Half-year Report

London, 28 September 2022
FOR IMMEDIATE RELEASE

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

Half Year Report

Grand Vision Media Holdings plc announces its half year report for the six months ended 30 June 2022.

The CEO’s Report

Overview

COVID continued to have a significant adverse impact on the Group’s performance in the first half of 2022. OOH revenues were severely impacted by the closure of cinemas across China, together with the regional travel restrictions, and Hong Kong having the worst COVID infections in the first half of 2022. There was a high degree of uncertainty throughout that period, with a resulting loss in overall business confidence.

Summary of Trading Results

Revenue in the period was HKD1,877K [2021 : HKD1,742K], which represents a rise of 7.7%. The Group had a loss after tax of HKD2,265K [2021 : HKD3,335K]. The Group continued to adopt prudent cost controls whilst exploring alternative revenue streams to augment the revenue.

Outlook

The effects of COVID continued to adversely effect the Group’s performance in 2022. Much of Asia was under very strict lock down rules and international travel was practically suspended. The lock down in Shanghai in early 2022 gave us further challenges for the first half of the current financial year. Cinemas in China are still operating at reduced capacity.

We continue to explore new opportunities and revenue streams whilst the core business struggles under COVID restrictions. By leveraging our international contacts, we are facilitating international trade, with a particular focus on commodities including metals and foodstuff. We are also assisting China buyers to explore new international trading channels.

However, we are hopeful for the resumption of cross border travel in second half of the year which should result in a slow but steady return to normalcy in travel and trading for the remainder of the year.

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.

Interim Condensed Statement of Comprehensive Income

	Notes	GVMH 6 months Ended 30 June 2022	GVMH 6 months Ended 30 June 2021	GVMH Year End 31 December 2021
		HK$’000	HK$’000	HK$’000
Turnover		1,877	1,742	3,039
Cost of Sales		(1,535)	(1,788)	(2,963)
Gross Profit		342	(46)	76
Other Income / Expenditure		263	(182)	2,460
Administrative expenses		(2,531)	(2,465)	(7,020)
Depreciation		(334)	(624)	(1,681)
Operating Loss		(2,260)	(3,317)	(6,165)
Finance Cost		(5)	(18)	(19)
Loss before taxation		(2,265)	(3,335)	(6,184)
Tax on ordinary activities		-	-	-
Loss after taxation		(2,265)	(3,335)	(6,184)
Exchange difference arising on Translation		(1,387)	368	824
Loss and total comprehensive loss for the period		(3,652)	(2,967)	(5,360)
(Loss)/profit attributable to:
Equity holders of the Company		(2,287)	(3,257)	(5,882)
Non-controlling interests		22	(78)	(302)
		(2,265)	(3,335)	(6,184)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company		(3,674)	(2,888)	(5,058)
Non-controlling interests		22	(78)	(302)
		(3,652)	(2,967)	(5,360)

Basic and diluted earnings per share (HK$)	5	(0.02)	(0.03)	(0.06)

Interim Condensed Statement of Changes in Equity

GVMH PLC	Share Capital	Share Premium	Group Reorganization Reserve	Capital Contribution arising from shareholders loan	Exchangeand OtherReserve	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 2020	96,017	44,106	(100,031)	844	7,190	(173)	(79,109)	(31,156)
Exchange Reserve	-	-	-	-	(198)	-	-	(198)
Non-Controlling Interest	-	-	-	-	-	(79)	-	(79)
Loss for the period	-	-	-	-	-	-	(3,257)	(3,257)
Balance at 30 JUNE 2021	96,017	44,106	(100,031)	844	6,992	(252)	(82,366)	(34,690)
Exchange Reserve	-	-	-	-	23	-	-	23
Lapse of the share option	-	-	-	-	(1,447)	-	1,447	-
Non-Controlling Interest	-	-	-	-	-	(223)	-	(223)
Loss for the Period	-	-	-	-	-	-	(2,625)	(2,625)
Balance at 31 December 2021	96,017	44,106	(100,031)	844	5,568	(475)	(83,544)	(37,515)
Exchange Reserve	-	-	-	-	1,104	-	-	1,104
Non-Controlling Interest	-	-	-	-	-	22	-	22
Loss for the period	-	-	-	-	-	-	(2,287)	(2,287)
Balance at 30 JUNE 2022	96,017	44,106	(100,031)	844	6,672	(453)	(85,831)	(38,676)

