China Digital Culture : Company Information Sheet

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 21 June 2017.

1. GENERAL

   Place of incorporation : Incorporated in the Cayman Islands and

   continued in Bermuda Date of initial listing on GEM : 25 February 2003

   Name of Sponsor(s) : N/A

   Name of directors

   (please distinguish the status of the directors -

   Executive, Non-Executive or Independent Non-Executive)

   : Executive Directors Mr. Hsu Tung Sheng Mr. Hsu Tung Chi

   Mr. Chang Ching Lien Ms. Zhang Jing

   Mr. Lai Kwok Fai, Franki

   Independent non-executive Directors

   Mr. Kwok Chi Sun, Vincent Mr. Wong Tak Shing

   Mr. Gou Yanlin

   Name(s) of substantial

   shareholders (as such term

   is defined in rule 1.01 of the GEM Listing Rules) and

   their respective interests in the ordinary shares and

   other securities of the Company

   : Name

   Mr. Hsu Tung Chi

   Extent of holding and which company

   15.12% of the issuer

   Name(s) of company(ies)

   listed on GEM or the Main Board of the Stock

   Exchange within the same group as the Company

   : N/A

   Financial year end date : 31 December

   Registered address : Canon's Court,

   22 Victoria Street,

   Hamilton HM 12, Bermuda

   Head office and principal place of business

   : Room 2801A, Tower 1,

   Lippo Centre, 89 Queensway, Hong Kong

   Web-site address (if applicable)

   : http://www.cdculture.com

   Branch share registrar : Tricor Standard Limited

   Level 22, Hopewell Centre, 183 Queen's Road East,

   Hong Kong

   Auditors : MAZARS CPA Limited

2. BUSINESS ACTIVITIES

   Providing copyright content to end-users through well-established platforms and investing in movie, television and musical productions, and providing marketing and promotional services for professional athletes.

3. ORDINARY SHARES

   Number of ordinary shares in issue

   : 1,910,176,170

   Par value of ordinary shares in issue

   : HK$0.04 per share

   Board lot size (in number of shares)

   : 10,000

   Name of other stock

   exchange(s) on which

   ordinary shares are also listed

   : N/A

4. WARRANTS

   Stock code : N/A

   Board lot size (in number of warrants)

   : N/A

   Expiry date : 23 December 2017

   Exercise price : HK$0.60 (subject to adjustment)

   Conversion ratio (Not

   applicable if the warrant is denominated in dollar value of conversion right)

   : 1 Warrant : 1 Ordinary Share

   No. of warrants outstanding : 34,437,500

   No. of shares falling to be

   issued upon the exercise of outstanding warrants

   : 34,437,500

5. OTHER SECURITIES Share Option Scheme

10 June 2014 41,262,760 HK$0.4572 3 years from the date of grant

On 4 July 2016, the Company issued convertible bonds with principal amount of HK$120,000,000 as part of the consideration in favor of the Vendors (as defined below) (or their nominee(s)) for acquisition of the entire issued share capital of Dream World Holdings Limited under the sale and purchase agreement dated 6 July 2015 (as amended and supplemented by the first supplemental agreement dated 22 July 2015, the confirmation letter dated 28 August 2015, the second supplemental agreement dated 29 September 2015 and the third supplemental agreement dated 18 December 2015) entered into between the Company as the purchaser and Ease Wing Limited, Best Million Holdings Limited and Earn Wise Limited as the vendors (collectively, the "Vendors"). The holders of the convertible bonds have the right to convert the outstanding principal amount of the convertible bonds up to the maturity date of 3 July 2021. On 6 July 2016, the convertible bonds amounting to HK$18,000,000 was converted into 37,500,000 Shares; On 2 September 2016, the convertible bonds amounting to HK$62,000,000 was converted into 129,166,666 shares and subsequently on 13 September 2016, the convertible bonds amounting to HK$25,360,000 was converted into 52,833,332 Shares. As at the date of this Company Information Sheet, the outstanding convertible bonds amounted to HK$14,640,000 which may be converted into 30,500,000 Shares at the conversion price of HK$0.48 per Share.

On 19 June 2017, the Company issued convertible bonds with principal amount of HK$412,500,000 at an interest rate of 5.5% per annum to raise funds for strengthening its financial position and for its business development and to build a strategic partnership with Hangzhou Liaison Interactive Information Technology Co., Limited (杭州聯絡互動信息科技 股份有限公司) (the "Subscriber") to jointly develop the "Mobile E-sports" market and the related peripherals market under the subscription agreement dated 8 February 2017. Such convertible bonds carry the rights to convert into 750,000,000 Shares at a conversion price of HK$0.55 per Share (subject to adjustments). The convertible bonds will mature on the fifth anniversary from the date of issue on 19 June 2017. As at the date of this Company Information Sheet, the convertible bonds have not yet been converted by the Subscriber.

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet (the "Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make any information inaccurate or misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

The Directors acknowledge that the Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

Signed: