香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 茲提述本公司(i)日期分別為二零二五年六月二十日及二零二五年七月二十九日的 公告，內容有關向香港特別行政區高等法院提起針對本公司的清盤呈請（「該等公 告」）；(ii)及日期為二零二五年八月五日的公告，內容有關申請認可令之最新資料。 除另有所指外，本公告所用詞彙與該等公告所界定者具有相同涵義。 董事會宣佈，於二零二五年八月六日，高等法院就呈請書授出認可令，頒令儘管已 提呈呈請書，但自二零二五年六月十三日起所有及任何本公司已發行及繳足股款 股份的轉讓將不得因公司（清盤及雜項條文）條例第182條而屬無效。 本公司將適時另行刊發公告，以向其股東及公眾人士告知最新進展。 本公司股東及潛在投資者於買賣本公司證券時，應審慎行事。 承董事會命 hmvod視頻有限公司 執行董事 王祉淇 hmvod Limited hmvod視頻有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8103） ...

hmvod視 頻 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 8103) NOTIFICATION LETTER 通 知 信 函 Dear Non-registered Shareholder(Note 1) The following document(s) of hmvod Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.hmvod.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- • 2025 Annual Report (If you have previously requested to rece ...

hmvod Limited hmvod視 頻 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (If you have previously requested to receive Corporate Communication(s)(Note) in printed form, the printed copy (or copies) is/are enclosed.) (Stock Code 股份代號: 8103) NOTIFICATION LETTER 通 知 信 函 Dear Shareholder(s), 31 July 2025 The following document(s) of hmvod Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.hmvod.com.hk and ...

[Company Information](index=3&type=section&id=公司資料) This section provides an overview of the company's fundamental details, including board composition, committee structures, auditors, and principal business locations, highlighting significant personnel changes during the period - The report outlines the company's basic information, including board members, committee compositions, auditors, and principal places of business, noting significant personnel changes, such as resignations, retirements, and new appointments of multiple directors, committee members, and the company secretary during the reporting period[5](index=5&type=chunk)[6](index=6&type=chunk)[117](index=117&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=管理層討論及分析) [Financial Performance](index=6&type=section&id=財務表現) For the year ended March 31, 2025, the Group's revenue decreased by 20.6% to HKD 17.6 million, with a significant 99.0% reduction in other income and gains, leading to an expanded loss attributable to owners of HKD 14.9 million Financial Performance Summary | Indicator | Year Ended March 31, 2025 (HKD thousands) | Year Ended March 31, 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 17,600 | 22,100 | -20.6% | | Other Income and Gains | 100 | 8,600 | -99.0% | | Subcontractor Costs | (13,200) | (16,300) | -18.6% | | Finance Costs | (2,100) | (5,000) | -58.4% | | Loss Attributable to Owners of the Company | (14,900) | (6,800) | +119.1% | - The primary reasons for the expanded annual loss were (i) decreased revenue and (ii) a substantial reduction in other income and gains[11](index=11&type=chunk) [Business Performance and Prospects](index=6&type=section&id=業務表現及前景) The Group's core OTT service revenue declined to HKD 17.6 million due to increased market competition and shifting consumer behavior, yet the Group remains optimistic, planning to leverage its platform for content development and pursue strategic investments - Annual revenue from OTT services was approximately **HKD 17.6 million**, a decrease from HKD 22.1 million last year, primarily due to reduced subscriptions caused by intensified market competition and changes in consumer entertainment habits[12](index=12&type=chunk) - The Group plans to leverage its OTT platform advantages to continue developing media content and will seek investments or acquisitions of promising companies or projects to achieve business expansion and shareholder value creation in the future[13](index=13&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=7&type=section&id=流動資金、財務資源及資本結構) As of March 31, 2025, the Group was in a net deficit position of HKD 65.7 million attributable to owners, with current liabilities of HKD 59.5 million significantly exceeding current assets of HKD 3.0 million, indicating severe liquidity pressure and total borrowings of approximately HKD 24.0 million Financial Position Indicators | Financial Position Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Deficit Attributable to Owners | (65,700) | (50,900) | | Current Assets | 3,000 | 18,400 | | - Of which Bank Balances and Cash | 300 | 13,900 | | Current Liabilities | 59,500 | 42,300 | | Total Borrowings | 24,000 | 31,200 | - The debt-to-equity ratio is not applicable as the company recorded a deficit attributable to owners for both March 31, 2024, and March 31, 2025[19](index=19&type=chunk) [Employees and Remuneration Policy](index=7&type=section&id=僱員及薪酬政策) As of March 31, 2025, the Group employed 20 staff, an increase of 5 from the previous year, with total annual staff costs of approximately HKD 6.6 million, while maintaining its remuneration policy and share option scheme - As of March 31, 2025, the Group had **20 employees** (2024: 15 employees), with