HG Semiconductor Limited — AGM Information 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in HongGuang Lighting Holdings Company Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker, registered dealer in securities or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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HONGGUANG LIGHTING HOLDINGS COMPANY LIMITED 宏 光 照 明 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

PROPOSALS FOR (1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) REAPPOINTMENT OF AUDITORS, (4) GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the 2020 annual general meeting of the Company (‘‘2020 AGM’’) to be held at 2:00 p.m. on Friday, 15 May 2020 at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China is set out on pages 18 to 22 of this circular. A form of proxy for use by the shareholders at the 2020 AGM is enclosed.

Whether or not you are able to attend the 2020 AGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2020 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM or any adjournment thereof should you so wish.

8 April 2020

CONTENTS

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• ‘‘2019 Annual Report’’

the annual report of the Company for the financial year ended 31 December 2019 despatched to the Shareholders together with this circular

• ‘‘2020 AGM’’

• the 2020 annual general meeting of the Company to be held at 2:00 p.m. on Friday, 15 May 2020 at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China, for the purpose of considering and if thought fit, approving, inter alia, the resolutions proposed in this circular

• ‘‘Articles’’ the articles of association of the Company as amended, supplemented or modified from time to time

• ‘‘Associate(s)’’ has the meaning ascribed to this term under the Listing Rules

• ‘‘Board’’

• the board of Directors

• ‘‘Cayman Companies Law’’ the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘close associate(s)’’

• has the meaning as defined in the Listing Rules

• ‘‘Company’’

• HongGuang Lighting Holdings Company Limited (宏光照明控 股有限公司), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6908)

• ‘‘Controlling shareholder(s)’’

• has the meaning ascribed to this term under the Listing Rules

• ‘‘core connected person(s)’’ has the meaning as defined in the Listing Rules

• ‘‘Director(s)’’

• the director(s) of the Company

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

• ‘‘GEM’’

• the GEM of the Stock Exchange

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DEFINITIONS

• ‘‘General Mandate’’

a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares with the aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the 2020 AGM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘HongGuang Hong Kong’’

• HongGuang Lighting (Hong Kong) Holdings Limited (宏光照 明(香港)控股有限公司), previously known as HongGuang Lighting (Hong Kong) Limited (宏光照明(香港)有限公司), a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

• ‘‘HongGuang International’’

• HongGuang Lighting (International) Limited (宏光照明(國際) 有限公司), previously known as Day Harvest International Limited (日發國際有限公司), a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company

• ‘‘HongGuang Lighting’’

• HongGuang Lighting Group Company Limited (宏光照明集團 有限公司), a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company

• ‘‘Latest Practicable Date’’

• 31 March 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• ‘‘Listing Date’’

• 30 December 2016, being the date on which dealing in the Company’s Shares first commenced on the Stock Exchange

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’

• the People’s Republic of China, which shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan for the purpose of this circular

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DEFINITIONS

‘‘Repurchase Mandate’’ a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares of the aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution at the 2020 AGM

• ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ The Code on Takeovers and Mergers published by SFC of Hong Kong as amended from time to time

• ‘‘Zhuhai HongGuang’’ 珠海宏光照明器材有限公司 (Zhuhai HongGuang Lighting Fixture Company Limited*), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company

• ‘‘%’’ per cent.

• For identification purpose only

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LETTER FROM THE BOARD

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HONGGUANG LIGHTING HOLDINGS COMPANY LIMITED 宏 光 照 明 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

Executive Directors:

Mr. Zhao Yi Wen (Chairman and Chief Executive Officer) Mr. Lin Qi Jian Mr. Chan Wing Kin

Non-executive Director:

Registered office in the Cayman Islands: Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Mr. Chiu Kwai San

Independent Non-executive Directors: Professor Chow Wai Shing, Tommy Mr. Wu Wing Kuen, B.B.S. Mr. Chan Chung Kik, Lewis

Headquarter and principal place of business in People’s Republic of China: The North Side 2nd Floor No. 8 Pinggong Er Road Nanping Technology Industrial Park Zhuhai People’s Republic of China

