HG Semiconductor Limited — Major Shareholding Notification 2022

May 19, 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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

TERMINATION OF CONCERT PARTIES CONFIRMATORY DEED AND DISPOSAL OF SHARES BY STAR EAGLE ENTERPRISES LIMITED

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the Prospectus in relation to the Concert Parties Confirmatory Deed and the Announcement in relation to the Amendment Deed.

On 18 May 2022, the Board was informed by Mr. Lin that, on 16 May 2022, Mr. Zhao and Mr. Lin terminated the acting in concert arrangement under the Concert Parties Confirmatory Deed (as amended by the Amendment Deed).

The Board was further informed by Mr. Lin that on 16 May 2022 and after the Termination, Star Eagle disposed of 100,500,000 Shares (representing approximately 17.83% of the total issued Shares) to the Purchaser at the total consideration of HK$302,103,000. After the Disposal, save for 480,000 share options owned by Mr. Lin, Mr. Lin and Star Eagle ceased to hold any Shares.

Each of the Purchaser and its ultimate beneficial owner has become a substantial shareholder of the Company after the Disposal. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Purchaser and its ultimate beneficial owner was an Independent Third Party before the Disposal.

DEED OF NON-COMPETITION

On 2 December 2016, each of Mr. Zhao, Mr. Lin, Mr. Chiu, First Global, Star Eagle and Bigfair Enterprises, being the Covenantors, entered into the Deed of Non-Competition which stipulated that on the date on which the Covenantor and his/her associates (individually or taken as a whole) ceases to be a Controlling Shareholder, the obligations of the Covenantor under the Deed of Non-Competition will

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cease to have any effect whatsoever. As Mr. Zhao, Mr. Lin, First Global and Star Eagle ceased to be Controlling Shareholders upon the Termination, each of them will also no longer be bound by the Deed of Non-Competition.

DEFINITIONS

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

• ‘‘Amendment Deed’’ the amendment deed dated 27 January 2022 entered into among Mr. Zhao, Mr. Lin and Mr. Chiu

• ‘‘Announcement’’ the announcement of the Company dated 27 January 2022 in relation to the Amendment Deed

• ‘‘Bigfair Enterprises’’ Bigfair Enterprises Limited, a company incorporated in the BVI with limited liability

• ‘‘Board’’ the board of Directors ‘‘BVI’’ the British Virgin Islands ‘‘Company’’ HG Semiconductor Limited, 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

• ‘‘Concert Parties the concert parties confirmatory deed dated 8 June 2016 entered into Confirmatory Deed’’ among Mr. Zhao, Mr. Lin and Mr. Chiu

• ‘‘connected person(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Controlling Shareholder(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Covenantors’’ Mr. Zhao, Mr. Lin, Mr. Chiu, First Global, Star Eagle and Bigfair Enterprises

• ‘‘Deed of Non-Competition’’ the deed of non-competition dated 2 December 2016 entered into among the Covenantors

• ‘‘Director(s)’’ the director(s) of the Company ‘‘Disposal’’ the disposal of 100,500,000 Shares by Star Eagle to the Purchaser ‘‘First Global’’ First Global Limited, a company incorporated in the BVI with limited liability

• ‘‘Group’’ the Company and its subsidiaries

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‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Third the independent third party(ies) who is/are, to the best of the Directors’ Party(ies)’’ knowledge, information and belief having made all reasonable enquiries, independent of and not connected with the Company and the connected person(s) of the Company ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Mr. Chiu’’ Mr. Chiu Kwai San ‘‘Mr. Lin’’ Mr. Lin Qi Jian ‘‘Mr. Zhao’’ Mr. Zhao Yi Wen ‘‘PRC’’ the People’s Republic of China which for the purpose of this announcement, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Prospectus’’ the prospectus of the Company dated 16 December 2016 in relation to the listing of the Shares on GEM of the Stock Exchange by way of placing ‘‘Purchaser’’ Wide Yield Investment Holding Limited, a company incorporated in the BVI with limited liability ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Shareholder(s)’’ holder(s) of Shares ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company ‘‘Star Eagle’’ Star Eagle Enterprises Limited, a company incorporated in the BVI with limited liability ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Termination’’ termination of the acting in concert arrangement under the Concert Parties Confirmatory Deed (as amended by the Amendment Deed) ‘‘%’’ per cent.

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Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board HG Semiconductor Limited Zhao Yi Wen

Chairman and Executive Director

Hong Kong, 18 May 2022

As at the date of this announcement, the Executive Directors are Mr. Zhao Yi Wen, Mr. Lin Qi Jian, Mr. Chan Wing Kin and Mr. Lyu Xiangrong; the Non-executive Directors are Dr. Wang David Nin-kou and Mr. Wang Jie Chuan; and the Independent Non-executive Directors are Professor Chow Wai Shing, Tommy, Mr. Wu Wing Kuen, B.B.S., Mr. Chan Chung Kik, Lewis and Mr. Li Yang.

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