REG-Grand Vision Media Holdings Plc: Annual Financial Report
30/04/2024 08:30
London, 30 April 2024
FOR IMMEDIATE RELEASE
Grand Vision Media Holdings plc
( “GVMH” or the “Company”)
Audited Final Results
Grand Vision Media Holdings plc announces its audited final results for the
year ended 31 December 2023.
STRATEGIC REVIEW REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The CEO Report
We are pleased to report improved results for 2023 compared to the prior year,
as we embarked on the post COVID recovery path. However, our business growth
is still impacted by the global political situation and slower than expected
economic recovery in our region.
Summary of Trading Results
Total revenue for the year was HK$5,962K (2022: HK$3,974K), a rise of 50%
compared to the prior year. This was as a result of recovery in our existing
revenue streams, albeit they are still below historic levels. The total
comprehensive loss for the year was HK$3,913K (2022: HK$5,716K). Our focus
remains tight cost control to minimise operational costs wherever possible.
Cash in hand at the end of the year was HK$291K. The Group continues to manage
its cash within its available resources.
Outlook
We are positive about the outlook in 2024. We believe the local market
conditions will improve and with regional tourism rising, we are seeing
increases in marketing budgets for our customers, moving towards pre COVID
levels. Our emphasis on cross border brand building and assisting our
clients to develop distribution channels will also allow us to develop new
revenue streams beyond our core marketing income.
Section 172 Statement
The Directors are well aware of their duty under s172 of the Companies Act
2006 to act in the way which they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as
a whole and, in doing so, to have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Group’s employees;
• the need to foster the Group’s business relationships with suppliers,
customers and others;
• the impact of the Group’s operations on the community and the
environment;
• the desirability of the Group maintaining a reputation for high standards
of business conduct; and
• the need to act fairly between members of the Group.
The Board recognises that the long-term success of the Grand Vision Media
Holdings Group requires positive interaction with its stakeholders. Positive
engagement with stakeholders will enable our stakeholders to better understand
the activities, needs and challenges of the business and enable the Board to
better understand and address relevant stakeholder views which will assist the
Board’s in its decision making and to discharge its duties under Section 172
of the Companies Act 2006.
In the following section we identify our key stakeholders, how we engage with
them and key activities we have undertaken during the period in question.
Our Strategic Partners
We continue to strengthen our relationships with CY Group in Korea despite the
closure of Korean cinemas caused by COVID-19 which stalled our OOH expansion
plan. We are exploring opportunities with new display / imaging technologies
for marketing purpose. We also looking at opportunities in ESG related
products.
We develop new strategic partners in the commodities sector, where we help
facilitate transactions and earn a commission income. We believe this new
revenue stream will provide the Group with recurring income.
Our Shareholders
The Company has been well-supported by its shareholders for many years, who
have provided shareholder loans historically, and during 2020, some
shareholders participated in the convertible loan note issue. The Company
endeavours to keep shareholders updated on regulatory matters, and is
committed to provide transparent information to them, both through the annual
report and ad-hoc communications.
Our Customers
The Company strives to maintain strong relationships with its customers, which
will promote long term growth. The relationships with customers who advertise
with the Company are maintained through regular contact and relationship
management.
Our Employees
The Company believes that good staff morale engenders increased efficiency and
loyalty, and hence promotes staff welfare and well-being. Staff needs are
constantly monitored and improved on an ongoing basis.
Principal Risks and Uncertainties
The Directors consider the following risk factors to be of relevance to the
Group’s activities. It should be noted that the list is not exhaustive and
that other risk factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
1. Development Risk
The Group’s development will be, in part, dependent on the ability of the
Directors to continue to expand the current business and identify suitable
investment opportunities and to implement the Group’s strategy. There is no
assurance that the Group will be successful in the expansion of the business,
which is dependent on raising sufficient capital.
1. Sector Risk
As the Group operates in the media sector, it is more susceptible to economic
downturns and times of uncertainty, as companies will cut marketing budgets
before other expenses. Changing technologies and customer requirements means
that the Group needs to be innovative with its media offerings, and adapt to
market conditions rapidly.
1. Political and Regulatory Risk
The Group is subject to amendments to laws imposed by China and by other
jurisdictions where the Group does business, including laws that govern the
time, place and manner of advertising, that may impair or even prevent the
Group from conducting its business.
Furthermore, prior to distributing advertisements for certain commodities,
advertising distributors and advertisers are obligated to ensure compliance to
relevant regulations. Violation of these regulations may result in
penalties, including fines, confiscation of advertising income, orders to
cease dissemination of the advertisements.
In circumstances involving serious violations, the SAIC or its local branches
may revoke violators’ licenses or permits for advertising business
operations. In addition, advertisers, advertising operators or advertising
distributors may be subject to civil liability if they infringe on the legal
rights and interests of third parties in the course of their advertising
business. The Group has implemented procedures to ensure the content of our
advertisement are properly reviewed and the advertisement would only be
published upon the receipt of content approval from the relevant
administrative authorities. However, the Group can provide no assurance that
all the content of the advertisements is true and in full compliance with
applicable laws.
In the event that the Group was in violation of such regulations the
business, financial condition, results of operations and the prospects of
the Group could be materially and adversely affected.
1. Environmental Risks and Hazards
All phases of the Group’s operations are subject to environmental regulation
in the areas in which it operates. Environmental legislation is evolving in a
manner that may require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees.
There is no assurance that existing or future environmental regulation will
not materially adversely affect the Group’s business, financial condition
and results of operations. Environmental hazards may exist on the properties
on which the Group holds interests that are unknown to the Group at present.
The Board manages this risk by working with environmental consultants and by
engaging with the relevant governmental departments and other concerned
stakeholders.
1. Internal Control and Financial Risk Management
The Board has overall responsibility for the Group’s systems of internal
control and for reviewing their effectiveness. The Group maintains systems
which are designed to provide reasonable but not absolute assurance against
material loss and to manage rather than eliminate risk.
The key features of the Group’s systems of internal control are as follows:
* Management structure with clearly identified responsibilities;
* Production of timely and comprehensive historical management information
presented to the Board;
* Detailed budgeting and forecasting;
* Day to day hands on involvement of the Executive Directors and Senior
Management; and
* Regular board and meetings and discussions with the Non-executive directors.
The Group’s activities expose it to several financial risks including cash
flow risk, liquidity risk and foreign currency risk.
1. Environmental Policy
The Group is aware of the potential impact that its subsidiary and associate
companies may have on the environment. The Group ensures that it complies with
all local regulatory requirements and seeks to implement a best practice
approach to managing environmental aspects.
1. Health and Safety
The Group’s aim is to achieve and maintain a high standard of workplace
safety. In order to achieve this objective, the Group provides ongoing
training and support to employees and sets demanding standards for workplace
safety.
1. Financing Risk
The development of the Group’s business may depend upon the Group’s
ability to obtain financing primarily through the raising of new equity
capital or debt. The Group’s ability to raise further funds may be affected
by the success of existing and acquired investments. The Group may not be
successful in procuring the requisite funds on terms which are acceptable to
it (or at all) and, if such funding is unavailable, the Group may be required
to reduce the scope of its investments or the anticipated expansion. Further,
Shareholders’ holdings of Ordinary Shares may be materially diluted if debt
financing is not available.
1. Credit Risk
The Group does not have bank loans or other borrowings except for shareholder
loans. The Group has benefitted from further shareholder loans, although
there is no guarantee that these will continue in the future. We have reviewed
the accounts receivable and have made adequate provisions as appropriate.
1. Liquidity Risk
The Directors have reviewed the working capital forecasts for the Group and
believe that there is sufficient working capital to fund the business as it
progresses to break even. The group is reliant on raising new capital for
expansion, which is not guaranteed.
1. Market Risk
The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares
are not readily tradable.
1. Capital Risk
The Group manages its capital resources to ensure that entities in the Group
will be able to continue as a going concern, while maximising shareholder
return.
The capital structure of the Group consists of equity attributable to
shareholders, comprising issued share capital and reserves. The availability
of new capital will depend on many factors including a positive operating
environment, positive stock market conditions, the Group’s track record, and
the experience of management. There are no externally imposed capital
requirements. The Directors are confident that adequate cash resources exist
or will be made available to finance operations but controls over expenditure
are carefully managed.
Environmental, social and governance
A review of the Group’s approach to sustainability and societal impact
during the year is set out below:
Climate Change
The Group recognise the increasing importance of climate change triggered by
greenhouse gases (GHG) from burning fossil fuels.
We plan to publish targets across 2023/2024. We have made progress in reducing
emissions in our offices during 2023, after the impact of COVID-19 pandemic,
the majority of our employees return as normal to work in office. Total GHG
emissions associated with activities under direct control of management (Scope
1 and 2 emissions) remained at the same level in 2023 versus 2022. In terms of
Energy efficiency, our energy usage was on the same level in 2023 compared
with 2022.
Environmental
The Group’s operations are conducted in such a manner that compliance is
maintained with legal requirements relating to the environment in areas where
the Group conducts it business. During the period covered by this report, the
Group has not incurred any fines or penalties or been investigated for any
breach of environmental regulations.
The Directors consider that, due to the nature of the Group’s operations. It
does not have a significant impact on the environment. However, the Group
seeks to minimise its carbon impact and recognises that its activities should
be carried out in an environmentally friendly manner where practicable. The
Group’s environmental impact is under continual review and the Group
considers related initiatives on an ongoing basis. In 2023, these included:
continued reduction of waste and, where practicable, re-use and recycling of
consumables; continued reduction of usage of energy, water and other
resources; on going upgrades to LED lighting; and reprogramming of certain air
conditioning and air handling systems to increase efficiency and implement
timed shut downs when no required.
Facilities and Office Environments
Management engages with its office provider and its facilities management
provider to ensure a safe working environment for our employees.
Environmental management is overseen by the Chief Executive Officer. Grand
Vision Media Group complies with the Companies Act 2006 (Strategic Report and
Directors Report) Regulations 2013. We are also reporting in compliance with
the Companies (Directors’ Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018 known as SECR (Streamlined Energy Carbon
Reporting). Energy consumption and GHG emissions have been calculated in line
with the UK Government’s Environmental Reporting Guidelines; including
streamlined energy and carbon reporting guidance (March 2019). There were no
prosecutions or compliance notices for breaches of environmental legislation
during 2023.
Supply Chain
We are committed to ensuring that there is no slavery or human trafficking in
our supply chains or in any part of our business. We maintain strong working
relationships with our suppliers and partners, in order to enhance the
efficiency of our business and create value, and make sure we treat suppliers
in line with our values and ethical standards. We continually assess our
supplier and partner network, and leverage both internal and external
expertise to ensure appropriate relationships and fair economics.
Governance
The Board takes issues of governance seriously and seeks to ensure
transparency and streamlined administration. The Directors bring a broad range
of technical, commercial, business, accounting, audit and corporate finance
expertise. Culturally, the Board demonstrates a high degree of integrity,
fairness and non-discrimination and promotes these value through the
organisation.
Going Concern
The day to day working capital requirements and investment objectives is met
by existing cash resources and the issue of equity. At 31 December 2023 the
Group had cash balance of HKD291k. The Group’s forecasts and projections,
taking into account reasonably possible changes in the level of overhead
costs, show that the company should be able to operate within its available
cash resources but only with shareholder help. The directors have, at the time
of approving the financial statements, a reasonable expectation that the Group
has adequate resources to continue in existence for the foreseeable future.
