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.

This announcement has been prepared pursuant to, and in order to comply with, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Takeovers Code and the Share Buy-backs Code, and does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00751)

COMPLETION

OF THE CASH OFFER BY

DBS ASIA CAPITAL LIMITED ON BEHALF OF

SKYWORTH GROUP LIMITED

TO BUY-BACK UP TO 392,800,000 SHARES

AT HK$2.80 PER SHARE

Financial Adviser to the Company

References are made to the offer document of Skyworth Group Limited (the "Company") dated 27 July 2020 (the "Offer Document") in relation to the Offer and the Whitewash Waiver and the announcement of the Company dated 3 September 2020 in relation to, among other things, the close of the Offer. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Offer Document.

The Company announces that completion of the Offer and cancellation of the 392,800,000 Shares bought-back by the Company ("Completion") took place on Monday, 14 September 2020. As a result, immediately after Completion, the total number of issued Shares was reduced from 3,060,929,420 to 2,668,129,420 Shares and the aggregate interests of the Wong Concert Party Group in the issued Shares were increased from approximately 40.88% to approximately 46.90%.

SHAREHOLDING STRUCTURE OF THE COMPANY

The table below shows the shareholding structure of the Company (i) immediately prior to Completion; and (ii) immediately after Completion:

Name of Shareholder

Immediately prior to Completion

Immediately after Completion

(Note 12)

Wong Concert Party

Number of Shares

Approx. %

Number of Shares

Approx.%

Group

Target Success (Note 1)

1,200,958,799

39.23

1,200,958,799

45.01

Mr. Wong (Note 2)

37,300,000

1.22

37,300,000

1.40

Ms. Lin (Note 3)

9,160,382

0.30

9,160,382

0.34

Mr. Lin (Note 4)

3,898,719

0.13

3,898,719

0.15

Sub-total

1,251,317,900

40.88

1,251,317,900

46.90

1

Undertaking

Directors

(apart from

Mr. Lin)

and Ms. Tang Yan

Mr. Lai Weide (Note 5)

6,002,000

0.20

6,002,000

0.22

Mr. Liu Tangzhi (Note 6)

7,884,675

0.26

7,884,675

0.30

Mr. Shi Chi (Note 7)

5,184,825

0.17

5,184,825

0.19

Ms. Tang Yan (Note 8)

5,446,466

0.18

5,446,466

0.20

Mr. Lam Shing Choi, Eric

2,000,000

0.07

2,000,000

0.07

(Note 9)

Mr. Li Weibin (Note 10)

1,000,000

0.03

1,000,000

0.04

Other Shareholders

1,782,093,554

58.22

1,389,293,554

52.07

Total

3,060,929,420

100.00

2,668,129,420

100.00

Notes:

  1. 1,200,958,799 Shares are held by Target Success in its capacity as trustee of the Skysource Unit Trust in which all of the units and issued shares of Target Success are held by Mr. Wong. As such, Mr. Wong is deemed to be interested in those 1,200,958,799 Shares.
  2. Mr. Wong is interested in 1,247,419,181 Shares, which comprise 37,300,000 Shares held by himself, the deemed interests in 1,200,958,799 Shares held by Target Success and the deemed interests in 9,160,382 Shares held by his spouse Ms. Lin.
  3. Ms. Lin is an executive Director. Ms. Lin is the spouse of Mr. Wong. Accordingly, Ms. Lin is deemed to be interested in such Shares held by Mr. Wong under the SFO.
  4. Mr. Lin is an executive Director and the son of Mr. Wong and Ms. Lin.
  5. Mr. Lai Weide is an executive Director and the Chairman of the Company. As at the date of this announcement, Mr. Lai Weide also holds 20,000,000 Share Options.
  6. Mr. Liu Tangzhi is an executive Director and the chief executive officer of the Company. As at the date of this announcement, Mr. Liu Tangzhi also holds 10,000,000 Share Options.
  7. Mr. Shi Chi is an executive Director. Mr. Shi Chi is interested in 10,631,291 Shares, which comprise 5,184,825 Shares held by himself and the deemed interests in 5,446,466 Shares held by his spouse Ms. Tang Yan.
  8. Ms. Tang Yan is the spouse of Mr. Shi Chi.
  9. Mr. Lam Shing Choi, Eric is an executive Director. As at date of this announcement, Mr. Lam Shing Choi, Eric also holds 2,000,000 Share Options.
  10. Mr. Li Weibin is an independent non-executive Director.
  11. DBSAC is the financial adviser to the Company in respect of the Offer. Accordingly, DBSAC and relevant members of the DBS Group which hold Shares are presumed to be acting in concert with the Company in accordance with class (5) of the definition of "acting in concert" in the Codes (except in respect of Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purposes of the Codes). As at the date of this announcement, DBSAC and relevant members of the DBS Group did not hold any Shares on a proprietary basis.
  12. No Share Options have been exercised on or before the date of Completion.

By order of the Board

Skyworth Group Limited

Lai Weide

Chairman of the Board

Hong Kong, 14 September 2020

2

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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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