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Share Name Share Symbol Market Type Share ISIN Share Description
Grand Vision Media Holdings Plc LSE:GVMH London Ordinary Share GB00BDHBGL97 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 2.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Media 1.2 -1.5 -1.5 - 2

Grand Vision Media Final Results

01/07/2020 7:00am

UK Regulatory (RNS & others)


 
TIDMGVMH 
 
London, 30 June 2020 
 
 
 
 
                        Grand Vision Media Holdings plc 
                          ( "GVMH" or the "Company") 
 
                                 Final results 
 
The CEO's Report 
 
The Company is pleased to present the first full year of trading following the 
reverse takeover of GVC Holdings Limited in 2018. Following the reverse 
takeover, the Group has continued to develop its business plan in line with 
market conditions, and has looked to further expand its geographical presence 
in Asia through strategic partnerships, whilst evaluating new technologies to 
promote the Out-of-home (OOH) advertising business. 
 
2019 was a difficult year for the Group, with major political unrest in Hong 
Kong in the second half of the year having an adverse effect on the Group's 
performance. 
 
Summary of Trading Results 
 
Trading during the first half of the year was in line with the prior year, with 
revenues exceeding the prior year by 6%. The conditions worsened in the second 
half of the year due to the political unrest in Hong Kong. There was a 
significant reduction in Chinese tourists to Hong Kong, and disruption to daily 
life, which resulted in reduced revenues in OOH advertising revenues and 
digital marketing revenues. Total revenue for the year was HK$12,034K [2018 : 
HK$18,026K], a decline of 33% compared to the prior year. 
 
The total comprehensive loss for the year was HK$14,957K [2018 : HK$32,290K]. 
Although this is significantly improved, the prior year included the costs of 
the reverse takeover of HK$5,259K. 
 
The Group has 200 panels [2018 : 180] in cinemas across China, and is 
evaluating other technologies to promote OOH advertising in the cinema space as 
well as other locations. 
 
Cash in hand at the end of the year was HK$510K. The Group successfully raised 
GBP670K in convertible loan notes in the year, and was pleased to be further 
supported by existing shareholders in this regard 
 
Outlook 
 
COVID-19 has had a significant adverse effect on the Group's performance in 
2020. The major restrictions on travel and closure of businesses has caused 
significant disruption and erosion of confidence. Sales for the first quarter 
of the year are below the prior year as a result of the ongoing cinema closures 
in China, resulting in reduced OOH advertising revenues, and reduced marketing 
budgets in Hong Kong due to the pandemic, resulting in reduced revenues for 
digital marketing. The outlook for 2020 remains uncertain due to the ongoing 
effects of COVID-19 on the business environment in China and Hong Kong. 
 
It is uncertain as to when trading conditions will return to normal, but the 
disruption to the Group is expected to last for a number of months. 
 
The Group has increased its focus on eCommerce marketing and services to 
mitigate against the decline in its traditional revenues, by leveraging its 
contact base and international business network. These services are 
predominantly targeted at suppliers of medical equipment, who have experienced 
a significant increase in activity levels as a result of the pandemic. 
 
The Group are also looking at expanding the OOH business model into Singapore, 
and to also include OOH advertising within vending machines and smart retail 
channels. 
 
Section 172 Statement 
 
The Directors are well aware of their duty under s172 of the Companies Act 2006 
to act in the way which they consider, in good faith, would be most likely to 
promote the success of the Company for the benefit of its members as a whole 
and, in doing so, to have regard (amongst other matters) to: 
 
* the likely consequences of any decision in the long term; 
 
* the interests of the Group's employees; 
 
* the need to foster the Group's business relationships with suppliers, 
customers and others; 
 
* the impact of the Group's operations on the community and the environment; 
 
* the desirability of the Group maintaining a reputation for high standards of 
business conduct; and 
 
* the need to act fairly between members of the Group. 
 
 The Board recognises that the long-term success of the Grand Vision Media 
Holdings Group requires positive interaction with its stakeholders. Positive 
engagement with stakeholders will enable our stakeholders to better understand 
the activities, needs and challenges of the business and enable the Board to 
better understand and address relevant stakeholder views which will assist the 
Board's in its decision making and to discharge its duties under Section 172 of 
the Companies Act 2006. 
 
In the following section we identify our key stakeholders, how we engage with 
them and key activities we have undertaken during the period in question. 
 
Our Strategic Partners 
 
The Company works closely with its major supplier Marvel Digital Limited and 
its cinema partners Dadi Cinema Group and Perfect World Cinema Group, who are 
important strategic partners with the Group. We have developed an open and 
transparent relationship with these partners, which promotes the long-term 
success for the Group. During 2019, we continued to work closely with Marvel to 
evaluate new technologies for OOH advertising. And with our cinema partners, we 
continued to evaluate their space to promote new ideas for mutual benefit. 
 
Our Shareholders 
 
The Company has been well-supported by its shareholders for many years, who 
have provided shareholder loans historically, and during 2019, some 
shareholders participated in the convertible loan note issue. The Company 
endeavours to keep shareholders updated on regulatory matters, and is committed 
to provide transparent information to them, both through the annual report and 
ad-hoc communications. 
 
Our Customers 
 
The Company strives to maintain strong relationships with its customers, which 
will promote long term growth. The relationships with customers who advertise 
with the Company are maintained through regular contact and relationship 
management. 
 
Our Employees 
 
The Company believes that good staff morale engenders increased efficiency and 
loyalty, and hence promotes staff welfare and well-being. Staff needs are 
constantly monitored and improved on an ongoing basis. 
 
Principal Risks and Uncertainties 
 
The Directors consider the following risk factors to be of relevance to the 
Group's activities. It should be noted that the list is not exhaustive and that 
other risk factors not presently known or currently deemed immaterial may 
apply. The risk factors are summarised below: 
 
i.     Development Risk 
 
The Group's development will be, in part, dependent on the ability of the 
Directors to continue to expand the current business and identify suitable 
investment opportunities and to implement the Group's strategy. There is no 
assurance that the Group will be successful in the expansion of the business, 
which is dependent on raising sufficient capital. 
 
ii.    Sector Risk 
 
The OOH media sector is subject to competition from other marketing channels 
and technologies, particularly the impact of digital marketing. 
 
We also compete with other OOH media locations, such as traffic hubs, elevators 
and other locations, which are more established. 
 
There is a risk of 3D technology not being well received, given that it is a 
new media platform in the OOH sector.  The Company is continuously looking for 
new and innovative platforms to differentiate itself, and there is no guarantee 
that these new platforms will be effective. 
 
iii.   Political and Regulatory Risk 
 
The  Group is subject to amendments to laws imposed by China and by other 
jurisdictions where the Group does business, including laws that govern the 
time, place and manner of advertising, that may impair or even prevent the 
Group from conducting its business. 
 
Furthermore, prior to distributing advertisements for certain commodities, 
advertising distributors and advertisers are obligated to ensure compliance to 
relevant regulations.  Violation of these regulations may result in penalties, 
including fines, confiscation of advertising income, orders to cease 
dissemination of the advertisements. 
 
In circumstances involving serious violations, the SAIC or its local branches 
may revoke violators' licenses or permits for advertising business operations. 
In addition, advertisers, advertising operators or advertising distributors may 
be subject to civil liability if they infringe on the legal rights and 
interests of third parties in the course of their advertising business. The 
Group has implemented procedures to ensure the content of our advertisement are 
properly reviewed and the advertisement would only be published upon the 
receipt of content approval from the relevant administrative authorities. 
However, the Group can provide no assurance that all the content of the 
advertisements is true and in full compliance with applicable laws. 
 
In the event that the  Group was in violation of such regulations the business, 
financial condition, results of operations and the prospects of the  Group 
could be materially and adversely affected. 
 
iv.   Environmental Risks and Hazards 
 
All phases of the Group's operations are subject to environmental regulation in 
the areas in which it operates. Environmental legislation is evolving in a 
manner that may require stricter standards and enforcement, increased fines and 
penalties for non-compliance, more stringent environmental assessments of 
proposed projects and a heightened degree of responsibility for companies and 
their officers, directors and employees. 
 
There is no assurance that existing or future environmental regulation will not 
materially adversely affect the Group's business, financial condition and 
results of operations. Environmental hazards may exist on the properties on 
which the Group holds interests that are unknown to the Group at present. The 
Board manages this risk by working with environmental consultants and by 
engaging with the relevant governmental departments and other concerned 
stakeholders. 
 
v.    Internal Control and Financial Risk Management 
 
The Board has overall responsibility for the Group's systems of internal 
control and for reviewing their effectiveness. The Group maintains systems 
which are designed to provide reasonable but not absolute assurance against 
material loss and to manage rather than eliminate risk. 
 
The key features of the Group's systems of internal control are as follows: 
 
o  Management structure with clearly identified responsibilities; 
 
o  Production of timely and comprehensive historical management information 
presented to the Board; 
 
o  Detailed budgeting and forecasting; 
 
o  Day to day hands on involvement of the Executive Directors and Senior 
Management; and 
 
o  Regular board and meetings and discussions with the Non-executive directors. 
 
The Group's activities expose it to several financial risks including cash flow 
risk, liquidity risk and foreign currency risk. 
 
vi.   Environmental Policy 
 
The Group is aware of the potential impact that its subsidiary and associate 
companies may have on the environment. The Group ensures that it complies with 
all local regulatory requirements and seeks to implement a best practice 
approach to managing environmental aspects. 
 
vii.  Health and Safety 
 
The Group's aim is to achieve and maintain a high standard of workplace safety. 
In order to achieve this objective, the Group provides ongoing training and 
support to employees and sets demanding standards for workplace safety. 
 
viii. Financing Risk 
 
The development of the Group's business may depend upon the Group's ability to 
obtain financing primarily through the raising of new equity capital or debt. 
The Group's ability to raise further funds may be affected by the success of 
existing and acquired investments. The Group may not be successful in procuring 
the requisite funds on terms which are acceptable to it (or at all) and, if 
such funding is unavailable, the Group may be required to reduce the scope of 
its investments or the anticipated expansion. Further, Shareholders' holdings 
of Ordinary Shares may be materially diluted if debt financing is not 
available. 
 
ix.   Credit Risk 
 
The Group does not have bank loans or other borrowings except for shareholder 
loans.  The Group has benefitted from further shareholder loans, although there 
is no guarantee that these will continue in the future. We have reviewed the 
accounts receivable and have made adequate provisions as appropriate. 
 
x.    Liquidity Risk 
 
The Directors have reviewed the working capital forecasts for the Group and 
believe that there is sufficient working capital to fund the business as it 
progresses to break even. The group is reliant on raising new capital for 
expansion, which is not guaranteed. 
 
xi.   Market Risk 
 
The group's investments is in its subsidiary, GVC Holdings Ltd. The shares are 
not readily tradable. 
 
xii.  Capital Risk 
 
The Group manages its capital resources to ensure that entities in the Group 
will be able to continue as a going concern, while maximising shareholder 
return. 
 
The capital structure of the Group consists of equity attributable to 
shareholders, comprising issued share capital and reserves. The availability of 
new capital will depend on many factors including a positive operating 
environment, positive stock market conditions, the Group's track record, and 
the experience of management. There are no externally imposed capital 
requirements.  The Directors are confident that adequate cash resources exist 
or will be made available to finance operations but controls over expenditure 
are carefully managed. 
 
xiii. Covid 19 Outbreak 
 
The group acknowledge the Covid -19 outbreak and impact of it on the company 
financials and worldwide economy which can be easily understandable. The 
pandemic which started spreading from mid-February 2020 to the world is still 
affecting a lot of people. Scientists are working to invent a proper vaccine of 
Covid -19. 
 
Going Concern 
 
The day to day working capital requirements and investment objectives are met 
by existing cash resources and the convertible loan notes issued during the 
year . At 31 December 2019 the Group had cash balance of HKD510k. The Group's 
forecasts and projections, taking into account increase in revenue from new 
streams and changes in the level of overhead costs, show that the company 
should be able to operate within its available cash resources. The directors 
have, at the time of approving the financial statements, a reasonable 
expectation that the Group has adequate resources to continue in existence for 
the foreseeable future. They therefore continue to adopt the going concern 
basis of accounting in preparing the financial statements. 
 
On behalf of the board 
 
Jonathan Lo 
 
Chief Executive Officer 
 
30 June 2020 
 
The full accounts are published below and will be posted on the Company's 
website and to shareholders this week. 
 
For more information: 
 
Grand Vision Media Holdings plc                 http://gvmh.co.uk/ 
 
Ajay Rajpal, 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 
 
                  DIRECTORS' REPORT AND FINANCIAL STATEMENTS 
 
                      FOR THE YEARED 31 DECEMBER 2019 
 
COMPANY INFORMATION 
 
Directors and Advisers 
 
Directors:                      Edward Kwan-Mang Ng (resigned 20 
                                January 2020) 
                                Ajay Kumar Rajpal - Non-Executive 
                                Director 
                                Jonathan Yat Pang Lo - Chief 
                                Executive Officer 
                                Frederick Chua Oon Kian (appointed 20 
                                January 2020) 
 
Company Number:                 10028625 
 
Company Secretary               International Registrars Limited 
                                Finsgate 
                                5-7 Cranwood Street 
                                London 
                                EC1V9EE 
 
Registered Address:             Finsgate 
                                5-7 Cranwood Street 
                                London 
                                EC2M 7LD 
 
Principal Banker:               Metro Bank 
                                1 Southampton Road 
                                London 
                                WC1B 5HA 
 
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                                                   9 
 
            Independent auditors' report                                       14 
 
            Statement of comprehensive income                                  20 
 
            Statement of financial position                                    21 
 
            Statement of changes in equity                                     23 
 
            Statement of cash flows                                            24 
 
            Notes to the financial statements                                  25 
 
 
                            STRATEGIC REVIEW REPORT 
 
                      FOR THE YEARED 31 DECEMBER 2019 
 
The CEO Report 
 
The Company is pleased to present the first full year of trading following the 
reverse takeover of GVC Holdings Limited in 2018. Following the reverse 
takeover, the Group has continued to develop its business plan in line with 
market conditions, and has looked to further expand its geographical presence 
in Asia through strategic partnerships, whilst evaluating new technologies to 
promote the Out-of-home (OOH) advertising business. 
 
