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Digital Domain Holdings Limited Proxy Solicitation & Information Statement 2026
49287_rns_2026-04-27_00d8d165-b232-423a-93b8-9958c070182e.pdf
Proxy Solicitation & Information Statement
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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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Digital Domain Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.
DIGITAL DOMAIN HOLDINGS LIMITED
數字王國集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 547)
RENEWAL OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
EXTENSION OF ISSUE MANDATE,
RE-ELECTION OF RETIRING DIRECTORS,
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at the Conference Room, Suite 2005, 20/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Monday, 29 June 2026 at 10:30 a.m. is set out on pages 19 to 23 of this circular. Whether or not you are able to attend the meeting, please complete the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
There will be no distribution of corporate gifts or serving of refreshments at the meeting.
28 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I – EXPLANATORY STATEMENT ... 8
APPENDIX II – DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 11
NOTICE OF ANNUAL GENERAL MEETING ... 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at the Conference Room, Suite 2005, 20/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Monday, 29 June 2026 at 10:30 a.m.
"AGM Notice"
the notice convening the AGM as set out on pages 19 to 23 of this circular
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company adopted at the annual general meeting of the Company held on 20 June 2025
"close associate(s)"
has the same meaning ascribed to it under the Listing Rules
"Company"
Digital Domain Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 547)
"Director(s)"
the director(s) of the Company
"Existing Issue Mandate"
a general and unconditional mandate granted to the Directors on 20 June 2025 to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate number of Shares in issue as at 20 June 2025
"Existing Repurchase Mandate"
a general and unconditional mandate granted to the Directors on 20 June 2025 to repurchase Shares representing up to a maximum number equivalent to 10% of the aggregate number of Shares in issue as at 20 June 2025
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares as set out in resolution no. 5(2) in the AGM Notice
"Latest Practicable Date"
21 April 2026, being the latest practicable date prior to printing of this circular for ascertaining certain information referred to in this circular
DEFINITIONS
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
|---|---|
| “PRC” | the People’s Republic of China |
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in resolution no. 5(1) in the AGM Notice |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | the ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules |
| “%” | per cent. |
LETTER FROM THE BOARD
D DIGITAL DOMAIN
DIGITAL DOMAIN HOLDINGS LIMITED
數字王國集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 547)
Executive Directors:
Mr. WONG Cheung Lok (Chairman and Chief Executive Officer)
Dr. SUN Ta-Chien
Non-executive Directors:
Ms. CHU Wing Sze
Mr. WANG Wei-Chung
Independent Non-executive Directors:
Mr. DUAN Xiongfei
Ms. LAU Cheong
Dr. Elizabeth Monk DALEY
Mr. WOO King Hang
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head Office and Principal Place of Business in Hong Kong:
Suite 2005, 20/F.
West Tower, Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
28 April 2026
To the Shareholders
Dear Sir or Madam,
RENEWAL OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
EXTENSION OF ISSUE MANDATE,
RE-ELECTION OF RETIRING DIRECTORS,
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this document is to provide you with requisite information regarding resolutions to be proposed at the AGM: (i) to grant the Issue Mandate and the Repurchase Mandate, and to extend the Issue Mandate, (ii) to re-elect the retiring Directors, and (iii) to re-appoint the auditor.
LETTER FROM THE BOARD
- RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION OF ISSUE MANDATE
At the annual general meeting of the Company held on 20 June 2025, ordinary resolutions were passed for the granting (i) the Existing Issue Mandate and (ii) the Existing Repurchase Mandate. The Existing Issue Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM.
Resolutions to grant the Issue Mandate and the Repurchase Mandate to the Directors to, inter alia, exercise all powers of the Company to allot, issue or otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) up to 20% of the total number of the Shares in issue (excluding any treasury shares) as at the date of passing the resolutions and to repurchase Shares up to 10% of the total number of the Shares in issue (excluding any treasury shares) as at the date of passing the resolutions, respectively, (details of which are set out in resolutions nos. 5(2) and 5(1) respectively of the AGM Notice) will be proposed at the AGM. A separate resolution authorising the extension of the Issue Mandate to issue Shares by additional number equal to the aggregate number of the Shares repurchased by the Company under the Repurchase Mandate will also be proposed as resolution no. 5(3) at the AGM.
