independent non-executive Directors are benchmarked against the remuneration for similar positions in the market.Environmental Policies and PerformanceIt is our corpor
134、ate and social responsibility in promoting a sustainable and environmental-friendly environment.We strive to minimize our environmental impact and to build our corporation in a sustainable way.The environmental,social and governance report of the Company prepared in accordance with Appendix C2(forme
135、rly known as Appendix 27)of the Listing Rules is set out in the section headed“Environmental,Social and Governance Report”of this annual report.Directors Interest in Competing BusinessDuring the Reporting Period,none of the Directors was interested in any business,apart from the Companys business,wh
136、ich competes or is likely to compete,either directly or indirectly,with the Companys business,which would require disclosure under Rule 8.10 of the Listing Rules.Directors and Chief Executives Interests in SecuritiesAs of December 31,2023,to the best knowledge of the Directors,the interest and/or sh
137、ort position(as applicable)of the Directors and chief executives of the Company in the Shares,underlying Shares or debentures of the Company or any interests and/or short positions(as applicable)in the shares,underlying shares or debentures of the Companys associated corporations(within the meaning
138、of Part XV of the SFO)which were required(a)to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the SFO);or(b)pursuant to Section 352 of the S
139、FO,to be entered in the register referred to therein;or(c)to be notified to the Company and the Stock Exchange pursuant to the Model Code,were as follows:17TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Interest in the CompanyName of Director/Chief ExecutiveCapacity/Nature of interestNumber ofSh
140、ares heldPercentage of interest in the relevant class(1)Percentage of Shareholding in the total issued share capital(1)Mr.NI Zhengdong(2)Interest in controlled corporation6,800,000 Class A Shares(L)6.79%5.44%10,000,000 Class B Shares(L)40.00%8.00%Mr.LI Zhu(3)Interest in controlled corporation3,400,0
141、00 Class A Shares(L)3.40%2.72%5,000,000 Class B Shares(L)20.00%3.99%Mr.LAU Wai Kit(4)Interest in controlled corporation850,000 Class A Shares(L)0.85%0.68%1,250,000 Class B Shares(L)5.00%1.00%The letter“L”denotes the persons long position in the Shares.(1)As of December 31,2023,the Company has issued
142、 a total number of 125,100,000 Shares,including 100,100,000 Class A Shares and 25,000,000 Class B Shares.(2)See notes(7),(8)and(9)under the section headed“Substantial Shareholders Interests and Short Positions in Shares and Underlying Shares”in this annual report for details.(3)See note(10)under the
143、 section headed“Substantial Shareholders Interests and Short Positions in Shares and Underlying Shares”in this annual report for details.(4)See note(11)under the section headed“Substantial Shareholders Interests and Short Positions in Shares and Underlying Shares”in this annual report for details.Sa
144、ve as disclosed above and to the best knowledge of the Directors,as of December 31,2023,none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the Shares,underlying Shares or debentures of the Company or any of its associated corporatio
145、ns(within the meaning of Part XV of the SFO)which would be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have taken under such provisions of the SFO);or whic
146、h would be required to be recorded in the register to be kept by the Company pursuant to Section 352 of the SFO,or which would be required,pursuant to the Model Code,to be notified to the Company and the Stock Exchange.18TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Substantial Shareholders Int
147、erests in SecuritiesAs of December 31,2023,to the best knowledge of the Directors,the following persons,other than Directors or chief executives of the Company,had interests and/or a short position(as applicable)in the Shares or underlying Shares of the Company which would fall to be disclosed to th
148、e Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:Name of shareholderCapacity/Nature of interestNumber of Shares held or interestedApproximate p
149、ercentage of the relevant class of Shares(1)Approximate percentage of the total issued Shares(1)Class A Shares(2)Fortune Opportunity FundBeneficial interest37,478,375(L)37.44%29.96%LOVING KING LIMITED(寧寶有限公司)(3)Beneficial interest18,805,875(L)18.79%15.03%ABCI Investment Management Limited (農銀國際投資管理
150、有限公司)(3)Interest in controlled corporation18,805,875(L)18.79%15.03%ABC International Holdings Limited(農銀國際控股有限公司)(3)Interest in controlled corporation18,805,875(L)18.79%15.03%Agricultural Bank of China Limited(中國農業銀行股份有限公司)(3)Interest in controlled corporation18,805,875(L)18.79%15.03%Central Huijin
151、Investment Ltd.(3)Interest in controlled corporation18,805,875(L)18.79%15.03%Fountainhead Partners Fund VCC sub fund CAPS FundBeneficial interest9,350,000(L)9.34%7.47%GOLDSTREAM CAPITAL MANAGEMENT LIMITEDInvestment manager10,803,375(L)10.79%8.64%19TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023N
152、ame of shareholderCapacity/Nature of interestNumber of Shares held or interestedApproximate percentage of the relevant class of Shares(1)Approximate percentage of the total issued Shares(1)CENTURY PRIVATE WEALTH MANAGEMENT PTE.LTD.Beneficial interest9,336,250(L)9.33%7.46%Cinda Sinorock Global Portfo
153、lio Limited Partnership I(4)Beneficial interest9,336,250(L)9.33%7.46%SinoRock Superior Growth Limited(4)Interest in controlled corporation9,336,250(L)9.33%7.46%Cinda Sino-Rock Investment Limited(4)Interest in controlled corporation9,336,250(L)9.33%7.46%Sino-Rock Investment Management Company Limited
154、(4)Interest in controlled corporation9,336,250(L)9.33%7.46%Innotek Resources Limited(4)Interest in controlled corporation9,336,250(L)9.33%7.46%CHINA CINDA(HK)ASSET MANAGEMENT CO.,LIMITED(4)Interest in controlled corporation9,336,250(L)9.33%7.46%CHINA CINDA(HK)HOLDINGS COMPANY LIMITED(4)Interest in c
155、ontrolled corporation9,336,250(L)9.33%7.46%China Cinda Asset Management Co.,Ltd(4)Interest in controlled corporation9,336,250(L)9.33%7.46%Sinostone Capital Management Company Limited(4)Investment manager9,336,250(L)9.33%7.46%United Strength Honor Limited(5)Beneficial interest7,590,000(L)7.58%6.07%20
156、TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Name of shareholderCapacity/Nature of interestNumber of Shares held or interestedApproximate percentage of the relevant class of Shares(1)Approximate percentage of the total issued Shares(1)Hony Capital Group Limited(5)Interest in controlled corpora