total annual staff costs (including directors' emoluments) of approximately **HKD 6.6 million** (2024: HKD 7.7 million)[23](index=23&type=chunk) [Use of Proceeds](index=8&type=section&id=所得款項用途) The Group completed a placement in October 2023, raising net proceeds of approximately HKD 23.01 million, which as of March 31, 2025, have been fully utilized as planned for OTT content acquisition, general working capital, and staff and administrative expenses Use of Net Proceeds from Placement | Use of Net Proceeds from Placement | Original Allocation (HKD millions) | Total Utilized as of March 31, 2025 (HKD millions) | Unutilized Amount (HKD millions) | | :--- | :--- | :--- | :--- | | Purchase of OTT Service Content | 5 | 5 | – | | Production of Concerts | 7 | 0 | – | | General Working Capital | 11 | 18 | – | | Payment of Staff Costs and Administrative Expenses | – | 2.6 | – | | **Total** | **23** | **23** | **–** | [Biographies of Directors and Senior Management](index=8&type=section&id=董事及高級管理層履歷) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, and extensive industry experience - This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, and extensive experience in relevant industries[32](index=32&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) [Corporate Governance Report](index=10&type=section&id=企業管治報告) [Corporate Governance Practices](index=11&type=section&id=企業管治常規) The company is committed to maintaining high corporate governance standards, adopting the GEM Listing Rules' Corporate Governance Code, and largely complied with its provisions during the reporting period, with one deviation regarding the absence of a Board Chairman - The company has not appointed a Board Chairman, with some of the functions jointly performed by three executive directors, Ms. Wang Ziqi, Mr. Zhuang Dongxin, and Mr. Gao Zhiqiao, which deviates from the Corporate Governance Code's recommendation for separation of Chairman and Chief Executive Officer roles[40](index=40&type=chunk) [Board of Directors](index=12&type=section&id=董事會) The Board of Directors is responsible for the Group's strategy and policies, comprising three executive and three independent non-executive directors as of March 31, 2025, with frequent changes and high attendance at 15 meetings during the year, and all directors participated in continuous professional development training - During the reporting year, there were frequent changes in the Board's personnel, including the resignation/re-designation of **2 executive directors**, the resignation/retirement of **3 independent non-executive directors**, and the appointment of **3 new independent non-executive directors**[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[56](index=56&type=chunk) - For the financial year ended March 31, 2025, the Board held **15 meetings**, with all incumbent directors maintaining a very high attendance rate[57](index=57&type=chunk) [Material Uncertainties Related to Going Concern and Action Plans and Measures](index=15&type=section&id=有關持續經營的重大不明朗因素以及行動計劃及措施) The auditor issued a "disclaimer of opinion" on the consolidated financial statements due to insufficient audit evidence regarding significant uncertainties about the company's going concern, yet management and the audit committee deem the going concern assumption appropriate, having formulated a comprehensive action plan to address liquidity issues - The auditor issued a "disclaimer of opinion" on the consolidated financial statements for the 2025 financial year due to an inability to obtain sufficient audit evidence regarding the appropriateness of the going concern assumption[69](index=69&type=chunk) - Management has formulated and implemented a series of measures to address the disclaimer of opinion, including actively responding to winding-up petitions (one of which has been settled and withdrawn), negotiating extensions with existing lenders, exploring various fundraising options including advances from major shareholders, and enhancing operational efficiency through cost control[73](index=73&type=chunk)[74](index=74&type=chunk) - The Audit Committee has reviewed and concurred with management's view that preparing the financial statements on a going concern basis is appropriate, understanding the auditor's inability to express an opinion due to scope limitations[71](index=71&type=chunk) [Risk Management and Internal Control](index=17&type=section&id=風險管理及內部監控) The Board is responsible for maintaining effective risk management and internal control systems, reviewed annually, with the Audit Committee overseeing the process; the Group has established a comprehensive risk management framework, and no significant deficiencies were found in the internal audit this year - The Group has undertaken internal audit functions, and no significant deficiencies or weaknesses were identified in the internal control system for the year ended March 31, 2025[80](index=80&type=chunk) [Board