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Hua Hong Semiconductor Limited Proxy Solicitation & Information Statement 2015

Aug 17, 2015

49868_rns_2015-08-17_b476e774-39c7-4170-b734-b897511b7fdd.pdf

Proxy Solicitation & Information Statement

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HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1347)

PROXY FORM EXTRAORDINARY GENERAL MEETING TO BE HELD ON 1 SEPTEMBER 2015

I/We

of being shareholder of shares of Hua Hong Semiconductor Limited (the “ Company ”)

hereby appoint (Note 1) of

or failing him the duly appointed Chairman of the Extraordinary General Meeting as my/our proxy to attend, act and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held on 1 September 2015 at 288 Halei Road, Zhangjiang Hi-Tech Park, Shanghai, PRC, 201203 at 10:00 a.m. and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolution as indicated:

Resolution FOR (Note 2) AGAINST (Note 2) 1. To approve the adoption of the share option scheme (the “ Share Option Scheme ”) of the Company and to authorise the board of directors of the Company to give full effect to the Share Option Scheme including to manage and administer the Share Option Scheme and to approve a mandate to grant options under the Share Option Scheme, the total number of shares to be issued upon exercise of the total options granted under the Share Option Scheme not exceeding 10% of the issued shares of the Company, and to allot and issue shares as and when any options which have been granted under the Share Option Scheme are exercised in accordance with their terms of issue

As witness my/our hand this

day of

2015

Signature(s) (Note 4)

Shareholder(s) of the Company

Notes:

  1. A proxy need not be a shareholder of the Company. A shareholder is entitled to appoint a proxy of his own choice to attend and vote instead of him. If such an appointment is made, delete the words “or failing him the duly appointed Chairman of the Extraordinary General Meeting” and insert the name and address of the person appointed as proxy in the space provided. If no name is inserted, the Chairman of the Extraordinary General Meeting will act as your proxy.
  1. Please indicate with a “�” in the appropriate space beside the resolution how you wish the proxy to vote on your behalf. If this form is returned duly signed but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion at the meeting.

  2. In the case of joint holders of a share in the Company, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

  3. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

  4. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or adjourned meeting as the case may be or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll. In the event that you attend the meeting after having lodged this proxy form, this proxy form will be deemed to have been revoked.