The Issue Mandate and the Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in ordinary resolutions nos. 5(2) and 5(1) set out in the AGM Notice. On the assumption that there will not be any change to the issued share capital of the Company between the Latest Practicable Date and the AGM, the Directors would be authorised under the Issue Mandate to issue a maximum of 1,595,849,725 Shares (including any sale or transfer of treasury shares) based on the issued share capital of 7,979,248,625 Shares as at the Latest Practicable Date. The Directors have no current plans to issue any new Shares (or sell treasury shares) or repurchase Shares issued by the Company pursuant to the relevant mandates.
An explanatory statement containing the information required under the Listing Rules in respect of the Repurchase Mandate is set out in Appendix I to this circular.
- RE-ELECTION OF RETIRING DIRECTORS
In accordance with Bye-law 86(2) of the Bye-laws, any Director appointed by the Board to fill a casual vacancy and any Director appointed by the Board as an addition to the existing Board shall hold office until the next following annual general meeting of the Company and be eligible for re-election. Any Director appointed pursuant to the aforesaid Bye-law shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation according to Bye-law 87(2) of the Bye-laws.
Ms. Chu Wing Sze ("Ms. Chu") and Mr. Wang Wei-Chung ("Mr. Wang") have been appointed as non-executive Directors with effect from 30 September 2025 and 1 February 2026 respectively. In accordance with Bye-law 86(2) of the Bye-laws, Ms. Chu and Mr. Wang shall hold office until the AGM and, being eligible, offer themselves for re-election at the AGM.
LETTER FROM THE BOARD
In accordance with Bye-law 87(1) of the Bye-laws, one-third of the Directors (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation; and pursuant to Bye-law 87(2) of the Bye-laws, the Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment. The retiring Director(s) shall also be eligible for re-election.
In this connection, Dr. Elizabeth Monk Daley ("Dr. Daley") and Mr. Woo King Hang ("Mr. Woo") are the retiring Directors and, being eligible, offer themselves for re-election at the AGM. To ensure accountability to Shareholders and a balance between continuity of experience and necessary renewal, Mr. Wong Cheung Lok, Dr. Sun Ta-Chien, Mr. Duan Xiongfei ("Mr. Duan") and Ms. Lau Cheong ("Ms. Lau") are also willing to retire by rotation and, being eligible, offer themselves for re-election at the AGM. Mr. Duan and Ms. Lau have been serving as independent non-executive Directors for more than 9 years as at the Latest Practicable Date and their further appointment are subject to a separate resolution to be approved by Shareholders at the AGM.
As the independent non-executive Directors, Mr. Duan and Ms. Lau did not participate in the day-to-day management of the Company. However, the Board considers that they have deep professional knowledge, suitable qualifications and experience. Further, Mr. Duan and Ms. Lau have developed an in-depth understanding of the business of the Company during their directorship and remain in a position to provide an independent view and guidance to the Company over the years.
In addition, the nomination committee of the Company had identified the above proposed Directors (including independent non-executive Directors) in accordance with the criteria set out in the nomination policy and board diversity policy adopted by the Company in consideration of the relevant factors including but not limited to gender, age, cultural and educational background, professional experience, skill and knowledge. It also assessed the independence of the above proposed independent non-executive Directors based on the independence criteria as set out in Rule 3.13 of the Listing Rules.
Based on the recommendation of the nomination committee of the Company, the Board is of the opinion that all independent non-executive Directors (including Mr. Duan and Ms. Lau who have been serving as INEDs for more than 9 years as at the Lasted Practicable Date) remain independent and all Directors will continue to bring valuable business experience, knowledge and skill to the Board for its operational efficiency and diversity. They are being eligible and recommended for re-election at the AGM.
Details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
3. RE-APPOINTMENT OF THE AUDITOR
BDO Limited will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board proposed to re-appoint BDO Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorize the Board to fix the auditor's remuneration.
LETTER FROM THE BOARD
4. AGM
The AGM will be held at the Conference Room, Suite 2005, 20/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Monday, 29 June 2026 at 10:30 a.m. The AGM Notice is set out on pages 19 to 23 of this circular at which, among other businesses, resolutions will be proposed to approve (i) the grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate, (ii) re-election of the retiring Directors, and (iii) re-appointment of auditor.
