Half-year Report

London, 28 October 2020

GRAND VISION MEDIA HOLDINGS PLC (“GVMH” or the “Company”)

HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2020

The CEO’s Report

Overview

The onset of the COVID-19 pandemic in early 2020 has had a significant adverse effect on the Group’s performance in the first half of 2020. The major restrictions on travel and closure of businesses has caused significant disruption and erosion of confidence, resulting in a decline in revenues in the period. Cinemas remain closed in China, which has had a major adverse impact on the out-of-home advertising revenues.

It is uncertain as to when trading conditions will return to normal, and the disruption is expected to continue for the remainder of the financial year. 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.

We have also continued our expansion plan, by forging more strategic partnerships, both in geographic expansion and also in the development of new location types.  This includes a partnership with Mediaplus of Singapore, who will work with us to expand into Singapore.  We are also evaluating the implementation of our panels at retail locations such as supermarkets and department stores.

Summary of Trading Results

Revenue in the period was HKD6,045K [1H2019 : HKD7,886K], which represents a decline of 23%. The Group had a loss after tax of HKD664K [1H2019 : HKD8,164K loss]. The Group has managed to achieve cost savings as a result of space consolidation and headcount reductions, and has taken advantage of Government fiscal support aimed at helping businesses through the pandemic.

Outlook

The cinemas across China started to re-open from July 2020, operating with reduced audiences. This situation remains as at today. The outlook for the reminder of the financial year remains uncertain, and trading conditions are expected to be challenging. The Group will continue to focus on generating revenue from other sources whilst its traditional business remains affected by the effects of the pandemic.

Responsibility Statement

We confirm that to the best of our knowledge:

a. the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’;

b. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six

months of the year; and,

c. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to

assess the Company’s strategies and the potential for those strategies to succeed. The IMR should not be relied on by

any other party or for any other purpose.

The condensed accounts have not been reviewed by the auditors.

Jonathan Lo

Chief Executive Officer

Date : 28 October 2020

Interim Condensed Statement of Comprehensive Income

	Notes	GVMH 6 months Ended 30 June 2020	GVMH 6 months Ended 30 June 2019	GVMH Year End 31 December 2019
		HK$’000	HK$’000	HK$’000
Turnover		6,045	7,886	12,034
Cost of Sales		(3,142)	(6,571)	(10,648)
Gross Profit		2,903	1,315	1,386
Other Income / Expenditure		729	167	184
Administrative expenses		(1,250)	(3,413)	(6,305)
Depreciation		(503)	(1,708)	(2,350)
Admission costs		(2,401)	(4,451)	(7,787)
Premium on reverse acquisition		-	-	-
Operating Loss		(522)	(8,090)	(14,872)
Finance Cost		(142)	(74)	(223)
Loss before taxation		(664)	(8,164)	(15,095)
Tax on loss on ordinary activities		-	-	-
Loss after taxation		(664)	(8,164)	(15,095)
Exchange difference arising on Translation		(486)	(955)	138
Loss and total comprehensive loss for the period		(1,150)	(9,119)	(14,957)
(Loss)/profit attributable to:
Equity holders of the Company		(306)	(8,348)	(15,221)
Non-controlling interests		(358)	184	126
		(664)	(8,164)	(15,095)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company		(792)	(9,303)	(15,083)
Non-controlling interests		(358)	184	126
		(1,150)	(9,119)	(14,957)
Basic and diluted earnings per share (HK$)	5	(0.0069)	(0.0867)	(0.1568)

