HG Semiconductor Limited — Proxy Solicitation & Information Statement 2021

Aug 23, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HongGuang Lighting Holdings Company Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s), or to the bank or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected, for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (the ‘‘EGM’’) of the Company 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 is set out on pages 9 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and delivery of a form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please refer to the notice of the EGM for measures being taken to prevent and control the spread of the Novel Coronavirus (‘‘COVID-19’’) at the EGM of the Company, including:

. compulsory body temperature checks and health declarations

. wearing of facial surgical mask for each attendee

. no provision of corporate gift or refreshment

Due to the constant COVID-19 pandemic situation, the Company may be required to change the EGM arrangements at short notice. Shareholders are advised to check the website of the Stock Exchange and the Company’s website for future announcements and updates on the EGM arrangements.

The Company would like to encourage the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders’ rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should they subsequently so wish.

23 August 2021

CONTENTS

		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Amendments to the Memorandum and Articles of Association . . . . . . . . .	5
4.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Articles of Association’’ the existing articles of association of the Company ‘‘Board’’ the board of Directors ‘‘Company’’ HongGuang Lighting Holdings Company Limited 宏光照明控 股有限公司 (stock code: 6908), an exempted company incorporated in Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Directors’’ the directors of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and if thought fit, approve, among other matters, the Proposed Change of Company Name and Proposed Amendments to the Memorandum and Articles of Association

• ‘‘EGM Notice’’ the notice convening the EGM as set out on pages 9 to 13 of this circular

• ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘LED’’ light-emitting diode, a semiconductor light source that emits light when a current pass through it

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Memorandum’’ the existing memorandum of association of the Company ‘‘PRC’’ the People’s Republic of China

‘‘Proposed Amendments to the the proposed amendments to the Memorandum and Articles of Memorandum and Articles of Association for the purpose of, inter alia, reflecting the Association’’ Proposed Change of the Company Name and updating the address of the registered office of the Company

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DEFINITIONS

‘‘Proposed Change of the the proposed change of the English name of the Company be Company Name’’ changed from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and the proposed 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’’

‘‘Share(s)’’ share(s) of par value HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ registered holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. Zhao Yi Wen (Chairman and Chief Executive Officer)

Mr. Lin Qi Jian Mr. Chan Wing Kin

Non-executive Directors:

Dr. Wang David Nin-kou Mr. Chiu Kwai San

Independent Non-Executive Directors:

Professor Chow Wai Shing, Tommy Mr. Wu Wing Kuen, B.B.S. Mr. Chan Chung Kik, Lewis

Registered Office: Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business in People’s Republic of China:

The North Side 2nd Floor No. 8 Pinggong Er Road Nanping Technology Industrial Park Zhuhai People’s Republic of China

23 August 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 27 July 2021 in relation to the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association. The purpose of this circular is to provide you with information in respect of the special resolutions to be proposed at the EGM to approve the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association.

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LETTER FROM THE BOARD

The notice setting out the details of the special resolutions to be proposed at the EGM is set out on pages 9 to 13 of this circular.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and to change 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’’.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of the Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will then carry out all corresponding necessary filing procedures with the Registrar of Companies in Hong Kong regarding the Proposed Change of the Company Name.

Reasons for the Proposed Change of the Company Name

The Group is engaged in the design, development, manufacturing, subcontracting service and sales of semiconductor products, including LED beads, LED lighting products and fast charging products in the PRC.

The Group has been traditionally focusing on LED beads and lighting products. LED is a semiconductor light source that emits light when current flows through it. In 2021, the Group has adopted a faster pace to develop its business by leveraging its industrial expertise on LED manufacturing and has been expanding its business to various kinds of semiconductors including LED, Gallium Nitride (‘‘GaN’’), fast charging products and other kinds of semiconductors related products. Looking forward, while the Group will continue to strengthen and consolidate its LED business, it will devote its resources, in particular in conducting research and development activities, to explore various applications of its semiconductor manufacturing expertise and become a leading and innovative player in the semiconductors sector. The Board considers that the proposed English name and Chinese name will better reflect the current status of the Company and direction of future business development of the Group. The Board also believes that the proposed new English name and Chinese name of the Company will provide the Company with a new corporate image which will enable the Group to better identify itself and capture potential business opportunities for

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LETTER FROM THE BOARD

its future development. Accordingly, the Board is of the view that the Proposed Change of Company Name will benefit the Group’s future business development and is in the interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of the Company Name

The Proposed Change of Company Name will not affect any rights of the existing Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of legal title to such shares and valid for trading, settlement, registration and delivery purpose. Accordingly, there will not be any arrangement for the exchange of the existing share certificates for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, any new share certificates thereafter will be issued only in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English stock short name and Chinese stock short name for trading in the Shares will also be changed after the Proposed Change of Company Name has become effective.

3. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the Proposed Change of the Company Name, the Board also proposes to amend the Memorandum and Articles of Association to, inter alia, reflect the Proposed Change of Company Name by replacing all reference therein to ‘‘HongGuang Lighting Holdings Company Limited 宏光 照明控股有限公司’’ with ‘‘HG Semiconductor Limited 宏光半導體有限公司’’ and update the address of the registered office of the Company. The Proposed Amendments to the Memorandum and Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM and shall become effective from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands in respect of the Proposed Change of Company Name.

The Company has been advised by its legal advisers that the Proposed Amendments to the Memorandum and Articles of Association conform with the requirements of the Listing Rules and do not contravene the laws of the Cayman Islands, respectively. The Company also confirmed that there is nothing unusual about the Proposed Amendments to the Memorandum and Articles of Association for a company incorporated in Cayman Islands and listed on the Stock Exchange.

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LETTER FROM THE BOARD

Details of the Proposed Amendments to the Memorandum and Articles of Association

The Board proposed to make certain amendments to the Memorandum and Articles of Association for housekeeping purposes. The principal effect of the Proposed Amendments to the Memorandum and Articles of Association are to, inter alia, (i) reflect the Proposed Change of the Company Name; and (ii) update the address of the registered office of the Company.

The major details of the amendments are as follows:

• (i) The existing Clause 1 of the Memorandum

‘‘1. The name of the Company is HongGuang Lighting Holdings Company Limited 宏光照明控股有限公司’’;

is proposed to be amended as follows:

‘‘1. The name of the Company is HG Semiconductor Limited 宏光半導體有限公 司’’;

• (ii) The existing Clause 2 of the Memorandum

‘‘2. The registered office will be situate at the offices of Estera Trust (Cayman) Limited, Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.’’

is proposed to be amended as follows:

‘‘2. The registered office will be situated at the offices of Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY11108, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.’’

• (iii) the definition of the ‘‘Company’’ in Article 1(b) of the Articles of Association

• ‘‘Company: means the above named company;’’

is proposed to be amended as follows:

• ‘‘Company: means HG Semiconductor Limited 宏光半導體有限公司;’’

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LETTER FROM THE BOARD

• (iv) an amended and restated memorandum of association and articles of association of the Company which consolidates all the above amendments is proposed to be adopted in substitution for and to the exclusion of the Memorandum and Articles of Association.

Implication of the Proposed Amendments to the Memorandum and Articles of Association

The Proposed Amendments to the Memorandum and Articles of Association will not affect any rights of the existing Shareholders. All existing rights and obligations of the Shareholders shall, after the Proposed Amendments to the Memorandum and Articles of Association becoming effective, continue to have the same rights and obligations.

4. EGM

The EGM Notice is set out on pages 9 to 13 of this circular. At the EGM, the special resolutions will be proposed to consider and, if thought fit, approve the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association and no Shareholder will be required to abstain from voting on any resolution to be approved at the EGM.

5. ACTIONS TO BE TAKEN

A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return the enclosed form of proxy to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and deposit of the form of proxy will not preclude you from attending and voting at the EGM or at any adjournment thereof if you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

6. GENERAL

Further announcement(s) will be made by the Company to inform the Shareholders of the effective date of the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association as and when appropriate.

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LETTER FROM THE BOARD

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the special resolutions proposed at the EGM shall be voted by poll in accordance with the Listing Rules and the Memorandum and Articles of Association and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. The chairman of the EGM would explain the detailed procedures for voting by way of a poll at the EGM.

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 6 September 2021 to Friday, 10 September 2021, both days inclusive, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not later than 4:30 p.m. on Friday, 3 September 2021.

9. RECOMMENDATION

The Board believes that the Proposed Change of Company Name and the Proposed Amendments to the Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolutions as set out in the notice of the EGM on pages 9 to 13 of this circular.

10. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By order of the Board

HongGuang Lighting Holdings Company Limited Zhao Yi Wen

Chairman and Executive Director

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NOTICE OF EGM

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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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of HongGuang Lighting Holdings Company Limited (the ‘‘Company’’) will 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 for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions of the Company, with or without amendment:

SPECIAL RESOLUTIONS

1. PROPOSED CHANGE OF COMPANY NAME

‘‘THAT:

• (a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained by way of issue of a certificate of incorporation on change of name, the English name of the Company be changed from ‘‘HongGuang Lighting Holdings Company Limited’’ to ‘‘HG Semiconductor Limited’’ and the dual foreign name in Chinese of the Company be changed from ‘‘宏光照明控股有限公司’’ to ‘‘宏光半導體有限公司’’ with effect from the date of issue of the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands (the ‘‘Proposed Change of Company Name’’); and

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.’’

2. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

‘‘THAT:

• (a) subject to and conditional upon the passing of the special resolution no. 1 set out in the notice dated 23 August 2021 convening an extraordinary general meeting of the Company (‘‘Special Resolution No. 1’’) and with effect from the date of issue of the

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NOTICE OF EGM

certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands in respect of the Proposed Change of Company Name (as defined in Special Resolution No. 1), the memorandum of association of the Company be amended as follows:

• (i) by deleting clause 1 thereof and substituting therefor as follows:

  • ‘‘1. The name of the Company is HG Semiconductor Limited 宏光半導體有限公 司’’;

• (ii) by deleting clause 2 thereof and substituting therefor as follows:

  • ‘‘2. The registered office will be situated at the offices of Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY11108, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.’’;

• (b) subject to and conditional upon the passing of Special Resolution No. 1 and with effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands in respect of the Proposed Change of Company Name, the articles of association of the Company be amended by deleting the definition of the ‘‘Company’’ in article 1(b) and substituting therefor as follows:

‘‘Company: means HG Semiconductor Limited 宏光半導體有限公司’’;

• (c) the amended and restated memorandum of association and articles of association of the Company in the form produced to the meeting, a copy of which has been produced to this meeting and marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification, which consolidates, inter alia, all the amendments mentioned in paragraphs (a) and (b) above, be approved and adopted in substitution for and to the exclusion of the existing memorandum of association and articles of association of the Company; and

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NOTICE OF EGM

• (d) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.’’

Yours faithfully, By order of the Board

HongGuang Lighting Holdings Company Limited Zhao Yi Wen

Chairman and Executive Director

Hong Kong, 23 August 2021

Registered Office: Headquarters and Principal Place of Windward 3 Business in People’s Republic of China: Regatta Office Park The North Side PO Box 1350 2nd Floor Grand Cayman KY1-1108 No. 8 Pinggong Er Road Cayman Islands Nanping Technology Industrial Park Zhuhai People’s Republic of China

Notes:

• (1) Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM convened by this notice or its adjourned meeting (as the case may be) is entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a Member of the Company but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of the ordinary shares in respect of which each such proxy is so appointed.

• (2) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof if he/she/it so wishes.

• (3) Where there are joint holders of any Share, any one of such persons may vote at the EGM, 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 EGM 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.

• (4) In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the proposed special resolutions set out in this notice will be decided by way of a poll.

• (5) The register of Members will be closed from Monday, 6 September 2021 to Friday, 10 September 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the forthcoming EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 3 September 2021.

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NOTICE OF EGM

PRECAUTIONARY MEASURES FOR THE EGM

The holding of the EGM in order to comply with the Listing Rules and the articles of association could potentially create a risk in terms of the spread of the Novel Coronavirus (the ‘‘COVID19’’) pandemic because of large crowds coming together. To reduce the risk of spreading the COVID-19 pandemic and for the health and safety of the attendees of the EGM, the Company wishes to remind the Shareholders and their proxies as follows:

No attendance

Those individual Shareholders who have any symptoms of upper respiratory system diseases or are under any quarantine requirements are advised not to attend the EGM in person.

Not later than 48 hours before the time of the EGM

For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should they subsequently so wish. Shareholders may appoint the chairman of the EGM to attend and vote on their behalf by completing and depositing the forms of proxy enclosed with the circular with the Company’s branch share registrars in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.

At the venue of the EGM

a.	The Company will take the body temperature of the intended attendees and refuse entry of
	those with abnormal temperatures.
b.	Attendees are requested to observe good personal hygiene at all times at the EGM venue
	and alcohol rubs or hand sanitiser will be provided for use.
c.	Attendees must wear facial surgical masks throughout the EGM and sit at a distance from
	other attendees and those not wearing facial surgical masks may be denied entry to the
	EGM. Please note that no masks will be provided at the EGM venue and attendees should
	bring and wear their own masks.

• d. No drinks, refreshments or souvenirs will be provided. e. Attendees who do not comply with the precautionary measures (a) to (d) above or have the symptoms of upper respiratory system diseases or are under any quarantine requirements may be denied entry to the EGM venue at the absolute discretion of the Company as permitted by law.

Due to the constant COVID-19 pandemic situation, the Company may be required to change the EGM arrangements at short notice. Shareholders are advised to check the website of the Stock Exchange and the Company’s website for future announcements and updates on the EGM arrangements.

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NOTICE OF EGM

As at the date of this circular, the executive Directors are Mr. Zhao Yi Wen, Mr. Lin Qi Jian and Mr. Chan Wing Kin; the non-executive Directors are Dr. Wang David Nin-kou and Mr. Chiu Kwai San; 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.

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

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