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Alan Green talks Bidstack #BIDS, Destiny Pharma #DEST, Grand Vision #GVMH & Minexia NR Private Market on Vox Markets podcast

Alan Green discusses Bidstack #BIDS, Destiny Pharma #DEST, Grand Vision #GVMH & Minexia NR Private Market with Anita Riotta on the Vox Markets podcast.

Grand Vision Media Holdings #GVMH – Raises £670k in funding via Convertible Loan Notes

The directors of GVMH are delighted to announce that they have secured funding by way of £670K of convertible loan notes.

The loan notes have been issued as zero coupon Convertible Unsecured Loan Notes 2019 (the “Loan Notes”).

The Loan Notes are subject to no interest but are convertible at a price of £0.15 per Ordinary Share and are redeemable, to the extent they have not been converted into shares, on 1 July 2021.

For every four shares received by way of conversion of the Loan Notes, the holders of the Loan Notes (the “Holders”) will be given one warrant (the “Warrants”) to acquire one ordinary share of the Company. The Warrants are exercisable up to 2 years after issue at a price of £0.15 per Ordinary Share.

If the Loan Notes and Warrants are all converted into shares this would result in the Holders acquiring 5,609,210 shares in GVMH, representing approximately 5.5% of the newly enlarged shares in the Company.

Commenting on the issue of the Loan Notes, Jonathan Lo, Chief Executive, said:“This investment provides the working capital to further develop our business plan, consolidating our progress to date for further growth in future.”

The Directors accept responsibility for this announcement.

For more information:

Grand Vision Media Holdings plc http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021
or enquiries@alfredhenry.com

Grand Vision Media Holdings #GVMH – Result of AGM

The Company announces that at its Annual General Meeting (“AGM”) which was held at 1pm (local time Hong Kong) on 28 June 2019 all resolutions were passed.

The resolutions are as set out in the Notice of AGM which is available on the Company’s website

http://gvmh.co.uk/index.php?fi=Invistor Relations&sub=2

For more information:

Grand Vision Media Holdings plc http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk

Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021
or enquiries@alfredhenry.com

Grand Vision Media (GVMH) Notice of AGM

The Company announces that its Annual General Meeting (“AGM”) will be held at 1pm (local time Hong Kong) on 28 June 2019 at Boardroom, Sky 33, 33rd Floor, Galaxy Hotel, Estrada da Baia de Nossa Senhora da Esperanca, S/N, Cotai, Macau.

The Notice of AGM will be dispatched to all shareholders today. An electronic copy of the Notice of AGM is also available on the Company’s website:

http://gvmh.co.uk/index.php?fi=Invistor%20Relations

For more information:

Grand Vision Media Holdings plc gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk

Alfred Henry Corporate Finance Ltd
Nick Isaacs / Jon Isaacs Tel: +44 (0) 20 3772 0021
or jisaacs@alfredhenry.com
– ENDS –

Grand Vision Media #GVMH – Final Results for year to 31 Dec 2018

In the year to 31 December 2018, The Company made a total comprehensive loss in the period of HK$ 32,291K which was mainly due to the costs relating to the acquisition of GVC Holdings Limited and admission to trading on the main market.

Cash in hand at the period end was HK$ 2,552K.

Background

The Company successfully completed the acquisition of GVC Holdings Limited (“GVC”) on 19 June 2018, and Jonathan Lo was appointed to the Board as Chief Executive Officer. The Company changed its name to Grand Vision Media Holdings Plc and raised £1,010,000 by the issue of new shares. The new combined group (the “Group”) is now focussed on the development of the GVC business.

This exciting achievement will provide the resources and profile to build out the business by furthering our penetration of the Chinese market and enhancing our products and services.

As an integrated out-door digital media company we are deploying innovative display and marketing technologies at strategic, high-traffic locations.  Our glasses-free 3D technology in digital out-of-home media is enabling advertisers to engage with affluent consumers with a new visual experience.   Our “space management” approach utilising the cinema space for events and exhibitions offers a total solution to our advertisers, with the potential of direct conversion to sales.

The digital out of home (OOH) advertising market is growing, and will continue to grow in the foreseeable future, and we want to be at the forefront of that growth by providing our customers ( both domestic Chinese companies and international brands) with the ability to reach Chinese as they become more affluent and seek access to quality products and services. Our network now covers over consumers locations covering provinces in China and we strive to continue our expansion in China and beyond.

Summary of Trading Results

GVMH Consolidated Results

The accounts for GVMH for the 12 months ended 31 December 2018 have been prepared under the reverse acquisition accounting principle. Revenue in the period was HKD18,026K. The group had a loss before tax of HKD 33,063K. The expenses in the period included the costs of the reverse takeover transaction.

GVMH Results for the 12 Months to 31 December 2018

Revenue in the period was HKD18,026K (2017 : HKD9,514K), representing an increase of 89%. This was mainly as a result of the increased locations in the period resulting in more advertising revenue as well as the growth in digital marketing and ecommerce. The number of panels increased to over 180, representing a growth of over 55% 2017.  We also had an increase in advertising revenue from overseas clients as we appoint strategic partners in countries like Japan and Korea. GVC had a loss before tax in the period of HKD 15,886K (H1 2017 : HKD11,814K).

Outlook

The digital signage market globally is expected to reach almost $30bn by 2024, compared to approximately $15bn in 2015*. We believe that this growth will be driven not only by new, higher resolution displays and new types of technology, but also by interacting digital displays with customers’ smart phones.  We believe that we are well placed to benefit from this growth and will continue to develop our business in line with our strategy.

Two significant trends that are benefitting our growth are outbound travel and the Chinese appetite for foreign products.  The Group is well positioned to take advantage of this trend, acquiring many international brands and travel destinations as direct customers.

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

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 and orders to publish an advertisement correcting the misleading information. 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. TheGroup 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 theGroup was in violation of such regulations the business, financial condition, results of operations and the prospects of theGroup 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.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources and the issue of equity. At 31 December 2018 the Group had cash balance of HKD2,552k. The Group’s forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources but only with shareholder help. The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board

Jonathan Lo

Chief Executive Officer

30 April 2019

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 http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021
or enquiries@alfredhenry.com

GRAND VISION MEDIA HOLDINGS PLC

(Formerly SIMIAN GLOBAL PLC)

DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

COMPANY INFORMATION

Directors and Advisers

Directors: Edward Kwan-Mang NG- Executive Director
Ajay Kumar Rajpal – Non-Executive Director
Jonathan Yat Pang Lo – Chief Executive Officer
Company Number:Company Secretary 10028625International Registrars Limited
Finsgate
5-7 Cranwood Street
London
EC1V9EE
Registered Address: Finsgate
5-7 Cranwood Street
London
EC2M 7LD
Principal Banker: Metro Bank
227 Tottenham Court Road
London
W1T 7QF
Financial Adviser: Alfred Henry Corporate Finance Limited
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Auditors: Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Legal Adviser to the Company:             Bracher Rawlins
77 Kingsway
London
WC2B 6SR
Registrar: SLC Registrars Limited
Ashley Park House
42-50 Hersham Road
Walton-on-Thames
Surrey
KT12 1RZ

GRAND VISION MEDIA HOLDINGS PLC

CONTENTS

Strategic review report            4
Directors’ report           8
Independent auditors’ report 13
Statement of comprehensive income 19
Statement of financial position            20
Statement of cash flows 21
Statement of changes in equity 23
Notes to the financial statements         24

STRATEGIC REVIEW REPORT

FOR THE YEAR ENDED 31 DECEMBER 2018

The CEO Report

In the year to 31 December 2018, The Company made a total comprehensive loss in the period of HK$ 32,291K which was mainly due to the costs relating to the acquisition of GVC Holdings Limited and admission to trading on the main market.

Cash in hand at the period end was HK$ 2,552K.

Background

The Company successfully completed the acquisition of GVC Holdings Limited (“GVC”) on 19 June 2018, and Jonathan Lo was appointed to the Board as Chief Executive Officer. The Company changed its name to Grand Vision Media Holdings Plc and raised £1,010,000 by the issue of new shares. The new combined group (the “Group”) is now focussed on the development of the GVC business.

This exciting achievement will provide the resources and profile to build out the business by furthering our penetration of the Chinese market and enhancing our products and services.

