March 15, 2022, the 10th SPAC Company in Hong KongA SPAC (HK) ACQUISITION CORP.(hereinafter referred to as "A SPAC") submit a prospectus to the Hong Kong Stock Exchange for listing on the Hong Kong main board.
A SPAC prospectus link:
Https://www1.hkexnews.hk/app/sehk/2022/104287/documents/sehk22031501701_c.pdf
Summary
A SPAC, the acquisition of a company for a special purpose (SPAC), aims to acquire one or more companies for business merger. Companies tend to look for potential targets in the consumer sector, which will use technology to boost its growth and development in Asia, particularly in China and Hong Kong.
A SPAC undertakes to implement the announcement and completion of the merger and acquisition of the special purpose company within 18 months and 30 months after listing, respectively.
Initiator
The sponsors of A SPAC are A SPAC (Asia) Holdings Corp., De Oro Strategics Limited, which is indirectly owned by 00279.HK, and Huitong Wynn Asset Management Co., Ltd., which hold about 73.25%, 16.05% and 10.70% of the issued Class B shares of the company, respectively.
A SPAC (Asia) Holdings Corp. Mr. Zeng Sii, Executive Director and Chief Executive Officer, and Ms. she Shiying, Executive Director and Chief operating Officer, each own 50% A SPAC (Holdings) Group Corp. Control, 68.53% shareholding. A SPAC (Asia) Holdings Corp. Other shareholders include Hong Kong Top Power Group Co., Ltd., and M1 SPAC Holdings Limited, which own 22.48% and 8.99% respectively.
Yu Cheng Ke JinIt is indirectly 75% owned by Dr. Zheng Zhigang (JP). Mainly engaged in a wide range of financial services industry (including securities and futures brokerage, placing and underwriting, corporate consulting, margin financing, asset management, insurance brokerage and financial planning) business Licensed by the SFC to engage in regulated activities of category 1 (securities trading), type 2 (futures contract trading), category 4 (advising on securities), category 6 (advising on institutional financing) and category 9 (provision of asset management).
Huitong WynnLicensed by the Hong Kong Securities and Futures Commission to carry out category 4 and 9 regulated activities in Hong Kong. From 2019 to 2021, Huitong Wynn has more than HK $6 billion in assets under management each year, including global asset allocation across equity, fixed income and alternative investment classes. Mr Tsang is the responsible officer of Huitong Wynn and currently holds a category 9 licence issued by the SFC.
SPAC M & A transaction standard
A SPAC will primarily seek to acquire one or more growth businesses and has identified the following general criteria and guidelines that are considered important for assessing potential special purpose acquisitions:
Make products or services meet the huge consumer or business market with sustainable differentiation competition
Potential source of recurrent income
Underdeveloped growth opportunities identified by a clear competitive advantage and the unique advantage of the company's team
A strong management team that can create significant value for the target company
Unrecognized value or other characteristics that the company considers to be misassessed by the market
Favorable long-term growth prospects
Differentiated value propositions and product or service barriers
Ethical, professional and responsible management in pursuit of environmental, social and governance values; and
Benefit from being a listed company.
Companies generally use these standards and guidelines to assess acquisition opportunities, but the final M & A targets may not meet the identified standards or guidelines.
Management team
Board of Directors (7 members)
Executive director
Mr. Zeng Siwei, 45, executive director and chief executive officer. Mr. Zeng has more than 16 years of experience in capital markets and has a strong track record in private equity and post-IPO private equity, focusing on China and other emerging markets. Mr. Zeng is Model Performance Acquisition Corp. Chief Executive Officer and Chairman and A SPAC I Acquisition Corp. Chief Executive Officer, Chief Financial Officer and Chairman. Mr. Zeng is a former co-head of Templeton Asset Management Limited Private Equity (North Asia) and a former partner of Templeton Private Equity Partners, managing $3 billion of private equity funds during his tenure. Mr. Tsang received a Master of Business Administration from Booth School of Business, University of Chicago, USA in March 2017, a Bachelor of laws degree from Tsinghua University, China in July 2006, and a Bachelor of Engineering degree from the Chinese University of Hong Kong, Hong Kong, China in December 1998.
Ms. she Shiying, 32, executive director and chief operating officer. Ms. Li is Lion Pr idePropert ies Inc. Director and Chief Executive Officer of Jumpstart Media, Model Performance Acquisition Corp. Director, President and Chief Financial Officer. Ms. Zeng Ruisheng, a lawyer in the Hong Kong office of the international law firm, is mainly responsible for capital market transactions such as bond sales, initial public offerings and mergers and acquisitions. She received her J.D. Degree from Harvard Law School in May 2015, as well as a New Jersey lawyer, New York State lawyer and legal adviser in November 2015, November 2016 and August 2017. and membership of the Bar Association of the District of Columbia.
