Financial Performance - For the fiscal year ending March 31, 2023, the group recorded revenue of approximately HKD 24,000,000, a decrease of about 33.0% compared to HKD 35,800,000 in the previous year[11] - The cost of subcontractors decreased from approximately HKD 22,700,000 in the previous year to about HKD 16,000,000, attributed to the decline in revenue[11] - Operating and administrative expenses reduced from approximately HKD 7,300,000 to about HKD 5,300,000, a decrease of 27.2%[11] - Financing costs decreased from approximately HKD 4,900,000 to about HKD 4,700,000, a decline of 4.6%, due to loan repayments[11] - The loss attributable to the owners of the company from continuing operations was approximately HKD 12,200,000, compared to a loss of HKD 28,100,000 in the previous year[11] - The reduction in loss was mainly due to a decrease in amortization of intangible assets, a reduction in goodwill impairment, and no significant changes in litigation provisions[12] - As of March 31, 2023, the company had a net loss of approximately HKD 12,300,000, an improvement from a net loss of HKD 28,100,000 in 2022[23] - The company reported a net loss of HKD 12,500,000 for the fiscal year ending March 31, 2023[81] - Current liabilities exceeded current assets by HKD 22,200,000 as of March 31, 2023[81] - Total liabilities surpassed total assets by HKD 71,900,000, raising significant doubts about the company's ability to continue as a going concern[81] Business Strategy and Focus - The company has shifted focus to OTT services, reallocating more resources to this segment following the sale of its professional services division[10] - The board believes that the sale will provide greater support for the OTT services segment, benefiting the group and its shareholders overall[10] - The company aims to enhance its market position through strategic resource allocation and operational adjustments in response to market conditions[10] - The company remains optimistic about the OTT services market despite recent revenue declines, citing overall market growth and a temporary impact from the end of COVID-19 restrictions[13] - The company is focused on expanding its business scope into different industries, including renewable energy and financial services, to create value for shareholders[35] Corporate Governance - The company has adopted corporate governance policies and guidelines to ensure compliance with legal and regulatory requirements[69] - The board's composition reflects a strong commitment to corporate governance and industry expertise, positioning the company for future growth[51] - The company has a remuneration committee to review and approve compensation policies for directors and senior management[90] - The audit committee ensured that the financial statements provided sufficient disclosure of all relevant items[103] - The company has established a risk management and internal control system to safeguard assets and shareholder interests[84] Board Composition and Diversity - The board of directors consists of five members, including two executive directors and three independent non-executive directors, ensuring a balance of power and responsibility[67] - The company has adopted a board diversity policy, considering factors such as age, gender, culture, education background, professional experience, skills, and knowledge[94] - The board currently has two female directors and is committed to increasing female representation in leadership roles[112] - The nomination committee has been established to identify suitable candidates for independent non-executive director positions[108] Risk Management and Internal Controls - The company has established a risk management and internal control system to safeguard assets and shareholder interests[84] - No significant deficiencies or weaknesses were found in the internal control system as of March 31, 2023[88] - The audit committee evaluated the adequacy of internal controls related to financial, operational, and compliance matters[103] Employee and Stakeholder Engagement - The company is actively seeking opportunities to attract more investors and expand its shareholder base to reduce accumulated losses and enhance capital flexibility[27] - The company emphasizes the importance of a healthy and capable workforce to address challenges and ensure future sustainable development[181] - The company encourages stakeholders to provide feedback on its ESG policies[183] Environmental, Social, and Governance (ESG) Initiatives - The company remains committed to integrating environmental, social, and governance (ESG) factors into its core business, establishing a foundation for long-term success[179] - The company aims to achieve net-zero emissions by 2050 and is actively supporting customers in transitioning to a carbon-neutral economy[180] - The ESG report covers the period from April 1, 2022, to March 31, 2023, detailing key performance in environmental and social aspects[186] - The board is responsible for evaluating and determining ESG-related risks and ensuring effective ESG risk management and internal control systems[193] Financial Position and Capital Structure - Current assets were approximately HKD 9,000,000 as of March 31, 2023, down from HKD 12,800,000 in 2022, with cash and bank balances increasing to HKD 2,400,000 from HKD 1,900,000[23] - Total borrowings and bonds amounted to approximately HKD 40,500,000 as of March 31, 2023, down from HKD 43,500,000 in 2022, indicating a decrease of about 6.9%[23] - The company has taken appropriate steps to remedy the issues that led to the suspension of trading and is working towards a swift resumption of trading[34] Audit and Compliance - The audit committee reviewed the consolidated financial performance for the year ending March 31, 2023, on February 7, 2023[102] - The audit committee discussed risk management and internal control systems with management[103] - The audit committee ensured that the internal audit function had adequate resources and appropriate status within the group[103] Shareholder Information - The company does not recommend the payment of any final dividend for the year ended March 31, 2023[139] - There were no reserves available for distribution to shareholders as of March 31, 2023[133] - The beneficial owner Masan Multi Strategy Fund SPC held 8,139,000 shares, representing 7.54% of the issued share capital[151]

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） 截至二零二三年三月三十一日止年度之全年業績公告 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型 公司提供一個上市的市場。有意投資的人士應了解投資於該等公司的潛在風險， 並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司一般為中小型公司，在GEM買賣的證券可能會較於主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通 量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在 提供有關hmvod視頻有限公司（「本公司」，連同其附屬公司統稱為「本集團」）的資 料；本公司董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。董事在 作出一切合理查詢後，確認就彼等所知及所信，本 ...

Financial Performance - For the nine months ended December 31, 2022, the revenue was approximately HKD 21,200,000, a decrease of about 22.9% compared to HKD 27,500,000 in the same period of 2021[8] - The loss attributable to owners of the company for the nine months ended December 31, 2022, was approximately HKD 6,800,000, compared to a loss of HKD 9,300,000 in 2021[8] - The basic loss per share for the nine months ended December 31, 2022, was approximately HKD 0.063, compared to HKD 0.0946 in the same period of 2021[8] - For the three months ended December 31, 2022, the revenue was HKD 7,161,000, down from HKD 8,417,000 in the same period of 2021[9] - The total comprehensive loss for the nine months ended December 31, 2022, was HKD 6,870,000, compared to HKD 9,210,000 in 2021[9] - The company reported a net loss of HKD 6,843,000 for the nine months ended December 31, 2022, with current liabilities exceeding current assets by HKD 42,514,000[21] - For the nine months ended December 31, 2022, OTT services recorded revenue of approximately HKD 21,200,000, a decrease of about 22.3% compared to HKD 27,300,000 in the same period of 2021[31] - The decline in OTT service revenue was primarily due to a decrease in content production and increased competition from other OTT service providers[31] - For the nine months ended December 31, 2022, the company reported a loss attributable to owners of approximately HKD 6,800,000, an improvement from a loss of HKD 9,300,000 in the same period of 2021[37] Costs and Expenses - The company reported a decrease in contractor costs to HKD 14,103,000 for the nine months ended December 31, 2022, from HKD 18,761,000 in 2021[9] - The financing costs for the nine months ended December 31, 2022, were HKD 2,869,000, down from HKD 3,465,000 in the same period of 2021[9] - Employee costs increased to HKD 8,393,000 for the nine months ended December 31, 2022, up 43.3% from HKD 5,853,000 in the same period of 2021[27] - Operating and administrative expenses increased from approximately HKD 10,900,000 to about HKD 11,900,000 compared to the same period in 2021[37] - Financing costs decreased from approximately HKD 3,500,000 to about HKD 2,900,000, a reduction of about 17.1% year-on-year due to the use of lower interest new loans[37] Dividends and Share Capital - The company did not recommend any interim dividend for the nine months ended December 31, 2022, consistent with the previous year[7] - The company did not recommend any dividend payment for the nine months ended December 31, 2022[28] - As of December 31, 2022, the company had a total issued share capital of 107,873,248 shares[46] - Masan Multi Strategy Fund SPC – Masan HK Equity Fund SP held 8,139,000 shares, representing 7.54% of the company's issued share capital[46] Governance and Compliance - The company has established an audit committee in accordance with GEM listing rules, consisting of three independent non-executive directors[50] - The unaudited condensed consolidated financial statements for the nine months ended December 31, 2022, were reviewed by the audit committee and deemed compliant with applicable accounting standards and GEM listing rules[51] - The company has adopted the corporate governance code as per GEM listing rules and has complied with its provisions without significant deviations[52] - All directors confirmed compliance with the trading rules for securities transactions as of December 31, 2022, with no violations reported[53] - During the nine-month review period, the company or its subsidiaries did not purchase, sell, or redeem any of its listed securities[54] Future Outlook - The company expects to benefit from user growth driven by bundled offers under the 5G plan, with optimism regarding the transition from traditional free-to-air broadcasting to OTT broadcasting in the Hong Kong market[36] - The company aims to enhance its media content library through potential acquisitions to attract more customers in Hong Kong and Macau[36] Borrowings and Financial Position - The company secured new borrowings of HKD 39,365,000 after the fiscal year ended March 31, 2022, with an interest rate ranging from 10% to 24%[21] - The company has available credit facilities amounting to HKD 29,377,000 as of the date of the unaudited financial statements[21]

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） 截至二零二二年六月三十日止三個月 第一季度業績報告 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM之特色 GEM的 定 位，乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中 小 型 公 司 提 供一個上市的市場。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎 周詳的考慮後方作出投資決定。 由 於GEM上市公司一般為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 報 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 報 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該等內容而引致之任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證 券 上 市 ...

Financial Performance - For the nine months ended December 31, 2021, the revenue was approximately HKD 27,500,000, an increase of about 10.0% compared to HKD 25,000,000 for the same period in 2020[4] - The loss attributable to owners of the company for the nine months ended December 31, 2021, was approximately HKD 9,300,000, compared to a profit of HKD 1,400,000 in 2020[4] - The basic loss per share for the nine months ended December 31, 2021, was approximately (9.46) HKD cents, compared to a profit of 3.54 HKD cents in 2020[4] - For the three months ended December 31, 2021, the revenue was HKD 8,417,000, a decrease from HKD 9,091,000 in the same period of 2020[6] - The total comprehensive loss for the three months ended December 31, 2021, was (3,394,000) HKD, compared to a total comprehensive income of 13,003,000 HKD in the same period of 2020[8] - The company reported a loss before tax of (3,677,000) HKD for the three months ended December 31, 2021, compared to a profit before tax of 12,802,000 HKD in the same period of 2020[6] - The company reported a net loss of HKD 3,466,000 for the three months ended December 31, 2021, compared to a profit of HKD 11,827,000 in the same period of 2020[34] - Total revenue for the nine months ended December 31, 2021, was approximately HKD 27,500,000, representing a 10% increase from HKD 25,000,000 in the same period of 2020, primarily due to an increase in subscription customers[48] Revenue Breakdown - OTT service revenue for the nine months ended December 31, 2021, reached HKD 27,288,000, up 14.3% from HKD 23,747,000 in the previous year[22] - Professional services revenue for the nine months ended December 31, 2021, was approximately HKD 228,000, a decrease from HKD 1,200,000 in the same period of 2020, attributed to project delays due to COVID-19[43] - OTT services revenue increased to approximately HKD 27,290,000 for the nine months ended December 31, 2021, compared to HKD 23,700,000 in the same period of 2020, driven by the introduction of Paramount Pictures' films to the platform[45] Financing and Costs - The company incurred financing costs of HKD 1,255,000 for the three months ended December 31, 2021, compared to HKD 842,000 in the same period of 2020[6] - The total financing costs for the nine months ended December 31, 2021, were HKD 3,465,000, down 27.1% from HKD 4,752,000 in the same period of 2020[25] - Financing costs decreased by approximately 27.1%, from HKD 4,800,000 in the previous year to about HKD 3,500,000, due to a rights issue conducted in September 2020[48] Shareholder Information - As of December 31, 2021, the company had 107,873,248 shares issued following a placement completed on September 3, 2021[50] - The average number of ordinary shares for the nine months ended December 31, 2021, was 98,292,557, compared to 38,280,030 in the same period of 2020[36] - As of December 31, 2021, the total issued share capital of the company was 107,873,248 shares[58] - Major shareholders include Heng Fu Investment Limited with 26,200,000 shares (24.29%) and Cheung Siu Fai with 12,524,000 shares (11.61%)[56] Corporate Governance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited condensed consolidated financial statements for the nine months ended December 31, 2021[65] - The company has adopted the corporate governance code as per GEM Listing Rules and confirmed compliance without significant deviations[66] - The company has established an audit committee in accordance with GEM Listing Rules to oversee internal accounting procedures and report on audit matters[63] - All directors confirmed compliance with the trading standards for securities transactions as of December 31, 2021[67] Future Outlook and Strategies - The company has implemented measures to enhance liquidity, including increasing revenue through a rolling business plan and enriching content on online platforms[18] - The company has engaged in discussions with financing providers to extend loan maturities and seek additional financing sources[18] - The company plans to develop OTT broadcasting channels to provide a variety of media content, anticipating a shift from traditional free-to-air television to OTT services[46] - The company aims to leverage existing platform resources to continue developing high-quality media content in the rapidly evolving media landscape[46] - The company anticipates that the adoption of new accounting standards will not have a significant impact on its performance in future periods[17] Other Information - The company did not recommend any dividend payment for the nine months ended December 31, 2021[36] - The company has not purchased, sold, or redeemed any of its listed securities during the nine-month review period[68] - No significant contracts exist where directors have a material interest related to the group's business as of December 31, 2021[61] - There are no competing businesses owned by directors or major shareholders as of December 31, 2021[62] - The company has no record of any other individuals or executives holding significant interests in the company's securities as of December 31, 2021[60]

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） 截至二零二一年九月三十日止六個月 中期報告 香港聯合交易所有限公司GEM（「GEM」）之 特 色 GEM之 定 位，乃 為 相 比 起 其 他 在 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）上 市 之 公 司 帶 有 較 高 投 資 風 險 之 中 小 型 公 司 提 供 一 個 上 市 之 市 場。有 意 投 資 之 人 士 應 了 解 投 資 於 該 等 公司之潛在風險，並應經過審慎周詳之考慮後方作出投資決定。 由 於GEM上市公司一般為中小型公司，在GEM買賣之證券可能會較於聯交所主板買賣 之證券承受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 報 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 報 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該等內容而引致之任何損失 ...

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） 截至二零二一年六月三十日止三個月 第一季度業績報告 香港聯合交易所有限公司GEM（「GEM」）之 特 色 GEM的 定 位，乃 為 相 比 起 其 他 在 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中 小 型 公 司 提 供 一 個 上 市 的 市 場。有 意 投 資 的 人 士 應 了 解 投 資 於 該 等 公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由 於GEM上市公司一般為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 報 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 報 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該等內容而引致之 ...

hmv DD hmvod Limited h m v o d 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) ZOF 年報 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM之特色 GEM的 定 位，乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中 小 型 公 司 提 供 一 個 上 市 的 市 場。有 意 投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由 於GEM上市公司一般為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動風險， 同時無法保證在GEM買賣的證券會有高流通量的市場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 報 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 確表示概不就因本報告全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證 券 上 市 規 則（「GEM上 市 ...

Financial Performance - For the nine months ended December 31, 2020, the revenue was approximately HKD 25,000,000, a decrease of about 14.5% compared to HKD 29,200,000 for the same period in 2019[4] - The profit for the nine months ended December 31, 2020, was approximately HKD 2,800,000, compared to a profit of HKD 1,000,000 in 2019[4] - The basic earnings per share for the nine months ended December 31, 2020, was approximately HKD 3.54, an increase from HKD 3.32 in 2019[4] - The total comprehensive income for the nine months ended December 31, 2020, was HKD 2,666,000, compared to HKD 795,000 in 2019[10] - The company reported a net profit of HKD 1,357,000 for the nine months ended December 31, 2020, compared to a profit of HKD 473,000 in the same period of 2019[27] - The company reported a profit of approximately HKD 2,800,000 for the nine months ended December 31, 2020, compared to a profit of HKD 1,000,000 in 2019, driven by increased user numbers and effective cost control[40] Revenue Breakdown - The OTT service revenue for the nine months ended December 31, 2020, was HKD 23,747,000, compared to HKD 27,810,000 in 2019, reflecting a decrease of approximately 14.7%[19] - Professional services revenue for the nine months ended December 31, 2020, was approximately HKD 1,200,000, a decrease from HKD 1,400,000 in 2019, attributed to project delays due to COVID-19[34] - OTT services revenue for the nine months ended December 31, 2020, was approximately HKD 23,700,000, down from HKD 27,800,000 in 2019, due to government restrictions and social movements impacting operations[37] Cost and Expenses - The company’s financing costs for the nine months ended December 31, 2020, were HKD 4,752,000, down from HKD 5,393,000 in 2019[6] - The company has implemented effective cost control measures, reducing subcontractor costs from approximately HKD 24,800,000 in 2019 to about HKD 15,400,000 in 2020[40] Assets and Liabilities - The company’s total assets as of December 31, 2020, were reported at HKD 566,845,000[10] - The company has experienced significant uncertainty regarding its ability to continue as a going concern due to current liabilities exceeding current assets by approximately HKD 89,226,000[16] Shareholder Information - As of December 31, 2020, the company had 85,354,122 shares issued[42] - Major shareholders include Liu Hongzhi with 11,112,000 shares (13.02%) and Jin Li Feng Securities Limited with 8,004,000 shares (9.38%) as of December 31, 2020[48] - The company is actively seeking opportunities to attract more investors and expand its shareholder base[43] Corporate Governance - The audit committee reviewed the unaudited condensed consolidated financial statements for the nine months ending December 31, 2020, ensuring compliance with applicable accounting standards[54] - The company has adopted corporate governance practices in line with GEM Listing Rules and has complied with these rules without significant deviations[55] - The independent directors have been appointed with an annual remuneration of HKD 120,000 each, reflecting the company's commitment to governance and oversight[70] Future Outlook and Strategy - The company plans to develop OTT broadcasting channels to provide a variety of media content, anticipating a shift from traditional broadcasting to OTT platforms[38] - The company aims to leverage existing platform resources to continue developing high-quality media content in the rapidly evolving media landscape[38] - The company expects to benefit from the transition to 5G networks, anticipating an increase in user numbers due to attractive pricing and performance advantages over 4G[38] - The company has set a future outlook with a revenue guidance of HKD 150 million for the next fiscal year, indicating a projected growth of 25%[70] - New product development includes the launch of a mobile payment solution, expected to enhance user engagement and drive additional revenue streams[70] - The company is expanding its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[70] - A strategic acquisition of a local fintech company was completed, which is anticipated to contribute an additional HKD 20 million in annual revenue[70] - The company plans to invest HKD 10 million in research and development for new technologies aimed at improving transaction security[70] - The board of directors has approved a new marketing strategy, allocating HKD 5 million to enhance brand visibility and customer acquisition efforts[70] Dividend Policy - The company did not recommend the payment of dividends for the nine months ended December 31, 2020, consistent with 2019[4] - The company did not recommend any dividend payment for the nine months ended December 31, 2020, consistent with the previous year[26] Other Information - The company has not purchased, sold, or redeemed any of its listed securities during the nine-month review period[58] - No significant acquisitions or disposals were completed during the nine months ending December 31, 2020[44] - The company did not experience any changes in stock options during the nine months ending December 31, 2020[45] - No major contracts were identified where directors had a significant interest related to the company's business as of December 31, 2020[51] - There were no changes in the rights of directors regarding securities transactions during the nine months ending December 31, 2020[57]

[Report Information](index=1&type=section&id=Report%20Information) This section provides general information about the interim report and the company's compliance with listing requirements [Cover Page](index=1&type=section&id=1.1%20Cover%20Page) This report is the interim report of hmvod Limited (Stock Code: 8103) for the six months ended September 30, 2020 - This report is the interim report of hmvod Limited (Stock Code: 8103) for the six months ended September 30, 2020[1](index=1&type=chunk) [GEM Disclaimer and Responsibility Statement](index=2&type=section&id=1.2%20GEM%20Disclaimer%20and%20Responsibility%20Statement) The GEM market provides a listing platform for small and medium-sized companies with higher investment risks, and investors should exercise caution. The information in this report is published in compliance with GEM Listing Rules, and directors jointly and individually assume full responsibility for its accuracy and completeness - The GEM market is positioned to provide a listing platform for small and medium-sized companies with higher investment risks compared to other listed companies on the Stock Exchange[2](index=2&type=chunk) - The information in this report is published in compliance with the GEM Listing Rules of the Stock Exchange, and the directors jointly and individually assume full responsibility for the information, confirming its accuracy, completeness, and absence of misleading or fraudulent content[3](index=3&type=chunk) [Summary](index=3&type=section&id=Summary) This section provides a high-level overview of the company's financial performance and key operational highlights for the reporting period [Financial Highlights](index=3&type=section&id=2.1%20Financial%20Highlights) For the six months ended September 30, 2020, the company's revenue decreased by 23.2% to approximately HK$15.9 million, with continuing operations turning from profit to a loss of approximately HK$10.3 million, resulting in a basic loss per share of 72 HK cents. The Board does not recommend an interim dividend Key Financial Data for the Six Months Ended September 30, 2020 | Metric | Six Months Ended September 30, 2020 (HK$ Thousand) | Six Months Ended September 30, 2019 (HK$ Thousand) | | :--------------- | :--------------------------------- | :--------------------------------- | | Revenue | 15,900 | 20,700 | | Loss/(Profit) for the Period from Continuing Operations | (10,300) | 4,000 | | Basic Loss/(Profit) Per Share | (72) HK Cents | 30 HK Cents | | Interim Dividend | Not Recommended | Nil | - Revenue for the six months ended September 30, 2020, was approximately **HK$15.9 million**, a decrease of approximately **23.2%** compared to the same period in 2019[4](index=4&type=chunk) - Loss from continuing operations for the six months ended September 30, 2020, was approximately **HK$10.3 million** (2019: profit of HK$4 million)[4](index=4&type=chunk) - The Board does not recommend an interim dividend for the six months ended September 30, 2020 (2019: nil)[4](index=4&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=3.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended September 30, 2020, the Group's revenue was HK$15,876 thousand, a significant decrease from HK$20,749 thousand in the prior year, with continuing operations shifting from a profit of HK$4,007 thousand to a loss of HK$10,266 thousand Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ Thousand) | Metric (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :------------ | :------------------------ | :------------------------ | | Revenue | 15,876 | 20,749 | | Income | 15,876 | 20,741 | | Other Income and Gains | 245 | 14,158 | | Outsourcing Costs | (10,053) | (17,601) | | Amortization of Intangible Assets | (3,444) | (3,444) | | Selling Expenses | (1,618) | (1,083) | | Administrative Expenses | (7,926) | (5,635) | | Finance Costs | (3,910) | (3,913) | | Profit/(Loss) Before Tax | (10,830) | 3,223 | | Income Tax Expense | 564 | 784 | | Profit/(Loss) for the Period from Continuing Operations | (10,266) | 4,007 | | Profit/(Loss) for the Period Attributable to Owners of the Company | (10,266) | 3,970 | | Basic and Diluted Loss Per Share (HK Cents) | (72) | 30 | - For the six months ended September 30, 2020, the Group's revenue was **HK$15,876 thousand**, a decrease from **HK$20,749 thousand** in the prior year period[6](index=6&type=chunk) - Profit/(loss) for the period from continuing operations shifted from a **HK$4,007 thousand profit** in the prior year period to a **HK$10,266 thousand loss** in 2020[6](index=6&type=chunk) [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=3.