{"url_path":"/sec/pltyf/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1433309/0001104659-26-061965-index.html","accession_number":"0001104659-26-061965","cik":"0001433309","ticker":"PLTYF","issuer_name":"Plastec Technologies, Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1433309/0001104659-26-061965-index.html","primary_entity_key":"0001433309","primary_entity_name":"Plastec Technologies, Ltd."},"word_count":4498,"has_tables":true,"body_markdown":"ITEM 4.    INFORMATION ON THE COMPANY.\n\nA. History and Development of Our Company\n\nOffice Location\n\nOur principal executive offices are located at c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong and our telephone number at that location is 852-21917155. Our registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and our registered office provider is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Graubard Miller, our U.S. counsel, located at 405 Lexington Avenue, 44th Floor, New York, New York 10174. We maintain a website at http://www.plastec.com.hk that contains information about our company, but that information is not part of this Form 20-F.\n\nPrincipal Legal Advisers\n\nOur principal legal adviser in the United States is Graubard Miller, located at 405 Lexington Avenue, 44th Floor, New York, New York 10174. Our principal legal adviser in the Cayman Islands is Maples and Calder (Cayman) LLP, located at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Our principal legal adviser in the People’s Republic of China is Jingtian & Gongcheng, located at 34/F, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing 100025 People’s Republic of China.\n\n22\n\n[Table of Contents](#TOC)\n\nHistory and Development\n\nWe are a Cayman Islands exempted company incorporated under the Companies Act. We were incorporated on March 27, 2008 as an exempted company with limited liability. We were originally incorporated under the name “GSME Acquisition Partners I” for the purpose of acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating business, or control of such operating business through contractual arrangements, that had its principal operations located in the PRC.\n\nOn November 25, 2009, we closed our initial public offering, or “IPO,” of 3,600,000 units with each unit consisting of one ordinary share and one warrant, or “public warrants,” each to purchase one ordinary share at an exercise price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $36,000,000. We also issued to the underwriters in the IPO an aggregate of 360,000 unit purchase options, each to purchase a unit identical to the units sold in the IPO, at an exercise price of $15.00 per unit, of which 70,375 unit purchase options were subsequently repurchased by us in April 2012. Simultaneously with the consummation of the IPO, we consummated the private sale of 3,600,000 warrants, or “insider warrants,” at a price of $0.50 per warrant, generating total proceeds of $1,800,000. In connection with the IPO, our initial shareholders placed a total of 1,200,000 ordinary shares, or “initial shares”, in escrow pursuant to an escrow agreement with Continental Stock Transfer & Trust Company, as escrow agent.\n\nFrom the consummation of our IPO until August 6, 2010, we were searching for a suitable target business to acquire. On August 6, 2010, we entered into an agreement and plan of reorganization, or “Merger Agreement,” with Plastec, each of the former Plastec shareholders and our merger subsidiary, which provided, among other things, that our wholly owned subsidiary would merge with and into Plastec, with Plastec surviving as a wholly owned subsidiary of ours. The Merger Agreement was subsequently amended in September 2010 and December 2010 but continued to provide for our wholly owned subsidiary to merge with and into Plastec, with Plastec surviving as a wholly owned subsidiary of ours then. On December 10, 2010, we held an extraordinary general meeting of our shareholders, at which our shareholders approved the merger and other related proposals. On December 16, 2010, we closed the merger. At the closing, we issued to the former shareholders of Plastec an aggregate of 7,054,583 ordinary shares and agreed to issue the former Plastec shareholders an aggregate of 9,723,988 additional earnout shares upon the achievement by Plastec of certain net income earnout targets. Also at the closing, 2,615,732 of the public shares sold in our IPO were converted into cash and cancelled based on the election of the holders to exercise their conversion rights. In connection with the merger, our business then became the business of Plastec and we changed our name to “Plastec Technologies, Ltd.” On April 30, 2011, we further amended the Merger Agreement to remove certain earnout provisions contained within it and to issue an aggregate of 7,486,845 ordinary shares to the former Plastec shareholders. We subsequently repurchased from one of the former Plastec shareholders an aggregate of 1,570,000 shares.\n\nIn connection with the merger with Plastec, we amended the terms of the escrow agreement with the initial shareholders to include in escrow an aggregate of 2,418,878 of the insider warrants and to provide additional restrictions on the release from escrow of all of the securities, including the requirement to raise certain financing by December 16, 2011. On December 16, 2011, the escrow agreement was again amended and the date on which the required financing was needed by was extended to March 16, 2012. No funds were ultimately raised and as a result, a total of 806,293 initial shares and the entire 2,418,878 insider warrants held in escrow were automatically repurchased by us for an aggregate consideration of $0.01 and cancelled.