Global Digital Creations Holdings Limited — Proxy Solicitation & Information Statement 2021

Mar 31, 2021

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Global Digital Creations Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

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GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED 環球數碼創意控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8271)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of the annual general meeting (the “Meeting”) is contained in this circular. Whether or not you are able to attend the Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the Meeting 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 Meeting or any adjourned meeting (as the case may be) should you so wish.

This circular, for which the directors of the Company (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this 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.

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 on the Company’s website at www.gdc-world.com.

31 March 2021

• For identification purpose only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized 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
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . . .	4
3.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	– Details of Retiring Directors for Re-election. . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

– ii –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 May 2021 at 11:00 a.m. or any adjournment thereof

“Board”

the board of Directors of the Company

“Bye-laws”

the bye-laws of the Company

• “CG Code”

• the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules

• “Close Associate(s)” has the same meaning ascribed to it under the GEM Listing Rules

• “Company” Global Digital Creations Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on GEM

• “controlling shareholder(s)” has the same meaning as ascribed to it under the GEM Listing Rules

• “core connected person(s)” has the same meaning as ascribed to it under the GEM Listing Rules

• “Director(s)” the director(s) of the Company

• “GEM”

GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM of the Stock Exchange as amended from time to time

• “Group” “HK$”

the Company and its subsidiaries the lawful currency of Hong Kong

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Non-executive	the independent non-executive director(s) of the Company
Director(s)”
“Latest Practicable Date”	29 March 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Nomination Committee”	the nomination committee of the Board
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to exercise the power of the
	Company to repurchase Shares up to a maximum of 10%
	of the issued share capital of the Company as at the date of
	passing of the resolution approving the repurchase mandate
“SFO”	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 Shares
“Shougang Holding”	Shougang Holding (Hong Kong) Limited, a company
	incorporated in Hong Kong with limited liability
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the same meaning as ascribed to it under the SFO
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED 環球數碼創意控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8271)

Executive Directors: Ms. Cheng Xiaoyu (Chairman) Mr. Wang Hongpeng (Managing Director) Mr. Xu Liang Mr. Xiao Yong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director: Mr. Chen Zheng (Deputy Chairman)

Independent Non-executive Directors: Prof. Japhet Sebastian Law Mr. Lam Yiu Kin Mr. Zheng Xiaodong Mr. Li Yao

Head Office and Principal Place of Business in Hong Kong: Unit 2112, 21/F, K. Wah Centre 191 Java Road North Point Hong Kong

31 March 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the Annual General Meeting, among other things, (i) granting of general mandates to the Directors to issue Shares and repurchase Shares; and (ii) re-election of retiring Directors. These resolutions will be proposed at the Annual General Meeting and are set out in the notice of the Annual General Meeting as contained in this circular.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 22 May 2020, the general mandates were granted to the Directors authorising them, inter alia, (a) to exercise the power of the Company to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at 22 May 2020; (b) to exercise the power of the Company to repurchase Shares not exceeding 10% of the issued share capital of the Company as at 22 May 2020; and (c) to extend the general mandate to issue Shares by the number of Shares purchased under the repurchase mandate mentioned in (b) above. Such general mandates will expire at the conclusion of the Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution; (ii) to repurchase Shares comprising the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution; and (iii) to add the aggregate nominal amount of the Shares repurchased by the Company to the general mandate to the Directors to allot new Shares of up to 20% of the issued share capital of the Company.

Based on 1,510,035,540 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the Annual General Meeting, subject to the passing of the relevant ordinary resolutions to approve the mandate to issue Shares at the Annual General Meeting, the Directors will be authorised to allot and issue up to a limit of 302,007,108 Shares under the general mandate to issue Shares.

If approved by the Shareholders at the Annual General Meeting, the general mandate to issue Shares will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within the next annual general meeting of the Company as required by the Bye-laws or any applicable laws to be held; or (iii) the revocation or variation of the ordinary resolution to approve the mandate to issue Shares by any ordinary resolution of the Shareholders in a general meeting.