2019 was a difficult year for the Group, with major political unrest in Hong 
Kong in the second half of the year having an adverse effect on the Group's 
performance. 
 
Summary of Trading Results 
 
Trading during the first half of the year was in line with the prior year, with 
revenues exceeding the prior year by 6%. The conditions worsened in the second 
half of the year due to the political unrest in Hong Kong. There was a 
significant reduction in Chinese tourists to Hong Kong, and disruption to daily 
life, which resulted in reduced revenues in OOH advertising revenues and 
digital marketing revenues. Total revenue for the year was HK$12,034K [2018 : 
HK$18,026K], a decline of 33% compared to the prior year. 
 
The total comprehensive loss for the year was HK$14,957K [2018 : HK$32,290K]. 
Although this is significantly improved, the prior year included the costs of 
the reverse takeover of HK$5,259K. 
 
The Group has 200 panels [2018 : 180] in cinemas across China, and is 
evaluating other technologies to promote OOH advertising in the cinema space as 
well as other locations. 
 
Cash in hand at the end of the year was HK$510K. The Group successfully raised 
GBP670K in convertible loan notes in the year, and was pleased to be further 
supported by existing shareholders in this regard 
 
Outlook 
 
COVID-19 has had a significant adverse effect on the Group's performance in 
2020. The major restrictions on travel and closure of businesses has caused 
significant disruption and erosion of confidence. Sales for the first quarter 
of the year are below the prior year as a result of the ongoing cinema closures 
in China, resulting in reduced OOH advertising revenues, and reduced marketing 
budgets in Hong Kong due to the pandemic, resulting in reduced revenues for 
digital marketing. The outlook for 2020 remains uncertain due to the ongoing 
effects of COVID-19 on the business environment in China and Hong Kong. 
 
It is uncertain as to when trading conditions will return to normal, but the 
disruption to the Group is expected to last for a number of months. 
 
The Group has increased its focus on eCommerce marketing and services to 
mitigate against the decline in its traditional revenues, by leveraging its 
contact base and international business network. These services are 
predominantly targeted at suppliers of medical equipment, who have experienced 
a significant increase in activity levels as a result of the pandemic. 
 
The Group are also looking at expanding the OOH business model into Singapore, 
and to also include OOH advertising within vending machines and smart retail 
channels. 
 
Section 172 Statement 
 
The Directors are well aware of their duty under s172 of the Companies Act 2006 
to act in the way which they consider, in good faith, would be most likely to 
promote the success of the Company for the benefit of its members as a whole 
and, in doing so, to have regard (amongst other matters) to: 
 
* the likely consequences of any decision in the long term; 
 
* the interests of the Group's employees; 
 
* the need to foster the Group's business relationships with suppliers, 
customers and others; 
 
* the impact of the Group's operations on the community and the environment; 
 
* the desirability of the Group maintaining a reputation for high standards of 
business conduct; and 
 
* the need to act fairly between members of the Group. 
 
 The Board recognises that the long-term success of the Grand Vision Media 
Holdings Group requires positive interaction with its stakeholders. Positive 
engagement with stakeholders will enable our stakeholders to better understand 
the activities, needs and challenges of the business and enable the Board to 
better understand and address relevant stakeholder views which will assist the 
Board's in its decision making and to discharge its duties under Section 172 of 
the Companies Act 2006. 
 
In the following section we identify our key stakeholders, how we engage with 
them and key activities we have undertaken during the period in question. 
 
Our Strategic Partners 
 
The Company works closely with its major supplier Marvel Digital Limited and 
its cinema partners Dadi Cinema Group and Perfect World Cinema Group, who are 
important strategic partners with the Group. We have developed an open and 
transparent relationship with these partners, which promotes the long-term 
success for the Group. During 2019, we continued to work closely with Marvel to 
evaluate new technologies for OOH advertising. And with our cinema partners, we 
continued to evaluate their space to promote new ideas for mutual benefit. 
 
Our Shareholders 
 
The Company has been well-supported by its shareholders for many years, who 
have provided shareholder loans historically, and during 2019, some 
shareholders participated in the convertible loan note issue. The Company 
endeavours to keep shareholders updated on regulatory matters, and is committed 
to provide transparent information to them, both through the annual report and 
ad-hoc communications. 
 
Our Customers 
 
The Company strives to maintain strong relationships with its customers, which 
will promote long term growth. The relationships with customers who advertise 
with the Company are maintained through regular contact and relationship 
management. 
 
Our Employees 
 
The Company believes that good staff morale engenders increased efficiency and 
loyalty, and hence promotes staff welfare and well-being. Staff needs are 
constantly monitored and improved on an ongoing basis. 
 
Principal Risks and Uncertainties 
 
The Directors consider the following risk factors to be of relevance to the 
Group's activities. It should be noted that the list is not exhaustive and that 
other risk factors not presently known or currently deemed immaterial may 
apply. The risk factors are summarised below: 
 
xiv.  Development Risk 
 
The Group's development will be, in part, dependent on the ability of the 
Directors to continue to expand the current business and identify suitable 
investment opportunities and to implement the Group's strategy. There is no 
assurance that the Group will be successful in the expansion of the business, 
which is dependent on raising sufficient capital. 
 
xv.   Sector Risk 
 
The OOH media sector is subject to competition from other marketing channels 
and technologies, particularly the impact of digital marketing. 
 
We also compete with other OOH media locations, such as traffic hubs, elevators 
and other locations, which are more established. 
 
There is a risk of 3D technology not being well received, given that it is a 
new media platform in the OOH sector.  The Company is continuously looking for 
new and innovative platforms to differentiate itself, and there is no guarantee 
that these new platforms will be effective. 
 
xvi.  Political and Regulatory Risk 
 
The  Group is subject to amendments to laws imposed by China and by other 
jurisdictions where the Group does business, including laws that govern the 
time, place and manner of advertising, that may impair or even prevent the 
Group from conducting its business. 
 
Furthermore, prior to distributing advertisements for certain commodities, 
advertising distributors and advertisers are obligated to ensure compliance to 
relevant regulations.  Violation of these regulations may result in penalties, 
including fines, confiscation of advertising income, orders to cease 
dissemination of the advertisements. 
 
In circumstances involving serious violations, the SAIC or its local branches 
may revoke violators' licenses or permits for advertising business operations. 
In addition, advertisers, advertising operators or advertising distributors may 
be subject to civil liability if they infringe on the legal rights and 
interests of third parties in the course of their advertising business. The 
Group has implemented procedures to ensure the content of our advertisement are 
properly reviewed and the advertisement would only be published upon the 
receipt of content approval from the relevant administrative authorities. 
However, the Group can provide no assurance that all the content of the 
advertisements is true and in full compliance with applicable laws. 
 
In the event that the  Group was in violation of such regulations the business, 
financial condition, results of operations and the prospects of the  Group 
could be materially and adversely affected. 
 
xvii. Environmental Risks and Hazards 
 
All phases of the Group's operations are subject to environmental regulation in 
the areas in which it operates. Environmental legislation is evolving in a 
manner that may require stricter standards and enforcement, increased fines and 
penalties for non-compliance, more stringent environmental assessments of 
proposed projects and a heightened degree of responsibility for companies and 
their officers, directors and employees. 
 
There is no assurance that existing or future environmental regulation will not 
materially adversely affect the Group's business, financial condition and 
results of operations. Environmental hazards may exist on the properties on 
which the Group holds interests that are unknown to the Group at present. The 
Board manages this risk by working with environmental consultants and by 
engaging with the relevant governmental departments and other concerned 
stakeholders. 
 
xviii.             Internal Control and Financial Risk Management 
 
The Board has overall responsibility for the Group's systems of internal 
control and for reviewing their effectiveness. The Group maintains systems 
which are designed to provide reasonable but not absolute assurance against 
material loss and to manage rather than eliminate risk. 
 
The key features of the Group's systems of internal control are as follows: 
 
o  Management structure with clearly identified responsibilities; 
 
o  Production of timely and comprehensive historical management information 
presented to the Board; 
 
o  Detailed budgeting and forecasting; 
 
o  Day to day hands on involvement of the Executive Directors and Senior 
Management; and 
 
o  Regular board and meetings and discussions with the Non-executive directors. 
 
The Group's activities expose it to several financial risks including cash flow 
risk, liquidity risk and foreign currency risk. 
 
xix.  Environmental Policy 
 
The Group is aware of the potential impact that its subsidiary and associate 
companies may have on the environment. The Group ensures that it complies with 
all local regulatory requirements and seeks to implement a best practice 
approach to managing environmental aspects. 
 
xx.   Health and Safety 
 
The Group's aim is to achieve and maintain a high standard of workplace safety. 
In order to achieve this objective, the Group provides ongoing training and 
support to employees and sets demanding standards for workplace safety. 
 
xxi.  Financing Risk 
 
The development of the Group's business may depend upon the Group's ability to 
obtain financing primarily through the raising of new equity capital or debt. 
The Group's ability to raise further funds may be affected by the success of 
existing and acquired investments. The Group may not be successful in procuring 
the requisite funds on terms which are acceptable to it (or at all) and, if 
such funding is unavailable, the Group may be required to reduce the scope of 
its investments or the anticipated expansion. Further, Shareholders' holdings 
of Ordinary Shares may be materially diluted if debt financing is not 
available. 
 
xxii. Credit Risk 
 
The Group does not have bank loans or other borrowings except for shareholder 
loans.  The Group has benefitted from further shareholder loans, although there 
is no guarantee that these will continue in the future. We have reviewed the 
accounts receivable and have made adequate provisions as appropriate. 
 
xxiii.             Liquidity Risk 
 
The Directors have reviewed the working capital forecasts for the Group and 
believe that there is sufficient working capital to fund the business as it 
progresses to break even. The group is reliant on raising new capital for 
expansion, which is not guaranteed. 
 
xxiv.             Market Risk 
 
The group's investments is in its subsidiary, GVC Holdings Ltd. The shares are 
not readily tradable. 
 
xxv. Capital Risk 
 
The Group manages its capital resources to ensure that entities in the Group 
will be able to continue as a going concern, while maximising shareholder 
return. 
 
The capital structure of the Group consists of equity attributable to 
shareholders, comprising issued share capital and reserves. The availability of 
new capital will depend on many factors including a positive operating 
environment, positive stock market conditions, the Group's track record, and 
the experience of management. There are no externally imposed capital 
requirements.  The Directors are confident that adequate cash resources exist 
or will be made available to finance operations but controls over expenditure 
are carefully managed. 
 
xxvi.             Covid 19 Outbreak 
 
The group acknowledge the Covid -19 outbreak and impact of it on the company 
financials and worldwide economy which can be easily understandable. The 
pandemic which started spreading from mid-February 2020 to the world is still 
affecting a lot of people. Scientists are working to invent a proper vaccine of 
Covid -19. 
 
Going Concern 
 
The day to day working capital requirements and investment objectives are met 
by existing cash resources and the convertible loan notes issued during the 
year . At 31 December 2019 the Group had cash balance of HKD510k. The Group's 
forecasts and projections, taking into account increase in revenue from new 
streams and changes in the level of overhead costs, show that the company 
should be able to operate within its available cash resources. The directors 
have, at the time of approving the financial statements, a reasonable 
expectation that the Group has adequate resources to continue in existence for 
the foreseeable future. They therefore continue to adopt the going concern 
basis of accounting in preparing the financial statements. 
 
On behalf of the board 
 
Jonathan Lo 
 
Chief Executive Officer 
 
30 June 2020 
 
                               DIRECTORS' REPORT 
 
                      FOR THE YEARED 31 DECEMBER 2019 
 
The directors present their report together with the accounts of Grand Vision 
Media Holdings Plc ("the Company") and its subsidiary undertakings (together 
'the group') for the year ended 31 December 2019. 
 
Results and dividends 
 
The trading results for the Group are set out in the consolidated statement of 
comprehensive income and the consolidated statement of financial position at 
the end of the year. 
 
The directors have not recommended a dividend. 
 
Directors 
 
The following directors have held office during the period: 
 
         Edward Kwan-Mang Ng (resigned 20 January 2020) 
 
         Ajay Kumar Rajpal 
 
         Jonathan Yat Pang Lo 
 
Directors' interests 
 
At the date of this report the directors held the following beneficial interest 
in the ordinary share capital and share options of the company: 
 
Director              Beneficial Shareholding     Beneficial         Percentage of the 
                      (Held through Cyber Lion    Shareholding           Company's 
                              Limited)                                ordinary Share 
                                                                          Capital 
 
Edward Kwan-Mang                 -                        -                  - 
Ng 
 
Ajay Kumar Rajpal                -                        -                  - 
 
Jonathan Yat Pang                -                    22,438,842           23.3% 
Lo 
 
 
 
Director                                         Options 
 
Edward Kwan-Mang Ng                              3,000,000 
 
Ajay Kumar Rajpal                                3,000,000 
 
Jonathan Yat Pang Lo                             6,000,000 
 
Totals                                           12,000,000 
 
Substantial Interests 
 
The Company has been informed of the following shareholdings that represent 3% 
or more of the issued ordinary shares of the company as at the date of this 
report. 
 
