Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2019

Mar 11, 2019

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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Extraordinary General Meeting ”) of HUA HONG SEMICONDUCTOR LIMITED (the “ Company ”) will be held at 288 Halei Road, Shanghai, PRC, 201203 on 28 March 2019 at 10:30 a.m. to consider and, if thought fit, pass (with or without modification) the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“THAT, the grant of 34,500,000 share options on 24 December 2018 (the “ 2018 Options ”) and a further grant of 4,000,000 share options expected to be granted on 23 December 2019 (the “ 2019 Options ”) under the share option scheme adopted by the Company on 1 September 2015 (the “ Share Option Scheme ”), be and are hereby approved, adopted and ratified as at the date of passing this resolution and that the directors of the Company (the “ Directors ”) be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2018 Options and the 2019 Options, including but without limitation:

• (a) to manage and administer the 2018 Options and the 2019 Options;

• (b) to modify and/or amend the 2018 Options and the 2019 Options from time to time, provided that such modification and/or amendment is effected in accordance with the provisions of the 2018 Options and the 2019 Options;

• (c) the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the 2018 Options and the 2019 Options as at the date of passing of this resolution, and to allot and issue from time to time such number of Shares as may fall to be issued pursuant to the exercise of the options under the 2018 Options and the 2019 Options, provided always that the total number of Shares subject to the Share Option Scheme, inclusive of the 2018 Options and the 2019 Options, when aggregated with any Shares subject to any grants after the date of passing this resolution pursuant to any other share option schemes of the Company, shall not exceed 10% of the relevant class of the Shares in issue as at the date of passing this resolution, but the Company may seek approval of its shareholders in general meeting for refreshing the 10% limit under the Share Option Scheme and any other share option schemes of the Company, and the maximum number of

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Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company in issue shall not exceed 10% of the relevant class of the Shares in issue from time to time; and

• (d) to take all such steps as may be necessary, desirable or expedient to carry into effect the 2018 Options and the 2019 Options from the close of business of the day on which this resolution is passed.”

By Order of the Board Hua Hong Semiconductor Limited Mr. Suxin Zhang Chairman and Executive Director

Shanghai, PRC, 12 March 2019

Notes:

1. The resolution at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

3. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at 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 fixed for holding the Extraordinary General Meeting or any adjourned meeting thereof 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.

4. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for these purposes seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.

As of the date of this announcement, the Directors of the Company are:

Executive Directors

Suxin Zhang (Chairman) Yu Wang (President)

Non-Executive Directors

Jianbo Chen Yang Du Takayuki Morita Jun Ye

Independent Non-Executive Directors

Stephen Tso Tung Chang Kwai Huen Wong, JP Long Fei Ye

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