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HG Semiconductor Limited Capital/Financing Update 2024

Nov 15, 2024

51082_rns_2024-11-15_f19da7bd-4296-4553-a773-7fce96801157.pdf

Capital/Financing Update

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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 disclaims 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

SUPPLEMENTAL ANNOUNCEMENT RELATING TO

PROPOSED RIGHTS ISSUE ON THE BASIS OF

ONE (1) RIGHTS SHARE FOR EVERY FOUR (4) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

Reference is made to the announcement of HG Semiconductor Limited (the ‘‘Company’’) dated 12 November 2024 (the ‘‘Announcement’’) in relation to, among others, the Rights Issue and the Change in Board Lot Size. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Company wishes to update the Shareholders, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, the effects of the Rights Issue on the shareholding structure of the Company as illustrated on pages 21 to 22 of the Announcement should be read as follows (with amendments in bold and underlined):

– 1 –

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming there is no further issue or repurchase of Shares from the date of this announcement up to and including the date of completion of the Rights Issue, the table below sets out the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon completion of the Rights Issue assuming full acceptance by all Qualifying Shareholders; and (iii) immediately upon completion of the Rights Issue assuming no acceptance by any Qualifying Shareholder and all the Unsubscribed Rights Shares and the NQS Unsold Rights Shares have been placed by the Placing Agent:

  • (a) assuming no Vested Share Options are exercised and there is no other change in the shareholding structure of the Company before completion of the Rights Issue
Name of Shareholders
Jovial Star International
Limited (Note 1)
Wide Yield Investment
Holding Limited
(Note 2)
Zhao Yi Wen (Note 3)
Lu Kailan (Note 4)
Sub-total
Placees
Other public
Shareholders
Total
As at the date of
this announcement
Number of
Shares
%
129,453,785
17.24
100,500,000
13.38
33,375,000
4.44
34,000
0.00
263,362,785
35.07


487,692,000
64.93
751,054,785
100.00
Immediately upon completion
of the Rights Issue assuming
full acceptance by all
Qualifying Shareholders
Number of
Shares
%
161,817,231
17.24
125,625,000
13.38
41,718,750
4.44
42,500
0.00
329,203,481
35.07


609,615,000
64.93
938,818,481
100.00
Immediately upon completion
of the Rights Issue assuming
no acceptance by any
Qualifying Shareholder and
all the Unsubscribed Rights
Shares and the NQS Unsold
Rights Shares have been
placed by the Placing Agent
Number of
Shares
%
129,453,785
13.79
100,500,000
10.70
33,375,000
3.56
34,000
0.00
263,362,785
28.05
187,763,696
20.00
487,692,000
51.95
938,818,481
100.00
Immediately upon completion
of the Rights Issue assuming
no acceptance by any
Qualifying Shareholder and
all the Unsubscribed Rights
Shares and the NQS Unsold
Rights Shares have been
placed by the Placing Agent
Number of
Shares
%
129,453,785
13.79
100,500,000
10.70
33,375,000
3.56
34,000
0.00
263,362,785
28.05
187,763,696
20.00
487,692,000
51.95
938,818,481
100.00
Immediately upon completion
of the Rights Issue assuming
no acceptance by any
Qualifying Shareholder and
all the Unsubscribed Rights
Shares and the NQS Unsold
Rights Shares have been
placed by the Placing Agent
Number of
Shares
%
129,453,785
13.79
100,500,000
10.70
33,375,000
3.56
34,000
0.00
263,362,785
28.05
187,763,696
20.00
487,692,000
51.95
938,818,481
100.00
28.05
20.00
51.95
100.00

– 2 –

  • (b) assuming all Vested Share Options are exercised in full on or before the Record Date and there is no other change in the shareholding structure of the Company before completion of the Rights Issue
Name of Shareholders
Jovial Star International Limited
(Note 1)
Wide Yield Investment Holding
Limited (Note 2)
Zhao Yi Wen (Note 3)
Lu Kailan (Note 4)
Sub-total
Placees
Other public Shareholders
Total
As at the date of
this announcement
Number of
Shares
%
129,453,785
17.02
100,500,000
13.22
33,375,000
4.39
34,000
0.00
263,362,785
34.63


497,078,250
65.37
760,441,035
100.00
Immediately upon
completion of the Rights
Issue assuming full
acceptance by all
Qualifying Shareholders
Number of
Shares
%
161,817,231
17.02
125,625,000
13.22
41,718,750
4.39
42,500
0.00
329,203,481
34.63


621,347,812
65.37
950,551,293
100.00
Immediately upon
completion of the Rights
Issue assuming no
acceptance by any
Qualifying Shareholder
and all the Unsubscribed
Rights Shares and the NQS
Unsold Rights Shares have
been placed by the Placing
Agent
Number of
Shares
%
129,453,785
13.62
100,500,000
10.57
33,375,000
3.51
34,000
0.00
263,362,785
27.71
190,110,258
20.00
497,078,250
52.29
950,551,293
100.00
Immediately upon
completion of the Rights
Issue assuming no
acceptance by any
Qualifying Shareholder
and all the Unsubscribed
Rights Shares and the NQS
Unsold Rights Shares have
been placed by the Placing
Agent
Number of
Shares
%
129,453,785
13.62
100,500,000
10.57
33,375,000
3.51
34,000
0.00
263,362,785
27.71
190,110,258
20.00
497,078,250
52.29
950,551,293
100.00
27.71
20.00
52.29
100.00

Notes:

  1. Jovial Star International Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Zhan Haisu.

  2. Wide Yield Investment Holding Limited is wholly owned by Ms. Qin Anqi, and therefore Ms. Qin Anqi is deemed to be interested in the 100,500,000 Shares held by Wide Yield Investment Holding Limited under the SFO.

  3. The 33,375,000 Shares in which Mr. Zhao Yi Wen is interested includes 21,500,000 Shares held by First Global Limited, a company wholly owned by Mr. Zhao Yi Wen, in which Mr. Zhao Yi Wen is deemed to be interested under the SFO.

  4. Mr. Lu Kailan (formerly known as Mr. Lyu Xiangrong) is an executive Director.

  5. The aggregate percentage may not add up to 100% due to rounding.

– 3 –

Save as disclosed in this announcement, all other information in the Announcement remains unchanged.

By order of the Board HG Semiconductor Limited

Dr. Xu Zhihong

Chairman and Executive Director

Hong Kong, 15 November 2024

As at the date of this announcement, the executive Directors are Dr. Xu Zhihong, Mr. Zhao Yi Wen, Mr. Lu Kailan, Mr. Li Yang and Mr. Leung Kin Pang; and the independent non-executive Directors are Mr. Zou Haiyan, Mr. Siu Miu Man, Simon, MH. and Ms. Liu Wanwen.

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

– 4 –