Annual Report 年報 Global Digital Creations Holdings Limited 司 公 限 有 股 控 意 創 碼 數 球 環 Annual Report 2006
Total Page:16
File Type:pdf, Size:1020Kb
2006 Annual Report 年報 Global Digital Creations Holdings Limited Limited Holdings Creations Digital Global 環球數碼創意控股有限公司 Annual Report 2006 2006 Report Annual Global Digital Creations Holdings Limited 環球數碼創意控股有限公司* (Incorporation in Bermuda with limited liability) 年 報 年 (於百慕達註冊成立之有限公司) (Stock Code 股份代號:8271) * For identification purpose only僅供識別之用 Characteristics of the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, 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. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. The Stock Exchange takes no responsibility for the contents of this report, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report. This report, for which the directors (the “Directors”) of Global Digital Creations Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this report is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this report misleading; and (iii) all opinions expressed in this report have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. Where the English and the Chinese texts conflict, the English text prevails. Contents Mission Statement 1 Company Information 2 Corporate Profile 4 Significant Events in 2006 5 Chairman’s Statement 8 Corporate Structure 10 Chief Executive Officer’s Review & Outlook 12 Management Discussion and Analysis 18 Corporate Governance Report 21 Directors’ and Senior Management Profile 30 Report of the Directors 33 Auditors’ Report 47 Financial Statements 49 1 Global Digital Creations Holdings Limited ANNUAL REPORT 2006 Company InformationMission Statement We are the pioneers in a new technology and industry. There are many problems and difficulties in our way. We will conquer and overcome. We believe our future will rest on the people that we train and nurture today. Together working as a team, we will build and lead the digital content development industry in Asia. ANNUAL REPORT 2006 Global Digital Creations Holdings Limited 2 Company Information BOARD OF DIRECTORS REMUNERATION COMMITTEE Executive Directors Leung Shun Sang, Tony (Chairman) Cao Zhong (Chairman) Cao Zhong (Vice-Chairman) Chen Zheng (Chief Executive Officer) Kwong Che Keung, Gordon Jin Guo Ping (Vice President) Bu Fan Xiao Xu Qing, Catherine (Vice President) Hui Hung, Stephen Non-executive Director Leung Shun Sang, Tony NOMINATION COMMITTEE Independent Non-executive Directors Cao Zhong (Chairman) Leung Shun Sang, Tony (Vice-Chairman) Kwong Che Keung, Gordon Kwong Che Keung, Gordon Bu Fan Xiao Bu Fan Xiao Hui Hung, Stephen Hui Hung, Stephen CHIEF FINANCIAL OFFICER & QUALIFIED ACCOUNTANT AUTHORISED REPRESENTATIVES Chen Zheng Tsang Yu Tit Xu Qing, Catherine COMPLIANCE OFFICER WEBSITE ADDRESS Chen Zheng http://www.gdc-world.com COMPANY SECRETARY STOCK CODE Foo Man Yee 8271 AUDIT COMMITTEE Kwong Che Keung, Gordon (Chairman) Bu Fan Xiao Hui Hung, Stephen 3 Global Digital Creations Holdings Limited ANNUAL REPORT 2006 Company Information HEAD OFFICE AND PRINCIPAL PLACE PRINCIPAL BANKERS OF BUSINESS IN HONG KONG Hang Seng Bank Limited 6/F., Bank of East Asia Harbour View Centre Standard Chartered Bank 56 Gloucester Road Wanchai Hong Kong PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE REGISTERED OFFICE The Bank of Bermuda Limited Bank of Bermuda Building Clarendon House 6 Front Street 2 Church Street Hamilton HM 11 Hamilton HM 11 Bermuda Bermuda HONG KONG BRANCH SHARE AUDITORS REGISTRAR AND TRANSFER OFFICE Deloitte Touche Tohmatsu Standard Registrars Limited 26/F, Tesbury Centre 28 Queen’s Road East LEGAL ADVISERS Wanchai Hong Kong As to Hong Kong Laws Sidley Austin As to Bermuda Laws Conyers Dill & Pearman ANNUAL REPORT 2006 Global Digital Creations Holdings Limited 4 Corporate Profile Headquartered in Hong Kong, Global Digital Creations Leveraging its proprietary technologies in digital film processing, Holdings Limited, together with its subsidiaries, (hereinafter encryption, compression, storage, delivery and distribution, collectively referred to as the “Group” or “GDC”) is one of GDC developed a proprietary digital cinema solution. In 2002, the leading groups providing an integrated value chain in the the Group successfully used its proprietary DSRTM Digital digital distribution and content business which encompasses Film Agile Encoder for the premiere of “The Missing Gun”, the computer graphics (“CG”) creation and production, distribution PRC’s first digitally released film. The Group has, since early and exhibitions of digital content, and training of CG artists in 2003, commercialised its digital cinema solution under the the Asia Pacific region. DSRTM range of equipment globally for supply to digital cinemas worldwide, thus becomes one of the leading digital cinema GDC has built a production pipeline in the city of Shenzhen service providers in the world. in the People’s Republic of China (the “PRC”, which for the purpose of this annual report, does not include Hong Kong To secure a stable supply of CG creation and production staff and Macau Special Administrative Regions and Taiwan) for the for CG projects, GDC has organised CG training courses in production of CG content for animated films, television (“TV”) Shenzhen in co-operation with Shenzhen University since series and other CG applications. The Group is one of the year 2000 with over 2000 CG artists being trained. Currently, largest CG production houses in China and even Asia. GDC has the Group’s training network covers 6 major cities including finished the production of the animated film “Thru the Moebius Shenzhen, Shanghai, Beijing, Shenyang, Xi’an and Nanjing, and Strip”, the animated short film “The Legend of Shangri-la” and plans to extend to other cities throughout China. various overseas animated series. Shares of the Company are listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (stock code: 8271). 5 Global Digital Creations Holdings Limited ANNUAL REPORT 2006 Significant Events in 2006 April 2006 GDC won two awards in July 2006 At the Award Ceremony of the 2006 Chinese International Digital Content Contest of the Creative Animation Audio- 8th “TBS Digicon6+2” held in visual Pieces “Handsome Tokyo, the Group’s entry “The Monkey Award” Contest of Legend of Shangri-la” received the 2nd Chinese International unanimous recognition Creative Animation Festival, of and was awarded a which “The Legend of Shangri- prize both domestically la” won the “Best Short Film and abroad: the No. 1 in Award”, while “Home” was China Region and the Final awarded the best commercial/ Award. educational animation advertisement. August 2006 GDC in collaboration with 華 夏電影發行公司, released the May 2006 “EGG”, the dedicated effort CG movie “Thru the Moebius of our students, received the Strip” proprietarily developed bronze medal of the animation by the Group group in the Award Ceremony of “Aniwow! 2006”, the 1st PRC (Beijing) International University Students’ Animations Festival. The Group completed the development of new generation of digital cinema servers that meet Hollywood requirements. ANNUAL REPORT 2006 Global Digital Creations Holdings Limited 6 Significant Events in 2006 October 2006 The prize-winning results of December 2006 The Group upgraded almost the Animated Films Contest all the deployed servers in of the 3rd PRC Changzhou the field (except China) to the International Animation Arts new Hollywood requirements Week were released during – DCI JPEG2000 in 2006; to the Week concerned, whereby date more than 6 Hollywood the Group’s entry “The Legend blockbusters have been of