Committees](index=18&type=section&id=董事會委員會) The company has established Remuneration, Nomination, and Audit Committees to assist the Board, each chaired by an independent non-executive director with clear written terms of reference, and all committees held meetings during the reporting period to fulfill their review and recommendation functions - The company has three committees: Remuneration, Nomination, and Audit, all chaired by independent non-executive directors, and they held meetings during the reporting period to fulfill their responsibilities[84](index=84&type=chunk)[88](index=88&type=chunk)[94](index=94&type=chunk) [Shareholders' Rights](index=26&type=section&id=股東權利) The company safeguards shareholders' rights, allowing shareholders holding at least 10% of the paid-up capital to requisition an extraordinary general meeting, and provides various channels for shareholder inquiries and communication - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to issue a written request to the Board to convene an extraordinary general meeting[119](index=119&type=chunk) [Directors' Report](index=26&type=section&id=董事會報告) [Principal Activities and Segment Information](index=27&type=section&id=主要業務及分部資料) The company primarily engages in investment holding, with its subsidiaries mainly providing OTT internet entertainment video services in Hong Kong, constituting a single business segment, thus no further detailed segment analysis is provided - The company is an investment holding company, and its subsidiaries' principal business is providing OTT services[126](index=126&type=chunk) [Major Customers and Suppliers](index=28&type=section&id=主要客戶及供應商) For the year ended March 31, 2025, the Group's top five suppliers accounted for 22.89% of total purchases, with the largest supplier accounting for 7.63%; major customer information was not disclosed as revenue from the top five customers was less than 30% of total revenue - The top five suppliers accounted for approximately **22.89%** of total purchases, with the largest supplier accounting for approximately **7.63%**[136](index=136&type=chunk) - Revenue attributable to the top five customers was less than **30%** of total revenue, thus no disclosure was made[137](index=137&type=chunk) [Major Shareholders](index=30&type=section&id=主要股東) Based on disclosures of interests as of March 31, 2025, Mr. Lui Yu Kin, Mr. Cheng Chi Hang, and Ms. Chan Chui Ping are the company's major shareholders, holding 17.29%, 6.67%, and 5.00% of the issued share capital, respectively Major Shareholders as of March 31, 2025 | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Lui Yu Kin | Beneficial Owner | 22,376,000 | 17.29% | | Cheng Chi Hang | Beneficial Owner | 8,628,500 | 6.67% | | Chan Chui Ping | Beneficial Owner | 6,472,500 | 5.00% | [Share Option Scheme](index=31&type=section&id=購股權計劃) The company adopted a share option scheme in 2014 to incentivize contributors, with an authorized limit of 10% of issued share capital and a 1% individual participant cap within 12 months; as of March 31, 2025, no outstanding share options remained unexercised - There were no changes in share options during the year ended March 31, 2025, and no share options remained unexercised as of March 31, 2024, and March 31, 2025[158](index=158&type=chunk) [Environmental, Social and Governance Report](index=34&type=section&id=環境、社會及管治報告) [ESG Governance and Materiality Assessment](index=37&type=section&id=ESG管治與重要性評估) The Board is responsible for the Group's ESG strategy and reporting, identifying key ESG issues through stakeholder engagement, with 10 highly material issues identified this year, including intellectual property, cybersecurity, talent management, supply chain, and customer satisfaction - The Board is responsible for assessing and determining the Group's ESG-related risks and ensuring that appropriate and effective ESG risk management and internal control systems are in place[190](index=190&type=chunk) - Through the materiality assessment, the Group identified **10 highly material ESG issues**, including: intellectual property, cybersecurity, talent acquisition and retention, supply chain management, changes in consumer preferences, impact of technological innovation, anti-corruption compliance, customer satisfaction, employee development and training, and occupational health and safety[204](index=204&type=chunk)[206](index=206&type=chunk) [A. Environment](index=41&type=section&id=A.%20環境) The Group is committed to environmental protection and compliance, with minimal direct environmental impact due to its business nature; reported Scope 3 GHG emissions were 2.18 tonnes of CO2e, and green office practices along with climate change policies are in place Environmental Performance Data | Emission Category | Unit | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | :--- | | Greenhouse Gas Emissions (Scope 3) | tonnes of CO2 equivalent | 2.18 | 2.19 | | Non-hazardous Waste (General Office Waste) | tonnes | 0.11 | 0.12 | - The Group has identified climate-related physical risks (e.g., extreme weather) and transition risks (e.g., market, technological risks) and has developed response measures, including data backup, emergency management plans, and strengthening business resilience[226](index=226&type=chunk)[227](index=227&type=chunk)[229](index=229&type=chunk) [B. Society](index=46&type=section&id=B.