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） (Stock Code 股份代號: 8103) NOTIFICATION LETTER 通 知 信 函 Dear Shareholder(s), 9 December 2024 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"):- If you have not provided us with a valid email addr ...

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 (If you have previously requested to receive Corporate Communication(s)(Note 2) in printed form, the printed copy (or copies) is/are enclosed .) You may at any time send your request in writing to the Company (c/o its Hong Kong share registrar, Union Registrars Limited ("Hong Kong Share Registrar") at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King' ...

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。 二零二四年十二月二日起，hmvod視頻有限公司董事（「董事」）會（「董事會」）成 員載列如下： 執行董事： 王祉淇小姐 莊冬昕先生 高智翹先生 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） 董事名單與其角色和職能 董事會設立三個董事委員會並設有既定職權範圍。下表列出各董事會成員於該等 委員會中所擔任的職位。 | | 董事委員會 | 審核委員會 | 提名委員會 | 薪酬委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 高智翹先生 | | – | M | M | | 梁子煒先生 | | C | M | M | | 葉子晴先生 | | M | C | C | | 周浩源先生 | | M | – | – | 附註： C：有關董事委員會的主席 M：有關董事委員會的 ...

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） 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」）宣佈以下本公司董事調任，自二零二四年十二月二日起生效。 調任為執行董事 高智翹先生（「高先生」）已由非執行董事調任為本公司執行董事，自二零二四年 十二月二日起生效。 高先生，47歲，於二零二三年九月四日獲委任為本公司獨立非執行董事。高先生於 傳媒、通訊及新聞方面擁有豐富經驗。高先生持有珠海大學新聞及傳播學學士學位。 高先生於編輯行業及新聞方面擁有逾22年經驗。彼現為一間公關公司之行政總裁 及創辦人。 – 1 – 董事調任； 委任獨立非執行董事及 董事會委員會成員組成變動 hmvod視頻有限公司董事會宣佈，自二零二四年十二月二日起： 1. 本公司獨立非執行董事高智翹先生已 ...

Financial Performance - For the six months ending September 30, 2024, the revenue was approximately HKD 8,800,000, a decrease of about 1.7% compared to HKD 9,000,000 in the same period of 2023[3] - The loss for the same period was approximately HKD 5,500,000, an improvement from a loss of HKD 6,200,000 in 2023[3] - The basic loss per share for the six months was approximately HKD 0.0394, compared to HKD 0.0546 in the previous year[3] - The total comprehensive loss for the period attributable to owners of the company was HKD 5,100,000, an improvement from HKD 5,887,000 in the previous year[7] - The company reported a net loss of HKD 5,460,000 for the six months ended September 30, 2024, compared to a net loss of HKD 5,895,000 for the same period in 2023[18] Revenue Sources - Revenue from OTT services was HKD 8,812,000 for the six months ended September 30, 2024, a decrease of 1.73% from HKD 8,967,000 in 2023[21] - The decline in OTT service revenue was attributed to a drop in subscriptions due to the easing of COVID-19 restrictions and increased competition from other OTT service providers[46] Cash Flow and Liquidity - The cash outflow from operating activities for the six months was HKD 11,800,000, compared to HKD 2,639,000 in 2023[12] - The total cash and cash equivalents at the end of the period were HKD 1,619,000, down from HKD 13,860,000 at the beginning of the period[12] - The total liabilities exceeded total assets by HKD 60,304,000, raising significant doubts about the company's ability to continue as a going concern[18] Cost Management - The company has implemented cost control measures to improve operational efficiency and enhance future cash flow[18] - Outsourcing costs decreased from approximately HKD 8,500,000 in 2023 to about HKD 8,200,000, reflecting the reduction in revenue[49] - Operating and administrative expenses reduced from approximately HKD 5,700,000 in 2023 to about HKD 4,700,000[49] - The total employee cost for the review period was approximately HKD 3,200,000, down from HKD 3,600,000 in 2023, with 17 employees