Grand Vision Regulatory News (GVMH)

Grand Vision Media Holdings plc - Final Results

PR Newswire

London, June 30

London, 30 June 2020 

Grand Vision Media Holdings plc( “GVMH” or the “Company”)Final results

The CEO’s Report

The Company is pleased to present the first full year of trading following the reverse takeover of GVC Holdings Limited in 2018. Following the reverse takeover, the Group has continued to develop its business plan in line with market conditions, and has looked to further expand its geographical presence in Asia through strategic partnerships, whilst evaluating new technologies to promote the Out-of-home (OOH) advertising business.

2019 was a difficult year for the Group, with major political unrest in Hong Kong in the second half of the year having an adverse effect on the Group’s performance.

Summary of Trading Results

Trading during the first half of the year was in line with the prior year, with revenues exceeding the prior year by 6%. The conditions worsened in the second half of the year due to the political unrest in Hong Kong. There was a significant reduction in Chinese tourists to Hong Kong, and disruption to daily life, which resulted in reduced revenues in OOH advertising revenues and digital marketing revenues. Total revenue for the year was HK$12,034K [2018 : HK$18,026K], a decline of 33% compared to the prior year.

The total comprehensive loss for the year was HK$14,957K [2018 : HK$32,290K]. Although this is significantly improved, the prior year included the costs of the reverse takeover of HK$5,259K.

The Group has 200 panels [2018 : 180] in cinemas across China, and is evaluating other technologies to promote OOH advertising in the cinema space as well as other locations.

Cash in hand at the end of the year was HK$510K. The Group successfully raised £670K in convertible loan notes in the year, and was pleased to be further supported by existing shareholders in this regard

Outlook

COVID-19 has had a significant adverse effect on the Group’s performance in 2020. The major restrictions on travel and closure of businesses has caused significant disruption and erosion of confidence. Sales for the first quarter of the year are below the prior year as a result of the ongoing cinema closures in China, resulting in reduced OOH advertising revenues, and reduced marketing budgets in Hong Kong due to the pandemic, resulting in reduced revenues for digital marketing. The outlook for 2020 remains uncertain due to the ongoing effects of COVID-19 on the business environment in China and Hong Kong.

It is uncertain as to when trading conditions will return to normal, but the disruption to the Group is expected to last for a number of months.

The Group has increased its focus on eCommerce marketing and services to mitigate against the decline in its traditional revenues, by leveraging its contact base and international business network. These services are predominantly targeted at suppliers of medical equipment, who have experienced a significant increase in activity levels as a result of the pandemic.

The Group are also looking at expanding the OOH business model into Singapore, and to also include OOH advertising within vending machines and smart retail channels.

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

The Company works closely with its major supplier Marvel Digital Limited and its cinema partners Dadi Cinema Group and Perfect World Cinema Group, who are important strategic partners with the Group. We have developed an open and transparent relationship with these partners, which promotes the long-term success for the Group. During 2019, we continued to work closely with Marvel to evaluate new technologies for OOH advertising. And with our cinema partners, we continued to evaluate their space to promote new ideas for mutual benefit.

Our Shareholders

The Company has been well-supported by its shareholders for many years, who have provided shareholder loans historically, and during 2019, 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:

i. 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.

ii. Sector Risk

The OOH media sector is subject to competition from other marketing channels and technologies, particularly the impact of digital marketing. 

We also compete with other OOH media locations, such as traffic hubs, elevators and other locations, which are more established.

There is a risk of 3D technology not being well received, given that it is a new media platform in the OOH sector. The Company is continuously looking for new and innovative platforms to differentiate itself, and there is no guarantee that these new platforms will be effective.

iii. 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.

iv. 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.

v. 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:

o Management structure with clearly identified responsibilities;

o Production of timely and comprehensive historical management information presented to the Board;

o Detailed budgeting and forecasting;

o Day to day hands on involvement of the Executive Directors and Senior Management; and

o 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.

vi. 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.

vii.  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.

viii. 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.

ix. 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.

x. 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.

xi. Market Risk

The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares are not readily tradable.

xii.  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. 

xiii. Covid 19 Outbreak

The group acknowledge the Covid -19 outbreak and impact of it on the company financials and worldwide economy which can be easily understandable. The pandemic which started spreading from mid-February 2020 to the world is still affecting a lot of people. Scientists are working to invent a proper vaccine of Covid -19.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources and the convertible loan notes issued during the year . At 31 December 2019 the Group had cash balance of HKD510k. The Group’s forecasts and projections, taking into account increase in revenue from new streams and changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. 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.

