hmvod Limited — Board/Management Information 2024

Dec 2, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

hmvod Limited
hmvod視頻有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8103)

RE-DESIGNATION OF A DIRECTOR;
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND
CHANGE IN COMPOSITION OF BOARD COMMITTEES

The board of directors of hmvod Limited announces that with effect from 2 December 2024:

1. Mr. Ko Chi Kiu Robert, an independent non-executive director of the Company, has been re-designated as an executive director of the Company; and
2. Mr. Chow Ho Yuen has been appointed as an independent non-executive director, and a member of audit committee of the Company.

The board (the "Board") of directors (the "Directors" and each, a "Director") of hmvod Limited (the "Company", together with its subsidiaries, the "Group") announces the following redesignation of a director of the Company with effect from 2 December 2024.

RE-DESIGNATION AS EXECUTIVE DIRECTOR

Mr. Ko Chi Kiu Robert ("Mr. Ko") has been re-designated from a non-executive director to an executive director of the Company with effect from 2 December 2024.

Mr. Ko, aged 47, was appointed as the independent non-executive director of the Company on 4 September 2023. Mr. Ko has extensive experience in media, communication and journalism. Mr. Ko holds a Bachelor degree of Journalism and Communication from Chu Hai University. Mr. Ko had more than 22 years of experience in the editorial industry and journalism. He is currently a chief executive officer and founder of a public relation company.

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Mr. Ko will enter into a new service contract with the Company as an executive director for an initial term of three years renewable automatically for successive term of three years commencing from the next day after the expiry of the current term of his appointment, unless terminated either by Mr. Ko or the Company by serving one month' notice in writing. Mr. Ko is subject to rotation and re-election pursuant to the Articles of Association of the Company. Mr. Ko shall be entitled to receive a director's fee of HK$120,000 per annum which is subject to review, and a discretionary bonus which is based on the performance of the Company and of Mr. Ko, determined by the Board or its delegated committee with reference to his duties and responsibilities as well as the prevailing market conditions.

Save as disclosed above, there are no other matters in relation to the appointment of Mr. Ko that needs to be brought to the attention of the holders of securities of the Company and there is no other information that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Chow Ho Yuen has been appointed as an independent non-executive director, as well as a member of audit committee of the Company with effect from 2 December 2024.

Mr. Chow, aged 38, obtained a Bachelor of Business Administration degree in Accountancy from The Hong Kong Polytechnic University in October 2008. He is a Fellow of the Hong Kong Institute of Certified Public Accountants. Mr. Chow has over 16 years of experience in auditing, accounting, company secretarial and taxation fields. He worked in the audit and assurance division in Ernst and Young from January 2011 to January 2017 with his last position as audit manager. He is also the founder of John Chow Certified Public Accountant (Practising).

Pursuant to the appointment of Mr. Chow, his initial term of service shall be three years commencing from 2 December 2024 and is subject to rotation and re-election pursuant to the Articles of Association of the Company. Mr. Chow shall be entitled to receive a director's fee of HK$120,000 per annum which is determined by the Board with reference to the duties and responsibilities undertaken by him as a director of the Company.

Mr. Chow has confirmed that he met the independence criteria set out in Rule 5.09 of the GEM Listing Rules.

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Save as disclosed above, as at the date of this announcement, Mr. Chow (i) does not hold any other position with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in other listed public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company; and (iv) does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company. The Board is also not aware of any other information in relation to Mr. Chow that is required to be disclosed pursuant to rule 17.50 (2)(h) to (v) of the GEM Listing Rules or any other matter that needs to be brought to the attention of shareholders of the Company in relation to Mr. Chow’s appointment.

The Board would like to take this opportunity to express its warm welcome to Mr. Chow for joining the Board.

CHANGE IN COMPOSITION OF BOARD COMMITTEE

Upon Mr. Ko’s re-designation, he resigned to be the chairman of the nomination committee, remuneration committee, and the member of the audit committee. The Board further announces that with effect from 2 December 2024, Mr. Ip Chi Ching will be appointed as the chairman of the remuneration committee and nomination committee of the Board to take the place of Mr. Ko. Instead, Mr. Ko will stay in the remuneration committee and nomination committee of the Board as a member. Mr. Chow will be appointed as the member of audit committee. After the aforesaid changes, the composition of the audit committee, remuneration committee and nomination committee will be as follows:

Nomination Committee:
Mr. Ip Chi Ching (Chairman)
Mr. Ko Chi Kiu Robert
Mr. Leung Tze Wai

Remuneration Committee:
Mr. Ip Chi Ching (Chairman)
Mr. Ko Chi Kiu Robert
Mr. Leung Tze Wai

Audit Committee:
Mr. Leung Tze Wai (Chairman)
Mr. Ip Chi Ching
Mr. Chow Ho Yuen

By order of the Board
hmvod Limited
Wong Tsz Ki
Executive Director

Hong Kong, 2 December 2024

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As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:
Ms. Wong Tsz Ki
Mr. Chong Tung Yan Benedict
Mr. Ko Chi Kiu Robert

Independent non-executive Directors:
Mr. Leung Tze Wai
Mr. Chow Ho Yuen
Mr. Ip Chi Ching

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the Stock Exchange’s website at www.hkexnews.hk on the “Latest Listing Company Information” page for at least 7 days from the date of its posting and on the Company’s website at www.hmvod.com.hk.

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