%20社會) On the social front, the Group focuses on employee well-being, health and safety, supply chain management, product responsibility, and anti-corruption; as of the reporting period end, the Group had 20 full-time employees with a 35% turnover rate, no work-related injuries in three years, and strict policies on labor standards, data protection, and anti-corruption Employment Indicators | Employment Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 20 | 15 | | Employee Turnover Rate | 35% | 47% | - There were no work-related injuries or fatalities in the past three years, including the reporting period[240](index=240&type=chunk) - The Group has established strict data protection and privacy policies and complies with the Personal Data (Privacy) Ordinance; no significant complaints regarding customer privacy infringement or loss of customer data were received during the reporting period[249](index=249&type=chunk) - The Group maintains a zero-tolerance stance on corruption and bribery, has established a code of conduct, and provides anti-corruption training to employees; no corruption lawsuits were filed against the Group or its employees during the reporting period[256](index=256&type=chunk)[260](index=260&type=chunk)[262](index=262&type=chunk) [Independent Auditor's Report](index=59&type=section&id=獨立核數師報告) The auditor issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025, primarily due to significant uncertainties regarding the Group's ability to continue as a going concern - The auditor issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025[281](index=281&type=chunk) - The basis for the "disclaimer of opinion" is the auditor's inability to obtain sufficient appropriate audit evidence to assess the effectiveness of management's measures (such as negotiating with lenders, obtaining new financing, shareholder support, and improving profitability) to address liquidity pressures, given significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern, including net losses, current liabilities exceeding current assets, loan defaults, and winding-up petitions[282](index=282&type=chunk)[283](index=283&type=chunk)[286](index=286&type=chunk) [Consolidated Financial Statements](index=62&type=section&id=綜合財務報表) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=63&type=section&id=綜合損益及其他全面收益表) For the year ended March 31, 2025, the Group's revenue was HKD 17.55 million, a year-on-year decrease, with the annual loss expanding to HKD 15.22 million due to increased impairment loss on goodwill and reduced other income, resulting in a loss attributable to owners of HKD 14.88 million and basic loss per share of HKD 11.49 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 17,551 | 22,110 | | Loss Before Income Tax | (15,224) | (5,928) | | Loss for the Year | (15,224) | (5,928) | | Loss Attributable to Owners of the Company | (14,876) | (6,763) | | Basic Loss Per Share (HKD cents) | (11.49) | (5.77) | [Consolidated Statement of Financial Position](index=64&type=section&id=綜合財務狀況表) As of March 31, 2025, the Group's financial position deteriorated further, with total assets significantly reduced to HKD 3.54 million and total liabilities at HKD 73.61 million; net current liabilities expanded to HKD 56.52 million, and total deficit increased to HKD 70.07 million, indicating severe insolvency Consolidated Statement of Financial Position Summary | Indicator (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 575 | 6,541 | | Current Assets | 2,964 | 18,444 | | **Total Assets** | **3,539** | **24,985** | | Current Liabilities | 59,483 | 42,342 | | Non-current Liabilities | 14,124 | 37,493 | | **Total Liabilities** | **73,607** | **79,835** | | **Net Current Liabilities** | **(56,519)** | **(23,898)** | | **Total Deficit** | **(70,068)** | **(54,850)** | [Consolidated Statement of Cash Flows](index=67&type=section&id=綜合現金流量表) For the year ended March 31, 2025, the Group experienced a net cash outflow from operating activities of HKD 4.67 million and from financing activities of HKD 8.82 million, primarily for loan repayments, resulting in a net decrease in cash and cash equivalents of HKD 13.54 million, with an ending balance of only HKD 0.325 million, indicating extremely tight cash liquidity Consolidated Statement of Cash Flows Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,666) | (5,812) | | Net Cash (Used in)/From Investing Activities | (54) | 73 | | Net Cash (Used in)/From Financing Activities | (8,821) | 17,195 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (13,541) | 