\n\nIn December 2011, we announced the establishment of a repurchase program (the “2011 Repurchase Program”). Under the 2011 Repurchase Program, which was subsequently extended and expanded, we were allowed to repurchase up to $5.0 million of Plastec Technologies’ ordinary shares and public warrants in both open market and privately negotiated transactions at the discretion of our management and as market conditions allowed. At the completion of the 2011 Repurchase Program on September 25, 2013, we had repurchased 832,765 ordinary shares and 85,000 public warrants.\n\nIn September 2013, we announced a new repurchase program (the “2013 Repurchase Program”). Under the 2013 Repurchase Program, which was subsequently extended and expanded, we are allowed to repurchase up to $5.0 million of Plastec Technologies’ units, ordinary shares and public warrants in both open market and privately negotiated transactions at the discretion of our management and as market conditions allowed. The 2013 Repurchase Program (as extended) is currently valid through September 25, 2023 and so far we have repurchased 586,010 ordinary shares and 547,600 public warrants under the 2013 Repurchase Program.\n\nOn November 18, 2014, all issued and outstanding public warrants, insider warrants and unit purchase options expired and are no longer outstanding.\n\n23\n\n[Table of Contents](#TOC)\n\nOn November 14, 2015, we entered into the Agreement with SYB and its wholly-owned subsidiary, SYIM. Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary, the entirety of our shareholder interests in Plastec for an aggregate Transfer Price of RMB1,250,000,000 (or US$181,159,420), in cash. Of the Transfer Price, RMB875,000,000 (or US$126,811,594) was payable within 60 days after the China Securities Regulatory Commission approved of the Issuance (as defined in the Agreement) and SYB’s receipt of the funds raised through the Issuance, the latter of which was confirmed by SYB to have happened by July 29, 2016. Accordingly, payment of the initial portion of the Transfer Price was made to us on September 21, 2016.\n\nThe Remaining Amount of RMB375,000,000 (or US$54,347,826) was deposited into a bank account supervised and administered by SYB and us jointly. Payments from the bank account were to be made to us upon Plastec achieving the Performance Commitments as described below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\nYear ending December 31, \n\n  ​ ​ ​\n\nNet Profit Target\n\n  ​ ​ ​\n\nPayment Amount\n\n2016\n\n​\n\nHK$161,211,000\n\n​\n\nRMB113,250,000 (US$16,413,043)\n\n2017\n\n​\n\nHK$177,088,000\n\n​\n\nRMB124,380,000 (US$18,026,087)\n\n2018\n\n \n\nHK$195,408,000\n\n \n\nRMB137,370,000 (US$19,908,696)\n\n​\n\nOn October 11, 2016, the parties consummated the transactions contemplated by the Agreement after the fulfillment of certain other conditions, as described in the Agreement. As a result, we no longer own Plastec.\n\nBy a letter dated May 10, 2017, SYB confirmed and acknowledged to us that Plastec’s audited net profit (on a consolidated basis, after deducting non-recurring gains and losses) for the year ended December 31, 2016 was HK$183,958,100, which was in excess of the performance target for the year ended December 31, 2016, set at HK$161,211,000 in the Agreement, by HK$22,747,100 or approximately 14.1%. Accordingly, we were paid a further sum of RMB113,250,000 (or US$16,413,043) of the Remaining Amount on June 1, 2017 in accordance with the terms of the Agreement.\n\nBy a letter dated March 28, 2018, SYB confirmed and acknowledged to us that Plastec’s audited net profit (on a consolidated basis, after deducting non-recurring gains and losses) for the year ended December 31, 2017 was HK$183,124,000, which was in excess of the performance target for the year ended December 31, 2017, set at HK$177,088,000 in the Agreement, by HK$6,036,000 or approximately 3.4%. Accordingly, we were paid a further sum of RMB124,380,000 (or US$18,026,087) of the Remaining Amount on May 25, 2018 in accordance with the terms of the Agreement.\n\nBy a letter dated April 26, 2019, SYB confirmed and acknowledged to us that Plastec’s audited net profit (on a consolidated basis, after deducting non-recurring gains and losses) for the year ended December 31, 2018 was HK$262,954,000, which was in excess of the performance target for the year ended December 31, 2018, set at HK$195,408,000 in the Agreement, by HK$67,546,000 or approximately 34.6%. Accordingly, we were paid a further sum of RMB137,370,000 (or US$19,908,696) of the Remaining Amount on May 30, 2019 in accordance with the terms of the Agreement.\n\nOn March 30, 2018, Viewmount entered into the Manufacturing Plant Transfer Agreement with Plastec (then a wholly owned subsidiary of SYB) pursuant to the terms and conditions of which Viewmount was to transfer the ownership interests in certain of its former subsidiaries holding the newly established manufacturing plant in Kai Ping, China through their PRC subsidiaries to Plastec for a total consideration of approximately HK$70,000 (or US$8,974), representing the actual registered capital injected by Viewmount into the relevant subsidiaries.