as of September 30, 2024[55] Dividends and Shareholder Information - The board of directors did not recommend any interim dividend for the six months ending September 30, 2024, consistent with the previous year[3] - The company did not recommend any dividend for the six months ended September 30, 2024, consistent with the previous year[27] - As of September 30, 2024, the company's issued share capital consists of 129,447,897 shares[74] - Major shareholder Lu Yujian holds 22,376,000 shares, representing 17.29% of the company's issued shares[74] - Major shareholder Zheng Zhiheng holds 8,628,500 shares, representing 6.67% of the company's issued shares[74] - Major shareholder Chen Cuiping holds 6,472,500 shares, representing 5.00% of the company's issued shares[74] Corporate Governance - The company has established an audit committee consisting of three independent non-executive directors[79] - The company has adopted the corporate governance code as per GEM Listing Rules Appendix 15 and has complied with it during the reporting period[80] - The company has confirmed that all directors have complied with the trading guidelines set forth in the GEM Listing Rules[81] - The company has no significant contracts related to its business where directors have a material interest as of September 30, 2024[77] - There are no competitive business interests held by directors or their associates as of September 30, 2024[78] Financing Activities - The company's financing costs for the six months ended September 30, 2024, were HKD 1,006,000, down from HKD 2,033,000 in 2023, representing a reduction of about 50.5%[24] - The company completed a placement on October 24, 2023, raising net proceeds of approximately HKD 23,010,000, with plans to prudently control expenses due to market uncertainties[56] Assets and Liabilities - Non-current assets, including property, plant, and equipment, totaled HKD 6,473,000 as of September 30, 2024[9] - Current liabilities amounted to HKD 36,621,000, compared to HKD 42,342,000 as of March 31, 2024[9] - The company's total borrowings as of September 30, 2024, were HKD 31,941,000, with HKD 17,941,000 classified as current liabilities due within the next twelve months[40] Strategic Focus - The company continues to focus on providing over-the-top (OTT) services, including the distribution and production of films, television programs, and music[14] - The company aims to leverage its OTT platform to provide a variety of media content, including movies and TV shows, to attract more customers in Hong Kong and Macau[47] - The company has not completed any significant investments or acquisitions during the six months ending September 30, 2024[53]

（ 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 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 高智翹先生 葉子晴先生 梁子煒先生 – 1 – 1. 審議及批准本公司及其附屬公司截至二零二四年九月三十日止六個月未經審 核綜合中期業績；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）。 hmvod視頻有限公司（「本公司」）董事會（「董事會」）謹此宣佈，將於二零二四年 十一月二十八日（星期四）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，二零二四年十一月二十日 於本公告日期，董事會由下列董事組成： 執行董事： 獨立非執行董事： 王祉淇小姐 莊冬昕先生 本公告載有為遵守香港聯合交易所有限公司GEM證券上市規則而提供之本公司資 料，董 ...

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，二零二四年十一月四日 於本公告日期，董事會由下列董事組成： 總部及主要營業地點變更 hmvod視頻有限公司（「本公司」）董事會（「董事會」）宣佈，本公司之總部及主要 營業地點地址已變更為香港九龍九龍灣常悅道19號福康工業大廈12樓8室，自二零 二四年十一月一日起生效。 承董事會命 hmvod視頻有限公司 執行董事 hmvod Limited 王祉淇 hmvod視頻有限公司 （ 於 司 ） 開 曼 群 島 註 冊 成 立 之 有 限 公 （股份代號：8103） 獨立非執行董事： 高智翹先生 葉子晴先生 梁子煒先生 本公告載有為遵守香港聯合交易所有限公司GEM證券上市規則而提供之本公司資 料，董事對本公告內容共同及個別承擔全部責任，並於作出一切合理查詢後，確認 據彼等所知及所信，本公告內所載之資料在各重大方面均屬準確完備，並無誤導 或欺騙成份，亦無遺漏其他事實，以致本公告內任何聲明或本公告有所誤導。 本 ...

