Skyworth Group Limited — Capital/Financing Update 2021

Apr 16, 2021

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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(Incorporated in Bermuda with limited liability) (Stock Code: 00751)

CONNECTED TRANSACTIONS ACQUISITIONS OF MOTOR VEHICLES

THE ACQUISITIONS

The Board is pleased to announce that on 16 April 2021, Skyworth Software and SSDT, indirect nonwholly owned subsidiaries of the Company, entered into the Agreements with Jiangsu Skywell Automobile, respectively, for the Acquisitions of certain motor vehicles at an aggregate consideration of approximately RMB3.9 million.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Wong is a controlling shareholder of the Company as he indirectly holds approximately 46.75% of the total issued share capital of the Company. The equity interest of Jiangsu Skywell Automobile is indirectly held as to approximately 88.97% by Mr. Wong and is therefore an associate of Mr. Wong and a connected person of the Company under the Listing Rules. Accordingly, the Acquisitions constitute connected transactions of the Company.

As the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisitions, when aggregated with the Previous Acquisitions which were conducted during the 12 months prior to the Acquisitions, exceed 0.1% but are less than 5%, the Acquisitions, when aggregated with the Previous Acquisitions, are subject to the reporting and announcement requirements, but are exempted from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

THE ACQUISITIONS

The Board is pleased to announce that on 16 April 2021, Skyworth Software and SSDT, indirect nonwholly owned subsidiaries of the Company, entered into the Agreements with Jiangsu Skywell Automobile, respectively, for the Acquisitions of certain motor vehicles at an aggregate consideration of approximately RMB3.9 million.

The principal terms of the Agreements are set out as follows:

Date: 16 April 2021 Seller: 江蘇開沃汽車有限公司 (Jiangsu Skywell Automobile Co., Ltd.*), a company incorporated with limited liability in the PRC, the equity interest of which is indirectly held by Mr. Wong as to approximately 88.97%.

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• Purchasers: (i) under Agreement A, 深圳市創維軟件有限公司 (Shenzhen Skyworth Software Co., Ltd.*), an indirect non-wholly owned subsidiary of the Company.

• (ii) under Agreement B, 深圳創維數字技術有限公司 (Shenzhen Skyworth Digital Technology Co., Ltd.*), an indirect non-wholly owned subsidiary of the Company.

Subject Matter:

• (i) under Agreement A, five first-hand passenger cars manufactured by Jiangsu Skywell Automobile.

• (ii) under Agreement B, fifteen first-hand passenger cars manufactured by Jiangsu Skywell Automobile.

Consideration:

The entire amount of the consideration of RMB974,000 under Agreement A is to be paid before 30 April 2021.

The entire amount of the consideration of approximately RMB2.9 million under Agreement B is to be paid before 30 April 2021.

The consideration underlying the respective Agreements has been negotiated between the parties on an arm’s length basis and primarily by reference to the market rate of the relevant car model.

The above consideration will be paid in cash and funded by internal resources of the Group.

Delivery:

The motor vehicles are to be delivered to the purchasers at a time to be agreed by the relevant parties after full settlement of the consideration.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The Group purchased the motor vehicles through the Acquisitions for the transportation of personnel in the conduct of its ordinary and usual course of business, and the Acquisitions provide an opportunity for the Group to acquire suitable vehicles at a price lower than alternatives in the market with similar specifications.

The Directors, including the independent non-executive Directors, believe that the Acquisitions have been entered into for conduct of the ordinary and usual course of the business of the Company on normal commercial terms and the terms of the Agreements are fair and reasonable and the Acquisitions are in the interests of the Company and the Shareholders as a whole.

According to bye-law 103(3) of the Company’s bye-laws, since Ms. Lin Wei Ping and Mr. Lin Jin, who are executive Directors, are associates of Mr. Wong who are materially interested in the Agreements, Ms. Lin Wei Ping and Mr. Lin Jin are deemed to have material interests in, and have abstained from voting on, the resolutions passed by the Board to approve the Agreements. Save as disclosed, none of the Directors is required to abstain from voting on the relevant board resolutions to approve the Agreements under the bye-laws of the Company or the Listing Rules.

