hmvod Limited — Proxy Solicitation & Information Statement 2020

Dec 23, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in hmvod Limited, you should at once pass this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

hmvod Limited h m v o d 視頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

(1) PROPOSED ISSUE OF SETTLEMENT SHARES UNDER SPECIFIC MANDATE

(2) PROPOSAL FOR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A notice convening the EGM to be held at Unit C, 8/F, D2 Place Two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong on Thursday, 14 January 2021 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and be posted on the website of the Company at www.hmvod.com.hk.

24 December 2020

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX – DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION. . . . . .	12
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– ii –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Articles”	the articles of association of the Company
“Board”	the board of Directors
“Bond”	a 4-year 6.25% per annum bond with principal amount of
	HK$9,800,000 issued by the Company in the name of the
	Bondholder on 14 September 2015
“Bondholder”	Ms. Yu Yining, the registered holder of the Bond
“Business Day”	any day (excluding Saturday, Sunday or public holiday) on
	which banks generally are open for business in Hong Kong
“Company”	hmvod Limited, a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are listed on
	GEM
“Conditions”	the conditions precedent to the issue and allotment of the
	Settlement Shares
“connected person(s)”	the meaning ascribed to it under the GEM Listing Rules
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened for the Shareholders to consider and, if thought fit,
	to approve the grant of the Specific Mandate
“GEM”	GEM operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the GEM
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Independent Third Party”	independent third party not connected with the Company or its
	connected persons
“Issue Price”	the issue price per Settlement Share, i.e. HK$0.71

– 1 –

DEFINITIONS

“Latest Practicable Date” “Listing Committee”

22 December 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular The Listing Committee of the Stock Exchange

• “Mr. Tang” Mr. Tang Chun Hei, an independent non-executive Director of the Company

• “Ms. Yang” Ms. Yang Eugenia, an independent non-executive Director of the Company

• “Petition” the winding up petition issued by the Bondholder against the Company on 13 January 2020 in the High Court of Hong Kong under the action no. HCCW 16/2020

• “Settlement Agreement” The settlement agreement dated 10 August 2020 executed between the Company and the Bondholder in relation to the settlement of the Bond (as supplemented by the Supplemental Agreement, the 2nd Supplemental Agreement and a written confirmation dated 21 December 2020)

• “Settlement Shares” 5,521,126 new Shares to be issued and allotted to the Bondholder pursuant to the Settlement Agreement

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Share Consolidation” the consolidation of every 10 shares to 1 consolidated share of the Company which has become effective on 27 August 2020

• “Specific Mandate” a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Settlement Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

“Supplemental Agreement” the supplemental agreement to the Settlement Agreement dated 22 October 2020 and executed between the Company and the Bondholder

“2nd Supplemental Agreement” the 2nd supplemental agreement to the Settlement Agreement dated 1 December 2020 and executed between the Company and the Bondholder

“%”

per cent

– 2 –

LETTER FROM THE BOARD

hmvod Limited h m v o d 視頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

Executive Directors: Mr. Lau Kelly (Chief Executive Officer) Ms. Ho Chi Na Ms. Sin Pui Ying

Independent non-executive Directors Ms. Yang Eugenia Mr. Hau Chi Kit Mr. Ma Stephen Tsz On Mr. Tang Chun Hei

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit C, 8/F D2 Place Two 15 Cheung Shun Street Cheung Sha Wan Kowloon, Hong Kong

24 December 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ISSUE OF SETTLEMENT SHARES UNDER SPECIFIC MANDATE (2) PROPOSAL FOR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 22 July 2020, 14 August 2020, 22 October 2020 and 9 December 2020 in relation to the Petition and the announcements dated 4 November 2020 and 3 December 2020 in relation to the proposed issue of the Settlement Shares.

– 3 –

LETTER FROM THE BOARD

The Company entered into the Settlement Agreement with the Bondholder pursuant to which the Company agreed, amongst other things, to issue the Settlement Shares in settlement of part of outstanding principal amount of the Bond in sum of HK$3,920,000. The Settlement Shares will be issued at the Issue Price of HK$0.71 per Share. The Settlement Shares will be allotted and issued pursuant to the Specific Mandate to be sought from the Shareholders at the EGM.