157、tion7,590,000(L)7.58%6.07%Hony Group Management Limited(5)Interest in controlled corporation7,590,000(L)7.58%6.07%Hony Managing Partners Limited(5)Interest in controlled corporation7,590,000(L)7.58%6.07%Exponential Fortune Group Limited(5)Interest in controlled corporation7,590,000(L)7.58%6.07%Zhao
158、John Huan(5)Interest in controlled corporation7,590,000(L)7.58%6.07%CNCB AM TS(6)Beneficial interest5,950,000(L)5.94%4.76%CNCB Capital(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CNCB Investment(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Bank(6)Interest in controll
159、ed corporation5,950,000(L)5.94%4.76%CITIC Financial Holdings(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Corporation Limited(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Limited(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Polaris Limited(6)I
160、nterest in controlled corporation5,950,000(L)5.94%4.76%CITIC Glory Limited(6)Interest in controlled corporation5,950,000(L)5.94%4.76%CITIC Group Corporation Limited(6)Interest in controlled corporation5,950,000(L)5.94%4.76%21TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Name of shareholderCapac
161、ity/Nature of interestNumber of Shares held or interestedApproximate percentage of the relevant class of Shares(1)Approximate percentage of the total issued Shares(1)Class B SharesCNCB AM TS(6)Beneficial interest8,750,000(L)35.00%6.99%CNCB Capital(6)Interest in controlled corporation8,750,000(L)35.0
162、0%6.99%CNCB Investment(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Bank(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Financial Holdings(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Corporation Limited(6)Interest in controlled corporation8,
163、750,000(L)35.00%6.99%CITIC Limited(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Polaris Limited(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Glory Limited(6)Interest in controlled corporation8,750,000(L)35.00%6.99%CITIC Group Corporation Limited(6)Interest in
164、controlled corporation8,750,000(L)35.00%6.99%ZCL TechStar(7)Beneficial interest3,750,000(L)15.00%3.00%Zero2IPO Capital(7)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO International Holdings Limited(7)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO Investment Man
165、agement Limited(7)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO Holdings(7)Interest in controlled corporation3,750,000(L)15.00%3.00%22TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Name of shareholderCapacity/Nature of interestNumber of Shares held or interestedApproximate pe
166、rcentage of the relevant class of Shares(1)Approximate percentage of the total issued Shares(1)JQ Brothers Ltd.(7)Interest in controlled corporation3,750,000(L)15.00%3.00%Zero2IPO Acquisition(8)Beneficial interest3,750,000(L)15.00%3.00%Zero2IPO HK(8)Interest in controlled corporation3,750,000(L)15.0
167、0%3.00%Zero2IPO Group(8)Interest in controlled corporation3,750,000(L)15.00%3.00%Rivulet Valley(9)Beneficial interest2,500,000(L)10.00%2.00%INNO SPAC(10)Beneficial interest35,000,000(L)20.00%3.99%Waterwood Acquisition(11)Beneficial interest1,250,000(L)5.00%1.00%The letter“L”denotes the persons long
168、position in the Shares.(1)As of December 31,2023,the Company has issued a total number of 125,100,000 Shares,including 100,100,000 Class A Shares and 25,000,000 Class B Shares.(2)Represents interest in the underlying Class A Shares of the Promoter Warrants.On the basis of a cashless exercise of the
169、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 of 17,000,000 Class A Shares in the aggregate,representing approximately 13.59%of the tot
170、al Shares in issue as of December 31,2023.(3)LOVING KING LIMITED is wholly owned by ABCI Investment Management Limited,which is in turn wholly owned by ABC International Holdings Limited.ABC International Holdings Limited is wholly owned by Agricultural Bank of China Limited,which is in turn control
171、led by and owned as to approximately 40.03%by Central Huijin Investment Ltd.(4)Cinda Sinorock Global Portfolio Limited Partnership I is owned as to 55.01%and 44.99%by Cinda Sino-Rock Investment Limited and Innotek Resources Limited,respectively.Cinda Sino-Rock Investment Limited is wholly owned by S
172、ino-Rock Investment Management Company Limited.Innotek Resources Limited is wholly owned by CHINA CINDA(HK)ASSET MANAGEMENT CO.,LIMITED,which is in turn wholly owned by CHINA CINDA(HK)HOLDINGS COMPANY LIMITED.CHINA CINDA(HK)HOLDINGS COMPANY LIMITED is wholly owned by China Cinda Asset Management Co.
173、,Ltd.SinoRock Superior Growth Limited and Sinostone Capital Management Company Limited are the general partner and investment manager of Cinda Sinorock Global Portfolio Limited Partnership I respectively.(5)United Strength Honor Limited is wholly owned by Hony Capital Group Limited,which is in turn
174、wholly owned by Hony Group Management Limited.Hony Group Management Limited is owned as to 80%by Hony Managing Partners Limited,which is in turn wholly owned by Exponential Fortune Group Limited.Exponential Fortune Group Limited is owned as to 49%by Mr.Zhao John Huan.23TECHSTAR ACQUISITION CORPORATI
175、ON ANNUAL REPORT 2023(6)CNCB AM TS is wholly owned by CNCB Capital,which is in turn wholly owned by CNCB Investment.CNCB Investment is wholly owned by CITIC Bank,a company listed on the Shanghai Stock Exchange(stock code:601998)and the Stock Exchange(stock code:0998).Each of CNCB Capital,CNCB Invest
176、ment and CITIC Bank is deemed to be interested in the Promoter Warrants and Class B Shares held by CNCB AM TS.As of the December 31,2023,CITIC Bank was directly owned as to 64.14%by CITIC Financial Holdings,a wholly-owned subsidiary of CITIC Corporation Limited;and CITIC Limited and its subsidiaries
177、(including CITIC Corporation Limited and CITIC Financial Holdings)collectively held 65.93%of CITIC Banks total shares.CITIC Corporation Limited is wholly owned by CITIC Limited,a company listed on the Stock Exchange(stock code:0267),which is in turn owned as to 27.52%by CITIC Polaris Limited and as
178、to 25.60%by CITIC Glory Limited.Each of CITIC Polaris Limited and CITIC Glory Limited is wholly owned by CITIC Group Corporation Limited.(7)ZCL TechStar is wholly owned by Zero2IPO Capital,which is in turn wholly owned by Zero2IPO International Holdings Limited.Zero2IPO International Holdings Limite
179、d is wholly owned by Zero2IPO Investment Management Limited,which is a wholly-owned subsidiary of Zero2IPO Holdings,a company listed on the Stock Exchange(stock code:1945).As of December 31,2023,Mr.NI Zhengdong,through JQ Brothers Ltd.,a company wholly-owned by Mr.NI Zhengdong,held approximately 47.