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 2022	GVMH 30 June 2021	GVMH 31 December 2021
		HK$’000	HK$’000	HK$’000
Assets
Non-Current Assets
Property, plant and equipment		57	131	103
Right of use assets (IFRS16)		241	530	530
Total Non-Current Asset		298	661	633

Current assets
Inventories		-	-	-
Trade and Other Receivables		867	3,363	1,327
Deposits and Pre-Payments		203	387	187
Cash and Cash Equivalents		270	490	172
Total Current Assets		1,340	4,240	1,686
Total Assets		1,638	4,901	2,319

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		(100,031)	(100,031)	(100,031)
Capital Contribution arising from Shareholder’s Loan		844	844	844
Exchange and Other Reverses		6,672	6,992	5,568
Non-Controlling Interest		(453)	(252)	(475)
Accumulated deficit		(85,831)	(82,366)	(83,544)
Total Equity		(38,676)	(34,690)	(37,515)

Liabilities
Non-Current Liabilities
Convertible Bonds		5,376	6,041	5,946
Shareholders loans		11,235	9,232	9,647
Total Non-Current Liabilities		16,611	15,273	15,593
Current Liabilities
Trade and Other Payables		12,622	15,033	12,747
Amount Due to Directors		3,490	3,263	3,589
Lease Liability		255	558	558
Deposits Received		-	28	11
Shareholder loan		7,336	5,436	7,336
Total Current Liability		23,703	24,318	24,241
Total Liabilities		40,314	39,591	39,834

Total Equity and Liabilities		1,638	4,901	2,319

Interim Condensed Cash Flow Statement

	GVMH 6 Months Ended 30 JUNE 2022		GVMH 6 Months Ended 30 JUNE 2021	GVMH For the year ended 31 December 2021
	HK$’000		HK$’000	HK$’000
Cash flows from operating activities
Operating loss	(2,265)		(3,335)	(6,184)
Add: Depreciation	334		46	669
Add: Finance Cost	5		578	19
Add: Provision for the trade receivables	-		-	365
Add: Impairment loss on the intercompany current account				581
Changes in working capital	(1,926)		(2,711)	(4,550)
Decrease in receivables	460		199	1,857
(increase) / Decrease in deposits and prepayments	(16)		-	213
Decrease in payables	(1,011)		(595)	(3,842)
Net cash flow from/(used in) operating activities	(2,493)		(3,107)	6,322

Investing Activities
Acquisition of fixed assets		-	(7)	(24)
Net cash flow from investing activities		-	(7)	(24)

Cash flows from financing activities:
Payment of lease liabilities		(308)	(616)	(616)
Increase in an amount due from director		-	-	22
Proceeds from Shareholder loans		1,018	2,587	2,766
Net cash flow from financing activities		710	1,971	4,172

Net cash flow for the period		(1,783)	(1,143)	(2,174)
Opening Cash and cash equivalents		172	855	855
Effect on Foreign exchange rate changes		1,881	778	1,491
Closing Cash and cash equivalents		270	490	172

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 2021.

2. Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2022 were approved by the board and authorised for issue on 28 September 2022.

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the year ended 31 December 2021 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 2022 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 2022 and 30 June 2021 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2021 are extracts from the 2021 audited accounts. The independent auditor’s report on the 2021 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 2021 to 30 June 2021 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.

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 2022 was HK$441,092 (2021:
loss of HK$544,593, year ended 31 December 2021: HK$1,427,487). The current period operating loss incorporated the following main items:

	GVMH 30 JUNE 2022	GVMH 30 JUNE 2021	GVMH 31 December 2021
	(Unaudited)	(Unaudited)	(Audited)
		HK$‘000	HK$‘000

Employment expenses	308	323	641
Legal and professional fees	75	166	308
Other expenses	58	56	229
Total	441	545	1,178

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 2022	GVMH 30 June 2021	GVMH 31 December 2021
	HK$	HK$	HK$
Loss after tax	(2,265,000)	(3,335,000)	(6,184,000)
Weighted average number of ordinary shares in issue	96,287,079	96,287,079	96,287,079
Basic and diluted loss per share	(0.02)	(0.03)	(0.06)

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 2020	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 JUNE 2021	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 31 December 2021	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 JUNE 2022	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565