Skyworth Group Limited — Proxy Solicitation & Information Statement 2023

Apr 13, 2023

SKYWORTH GROUP LIMITED 創維集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00751)

Proxy Form for Special General Meeting (or at any adjournment thereof)

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] share(s) of HK$0.10 each in the share capital of Skyworth Group Limited (the “ Company ”), HEREBY APPOINT the chairman of the special general meeting or [(Note][3)] of to act as my/our proxy to attend for me/us at the special general meeting (the “ Meeting ”) (or any adjournment thereof) to be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 5 May 2023 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the proposed resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated.

• ORDINARY RESOLUTIONS FOR [(Note][4)] AGAINST [(Note][4)]

• 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 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.”
• 1. “ 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 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
• 1. “ 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.”

• Dated this day of 2023 Signature(s) [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert the number of shares of HK$0.10 each in the capital of the Company registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the chairperson of the Meeting is preferred, delete words “the chairperson of the special general meeting or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/ her discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. To be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at 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 appointed for holding of the Meeting or adjourned Meeting.

7. Where there are joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the 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.

8. The proxy need not be a member of the Company.

9. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

10. Completion and deposit of this proxy form will not preclude you from attending and voting at the Meeting if you so wish. In the event that you, having lodged this proxy form, attend the Meeting, this proxy form will be deemed to have been revoked.