180、04%of the total issued share capital of Zero2IPO Holdings.Each of Zero2IPO Capital,Zero2IPO International Holdings Limited,Zero2IPO Investment Management Limited,Zero2IPO Holdings,JQ Brothers Ltd.and Mr.Ni is deemed to be interested in the Promoter Warrants and Class B Shares held by ZCL TechStar.(8
181、)Zero2IPO Acquisition is wholly owned by Zero2IPO HK,which is a wholly-owned subsidiary of Zero2IPO Group,which is in turn controlled by and owned as to approximately 54.93%by Mr.NI Zhengdong.Each of Zero2IPO HK,Zero2IPO Group and Mr.Ni is deemed to be interested in the Promoter Warrants and Class B
182、 Shares held by Zero2IPO Acquisition.(9)Rivulet Valley is wholly owned by Mr.NI Zhengdong.Mr.Ni is deemed to be interested in the Promoter Warrants and Class B Shares held by Rivulet Valley.(10)INNO SPAC is wholly owned by Mr.LI Zhu.Mr.Li is deemed to be interested in the Promoter Warrants and Class
183、 B Shares held by INNO SPAC.(11)Waterwood Acquisition is wholly owned by Mr.LAU Wai Kit.Mr.Lau is deemed to be interested in the Promoter Warrants and Class B Shares held by Waterwood Acquisition.Save as disclosed above and to the best knowledge of the Directors,as of December 31,2023,the Directors
184、are not aware of any other person(other than the Directors or chief executives of the Company)who had an interest and/or short position(as applicable)in the Shares or underlying Shares of the Company which would be required to be notified to the Company and the Stock Exchange under the provisions of
185、 Divisions 2 and 3 of Part XV of the SFO or which would be required to be recorded in the register to be kept by the Company pursuant to Section 336 of the SFO.Directors Rights to Acquire Shares or DebenturesSave as disclosed in the section headed“Terms of the Offering”of the Listing Document,during
186、 the Reporting Period,the Company was not a party to any arrangement that would enable the Directors to acquire benefits by means of acquisition of the shares in,or debt securities including debentures of,the Company or any other body corporate.Purchase,Sale or Redemption of the Companys Listed Secu
187、ritiesDuring the Reporting Period,the Company had not purchased,sold or redeemed any of its Listed Securities.24TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Use of Proceeds from the OfferingProceeds from the OfferingThe Company received gross proceeds from the Offering of approximately HK$1,00
188、1.0 million.All of the gross proceeds from the Offering were held in the Escrow Account domiciled in Hong Kong in the form of cash or cash equivalents in compliance with the Listing Rules and guidance letters published by the Stock Exchange.For the avoidance of doubt,the gross proceeds from the Offe
189、ring held in the Escrow Account do not include the proceeds from the issuance of the Class B Shares or the sale of the Promoter Warrants.The monies held in the Escrow Account(including any interest and other income earned on the funds held in the Escrow Account)are held on trust for the Company and
190、the Class A Shareholders and must not be released to any person other than to:(i)complete the De-SPAC Transaction;(ii)meet the redemption requests of Class A Shareholders in connection with a shareholder vote to(a)approve the De-SPAC Transaction,(b)modify the timing of our obligation to announce a D
191、e-SPAC Transaction within 24 months of the Listing Date or complete the De-SPAC Transaction within 36 months of the Listing Date,or(c)approve our continuation following a material change in the Promoters or the Directors as provided for in the Listing Rules;(iii)return funds to Class A Shareholders
192、upon the suspension of trading of the Class A Shares and the Listed Warrants;or(iv)return funds to Class A Shareholders upon the liquidation or winding up of the Company.Upon completion of the De-SPAC Transaction,the funds held in the Escrow Account will be released and used to pay(in order of prior
193、ity),amounts due to Class A Shareholders who exercise their redemption rights,all or a portion of the consideration payable to the De-SPAC Target or owners of the De-SPAC Target,any loans drawn under the Loan Facility,and other expenses associated with completing the De-SPAC Transaction.During the R
194、eporting Period,the Company has not utilized any of the gross proceeds raised from the Offering.There has been no change in the intended use of gross proceeds as previously disclosed in the Listing Document.Proceeds from the Sale of the Promoter Warrants and the Issuance of the Class B SharesThe Com
195、pany received gross proceeds from the sale of the Promoter Warrants of approximately HK$40.0 million and proceeds from the issuance of the Class B Shares of approximately HK$2,500.0.The gross proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares are held outside of t
196、he Escrow Account.During the period from the Listing Date to December 31,2022,among the gross proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares,approximately HK$20.0 million were used to settle the underwriting commission in connection with the Offering,approxima
197、tely HK$13.5 million were used to settle the Offering-related expenses,and approximately HK$0.1 million were used to fund the Companys working capital requirements.As of January 1,2023,the unutilized proceeds from the sale of the Promoter Warrants and the issuance of the Class B Shares is approximat
198、ely HK$6.4 million.25TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023During the Reporting Period,approximately HK$3.6 million were used to settle the incurred expenses(including legal,financial reporting,accounting and audit compliance,etc.)related to the mandatory compliance as a listed company;
199、and the remaining proceeds in the amount of approximately HK$2.8 million will be used for working capital purposes,including the expenses of sourcing and negotiating a De-SPAC Transaction and the expenses related to the mandatory compliance as a listed company.Legal Proceedings and ComplianceThe Com
200、pany may from time to time be involved in contractual or other disputes or legal proceedings arising out of the ordinary course of business or pursuant to governmental or regulatory enforcement actions.During the Reporting Period,the Company was not involved in any material non-compliance incidents
201、that have led to fines,enforcement actions,or other penalties that could,individually or in the aggregate,have a material adverse effect on the Companys business,financial condition or results of operations.Final DividendAs disclosed in the Listing Document,the Company will not pay any cash dividend
202、 prior to the completion of a De-SPAC Transaction.The Board has resolved not to recommend payment of any final dividend for the Reporting Period.Annual General MeetingThe AGM will be held on May 31,2024.A notice convening the AGM will be published on the website of the Stock Exchange(www.hkexnews.hk
203、)and the website of the Company ()in accordance with the requirements of the Listing Rules in due course.Closure of Register of MembersFor determining the entitlement of Shareholders to attend and vote at the AGM,the register of members of the Company will be closed from Tuesday,May 28,2024 to Frida
204、y,May 31,2024,both days inclusive,during which period no transfer of Shares will be registered.In order to be eligible to attend and vote at the AGM,all share transfer documents accompanied by the corresponding share certificates must be lodged with the Companys branch share registrar and transfer o
205、ffice in Hong Kong,Tricor Investor Services Limited,at 17/F,Far East Finance Centre,16 Harcourt Road,Hong Kong for registration no later than 4:30 p.m.(Hong Kong time)on Monday,May 27,2024.Pre-emptive RightsThere are no provisions for pre-emptive rights under the Articles of Association or the laws