11,456 | | Cash and Cash Equivalents at Year End | 325 | 13,860 | [Notes to the Consolidated Financial Statements](index=67&type=section&id=綜合財務報表附註) [Going Concern Assessment](index=69&type=section&id=持續經營評估) The notes reiterate significant doubts about the company's going concern ability, citing net losses, severe insolvency, loan defaults, and winding-up petitions; the Board has formulated measures including debt extensions, new financing, shareholder support, and cost control, believing the company can continue as a going concern, though success remains highly uncertain - As of March 31, 2025, the Group recorded a net loss of approximately **HKD 15.22 million**, with current liabilities exceeding current assets by approximately **HKD 56.52 million**, and total liabilities exceeding total assets by approximately **HKD 70.07 million**[313](index=313&type=chunk) - The Group defaulted on approximately **HKD 9.98 million** in borrowings and faces a winding-up petition for failing to settle a judgment sum of approximately **HKD 11.60 million**, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[313](index=313&type=chunk) - The Board has formulated measures (negotiating with lenders, seeking new financing, obtaining major shareholder support, tightening costs) to address liquidity pressures and believes the Group will have sufficient financial resources to continue as a going concern, but the success of these measures depends on future events and involves inherent uncertainties[317](index=317&type=chunk)[318](index=318&type=chunk) [Impairment of Goodwill](index=97&type=section&id=商譽減值) Due to decreased OTT service revenue, the Group recognized an additional impairment loss of HKD 6.27 million on goodwill related to OTT services this year, fully impairing it to a carrying amount of zero - An impairment loss on goodwill of **HKD 6.27 million** was recognized this year (2024: HKD 2.264 million) due to reduced OTT service revenue[442](index=442&type=chunk) - As of March 31, 2025, the carrying amount of goodwill has been reduced to **zero**[441](index=441&type=chunk) [Borrowings and Litigation](index=101&type=section&id=借貸與訴訟) As of the reporting period end, the Group's total borrowings were approximately HKD 24.0 million, with about HKD 9.98 million in default; the Group faces two significant legal actions: a winding-up petition for an unpaid judgment sum of HKD 11.60 million, which the company is appealing, and another winding-up petition for HKD 6.10 million debt, which was settled and withdrawn post-reporting period - As of March 31, 2025, the company was in default on three borrowings totaling approximately **HKD 9.98 million**[459](index=459&type=chunk) - Ms. Yu Yining filed a winding-up petition against the company on June 13, 2025, for failure to settle a judgment sum of approximately **HKD 11.60 million**; the company is appealing this judgment[504](index=504&type=chunk)[506](index=506&type=chunk) - Grand Harbour Limited had filed a winding-up petition for approximately **HKD 6.10 million** in debt, but a settlement agreement was reached in May 2025, and the petition has since been withdrawn[507](index=507&type=chunk)[508](index=508&type=chunk)[509](index=509&type=chunk) [Five-Year Financial Summary](index=116&type=section&id=五年財務摘要) The five-year financial summary indicates a continuous decline in the Group's revenue since 2022, with the company recording losses for five consecutive years and its total deficit expanding from HKD 67.16 million in 2021 to HKD 70.07 million in 2025, reflecting a continuous deterioration in financial health - The five-year financial summary shows a continuous decline in the Group's revenue since 2022; the company has recorded losses for **five consecutive years**, and its total deficit (degree of insolvency) expanded from **HKD 67.16 million** in 2021 to **HKD 70.07 million** in 2025, indicating a continuous deterioration in financial health[522](index=522&type=chunk) Five-Year Financial Summary | Indicator (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 17,551 | 22,110 | 23,993 | 36,184 | 32,837 | | Loss for the Year | (15,224) | (5,928) | (12,492) | (27,867) | (7,137) | | **Assets and Liabilities** | | | | | | | Total Assets | 3,539 | 24,985 | 17,939 | 24,789 | 34,617 | | Total Liabilities | (73,607) | (79,835) | (89,880) | (87,539) | (101,774) | | **Total Deficit** | **(70,068)** | **(54,850)** | **(71,941)** | **(62,750)** | **(67,157)** |

（ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8103） 自願性公告 有關清盤呈請之進一步資料 茲提述hmvod視頻有限公司（「本公司」）日期為(i)二零二五年二月十七日之公告， 內容有關本公司與于一寧女士（「于女士」）之間的訴訟；及(ii)日期為二零二五年 六月二十日之公告，內容有關針對本公司提起的清盤呈請（「該等公告」）。除另有 所指外，本公告所用詞彙與該等公告所界定者具有相同涵義。 有關呈請書之進一步資料 自判決發佈起至本公告日期，本公司一直尋求法律意見，以評估有關判決金額的 上訴理由的實質依據。預期將於二零二五年八月初之前提交申請釐定聆訊上訴日期。 因此，於本公告日期，本公司尚未結償判決金額。判決並未訂明結償判決金額的具 體時間表，且判決利率將適用，直至悉數支付判決金額。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 hmvod Limited hmvod視頻有限公司 本公司行政人員於二零二五年六月十六日收到呈請 ...