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2020, the Group's total non-current assets were HK$29,162 thousand, total current assets were HK$13,505 thousand, and total current liabilities were HK$113,850 thousand, resulting in net current liabilities of HK$100,345 thousand. The deficit attributable to owners of the company was HK$72,797 thousand Condensed Consolidated Statement of Financial Position (HK$ Thousand) | Metric (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | Total Non-current Assets | 29,162 | 32,772 | | Total Current Assets | 13,505 | 7,107 | | Total Current Liabilities | 113,850 | 161,034 | | Net Current Liabilities | (100,345) | (153,927) | | Total Assets Less Current Liabilities | (71,183) | (121,155) | | Deficit Attributable to Owners of the Company | (72,797) | (122,715) | | Non-controlling Interests | (9,496) | (9,689) | | Total Non-current Liabilities | 11,110 | 11,249 | - As of September 30, 2020, the Group's total non-current assets were **HK$29,162 thousand**, and total current assets were **HK$13,505 thousand**[11](index=11&type=chunk) - Total current liabilities were **HK$113,850 thousand**, resulting in net current liabilities of **HK$100,345 thousand**[11](index=11&type=chunk) - The deficit attributable to owners of the company was **HK$72,797 thousand**[13](index=13&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=3.3%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended September 30, 2020, accumulated losses attributable to owners of the company increased from HK$634,152 thousand as of April 1, 2020, to HK$644,622 thousand, while the deficit attributable to owners of the company decreased from HK$122,715 thousand to HK$72,797 thousand, primarily influenced by profit and total comprehensive income for the period Condensed Consolidated Statement of Changes in Equity (HK$ Thousand) | Metric (HK$ Thousand) | Share Capital | Share Premium | Capital Reserve | Exchange Reserve | Accumulated Losses | Subtotal | Non-controlling Interests | Total | | :------------ | :--- | :------- | :------- | :------- | :------- | :--- | :--------- | :--- | | April 1, 2019 (Audited) | 142 | 510,565 | 1,200 | 1,586 | (597,004)| (83,511) | (8,091) | (91,602) | | Profit and Total Comprehensive Income for the Period | – | – | – | – | 4,214 | 4,214 | (244) | 3,970 | | September 30, 2019 (Unaudited) | 142 | 510,565 | 1,200 | 1,586 | (592,790)| (79,297) | (8,335) | (87,632) | | April 1, 2020 (Audited) | 142 | 510,565 | 1,200 | (470) | (634,152)| (122,715)| (9,689) | (132,404)| | Profit and Total Comprehensive Income for the Period | 711 | 59,748 | – | (71) | (10,470) | 49,918 | 193 | 50,111 | | September 30, 2020 (Unaudited) | 853 | 570,313 | 1,200 | (541) | (644,622)| (72,797) | (9,496) | (82,293) | - As of September 30, 2020, accumulated losses attributable to owners of the company were **HK$(644,622) thousand**, compared to **HK$(634,152) thousand** as of April 1, 2020[15](index=15&type=chunk) - The deficit attributable to owners of the company decreased from **HK$(122,715) thousand** as of April 1, 2020, to **HK$(72,797) thousand** as of September 30, 2020[15](index=15&type=chunk) [Condensed Consolidated Cash Flow Statement](index=9&type=section&id=3.4%20Condensed%20Consolidated%20Cash%20Flow%20Statement) For the six months ended September 30, 2020, the Group recorded a net cash inflow from operating activities of HK$8,768 thousand, compared to a net outflow of HK$230 thousand in the prior year period. Net cash used in financing activities was HK$3,910 thousand. Cash and cash equivalents at the end of the period amounted to HK$6,383 thousand Condensed Consolidated Cash Flow Statement (HK$ Thousand) | Metric (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :------------ | :------------------------ | :------------------------ | | Net Cash from Operating Activities | 8,768 (Inflow) | (230) (Outflow) | | Net Cash Used in Financing Activities | (3,910) | (646) | | Net Decrease in Cash and Cash Equivalents | 4,858 | (876) | | Cash and Cash Equivalents at Beginning of Period | 1,525 | 2,546 | | Cash and Cash Equivalents at End of Period | 6,383 | 1,670 | - For the six months ended September 30, 2020, net cash inflow from operating activities was **HK$8,768 thousand**, compared to a net outflow of **HK$230 thousand** in the prior year period[21](index=21&type=chunk) - Net cash used in financing activities was **HK$3,910 thousand**, compared to **HK$646 thousand** in the prior year period[22](index=22&type=chunk) - Cash and cash equivalents as of September 30 were **HK$6,383 thousand**, compared to **HK$1,670 thousand** in the prior year period[25](index=25&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, explaining the basis of preparation, significant accounting policies, and breakdowns of key financial figures [General Information and Basis of Preparation](index=10&type=section&id=4.1%20General%20Information%20and%20Basis%20of%20Preparation) The company is an exempted company incorporated in the Cayman Islands and listed on GEM. The interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, presented at historical cost in HKD. As of September 30, 2020, the Group's current liabilities exceeded current assets by approximately HK$100,345 thousand, and it incurred a loss from continuing operations of approximately HK$10,266 thousand, indicating significant uncertainty. The Board has considered several measures to ensure going concern for the next 12 months - The Company is an exempted company incorporated in the Cayman Islands, with its shares listed on GEM[30](index=30&type=chunk) - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the GEM Listing Rules of the Stock Exchange[31](index=31&type=chunk) - As of September 30, 2020, the Group's current liabilities exceeded its current assets by approximately **HK$100,345,000**, and it incurred a loss from continuing operations of approximately **HK$10,266,000**, indicating significant uncertainty[33](index=33&type=chunk) - The Directors believe the Group will have sufficient working capital for at least the next 12 months from the approval date of the interim financial statements, having considered measures such as increasing revenue, extending loan maturities, negotiating with creditors, rights issue fundraising, expanding credit facilities, and implementing cost control measures[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[45](index=45&type=chunk) [Revenue Analysis](index=11&type=section&id=4.2%20Revenue%20Analysis) For the six months ended September 30, 2020, the Group's total revenue was HK$15,876 thousand, primarily from OTT services (HK$15,690 thousand), with professional services contributing HK$186 thousand. The lending business has been discontinued Revenue Source Analysis (HK$ Thousand) | Revenue Source (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :---------------- | :------------------------ | :------------------------ | | Professional Service Fees | 186 | 1,187 | | OTT Services | 15,690 | 19,554 | | Lending Business | – | 8 | | **Total Revenue** | **15,876** | **20,749** | - Revenue refers to income from professional services, lending business, and over-the-top ('OTT') services (net of sales tax, if any)[46](index=46&type=chunk) [Segment Information](index=12&type=section&id=4.3%20Segment%20Information) The Group's operating segments include professional services, OTT services, and lending business. For the six months ended September 30, 2020, OTT services was the only segment with a positive segment result, while professional services recorded a loss and the lending business was terminated. Segment assets and liabilities are also analyzed by business segment - The Group's operations have diversified into operating segments including professional services, OTT services, and lending business[48](index=48&type=chunk) [Operating Segments](index=12&type=section&id=4.3.1%20Operating%20Segments) For the six months ended September 30, 2020, OTT services contributed HK$15,690 thousand in revenue and a positive segment result of HK$1,454 thousand, while professional services generated HK$186 thousand in revenue with a segment loss of HK$14 thousand. The lending business has been terminated Revenue and Results by Operating Segment (HK$ Thousand) | Segment (HK$ Thousand) | 2020 Revenue | 2019 Revenue | 2020 Segment Result | 2019 Segment Result | | :------------ | :--------- | :--------- | :------------- | :------------- | | Professional Services | 186 | 1,187 | (14) | (45) | | OTT Services | 15,690 | 19,554 | 1,454 | (4,986) | | Lending Business | – | 8 | – | (37) | | **Consolidated** | **15,876** | **20,749** | **1,440** | **(5,068)** | - OTT services recorded **HK$15,690 thousand** in revenue and a **HK$1,454 thousand** segment result in 2020, while professional services generated **HK$186 thousand** in revenue with a **HK$14 thousand** segment loss[49](index=49&type=chunk) [Segment Assets and Liabilities](index=13&type=section&id=4.3.2%20Segment%20Assets%20and%20Liabilities) As of September 30, 2020, the OTT services segment assets amounted to HK$32,934 thousand. Unallocated