企業管治報告 10 董事會報告 24 環境、社會及管治報告 32 獨立核數師報告 57 財務表現 截至二零二四年三月三十一日止年度，本集團錄得營業額約22,100,000港元（二零二三年：24,000,000港元），較二零二三年 相應年度減少約7.8%。其他收入及收益增至約8,600,000港元，較二零二三年相應年度的約2,500,000港元增加251.3%，原因 為借貸豁免。分包商成本較二零二三年相應年度的約16,000,000港元增加至約16,300,000港元。經營及行政開支較二零二三 年相應年度的約5,300,000港元減少至約5,200,000港元。融資成本較二零二三年相應年度的約4,700,000港元增加至約5,000,000 港元，上升5.9%，乃由於償還借貸所致。截至二零二四年三月三十一日止年度，持續經營業務的本公司擁有人應佔虧損約為 6,800,000港元（二零二三年：虧損12,200,000港元）。 虧損減少主要由於(i)其他收入增加；及(ii)員工成本減少。 OTT 服務乃透過不同平台於香港提供多媒體相關服務及內容。OTT 服務市場主要受可在不同裝置及平台上觀看的便捷性、內 容的多樣化所 ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Company Overview](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This chapter outlines hmvod Video Limited's fundamental company information, including board composition and key personnel, noting significant management changes during and after the reporting period - During and after the reporting period, positions of executive directors, independent non-executive directors, company secretary, and authorized representatives underwent **multiple changes**, indicating **management instability**[6](index=6&type=chunk)[7](index=7&type=chunk) - The chairpersons of the company's audit, remuneration, and nomination committees are all **independent non-executive directors**, complying with **corporate governance requirements**[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Financial Performance](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E8%A1%A8%E7%8F%BE) For the year ended March 31, 2024, the Group's revenue decreased by 7.8% to approximately HKD 22.1 million, but other income and gains significantly increased by 251.3% due to loan waivers, leading to a narrowed loss attributable to owners from HKD 12.2 million to HKD 6.8 million Key Financial Indicators for FY2024 | Indicator | FY2024 (HKD Thousands) | FY2023 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 22,100 | 24,000 | -7.8% | | Other Income and Gains | 8,600 | 2,500 | +251.3% | | Subcontractor Costs | 16,300 | 16,000 | +1.9% | | Finance Costs | 5,000 | 4,700 | +5.9% | | Loss Attributable to Owners | (6,800) | (12,200) | Loss narrowed by 44.3% | - The primary reasons for the reduction in annual loss were (i) an **increase in other income** (mainly from loan waivers) and (ii) a **decrease in staff costs**[10](index=10&type=chunk) [Business Performance and Outlook](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E8%A1%A8%E7%8F%BE%E5%8F%8A%E5%89%8D%E6%99%AF) The Group's core OTT service revenue declined to HKD 22.1 million due to post-pandemic market volatility, shifting consumer behavior, and increased competition, yet the Board remains optimistic about the overall long-term growth of the OTT market - OTT service revenue decreased from **HKD 24 million** to **HKD 22.1 million**, primarily due to post-pandemic market changes and intensified competition[11](index=11&type=chunk) - The Board believes that despite short-term revenue decline, the overall OTT market continues to grow, which is beneficial for the Group's long-term development[11](index=11&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=7&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B) As of March 31, 2024, the Group was in a net deficit position with current liabilities exceeding current assets; to improve its capital structure, the Group raised approximately HKD 23 million through new share placements and repaid about HKD 13.8 million in borrowings, with the Board continuing to seek equity financing opportunities Financial Position Summary (as of March 31, 2024) | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Deficit Attributable to Owners | (6,800) | (12,300) | | Current Assets | 18,400 | 9,000 | | Of which: Bank Balances and Cash | 13,900 | 2,400 | | Current Liabilities | 42,300 | 31,200 | | Total Borrowings and Bonds | 31,200 | 40,500 | - On October 24, 2023, the company successfully raised approximately **HKD 23 million** through a placement of new shares to improve its capital structure[15](index=15&type=chunk) [Other Financial and Operational Information](index=7&type=section&id=%E5%85%B6%E4%BB%96%E8%B2%A1%E5%8B%99%E5%8F%8A%E9%81%8B%E7%87%9F%E4%BF%A1%E6%81%AF) This section outlines the Group's other financial and operational status, noting the inapplicability of the debt-to-equity ratio due to a net deficit, minimal foreign exchange risk, no significant investments during the year, and a decrease in total staff and related costs for the single OTT service segment - The debt-to-equity ratio is inapplicable as the company recorded a deficit attributable to owners at the end of both FY2023 and FY2024[16](index=16&type=chunk) - The Group plans to expand its business scope in the future, potentially pursuing investments or acquisitions in other industries such as renewable energy and finance[19](index=19&type=chunk) Staff and Remuneration Overview | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Number of Employees (including Directors) | 15 | 33 | | Total Staff Costs (HKD) | Approx. 