Mr. Guo Zhaocong, 31, Executive Director and Chief Investment Officer. Mr. Guo is now the founding partner and CEO of Astera CapitalPartners. Since 2013, he has worked in Morgan Stanley, Euro Asset Management Limited and PAG. Mr. Guo received a Bachelor of Science degree in Hotel Management from Cornell University in January 2013.
Yang Xuefen, 48, executive director. Ms. Yang is the head of the Corporate Finance Department and the Executive Director of Yucheng Kejin Group. At present, he holds Category 1 and Category 6 licenses issued by the Hong Kong Securities and Futures Commission. Ms. Yang has served as Managing Director of Barclays Asia Limited, Managing Director and Global head of Asian Equity linked Solutions of Standard Chartered Bank (Hong Kong) Limited, and Director of Asia Pacific Equity Capital Markets of Citigroup Global Financial Asia Limited. Ms. Yang received her Bachelor's degree in Business Administration from the University of Southern California in December 1996.
Independent non-executive director
Mr. Gong Yongde, 59. Mr. Gong is a former vice chairman of KPMG China and a senior adviser to KPMG with more than 30 years of professional accounting experience.$Kingboard Laminates (01888.HK) $、Chongqing Beer (600132.SH) $And the independent non-executive director of Orix (Asia) Limited. Mr. Gong received a Bachelor of Arts degree from the University of Liverpool in July 1984, majoring in accounting. He has been a member of the Institute of Chartered Accountants in England and Wells and a fellow member of the Hong Kong Institute of Accountants since November 1987 and May 1999 respectively. He is also a fellow member of the Taxation Institute of Hong Kong.
Mr. Chen Zhenhong, 58 years old. Mr. Chan is currently the Senior Managing Director and head of Asia of Samena Capital, the President and Executive Director of the Hong Kong Venture and Private Investment Association, and a member of the main Board of the Stock Exchange and the listing Review Committee of GEM. He has worked for HSBC, Suez Asia Investment Co., Ltd., JAFCO Investment (Asia Pacific) Ltd., Spring Capital Asia, Limited, etc. Mr. Chan received a Bachelor of Arts degree from the University of Hong Kong, China in November 1986 and a Master of Business Administration from Manchester Business School (then known as Manchester Victoria University) in July 1988. He was also approved as a chartered financial analyst of the Chartered Institute of Financial analysts in September 1993.
Mr. Luo Zhuojian, 59 years old. Mr. Lo is the Managing Director and responsible officer of Sino-Italian Investment Manager Co., Ltd. he registered the SFC Class 9 licence in January 2021. Mr. Luo is currently an independent non-executive director of China Everbright Investment Management (00165.HK), New Bailey Finance (08439.HK), China Galaxy Securities (06881.HK), CSPC Pharmaceutical (01093.HK) and 02162.HK. Mr. Luo has worked in Morningside Group, Tak Pacific growth Fund, Guohao Group, Hong Kong Railway, etc. Mr. Luo received a Bachelor of Science degree from the University of Birmingham in July 1984, majoring in Civil Engineering and a Master of Business Administration from Hull University in July 1996. Mr. Law is a member of the Board of the Hong Kong Society of Certified Public Accountants (HKICPA) and the Hong Kong Institute of Business Accountants (HKBAA). He is also an accounting consultant appointed by the Ministry of Finance of the people's Republic of China.
Senior management (4)
Mr. Zeng Si, CEO; Ms. she Shiying, Chief operating Officer; Mr. Guo Zhaocong, Chief Investment Officer; and Mr. Lee Cheuk Fu, Chief Financial Officer. Mr. Li has more than 25 years of experience in international finance and investment. He has worked for Ernst & Young, Credit Suisse, Sun Hung Kai and so on. He is currently the Managing Director of Korah (H.K.) Limited, the co-founder and managing director of Korah Asia Limited. Mr. Li received a bachelor's degree in business from the University of Toronto in June 1994 and a master's degree in business administration from the University of Chicago in June 2002.
Shareholder structure
According to the prospectus, A SPAC will hold Class B shares in the post-IPO shareholder structure of A SPAC (Asia) Holdings Corp., De Oro Strategics Limited and Huitong Wynn Asset Management Co., Ltd.
Financial data
According to the prospectus, A SPAC incurred related expenses of HK $450265 from January 27, 2022 to February 28, 2022.
agency
A SPAC the main parties involved in the listing of SPAC are:
A SPAC Holdings, De Oro, Huitong Wynn are its sponsors:
Haitong International is its exclusive sponsor:
KPMG is its auditor.
Sullivan Cromwell is the legal adviser to his company in Hong Kong and the United States:
Cai Yu Li (Science Law Hong Kong Joint Venture) is the legal adviser to his securities firm in Hong Kong and the United States.