\n\nOn April 20, 2018, the parties consummated the transactions contemplated by the Manufacturing Plant Transfer Agreement. The parties also settled all account payables owed by the relevant subsidiaries to Viewmount at the closing, totaling HK$258,910,000 (or US$33,193,590).\n\nOn November 15, 2019, Viewmount entered into the Assets Disposal Agreement with the Purchaser, pursuant to which Viewmount was to transfer the ownership interests in its then wholly-owned subsidiary holding the right to use certain parcels of land in Shenzhen together with premises built thereon to the Purchaser for HK$47,964,570.65 (or US$6,149,304) in cash, net of all relevant expenses, charges and taxes.\n\nOn November 20, 2019, the parties consummated the transactions contemplated by the Assets Disposal Agreement and Viewmount also received from the Purchaser HK$112,035,429.35 (or US$14,363,517) representing all amounts due from the former subsidiary disposed of.\n\n24\n\n[Table of Contents](#TOC)\n\nOn November 29, 2024, Viewmount disposed of all of its equity interests of Sun Line, one of its dormant wholly-owned subsidiaries, to an independent third party for an aggregate amount of approximately HK$4.65 million, which was equivalent to the net book value of Sun Line. The determination to dispose of Sun Line was made in an effort to streamline the group’s organizational structure given its limited operations. The sale also allowed Viewmount to dispose of Sun Line in a more efficient and quicker manner than if it had sought to formally dissolve and liquidate Sun Line under applicable Hong Kong law.\n\nSubsequent to the year ended December 31, 2024, we have applied for voluntarily liquidation to BVI Registry for our three BVI-incorporated subsidiaries, namely Viewmount, Sun Terrace and Sun Ngai, respectively.\n\nOn March 24, 2026, documents for the voluntary liquidation were filed with the Registry. The voluntary liquidations commenced on the same date. On March 24, 2026, documents for the voluntary liquidation applied by Viewmount, Sun Ngai and Sun Terrace to BVI Registry was filed with the Registry. The voluntary liquidations commenced on the same date.\n\nOther than dividends issued to our shareholders, there have not been any material changes to our business activities, initiatives, transactions or events other than as described above.\n\nAs discussed above, we are not a company that was formed under the laws of the PRC or Hong Kong. We are a Cayman Islands exempted company with current minimal operations conducted by our British Virgin Islands subsidiary, Viewmount. Viewmount currently has two dormant subsidiaries that conduct no business or operations. None of these subsidiaries were formed under the laws of the PRC. As a result, Plastec Technologies: (a) does not have any active or operating subsidiaries, branches or VIEs in the PRC and does not engage in any operating business in the PRC, (b) does not own or lease any material properties, rights or interests in the PRC, and (c) has no business transactions or relationships with PRC entities. Accordingly, we are not currently subject to any PRC laws or regulations and the PRC legal system would not have any material effect on us or the limited operations we currently conduct outside of the PRC.\n\nDespite the fact that currently we have no operations in the PRC, our executive offices are located in Hong Kong, a Special Administrative Region of China. Although Hong Kong has its own governmental and legal system that is independent of the PRC, it is uncertain whether in the future the Hong Kong government will implement regulations and policies of the Chinese government, or adopt regulations and policies of its own that are substantially the same as those of the Chinese government. Moreover, given that policies, regulations, rules, and the enforcement of laws of the Chinese government may be changed or amended quickly with little advance notice, it is also uncertain in the future whether our operations in Hong Kong will be subject to the oversight of the Chinese authorities. Therefore, the PRC government may influence any of our operations in Hong Kong, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of securities we are registering for resale. Additionally, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. Accordingly, legal and operational risks associated with operating in the PRC may also apply to any operations in Hong Kong. See “Risk Factors - Uncertainties with respect to the PRC legal system could adversely affect our business and/or the value of the securities we are registering” and “ - The Chinese government may influence a PRC company’s business operations or exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers. This could result in a material change in a PRC company’s business operations if we look to acquire such a company and/or the value of its securities.”\n\nB. Business Overview\n\nFollowing consummation of the transactions described above, our only operations have generally been to (i) complete the construction of a manufacturing plant in Kai Ping, China which was disposed of and transferred to Plastec upon its establishment on April 20, 2018 as described below, (ii) collect rental income from certain property we used to own and which was being leased to one of Plastec’s subsidiaries until November 2019 when the former subsidiary of ours that held the property was disposed of to an unaffiliated third party as described below, (iii) collect the payments upon Plastec achieving the performance targets for the years ended December 31, 2016 through 2018 and (iv) to explore other investment opportunities.