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% 
 
Win Network International               7,328,000                    7.61% 
Limited * 
 
Timenow Ltd                           4,499,016                      4.67% 
 
Vaiatrax Holdings Ltd                 3,936,639                      4.09% 
 
Tamperzem Holding Ltd                 3,374,262                      3.50% 
 
*Beneficially owned by 
Stephen Lo 
 
 
Financial risk and management of capital 
 
The major balances and financial risks to which the company is exposed to and 
the controls in place to minimise those risks are disclosed in Note 20. 
 
A description of how the company manages its capital is also disclosed in Note 
19. 
 
The Board considers and reviews these risks on a strategic and day-to-day basis 
in order to minimise any potential exposure. 
 
Emissions 
 
The Group is not an intensive user of fossil fuels or electricity. As a result, 
it is not practical to determine carbon emission with any degree of accuracy. 
 
Financial instruments 
 
The company has not entered into any financial instruments to hedge against 
interest rate or exchange rate risk. 
 
Supplier payment policy 
 
It is the Group's payment policy to pay suppliers in line with industry norms. 
These payables are paid on a timely basis within contractual terms which is 
generally 30 to 60 days from date of receipt of invoice. 
 
Auditors 
 
Jeffreys Henry LLP were appointed auditors to the company and in accordance 
with section 485 of the Companies Act 2006, a resolution proposing that they be 
re-appointed will be put at a General Meeting. 
 
Statement of directors' responsibilities 
 
The directors are responsible for preparing the Directors' Report and the 
financial statements in accordance with applicable law and regulations. 
 
Company law requires the directors to prepare Group and parent company 
financial statements for each financial year. Under that law the directors have 
elected to prepare the financial statements in accordance with International 
Financial Reporting Standards (IFRS) as adopted for use in the European Union. 
Under company law the directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of 
affairs of the group and company and of the group's profit or loss for that 
period. In preparing these financial statements, the directors are required to: 
 
·     select suitable accounting policies and then apply them consistently; 
 
·     make judgements and accounting estimates that are reasonable and prudent; 
 
·     state whether they have been prepared in accordance with IFRS as adopted 
by the European Union 
 
·     prepare the financial statements on the going concern basis unless it is 
inappropriate to presume that the company will continue in business. 
 
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the company's transactions and disclose with 
reasonable accuracy at any time the financial position of the group and 
company. They are also responsible for safeguarding the assets of the group and 
company and hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities. 
 
The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company's website. 
 
Corporate Governance 
 
The Board recognises that good standards of corporate governance help the 
Company to achieve its strategic goals and is vital for the success of the 
Company.  The Company adopts proper standards of corporate governance and 
follows the principles of best practice set out in Corporate Governance Code 
(2018), as far as is appropriate for the size and nature of the Company and the 
Group. These principles are disclosed on our website in the Corporate 
Governance section. 
 
Application of principles of good governance by to board of directors 
 
The board currently comprises the two directors: Ajay Kumar Rajpal and Jonathan 
Yat Pang Lo. 
 
There are regular board meetings each year and other meetings are held as 
required to direct the overall Company strategy and operations. Board meetings 
follow a formal agenda covering matters specifically reserved for decision by 
the board. These cover key areas of the Company's affairs including overall 
strategy, acquisition policy, approval of budgets, major capital expenditure 
and significant transactions and financing issues. 
 
The board undertakes a formal annual evaluation of its own performance and that 
of its committees and individual directors, through discussions and one-to-one 
reviews with the chairman and the senior independent director. 
 
Statement of disclosure to auditors 
 
Each person who is a Director at the date of approval of this Annual Report 
confirms that: 
 
*       So far as the Directors are aware, there is no relevant audit 
information of which the Company's auditors are unaware; and 
 
*       Each Director has taken all the steps that he ought to have taken as 
Director in order to make himself aware of any relevant audit information and 
to establish that the Company's auditors are aware of that information. 
 
*       Each Director is aware of and concurs with the information included in 
the Strategic Report. 
 
Post Balance Sheet Events 
 
Further information on events after the reporting date is set out in note 24. 
 
Branches Outside the UK 
 
The Group head office is in Hong Kong and the subsidiaries are located in Hong 
Kong and China. 
 
The Directors' have chosen to produce a Strategic Report that discloses a fair 
review of the Group's business, the key performances metrics that the Directors 
review along with a review of the key risks to the business. 
 
In accordance with Section 414C (1) of the Companies Act 2006, the group 
chooses to report the review of the business, the future outlook and the risks 
and uncertainties faced by the Company in The Strategic Report on page 4. 
 
Directors' Remuneration Report 
 
The information included in this section is not subject to audit other than 
where specifically indicated. 
 
The remuneration committee consisted of Ajay Rajpal and Edward Ng. This 
committee's primary function is to review the performance of executive 
directors and senior employees and set their remuneration and other terms of 
employment. 
 
                                    2019             2018 
 
Director                            Options Vested   Options Vested 
 
Edward Ng                           1,000,000        1,000,000 
 
Ajay Rajpal                         1,000,000        1,000,000 
 
Jonathan Lo                         2,000,000        2,000,000 
 
Totals                              4,000,000        4,000,000 
 
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 
 
                                              2019       2018       2019       2018 
 
                                           HK$'000    HK$'000    HK$'000    HK$'000 
 
Edward Ng                                       60        100          -          - 
 
Ajay Rajpal                                    240        286        120         70 
 
Jonathan Lo                                  1,080        863        480        245 
 
                                             1,380      1,249        600        315 
 
Note: Amounts for 2018 have been restated to actual amounts paid. Amounts for 
2019 are based on actual amounts paid. 
 
No pension contributions were made by the company on behalf of its directors 
apart for Jonathan Lo of HKD18K. 
 
Cyber Lion Limited, a company controlled by Edward Ng and Ajay Rajpal, charged 
consultancy fees of HKD788K to GVC Holdings Limited in the period. 
 
Approval by shareholders 
 
At the next annual general meeting of the company a resolution approving this 
report is to be proposed as an ordinary resolution. 
 
This report was approved by the board on 30th June 2020. 
 
On behalf of the board 
 
__________________ 
 
Jonathan Lo 
 
Director 
 
30 June 2020 
 
                         INDEPENT AUDITOR'S REPORT 
 
               TO THE MEMBERS OF GRAND VISION MEDIA HOLDINGS PLC 
 
Opinion 
 
We have audited the financial statements of Grand Vision Media Holdings Plc 
(the 'parent company') and its subsidiaries (the 'group') for the year ended 31 
December 2019 which comprise the consolidated statement of comprehensive 
income, the consolidated and company statements of financial position, the 
consolidated and company statements of cash flows, the consolidated and company 
statements of changes in equity and notes to the financial statements, 
including a summary of significant accounting policies. 
 
In our opinion: 
 
·     the financial statements give a true and fair view of the state of the 
group's and of the parent company's affairs as at 31 December 2019 and of the 
group's loss for the year then ended; 
 
·     the group financial statements have been properly prepared in accordance 
with IFRSs as adopted by the European Union; 
 
·     the parent company financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union and as applied in 
accordance with the provisions of the Companies Act 2006; and 
 
·     the financial statements have been prepared in accordance with the 
requirements of the Companies Act 2006. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the Auditor's responsibilities for the audit of the 
financial statements section of our report. We are independent of the company 
in accordance with the ethical requirements that are relevant to our audit of 
the financial statements in the UK, including the FRC's Ethical Standard as 
applied to listed entities, and we have fulfilled our other ethical 
responsibilities in accordance with these requirements. We believe that the 
audit evidence we have obtained is sufficient and appropriate to provide a 
basis for our opinion. 
 
Material uncertainty related to going concern 
 
We draw attention to note 2.3 in the financial statements, which explains that 
the Group has incurred significant operating losses and negative cash flows 
from operations. The trade of the Group had a significant negative impact due 
to the political unrest in Hong Kong during 2019 and due to COVID-19 pandemic 
during 2020 from the closure of cinemas across China and Hong Kong. The Group 
forecasts include revenue derived from new revenue streams, upon which the 
Group is dependent to meet its current cash requirements. The directors are 
satisfied that the revenue from these ventures will commence during 2020 and 
will generate sufficient cashflow to support the cash requirements of the 
Group. These events or conditions, along with other matters as set out in note 
2.3 indicate that a material uncertainty exists that may cast doubt on the 
Group's ability to continue as a going concern. Our opinion is not modified in 
respect of this matter. 
 
Key audit matters 
 
Key audit matters are those matters that, in our professional judgment, were of 
most significance in our audit of the financial statements of the current 
period and include the most significant assessed risks of material misstatement 
(whether or not due to fraud) we identified, including those which had the 
greatest effect on: the overall audit strategy, the allocation of resources in 
the audit; and directing the efforts of the engagement team. These matters were 
addressed in the context of our audit of the financial statements as a whole, 
and in forming our opinion thereon, and we do not provide a separate opinion on 
these matters. This is not a complete list of all risks identified by our 
audit. 
 
·     Going concern issues 
 
·     Carrying value of investments and recoverability of intercompany loans 
 
These are explained in more detail below: 
 
Key audit matter                            How our audit addressed the key audit 
                                            matter 
 
Possible impairment of long-term investment Our audit procedures: 
and loans to subsidiaries (Parent)          ·    We have reviewed the consolidated 
During the year the Company had Investment  financials which incldues all the 
in subsidiary of HK$114,572K and Loans of   subsidiaries of the Company; 
HK$ 18,107k.                                ·    We reviewed the latest psot year end 
The directors have assessed whether the     management accounts for all subsidiaries 
investment and loans shows any indicators   to confirm results achieved; 
of impairment. The directors concluded that ·    We assessed the methodology used by 
no impairment was required to the above     management to estimate the future 
balances.                                   profitability of GVC Holdings Group and 
The risk is that the subsidiaries may not   recoverable value of the investment, in 
be able to generate sufficient profits and  conjunction with any intra-group 
provide the expected return on capital      balances, to ensure that the method used 
invested.                                   is appropriate; 
                                            ·    We reviewed the long term cashflow 
                                            forecasts and impairment reviews prepared 
                                            by management, challenged their 
                                            assumptions and reviewed supprting 
                                            evidence confirming the reasonability of 
                                            the future revenues, profitability and 
                                            cashflows; 
                                            ·    We stress tested management's 
                                            conclusion that no impairment was 
                                            required, by carrying out sensitivity 
                                            analysis on key assumptions used in the 
                                            impairment review and forecasts; 
                                            ·    We assessed the appropriateness and 
                                            applicability of discount rate applied in 
                                            arriving at the net present value of 
                                            expected results; 
 
                                            Based on the audit work performed we are 
                                            satisfied that the management have taken 
                                            into account all factors surrounding the 
                                            business in arriving at the valuation of 
                                            the subsidiaries. 
 
Going concern assumption                    Our audit procedures: 
                                            ·    We evaluated the suitability of 
The Group is dependent upon its ability to  management's model for the forecast; 
generate sufficient cash flows to meet      The forecast includes a number of 
continued operational costs and hence       assumptions related to future cash flows 
continue trading.                           and associated risks. Our audit work has 
Although the current loss-making status is  focused on evaluating and challenging the 
as expected due its relative newness, given reasonableness of these assumptions and 
the scale of cash outflows, the Group needs their impact on the forecast period and 
to be generating sufficient revenues to     ensuring that all key matters are 
sustain its position. The going concern     correctly disclosed in the going concern 
assumptions is dependent on future growth   note. 
of the current business and emergence of    Specifically, we obtained, challenged and 
new revenue streams.                        assessed management's going concern 
The Directors have considered the cash      forecast and performed procedures 
requirements of the business for the        including: 
following 12 months. As part of this        ·  Verifying the consistency of key 
process, they have taken into account       inputs and fund raisers relating to 
existing liabilities, along with detailed   future costs to other financial and 
operating cashflow requirements. The        operational information obtained during 
projections prepared include ongoing        the audit; 
running costs of the Group and committed    ·  Corroborated with management relating 
expenditure at the date of approving the    to future cash inflows; 
financial statements.                       ·  We reviewed the latest management 
Key assumptions are revenue from new        accounts to gauge the financial position; 
commission only contracts and reduction in  ·  We performed sensitivity analysis on 
costs across the Group through various cost the cash flow forecasts prepared by the 
cutting measures.                           directors. 
There are therefore inherent risks that the Based on the audit work performed we are 
forecasts may overstate future revenue due  satisfied that although there are 
to the timing of closure of future          material uncertainties associated with 
contracts, or understate future costs, and  the forecast, the Group's revenue 
that the Group will not be able to operate  pipeline will provide required support to 
within its cash resources and continue to   the business. We are also satisfied that 
operate as a going concern.                 all necessary disclosures have been made 
                                            in the consolidated financial statements. 
 
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 700,000.                   HKD 119,000. 
 
How we determined it    5% of Net Loss.                10% of Net Loss. 
 
Rationale for           We believe that loss before    We believe that loss before 
benchmark applied       tax is a primary measure used  tax is a primary measure used 
                        by shareholders in assessing   by shareholders in assessing 
                        the performance of the Company the performance of the Company 
                        and is a generally accepted    and is a generally accepted 
                        auditing benchmark.            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$1,000 and HK$343,000. 
 
We agreed with the Audit Committee that we would report to them misstatements 
identified during our audit above HK$14,000 as well as misstatements below 
those amounts that, in our view, warranted reporting for qualitative reasons. 
 
An overview of the scope of our audit 
 
As part of designing our audit, we determined materiality and assessed the 
risks of material misstatement in the financial statements. In particular, we 
looked at where the directors made subjective judgments, for example in respect 
of significant accounting estimates that involved making assumptions and 
considering future events that are inherently uncertain. As in all of our 
audits we also addressed the risk of management override of internal controls, 
including evaluating whether there was evidence of bias by the directors that 
represented a risk of material misstatement due to fraud. 
 