8 April 2020

To the Shareholders,

Dear Sirs or Madams,

PROPOSALS FOR (1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) REAPPOINTMENT OF AUDITORS, (4) GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you notice of the 2020 AGM and to provide you with details of the resolutions to be proposed at the 2020 AGM relating to

• (a) the adoption of audited consolidated financial statements and the reports of the Directors and the Auditors for the year ended 31 December 2019;

• (b) the proposed re-election of the retiring Directors;

• (c) the proposed re-appointment of the Auditors;

• (d) the granting of the General Mandate to the Directors;

• (e) the granting of the Repurchase Mandate to the Directors; and

• (f) the granting of the Extension Mandate to the Directors.

RESOLUTION (1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2019

The audited consolidated financial statements of the Company for the year ended 31 December 2019 together with the reports of the Directors and the Auditors, are set out in the 2019 Annual Report which will be sent to the Shareholders on 8 April 2020. The 2019 Annual Report may then be viewed and downloaded from the Company’s website (www.lighting-hg.com) and the Hong Kong Exchanges and Clearing Limited’s website (www.hkexnews.hk). The audited consolidated financial statements have been reviewed by the Audit Committee of the Company.

RESOLUTION (2) RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely Mr. Zhao Yi Wen (Chairman and Chief Executive Officer), Mr. Lin Qi Jian, Mr. Chan Wing Kin, Mr. Chiu Kwai San, Professor Chow Wai Shing, Tommy, Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis.

Pursuant to article 108(a) of the Articles, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three(3), the number nearest to but not less than one-third) shall retire from office by rotation. Accordingly, Mr. Zhao Yi Wen, Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis shall retire at the 2020 AGM and being eligible, offer themselves for re-election.

The re-election of Directors has been reviewed by the Nomination Committee of the Company which recommended to the Board that the re-election be proposed for Shareholders’ approval at the 2020 AGM. The nominations were made in accordance with the Nomination Policy of the Company

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LETTER FROM THE BOARD

and the objective criteria for the nominations include but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, with due regard for the benefits of diversity as set out under the Board Diversity Policy of the Company.

In recommending Mr. Zhao Yi Wen to stand for re-election as an Executive Director, Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis to stand for re-election as Independent Nonexecutive Directors, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:

• (a) Mr. Zhao Yi Wen has substantial experience in the design, development, manufacturing and sales of LED beads and LED lighting products in the PRC.

• (b) Mr. Wu Wing Kuen, B.B.S. has over 26 years of experience in real estate investment and have substantial experience in serving the Hong Kong community by holding various positions. Currently, he is the president of the Sha Tin District Community Fund. In the past, he has served as a member of the Sha Tin District Fight Crime Committee and as a member of the Appeal Tribunals Panel of the Planning and Lands Branch of the Development Bureau of the HKSAR Government.

• (c) Mr. Chan Chung Kik, Lewis has more than 22 years experience in auditing, accounting and corporate finance. He has obtained a Bachelor Degree of Commerce in Accounting from the University of Canberra in Australia in September 1997.

The Nomination Committee considered that in view of their diverse background and knowledge and experience in the respective fields of manufacturing and sales of LED beads and LED lighting products in the PRC, in real estate investment and in accounting and finance and as set out in Appendix II to this circular, the appointments of Mr. Zhao Yi Wen as an Executive Director, and the appointments of Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis as Independent Non-executive Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Company’s business.

The Nomination Committee has also assessed the independence of all the Independent Nonexecutive Directors (‘‘INEDs’’). All the INEDs of the Company satisfy the Independence Guidelines as set out in Rule 3.13 of the Listing Rules and has each provided to the Company an annual written confirmation of his independence.

The biographical details of the Directors proposed to be re-elected at the 2020 AGM are set out in Appendix II to this circular.

RESOLUTION (3) RE-APPOINTMENT OF AUDITORS

The Board (which agreed with the view of the Audit Committee of the Company) recommended that, subject to the approval of the Shareholders at the 2020 AGM, BDO Limited be re-appointed as the external auditors of the Company for 2020.

