华虹公司:华虹半导体有限公司之组织章程细则(英文版)

ARTICLES OF ASSOCIATION
OF
HUA HONG SEMICONDUCTOR LIMITED
華 虹 半 導 體 有 限 公 司
(Incorporated in Hong Kong with limited liability)
Incorporated on the 21st day of January 2005
(As adopted by Special Resolution passed on 20 September 2014, and amended by (i) Special
Resolution passed on 27 June 2022 which took effect on the date when the Company’s shares
are listed on the STAR Market of the Shanghai Stock Exchange and (ii) Special Resolution
passed on 8 May 2025)

THE COMPANIES ORDINANCE
(CHAPTER 622)
Public Company Limited by Shares
ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 20 September 2014, and amended by (i) Special
Resolution passed on 27 June 2022 which took effect on the date when the Company’s
shares are listed on the STAR Market of the Shanghai Stock Exchange and (ii) Special Resolution
passed on 8 May 2025)
OF
HUA HONG SEMICONDUCTOR LIMITED
華 虹 半 導 體 有 限 公 司
PRELIMINARY
1. (a) In these articles the following words shall have the following meanings:
“articles” and “these articles” means the articles of the Company in their present form
and all supplementary, amended or substituted articles for the time being in force;
“associate”, in relation to any director, has the meaning ascribed to it in the Listing
Rules;
“associated company” has the meaning ascribed to it in section 2 of the Companies
Ordinance;
“Auditors” means the auditors of the Company for the time being;
“business days” shall, save where specified, mean any day on which a recognised stock
market is open for the business of dealing in securities in Hong Kong;
“clear days” means in relation to the period of a notice, that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or on
which it is to take effect;
“China” or “PRC” means the People’s Republic of China excluding, for the purpose
of these articles only, the Hong Kong Special Administrative Region of the PRC, the
Macao Special Administrative Region of the PRC and Taiwan of the PRC;
“Clearing House” means a recognised clearing house within the meaning of Schedule
1 of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong or a
Clearing House recognised by the laws of the jurisdiction in which the shares are listed
or quoted on a stock exchange in such jurisdiction;

“Companies Ordinance” or “Ordinance” means the Companies Ordinance (Chapter
622 of the Laws of Hong Kong) and every other Ordinance incorporated therewith, or
any Ordinance or Ordinances substituted therefor, and in case of any such substitution
the references in these articles to the provisions of the Companies Ordinance shall
be read as references to the provisions substituted therefor in the new Ordinance or
Ordinances;
“Company” means Hua Hong Semiconductor Limited 華虹半導體有限公司;
“connected entities”, in relation to any director, has the meaning ascribed to it in
section 486 of the Companies Ordinance;
“corporate communication” means any notice, document or other information (including
any “corporate communication” as defined in the Listing Rules) sent or supplied or to be sent
or supplied by the Company;
“corporation” includes both a company incorporated under the Companies Ordinance
as well as a company incorporated outside Hong Kong;
“CSRC” means the China Securities Regulatory Commission;
“directors” and “board” mean the directors of the Company or the directors present at
a meeting of directors of the Company at which a quorum is present;
“electronic communication” means a communication transferred, transmitted and
received by electronic transmission in any form through any medium;
“electronic means” includes, but is not limited to, website address, webinar, webcast,
video or any form of conference calling system (by telephone, video, Internet or
otherwise);
“electronic general meeting” means a general meeting held and conducted solely
and exclusively with the virtual presence and participation of members and/or
representatives through virtual meeting technology;
“HKSE” means The Stock Exchange of Hong Kong Limited;
“hybrid meeting” means a general meeting held and conducted (i) with the in-person
presence and participation of members and/or representatives at one or more meeting
locations and (ii) with the virtual presence and participation of members and/or
representatives through virtual meeting techno