Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2019

Apr 4, 2019

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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 Annual General Meeting to Be Held on 9 May 2019

I/We

of of

being shareholder

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

hereby appoint (Note 1) of

or failing him the duly appointed Chairman of the Annual General Meeting as my/our proxy to attend, act and vote on my/our behalf at the Annual General Meeting of the shareholders of the Company to be held on Thursday, 9 May 2019 at 2 p.m. at the Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolutions as indicated:

			Resolutions			FOR(Note 2)	AGAINST(Note 2)
1.	To receive, consider and adopt the audited financial statements of the Company
	and the reports of the directors (the “Director(s)”) and the auditors for the year
	ended 31 December 2018
2.	To approve a final dividend		of HK$0.31 per ordinary share of the Company in
	respect of the year ended	31	December 2018
3.	To re-elect Mr. Stephen Tso Tung Chang as an independent non-executive Director
4.	To re-elect Mr. Long Fei Ye as an independent non-executive Director
5.	To re-elect Mr. Jianbo Chen as a non-executive			Director
6.	To re-elect Mr. Yang Du as a non-executive Director
7.	To re-elect Mr. Junjun Tang as an executive Director
8.	To authorize the board of	Directors to fix the respective Directors’ remuneration
9.	To re-appoint Ernst & Young		as auditors and to	authorise the board of Directors
	to fix their remuneration
10.	To approve the general mandate to repurchase issued shares of the Company
11.	To approve the general	mandate to allot and		issue additional	shares of the
	Company
12.	To approve the extension of general mandate to allot and issue the shares
	repurchased by the Company

As witness my/our hand this

day of 2019

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 Annual 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 Annual General Meeting will act as your proxy.

2. Please indicate with a “�” in the appropriate space beside each of the resolutions 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 resolutions 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 Annual General Meeting or adjourned meeting as the case may be or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, 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.