A form of proxy for use by the Shareholders at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
5. LISTING RULES IMPLICATION AND VOTING AT THE AGM
Pursuant to Bye-law 66 of the Bye-laws and Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll save that the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As at the Latest Practicable Date, to the extent that the Company is aware having made all reasonable enquiries, no Shareholder is required to abstain from voting on any of the proposed resolutions.
6. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Wednesday, 24 June 2026 to Monday, 29 June 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of the Shareholders who are entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 23 June 2026.
7. RECOMMENDATIONS
The Directors consider that the proposed resolutions (i) to grant the Issue Mandate and the Repurchase Mandate, and to extend the Issue Mandate, (ii) to re-elect the retiring Directors, and (iii) to re-appoint the auditor, as set out in the AGM Notice, are in the best interest of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions.
LETTER FROM THE BOARD
8. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text.
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 aspects 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,
For and on behalf of the Board
DIGITAL DOMAIN HOLDINGS LIMITED
Wong Cheung Lok
Chairman and Chief Executive Officer
7
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to be included in this circular concerning the Repurchase Mandate of the Company.
(A) SHARE CAPITAL
As at the Latest Practicable Date, the number of the Shares in issue was 7,979,248,625 Shares (excluding treasury shares, if any), all of which are fully paid.
Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the assumption that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 797,924,862 Shares, representing not more than 10% of the total number of the Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.
(B) REASONS FOR PURCHASES
Although the Directors have no present intention of purchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Such purchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Such repurchase will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.
(C) HANDLING OF REPURCHASED SHARES
The Company may choose to cancel the repurchased Shares following settlement of any share repurchase and/or hold them as treasury shares for subsequent sale or transfer, subject to consideration of factors including market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury shares deposited with the Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC Nominees Limited to vote at general meetings of the Company for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; or (iii) take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
(D) FUNDING OF PURCHASES
The Directors propose that repurchases of Shares under the Repurchase Mandate would be financed from the Company's internal resources. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws, the Listing Rules and the applicable laws of Bermuda.
APPENDIX I
EXPLANATORY STATEMENT
There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 December 2025) in the event that the Repurchase Mandate is exercised in full at any time during the proposed purchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels of the Company.
(E) SHARE REPURCHASE MADE BY THE COMPANY
No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).
(F) DISCLOSURE OF INTERESTS
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates presently intends to sell Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined under the Listing Rules) of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is approved by its Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the Repurchase Mandate in accordance with the Bye-laws, the Listing Rules and the applicable laws of Bermuda.
Neither this explanatory statement nor the proposed share repurchase under the Repurchase Mandate has any unusual features.
If as a result of a share repurchase by the Company, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date and insofar the Directors are aware of, (i) ADATA Technology Co., Ltd. ("ADATA") and its subsidiary, holding approximately $19.40\%$ of the total number of Shares in issue, and (ii) Bright Brother Global Limited ("Bright Brother") holding approximately $9.54\%$ of the total number of Shares in issue. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest of ADATA and Bright Brother in the Company would be increased to approximately $21.56\%$ and $10.60\%$ of the total number of Shares in issue respectively and therefore no obligation to make a general offer to Shareholders under Rule 26 of the Takeovers Code would arise.
APPENDIX I
EXPLANATORY STATEMENT
The Directors will be cautious in exercising the Repurchase Mandate and have no intention to exercise the Repurchase Mandate to such extent as to jeopardize the public float requirement of 25% or such other prescribed minimum percentage as determined by the Stock Exchange.
(G) SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| 2025 | 2026 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Apr HK$ | May HK$ | Jun HK$ | Jul HK$ | Aug HK$ | Sep HK$ | Oct HK$ | Nov HK$ | Dec HK$ | Jan HK$ | Feb HK$ | Mar HK$ | Apr HK$ | ||
| Highest | 0.470 | 0.445 | 0.475 | 0.450 | 0.445 | 0.415 | 0.380 | 0.345 | 0.410 | 0.410 | 0.385 | 0.320 | 0.300* | |
| Lowest | 0.380 | 0.380 | 0.350 | 0.410 | 0.395 | 0.330 | 0.315 | 0.280 | 0.295 | 0.315 | 0.290 | 0.255 | 0.255* |
- up to the Latest Practicable Date
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
This appendix sets out the details of Directors proposed for re-election at the AGM.