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LETTER FROM THE BOARD

RESOLUTION (4) GENERAL MANDATE

The Directors have been granted a general unconditional mandate to allot, issue and deal with Shares pursuant to the ordinary resolutions of the Shareholders passed at the 2019 annual general meeting held on 10 May 2019. The general mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the Company is required by the Articles or any other applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, the existing general mandate has not been utilised and will lapse at the conclusion of the 2020 AGM. Therefore, an ordinary resolution will be proposed at the 2020 AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with new Shares with the aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company on the date of passing the relevant resolution. As at the Latest Practicable Date, a total of 400,000,000 shares were in issue. Subject to the passing of the proposed resolution granting the General Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the 2020 AGM, the Company will be allowed under the General Mandate to issue a maximum of 80,000,000 shares.

Details of the aforesaid ordinary resolution are set out in ordinary resolution no. 4 in the Notice of the 2020 AGM.

RESOLUTION (5) REPURCHASE MANDATE

The Directors have been granted a general unconditional mandate to exercise the power of the Company to repurchase Shares pursuant to the ordinary resolutions of the Shareholders passed at the 2019 annual general meeting held on 10 May 2019. The repurchase mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the Company is required by the Articles or any other applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, the existing repurchase mandate has not been utilised and will lapse at the conclusion of the 2020 AGM. Therefore, an ordinary resolution will be proposed at the 2020 AGM that the Directors be granted a general mandate to exercise all the powers of the Company to purchase or repurchase Shares with the aggregate nominal value not exceeding 10% of the aggregate nominal value of the issued share capital of the Company on the date of passing the relevant resolution.

The Company had in issue an aggregate of 400,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolutions for the approval of the General Mandate and the Repurchase Mandate and in accordance with the terms therein, the Company would be

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LETTER FROM THE BOARD

allowed and to repurchase a maximum of 40,000,000 Shares respectively, on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date to the date of the 2020 AGM.

Details of the aforesaid ordinary resolution are set out in ordinary resolution no. 5 in the Notice of the 2020 AGM.

An explanatory statement giving the particulars required under Rule 10.06(1)(b) of the Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out Appendix I to this circular.

RESOLUTION (6) EXTENSION MANDATE

In addition, subject to the passing of the resolutions to grant the General Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2020 AGM to authorise the Directors to extend the General Mandate to allot and issue Shares by an amount of Shares representing the aggregate nominal value of Shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Repurchase Mandate.

The General Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the 2020 AGM; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Cayman Companies Law or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Details of the aforesaid ordinary resolution are set out in ordinary resolution no. 6 in the Notice of the 2020 AGM.

2020 ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice convening the 2020 AGM to be held at 2:00 p.m. on Friday, 15 May 2020 at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China is set out on pages 18 to 22 of this circular. At the 2020 AGM, ordinary resolutions will be proposed to approve, among other matters, the granting of the General Mandate, the granting of the Repurchase Mandate, the granting of the Extension Mandate, the reelection of retiring Directors and the re-appointment of Auditors.

A form of proxy for use in connection with the 2020 AGM is enclosed herewith. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at Room

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LETTER FROM THE BOARD

2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the 2020 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM (or any adjourned meeting thereof) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE 2020 ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the 2020 AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the 2020 AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules, on the results of the 2020 AGM.

RECOMMENDATION

At the 2020 AGM, ordinary resolutions will be proposed to approve, among other matters, the adoption of audited consolidated financial statements and Reports of Directors and Auditors; the granting of the General Mandate, the Repurchase Mandate and the Extension Mandate; the reelection of retiring Directors and the re-appointment of Auditors.

The Directors believe that the proposed grant of the General Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of Directors and the re-appointment of the Auditors are in the best interests of the Company and the Shareholders. The Directors believe that an exercise of the General Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that such repurchase of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the 2020 AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company for the 2020 AGM will be closed from Monday, 11 May 2020 to Friday, 15 May 2020, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the 2020 AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms

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LETTER FROM THE BOARD

must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registers (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, 8 May 2020.

RESPONSIBILITY OF DIRECTORS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

LANGUAGE

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board

HongGuang Lighting Holdings Company Limited Zhao Yi Wen

Chairman and Executive Director

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Appendix I serves as an explanatory statement, as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the SFC subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, a total of 400,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares.

Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the 2020 AGM, exercise in full of the Repurchase Mandate, on the basis of 400,000,000 Shares in issue as at the Latest Practicable Date, could result in up to a maximum of 40,000,000 Shares being repurchased by the Company.

3. REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

4. SOURCE OF FUNDS

The Company is empowered by the Articles to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Cayman Companies Law, the Listing Rules and/or other applicable laws, rules and regulations, as the case may be.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if authorized by the Articles and subject to the Cayman Companies Law and/or other applicable laws, rules and regulations, out of capital. The premium, if any, payable on repurchase must be provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the Shares are repurchased or, if authorized by the Articles and subject to Cayman Companies Law and/or other applicable laws, rules and regulations, out of capital. The Shares so repurchased will be treated as cancelled but the aggregate amount of authorized share capital will not be reduced.

The Company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.

5. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2019, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in the circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

6. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders and exercised, to sell any of their Shares to the Company or its subsidiaries pursuant to the Repurchase Mandate.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any of his/her/its Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company, in the event that the Company is authorized to make repurchases of the Shares.

7. THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling Shareholders (as defined in the Listing Rules) of the Company, namely Mr. Zhao Yi Wen, Mr. Lin Qi Jian, Mr. Chiu Kwai San, were beneficially interested in 300,000,000 Shares representing 75% of the total issued Shares. In the event that the Directors exercise the Repurchase Mandate in full the power of the Company to repurchase Shares, the interest of the controlling Shareholders in the Company would be increased to approximately 83.33% of the total issued Shares. Such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase and no disposal by any of the controlling Shareholders of their interests in the Shares, an exercise of Repurchase Mandate may result in less than 25% of the Shares being held by the public. In any event, unless otherwise approved by the Stock Exchange, the Directors will refrain from exercising the power conferred by the Repurchase Mandate to an extent as may result in a public shareholding of less than 25%.

8. SHARE PRICES

The highest and lowest traded prices at which the Shares were traded on the GEM (prior to the transfer of listing from the GEM to the Main Board on 13 November 2019) and the Main Board in each of the previous twelve months preceding the Latest Practicable Date were as follows:

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

9. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares had been made by the Company during the 6 months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

10. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles and all applicable laws of the Cayman Islands.

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

APPENDIX II

Set out below are the biographical details of the Directors who will retire at the conclusion of the 2020 AGM and will be proposed to be re-elected at the 2020 AGM.

EXECUTIVE DIRECTOR

Mr. ZHAO Yi Wen (趙奕文), aged 50, is the Chairman of the Board and the Chief Executive Officer of the Company. He was appointed as Director on 27 May 2015 and was subsequently redesignated as an Executive Director on 13 May 2016. He is one of the founders of the Group and is primarily responsible for formulating overall corporate strategies and handling day to day management of the Group. Mr. Zhao is also a director of each of HongGuang Lighting and HongGuang International and the chairman and legal representative of Zhuhai HongGuang.

Prior to establishing the Group in May 2010, Mr. Zhao had years of management experience of electronic parts business. During the period between January 2004 and May 2010, Mr. Zhao was employed by Zhuhai Kedie Digital Technology Co., Ltd.* (珠海市科碟數碼科技有限公司) which mainly manufactures and sells compact disks in the PRC, as a general manager and was responsible for the overall management of its business operation.

Since 2012, Mr. Zhao has been a director of Zhuhai Ridong Weiye Technology Company Limited* (珠海日東偉業科技有限公司), a limited liability company incorporated in the PRC which mainly manufactures and trades Indium Tin Oxide films, where Mr. Zhao is responsible for the overall management of the company. Mr. Zhao attended secondary school education up to year 3 in the PRC.

As at the Latest Practicable Date, Mr. Zhao held a long position of 300,000,000 Shares, representing 75% of the total issued Shares.