As an integrated out-door digital media company we are deploying innovative display and marketing technologies at strategic, high-traffic locations.  Our glasses-free 3D technology in digital out-of-home media is enabling advertisers to engage with affluent consumers with a new visual experience.   Our “space management” approach utilising the cinema space for events and exhibitions offers a total solution to our advertisers, with the potential of direct conversion to sales.

The digital out of home (OOH) advertising market is growing, and will continue to grow in the foreseeable future, and we want to be at the forefront of that growth by providing our customers ( both domestic Chinese companies and international brands) with the ability to reach Chinese as they become more affluent and seek access to quality products and services. Our network now covers over consumers locations covering provinces in China and we strive to continue our expansion in China and beyond.

Summary of Trading Results

GVMH Consolidated Results

The accounts for GVMH for the 12 months ended 31 December 2018 have been prepared under the reverse acquisition accounting principle. Revenue in the period was HKD18,026K. The group had a loss before tax of HKD 33,063K. The expenses in the period included the costs of the reverse takeover transaction.

GVMH Results for the 12 Months to 31 December 2018

Revenue in the period was HKD18,026K (2017 : HKD9,514K), representing an increase of 89%. This was mainly as a result of the increased locations in the period resulting in more advertising revenue as well as the growth in digital marketing and ecommerce. The number of panels increased to over 180, representing a growth of over 55% 2017.  We also had an increase in advertising revenue from overseas clients as we appoint strategic partners in countries like Japan and Korea. GVC had a loss before tax in the period of HKD 15,886K (H1 2017 : HKD11,814K).

Outlook

The digital signage market globally is expected to reach almost $30bn by 2024, compared to approximately $15bn in 2015*. We believe that this growth will be driven not only by new, higher resolution displays and new types of technology, but also by interacting digital displays with customers’ smart phones.  We believe that we are well placed to benefit from this growth and will continue to develop our business in line with our strategy.

Two significant trends that are benefitting our growth are outbound travel and the Chinese appetite for foreign products.  The Group is well positioned to take advantage of this trend, acquiring many international brands and travel destinations as direct customers.

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:

xiii.  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.

xiv.  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.

xv.   Political and Regulatory Risk

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 and orders to publish an advertisement correcting the misleading information. 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. TheGroup 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 theGroup was in violation of such regulations the business, financial condition, results of operations and the prospects of theGroup could be materially and adversely affected.

xvi.  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.

xvii. 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.

xviii.               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.

xix.  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.

xx.   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.

xxi.  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.

xxii. 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.

xxiii.               Market Risk

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

xxiv.               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.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources and the issue of equity. At 31 December 2018 the Group had cash balance of HKD2,552k. The Group’s forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources but only with shareholder help. The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board

Jonathan Lo

Chief Executive Officer

30 April 2019

DIRECTORS’ REPORT

FOR THE YEAR ENDED 31 DECEMBER 2018

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 2018.

Investing Policy

The company was established as a mean to make an acquisition in the technology, media and telecommunications sector via a reverse takeover.  The reverse takeover was completed in June 2018.

Results and dividends

The trading results for the year are set out in the consolidated statement of comprehensive income and the company’s financial position at the end of the year.

The directors have not recommended a dividend.

Strategic Report

In accordance with section 414C(11) of the Companies Act 2006 the company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the company in the Strategic Report.

Directors

The following directors have held office during the period:

Edward Kwan-Mang Ng

Ajay Kumar Rajpal

Jonathan Yat Pang Lo (appointed 18 June 2018)

Directors’ interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options of the company:

Director Beneficial Shareholding
(Held through Cyber Lion Limited)
Beneficial Shareholding Percentage of the Company’s ordinary Share Capita
Edward Kwan-Mang Ng 3,664,000 3.81%
Ajay Kumar Rajpal 3,664,000 3.81%
Jonathan Yat Pang Lo 22,438,842 23.3%

Substantial Interests

The company has been informed of the following shareholdings that represent 3% or more of the issued ordinary shares of the company as at 31 December 2018.

Investor Shareholding
(Ordinary shares of 10p)
Percentage of the Company’s ordinary Share Capita
Jonathan Lo 22,438,842 23.3%
Pentwood Limited 12,439,779 12.92%
Stephen lo 12,439,779 12.92%
Magic Carpet 8,064,486 8.38%
Cyber Lion Ltd 7,328,000 7.61%
Timenow Ltd 4,499,016 4.67%
Vaiatrax Holdings Ltd 3,936,639 4.09%
Tamperzem Holding Ltd 3,374,262 3.50%

Dividends

No dividends will be distributed for the current period.

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 18.

A description of how the company manages its capital is also disclosed in Note 17.

The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Financial instruments

The company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.

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 recognizes that good standards of corporate governance help the Company to achieve its strategic goals and is vital for the success of the Company.  The Company adopts proper standards of corporate governance and follows the principles of best practice set out in Corporate Governance Code (2016) , 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 three directors: Edward Kwan-Mang Ng, 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.

Directors’ Remuneration Report

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

The remuneration committee consists of Andrew Monk and George Roach. 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.

2018 2017
Director Options Options
Edward Ng 3,000,000
Ajay Rajpal 3,000,000
Jonathan Lo 6,000,000
Totals 12,000,000

The Company has one executive director.

The remuneration policy

It is the aim of the committee to remunerate executive directors competitively and to reward performance. The remuneration committee determines the company’s policy for the remuneration of executive directors, having regard to the UK Corporate Governance Code and its provisions on directors’ remuneration.

Service agreements and terms of appointment

The directors have service contracts with the company.

Directors’ interests

The directors’ interests in the share capital of the company are set out in the Directors’ report.

Directors’ emoluments

Salaries and Fees Group Company
2018 2017 2018 2017
HK$’000 HK$’000 HK$’000 HK$’000
Edward Ng 286 286
Ajay Rajpal 286 286
Jonathan Lo 863 245
1,435 817

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

Approval by shareholders

At the next annual general meeting of the company a resolution approving this report is to be proposed as an ordinary resolution.

This report was approved by the board on 30th April 2019.

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 23.

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.

On behalf of the board

__________________

Jonathan Lo

Director

30 April 2019

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 2018 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 2018 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 Group forecasts include additional funding requirements upon which the Group is dependent. The directors are satisfied that these funding requirements will be met. 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.

·      Accounting for the reverse acquisitionGoing concern issues

·      Carrying value of investments and recoverability of intercompany loans

·    Accounting for the reverse acquisition

These are explained in more detail below:

Key audit matter How our audit addressed the key audit matter
Possible impairment of long-term investment and loans to subsidiaries (Parent)
During the year the Company had Investment in subsidiary of HK$114,572K and Loans of HK$ 11,412k.
The directors have assessed whether the investment and loans shows any indicators of impairment.
We have reviewed the consolidated financials of the subsidiary and having reviewed the performance to date the subsidiary is profit making and is continuing to grow.
We reviewed the latest management accounts post year end for the subsidiary. We have reviewed the long term cashflow forecasts prepared and understood and assessed the methodology used by the directors in this analysis and determined it to be reasonable.
We tested management’s assumption that no impairment existed by carrying out sensitivity analysis through changing the assumptions used and re- running the cash flow forecast.
Going concern assumptionThe Group is dependent upon its ability to generate sufficient cash flows to meet continued operational costs and hence continue trading.
Although the current loss-making status is as expected due its relative newness, given the scale of cash outflows, the Group needs to be generating sufficient revenues to sustain its position. The going concern assumptions is dependent on future growth of the current business. No future capital raises were being considered to maintain the business.
Our audit procedures:
·    We obtained and reviewed the directors’ assessment, including challenging the liquidity position;
·    We agreed the assumed cash flows to the business plan, walked through the business planning process and tested the central assumptions and external data;
·    We audited the key assumptions;
·    We assessed the sensitivities of the underlying assumptions.
Accounting for the reverse acquisition of GVC Holdings LimitedOn 19 June 2018, Grand Vision Media Plc, a cash shell acquired GVC Holdings Limited, which operates as out-of-home media group as a reverse takeover under AIM rules. The total consideration for the acquisition of the entire issued share capital of GVC Holdings Limited was through the issuance of shares.