They therefore continue to adopt the going concern basis of accounting in
preparing the financial statements.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report together with the accounts of Grand Vision
Media Holdings Plc (‘’the Company’’) and its subsidiary undertakings
(together ‘the group’) for the year ended 31 December 2023.
Results and dividends
The trading results for the Group are set out in the consolidated statement of
comprehensive income and the consolidated statement of financial position at
the end of the year.
The directors have not recommended a dividend.
Directors
The following directors have held office during the period:
Ajay Kumar Rajpal
Jonathan Yat Pang Lo
Frederick Chua Oon Kian
Directors’ interests
At the date of this report the directors held the following beneficial
interest in the ordinary share capital and share options of the company:
Director Beneficial Shareholding (Held through Cyber Lion Limited) Beneficial Shareholding Percentage of the Company’s ordinary Share Capital
Edward Kwan-Mang Ng Nil -
Ajay Kumar Rajpal Nil -
Jonathan Yat Pang Lo 22,438,842 23.3%
Frederick Chua Oon Kian - -
Director Options
Edward Kwan-Mang Ng -
Ajay Kumar Rajpal -
Jonathan Yat Pang Lo -
Totals -
Substantial Interests
The Company has been informed of the following shareholdings that represent 3%
or more of the issued ordinary shares of the company as at 31 December 2023:
Investor Shareholding (Ordinary shares of 10p) Percentage of the Company’s ordinary Share Capita
Jonathan Lo 22,438,842 23.3%
Pentawood Limited 12,439,779 12.92%
Stephen Lo 12,439,779 12.92%
Magic Carpet 8,064,486 8.38%
Win Network International Limited * 7,328,000 7.61%
Timenow Ltd 4,499,016 4.67%
Kwok Keung David Tsoi 3,936,639 4.09%
Knight Wind Limited 3,374,262 3.50%
*Beneficially owned by Stephen Lo
Financial risk and management of capital
The major balances and financial risks to which the company is exposed to and
the controls in place to minimise those risks are disclosed in Note 20.
A description of how the company manages its capital is also disclosed in Note
19.
The Board considers and reviews these risks on a strategic and day-to-day
basis in order to minimise any potential exposure.
Emissions
The Group is not an intensive user of fossil fuels or electricity. As a
result, it is not practical to determine carbon emission with any degree of
accuracy.
Financial instruments
The company has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Supplier payment policy
It is the Group’s payment policy to pay suppliers in line with industry
norms. These payables are paid on a timely basis within contractual terms
which is generally 30 to 60 days from date of receipt of invoice.
Auditors
LB Group has been appointed as the auditor of the Company with effect from 23
January 2023 to fill the casual vacancy following the resignation of Shipleys
LLP. A resolution for the reappointment LB Group as audit of the Company will
be proposed at the forthcoming annual general meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent company
financial statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with UK adopted
International Accounting Standards. Under company law the directors must not
approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the group and company and of the
group’s profit or loss for that period. In preparing these financial
statements, the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether they have been prepared in accordance UK adopted International
Accounting Standards
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position of the group and
company. They are also responsible for safeguarding the assets of the group
and company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Corporate Governance
The Board recognizes that good standards of corporate governance help the
Company to achieve its strategic goals and is vital for the success of the
Company. The Company adopts proper standards of corporate governance and
follows the principles of best practice set out in QCA Corporate Governance
Code (2019), as far as is appropriate for the size and nature of the Company
and the Group.
■ The QCA Code has ten principles of
corporate governance that the Company has committed to apply within the
foundations of the business. These principles are:
■ 1. Establish a strategy and
business model which promote long-term value for shareholders;
■ 2. Seek to understand and meet
shareholder needs and expectations;
■ 3. Take into account wider
stakeholder and social responsibilities and their implications for long tern
success;
■ 4. Embed effective risk
management, considering both opportunities and threats, throughout the
organisation;
■ 5. Maintain the board as a
well-functioning balanced team led by the Chair;
■ 6. Ensure that between them the
directors have the necessary up to date experience, skills and capabilities;
■ 7. Evaluate board performance
based on clear and relevant objectives, seeking continuous improvement;
■ 8. Promote a corporate culture
that is based on ethical values and behaviours;
■ 9. Maintain governance structures
and processes that are fit for purpose and support good decision-making
■ by the Board; and
■ 10. Communicate how the Company is
governed and is performing by maintaining a dialogue with shareholders and
other relevant stakeholders.
■ There follows a short explanation
of how the Company applies each of the principles.
■ Principle 1 – Business Model and
Strategy
■ Grand Vision Media Holdings Plc is
a Hong Kong based out-of-home media (OOH) and digital marketing company. The
Company completed a reverse takeover of GVC Holdings Limited in 2018.
■ The OOH business focusses on
innovative visual technologies in cinema spaces, with a view to broaden the
technologies and locations. The partnerships with cinema groups across China
provide a strong platform for the development and growth in business
opportunities.
■ The digital marketing business has
well established clients and uses common digital platforms across the Asia
region.
■ For further information on the
market, the future strategy of the Company and the risks the Board consider to
be the most significant for potential investors, Shareholders are referred to
Strategic Report in the latest Annual Report and Accounts (which is available
on our website).
■ Principle 2 – Understanding
Shareholders‘ Needs and Expectations
■ Communication with shareholders is
co-ordinated and led between the CEO who is the Company’s principal
spokesperson with investors and other interested parties.
■ The Company is in dialogue with,
and holds meetings with, shareholders and brokers representing private
shareholders as required, providing them with such information on the
Company’s progress as is permitted MAR and requirements of relevant
legislation.
■ The Company regularly updates its
website and releases news flow and operational updates. Communications are
also provided through the Company’s Annual and Interim Reports.
■ Shareholders are encouraged to
attend the Annual General Meeting, which the Board believes is a good
opportunity to communicate directly with shareholders.
■ The Company discloses contact
details on its website and on all announcements released via RNS, should
shareholders wish to communicate with the Board.
■ Principle 3 – Consider Wider
Stakeholder and Social Responsibilities
■ The Board believes that its
stakeholders (other than shareholders) are its employees, customers, suppliers
and their funders.
■ The Board recognises that the
long-term success of the Company is reliant upon the efforts of the Company,
advisers and these stakeholders.
■ The Board makes every effort to
communicate effectively with all stakeholders, to ensure that the Company
complies with contractual terms.
■ Principle 4 – Risk Management
■ The Board has overall
responsibility for the determination of the Company’s risk management
objectives and policies and recognises the need for an effective and
well-defined risk management process. The overall objective of the Board is to
set policies that seek to reduce risk as far as possible without unduly
affecting the Company’s competitiveness and flexibility. The Board is
responsible for the monitoring of financial performance against budget and
forecast and the formulation of the Company’s risk appetite including the
identification, assessment and monitoring of the Company’s principal risks.
■ For further information on the
risks the Board consider to be the most significant for potential investors,
Shareholders are referred to the Strategic and Directors’ Report contained
in the latest Report and Accounts which are available on the Company’s
website.
■ Principle 5 – A Well-functioning
Board of Directors
■ The Board is responsible for the
management of the business of the Company, setting the strategic direction of
the Company and establishing the policies of the Company. It is the Board’s
responsibility to oversee the financial position of the Company and monitor
the business and affairs of the Company on behalf of Shareholders, to whom the
Directors are accountable. The primary duty of the Board is to act in the best
interests of the Company at all times.
■ The Board also addresses issues
relating to internal control and the Company’s approach to risk management.
■ The Board consists of one
Executive Director and two Non-Executive Directors, both of whom are
considered to be independent. All the Directors are expected to devote as
much time to the affairs of the Company as may be necessary to fulfil their
roles.
■ Jonathan Lo is CEO of the Board,
and acts as Chairman for meetings. The CEO has industry and technical
knowledge and expertise and financial expertise. The Non-Executive Directors
have accounting, fund management, technical, public market experience.
■ At formal meetings, the Board
receives reports by the CEO on the overall performance since the
■ previous Board meeting. He is
supported by the subsidiary financial controller on financial detail. They are
followed by reports on other matters, particularly progress with development
projects.
■ There is a formal schedule of
matters reserved for the Board. This includes the setting of high-level
targets, approval of budgets, strategy, funding, capital expenditure, license
agreements and incentive schemes. Specific authority levels for expenditure
are delegated to individual executives or management committees according to a
schedule agreed by the Board.
■ Whilst the bulk of the formulation
of budgets and strategy is undertaken by senior management, this is done
against a framework set by the whole Board, challenged by it in detail and
finally approved by it.
■ Financial information submitted
regularly to the Board includes monthly balance sheets and profit & loss
accounts; together with analyses of movements in cash, trade debtors and
creditors, and fixed assets.
■ Certain other high level decisions
that cannot await the convening of a formal Board meeting may be agreed by way
of written resolutions. In such cases supporting papers are submitted to the
directors and they are given the opportunity to discuss the matter with other
directors and executive management. Written resolutions are deemed passed only
if all directors vote in favour.
■ Overcoming geographic and time
differences
■ The Board is conscious of the need
to overcome the difficulties that can arise from the time differences and
geographic separations that face directors; both between and within regions.
■ It is not practical or
cost-justified for the whole Board to meet face-to-face at every board
meeting. So where one or more director is unable to be physically present, use
is made of telephone conference calls.
■ Principle 6 – Appropriate Skills
and Experience of the Directors
■ The Company believes that the
current balance of skills within the Board as a whole reflects a broad and
appropriate range of commercial, technical and professional skills relevant to
the business.
■ Biographical details of each of
the Directors and officers are set out below:
■ Jonathan Yat Pang Lo
■ Chief Executive Officer
■ Jonathan Yat Pang Lo, FCA, is the
founder and CEO of GVC Holdings Ltd. He is a Chartered Accountants in England
and Wales (ICAEW) and the Canadian Institute of Chartered Accountants (CICA).
Mr Lo has significant management experience in both the financial and TMT (
telecommunications, media and technology) sectors.
■ Frederick Oon Kian, Chua
■ Non-executive Director
■ Mr. Frederick Chua Oon Kian is a
Founder & Chief Executive Officer at Quantum Asset Management Pte Ltd. He is
on the Board of Directors at CMON Ltd. He has over 20 years of equity
research, private equity and fund management experience.
He started his career in 1991 as equity research and sales in Nomura
Singapore. Between 1994- 1998, he was a portfolio manager in ABN AMRO Bank
Singapore, managing Asian Equities for wealth management division. From 2001
to present, he has invested in more than 12 PRE IPO investments in Chinese
companies that are successfully listed in both the Hong Kong and Singapore
exchanges. He holds a Bachelor of Arts Degree in Economics from the Indiana
University, Bloomington.
■ Ajay Rajpal
■ Non-executive Director
■ Mr. Ajay Rajpal, ACA, is a
Chartered Accountant and member of ICAEW, qualifying in 1999. During his
career, he has gained broad-ranging commercial experience developed in the US,
Europe, Middle East and Far East, with a particular focus on M&A, financial
management and insolvency/ restructuring.
■ The Directors have access to the
Company’s external advisers e.g. lawyers and auditors as and
■ when required and are able to
obtain advice from other external advisers when necessary.
■ All Directors have access to
independent legal advice at the Company’s expense.
■ The Board will seek to take into
account Board imbalances for future nominations, with areas to take
■ into account including gender
balance.
■ Principle 7 – Evaluation of
Board Performance
■ Evaluation of the performance of
the Company’s Board has historically been implemented in an informal manner.