Mr. Zhao has entered into a service contract with the Company for an initial term of three years commencing from the Listing Date, which will continue thereafter but subject to retirement by rotation and eligible for re-election pursuant to the Articles and the termination provisions of the service contract. Mr. Zhao is entitled to a remuneration of HK$360,000 per annum, which was determined by the Board on the recommendation of the Remuneration Committee by reference to his duties and responsibilities with the Company, the Company’s performance and current market situation.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. WU Wing Kuen, B.B.S. (胡永權), aged 63, was appointed as an Independent Nonexecutive Director on 2 December 2016 and is responsible for providing independent advice to the Board. Mr. Wu is also a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

APPENDIX II

Mr. Wu has over 26 years of experience in real estate investment. He has been a director of Jet View Investment Limited since December 1991 and a director of Jade Mind Investment Limited since October 2004. Both companies mainly invest in real estate.

Mr. Wu was awarded a Bronze Bauhinia Star from the HKSAR Government in July 2012. Mr. Wu is also currently a voting member of the Hong Kong Jockey Club and the president of the Sha Tin District Community Fund. Mr. Wu had also served the community under various other positions in the past. He was a member of the Sha Tin District Fight Crime Committee, a member of the Appeal Tribunals Panel of the Planning and Lands Branch of the Development Bureau of the HKSAR Government.

Mr. Wu is an independent non-executive director of (i) Nanfang Communication Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1617) since November 2016; (ii) Million Cities Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 2892) since June 2018; and (iii) Food Idea Holdings Limited, a company listed on the GEM of the Stock Exchange (Stock Code: 8179) since January 2019; and (iv) EFT Solutions Holdings Limited, a company listed on the GEM of the Stock Exchange (Stock Code: 8062) since March 2019.

Mr. Wu has entered into a letter of appointment with the Company for a term of two years commencing from 2 December 2018, subject to retirement by rotation and eligible for re-election pursuant to the Articles and the termination provisions of the letter of appointment. Mr. Wu is entitled to a remuneration of HK$120,000 per annum, which was determined by the Board on the recommendation of the Remuneration Committee by reference to his duties and responsibilities with the Company, the Company’s performance and current market situation.

Mr. CHAN Chung Kik, Lewis (陳仲戟), aged 47, was appointed as an Independent Nonexecutive Director on 2 December 2016 and is responsible for providing independent advice to the Board. Mr. Chan is also the chairman of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Mr. Chan obtained a Bachelor Degree of Commerce in Accounting from the University of Canberra in Australia in September 1997. He is currently a fellow of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. Mr. Chan has more than 22 years of experience in auditing, accounting and corporate finance. Currently, Mr. Chan is the chief financial officer and the joint company secretaries of Denox Environmental & Technology Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1452).

Mr. Chan has also been/is an independent non-executive director of (i) Kwan On Holdings Limited between March 2015 and September 2016, a company which was previously listed on the GEM (Stock Code: 8305) and was subsequently transferred to the Main Board (Stock Code: 1559) on 15 August 2016; (ii) Shandong Xinhua Pharmaceutical Company Limited between May 2014 and June 2018, a company listed on the Main Board of the Stock Exchange (Stock Code: 719) and the Shenzhen Stock Exchange (Stock Code: 000756); (iii) Founder Holdings Limited, a company

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

APPENDIX II

listed on the Main Board of the Stock Exchange (Stock Code: 418) since March 2017; (iv) Peking University Resources (Holdings) Company Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 618) since March 2017; (v) Wing Chi Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 6080) since September 2017; and (vi) Eternity Technology Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1725) since July 2018.

Mr. Chan has entered into a letter of appointment with the Company for a term of two years commencing from 2 December 2018, subject to retirement by rotation and eligible for re-election pursuant to the Articles and the termination provisions of the letter of appointment. Mr. Chan is entitled to a remuneration of HK$120,000 per annum, which was determined by the Board on the recommendation of the Remuneration Committee by reference to his duties and responsibilities with the Company, the Company’s performance and current market situation.

GENERAL

Save as disclosed above, none of the above Directors:

• (i) held any other positions in any members of the Group as at the Latest Practicable Date;

• (ii) had any other relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date;

• (iii) held any other directorships in listed public companies in the three years prior to the Latest Practicable Date; and

• (iv) had any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information in relation to the above Directors that needs to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.

