Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2018

Jan 30, 2018

==> picture [16 x 22] intentionally omitted <==

==> picture [15 x 22] intentionally omitted <==

==> picture [8 x 22] intentionally omitted <==

==> picture [12 x 7] intentionally omitted <==

==> picture [11 x 13] intentionally omitted <==

==> picture [15 x 13] intentionally omitted <==

==> picture [17 x 13] intentionally omitted <==

==> picture [14 x 13] intentionally omitted <==

==> picture [25 x 24] intentionally omitted <==

==> picture [17 x 24] intentionally omitted <==

==> picture [8 x 16] intentionally omitted <==

==> picture [16 x 23] intentionally omitted <==

==> picture [18 x 21] intentionally omitted <==

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 Wednesday, 14 February 2018 at 9:00 a.m.

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 at 288 Halei Road, Zhangjiang Hi-Tech Park, Shanghai 201203 PRC on Wednesday, 14 February 2018 at 9:00 a.m. and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolution as indicated:

==> picture [582 x 379] intentionally omitted <==

----- Start of picture text -----

Resolution FOR AGAINST
(Note 2) (Note 2)
1. (a) the subscription agreement dated 3 January 2018 (the “ Subscription Agreement ”) entered into
betweenLimited Companythe Company(國家集成電路有產業投資基金股份有限公司and National Integrated Circuit Industry) (theInvestment“ Subscriber Fund”) JointpursuantStockto
which,to subscribethe Companyfor an aggregatehas conditionallyof 242,398,925agreedsharesto allotofandthe theCompanySubscriber(the has“ Subscription conditionally Shares agreed”)
at the price of HK$12.90 per Subscription Share (a copy of which has been produced to the EGM
marked “A” and signed by the chairman of the EGM for identification purpose) and the
transactions contemplated thereunder (including but not limited to the allotment and issue of the
Subscription Shares and the appointment of a person nominated by the Subscriber as a director of
the Company, effective from the completion of the Subscription Agreement), be and are hereby
approved, confirmed and ratified;
(b) Conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting
the listing of, and permission to deal in the Subscription Shares, the Directors be and are hereby
specifically authorised to allot and issue 242,398,925 new ordinary shares of HK$12.90 each in the
capital of the Company pursuant to the terms of the Subscription Agreement, where such
Subscription Shares shall rank equally in all respects among themselves and with all fully paid
ordinary shares of the Company in issue as at the date of allotment and issue;
(c) the joint venture agreement dated 3 January 2018 (the “ JV Agreement ”) entered into among the
Company, Shanghai Huahong Grace Semiconductor Manufacturing Corporation (“ HHGrace ”),
theLtd.JV(“Company Wuxi Entity (as defined”) in relationbelow),to theformationSubscriberof a andjointWuxiventureXi HongcompanyLian(theXin“Investment JV Company Co.,”)
to engage in the design, research, manufacturing, testing, packaging and sale of integrated circuits,
in particular, the production of 12-inch (300mm) wafers (a copy of which has been produced to
the EGM marked “B” and signed by the chairman of the EGM for identification purpose) and the
transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(d) the capital increase agreement dated 3 January 2018 (the “ Capital Increase Agreement ”) entered
into among Company, HHGrace, the JV Company, the Subscriber and the Wuxi Entity in relation
to increasing the authorised share capital of the JV Company from RMB6,680,000 to
USD1,800,000,000, of which the Company, HHGrace, the Subscriber, and the Wuxi Entity will
each contribute US$400,000,000, US$518,000,000, US$522,000,000 and US$360,000,000
respectively as capital injection into the JV Company (a copy of which has been produced to the
EGM marked “C” and signed by the chairman of the EGM for identification purpose) and the
transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(e) any one director of the Company be and is hereby authorized to all such acts and things, to sign
and execute documents or agreements or deeds on behalf of the Company and to do such other
things and to take all such actions as he considers necessary, appropriate, desirable or expedient
for the purposes of giving effect to or in connection with the Subscription Agreement, the JV
Agreement, the Capital Increase Agreement and any transactions contemplated thereunder, and to
agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of
such Director, in the interests of the Company and its shareholders as a whole.
As witness my/our hand this day of 2018
Signature(s) (Note 4)
Shareholder(s) of the Company
----- End of picture text -----*

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.

2. 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.

3. 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.

4. 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. 5. 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.