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Hua Hong Semiconductor Limited Proxy Solicitation & Information Statement 2021

Nov 8, 2021

49868_rns_2021-11-07_86a18bd8-834d-457b-ada8-1b5995151d0f.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 26 November 2021

I/We of of

being shareholder

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

hereby appoint (Note 1) of

e-mail address (Note 6)

or failing him/her 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 shareholders of the Company to be held on Friday, 26 November 2021 at 11:00 a.m. at 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 approve the proposed amendments to the terms of the relevant share
options granted on (i) 24 December 2018 (the “2018 Options”), (ii) 29 March
2019 and (iii) 23 December 2019 ((ii) and (iii) collectively, the “2019
Options”) under the share option scheme adopted by the Company on 1
September 2015 (the “Share Option Scheme”) referred to in the circular to
the Shareholders of the Company dated 8 November 2021
2. To approve the refreshment of the limit on the grant of options under the Share
Option Scheme

As witness my/our hand this day of 2021

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 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 8 November 2021, 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 (including via the online meeting) after having lodged this proxy form, this proxy form will be deemed to have been revoked.

  6. Registered shareholders are requested to provide a valid email address of his or her proxy (except appointment of “The Chairman of the Meeting”) for the proxy to receive the login and access code to participate online to the e-Meeting System.