Company Overview - HMVOD Video Limited is an internet technology supplier engaged in designing, developing, and producing internet software solutions, as well as providing IT consulting and e-business innovation services to commercial and government entities [2] - The company has recently announced the acquisition of a 40% stake in Beijing Zhongguang Honglian Network Technology Co., Ltd., which focuses on research, development, and provision of information on-demand systems and telecommunications solutions [2] Financial Performance - As of March 31, 2025, HMVOD Video reported total revenue of 16.1966 million yuan, a year-on-year decrease of 20.62% [1] - The company recorded a net profit attributable to shareholders of -13.728 million yuan, representing a year-on-year decline of 119.96% [1] - The gross profit margin stood at 24.56%, while the debt-to-asset ratio was extremely high at 2079.88% [1] Stock Performance - On July 10, the stock price of HMVOD Video closed at 0.255 HKD per share, marking an increase of 59.38% with a trading volume of 106,500 shares and a turnover of 27,300 HKD, reflecting a volatility of 125.0% [1] - Over the past month, the stock has experienced a cumulative decline of 9.09%, and since the beginning of the year, it has dropped by 65.59%, underperforming the Hang Seng Index, which has risen by 19.1% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the media and entertainment industry is -13.72 times, with a median of -1.47 times [1] - HMVOD Video's P/E ratio is -1.39 times, ranking 96th in the industry [1] - Comparatively, other companies in the industry have P/E ratios such as Huashi Group Holdings at 2.04 times, Yaoxing Technology Group at 2.55 times, and Weibo-SW at 6.77 times [1]

[Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company's revenue declined by 20.6% to HKD 17.55 million, leading to an expanded annual loss of HKD 15.22 million due to reduced other income and goodwill impairment | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 17,551 | 22,110 | -20.6% | | Other income and gains | 83 | 8,620 | -99.0% | | Goodwill impairment loss | (6,270) | (2,264) | +176.9% | | Loss before income tax | (15,224) | (5,928) | +156.8% | | Loss for the year | (15,224) | (5,928) | +156.8% | | Loss attributable to owners of the Company | (14,876) | (6,763) | +120.0% | | Basic loss per share (HK cents) | (11.49) | (5.77) | +99.1% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The company's financial position deteriorated significantly with net current liabilities expanding to HKD 56.52 million and cash and cash equivalents sharply declining to HKD 0.325 million | Balance Sheet Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash and cash equivalents | 325 | 13,860 | -97.7% | | Total current assets | 2,964 | 18,444 | -83.9% | | Goodwill | – | 6,270 | -100% | | Total non-current assets | 575 | 6,541 | -91.2% | | **Liabilities and Equity** | | | | | Total current liabilities | 59,483 | 42,342 | +40.5% | | Net current liabilities | (56,519) | (23,898) | +136.5% | | Accumulated deficit | (70,068) | (54,850) | +27.7% | [Consolidated Statement of Changes in Equity](index=6&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) The accumulated deficit attributable to owners of the Company increased to HKD 65.73 million due to a HKD 14.88 million loss for the year - The accumulated deficit attributable to owners of the Company worsened from approximately **HKD 50,856 thousand** to approximately **HKD 65,726 thousand**, primarily due to a loss of **HKD 14,876 thousand** recorded for the year[8](index=8&type=chunk) [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Going Concern Assessment](index=8&type=section&id=Going%20Concern%20Assessment) The company faces severe going concern risks due to significant losses, net current liabilities, loan defaults, and a winding-up petition, with management's mitigation plans subject to uncertainty - Material uncertainties exist that may cast significant doubt on the Group's ability to continue as a going concern, primarily evidenced by[15](index=15&type=chunk) - An annual net loss of approximately **HKD 15.22 million** - Current liabilities exceeding current assets by approximately **HKD 56.52 million** - Total liabilities exceeding total assets by approximately **HKD 70.07 million** - Approximately **HKD 9.98 million** in borrowings defaulted and repayable on demand - A winding-up petition filed against the company on June 13, 2025, due to failure to settle a judgment sum of approximately **HKD 11.60 million** - Management's measures to address liquidity pressure include[17](index=17&type=chunk)[21](index=21&type=chunk) - Negotiating repayment extensions with existing lenders - Seeking alternative financing and bank borrowings - Seeking financial support from Mr. Lui Yu Kin, a major shareholder - Implementing stringent