An explanatory statement, required by the GEM Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to clause 87(2) of the Bye-laws, Ms. Cheng Xiaoyu, Prof. Japhet Sebastian Law and Mr. Lam Yiu Kin shall retire from office by rotation at the Annual General Meeting and, being eligible, shall offer themselves for re-election.

Pursuant to clause 86(2) of the Bye-laws, Mr. Li Yao shall retire from office at the Annual General Meeting and, being eligible, offer himself for re-election at the Annual General Meeting.

Recommendations to the Board for the proposal for re-election of Ms. Cheng Xiaoyu as an executive Director and each of Prof. Japhet Sebastian Law, Mr. Lam Yiu Kin and Mr. Li Yao as an Independent Non-executive Director were made by the Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, language, cultural and educational background, professional experience and length of service, as set out in the board diversity policy and the nomination policy of the Company.

At the Annual General Meeting, ordinary resolutions will be put forward to the Shareholders in relation to the proposed re-election of Ms. Cheng as an executive Director and each of Prof. Law, Mr. Lam and Mr. Li as an Independent Non-executive Director.

Details of the retiring Directors to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

Recommendation of the Nomination Committee with respect to the Independent Nonexecutive Directors subject to Re-election at the Annual General Meeting

The Nomination Committee had assessed and reviewed the annual confirmation of independence provided by each of Prof. Japhet Sebastian Law and Mr. Lam Yiu Kin, and the confirmation of independence provided by Mr. Li Yao, who have offered themselves for re-election at the Annual General Meeting, based on the factors for assessing the independence as set out in Rule 5.09 of the GEM Listing Rules and are satisfied that both of them remain independent.

In addition, the Nomination Committee had evaluated their performance and is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective view to the Company’s affairs. Prof. Law, Mr. Lam and Mr. Li have also brought to the Board their own perspective, skills and experience, as further described in their biographies in Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the Nomination Committee considers that each of Prof. Law, Mr. Lam and Mr. Li can contribute to the diversity of the Board, in particular, with their strong and diversified educational background and professional experience in their expertise, including their international experience and connections in various sectors as well as in-depth knowledge in financial management and reporting.

– 5 –

LETTER FROM THE BOARD

The Board has noted that as at the Latest Practicable Date, each of Prof. Law and Mr. Lam is a director of a total of 6 and 10 listed companies, respectively (including the Company). However, the Board is of the view that Prof. Law and Mr. Lam are able to devote sufficient time to the Board after taken into consideration of their valuable contributions to the Company and their active participation in the Company’s various meetings during their tenure directorships.

Further information about the process used for identifying the individual as well as the attendance records of the retiring Directors at the meetings of the Board and/or its committees and the general meeting of the Company is disclosed in the corporate governance report of the Company’s annual reports.

Besides, pursuant to code provision A.4.3 of the CG Code, if an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Although Prof. Law has served as an Independent Nonexecutive Director for more than nine years, the Directors are of the opinion that he still maintains an independent view of the Company’s affairs and is able to carry out his duties as an independent non-executive director in an impartial manner. His relevant professional experience will also continue to be beneficial to the Board and protect the interest of minority Shareholders.

Therefore, with the recommendation of the Nomination Committee, the Board considers that Prof. Law, Mr. Lam and Mr. Li should be re-elected as Independent Non-executive Directors at the Annual General Meeting.

4. ANNUAL GENERAL MEETING

Set out on pages 15 to 20 of this circular is the notice of the Annual General Meeting. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the general mandates to issue Shares and repurchase Shares, re-election of retiring Directors and re-appointment of the auditor of the Company.

