Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2023

Feb 24, 2023

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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: 01347)

PROXY FORM

Extraordinary General Meeting to Be Held on 17 March 2023

I/We of being shareholder of 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, 17 March 2023 at 10:30 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:

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----- Start of picture text ----- Resolutions FOR [(Note] [2)] AGAINST [(Note] [2)]1. To approve the joint venture agreement dated 18 January 2023 (the “ JV Agreement ”) entered intoamong the Company, Shanghai Huahong Grace Semiconductor Manufacturing Corporation(“ HHGrace ”), China Integrated Circuit Industry Investment Fund (Phase II) Co., Ltd. (國家集成電路產業投資基金二期股份有限公司Co., Ltd.* (無錫錫虹國芯投資有限公司) (“ China ) (the IC Fund “ WuxiII ”) Municipal and Wuxi Xi Entity Hong”) Guoin relationXin Investmentto theformation of a joint venture through a special purpose vehicle, namely Hua Hong SemiconductorManufacturing (Wuxi) Co., Ltd.* (華虹半導體製造(無錫)有限公司) (the “ JV Company ”), to engagein the manufacturing and sale of integrated circuits, in particular, the production of 12-inch(300 mm) wafers, pursuant to which the Company, HHGrace, China IC Fund II and the WuxiMunicipal Entity will inject capital of US$880.38 million, US$1,169.82 million, US$1,165.8 millionand US$804 million, respectively, into the JV Company, and the transactions contemplated therebyreferred(the “ Circular to in”);the circular to the Shareholders of the Company dated 24 February 20232. To the JV investment agreement dated 18 January 2023 (the “ JV Investment Agreement ”) enteredinto among the Company, HHGrace, the JV Company, China IC Fund II and the Wuxi MunicipalEntity in relation to the increase in the registered share capital of the JV Company from RMB6.68million to US$4.02 billion, of which the Company, HHGrace, China IC Fund II, and the WuxiMunicipal Entity will each contribute US$880.38 million, US$1,169.82 million, US$1,165.8 millionand US$804 million, respectively, as capital into the JV Company and the transactions contemplatedthereby referred to in the Circular;3. To approve the land transfer agreement dated 18 January 2023 (the “ Land Transfer Agreement ”)entered into among the JV Company and Hua Hong Semiconductor (Wuxi) Limited (“ Hua HongWuxi ”) in relation to the transfer of part of the land use right of several plots of land of 249,049square meters located at Nos. 28 and 30, Xinzhou Road and Nos. 27 and 29, Xixing Road, WuxiCity, Jiangsu Province, PRC, from Hua Hong Wuxi to the JV Company for a consideration ofRMB170,100,450.00 referred to in the Circular;4. To authorise any one director of the Company to do all such acts and things, to sign and executedocuments or agreements or deeds on behalf of the Company and to do such other things and to takeall such actions as he considers necessary, appropriate, desirable or expedient for the purposes ofgiving effect to or in connection with the JV Agreement, the JV Investment Agreement, the LandTransfer Agreement and/or any transactions contemplated thereunder (to the extent being approvedby the shareholders of the Company at the EGM pursuant to the ordinary resolutions numbered 1to 3 above), 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 2023Signature(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 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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 24 February 2023, 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 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.

5. 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.