7.7 million | Approx. 9.7 million | [Biographies of Directors and Senior Management](index=8&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) [Background of Directors and Senior Executives](index=8&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%AE%A1%E8%83%8C%E6%99%AF) This section details the personal biographies of the company's executive directors, independent non-executive directors, senior management, and company secretary, highlighting their diverse professional backgrounds and extensive experience across finance, media, public relations, accounting, and film industries - Executive Director Ms. Wang Zhiqi, **30 years old**, holds a Bachelor's degree in Applied Finance and possesses several years of management experience in financial services and media industries[29](index=29&type=chunk) - Independent Non-executive Director Mr. Hung Cho Sing, B.B.S., **83 years old**, is a veteran in the Hong Kong film industry with over **50 years of film distribution experience** and serves as an independent non-executive director for several listed companies[33](index=33&type=chunk)[34](index=34&type=chunk) - Ms. He Zhina resigned from her executive director and other positions on June 9, 2024, but continues to serve the Group as General Manager of subsidiary Sui Yi Bo Hong Kong Limited[36](index=36&type=chunk) [Corporate Governance Report](index=10&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices and the Board](index=11&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E8%88%87%E8%91%A3%E4%BA%8B%E6%9C%83) The company largely complied with GEM Listing Rules' Corporate Governance Code, except for the absence of a Board Chairman; the nine-member Board, including six independent non-executive directors, held 12 meetings with high attendance and provided continuous professional development training - The company deviated from Corporate Governance Code provision C.2.1 by not establishing a Chairman position, with its functions jointly performed by three executive directors[39](index=39&type=chunk) - The Board comprises **3 executive directors** and **6 independent non-executive directors**, with independent non-executive directors forming a majority and possessing appropriate professional qualifications[47](index=47&type=chunk) - All directors confirmed compliance with the required standards for securities transactions and participated in continuous professional development training[41](index=41&type=chunk)[56](index=56&type=chunk) [Accountability, Risk Management, and Internal Control](index=14&type=section&id=%E5%95%8F%E8%B2%AC%E3%80%81%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E8%88%87%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7) The Board affirmed its responsibility for preparing true and fair financial statements on a going concern basis, despite significant uncertainties including annual net loss and liabilities exceeding assets; the Board maintains effective risk management and internal control systems, supervised by the Audit Committee, with no significant control deficiencies identified during the year - Directors are aware of conditions that cast significant doubt on the Group's ability to continue as a going concern, including a net loss of approximately **HKD 5.9 million**, current liabilities exceeding current assets by approximately **HKD 23.9 million**, and total liabilities exceeding total assets by approximately **HKD 54.9 million**[63](index=63&type=chunk) - The Board is responsible for ensuring effective risk management and internal control systems, which it considers reasonably effective and adequate during the reporting period[65](index=65&type=chunk)[68](index=68&type=chunk) [Board Committees](index=16&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The company established Remuneration, Nomination, and Audit Committees, all chaired by independent non-executive directors; these committees held a total of eight meetings during the year to address compensation policies, board structure and diversity, and oversight of financial reporting, risk management, and internal controls - The Remuneration Committee, chaired by Independent Non-executive Director Mr. Chan Sze Chung, advises the Board on remuneration policies for directors and senior management[69](index=69&type=chunk)[70](index=70&type=chunk) - The Nomination Committee, chaired by Independent Non-executive Director Mr. Chan Sze Chung, evaluates board composition and nominates directors, having adopted a board diversity policy[73](index=73&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) - The Audit Committee, chaired by Independent Non-executive Director Dr. Tsang Hing Yun, oversees financial reporting processes and internal controls, and has reviewed the current year's consolidated results[78](index=78&type=chunk)[79](index=79&type=chunk)[82](index=82&type=chunk) [Other Governance