INFORMATION ON THE GROUP, SKYWORTH SOFTWARE AND SSDT

The Company is an investment holdings company with subsidiaries principally engaged in manufacturing and selling smart TV systems, home access systems, smart white appliances, internet value-added services, property development and property holding.

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Skyworth Software is principally engaged in the technical development and related technical services of application software and information system software for broadcasting, communication and telecommunications and computer software.

SSDT is principally engaged in research, development, production, sales and after-sales service of smart terminals such as digital set-top boxes, broadband network connection equipment, commercial displays, and systems and platforms.

INFORMATION ON JIANGSU SKYWELL AUTOMOBILE

Jiangsu Skywell Automobile is a company incorporated in the PRC and is principally engaged in the manufacturing and sales of large, medium and light buses, passenger cars and related components and parts.

LISTING RULES REQUIREMENTS

As at the date of this announcement, Mr. Wong is a controlling shareholder of the Company as he indirectly holds approximately 46.75% of the total issued share capital of the Company. The equity interest of Jiangsu Skywell Automobile is indirectly held as to approximately 88.97% by Mr. Wong and is therefore an associate of Mr. Wong and a connected person of the Company under the Listing Rules. Accordingly, the Acquisitions constitute connected transactions of the Company.

As the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisitions, when aggregated with the Previous Acquisitions which were conducted during the 12 months prior to the Acquisitions, exceed 0.1% but are less than 5%, the Acquisitions, when aggregated with the Previous Acquisitions, are subject to the reporting and announcement requirements, but are exempted from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

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

“Acquisitions”	the acquisitions of certain motor vehicles by the Group pursuant to
	the Agreements;
“Agreements”	Agreement A and Agreement B;
“Agreement A”	the vehicle acquisition agreement dated 16 April 2021 entered into
	between Jiangsu Skywell Automobile andSkyworth Software in
	respect of the sale and purchase of certain motor vehicles;
“Agreement B”	the vehicle acquisition agreement dated 16 April 2021 entered into
	between Jiangsu Skywell Automobile andSSDT in respect of the
	sale and purchase of certain motor vehicles;
“associate(s)”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of Directors or a duly authorised committee of the
	board of Directors;
“Company”	Skyworth Group Limited, a company incorporated in Bermuda
	with limited liability and the ordinary shares of which are listed
	on the main board of the Stock Exchange under stock code:
	00751;

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“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“controlling Shareholder”	has the meaning ascribed to it under the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Jiangsu Skywell Automobile”	江蘇開沃汽車有限公司(Jiangsu Skywell Automobile Co.,
	Ltd.*), a limited liability company established under the laws of
	the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time;
“Mr. Wong”	Mr. Wong Wang Sang, Stephen who is a controlling shareholder
	of the Company and spouse of Ms. Lin Wei Ping, an executive
	Director;
“PRC”	the People’s Republic of China (for the purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan);
“Previous Acquisitions”	the acquisitions of a total of 29 motor vehicles by members of the
	Group for conduct of their ordinary and usual course of business
	from entities controlled by Mr. Wong at anaggregate consideration
	of approximately RMB5.6 millionduring the 12 months prior to the
	Acquisitions;
“RMB”	Renminbi, the lawful currency of the PRC;
“Shareholder(s)”	holder(s) of the share(s) of the Company;
“Skyworth Software”	深圳市創維軟件有限公司(Shenzhen Skyworth Software Co.,
	Ltd.*), a limited liability company established under the laws of
	the PRC and a wholly-owned subsidiary of SSDT;
“SSDT”	深圳創維數字技術有限公司(Shenzhen Skyworth Digital
	Technology Co., Ltd.*),a limited liability company established
	under the laws of the PRCwhich is indirectly owned as to
	approximately 56.84% by the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules; and

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“%”

per cent.

By order of the Board Skyworth Group Limited Lai Weide Chairman of the Board

Hong Kong, 16 April 2021

As at the date of this announcement, the Board of the Company 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, Mr. Lin Jin and Mr. Lam Shing Choi, Eric as executive Directors; and Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Hung Ka Hai, Clement as independent non-executive Directors.

• For identification purpose only

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