• For identification purpose only

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NOTICE OF 2020 AGM

==> picture [61 x 64] intentionally omitted <==

HONGGUANG LIGHTING HOLDINGS COMPANY LIMITED 宏 光 照 明 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6908)

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the ‘‘2020 AGM’’) of HongGuang Lighting Holdings Company Limited (the ‘‘Company’’) will be held at 2:00 p.m. on Friday, 15 May 2020 at The North Side, 2nd Floor, No. 8 Pinggong Er Road, Nanping Technology Industrial Park, Zhuhai, People’s Republic of China for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the Directors and the Auditors of the Company for the year ended 31 December 2019;

2. To re-elect Directors and to fix the Directors’ remuneration;

3. (a) To re-elect Mr. Zhao Yi Wen as an Executive Director;

4. (b) To re-elect Mr. Wu Wing Kuen, B.B.S. as an Independent Non-executive Director;

5. (c) To re-elect Mr. Chan Chung Kik, Lewis as an Independent Non-executive Director;

6. (d) To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration;

7. To re-appoint BDO Limited as the Auditors of the Company and authorise the Board to fix their remuneration; and

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NOTICE OF 2020 AGM

as special business, to consider and, if thought fit, pass the following resolutions (with or without amendments) as ordinary resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with new shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) (as amended from time to time) (the ‘‘Listing Rules’’) be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the Relevant Period (as defined in paragraph (d) below);

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); (ii) the exercise of the rights of subscription or conversion under the terms of any warrants which may be issued by the Company or any securities which are convertible into shares; (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees, officers, Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; and (iv) any scrip dividend or similar arrangement providing for allotment and issue of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the existing issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF 2020 AGM

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.

‘‘Rights Issue’’ means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holding of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company).’’

5. ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase or repurchase shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on the Stock Exchange or on any other stock exchange on which the shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval

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NOTICE OF 2020 AGM

in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.’’

• ‘‘THAT conditional upon resolutions no. 4 and no. 5 above being passed (with or without amendments), the general and unconditional mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in resolution no. 4 above be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors of the Company under resolution no. 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.’’

By order of the Board

HongGuang Lighting Holdings Company Limited Zhao Yi Wen Chairman and Executive Director

Hong Kong, 8 April 2020

As at the date of this Notice, the Executive Directors are Mr. Zhao Yi Wen, Mr. Lin Qi Jian and Mr. Chan Wing Kin; the Non-executive Director is Mr. Chiu Kwai San; and the Independent Non-executive Directors are Professor Chow Wai Shing, Tommy, Mr. Wu Wing Kuen, B.B.S. and Mr. Chan Chung Kik, Lewis.

Notes:

1. A member of the Company entitled to attend and vote at the 2020 annual general meeting shall be entitled to appoint one or if he/she is a holder of two or more shares of the Company, more than one proxies to attend and vote in his/her stead. A proxy need not be a member of the Company but must be present in person in the 2020 annual general meeting to represent the member. Completion and return of the form of proxy will not preclude a member of the Company from attending the 2020 annual general meeting and voting in person should he/she so wish. In such event, his form of proxy will be deemed to have been revoked.

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NOTICE OF 2020 AGM

1. Where there are joint registered holders of any share, any one of such persons may vote at the 2020 annual general meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the 2020 annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. A form of proxy for the 2020 annual general meeting is enclosed. In order to be valid, the form of proxy 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 deposited at the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not later than 48 hours before the time for holding the 2020 annual general meeting or any adjournment thereof.

3. To ascertain the members’ entitlement to attend and vote at the meeting, the register of members will be closed from Monday, 11 May 2020 to Friday, 15 May 2020, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Friday, 8 May 2020.

4. An explanatory statement containing further details regarding resolution no. 5 above is set out in Appendix I to the circular of the Company dated on 8 April 2020.

5. Biographical details of the retiring Directors of the Company are set out in Appendix II to the circular of the Company dated on 8 April 2020.

6. Members of the Company or their proxies shall produce documents of their proof of identity when attending the 2020 annual general meeting.

7. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.lighting-hg.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

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