FIH Mobile : CONTINUING CONNECTED TRANSACTION - ANNUAL CAPS REVISION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed 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 FIH Mobile Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

FIH Mobile Limited

富 智 康 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2038)

CONTINUING CONNECTED TRANSACTION ANNUAL CAPS REVISION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser

REORIENT Financial Markets Limited

Independent financial adviser to

the Independent Board Committee and the Independent Shareholders

First Shanghai Capital Limited

A letter from the board of directors of FIH Mobile Limited is set out on pages 3 to 10 of this circular. A letter from the Independent Board Committee (as defined herein) containing its advice to the Independent Shareholders (as defined herein) is set out on page 11 of this circular. A letter from First Shanghai Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 19 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Kowloon Room I, Mezzanine Level, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Hong Kong on Thursday, 25 May 2017 at 11: 00 a.m., or immediately after the conclusion of the 2017 annual general meeting of the Company to be held at the same venue and on the same day, is set out on pages 24 to 25 of this circular. Whether or not you are able to attend the extraordinary general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the extraordinary general meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting in person should you so wish.

Hong Kong, 8 May 2017

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD .. ....... ....... ........ ....... ........ ....... ....... 3

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 11

LETTER FROM FIRST SHANGHAI 12

APPENDIX - GENERAL INFORMATION 20

NOTICE OF EGM 24

In this circular, the following terms shall have the meanings set out below unless the context requires otherwise:

''Announcement'' the announcement of the Company dated 13 April 2017

regarding the proposed revision of the annual caps for the Product Sales Transaction for the three years ending 31 December 2019

''associate(s)'' having the meaning as defined in the Listing Rules

''Board'' the board of Directors

''Company'' FIH Mobile Limited, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange

''Director(s)'' the director(s) of the Company

''EGM'' the extraordinary general meeting of the Company to be held on Thursday, 25 May 2017 at 11 : 00 a.m., or immediately after the conclusion of the 2017 annual general meeting of the Company to be held at the same venue and on the same day, to approve the proposed revision of the annual caps for the Product Sales Transaction for the three years ending 31 December 2019, or where the context so admits, any adjournment thereof

''First Shanghai'' First Shanghai Capital Limited, a licensed corporation

under the SFO to carry out type 6 (advising on corporate finance) regulated activity which has been appointed by the Company to be the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed revision of the annual caps for the Product Sales Transaction for the three years ending 31 December 2019

''Framework Product Sales Agreement''

the framework product sales agreement entered into among the Company, Hon Hai and Innolux Corporation (an associate of Hon Hai formerly known as Innolux Display Corporation and then Chimei Innolux Corporation) on 18 January 2005 (as amended by the respective supplemental agreements dated 28 February 2006, 24 October 2007, 19

November 2010, 17 October 2013 and 11 August 2016)

''Group'' the Company and/or its subsidiaries (as the case may be)

''Hon Hai'' 鴻海精密工業股份有限公司 (Hon Hai Precision Industry

Co. Ltd. for identification purposes only), the ultimate controlling shareholder of the Company

''Hon Hai Group'' Hon Hai, its subsidiaries and/or associates (as the case may

be)

''Independent Board Committee''

the independent board committee established by the Board to consider the Product Sales Transaction and the Proposed Annual Caps and to advise the Independent Shareholders in respect thereof

''Independent Shareholders'' Shareholders other than Hon Hai and its associates

''Latest Practicable Date'' 2 May 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information referred to in this circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange, as amended and/or supplemented from time to time

''percentage ratios'' the percentage ratios calculated based on the requirements

under Rule 14.07 of the Listing Rules

''Product Sales Transaction'' sale of parts or other products manufactured or owned by

the Group to the Hon Hai Group as contemplated under the Framework Product Sales Agreement

''Proposed Annual Caps'' the proposed annual caps for the Product Sales Transaction

for the three years ending 31 December 2019

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Shareholders'' the holders of the Shares

''Share(s)'' the ordinary share(s) of US$0.04 each of the Company

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''subsidiary(ies)'' having the meaning ascribed to it under the Companies

Ordinance (Chapter 622 of the Laws of Hong Kong)

''US$'' United States dollars, the lawful currency of the United States of America

''3C'' computer, communication and consumer electronics