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Digital Hollywood Interactive Limited — Proxy Solicitation & Information Statement 2026
Apr 29, 2026
50347_rns_2026-04-29_adb57efd-2cb9-4484-ab66-13d03f90ddca.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

GAME HOLLYWOOD
DIGITAL HOLLYWOOD INTERACTIVE LIMITED
遊萊互動集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2022)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Digital Hollywood Interactive Limited (the "Company") will be held at 1st Floor, No. 368 Jiang Nan Da Dao (South), Haizhu District, Guangzhou, the PRC on Friday, June 26, 2026 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditors for the year ended December 31, 2025.
- To re-elect Mr. HUANG Guozhan as an executive Director.
- To re-elect Professor CHAU Chi Wai, Wilton as an independent non-executive Director.
- To re-elect Mr. LI Yi Wen as an independent non-executive Director.
- To authorise the board of Directors to fix the remuneration of the Directors.
- To re-appoint Zhonghui Anda CPA Limited as auditors of the Company and authorise the board of Directors to fix their remuneration.
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
"That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company (including any sale and transfer of treasury shares, which shall have the meaning ascribed to it by the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited) and to make or grant offers agreements and/or options which may require the exercise of such powers be and is hereby generally and unconditionally approved;
For identification purposes only
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
(iii) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors and treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or 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 articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of passing this resolution and the said approval shall be limited accordingly;
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
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(b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
“That:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs issued by the Securities and Futures Commission and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
(ii) the total number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
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(iv) For the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
“That conditional upon the resolutions numbered 7 and 8 set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the ordinary resolution numbered 7 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors pursuant to such general mandate by such number of shares repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 8 set out in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing of the said resolutions.”
By Order of the Board
DIGITAL HOLLYWOOD INTERACTIVE LIMITED
LU Yuanfeng
Chairman and Chief Executive Officer
Hong Kong, April 30, 2026
Registered office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
11/F, Tai Sang Bank Building
784 Nathan Road
Kowloon
Hong Kong
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Notes:
(i) Ordinary resolution numbered 9 will be proposed to the shareholders for approval provided that ordinary resolutions numbered 7 and 8 above are passed by the shareholders of the Company.
(ii) A shareholder entitled to attend and vote at the annual general meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.
(iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iv) In order to be valid, a form of proxy must be deposited the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
(v) For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Tuesday, June 23, 2026 to Friday, June 26, 2026, both days inclusive, during which period no share transfers can be registered. The record date for the Annual General Meeting will be Friday, June 26, 2026. In order to be eligible to attend and vote at the annual general meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, June 22, 2026.
(vi) In respect of ordinary resolutions numbered 2 to 4 above, Mr. HUANG Guozhan, an executive Director, and Professor CHAU Chi Wai, Wilton and Mr. LI Yi Wen, the independent non-executive Directors, shall retire and being eligible, will offer themselves for re-election at the above meeting. The biographical details of Mr. HUANG Guozhan, Professor CHAU Chi Wai, Wilton and Mr. LI Yi Wen are set out in Appendix I to the accompanied circular dated April 30, 2026.
(vii) In respect of the ordinary resolution numbered 7 above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as general mandates for the purposes of the Listing Rules.
(viii) In respect of ordinary resolution numbered 8 above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 30, 2026.
As at the date of this notice, the executive Directors are Mr. LU Yuanfeng, Mr. HUANG Guozhan, Mr. HUANG Deqiang and Ms. LUO Simin; and the independent non-executive Directors are Professor CHAU Chi Wai, Wilton, Mr. LI Yi Wen and Mr. LU Qibo.