assets, including plant and equipment, other receivables, deposits and prepayments, and bank balances and cash, totaled approximately HK$9,733 thousand. Unallocated liabilities primarily comprised other payables, bank and other borrowings, bonds, and deferred tax liabilities Segment Assets and Liabilities (HK$ Thousand) | Metric (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | **Segment Assets** | | | | Professional Services | – | 20 | | OTT Services | 32,934 | 35,376 | | Unallocated Assets | 9,733 | 4,483 | | **Total Assets** | **42,667** | **39,879** | | **Unallocated Liabilities** | | | | Other Payables | 75,301 | 74,701 | | Bank and Other Borrowings | 20,689 | 47,095 | | Bonds | 18,998 | 18,826 | | Deferred Tax Liabilities | 1,989 | 2,557 | | Tax Payable | 377 | 380 | - As of September 30, 2020, OTT services segment assets were **HK$32,934 thousand**[52](index=52&type=chunk) - Unallocated liabilities primarily included **HK$75,301 thousand** in other payables, **HK$20,689 thousand** in bank and other borrowings, **HK$18,998 thousand** in bonds, and **HK$1,989 thousand** in deferred tax liabilities[52](index=52&type=chunk) [Other Income and Gains](index=14&type=section&id=4.4%20Other%20Income%20and%20Gains) For the six months ended September 30, 2020, total other income and gains amounted to HK$245 thousand, a significant decrease from HK$14,158 thousand in the prior year period, primarily due to a HK$14,155 thousand gain on deemed acceptance of promissory notes in the prior year Other Income and Gains (HK$ Thousand) | Income Source (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :---------------- | :------------------------ | :------------------------ | | Interest Income | – | 2 | | Gain on Deemed Acceptance of Promissory Notes | – | 14,155 | | Others | 245 | 1 | | **Total** | **245** | **14,158** | - For the six months ended September 30, 2020, total other income and gains amounted to **HK$245 thousand**, a significant decrease from **HK$14,158 thousand** in the prior year period[54](index=54&type=chunk) - This decrease was primarily due to a **HK$14,155 thousand** gain on deemed acceptance of promissory notes in the prior year period[54](index=54&type=chunk) [Finance Costs](index=14&type=section&id=4.5%20Finance%20Costs) For the six months ended September 30, 2020, finance costs totaled HK$3,910 thousand, largely consistent with HK$3,913 thousand in the prior year period, primarily comprising interest on short-term loans and bonds Finance Costs (HK$ Thousand) | Finance Costs (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :---------------- | :------------------------ | :------------------------ | | Interest on Promissory Notes | – | 380 | | Interest on Short-term Loans | 3,128 | 2,647 | | Interest on Bonds | 736 | 886 | | Others | 46 | – | | **Total** | **3,910** | **3,913** | - For the six months ended September 30, 2020, total finance costs amounted to **HK$3,910 thousand**, largely consistent with **HK$3,913 thousand** in the prior year period[55](index=55&type=chunk) [Income Tax Expense](index=15&type=section&id=4.6%20Income%20Tax%20Expense) For the six months ended September 30, 2020, no Hong Kong profits tax was provided as the Group had no estimated assessable profits from Hong Kong, and the standard corporate income tax rate in China is 25% - No Hong Kong profits tax was provided in the unaudited condensed consolidated financial statements for the six months ended September 30, 2020, and 2019, as there were no estimated assessable profits arising in Hong Kong[57](index=57&type=chunk) - Under the PRC Enterprise Income Tax Law, the standard tax rate is **25%**[57](index=57&type=chunk) [Profit/(Loss) for the Period from Continuing Operations](index=15&type=section&id=4.7%20Profit%2F%28Loss%29%20for%20the%20Period%20from%20Continuing%20Operations) For the six months ended September 30, 2020, the loss for the period from continuing operations was HK$10,266 thousand, with staff costs, amortization of intangible assets, and depreciation being the primary expense items Key Expense Items (HK$ Thousand) | Expense Item (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :---------------- | :------------------------ | :------------------------ | | Staff Costs | 2,924 | 3,367 | | Amortization of Intangible Assets | 3,444 | 3,444 | | Depreciation | 275 | 282 | | Operating Lease | – | 74 | - Profit/(loss) for the period from continuing operations is derived after deducting items such as staff costs, amortization of intangible assets, depreciation, and operating leases[58](index=58&type=chunk) [Dividends](index=15&type=section&id=4.8%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended September 30, 2020, consistent with the prior year period - The Board does not recommend the payment of any dividend for the six months ended September 30, 2020 (2019: nil)[59](index=59&type=chunk) [Earnings/(Loss) Per Share](index=16&type=section&id=4.9%20Earnings%2F%28Loss%29%20Per%20Share) For the six months ended September 30, 2020, the basic and diluted loss per share attributable to owners of the company was 72 HK cents, compared to a profit of 30 HK cents per share in the prior year period. The weighted average number of ordinary shares used for calculation was 14,614,367 Earnings/(Loss) Per Share (HK Cents) | Metric (HK Cents) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :---------- | :------------------------ | :------------------------ | | Basic and Diluted Loss Per Share (Continuing Operations) | (72) | 30 | | Basic and Diluted Loss Per Share (Discontinued Operations) | – | (0.26) | Weighted Average Number of Ordinary Shares for Basic Earnings/(Loss) Per Share Calculation | Metric | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | | :--- | :------------------------ | :------------------------ | | Weighted Average Number of Ordinary Shares for Basic Earnings/(Loss) Per Share Calculation | 14,614,367 | 14,225,687 | - The basic and diluted loss per share from continuing operations attributable to owners of the company was **72 HK cents**, compared to a profit of **30 HK cents** per share in the prior year period[79](index=79&type=chunk) [Trade and Other Receivables](index=17&type=section&id=4.10%20Trade%20and%20Other%20Receivables) As of September 30, 2020, total trade and bills receivables amounted to HK$5,074 thousand, an increase from HK$4,151 thousand as of March 31, 2020, with receivables aged 0 to 30 days accounting for the largest proportion Trade and Other Receivables (HK$ Thousand) | Aging (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | Trade and Bills Receivables | 5,074 | 4,151 | | Other Receivables | 58 | 278 | | **Total** | **5,132** | **4,429** | Aging Analysis of Trade and Bills Receivables (HK$ Thousand) | Aging (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | 0 to 30 days | 2,790 | 1,656 | | 31 to 90 days | 1,376 | 1,622 | | Over 90 days | 908 | 873 | | **Total** | **5,074** | **4,151** | - As of September 30, 2020, trade and bills receivables amounted to **HK$5,074 thousand**, an increase from **HK$4,151 thousand** as of March 31, 2020[82](index=82&type=chunk) [Trade and Other Payables](index=18&type=section&id=4.11%20Trade%20and%20Other%20Payables) As of September 30, 2020, total trade and other payables amounted to HK$82,907 thousand, a decrease from HK$86,425 thousand as of March 31, 2020, with accruals and other payables constituting the major portion Trade and Other Payables (HK$ Thousand) | Item (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | Trade Payables | 7,606 | 11,723 | | Accruals and Other Payables | 75,301 | 74,702 | | **Total** | **82,907** | **86,425** | Aging Analysis of Trade Payables (HK$ Thousand) | Aging (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | 0 to 30 days | 1,187 | 676 | | 31 to 90 days | 1,083 | 2,499 | | Over 90 days | 5,336 | 8,548 | | **Total** | **7,606** | **11,723** | - As of September 30, 2020, total trade and other payables amounted to **HK$82,907 thousand**, a decrease from **HK$86,425 thousand** as of March 31, 2020[85](index=85&type=chunk) [Bank and Other Borrowings](index=19&type=section&id=4.12%20Bank%20and%20Other%20Borrowings) As of September 30, 2020, the Group's other borrowings amounted to HK$20,689 thousand, a significant decrease from HK$64,095 thousand as of March 31, 2020 Bank and Other Borrowings (HK$ Thousand) | Item (HK$ Thousand) | As of September 30, 2020 (Unaudited) | As of March 31, 2020 (Audited) | | :------------ | :-------------------------- | :------------------------ | | Other Borrowings | 20,689 | 64,095 | - As of September 30, 2020, other borrowings amounted to **HK$20,689 thousand**, a significant decrease from **HK$64,095 thousand** as of March 31, 2020[89](index=89&type=chunk) [Share Capital](index=19&type=section&id=4.13%20Share%20Capital) As of September 30, 2020, the company's authorized share capital was 20,000,000,000 ordinary shares of HK$0.01 each, totaling HK$200,000 thousand. The issued and fully paid share capital was 85,354,122 ordinary shares of HK$1 each, totaling HK$853 thousand Share Capital Structure (HK$ Thousand) | Share Capital Type | Number of Shares | Par Value (HK$ Thousand) | | :------- | :------- | :------------ | | Authorised Share Capital | 20,000,000,000 | 200,000 | | Issued and Fully Paid Share Capital | 85,354,122 | 853 | - As of September 30, 2020, the authorized share capital was **20,000,000,000** ordinary shares of **HK$0.01** each, totaling **HK$200,000 thousand**[93](index=93&type=chunk) - The issued and fully paid share capital was **85,354,122** ordinary