Completion of the issue of the Settlement Shares is subject to, amongst other things, the Shareholders’ approval at the EGM and the listing approval to be granted by the Stock Exchange. The purpose of this circular is to provide you with, among others, (i) details of the Settlement Agreement involving the allotment and issue of the Settlement Shares under the Specific Mandate to be sought at the EGM; (ii) details of the retiring Directors proposed to be re-elected at the EGM; and (iii) a notice convening the EGM.

The Settlement Agreement

Date: 10 August 2020 Parties: (i) the Company; and (ii) the Bondholder

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Bondholder is an Independent Third Party.

Pursuant to the Settlement Agreement, the parties agree, amongst other things:

• (i) The Company shall pay HK$563,835.62 being the interest accrued on the Bond from 15 September 2019 to the date of Settlement Agreement (the “ Interest Payment ”) within 5 days from the date of the Settlement Agreement;

• (ii) The Company shall pay 60% of the outstanding principal of the Bond (i.e. HK$5,880,000) by 3 monthly instalments of HK$1,960,000 (together with corresponding accrued interest) (the “ Principal Payments ”). The 1st instalment, 2nd instalment and 3rd instalment shall be payable on or before 5 October 2020, 5 November 2020 and 5 December 2020 respectively;

• (iii) The remaining 40% of the outstanding principal (i.e. HK$3,920,000) shall be settled by allotment of the Settlement Shares to the Bondholder within 90 days from the date of Settlement Agreement;

• (iv) If the Conditions cannot be fulfilled, the outstanding indebtedness shall be repaid within 1 month from the date of default of the Conditions;

• (v) In the event that the aggregate market value of the Settlement Shares drops to 30% of HK$3,920,000 within 1 year from the date of allotment, the Company shall issue such further new shares or repay cash to restore such shortfall of the market of HK$3,920,000 to the Bondholder, subject to a lock-up period of 6 months after the date of issuance of new shares; and

– 4 –

LETTER FROM THE BOARD

• (vi) Upon payment of the Interest payment and the Principal Payments, the Bondholder shall take all necessary steps to withdraw the Petition.

As at the Latest Practicable Date, the Company has duly paid the Interest Payment and all the 3 instalments of the Principal Payments to the Bondholder. Accordingly, the Company’s obligations under paragraphs (i) and (ii) above have been duly fulfilled. For paragraph (iii), the Company shall issue the Settlement Shares subject to the fulfilment of the Conditions and the obtaining of the Specific Mandate.

The Company and the Bondholder entered into the Supplemental Agreement on 22 October 2020 whereby the deadline for allotment of the Settlement Shares to the Bondholder shall be extended to 31 December 2020. By a written confirmation signed by the Company and the Bondholder dated 21 December 2020, the parties agree that the deadline for allotment of the Settlement Shares be further extended to 21 January 2021 and that the Company shall pay interest to the Bondholder on the sum of HK$3,920,000.00 in cash at the rate of 6.25% per annum from 11 August 2020 up to the date of allotment of the Settlement Shares. The interest shall be settled within 3 business days from the allotment date. In the event the Company fails to issue the Settlement Shares on or before 21 January 2021, all outstanding Indebtedness due by the Company to the Bondholder shall be repaid immediately together with the corresponding accrued interest on HK$3,920,000.00 at the rate of 6.25% per annum from 11 August 2020.

In addition, the Company and the Bondholder entered into the 2nd Supplemental Agreement on 1 December 2020 whereby it was agreed that:

• (i) Immediately after the allotment of the Settlement Shares to the Bondholder, the Settlement Shares shall be subject to a lock-up period of six months from the date of issuance thereof (the “ Lock-up Period ”); and

