HG Semiconductor Limited — AGM Information 2022

Apr 28, 2022

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HG SEMICONDUCTOR LIMITED 宏 光 半 導 體 有 限 公 司

(formerly known as HongGuang Lighting Holdings Company Limited 宏光照明控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

Second Form of Proxy for use at the 2022 Annual General Meeting to be held on Tuesday, 17 May 2022 (or its adjourned meeting)

I/We[(Note][1)]

of

being the registered holder(s) of

shares[(Note][2)]

of HK$0.01 each in the share capital of HG Semiconductor Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][4)] or of as my/our proxy/proxies to attend the 2022 annual general meeting (and its adjourned meeting) of the Company to be held at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China at 2 p.m. on Tuesday, 17 May 2022 (and any adjournment meeting thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice and the supplemental notice convening the 2022 annual general meeting and at such meeting (and its adjourned meeting) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Terms defined in the circulars of the Company dated 12 April 2022 and 28 April 2022 (‘‘Circulars’’) shall have the same meanings when used in this proxy form, unless otherwise defined.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Notes 5 & 6)	AGAINST(Notes 5 & 6)
	1.	To receive and consider the audited consolidated financial statements of the Company and the reports of the Directors and the Auditors of the Company for the year ended 31 December 2021.
	2.	To re-elect Directors and to fix their remuneration
		(a) To re-elect Mr. Zhao Yi Wen as an Executive Director;
		(b) To re-elect Dr. Wang David Nin-kou as a Non-executive Director;
		(c) To re-elect Mr. Chan Chung Kik, Lewis as an Independent Non-executive Director;
		(d) To authorize the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.
	3.	To re-appoint BDO Limited as the Auditors of the Company and to authorise the Board to fix their remuneration.
	4.	To give a general mandate to the Board to allot, issue and deal with the Company’s shares (the ‘‘Shares’’) not exceeding 20% of the aggregate number of issued Shares as at the date of passing of this resolution.
	5.	To give a general mandate to the Board to purchase Shares not exceeding 10% of the aggregate number of issued Shares as at the date of passing of this resolution.
	6.	To extend the general mandate granted to the Board to allot, issue and deal with additional Shares by adding the aggregate number of Shares repurchased by the Company.
	SPECIAL RESOLUTION		FOR(Notes 5 & 6)	AGAINST(Notes 5 & 6)
	7.	To approve the adoption of the Second Amended and Restated Memorandum and Articles of Association of the Company.
	ORDINARY RESOLUTIONS		FOR(Notes 5 & 6)	AGAINST(Notes 5 & 6)
	8.	To re-elect Directors and to fix the Directors’ remuneration;
		(a) To re-elect Mr. Lyu Xiangrong as an executive Director;
		(b) To re-elect Mr. Wang Jie Chuan as a non-executive Director;
		(c) To re-elect Mr. Li Yang as an independent non-executive Director;
		(d) To authorise the Board to fix the Directors’ remuneration.

For the full text of the proposed resolutions, please refer to the notice and the supplemental notice convening the 2022 annual general meeting as contained in the Circulars.

Signature[(Note][7)] :

Dated this

day of

2022

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. Any member of the Company (‘‘Members’’) entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it, and the proxy need not be a Member but must attend the meeting in person to represent the Member.

4. If any proxy other than the chairman of the meeting is preferred, please strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. A Member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. All resolutions will be put to vote by way of poll at the meeting. Every Member present in person (in the case of a Member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited (‘‘Share Registrar’’) at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 48 hours before the time fixed for holding this meeting or the adjourned meeting (‘‘Closing Time’’).

9. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

11. If you have not yet lodged the form of proxy enclosed in the notice of the annual general meeting (‘‘First Form of Proxy’’) with the Share Registrar, you are requested to lodge this proxy form if you wish to appoint proxies to attend the annual general meeting on your behalf. In this case, the First Form of Proxy should not be lodged with the Share Registrar.

12. If you have already lodged the First Form of Proxy with the Company, please note that:

13. (i) if this proxy form is not lodged with the Share Registrar, the First Form of Proxy will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the First Form of Proxy, and in respect of the resolution for the proposed re-election of Mr. Lyu Xiangrong, Mr. Wang Jie Chuan and Mr. Li Yang as set out in the supplemental notice of the annual general meeting, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution.

14. (ii) if this proxy form is lodged with the Share Registrar before the Closing Time, this proxy form will revoke and supersede the First Form of Proxy previously lodged by you. This proxy form will be treated as a valid form of proxy lodged by you if correctly completed.

15. (iii) if this proxy form is lodged with the Share Registrar after the Closing Time, this proxy form will be invalid. However, it will revoke the First Form of Proxy previously lodged by you, and any vote that may be cast by the purported proxy (whether appointed under the First Form of Proxy or this proxy form) will not be counted in any poll which will be taken on the proposed resolutions. Accordingly, you are advised not to lodge this proxy form after the Closing Time. If you wish to vote at the annual general meeting, you will have to attend in person and vote at the annual general meeting yourself.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Boardroom Share Registrars (HK) Limited at the above address.