WONG Cheung Lok, aged 54, was appointed as an executive Director and the chief executive officer of the Company on 13 January 2025 and the chairman of the board of directors of the Company on 30 September 2025. He was also appointed as a member and the chairman of the executive committee, a member of each of the nomination committee and the remuneration committee and an authorised representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Mr. Wong joined the Group in 2008 as its chief financial officer. In addition to that role, he is the president of the Greater China Region (the "Region"), overseeing the development of the Group's virtual human operations, VFX business, artificial intelligence research and development projects in the Region and trading operations in the Americas and the Region. Earlier in his tenure with the Group, he also oversaw the Group's trading and property investment businesses. He currently serves as a director and/or an officer of certain subsidiaries and associated companies of the Company.
Prior to joining the Group, Mr. Wong has had extensive experience in accounting, taxation, management and financial planning roles across organisations headquartered in Canada, Hong Kong and Chinese Mainland. These organisations operated in diverse industries, including financial/investment, trading, manufacturing, wholesale and distribution of fresh and live foodstuffs, office furniture and the Chinese Mainland property industry. Among them were members of Hong Kong-listed groups and a not-for-profit organisation.
Mr. Wong holds a Master's Degree in Business Administration from the University of South Australia (currently merged as The University of Adelaide) and a Bachelor's Degree of Arts with Honors in International Business Studies (majoring in China Trade) from the City University of Hong Kong. Mr. Wong is a fellow member of the Hong Kong Institute of Certified Public Accountants (HKICPA) and The Chartered Governance Institute (CGI, formerly known as The Institute of Chartered Secretaries and Administrators (ICSA)) and a member of the American Institute of Certified Public Accountants (AICPA) and the Chartered Professional Accountants of British Columbia, Canada (CPA Canada). He holds a Certified Public Accountant license of Washington State of the USA, the Chartered Professional Accountants of British Columbia, Canada (CPA Canada) and a Chartered Global Management Accountant (CGMA) designation awarded by AICPA and the Chartered Institute of Management Accountants (CIMA) of the United Kingdom. Mr. Wong is a fellow member and Chartered Tax Advisor (CTA) of The Taxation Institute of Hong Kong (TIHK). He is also a member and a holder of Certified in Management (C.I.M.) of Canadian Institute of Management.
Pursuant to a letter of appointment signed between Mr. Wong and the Company, Mr. Wong is appointed as an executive Director for an unspecified term with no director's emolument but is subject to retirement by rotation according to the bye-laws of the Company. Under his current employment contract with the Group for his role as the Company's chief executive officer, Mr. Wong is entitled to receive a monthly salary of HK$296,000, which was determined with reference to his experience, qualifications, duties and responsibilities in the Company as well as current market conditions. He will hold office until the next AGM and will retire and be eligible for re-election at that meeting. As at the Latest Practicable Date, Mr. Wong had beneficial interests and short position in 7,532,000 Shares. He also holds share options granted under the Company's share option scheme, conferring the right to subscribe for a total of 75,000,000 Shares.
11
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. Wong: (i) did not have any interests in the Company's Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information relating to the re-election of Mr. Wong that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
SUN Ta-Chien, aged 56, was appointed as an executive Director and a member of the executive committee of the Company on 24 December 2022. Dr. Sun is a professor of the Graduate School of Financial Management of CTBC Business School as well as a consultant of General Chamber of Commerce of the Republic of China and the director of Blockchain Application and Development Institute. He was a former member of the Legislative Yuan of Taiwan for over 10 years. Dr. Sun is experienced in financial technology and blockchain application and development.
Dr. Sun holds a Bachelor's Degree of Chemical Engineering from National Taiwan University. He also has a Master's Degree of Arts in International Relations and a Ph.D. Degree in Materials Science and Engineering both from The Ohio State University, United State.
Dr. Sun has entered into an appointment letter with the Company for no fixed term but he is subject to retirement by rotation according to the bye-laws of the Company and the appointment is terminable by either party by giving one month's prior notice. Pursuant to the appointment letter, Dr. Sun is entitled to receive the emolument of NT$225,000 per month, which was determined with reference to his experience, qualifications, duties and responsibilities in the Company as well as current market conditions. Dr. Sun will hold office until the next AGM and will retire and be eligible for re-election at that meeting.