206、of the Cayman Islands which would oblige the Company to offer new shares on a pro-rata basis to the existing Shareholders.Tax Relief and ExemptionThe Directors are not aware of any tax relief and exemption available to the Shareholders by reason of their holding of the Companys Listed Securities.If
207、any of the Shareholders is unsure about the taxation implications of purchasing,holding,disposing of,dealing in,or the exercise of any rights in relation to the Shares,he or she is advised to consult an expert.26TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Indemnity of DirectorsUnder the Artic
208、les of Association,every Director or other officers of the Company acting in relation to any of the affairs of the Company shall be entitled to be indemnified against all actions,costs,charges,losses,damages and expenses which he may incur or sustain in or about the execution of his duties in his of
209、fice.The Company has arranged appropriate insurance cover in respect of legal action against its Directors and officers.Sufficiency of Public FloatAccording to the information that is publicly available to the Company and within the knowledge of the Directors,as of the date of this report,the Compan
210、y has maintained the amount of public float as required under the Listing Rules.AuditorBDO Limited was appointed as the auditor during the Reporting Period.The financial statements of the Company for the Reporting Period have been audited by BDO Limited.There was no change of auditor of the Company
211、since the Listing Date.BDO Limited shall retire at the AGM and,being eligible,will offer itself for re-appointment.A resolution for the re-appointment of BDO Limited as the auditors of the Company will be proposed at the AGM.DonationDuring the Reporting Period,the Company made no charitable donation
212、s.Corporate GovernanceThe Company is committed to maintaining high standards of corporate governance practices.Detailed information on the corporate governance practices adopted by the Company is set out in the section headed“Corporate Governance Report”of this annual report.Events After the Reporti
213、ng PeriodAs of the date of this report,there has been no significant event since the end of the Reporting Period that is required to be disclosed by the Company.AppreciationOn behalf of the Board,I would like to express our sincere gratitude to the stakeholders of the Company for their continuous su
214、pport,and management team for their diligence,dedication and integrity.By order of the Board of DirectorsTechStar Acquisition CorporationMr.NI ZhengdongChairmanHong KongMarch 15,202427TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023CORPORATE GOVERNANCE REPORTThe Board is pleased to present the co
215、rporate governance report of the Company for the Reporting Period.Corporate Governance PracticesThe Company is committed to maintaining high standards of corporate governance to safeguard the interests of Shareholders and to enhance corporate value and accountability.The Company has adopted the code
216、 provisions of the CG Code as set out in Appendix C1 to the Listing Rules as its own code of corporate governance.Save as disclosed in this corporate governance report,the Company has complied with all the applicable code provisions of the CG Code during the Reporting Period.Cultures and ValuesA hea
217、lthy corporate culture across the Company is integral to attain its vision and strategy.It is the Boards role to foster a corporate culture and to ensure that the Companys vision and business strategies are aligned to it.The Company strives to maintain high standards of business ethics and corporate
218、 governance across all its activities and operations.The Directors and management of the Company are all required to act lawfully,ethically and responsibly.The Company will continuously review and adjust,if necessary,its business strategies and keep track of the changing market conditions to ensure
219、prompt and proactive measures will be taken to respond to the changes and meet the market needs to achieve business objectives,while having due considerations from environment,social and governance aspects.The BoardResponsibilitiesThe Board is responsible for the overall leadership of the Company,ov
220、ersees the Companys strategic decisions and monitors business and performance.The Board has delegated the authority and responsibility for day-to-day management and operation of the Company to the senior management of the Company.To oversee particular aspects of the Companys affairs,the Board has es
221、tablished three Board committees including the Audit Committee,the Nomination Committee and the Remuneration Committee.The Board has delegated to these Board committees responsibilities as set out in their respective terms of reference.All Directors shall ensure that they carry out their duties in g
222、ood faith,in compliance with applicable laws and regulations,and in the interests of the Company and its Shareholders at all times.The Company has arranged appropriate insurance coverage in respect of liability arising from legal action against the Directors,and will conduct annual review on such in
223、surance coverage.28TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Board CompositionThe current composition of the Board is as follows:Executive DirectorsMr.NI Zhengdong(Chairman and co-chief executive officer)Mr.YE Qing(Co-chief executive officer)Mr.LI ZhuMr.CHEN YaochaoMs.JIANG JunNon-executive
224、 DirectorMr.LAU Wai KitIndependent Non-executive DirectorsMr.ZHANG MinMr.XUE LinnanDr.LI WeifengThe biographies of the Directors are set out under the section headed“Directors and Senior Management”of this annual report.During the Reporting Period,the Board has met the requirements of Rules 3.10(1)a
225、nd 3.10(2)of the Listing Rules relating to the appointment of at least three independent non-executive Directors with at least one possessing appropriate professional qualifications or accounting or related financial management expertise.The Company has also complied with Rule 3.10A of the Listing R
226、ules,which relates to the appointment of independent non-executive Directors representing one-third of the Board.Each of the independent non-executive Directors has confirmed his/her independence as set out in Rules 3.13 of the Listing Rules,and the Company considers each of them to be independent.S
227、ave as disclosed in the biographies of the Directors as set out in the section headed“Directors and Senior Management”of this annual report,none of the Directors has any personal relationship(including financial,business,family or other material/relevant relationship)with any other Directors or chie
228、f executives.Board Diversity PolicyThe Company believes that the diversity of Board members will be immensely beneficial for the enhancement of the Companys performance.Therefore,the Company has adopted a board diversity policy(the“Board Diversity Policy”)to ensure that the Company will,when determi
229、ning the composition of the Board,consider Board diversity in terms of,among other things,gender,skills,age,professional experience,knowledge,culture,education background and length of service.All Board appointments will be based on merits,and candidates will be considered against objective criteria
230、,having due regard for the benefits of diversity of the Board.29TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023As of December 31,2023,the diversity profile of the Board is analyzed as follows:The Directors have a balanced mix of experiences,including overall management,business development,legal
