We are a special purpose acquisition company, or SPAC, newly formed to effect a business combination with one or more businesses. While we may pursue a business combination target in any business, industry or geographical region, we intend to primarily focus on high-quality companies in China that (i) specialize in smart car technologies, or (ii) possess supply chain and cross-border ecommerce capabilities that position them to benefit from domestic consumption upgrading trends. As of the date of this document, we have not selected any specific De-SPAC Target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any De-SPAC Target with respect to a De-SPAC Transaction. Furthermore, the Directors confirm that as of the date of this document, the Company has not entered into any binding agreement with respect to a potential De-SPAC Transaction. Our Company is not presently engaged in any activities other than the activities necessary to implement the Offering. Following the Offering and prior to the completion of the De- SPAC Transaction, we will not engage in any operations other than the selection, structuring and completion of the De-SPAC Transaction.
OUR PROMOTERS
Our Promoters are Mr. Wei, DealGlobe and Opus Capital. As of the date of this document, 45%, 45% and 10% of the Class B Shares of the Company are held by VKC Management, Vision Deal Acquisition Sponsor LLC and Opus Vision SPAC Limited, respectively. VKC Management, Vision Deal Acquisition Sponsor LLC and Opus Vision SPAC Limited are investment holding companies wholly owned by Mr. Wei, DealGlobe and Opus Capital, respectively.
Our Promoters have funded and will fund the Company’s expenses and working capital in proportion to their respective proposed shareholding interest in the Company. Our Promoters, Vision Deal Acquisition Sponsor LLC, VKC Management and Opus Vision SPAC Limited have undertaken to the Stock Exchange and the Company that they will comply with the relevant provisions of the Listing Rules for so long as they hold any direct or indirect interests in the Class B Shares and the Promoter Warrants. Mr. Feng has also undertaken to maintain his beneficial interests of 79.75% in DealGlobe up until the completion of the De-SPAC Transaction, provided that DealGlobe remains a Promoter of the Company. Additionally, our Articles provide that the entities through which our Promoters indirectly hold interests in our Class B Shares, namely Vision Deal Acquisition Sponsor LLC, VKC Management and Opus Vision SPAC Limited, will comply with the relevant provisions of the Listing Rules.
Promoting and operating a SPAC is novel to the Promoters, our Directors and senior management. Any past experience and performance of the Promoters and their affiliates, our management team and Directors and the businesses with which they have been associated is not a guarantee that we will be able to successfully identify a suitable De-SPAC Target, complete a De-SPAC Transaction or generate positive returns for Shareholders. For more information, please refer to ‘‘Risk Factors — Risks Relating to the Company and the De-SPAC Transaction — The past performance of the Promoters and their affiliates, our management team and Directors may not be indicative of our future performance.’’
Mr. Wei
Mr. Wei has around 20 years of experience in investment and advisory consulting, with a focus on private equity investments in Greater China. This includes ten years of experience as an executive of multinational corporations, followed by ten years of experience in private equity investment in China. Prior to founding Vision Knight Capital in June 2011, Mr. Wei joined Alibaba Group in November 2006 as executive vice-president and served as the chief executive officer of Alibaba.com Limited (previously listed on the Stock Exchange (HKEX:01688); privatized in June 2012), a multinational technology company operating a leading e-commerce platform, until February 2011.
Mr. Wei’s investment and advisory consulting capabilities are evident from Vision Knight Capital’s track record. Vision Knight Capital is a private equity fund manager focusing on investments in new channel, B2B platform/services/products empowered by internet sectors, new consumer and new technology in China, and has assets under management equivalent to US$2.2 billion as of December 31, 2021 through managing two U.S. Dollar funds and five RMB funds. Vision Knight Capital has managed assets with an average collective value of at least HK$8 billion over a continuous period of at least the last three financial years. It has a wide geographical spread of investors, comprising reputable institutional investors and well-known entrepreneurs and their families across the globe. As chairman and founding partner of Vision Knight Capital, Mr. Wei oversees its investment strategy in relation to funds provided by third-party investors. His investment objective is to generate income capital appreciation through equity and equity-related investments. Under Mr. Wei’s leadership, Vision Knight Capital’s assets under management increased from US$1.2 billion as of December 31, 2018 to US$2.2 billion as of December 31, 2021, and achieved a portfolio gross internal rate of return of between 13% and 43% as of December 31, 2021 across two U.S. Dollar funds and three RMB funds managed by Vision Knight Capital. Two other RMB funds managed by Vision Knight Capital are in the process of seeking further investment opportunities, and as of December 31, 2021, their portfolio values have not changed since their establishment in October 2020 and July 2021. Each of the seven funds managed by Vision Knight Capital has an investment committee comprised of three to four members, and meetings are convened to discuss and make decisions on potential investment projects. The investment committees would have collaborative discussion on the merits of potential investment projects and eventually make investment decisions by majority vote. Mr. Wei serves as chairman of each investment committee and has a veto right in respect of any decisions relating to the acquisition, maintenance and realization of investments. Mr. Wei is able to control more than 50% of the shareholding in the general partner of each of the two U.S. Dollar funds and the manager of the five RMB funds.