Save as disclosed above, Dr. Sun: (i) did not have any interests in the Company's Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information relating to the re-election of Dr. Sun that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
CHU Wing Sze, aged 51, was appointed as a non-executive Director of the Company on 30 September 2025. Ms. Chu joined the Group as public relations Director in 2015 and currently serves as the chief of staff of the director's office of the Group. During her tenure, she has been dedicated to managing the Group's external publicity efforts and facilitating internal communication between management and staff.
With over 20 years of extensive experience across diverse industries – including media, film, gaming and entertainment, as well as consumer goods and catering, Ms. Chu possesses deep expertise in corporate communications, marketing, event management and the organisation of promotional campaigns. She holds an Honorary Bachelor of Arts Degree and a Master of Philosophy (M. Phil) Degree from The University of Hong Kong.
Ms. Chu has entered into an appointment letter with the Company for an unspecified term with no director's emolument but she is subject to retirement by rotation according to the bye-laws of the Company and the appointment is terminable by either party giving one month's prior notice. Under Ms. Chu's current employment contract with the Group for her position as the Chief of Staff of the Director's Office, she is entitled to receive an annual salary of HK$642,600, which was determined by the Board and the remuneration committee of the Company with reference to her experience, qualifications, duties and responsibilities in the Company as well as current market conditions. In accordance with the bye-laws of the Company, Ms. Chu will hold office until the next annual general meeting of the Company and will retire and be eligible for re-election at that meeting. As at the Latest Practicable Date, she holds share options granted under the Company's share option scheme, conferring the right to subscribe for a total of 50,000,000 Shares.
Save as disclosed above, Ms. Chu: (i) did not have any interests in the Company's Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the shareholders nor is there any information relating to re-election of Ms. Chu that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
WANG Wei-Chung, aged 68, was appointed as non-executive Director of the Company on 1 February 2026. He served as a non-executive Director of the Company between May 2019 and June 2021. Mr. Wang is currently a director of KKCompany Technologies Inc., and concurrently serves as general manager of Golden Star Entertainment Co., Ltd. and Ginstar Cultural & Creative Productions Ltd.
Mr. Wang entered the television industry at the age of 20 and became a television programme producer at the age of 24. He has previously served as deputy general manager of TVBS and general manager of MCA, an international record company, and founded Broadcasting Station – Voice of Taipei in 1993. Mr. Wang has served as general manager of Golden Star Entertainment Co., Ltd. since 1996, with business operations including television programme production, television drama production, stage drama production, artist management and large-scale event production.
Mr. Wang has accumulated over 48 years of experience in the film and television industry. He specializes in producing high-rating film and television works closely aligned with social trends, including "Kangxi Lai Le", "One Million Star", "Everybody Speaks Nonsense" and "Jungle Voice". His works have received multiple Golden Bell Awards, and have attracted coverage from international media such as CNN. In recent years, Mr. Wang has actively focused on stage productions and is a well-recognized content operator in the Chinese-language entertainment industry.
Mr. Wang holds a Bachelor's degree in Journalism from Chinese Culture University.
Mr. Wang has entered into an appointment letter with the Company with no fixed term but he is subject to retirement by rotation according to the bye-laws of the Company and the appointment is terminable by either party by giving one month's prior notice. Mr. Wang is entitled to receive the emolument of HK$192,000 per annum which was determined by the Board and the remuneration committee of the Company with reference to his experience, qualification, duties and responsibilities in the Company as well as current market conditions. In accordance with the bye-laws of the Company, Mr. Wang will hold office until the next annual general meeting of the Company and will retire and be eligible for re-election at that meeting.
Save as disclosed above, Mr. Wang: (i) did not have any interests in the Company's shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the shareholders nor is there any information relating to re-election of Mr. Wang that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
DUAN Xiongfei, aged 57, was appointed as an independent non-executive Director of the Company on 21 July 2009 and is presently the chairman of the audit committee, the nomination committee and the remuneration committee of the Company. He was an independent non-executive director, the chairman of the nomination and corporate governance committee, and a member of the audit committee and remuneration committee of Huobi Technology Holdings Limited (now known as Sinohope Technology Holdings Limited), the shares of which are listed on the main board of the Stock Exchange (stock code: 1611), from October 2018 to April 2022. Mr. Duan holds a Master's Degree in Economics from Renmin University of China and a Master's Degree in Business Administration from The University of Chicago. He has over 20 years of experience in securities trading and the investment industry. Mr. Duan is currently the portfolio manager of a Singapore company. He joined Atlantis Investment Management as Fund Manager in 2010 and registered as a Commodity Trading Advisor (CTA) in the National Futures Association (NFA) and the Commodity Futures Trading Commission (CFTC) in 2004.
