Skyworth Group Limited — Board/Management Information 2014

Feb 28, 2014

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

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

（ Incorporated in Bermuda with limited liability ）

(Stock Code: 00751)

CHANGES OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS IN BOARD COMMITTEES

The Board announces that

1. Mr. Sun has resigned as independent non-executive director, the chairperson of the nomination committee, a member of each of the remuneration committee and audit committee of the Company with effect from 18 March 2014;

2. Mr. Wei has been appointed as an independent non-executive director, a member of the nomination committee, remuneration committee and audit committee of the Company with effect from 18 March 2014.

After the changes of independent non-executive directors with effect from 18 March 2014, the members of the nomination committee, remuneration committee and audit committee of the Company will be as follows:

1. members of nomination committee: Mr. So, Mr. Li, and Mr. Wei, all being independent non-executive directors of the Company, and Ms. Chan, an executive director of the Company. Chairperson of the nomination committee, who shall be an independent non-executive director of the Company, is to be elected by the members of the committee in their forthcoming meeting;

2. members of remuneration committee: Mr. Li (chairperson), Mr. So and Mr. Wei, all being independent non-executive directors of the Company, and Ms. Lin, the executive chairperson of the Company;

3. members of audit committee: Mr. So (chairperson), Mr. Li and Mr. Wei, all being independent non-executive directors of the Company.

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Resignation of Independent Non-executive Director

The board of directors (the “Board”) of Skyworth Digital Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) hereby announces Mr. Sun Shengdian (“Mr. Sun”) has resigned as independent non-executive director, and chairperson of the nomination committee, a member of each of the remuneration committee and the audit committee of the Company with effect from 18 March 2014, in order for him to comply with the new requirements of the relevant authorities of the People’s Republic of China, that the senior management personnel in the state owned enterprises cannot take any position in other enterprises.

Mr. Sun has confirmed that he has no disagreement with the Board and there is no other matter that needs to be brought to the attention of the shareholders of the Company in relation to his resignation.

The Board would like to take this opportunity to express its gratitude to Mr. Sun for his valuable contributions to the Company during his tenure of service since September 2013.

Appointment of Independent Non-executive Director

The Board of the Company is pleased to announce that Mr. Wei Wei (“Mr. Wei”) has been appointed as an independent non-executive director, and a member of each of the nomination committee, remuneration committee and audit committee of the Company with effect from 18 March 2014. Set out below is the biographical details of Mr. Wei .

Mr. Wei, aged 48, has more than 20 years working experience in the field of education and research, mainly in strategic management, business model design and organisation economics. He is an associate professor and assistant dean in Peking University HSBC Business School. He was also director and associate professor in Xinjiang Institute of Technology, deputy dean in Xinjiang University and post-doctorate in China Centre for Economics Research, Peking University. Mr. Wei has been participating or in charge of in numerous enterprise management consultancy projects and publishing about 100 articles or case studies related to business model. Mr. Wei is currently an independent non-executive director of four listed companies, including ZTE Corporation (stock code : Shenzhen 000063 and Hong Kong 0763) listed on the Main Board of the Shenzhen Stock Exchange and the Stock Exchange of Hong Kong Limited, Telling Telecommunication Holding Co., Ltd. (stock code : Shenzhen 000829) and Zhangzidao Group Co., Ltd. (stock code : Shenzhen 002069) both are listed on the Shenzhen Stock Exchange, as well as Changyuan Group Ltd. (stock code : Shanghai 600525) listed on the Shanghai Stock Exchange.

Mr. Wei holds a bachelor degree of business administration from Huazhong University of Science & Technology. He also holds a master degree in business administration from Tsinghua University and a doctorate of philosophy degree in management science from Huazhong University of Science & Technology.

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Mr. Wei will enter into a letter of appointment with the Company for a term of three years commencing from 18 March 2014, which may be terminated by either party by giving at least one month’s notice in writing. Pursuant to the Bye-laws of the Company, Mr. Wei will hold office until the next general meeting of the Company but shall be eligible for re-election. Thereafter, he shall be subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company. Pursuant to the letter of appointment, Mr. Wei is entitled to a director’s fee of HK$44,000 per month, which is determined with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the date of this announcement, Mr. Wei does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He did not previously hold any positions with the Group, nor did he has any relationships with any directors, senior management, substantial or controlling shareholders of the Company. Save as disclosed in this announcement, Mr. Wei does not hold any directorship in any public companies whose securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date of this announcement.

Mr. Wei confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Saved as disclosed in this announcement, there is no other information relating to the appointment of Mr. Wei which needs to be brought to the attention of the shareholders of the Company and there is no other information needs to be disclosed pursuant to the requirements of Rules 13.51 (2) (h) to (v) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Wei to join the Board.

Changes of Members of Board Committees

Following the resignation of Mr. Sun and the appointment of Mr. Wei as independent non-executive directors of the Company as disclosed in this announcement with effect from 18 March 2014, the composition of the nomination committee, remuneration committee and audit committee will be as follows:

1. nomination committee: Mr. So Hon Cheung, Stephen (“Mr. So”), Mr. Li Weibin (“Mr. Li”), and Mr. Wei, all being independent non-executive directors of the Company, and Ms. Chan Wai Kay, Katherine (“Ms. Chan”), an executive director of the Company, are members of the committee. Chairperson of the nomination committee, who shall be an independent non-executive director of the

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Company, is to be elected by the members of the committee in their forthcoming meeting;

1. remuneration committee: Mr. Li (chairperson), Mr. So and Mr. Wei, all being independent non-executive directors of the Company, and Ms. Lin Wei Ping (“Ms. Lin”), the executive chairperson of the Company, are members of the committee;

2. audit committee: Mr. So (chairperson), Mr. Li and Mr. Wei, all being independent non-executive directors of the Company, are members of the committee.

By order of the Board Skyworth Digital Holdings Limited Lam Shing Choi, Eric Company Secretary

Hong Kong, 28 February 2014

As at the date of this announcement, the Board comprises Ms. Lin Wei Ping as executive chairman of the Board, Mr. Yang Dongwen as executive director and the chief executive officer, Mr. Lu Rongchang, Mr. Shi Chi and Ms. Chan Wai Kay, Katherine as executive directors, and Mr. So Hon Cheung, Stephen,Mr. Li Weibin and Mr. Sun Shengdian as independent non-executive directors.

• For identification purpose only

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