Smart Digital Technology Group Limited — Proxy Solicitation & Information Statement 2013

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 licensed securities dealer 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 Sun Innovation Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

SUN INNOVATION HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 547)

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF

CHINESE NAME FOR IDENTIFICATION PURPOSES ONLY, AMENDMENT TO THE BYE-LAWS, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at the Conference Room, Room 1818, 18th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 November 2013 at 10:00 a.m. is set out in Appendix II to this circular. Whether or not you are able to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote and in default the form of proxy shall not be treated as valid. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

1 November 2013

CONTENTS

DEFINITIONS

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

1

LETTER FROM THE BOARD

SUN INNOVATION HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 547)

Executive Directors: Mr. Zhou Jian (Chairman) Mr. Fan Lei

Independent Non-executive Directors: Ms. Lau Cheong Mr. Duan Xiongfei Mr. Wong Ka Kong Adam

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

Head Office and Principal Place of Business in Hong Kong: Rooms 1818-1823, 18th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong 1 November 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF

CHINESE NAME FOR IDENTIFICATION PURPOSES ONLY, AMENDMENT TO THE BYE-LAWS, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this document is to provide you with requisite information regarding resolutions: (i) the approval of the Name Change and the amendment to the Bye-laws; and (ii) the re-election of the retiring Director to be proposed at the SGM.

PROPOSED NAME CHANGE

On 8 October 2013, the Company announced that the Board proposes to change the name of the Company from “Sun Innovation Holdings Limited” to “Digital Domain Holdings Limited” and adopt “數字王國集團有限公司” to replace “奧亮集團有限公司” as the Chinese name of the Company for identification purposes only.

2

LETTER FROM THE BOARD

CONDITIONS FOR THE NAME CHANGE

The Name Change is subject to the following conditions:

1. the passing of a special resolution by the Shareholders to approve the Name Change at the SGM; and

2. the Registrar of Companies in Bermuda approving the change of the Company’s name and issuing a certificate of incorporation on change of name in respect thereof.

The Name Change will take effect from the date of entry of the new English name of the Company on the register maintained by the Registrar of Companies in Bermuda.

PROPOSED AMENDMENT TO THE BYE-LAWS

In view of the proposed Name Change, the Board also proposes to make an amendment to the Bye-laws in order to reflect the Name Change. Accordingly, the Board proposes to seek the approval of the Shareholders by way of special resolution for the amendment to the Bye-laws at the SGM.

The details of the proposed amendment to the Bye-laws are set out in the notice of the SGM of this circular.

The proposed amendment to the Bye-laws and adoption of a new set of Bye-laws are subject to the approval of the Shareholders by way of passing the requisite special resolution at the SGM.

REASONS FOR THE NAME CHANGE

With the completion of acquisition of 70% indirect ownership of Digital Domain 3.0, Inc. (further information of which are contained in the Company’s circular dated 14 June 2013), a prominent visual effects studio operator in the United States, the Group has expanded its principal business into the media entertainment sector. In order to align the Company’s corporate image and identity with the Group’s new business focus in the media entertainment sector, the Board proposes the Name Change. The Board believes that the Name Change will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

THE EFFECTS OF THE NAME CHANGE

The Name Change will not, of itself, affect any of the rights of the Shareholders. All existing share certificates of the Company bearing the existing name of the Company will, after the Name Change has become effective, continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes. Any new share certificates of the Company issued after the Name Change has become effective will bear the Company’s new name. There will not be any arrangement for free exchange of existing share certificates of the Company for new share certificates bearing the Company’s new name.

To reflect the Name Change, the logo and the website of the Company will be changed accordingly upon the Name Change becoming effective. Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the shares of the Company will also be changed upon the Name Change becoming effective.

3

LETTER FROM THE BOARD

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the SGM, the effective date of the Name Change, and the details in respect of the change of logo, website and stock short names of the Company.

RE-ELECTION OF RETIRING DIRECTOR

Mr. Wong Ka Kong Adam (“Mr. Wong”) has been appointed as an independent non-executive Director with effect from 9 August 2013. In accordance with Bye-law 86(2) of the Bye-laws, Mr. Wong shall hold office until the SGM and, being eligible, offers himself for re-election at the SGM. Details of the Director who is proposed to be re-elected at the SGM are set out in Appendix I to this circular.