Policies](index=21&type=section&id=%E5%85%B6%E4%BB%96%E7%AE%A1%E6%B2%BB%E6%94%BF%E7%AD%96) The company established various governance policies to enhance transparency and accountability, including a board independence assessment mechanism and a board diversity policy, with a commitment to increasing female representation; additionally, whistleblowing, anti-fraud, and anti-corruption policies are in place, and the company secretary position saw changes during the year - The company adopted a board independence assessment mechanism, evaluated via questionnaires, indicating the Board possesses necessary skills and experience, and independent non-executive directors can exercise independent judgment[85](index=85&type=chunk)[93](index=93&type=chunk) - The company adopted a diversity policy but acknowledges only **one female director** currently, committing to increasing female representation in middle and senior management and on the Board[91](index=91&type=chunk)[92](index=92&type=chunk) - The company established whistleblowing, anti-fraud, and anti-corruption policies, providing a dedicated whistleblowing email channel (whistleblowing@hmvod.com.hk)[95](index=95&type=chunk)[96](index=96&type=chunk) - The Company Secretary position underwent **two changes** during the year, with Mr. Li Kam Chun currently serving, effective November 20, 2023[100](index=100&type=chunk) [Directors' Report](index=24&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) [Business and Financial Overview](index=25&type=section&id=%E6%A5%AD%E5%8B%99%E8%88%87%E8%B2%A1%E5%8B%99%E6%A6%82%E8%A7%88) This report outlines the business and financial status for the year ended March 31, 2024, noting the company's primary business as investment holding with subsidiaries engaged in OTT services; the company maintained sufficient public float but had no distributable reserves, thus the Board recommended no final dividend, and related party transactions did not constitute connected transactions under GEM Listing Rules - The company's principal business is investment holding, with its subsidiaries primarily engaged in OTT services, constituting a single operating segment[110](index=110&type=chunk)[111](index=111&type=chunk) - The Board does not recommend the payment of any final dividend for the year ended March 31, 2024[122](index=122&type=chunk) - As of March 31, 2024, the company had no reserves available for distribution to shareholders; however, the share premium account of approximately **HKD 637 million** may be distributable subject to a solvency test[116](index=116&type=chunk) [Directors, Shareholders, and Interests](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E3%80%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E6%AC%8A%E7%9B%8A) During and after the reporting period, Board members underwent multiple changes, with no directors holding disclosable interests in the company or its associated corporations; the report lists major shareholders with over 5% holdings, and the company's adopted share option scheme saw no changes during the year, with no outstanding share options - All independent non-executive directors confirmed their independence, complying with GEM Listing Rules requirements[128](index=128&type=chunk) Major Shareholder Holdings (as of March 31, 2024) | Shareholder Name | Capacity | Number of Shares Held | Percentage of Holdings | | :--- | :--- | :--- | :--- | | Lyu Yu Jian | Beneficial Owner | 22,376,000 | 17.29% | | Zheng Zhi Heng | Beneficial Owner | 8,628,500 | 6.67% | | Chen Cui Ping | Beneficial Owner | 6,422,500 | 5.00% | - The company's share option scheme adopted in 2014 will expire on November 11, 2024; as of the end of the reporting period, there were no outstanding share options[142](index=142&type=chunk)[426](index=426&type=chunk) [Environmental, Social and Governance Report](index=32&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [ESG Governance and Strategy](index=33&type=section&id=ESG%E7%AE%A1%E6%B2%BB%E8%88%87%E7%AD%96%E7%95%A5) The Board is responsible for the Group's ESG strategy, risk assessment, and reporting, integrating ESG into core business; through stakeholder engagement, 10 highly material ESG issues were identified, including intellectual property, cybersecurity, talent management, and supply chain management, serving as key drivers for sustainable business development - The Board holds ultimate responsibility for the Group's ESG strategy and reporting, and for assessing and determining ESG-related risks[172](index=172&type=chunk) - Through materiality assessment, the Group identified **10 highly material ESG issues** for stakeholders and business, including intellectual property, cybersecurity, talent management, supply chain management, customer satisfaction, and anti-corruption[182](index=182&type=chunk) [A. Environmental](index=38&type=section&id=A.