How we tailored the audit scope 
 
We tailored the scope of our audit to ensure that we performed enough work to 
be able to give an opinion on the financial statements as a whole, taking into 
account the structure of the Group and the Company, the accounting processes 
and controls, and the industry in which they operate. 
 
The Group financial statements are a consolidation of 10 reporting units, 
comprising the Group's operating businesses and holding companies. 
 
We performed audits of the complete financial information of Grand Vision Media 
Holdings Plc, and GVC Holdings Ltd reporting units, which were individually 
financially significant and accounted for 100% of the Group's revenue and 100% 
of the Group's absolute profit before tax (i.e. the sum of the numerical values 
without regard to whether they were profits or losses for the relevant 
reporting units). We also performed specified audit procedures over goodwill 
and other intangible assets, as well as certain account balances and 
transaction classes that we regarded as material to the Group at 10 reporting 
units. 
 
Other information 
 
The directors are responsible for the other information. The other information 
comprises the information included in the annual report, other than the 
financial statements and our auditor's report thereon. Our opinion on the 
financial statements does not cover the other information and, except to the 
extent otherwise explicitly stated in our report, we do not express any form of 
assurance conclusion thereon. 
 
In connection with our audit of the financial statements, our responsibility is 
to read the other information and, in doing so, consider whether the other 
information is materially inconsistent with the financial statements or our 
knowledge obtained in the audit or otherwise appears to be materially 
misstated. If we identify such material inconsistencies or apparent material 
misstatements, we are required to determine whether there is a material 
misstatement in the financial statements or a material misstatement of the 
other information. If, based on the work we have performed, we conclude that 
there is a material misstatement of this other information, we are required to 
report that fact. We have nothing to report in this regard. 
 
Opinion on other matters prescribed by the Companies Act 2006 
 
In our opinion, based on the work undertaken in the course of the audit: 
 
·     the information given in the strategic report and the directors' report 
for the financial year for which the financial statements are prepared is 
consistent with the financial statements; and 
 
·     the strategic report and the directors' report have been prepared in 
accordance with applicable legal requirements. 
 
Matters on which we are required to report by exception 
 
In the light of the knowledge and understanding of the group and parent company 
and its environment obtained in the course of the audit, we have not identified 
material misstatements in the strategic report or the directors' report. 
 
We have nothing to report in respect of the following matters in relation to 
which the Companies Act 2006 requires us to report to you if, in our opinion: 
 
·     adequate accounting records have not been kept by the parent company, or 
returns adequate for our audit have not been received from branches not visited 
by us; or 
 
·     the parent company financial statements [and the part of the directors' 
remuneration report to be audited] are not in agreement with the accounting 
records and returns; or 
 
·     certain disclosures of directors' remuneration specified by law are not 
made; or 
 
·     we have not received all the information and explanations we require for 
our audit. 
 
Responsibilities of directors 
 
As explained more fully in the directors' responsibilities statement [set out 
on page 9], the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view, and for 
such internal control as the directors determine is necessary to enable the 
preparation of financial statements that are free from material misstatement, 
whether due to fraud or error. 
 
In preparing the financial statements, the directors are responsible for 
assessing the group's and parent company's ability to continue as a going 
concern, disclosing, as applicable, matters related to going concern and using 
the going concern basis of accounting unless the directors either intend to 
liquidate the group or the parent company or to cease operations, or have no 
realistic alternative but to do so. 
 
Auditor's responsibilities for the audit of the financial statements 
 
Our objectives are to obtain reasonable assurance about whether the financial 
statements as a whole are free from material misstatement, whether due to fraud 
or error, and to issue an auditor's report that includes our opinion. 
Reasonable assurance is a high level of assurance but is not a guarantee that 
an audit conducted in accordance with ISAs (UK) will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and 
are considered material if, individually or in the aggregate, they could 
reasonably be expected to influence the economic decisions of users taken on 
the basis of these financial statements. 
 
A further description of our responsibilities for the audit of the financial 
statements is located on the Financial Reporting Council's website at: 
 
www.frc.org.uk/auditorsresponsibilities. This description forms part of our 
auditor's report. 
 
Other matters which we are required to address 
 
The non-audit services prohibited by the FRC's Ethical Standard were not 
provided to the group or the parent company and we remain independent of the 
group and the parent company in conducting our audit. 
 
Our audit opinion is consistent with the additional report to the audit 
committee. 
 
Use of this report 
 
This report is made solely to the company's members, as a body, in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the company's members those matters we are 
required to state to them in an auditor's report and for no other purpose. To 
the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company's members as a body, for our 
audit work, for this report, or for the opinions we have formed. 
 
Sanjay Parmar (Senior Statutory Auditor) 
 
For and on behalf of Jeffreys Henry LLP (Statutory Auditors) 
 
Finsgate 
 
5-7 Cranwood Street 
 
London EC1V 
9EE 
 
 
30 June 2020 
 
Statements of Comprehensive Income 
 
                                            Group       Group      Company      Company 
 
                                          For the     For the For the year For the year 
                                             year        year 
 
                                            ended       ended        ended        ended 
 
                                      31 December 31 December  31 December  31 December 
                                             2019        2018         2019         2018 
 
                                Note      HK$'000     HK$'000      HK$'000      HK$'000 
 
Revenue                           4        12,034      18,026            -            - 
 
Cost of sales                            (10,648)    (12,140)            -            - 
 
Gross profit                                1,386       5,886            -            - 
 
Other income                      4           184          79            -            - 
 
                                            1,570       5,965            -            - 
 
Administrative expenses           6      (16,442)    (38,711)      (2,593)     (12,258) 
 
(Loss)/profit for the period             (14,872)    (32,746)      (2,593)     (12,258) 
from operations 
 
Finance costs                     5         (223)       (316)            -            - 
 
(Loss)/profit for the period             (15,095)    (33,062)      (2,593)     (12,258) 
before tax 
 
Income tax expense                7             -           -            -            - 
 
(Loss)/profit for the period             (15,095)    (33,062)      (2,593)     (12,258) 
 
Other comprehensive income 
(loss)/income 
 
Items that are or may be                        -           -            -            - 
reclassified subsequently to 
profit or loss 
 
Exchange differences arising on               138         772           87          672 
translation of foreign 
operations 
 
Total comprehensive (loss)/              (14,957)    (32,290)      (2,506)     (11,586) 
income for the period 
 
(Loss)/ profit attributable to 
 
Equity holders of parent                 (15,221)    (33,069)      (2,593)     (11,586) 
company 
 
Non-controlling interests                     126           7            -            - 
 
                                         (15,095)    (33,062)      (2,593)     (11,586) 
 
Total comprehensive (loss) / income 
attributable to: 
 
Equity holders of the parent             (15,083)    (33,297)      (2,506)     (11,586) 
company 
 
Non-controlling interests                     126           7            -            - 
 
                                         (14,957)    (32,290)      (2,506)     (11,586) 
 
Earnings/(loss) per shares -      8        (0.16)      (0.34)      (0.027)       (0.12) 
Basic and diluted HK$ 
 
Statements of financial position 
 
                                            Group         Group      Company      Company 
 
                                            As at         As at        As at        As at 
 
                                      31 December   31 December  31 December  31 December 
                                             2019          2018         2019         2018 
 
                              Notes       HK$'000       HK$'000      HK$'000      HK$'000 
 
Assets 
 
Non-current assets 
 
Property, plant and equipment   9                         2,183            -            - 
                                             165 
 
Right of use assets (IFRS16)   11           1,710             -            -            - 
 
Investment in Subsidiaries     12               -             -      114,572      114,572 
 
Amount due from subsidiaries   12               -             -       18,107            - 
 
Total non-current assets                    1,875         2,183      132,679      114,572 
 
Current assets 
 
Inventories                    10           1,004         1,707            -            - 
 
Trade and other receivables    13           6,403         5,104           52           48 
 
Deposits and prepayments       13             395         1,036            -            - 
 
Amount due from subsidiaries   13               -             -            -       11,412 
 
Cash and cash equivalents      14             510         2,552          114          783 
 
Total current assets                        8,312        10,399          166       12,243 
 
Total assets                               10,187        12,582      132,845      126,815 
 
Equity and liabilities 
 
Equity 
 
Share capital                  19          96,017        96,017       96,017       96,017 
 
Share premium                              44,106        44,106       44,106       44,106 
 
Group Re-organization Reserve            (96,631)      (96,631)            -            - 
 
Capital Contribution arising                  844             -            -            - 
from Shareholder's Loan 
 
Other Reserves                              3,849         1,447        3,849        1,447 
 
Exchange Reserves                           4,509           449          266            - 
 
Accumulated deficit                      (69,348)      (54,215)     (18,077)     (15,571) 
 
Equity attributable to owners            (16,654)       (8,827)      126,161      125,999 
of the parent 
 
Non-controlling interests                 (3,284)       (3,410)            -            - 
 
Total equity                             (19,938)      (12,237)      126,161      125,999 
 
Liabilities 
 
Non-current liabilities 
 
Shareholder loans              18          14,715         8,676        5,822            - 
 
Total non-current liabilities              14,715         8,676        5,822            - 
 
Current liabilities 
 
Trade and other payables       15          13,051        15,728          862          816 
 
Lease Liability                21           1,761             -            -            - 
 
Amount due to a director                      515           304            -            - 
 
Deposits received                              84           111            -            - 
 
Total current liabilities                  15,410        16,143          862          816 
 
Total liabilities                          30,020        24,819        6,684          816 
 
Total equity and liabilities               10,187        12,582      132,845      126,815 
 
 
 
 
Approved by the Board and authorised for issue on 30 June 2020 
 
Jonathan Lo 
 
Director 
 
?             Company Registration No. 10028625 
 
Statements of Changes in Equity 
 
                                   Attributable to the Company 
 
                    Share   Share    Other Exchange Retained    Total    Total 
                  capital premium reserves reserves earnings            equity 
 
                  HK$'000 HK$'000  HK$'000  HK$'000  HK$'000  HK$'000  HK$'000 
 
Balance at 1        6,571   2,706        -        -  (3,985)    5,292    5,292 
January 2018 
 
(Loss) for the          -       -    1,447        - (12,258) (10,811) (10,811) 
year 
 
Other                   -       -        -        -      672      672      672 
comprehensive 
income 
 
Total                   -       -    1,447        - (11,586) (10,139) (10,139) 
comprehensive 
income 
 
Issue of share     89,446  41,400        -        -        -  130,846  130,846 
capital 
 
Balance at 31      96,017  44,106    1,447        - (15,571)  125,999  125,999 
December 2018 
 
Change in equity 
for 2019 
 
(Loss) for the          -       -        -      266  (1,186)    (920)    (920) 
year 
 
Convertible loan        -       -    1,082        -        -    1,082    1,082 
note 
 
Share based             -       -    1,320        -  (1,320)        -        - 
payments 
 
Total                   -       -    2,402      266  (2,506)    3,240    3,240 
comprehensive 
income 
 
Balance at 31      96,017  44,106    3,849      266 (18,077)  126,161  126,161 
December 2019 
 
 
Statements of Changes in Equity 
 
Attributable to the Group 
 
                  Share   Share     Reverse   Other Exchange      Capital Retained    Total Non-controlling    Total 
                capital premium Acquisition reserve  reserve contribution earnings                interests   equity 
                                    reserve                      reserves 
 
                HK$'000 HK$'000     HK$'000 HK$'000  HK$'000      HK$'000  HK$'000  HK$'000         HK$'000  HK$'000 
 
GVMH PLC 
 
Balance at 19    99,782  45,835           -       -        -            - (21,918)  123,699               -  123,699 
June 2018 
 
Capital               -                 844       -        -        (844)        -        -               -        - 
Contribution 
 
Share issue     (3,765)       -           -       -        -            -        -  (3,765)               -  (3,765) 
 
Share Premium         - (1,729)           -       -        -            -        -  (1,729)               -  (1,729) 
 
Re-Organization       -       -    (97,475)       -        -            -        - (97,475)               - (97,475) 
Reserve 
 
Exchange              -       -           -       -      449            -        -      449               -      449 
Reserve 
 
Share based           -       -           -   1,447        -            -        -    1,447               -    1,447 
payment 
 
Non-Controlling       -       -           -       -        -            -        -        -               7        7 
Interest 
 
Loss for the          -       -           -       -        -            - (32,297) (32,297)               - (32,297) 
period 
 
Balance at 31    96,017  44,106    (96,631)   1,447      449            - (54,215)  (8,827)         (3,410) (12,237) 
December 2018 
 
GVMH PLC 
 
Balance at 1     96,017  44,106    (96,631)   1,447      449            - (54,215)  (8,827)         (3,410) (12,237) 
January 2019 
 
Capital               -                   -       -        -          844        -      844               -      844 
Contribution 
 
Exchange              -       -           -       -    4,060            -        -    4,060               -    4,060 
Reserve 
 
Share based           -       -           -   1,320        -            -        -    1,320               -    1,320 
payment 
 
Loan note             -       -           -   1,082        -            -        -    1,082               -    1,082 
 
Non-Controlling       -       -           -       -        -            -        -        -             126      126 
Interest 
 
Loss for the          -       -           -       -        -            - (15,133) (15,133)               - (15,133) 
period 
 
Balance at 31    96,017  44,106    (96,631)   3,849    4,509          844 (69,348) (16,654)         (3,284) (19,938) 
DECEMBER 2019 
 
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       Group Company  For       Company 
                                          For the     For the     the year  For the year 
                                             year        year 
 
                                            ended       ended        ended         ended 
 
                                      31 December 31 December  31 December   31 December 
                                             2019        2018         2019          2018 
 
                                          HK$'000     HK$'000      HK$'000       HK$'000 
 
Operating activities 
 
(Loss)/ profit before taxation           (15,095)    (33,062)      (2,593)      (12,258) 
 
Adjustments for: 
 
