Skyworth Digital : Announcements and Notices - Grant of Share Options

SKYWORTH DIGITAL HOLDINGS LIMITED

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.

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

（Incorporated in Bermuda with limited liability）

(Stock Code: 00751)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board of directors (the "Board") of Skyworth Digital Holdings Limited (the "Company", together with its subsidiaries, the "Group") hereby announces that on 22 January 2016, the Company has granted a total of 60,000,000 share options (the "Share Options") under its share option scheme adopted on 20 August 2014 (the "Scheme") to the employees of the Group (the "Grantee(s)") which, subject to the acceptance of the Share Options by the Grantees, entitles the Grantees to subscribe for an aggregate of 60,000,000 new ordinary shares of HK$0.10 each (the "Share(s)") in the share capital of the Company (the "Grant"). The Grant has been reviewed and recommended by the remuneration committee of the Company with reference to the Group's corporate goals and objectives and has been approved by the Board. A summary of the Grant is set out below:

Date of the Grant	:	22 January 2016 (the "Date of Grant")
Exercise price of the Share Options granted	:	HK$4.226 per Share, which represents the highest of: the closing price of HK$4.220 per Share as stated in the daily quotations sheet issued by the Stock Exchange on 22 January 2016, being the Date of Grant; the average of the closing prices of HK$4.226 per Share as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant; and the nominal value of the Share, which is HK$0.10.
Total number of the Share Options granted	:	60,000,000
Validity period of the Share Options	:	From 22 January 2016 to 20 August 2024

Consideration for Grant

:

HK$1.00 to be paid by the Grantee upon his acceptance of the Share Options granted

Vesting of the Share Options is conditional upon, among others, the achievement of certain performance targets during the vesting period of the Share Options as set out in the offer letters. The vesting period of the Share Options is described below: (i) approximately one-third of the Share Options may be exercisable at any time commencing from 1 September 2016 up to 20 August 2024;

(ii) approximately one-third of the Share Options may be exercisable at any time commencing from 1 September 2017 up to 20 August 2024; and

(iii) the remaining Share Options may be exercisable at any time commencing from 1 September 2018 up to 20 August 2024.

Vesting / Performance : Conditions

None of the Grantees is a director, chief executive or substantial shareholder of the Company, nor any of their respective associates (as defined in the Listing Rules).

By order of the Board

Skyworth Digital Holdings Limited Chan Wai Kay, Katherine Executive Director

Hong Kong, 22 January 2016

As at the date of this announcement, the Board comprises Ms. Lin Wei Ping as the executive chairperson of the Board, Mr. Yang Dongwen as executive director and the chief executive officer, Mr. Shi Chi, Ms. Chan Wai Kay, Katherine and Mr. Liu Tangzhi as executive directors; and Mr. Li Weibin, Mr. Wei Wei and Mr. Cheong Ying Chew, Henry as independent non-executive directors.

* For identification purpose only