Skyworth Group Limited — Proxy Solicitation & Information Statement 2023

Apr 13, 2023

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 GROUP LIMITED 創維集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00751)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Skyworth Group Limited (the “ Company ”) will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 5 May 2023 at 10:00 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as an ordinary resolution and a special resolution of the Company, respectively:

ORDINARY RESOLUTIONS

1. “ THAT , the conditional cash offer (the “ Offer ”) by CLSA Limited on behalf of the Company to buy-back up to 100,000,000 shares of nominal value of HK$0.1 each in the issued share capital of the Company (the “ Shares ”) held by the shareholders of the Company (the “ Shareholders ”) at a price of HK$5.0 per Share and subject to the terms and conditions as set out in the offer document despatched to the Shareholders on 14 April 2023 together with the accompanying form of acceptance (copies of which marked “A” have been produced to the SGM and initialed by the chairman of the SGM for the purpose of identification) be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to buy-back Shares granted by the Shareholders at the annual general meeting of the Company held on 24 May 2022, and that the directors of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the memorandum of association and bye-laws of the Company) and do all such acts as such directors consider desirable, necessary or expedient to give effect to or otherwise in connection with the Offer, including, without limitation, completion of the buy-back of Shares pursuant to the Offer.

2. THAT , in the event that the acceptance level of the Offer results in Mr. Wong Wang Sang, Stephen (“ Mr. Wong ”) and parties acting in concert with him (together with Mr. Wong, the “ Wong Concert Party Group ”) becoming interested in more than 50% of the Shares and thereby making Mr. Wong the actual controller of the Company and Skyworth Digital Co., Ltd. (an indirect non wholly-owned subsidiary of the Company, whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 000810.SZ)) (“ Skyworth Digital ”) under the relevant laws, rules and regulations of the PRC, the mandatory unconditional general cash offer (the “ PRC MGO ”) to be made by Shenzhen Chuangwei-RGB Electronics Co., Ltd. (“ RGB ”) (an indirect wholly-owned

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subsidiary of the Company) for all the shares of Skyworth Digital other than the treasury shares held by Skyworth Digital, certain restricted shares and those already owned and/or agreed to be acquired by RGB and/or parties acting in concert with it in accordance with the relevant laws, rules and regulations of the PRC upon completion of the Offer be approved, and that the directors of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the memorandum of association and the bye-laws of the Company) and do all such acts as such directors consider desirable, necessary or expedient to give effect to or otherwise in connection with the PRC MGO.”

SPECIAL RESOLUTION

“ THAT , the waiver (the “ Whitewash Waiver ”) in respect of any obligation under the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong (the “ Codes ”) of Mr. Wong, the controlling shareholder of the Company, to make a mandatory general offer for all the issued Shares other than those already owned by Mr. Wong and parties acting in concert (as defined in the Codes) with him which may, but for the Whitewash Waiver, arise upon completion of the Offer be hereby approved, and that the directors of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the memorandum of association and the bye-laws of the Company) and do all such acts as such directors consider desirable, necessary or expedient to give effect to or otherwise in connection with the Whitewash Waiver.”

By order of the Board Skyworth Group Limited Shi Chi Chief Executive Officer

Hong Kong, 14 April 2023

As at the date of this notice, the Board of the Company comprises five executive Directors, namely Mr. Lin Jin (Chairman), Mr. Liu Tangzhi (Vice Chairman), Mr. Shi Chi (Chief Executive Officer), Ms. Lin Wei Ping and Mr. Lam Shing Choi, Eric; and three independent non-executive Directors, namely Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Hung Ka Hai, Clement.

Registered office: Principal place of business in Hong Kong: Clarendon House Rooms 1601-04 2 Church Street Westlands Centre Hamilton HM 11 20 Westlands Road Bermuda 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 vote instead of him. 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 needs 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 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 SGM 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 register of members of the Company will be closed from Tuesday, 2 May 2023 to Friday, 5 May 2023 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the SGM, 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 28 April 2023.

• (4) Effect of bad weather on the SGM

The SGM will be adjourned 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 SGM on the day of the SGM.

An announcement will be made by the Company in such event.

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