HG Semiconductor Limited — Share Issue/Capital Change 2025

Jan 22, 2025

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.

HG SEMICONDUCTOR LIMITED

宏光半導體有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

(1) RESULTS OF VALID APPLICATIONS AND ACCEPTANCES FOR RIGHTS SHARES AND

(2) NUMBER OF UNSUBSCRIBED RIGHTS SHARES SUBJECT TO THE COMPENSATORY ARRANGEMENTS

Reference is made to the prospectus (the "Prospectus") of HG Semiconductor Limited (the "Company") dated 31 December 2024 in relation to, among others, the Rights Issue on the basis of one (1) Rights Share for every four (4) Shares held on the Record Date. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Prospectus.

RESULTS OF VALID APPLICATIONS AND ACCEPTANCES OF RIGHTS SHARES

As at the Record Date, the total number of issued Shares was 751,054,785 Shares. The total number of Rights Shares offered under the Rights Issue was 187,763,696 (the "Offered Shares"). The Board announces that as at 4:00 p.m. on Wednesday, 15 January 2025, being the Latest Time for Acceptance, a total of 3 valid applications and acceptances under the PAL had been received for a total of 140,332,194 Rights Shares, representing approximately 74.74% of the Offered Shares provisionally allotted under the Rights Issue. As at the Record Date, there was no Non-Qualifying Shareholder and therefore there was no NQS Unsold Rights Shares. In view of the above, the Rights Issue was approximately 74.74% subscribed. The remaining 47,431,502 Unsubscribed Rights Shares, representing approximately 25.26% of the Offered Shares, will be subject to the Compensatory Arrangements.

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NUMBER OF UNSUBSCRIBED RIGHTS SHARES SUBJECT TO THE COMPENSATORY ARRANGEMENTS

The Company will make arrangements described in Rule 7.21(1)(b) of the Listing Rules to dispose of the 47,431,502 Unsubscribed Rights Shares by offering the Unsubscribed Rights Shares to independent places for the benefit of the No Action Shareholders. There are no excess application arrangements in relation to the Rights Issue as stipulated under Rule 7.21(1)(a) of the Listing Rules.

It was disclosed in the Prospectus that the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares after the Latest Time for Acceptance to independent places on a best effort basis, and any premium over the aggregate amount of (i) the Subscription Price for those Rights Shares; and (ii) the expenses of the Placing Agent (including any other related expenses/fees), that is realised from the Placing will be paid to the No Action Shareholders on a pro-rata basis. The Placing Agent will, on a best effort basis, procure, by not later than 6:00 p.m. on Tuesday, 4 February 2025, acquirers for all (or as many as possible) of those Unsubscribed Rights Shares at a price not less than the Subscription Price. Any Unsubscribed Rights Shares which are not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Net Gain (if any) will be paid (without interest) on a pro rata basis (based on all Unsubscribed Rights Shares) to the No Action Shareholders (but rounded down to the nearest cent) whose Nil-paid Rights are not validly applied for in full, by reference to the extent that Shares in his/her/its Nil-paid Rights are not validly applied for.

Net Gain to any of the No Action Shareholder(s) mentioned above which is in an amount of HK$100 or more will be paid to them in Hong Kong Dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit. Shareholders are reminded that Net Gain may or may not be realised, and accordingly the No Action Shareholders may or may not receive any Net Gain.

An announcement of the results of the Rights Issue is expected to be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hg-semiconductor.com) on Thursday, 6 February 2025. Such announcement will include the results of the Placing and the amount of Net Gain per Unsubscribed Rights Share (if any) under the Compensatory Arrangements.

WARNING OF THE RISKS OF DEALING IN SHARES

The Rights Issue is conditional upon fulfilment of the conditions set out in the paragraph headed "Letter from the Board — Rights Issue — Conditions of the Rights Issue" in the Prospectus. Accordingly, the Rights Issue may or may not proceed. Shareholders or potential investors of the Company contemplating selling or purchasing the Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue may not become unconditional and may not proceed.

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Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. Any party (including Shareholders and potential investors of the Company) who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

By order of the Board
HG Semiconductor Limited
Dr. Xu Zhihong
Chairman and Executive Director

Hong Kong, 22 January 2025

As at the date of this announcement, the executive Directors are Dr. Xu Zhihong, Mr. Zhao Yi Wen and Mr. Li Yang; 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.

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