• (ii) In the event that the aggregate of the market value of the Settlement Shares drops more than 30% of HK$3,920,000 (i.e. aggregate market value drops more than HK$1,176,000) (the “ Triggering Event ”) as determined by the closing price of the Settlement Shares as at the last trading day immediately prior to the 1st anniversary of the date of allotment (the “ Value Day ”), the Company shall issue such further new shares (the “ Further Settlement Shares ”) at the issue price based on 5-day average closing price of the Shares quoted on the Stock Exchange prior to the Value Day or repay cash to restore such shortfall of the market value of HK$3,920,000 to the Bondholder (the “ Compensation ”), and any further new shares so issued shall be subject to a lock-up period of six (6) months after the date of issuance thereof. If the Bondholder has sold part of the Settlement Shares after the first 6 months’ Lock-up Period but prior to the Value Day, the Compensation (either in form of Further Settlement Shares or cash) payable to the Bondholder shall be pro-rata to the number of the Settlement Shares still held by the Bondholder as at the Value Day over the total number of Settlement Shares. For avoidance of doubt, if the Bondholder has sold all the Settlement Shares prior to the Value Day, she shall not be entitled to any Compensation.

If the Triggering Event occurs and whereupon the Company intends to issue any Further Settlement Shares to the Bondholder, the Company shall seek specific mandate from the Shareholders for such proposed issuance of any Further Settlement Shares. In the event that the Shareholders do not approve the specific mandate, the Company shall be entitled to pay cash to the Bondholder to restore the shortfall without breaching the Settlement Agreement.

– 5 –

LETTER FROM THE BOARD

The Issue Price

According to the Settlement Agreement, the Issue Price of the Settlement Shares shall be at a rate being the 5-day average closing price of the shares of the Company prior to the execution of the Settlement Agreement, i.e. HK$0.71 (after taken into account the effect of the Share Consolidation).

The Issue Price represents:-

• (i) a discount of approximately 6.58% of the theoretical closing price of HK$0.76 per Share (after taken into account of the Share Consolidation) based on the closing price of HK$0.076 per the then share of the Company as quoted on the Stock Exchange on the date of the Settlement Agreement, i.e. 10 August 2020;

• (ii) an equivalent to the theoretical closing price of HK$0.71 per Share (after taken into account of the Share Consolidation) based on the average closing price of HK$0.071 per the then share of the Company as quoted on the Stock Exchange for the five (5) consecutive trading days prior to and excluding the date of the Settlement Agreement;

• (iii) a discount of approximately 72.16% of the closing price of HK$2.550 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Issue Price was determined after arm’s length negotiations between the Company and the Bondholder with reference to, among other things, the then prevailing market price of the shares of the Company and the terms of the Settlement Agreement. The Directors consider that the Issue Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Settlement Shares

Pursuant to the Settlement Agreement, for settlement of the remaining outstanding principal of HK$3,920,000 of the Bond at the Issue Price of HK$0.71 per Settlement Share, the Company shall allot and issue 5,521,126 Settlement Shares to the Bondholder, representing (i) approximately 6.47% of the total number of Shares in issue as at the Latest Practicable Date; and (ii) approximately 6.08% of the total number of shares of the Company in issue as enlarged by such allotment. The aggregate nominal value of these 5,521,126 Settlement Shares is HK$55,211.26.

The Settlement Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue thereof.

The Settlement Shares will be allotted and issued pursuant to the Specific Mandate to be sought from the Shareholders at the EGM.

Conditions Precedent

The issue and allotment of the Settlement Shares is subject to the Conditions, namely:

• (a) The Settlement Shares shall be permissible investment asset classes as specified under the Capital Investment Entrant Scheme introduced by the HKSAR;

– 6 –

LETTER FROM THE BOARD

• (b) The obtaining of the approval from the Listing Committee of the Stock Exchange on the listing of and permission to deal in the Settlement Shares; and

• (c) The issue price of the Settlement Shares shall be at a rate being the 5-day average closing price of the Shares prior to the execution of the Settlement Agreement.

If the Conditions cannot be fulfilled on or before 31 December 2020, the outstanding indebtedness shall be repaid within 1 month from the date of default of the Conditions.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Settlement Shares.

REASONS FOR THE ALLOTMENT OF SETTLEMENT SHARES

The Group principally engages in provision of professional services, over-the-top (“ OTT ”) services, and proprietary trading. The professional services segment involves cyber security services and solutions. The OTT services segment involves provision of multi-media related services and content to customers in Hong Kong and Taiwan via its own digital video rental platform.

