HG Semiconductor Limited — Governance Information 2022

Apr 11, 2022

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.

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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)

PROPOSED ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of HG Semiconductor Limited (the ‘‘Company ’’) announces that to conform with the core shareholder protection standards set out in Appendix 3 (the ‘‘Core Shareholder Protection Standards’’) to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) which took effect on 1 January 2022, the Board proposes to amend the current memorandum and articles of association of the Company and to adopt the second amended and restated memorandum and articles of association (the ‘‘Amended and Restated M&A’’) in order to conform with the Core Shareholder Protection Standards and to make some house-keeping amendments.

A summary of the major changes brought about by the adoption of the Amended and Restated M&A are set out below:

• 1. set out the requirement to hold an annual general meeting in each financial year and such annual general meeting must be held within 6 months after the end of the financial year;
• 1. give the right of any shareholder(s) of the Company (the ‘‘Shareholder’’ or the ‘‘Shareholders’’) holding not less than 10 per cent of the voting rights of the Company to make a requisition to convene an extraordinary general meeting and to add resolutions to the agenda of the meeting;
• 1. specify that all Shareholders of the Company have the right to speak and vote at general meetings except where a shareholder is required by the Listing Rules to abstain from voting to approve the matter under consideration;
• 1. To provide that any representative authorised by a clearing house to attend any meeting of the Company shall have the right to speak and the right to vote at the meeting; and

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1. give the Shareholders the right to remove the auditors of the Company by an ordinary resolution.

The proposed adoption of the Amended and Restated M&A is subject to the approval of the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company to be held on Tuesday, 17 May 2022 (the ‘‘2022 AGM’’). A circular containing, among other things, particulars relating to the proposed amendments to the current memorandum and articles of association of the Company brought about by the adoption of the Amended and Restated M&A together with a notice convening the 2022 AGM will be despatched to the Shareholders in accordance with the Listing Rules.

By Order of the Board HG Semiconductor Limited Zhao Yi Wen

Chairman and Executive Director

Hong Kong, 11 April 2022

As at the date of this announcement, the Executive Directors are Mr. Zhao Yi Wen, Mr. Lin Qi Jian and Mr. Chan Wing Kin; the Non-executive Director is Dr. Wang David Nin-kou; 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.

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