HMVOD视频(08103) - 2025 - 年度财报

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