A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting 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 Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

– 6 –

LETTER FROM THE BOARD

5. VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll.

6. RECOMMENDATION

The Directors consider that (i) granting of general mandates to the Directors to issue Shares and repurchase Shares; and (ii) re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of

Global Digital Creations Holdings Limited

Cheng Xiaoyu

Chairman

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

1. SHAREHOLDERS’ APPROVAL

All proposed repurchases of shares by a company with a primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by special approval of a particular transaction. The Company’s sole listing is on GEM.

2. SOURCE OF FUNDS

Repurchases must be funded out of funds legally available for the purpose in accordance with the Bye-laws and the applicable laws of Bermuda. It is presently proposed that any Shares repurchased under the Repurchase Mandate would be purchased out of the capital paid up on the repurchased Shares, the profits of the Company which would otherwise be available for dividend and the Company’s share premium reserve.

3. EXERCISE OF THE REPURCHASE MANDATE

The Shares proposed to be repurchased by the Company must be fully paid up. Under the GEM Listing Rules, the total number of shares which a company is authorised to repurchase on GEM is up to a maximum of 10% of the existing issued share capital as at the date of the resolution granting such general mandate. Exercise in full of the Repurchase Mandate, on the basis of 1,510,035,540 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued and repurchased by the Company prior to the Annual General Meeting, could result in up to 151,003,554 Shares, which represents 10% of the issued share capital of the Company as at the Latest Practicable Date, being repurchased by the Company during the period from the passing of the resolution granting the Repurchase Mandate up to the conclusion of the next annual general meeting of the Company or the expiration of the period within the next annual general meeting of the Company as required by the Bye-laws or any applicable laws to be held, or when revoked or varied by an ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

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EXPLANATORY STATEMENT

APPENDIX I

4. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

5. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Bermuda.

The exercise in full of the Repurchase Mandate might have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in its most recent audited accounts for the year ended 31 December 2020. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

6. GENERAL

• (a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention, in the event that the Repurchase Mandate is approved by the Shareholders to sell the Shares to the Company or its subsidiaries.

• (b) The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of Bermuda.

• (c) If as a result of the share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and thereby, become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Shougang Holding through its subsidiary was interested in approximately 41.00% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and no further Shares are issued during the proposed repurchase period, the interest held by Shougang Holding through its subsidiary in the issued share capital of the Company will increase to approximately 45.56%. On the basis of the current shareholding in the Company held by Shougang Holding, the Directors are not aware of any consequences which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.

• (d) The Company had not repurchased any of its Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date and will not repurchase its Shares if public float is less than 25%.

• (e) No core connected person has notified the Company that he or she has a present intention to sell Shares to the Company, and no core connected person has undertaken not to sell any Shares held by him or her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

• (f) The highest and lowest prices at which the Shares have traded on GEM during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
March	0.150	0.113
April	0.130	0.065
May	0.142	0.081
June	0.134	0.100
July	0.114	0.076
August	0.110	0.080
September	0.111	0.094
October	0.115	0.079
November	0.095	0.080
December	0.100	0.081
2021
January	0.113	0.081
February	0.111	0.084
March (up to the Latest Practicable Date)	0.095	0.088

– 10 –

DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX II

The details of retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out as follows:

Executive Director

Ms. Cheng Xiaoyu（程晓宇女士） , aged 54. Ms. Cheng was appointed as an Executive Director and the Vice President of the Company and a member of the executive committee (the “Executive Committee”) of the Company in December 2014. In July 2018, Ms. Cheng was appointed as the Chairman of the Board and the Executive Committee, the Chairman and a member of the Nomination Committee and the Vice Chairman and a member of the remuneration committee (the “Remuneration Committee”) of the Company. Ms. Cheng was appointed as the Managing Director of the Company in December 2018. In December 2019, she resigned as Managing Director of the Company but remained as the Chairman of each of the Board, the Executive Committee and the Nomination Committee and the Vice Chairman of the Remuneration Committee. Ms. Cheng graduated from The Graduate School of Xi’an Jiaotong University in 1988 and majored in linguistics and applied linguistics and holds a bachelor of arts. Ms. Cheng joined Shougang Group Co., Ltd. (“Shougang Group”), the ultimate holding company of Shougang Holding, in August 1988 as an official translator. She currently serves as the deputy general manager of Shougang Holding and a director of Beijing Dongzhimen International Apartment Co., Ltd.. Shougang Group and Shougang Holding are the substantial shareholders of the Company within the meaning of Part XV of the SFO. She was the secretary to the board of directors and an assistant general manager of Shougang Holding. She was also an assistant to the managing director of Shoucheng Holdings Limited, a director of Shougang Concord Century Holdings Limited (“Shougang Century”), and an executive director and a deputy managing director of Shougang Concord Grand (Group) Limited, all of which are companies listed on the Stock Exchange.

