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]

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） 截至二零二三年九月三十日止六個月之中期業績公告 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。 本公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」）願就本公告內容共同及個別承擔全部責任。董事在作出 一切合理查詢後，確認就彼等所知及所信，本公告 ...

Financial Performance - For the three months ended June 30, 2023, revenue was approximately HKD 4,500,000, a decrease of about 37.4% compared to approximately HKD 7,100,000 for the same period in 2022[5] - The loss attributable to owners of the company for the three months ended June 30, 2023, was approximately HKD 2,800,000, compared to a loss of approximately HKD 4,200,000 in 2022[5] - Basic loss per share for continuing and discontinued operations was approximately HKD 0.0245, compared to HKD 0.0393 in 2022[5] - The loss from continuing operations before income tax for the three months ended June 30, 2023, was approximately HKD 2,829,000, compared to HKD 4,497,000 in 2022[6] - Total comprehensive loss for the period was approximately HKD 2,820,000, compared to HKD 4,213,000 in 2022[7] - The company reported a net loss of HKD 2,829,000 for the three months ended June 30, 2023, compared to a loss of HKD 4,244,000 in the same period of 2022[14] Revenue Sources - Revenue from OTT services was HKD 4,471,000 for the three months ended June 30, 2023, down 37% from HKD 7,137,000 in the same period of 2022[17] - For the three months ended June 30, 2023, the OTT services generated revenue of approximately HKD 4,500,000, a decrease of about 37.4% compared to HKD 7,100,000 in the same period of 2022[30] - The decrease in OTT service revenue was primarily due to a decline in subscriptions as companies ceased work-from-home arrangements and social distancing measures were relaxed, leading to reduced home entertainment and increased competition from other OTT service providers[30] Dividends and Shareholder Returns - The board of directors did not recommend the payment of any interim dividend for the three months ended June 30, 2023, consistent with the previous year[5] - The company did not declare any interim dividend for the three months ended June 30, 2023, consistent with the previous year[22] - The board of directors did not recommend the payment of any dividends for the three months ended June 30, 2023, consistent with the previous year[42] Cost Management and Operational Efficiency - The company continues to focus on its core business operations while managing costs effectively to improve financial performance in the upcoming quarters[6] - Operating and administrative expenses decreased from approximately HKD 4,000,000 in 2022 to about HKD 2,500,000 in 2023, reflecting cost management in response to reduced revenue[38] - Financing costs decreased from approximately HKD 1,400,000 in 2022 to about HKD 900,000 in 2023, a reduction of approximately 34.0% due to lower borrowing costs[38] - The company has implemented cost control measures to enhance operational efficiency and improve future cash flow[16] Financing Activities - The company has secured new loans totaling HKD 15,000,000 from a financial institution and an individual, with an interest rate of 5% to 6% and due by June 2025[16] - The company issued convertible bonds amounting to HKD 12,000,000 at a conversion price of HKD 0.60 per share, with an interest rate of 3%[16] - Total borrowing costs for the three months ended June 30, 2023, were HKD 883,000, a decrease of 34% from HKD 1,337,000 in the same period of 2022[18] Future Outlook and Strategy - The company expects to benefit from the increase in user numbers due to the 5G plan and aims to leverage its OTT platform to provide a variety of media content, including movies and TV shows[37] - The company plans to continue exploring opportunities to acquire additional media content to enrich its media library and attract more customers in Hong Kong and Macau[37] - The company has not disclosed any new product developments or market expansion strategies during this reporting period[6] Corporate Governance and Compliance - The company has established an audit committee in compliance with GEM listing rules, consisting of three independent non-executive directors[52] - The audit committee reviewed the unaudited condensed consolidated financial information for the three months ended June 30, 2023, and confirmed compliance with applicable accounting standards and GEM listing rules[52] - The company has adopted corporate governance practices in accordance with GEM listing rules and has complied with the code provisions during the reporting period[53] - All directors confirmed compliance with the trading code for securities transactions during the three months ended June 30, 2023[54] - There are no known interests or businesses held by directors that may compete with the company's business as of June 30, 2023[51] Share Capital and Ownership - As of June 30, 2023, the total issued share capital of the company is 107,873,248 shares[47] - Masan Multi Strategy Fund SPC holds 8,139,000 shares, representing approximately 7.54% of the company's issued share capital[47] - The average number of ordinary shares used to calculate basic and diluted loss per share was 107,873,000 for both periods[24] Miscellaneous - The company reported no income from discontinued operations for the three months ended June 30, 2023, compared to a loss of HKD 5,000 in the same period of 2022[25] - The company did not make any significant investments, acquisitions, or disposals during the three months ended June 30, 2023[41] - There were no significant contracts involving the group where directors had a substantial interest during the three months ended June 30, 2023[50] - No purchases, sales, or redemptions of the company's listed securities occurred during the review period[55] - The professional services team focuses on providing cybersecurity solutions and risk management services across the Greater China and Asia-Pacific regions[31] - No other individuals, apart from those disclosed, held interests in shares or related securities that required disclosure under the Securities and Futures Ordinance as of June 30, 2023[48]

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） 8103 （股份代號： ） 截至二零二三年六月三十日止三個月 第一季度業績公告 GEM 香港聯合交易所有限公司（「聯交所」） 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。 GEM GEM 由於 上市公司一般為中小型公司，在 買賣的證券可能會較於聯交所主板買 GEM 賣之證券承受較大的市場波動風險，同時無法保證在 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。 本公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」）的資料；本公司董事（「董事」）願就本公告的資 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 ...

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 ...