As the legal subsidiary is reversed into the Company, which originally was a publicly listed cash shell company, this transaction cannot be considered a business combination, as the Company, the accounting acquire 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’.

We evaluated management’s assessment that it is the shareholders of GVC Holdings Limited.We evaluated the methodology and tested the mathematical accuracy of the calculations of the Group for the deemed consideration paid in the form of shares to GVC Holdings Limited shareholders. We corroborated the underlying information inputs, including the share prices, exchange ratios with independent data sources and we checked the contractual agreements.

We obtained the signed contractual agreements relating to the reverse acquisition and read significant contract terms relevant to the accounting and disclosures in the financial statements.

We substantively tested journal entries and supporting workings and evidence relating to the accounting for the exchange of shares and internal restructuring steps, agreeing them to the contracts and to the terms of the scheme of arrangement.

We evaluated the capital and equity movements of both Grand Vision Media Holdings Plc and GVC Holdings Limited, for accuracy by comparison to the terms of the scheme of arrangement.

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:

Group financial statements Company financial statements
Overall materiality HKD 1,512,000. HKD 1,154,000.
How we determined it 5% of Net Loss. 1% of gross assets
Rationale for
benchmark applied
We believe that loss before tax is a primary measure used by shareholders in assessing the performance of the Group whilst gross asset values and revenue are a representation of the size of the Group; all are generally accepted auditing benchmarks. We believe that gross asset values are a representation of the size of the Company and is a generally accepted auditing benchmark.

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$75,000 and HK$388,000.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above HK$30,000 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 8 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 8 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 xx], 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.

Matters on which we are required to report by exception

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 April 2019

Statements of Comprehensive Income

Group Group Company Company
For the year For the year For the year For the year
ended ended ended ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Note HK$’000 HK$’000 HK$’000 HK$’000
Revenue 4 18,026 9,514
Cost of sales (12,140) (4,460)
Gross profit 5,886 5,054
Other income 4 79 62
5,965 5,116
Administrative expenses 6 (38,711) (16,634) (12,258) (2,917)
(Loss)/profit for the period from operations (32,746) (11,518) (12,258) (2,917)
Finance costs 5 (316) (296)
(Loss)/profit for the period before tax (33,062) (11,814) (12,258) (2,917)
Income tax expense 7
(Loss)/profit for the period (33,062) (11,814) (12,258) (2,917)
Other comprehensive income (loss)/income
Items that are or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations 772 127 672
Total comprehensive (loss)/ income for the period (32,290) (11,687) (11,586) (2,917)
(Loss)/ profit attributable to
Equity holders of parent company (33,069) (11,784) (11,586) (2,917)
Non-controlling interests 7 (30)
(33,062) (11,814) (11,586) (2,917)
Total comprehensive (loss) / income
attributable to:
Equity holders of the parent company (33,297) (11,657) (11,586) (2,917)
Non-controlling interests 7 (30)
(32,290) (11,687) (11,586) (2,917)
Earnings/(loss) per shares – Basic and diluted HK$ 8 (0.34) (944) (0.12) (0.48)

Statements of financial position

Group Group Company Company
As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Notes HK$’000 HK$’000 HK$’000 HK$’000
Assets
Non-current assets
Property, plant and equipment 9 2,183 6,165
Investment in Subsidiaries 114,572
Total non-current assets 2,183 6,165 114,572
Current assets
Inventories 10 1,707 2,826
Trade and other receivables 11 5,104 3,821 48
Deposits and prepayments 11 1,036 672
Amount due from subsidiaries 11 11,412 2,637
Cash and cash equivalents 12 2,552 1,136 783 2,785
Total current assets 10,399 8,455 12,243 5,422
Total assets 12,582 14,620 126,815 5,422
Equity and liabilities
Equity
Share capital 17 96,017 97 96,017 6,572
Share premium 44,106 18,707 44,106 2,706
Group Re-organization Reserve (96,631) (9,060)
Capital Contribution arising from Shareholder’s Loan 844
Other Reserves 1,447 1,447
Exchange Reserves 449 133
Accumulated deficit (54,215) (21,918) (15,571) (3,985)
Equity attributable to owners of the parent (3,676) (11,197) 125,999 5,292
Non-controlling interests (3,410) (3,417)
Total equity (12,237) (14,614) 125,999 5,292
Liabilities
Non-current liabilities
Shareholder loans 16 8,676 5,860
Total non-current liabilities 8,676 5,860
Current liabilities
Trade and other payables 13 15,728 7,601 816 130
Convertible bonds 15 11,670
Amount due to a director 304 55
Deposits received 111 4,048
Total current liabilities 16,143 23,374 816 130
Total liabilities 24,819 29,234 816 130
Total equity and liabilities 12,582 14,620 126,815 5,422

 

Approved by the Board and authorised for issue on 30 April 2019

Jonathan Lo

Director

?               Company Registration No. 10028625

Statements of Changes in Equity

Attributable to the Company
Share capital Share premium Group reorganisation reserve Other reserves Capital contribution reserves Retained earnings Total Non-controlling interests Total equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 1 January 2017 1,162 (1,068) 94 94
(Loss) for the year (2,917) (2,917) (4,079)
Other comprehensive income
Total comprehensive income 1,162 (3,985) (2,823) (2,823)
Acquisition of subsidiaries with non-controlling interests
Issue of share capital 5,409 2,706 8,115 8,116
Balance at 31 December 2017 6,571 2,706 (3,985) 5,292 5,292
Change in equity for 2018
(Loss) for the year 1,447 (12,258) (10,811) (10,811)
Other comprehensive income 672 672 672
Total comprehensive income 1,447 (11,586) (10,139) (10,139)
Issue of share capital 89,446 41,400 130,846 130,846
Balance at 31 December 2018 96,017 44,106 1,447 (15,571) 125,999 125,999

The reorganisation reserve before 1 January 2017 primarily arises from the 100% merger of GV Communication Limited on 1 November 2015 whereby the excess of the fair value of the issued ordinary shares over the book value of the net assets was transferred to this reserve.

Statements of Changes in Equity

Attributable to the Group

Share capital Share premium Reverse Acquisition reserve Other reserve Exchange reserve Capital contribution reserves Retained earnings Total Non-controlling interests Total equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
GVC
Balance at 1 January 2017 97 18,707 (9,060) 5 844 (10,134) 459 (3,388) (2,928)
(Loss) for the period (11,784) (11,784) (29) (11,814)
Other comprehensive income 127 127 127
Total comprehensive income 127 (11,784) (11,784) (29) (11,687)
Balance at 31 December 2017 97 18,707 (9,060) 132 844 (21,918) (11,197) (3,417) (14,614)
GVMH PLC
Balance at 19 June 2018 99,782 45,835 (21,918) 123,699 123,699
Capital Contribution 844 (844)
Share issue (3,765) (3,765) (3,765)
Share Premium (1,729) (1,729) (1,729)
Re-Organization Reserve (97,475) (97,475) (97,475)
Exchange Reserve 449 449 449
Share based payment 1,447 1,447 1,447
Non-Controlling Interest 7 7
Loss for the period (32,297) (32,297) (32,297)
Balance at 31 December 2018 96,017 44,106 (96,631) 1,447 449 (54,215) (8,827) (3,410) (12,237)

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

Group
For the year
Group
For the year
Company  For the year Company
For the year
ended ended ended ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Operating activities
(Loss)/ profit before taxation (33,062) (11,814) (12,258) (2,917)
Adjustments for:
Depreciation 3,982 6,972 970
Loss on disposal of property, plant and   equipment 5
Share based payment 1,447 1,447
Premium on reverse acquisition 5,259
Cyber Lion Limited – Non Cash success fee 7,024 7,024
Finance costs 316 291 364
Capitalisation of shareholders’ loan 51
Share of non-controlling interests (2,399)
Merger of subsidiaries (9,041)
Operating loss before changes in working capital (15,034) (4,546) (3,787) (12,972)
Increase/(decrease) in inventories 1,119 (2,422)
Increase in trade and other receivables 1,270 (2,299) (8,823) (1,119)
Decrease/ (increase) in amount due from related companies 257 11,946
Decrease/ (increase) in deposits and prepayments 7,857 4,247 (799)
Increase in convertible bonds 11,670
Increase in trade and other payables 2,848 (6,025) 688 2,705
Cash generated from/(used in) operating activities (17,397) 625 (11,922) (239)
Investing activities
Payment for purchase of property, plant and equipment (47) (245) (2,543)
Acquisition net of bank balance 6,032
Net cash (outflow)/ inflow from investing activities 5,985 (245) (2,543)
Financing activities
Net proceeds from issue of shares 6,714 6,714
Net proceeds from share premium 3,357 3,357
(Repayment of) /proceeds from shareholder loans 2,500 500 3,600
Net cash generated from Financing activities 12,571 500 10,071 3,600
Net increase/(decrease) in cash and cash equivalents 1,159 880 (1,851) 818
Cash and cash equivalents at 1 January 1,136 129 2,785 2
Effect of foreign exchange rate changes 257 127 (151) 12
Cash and cash equivalents at 31 December 2,552 1,136 783 832
Represented by:
Bank balance and cash 2,552 1,136 783 832

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.