The Bond has been overdue since its maturity date in September 2019. After a lengthy negotiation process, the Company and the Bondholder has eventually reached a settlement on terms of the Settlement Agreement under which, among other things, the principal amount of the Bond can be settled partially (60%) by cash and partially (40%) by the allotment of the Settlement Shares.

The Directors consider that the partial settlement of the principal of the Bond by the Settlement Shares can (i) relieve the Group from immediate repayment obligation of the corresponding outstanding principal amount of the Bond; (ii) improve the cash position of the Company by saving the cash outflow that would have been used for payment of the Bond but for the allotment of Settlement Shares; (iii) enlarge the Company’s shareholders’ base by introducing a new substantial shareholder.

The Issue Price of HK$0.71 was determined by the Company and the Bondholder on 10 August 2020 after arm’s length negotiation. The parties considered that the Issue Price as determined with reference to the 5-day average of the then trading price immediately prior to the date of signing of the Settlement Agreement (i.e. 10 August 2020) to be fair and reasonable. The Company notes that the Issue Price was lower than the issue price per rights shares (i.e. HK$0.85) in the latest rights issue undertaken and completed by the Company (as announced on 19 May 2020). However, the adjusted closing price of the Shares have dropped significantly since the announcement of the rights issue from HK$2.36 to the lowest of HK$0.65 (6 July 2020) and has never reached to the rights issue price until the date of the signing of the Settlement Agreement. It was therefore fair and reasonable for the parties to determine the Issue Price with reference to the then prevailing market price of the Shares.

Accordingly, the Directors consider that the terms of the allotment of the Settlement Shares and Settlement Agreements are fair and reasonable and the allotment of the Settlement Shares are in the interests of the Company and its Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

INFORMATION OF THE BONDHOLDER

The Settlement Shares will be allotted to the Bondholder, who is an individual investor. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Bondholder is an Independent Third Party.

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company (for illustration purpose only) as at (i) the Latest Practicable Date; and (ii) after the allotment of the Settlement Shares are set out below (assume there being no other change in the share capital of the Company):

Shareholders The Bondholder Substantial shareholders Kingston Securities Limited (note (i)) Lau Wang Chi Barry (note (ii)) Leung Lisa Other public shareholders Total	As at the Latest Practicable Date No. of Shares Approximate % – – 8,004,000 9.38 11,112,000 13.02 8,500,000 9.96 57,738,122 67.64 85,354,122 100	Immediately after allotment of the Settlement Shares No. of Shares % 5,521,126 6.08 8,004,000 8.81 11,112,000 12.23 8,500,000 9.35 50,840,122 63.53 90,875,248 100	Immediately after allotment of the Settlement Shares No. of Shares % 5,521,126 6.08 8,004,000 8.81 11,112,000 12.23 8,500,000 9.35 50,840,122 63.53 90,875,248 100
			100

Notes: (i) Based on the notices of disclosure of interest filed by Chu Yuet Wah (“ Chu ”), Chu has a controlling interest in Kingston Securities Limited and is deemed to be interested in these shares held by Kingston Securities Limited.

(ii) Based on the notices of disclosure of interest filed by Lau Wang Chi Barry (“ Lau ”), Lau has a controlling interest in Surplus Gain Global Limited and is deemed to be interested in these shares held by Surplus Gain Global Limited.

– 8 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

Save as disclosed below, the Company had not conducted any other equity fund raising activities in the past 12 months immediately preceding the Latest Practicable Date:

Date of

announcement Fund raising activities

Net proceeds raised Proposed use of Actual use of the (Approximately) the net proceeds net proceeds

19 May 2020, Rights issue of 71,128,435 HK$58.6 million 30 July 2020, rights shares at a price 6 August 2020 of HK$0.85 per rights (circular) and share 8 September 2020 (Prospectus)

(i) Approximately Used as intended HK$50.9 million for repayment of the Group’s outstanding loans which had been expired by over 10 months;

(ii) Approximately Used as intended HK$7.7 million for partial repayment of the Bond and other accrued expenses of the Group

GENERAL

The issue and allotment of the Settlement Shares is subject to fulfillment of the Conditions and may or may not take place. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

LISTING RULES IMPLICATIONS

As the Settlement Shares will be allotted and issued under the Specific Mandate, the issue of the Settlement Shares is subject to the Shareholders’ approval. The EGM will be convened for the purpose of considering, and if thought fit, approving the grant of the Specific Mandate.

