FIH Mobile Limited — Director's Dealing 2023

Mar 13, 2023

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

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FIH Mobile Limited 富智康集團有限公司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 2038)

GRANT OF SHARES PURSUANT TO SHARE SCHEME

On 13 March 2023, the Company granted a total of 2,869,153 Shares to the Grantees who are the present two executive directors of the Company by way of purchase of 2,869,153 Shares from the market through the Trustee pursuant to the Share Scheme.

This announcement is made by FIH Mobile Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The Company hereby announces that on the date of this announcement, the Company granted a total of 2,869,153 shares (the “ Share Grants ”) (forming part of the entire issued share capital of the Company of a par value of US$0.04 each (the “ Shares ”)) to the grantees who are the present two executive directors of the Company (the “ Grantees ”) by way of purchase of 2,869,153 Shares from the market through the trustee (the “ Trustee ”) pursuant to the share scheme adopted by the Company’s shareholders on 26 November 2013 (the “ Share Scheme ”).

Details of the Share Grants are set out below:

Date of Share Grants : 13 March 2023 Total number of Shares granted : 2,869,153 under the Share Grants Market price of Shares and : HK$0.83, being the closing price per Share as purchase price of Shares granted at 13 March 2023 under the Share Grants

According to the Share Scheme, as the Grantees are the Company’s connected persons, the Trustee (on behalf of the Grantees) shall purchase a total of 2,869,153 Shares from the market at the prevailing market price reasonably obtainable by the Trustee. The Company shall cause to be paid a sufficient amount from the Company’s resources to fund the Trustee’s purchase of the 2,869,153 Shares.

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Trustee : Core Pacific – Yamaichi International (H.K.) Nominees Limited, being a professional institution appointed as the trustee for the Share Scheme For details, please see the Company’s circular dated 14 April 2022 Exercise period applicable to : Not applicable the Share Grants Lock-up period applicable to : From 13 March 2023 to 31 March 2023 (both the Share Grants dates inclusive) Financial assistance arrangements to : None the Grantees to facilitate the purchase of Shares under the Share Scheme

For details, please see the Company’s circular dated 14 April 2022

Details of the Grantees and their respective Share Grants are as follows:

Name	Position held in the Company	Number of
		Shares granted
CHIH Yu Yang	Executive Director and	1,697,181
	Chief Executive Officer
LIN Chia-Yi	Executive Director	1,171,972
(also known as Charles LIN)

The Share Grants have been approved by the independent non-executive directors of the Company in compliance with Rule 17.04(1) of the Listing Rules.

Save as disclosed above, as at the date of this announcement, none of the Grantees is a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company, or (to the best of the Company’s knowledge) an associate (as defined in the Listing Rules) of any of the Grantees.

Pursuant to the Share Scheme and the annual general mandate (the “ 2022 General Mandate ”) granted by the Company’s shareholders at the annual general meeting held on 20 May 2022 (the “ 2022 AGM ”), the maximum aggregate number of new Shares that are available for the Trustee’s subscription on behalf of those beneficiaries who are not the Company’s connected persons as well as the Company’s related allotment and issue under the Share Scheme and the 2022 General Mandate is limited to 159,460,000 Shares, representing 2% of the total number of Shares in issue as at the date of the 2022 AGM. As at the date of this announcement, no new Shares have been subscribed for by the Trustee nor allotted and issued by the Company under the 2022 General Mandate. The total of 2,869,153 Shares to be purchased by the Trustee represents approximately 0.0362% of the total number of Shares in issue as at the date of this announcement. Immediately after the purchase of 2,869,153 Shares as disclosed in this announcement, the total of new Shares that are available for the Trustee’s subscription on behalf of those beneficiaries who are not the Company’s connected persons as well as the Company’s related allotment and issue under the Share Scheme and the 2022 General Mandate has remained the same as at the date of this announcement (i.e. 159,460,000 Shares).

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Upon the purchase of the Shares from the market, the Trustee shall hold the Shares on trust for the Grantees which shall be vested in the Grantees in accordance with the terms of the Share Grants and the Share Scheme respectively.

In particular, the Company has considered the following facts before making the Share Grants:

• (a) the shorter lock-up period (less than one month) applicable to the Share Grants is in line with the Company’s remuneration policies in force for time being as advised by the Company’s human resources department which have been in force since 2013 when the Share Scheme was adopted (which is long before the new Chapter 17 of the Listing Rules has become effective on 1 January 2023). In this respect, both the Company’s remuneration committee (the “ Remuneration Committee ”) (currently comprising all the independent non-executive directors of the Company) and the Company’s board of directors (the “ Board ”) (but excluding, for the avoidance of doubt, the Grantees) are of the view that such shorter lock-up period is appropriate in the circumstances as a timely recognition of the achievements and contributions made by the Grantees, having also taken into consideration, among others, (1) the base and other form of remuneration available to the Grantees; and (2) factors affecting the Group’s business performance which may be beyond their control or otherwise irrelevant to their individual contributions; and

• (b) both the Remuneration Committee and the Board (but excluding, for the avoidance of doubt, the Grantees) are of the view that following past practice since 2013 when the Share Scheme was adopted, the Share Grants have been made unconditionally without any performance targets nor clawback mechanism; that said, the Share Grants are aligned with the purposes of the Share Scheme by recognising the achievements and contributions made by the Grantees and by giving incentives to reward, motivate and retain them for the purposes of the Group’s future development, expansion and long-term success.

By Order of the Board CHIH Yu Yang Acting Chairman

Hong Kong, 13 March 2023

As at the date of this announcement, the Board comprises three executive directors, namely Mr. CHIH Yu Yang, Dr. KUO Wen-Yi and Mr. LIN Chia-Yi (also known as Charles LIN); and three independent non-executive directors, namely Mr. LAU Siu Ki, Dr. Daniel Joseph MEHAN and Mr. TAO Yun Chih.

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