HG Semiconductor Limited — Board/Management Information 2021

Jul 28, 2021

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.

==> picture [61 x 65] intentionally omitted <==

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)

(1) PROPOSED CHANGE OF COMPANY NAME; AND (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(1) PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘宏光照明控股有限公司’’ to ‘‘宏光半導體有限公司’’. The Proposed Change of Company Name is subject to the fulfillment of the conditions as set out in the paragraph headed ‘‘Conditions of the Proposed Change of Company Name’’ in this announcement.

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the Proposed Change of Company Name, the Board also proposes to amend the Memorandum and Articles of Association to, inter alia, reflect the Proposed Change of Company Name and update the address of the registered office of the Company. The Proposed Amendments to the Memorandum and Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM and the aforesaid amendments shall become effective when the Proposed Change of Company Name takes effect.

General

A circular containing, among other things, information relating to the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association together with a notice of the forthcoming EGM will be despatched to the Shareholders as soon as practicable.

– 1 –

(1) PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘宏光照明控股有限公司’’ to ‘‘宏光半導體有限公司’’.

Conditions of Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name at the EGM to be convened; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will then carry out all corresponding necessary filing procedures with the Registrar of Companies in Hong Kong regarding the Proposed Change of Company Name.

Reasons for the Proposed Change of Company Name

The Group is engaged in the design, development, manufacturing, subcontracting service and sales of LED beads, LED lighting products and fast charging products in the PRC.

The Group has been traditionally focusing on LED beads and lighting products. LED is a semiconductor light source that emits light when current flows through it. In 2021, the Group has adopted a faster pace to develop its business by leveraging its industrial expertise on LED manufacturing and has been expanding its business to various kinds of semiconductors including LED, Gallium Nitride (‘‘GaN’’), fast charging products and other kinds of semiconductors related products. Looking forward, while the Group will continue to strengthen and consolidate its LED business, it will devote its resources, in particular in conducting research and development activities, to explore various applications of its semiconductor manufacturing expertise and become a leading and innovative player in the semiconductors sector. The Board considers that the proposed English name and Chinese name will better reflect the current status of the Company and direction of future business development of the Group. The Board also believes that the proposed new English name and Chinese name of the Company will provide the Company with a new corporate image which will enable the Group to better identify itself and capture potential business opportunities for its future development. Accordingly, the Board is of the view that the Proposed Change of Company Name will benefit the Group’s future business development and is in the interests of the Company and the Shareholders as a whole.

– 2 –

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the existing Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of legal title to such shares and valid for trading, settlement, registration and delivery purpose. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, any new share certificates thereafter will be issued under the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English stock short name and Chinese stock short name for trading in the Shares will also be changed after the Proposed Change of Company Name has become effective.

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the Proposed Change of Company Name, the Board also proposes to amend the Memorandum and Articles of Association to, inter alia, reflect the Proposed Change of Company Name by replacing all reference therein to ‘‘HongGuang Lighting Holdings Company Limited 宏光 照明控股有限公司’’ with ‘‘HG Semiconductor Limited 宏光半導體有限公司’’ and update the address of the registered office of the Company. The Proposed Amendments to the Memorandum and Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM and the aforesaid amendments shall become effective subject to the Proposed Change of Company Name becoming effective and with effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

GENERAL

At the EGM to be convened, special resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association. A circular containing, among other things, information relating to the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association together with a notice of the forthcoming EGM will be despatched to the Shareholders as soon as practicable.

Further announcements will be made by the Company as and when appropriate in relation to the effective date of the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association and the corresponding changes in, among other things, the English and Chinese stock short names of the Company.

– 3 –

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings:

‘‘Articles of Association’’	the articles of association of the Company, as amended, modified or
	otherwise supplemented from time to time;
‘‘Board’’	the board of Directors;
‘‘Company’’	HongGuang Lighting Holdings Company Limited 宏光照明控股有限公
	司, a company incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the Main Board of
	the Stock Exchange;
‘‘Directors’’	the directors of the Company;
‘‘EGM’’	the extraordinary general meeting of the Company to be convened and
	held for the Shareholders to consider and if thought fit, approve,
	among other matters, the Proposed Change of Company Name and
	Proposed Amendments to the Memorandum and Articles of
	Association;
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong;
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC;
‘‘LED’’	light-emitting diode, a semiconductor light source that emits light when
	a current pass through it;
‘‘Memorandum’’	the memorandum of association of the Company, as amended, modified
	or otherwise supplemented from time to time;
‘‘PRC’’	the People’s Republic of China;
‘‘Proposed Amendments to	the proposed amendments to the Memorandum and Articles of
the Memorandum and	Association for the purpose of, inter alia, reflecting the Proposed
Articles of Association’’	Change of Company Name and updating the address of the registered
	office of the Company;
‘‘Proposed Change of	the proposed change of the English name of the Company be changed
Company Name’’	from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG
	Semiconductor Limited’’ and the proposed change of the dual foreign
	name in Chinese of the Company from ‘‘宏光照明控股有限公司’’ to
	‘‘宏光半導體有限公司’’;

– 4 –

• ‘‘Share(s)’’

‘‘Shareholder(s)’’

ordinary share(s) of HK$0.01 each in the share capital of the Company; the holder(s) of Shares;

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

By order of the Board HongGuang Lighting Holdings Company Limited Zhao Yi Wen

Chairman and Executive Director

Hong Kong, 27 July 2021

As at the date of this announcement, the executive Directors of the Company are Mr. Zhao Yi Wen, Mr. Lin Qi Jian and Mr. Chan Wing Kin; the non-executive Directors are Dr. Wang David Nin-kou and Mr. Chiu Kwai San; and the independent non-executive Directors are Professor Chow Wai Shing, Tommy, Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis.

If there is any inconsistency in this announcement between the Chinese and English versions, the English version shall prevail.

– 5 –