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DIGITAL DOMAIN HOLDINGS LIMITED CONTENTS Corporate Information .......................................................... 2 Chairman’s Statement ........................................................... 4 Chief Executive Officer’s Review ........................................... 6 Corporate Governance Report ............................................... 34 Directors’ Report .................................................................. 46 Independent Auditor’s Report ............................................... 71 Consolidated Income Statement ............................................ 77 Consolidated Statement of Comprehensive Income ................ 78 Consolidated Statement of Financial Position ......................... 79 Consolidated Statement of Changes in Equity ........................ 81 Consolidated Statement of Cash Flows .................................. 83 Notes to the Consolidated Financial Statements .................... 85 Five Years Financial Summary ................................................ 183 Particulars of Properties ....................................................... 184 1 CORPORATE INFORMATION BOARD OF DIRECTORS REGISTERED OFFICE Executive Directors Clarendon House, 2 Church Street Mr. Peter CHOU (Chairman) Hamilton HM11, Bermuda Mr. WEI Ming (Vice Chairman) Mr. SEAH Ang (Chief Executive Officer) HEAD OFFICE AND Mr. Amit CHOPRA (Chief Operating Officer) PRINCIPAL PLACE OF BUSINESS 9/F., Henley Building Non-executive Directors No. 5 Queen’s Road Central Mr. PU Jian Central, Hong Kong Dr. SONG Alan Anlan PRINCIPAL SHARE REGISTRAR AND Independent Non-executive Directors TRANSFER OFFICE IN BERMUDA Mr. DUAN Xiongfei MUFG Fund Services (Bermuda) Limited Ms. LAU Cheong The Belvedere Building, 69 Pitts Bay Road Mr. WONG Ka Kong Adam Pembroke HM08, Bermuda Mr. John Alexander LAGERLING BRANCH SHARE REGISTRAR AND AUDIT COMMITTEE TRANSFER OFFICE IN HONG KONG Mr. DUAN Xiongfei (Chairman) Computershare Hong Kong Investor Services Limited Ms. LAU Cheong Shops 1712-1716, 17th Floor, Hopewell Centre Mr. WONG Ka Kong Adam 183 Queen’s Road East, Wanchai, Hong Kong REMUNERATION COMMITTEE PRINCIPAL BANKERS Mr. DUAN Xiongfei (Chairman) Bank of China (Hong Kong) Limited Mr. SEAH Ang China CITIC Bank International Limited Ms. LAU Cheong China Construction Bank (Asia) Corporation Limited Mr. WONG Ka Kong Adam East West Bank EverTrust Bank NOMINATION COMMITTEE Industrial and Commercial Bank of China Limited Mr. DUAN Xiongfei (Chairman) Royal Bank of Canada Mr. SEAH Ang Ms. LAU Cheong INDEPENDENT AUDITOR Mr. WONG Ka Kong Adam BDO Limited Certified Public Accountants COMPANY SECRETARY Ms. FOK Lai Yan SOLICITOR Reed Smith Richards Butler STOCK CODE 547 digitaldomain.com Digital Domain Holdings Digital_Domain DigitalDomain數字王國 2 ANNUANNUAL REPOReportRT 2017 DIGITAL DOMAIN HOLDINGS LIMITED DIGITAL DOMAIN CREATES TRANSPORTIVE EXPERIENCES THAT ENTERTAIN, INFORM AND INSPIRE. The company is a pioneer in many fields, including visual and virtual reality experiences. Staff artists have won more effects, livestreaming landmark events in 360° virtual reality, than 100 major awards, including Academy Awards, Clios, building situational awareness applications, creating “virtual BAFTA awards and Cannes Lions. humans” for use in films and live events, and developing interactive content. A creative force in visual effects and Digital Domain has offices in Los Angeles, New York, media applications, Digital Domain and its predecessor Vancouver, London, Hyderabad, Beijing, Shanghai, entities have brought artistry and technology to hundreds of Shenzhen, Taipei and Hong Kong. The Following is a motion pictures, commercials, video games, music videos simplified chart of major businesses of the Group. SOFTBANK OTHER MANAGEMENT CITIC CHINA SHAREHOLDERS DD GREATER DD USA/ DD HK DD INDIA CHINA CANADA VISUAL VIRTUAL EFFECTS VIRTUAL CONTENT AND REALITY AND 360° INTELLECTUAL INVESTMENT PRODUCTION PRODUCTION AND HUMAN PROPERTIES PROPERTIES AND POST- GAME BUSINESS BUSINESS PRODUCTION DEVELOPMENT DEVELOPMENT Note: For details and full names of these businesses/projects/companies, please refer to “Chief Executive Officer’s Review” section of this report on pages 6 to 33. 