Mr. Duan has entered into an appointment letter with the Company for no fixed term but he is subject to retirement by rotation according to the Bye-laws and the appointment is terminable by either party by giving one month's prior notice. Pursuant to the appointment letter, the director's fee of Mr. Duan is HK$192,000 per annum, which was determined with reference to his experience, qualifications, duties and responsibilities in the Company as well as current market conditions. Mr. Duan will hold office until the next AGM and will retire and be eligible for re-election at that meeting.
Save as disclosed above, Mr. Duan: (i) did not have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information relating to the re-election of Mr. Duan that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
LAU Cheong, aged 42, was appointed as an independent non-executive Director of the Company on 21 July 2009 and is presently a member of the audit committee, the nomination committee and the remuneration committee of the Company. Ms. Lau holds a Master's Degree in Public Policy and Management and a Bachelor's Degree in Business Administration from University of Southern California. She obtained three broker qualifications in the United States of America and previously worked in Morgan Stanley & Co. Incorporated. She is currently the vice chair of Sino Jet Management Limited, the president of Ponticello International Group Incorporated and a director of Asian Business Aviation Association (AsBAA).
Ms. Lau has entered into an appointment letter with the Company for no fixed term but she is subject to retirement by rotation according to the bye-laws of the Company and the appointment is terminable by either party by giving one month's prior notice. Pursuant to the appointment letter, the director's fee of Ms. Lau is HK$192,000 per annum, which was determined with reference to her experience, qualifications, duties and responsibilities in the Company as well as current market conditions. Ms. Lau will hold office until the next AGM and will retire and be eligible for re-election at that meeting.
15
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Ms. Lau: (i) did not have any interests in the Company's Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information relating to the re-election of Ms. Lau that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
Elizabeth Monk DALEY, aged 83, was appointed as an independent non-executive Director of the Company on 20 July 2020. Dr. Daley has been the dean of the School of Cinematic Arts at the University of Southern California ("USC") since 1991. She is the inaugural holder of the Steven J. Ross/Time Warner Dean's Chair. Dr. Daley was also the founding executive director of the USC Annenberg Center for Communication from 1994 to 2005 and serves as the executive director of the USC Institute for Multimedia Literacy.
Before joining USC in 1989 as chair of the Film and Television Production Program, Dr. Daley had engaged in various positions in the entertainment industry, ranging from film and television producer to media consultant. She had also served on the board of the World Economic Forum's Global Agenda Council on Media, Entertainment and Information. Dr. Daley is an independent director and a member of the nominating and governance committee and the compensation committee of Avid Technology, Inc., the shares of which ceased trading prior to the opening of trading on 7 November 2023 and were delisted on The Nasdaq Global Select Market under symbol "AVID". In addition, she is a member of both the Directors Guild of America and the Academy of Motion Picture Arts and Sciences.
Dr. Daley has been honored by American Women in Radio and Television and was twice nominated for a Los Angeles Area Emmy Award. She has received a CINE (Council on International Non-Theatrical Events) Golden Eagle and the Barbara Jordan Award, as well as the California Governor's Award for her work with programming about the handicapped.
Dr. Daley obtained a Ph.D. Degree from the University of Wisconsin-Madison and Bachelor's and Master's Degrees from Tulane University and Newcomb College. In 2016, she was awarded a Degree of Doctor of Letters, honoris causa, from Hong Kong Baptist University.
Dr. Daley has entered into an appointment letter with the Company for no fixed term and the appointment is terminable by either party by giving one month's prior notice. She is subject to retirement by rotation and will be eligible for re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company. The director's fee of Dr. Daley currently is US$46,154 per annum, which was determined with reference to her experience, qualifications, duties and responsibilities in the Company as well as current market conditions. In accordance with the bye-laws of the Company, Dr. Daley will hold office until the next annual general meeting of the Company and will retire and be eligible for re-election at that meeting. As at the Latest Practicable Date, she holds share options granted under the Company's share option scheme, conferring the right to subscribe for a total of 2,000,000 Shares.