231、,and finance experiences.The Board has also maintained a gender balance with one female Director and eight male Directors.Furthermore,the age of the Directors ranges from 39 years old to 61 years old.The education background of the Directors includes engineering,computer science,economics,taxation,g
232、eography and business administration to law,with degrees awarded by education institutions in the PRC,Hong Kong and the United States.At present,the Nomination Committee considered that the Board is sufficiently diverse.To ensure there is gender diversity on the Board,the Board has set a target that
233、 there must be at least one Director of different gender on the Board at all times.The Nomination Committee will review the Board Diversity Policy and evaluate the implementation of the Board Diversity Policy from time to time to ensure its continued effectiveness.Gender DiversityThe Company has bee
234、n committed to the gender diversity of all employees(including senior management),and strives to achieve gender equality among the employees.The Board has maintained a gender balance with one female Director and eight male Directors.As the Company is a special purpose acquisition company with no ope
235、rations other than in connection with the selection,structuring and completion of the De-SPAC Transaction,the Company had no full-time employees except senior management of the Company,of which no senior management members were female as of December 31,2023.The Company will continue to take steps to
236、 promote gender diversity at all levels of the Company,including but not limited to the Board and the senior management levels.Board IndependenceThe Company recognizes that independence of the Board is a key element of good corporate governance.The Company has established effective mechanisms,includ
237、ing but not limited to entitling the Board and the Board committees to seek independent professional advice on matters relating to the Company where appropriate at the Companys expense,to ensure independent views and input are available to the Board.The Company has also established channels through
238、formal and informal means whereby the independent non-executive Directors can express their views.The Board has reviewed the implementation of the mechanisms in relation to the Board independence and considered it to be effective during the Reporting Period.The Board will continue to review the impl
239、ementation and effectiveness of such mechanism on an annual basis.Induction and Continuous Professional DevelopmentAll newly appointed Directors would be provided with necessary induction and information to ensure that they have a proper understanding of the Companys operations and businesses as wel
240、l as their responsibilities under relevant statutes,laws,rules and regulations.In accordance with code provision C.1.4 of the CG Code with regards to continuous professional development,Directors should participate in appropriate continuous professional development to develop and refresh their knowl
241、edge and skills to ensure that their contribution to the Board remains informed and relevant.Internally facilitated briefings for the Directors will be arranged and reading material on relevant topics will be provided to the Directors where appropriate.The Company also arranges regular trainings to
242、provide the Directors with updates on latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time.The Directors are also provided with regular updates on the Companys performance,position and prospects to enable the Board as a whole and
243、each Director to discharge their duties.30TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023The Company encourages continuous professional development training for all the Directors to develop and refresh their knowledge and skills.During the Reporting Period,the Company organized a training sessio
244、n and attended by all the Directors.The training session covered a wide range of relevant topics including Directors duties and responsibilities,corporate governance and update of Listing Rules requirements.The training records of the Directors during the Reporting Period are summarized as follows:D
245、irectorsType of TrainingNoteExecutive DirectorsMr.NI ZhengdongA,BMr.YE QingA,BMr.LI ZhuA,BMr.CHEN YaochaoA,BMs.JIANG JunA,BNon-executive DirectorMr.LAU Wai KitA,BIndependent Non-executive DirectorsMr.ZHANG MinA,BMr.XUE LinnanA,BDr.LI WeifengA,BNote:Types of TrainingA:Attending training sessions,incl
246、uding but not limited to briefings,seminars,conferences and workshopsB:Reading relevant news alerts,newspapers,journals,magazines and relevant publicationsChairman and Chief Executive OfficerPursuant to code provision C.2.1 of the CG Code,companies listed on the Stock Exchange are expected to comply
247、 with,but may choose to deviate from the requirement that the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual.Mr.NI Zhengdong currently serves as the chairman of the Board and co-chief executive officer of
248、the Company.The Board considers that,in view of his experience,personal profile and roles in the Promoters,Mr.NI Zhengdong is instrumental to the Companys business direction and identification of strategic opportunities and focus.The Board also believes that the combined role of chairman and co-chie
249、f executive officer can promote the effective execution of strategic initiatives and facilitate the flow of information between management and the Board.The balance of power and authority is not impaired due to this arrangement.In addition,Mr.YE Qing was also appointed as the co-chief executive offi
250、cer of the Company who is responsible for the formulation of the business direction and management of the Company,and all major decisions are made in consultation with members of the Board,including the relevant Board committees and three independent non-executive Directors.In light of the above,the
251、 Board considers that the deviation from code provision C.2.1 of the CG Code is appropriate in the circumstances of the Company.31TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Appointment and Re-Election of DirectorsOn December 8,2022,each of the executive Directors entered into a service contr
252、act with the Company,and each of the non-executive Director and independent non-executive Directors entered into letters of appointment with the Company.The service contracts with each of the executive Directors are for an initial fixed term of three years commencing from the date of such service co
253、ntract.The letters of appointment with each of the non-executive Director and independent non-executive Directors are for an initial fixed term of three years commencing from the date of such letter of appointment.The service contracts and the letters of appointment are subject to termination in acc
254、ordance with their respective terms or by either party giving to the other not less than three-month prior written notice.The appointment of the Directors is subject to the provisions of retirement and rotation of Directors under the Articles.The Board shall have power at any time and from time to t
255、ime to appoint any person to be a Director,either to fill a casual vacancy or as an addition to the existing Directors.Any Director so appointed shall hold office only until first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting,b
256、ut shall not be taken into account in determining the number of Directors and which Directors are to retire by rotation at such meeting.At every annual general meeting of the Company one-third of the Directors for the time being,or,if their number is not three or a multiple of three,then the number