Interim Condensed Statement of Changes in Equity

GVMH PLC	Share  Capital	Share Premium	Group Reorganization Reserve	Capital Contribution arising from shareholders loan	Exchange Reserve	Non-Controlling Interest	Retained Earnings	Total Equity
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
Balance at 31 December 2018	96,017	44,106	(96,631)	-	1,896	(3,410)	(54,215)	(12,237)
Re-Organization Reserve	-	-	4,461	-	-	-	-	4,461
Capital Contribution	-	-	-	844	-	-	-	844
Exchange Reserve	-	-	-	-	927	-	(296)	631
Non-Controlling Interest	-	-	-	-	-	184	-	184
Loss for the period	-	-	-	-	-	-	(9,303)	(9,303)
Balance at 30 JUNE 2019	96,017	44,106	(92,170)	844	2,823	(3,226)	(63,814)	(15,420)
Share issue	-	-	-	-	-	-	-	-
Re-Organization Reserve	-	-	(4,461)	-	-	-	-	(4,461)
Capital Contribution	-	-	-	-	-	-	-	-
Exchange Reserve	-	-	-	-	5,535	-	-	5,535
Non-Controlling Interest	-	-	-	-	-	(58)	-	(58)
Loss for the Period	-	-	-	-	-	-	(5,534)	(5,534)
Balance at 31 December 2019	96,017	44,106	(96,631)	844	8,358	(3,284)	(69,348)	(19,938)
Re-Organization Reserve	-	-	(2,641)	-	-	-	-	(2,641)
Capital Contribution	-	-	-	2,552	-	-	-	2,552
Exchange Reserve	-	-	-	-	(1,313)	-	-	(1,313)
Non-Controlling Interest	-	-	-	-	-	2,282	-	2,282
Loss for the period	-	-	-	-	-	-	(307)	(307)
Balance at 30 JUNE 2020	96,017	44,106	(99,272)	3,396	7,045	(1,002)	(69,655)	(19,365)

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.

Retained losses represent the cumulative loss of the Company attributable to equity shareholders.

Interim Condensed Statement of the Financial Position

	Notes	GVMH 30 June 2020	GVMH 30 June 2019	GVMH 31 December 2019
		HK$’000	HK$’000	HK$’000
Assets
Non-Current Assets
Property, plant and equipment		219	488	165
Right of use assets (IFRS16)		1,397	-	1,710
Total Non-Current Asset		1,616	488	1,875
Current assets
Inventories		985	994	1,004
Trade and Other Receivables		7,422	6,890	6,403
Deposits and Pre-Payments		233	360	395
Cash and Cash Equivalents		1,643	2,752	510
Total Current Assets		10,283	10,996	8,312
Total Assets		11,899	11,484	10,187
Equity and Liabilities
Share Capital	6	96,017	96,017	96,017
Share Premium Account	6	44,106	44,106	44,106
Group Re-organization Reserve		(99,272)	(92,170)	(96,631)
Capital Contribution arising from Shareholder’s Loan		3,396	844	844
Exchange Reverses		7,045	2,823	8,358
Non-Controlling Interest		(1,002)	(3,226)	(3,284)
Retained Earnings		(69,655)	(63,814)	(69,348)
Total Equity		(19,365)	(15,420)	(19,938)
Liabilities
Non-Current Liabilities
Shareholders loan		13,985	13,779	14,715
Total Non-Current Liabilities		13,985	13,779	14,715
Current Liabilities
Trade and Other Payables		14,379	12,399	13,050
Amount Due to Directors		1,426	551	515
Lease Liability		1,449	-	1,761
Deposits Received		25	175	84
Total Current Liability		17,279	13,125	15,410
Total Liabilities		31,264	26,904	30,125
Total Equity and Liabilities		11,899	11,484	10,187

Interim Condensed Cash Flow Statement

	Notes	GVMH 6 Months Ended  30 JUNE 2020		GVMH 6 Months Ended  30 JUNE 2019	GVMH For the year ended 31 December 2019
		HK$’000		HK$’000	HK$’000
Cash flows from operating activities
Operating loss		(664)		(8,164)	(15,095)
Add: Depreciation		503		1,708	2,350
Add: Finance Cost on Shareholders loan		142		74	223
Add: Non Cash Successful fee		-		-	-
Add: Share based payment					1,320
Changes in working capital
(Increase) / decrease in inventories		19		712	702
(Increase) / decrease in receivables		(857)		(1,787)	(1,299)
Decrease in deposits and prepayments		-		677	641
Increase / (decrease) in payables		3,150		2,133	2,473
Decrease in deposit received		-		-	(27)
Net cash flow from operating activities		2,293		(4,647)	(8,712)
Investing Activities
Payments for Purchase of Property, Plant and equity			-	(12)	(10)
Acquisition of fixed assets			(246)	-	-
Net cash flow from investing activities			(246)	(12)	(10)
Cash flows from financing activities:
Payment of lease liabilities			(329)	-	(290)
Increase in an amount due from director			-	-	211
Increase in convertible loans			-	-	6,904
(Repayment of) / proceeds from Shareholder loans			416	5,029	(850)
Net cash flow from financing activities			87	5,029	5,975
Net cash flow for the period			2,134	370	(2,746)
Opening Cash and cash equivalents			510	2,552	2,552
Effect on Foreign exchange rate changes			(1,001)	(170)	704
Closing Cash and cash equivalents			1,643	2,752	510