%20%E7%92%B0%E5%A2%83) The Group is committed to environmental protection, complying with relevant laws and regulations, with minimal environmental impact due to its business nature; total Scope 3 GHG emissions decreased to **2.19 tonnes of CO2e**, and non-hazardous waste generation significantly reduced, while energy-saving policies and climate change risk mitigation measures are in place Greenhouse Gas Emissions (Scope 3) | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Total Emissions (tonnes of CO2e) | 2.19 | 4.24 | | Carbon Emission Intensity (tonnes/HKD Thousands Revenue) | 0.00010 | 0.00018 | - During the reporting period, the Group generated **0.12 tonnes of general office waste**, a significant reduction from **0.37 tonnes** in the previous year[192](index=192&type=chunk) - The Group identified potential climate change risks, including physical risks like extreme weather and transition risks related to policy, technology, and market, and established response procedures[200](index=200&type=chunk)[201](index=201&type=chunk) [B. Social](index=43&type=section&id=B.%20%E7%A4%BE%E6%9C%83) The Group is committed to providing an equal, healthy, and safe work environment, with staff decreasing from 33 to 15 and a 47% turnover rate; it prioritizes employee development, labor standards, supply chain management, product responsibility (data privacy, IP protection), and anti-corruption, reporting no work injuries or corruption lawsuits during the period Staff Profile (as of Financial Year-End) | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Staff | 15 | 33 | | Staff Turnover Rate | 47% | 48% | - There were **no work injuries or work-related fatalities** in the past three years (including the reporting period), with **zero lost workdays**[214](index=214&type=chunk) - The Group strictly complies with data privacy regulations and has internal policies to protect customer personal data and company intellectual property; there were no significant complaints regarding customer privacy breaches or loss of customer data during the reporting period[222](index=222&type=chunk)[223](index=223&type=chunk) - The Group established a comprehensive anti-corruption system and provided relevant training to employees; there were no corruption lawsuits filed against the Group or its employees during the reporting period[229](index=229&type=chunk)[233](index=233&type=chunk) [Independent Auditor's Report](index=57&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Auditor's Opinion](index=57&type=section&id=%E6%A0%B8%E6%95%B8%E5%B8%AB%E6%84%8F%E8%A6%8B) Independent auditor BDO Limited issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for the year ended March 31, 2024, indicating an inability to obtain sufficient appropriate audit evidence to form an opinion on the fairness and truthfulness of the financial statements - The auditor issued a **'Disclaimer of Opinion'** on the consolidated financial statements for the current year[251](index=251&type=chunk) - The basis for the disclaimer of opinion is 'scope limitation regarding the appropriateness of the going concern accounting basis,' as the auditor could not obtain sufficient supporting information and evidence for management's cash flow forecasts prepared to address significant going concern uncertainties[252](index=252&type=chunk)[253](index=253&type=chunk) - Conditions leading to significant going concern uncertainties include an annual net loss of approximately **HKD 5.9 million**, current liabilities exceeding current assets by approximately **HKD 23.9 million**, total liabilities exceeding total assets by approximately **HKD 54.9 million**, and approximately **HKD 13.3 million** in borrowings maturing within the next twelve months[252](index=252&type=chunk) [Consolidated Financial Statements](index=59&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=59&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) In FY2024, Group revenue was **HKD 22.11 million**, a 7.8% year-on-year decrease; despite operational challenges, the annual loss narrowed from **HKD 12.49 million** to **HKD 5.93 million** due to increased other income (mainly loan waivers), and basic loss per share from continuing operations improved from **11.34 HK cents** to **5.77 HK cents** Consolidated Statement of Profit or Loss Summary | Indicator (HKD Thousands) | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 22,110 | 23,993 | | Loss Before Income Tax | (5,928) | (12,643) | | Loss for the Year | (5,928) | (12,492) | | Loss Attributable to Owners of the Company | (6,763) | (12,331) | | Basic Loss Per Share (HK cents) | (5.77) | (11.43) | [Consolidated Statement of Financial Position](index=61&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2024, the Group's financial position remained severe, with total assets of **HKD 24.99 million** and total liabilities of **HKD 79.84 million**, resulting in a total deficit of **HKD 54.85 million**, a reduction from **HKD 71.94 million** in the prior year; net current