Additionally, through leading Vision Knight Capital and his involvement in its investment and management decisions, Mr. Wei has developed an established track record of investing in our target sectors, which are in different stages of growth and which engage in a variety of capital markets activities. As of December 31, 2021, Vision Knight Capital has undertaken more than 80 investments with a number of successful IPO and M&A exits. Some of its investments in China with a consumption upgrading theme over the past ten years include:
‧Pop Mart International Group Limited (泡泡瑪特國際集團有限公司) (HKEX: 9992) (‘‘Pop Mart’’), one of China’s largest designer toy and lifestyle products companies, with a global presence across 21 countries and partnerships with renowned brands;
‧ Smoore International Holdings Limited (思摩爾國際控股有限公司) (HKEX: 6969) (‘‘Smoore’’), a global leader in vaping technology solutions in the business of manufacturing vaping devices and components;
‧Anker Innovations Technology Co., Ltd. (安克創新科技股份有限公司) (SZSE: 300866) (‘‘Anker’’), an expert and innovator in charging devices and smart devices for entertainment, travel and smart homes; and
‧91 Wireless Websoft Ltd. (‘‘91 Wireless’’), a leading cross-function app store across the Apple and Android platforms.
The consumption upgrading trend in China relates to the emphasis on consumer experiences, value sensitivity and personalization across industries such as consumer goods and staples. In parallel with their increase in purchasing power and disposable income, PRC consumers are increasingly willing to pay a premium for quality and increase their discretionary spending on goods and services beyond basic necessities. Pop Mart (designer toy and lifestyle products), Smoore (branded vaping technologies), Anker (premium charging devices) and 91 Wireless (e-commerce applications) are companies which are innovating to cater to consumer appetites for products and services that enhance their quality of living.
Mr. Wei will be appointed as an independent director of Polestar, an electric vehicle brand headquartered in Gothenburg, Sweden, upon its listing on the NASDAQ in a proposed business combination with Gores Guggenheim, Inc. (NASDAQ: GGPI). In the event that Mr. Wei remains a director of our Successor Company after the De-SPAC Transaction, he will be able to draw upon his experience at Polestar to provide valuable operational and industry insight and facilitate our search for a De-SPAC Target in the smart car industry. Mr. Wei has also accumulated experience relevant to the smart car industry by investing in a portfolio company that produces key electronic components for automakers. Mr. Wei has already served on the boards of several companies listed on the Stock Exchange, New York Stock Exchange and Shanghai Stock Exchange, many of which conduct businesses in the consumption and internet sectors. These include acting as non-executive director of JNBY Design Limited (HKEX: 3306) since June 2013, independent director of Leju Holdings Limited (NYSE: LEJU) from April 2014 and March 2021 and independent director of Shanghai M&G Stationery Inc. (SSE: 603899) from June 2014 to May 2017. We believe that Mr. Wei’s directorships in publicly listed companies allowed him to enrich his management and operational knowledge, enhance his knowledge of capital markets transactions and develop familiarity with fiduciary duties and the duties of skill, care and diligence. In 2010, he was voted as one of ‘‘China’s Best CEOs’’ by FinanceAsia magazine. For more information, please refer to ‘‘Directors and Senior Management — Board of Directors — Chairman of the Board — Mr. Wei’’ in this document.
Source: Vision Deal-Z (07827) Prospectus (IPO Date : 2022/06/06) |