Ms. Cheng has entered into a service contract with the Company for a term of three years commencing from 1 January 2020. Her term of office is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Bye-laws. Under the service contract, Ms. Cheng is entitled to receive a salary of HK$2,640,000 per annum, which is determined with reference to her experience and duties as well as the then prevailing market conditions. She is also entitled to a discretionary bonus as may be determined by the Board or its delegated committee(s) from time to time with reference to the prevailing market conditions, the performance of the Group as well as her individual performance. Ms. Cheng has not received any discretionary bonus for the year ended 31 December 2020.

Save as disclosed above, Ms. Cheng has no other relationship with any Directors, senior management, substantial or controlling Shareholders and has not held any directorships in other public companies listed on the Stock Exchange or overseas in the last three years. As at the Latest Practicable Date, Ms. Cheng did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 11 –

DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX II

In relation to Ms. Cheng’s re-election as a Director, there are no other matters which need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to the requirements of the provisions under Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

Independent Non-executive Directors

Prof. Japhet Sebastian Law（羅文鈺教授） , aged 69. Prof. Law was appointed as an Independent Non-executive Director of the Company in September 2008. He is also the Chairman of the Remuneration Committee and a member of each of the audit committee (the “Audit Committee”) and Nomination Committee of the Company. Prof. Law graduated from the University of Texas at Austin with a doctor of philosophy degree in mechanical/industrial engineering in 1976. He joined The Chinese University of Hong Kong in 1986 and retired in August 2012. Before retirement, he was a professor in the Department of Decision Sciences and Managerial Economics. He was the associate dean and subsequently the dean of the Faculty of Business Administration of The Chinese University of Hong Kong from 1993 until 2002. Prior to returning to Hong Kong, Prof. Law was a director of Operations Research at the Cullen College of Engineering and a director of Graduate Studies in Industrial Engineering at the University of Houston and was also involved with the U.S. Space Program in his career with McDonnell Douglas and Ford Aerospace in the United States. He acts as a consultant for various corporations in Hong Kong and overseas. Prof. Law is active in public services and served as a member of the Provisional Regional Council of the Hong Kong SAR Government and various other committees. He is active on the boards of profit, nonprofit and charitable organisations in Hong Kong and overseas. From July 2003 to February 2006, Prof. Law had also acted as an Independent Non-executive Director of the Company. He currently serves as an independent non-executive director of Tianjin Port Development Holdings Limited, Binhai Investment Company Limited, Regal Hotels International Holdings Limited, Tianjin Binhai Teda Logistics (Group) Corporation Limited and Shougang Fushan Resources Group Limited, all of which are companies listed on the Stock Exchange. He was an independent non-executive director of Beijing Capital International Airport Company Limited in the past three years.

Prof. Law has entered into a letter of appointment with the Company for a term of three years commencing from 1 January 2020. His term of office is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Under the letter of appointment, Prof. Law is entitled to receive a Director’s fee which is determined with reference to his experience and duties as well as the then prevailing market conditions. For the year ended 31 December 2020, the Director’s fee received by Prof. Law amounted to HK$240,000.