On behalf of the board

Jonathan Lo

Chief Executive Officer

30 June 2020

The full accounts are published below and will be posted on the Company’s website and to shareholders this week.

For more information:

GRAND VISION MEDIA HOLDINGS PLC

DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

COMPANY INFORMATION

Directors and Advisers

GRAND VISION MEDIA HOLDINGS PLC

CONTENTS

STRATEGIC REVIEW REPORT

FOR THE YEAR ENDED 31 DECEMBER 2019

The CEO Report

The Company is pleased to present the first full year of trading following the reverse takeover of GVC Holdings Limited in 2018. Following the reverse takeover, the Group has continued to develop its business plan in line with market conditions, and has looked to further expand its geographical presence in Asia through strategic partnerships, whilst evaluating new technologies to promote the Out-of-home (OOH) advertising business.

2019 was a difficult year for the Group, with major political unrest in Hong Kong in the second half of the year having an adverse effect on the Group’s performance.

Summary of Trading Results

Trading during the first half of the year was in line with the prior year, with revenues exceeding the prior year by 6%. The conditions worsened in the second half of the year due to the political unrest in Hong Kong. There was a significant reduction in Chinese tourists to Hong Kong, and disruption to daily life, which resulted in reduced revenues in OOH advertising revenues and digital marketing revenues. Total revenue for the year was HK$12,034K [2018 : HK$18,026K], a decline of 33% compared to the prior year.

The total comprehensive loss for the year was HK$14,957K [2018 : HK$32,290K]. Although this is significantly improved, the prior year included the costs of the reverse takeover of HK$5,259K.

The Group has 200 panels [2018 : 180] in cinemas across China, and is evaluating other technologies to promote OOH advertising in the cinema space as well as other locations.

Cash in hand at the end of the year was HK$510K. The Group successfully raised £670K in convertible loan notes in the year, and was pleased to be further supported by existing shareholders in this regard

Outlook

COVID-19 has had a significant adverse effect on the Group’s performance in 2020. The major restrictions on travel and closure of businesses has caused significant disruption and erosion of confidence. Sales for the first quarter of the year are below the prior year as a result of the ongoing cinema closures in China, resulting in reduced OOH advertising revenues, and reduced marketing budgets in Hong Kong due to the pandemic, resulting in reduced revenues for digital marketing. The outlook for 2020 remains uncertain due to the ongoing effects of COVID-19 on the business environment in China and Hong Kong.

It is uncertain as to when trading conditions will return to normal, but the disruption to the Group is expected to last for a number of months.

The Group has increased its focus on eCommerce marketing and services to mitigate against the decline in its traditional revenues, by leveraging its contact base and international business network. These services are predominantly targeted at suppliers of medical equipment, who have experienced a significant increase in activity levels as a result of the pandemic.

The Group are also looking at expanding the OOH business model into Singapore, and to also include OOH advertising within vending machines and smart retail channels.

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

The Company works closely with its major supplier Marvel Digital Limited and its cinema partners Dadi Cinema Group and Perfect World Cinema Group, who are important strategic partners with the Group. We have developed an open and transparent relationship with these partners, which promotes the long-term success for the Group. During 2019, we continued to work closely with Marvel to evaluate new technologies for OOH advertising. And with our cinema partners, we continued to evaluate their space to promote new ideas for mutual benefit.

Our Shareholders

The Company has been well-supported by its shareholders for many years, who have provided shareholder loans historically, and during 2019, 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:

xiv.  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.

xv. Sector Risk

The OOH media sector is subject to competition from other marketing channels and technologies, particularly the impact of digital marketing. 

We also compete with other OOH media locations, such as traffic hubs, elevators and other locations, which are more established.

There is a risk of 3D technology not being well received, given that it is a new media platform in the OOH sector. The Company is continuously looking for new and innovative platforms to differentiate itself, and there is no guarantee that these new platforms will be effective.

xvi.  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.

xvii. 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.

xviii. 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:

o Management structure with clearly identified responsibilities;

o Production of timely and comprehensive historical management information presented to the Board;

o Detailed budgeting and forecasting;

o Day to day hands on involvement of the Executive Directors and Senior Management; and

o 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.

xix.  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.

xx. 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.

xxi.  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.

xxii. 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.

xxiii. 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.

xxiv. Market Risk

The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares are not readily tradable.

xxv. 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. 

xxvi. Covid 19 Outbreak

The group acknowledge the Covid -19 outbreak and impact of it on the company financials and worldwide economy which can be easily understandable. The pandemic which started spreading from mid-February 2020 to the world is still affecting a lot of people. Scientists are working to invent a proper vaccine of Covid -19.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources and the convertible loan notes issued during the year . At 31 December 2019 the Group had cash balance of HKD510k. The Group’s forecasts and projections, taking into account increase in revenue from new streams and changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. 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.

