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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:
-
Jovial Star International Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Zhan Haisu.
-
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.
-
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.
-
Mr. Lu Kailan (formerly known as Mr. Lyu Xiangrong) is an executive Director.
-
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 –