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 2018 including IFRS 15 and IFRS 9.

The nature and impact of amendment is described below:

IFRS 15 Revenue from Contracts with Customers

IFRS 15 supersedes 1AS 11 Construction Contracts, lAS 18 Revenue and related Interpretations and it applies, with limited exceptions, to all revenue arising from contracts with its customers. IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

IFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires extensive disclosures.

The major sources of revenue of the Group arc provision of services. Under IFRS 15, revenue is recognised for each of the performance obligations when control over a good or service is transferred to a customer. The directors of the Group have assessed each type of the performance obligations and consider that the performance obligations are similar to the previous identification of separate revenue components under IAS 18 Revenue. Furthermore, IFRS 15 requires the transaction price to be allocated to each performance obligation on a relative stand­alone selling price basis, which may affect the timing and amounts of revenue recognition, and results in more disclosures in the consolidated financial statements. However, the directors of the Group consider that the adoption of IFRS 15 do not have a material impact on the timing and amounts of revenue recognised based on the previous business model of the Group.

(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 2018, 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 16 Lease, effective date 1 January 2019 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (‘lessee’) and the supplier (‘lessor’). IFRS 16 completes the IASB’s project to improve the financial reporting of leases and replaces the previous leases Standard, IAS 17 Leases, and related Interpretations.

•       IFRIC 23 “Uncertainty over Income Tax Treatments”, effective date 1 January 2019 clarifies application of recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments.

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:

Reference Title Summary Application date of standard (Periods commencing on or after)
IFRS 2 Leases Original issue 01 January 2019
IFRS 9 Prepayment features with Negative Compensation 01 January 2019
IFRS 11 Joint Arrangements Annual Improvements 2015-2017 Cycle 01 January 2019
IAS 12 Income Taxes Annual Improvements 2015-2017 Cycle 01 January 2019
IAS 19 Plan Amendment, Curtailment or settlement 01 January 2019
IAS 23 Borrowing Costs Annual Improvements 2015-2017 Cycle 01 January 2019
IAS 28 Long term interests in associates and joint ventures 01 January 2019

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 the applicable of the going concern basis in the preparation of the financial statements. This included the review of internal budgets and financial results which show, taking into account reasonable provide chance in the financial performance 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 HK 32,290,000 for the year ended 31 December 2018. 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.

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:

Display panels and CMS 30% – 33.33%
Computer equipment 30% – 33.33%
Furniture’s and fixtures 30% – 33.33%
Leasehold improvements 30% – 50%

Both the useful life of an asset and its residual value, if any, are reviewed annually.

The carrying value of the property, plant and equipment is compared to the higher of value in use and the fair value less costs to sell. If the carrying value exceeds the higher of the value in use and fair value less the costs to sell the asset, then the asset is impaired and its value reduced by recognising an impairment provision.

2.7.   Impairment of non-financial assets, other than inventories

At the end of each reporting period, property, plant and equipment and investments in a subsidiary are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or GVC Holdings Ltd and its subsidiaries of related assets) is estimated and compared with its carrying amount. If an estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset (or GVC Holdings Ltd and its subsidiaries of related assets) is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset (GVC Holdings Ltd and its subsidiaries of related assets) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

2.8.   Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

2.9.   Trade and other receivables

The Group classifies all its financial assets as trade and other receivables. The classification depends        on the purpose for which the financial assets were acquired.

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss.

The Group’s loans and receivables financial assets comprise other receivables (excluding prepayments) and cash and cash equivalents included in the Statement of Financial Position.

2.10. Cash and cash equivalents

Cash and cash equivalents comprise cash and bank balance. Bank overdrafts that are repayable on demand and form an integral part of GVMH PLC’s cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.

2.11. Trade and other payables

Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

2.12. Shareholders loan

Shareholders loans are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method. The difference between the fair value and the carrying amortised cost (i.e. the effective interest portion) is first recognized in equity as capital contribution reserve.

2.13. Employee benefits

Short-term benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.

2.14. Taxation

(i) Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit or loss because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. Grand Vision Media Holding Plc’s current tax is calculated using rates that have been enacted during the reporting period

(ii) Deferred tax

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:

•           the initial recognition of goodwill;

•           the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

•           investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities.

The Group is entitled to a tax deduction on the exercise of certain employee share options. A share-based payment expense is recorded in the income statement over the period from the grant date to the vesting date of the relevant options. As there is a temporary difference between the accounting and tax bases, a deferred tax asset may be recorded. The deferred tax asset arising on share option awards is calculated as the estimated amount of tax deduction to be obtained in the future (based on the Group’s share price at the balance sheet date) pro-rated to the extent that the services of the employee have been rendered over the vesting period. If this amount exceeds the cumulative amount of the remuneration expense at the statutory rate, the excess is recorded directly in equity, against retained earnings. Similarly, current tax relief in excess of the cumulative amount of the Share-based payments expense at the statutory rate is also recorded in retained earnings.

2.15. Provision and contingent liabilities

Provisions are recognised for other liabilities of uncertain timing or amount when GVMH PLC and its subsidiaries or GVMH PLC has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

2.16. Revenue recognition

After the adoption of IFRS 15, the company recognise revenue from contracts with customers when (or as) the company satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred When (or as) the customer obtains control of that asset. When (or as) a performance obligation is satisfied, the company recognises as revenue the amount of the transaction price (which includes estimates of variable consideration that are constrained in accordance with IFRS 15) that is allocated to that performance obligation. Further details of the company’s revenue and other income recognition policies are as follows:

(i)  Service income is recognised as income on a straight-line based over the term, unless another systematic basis is more representative of the time pattern of the user’s benefit.

(ii) Barter revenueis recognised only when the goods or services being exchanged are of a dissimilar nature. Barter revenue is measured at the fair value of goods or services rendered, adjusted by the amount of cash or cash equivalents received or paid. If the fair value of the goods or services rendered cannot be relaibly measured, the revenue is measured at the fair value of the goods or services received, again adjusted by the amount of cash or cash equivalents received

(iii)   Interest income is recognised on a time-proportion basis using the effective interest method. When a loan and receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.

2.17. Translation of foreign currencies

Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognised in profit or loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates.

Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured.

The results of foreign operations are translated into Hong Kong dollars at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items, including goodwill arising on consolidation of foreign operations, are translated into Hong Kong dollars at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognised in other comprehensive income and accumulated separately in equity in the exchange reserve.

On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognised.

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. 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.

2.20. 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.