On behalf of the board

Jonathan Lo

Chief Executive Officer

30 June 2020

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2019

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 2019.

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:

Edward Kwan-Mang Ng (resigned 20 January 2020)

Ajay Kumar Rajpal

Jonathan Yat Pang Lo

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:

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 the date of this report.

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

Jeffreys Henry LLP were appointed auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a 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 International Financial Reporting Standards (IFRS) as adopted for use in the European Union. 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 with IFRS as adopted by the European Union

· 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 recognises 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 Corporate Governance Code (2018), as far as is appropriate for the size and nature of the Company and the Group. These principles are disclosed on our website in the Corporate Governance section.

Application of principles of good governance by to board of directors

The board currently comprises the two directors: Ajay Kumar Rajpal and Jonathan Yat Pang Lo.

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 information included in this section is not subject to audit other than where specifically indicated.

The remuneration committee consisted of Ajay Rajpal and Edward Ng. 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.

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

Note: Amounts for 2018 have been restated to actual amounts paid. Amounts for 2019 are based on actual amounts paid.

No pension contributions were made by the company on behalf of its directors apart for Jonathan Lo of HKD18K.

Cyber Lion Limited, a company controlled by Edward Ng and Ajay Rajpal, charged consultancy fees of HKD788K to GVC Holdings Limited in the period.

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 30th June 2020.

On behalf of the board

__________________

Jonathan Lo

Director

30 June 2020

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF GRAND VISION MEDIA HOLDINGS PLC

Opinion

We have audited the financial statements of Grand Vision Media Holdings Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2019 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies.

In our opinion:

· the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2019 and of the group’s loss for the year then ended;

· the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

· the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 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.

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2.3 in the financial statements, which explains that the Group has incurred significant operating losses and negative cash flows from operations. The trade of the Group had a significant negative impact due to the political unrest in Hong Kong during 2019 and due to COVID-19 pandemic during 2020 from the closure of cinemas across China and Hong Kong. The Group forecasts include revenue derived from new revenue streams, upon which the Group is dependent to meet its current cash requirements. The directors are satisfied that the revenue from these ventures will commence during 2020 and will generate sufficient cashflow to support the cash requirements of the Group. These events or conditions, along with other matters as set out in note 2.3 indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, 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) we identified, including 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. This is not a complete list of all risks identified by our audit.

· Going concern issues

· Carrying value of investments and recoverability of intercompany loans

These are explained in more detail below:

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between HK$1,000 and HK$343,000.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above HK$14,000 as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

The Group financial statements are a consolidation of 10 reporting units, comprising the Group’s operating businesses and holding companies.

We performed audits of the complete financial information of Grand Vision Media Holdings Plc, and GVC Holdings Ltd reporting units, which were individually financially significant and accounted for 100% of the Group’s revenue and 100% of the Group’s absolute profit before tax (i.e. the sum of the numerical values without regard to whether they were profits or losses for the relevant reporting units). We also performed specified audit procedures over goodwill and other intangible assets, as well as certain account balances and transaction classes that we regarded as material to the Group at 10 reporting units.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matters prescribed by 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· 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 [and the part of the directors’ remuneration report to be audited] are not in agreement with the accounting records and returns; or

· certain disclosures of directors’ remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement [set out on page 9], 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 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.

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 Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of this 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.

Sanjay Parmar (Senior Statutory Auditor)

For and on behalf of Jeffreys Henry LLP (Statutory Auditors)

Finsgate

5-7 Cranwood Street

London EC1V 9EE

30 June 2020

Statements of Comprehensive Income

Statements of financial position

Approved by the Board and authorised for issue on 30 June 2020

Jonathan Lo

Director

? Company Registration No. 10028625

Statements of Changes in Equity

Statements of Changes in Equity

Attributable to the Group

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 2018 on the reverse acquisition by GVC.

Statements of Cash flows

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.

2. Accounting policies

2.1. Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU.

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 International Financial Reporting Standards ("IFRS") as adopted by the European Union 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.

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.

2.3. Application of new and revised International Financial Reporting Standards (IFRSs)

Changes in accounting policies and disclosures

(a) New and amended standards adopted by the Group

The Group has applied any applicable new standards, amendments to standards and interpretations that are mandatory for the financial year beginning on or after 1 January 2019.

The nature and impact of amendment is described below:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of ‘low-value’ assets (e.g. personal computers) and short-term leases (i.e. leases with a lease term of twelve months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e. the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e. the right-of-use asset).

Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right of use asset.

IFRS 16, which is effective for annual periods beginning on or after 1 January 2019, requires lessees and lessors to make more extensive disclosures than under IAS 17.

(b) New, amended standards, interpretations not adopted by the Group

A number of new standards, amendments to standards and interpretations to existing standards have been published that are mandatory for the Group’s accounting periods beginning after 1 January 2019, or later periods, where the Group intends to adopt these standards, if applicable, when they become effective. The Group has disclosed below those standards that are likely to be applicable to the Group and is currently assessing the impact of these standards.

• IFRS 3 “Business Combinations”, effective date 1 January 2020 clarifies application of business combination for the group.

• IFRS 9, IAS 39 and IFRS 7 ‘’Interest rate benchmark reform’’ effective date 1 January 2020 clarifies Interest rate benchmark for all the entities of the group.

• IAS 1 and IAS 8 ‘’Definition of Material’’ effective date 1 January 2020 clarifies presentation of Financial Statements: Classification of Liabilities as current and non-current.

• References to the conceptual framework effective date 1 January 2020 clarifies new IFRS standards with conceptual fraework.

Management has not yet fully assessed the impact of these standards but does not believe they will have a material impact on the financial statements.

New and revised IFRSs in issue but not yet effective

GVMH PLC and its subsidiaries has not applied the following new and revised IFRSs that have been issued but are not yet effective:

Foreign currency

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 are in HKD.

Transactions entered by the Group’s entities in a currency other than the reporting 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.

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 14,957,306 for the year ended 31 December 2019. 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.

The COVID-19 pandemic has had a significant effect on the Group’s results since January 2020, as digital marketing spend across the customer base declined considerably. Furthermore, the closure of cinemas in China has adversely affected the OOH revenue stream. To mitigate against this, the Group has taken advantage of local stimulus wherever possible, and sought to cut costs whilst revenues are reduced. In Hong Kong, the Employment Support Scheme has provided assistance to pay wages from April 2020 to September 2020. Savings have also been made through reductions in rents to cinemas, office admin staff and some consolidation of office/storage space.

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 2021 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 2018 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 effect 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:

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:

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. Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid investments which are not subject to significant changes in value and have original maturities of less than three months. Bank overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position.

2.21. Related parties

a) A person, or a close member of that person’s family, is related to GVMH PLC and its subsidiaries if that person:

(i) has control or joint control over GVMH PLC and its subsidiaries;

(ii) has significant influence over GVMH PLC and its subsidiaries; or

(iii) is a member of the key management personnel of GVMH PLC and its subsidiaries or GVMH PLC and its subsidiaries’ parent.

b) An entity is related to GVMH PLC and its subsidiaries if any of the following conditions applies:

(i) The entity and GVMH PLC and its subsidiaries are members of the same GVMH PLC and its subsidiaries (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a GVMH PLC and its subsidiaries of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either GVMH PLC and its subsidiaries or an entity related to GVMH PLC and its subsidiaries.

(vi) The entity is controlled or jointly controlled by a person identified in (a).

(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

(viii) The entity, or any member of a GVMH PLC and its subsidiaries of which it is a part, provides key management personnel services to GVMH PLC and its subsidiaries or to GVMH PLC and its subsidiaries’ parent

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

Operating leases

All leases are treated as operating leases. Where the Group is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.

2.22. 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.

3. 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.

4. Revenue

Analysis of GVMH PLC and its subsidiaries’ revenue is as follows:

Other Income represents rent, management and ad hoc professional services provided during the year.

5. Finance costs

7. 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%:

GVMH PLC and its subsidiaries’ has not recognised deferred tax assets of HK$3,029,159 in respect of accelerated depreciation over capital allowances. No deferred tax asset has been recognised on the accumulated tax losses of HK$18,358,540 as the availability of future taxable profits against which the assets can be utilised is uncertain at 31 December 2019.