Save as disclosed above, Prof. Law has no other relationship with any Directors, senior management, substantial or controlling Shareholders and has not held any directorships in other public companies listed on the Stock Exchange or overseas in the last three years. As at the Latest Practicable Date, Prof. Law did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 12 –

DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX II

In relation to Prof. Law’s re-election as a Director, there are no other matters which need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to the requirements of the provisions under Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

Mr. Lam Yiu Kin（林耀堅先生） , aged 66. Mr. Lam was appointed as an Independent Non-executive Director of the Company in July 2015. He is also a member of each of Audit Committee, Remuneration Committee and Nomination Committee. In May 2020, Mr. Lam was appointed as the Chairman of the Audit Committee. Mr. Lam is a fellow member of the Association of Chartered Certified Accountants, the Institute of Chartered Accountants in England & Wales, the Institute of Chartered Accountants in Australia and New Zealand and Hong Kong Institute of Certified Public Accountants (“HKICPA”), and a honorary fellow of The Hong Kong Polytechnic University. Mr. Lam was an Adjunct Professor in the School of Accounting and Finance of The Hong Kong Polytechnic University from September 2014 to August 2016, and was a member of the Finance Committee of the Hong Kong Management Association. Mr. Lam has extensive experience in accounting, auditing and business consulting. Mr. Lam was a member of the Listing Committee and the Financial Reporting Advisory Panel of the Stock Exchange from 1997 to 2003, a committee member of HKICPA from 1994 to 2009, and a partner with PricewaterhouseCoopers Hong Kong from 1993 to 2013. Mr. Lam graduated from The Hong Kong Polytechnic University with a higher diploma in June 1975. Mr. Lam currently serves as an independent non-executive director of Shougang Century, Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Company Limited, Spring Real Estate Investment Trust, COSCO SHIPPING Ports Limited, Nine Dragons Paper (Holdings) Limited, WWPKG Holdings Company Limited, CITIC Telecom International Holdings Limited, Bestway Global Holding Inc. and Topsports International Holdings Limited, all of which are companies listed on the Stock Exchange. He was an independent non-executive director of Vital Innovations Holdings Limited in the past three years.

Mr. Lam has entered into a letter of appointment with the Company for a term of three years commencing from 1 January 2021. His term of office is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Bye-laws. Under the letter of appointment, Mr. Lam is entitled to receive a Director’s fee which is determined with reference to his experience and duties as well as the then prevailing market conditions. For the year ended 31 December 2020, the Director’s fee received by Mr. Lam amounted to HK$240,000.

Save as disclosed above, Mr. Lam has no other relationship with any Directors, senior management, substantial or controlling Shareholders and has not held any directorships in other public companies listed on the Stock Exchange or overseas in the last three years. As at the Latest Practicable Date, Mr. Lam did not have any interests in the Shares within the meaning of Part XV of the SFO.

In relation to Mr. Lam’s re-election as a Director, there are no other matters which need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to the requirements of the provisions under Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

Mr. Li Yao（李堯先生） , aged 39, obtained his bachelor’s degree in science and bachelor’s degree in economics from the Peking University in 2003 and his master’s degree in human geography from Peking University in 2006. Mr. Li was appointed as an Independent Non-executive Director of the Company on 29 March 2021. He was the partner of Ski Resort Business Unit of Vanke Group and the chairman of Songhua Lake Resort. He is currently the partner of Hotel and Resort Business Unit of Vanke Group and the vice-chairman of Beijing Ski Association. Mr. Li has extensive experience in the operation of professional culture complexes, stadium with multimedia facilities and sports events as well as the development of intellectual property of ski industry.

Mr. Li has entered into a letter of appointment with the Company for a term commencing from 29 March 2021 and expiring on 31 December 2023. His term of office is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Under the letter of appointment, Mr. Li is entitled to receive a Director’s fee of HK$150,000 per annum which is determined with reference to his experience and duties as well as the then prevailing market conditions.