Notes to the Interim Condensed Financial Statements

1.  General Information

GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is a media company incorporated in the United Kingdom. Details of the registered office, the officers and advisers to the Company are presented on the Directors and Advisers page at the end of this report.  The information within these interim condensed financial statements and accompanying notes must be read in conjunction with the audited annual financial statements that have been prepared for the period ended 31 December 2019. 

2.  Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2020 were approved by the board and authorised for issue on 28 October 2020. 

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the period ended 31 December 2019 have been applied in the preparation of these condensed interim financial statements.  These interim financial statements have been prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (“IFRS”) as endorsed by the EU that are expected to be applicable to the financial statements for the year ending 31 December 2020 and on the basis of the accounting policies expected to be used in those financial statements. 

The figures for the six months ended 30 June 2020 and 30 June 2019 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2019 are extracts from the 2019 audited accounts.  The independent auditor’s report on the 2019 accounts was not qualified.

The assets and liabilities of the legal subsidiary, GVC Holdings Limited are recognized and measured in the Group financial statements at the pre-combination carrying amounts, without restatement of fair value. The retained earnings and other equity balances recognized in the Group financial statements reflect the retained earnings and other equity balances of Grand Vision Media Holdings plc immediately before the reverse and the results of the period from 1 January 2019 to 30 June 2019 and post reverse.

Standards and Interpretations adopted with no material effect on financial statements

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have material impact on the Group.

Going concern

The Group’s forecasts and projections, taking into account the increase in revenue from new streams to mitigate against the decline in traditional revenues, 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 interim accounts, 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.

The onset of the COVID-19 pandemic in early 2020 has had a significant adverse effect on the Group’s performance in the first half of 2020. The outlook for the reminder of the financial year remains uncertain, and trading conditions are expected to be challenging. The Group will continue to focus on generating revenue from other sources whilst its traditional business remains adversely impacted by the effects of the pandemic.

3.  Segmental Reporting

In the opinion of the Directors, the Company has one class of business, being that of out of home media and marketing and operates in the Peoples Republic of China/Hong Kong.

4.  Company Result for the period

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The operating loss of the Company for the six months ended 30 June 2020 was HK$ 585,869 (2019:
loss of HK$ 1,052,293, year ended 31 December 2019: HK$ 1,273,000). The current period operating loss incorporated the following main items:

	GVMH 30 JUNE 2020	GVMH 30 JUNE 2019	GVMH 31 December 2019
	(Unaudited)	(Unaudited)	(Audited)
		HK$‘000	HK$‘000
Accounting and administration fees	-	79	209
Employment expenses	297	732	521
Rent fees	-	-	-
Legal and professional fees	150	49	304
Listing costs	-	115	-
Other expenses	139	77	239
Total	586	1,052	1,273

5.  Earnings per Share

Earnings per share data is based on the Company result for the six months and the weighted average number of shares in issue.

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

	GVMH 30 June 2020	GVMH 30 June 2019	GVMH 31 December 2019
	HK$	HK$	HK$
Loss after tax	(664,000)	(8,348,000)	(15,095,000)
Weighted average number of ordinary shares in issue	96,287,079	96,287,079	96,287,079
Basic and diluted loss per share	(0.0069)	(0.0867)	(0.1568)

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. There were no potential dilutive shares in issue during the period.

6.  Share Capital

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

Allotted, called up and fully paid ordinary  shares of 10p each	Number of shares	Share Capital	Share Capital	Share Premium	Share Premium
		£	HK$	£	HK$
Balance at 31 December 2018	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 JUNE 2019	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 31 December 2019	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 JUNE 2020	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565

7  Events Subsequent to 30 June 2020

There were no events subsequent to the balance sheet date.

8.    Reports 

This interim condensed financial statements will be available shortly on the Company website at www.gvmh.co.uk

For more information:

Grand Vision Media Holdings plc	http://gvmh.co.uk/
Ajay Rajpal, Director	Tel: [phone] or [e-mail]
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs	Tel: [phone] or [e-mail]