257、nearest to,but not less than,one-third,shall retire from office by rotation,provided that every Director(including those appointed for a specific term)shall be subject to retirement by rotation at least once every three years.A retiring Director shall retain office until the close of the meeting at
258、which he retires and shall be eligible for re-election thereat.The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.The procedures and process of appointment,re-election and removal of Directors are s
259、et out in the Articles of Association.The Board has delegated certain of its responsibilities and authority for selection and nomination of Directors to the Nomination Committee.The Nomination Committee is responsible for reviewing the Boards composition,and for making recommendations to the Board o
260、n the appointment,re-election and succession planning of Directors,and the Board will determine the relevant matters after taking into account of the recommendations.Nomination PolicyThe Company has adopted a director nomination policy which is contained in the terms of reference of the Nomination C
261、ommittee that sets out the selection criteria and process in relation to nomination of Directors and aims to ensure that the Board has a balance of skills,experience and diversity of perspectives appropriate to the Company and the continuity of the Board and appropriate leadership at Board level.The
262、 director nomination policy sets out the factors for assessing the suitability and the potential contribution to the Board of a proposed candidate,including but not limited to gender,age,cultural and educational background,professional experience or diversity needed in the future,and,in the light of
263、 this evaluation,prepare a description of the role and capabilities required for a particular appointment.In identifying suitable candidates,the Nomination Committee shall:(i)use open advertising or the services of external advisors to facilitate the search;(ii)consider candidates from a wide range
264、of backgrounds;and(iii)consider candidates on merit and against objective criteria,taking care that appointees have enough time available to devote to the position.During the Reporting Period,the retired and re-elected Directors nominated by the Nomination Committee and recommended by the Board were
265、 subject to a stringent nomination process in accordance with the director nomination policy and the Board Diversity Policy,to ensure the Board possesses the necessary skills,experience and knowledge in alignment with the Companys strategy.The Nomination Committee will review the director nomination
266、 policy,as appropriate,to ensure its effectiveness.32TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Nomination ProceduresSubject to the Articles of Association,the following nomination procedures should be followed:(1)the Nomination Committee shall review the structure,size,composition(including
267、 the skills,knowledge and experience)and diversity(including but not limited to gender,age,cultural and educational background,ethnicity,professional experience,required expertise,skills,knowledge and length of service)of the Board at least annually and making recommendations on any proposed changes
268、 to the Board to complement the Companys corporate strategy;(2)the Nomination Committee shall make recommendations to the Board on the appointment or re-appointment of Directors and succession plans for Directors,in particular the chairman and the chief executive officer.The Nomination Committee sha
269、ll make recommendations on appointment of Directors with due regard to the diversity policy of the Company and in accordance with the challenges and opportunities faced by the Company;(3)the Nomination Committee shall identify individuals suitably qualified to become Board members and select or make
270、 recommendations to the Board on the selection of individuals nominated for directorship.In identifying suitable candidates,the Nomination Committee shall consider candidates on merit and against the objective criteria,with due regard for the benefits of diversity on the Board;(4)the Nomination Comm
271、ittee shall before making any appointment recommendations to the Board,evaluate the balance of Directors based on(including but not limited to)gender,age,cultural and educational background,professional experience or diversity needed in the future,and,in the light of this evaluation,prepare a descri
272、ption of the role and capabilities required for a particular appointment;(5)the Board shall deliberate and decide on the appointment based on the recommendation of the Nomination Committee;(6)appointments of Directors should be confirmed by a letter of appointment or Director service agreement,as ap
273、propriate,setting out the key terms and conditions of the appointment of Directors;(7)pursuant to Rule 13.74 of the Listing Rules,where shareholders are required to vote on electing or re-electing Directors,the circular accompanying the notice of the relevant general meeting should include all infor
274、mation of the candidates required under Rule 13.51(2)of the Listing Rules;(8)a shareholder shall be entitled to serve a notice to the company secretary within the lodgment period of its intention to propose a resolution to elect a person as a Director,without recommendation of the Board or nominatio
275、n of the Nomination Committee,other than those candidates set out in the shareholder circular.The particulars of the candidates proposed shall be sent to all shareholders for information by a supplementary circular;(9)a candidate shall be entitled to withdraw his/her candidature at any time before t
276、he general meeting by serving a notice,in writing,to the company secretary;and(10)the Board shall have the final decision on matters relating to its recommendation of candidates to stand for election at any general meeting.33TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Board MeetingsThe Compan
277、y adopts the practice of holding Board meetings regularly,at least four times a year,and at approximately quarterly intervals.Notices of no less than fourteen days are given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a
278、regular meeting.For other Board meetings and Board committee meetings,reasonable notice is generally given by the Company.The agenda and accompanying Board papers are dispatched at least three days before the Board meetings or Board committee meetings to ensure that the Directors have sufficient tim
279、e to review the papers and be adequately prepared for the meetings.When Directors or the Board committee members are unable to attend a meeting,they will be advised of the matters to be discussed and given an opportunity to make their views known to the chairman prior to the meeting.Minutes of meeti
280、ngs shall be kept by the company secretary with copies circulated to all Directors for information and records.Minutes of the Board meetings and Board committee meetings are recorded in sufficient detail on the matters considered by the Board and the Board committees and the decisions reached,includ
281、ing any concerns raised by the Directors.Draft minutes of each Board meeting and Board committee meeting are/will be sent to the Directors for comments within a reasonable time after the date on which the meeting is held.The minutes of the Board meetings are open for inspection by all Directors.Duri
282、ng the Reporting Period,four Board meetings and one general meeting of the Company were held.The attendance of the individual Directors at these meetings is set out in the table below:Attended/Eligible to attendName of DirectorBoard MeetingsGeneral MeetingMr.NI Zhengdong4/41/1Mr.YE Qing4/41/1Mr.LI Z