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.

8. Earnings/ (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:

There were no potential dilutive ordinary shares in existence during the period ended 31 December 2019 or the years ended 31 December 2018, and hence diluted earnings per share is the same as the basic earnings per share.

9. Property, plant and equipment

10.  Inventories

As at 31 December 2019, no provision for impairment on goods for the group has been made.

11.  Right of use assets

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:

12.  Investments in Subsidiaries

See note 25 for list of subsidiaries and their respective holdings.

The recoverable amount of the investments has been determined to be the value in use of the cash flows generated from the continuing operations of the GVC Holdings Limited and its subsidiaries. In performing this assessment, management has applied the following assumptions and estimates:

· cash flows have been projected over a period of five years from 31 December 2019, which management considers appropriate due to the nature of its advertising services and related returns;

· cash inflow projections reflect the following key assumptions:

· revenues from the continued performance of marketing and advertising services for customers and commission revenues from new business ventures;

· revenues in the short to medium term are based on contracted amounts, contracts currently in negotiation and estimates of services to be performed;

· for financial modelling purposes, it has been assumed that total revenue increases to approximately HK$514 million for the five years to 2024;

· from year six onwards the revenue is assumed to remain constant at HK$38 million;

· cash outflows, which include contract delivery costs, operating expenses, administrative expenses and capital spend are assumed to be consistent with current experience;

· revenue and cost of sales from 2021 are forecasted for a year on year growth of 5%, which is management’s estimate of the average growth for the principal geography in which the entity operates; and

· a pre-tax discount rate of 8% has been applied in discounting cash flows to their present value, which has been benchmarked against available sources for comparable companies and geographical location of GVC Holdings Limited.

Cash flow projections are most sensitive to the assumptions regarding:

· commission revenue from new contracts in completion;

· Changes to the level of panels currently in display at cinemas;

· Closing price for the panel per 2-week segments; and

· changes in the discount rate.

At 31 December 2019, there is limited headroom in respect of the carrying value of the parent company’s investment in GVC Holdings Limited. Should any of the future events and cash flow assumptions upon which management has based its value in use calculation not occur or change adversely, an impairment of the investment in GVC Holdings Limited would be necessary.

13.  Trade and other receivables

Note: Amounts due from related companies is unsecured, interest-free and repayable on demand.

Receivable that were not impaired was as follows:

14.  Cash and cash equivalents

15.  Trade and other payables

16.  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 on 12,000,000 ordinary shares on 19 June 2018. The options vest annually over a 3 year period to 31 December 2020 and can be exercised at 15p per share during this period. 8,000,000 options have vested as at 31 December 2019.

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 calculated fair value of share options charged to the Group and Company financial statements in the year is HK$ 1,319,827.

The following are the inputs to the model for the options granted during the prior year:

The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in share options during the year. The options outstanding at 31 December 2019 had a WAEP of 16p (2018: 15p). All share options are settled in form of equity issued.

17.  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.

Subsequent measurement at

18.  Shareholder loans

The shareholders' loan is unsecured, interest-free and repayable on demand. These loans will not be repaid until after 31 December 2021, 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 2020 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.

19.  Share Capital

(a) Issued share capital

(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/period of 2018 and 2019.

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 75%, and 122% as at 31 December 2019 and 2018 respectively.

20.  Financial instruments

GVMH PLC and its subsidiaries has classified its financial assets in the following categories:

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 2019, 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.

(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 2019, 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$80,427 (2018: HK$25,090) 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.

21.  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.

The following are the amounts recognised in profit or loss:

The Group had total cash outflows for leases of HK$289,800 and has non-cash additions to right-of-use assets and lease liabilities of HK$ 1,733,804 for the year.

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.

22.  Contingent liabilities

At 31 December 2019, GVMH PLC and its subsidiaries did not have any significant contingent liabilities.

23.  Material related party transactions

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.

During the year, Cyber Lion Limited provided consultancy services to GVC Holdings Limited amounting to HKD 787,500. This balance was owed to Cyber Lion Limited at the year end (2018: HKD Nil).

24.  Non-adjusting events after the reporting period

At 31 December 2019, 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.

25.  List of subsidiaries

As at 31 December 2019 the following list contains only the particulars of subsidiaries which principally affected the results, assets or liabilities of GVMH PLC and its subsidiaries.

26.  Control

At 31 December 2019, there is no one controlling party.