Skyworth Group Limited — AGM Information 2018

Jul 3, 2018

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

SKYWORTH DIGITAL HOLDINGS LIMITED （創 維 數 碼 控 股 有 限 公 司）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00751)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Skyworth Digital Holdings Limited (the “Company”) will be held at Cliftons, Rooms 508-520, Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong, on Thursday, 2 August 2018 at 10:00 a.m. (or any adjournment thereof) for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Directors”) and the auditors (the “Auditors”) of the Company thereon for the year ended 31 March 2018.

2. To declare and approve a final dividend for the year ended 31 March 2018 (in cash).

3. (A) To re-elect Mr. Lai Weide as a Director;

4. (B) To re-elect Mr. Liu Tangzhi as a Director;

5. (C) To re-elect Ms. Lin Wei Ping as a Director; and

6. (D) To re-elect Mr. Lin Jin as a Director.

7. To authorise the board of Directors (the “Board”) to fix the remuneration of Directors.

8. To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditors and to authorise the Board to fix their remuneration.

• For identification purpose only

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As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

6. “ THAT :

• (a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended from time to time) and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be repurchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of the passing of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution and the authority pursuant to subparagraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the date of 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, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and

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• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

By order of the Board Skyworth Digital Holdings Limited Lai Weide

Chairman of the Board

Hong Kong, 4 July 2018

As at the date of this notice, the Board comprises Mr. Lai Weide as the Chairman of the Board, Mr. Liu Tangzhi as executive Director and the chief executive officer, Ms. Lin Wei Ping, Mr. Shi Chi and Mr. Lin Jin as executive Directors; and Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Li Ming as independent non-executive Directors.

Registered office: Principal place of business Clarendon House in Hong Kong: 2 Church Street Rooms 1601-04 Hamilton HM 11 Westlands Centre Bermuda 20 Westlands Road Quarry Bay Hong Kong

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Notes:

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

• (2) In order to be valid, the proxy form must be deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person should he so desire.

• (3) The Board has recommended a final dividend of HK9.0 cents (in cash) for the year ended 31 March 2018 per share and, if such dividend is approved by the members by passing resolution 2, it is expected to be paid on or around 26 September 2018 to those shareholders whose names appeared on the Company’s register of members on 31 August 2018.

• (4) The register of members of the Company will be closed from Monday, 30 July 2018 to Thursday, 2 August 2018 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 27 July 2018.

• (5) An explanatory statement containing further details regarding resolution 6 above is set out in Appendix I to the circular of which this notice of AGM forms part (the “Circular”).

• (6) Particulars of the retiring Directors are set out in Appendix II to the Circular.

• (7) Effect of bad weather on the AGM

The AGM will not take place if there is:

• (a) a tropical cyclone warning signal number 8 or above; or

• (b) a “black” rainstorm warning,

in force in Hong Kong 2 hours before the scheduled time of the AGM on the day of the AGM. An announcement will be made by the Company in such event.

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