Depreciation                                2,350       3,982            -             - 
 
Share based payment                         1,320       1,447        1,320         1,447 
 
Premium on reverse acquisition                  -       5,259 
 
Cyber Lion Limited - Non Cash success           -       7,024            -         7,024 
fee 
 
Finance costs                                 223         316            -             - 
 
Operating loss before changes in         (11,202)    (15,034)      (1,273)       (3,787) 
working capital 
 
Increase/(decrease) in inventories            702       1,119            -             - 
 
(Increase) / decrease in trade and        (1,299)       1,527            -       (8,823) 
other receivables 
 
Decrease/ (increase) in deposits and          641     (7,857)          (4)             - 
prepayments 
 
Increase in trade and other payables        2,473       2,848           45           688 
 
Decrease in deposit received                 (27)           -            -             - 
 
Cash generated from/(used in)             (8,711)    (17,397)      (1,232)      (11,922) 
operating activities 
 
Investing activities 
 
Payment for purchase of property,            (10)        (47)            -             - 
plant and equipment 
 
Acquisition net of bank balance                 -       6,032            -             - 
 
Net cash (outflow)/ inflow from              (10)       5,985            -             - 
investing activities 
 
Financing activities 
 
Net proceeds from issue of shares               -       6,714            -         6,714 
 
Net proceeds from share premium                 -       3,357            -         3,357 
 
Increase in an amount due from                211           -            -             - 
director 
 
(Repayment of) /proceeds from               (850)       2,500            -             - 
shareholder loans 
 
Increase in loans due from                      -           -      (6,695) 
subsidiaries 
 
Increase in convertible loans               6,904           -        6,904             - 
 
Principal portion of lease payment          (290)           -            -             - 
 
Net cash generated from Financing           5,975      12,571          209        10,071 
activities 
 
Net increase/(decrease) in cash and       (2,746)       1,159      (1,023)       (1,851) 
cash equivalents 
 
Cash and cash equivalents at 1              2,552       1,136          783         2,785 
January 
 
Effect of foreign exchange rate               704         257          354         (151) 
changes 
 
Cash and cash equivalents at 31               510       2,552          114           783 
December 
 
Represented by: 
 
Bank balance and cash                         510       2,552          114           783 
 
Notes to the financial statements 
 
1.    Reporting entities 
 
The Company is a UK  incorporated entity with a  registered number of 10028625. 
GVMH's head office is in Honk Kong from where it is managed. These consolidated 
financial statements comprise GVMH and its subsidiaries. GVMH and its 
subsidiaries are primarily involved in social media marketing. 
 
2.    Accounting policies 
 
2.1.   Statement of compliance 
 
The consolidated financial statements have been prepared in accordance with 
International Financial Reporting Standards ("IFRS") as adopted by the EU. 
 
2.2.   Basis of preparation of the financial statements 
 
The consolidated financial statements consolidate those of the Company and its 
subsidiaries (together the "Group" or "Grand Vision Media Holdings Plc"). The 
consolidated financial statements of the Group and the individual financial 
statements of the Company are prepared in accordance with applicable UK law and 
International Financial Reporting Standards ("IFRS") as adopted by the European 
Union and as applied in accordance with the provisions of the Companies Act 
2006. The Directors consider that the financial information presented in these 
Financial Statements represents fairly the financial position, operations and 
cash flows for the period, in conformity with IFRS. 
 
Consolidation 
 
The consolidated financial statements include the financial statements of the 
Company and its subsidiaries and associated undertakings. All of the 
subsidiaries have the same reporting date of 31 December. 
 
2.3.   Application of new and revised International Financial Reporting 
Standards (IFRSs) 
 
Changes in accounting policies and disclosures 
 
(a) New and amended standards adopted by the Group 
 
The Group has applied any applicable new standards, amendments to standards and 
interpretations that are mandatory for the financial year beginning on or after 
1 January 2019. 
 
The nature and impact of amendment is described below: 
 
IFRS 16 Leases 
 
IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 
Determining whether an arrangement contains a Lease, SIC-15 Operating 
Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving 
the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, 
measurement, presentation and disclosure of leases and requires lessees to 
account for all leases under a single on-balance sheet model similar to the 
accounting for finance leases under IAS 17. The standard includes two 
recognition exemptions for lessees - leases of 'low-value' assets (e.g. 
personal computers) and short-term leases (i.e. leases with a lease term of 
twelve months or less). At the commencement date of a lease, a lessee will 
recognise a liability to make lease payments (i.e. the lease liability) and an 
asset representing the right to use the underlying asset during the lease term 
(i.e. the right-of-use asset). 
 
Lessees will be required to separately recognise the interest expense on the 
lease liability and the depreciation expense on the right-of-use asset. 
 
Lessees will be also required to remeasure the lease liability upon the 
occurrence of certain events (e.g., a change in the lease term, a change in 
future lease payments resulting from a change in an index or rate used to 
determine those payments). The lessee will generally recognise the amount of 
the remeasurement of the lease liability as an adjustment to the right of use 
asset. 
 
IFRS 16, which is effective for annual periods beginning on or after 1 January 
2019, requires lessees and lessors to make more extensive disclosures than 
under IAS 17. 
 
(b) New, amended standards, interpretations not adopted by the Group 
 
A number of new standards, amendments to standards and interpretations to 
existing standards have been published that are mandatory for the Group's 
accounting periods beginning after 1 January 2019, or later periods, where the 
Group intends to adopt these standards, if applicable, when they become 
effective. The Group has disclosed below those standards that are likely to be 
applicable to the Group and is currently assessing the impact of these 
standards. 
 
*       IFRS 3  "Business Combinations", effective date 1 January 2020 
clarifies application of business combination for the group. 
 
*       IFRS 9, IAS 39 and IFRS 7 "Interest rate benchmark reform" effective 
date 1 January 2020 clarifies Interest rate benchmark for all the entities of 
the group. 
 
*       IAS 1 and IAS 8 "Definition of Material" effective date 1 January 
2020 clarifies presentation of Financial Statements: Classification of 
Liabilities as current and non-current. 
 
*       References to the conceptual framework effective date 1 January 2020 
clarifies new IFRS standards with conceptual fraework. 
 
Management has not yet fully assessed the impact of these standards but does 
not believe they will have a material impact on the financial statements. 
 
New and revised IFRSs in issue but not yet effective 
 
GVMH PLC and its subsidiaries has not applied the following new and revised 
IFRSs that have been issued but are not yet effective: 
 
                                                            Application date of 
Reference          Title                 Summary             standard (Periods 
                                                          commencing on or after) 
 
IFRS 9     Prepayment features                           01 January 2020 
           with Negative 
           Compensation 
 
IFRS 17    Insurance Contracts                           01 January 2021 
 
Foreign currency 
 
The functional currency of the Group is Hong Kong Dollars (HKD), its 
subsidiaries are also in HKD. The presentational currency of the Group is HKD 
because a significant amount of its transactions are in HKD. 
 
Transactions entered by the Group's entities in a currency other than the 
reporting currency are recorded at the rates ruling when the transaction occur. 
Foreign currency monetary assets and liabilities are translated at the rates 
ruling at the statement of financial position date. Exchange differences 
arising on the re-translation of outstanding monetary assets and liabilities 
are also recognised in the income statement. 
 
Going concern 
 
The Group meets its day to day working capital requirement through use of cash 
reserves and existing shareholder loans. The Directors have considered whether 
the going concern basis is applicable in the preparation of the financial 
statements. This included the review of internal budgets, forecasts and 
financial results which show that there is a reasonable expectation that the 
Group should be able to operate within the level of its current funding 
arrangement. The Directors have reasonable expectation that the Group has 
adequate resources to continue operation for the foreseeable future for the 
reason they have adopted to going concern basis in the preparation of financial 
statement. 
 
The Group incurred a loss of HKD 14,957,306 for the year ended 31 December 
2019. This condition indicates the existence of a material uncertainty which 
may cast significant doubt on the Company's ability to continue as a going 
concern. Therefore, the Company may be unable to realise its assets. The 
financial statements do not include any adjustments that would result if the 
Group was unable to continue as a going concern. 
 
The COVID-19 pandemic has had a significant effect on the Group's results since 
January 2020, as digital marketing spend across the customer base declined 
considerably. Furthermore, the closure of cinemas in China has adversely 
affected the OOH revenue stream. To mitigate against this, the Group has taken 
advantage of local stimulus wherever possible, and sought to cut costs whilst 
revenues are reduced. In Hong Kong, the Employment Support Scheme has provided 
assistance to pay wages from April 2020 to September 2020. Savings have also 
been made through reductions in rents to cinemas, office admin staff and some 
consolidation of office/storage space. 
 
After careful consideration of the matters set out above, the Directors' are of 
the opinion that the group will be able to undertake its planned activities for 
the period to 30 June 2021 from reserves and ordinary funding and have prepared 
the consolidated financial statement on a going concern basis. 
 
Nevertheless, due to the uncertainties inherent in meeting its revenue 
predictions and obtaining obstacle funding these can be no certainty in these 
respects. The financial statements do not include any adjustments that would 
result if the group was unable to continue as a going concern. 
 
2.4.   Subsidiaries and non-controlling interests and GVMH PLC and its 
subsidiaries reorganisation accounting 
 
Subsidiaries are all entities over which Grand Vision Media Holdings Plc has 
the power to govern the financial and operating policies generally accompanying 
a shareholding of more than one half of the voting rights. The existence and 
effect of potential voting rights that are currently exercisable or convertible 
are considered when assessing whether the Group controls another entity. 
Subsidiaries are fully consolidated from the date on which control is 
transferred to the Company. They are de-consolidated from the date that control 
ceases. 
 
In June 2018, Grand Vision Media Holdings Plc ("Company") acquired the entire 
issued share capital of GVC Holdings Limited ("legal subsidiary") in exchange 
of issuance of shares to GVC Holdings Limited.  As the legal subsidiary is 
reversed into the Company (the legal parent), which originally was a publicly 
listed cash shell company, this transaction cannot be considered a business 
combination, as the Company, the accounting acquiree does not meet the 
definition of a business, under IFRS 3 'Business Combinations'.  However, the 
accounting for such capital transaction should be treated as a share- based 
payment transaction and therefore accounted for under IFRS 2 'Share-based 
payment'. Any difference in the fair value of the shares deemed to have been 
issued by the GVC Holdings Limited (accounting acquirer) and the fair value of 
Grand Vision Media Holdings PLC's (the accounting acquiree) identifiable net 
assets represents a service received by the accounting acquirer. 
 
Although the consolidated financial information has been issued in the name of 
Grand Vision Media Holdings PLC, the legal parent, it represents in substance 
continuation of the financial information of the legal subsidiary. 
 
The assets and liabilities of the legal subsidiary are recognized and measured 
in the Group financial statements at the pre-combination carrying amounts and 
not re-stated at fair value. 
 
The retained earnings and other reserves balances recognized in the Group 
financial statements reflect the retained earnings and other reserves balances 
of the legal subsidiary immediately before the business combination and the 
results of the period from June 2018 to the date of the business combination 
are those of the legal subsidiary only. 
 
The equity structure (share capital and share premium) appearing in the Group 
financial statements reflects the equity structure of Grand Vision Media 
Holdings PLC the legal parent.  This includes the shares issued in order to 
effect the business combination. 
 
2.5.   Available-for-sale investments 
 
Available-for-sale investments represent an investment in the securities. At 
the end of each reporting period the fair value is remeasured, with any 
resultant gain or loss being recognised in other comprehensive income and 
accumulated separately in equity in the fair value reserve. As an exception to 
this, investments in equity securities that do not have a quoted price in an 
active market for an identical instrument and whose fair value cannot otherwise 
be reliably measured are recognised in the statement of financial position at 
cost less impairment losses. Dividend income from equity securities and 
interest income from debt securities calculated using the effective interest 
method are recognised in profit or loss in accordance with the policies. 
Foreign exchange gains and losses resulting from changes in the amortised cost 
of debt securities are also recognised in profit or loss. 
 
When the investments are derecognised or impaired, the cumulative gain or loss 
recognised in equity is reclassified to profit or loss. Investments are 
recognised/derecognised on the date GVMH PLC and its subsidiaries commits to 
purchase/sell the investments or they expire. 
 
2.6.   Property, plant and equipment 
 
The property, plant and equipment are stated at cost less accumulated 
depreciation and impairment losses. Gains or losses arising from the retirement 
or disposal of an item of property, plant and equipment are determined as the 
difference between the net disposal proceeds and the carrying amount of the 
item and are recognised in profit or loss on the date of retirement or 
disposal. 
 
Depreciation is calculated to write off the cost of items of property, plant 
and equipment, less their estimated residual value, if any, using the 
straight-line method over their estimated useful lives as follows: 
 
Display panels and CMS                30% - 33.33% 
 
Computer equipment                    30% - 33.33% 
 
Furniture's and fixtures              30% - 33.33% 
 
Leasehold improvements                30% - 50% 
 
Both the useful life of an asset and its residual value, if any, are reviewed 
annually. 
 
The carrying value of the property, plant and equipment is compared to the 
higher of value in use and the fair value less costs to sell. If the carrying 
value exceeds the higher of the value in use and fair value less the costs to 
sell the asset, then the asset is impaired and its value reduced by recognising 
an impairment provision. 
 
2.7.   Impairment of non-financial assets, other than inventories 
 
At the end of each reporting period, property, plant and equipment and 
investments in a subsidiary are reviewed to determine whether there is any 
indication that those assets have suffered an impairment loss. If there is an 
indication of possible impairment, the recoverable amount of any affected asset 
(or GVC Holdings Ltd and its subsidiaries of related assets) is estimated and 
compared with its carrying amount. If an estimated recoverable amount is lower, 
the carrying amount is reduced to its estimated recoverable amount, and an 
impairment loss is recognised immediately in profit or loss. 
 