■ From 2018 however, the Board will
formally review and consider the performance of each director at or around the
time of publication of the company’s annual report.
■ On an ongoing basis, board members
maintain a watching brief to identify relevant internal and external
candidates who may be suitable additions to or backup for current board
members.
■ The Company undertakes annual
monitoring of personal and corporate performance. Responsibility for assessing
and monitoring the performance of the executive directors lies with the
independent
■ non-executive director.
■ Agreed personal objectives and
targets including financial and non-financial metrics are set each year for
the executive directors and performance measured against these metrics.
■ The Board as a whole is mindful of
the need for considering succession planning.
■ Principle 8 – Corporate Culture
■ The Board believes that the
promotion a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value in the medium to long-term. The
Company recognises the importance of promoting an ethical corporate culture,
interacting responsibly with all stakeholders and the communities in which the
Company operates.
■ The Company maintains and annually
reviews a handbook that includes clear guidance on what is expected of every
employee and officer of the company. Adherence of these standards is a key
factor in the evaluation of performance within the company, including during
annual performance reviews.
■ Guided by the Group’s core
values of simplicity, empowerment, passion, innovation and authenticity, the
Group seeks to promote a culture where its people can thrive. For GVMH, this
means promoting strong business ethics and putting in place policies and
programmes to build trust with employees.
■ As a first priority, GVMH seeks to
uphold individual human rights in its operations and expects the same from all
partners. The Group’s policies outline the behaviours expected from
employees and suppliers at all times and set out the Group’s zero tolerance
approach towards any form of modern slavery, discrimination or unethical
behaviour relating to bribery, corruption or business conduct.
■ The GVMH diversity policy outlines
the Group’s commitment to building an inclusive culture, where people feel
able to be their best at work, irrespective of age, race, sexual orientation,
religion, national origin or gender.
■ Principle 9 – Maintenance of
Governance Structures and Processes
■ The Board provides strategic
leadership for the Company and operates within the scope of a robust corporate
governance framework. Its purpose is to ensure the delivery of long-term
shareholder value, which involves setting the culture, values and practices
that operate throughout the
■ business, and defining the
strategic goals that the Company implements in its business plans.
■ The Board meets regularly to
determine the policy and business strategy of the Group and has adopted a
schedule of matters that are reserved as the responsibility of the Board. The
CEO leads the development of business strategies within the Group’s
operations. The Board currently consists of one Executive Directors and two
■ Non-executive Directors.
■ The Board considers that there is
an appropriate balance between the Executives and Non-executives and that no
individual or small group dominates the Board’s decision making.
■ The Board’s members have a wide
range of expertise and experience and it is felt that concerns may be
addressed to the Non-executive Directors.
■ The Board has considered
mechanisms by which the business and the financial risks facing the Company
are managed and reported to the Board. The principal business and financial
risks have been identified and control procedures implemented. The Board
acknowledges its responsibility for reviewing the effectiveness of the systems
that are in place to manage risk and to provide reasonable but not absolute
assurance with regard to the safeguarding of the Company’s assets against
misstatement or loss.
■ Internal controls
■ The Board has ultimate
responsibility for the Company’s system of internal control and for
reviewing its effectiveness. However, any such system of internal control can
provide only reasonable, but not absolute, assurance against material
misstatement or loss. The Board considers that the internal controls in place
are appropriate for the size, complexity and risk profile of the Group. The
principal elements of the Group’s internal control system include:
■ • Close management of the day
to day activities of the Group by the executive Directors;
■ • An organisational structure
with defined levels of responsibility, which promotes entrepreneurial decision
making and rapid implementation whilst minimising risks;
■ • A comprehensive annual
budgeting process producing a detailed integrated profit and loss, balance
sheet and cash flow, which is approved by the Board;
■ • Detailed monthly reporting
of performance against budget; and
■ • Central control over key areas
such as capital expenditure authorisation and banking facilities.
■ The Company continues to review
its system of internal control to ensure compliance with best practice, whilst
also having regard to its size and the resources available. The Board
considers that the introduction of an internal audit function is not
appropriate at this juncture.
■ The CEO has overall responsibility
for corporate governance and in promoting high standards
■ throughout the Company. He leads
and chairs the Board, ensuring that that performance of individual Directors,
the Board and its committees are reviewed on a regular basis, leads in the
development of strategy and setting objectives, and oversees communication
between the Company and its shareholders.
■ The Executive Director is
responsible for implementing and delivering the strategy and operational
decisions agreed by the Board, making operational and financial decisions
required in the day-to-day operation of the Company, providing executive
leadership to managers, championing the Company’s core values and promoting
talent management.
■ The Independent Non-Executive
Directors contribute independent thinking and judgement through the
application of their external experience and knowledge, scrutinise the
performance of management, provide constructive challenge to the Executive
Director and ensure that the Company is operating within the governance and
risk framework approved by the Board.
■ The Board reviews annually the
effectiveness of its corporate governance structures and processes.
■ The primary duty of the Board is
to act in the best interests of the Company at all times. The Board
■ also addresses issues relating to
internal control and the Company’s approach to risk management.
■ The Company has also implemented a
code for Directors´ and employees´ dealings in securities which is
appropriate for a company whose securities are traded on the London Stock
Exchange and is in accordance with the requirements of the Market Abuse
Regulation which came into effect in 2016.
■ Principle 10 – Shareholder
Communication
■ The Board is committed to
maintaining good communication with its shareholders and investors,
■ providing them with such
information on the Company’s progress as is permitted by MAR and the
requirements of the relevant legislation.
■ The Board believes that the
Company’s Annual Report and Accounts, and its Interim Report published after
the half year, play an important part in presenting all shareholders with an
assessment of the Company’s position and prospects.
■ The Annual General Meeting is the
principal opportunity for private shareholders to meet and discuss the
Company’s business with the Directors. There is an open question and
answer session during which shareholders may ask questions both about the
resolutions being proposed and the business in general. The Directors are
also available after the meeting for an informal discussion with shareholders.
■ Results of shareholder meetings
and details of votes cast will be publicly announced through RNS and displayed
on the Company’s website with suitable explanations of any actions
undertaken as a result of any significant votes against resolutions.
■ All reports and press releases are
published on the Group’s website: www.gvmh.co.uk,
■ and the Company will continue to
keep its website up to date, participate in investor presentations,
■ attend conferences and release
news flow and operational updates as appropriate.
Application of principles of good governance by the board of directors
The board currently comprises the three directors: Frederick Chua Oon Kian,
Ajay Kumar Rajpal and Jonathan Yat Pang Lo. Only Jonathan Yat Pang Lo is
executive director – the others are non-executive directors.
There are regular board meetings each year and other meetings are held as
required to direct the overall Company strategy and operations. Board meetings
follow a formal agenda covering matters specifically reserved for decision by
the board. These cover key areas of the Company’s affairs including overall
strategy, acquisition policy, approval of budgets, major capital expenditure
and significant transactions and financing issues.
The board undertakes a formal annual evaluation of its own performance and
that of its committees and individual directors, through discussions and
one-to-one reviews with the chairman and the senior independent director.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report
confirms that:
• So far as the Directors are aware, there is no relevant audit information
of which the Company’s auditors are unaware; and
• Each Director has taken all the steps that he ought to have taken as
Director in order to make himself aware of any relevant audit information and
to establish that the Company’s auditors are aware of that information.
• Each Director is aware of and concurs with the information included in
the Strategic Report.
Post Balance Sheet Events
Further information on events after the reporting date is set out in note 24.
Branches Outside the UK
The Group head office is in Hong Kong and the subsidiaries are located in Hong
Kong and China.
The Directors’ have chosen to produce a Strategic Report that discloses a
fair review of the Group’s business, the key performances metrics that the
Directors review along with a review of the key risks to the business.
In accordance with Section 414C (1) of the Companies Act 2006, the group
chooses to report the review of the business, the future outlook and the risks
and uncertainties faced by the Company in The Strategic Report on page 4.
Directors’ Remuneration Report
The remuneration committee consisted of Ajay Rajpal and Frederick Chua Oon
Kian. This committee's primary function is to review the performance of
executive directors and senior employees and set their remuneration and other
terms of employment.
2023 2022
Director Options Vested Options Vested
Edward Ng - -
Ajay Rajpal - -
Jonathan Lo - -
Total - -
During the year, 4,000,000 options vested in 2020 were lapsed and not
exercised.
The Company has one executive director.
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively
and to reward performance. The remuneration committee determines the company's
policy for the remuneration of executive directors, having regard to the UK
Corporate Governance Code and its provisions on directors' remuneration.
Service agreements and terms of appointment
The directors have service contracts with the company.
Directors' interests
The directors' interests in the share capital of the company are set out in
the Directors’ report.
Directors' emoluments
Salaries and Fees Group Company
2023 2022 2023 2022
HK$’000 HK$’000 HK$’000 HK$’000
Ajay Rajpal 480 480 120 120
Jonathan Lo 1,080 1,080 480 480
Frederick Chua Oon Kian - - - -
1,320 1,320 600 600
No pension contributions were made by the company on behalf of its directors
apart for Jonathan Lo of HKD18K.
Approval by shareholders
At the next annual general meeting of the company a resolution approving this
report is to be proposed as an ordinary resolution.
This report was approved by the board on 29th April 2024
On behalf of the board
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GRAND VISION MEDIA HOLDINGS PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
* the financial statements of Grand Vision Media Holdings Plc (the ‘parent
company’) and its subsidiaries (the ‘group’) give a true and fair view
of the state of the group’s and of the parent company’s affairs as at 31
December 2023 and of the group’s loss for the year then ended;
* the group financial statements have been properly prepared in accordance
with United Kingdom adopted international accounting standards [and
International Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB);
* the parent company financial statements have been properly prepared in
accordance with United Kingdom adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
* the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
* the consolidated income statement;
* the consolidated statement of comprehensive income;
* the consolidated and parent company balance sheets;
* the consolidated and parent company statements of changes in equity;
* the consolidated cash flow statement;
* the statement of accounting policies; and
* the related notes 1 to 24.
The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law, United Kingdom adopted
international accounting standards and IFRSs as issued by the IASB. The
financial reporting framework that has been applied in the preparation of the
parent company financial statements is applicable law and United Kingdom
adopted international accounting standards and as applied in accordance with
the provisions of the Companies Act 2006.
1. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s (the
‘FRC’s’) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We confirm that we have not provided any non-audit
services prohibited by the FRC’s Ethical Standard to the group or the parent
company.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
1. Summary of our audit approach
Key audit matters The key audit matter we identified in the current year was going concern assumption.
Materiality The materiality that we used for the group financial statements was HK$59,600 (2022: HK$29,800) which was determined on the basis of revenue.
Scoping Those entities subject to audit represented 100% of the group’s consolidated revenue (2022: 100% of revenue) achieved through a combination of direct testing and specified audit procedures, including substantive analytical review procedures, performed by the group auditor and component auditors across the world.
Significant changes in our approach There have been no significant changes in our approach in the current year.
1. Material Uncertainty related to going concern.
We draw attention to the going concern section in the notes 2.3 to the
financial statements. The group's ability to generate funds to meet short term
operating cash requirements and loan repayments is reliant on the group's
ability to obtain alternative financing. The timing of sales is uncertain and
as a result the group is currently reliant on shareholders’ loans being
extended when they come up for repayment. These events or conditions, along
with other matters as set out in note 2.3 indicate that a material uncertainty
exists that may cast significant doubt on the Group's ability to continue as a
going concern. Our opinion is not modified in respect of this matter
1. Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
5.1. Key audit matter title
Going concern assumption The financial statements have been prepared the notes to the financial statements. Historically, the Group has been loss making, and has raised capital and taken out borrowings to fund costs during Covid-19 and the years after. Accumulated losses shown in
the Consolidated Balance Sheet totalled HK$90,761,390 as at 31 December 2023. We included the going concern assumption as a key audit matter as it relies on existing cash reserves and revenue growth generating sufficient cashflows to cover necessary
expenditure.
