Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2019

Mar 11, 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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 MARCH 2019

I/We of of hereby appoint (Note 1) of

being shareholder

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

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 28 March 2019 at 288 Halei Road, Shanghai, PRC, 201203 at 10:30 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. “THAT, the grant of 34,500,000 share options on 24 December 2018 (the “ 2018 Options ”) and(the1 Septembera“further 2019 Options 2015grant (theof”)4,000,000“ Share under Option theshareshareoptions Scheme optionexpected”), beschemeandtoarebeadoptedgrantedhereby approved,byon 23theDecemberCompanyadopted2019andon ratified“ Directors as at”) thebe anddate areof passinghereby thisauthorisedresolutionto doandallthatsuchtheactsdirectorsand toofenterthe Companyinto all such(the 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 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.” As witness my/our hand his 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 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.