PROPOSED RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

In accordance with Article 86(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his/her appointment. Accordingly, Ms. Yang and Mr. Tang, who were appointed as independent non-executive Directors with effect from 9 October 2020 and 1 December 2020 respectively, will retire from their office and be subject to re-election at the EGM.

The biographical details of Ms. Yang and Mr. Tang are set out in the Appendix to this circular.

– 9 –

LETTER FROM THE BOARD

EGM

Set out on pages EGM-1 to EGM-3 of this circular is a notice convening the EGM to be held at Unit C, 8/F, D2 Place Two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong on Thursday, 14 January 2021 at 10:00 a.m. at which ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, pass the resolutions in respect of (i) the proposed grant of the Specific Mandate; and (ii) the re-election of the retiring Director.

A form of proxy for use by the Shareholders at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the EGM must be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 17.47(5) of the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting at the EGM pursuant to the Listing Rules and/or the Articles.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 11 January 2021 to Thursday, 14 January 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Friday, 8 January 2021.

RECOMMENDATION

The Board considers that the proposed resolutions for (i) the grant of the Specific Mandate; and (ii) the re-election of Ms. Yang and Mr. Tang as an independent non-executive Director are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM.

– 10 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

Yours faithfully, By order of the Board hmvod Limited Lau Kelly Executive Director

– 11 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX

The biographical details of the Directors proposed to be re-elected at the EGM are set out as follows:

Ms. Yang Eugenia – independent non-executive Director

Ms. Yang, aged 43, was appointed as an independent non-executive Director with effect from 9 October 2020. She is currently the chairlady of the audit committee, the nomination committee and the remuneration committee of the Company.

Ms. Yang is currently an independent non-executive director of C-Link Squared Limited (Stock Code: 1463) (a Malaysia-based outsourced document management services provider and related software applications and enterprise software developer), a company listed on the Main Board of the Stock Exchange.

Ms. Yang was an independent non-executive director of EFT Solutions Holdings Limited (Stock Code: 8062) (principally engaged in the provision of electronic fund transfer at point-of-sale solutions), a company listed on GEM of the Stock Exchange, from August 2017 to September 2019. Ms. Yang was an independent non-executive director of Nority International Group Limited (currently known as Wai Chun Bio-Technology Limited) (Stock Code: 660) (principally engaged in the manufacture and sale of modified starch and other biochemical products), a company listed on the Main Board of the Stock Exchange, from August 2005 to May 2006 and an independent non-executive director of (i) Millennium Pacific Group Holdings Limited (Stock Code: 8147) (principally engaged in the research and development, manufacture and sale of consumer electronic products) from June 2014 to July 2017, and (ii) China Oil Gangran Energy Group Holdings Limited (formerly known as Fairson Holdings Limited) (Stock Code: 8132) (principally engaged in energy related business) from August 2013 to June 2018, the shares of these companies are listed on GEM of the Stock Exchange.

Ms. Yang has been a practising barrister-at-law in Hong Kong since June 2005. She has been a member of CPA Australia since September 2003 and a member of the Hong Kong Institute of Certified Public Accountants since July 2005. She has also been a member of the Institute of Chartered Accountants in England and Wales since May 2016 and a member of the Institute of Certified Public Accountants of Pakistan since May 2017.

Ms. Yang obtained her Bachelor’s degree of Commerce, Postgraduate Diploma in Finance and a Master’s degree of Commerce from The University of Melbourne, Australia, in March 1998, April 1999 and September 2000 respectively, and a Bachelor’s degree of Laws from Monash University, Australia, in March 2003. She also obtained a Postgraduate Certificate in Laws from the City University of Hong Kong in July 2004.

Ms. Yang has signed a letter of appointment with the Company for an initial term of service of three years commencing from 9 October 2020 and is subject to rotation and re-election pursuant to the Articles. Ms. Yang shall be entitled to receive a director’s fee of HK$120,000 per annum which was determined by the Board with reference to the duties and responsibilities undertaken by her as a Director of the Company.