How the scope of our audit responded to the key audit matter Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: – Testing controls over management’s going concern model, including the review of the inputs and
assumptions used in the model – Identifying the key assumptions, including those relating to the current macroeconomic uncertainty, and evaluating the appropriateness of these assumptions and their consistency with management’s presentations to the Board
and Audit Committee – Comparing the forecasts within the going concern model to recent historical financial information – Testing the mechanical accuracy of the going concern model – Testing the covenant compliance calculations and headroom thereof, both
under the group’s forecasts and in severe downside scenarios – Confirming the existence and availability of financing facilities – Evaluating the appropriateness of management’s sensitivity analysis modelled under their most severe scenario, including an
evaluation of the mitigating actions available to management – Evaluating the disclosures on going concern
Key observations Based on our procedures, we determined management’s assumptions used in the going concern to be reasonable.
1. Our application of materiality 1. Materiality
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both
in planning the scope of our audit work and in evaluating the results of our
work.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality HK$59,600 (2022: HK$29,800) HK$3,104 (2022: HK$29,800)
Basis for determining materiality We have considered a number of metrics when determining group materiality, including Total assets; revenue; and total equity. Our selected materiality figure represents 1% of revenue. The basis for materiality is total assets. The materiality used is 5% of Net assets (2022: 1% of Revenue), and is capped at 50% of group materiality (2022: 100%).
Rationale for the benchmark applied We have determined that the critical benchmark for the Group was revenue because we consider this measure to be the primary focus of users of the financial statements. Due to the nature of the company as a parent entity holding company, we consider total assets to be the most appropriate basis for materiality.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the
probability that, in aggregate, uncorrected and undetected misstatements
exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality 70% (2022: 70%) of group materiality 70% (2022: 70%) of parent company materiality
Basis and rationale for determining performance materiality In determining performance materiality, we considered the following factors: 1. the nature, volume and size of misstatements (corrected and uncorrected) in the previous audit;
2. whether this was a first year audit or significant changes in the business might affect our ability to forecast misstatements;
3. high turnover of management or key accounting personnel;
4. prior period adjustments; or
5. prior period errors found in the current year.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all
audit differences in excess of HK$2,300 (2022: HK$1,490), as well as
differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the
financial statements.
1. An overview of the scope of our audit 1. Identification and scoping of
components
We performed a full scope audit on the Group. We designed our audit by
determining materiality and assessing the risks of material misstatement in
the financial statements. In particular, we looked at areas where the
Directors made subjective judgements, which involved making assumptions and
considering future events that are inherently uncertain, such as their going
concern assessment.
7.2. Our consideration of the control environment
Grand Vision Media Holding plc is reliant on the effectiveness controls to
ensure that financial transactions are processed and recorded completely and
accurately. Accordingly, we perform testing of internal controls over
financial reporting in all areas of the audit.
7.3. Our consideration of climate-related risks
Our risk assessment procedures in relation to the impact of climate-related
risks involved obtaining an understanding of management’s relevant processes
and controls. We further reviewed management’s paper assessing these risks.
We evaluated these risks to assess whether they were complete and consistent
with our understanding of the entity and our wider risk assessment procedures.
Our procedures to address our identified risks involved considering the impact
of the risks on the financial statements overall, including in the application
of individual accounting standards. Such considerations included the impact of
changes in regulation and reporting standards. We further reconciled the
disclosures made to underlying supporting evidence.
7.4. Working with another auditor
The group audit team exercises its oversight of component auditor using a
carefully designed programme, which considers a variety of factors including
the size and complexity of the entity. The group audit team directs,
supervises and evaluates the audit work performed by component audit team by:
– Speaking regularly with teams about the status of their work
– Reviewing reporting and underlying workpapers where determined to be
necessary
– Attending key meetings including close meetings
In order to drive consistency and comparability over the audit work performed
by our component auditor, the group engagement team directly leads the risk
assessment process in all areas of the audit. This process involves workshops
with our local audit team to enhance and confirm the group teams understanding
of local processes and risks. After consideration of how the nature and extent
of those operating unit level risks contribute to risk of material
misstatement at a group level the group engagement team, in consultation with
the local team, confirms the specific audit procedures that component auditors
are instructed to perform.
In years when we elect to not visit a component, either physically or
virtually, we:
– Include the component audit partner in our team planning meeting
– Discuss the results of the Group-led risk assessment
– Review the documentation of the findings from their work and discuss with
them as needed
These are designed so that the Senior Statutory Auditor or a senior member of
the group audit team can have oversight of the work of our component auditor
on a regular basis. In addition, we assess the competence of each of our
component auditor.
We also hold weekly meetings with management during our audit fieldwork at a
global level in order to update our understanding of the Group and its
environment on an ongoing basis.
1. Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor’s report thereon. The
directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
1. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group’s and the parent company’s ability to continue as a
going concern, disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend
to liquidate the group or the parent company or to cease operations, or have
no realistic alternative but to do so.
1. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
1. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1. Identifying and assessing
potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
we considered the following:
* the nature of the industry and sector, control environment and business
performance including the design of the group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels and performance targets;
* results of our enquiries of management, the directors and the audit
committee about their own identification and assessment of the risks of
irregularities, including those that are specific to the group’s sector;
* any matters we identified having obtained and reviewed the group’s
documentation of their policies and procedures relating to:
* identifying, evaluating and complying with laws and regulations and whether
they were aware of any instances of non-compliance;
* detecting and responding to the risks of fraud and whether they have
knowledge of any actual, suspected or alleged fraud;
* the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
* the matters discussed among the audit engagement team regarding how and
where fraud might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities and
incentives that may exist within the organisation for fraud and identified the
greatest potential for fraud. In common with all audits under ISAs (UK), we
are also required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory frameworks that
the group operates in, focusing on provisions of those laws and regulations
that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we
considered in this context included the Exchange Commission rules, the UK
Listing Rules, and tax legislation in the group’s various jurisdictions.
In addition, we considered provisions of other laws and regulations that do
not have a direct effect on the financial statements but compliance with which
may be fundamental to the group’s ability to operate or to avoid a material
penalty. These included the UK Bribery Act.
11.2. Audit response to risks
identified
As a result of performing the above, we did not identify any key audit matters
related to the potential risk of fraud or non-compliance with laws and
regulations.
Our procedures to respond to risks identified included the following:
– Reviewing the financial statement disclosures and testing to supporting
documentation to assess compliance with provisions of relevant laws and
regulations described as having a direct effect on the financial statements.
– Enquiring of management, the audit committee and external legal counsel
concerning actual and potential litigation and claims.
– Performing analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due to fraud.
– Reading minutes of meetings of those charged with governance, reviewing
internal audit reports and reviewing correspondence with relevant tax
authorities.
– In addressing the risk of fraud through management override of controls,
testing the appropriateness of journal entries and other adjustments,
including those made outside of local operational reporting; assessing whether
the judgements made in making accounting estimates are indicative of a
potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members including internal specialists and
significant component audit teams, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
1. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
* the information given in the strategic report and the directors’ report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
* the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified any material misstatements in the strategic report or the
directors’ report.
1. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements and our knowledge obtained during the
audit:
* the directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified [set out on page 38];
* the directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the period is appropriate
[set out on page 4];
* the directors' statement on fair, balanced and understandable [set out on
page 4 - 5];
* the board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks [set out on page 17]; and
* the section of the annual report that describes the review of effectiveness
of risk management and internal control systems [set out on page 17 - 18].
1. Matters on which we are required to report by exception 1.
Adequacy of explanations received
and accounting records
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
* we have not received all the information and explanations we require for our
audit; or
* adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
* the parent company financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion
certain disclosures of directors’ remuneration have not been made or the
part of the directors’ remuneration report to be audited is not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
1. Other matters which we are required to address 1.
Auditor tenure
Following the recommendation of the audit committee, we were appointed by the
company at the Annual General Meeting on 20 Jan 2024 to audit the financial
statements for the year ending 31 December 2023 and subsequent financial
periods. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 1 year.
15.2. Consistency of the audit
report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit
committee we are required to provide in accordance with ISAs (UK).
1. Use of our report
This report is made solely to the company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rule (DTR) 4.1.14R, these financial statements form part of the
European Single Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in accordance with the
ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report
provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS.
Signature
Mark Middleton
For and on behalf of LB Group Limited (Stratford)
Statutory Auditor
London, United Kingdom
29 April 2024
Statements of Comprehensive Income for the year ended 31 December 2023
Group Group Company Company
For the year For the year For the year For the year
ended ended ended ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Note HK$’000 HK$’000 HK$’000 HK$’000
Revenue 4 5,962 3,974 - -
Cost of sales (4,210) (3,261) - -
Gross profit 1,752 713 - -
Other income 4 6 261 - -
Other expenses (13) - - -
1,745 974 - -
Administrative expenses 6 (5,640) (6,683) (1,202) (1,432)
Impairment loss on the intercompany current account - - 757 420
Loss for the period from operations (3,895) (5,709) (445) (1,012)
Finance costs 5 (18) (7) - -
Loss for the period before tax (3,913) (5,716) (445) (1,012)
Income tax expense 7 - - - -
Loss for the period (3,913) (5,716) (445) (1,012)
Other comprehensive income (loss)/income
Exchange differences arising on translation of foreign operations (349) (2,135) - -
Total comprehensive loss for the period (4,262) (7,851) (445) (1,012)
Loss profit attributable to
Equity holders of parent company (3,793) (5,718) (445) (1,012)
Non-controlling interests (121) 2 - -
(3,913) (5,716) (445) (1,012)
Total comprehensive loss attributable to:
Equity holders of the parent company (4,141) (7,853) (445) (1,012)
Non-controlling interests (121) 2 - -
(4,262) (7,851) (445) (1,012)
Loss per shares - Basic and diluted HK$ 8 (0.06) (0.06) (0.01) (0.01)
Statements of financial position as at 31 December 2023
Group Group Company Company
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Notes HK$’000 HK$’000 HK$’000 HK$’000
Assets
Non-current assets
Property, plant and equipment 9 20 12 - -
Right of use assets (IFRS16) 10 527 1,103 - -
Investment in Subsidiaries 11 - - - -
Total non-current assets 547 1,115 - -
Current assets
Trade and other receivables 12 1,399 978 - -
Deposits and prepayments 12 234 216 57 60
Amount due from subsidiaries 13 - - - -
Cash and cash equivalents 14 291 258 5 5
Total current assets 1,925 1,452 62 65
Total assets 2,472 2,567 62 65
Equity and liabilities
Equity
Share capital 19 96,017 96,017 96,017 96,017
Share premium 44,106 44,106 44,106 44,106
Group Re-organization Reserve (100,031) (100,031) - -
Capital Contribution arising from Shareholder’s Loan 844 844 - -
Other Reserves 1,082 2,057 1,082 1,082
Exchange Reserves 3,687 4,838 745 1,964
Accumulated deficit (90,761) (87,943) (152,026) (151,581)
Equity attributable to owners of the parent (45,056) (40,112) (10,076) (8,412)
Non-controlling interests (593) (473) - -
Total equity (45,649) (40,585) (10,076) (8,412)
Liabilities
Non-current liabilities
Convertible Bonds 17 5,601 5,326 5,601 5,326
Shareholder loans 18 974 9,676 974 926
Total non-current liabilities 6,575 15,002 6,575 6,252
Current liabilities
Trade and other payables 15 14,699 12,717 3,563 2,225
Lease Liabilities 21 533 1,104 - -
Amount due to a director 4,926 3,513 - -
Deposits received 1 79 - -
Shareholder loan 21,387 10,737 - -
Total current liabilities 41,546 28,150 3,563 2,225
Total liabilities 48,121 43,152 10,138 8,477
Total equity and liabilities 2,472 2,567 62 65
Approved by the Board and authorised for issue on 29 April 2024
Jonathan Lo
Director
■ Company Registration No.