shares of **HK$1** each, totaling **HK$853 thousand**[95](index=95&type=chunk) [Share Premium and Reserves](index=19&type=section&id=4.14%20Share%20Premium%20and%20Reserves) Changes in the Group's reserves during the period are presented in the unaudited condensed consolidated statement of changes in equity - Changes in the Group's reserves during the period are set out in the unaudited condensed consolidated statement of changes in equity[97](index=97&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business performance, financial results, liquidity, and future outlook, including strategic initiatives and risk factors [Business Performance and Prospects](index=20&type=section&id=5.1%20Business%20Performance%20and%20Prospects) The Group strategically expanded its cybersecurity professional services and remains optimistic about its OTT services business. The lending business was sold in December 2019. The Group will continue to seek investment and acquisition opportunities to expand its business scope beyond the IT industry, including renewable energy, finance, and other traditional businesses - The Group strategically expanded its professional services in cybersecurity services and solutions[99](index=99&type=chunk) - The lending business was sold to an independent third party in December 2019, primarily affected by unforeseen force majeure events, including social unrest in Hong Kong and the recent worsening situation due to the coronavirus outbreak[106](index=106&type=chunk) - The Group remains optimistic about its OTT services business segment, but revenue for the six months ended September 30, 2020, decreased due to the spread of COVID-19 and social unrest[107](index=107&type=chunk) - The Group will continue to seek opportunities to create value for shareholders by investing in and/or acquiring interests in companies or projects with promising development prospects, potentially expanding into renewable energy, the financial industry, and more traditional non-IT businesses[108](index=108&type=chunk) [Professional Services](index=20&type=section&id=5.1.1%20Professional%20Services) The Group's professional services team focuses on enterprise cybersecurity solutions and risk management, offering services such as sprint mode consulting, physical and cybersecurity assessments, IT architecture design, security equipment implementation, IT business policy monitoring, penetration testing, vulnerability management, and DDoS protection. For the six months ended September 30, 2020, professional services revenue decreased due to project suspensions or delays caused by the COVID-19 pandemic - The professional services team provides cybersecurity services and solutions, including sprint mode consulting, physical and cybersecurity assessments, building and designing secure IT architectures, implementing security equipment, and monitoring IT business policies[99](index=99&type=chunk) - Services cover four major information security services: general IT security monitoring review and security risk assessment, external and internal penetration testing, risk-based cybersecurity protection and implementation, and outsourced 24x7 managed IT and security services[100](index=100&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - For the six months ended September 30, 2020, professional services revenue was approximately **HK$200,000** (2019: HK$1,200,000), a decrease due to the 'COVID-19' pandemic causing some clients to suspend or postpone their projects during the period[104](index=104&type=chunk) [Lending Business](index=22&type=section&id=5.1.2%20Lending%20Business) The lending business was sold to an independent third party in December 2019, primarily influenced by uncertainties arising from social unrest in Hong Kong and the recent coronavirus outbreak. Interest income from the lending business significantly decreased for the year ended March 31, 2020 - In December 2019, the lending business was sold to an independent third party due to uncertainties faced by Hong Kong from social unrest since June 2019[106](index=106&type=chunk) Lending Business Interest Income (HK$ Thousand) | Metric (HK$ Thousand) | Year Ended March 31, 2020 | Year Ended March 31, 2019 | | :------------ | :---------------------- | :---------------------- | | Interest Income | 7 | 60 | - For the year ended March 31, 2020, interest income from the lending business was approximately **HK$7,000** (2019: HK$60,000)[106](index=106&type=chunk) [OTT Services](index=22&type=section&id=5.1.3%20OTT%20Services) OTT services provide multimedia-related services and content in Hong Kong through various platforms, and the Group is optimistic about its prospects. However, for the six months ended September 30, 2020, OTT services revenue decreased to approximately HK$15.7 million from HK$19.6 million in the prior year period, mainly due to business plan delays caused by the COVID-19 pandemic and social unrest - OTT services provide multimedia-related services and content in Hong Kong through various platforms, and the Group is optimistic about this business segment[107](index=107&type=chunk) - For the six months ended September 30, 2020, revenue from OTT services was approximately **HK$15.7 million** (2019: HK$19.6 million), a decrease primarily due to business plan delays caused by the spread of COVID-19 and social unrest[107](index=107&type=chunk) [Future Prospects](index=22&type=section&id=5.1.4%20Future%20Prospects) The Group will continue to seek investment and acquisition opportunities to create shareholder value by investing in or acquiring interests in companies or projects with promising development prospects. The business scope may expand beyond the IT industry to include renewable energy, finance, and other traditional businesses - The Group will continue to seek opportunities to create value for shareholders by investing in and/or acquiring interests in companies or projects with promising development prospects[108](index=108&type=chunk) - The business scope may expand beyond the IT industry to include renewable energy and other 'green' businesses, the financial industry, and more traditional non-IT businesses[108](index=108&type=chunk) [Financial Performance](index=22&type=section&id=5.2%20Financial%20Performance) For the six months ended September 30, 2020, the Group's revenue was approximately HK$15.9 million, a 23.2% year-on-year decrease. Other expenses increased by approximately 100% to HK$6.3 million, mainly due to increased legal and professional fees related to a rights issue. Finance costs remained at approximately HK$3.9 million. The loss attributable to owners of the company was approximately HK$10.5 million, compared to a profit of HK$4.2 million in the prior year period Financial Performance Overview (HK$ Thousand) | Metric (HK$ Thousand) | Six Months Ended September 30, 2020 | Six Months Ended September 30, 2019 | Change (%) | | :------------ | :------------------------ | :------------------------ | :------- | | Revenue | 15,900 | 20,700 | -23.2% | | Other Expenses | 6,300 | 3,100 | +100% | | Finance Costs | 3,900 | 3,900 | 0% | | Loss/(Profit) Attributable to Owners of the Company | (10,500) | 4,200 | Turned from Profit to Loss | - For the six months ended September 30, 2020, the Group recorded revenue of approximately **HK$15.9 million**, a decrease of approximately **23.2%** compared to the same period in 2019[109](index=109&type=chunk) - Other expenses increased by approximately **100%** to approximately **HK$6.3 million** from approximately HK$3.1 million in the prior year period, primarily due to increased legal and professional fees related to the rights issue in September 2020[109](index=109&type=chunk) - The loss attributable to owners of the company was approximately **HK$10.5 million** (2019: profit of HK$4.2 million)[109](index=109&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=23&type=section&id=5.3%20Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) For the six months ended September 30, 2020, the company did not issue any equity securities for cash. The gearing ratio is not applicable as the Group recorded a deficit attributable to owners of the company. The Board continues to seek opportunities to attract more investors, expand the shareholder base, reduce accumulated losses, and enhance fundraising flexibility - For the six months ended September 30, 2020, the company did not issue any equity securities for cash[111](index=111&type=chunk) - As the Group recorded a deficit attributable to owners of the company as of September 30, 2020, and March 31, 2020, the gearing ratio is not applicable for both reporting periods[113](index=113&type=chunk) - The Board continues to seek opportunities to attract more investors, expand the shareholder base, reduce accumulated losses, and enhance fundraising flexibility[112](index=112&type=chunk) [Foreign Exchange Risk](index=23&type=section&id=5.4%20Foreign%20Exchange%20Risk) For the six months ended September 30, 2020, the Group's operations primarily used HKD and RMB as functional currencies, experiencing only minor exchange rate fluctuations, thus no financial instruments were used for hedging - For the six months ended September 30, 2020, the Group experienced only minor exchange rate fluctuations as its operations primarily used HKD and RMB as functional currencies[114](index=114&type=chunk) - As the Group considers the risk of exchange rate differences to be insignificant, no financial instruments were used for hedging purposes[114](index=114&type=chunk) [Material