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hmvod Limited Capital/Financing Update 2023

Dec 4, 2023

51270_rns_2023-12-04_28e6a3a5-43e9-4065-abf0-86490a13e8e8.pdf

Capital/Financing Update

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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.

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hmvod Limited hmvod 視 頻 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

FURTHER EXTENSION OF LONG STOP DATE IN RELATION TO ISSUE OF CONVERTIBLE BONDS UNDER GENERAL MANDATE

Reference is made to the announcement of hmvod Limited (the “ Company ”) dated 8 August 2023, the supplemental announcements of the Company dated 22 August 2023, and 10 October 2023 and the extension of long stop date dated 5 October 2023 in relation to the issue of convertible bonds under general mandate (collectively called the “ Announcements ”). Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

Pursuant to the Subscription Agreement (as amended and supplemental by the First and the Second Supplemental Agreements), the Completion shall take place on the date on which all the conditions precedent of the Subscription Agreement (as amended and supplemental by the First and the Second Supplemental Agreements) (the “ Conditions ”) having been satisfied or waived. If the Conditions have not been fulfilled by 3 December 2023, the Subscription Agreement (as amended and supplemental by the Supplemental Agreement) shall be terminated and of no effect.

As additional time is required for the Subscriber to fulfill the obligations under the Subscription Agreement (as amended and supplemental by the Supplemental Agreement and the Second Supplemental Agreement), the Company and the Subscribers entered into a supplemental agreement (the “ Third Supplemental Agreement ”) on 3 December 2023 to extend the Long Stop Date to 31 December 2023. If all the conditions precedent of the Subscription Agreement (as amended and supplemental by the First, the Second and the Third Supplemental Agreements) (the “ Conditions ”) have not been fulfilled by 31 December 2023, the Subscription Agreement (as amended and supplemental by the First, the Second and the Third Supplemental Agreements) shall be terminated and of no effect.

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As at the date of this announcement, due to limited human resources, additional time is required for the completion of certain administrative procedures in relation to issue of the convertible bonds under general mandate after a series of corporate events, including but not limited to the change of company secretary, the placing of new shares under general mandate (the “ Placing ”), and the issuance of interim report.

Also, the Subscribers consider that the Placing constituted a corporate event or latest development of the Company with material impact on, among others, the financial or business condition or prospects of the Group, which falls within the scope of the Condition precedent (e) requiring the warranties given by the Company (the “ Company Warranties ”) under the provisions of the Subscription Agreement. Accordingly, the Subscribers require additional time to evaluate the subscription of the Convertible Bonds, resulting in the extension of the Long Stop Date.

Save as disclosed above, all other terms and conditions of the Subscription Agreement (as amended and supplemental by the First, the Second and the Third Supplemental Agreements) remain unchanged and in full force and effect in all respects.

As the Subscription Agreement (as amended and supplemental by the Supplemental Agreement and the subsequent Supplemental Agreement) may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

By order of the Board hmvod Limited Ho Chi Na Executive Director

Hong Kong, 4 December 2023

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

Executive Directors:

Ms. Ho Chi Na Ms. Wong Tsz Ki Mr. Chong Tung Yan Benedict

Independent non-executive Directors:

Mr. Chan Chi Ching Mr. Tsang Hing Bun Mr. Hung Cho Sing, B.B.S. Mr. Ko Chi Kiu Robert

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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 Listed 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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