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HG Semiconductor Limited Proxy Solicitation & Information Statement 2021

Aug 23, 2021

51082_rns_2021-08-23_6a8e13b7-c476-478a-894a-42eaaec8d0c7.pdf

Proxy Solicitation & Information Statement

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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)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON Friday, 10 September 2021 (OR ANY ADJOURNMENT THEREOF)

I/We[(Note][1)] of

being the registered holder(s) of

shares[(Note][2)]

of HK$0.01 each in the share capital of HongGuang Lighting Holdings Company Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][4)] or

of

as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (or any adjournment thereof) to be held at 2:00 p.m. on Friday, 10 September 2021 at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China (the ‘‘Meeting’’) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the ‘‘Notice’’) convening the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS* FOR[(Notes][5][&][6)] AGAINST[(Notes][5][&][6)]

  1. To approve the change of the English name of the Company from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and the 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 .

  1. To consider and approve the proposed amendments of the memorandum of association and articles of association of the Company and to adopt the amended and restated memorandum of association and articles of association of the Company.
  • Please refer to the Notice for the full text of the proposed resolutions.

Dated this day of 2021 Signature[(Note][7)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares registered in your name(s). 3. Any member of the Company (‘‘Members’’) entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it, and the proxy need not be a Member but must attend the Meeting in person to represent the Member.

  2. If any proxy other than the chairman of the Meeting is preferred, please strike out the words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the proxy desired in the space provided. A Member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  3. IMPORTANT:AGAINST ANYIFRESOLUTIONS,YOU WISH TOPLEASEVOTE FORTICKANYTHERESOLUTIONS,APPROPRIATEPLEASEBOXES MARKEDTICK THE‘‘AGAINSTAPPROPRIATE’’. FailureBOXESto completeMARKEDany or‘‘FORall the’’.boxesIF YOUwillWISHentitle TOyourVOTEproxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

  4. All resolutions will be put to vote by way of poll at the Meeting. Every Member present in person (in the case of a Member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.

  6. Toat thebe Companyvalid, this’sformbranchof proxyshare registrartogether withand transferthe powerofficeof attorneyin HongorKong,other Boardroomauthority (ifShareany) Registrarsunder which(HK)it isLimitedsigned orat Rooma notarially2103B,certified21/F, 148copyElectricthereof,Road,must beNorthdepositedPoint, Hong Kong not later than 48 hours before the time fixed for holding this Meeting or the adjourned meeting.

  7. Where there are joint holders of any share, any one of such persons may vote at the Meeting either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Boardroom Share Registrars (HK) Limited at the above address.