2.21. Segmental analysis

GVMH PLC has two segments of advertising and digital marketing and operates in 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:

Year ended Year ended Year ended Year ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
Advertising fee income 8,985 5,106
Digital marketing income 8,575 4,365
Other 466 43
18,026  9,514
Other income
Other income 79 62
79 62
18,105 9,576

5.     Finance costs

Year ended Year ended Year ended Year ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest on shareholder loans 316 296

 

6.     Administrative expenses
Year ended Year ended Year ended Year ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Audit fees 417 260 165
Business development and marketing 464 470 42
Depreciation 3,982 4,364
Premium on reverse 5,259
RTO, Legal and professional fee 9,672 272 14,488 2,149
Office rental 2,124 2,233 47 107
Overseas travelling 786 516 219
Other 7,061 2,358 1,739 661
Administrative expenses 29,765 10,473 16,700 2,917

 

Directors fees and emoluments 1,435 618 816
Wages and Salaries 7,511 5,543
38,711 16,634 17,516 2,917

 

Employee numbers No. No. No. No.
Management 5 5 3 2
Operations 30 27
35 32 3 2

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%:

Year ended Year ended Year ended Year ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
(Loss) / profit before tax (33,062) (11,814) (17516) (2,917)
Notional tax on (loss) / profit before taxation, calculated at the rates applicable to (loss) / profit in the countries concerned (5,455) (1,949) (36,328) (583)
Tax effect of non-taxable income
Tax effect of not recognised tax loss 5,455 1,949 3,328 583
Actual tax expenses

GVMH PLC and its subsidiaries’ has not recognised deferred tax assets of HK$2,559,994 in respect of accelerated depreciation over capital allowances. No deferred tax asset has been recognised on the  accumulated tax losses of HK$15,515,116 as the availability of future taxable profits against which the assets can be utilised is uncertain at 31 December 2018.

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:

From
Year ended Year ended Year ended Year ended
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Profit/loss attributable to GVMH PLC (33,069) (11,784) (11,586) (2,917)
Weighted average number of shares 96,287,079 12,486 96,287,079 6,103,507
Basic and diluted loss per share HK$ (0.34) (944) (0.12) (0.48)

There were no potential dilutive ordinary shares in existence during the period ended 31 December 2018 or the years ended 31 December 2017, and hence diluted earnings per share is the same as the basic earnings per share.

9.     Property, plant and equipment

Displays panels and CMS  Computer equipment Furniture, fixtures & equipment Leasehold improvement Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Cost
At 31 December 2017 16,405 246 296 82 17,029
Additions during the year 2018 43 5 48
Disposals during the year 2018 (127) (1) (128)
At 31 December 2018 16,278 288 301 82 16,949
Accumulated depreciation
At 31 December 2017 10,331 185 292 56 10,864
Charge for the year 2018 3,923 35 4 20 3,982
Written back on disposal (80) (80)
At 31 December 2018 14,173 220 296 76 14,765
Net carrying amount
At 31 December 2018 2,105 68 5 6 2,183
At 31 December 2017 6,075 61 4 26 6,166

10.  Inventories

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Inventories HK$’000 HK$’000 HK$’000 HK$’000
Goods 537 589
Online resources 1,170 2,237
1,707 2,826

As at 31 December 2018, provision for impairment on goods of HK$205,000 for the group has been made.

11.  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:

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
HK$’000 HK$’000 HK$’000 HK$’000
Prepayments 1,036 672
Amount due from Subsidiaries 11,412 2,637
Neither past due or nor impaired 5,104 3,821 48
6,140 4,493 11,460 2,637

12.  Cash and cash equivalents

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Cash and cash equivalents HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank and in hand 2,552 1,136 783 2,785
2,552 1,136 783 2,785

13.  Trade and other payables

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Trade and other payables HK$’000 HK$’000 HK$’000 HK$’000
Trade payable 10,577 7,601 816 130
Other payables 5,151
Total trade and other payables 15,728 7,601 816 130

14.  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 .

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$ 1,446,658.

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

Share Options
2018
Exercise price 0.15p
Share price at date of grant 0.15p
Risk free rate 1.04%
Volatility 50%
Expected Life 3 Years
Fair Value 0.03626798

15.  Convertible bonds

On 24 January 2017, the GVC holding’s Limited issued convertible bonds with an aggregate principal amount of US$1,500,000.  As of 31 December 2017, the aggregate amount received was US$1,500,000.  The maturity date should be on 31 March 2018. The bonds were convertible at the option of the bondholders into ordinary shares on the basis of 8.3%.

During the year on 9 May 2018, the convertible bonds were automatically converted to the fully paid Conversion Shares (1,134 Ordinary Shares).

16.  Shareholder loans

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Shareholders’ loan HK$’000 HK$’000 HK$’000 HK$’000
Shareholders’ loan at fair value 8,750 6,250
Capital contribution reserve arising from effective interest portion (390) (686)
Accrued effective interest paid to shareholders 316 296
Shareholder’s loan at amortised cost 8,676 5,860

The shareholders’ loan is unsecured, interest-free and repayable on demand.

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 2019 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.

17.  Share Capital

(a)     Issued share capital

Allotted, called up and fully paid ordinary shares of 10p each Number of shares Share Capital Share
Capital
Share
Premium
Share Premium
£ HK$ £ HK$
Balance at 31 December 2017 6,230,000 623,000 6,578,413 256,500 2,713,727
After Acquisition Share 19 June 2018 90,057,079 9,005,708 89,438,773 4,166,454 41,391,838
Balance at 31 December 2018 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565

(b)     Capital management

GVMH PLC and its subsidiaries’ objective when managing capital are to safeguard GVMH PLC and its subsidiaries’ ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefit for other stakeholders, and to provide an adequate return to shareholders.

GVMH PLC and its subsidiaries’ manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, GVMH PLC and its subsidiaries’ may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. No changes were made in the objectives, policies and processes during the year/period of 2017 and 2018.

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 122%, and 120% as 31 December 2018 and 2017 respectively.

18.  Financial instruments

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

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Loans and receivables HK$’000 HK$’000 HK$’000 HK$’000
Accounts and other receivables 5,104 3,821 48
Amounts due from related companies 11,412 2,637
Deposits and prepayments 1,036 672
Cash and cash equivalents 2,552 1,136 783 2,785
Loans and receivables 8,692 5,629 12,243 5,422

 

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Financial liabilities at amortised cost HK$’000 HK$’000 HK$’000 HK$’000
Trade and other payables 15,728 7,601 816 130
Deposits received 111 4,048
Shareholders’ loan 8,676 5,860
Convertible bonds 11,670
Amount due to a director 304 55
Financial liabilities at amortised cost 24,819 29,234 816 130

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 2018, GVMH PLC and its subsidiaries has no concentration of risk and the maximum exposure to credit risk is represented by the carrying amount of each financial asset.

(b)     Liquidity risk

GVMH PLC and its subsidiaries is exposed to liquidity risk on financial liabilities. It manages its funds conservatively by maintaining a comfortable level of cash and cash equivalents in order to meet continuous operational need. Various banking facilities and credit lines have also been arranged with different banks in order to fund any emergency liquidity requirements.

Liquidity risk Not later than one month Later than one month and not later than 5 years Carrying amount
As at 31 December 2018
Trade and other payables 15,728 10,577
Deposits received 111 111
Shareholders’ loan 8,676 8,676
Amount due to Director 304 304
16,143 8,676 24,819
As at 31 December 2017
Trade and other payables 7,601 7,601
Deposits received 4,048 4,048
Shareholders’ loan 5,860 5,860
Amount due to Director 55 55
Convertible bonds 11,670 11,670
23,374 5,860 29,234
GVMH PLC
As at 31 December 2018
Trade and other payables (816) (816)
(816) (816)
As at 31 December 2017
Trade and other payables (130) (130)
(130) (130)

(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 2018, 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$25,090 (2017: HK$1,288) 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.

19.  Capital commitments

Capital commitments outstanding at the end of the reporting period not provided for in the financial statements were as follows:

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Capital commitments HK$’000 HK$’000 HK$’000 HK$’000
Contracted for
Authorised but not contracted for
Capital commitments

20.  Operating lease commitments

At the end of the reporting period, the total future minimum lease payments under non-cancellable operating leases are payable as follows:

As at As at As at As at
31 December 2018 31 December 2017 31 December 2018 31 December 2017
Operating lease commitments HK$’000 HK$’000 HK$’000 HK$’000
Within 1 year 1,568 1,123
After 1 year but within 5 years 41 644
Operating lease commitments 1,609 1,767

21.  Contingent liabilities

At 31 December 2018, GVMH PLC and its subsidiaries did not have any significant contingent liabilities.

22.  Material related party transactions

Save as those transactions and balances disclosed elsewhere in these financial statements with sharholders abd director 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.

23.  Non-adjusting events after the reporting period

At 31 December 2018, 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.