SGM

The SGM will be held at the Conference Room, Room 1818, 18th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 November 2013 at 10:00 a.m. The notice of the SGM is set out on pages 6 to 7 of this circular.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

VOTING AT THE SGM

Pursuant to Bye-law 66 of the Bye-laws and Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll save that the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As at the Latest Practicable Date, to the extent that the Company is aware having made all reasonable enquiries, no Shareholder has to abstain from voting on any of the proposed resolutions.

RECOMMENDATION

In light of the foregoing, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM to approve the Name Change and the amendment to the Bye-laws, and the re-election of the retiring Director.

Yours faithfully, For and on behalf of the Board

SUN INNOVATION HOLDINGS LIMITED Zhou Jian

Chairman

4

DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

This appendix sets out the details of Director proposed for re-election at the SGM.

Mr. Wong, aged 47, was appointed as an independent non-executive Director on 9 August 2013. He was also appointed as a member of the audit committee, remuneration committee and nomination committee of the Company on the same date.

Mr. Wong holds an Honours Diploma in Accountancy from Lingnan College (now known as Lingnan University). He is a member and a practising certificate holder of the Hong Kong Institute of Certified Public Accountants. Mr. Wong has twenty-three years’ experience in auditing, commercial finance and accounting operation. He previously held various senior positions in listed companies with business in Hong Kong, Greater China and overseas. Currently he holds a senior executive position in the corporate accounting department of a Hong Kong main board listed properties developer.

Mr. Wong entered into an appointment letter with the Company for no fixed term but he is subject to retirement by rotation according to the Bye-laws and the appointment is terminable by either party by giving one month’s prior notice. Pursuant to the appointment letter, the total amount of the director’s fee payable to Mr. Wong is HK$120,000 per annum, which was determined with reference to his experience, qualifications, duties and responsibilities in the Company as well as current market conditions.

Save as disclosed above, Mr. Wong: (i) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO at the Latest Practicable Date; (ii) does not hold any other position in the Company or any of its subsidiaries; (iii) in the last three years does not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (iv) does not have other major appointments and professional qualifications; (v) does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company; and (vi) is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company nor is there any information relating to the re-election of Mr. Wong that needs to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.

5

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

SUN INNOVATION HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 547)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of Sun Innovation Holdings Limited (the “ Company ”) will be held at the Conference Room, Room 1818, 18th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 November 2013 at 10:00 a.m. to consider and, if thought fit, to pass the following resolutions:

SPECIAL RESOLUTION

“ THAT :

• (i) the name of the Company be and is hereby changed from “Sun Innovation Holdings Limited” to “Digital Domain Holdings Limited” subject to the approval by the Registrar of Companies in Bermuda and “數字王國集團有限公司” be and is hereby adopted to replace “奧亮集團有 限公司” as the Chinese name of the Company for identification purposes only effective from the change of the Company’s name becoming effective (together, the “ Name Change ”); and

• (ii) the existing bye-laws of the Company be amended with effect from the date on which the Name Change becomes effective by deleting the existing definition of “Company” in byelaw 1 and inserting the following new definition:

“Company”

Digital Domain Holdings Limited or such other name as may be approved by Members in accordance with the Act.

and the amended form of bye-laws of the Company which consolidates the proposed amendment be approved and adopted as the new bye-laws of the Company to the exclusion of the existing bye-laws of the Company with effect from the Name Change becoming effective.”

ORDINARY RESOLUTION

To re-elect Mr. Wong Ka Kong Adam as a director of the Company.

By Order of the Board SUN INNOVATION HOLDINGS LIMITED Zhou Jian Chairman

Hong Kong, 1 November 2013

6

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

Notes:

• (1) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting. A proxy need not be a member of the Company.

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

• (3) The form of proxy and the power of attorney or other authority, if any, under which it is signed, or certified copy of such power of attorney or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote and in default the form of proxy shall not be treated as valid. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (5) A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

• (6) The resolutions are to be voted by way of poll.

• (7) The form of proxy is enclosed.

7