16
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Dr. Daley: (i) did not have any interests in the Company's shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the shareholders nor is there any information relating to re-election of Dr. Daley that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
WOO King Hang, J.P., aged 64, was appointed as an independent non-executive Director and a member of each of the audit committee, remuneration committee and nomination committee of the Company on 28 June 2021. He has extensive experience in financial and business management. Mr. Woo is currently an independent non-executive director, the chairman of the audit committee and a member of the corporate governance committee and the remuneration committee of MOS House Group Limited ("MOS"), an independent non-executive director, a member of the audit committee and the nomination committee of Crocodile Garments Limited ("Crocodile") and a senior advisor of a certified public accountants' firm.
Mr. Woo was the vice chairman of the board of directors and a non-executive director of Zhong Ju Investment Group Limited (formerly known as Centenary United Holdings Limited) ("Zhong Ju") between May 2020 and May 2024.
Mr. Woo is a Justice of the Peace appointed by the Chief Executive of the HKSAR and an adjunct professor at the Department of Public and International Affairs, City University of Hong Kong. He also received the Secretary for Home and Youth Affairs' commendation.
Mr. Woo is a fellow member of each of the Institute of Chartered Accountants in England and Wales, the Royal Institution of Chartered Surveyors and the Hong Kong Institute of Certified Public Accountants.
He holds a Master's Degree of Business Administration from Kellogg School of Management, Northwestern University and the Hong Kong University of Science and Technology, a Bachelor's Degree of Laws from Peking University and a Master's Degree of Laws from the City University of Hong Kong.
Mr. Woo is an honorary officer of the Auxiliary Medical Service, an advisor of School of Chinese Medicine of the Chinese University of Hong Kong and a member of each of the Hospital Governing Committee, the Queen Elizabeth Hospital, Hospital Authority Central Institutional Review Board and Hong Kong Advisory Council on AIDS. He serves as a member of Kwun Tong District Fight Crime Committee and an adjudicator of the Registration of Persons Tribunal. He is a director of Hong Kong PHAB Association and the chairman of each of Kwun Tong District Senior Police Call Honorary President Council, Police Education and Welfare Trust Management Committee, Police Children's Education Trust Management Committee and Kwun Tong Healthy City Steering Committee.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Woo was a project controller of NWS Service Management Limited from January 2019 to April 2019, and served as a financial controller and an executive director of Hip Hing Construction Company Limited from February 2006 to June 2010 and from July 2010 to December 2018 respectively, both companies being wholly-owned subsidiaries of CTF Services Limited (“CTFSL”, formerly known as NWS Holdings Limited). He was also a director of Bell Tea Overseas Limited (“BTO”, formerly known as Hip Hing Overseas Limited) from 2 July 2010 to 18 October 2018. BTO was a wholly-owned subsidiary of CTFSL and incorporated in Hong Kong on 13 April 1993 and was principally engaged in the business of construction overseas. On 19 September 2018, a winding up order (the “Order”) was granted by the High Court of Hong Kong (the “High Court”) on BTO. On 5 July 2021, the High Court ordered that BTO be dissolved. Mr. Woo confirmed that the Order was in relation to the non-payment for a sum arising from an arbitration case involving contractual dispute relating to the construction works of a building in Dubai which commenced in or about 2007 and was completed in or about 2011 between the petitioner of the Order and a joint venture entity (the “BTO JV”) in which BTO had 30% interests. An award (the “Award”) was granted by an arbitration institution in Dubai in favor of the said petitioner, which then enforced the whole amount of the Award in the High Court against, among others, BTO. Mr. Woo further confirmed that he was not involved in any of the matters concerning the operations of the BTO JV, the construction works or the said arbitration or matters leading to the granting of the Order.
The shares of each of MOS (stock code: 1653), Crocodile (stock code: 122), Zhong Ju (stock code: 1959) and CTFSL (stock code: 659) are listed on the main board of the Stock Exchange.
Mr. Woo has entered into an appointment letter with the Company for no fixed term and the appointment is terminable by either party by giving one month’s prior notice. He is subject to retirement by rotation and will be eligible for re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company. The director’s fee of Mr. Woo is HK$192,000 per annum, which was determined with reference to his experience, qualifications, duties and responsibilities in the Company as well as current market conditions. In accordance with the bye-laws of the Company, Mr. Woo will hold office until the next annual general meeting of the Company and will retire and be eligible for re-election at that meeting.
Save as disclosed above, Mr. Woo: (i) did not have any interests in the Company’s shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (ii) does not hold any other position with the Company or other members of the Group; (iii) has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; and (v) is not aware of any other matters that need to be brought to the attention of the shareholders nor is there any information relating to re-election of Mr. Woo that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.
18
NOTICE OF ANNUAL GENERAL MEETING
DIGITAL DOMAIN
DIGITAL DOMAIN HOLDINGS LIMITED
數字王國集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 547)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of Digital Domain Holdings Limited (the "Company") will be held at the Conference Room, Suite 2005, 20/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Monday, 29 June 2026 at 10:30 a.m. for the following purposes:
-
To receive and adopt the audited consolidated financial statements and the reports of the directors and the independent auditor of the Company for the year ended 31 December 2025;
-
Each as a separate resolution, to re-elect the following retiring directors as directors of the Company:
(a) Mr. Wong Cheung Lok as an executive director of the Company;
(b) Dr. Sun Ta-Chien as an executive director of the Company;
(c) Ms. Chu Wing Sze as a non-executive director of the Company;
(d) Mr. Wang Wei-Chung as a non-executive director of the Company;
(e) Mr. Duan Xiongfei as an independent non-executive director of the Company;
(f) Ms. Lau Cheong as an independent non-executive director of the Company;
(g) Dr. Elizabeth Monk Daley as an independent non-executive director of the Company; and
(h) Mr. Woo King Hang as an independent non-executive director of the Company;
-
To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company;
-
To re-appoint BDO Limited as the auditor of the Company and to authorise the directors of the Company to fix their remuneration;
-
To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
19
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY RESOLUTIONS
(1) “THAT:
(a) subject to paragraph (1)(b), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares issued by the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange subject to and in accordance with all applicable laws, rules and regulations of the SFC, and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares of the Company to be repurchased pursuant to paragraph (1)(a) shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing this resolution (subject to adjustment in the case of any share subdivision or consolidation subsequent to the passing of this resolution) and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by its bye-laws or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the members of the Company in general meeting.”
(2) “THAT:
(a) subject to paragraph (2)(c), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale and transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (2)(a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (2)(a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company which are convertible into shares of the Company; or (iii) any Share Option Scheme (as hereinafter defined) of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20 per cent. of the aggregate number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing this resolution (subject to adjustment in the case of any share subdivision or consolidation subsequent to the passing of this resolution) and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution, "Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by its bye-laws or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the members of the Company in general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong); and
21
NOTICE OF ANNUAL GENERAL MEETING
"Share Option Scheme" means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to directors and employees of the Company and its subsidiaries and any other persons, in the sole discretion of the Board, have contributed or will contribute to the Company and its subsidiaries of rights to acquire shares of the Company."
(3) "THAT the exercise by the directors of the Company of all the powers of the Company to allot, issue and deal with additional shares in the ordinary share capital of the Company in accordance with the general mandate granted pursuant to resolution no. 5(2) above be and is hereby extended by the addition thereto of such number of shares of the Company purchased by the Company under the authority granted pursuant to resolution no. 5(1) above provided that such number of shares shall not exceed 10 per cent. of the aggregate number of the shares of the Company in issue (excluding treasury shares, if any) at the date of passing this resolution (subject to adjustment in the case of any share subdivision or consolidation subsequent to the passing of this resolution)."
By Order of the Board
DIGITAL DOMAIN HOLDINGS LIMITED
Wong Cheung Lok
Chairman and Chief Executive Officer
Hong Kong, 28 April 2026
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 of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting. A proxy need not be a member of the Company.
(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
(3) The form of proxy and the power of attorney or other authority, if any, under which it is signed, or certified copy of such power or authority, shall be delivered to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.
(4) Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(5) A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
NOTICE OF ANNUAL GENERAL MEETING
(6) The resolutions are to be voted by way of poll.
(7) The register of members of the Company will be closed from Wednesday, 24 June 2026 to Monday, 29 June 2026, both days inclusive, during such period no transfer of shares of the Company will be registered. In order to determine the identity of members of the Company who are entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 23 June 2026.
(8) If a tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Company and the Stock Exchange to notify members of the Company of the date, time and venue of the rescheduled AGM.
Having considered their own situations, members of the Company should decide on their own whether or not they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
(9) There will be no distribution of corporate gifts or serving of refreshments at the meeting.
(10) The form of proxy is enclosed.