If an impairment loss subsequently reverses, the carrying amount of the asset 
(or GVC Holdings Ltd and its subsidiaries of related assets) is increased to 
the revised estimate of its recoverable amount, but not in excess of the amount 
that would have been determined had no impairment loss been recognised for the 
asset (GVC Holdings Ltd and its subsidiaries of related assets) in prior years. 
A reversal of an impairment loss is recognised immediately in profit or loss. 
 
2.8.   Inventories 
 
Inventories are valued at the lower of cost and net realisable value. Cost is 
calculated using the weighted average cost formula and comprises all costs of 
purchase, costs of conversion and other costs incurred in bringing the 
inventories to their present location and condition. Net realisable value is 
the estimated selling price in the ordinary course of business less the 
estimated costs to completion and the estimated costs necessary to make the 
sale. 
 
When inventories are sold, the carrying amount of those inventories is 
recognised as an expense in the period in which the related revenue is 
recognised. The amount of any write-down of inventories to net realisable value 
and all losses of inventories are recognised as an expense in the period the 
write down or loss occurs. The amount of any reversal of any write-down of 
inventories is recognised as a reduction in the amount of inventories 
recognised as an expense in the period in which the reversal occurs. 
 
2.9.   Trade and other receivables 
 
The Group classifies all its financial assets as trade and other receivables. 
The classification depends        on the purpose for which the financial assets 
were acquired. 
 
Trade receivables and other receivables that have fixed or determinable 
payments that are not quoted in an active market are classified as loans and 
receivables financial assets. Loans and receivables financial assets are 
measured at amortised cost using the effective interest method, less any 
impairment loss. 
 
The Group's loans and receivables financial assets comprise other receivables 
(excluding prepayments) and cash and cash equivalents included in the Statement 
of Financial Position. 
 
2.10. Cash and cash equivalents 
 
Cash and cash equivalents comprise cash and bank balance. Bank overdrafts that 
are repayable on demand and form an integral part of GVMH PLC's cash management 
are also included as a component of cash and cash equivalents for the purpose 
of the consolidated cash flow statement. 
 
2.11. Trade and other payables 
 
Trade and other payables are initially recognised at fair value. They are 
subsequently measured at amortised cost using the effective interest method 
unless the effect of discounting would be immaterial, in which case they are 
stated at cost. 
 
2.12. Shareholders loan 
 
Shareholders loans are initially recognised at fair value. They are 
subsequently measured at amortised cost using the effective interest method. 
The difference between the fair value and the carrying amortised cost (i.e. the 
effective interest portion) is first recognized in equity as capital 
contribution reserve. 
 
2.13. Employee benefits 
 
Short-term benefits 
 
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary 
benefits are accrued in the period in which the associated services are 
rendered by employees of the Group. 
 
2.14. Taxation 
 
(i) Current tax 
 
The tax currently payable is based on taxable profit for the period. Taxable 
profit differs from 'profit before tax' as reported in the statement of profit 
or loss because of items of income or expense that are taxable or deductible in 
other periods and items that are never taxable or deductible. Grand Vision 
Media Holding Plc's current tax is calculated using rates that have been 
enacted during the reporting period 
 
(ii) Deferred tax 
 
Deferred tax assets and liabilities are recognised where the carrying amount of 
an asset or liability in the statement of financial position differs from its 
tax base, except for differences arising on: 
 
*         the initial recognition of goodwill; 
 
*         the initial recognition of an asset or liability in a transaction 
which is not a business combination and at the time of the transaction affects 
neither accounting or taxable profit; and 
 
*         investments in subsidiaries where the Group is able to control the 
timing of the reversal of the difference and it is probable that the difference 
will not reverse in the foreseeable future. 
 
Recognition of deferred tax assets is restricted to those instances where it is 
probable that taxable profit will be available against which the difference can 
be utilised. 
 
The amount of the asset or liability is determined using tax rates that have 
been enacted or substantially enacted by the balance sheet date and are 
expected to apply when the deferred tax liabilities or assets are settled or 
recovered. Deferred tax balances are not discounted. 
 
Deferred tax assets and liabilities are offset when the Group has a legally 
enforceable right to offset current tax assets and liabilities. 
 
The Group is entitled to a tax deduction on the exercise of certain employee 
share options. A share-based payment expense is recorded in the income 
statement over the period from the grant date to the vesting date of the 
relevant options. As there is a temporary difference between the accounting and 
tax bases, a deferred tax asset may be recorded. The deferred tax asset arising 
on share option awards is calculated as the estimated amount of tax deduction 
to be obtained in the future (based on the Group's share price at the balance 
sheet date) pro-rated to the extent that the services of the employee have been 
rendered over the vesting period. If this amount exceeds the cumulative amount 
of the remuneration expense at the statutory rate, the excess is recorded 
directly in equity, against retained earnings. Similarly, current tax relief in 
excess of the cumulative amount of the Share-based payments expense at the 
statutory rate is also recorded in retained earnings. 
 
2.15. Provision and contingent liabilities 
 
Provisions are recognised for other liabilities of uncertain timing or amount 
when GVMH PLC and its subsidiaries or GVMH PLC has a legal or constructive 
obligation arising as a result of a past event, it is probable that an outflow 
of economic benefits will be required to settle the obligation and a reliable 
estimate can be made. Where the time value of money is material, provisions are 
stated at the present value of the expenditure expected to settle the 
obligation. 
 
Where it is not probable that an outflow of economic benefits will be required, 
or the amount cannot be estimated reliably, the obligation is disclosed as a 
contingent liability, unless the probability of outflow of economic benefits is 
remote. Possible obligations, whose existence will only be confirmed by the 
occurrence or non-occurrence of one or more future events are also disclosed as 
contingent liabilities unless the probability of outflow of economic benefits 
is remote. 
 
2.16. Revenue recognition 
 
After the adoption of IFRS 15, the company recognise revenue from contracts 
with customers when (or as) the company satisfies a performance obligation by 
transferring a promised good or service (i.e. an asset) to a customer. An asset 
is transferred When (or as) the customer obtains control of that asset. When 
(or as) a performance obligation is satisfied, the company recognises as 
revenue the amount of the transaction price (which includes estimates of 
variable consideration that are constrained in accordance with IFRS 15) that is 
allocated to that performance obligation. Further details of the company's 
revenue and other income recognition policies are as follows: 
 
(i)  Service income is recognised as income on a straight-line based over the 
term, unless another systematic basis is more representative of the time 
pattern of the user's benefit. 
 
(ii) Barter revenueis recognised only when the goods or services being 
exchanged are of a dissimilar nature. Barter revenue is measured at the fair 
value of goods or services rendered, adjusted by the amount of cash or cash 
equivalents received or paid. If the fair value of the goods or services 
rendered cannot be relaibly measured, the revenue is measured at the fair value 
of the goods or services received, again adjusted by the amount of cash or cash 
equivalents received 
 
(iii) Interest income is recognised on a time-proportion basis using the 
effective interest method. When a loan and receivable is impaired, the group 
reduces the carrying amount to its recoverable amount, being the estimated 
future cash flow discounted at the original effective interest rate of the 
instrument, and continues unwinding the discount as interest income. Interest 
income on impaired loan and receivables is recognised using the original 
effective interest rate. 
 
2.17. Translation of foreign currencies 
 
Foreign currency transactions during the year are translated at the foreign 
exchange rates ruling at the transaction dates. Monetary assets and liabilities 
denominated in foreign currencies are translated at the foreign exchange rates 
ruling at the end of the reporting period. Exchange gains and losses are 
recognised in profit or loss. 
 
Non-monetary assets and liabilities that are measured in terms of historical 
cost in a foreign currency are translated using the foreign exchange rates 
ruling at the transaction dates. 
 
Non-monetary assets and liabilities denominated in foreign currencies that are 
stated at fair value are translated using the foreign exchange rates ruling at 
the dates the fair value was measured. 
 
The results of foreign operations are translated into Hong Kong dollars at the 
exchange rates approximating the foreign exchange rates ruling at the dates of 
the transactions. Statement of financial position items, including goodwill 
arising on consolidation of foreign operations, are translated into Hong Kong 
dollars at the closing foreign exchange rates at the end of the reporting 
period. The resulting exchange differences are recognised in other 
comprehensive income and accumulated separately in equity in the exchange 
reserve. 
 
On disposal of a foreign operation, the cumulative amount of the exchange 
differences relating to that foreign operation is reclassified from equity to 
profit or loss when the profit or loss on disposal is recognised. 
 
Exchange rates used in these accounts: 
 
                            Opening           Average           Closing 
 
GBP/HKD                       10.29             10.02             10.33 
 
RMB/HKD                        1.17              1.14              1.12 
 
2.18. Borrowing costs 
 
Borrowing costs represented a notional interest on shareholders' loan, which is 
accrued on time proportion basis taking into account of the shareholder loan 
outstanding and the interest applicable. 
 
2.19. Financial instruments 
 
IFRS 9 requires an entity to address the classification, measurement and 
recognition of financial assets and liabilities. 
 
a) Classification 
 
The Group classifies its financial assets in the following measurement 
categories: 
 
*           those to be measured subsequently at fair value (either through OCI 
or through profit or loss); and 
 
*           those to be measured at amortised cost. 
 
The classification depends on the Group's business model for managing the 
financial assets and the contractual terms of the cash flows. 
 
For assets measured at fair value, gains and losses will be recorded either in 
profit or loss or in OCI. For investments in equity instruments that are not 
held for trading, this will depend on whether the Group has made an irrevocable 
election at the time of initial recognition to account for the equity 
investment at fair value through other comprehensive income (FVOCI). 
 
The Group classifies financial assets as at amortised costs only if both of the 
following criteria are met: 
 
*           the asset is held within a business model whose objective is to 
collect contractual cash flows; and 
 
*           the contractual terms give rise to cash flows that are solely 
payment of principal and interest. 
 
b) Recognition 
 
Purchases and sales of financial assets are recognised on trade date (that is, 
the date on which the Group commits to purchase or sell the asset). Financial 
assets are de-recognised when the rights to receive cash flows from the 
financial assets have expired or have been transferred and the Group has 
transferred substantially all the risks and rewards of ownership. 
 
c) Measurement 
 
At initial recognition, the Group measures a financial asset at its fair value 
plus, in the case of a financial asset not at fair value through profit or loss 
(FVPL), transaction costs that are directly attributable to the acquisition of 
the financial asset. 
 
Transaction costs of financial assets carried at FVPL are expensed in profit or 
loss. 
 
Debt instruments 
 
Amortised cost: Assets that are held for collection of contractual cash flows, 
where those cash flows represent solely payments of principal and interest, are 
measured at amortised cost. Interest income from these financial assets is 
included in finance income using the effective interest rate method. Any gain 
or loss arising on derecognition is recognised directly in profit or loss and 
presented in other gains/(losses) together with foreign exchange gains and 
losses. Impairment losses are presented as a separate line item in the 
statement of profit or loss. 
 
d) Impairment 
 
The Group assesses, on a forward-looking basis, the expected credit losses 
associated with any debt instruments carried at amortised cost. The impairment 
methodology applied depends on whether there has been a significant increase in 
credit risk. For trade receivables, the Group applies the simplified approach 
permitted by IFRS 9, which requires expected lifetime losses to be recognised 
from initial recognition of the receivables. 
 
2.20. Cash and cash equivalents 
 
Cash and cash equivalents include cash in hand and deposits held on call, 
together with other short term highly liquid investments which are not subject 
to significant changes in value and have original maturities of less than three 
months. Bank overdrafts are shown within borrowings in current liabilities on 
the Statement of Financial Position. 
 
2.21. Related parties 
 
a)    A person, or a close member of that person's family, is related to GVMH 
PLC and its subsidiaries if that person: 
 
(i)     has control or joint control over GVMH PLC and its subsidiaries; 
 
(ii)    has significant influence over GVMH PLC and its subsidiaries; or 
 
(iii)   is a member of the key management personnel of GVMH PLC and its 
subsidiaries or GVMH PLC and its subsidiaries' parent. 
 
b)    An entity is related to GVMH PLC and its subsidiaries if any of the 
following conditions applies: 
 
(i)    The entity and GVMH PLC and its subsidiaries are members of the same 
GVMH PLC and its subsidiaries (which means that each parent, subsidiary and 
fellow subsidiary is related to the others). 
 
(ii)    One entity is an associate or joint venture of the other entity (or an 
associate or joint venture of a member of a GVMH PLC and its subsidiaries of 
which the other entity is a member). 
 
(iii)   Both entities are joint ventures of the same third party. 
 
(iv)   One entity is a joint venture of a third entity and the other entity is 
an associate of the third entity. 
 
(v)    The entity is a post-employment benefit plan for the benefit of 
employees of either GVMH PLC and its subsidiaries or an entity related to GVMH 
PLC and its subsidiaries. 
 
(vi)   The entity is controlled or jointly controlled by a person identified in 
(a). 
 
(vii)  A person identified in (a)(i) has significant influence over the entity 
or is a member of the key management personnel of the entity (or of a parent of 
the entity). 
 
(viii) The entity, or any member of a GVMH PLC and its subsidiaries of which it 
is a part, provides key management personnel services to GVMH PLC and its 
subsidiaries or to GVMH PLC and its subsidiaries' parent 
 
Close members of the family of a person are those family members who may be 
expected to influence, or be influenced by, that person in their dealings with 
the entity. 
 
Operating leases 
 
All leases are treated as operating leases. Where the Group is a lessee, 
payments on operating lease agreements are recognised as an expense on a 
straight-line basis over the lease term. Associated costs, such as maintenance 
and insurance, are expensed as incurred. 
 