3 CHAIRMAN’S STATEMENT FOR THE LAST 25 YEARS, DIGITAL DOMAIN HAS BUILT A STRONG LEGACY OF INNOVATION AND PIONEERING TRANSPORTIVE EXPERIENCES THAT ENTERTAIN, INFORM AND INSPIRE. Digital Domain leads the media, Furthering our pioneering work with entertainment and telecommunications virtual humans, we launched a musical industries by bringing together the featuring Asian pop star Teresa Teng most talented digital artists and the posthumously in 5D. most advanced technology. Our unique combination of artistry, business As one of the world’s largest acumen and cutting-edge technological and most innovative studios for expertise continues to ensure Digital immersive content, advanced Domain’s place at the forefront of the technology and storytelling, rapidly evolving media and entertainment Digital Domain has continued to industry. lead the VR industry. By creating strategic partnerships with Digital Domain continues to lead telecommunications and media visual effects, previsualisation, giants like MTG, SKY TV, Deutsche postvisualisation, virtual productions, Telekom, NBCUniversal, and post-production and motion capture DreamWorks, we launched multiple for blockbuster feature films from the platforms, immersive experiences top studios, including “SpiderMan: and comprehensive end-to-end tech Homecoming”, “Beauty and the Beast”, solutions. “Wolf Warrior 2” and “Jungle Book”. The world’s largest brands and advertising We continued to lead the world of 360° agencies continue to call Digital Domain immersive content by launching a Digital to handle challenging visual effects Domain-branded app. We live streamed projects, including Google, Budweiser, tentpole events like the ESPN X Games, Dell, BMW, Apple, Mercedes-Benz, red carpet events from The Met Gala, Hermes and Intel. Impressive episodic Grammys and Academy Awards and work for STARZ, SpikeTV and Netflix created VOD content for multiple events kept us busy this year, and also earned including the Miss Universe competition, us a VES Award for “Black Sails”. the 2017 CCTV Spring Festival Gala and 4 ANNUAL REPORT 2017 DIGITALDIGitaL DOMAINDOMAIN HOLHOLDDININGSGS LLIMITEDIMITED the British Fashion Awards. Several pieces of original IP were launched to rave reviews including Digital Domain’s “Monkey King”, “DreamWorks Voltron VR Chronicles” and “Micro Giants”, the latter of which was featured during the 2018 Sundance Film Festival’s New Frontier Exhibition. Global expansion progressed with new studio openings in Beijing, Shanghai and Hyderabad. We also welcomed several new board members in 2017. As I reflect on the last 25 years, I am eager to get the next 25 years underway and continue to challenge and lead the industry. I would like to thank our partners for their support and collaboration, our investors for their belief in our mission and our world-class artists for their dedication. PETER CHOU Chairman Hong Kong, 28 March 2018 5 CHIEF EXECUTIVE OFFICER’S REVIEW FINANCIAL AND BUSINESS REVIEW For the year ended 31 December 2017, the Group achieved a revenue of HK$703,004,000 (2016: HK$763,501,000), showing a decrease of approximately 8% compared to that of last year. The gross profit of the Group amounted to HK$81,778,000 (2016: HK$124,347,000) for the year ended 31 December 2017. The decrease in revenue and gross profit were mainly attributable to the visual effects business (traditional TV advertisements), feature film production and motion capture businesses. As at 31 December 2017, the total assets of the Group amounted to HK$1,893,029,000 (as at 31 December 2016: HK$1,919,803,000). The loss attributable to the owners of the Company was HK$524,893,000 (2016: HK$479,377,000). The loss for the year ended 31 December 2017 was approximately HK$544,141,000 (2016: HK$498,380,000). The loss for the year was mainly caused by: (i) the recognition of non-cash outflow expenses, including: a. equity-settled share-based payments for the share options granted between 2014 and 2017 to the value of HK$57,428,000 (2016: HK$81,147,000); b. amortisation and depreciation expenses to the value of HK$60,219,000 (2016: HK$48,001,000); and c. imputed interest expenses for convertible notes and a promissory note to the value of HK$8,899,000 (2016: HK$41,591,000). (ii) increased administrative and other project expenses, comprising mainly legal and professional fees (including those incurred in relation to the acquisitions, collaborations and business development in the Greater China region, business development in India, and investor and public relations); (iii) content development and research and development costs incurred during the year relating to virtual reality content and games, 360° cameras and interactive virtual human functionality, which were expensed instead of capitalised after due consideration and in an abundance of prudence; and (iv) operating losses from the media entertainment segment. 6 ANNUAL REPORT 2017 DIGITALDIGITAL DOMAIN HOLHOLDDININGSGS LIMITEIMITEDD MEDIA ENTERTAINMENT SEGMENT During the year under review, this segment recorded a revenue of approximately HK$694,718,000 (2016: HK$755,442,000). The revenue from this segment accounted for approximately 99% of the Group’s revenue for the year. This segment incurred a loss of approximately HK$277,545,000 (2016: HK$163,650,000). The loss included the content development
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