liabilities stood at **HKD 23.9 million**, indicating significant short-term repayment pressure, and goodwill after impairment was **HKD 6.27 million** Consolidated Statement of Financial Position Summary | Indicator (HKD Thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 6,541 | 8,915 | | Current Assets | 18,444 | 9,024 | | **Total Assets** | **24,985** | **17,939** | | Current Liabilities | 42,342 | 31,202 | | Non-current Liabilities | 37,493 | 58,678 | | **Total Liabilities** | **79,835** | **89,880** | | **Total Deficit** | **(54,850)** | **(71,941)** | | Deficit Attributable to Owners of the Company | (50,856) | (67,112) | [Consolidated Statement of Changes in Equity](index=62&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the year ended March 31, 2024, the deficit attributable to owners of the company decreased from **HKD 67.11 million** at the beginning of the year to **HKD 50.86 million** at year-end, primarily due to a **HKD 6.76 million** annual loss reducing equity, offset by a **HKD 23.01 million** increase from new share issuance - During the year, share capital increased from **HKD 1.079 million** to **HKD 1.294 million** due to new share issuance, and share premium increased by **HKD 22.79 million**[270](index=270&type=chunk) - Total comprehensive expense for the year was **HKD 5.92 million**, of which **HKD 6.75 million** was attributable to owners of the company[270](index=270&type=chunk) [Consolidated Statement of Cash Flows](index=63&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In FY2024, the Group's net increase in cash and cash equivalents was **HKD 11.46 million**; operating activities resulted in a net cash outflow of **HKD 5.81 million**, indicating core business did not generate positive cash flow, while financing activities were the primary source of cash inflow, with a net inflow of **HKD 17.20 million**, mainly from **HKD 23.01 million** in share issuance, partially offset by loan repayments and interest payments Consolidated Statement of Cash Flows Summary | Indicator (HKD Thousands) | FY2024 | FY2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (5,812) | (6,137) | | Net Cash From/(Used in) Investing Activities | 73 | (325) | | Net Cash From Financing Activities | 17,195 | 6,991 | | **Net Increase in Cash and Cash Equivalents** | **11,456** | **529** | | Cash and Cash Equivalents at Year-End | 13,860 | 2,392 | [Notes to the Consolidated Financial Statements](index=64&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes to the financial statements provide detailed explanations of financial data, highlighting significant uncertainties regarding going concern (Note 2), which directly led to the auditor's disclaimer; goodwill impairment of **HKD 2.26 million** (Note 17); increased provision for legal proceedings to **HKD 11.8 million** (Note 24); and approximately **HKD 23 million** raised through new share issuance (Note 25) - Note 2 details management's going concern assessment, acknowledging significant uncertainties but asserting the Group's ability to continue operations through lender negotiations, new financing, and cost control; however, the auditor could not obtain sufficient evidence for this assessment[278](index=278&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk) - Due to reduced OTT service revenue leading to revised cash flow forecasts, an additional goodwill impairment loss of **HKD 2,264,000** was recognized this year[399](index=399&type=chunk)[400](index=400&type=chunk) - The Group made a provision for a legal proceeding with a former bondholder, with the carrying amount of this provision being **HKD 11,799,000** as of March 31, 2024[417](index=417&type=chunk)[420](index=420&type=chunk) [Five-Year Financial Summary](index=116&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Five-Year Financial Review](index=116&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The five-year financial summary indicates a fluctuating downward trend in Group revenue from **HKD 36.35 million** in 2020 to **HKD 22.11 million** in 2024; the Group recorded losses for five consecutive years, with net assets consistently negative (deficit), narrowing from a **HKD 132 million** deficit in 2020 to a **HKD 54.85 million** deficit in 2024, yet the financial position remains severe Five-Year Key Financial Data (HKD Thousands) | Year Ended March 31 | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 22,110 | 23,993 | 36,184 | 32,837 | 36,345 | | Loss for the Year | (5,928) | (12,492) | (27,867) | (7,137) | (40,712) | | Total Assets | 24,985 | 17,939 | 24,789 | 34,617 | 39,879 | | Total Liabilities | (79,835) | (89,880) | (87,539) | (101,774) | (172,283) | | Total Deficit | (54,850) | (71,941) | (62,750) | (67,157) | (132,404) |