– 12 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX

Save as disclosed above, Ms. Yang (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing Directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed above, the Board is not aware of any other information in relation to the re-appointment of Ms. Yang 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 Ms. Yang’s re-appointment.

Mr. Tang Chun Hei – independent non-executive Director

Mr. Tang, aged 32, is currently the vice president of Titan Financial Services Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

Mr. Tang obtained his bachelor’s degree of arts in business and management from the University of Northampton in 2015. Mr. Tang has been a certified management accountant of The Institute of Certified Management Accountants since 2015 and an associate of the Institute of Public Accountants since 2019.

Save as disclosed above, Mr. Tang (i) does not hold any position with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing Directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO; and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Tang has signed a letter of appointment with the Company for an initial term of service of three years commencing from 1 December 2020 and is subject to rotation and re-election pursuant to the Articles of Association. Mr. Tang 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.

Save as disclosed above, the Board is not aware of any other information in relation to Mr. Tang 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 the shareholders of the Company in relation to Mr. Tang’s re-appointment.

– 13 –

NOTICE OF EGM

hmvod Limited h m v o d 視頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of hmvod Limited (the “ Company ”) will be held at Unit C, 8/F, D2 Place Two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong on Thursday, 14 January 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the issue and allotment of 5,521,126 new shares (the “ Settlement Shares ”) of the Company to Ms. Yu Yining (the “ Bondholder ”) at the issue price of HK$0.71 per Settlement Share in accordance with the terms of the settlement agreement dated 10 August 2020 (as supplemented by a supplemental agreement dated 22 October 2020, a 2nd supplemental agreement dated 1 December 2020 and a written confirmation dated 21 December 2020; collectively the “ Settlement Agreement ”) (a copy of which is marked “A” produced to the meeting and initialed by the chairman of the meeting for the purpose of identification) entered into between the Company and the Bondholder and other transactions contemplated thereunder are hereby approved; and

3. (b) the directors of the Company be and are hereby authorised to do all such acts and things as they may consider necessary or expedient to give effect to the issue of the Settlement Shares.

4. (i) “ THAT the re-election of Ms. Yang Eugenia as an independent non-executive director of the Company be and is hereby approved.”

5. (ii) “ THAT the re-election of Mr. Tang Chun Hei as an independent non-executive director of the Company be and is hereby approved.”

By order of the Board hmvod Limited Lau Kelly Executive Director

Hong Kong, 24 December 2020

– EGM-1 –

NOTICE OF EGM

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal Place of Business in Hong Kong: Unit C, 8/F D2 Place Two 15 Cheung Shun Street Cheung Sha Wan Kowloon, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares of the Company. A proxy need not be a member of the Company.

2. A form of proxy for the meeting is enclosed. The form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarized copy of such power or authority, shall be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

3. For the purpose of ascertaining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 11 January 2021 to Thursday, 14 January 2021, both dates inclusive, during which period no transfer of share(s) of the Company will be registered. In order to be eligible to attend and vote at the meeting, all transfer document(s), accompanied by the relevant share certificate(s), must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Friday, 8 January 2021.

4. The Chinese translation of this notice is for reference only and in case of any inconsistency, the English version shall prevail.

5. If Typhoon Signal No. 8 or above, “extreme conditions” caused by super typhoons as announced by the Government of the Hong Kong Special Administrative Region or a “black” rainstorm is in effect in Hong Kong any time after 7:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will publish an announcement on the websites of the Company and the Stock Exchange to notify shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the directors of the Company are:

Executive Directors:

Mr. Lau Kelly (Chief Executive Officer)

Ms. Ho Chi Na Ms. Sin Pui Ying

Independent non-executive Directors

Ms. Yang Eugenia Mr. Hau Chi Kit

• Mr. Ma Stephen Tsz On

• Mr. Tang Chun Hei

– EGM-2 –

NOTICE OF EGM

This notice, 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 notice 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 notice misleading.

This notice will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its postings and on the website of the Company at http://www.hmvod.com.hk.

– EGM-3 –