283、hu4/41/1Mr.CHEN Yaochao4/41/1Ms.JIANG Jun4/41/1Mr.LAU Wai Kit4/41/1Mr.ZHANG Min4/40/1Mr.XUE Linnan4/40/1Dr.LI Weifeng4/40/134TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Compliance with the Model CodeThe Company has adopted the Model Code as set out in Appendix C3(formerly known as Appendix 10
284、)of the Listing Rules as the code of conduct regarding securities transactions by the Directors.Further,pursuant to the Listing Rules,the Company and the Promoters and their respective directors and employees,and each of their close associates,are prohibited from dealing in any of the Listed Securit
285、ies of the Company(including the Class A Shares and Listed Warrants)prior to the completion of a De-SPAC Transaction.Having made specific enquiries of all Directors,each of the Directors has confirmed that he or she has complied with the requirements as set out in the Model Code during the Reporting
286、 Period.Delegation by the BoardThe Board reserves for its decision on all major matters of the Company,including:approval and monitoring of all policy matters,overall strategies and budgets,internal control and risk management systems,material transactions(in particular those that may involve confli
287、ct of interests),financial information,appointment of Directors and other significant financial and operational matters.Directors could have recourse to seek independent professional advice in performing their duties at the Companys expense.The daily management,administration and operation of the Co
288、mpany are delegated to the senior management of the Company.The delegated functions and responsibilities are periodically reviewed by the Board.Approval has to be obtained from the Board prior to any significant transactions entered into by the management.Corporate Governance FunctionsThe Board is r
289、esponsible for performing the functions set out in code provision A.2.1 of the CG Code.The Board confirmed that corporate governance should be the collective responsibility of the Directors,which includes:(a)to review and monitor the Companys policies and practices in compliance with legal and regul
290、atory requirements;(b)to review and monitor the training and continuous professional development of the Directors and senior management;(c)to develop,review and monitor the codes of conduct and compliance manuals applicable to employees and the Directors;(d)to develop and review the Companys corpora
291、te governance policies and practices,make recommendations and report on related issues to the Board;and(e)to review the Companys compliance with the CG Code and disclosure in the Corporate Governance Report.35TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Board CommitteesThe Company has establis
292、hed three committees under the Board pursuant to the corporate governance practice requirements under the Listing Rules,including the Audit Committee,the Remuneration Committee and the Nomination Committee.Audit CommitteeThe Audit Committee comprises three independent non-executive Directors,namely
293、Mr.XUE Linnan,Mr.ZHANG Min and Dr.LI Weifeng,with Mr.XUE Linnan being the chairman of the Audit Committee.The primary duties of the Audit Committee are to assist the Board in discharging its statutory duties and responsibilities relating to accounting and reporting practices of the Company,review an
294、d supervise the financial reporting process and review the financial information of the Company,consider issues relating to the external auditors and their appointment,and review the internal control and risk management systems of the Company.The terms of reference of the Audit Committee are availab
295、le on the websites of the Stock Exchange and the Company.The Audit Committee has reviewed together with the management the accounting principles and policies adopted by the Company and the financial statements of the Company for the Reporting Period.The Audit Committee considered that the annual res
296、ults of the Company are in compliance with the applicable accounting standards,laws and regulations,and the Company has made appropriate disclosures thereof.During the Reporting Period,the Audit Committee held two meetings to discuss and consider the following:(i)reviewing the annual financial state
297、ments,annual results announcement and annual report of the Group for the year ended December 31,2022,and the interim financial statements,interim results announcement and interim report of the Group for the six months ended June 30,2023;(ii)recommending to the Board on the appointment of the auditor
298、 of the Company for the fiscal year ended December 31,2023 and reviewing the report on the 2023 audit plan;and(iii)reviewing the Companys financial reporting process,risk management,internal control system and internal audit function,etc.During the Reporting Period,the attendance record of the Audit
299、 Committee members at the meeting is set out in the table below.Name of committee memberAttended/Eligible to attendMr.XUE Linnan2/2Mr.ZHANG Min2/2Dr.LI Weifeng2/236TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Nomination CommitteeThe Nomination Committee comprises an executive Director,namely M
300、r.NI Zhengdong,and two independent non-executive Directors,namely Dr.LI Weifeng and Mr.ZHANG Min,with Mr.NI Zhengdong being the chairman of the Nomination Committee.The primary duties of the Nomination Committee are to review structure,size and composition of the Board,review the policy of diversity
301、 of Board members,identify individuals who are qualified to become members of the Board and make recommendations to the Board on the selection of individuals nominated for directorship,assess the independence of the independent directors and make recommendations to the Board on the appointment and r
302、e-appointment of Directors and succession planning for Directors.In recommending candidates for appointment to the Board,the Nomination Committee will consider candidates on merit against objective criteria in accordance with the director nomination policy adopted by the Company and with due regards
303、 to the benefits of diversity on the Board in accordance with the Board Diversity Policy adopted by the Company.Diversity of the Board will be considered from a number of perspectives,including but not limited to gender,age,cultural and educational background,ethnicity,geographical location,professi
304、onal experience,skills,knowledge,length of service,regulatory requirements and the legitimate interests of the Companys shareholders.The recommendations of the Nomination Committee will then be put to the Board for decision.The terms of reference of the Nomination Committee are available on the webs
305、ites of the Stock Exchange and the Company.During the Reporting Period,the Nomination Committee held two meetings to discuss and consider the following:(i)the Directors nomination policy and the structure,number and composition(including the skills,knowledge,experience and diversity)of the Board;(ii
306、)Board Diversity Policy;(iii)the independence of independent non-executive Directors;and(iv)the retiring and re-election of Directors,etc.During the Reporting Period,the attendance record of the Nomination Committee members at the meeting is set out in the table below.Name of committee memberAttende
307、d/Eligible to attendMr.NI Zhengdong2/2Dr.LI Weifeng2/2Mr.ZHANG Min2/237TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023Remuneration CommitteeThe Remuneration Committee comprises an executive Director,namely Mr.LI Zhu and two independent non-executive Directors,namely Dr.LI Weifeng and Mr.ZHANG Mi