24.  List of subsidiaries

Proportion of ownership interest
Name of GVMH PLC Place of incorporation/ operation Particulars of issued and paid up capital GVMH PLC and subsidiaries  effective interest Held by GVMH PLC Held by the subsidiary Principal activities
GVC Holdings Ltd BVI/Hong Kong US$13,620 100% 100% 100% Investment holdings
Billion Wise Investment Ltd BVI / Hong Kong US$10,862 100.0% 100% Investment holdings
Founding Technology (Int’l) Ltd Hong Kong HK$10,000 70.0%  70% Social Media Marketing
Grand Vision Communication Ltd BVI / Hong Kong US$10,843 79.9% 79.9% Investment holdings
Grand Vision Media Limited Hong Kong HK$1,000,000 79.9%           – 79.9% Advertising
Grand Vision Media Network Limited Hong Kong HK$7,824,268 100.0%           – 100.0% 3D panel advertising
Grand Vision Media (Technology) (Shenzhen) Ltd PRC/Hong Kong RMB832,987 79.9%           – 79.9% Advertising
Ying Interactive Marketing Services Ltd Hong Kong HK$4,900,000 55.0% 55%             – Social Media Marketing
*??????    ?????? PRC RBM5,874,000 100.0%           – 100.0% 3D panel advertising

As at 31 December 2018 the following list contains only the particulars of subsidiaries which principally affected the results, assets or liabilities of GVMH PLC and its subsidiaries.

*not audited by IBC CPA Ltd

25.  Control

At 31 December 2018, there is no one controlling party.

Brand CEO Alan Green discusses Grand Vision Media Holdings #GVMH, hVIVO #HVO, Toople #TOOP & #I3E on the Vox Markets podcast

Alan Green, CEO of Brand Communications talks about: i3 Energy #I3E, Grand Vision Media Holdings #GVMH, hVIVO #HVO and Toople #TOOP. Interview is 26 minutes 20 seconds in.

Andrew Hore – Quoted Micro 18 February 2019

NEX EXCHANGE

National Milk Records (NMRP) increased its interim revenues from £10.5m to £11.7m, although some of this was due to seasonal factors and one-off testing business. Pre-tax profit improved from £0.96m to £1.13m. Net debt was £2.06m at the end of December 2018. Every part of the business grew its revenues. Milk volumes are set to be strong in the second half, although milk margins are been squeezed by a decline in the milk price and higher feed costs.

Barkby (BARK) has completed the acquisition of Centurian Automotive for an initial payment of £201,000 in shares at 4.775p each, with up to £251,000 more based on performance over three years. Operating profit in each of the years is required to be at least £200,000 in order to achieve the full payment. The consideration represents a discount to net assets and will be equivalent to up to 20% of Barkby. In the year to March 2018, the automotive dealer made a pre-tax profit of £123,000 on revenues of £5.6m.

Sandal (SAND) says there was a significant increase in Energie MiHome sales in December, particularly later in the month, but trading is still below expectations because of a lack of cash to spend on marketing. The stock overhang has been unwound. A Wi-Fi adapter plug has been added to the range, which is being rolled out in Denman’s Electrical Wholesale branches.

Sport Capital Group (SCG) owned Palermo Football Club for less than one month before selling it back to the previous management team. It was bought for a nominal sum and is being sold for a nominal value, following further due diligence. The company’s representatives joined the board in December and resigned last week. Debt will be settled at the same time. Sports Capital had been trying to raise up to £20m over the next few months.

Trading has recommenced in the shares of EcoVista (EVTP) after it published its results for the year to August 2018. There was a £142,000 property revaluation gain and net assets were £1.39m. There are plans to launch a €10m Eurobond issue to fund further property site acquisitions in London, Hertfordshire and Essex.

Gold explorer Tectonic Gold (TTAU) has completed stage one drilling on the Specimen Hill project in Queensland and each hole drilled intersected gold. Geological modelling results will be available in March. A further 7,500 metres of drilling is being planned.

Auxico Resources Canada Inc (AUAG) has raised $400,000 at 20 cents a unit (one share and one-half warrant). The expenses of the placing were $28,000. The cash will be used for assessing coltan opportunities in Colombia and Brazil. NQ Mining (NQMI) has raised £54,000 at 11p a share.

AIM  

Panoply Holdings (TPX) has made its third acquisition since floating in December. UK-based GreenShoot Labs provides digital services using artificial intelligence technology. There is no initial consideration and any payment will depend on performance.

Marketing and media services provider Ebiquity (EBQ) traded in line with expectations last year. The disposal of the advertising intelligence was completed on 2 January. This cut net debt to around £8m. The continuing business is expected to continue to grow at 8% a year.

Online merchandising software and services provider ATTRAQT Group (ATQT) increased its 2018 revenues by 26% to £17.1m and the loss declined from £4.1m to £2.7m. The largest customer has renewed for two years. Annual recurring revenues are £16m.

GRC International (GRC) has acquired data consulting business DQM Group for an initial £5.9m with up to £5m in deferred consideration, although it is not expected to be more than £3.5m. This is a significantly earnings enhancing deal.

Cabot Energy (CAB) is consolidating 100 shares into one new share and raising up to £2.85m at 10p per consolidated share. The cash will pay off trade creditors. The main focus is Canada but Cabot believes its Italian oil and gas exploration assets could still be valuable even though the Italian government has suspended exploration work and is reviewing the situation.

The administrator has sold most of the businesses of Patisserie Holdings (CAKE) but there will be no money for shareholders. Dublin-based Causeway Capital has acquired Patisserie Valerie and AF Blakemore acquired Philpotts for a total of £13m, of which £3m is deferred. Baker and Spice was sold to the Department of Coffee and Social Affairs for £2.5m. The AIM quotation will be cancelled on 25 February. Paul Mumford of Cavendish Asset Management believes that the company’s banks should have supported a rescue and been more attentive to what was happening at the company. He thinks that shareholders should seek compensation from the banks.

Malvern International (MLVN) has confirmed that it moved into profit in 2018. The education business has doubled its London-based revenues and this made up for difficult trading in Malaysia.

Realm Therapeutics (RLM) is selling is hypochlorous acid assets for $10m and intends to leave AIM. Realm already had $18.8m in the bank at the end of 2018. The plan is to use the cash to complete a strategic transaction in the life sciences sector. The ADSs will continue to be listed on Nasdaq.

Stride Gaming (STR) has started a strategic review. The choices are acquisitive or organic expansion or the sale of the online gaming company.

Renalytix AI (RENX) has secured a joint venture with laboratory and clinical trials operator AKESOgen and this will enable Renalytix AI to provide additional services in the US. The artificial intelligence-based kidney diagnostics already has a presence in New York and the new joint venture is based in Georgia.

Administrators have been appointed to Utilitywise (UTW) but none of the subsidiaries is in administration. Shareholders are not likely to get anything from the administration process. Unitlitywise was unable to raise the cash it required to keep going and meet liabilities.

Heavitree Brewery (HVT) improved full year revenues from £7.3m to £7.61m and pre-tax profit grew from £1.55m to £2.25m, although that included profit on the sale of pubs and other property of £824,000, up from £6,000. The previous year had benefited from the write-back of a bad debt provision. The final dividend is being increased from 4p a share to 4.25p a share. Heavitree no longer has to cover a pension scheme deficit because three people transferred out of the scheme.

Bowmark Capital has launched a 110p a share recommended cash bid for Tax Systems (TAX) and MXC Capital Ltd (MXC) has accepted with its 25.6% stake. The bid values the tax software provider at £100.6m.

Kodal Minerals (KOD) has published the results of the drilling programme at the Bougouni lithium project. These will be used to update the JORC resource, which should happen by the end of February. Kodal has met with the Mali authorities to update them.

Insignals Neurotech is the third Portuguese spin out for Frontier IP (FIPP) and it will hold a 33% stake. Insignals is developing technology for brain stimulation surgery.

Scientific Digital Imaging (SDI) has made another scientific instruments acquisition and it has raised £2.5m at 34p a share to help finance it. A further £100,000 was raised via PrimaryBid. Graticules manufactures reticules and graticules and fits with the digital imaging division. It cost £3.4m and has added 6% to next year’s earnings per share.

Strategic Minerals (SML) has announced a trebled resource at Redmoor, in which it has a 50% stake. There is an inferred tin equivalent contained metal of 137,000 tonnes.

