HG Semiconductor Limited — AGM Information 2022

Apr 12, 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)

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

Pinggongas my/our Erproxy/proxiesRoad, Nanpingto attendTechnologythe 2022Industrialannual generalPark, meetingZhuhai, (andPeopleits’sadjournedRepublicmeeting)of Chinaofatthe2 Companyp.m. on Tuesday,to be held17at MayThe North2022 Side,(and any2nd adjournmentFloor, No. 8 meeting thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the 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 circular of the Company dated 12 April 2022 shall have the same meanings when used in this proxy form, unless otherwise defined.

	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.

For the full text of the proposed resolutions, please refer to the notice convening the 2022 annual general meeting as contained in the Company’s circular.

• Dated this day of 2022 Signature[(Note][7)] : 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.

• 1. 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.
• 1. IMPORTANT:PLEASE TICKIFTHEYOUAPPROPRIATEWISH TO VOTEBOXESFOR MARKEDANY RESOLUTIONS,‘‘AGAINST’’PLEASE. Failure toTICKcompleteTHE anyAPPROPRIATEor all the boxesBOXESwill entitleMARKEDyour proxy‘‘FORto’’. castIF YOUhis/herWISHvotesTOat his/herVOTE discretion.AGAINST YourANY proxyRESOLUTIONS,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.

1. 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.

2. 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.

3. 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 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.

4. 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.

5. 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourappointment(or proxiessupply’) ofname(s)ofayourproxyandand(oraddress(es)yourproxies)proxyandto’s our(oryourproxiesagent,votingcontractor,’)instructionsname(s) orandforthirdaddress(es)thepartyMeetingserviceisofontheprovidera Companyvoluntarywho (theprovidesbasis‘‘Purposesfor administrative,the purpose’’). We mayofcomputerprocessingtransferandyouryourotherandrequestservicesyour proxyfortotheus’s andfor useneedintoconnectionreceive thewithinformation.the PurposesYourandandtoyoursuchproxyparties’s (orwhoproxiesare authorized’) name(s) byandlawaddress(es)to requestwillthebeinformationretained fororsuchare periodotherwiseas mayrelevantbe necessaryfor the Purposesto 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.