Investments, Acquisitions and Disposals](index=23&type=section&id=5.5%20Material%20Investments%2C%20Acquisitions%20and%20Disposals) For the six months ended September 30, 2020, the Group did not complete any material acquisitions or disposals - For the six months ended September 30, 2020, no material acquisitions or disposals were completed[115](index=115&type=chunk) [Employees and Remuneration Policy](index=23&type=section&id=5.6%20Employees%20and%20Remuneration%20Policy) As of September 30, 2020, the Group employed 26 staff, with total staff costs of approximately HK$2.9 million, a decrease from the prior year period. The remuneration policy aligns with market practices and is determined based on individual performance and experience Employee and Remuneration Overview | Metric | As of September 30, 2020 | As of September 30, 2019 | | :--- | :---------------- | :---------------- | | Number of Employees | 26 | 26 | | Total Staff Costs (HK$ Thousand) | 2,900 | 3,400 | - As of September 30, 2020, the Group employed **26** staff (2019: 26), including executive directors[116](index=116&type=chunk) - Total staff costs (including directors' emoluments) for the six-month review period were approximately **HK$2.9 million** (2019: HK$3.4 million)[116](index=116&type=chunk) - The Group's remuneration policy aligns with current market practices and is determined based on individual employee performance and experience[116](index=116&type=chunk) [Pledged Assets and Contingent Liabilities](index=23&type=section&id=5.7%20Pledged%20Assets%20and%20Contingent%20Liabilities) As of September 30, 2020, the Group had no material pledged assets or contingent liabilities - As of September 30, 2020, the Group had no material pledged assets or contingent liabilities[117](index=117&type=chunk) [Share Option Scheme](index=24&type=section&id=Share%20Option%20Scheme) This section details the company's share option scheme, including its purpose, eligible participants, share limits, subscription price, and duration [Purpose of the Scheme](index=24&type=section&id=6.1%20Purpose%20of%20the%20Scheme) The scheme aims to provide participants with an opportunity to acquire a proprietary interest in the company, encouraging them to enhance the value of the company and its shares for the benefit of the company and its shareholders as a whole - The purpose of the scheme is to provide participants with an opportunity to acquire a proprietary interest in the company and to encourage them to strive to enhance the value of the company and its shares, benefiting the company and its shareholders as a whole[119](index=119&type=chunk) [Participants](index=24&type=section&id=6.2%20Participants) Eligible participants include directors (executive, non-executive, and independent non-executive) and employees who have contributed or will contribute to the Group, as well as consultants, advisors, distributors, contractors, suppliers, agents, customers, business partners, joint venture partners, promoters, service providers, shareholders, co-investors, and lenders of any Group member company or investment entity - Participant categories include any directors (including executive, non-executive, and independent non-executive directors) and employees of the Group or any entity whose equity is held by any member company of the Group, whom the Board in its absolute discretion considers to have contributed or will contribute to the Group, as well as any consultants, advisors, distributors, contractors, suppliers, agents, customers, business partners, joint venture partners, promoters, service providers, shareholders, co-investors, lenders, or persons with business relationships with any member company of the Group or any investment entity[120](index=120&type=chunk) [Maximum Number of Shares](index=24&type=section&id=6.3%20Maximum%20Number%20of%20Shares) The maximum number of shares that may be issued upon exercise of all outstanding options granted under this scheme and any other share option schemes of the company shall not exceed 30% of the company's issued share capital from time to time. The scheme mandate limit is 10% of the company's issued share capital as of the adoption date and can be refreshed with shareholder approval, but not exceeding 10% of the issued share capital on the date of approval for refreshment - The maximum number of shares that may be issued upon exercise of all outstanding options granted under this scheme and any other share option schemes of the company shall not exceed **30%** of the company's issued share capital from time to time ('Scheme Limit')[121](index=121&type=chunk) - The maximum number of shares for options that may be granted under this scheme shall not exceed **10%** of the company's issued share capital as of the adoption date ('Scheme Mandate Limit')[121](index=121&type=chunk) - The Scheme Mandate Limit may be refreshed at any time with prior shareholder approval, provided that in no circumstances shall it exceed **10%** of the company's issued share capital on the date of approval for refreshment[123](index=123&type=chunk) [Maximum Entitlement of Each Participant](index=25&type=section&id=6.4%20Maximum%20Entitlement%20of%20Each%20Participant) The maximum number of shares for options that may be granted to a single specific grantee (together with shares under other schemes) within any 12-month period shall not exceed 1% of the issued shares. Any grant exceeding this limit requires separate shareholder approval - The maximum number of shares for options that may be granted to a single specific grantee under this scheme within any 12-month period shall not exceed **1%** of the issued shares ('Individual Limit')[125](index=125&type=chunk) - The company may grant options exceeding the Individual Limit to a participant with separate shareholder approval at a general meeting, provided that the proposed grantee and their associates abstain from voting[125](index=125&type=chunk) [Subscription Price of Shares](index=25&type=section&id=6.5%20Subscription%20Price%20of%20Shares) The subscription price for shares is determined by the Board at its sole discretion but shall not be less than the highest of the closing price of the shares on the Stock Exchange on the date of grant, the average closing price for the five business days immediately preceding the date of grant, and the par value of the shares - The subscription price is determined by the Board at its sole discretion but shall not be less than the highest of: the closing price of the shares as quoted on the Stock Exchange's daily quotation sheet on the date of grant; the average closing price of the shares as quoted on the Stock Exchange's daily quotation sheet for the five business days immediately preceding the date of grant; and the par value of the shares[126](index=126&type=chunk) [Duration of the Scheme](index=26&type=section&id=6.6%20Duration%20of%20the%20Scheme) The share option scheme is valid for ten years from the adoption date. After this period, no further options may be offered or granted, but options granted during the validity period will remain exercisable - Subject to the provisions of the scheme, the scheme shall be valid for **ten years** from the adoption date ('Ten-Year Period')[128](index=128&type=chunk) - After the relevant period, no further options may be offered or granted, but the provisions of the scheme shall remain in full force and effect in all other respects, and options granted during the validity period of the scheme shall continue to be exercisable[128](index=128&type=chunk) [Exercise of Share Options](index=26&type=section&id=6.7%20Exercise%20of%20Share%20Options) Options may be exercised in full or in part by the grantee in accordance with the scheme terms, requiring written notice to the company along with full remittance of the subscription price. The company shall allot and issue the relevant shares within 28 days of receiving the notice and auditor's certificate - Options may be exercised in full or in part by the grantee in accordance with the terms of the scheme, provided that written notice is given to the company, specifying that the options have been exercised and the number of shares exercised. Each notice must be accompanied by the full remittance of the subscription price multiplied by the number of shares specified in the notice[129](index=129&type=chunk) - Within **28 days** of receiving the notice, the auditor's certificate, or the company's independent financial advisor's certificate (if applicable), the company shall allot and issue the relevant number of shares to the grantee accordingly[129](index=129&type=chunk) [Minimum Vesting Period](index=26&type=section&id=6.8%20Minimum%20Vesting%20Period) Under the scheme, there is no minimum vesting period before options can be exercised, nor are there any performance targets that grantees must achieve - Under the scheme, there is no minimum vesting period before options can be exercised, nor are there any performance targets that grantees must achieve before exercising duly granted options[130](index=130&type=chunk) [Time of Acceptance and Acceptance Payment](index=26&type=section&id=6.9%20Time%20of%20Acceptance%20and%20Acceptance%20Payment) An offer is deemed accepted and options granted, accepted, and effective upon the company's receipt of a duly signed letter from the grantee (specifying the number of shares accepted) and a non-refundable remittance of HK$1.00 as consideration for the grant - An offer shall be deemed accepted and options granted, accepted, and effective upon the company's receipt of