2.22. Segmental analysis 
 
In the opinion of the directors, the group has one class of business being 
social media advertising. The groups primary reporting format is determined by 
geographical segment. There is currently only one geographical reporting 
segment which is People's Republic of China. 
 
3.    Summary of Critical Accounting Estimates and judgements 
 
The preparation of financial information in conformity with IFRS requires the 
use of certain critical accounting estimates. It also requires the Directors to 
exercise their judgement in the process of applying the accounting policies 
which are detailed above. These judgements are continually evaluated by the 
Directors and management and are based on historical experience and other 
factors, including expectations of future events that are believed to be 
reasonable under the circumstances. 
 
The key estimates and underlying assumptions concerning the future and other 
key sources of estimation uncertainty at the statement of financial position 
date, that have a significant risk of causing a material adjustment to the 
carrying amounts of assets and liabilities within the next financial period are 
reviewed on an ongoing basis. Revisions to accounting estimates are recognised 
in the period in which the estimate is revised if the revision affects only 
that period, or in the period of the revision and future periods if the 
revision affects both current and future periods. 
 
The estimates and judgements which have a significant risk of causing a 
material adjustment to the carrying amount of assets and liabilities, as well 
as the recognition of revenue, within the next financial year are discussed 
below: 
 
* Recognising appropriate revenue in line with performance obligations 
 
Management identifies the performance obligations associated with each contract 
and then exercises judgement to establish an appropriate percentage of the 
total transaction price to recognise once each identified performance 
obligation is successfully completed. 
 
* Useful lives of depreciable assets 
 
Management reviews the useful lives and residual value of depreciable assets at 
each reporting date to ensure that the useful lives represent a reasonable 
estimate of likely period of benefit to the Group. Tangible fixed assets are 
depreciated over their useful lives taking into account of residual values, 
where appropriate. The actual lives of the assets and residual values are 
assessed annually and may vary depending on a number of factors. In 
re-assessing asset lives, factors such as technological innovation, product 
life cycles and maintenance programmes are taken into account. Residual value 
assessments consider issues such as future market conditions, the remaining 
life of the asset and projected disposal values. 
 
4.    Revenue 
 
Analysis of GVMH PLC and its subsidiaries' revenue is as follows: 
 
                                          Year ended  Year ended Year ended   Year ended 
 
                                         31 December 31 December         31  31 December 
                                                2019        2018   December         2018 
                                                                       2019 
 
                                             HK$'000     HK$'000    HK$'000      HK$'000 
 
Revenue 
 
Advertising fee income                         5,593       8,985          -            - 
 
Digital marketing income                       6,441       8,575          -            - 
 
Other                                              -         466          -            - 
 
                                              12,034      18,026          -            - 
 
Other income 
 
Other income                                     184          79          -            - 
 
                                                 184          79          -            - 
 
                                              12,218      18,105          -            - 
 
Other Income represents rent, management and ad hoc professional services 
provided during the year. 
 
5.    Finance costs 
 
                                      Year ended  Year ended      Year  Year ended 
                                                                 ended 
 
                                              31 31 December        31 31 December 
                                        December        2018  December        2018 
                                            2019                  2019 
 
                                         HK$'000     HK$'000   HK$'000     HK$'000 
 
Finance costs 
 
Interest on shareholder loans                223         316         -           - 
 
 
6.    Administrative expenses 
 
                                      Year ended  Year ended      Year  Year ended 
                                                                 ended 
 
                                              31 31 December        31 31 December 
                                        December        2018  December        2018 
                                            2019                  2019 
 
                                         HK$'000     HK$'000   HK$'000     HK$'000 
 
Audit fees                                   370         417       209         165 
 
Business development and marketing           181         464         -          42 
 
Share based payment                        1,319           -         -           - 
 
Depreciation                               2,350       3,982         -           - 
 
Premium on reverse                             -       5,259         -           - 
 
RTO, Legal and professional fee              490       9,672       304      14,488 
 
Office rental                                953       2,124         -          47 
 
Overseas travelling                          153         786         -         219 
 
Other                                      2,838       7,061       239       1,739 
 
Administrative expenses                    8,655      29,765       752      16,700 
 
 
 
Directors fees and emoluments              1,380       1,435       521         816 
 
Wages and Salaries                         6,407       7,511         -           - 
 
                                          16,442      38,711     1,273      17,516 
 
 
 
Employee numbers                             No.          No.       No.         No. 
 
Management                                     4            5         3           3 
 
Operations                                    18           30         -           - 
 
                                              22           35         3           3 
 
 
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 Year ended 
                                                                  ended 
 
                                              31  31 December        31         31 
                                        December         2018  December   December 
                                            2019                   2019       2018 
 
                                         HK$'000      HK$'000   HK$'000    HK$'000 
 
(Loss) / profit before tax              (15,095)     (33,062)   (2,593)   (17,516) 
 
Notional tax on (loss) / profit          (2,491)      (5,455)     (428)    (2,890) 
before taxation, calculated at the 
rates applicable to (loss) / profit 
in the countries concerned 
 
Tax effect of non-taxable income               -            -         -          - 
 
Tax effect of not recognised tax loss      2,491        5,455       428      2,890 
 
Actual tax expenses                            -            -         -          - 
 
GVMH PLC and its subsidiaries' has not recognised deferred tax assets of 
HK$3,029,159 in respect of accelerated depreciation over capital allowances. No 
deferred tax asset has been recognised on the  accumulated tax losses of 
HK$18,358,540 as the availability of future taxable profits against which the 
assets can be utilised is uncertain at 31 December 2019. 
 
The tax losses can be carried forward to offset against the taxable profits of 
subsequent years for up to five years from the year in which they were incurred 
or there is no restriction on their expiry, depending on the tax jurisdiction 
concerned. 
 
8.    Earnings/ (Loss) per share 
 
The calculation of basic earnings per share is based on GVMH PLC and its 
subsidiaries' loss attributable to shareholders of GVMH PLC and weighted 
average number of shares in issue during the year, details are as follows: 
 
                                Year ended  Year ended    Year ended  Year ended 
 
                                        31 31 December   31 December 31 December 
                                  December        2018          2019        2018 
                                      2019 
 
                                   HK$'000     HK$'000       HK$'000     HK$'000 
 
Profit/loss attributable to       (15,095)    (33,063)       (2,593)    (11,586) 
GVMH PLC 
 
Weighted average number of      96,287,079  96,287,079    96,287,079  96,287,079 
shares 
 
Basic and diluted loss per          (0.16)      (0.34)       (0.027)      (0.12) 
share HK$ 
 
There were no potential dilutive ordinary shares in existence during the period 
ended 31 December 2019 or the years ended 31 December 2018, and hence diluted 
earnings per share is the same as the basic earnings per share. 
 
9.    Property, plant and equipment 
 
                               Displays    Computer  Furniture,    Leasehold       Total 
                             panels and   equipment  fixtures &  improvement 
                                    CMS               equipment 
 
                                HK$'000     HK$'000     HK$'000      HK$'000     HK$'000 
 
Cost 
 
At 31 December 2018              16,278         288         301           82      16,949 
 
Additions during the year             -           9           -            -           9 
2019 
 
Disposals during the year          (58)         (1)           -            -        (59) 
2019 
 
At 31 December 2019              16,220         296         301           82      16,899 
 
Accumulated depreciation 
 
At 31 December 2018              14,173         220         296           76      14,765 
 
Charge for the year 2019          1,965          45           2            6       2,018 
 
Written back on disposal           (49)           -           -            -        (49) 
 
At 31 December 2019              16,089         265         298           82      16,734 
 
Net carrying amount 
 
At 31 December 2019                 131          31           3            -         165 
 
At 31 December 2018               2,105          68           5            6       2,183 
 
10.  Inventories 
 
                                         As at       As at       As at       As at 
 
                                  31 December  31 December 31 December 31 December 
                                          2019        2018        2019        2018 
 
Inventories                            HK$'000     HK$'000     HK$'000     HK$'000 
 
Goods                                        -         537           -           - 
 
Online resources                         1,003       1,170 
 
                                         1,003       1,707           -           - 
 
As at 31 December 2019, no provision for impairment on goods for the group has 
been made. 
 
11.  Right of use assets 
 
Set out below are the carrying amounts of right-of-use assets recognised and 
the movements during the year: 
 
Right of use assets                                             Leasehold       Total 
                                                              improvement 
 
                                                                  HK$'000     HK$'000 
 
At 1/1/2019                                                           307         307 
 
Additions during the year 2019                                      1,734       1,734 
 
Depreciation                                                        (332)       (332) 
 
At 31/12/2019                                                       1,710       1,709 
 
12.  Investments in Subsidiaries 
 
Company                                                  2019         2018 
 
                                                      HK$'000      HK$'000 
 
Cost 
 
At 1 January                                          114,572      114,572 
 
Loans to subsidiaries                                  18,107            - 
 
                                                      ???????      ??????? 
 
At 31 December                                        132,679      114,572 
 
                                                      ???????      ??????? 
 
                                                      ???????      ??????? 
 
Disclosed as non-current                              132,679      114,572 
 
                                                    _________    _________ 
 
See note 25 for list of subsidiaries and their respective holdings. 
 
The recoverable amount of the investments has been determined to be the value 
in use of the cash flows generated from the continuing operations of the GVC 
Holdings Limited and its subsidiaries. In performing this assessment, 
management has applied the following assumptions and estimates: 
 
·    cash flows have been projected over a period of five years from 31 
December 2019, which management considers appropriate due to the nature of its 
advertising services and related returns; 
 
·    cash inflow projections reflect the following key assumptions: 
 
·    revenues from the continued performance of marketing and advertising 
services for customers and commission revenues from new business ventures; 
 
·    revenues in the short to medium term are based on contracted amounts, 
contracts currently in negotiation and estimates of services to be performed; 
 
·    for financial modelling purposes, it has been assumed that total revenue 
increases to approximately HK$514 million for the five years to 2024; 
 
·    from year six onwards the revenue is assumed to remain constant at HK$38 
million; 
 
·    cash outflows, which include contract delivery costs, operating expenses, 
administrative expenses and capital spend are assumed to be consistent with 
current experience; 
 
·    revenue and cost of sales from 2021 are forecasted for a year on year 
growth of 5%, which is management's estimate of the average growth for the 
principal geography in which the entity operates; and 
 
·    a pre-tax discount rate of 8% has been applied in discounting cash flows 
to their present value, which has been benchmarked against available sources 
for comparable companies and geographical location of GVC Holdings Limited. 
 
Cash flow projections are most sensitive to the assumptions regarding: 
 
·    commission revenue from new contracts in completion; 
 
·    Changes to the level of panels currently in display at cinemas; 
 
·    Closing price for the panel per 2-week segments; and 
 
·    changes in the discount rate. 
 
At 31 December 2019, there is limited headroom in respect of the carrying value 
of the parent company's investment in GVC Holdings Limited. Should any of the 
future events and cash flow assumptions upon which management has based its 
value in use calculation not occur or change adversely, an impairment of the 
investment in GVC Holdings Limited would be necessary. 
 
13.  Trade and other receivables 
 
Note: Amounts due from related companies is unsecured, interest-free and 
repayable on demand. 
 
Receivable that were not impaired was as follows: 
 
                                          As at      As at      As at        As at 
 
                                    31 December         31         31  31 December 
                                           2019   December   December         2018 
                                                      2018       2019 
 
                                        HK$'000    HK$'000    HK$'000      HK$'000 
 
Prepayments                                 395      1,036         52            - 
 
Amount due from Subsidiaries                  -          -          -       11,412 
 
Neither past due or nor impaired          6,403      5,104          -           48 
 
                                          6,798      6,140         52       11,460 
 
14.  Cash and cash equivalents 
 
                                          As at      As at      As at        As at 
 
                                    31 December         31         31  31 December 
                                           2019   December   December         2018 
                                                      2018       2019 
 
Cash and cash equivalents               HK$'000    HK$'000    HK$'000      HK$'000 
 
Cash at bank and in hand                    510      2,552        114          783 
 
                                            510      2,552        114          783 
 
15.  Trade and other payables 
 
                                          As at      As at      As at        As at 
 
                               31 December 2019         31         31  31 December 
                                                  December   December         2018 
                                                      2018       2019 
 
Trade and other payables                HK$'000    HK$'000    HK$'000      HK$'000 
 
Trade payable                            13,051     10,577        862          816 
 
Other payables                                -      5,151          -            - 
 
Total trade and other payables           13,051     15,728        862          816 
 
16.  Share based payments 
 
The Group has a share ownership compensation scheme for Directors and Senior 
employees of the Group. In       accordance with the provisions of the plan, 
Directors and Senior employees may be granted options to purchase ordinary 
shares in the Company. 
 
The company issued options on 12,000,000 ordinary shares on 19 June 2018. The 
options vest annually over a 3 year period to 31 December 2020 and can be 
exercised at 15p per share during this period. 8,000,000 options have vested as 
at 31 December 2019. 
 
The fair value of equity-based share options granted is estimated at the date 
of grant using the Black-Scholes pricing model, taking into account the terms 
and conditions upon which the options have been granted. The calculated fair 
value of share options charged to the Group and Company financial statements in 
the year is HK$ 1,319,827. 
 
The following are the inputs to the model for the options granted during the 
prior year: 
 
                                                  Share Options 
                                                  2019 
 
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 
 
The following table illustrates the number and weighted average exercise price 
(WAEP) of, and movements in share options during the year. The options 
outstanding at 31 December 2019 had a WAEP of 16p (2018: 15p). All share 
options are settled in form of equity issued. 
 
                                         No. of Options                             WAEP 
 
As at 31 December 2017                                -                                - 
 
Granted during the year                                                             0.15 
                                              4,000,000 
 
As at 31 December 2018                        4,000,000                             0.15 
 
Granted during the year                                                             0.17 
                                              4,000,000 
 
As at 31 December 2019                                                              0.16 
                                              8,000,000 
 
17.  Convertible loan 
 
On 19 July 2019, the company issues GBP670k of convertible loan notes, which are 
redeemable on 1 July 2021 or convertible into shares at 15p per share at any 
time before this date. 
 