cost control measures [Revenue and Segment Information](index=9&type=section&id=Revenue%20and%20Segment%20Information) All Group revenue is from OTT services, which saw a 20.6% decline to HKD 17.55 million this year Revenue Sources | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | OTT services | 17,551 | 22,110 | - The Group has only one operating segment, which is the provision of OTT services[23](index=23&type=chunk) [Goodwill Impairment](index=12&type=section&id=Goodwill%20Impairment) A goodwill impairment loss of HKD 6.27 million was recognized due to reduced OTT service revenue, bringing goodwill's carrying value to zero - For the year ended March 31, 2025, a further goodwill impairment of **HKD 6,270,000** was recognized due to reduced expected revenue in cash flow forecasts resulting from decreased OTT service revenue[33](index=33&type=chunk) Goodwill Carrying Value | Goodwill Carrying Value | Amount (HKD thousands) | | :--- | :--- | | As at March 31, 2024 | 6,270 | | Impairment loss for the year | (6,270) | | As at March 31, 2025 | – | [Borrowings and Litigation](index=15&type=section&id=Borrowings%20and%20Litigation) The company faces severe debt and legal issues, including HKD 10 million in defaulted borrowings and a winding-up petition from a lost lawsuit, while another petition was settled [Borrowings](index=15&type=section&id=Borrowings) As of March 31, 2025, the Group's total borrowings were HKD 23.98 million, with approximately HKD 9.98 million in default, leading to a winding-up petition Borrowings Summary | Borrowings | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Repayable within one year | 9,980 | 13,343 | | Repayable after one year | 14,000 | 17,822 | | **Total** | **23,980** | **31,165** | - For the year ended March 31, 2025, the Company defaulted on three borrowings totaling approximately **HKD 9,980,000** One of the lenders has served a statutory demand and filed a winding-up petition against the Company[45](index=45&type=chunk) [Litigation](index=16&type=section&id=Litigation) The Group faces significant legal disputes, including a HKD 11.46 million judgment leading to a winding-up petition, while another petition was settled post-reporting period - In the lawsuit with Ms. Yu Yining (HCA 1347/2021), the High Court ruled in January 2025 that the Company must repay approximately **HKD 11.46 million** plus interest to Ms. Yu Due to the Company's failure to settle, Ms. Yu filed a winding-up petition (HCCW 356/2025) against the Company on June 13, 2025[51](index=51&type=chunk) - In the lawsuit with Grand Harbour Limited (HCCW 152/2025), involving approximately **HKD 6.10 million** in debt, both parties reached a settlement post-reporting period, and the winding-up petition was ordered to be withdrawn by the court on May 21, 2025[54](index=54&type=chunk)[56](index=56&type=chunk) [Independent Auditor's Report](index=18&type=section&id=Independent%20Auditor%27s%20Report) [Basis for Disclaimer of Opinion](index=18&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor issued a "disclaimer of opinion" on the financial statements due to insufficient audit evidence regarding the going concern assumption and the reliability of management's key cash flow forecast assumptions - The auditor explicitly stated a "disclaimer of opinion on the Group's consolidated financial statements" due to the inability to obtain sufficient appropriate audit evidence to provide a basis for the audit opinion[58](index=58&type=chunk) - The core of the disclaimer of opinion lies in significant doubts about the "going concern" assumption, as the auditor was unable to evaluate[60](index=60&type=chunk) - The status and likelihood of loan repayment extensions - The financial viability of major shareholders providing financial support to the Group - The sufficiency of the Group's plans and measures to enhance profitability and tighten cost controls - The auditor noted that if the Group is unable to continue as a going concern, significant adjustments would be required to the financial statements, such as writing down assets, recognizing additional liabilities, and reclassifying assets and liabilities, which are not reflected in the current statements[61](index=61&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) [Financial and Business Performance](index=20&type=section&id=Financial%20and%20Business%20Performance) Management attributes the 20.6% revenue decline and expanded loss to market competition and reduced other income, while remaining optimistic about OTT and seeking new investment opportunities - Turnover decreased by approximately **20.6%** to **HKD 17.6 million**, primarily due to reduced OTT service subscriptions caused by intensified market competition and changes in consumer behavior[62](index=62&type=chunk)[64](index=64&type=chunk) - Loss attributable to owners of the