a duplicate letter, duly signed by the grantee and clearly stating the number of shares offered and accepted by the grantee, together with a remittance of **HK$1.00** as consideration payable to the company for the grant of shares[131](index=131&type=chunk) - Such remittance shall not be refundable under any circumstances[131](index=131&type=chunk) [Directors' and Major Shareholders' Information](index=27&type=section&id=Directors'%20and%20Major%20Shareholders'%20Information) This section provides information on the interests of directors and major shareholders in the company's securities, as well as their interests in contracts and competing businesses [Directors' and Chief Executive's Interests in Securities](index=27&type=section&id=7.1%20Directors'%20and%20Chief%20Executive's%20Interests%20in%20Securities) As of September 30, 2020, none of the company's directors or chief executive had any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that are required to be disclosed under Part XV of the Securities and Futures Ordinance - As of September 30, 2020, none of the company's directors or chief executive had any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that are required to be notified to the company and the Stock Exchange under Part XV of the Securities and Futures Ordinance[135](index=135&type=chunk) [Major Shareholders' Interests in Securities](index=27&type=section&id=7.2%20Major%20Shareholders'%20Interests%20in%20Securities) As of September 30, 2020, Ms. Leung Lai Shan, Mr. Mu Kejia, and Kingston Securities Limited were major shareholders, holding 9.96%, 9.96%, and 9.37% interests, respectively, in the company's issued share capital Major Shareholders' Shareholding | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Shareholding | | :----------------- | :------- | :----------- | :--------------- | | Leung Lai Shan | Beneficial Owner | 8,500,000 | 9.96% | | Mu Kejia | Beneficial Owner | 8,500,000 | 9.96% | | Kingston Securities Limited | Beneficial Owner | 8,004,000 | 9.37% | - As of September 30, 2020, Ms. Leung Lai Shan, Mr. Mu Kejia, and Kingston Securities Limited had interests or short positions in the company's shares that are required to be disclosed under Part XV of the Securities and Futures Ordinance[136](index=136&type=chunk) - Ms. Leung Lai Shan has a controlling interest in Hang Fook Investment Limited and is deemed to have an interest in the shares held by Hang Fook Investment Limited[138](index=138&type=chunk) - Ms. Polly Lee Yuet Wah has a controlling interest in Kingston Securities Limited and is deemed to have an interest in the shares held by Kingston Securities Limited[138](index=138&type=chunk) [Directors' Interests in Contracts](index=28&type=section&id=7.3%20Directors'%20Interests%20in%20Contracts) For the six months ended September 30, 2020, or at any time during this period, there were no material contracts to which the Group was a party and in which a director had a direct or indirect material interest - For the six months ended September 30, 2020, or at any time during this period, there were no material contracts to which the Group was a party and in which a director had a direct or indirect material interest related to the Group's business[140](index=140&type=chunk) [Directors' Interests in Competing Business](index=28&type=section&id=7.4%20Directors'%20Interests%20in%20Competing%20Business) As of September 30, 2020, none of the directors or their associates had any business or interest in any business that competes or is likely to compete with the Group's business - As of September 30, 2020, none of the directors or their respective associates had any business or interest in any business that competes or is likely to compete with the Group's business[141](index=141&type=chunk) [Corporate Governance](index=28&type=section&id=Corporate%20Governance) This section outlines the company's corporate governance practices, including the audit committee, compliance with the corporate governance code, directors' securities transactions, and changes in directors' information [Audit Committee](index=28&type=section&id=8.1%20Audit%20Committee) The company has established an audit committee responsible for reviewing internal accounting procedures, evaluating, and reporting to the Board on other audit and accounting matters, including the appointment, fees, and performance of independent auditors. The Group's unaudited condensed consolidated financial statements for the six months ended September 30, 2020, have been reviewed by the audit committee - The company has established an audit committee and defined its written terms of reference in compliance with Rules 5.28 and 5.33 of the GEM Listing Rules and the Corporate Governance Code[142](index=142&type=chunk) - The company's audit committee is responsible for reviewing internal accounting procedures and evaluating and reporting to the Board on other audit and accounting matters, including the appointment of independent auditors, fees paid to independent auditors, and the performance of independent auditors[142](index=142&type=chunk) - The Group's unaudited condensed consolidated financial statements for the six months ended September 30, 2020, have been reviewed by the company's audit committee[142](index=142&type=chunk) [Code on Corporate Governance Practices](index=28&type=section&id=8.2%20Code%20on%20Corporate%20Governance%20Practices) The company has adopted the code provisions set out in Appendix 15 of the GEM Listing Rules as its own code on corporate governance practices, and the directors believe that the code provisions have been complied with during the period without any material deviation - The company has adopted the code provisions set out in Appendix 15 of the GEM Listing Rules as its own code on corporate governance practices[143](index=143&type=chunk) - The directors believe that the company has complied with the code provisions set out in the code during the period without any material deviation[143](index=143&type=chunk) [Directors' Securities Transactions](index=28&type=section&id=8.3%20Directors'%20Securities%20Transactions) The company has adopted the dealing rules stipulated in the GEM Listing Rules as the code of conduct for directors' securities transactions involving the company's securities. All directors have confirmed compliance with these rules, and there were no breaches during the period - The company has adopted the dealing rules stipulated in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions involving the company's securities[144](index=144&type=chunk) - Following specific enquiries, all directors have confirmed compliance with the dealing rules and that there were no breaches during the six months ended September 30, 2020[144](index=144&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=28&type=section&id=8.4%20Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the six-month review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the six-month review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[145](index=145&type=chunk) [Changes in Directors' Information](index=29&type=section&id=8.5%20Changes%20in%20Directors'%20Information) Ms. Yeung Yuen Ching was appointed as an independent non-executive director of the company on October 9, 2020, and serves as the chairperson of the audit, nomination, and remuneration committees. Ms. Yeung possesses extensive legal and accounting background, having served as an independent non-executive director for several listed companies - Ms. Yeung Yuen Ching was appointed as an independent non-executive director of the company effective October 9, 2020[147](index=147&type=chunk) - Ms. Yeung has been appointed as the chairperson of the audit committee, nomination committee, and remuneration committee[153](index=153&type=chunk) - Ms. Yeung has been a practicing barrister in Hong Kong since June 2005 and is a member of CPA Australia, the Hong Kong Institute of Certified Public Accountants, and the Institute of Chartered Accountants in England and Wales, possessing extensive professional background[150](index=150&type=chunk) - Ms. Yeung has served as an independent non-executive director for several Main Board and GEM listed companies on the Stock Exchange[148](index=148&type=chunk)[149](index=149&type=chunk) [Report Approval and Publication](index=30&type=section&id=Report%20Approval%20and%20Publication) This section details the composition of the Board of Directors and the publication information for the report [Board Composition](index=30&type=section&id=9.1%20Board%20Composition) As of the report date, the Board comprises Mr. Lau Kei Lit (Chief Executive Officer), Ms. Ho Chi Na, Mr. Hou Zunzhong, Ms. Sin Pui Ying as executive directors, and Ms. Yeung Yuen Ching, Mr. Hou Chi Kit, Mr. Ma Tze On as independent non-executive directors - As of the date of this report, the Board comprises executive directors Mr. Lau Kei Lit (Chief Executive Officer), Ms. Ho Chi Na, Mr. Hou Zunzhong, and Ms. Sin Pui Ying[154](index=154&type=chunk) - The Board comprises independent non-executive directors Ms. Yeung Yuen Ching, Mr. Hou Chi Kit, and Mr. Ma Tze On[154](index=154&type=chunk) [Report Publication](index=30&type=section&id=9.2%20Report%20Publication) This report will be published on the GEM website and the company's website for seven consecutive days from the date of publication - This report will be published on the 'Latest Company Announcements' page of the GEM website at http://www.hkgem.com and on the company's website at www.hmvod.com.hk[154](index=154&type=chunk)