Subsequent measurement at 
 
                                                  2019 
 
Term of loan in years                             1.5 
 
Annual interest rate for equivalent               12% 
non-convertible 
 
Principal                                         670,000 
 
Present value of principal                        565,259 
 
18.  Shareholder loans 
 
                                             As at      As at      As at         As at 
 
                                       31 December         31         31   31 December 
                                              2019   December   December          2018 
                                                         2018       2019 
 
Shareholders' loan                         HK$'000    HK$'000    HK$'000       HK$'000 
 
Shareholders' loan at fair value            15,654      8,750          -             - 
 
Capital contribution reserve                 (844)      (390)          -             - 
arising from effective interest 
portion 
 
Equity element of convertible loan         (1,082)          -          -             - 
note 
 
Accrued effective interest paid to             987        316          -             - 
shareholders 
 
Shareholder's loan at amortised             14,715      8,676          -             - 
cost 
 
The shareholders' loan is unsecured, interest-free and repayable on demand. 
These loans will not be repaid until after 31 December 2021, and when funds 
permit. 
 
As the shareholders' loan is unsecured, interest-free and repayable on demand, 
the directors assumes that the shareholder's loan is expected to repay in year 
2020 and the available market interest rate for shareholder's loan of the same 
kind is at the best landing rate in Hong Kong plus 1% per annum which is also 
used to calculate the effective interest portion of such. 
 
19.  Share Capital 
 
(a)    Issued share capital 
 
Allotted,      Number of      Share Capital Share         Share         Share Premium 
called up and  shares                       Capital       Premium 
fully paid 
ordinary 
shares of 10p 
each 
 
                              GBP             HK$           GBP             HK$ 
 
Balance at 31  96,287,079     9,628,708     96,017,186    4,422,954     44,105,565 
December 2018 
 
New Share      -              -             -             -             - 
issue 
 
Balance at 31  96,287,079     9,628,708     96,017,186    4,422,954     44,105,565 
December 2019 
 
 
(b)    Capital management 
 
GVMH PLC and its subsidiaries' objective when managing capital are to safeguard 
GVMH PLC and its subsidiaries' ability to continue as a going concern, so that 
it can continue to provide returns for shareholders and benefit for other 
stakeholders, and to provide an adequate return to shareholders. 
 
GVMH PLC and its subsidiaries' manages the capital structure and makes 
adjustments to it in the light of changes in economic conditions and the risk 
characteristics of the underlying assets. In order to maintain or adjust the 
capital structure, GVMH PLC and its subsidiaries' may adjust the amount of 
dividends paid to shareholders, return capital to shareholders, issue new 
shares, or sell assets to reduce debt. No changes were made in the objectives, 
policies and processes during the year/period of 2018 and 2019. 
 
GVMH PLC and its subsidiaries' monitors' capital using a gearing ratio, which 
are calculated by dividing consolidated debts by consolidated total 
shareholder's equity. The Group's policy is to keep the gearing ratio at a 
reasonable level. The Group's gearing ratio was 75%, and 122% as at 31 December 
2019 and 2018 respectively. 
 
20.  Financial instruments 
 
GVMH PLC and its subsidiaries has classified its financial assets in the 
following categories: 
 
                                        As at        As at        As at        As at 
 
                                  31 December  31 December  31 December  31 December 
                                         2019         2018         2019         2018 
 
Loans and receivables                 HK$'000      HK$'000      HK$'000      HK$'000 
 
Accounts and other receivables          6,403        5,104            -           48 
 
Amounts due from related                    -            -            -       11,412 
companies 
 
Deposits and prepayments                  395        1,036           52            - 
 
Cash and cash equivalents                 510        2,552          114          783 
 
Loans and receivables                   7,308        8,692          166       12,243 
 
 
 
                                         As at        As at        As at        As at 
 
                                   31 December  31 December  31 December  31 December 
                                          2019         2018         2019         2018 
 
Financial liabilities at               HK$'000      HK$'000      HK$'000      HK$'000 
amortised cost 
 
Trade and other payables                13,051       15,728          862          816 
 
Deposits received                            -          111            -            - 
 
Shareholders' loan                      14,715        8,676        5,822            - 
 
Lease liability (IFRS16)                 1,761            -            -            - 
 
Amount due to a director                   515          304            -            - 
 
Financial liabilities at                30,042       24,819        6,684          816 
amortised cost 
 
GVMH PLC and its subsidiaries are exposed to credit risk, liquidity risk and 
market risk arising in the normal course of its business and financial 
instruments. GVMH PLC and its subsidiaries' and GVMH PLC's risk management 
objectives, policies and processes mainly focus on minimising the potential 
adverse effects of these risks on its financial performance and position by 
closely monitoring the individual exposure. 
 
(a)    Credit risk 
 
GVMH PLC and its subsidiaries are exposed to credit risk on financial assets, 
mainly attributable to trade and other receivables. It sets credit limits on 
each individual customer and prior approval is required for any transaction 
exceeding that limit. The customer with sound payment history would accumulate 
a higher credit limit. In addition, the overseas customers would normally be 
required to transact with GVMH PLC and its subsidiaries' and GVMH PLC by letter 
of credit in order to minimise GVMH PLC and its subsidiaries' credit risk 
exposure. 
 
At 31 December 2019, GVMH PLC and its subsidiaries has no concentration of risk 
and the maximum exposure to credit risk is represented by the carrying amount 
of each financial asset. 
 
(b)    Liquidity risk 
 
GVMH PLC and its subsidiaries is exposed to liquidity risk on financial 
liabilities. It manages its funds conservatively by maintaining a comfortable 
level of cash and cash equivalents in order to meet continuous operational 
need. Various banking facilities and credit lines have also been arranged with 
different banks in order to fund any emergency liquidity requirements. 
 
Liquidity risk         Not later than Later than one       Carrying 
                            one month  month and not         amount 
                                        later than 5 
                                               years 
 
 
As at 31 December 2019 
 
Trade and other                13,051              -         13,051 
payables 
 
Deposits received                   -              -              - 
 
Shareholders' loan                 84         14,610         14,693 
 
Amount due to Director            515              -            515 
 
                               13,566         15,692         29,258 
 
As at 31 December 2018 
 
Trade and other                15,728              -         10,577 
payables 
 
Deposits received                 111              -            111 
 
Shareholders' loan                  -          8,676          8,676 
 
Amount due to Director            304              -            304 
 
                               16,143          8,676         24,819 
 
GVMH PLC 
 
As at 31 December 2019 
 
Trade and other                   862              -            862 
payables 
 
Shareholders' loan                  -          6,904          6,904 
 
                                  862              -          7,766 
 
As at 31 December 2018 
 
Trade and other                 (816)              -          (816) 
payables 
 
                                (816)              -          (816) 
 
(c)    Interest rate risk 
 
The Group has no exposure on fair value interest rate risk. It also has 
exposure on cash flow interest rate risk which is mainly arising from its 
deposits with banks. 
 
GVMH PLC and its subsidiaries mainly holds fixed deposits with banks with 
maturity within 3 months and the exposure is considered not significant. In 
consequence, no material exposure on fair value interest rate risk is expected. 
Even that, GVMH PLC closely monitors the fair value fluctuation of the 
investments and disposes of them in case of significant increase in interest 
rate is foreseen. 
 
Sensitivity analysis 
 
At 31 December 2019, if interest rates as that date had been 100 basis points 
lower/higher with all other variables held constant, GVMH PLC loss for the year 
would have been HK$80,427 (2018: HK$25,090) higher/lower. 
 
(d)    Currency risk 
 
GVMH PLC and its subsidiaries purchases and sells in various foreign 
currencies, mainly US dollars and RMB that expose it to currency risk arising 
from such purchases and sales and the resulting receivables and the payables. 
 
GVMH PLC and its subsidiaries closely and continuously monitors the exposure on 
currency risk. Since HK dollars are pegged to US dollars, there is no 
significant exposure expected on US dollars transactions and balances. 
 
In respect of purchases and payables, GVMH PLC and its subsidiaries controls 
its volume of purchase orders to a tolerable level and avoids concentrating the 
purchases in a single foreign currency by diversifying such foreign currency 
risk exposure. 
 
In respect of sales and receivables, GVMH PLC and its subsidiaries sets a 
prudent credit limit to individual customers who transact with it in other 
foreign currencies. The directors' approval is required on the exposure to an 
individual customer or transaction that exceeds the limit. 
 
21.  Leases liabilities 
 
The Group has lease contracts for leasehold land and building used in its 
operations. Lease of leasehold land and building generally have lease terms 
between 2 to 3 years. The Group's obligations under its leases are secured by 
the lessor's title to the lease asset. Generally, the Group is restricted from 
assigning and subleasing the leased assets and some contracts require the Group 
to maintain certain financial ratios. There are several lease contracts that 
include extension and termination options and variable lease payments, which 
are further discussed below. 
 
The Group also has certain leases of leasehold land and building with lease 
terms of 12 months or less. The Company applies the 'short-term lease' 
recognition exemptions for these leases. 
 
Set out below are the carrying amounts of lease liabilities and the movements 
during the year: 
 
Lease liabilities                                                           HK$'000 
 
At 1 January 2019                                                               310 
 
New leases                                                                    1,734 
 
Accretion of interest recognised during the year                                  7 
 
Payments                                                                      (290) 
 
At 31 December 2019                                                           1,761 
 
The following are the amounts recognised in profit or loss: 
 
                                                                              HK$'000 
 
Interest on lease liabilities                                                       7 
 
Depreciation of right-of-use assets                                               332 
 
Expenses relating to short-term leases                                            953 
 
Total amount recognised in profit or loss                                       1,292 
 
The Group had total cash outflows for leases of HK$289,800 and has non-cash 
additions to right-of-use assets and lease liabilities of HK$ 1,733,804 for the 
year. 
 
At the commencement date of the lease, the Company recognises lease liabilities 
measured at the present value of lease payments to be made over the lease term. 
The lease payments include fixed payments (including in-substance fixed 
payments) less any lease incentives receivable, variable lease payments that 
depend on an index or a rate, and amounts expected to be paid under residual 
value guarantees. The lease payments also include the exercise price of a 
purchase option reasonably certain to be exercised by the Company and payments 
of penalties for terminating a lease, if the lease term reflects the Company 
exercising the option to terminate. The variable lease payments that do not 
depend on an index or a rate are recognised as expense in the period on which 
the event or condition that triggers the payment occurs. 
 
At 31 December 2019                 Between 1 Between 2                          Over 5 
                                         Year to 5 Year                           years 
 
                                      HK$'000   HK$'000                        HK $'000 
 
Lease Liabilities                         554     1,180                               - 
 
22.  Contingent liabilities 
 
At 31 December 2019, GVMH PLC and its subsidiaries did not have any significant 
contingent liabilities. 
 
23.  Material related party transactions 
 
Save as those transactions and balances disclosed elsewhere in these financial 
statements with shareholders and directors and Cyber Lion Limited (a company 
controlled by Edward Ng and Ajay Rajpal), GVMH PLC and its subsidiaries had no 
material transactions with related parties. 
 
During the year, Cyber Lion Limited provided consultancy services to GVC 
Holdings Limited amounting to HKD 787,500. This balance was owed to Cyber Lion 
Limited at the year end (2018: HKD Nil). 
 
24.  Non-adjusting events after the reporting period 
 
At 31 December 2019, GVMH PLC and its subsidiaries did not have material 
non-adjusting events after the report period that have significant impact on 
the financial position and operation of the Group. 
 
25.  List of subsidiaries 
 
As at 31 December 2019 the following list contains only the particulars of 
subsidiaries which principally affected the results, assets or liabilities of 
GVMH PLC and its subsidiaries. 
 
                                            Proportion of ownership interest 
 
Name of GVMH    Place of      Particulars  GVMH PLC and  Held by   Held by the Principal 
PLC             incorporation of issued    subsidiaries  GVMH PLC  subsidiary  activities 
                / operation   and paid up  effective 
                              capital      interest 
 
GVC Holdings    BVI/Hong Kong US$13,620    100%          100%      -           Investment 
Ltd                                                                            holdings 
 
Billion Wise    BVI / Hong    US$10,862    100.0%        -         100%        Investment 
Investment Ltd  Kong                                                           holdings 
 
Founding        Hong Kong     HK$10,000    70.0%         -          70%        Social Media 
Technology                                                                     Marketing 
(Int'l) Ltd 
 
Grand Vision    BVI / Hong    US$10,843    79.9%         -         79.9%       Investment 
Communication   Kong                                                           holdings 
Ltd 
 
Grand Vision    Hong Kong     HK$1,000,000 79.9%                   79.9%       Advertising 
Media Limited                                            - 
 
Grand Vision    Hong Kong     HK$7,824,268 100.0%                  100.0%      3D panel 
Media Network                                            -                     advertising 
Limited 
 
Grand Vision    PRC/Hong Kong RMB832,987   79.9%                   79.9%       Advertising 
Media                                                    - 
(Technology) 
(Shenzhen) Ltd 
 
Ying            Hong Kong     HK$4,900,000 55.0%         55%                   Social Media 
Interactive                                                        -           Marketing 
Marketing 
Services Ltd 
 
Shanghai        PRC           RBM5,874,000 100.0%                  100.0%      3D panel 
Hongshi Culture                                          -                     advertising 
Media Co., Ltd 
 
26.  Control 
 
At 31 December 2019, there is no one controlling party. 
 
 
 
END 
 

(END) Dow Jones Newswires

July 01, 2020 02:00 ET (06:00 GMT)

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