308、n,with Dr.LI Weifeng being the chairman of the Remuneration Committee.The primary duties of the Remuneration Committee are to make recommendations to the Board on the Companys policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transp
309、arent procedure for developing remuneration policy,review and approve the managements remuneration proposals,and make recommendations to the Board on the remuneration packages of individual executive Directors and senior management and the remuneration of non-executive Directors.The terms of referen
310、ce of the Remuneration Committee are available on the websites of the Stock Exchange and the Company.During the Reporting Period,the Remuneration Committee held two meetings to discuss and consider the following:(i)reviewing and making recommendation to the Board on the remuneration policy and the r
311、emuneration packages of the Directors and senior management,and(ii)reviewing and approving the remuneration structure adjustment of the management and executive Directors.During the Reporting Period,the attendance record of the Remuneration Committee members at the meetings is set out in the table b
312、elow.Name of committee memberAttended/Eligible to attendMr.LI Zhu2/2Dr.LI Weifeng2/2Mr.ZHANG Min2/2Remuneration of Directors and Senior ManagementThe remuneration of the Directors of the Company during the Reporting Period is set out in Note 8 to the financial statements included in this annual repo
313、rt.All of the senior management of the Company,whose biographies are set out in the section headed“Directors and Senior Management”of this annual report,are executive Directors.The executive Directors and non-executive Director are not entitled to any remuneration from the Company.The independent no
314、n-executive Directors are entitled to the directors fee from the Company.Directors Responsibilities for Financial ReportingThe Directors acknowledge their responsibilities for the preparation of the financial statements for the Reporting Period,which gives a true and fair view of the state of affair
315、s of the Company and of the Companys results and cash flows.The Directors are not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Companys ability to continue as a going concern.The statement by the auditor regarding their reporting resp
316、onsibilities on the financial statements of the Company is set out in the Independent Auditors Report included in this annual report.38TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023DividendsThe Company does not have a specific dividend policy or a predetermined dividend payout ratio,and does no
317、t intend to pay any dividends prior to the completion of a De-SPAC Transaction.The decision to pay dividends in the future will be made at the discretion of the Board at such time and will be based on the profits,cash flows,financial condition,capital requirements and other conditions that the Board
318、 deems relevant of the Successor Company subsequent to the completion of a De-SPAC Transaction.Further,if the Company incurs any indebtedness,its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.Risk Management and Internal ControlThe Board
319、 acknowledges its responsibility to ensure a sound and effective risk management and internal control systems,maintaining timely and effective communication in terms of the progress and achievements of relevant works.Under this framework,the management is primarily responsible for the design,impleme
320、ntation,and maintenance of internal controls,while the Board and the Audit Committee oversee the actions of the management and monitor the effectiveness of the controls that have been put in place.The risk management and internal control systems are designed to safeguard assets against unauthorized
321、use or disposition;to ensure maintenance of proper accounting records for the provision of reliable financial information for internal use or for publication;and to ensure compliance with the Listing Rules,the relevant legislations and regulations.Such systems are designed to manage rather than elim
322、inate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance that there will be no material misrepresentation or losses.The Board is responsible for evaluating the nature and extent of the risks the Company is willing to take in achieving strate
323、gic objectives and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems as well as overseeing management of the Company in the design,implementation and monitoring of the risk management and internal control systems.The Board peri
324、odically receives(at least once a year)reports from the Audit Committee regarding financial,operational and compliance controls,as well as the establishment,review and assessment of the internal control and risk management functions of the Company.All significant risks are reported to the Board.The
325、Board will also evaluate the corresponding risks and the response plan.The Audit Committee is authorized by the Board to be in charge with the organization and implementation of the risk management and internal control systems of the Company and be responsible for establishing the risk management an
326、d internal control systems,standardizing the organization,authorization,responsibilities,procedures and methods of the risk management and internal control systems and also responsible for ongoing monitoring of the risk management and internal control systems of the Company,and makes periodic report
327、s to the Board regarding the status of the risk management and internal control systems of the Company.The Company has developed system of internal control and risk management for reviewing and maintaining an adequate internal control system to safeguard the interests of the Shareholders and the ass
328、ets of the Company.39TECHSTAR ACQUISITION CORPORATION ANNUAL REPORT 2023The Company has established an information disclosure policy and regularly reminded the directors and employees of due compliance with all policies regarding inside information.To ensure adequate attention to whistleblowing,the
329、Company has established a reporting mechanism to handle and discuss internal whistleblowing of financial,operational,internal control and fraud issues,where major internal control deficiencies or whistle-blowing issues will be submitted to the Audit Committee.For the Reporting Period,the Audit Commi
330、ttee and the Board had performed a review on the effectiveness of the Companys risk management and internal control system,including,but not limited to(i)the scope and quality of managements ongoing monitoring of risk and the internal control systems;(ii)the extent of communication of monitoring res
331、ults between the Audit Committee and the Board which enable them to assess the internal control of Company and the effectiveness of risk management;(iii)the significant control failures or weaknesses that have been identified;and(iv)the effectiveness of the Companys processes for financial reporting
332、 and Listing Rules compliance.The scope of such review covers the adequacy of resources,staff qualification and experience,training programs and budget of the Companys accounting,internal audit,financial reporting functions,as well as those relating to the Companys ESG performance and reporting.No s
333、ignificant areas of concern that might affect the financial,operational and compliance controls,and risk management functions of the Company were identified by the Audit Committee or the Board.The Board was of the view that the Companys risk management and internal control systems,including financial,operational and compliance controls,were effective and adequate during the Reporting Period.Audito
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