10028625
Statements of Changes in Equity (Company)
Share capital Share premium Other reserves Exchange reserves Retained earnings Total equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 1 January 2022 96,017 44,106 2,402 255 (151,889) (9,109)
Loss for the year - - - - (1,012) (1,012)
Other comprehensive income - - - 1,709 - 1,709
Share based payments - - - - - -
Lapse of the share option - - (1,320) - 1,320 -
Total comprehensive income - - (1,320) 1,709 308 697
Balance at 31 December 2022 96,017 44,106 1,082 1,964 (151,581) (8,412)
Change in equity for 2023
Loss for the year - - - - (445) (445)
Other comprehensive income - - - (1,219) - (1,219)
Share based payments - - - - - -
Lapse of the share option - - - - - -
Total comprehensive income
Balance at 31 December 2023 96,017 44,106 1,082 745 (152,026) (10,076)
Statements of Changes in Equity (Group)
Share capital Share premium Reverse Acquisition reserve Other reserve Exchange reserve Capital contribution reserves Retained earnings Total Non-controlling interests Total equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
GVMH PLC
Balance at 1 January 2022 96,017 44,106 (100,031) 3,377 2,191 844 (83,544) (37,040) (475) (37,515)
Exchange Reserve - - - - 2,647 - - 2,647 - 2,647
Lapse of the share option - - - (1,320) - - 1,320 - - -
Other reserve - - - - - - - - - -
Non-Controlling Interest - - - - - - - - 2 2
Loss for the period - - - - - - (5,719) (5,719) - (5,719)
Balance at 31 DECEMBER 2022 96,017 44,106 (100,031) 2,057 4,838 844 (87,943) (40,112) (473) (40,585)
Exchange Reserve - - - - (1,151) - - (1,151) - (1,151)
Lapse of the share option - - - (975) - - 975 - - 975
Other reserve - - - - - - - - - (975)
Non-Controlling Interest - - - -- - - - - (120) (593)
Loss for the period (3,793) (3,793) (3,793)
Balance at 31 DECEMBER 2023 96,017 44,106 (100,031) 1,082 3,687 844 (90,761) (45,056) (593) (45,649)
Share capital is the amount subscribed for shares at nominal value.
The share premium has arisen on the issue of shares at a premium to their
nominal value.
Share-based payments reserve relate to the charge for share-based payments in
accordance with IFRS 2.
Retained earnings represent the cumulative loss of the Group attributable to
equity shareholders.
The reverse acquisition reserve arose in June 2019 on the reverse acquisition
by GVC.
Statements of Cash flows for the year ended 31 December 2023
Group Group Company For the year Company For the year
For the year For the year
ended ended ended ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Operating activities
Loss before taxation (3,913) (5,716) (445) (1,012)
Adjustments for:
Depreciation 585 668 - -
Finance costs 17 8 - -
Reverse of overprovided interest - -
Operating loss before changes in working capital (3,311) (5,040) (445) (1,012)
Gain on disposal of subsidiary - - - -
Decrease/ (increase) in trade and other receivables (421) 345 0 (4)
Decrease/ (increase) in deposits and prepayments (18) (25) 3 -
(Decrease)/Increase in trade and other payables 1,982 415 (1,288) (2,486)
(Decrease)/Increase in deposit received (78) 68 - -
Cash generated used in operating activities (1,846) (4,237) (1,730) (3,502)
Investing activities
Payment for purchase of property, plant and equipment (17) - - -
Net cash outflow from investing activities (17) - - -
Financing activities
Increase in an amount due from director 1,413 (76) - -
Proceeds from shareholder loans 2,223 2,365 - -
Increase in loans due from subsidiaries - - (434) (591)
Increase in convertible loans
Principal portion of lease payment (589) (613)
Net cash generated from Financing activities 3,047 1,676 (434) (591)
Net (decrease)/increase in cash and cash equivalents 1,184 (2,561) (2,164) (4,093)
Cash and cash equivalents at 1 January 258 172 5 126
Effect of foreign exchange rate changes (1,151) 2,647 2,164 3,972
Cash and cash equivalents at 31 December 291 258 5 5
Represented by:
Bank balance and cash 291 258 5 5
Notes to the financial statements
1. Reporting entities
The Company is a UK incorporated entity with a registered number of 10028625.
GVMH's head office is in Honk Kong from where it is managed. These
consolidated financial statements comprise GVMH and its subsidiaries. GVMH and
its subsidiaries are primarily involved in social media marketing.
1. Accounting policies
2.1. Statement of compliance
The consolidated financial statements have been prepared in accordance with UK
adopted International Accounting Standards.
2.2. Basis of preparation of the financial statements
The consolidated financial statements consolidate those of the Company and its
subsidiaries (together the “Group” or “Grand Vision Media Holdings
Plc”). The consolidated financial statements of the Group and the individual
financial statements of the Company are prepared in accordance with applicable
UK law and UK adopted International Accounting Standards and as applied in
accordance with the provisions of the Companies Act 2006. The Directors
consider that the financial information presented in these Financial
Statements represents fairly the financial position, operations and cash flows
for the period, in conformity with IFRS. As a result of UK endorsement of
IFRS, there were no adjustments required.
Consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiaries and associated undertakings. All of the
subsidiaries have the same reporting date of 31 December.
Changes in accounting policies
The accounting policies adopted in the preparation of these consolidated
financial statements are consistent with those followed in the preparation of
the consolidated financial statements for the year ended 31 December 2023,
except for the adoption of the new standards and policies applicable for the
year ended 31 December 2023. The significant accounting policies adopted
during the year are set out below. They have been assessed as having minimal
or no financial impact.
2.3. New standards, interpretations and amendments effective in the current
financial year have not had a material impact on the consolidated Group
financial statements.
Standards issued by the IASB not effective for the current year and not early
adopted by the Group
Whilst the following standards and amendments are relevant to the Group, they
have been assessed as having minimal or no financial impact or additional
disclosure requirements at this time:
- Non-current Liabilities with Covenants (Amendments to
IAS 1) (applicable for annual periods beginning on or after 1 January 2024).
- Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments: Disclosures - Supplier Finance Arrangements, require
additional disclosure of information about Group supplier finance
arrangements. The disclosure requirements will apply for annual reporting
periods beginning on or after 1 January 2024, but not for any interim periods
ending on or before 31 December 2024;
- Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28
(applicable for annual periods beginning on or after 1 January 2024);
- IFRS 16 amendments ‘Lease liability in a sale and
leaseback’, which will become effective in the consolidated Group financial
statements for the financial year ending 31 December 2024, subject to UK
endorsement; and
- IFRS 17 ‘Insurance contracts’ will become
effective in the consolidated Group financial statements for the financial
year ending 31 December 2024
The Directors do not expect that the adoption of the standards listed above
will have a material impact on the financial statements of the Company in
future periods.
Going concern
The Group meets its day to day working capital requirement through use of cash
reserves and existing shareholder loans. The Directors have considered whether
the going concern basis is applicable in the preparation of the financial
statements. This included the review of internal budgets, forecasts and
financial results which show that there is a reasonable expectation that the
Group should be able to operate within the level of its current funding
arrangement. The Directors have reasonable expectation that the Group has
adequate resources to continue operation for the foreseeable future for the
reason they have adopted to going concern basis in the preparation of
financial statement.
The Group incurred a loss of HKD 4,262,000 for the year ended 31 December
2023. This condition indicates the existence of a material uncertainty which
may cast significant doubt on the Company's ability to continue as a going
concern. Therefore, the Company may be unable to realise its assets. The
financial statements do not include any adjustments that would result if the
Group was unable to continue as a going concern.
After careful consideration of the matters set out above, the Directors are of
the opinion that the group will be able to undertake its planned activities
for the period to 30 June 2025 from reserves and ordinary funding and have
prepared the consolidated financial statement on a going concern basis.
Nevertheless, due to the uncertainties inherent in meeting its revenue
predictions and obtaining obstacle funding these can be no certainty in these
respects. The financial statements do not include any adjustments that would
result if the group was unable to continue as a going concern.
2.4. Subsidiaries and non-controlling interests and GVMH PLC and its
subsidiaries reorganisation accounting
Subsidiaries are all entities over which Grand Vision Media Holdings Plc has
the power to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting rights. The
existence and effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether the Group controls
another entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Company. They are de-consolidated from the date
that control ceases.
In June 2018, Grand Vision Media Holdings Plc (“Company”) acquired the
entire issued share capital of GVC Holdings Limited (“legal subsidiary”)
in exchange of issuance of shares to GVC Holdings Limited. As the legal
subsidiary is reversed into the Company (the legal parent), which originally
was a publicly listed cash shell company, this transaction cannot be
considered a business combination, as the Company, the accounting acquiree
does not meet the definition of a business, under IFRS 3 ‘Business
Combinations’. However, the accounting for such capital transaction should
be treated as a share- based payment transaction and therefore accounted for
under IFRS 2 ‘Share-based payment’. Any difference in the fair value of
the shares deemed to have been issued by the GVC Holdings Limited (accounting
acquirer) and the fair value of Grand Vision Media Holdings PLC’s (the
accounting acquiree) identifiable net assets represents a service received by
the accounting acquirer.
Although the consolidated financial information has been issued in the name of
Grand Vision Media Holdings PLC, the legal parent, it represents in substance
continuation of the financial information of the legal subsidiary.
The assets and liabilities of the legal subsidiary are recognized and measured
in the Group financial statements at the pre-combination carrying amounts and
not re-stated at fair value.
The retained earnings and other reserves balances recognized in the Group
financial statements reflect the retained earnings and other reserves balances
of the legal subsidiary immediately before the business combination and the
results of the period from June 2019 to the date of the business combination
are those of the legal subsidiary only.
The equity structure (share capital and share premium) appearing in the Group
financial statements reflects the equity structure of Grand Vision Media
Holdings PLC the legal parent. This includes the shares issued in order to
affect the business combination.
2.5. Available-for-sale investments
Available-for-sale investments represent an investment in the securities. At
the end of each reporting period the fair value is remeasured, with any
resultant gain or loss being recognised in other comprehensive income and
accumulated separately in equity in the fair value reserve. As an exception to
this, investments in equity securities that do not have a quoted price in an
active market for an identical instrument and whose fair value cannot
otherwise be reliably measured are recognised in the statement of financial
position at cost less impairment losses. Dividend income from equity
securities and interest income from debt securities calculated using the
effective interest method are recognised in profit or loss in accordance with
the policies. Foreign exchange gains and losses resulting from changes in the
amortised cost of debt securities are also recognised in profit or loss.