\n\n25\n\n[Table of Contents](#TOC)\n\nIn accordance with the terms of the Agreement, we caused Viewmount to enter into the Manufacturing Plant Transfer Agreement on March 30, 2018. Pursuant to the terms and conditions of the Manufacturing Plant Transfer Agreement, Viewmount was to transfer the ownership interests in certain of its former subsidiaries holding the newly established manufacturing plant in Kai Ping, China through their PRC subsidiaries to Plastec for a total consideration of approximately HK$70,000 (or US$8,974), representing the actual registered capital injected by Viewmount into the relevant subsidiaries.\n\nOn April 20, 2018, the parties consummated the transactions contemplated by the Manufacturing Plant Transfer Agreement. The parties also settled all account payables owed by the relevant subsidiaries to Viewmount at the closing, totaling HK$258,910,000 (or US$33,193,590).\n\nOn November 15, 2019, Viewmount entered into the Assets Disposal Agreement with the Purchaser, pursuant to which Viewmount was to transfer the ownership interests in its then wholly-owned subsidiary holding the right to use certain parcels of land in Shenzhen together with premises built thereon to the Purchaser for HK$47,964,570.65 (or US$6,149,304) in cash, net of all relevant expenses, charges and taxes.\n\nOn November 20, 2019, the parties consummated the transactions contemplated by the Assets Disposal Agreement and Viewmount also received from the Purchaser HK$112,035,429.35 (or US$14,363,517) representing all amounts due from the former subsidiary disposed of.\n\nOn November 29, 2024, Viewmount disposed of all of its equity interests of Sun Line, one of its dormant wholly-owned subsidiaries, to an independent third party for an aggregate amount of approximately HK$4.65 million, which was equivalent to the net book value of Sun Line. The determination to dispose of Sun Line was made in an effort to streamline the group’s organizational structure given its limited operations. The sale also allowed Viewmount to dispose of Sun Line in a more efficient and quicker manner than if it had sought to formally dissolve and liquidate Sun Line under applicable Hong Kong law.\n\nOther than dividends issued to our shareholders, there have not been any material changes to our business activities, initiatives, transactions or events except as set forth above.\n\nTo date, we have not identified any investment opportunities, the pursuit of which we believe would be advantageous to us to supplement our current minimal operations. As a result, we cannot assure you that we will be able to locate any such investment opportunity in the future and accordingly there is no current basis for you to evaluate the possible merits or risks of any investment opportunity we may ultimately pursue.\n\nAlthough our management will endeavor to evaluate the risks inherent in any particular investment opportunity, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or not be exposed to potential risks which could have a material and adverse effect on ability to manage our business. Further, as a result of our current minimal operations, limited resources for want of operating revenues and the need to maintain adequate control of our costs and expenses, we may not be able to attract, train, motivate and recruit suitably qualified personnel to explore or effect any investment opportunity thereby making it difficult for you to evaluate our long term business, financial performance and prospects. If we do not succeed in launching any new business upon an investment opportunity to supplement our current minimal operations, our future results of operations and growth prospects may be materially and adversely affected arising from a lack of business diversification.\n\nOur ability to successfully effect any investment opportunity will also be dependent upon the efforts of our key personnel. However, our executive officers are not required to, and it is unlikely that they will, commit and devote their full time efforts to our affairs. Accordingly, there is no assurance that they will spend sufficient time to our locating any potential investment opportunity. Further, the unexpected loss of our executives could have a detrimental effect on us and our ability to realize any potential investment opportunity.\n\nFurther, we expect to encounter competition from entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for investment opportunities. Many of these entities are well established and have extensive experience in identifying and effecting investment opportunities directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. The foregoing may place us at a competitive disadvantage in successfully locating and consummating any investment opportunity.\n\n26\n\n[Table of Contents](#TOC)\n\nIn addition to the foregoing, in recent years, the number of public blank check companies that have been formed has increased substantially. As a result, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate a transaction. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close a transaction or operate targets. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an attractive transaction, and may result in our inability to consummate a transaction on terms favorable to our investors altogether.\n\nProperties\n\nAs of the date of this Form 20-F, we are not leasing, nor do we own, any properties.\n\nExecutives and Directors\n\nAs of the date of this Form 20-F, we have no employees but have two executive officers and two independent directors. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether an investment opportunity has been targeted and works arising therefrom. Accordingly, once management locates a suitable investment opportunity, they will consequently spend more time to our affairs than they would prior to locating a suitable investment opportunity and we do not intend to have any full time employees prior to that event.\n\nSeasonality\n\nThe disclosure set forth under “*Seasonality*” in Item 5 of this Form 20-F is incorporated herein by reference.\n\n27\n\n[Table of Contents](#TOC)\n\nC. Organizational Structure\n\nAs discussed above, we are not a company that was formed under the laws of the PRC or Hong Kong. We are a Cayman Islands exempted company with current minimal operations conducted by our British Virgin Islands subsidiary, Viewmount. Viewmount currently has two dormant subsidiaries, namely Sun Ngai and Sun Terrace that conduct no business or operations. Viewmount, Sun Ngai and Sun Terrace applied for voluntary liquidation with the BVI registry in 2025. The documents for the liquidation were filed with the Registry on March 24, 2026 and the voluntary liquidations commenced on the same date. None of these subsidiaries were formed under the laws of the PRC. As a result, Plastec Technologies: (a) does not have any active or operating subsidiaries, branches or VIEs in the PRC and does not engage in any operating business in the PRC, (b) does not own or lease any material properties, rights or interests in the PRC, and (c) has no business transactions or relationships with PRC entities. Accordingly, we are not currently subject to any PRC laws or regulations and the PRC legal system would not have any material effect on us or the limited operations we currently conduct outside of the PRC. The following chart illustrates the organizational structure of us and our subsidiaries as of the date of this Form 20-F.\n\nOperating cash of our company was historically held by our subsidiaries in connection with their prior business activities and was transferred among entities as was needed for operational purposes. We did not face any material difficulties or limitations on the ability to transfer funds between us and our subsidiaries at such time. Since no operations are currently being conducted by us and our subsidiaries, any cash is currently expected to remain with us and/or our subsidiaries. Further, the existing bank balances of our company and at each of our subsidiaries is sufficient to meet its respective payment requirements and as a result, there is no need to transfer any funds between entities. Because we have no current intention to transfer funds among entities, we do not have any cash management policies or procedures in place that dictate the permissible amount of, or process for, fund transfers among entities.\n\nThe transfer of funds between our subsidiaries and us in order to pay dividends is not currently subject to any special restrictions or requirements other than customary corporate requirements such as the amount of the dividend not exceeding a company’s available retained earnings. To date, we have declared and paid an aggregate of approximately US$265,879,000, or approximately US$20.55 per share, to our shareholders as dividends.\n\n28\n\n[Table of Contents](#TOC)\n\nOur principal executive offices are located in Hong Kong and our directors and officers have significant ties to mainland China and Hong Kong. As a result, we may be subject to certain risks relating to regulatory oversight by the PRC government in the future. In particular, changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with little advance notice. The Chinese government may also influence our potential business operations because our directors and officers have significant ties to mainland China and Hong Kong.\n\nSince we are a Cayman Islands exempted company, as opposed to a company formed under the laws of the PRC or Hong Kong, and have no current operating business in mainland China or Hong Kong, Jingtian & Gongcheng, our counsel as to PRC law, has advised us that we are not required to obtain permission from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other governmental agency in China. Moreover, because our officers and directors are not engaging in any business operations or taking any position in mainland China on our behalf, our officers and directors are not covered by any Chinese permissions requirements with respect to our current limited business operations. Accordingly, as of the date of this Form 20-F, we have not applied or received any permission or approvals for any foreign securities offering. However, if applicable laws, regulations, or interpretations change or if we learn we mistakenly did not obtain any necessary approval for any foreign securities offering thereby requiring us and/or our directors and officers to obtain such permissions or approvals in the future, these regulatory authorities (a) may impose fines and penalties on us and our officers and directors and (b) may also take other actions requiring our directors and officers, or making it advisable for directors and officers, to take certain actions with respect to our company. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of Plastec Technologies’ securities or render them worthless.\n\nD. Property, Plants and Equipment\n\nThe disclosure set forth under “*Properties*” in Item 4.B is incorporated herein by reference."}