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 2023.

The CEO’s Report

Overview

After the 3-year period shroud by COVID-19, the world enters a new post-pandemic era in 2023. However, the general market outlook continue to present many challenges due to tightening economic conditions in China and other global economies. We continue to diversify and look for new revenue streams and business models to augment our core marketing services.

Summary of Trading Results

Revenue in the period was HKD2,272K [2022 : HKD1,877K], which represents a rise of 21.04%. The Group had a loss after tax of HKD1,970K [2022 : HKD2,265K]. The Group continued to adopt prudent cost controls whilst exploring alternative revenue streams to augment the revenue.

Outlook

The new initiative of international brand management and expansion whereby we help brands expand to new geographies is progressing and we expect to generate revenue from this in the second half of the year. In particular, we will be working closely with our Korean and Thai customers to increase cross-border ecommerce.

We are also looking into new technologies like AI generated content to produce short video marketing and live streaming sales on social media platforms such as Tik Tok (Douyin) in China. This will enable to develop a new revenue stream in content production.

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 September 2023

Interim Condensed Statement of Comprehensive Income

	Notes	GVMH 6 months Ended 30 June 2023 (unaudited)	GVMH 6 months Ended 30 June 2022 (unaudited)	GVMH Year End 31 December 2022 (audited)
		HK$’000	HK$’000	HK$’000
Turnover		2,272	1,877	3,974
Cost of Sales		(1,547)	(1,535)	(3,261)
Gross Profit		725	342	713
Other Income / Expenditure		(12)	263	261
Administrative expenses		(2,381)	(2,531)	(6,014)
Depreciation		(292)	(334)	(669)
Operating Loss		(1,960)	(2,260)	(5,709)
Finance Cost		(10)	(5)	(7)
Loss before taxation		(1,970)	(2,265)	(5,716)
Tax on ordinary activities		-	-	-
Loss after taxation		(1,970)	(2,265)	(5,716)
Exchange difference arising on Translation		(670)	(1,387)	(2,135)
Loss and total comprehensive loss for the period		(2,640)	(3,652)	(7,851)
Loss attributable to:
Equity holders of the Company		(1,945)	(2,287)	(5,718)
Non-controlling interests		(25)	22	2
		(1,970)	(2,265)	(5,716)
Total comprehensive loss attributable to:
Equity holders of the Company		(2,615)	(3,674)	(7,853)
Non-controlling interests		(25)	22	2
		(2,640)	(3,652)	(7,851)

Basic and diluted earnings per share (HK$)	5	(0.02)	(0.02)	(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 2021 (audited)	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 (unaudited)	96,017	44,106	(100,031)	844	6,672	(453)	(85,831)	(38,676)
Exchange Reserve	-	-	-	-	1,543	-	-	1,543
Lapse of the share option	-	-	-	-	(1,320)	-	1320	-
Non-Controlling Interest	-	-	-	-	-	(20)	-	(20)
Loss for the period	-	-	-	-	-	-	(3,432)	(3.432)
Balance at 31 December 2022 (audited)	96,017	44,106	(100,031)	844	6,895	(473)	(87,943)	(40,585)
Exchange Reserve	-	-	-	-	(1,066)	-	-	(1,066)
Lapse of the share option	-	-	-	-	-	-	-	-
Non-Controlling Interest	-	-	-	-	-	(25)	-	(25)
Loss for the period	-	-	-	-	-	-	(1,945)	(1,945)
Balance at 30 June 2023 (unaudited)	96,017	44,106	(100,031)	844	5,829	(498)	(89,888)	(43,621)

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 2023 (unaudited)	GVMH 30 June 2022 (unaudited)	GVMH 31 December 2022 (audited)
		HK$’000	HK$’000	HK$’000
Assets
Non-Current Assets
Property, plant and equipment		8	57	12
Right of use assets (IFRS16)		815	241	1,103
Total Non-Current Asset		823	298	1,115

Current assets
Trade and Other Receivables		1,119	867	978
Deposits and Pre-Payments		171	203	216
Cash and Cash Equivalents		136	270	258
Total Current Assets		1,426	1,340	1,452
Total Assets		1,249	1,638	2,567

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		5,829	6,672	6,895
Non-Controlling Interest		(498)	(453)	(473)
Accumulated deficit		(89,888)	(85,831)	(87,943)
Total Equity		(43,621)	(38,676)	(40,585)

Liabilities
Non-Current Liabilities
Convertible Bonds		5,611	5,376	5,326
Shareholders loans		9,725	11,235	9,676
Total Non-Current Liabilities		15,336	16,611	15,002
Current Liabilities
Trade and Other Payables		14,190	12,622	12,717
Amount Due to Directors		3,787	3,490	3,513
Lease Liability		820	255	1,104
Deposits Received		-	-	79
Shareholder loan		11,737	7,336	10,737
Total Current Liability		30,534	23,703	28,150
Total Liabilities		45,870	40,314	43,152

Total Equity and Liabilities		2,249	1,638	2,567

Interim Condensed Cash Flow Statement

	GVMH 6 Months Ended 30 June 2023 (unaudited)	GVMH 6 Months Ended 30 June 2022 (unaudited)	GVMH For the year ended 31 December 2022 (audited)
	HK$’000	HK$’000	HK$’000
Cash flows from operating activities
Operating loss	(1,970)	(2,265)	(5,716)
Add: Depreciation	292	334	668
Add: Finance Cost	10	5	8
Changes in working capital	(1,668)	(1,926)	(5,040)
(Increase) / Decrease in receivables	(141)	460	345
(Increase) / Decrease in deposits and prepayments	45	(16)	(25)
Increase / (Decrease) in payables	1,473	(1,011)	415
Increase / (Decrease) in deposit received	(79)	-	68
Net cash flow used in operating activities	(370)	(2,493)	(4,237)


Cash flows from financing activities:
Payment of lease liabilities	(294)	(308)	(613)
Increase in an amount due to directors	274	-	(76)
Proceeds from Shareholder loans	1,334	1,018	2,365
Net cash flow from financing activities	1,314	710	1,676


Net cash flow for the period	944	(1,783)	(2,561)
Opening Cash and cash equivalents	258	172	172
Effect on Foreign exchange rate changes	(1,066)	1,881	2,647
Closing Cash and cash equivalents	136	270	258

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 year ended 31 December 2022.

2. Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2023 were approved by the board and authorised for issue on 28 September 2023.

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the year ended 31 December 2022 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 2023 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 2023 and 30 June 2022 are unaudited and do not constitute full accounts. The comparative figures for the year ended 31 December 2022 are extracts from the 2022 audited accounts. The independent auditor’s report on the 2022 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 2023 to 30 June 2023 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 2023 was HK$412,346 (2022:
loss of HK$441,092, year ended 31 December 2022: HK$1,432,041). The current period operating loss incorporated the following main items:

	GVMH 30 JUNE 2023	GVMH 30 JUNE 2022	GVMH 31 December 2022
	(unaudited)	(unaudited)	(audited)
	HK$‘000	HK$‘000	HK$‘000

Employment expenses	289	308	585
Legal and professional fees	117	75	211
Other expenses	6	58	220
Total	412	441	1,016

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 2023 (unaudited)	GVMH 30 June 2022 (unaudited)	GVMH 31 December 2022 (audited)
	HK$	HK$	HK$
Loss after tax	(1,970,000)	(2,265,000)	(5,716,000)
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)	(0.02)	(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 2021 (audited)	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 June 2022 (unaudited)	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 31 December 2022 (audited)	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565
Balance at 30 June 2023 (unaudited)	96,287,079	9,628,708	96,017,186	4,422,954	44,105,565