Save as disclosed above, Mr. Li has no other relationship with any Directors, senior management, substantial or controlling Shareholders and has not held any directorships in other public companies listed on the Stock Exchange or overseas in the last three years. As at the Latest Practicable Date, Mr. Li did not have any interests in the Shares within the meaning of Part XV of the SFO.

In relation to Mr. Li’s re-election as a Director, there are no other matters which need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to the requirements of the provisions under Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED 環球數碼創意控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8271)

NOTICE IS HEREBY GIVEN that the annual general meeting of Global Digital Creations Holdings Limited (the “Company”) will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 May 2021, at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

AS ORDINARY BUSINESS

1. To receive and consider the Company’s audited consolidated financial statements, report of the directors and the independent auditor’s report for the year ended 31 December 2020;

2. To re-elect Ms. Cheng Xiaoyu as an executive director of the Company;

3. To re-elect Prof. Japhet Sebastian Law as an independent non-executive director of the Company;

4. To re-elect Mr. Lam Yiu Kin as an independent non-executive director of the Company;

5. To re-elect Mr. Li Yao as an independent non-executive director of the Company;

6. To authorise the board of directors (the “Board”) to fix the remuneration of the directors of the Company (the “Directors”);

7. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix its remuneration;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors 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 nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) any 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 (iv) any scrip dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of 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 the bye-laws of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or any class thereof (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 any territories outside Hong Kong).”

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued shares in the capital of the Company on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) in addition, the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

• (c) the aggregate nominal amount of shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the authority pursuant to paragraph (a) shall be limited accordingly; and

• (d) for the purposes of this resolution;

“Relevant Period” means the period from the passing of 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 the bye-laws of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the passing of resolution no. 9 as set out in the notice convening this meeting of which this resolution forms part, the aggregate nominal amount of the shares in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution no. 9 shall be added to the aggregate nominal amount of the shares in the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution no. 8 as set out in the notice convening this meeting of which this resolution forms part.”

By Order of the Board Cheng Xiaoyu Chairman

Hong Kong, 31 March 2021

Notes:

• (1) A shareholder entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of any officer or attorney duly authorised to sign the same.

• (3) The register of members of the Company will be closed from Friday, 21 May 2021 to Thursday, 27 May 2021, both dates inclusive, during which period, no transfer of shares will be registered. In order to qualify for attend and vote at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (H.K. time) on Thursday, 20 May 2021.

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NOTICE OF ANNUAL GENERAL MEETING

• (4) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the above meeting or any adjourned meeting thereof (as the case may be).

• (5) Completion and return of the form of proxy will not preclude members from attending and voting in person at the above meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) Where there are joint registered holders of any share, any one of such joint holders may vote at the above meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the above meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

• (7) To safeguard the health and safety of shareholders of the Company, shareholders are kindly reminded that should the coronavirus continue to affect Hong Kong at or around the time of the annual general meeting, shareholders should assess for themselves whether they should actually attend. Depending on the circumstances, the Company may need to take certain precautionary measures at the annual general meeting, such as (but not limited to) requiring all attendees to have body temperature measurement and wear masks to enter the meeting venue. Should anyone seeking to attend the annual general meeting decline to follow these requirements or be found to be suffering from a fever (temperature over 37˚C) or otherwise unwell, the Company reserves the right to refuse such person’s admission to the annual general meeting. No refreshments or drinks or souvenirs will be provided.

As at the date of this notice, the Board comprises Ms. Cheng Xiaoyu (Chairman), Mr. Wang Hongpeng (Managing Director), Mr. Xu Liang and Mr. Xiao Yong as Executive Directors; Mr. Chen Zheng (Deputy Chairman) as Non-executive Director; Prof. Japhet Sebastian Law, Mr. Lam Yiu Kin, Mr. Zheng Xiaodong and Mr. Li Yao as Independent Non-executive Directors.

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