James Latham (LTHM) has acquired the timber merchant that has the rights to sell Accoya wood in Ireland. Abbey Woods will cost an initial €1.825m with a further €300,000-€400,000 depending on completion accounts. Further deferred consideration of up to €400,000 depending on performance over two years. Last year, Abbey Woods generated EBITDA of €379,000 on revenues of €7.5m and it has operations in Dublin and Cork.

Vast Resources (VAST) says that the tranche B offtake finance from Mercuria Energy Trading did not happen. This means that the planned December and January repayments of the loan from Sub Sahara Goldia Investments have not been made Talks continue with potential finance providers to replace the cash to invest in 80%-owned copper, silver, gold, zinc, lead, tungsten, molybdenum Baita Plai project. Bergen Global Opportunities Fund is pausing the second tranche of the $3m bridge facility because the share price has been below 0.2p for two days. A placing has raised £896,000 at 0.135p a share and this will repay the £525,000 owed to Bergen. There are discussions with a potential cornerstone investor for a diamond project in Zimbabwe.

RiverFort Global Opportunities (RGO) has subscribed for shares in Pires Investments (PIRI), that will give it a 24.3% stake. RiverFort is taking nearly 50% of the shares issued in a placing that raised £782,000 at 2.4p a share for Pires. The cash will be used for new investments.

Trading in the shares of African Battery Materials (ABM) will resume on Monday 18 February following the issue of 200 million shares at 0.5p each. The cash will be used to pay creditors and leave enough to finance the business for 12 months. Andrew Bell has been appointed executive chairman and Paul Johnson as executive director.

Windar Photonics (WPHO) will undershoot the 2018 forecast, but there should be higher orders from Vestas and another manufacturer next year. Even so, 2019 forecasts are likely to be reduced. Total 2018 revenues were 59% ahead at €3.5m and higher gross margins meant that the loss before interest, tax, depreciation and amortisation fell from €1.22m to €360,000. The end of year order book was worth €1m.

Nostra Terra Oil and Gas (NTOG) has more than trebled its proved and probable reserves to 2.43 million barrels of oil. Net proved reserves are 764,030 barrels of oil.

President Energy (PPC) has updated the reserves position. The Argentina and Louisiana reserves are valued at almost $300m, which is equivalent to 21p a share. That is more than twice the market capitalisation. Production is predominantly oil but gas production will increase this year.

Harwood Wealth Management (HW.) has acquired IFA Castleton Financial Planning for up to £1.6m.

Trading in the shares of Urals Energy (UEN) has been suspended following the resignation of Allenby as nominated adviser. A general meeting, which will be held on 22 February, has been called by Adler Impex SA in order to remove three directors and appoint four other directors. Oil production was 1,690 barrels/day in January. Loans made without board approval have meant that the company is short of cash.

Waste-to-energy technology developer PowerHouse Energy (PHE) is confident that it could sign up a customer in the next quarter. There is increasing interest and six potential sites are being assessed. Potential engineering, procurement and construction contractors have approached PowerHouse. Development partner Waste2Tricity is in negotiations with Toyota Tsusho, which would be a way of entering the Japanese market.

Braveheart Investment Group (BRH) has reduced its stake in Remote Monitored Systems (RMS) from 5.9% to 1.32%. Stephen Jones increased his stake from below 3% to 14.5% in just over one month.

Dewscope Ltd, where Mark Horrocks is a director, has cut its stake in Sabien Technology (SNT) from 12.7% to less than 3%. Chris Akers has also reduced his stake from 16.9% to less than 3% and Brendan Adams has cut his shareholding from 4.2% to under 3%. These stakes were acquired on 14 December, when the mid-price was 0.11p. On 11 February, when the shares were sold, the share price increased from 0.145p to 0.175p. Sabien reported a decline in interim revenues from £462,000 to £342,000, but the loss was reduced from £233,000 to £207,000 due to cost reductions.

TV programme producer DCD Media (DCD) expects to report revenues of £7.3m and a small EBITDA in 2018. Trading has started well in 2019 helped by business that was delayed from last year.

HaloSource (HAL) is seeking shareholder approval for the disposal of assets to Strix (KETL) for $1.3m. The cash will pay creditors and fund the winding down of the business. The AIM quotation will be cancelled on 12 March.

WANdisco (WAND) has raised $17.5m at 546p a share to provide cash to support relationships with partners. WANdisco has become an advanced technology partner with Amazon Web Services.

Adamas Finance Asia Ltd (ADAM) is issuing 6.1 million shares to China Aerospace for a 6.8% stake in Hong Kong Mining Holdings, where Adamas already has a 84.8% stake. This is a complicated deal, but Adamas can tell China Aerospace where to transfer these shares. It means that Adamas will not necessarily increase its shareholding in the mining company. Sorting out what was effectively a stock overhang should make it easier to do a deal that will unlock cash for Adamas.

NetScientific (NSCI) has concluded its strategic review and it has decided to cancel its AIM quotation. The remaining cash will be spent on the investee companies with the best prospects of providing a return before the company runs out of money.

Angus Energy (ANGS) is repaying the £1.5m initial advance from YA II and RiverFort Global Opportunities. Angus has raised £2.2m at 4p a share.

The University of British Columbia has ordered a polariser system from Polarean Imaging (POLX).

Begbies Traynor (BEG) has made the earnings enhancing acquisition of profitable Newcastle insolvency practice KRE. The initial payment is £450,000 with up to £150,000 more based on revenue targets over 12 months.

Full year figures will be lower than expected at IFA Tavistock Investments (TAVI) but a maiden dividend is still on the cards.

Crossword Cybersecurity (CCS) will report a 45% increase in 2018 revenues, with most of the growth coming from software.

MAIN MARKET 

Cryptocurrency mining services provider Argo Blockchain (ARB) is refocusing its business. All existing contracts will be terminated by the beginning of April. The focus will be Argo’s own currency mining. Ongoing costs will be cut by one-third. Net cash is £15m and that is much more than the market capitalisation of Argo. The cash outflow should be stemmed in the second half of 2019. Hadron Capital recently increased its stake to 7.6%.

Trading is in line at fasteners supplier Trifast (TRI) even though the UK automotive market is weak. More than two-thirds of sales are overseas. Additional UK stocks for Brexit are worth around £2m.

Commercial aircraft leasing company Avation (AVAP) expects to report a doubled interim profit on revenues that have risen from $52.4m to $58m.

Outdoor digital media company Grand Vision Media Holdings (GVMH) has signed a partnership agreement with Rakuten Bank in Japan to add to the one it signed with CY Group in South Korea. GVMH’s marketing services will help its partners promote themselves to Chinese tourists. GVMH has glasses-free 3D technology.

Helen Sachdev has been appointed as a non-executive director of Athelney Trust (ATY) and Frank Ashton has taken on the role of executive chairman. Discussions continue with Gresham House Asset Management about taking over the management of the company’s investments.

Future (FUTR) has secured a new £90m revolving credit facility and it is acquiring CyclingNews.com and Procycling Magazine, which generate annual revenues of £2m. This deal widens the sports publishing activities.

REA Holdings (RE.) significantly increased palm oil production in 2018, even though extraction rates were lower than expected. The Kota Bangun coal concession is heading towards reopening the mine, although there are local disputes.

Andrew Hore

Grand Vision Media Holdings #GVMH signs partnership agreement with Rakuten Bank KK (Rakuten) in Japan

Grand Vision Media Holdings Plc (GVMH) is pleased to announce that it has signed a partnership agreement with Rakuten Bank KK (Rakuten) in Japan.  Rakuten is one of the leading internet banking products and service provider in Japan.  Through this agreement, Rakuten will actively promote GVMH’s marketing services to its retail and hospitality customers seeking to capture a bigger share of the Chinese tourist spending.  Together with the WechatPay services offered by Rakuten, GVMH can offer an integrated marketing and payment solution to Japanese clients.

The services will initially cover the following:

  1. Assisting overseas brands establish or enhance their Social Media presence in China
  2. Using GVMH’s OOH capabilities to broadcast 3D videos of travel destinations and organize off-line marketing events in cinemas in China to promote Japanese products and services.

According to the Japan National Tourism Organisation, Chinese visitors were the largest visitor group in 2018, with 8.4 million visitors, an increase of 13.9% over 20171, 2.