Financial Performance - For the six months ended September 30, 2023, the revenue was approximately HKD 9,000,000, a decrease of about 36.3% compared to HKD 14,100,000 for the same period in 2022[7] - The loss for the six months ended September 30, 2023, was approximately HKD 6,200,000, compared to a loss of HKD 6,600,000 in 2022[7] - The basic loss per share for the six months ended September 30, 2023, was approximately HKD 5.46, compared to HKD 6.07 for the same period in 2022[7] - For the three months ended September 30, 2023, the revenue was HKD 4,496,000, down from HKD 6,948,000 in 2022[8] - The total comprehensive loss for the six months ended September 30, 2023, was HKD 6,196,000, compared to HKD 6,571,000 in 2022[9] - The company reported a net loss of HKD 6,205,000 for the six months ended September 30, 2023, compared to a net loss of HKD 6,552,000 for the same period in 2022[23] - The company reported a loss attributable to shareholders of approximately HKD 5,900,000 for the six months ended September 30, 2023, compared to a loss of about HKD 6,600,000 in the same period of 2022[60] Revenue and Expenses - Operating and administrative expenses for the six months ended September 30, 2023, were HKD 5,886,000, a decrease from HKD 7,964,000 in 2022[8] - The revenue from OTT services for the three months ended September 30, 2023, was HKD 4,496,000, a decrease of 35.4% compared to HKD 6,948,000 for the same period in 2022[25] - For the six months ended September 30, 2023, the total revenue from OTT services was HKD 8,967,000, down 36.2% from HKD 14,085,000 in the previous year[25] - The operating loss for the OTT services segment was HKD (1,830,000) for the six months ended September 30, 2023, compared to a profit of HKD 1,040,000 in the same period of 2022[27] - Outsourcing costs decreased from approximately HKD 9,800,000 in the same period of 2022 to about HKD 8,500,000 due to the decline in revenue[60] - Employee costs for the six months ended September 30, 2023, totaled HKD 3,588,000, down from HKD 5,354,000 in the previous year[35] Financial Position - Total liabilities exceeded total assets by HKD 78,137,000 as of September 30, 2023, indicating significant financial distress[23] - The company's current liabilities exceeded current assets by HKD 31,518,000, raising concerns about liquidity[23] - The company reported a total equity attributable to owners of the company of HKD (72,999,000) as of September 30, 2023[13] - The company’s total assets were HKD 5,120,000, while total liabilities were HKD 36,638,000 as of September 30, 2023[12] - The company’s borrowings as of September 30, 2023, totaled HKD 43,479,000, an increase from HKD 40,481,000 as of March 31, 2023[49] Financing Activities - The company secured new borrowings and loan facilities totaling HKD 15,000,000 from a financial institution and an individual, with an interest rate between 5% and 6%[23] - A convertible bond agreement was established for a total principal amount of HKD 12,000,000, with a conversion price of HKD 0.6 per share and an annual interest rate of 3%[23] - The company completed a share placement on October 24, 2023, raising approximately HKD 23,010,000 in net proceeds[23] - The company completed a placement of 21,574,649 shares on October 24, 2023, representing approximately 16.67% of the issued share capital post-placement, raising net proceeds of about HKD 23,010,000[61] Dividend and Shareholder Information - The board of directors does not recommend the payment of any interim dividend for the six months ended September 30, 2023[7] - The company did not recommend any dividend payment for the six months ended September 30, 2023, consistent with the previous year[38] - The company aims to explore opportunities to attract more investors and expand its shareholder base to reduce accumulated losses and enhance fundraising flexibility[62] - As of September 30, 2023, major shareholders include Zheng Zhiheng with 8,628,500 shares (8.00%) and Masan Multi Strategy Fund SPC with 8,139,000 shares (7.54%)[79] Compliance and Governance - The audit committee, consisting of four independent non-executive directors, has reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2023[83] - The company confirmed compliance with the GEM Listing Rules regarding securities transactions by directors, with no violations reported for the six months ending September 30, 2023[85] - During the review period, the company or its subsidiaries did not purchase, sell, or redeem any of its listed securities[86] Operational Strategies - The company is implementing cost control measures to improve operational efficiency and enhance future cash flow[23] - The company has not disclosed any new product developments or market expansion strategies in the report[10] - The company has not completed any significant investments, acquisitions, or disposals during the six months ended September 30, 2023[65] - The company plans to allocate approximately HKD 5,000,000 for purchasing OTT service content, HKD 7,000,000 for concert production, and HKD 11,000,000 for general working capital[61]