Company expanded from **HKD 6.8 million** to **HKD 14.9 million**, primarily due to (i) decreased revenue; and (ii) reduced other income and gains (including a loan waiver in the prior year)[62](index=62&type=chunk)[63](index=63&type=chunk) - In the future, the Group plans to leverage existing platform resources to develop media content and will seek investment/acquisition opportunities in other industries to create shareholder value[65](index=65&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=21&type=section&id=Liquidity%20and%20Capital%20Structure) The Group's liquidity is extremely tight, with bank balances and cash at HKD 0.3 million against HKD 59.5 million in current liabilities, resulting in a net liability position Liquidity and Capital Structure Summary | Item | March 31, 2025 (HKD millions) | March 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Current assets | 3.0 | 18.4 | | Bank balances and cash | 0.3 | 13.9 | | Current liabilities | 59.5 | 42.3 | | Total borrowings | 24.0 | 31.2 | | Accumulated deficit attributable to owners of the Company | 65.7 | 50.9 | - As the Company recorded an accumulated deficit attributable to owners of the Company as at both March 31, 2024, and March 31, 2025, the gearing ratio is not applicable[68](index=68&type=chunk) [Use of Proceeds from Placing](index=23&type=section&id=Use%20of%20Proceeds%20from%20Placing) Net proceeds of HKD 23.01 million from the October 2023 placing were fully utilized for general working capital, OTT content, and staff costs, with concert production funds reallocated Use of Proceeds | Use | Original Allocation (HKD millions) | Cumulative Utilized as at 31/3/2025 (HKD millions) | Unutilized Amount (HKD millions) | | :--- | :--- | :--- | :--- | | Purchase of OTT service content | 5 | 5 | – | | Concert production | 7 | 0 | 0 (reallocated) | | General working capital and others | 11 | 18 | – | | **Total** | **23** | **23** | **–** | [Corporate Governance and Other Information](index=24&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Major Shareholders](index=27&type=section&id=Major%20Shareholders) As of March 31, 2025, the company had three major shareholders, with Mr. Lui Yu Kin holding the largest stake at 17.29% Major Shareholders Information | Name of Major Shareholder | Capacity | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Lui Yu Kin | Beneficial owner | 22,376,000 | 17.29% | | Cheng Chi Hang | Beneficial owner | 8,628,500 | 6.67% | | Chan Chui Ping | Beneficial owner | 6,472,500 | 5.00% | [Audit Committee and Corporate Governance](index=28&type=section&id=Audit%20Committee%20and%20Corporate%20Governance) The Audit Committee reviewed the financial statements, and while the company claims corporate governance compliance, it deviates from the code by not having a separate Chairman of the Board - The Audit Committee, comprising three independent non-executive directors, reviewed the Group's audited consolidated financial statements and had no disagreements with the auditor[93](index=93&type=chunk) - The Company does not have a Chairman of the Board, with the functions jointly performed by three executive directors (Ms. Wong Tsz Ki, Mr. Chong Tung Sum, and Mr. Ko Chi Kiu), which deviates from Corporate Governance Code Provision C.2.1 regarding the separation of Chairman and Chief Executive Officer roles[95](index=95&type=chunk)

hmvod Limited hmvod視頻有限公司 （ ） 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 （股份代號：8103） 有關委任獨立非執行董事之 補充公告 茲提述hmvod視頻有限公司（「本公司」，連同其附屬公司統稱「本集團」）日期為二 零二四年四月八日之公告，內容有關委任葉子晴先生（「葉先生」）及梁子煒先生 （「梁先生」）為本公司獨立非執行董事（「該公告」）。除另有界定外，本公告所用 詞彙與該公告界定者具有相同涵義。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 香港，二零二五年六月三十日 於本公告日期，董事會由下列董事組成： 執行董事： 王祉淇小姐 莊冬昕先生 高智翹先生 獨立非執行董事： 梁子煒先生 周浩源先生 葉子晴先生 – 1 – 董事會謹此補充，葉先生及梁先生已各自確認：(i)彼於過去或當前概無在本集團 業務中擁有任何財務或其他權益或與本公司之任何核心關連人士（定義見GEM上 市規則）有任何關連；及(ii)彼於獲委任時 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 hmvod Limited hmvod視頻有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8103） 內幕消息－清盤呈請 本公告由hmvod視頻有限公司（「本公司」）董事（「董事」）會（「董事會」）根據香 港聯合交易所有限公司（「聯交所」）GEM證券上市規則（「GEM上市規則」）第 17.10(2)(a)條及第17.27(1)(b)條以及香港法例第571章證券及期貨條例第XIVA部項 下的內幕消息條文（定義見GEM上市規則）所作出。 茲提述本公司日期為二零二五年二月十七日的公告（「該公告」），內容有關本公 司與于一寧女士（「于女士」）之間的訴訟。除另有界定者外，本公告所用詞彙與該 公告所界定者具有相同涵義。 呈請書 誠如該公告所披露，香港特別行政區高等法院（「高等法院」）於二零二五年一月 二十八日作出判決，其中，本公司須向于女士償還判決金額11,456,336港元（「 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或部分 內容而產生或因依據該等內容而引致之任何損失承擔任何責任。 hmvod Limited hmvod視頻有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8103） 董事會會議通告 hmvod視頻有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」） 會（「董事會」）謹此宣佈，將於二零二五年六月三十日（星期一）舉行董事會會議， 以商討（其中包括）以下事項： 承董事會命 hmvod視頻有限公司 執行董事 王祉淇 香港，二零二五年六月十八日 於本公告日期，董事會由下列董事組成： 獨立非執行董事： 梁子煒先生 周浩源先生 葉子晴先生 – 1 – 1. 審議及批准本集團截至二零二五年三月三十一日止年度經審核綜合全年業績； 以及批准於香港聯合交易所有限公司GEM（「GEM」）網站及本公司網站刊發 業績公告；及 2. 考慮派付股息（如有）。 王祉淇小姐 莊冬昕先生 高智翹先生 本公告載有為遵守香港聯合交易所有限公司GEM證券上市規則 ...