Jonathan Lo, CEO, said“Tourism marketing will be one of our key revenue drivers and core competencies as Chinese tourists now make up 21% of the total tourism spending worldwide3.  With Rakuten Bank as our partner, we are well placed to increase our reach to potential advertisers in Japan, the top destination for Chinese tourists.  We have already started providing our service to our first Japanese client, Narita Airport.

Our agreement with Rakuten Bank follows on from the recent agreement which we signed with the CY Group in Korea.  We shall continue to develop partnerships in the other travel destinations frequented by Chinese travellers. ”

1              Japan National Tourism Organisation – Breakdown of Country/Area

https://statistics.jnto.go.jp/en/graph/#graph–latest–figures

2              Nikkei Asian Review, September 29 2018

(https://asia.nikkei.com/Economy/China-s-7m-Golden-Week-shoppers-head-to-Japan-Thailand-and-Korea)

3              Hospitality Net, 16 May 2018

(https://www.hospitalitynet.org/performance/4088453.html)

**ENDS**

For further information, photos and enquiries please contact:

Grand Vision Media Holdings plc Jonathan Lo / Ajay Rajpal
info@gvmh.co.uk
Tel: +44 (0) 20 7866 2145
Alfred Henry Corporate Finance Ltd Nick Michaels / Jon Isaacs
enquiries@alfredhenry.com
Tel: +44 (0) 20 3772 0021
Alexander David Securities Ltd David Scott
david.scott@ad-securities.comJames Dewhurst
james.dewhurst@ad-securities.com
Tel: +44 (0) 20 7448 9820
PEIR Siu Fun Hui
ir@peir.info
Tel: +44 (0) 7730 051867

Notes to Editors

Grand Vision Media Group is an integrated out-door digital media company deploying innovative display and marketing technologies at strategic, high-traffic locations.  Its glasses-free 3D technology in digital out-of-home (OOH) media is enabling advertisers to engage with affluent consumers in important and growing markets such as China and elsewhere around the world.

The company deploys glasses-free 3D technology in cinemas to take advantage of the growth in audiences in China in terms of box office, number of cinemas and number of viewers.  In addition to traditional advertising revenue, we set out to monetise the benefits generated by user interaction with 3D panels by targeted social media advertising and, also by profit sharing from transactions.

In June 2018 the Company listed on The London Stock Exchange helping it to attract further investment to build out our business within China itself; the company’s current footprint in China represents less than 5% of the market there.

The digital signage market globally is expected to reach almost $30bn by 2024, compared to approximately $15bn in 2015.  We believe that this growth will be driven not only by new, higher resolution displays and new types of technology, but also by integrating digital displays with customers’ smart phones.

Company web site: www.gvmh.co.uk

Rakuten Bank, Ltd. provides Internet banking products and services in Japan.  It offers electronic financial settlement services.

Rakuten Bank, Ltd. was formerly known as eBANK Corporation and changed its name to Rakuten Bank, Ltd. in May 2010.  The company was founded in 2000 and is based in Tokyo, Japan.  It has operations in Grand Cayman, the British West Indies. As of February, 2009 Rakuten Bank, Ltd. operates as a subsidiary of Rakuten, Inc.

Brand CEO Alan Green talks Cadogan Petroleum #CAD, Chaarat Gold #CGH, Grand Vision #GVMH & #BSIF on Vox Markets podcast

Brand CEO Alan Green discusses Cadogan Petroleum #CAD, Chaarat Gold #CGH, Grand Vision Media Holdings #GVMH, Bluefield Solar Income Fund #BSIF, plus Bidstack #BIDS, Wey Education #WEY and Toople #TOOP with Justin Waite on the Vox Markets podcast.

Grand Vision Media Holdings #GVMH Announces the Appointment of a Strategic Partner in Korea

Grand Vision Media Holdings Plc today announces the appointment of a strategic partner in Korea.  GVMH has signed a strategic alliance agreement with CY Group in Korea.  CY Group is a privately held conglomerate with business interests in retail, cosmetics and marketing.

CY Group will introduce Korean advertisers to GVMH’s marketing services including GVMH’s cinema OOH network and its digital marketing solutions.  These services will be of particular interest to Korea’s tourism and retail sectors, which are keen to capture a bigger portion of tourist spending.  Korea has always been among the top travel destinations for Chinese tourists.  In 2018, number of visits by Chinese tourists increased by 15% to 4.8 million, representing 31.2% of total foreign tourist visits to the country1.

In addition, through the introduction by CY Group, GVMH is working with CJ CGV Cinemas to do a pilot project implementing GVMH’s cinema-centric marketing model in Korea.  GVMH will be installing glasses-free 3D advertising panels in several selected cinemas in Seoul to attract local advertisers.  CJ CGV is the largest multiplex cinema chain in Korea.  It currently operates at 463 locations internationally, including 151 locations in Korea2.

Jonathan Lo, CEO, said “GVMH continues its overseas expansion to capture a bigger share of Chinese outbound tourism marketing. With this new alliance, we are well placed to benefit by increasing our presence in Korea, one of the main tourist destinations for the Chinese.  We are continuing to develop our business in line with our strategy of working with local partners to reach new advertisers.  The pilot project with CJ CGV cinemas is also a significant milestone.  It means our business model of cinema-centric marketing and use of innovative visual technologies has universal appeal.”

1. The Korea Bizwire, January 23 2019 (http://koreabizwire.com/number-of-foreign-tourists-to-s-korea-up-15-pct-in-2018/131016)

2. Variety, 10 July 2018 (https://variety.com/2018/film/asia/korea-cj-cgv-seeks-10000-screens-worldwide-by-2020-1202870154/)

**ENDS**

For further information, photos and enquiries please contact:

Grand Vision Media Holdings plc Jonathan Lo / Ajay Rajpal
info@gvmh.co.uk
Tel: +44 (0) 20 7866 2145
Alfred Henry Corporate Finance Ltd, Corporate Advisor Nick Michaels / Jon Isaacs
enquiries@alfredhenry.com
Tel: +44 (0) 20 3772 0021
Alexander David Securities Ltd, Broker David Scott
david.scott@ad-securities.comJames Dewhurst
james.dewhurst@ad-securities.com
Tel: +44 (0) 20 7448 9820
Keene Communications, Public Relations Alex Glover
alex@keenecomms.com
Tel: +44 (0) 7887 610335

Company web site: www.gvmh.co.uk

About GVMH

Grand Vision Media Holdings Plc is an integrated out-door digital media company deploying innovative display and marketing technologies at strategic, high-traffic locations. Its glasses-free 3D technology in digital out-of-home (OOH) media is enabling advertisers to engage with affluent consumers in important and growing markets such as China and elsewhere around the world.

The company deploys glasses-free 3D technology in cinemas to take advantage of the growth in audiences in China in terms of box office, number of cinemas and number of viewers. In addition to traditional advertising revenue, we set out to monetise the benefits generated by user interaction with 3D panels by targeted social media advertising and, also by profit sharing from transactions.

In June 2018 the Company listed on The London Stock Exchange helping it to attract further investment to build out our business within China itself; the company’s current footprint in China represents less than 5% of the market there.

The digital signage market globally is expected to reach almost $30bn by 2024, compared to approximately $15bn in 2015. We believe that this growth will be driven not only by new, higher resolution displays and new types of technology, but also by integrating digital displays with customers’ smart phones.

Company web site: www.gvmh.co.uk

CY Group is a South Korean conglomerate holding company headquartered in Seoul.  It comprises numerous businesses in various industries of food and food service, pharmaceutics and biotechnology, entertainment and media, home shopping and logistics.

CJ CGV is the largest multiplex cinema chain in South Korea with branches in China, Indonesia, Myanmar, Turkey, Vietnam and the US.  It operates 3,412 screens at 455 locations in seven countries including 1,111 screens at 149 locations in South Korea.  CJ CGV introduced the first multiplex theatres in South Korea, and the company has been developing what it calls “cultureplex”, a space where eateries, performance halls, shops and multiplex theatres come together to provide a richer cultural experience to consumers, CGV Cheongdam Cine City, which opened in 2011 being an example.  CJ CGV listed on the Korean Stock Exchange in December 2004.   It is the first listed theatre chain in Korea.

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