When the investments are derecognised or impaired, the cumulative gain or loss
recognised in equity is reclassified to profit or loss. Investments are
recognised/derecognised on the date GVMH PLC and its subsidiaries commits to
purchase/sell the investments or they expire.
2.6. Property, plant and equipment
The property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses. Gains or losses arising from the
retirement or disposal of an item of property, plant and equipment are
determined as the difference between the net disposal proceeds and the
carrying amount of the item and are recognised in profit or loss on the date
of retirement or disposal.
Depreciation is calculated to write off the cost of items of property, plant
and equipment, less their estimated residual value, if any, using the
straight-line method over their estimated useful lives as follows:
Display panels and CMS 30% - 33.33%
Computer equipment 30% - 33.33%
Furniture’s and fixtures 30% - 33.33%
Leasehold improvements 30% - 50%
Both the useful life of an asset and its residual value, if any, are
reviewed annually.
The carrying value of the property, plant and equipment is compared to the
higher of value in use and the fair value less costs to sell. If the carrying
value exceeds the higher of the value in use and fair value less the costs to
sell the asset, then the asset is impaired and its value reduced by
recognising an impairment provision.
2.7. Impairment of non-financial assets, other than inventories
At the end of each reporting period, property, plant and equipment and
investments in a subsidiary are reviewed to determine whether there is any
indication that those assets have suffered an impairment loss. If there is an
indication of possible impairment, the recoverable amount of any affected
asset (or GVC Holdings Ltd and its subsidiaries of related assets) is
estimated and compared with its carrying amount. If an estimated recoverable
amount is lower, the carrying amount is reduced to its estimated recoverable
amount, and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset
(or GVC Holdings Ltd and its subsidiaries of related assets) is increased to
the revised estimate of its recoverable amount, but not in excess of the
amount that would have been determined had no impairment loss been recognised
for the asset (GVC Holdings Ltd and its subsidiaries of related assets) in
prior years. A reversal of an impairment loss is recognised immediately in
profit or loss.
2.8. Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is
calculated using the weighted average cost formula and comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. Net realisable value is
the estimated selling price in the ordinary course of business less the
estimated costs to completion and the estimated costs necessary to make the
sale.
When inventories are sold, the carrying amount of those inventories is
recognised as an expense in the period in which the related revenue is
recognised. The amount of any write-down of inventories to net realisable
value and all losses of inventories are recognised as an expense in the period
the write down or loss occurs. The amount of any reversal of any write-down of
inventories is recognised as a reduction in the amount of inventories
recognised as an expense in the period in which the reversal occurs.
2.9. Trade and other receivables
The Group classifies all its financial assets as trade and other receivables.
The classification depends on the purpose for which the
financial assets were acquired.
Trade receivables and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables financial assets. Loans and receivables financial assets are
measured at amortised cost using the effective interest method, less any
impairment loss.
The Group’s loans and receivables financial assets comprise other
receivables (excluding prepayments) and cash and cash equivalents included in
the Statement of Financial Position.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balance. Bank overdrafts that
are repayable on demand and form an integral part of GVMH PLC’s cash
management are also included as a component of cash and cash equivalents for
the purpose of the consolidated cash flow statement.
2.11. Trade and other payables
Trade and other payables are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method
unless the effect of discounting would be immaterial, in which case they are
stated at cost.
2.12. Shareholders loan
Shareholders loans are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method.
The difference between the fair value and the carrying amortised cost (i.e.
the effective interest portion) is first recognized in equity as capital
contribution reserve.
2.13. Employee benefits
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary
benefits are accrued in the period in which the associated services are
rendered by employees of the Group.
2.14. Taxation
(i) Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from ‘profit before tax’ as reported in the statement of
profit or loss because of items of income or expense that are taxable or
deductible in other periods and items that are never taxable or deductible.
Grand Vision Media Holding Plc’s current tax is calculated using rates that
have been enacted during the reporting period
(ii) Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or
liability in a transaction which is not a business combination and at the time
of the transaction affects neither accounting or taxable profit; and
• investments in subsidiaries where the Group
is able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities.
The Group is entitled to a tax deduction on the exercise of certain employee
share options. A share-based payment expense is recorded in the income
statement over the period from the grant date to the vesting date of the
relevant options. As there is a temporary difference between the accounting
and tax bases, a deferred tax asset may be recorded. The deferred tax asset
arising on share option awards is calculated as the estimated amount of tax
deduction to be obtained in the future (based on the Group’s share price at
the balance sheet date) pro-rated to the extent that the services of the
employee have been rendered over the vesting period. If this amount exceeds
the cumulative amount of the remuneration expense at the statutory rate, the
excess is recorded directly in equity, against retained earnings. Similarly,
current tax relief in excess of the cumulative amount of the Share-based
payments expense at the statutory rate is also recorded in retained earnings.
2.15. Provision and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount
when GVMH PLC and its subsidiaries or GVMH PLC has a legal or constructive
obligation arising as a result of a past event, it is probable that an outflow
of economic benefits will be required to settle the obligation and a reliable
estimate can be made. Where the time value of money is material, provisions
are stated at the present value of the expenditure expected to settle the
obligation.
Where it is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow of
economic benefits is remote. Possible obligations, whose existence will only
be confirmed by the occurrence or non-occurrence of one or more future events
are also disclosed as contingent liabilities unless the probability of outflow
of economic benefits is remote.
2.16. Revenue recognition
After the adoption of IFRS 15, the company recognise revenue from contracts
with customers when (or as) the company satisfies a performance obligation by
transferring a promised good or service (i.e., an asset) to a customer. An
asset is transferred When (or as) the customer obtains control of that asset.
When (or as) a performance obligation is satisfied, the company recognises as
revenue the amount of the transaction price (which includes estimates of
variable consideration that are constrained in accordance with IFRS 15) that
is allocated to that performance obligation. Further details of the
company’s revenue and other income recognition policies are as follows:
(i) Service income is recognised as income on a
straight-line based over the term, unless another systematic basis is more
representative of the time pattern of the user’s benefit.
(ii) Barter revenueis recognised only when the goods or
services being exchanged are of a dissimilar nature. Barter revenue is
measured at the fair value of goods or services rendered, adjusted by the
amount of cash or cash equivalents received or paid. If the fair value of the
goods or services rendered cannot be relaibly measured, the revenue is
measured at the fair value of the goods or services received, again adjusted
by the amount of cash or cash equivalents received
(iii) Interest income is recognised on a time-proportion
basis using the effective interest method. When a loan and receivable is
impaired, the group reduces the carrying amount to its recoverable amount,
being the estimated future cash flow discounted at the original effective
interest rate of the instrument, and continues unwinding the discount as
interest income. Interest income on impaired loan and receivables is
recognised using the original effective interest rate.
2.17. Translation of foreign currencies
Foreign currency transactions during the year are translated at the foreign
exchange rates ruling at the transaction dates. Monetary assets and
liabilities denominated in foreign currencies are translated at the foreign
exchange rates ruling at the end of the reporting period. Exchange gains and
losses are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the foreign exchange rates
ruling at the transaction dates.
Non-monetary assets and liabilities denominated in foreign currencies that are
stated at fair value are translated using the foreign exchange rates ruling at
the dates the fair value was measured.
The results of foreign operations are translated into Hong Kong dollars at the
exchange rates approximating the foreign exchange rates ruling at the dates of
the transactions. Statement of financial position items, including goodwill
arising on consolidation of foreign operations, are translated into Hong Kong
dollars at the closing foreign exchange rates at the end of the reporting
period. The resulting exchange differences are recognised in other
comprehensive income and accumulated separately in equity in the exchange
reserve.
On disposal of a foreign operation, the cumulative amount of the exchange
differences relating to that foreign operation is reclassified from equity to
profit or loss when the profit or loss on disposal is recognised.
Exchange rates used in these accounts :
GBP/HKD : 9.94
USD/HKD : 7.75
RMB/HKD : 1.10
SGD/HKD : 5.67
The functional currency of the Group is Hong Kong Dollars (HKD), its
subsidiaries are also in HKD. The presentational currency of the Group is HKD
because a significant amount of its transactions is in HKD. The functional
currency of the Company is British Pound (GBP).
Transactions entered by the Group’s entities in a currency other than the
functional currency are recorded at the rates ruling when the transaction
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the statement of financial position date. Exchange differences
arising on the re-translation of outstanding monetary assets and liabilities
are also recognised in the income statement.
The functional currency of the Company is British Pound (GBP)
2.18. Borrowing costs
Borrowing costs represented a notional interest on shareholders’ loan, which
is accrued on time proportion basis taking into account of the shareholder
loan outstanding and the interest applicable.
2.19. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value (either through OCI or
through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
The Group classifies financial assets as at amortised costs only if both of
the following criteria are met:
• the asset is held within a business model whose objective is to collect
contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payment of
principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are de-recognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
2.20. Segmental analysis
In the opinion of the directors, the group has one class of business being
social media advertising. The groups primary reporting format is determined by
geographical segment. There is currently only one geographical reporting
segment which is People’s Republic of China.
2.21. Leases
Definition of a lease
A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for
consideration.
For contracts entered into or modified or arising from business combinations
on or after the date of initial application, the Group assesses whether a
contract is or contains a lease based on the definition under IFRS 16 at
inception, modification date or acquisition date, as appropriate. Such
contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract.
For a contract that contains a lease component and one or more additional
lease or non-lease components, the Group allocates the consideration in the
contract to each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone price of the
non-lease components and the aggregate stand-alone price of non-lease
components.
Non-lease components are separated from lease component on the basis of their
relative stand-alone prices.
As a practical expedient, leases with similar characteristics are accounted on
a portfolio basis when the Group reasonably expects that the effects on the
consolidated financial statements would not differ materially from individual
leases within the portfolio.
Short-term leases
The Group applies the short-term lease recognition exemption to leases that
have a lease term of 12 months or less from the commencement date and do not
contain a purchase option. Lease payments on short-term leases are recognised
as expense on a straight-line basis or another systematic basis over the lease
term.
Right-of-use assets
The cost of right-of-use asset includes:
the amount of the initial measurement of the lease
liability;
any lease payments made at or before the commencement
date, less any lease incentives received;
any initial direct costs incurred by the Group; and
an estimate of costs to be incurred by the Group in
dismantling and removing the underlying assets, restoring the site on which it
is located or restoring the underlying asset to the condition required by the
terms and conditions of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any remeasurement of lease
liabilities.
Right-of-use assets in which the Group is reasonably certain to obtain
ownership of the underlying leased assets at the end of the lease term are
depreciated from commencement date to the end of the useful life. Otherwise,
right-of-use assets are depreciated on a straight-line basis over the shorter
of its estimated useful life and the lease term.
The Group presents right-of-use assets as a separate line item on the
consolidated statement of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially
measured at fair value. Adjustments to fair value at initial recognition are
considered as additional lease payments and included in the cost of
right-of-use assets.
Lease liabilities
When recognising the lease liabilities for leases previously classified as
operating leases, the Group has applied incremental borrowing rates of the
relevant group entities at the date of initial application. The incremental
borrowing rates applied by the relevant group entities.
The lease payments include:
fixed payments (including in-substance fixed payments)
less any lease incentives receivable;
variable lease payments that depend on an index or a
rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable by the Group under
residual value guarantees; • the exercise price of a purchase option if the
Group is reasonably certain to exercise the option; and
payments of penalties for terminating a lease, if the
lease term reflects the Group exercising an option to terminate the lease.
The Group presents lease liabilities as a separate line item on the
consolidated statement of financial position.
