HMVOD视频(08103) - 2024 - 年度业绩

Company Information Company Overview 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][7] - The chairpersons of the company's audit, remuneration, and nomination committees are all independent non-executive directors, complying with corporate governance requirements[7] Management Discussion and Analysis Financial Performance 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] Business Performance and Outlook 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] - 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] Liquidity, Financial Resources, and Capital Structure 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] Other Financial and Operational Information 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] - 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] 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 Background of Directors and Senior Executives 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] - 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][34] - 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] Corporate Governance Report Corporate Governance Practices and the Board 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] - 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] - All directors confirmed compliance with the required standards for securities transactions and participated in continuous professional development training[41][56] Accountability, Risk Management, and Internal Control 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] - 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][68] Board Committees 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][70] - 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][74][76] - 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][79][82] Other Governance Policies 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][93] - 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][92] - The company established whistleblowing, anti-fraud, and anti-corruption policies, providing a dedicated whistleblowing email channel (whistleblowing@hmvod.com.hk)[95][96] - The Company Secretary position underwent two changes during the year, with Mr. Li Kam Chun currently serving, effective November 20, 2023[100] Directors' Report Business and Financial Overview 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][111] - The Board does not recommend the payment of any final dividend for the year ended March 31, 2024[122] - 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] Directors, Shareholders, and Interests 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] 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][426] Environmental, Social and Governance Report ESG Governance and Strategy 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] - 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] A. Environmental 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] - 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][201] B. Social 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] - 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][223] - 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][233] Independent Auditor's Report Auditor's Opinion 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] - 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][253] - 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] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income 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 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 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] - 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] Consolidated Statement of Cash Flows 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 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][279][281] - 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][400] - 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][420] Five-Year Financial Summary Five-Year Financial Review 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) |