The Group as a lessor
Classification and measurement of leases
Leases for which the Group is a lessor are classified as finance or operating
leases. Whenever the terms of the lease transfer substantially all the risk
and rewards incidental to ownership of an underlying asset to the lessee, the
contract is classified as a finance lease. All other leases are classified as
operating lease.
Amounts due from lessees under finance leases are recognised as receivables at
commencement date at amounts equal to net investments in the leases, measured
using the interest rate implicit in the respective lease. Initial direct costs
(other than those incurred by manufacturer or dealer lessors) are included in
the initial measurement of the net investments in the leases. Interest income
is allocated to accounting periods so as to reflect a constant periodic rate
of return on the Group’s net investment outstanding in respect of the
leases.
Sublease
When the Group is an intermediate lessor, it accounts for the head lease and
the sublease as two separate contracts. The sublease is classified as a
finance or operating lease by reference to the right-of-use asset arising from
the head lease, not with reference to the underlying asset.
2.22. Government grants
Government grants are not recognised until there is reasonable assurance that
the Group will comply with the conditions attaching to them and that the
grants will be received.
Government grants are recognised in profit or loss on a systematic basis over
the periods in which the Group recognises as expenses the related costs for
which the grants are intended to compensate. Specifically, government grants
whose primary condition is that the Group should purchase, construct or
otherwise acquire non-current assets are recognised as deferred income in the
consolidated statement of financial position and transferred to profit or loss
on a systematic and rational basis over the useful lives of the related
assets.
Government grants that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to
the Group with no future related costs are recognised in profit or loss in the
period in which they become receivable.
2.23. Share based payment
The fair value of share-based payments recognised in the income statement is
measured by use of the Black Scholes model, which takes into account
conditions attached to the vesting and exercise of the equity instruments. The
expected life used in the model is adjusted based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used
in the calculation is based on management’s best estimate of future share
price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.
1. Summary of Critical Accounting Estimates and judgements
The preparation of financial information in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors
to exercise their judgement in the process of applying the accounting policies
which are detailed above. These judgements are continually evaluated by the
Directors and management and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other
key sources of estimation uncertainty at the statement of financial position
date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period
are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
The estimates and judgements which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities, as well
as the recognition of revenue, within the next financial year are discussed
below:
• Recognising appropriate revenue in line with performance obligations
Management identifies the performance obligations associated with each
contract and then exercises judgement to establish an appropriate percentage
of the total transaction price to recognise once each identified performance
obligation is successfully completed.
• Useful lives of depreciable assets
Management reviews the useful lives and residual value of depreciable assets
at each reporting date to ensure that the useful lives represent a reasonable
estimate of likely period of benefit to the Group. Tangible fixed assets are
depreciated over their useful lives taking into account of residual values,
where appropriate. The actual lives of the assets and residual values are
assessed annually and may vary depending on a number of factors. In
re-assessing asset lives, factors such as technological innovation, product
life cycles and maintenance programmes are taken into account. Residual value
assessments consider issues such as future market conditions, the remaining
life of the asset and projected disposal values.
1. Revenue and other income
Analysis of GVMH PLC and its subsidiaries’ revenue and other income is as
follows:
Year ended Year ended Year ended Year ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
Advertising fee income 1,163 - - -
Digital marketing income 4,766 3,959 - -
Other 32 15 - -
5,961 3,974 - -
Other income
Sundry income 6 261 - -
6 261 - -
Sundry Income represents a reversal of accrued expenses in prior years.
1. Finance costs
Year ended Year ended Year ended Year ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest expense on lease liabilities 17 7 - -
17 7 - -
1. Administrative expenses
Year ended Year ended Year ended Year ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Audit fees 322 545 198 416
Business development and marketing 11 7 - -
Depreciation 585 668 - -
RTO, Legal and professional fee 427 212 420 211
Office rental 39 30 - -
Overseas travelling 17 11 - -
Other 801 1,557 1 220
Administrative expenses 2,202 3,030 619 847
Director’s fees and emoluments 1,202 1,203 583 585
Wages and Salaries 2,236 2,450 - -
5,640 6,683 1,202 1,432
Employee numbers No. No. No. No.
Management 3 3 2 2
Operations 12 13 - -
15 16 2 2
1. Income tax expense
No Hong Kong profits tax provision made in the accounts as GVMH PLC and its
subsidiaries’ do not have any assessable profits for the period.
Reconciliation between tax expenses and accounting profit at applicable tax
rates of 16.5%:
Year ended Year ended Year ended Year ended
31 December 2023 31 December 2022 31 December 2022 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Loss before tax (3,913) (5,716) (445) (1,012)
Notional tax on loss before taxation, calculated at the rates applicable to loss in the countries concerned (645) (943) (73) (167)
Tax effect of non-taxable income - - - -
Tax effect of not recognised tax loss 645 943 73 167
Actual tax expenses - - - -
GVMH PLC and its subsidiaries has not recognised deferred tax assets of
HK$3,610,224 (2022: HK$3,610,224) in respect of accelerated depreciation over
capital allowances. No deferred tax asset has been recognised on the
accumulated tax losses of HK$21,880,145 (2022:HK$21,880,145) as the
availability of future taxable profits against which the assets can be
utilised is uncertain at 31 December 2023.
The tax losses can be carried forward to offset against the taxable profits of
subsequent years for up to five years from the year in which they were
incurred or there is no restriction on their expiry, depending on the tax
jurisdiction concerned.
1. Loss per share
The calculation of basic earnings per share is based on GVMH PLC and its
subsidiaries’ loss attributable to shareholders of GVMH PLC and weighted
average number of shares in issue during the year, details are as follows:
Year ended Year ended Year ended Year ended
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Loss attributable to GVMH PLC (3,913) (5,716) (445) (1,012)
Weighted average number of shares 96,287,079 96,287,079 96,287,079 96,287,079
Basic and diluted loss per share HK$ (0.04) (0.06) (0.005) (0.01)
There were no potential dilutive ordinary shares in existence during the
period ended 31 December 2023 or the years ended 31 December 2022, and hence
diluted earnings per share is the same as the basic earnings per share.
1. Property, plant and equipment
Displays panels and CMS Computer equipment Furniture, fixtures & equipment Leasehold improvement Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Cost
At 31 December 2021 16,467 313 343 252 17,375
Additions during the year 2022 - - - - -
Write-off - - - - -
Exchange realignment - - - - -
At 31 December 2022 16,467 313 343 252 17,375
Additions during the year 2023 - 17 - - 17
Write-off - - - - -
Exchange realignment - - - - -
At 31 December 2023 16,467 331 343 252 17,392
Accumulated depreciation
At 31 December 2021 16,467 293 328 184 17,272
Charge for the year 2022 - 8 15 68 91
Write-off - - - - -
Exchange realignment - - - - -
At 31 December 2022 16,467 301 343 252 17,363
Charge for the year 2023 - 9 - - -
Write-off - - - - -
Exchange realignment - - - - -
At 31 December 2023 16,467 311 343 252 17.373
Net carrying amount
At 31 December 2023 - 20 - - 20
At 31 December 2022 - 12 - - 12
1. Right of use assets
Set out below are the carrying amounts of right-of-use assets recognised and
the movements during the year:
Right of use assets Leasehold improvement
HK$’000
At 01/01/2022 529
Additions during the year 2022 1,151
Depreciation (577)
At 31/12/2022 1,103 529
Additions during the year 2023 -
Depreciation (576)
At 31/12/2023 527
1. Investments in Subsidiaries
Company 2023 2022
HK$’000 HK$’000
Cost
At 31 December 114,572 114,572
─────── ───────
Impairment
At 1 January (114,572) (114,572)
─────── ───────
At 31 December (114,572) (114,572)
─────── ───────
Net Carrying Amount - -
1. Trade and other receivables
Receivables that was not impaired was as follows:
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Prepayments 234 216 57 60
Trade receivables 1,399 978 - -
1,633 1,194 57 60
Note: Trade receivables are stated after provisions for impairment of
HK$1,399k (2022: HK$978k). The directors consider that the carrying amount of
receivables is not materially different to their fair value.
1. Amount due from subsidiaries
Company 2023 2022
HK$’000 HK$’000
At 31 December 15,677 15,627
─────── ───────
Impairment
At 1 January (15,627) (18,301)
Loans recovery from subsidiaries 757 420
Exchange Rate Difference (807) 2,254
─────── ───────
At 31 December (15,677) (15,627)
─────── ───────
Net Carrying Amount - -
1. Cash and cash equivalents
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 202
Cash and cash equivalents HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank and in hand 291 258 5 5
291 258 5 5
1. Trade and other payables
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Trade and other payables HK$’000 HK$’000 HK$’000 HK$’000
Trade payables 5,029 5,179 - -
Accruals 3,929 3,292 586 297
Other payables 5,741 4,246 2,977 1,928
Total trade and other payables 14,699 12,717 3,563 2,225
1. Share based payments
The Group has a share ownership compensation scheme for Directors and Senior
employees of the Group. In accordance with the provisions of the
plan, Directors and Senior employees may be granted options to purchase
ordinary shares in the Company.
The company issued options over 12,000,000 ordinary shares on 19 June 2018.
The options vest annually over a 3 year period to 31 December 2020. All of
these have vested to date. Options for 4,000,000 ordinary shares were lapsed
in 2021, 2022 and 2023 respectively.
The fair value of equity-based share options granted is estimated at the date
of grant using the Black-Scholes pricing model, taking into account the terms
and conditions upon which the options have been granted.
The following are the inputs to the model for the options granted during the
prior year:
Share Options 2020 Share Options 2019 Share Options 2018
Exercise price 22.5p 22.5p 22.5p
Share price at date of grant 0.15p 0.15p 0.15p
Risk free rate 1.04% 1.04% 1.04%
Volatility 50% 50% 50%
Expected Life 3 Years 3 years 3 Years
Fair Value 0.0229999 0.03626798 0.03626798
No. of Options WAEP
As at 31 December 2021 8,000,000 0.1817
Vested during the year - -
Forfeited/cancelled during the year 2022 4,000,000 -
Exchanged for shares - -
As at 31 December 2022 4,000,000 0.1817
Vested during the year - -
Forfeited/cancelled during the year 2023 4,000,000 -
Exchanged for shares - -
As at 31 December 2023 - 0.1817
1. Convertible loan
On 19 July 2019 , the company issues £670k of convertible loan notes, which
are redeemable on 1 July 2021 or convertible into shares at 15p per share at
any time before this date.
The holders of the loan notes have agreed to defer repayment of the loan until
the Group has the funds available for repayment, and renegotiate the repayment
date.
Subsequent measurement at
2023 2022 2021
Term of loan in years 15 15 15
Annual interest rate for equivalent non-convertible 12% 12% 12%
Principal £670,000 £670,000 £670,000
Present value of principal at HKD HKD5,601,262 HKD5,326,062 HKD5,945,954
1. Shareholder loans
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Shareholders' loan HK$’000 HK$’000 HK$’000 HK$’000
Shareholders' loan at fair value 974 9,676 974 926
Capital contribution reserve arising from effective interest portion - - - -
Accrued effective interest paid to shareholders - - - -
Shareholder's loan at amortised cost 974 9,676 974 926
The shareholders' loan is unsecured, interest-free and repayable on demand.
These loans will not be repaid until after 31 December 2023, and when funds
permit.
As the shareholders' loan is unsecured, interest-free and repayable on demand,
the directors assumes that the shareholder's loan is expected to repay in year
2024 and when the Group has sufficient funds. and the available market
interest rate for shareholder's loan of the same kind is at the best landing
rate in Hong Kong plus 1% per annum which is also used to calculate the
effective interest portion of such.
1. Share Capital
(a) Issued share capital
Allotted, called up and fully paid ordinary shares of 10p each Number of shares Share Capital Share Capital Share Premium Share Premium
£ HK$ £ HK$
Balance at 31 December 2022 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
New Share issue - - - - -
Balance at 31 December 2023 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
(b) Capital management
GVMH PLC and its subsidiaries’ objective when managing capital are to
safeguard GVMH PLC and its subsidiaries’ ability to continue as a going
concern, so that it can continue to provide returns for shareholders and
benefit for other stakeholders, and to provide an adequate return to
shareholders.
GVMH PLC and its subsidiaries manages the capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the
capital structure, GVMH PLC and its subsidiaries’ may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new
shares, or sell assets to reduce debt. No changes were made in the objectives,
policies and processes during the year of 2023 and 2022.
GVMH PLC and its subsidiaries’ monitors’ capital using a gearing ratio,
which are calculated by dividing consolidated debts by consolidated total
shareholder's equity. The Group’s policy is to keep the gearing ratio at a
reasonable level. The Group’s gearing ratio was 14% and 37% as at 31
December 2023 and 2022 respectively.
1. Financial instruments
GVMH PLC and its subsidiaries has classified its financial assets in the
following categories:
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Loans and receivables HK$’000 HK$’000 HK$’000 HK$’000
Accounts and other receivables 1,399 978 - -
Amounts due from subsidiaries - - - -
Deposits and prepayments 234 216 57 60
Cash and cash equivalents 291 256 5 5
Loans and receivables 1,925 1,452 62 65
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Financial liabilities at amortised cost HK$’000 HK$’000 HK$’000 HK$’000
Trade and other payables 14,699 12,717 3,563 2,225
Deposits received 1 79 - -
Shareholders' loan 22,361 20,413 974 926
Lease liability (IFRS16) 533 1,104 - -
Amount due to a director 4,926 3,513 - -
Financial liabilities at amortised cost 42,520 37,826 4,537 3,151
GVMH PLC and its subsidiaries are exposed to credit risk, liquidity risk and
market risk arising in the normal course of its business and financial
instruments. GVMH PLC and its subsidiaries’ and GVMH PLC’s risk management
objectives, policies and processes mainly focus on minimising the potential
adverse effects of these risks on its financial performance and position by
closely monitoring the individual exposure.
(a) Credit risk
GVMH PLC and its subsidiaries are exposed to credit risk on financial assets,
mainly attributable to trade and other receivables. It sets credit limits on
each individual customer and prior approval is required for any transaction
exceeding that limit. The customer with sound payment history would accumulate
a higher credit limit. In addition, the overseas customers would normally be
required to transact with GVMH PLC and its subsidiaries’ and GVMH PLC by
letter of credit in order to minimise GVMH PLC and its subsidiaries’ credit
risk exposure.
At 31 December 2023, GVMH PLC and its subsidiaries has no concentration of
risk and the maximum exposure to credit risk is represented by the carrying
amount of each financial asset.
(b) Liquidity risk
GVMH PLC and its subsidiaries is exposed to liquidity risk on financial
liabilities. It manages its funds conservatively by maintaining a comfortable
level of cash and cash equivalents in order to meet continuous operational
need. Various banking facilities and credit lines have also been arranged with
different banks in order to fund any emergency liquidity requirements.
Liquidity risk Not later than one month Later than one month and not later than 5 years Carrying amount
As at 31 December 2023
Trade and other payables 14,699 14,699
Deposits received 1 - 1
Shareholders' loan – current - 21,387 21,387
Convertible bonds - 5,601 5,601
Shareholders’ loan – non-current - 974 974
Amount due to Director - 4,926 4,926
1 47,587 47,588
As at 31 December 2022
Trade and other payables 804 11,913 12,717
Deposits received 79 - 79
Shareholders' loan – current - 10,737 10,737
Convertible bonds - 5,326 5,326
Shareholders’ loan – non-current - 9,676 9,676
Amount due to Director - 3,513 3,513
883 41,165 42,048
GVMH PLC
As at 31 December 2023
Trade and other payables 3,563 3,563
Convertible bonds - 5,601 5,601
Shareholders' loan – non current - 974 974
- 10,138 10,138
As at 31 December 2022
Trade and other payables 331 1,894 2,225
Convertible bonds - 5,326 5,326
Shareholders' loan – non current - 926 926
331 8,146 8,477
(c) Interest rate risk
The Group has no exposure on fair value interest rate risk. It also has
exposure on cash flow interest rate risk which is mainly arising from its
deposits with banks.
GVMH PLC and its subsidiaries mainly holds fixed deposits with banks with
maturity within 3 months and the exposure is considered not significant. In
consequence, no material exposure on fair value interest rate risk is
expected. Even that, GVMH PLC closely monitors the fair value fluctuation of
the investments and disposes of them in case of significant increase in
interest rate is foreseen.
Sensitivity analysis
At 31 December 2023, if interest rates as that date had been 100 basis points
lower/higher with all other variables held constant, GVMH PLC loss for the
year would have been HK$87,500 (2022: HK$150,023) higher/lower.
(d) Currency risk
GVMH PLC and its subsidiaries purchases and sells in various foreign
currencies, mainly US dollars and RMB that expose it to currency risk arising
from such purchases and sales and the resulting receivables and the payables.
GVMH PLC and its subsidiaries closely and continuously monitors the exposure
on currency risk. Since HK dollars are pegged to US dollars, there is no
significant exposure expected on US dollars transactions and balances.
In respect of purchases and payables, GVMH PLC and its subsidiaries controls
its volume of purchase orders to a tolerable level and avoids concentrating
the purchases in a single foreign currency by diversifying such foreign
currency risk exposure.
In respect of sales and receivables, GVMH PLC and its subsidiaries sets a
prudent credit limit to individual customers who transact with it in other
foreign currencies. The directors’ approval is required on the exposure to
an individual customer or transaction that exceeds the limit.
1. Leases liabilities
The Group has lease contracts for leasehold land and building used in its
operations. Lease of leasehold land and building generally have lease terms
between 2 to 3 years. The Group's obligations under its leases are secured by
the lessor's title to the lease asset. Generally, the Group is restricted from
assigning and subleasing the leased assets and some contracts require the
Group to maintain certain financial ratios. There are several lease contracts
that include extension and termination options and variable lease payments,
which are further discussed below.
The Group also has certain leases of leasehold land and building with lease
terms of 12 months or less. The Company applies the ‘short-term lease’
recognition exemptions for these leases.
Set out below are the carrying amounts of lease liabilities and the movements during the year:
Lease liabilities HK$’000
At 31 December 2021 558
New leases 1,151
Accretion of interest recognised during the year 8
Payments (613)
At 31 December 2022 1,104
New leases -
Accretion of interest recognised during the year 17
Payments (588)
At 31 December 2023 533
The following are the amounts recognised in profit or loss:
2023 2022
HK$’000 HK$’000
Interest on lease liabilities 17 8
Depreciation of right-of-use assets 575 1,103
Expenses relating to short-term leases 39 30
Total amount recognised in profit or loss 631 1,141
The Group had total cash outflows for leases of HK$588K and has non-cash
additions to right-of-use assets and lease liabilities of HK$533k for the year
(2022: HK$1,103k).
At the commencement date of the lease, the Company recognises lease
liabilities measured at the present value of lease payments to be made over
the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be
paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the
Company and payments of penalties for terminating a lease, if the lease term
reflects the Company exercising the option to terminate. The variable lease
payments that do not depend on an index or a rate are recognised as expense in
the period on which the event or condition that triggers the payment occurs.
Between 1 Year Between 2 to 5 Year Over 5 years
HK$’000 HK$’000 HK $’000
At 31 December 2023
Lease Liabilities 533 -
At 31 December 2022
Lease Liabilities 571 533 -
1. Contingent liabilities
At 31 December 2023, GVMH PLC and its subsidiaries did not have any contingent
liabilities.
1. Material related party transactions
Key management personnel compensation
Key management are considered to be the directors of the Company. Details of
their remuneration and equity holdings are disclosed in the Directors Report.
Transactions with subsidiaries
Transactions between the Group and its subsidiaries, which are related
parties, have been eliminated on consolidation. The balance due from
subsidiaries at the year end was nil due to fully impaired (2022: HK$Nil).
Transactions with director and shareholder
No interest recognised by the Company during the year (2022: interest
receivable HK$Nil). The balance due to a director at the year end was
HK$4,926k (2022: HK$3,513k). The balance due to shareholder, Mr. Stephen Nai
Wai Lo, at the year end was HK22,361k (2022: HK$20,413k).
Transactions of convertible bonds
No interest recognised by the Company during the year (2022: interest
receivable HK$Nil). The balance due from convertible bonds at the year end was
HK$5,601k (2022: HK$5,326k) and Mr. Stephen Nai Wai Lo is one of the bonds
holder and the amount of the bonds is HK$3,811k holder by him.
Save as those transactions and balances disclosed elsewhere in these financial
statements with shareholders and directors and Cyber Lion Limited (a company
controlled by Edward Ng and Ajay Rajpal), GVMH PLC and its subsidiaries had no
material transactions with related parties.
Mr. Stephen Nai Wai Lo is parent of Mr. Jonathan Yat Pang Lo.
1. Event after reporting period
At 31 December 2023, GVMH PLC and its subsidiaries did not have material
non-adjusting events after the report period that have significant impact on
the financial position and operation of the Group.
1. List of subsidiaries
As at 31 December 2023 the following list contains only the particulars of
subsidiaries which principally affected the results, assets or liabilities of
GVMH PLC and its subsidiaries.
Proportion of ownership interest
Name of GVMH PLC Place of incorporation/ operation Particulars of issued and paid-up capital GVMH PLC and subsidiaries effective interest Held by GVMH PLC Held by the subsidiary Principal activities
GVC Holdings Ltd BVI/Hong Kong US$10,862 100% 100% - Investment holdings
Founding Technology (Int'l) Ltd Hong Kong HK$10,000 70.0% - 70% Dormant
Grand Vision Media Limited Hong Kong HK$1,000,000 100% - 100% Advertising
Grand Vision Media Network Limited Hong Kong HK$7,824,268 100.0% - 100.0% 3D panel advertising
Ying Interactive Marketing Services Ltd Hong Kong HK$4,900,000 55.0% 55% - Social Media Marketing
Shanghai Hongshi Culture Media Co., Ltd PRC RBM5,874,000 100.0% - 100.0% 3D panel advertising
1. Control
At 31 December 2023, there is no one controlling party.
These will shortly be available (along with the Company's 2023 Annual Report)
to download on the Company's website at
https://www.gvmh.co.uk/tag/financial-information/.
For more information contact:
Grand Vision Media Holdings plc Jonathan Lo, Director http://gvmh.co.uk/Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
Copyright (c) 2024 PR Newswire Association,LLC. All Rights ReservedRecent news on Grand Vision Media Holdings
See all newsREG-Grand Vision Media Holdings Plc: Annual Financial Report
AnnouncementREG-Grand Vision Media Holdings Plc: Appointment of Auditor
AnnouncementREG-Grand Vision Media Holdings Plc: Appointment of Auditor
AnnouncementREG-Grand Vision Media Holdings Plc: Resignation of Auditor
AnnouncementREG-Grand Vision Media Holdings Plc: Half-year Report
Announcement