FIH Mobile Limited - Proxy Solicitation & Information Statement 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Foxconn International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

Foxconn International Holdings Limited 富士康國際控股有限公司[*] (Incorporated in Cayman Islands with limited liability) (Stock Code: 2038)

PROPOSED AMENDMENTS TO THE SHARE SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting of the Company to be held at 2, 2nd Donghuan Road, 10th Yousong Industrial District, Longhua Town, Baoan, Shenzhen, Guangdong, the PRC on Friday, 4 August 2006 at 2:30 p.m. is contained on pages 39 to 40 of this circular.

Whether or not you are able to attend the Extraordinary General Meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the Extraordinary General Meeting. 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, 19 July 2006

* for identification purposes only

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
REASONS FOR AND DETAILS OF THE PROPOSED AMENDMENTS TO
THE SHARE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
OVERVIEW OF THE SHARE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RIGHT TO DEMAND POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX – PROPOSED AMENDMENTS TO THE SHARE SCHEME . . . . . . . . . . . . . . . . .	12
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39

DEFINITIONS

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

“Articles”	the articles of the association of the Company
“associate”	has the meaning ascribed to it in the Listing Rules
“Award Shares”	the Shares granted or to be granted to Beneficiaries under the
	Share Scheme
“Beneficiary/Beneficiaries”	person(s) who is/are entitled to receive Award Shares
“Board”	the board of Directors
“business day”	any day (excluding a Saturday) on which banks in Hong Kong
	generally are open for business and the Stock Exchange is open
	for business of dealing in securities and the Shares
“Company”	Foxconn International Holdings Limited, a limited liability
	company incorporated in the Cayman Islands, the shares of which
	are listed on the Stock Exchange
“connected person”	has the meaning ascribed to it in the Listing Rules
“connected transaction”	has the meaning ascribed to it in the Listing Rules
“Director(s)”	the director(s) of the Company
“Extraordinary General Meeting”	the extraordinary general meeting of the Company to be held at 2,
	2nd Donghuan Road, 10th Yousong Industrial District, Longhua
	Town, Baoan, Shenzhen, Guangdong, the PRC on Friday, 4 August
	2006 at 2:30 p.m. or, where the context so admits, any adjournment
	thereof
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic
	of China
“Latest Practicable Date”	14 July 2006, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained in
	this circular
“Listing Date”	3 February 2005, being the date on which dealings in the Shares
	first commenced on the Stock Exchange

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Lock-up Period”	the period within which the Beneficiaries will not be permitted to
	sell or otherwise dispose of or deal with the Award Shares and the
	Related Income relating thereto
“Member(s)” or “Shareholder(s)”	holder(s) of the Share(s)
“PRC”	the People’s Republic of China
“Related Income”	all income derived from any Award Shares (including, but not
	limited to, dividends, other cash contributions, bonus shares and
	scrip shares)
“Remuneration Committee”	the remuneration committee of the Company as constituted in
	accordance with its terms of reference by three or more members
	of the non-executive Directors with a majority of which being
	independent non-executive Directors
“Returned Shares”	such Award Shares and Related Income relating thereto which are
	forfeited in accordance with the terms of the Share Scheme and
	any income generated therefrom
“Share Scheme”	the share scheme of the Company which became effective and
	unconditional on 3 February 2005
“Share(s)”	ordinary share(s) with a nominal value of US$0.04 each in the
	share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary(ies)”	Subsidiary(ies) of the Company from time to time within the
	meaning of the Companies Ordinance (Cap. 32 of the Laws of
	Hong Kong)
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Repurchases as
	amended from time to time
“Trust Deed”	the Trust Deed to be made between the Company as settlor and
	the Trustee as trustee
“Trustee”	Bank of East Asia (Trustees) Limited (which is independent and
	not connected with the Company)

DEFINITIONS

“US$” United States dollars, the lawful currency of the United States of America “Vesting Date(s)” the date(s) of subscription or purchase (as the case may be) of the Award Shares by the Trustee on behalf of the relevant Beneficiary

LETTER FROM THE BOARD

**Foxconn International Holdings Limited 富士康國際控股有限公司[*]**

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

Executive Directors: CHIN Wai Leung, Samuel (Chairman and Chief Executive Officer) DAI Feng Shuh (Chief Operating Officer)

Registered office: Scotia Centre, 4th Floor P. O. Box 2804, George Town Grand Cayman Cayman Islands

Non-executive Directors:

CHANG Ban Ja, Jimmy GOU Hsiao Ling LEE Jin Ming LU Fang Ming

Independent Non-executive Directors: LAU Siu Ki Edward Fredrick PENSEL MAO Yu Lang

Principal Place of Business in Hong Kong: 16th Floor, Phase 1 Fountain Set Building 3A Hung Cheung Road Tuen Mun New Territories Hong Kong

19 July, 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE SHARE SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with details of the proposed amendments to the Share Scheme and the notice of the Extraordinary General Meeting at which an ordinary resolution will be proposed to consider and, if thought fit, to approve the amendments to the Share Scheme.

Set out below is a description of the material changes to the Share Scheme and an overview of the Share Scheme. Shareholders should also review all the amended provisions which have been underlined for ease of reference in the section headed “Proposed Amendments to Share Scheme” in the appendix to this circular.

* for identification purposes only

LETTER FROM THE BOARD

BACKGROUND

The Share Scheme was conditionally approved by a resolution of Shareholders on 1 December 2004 and adopted by a resolution of the Board on 12 January 2005. The Share Scheme is not subject to the provisions of Chapter 17 of the Listing Rules.

The purpose of the Share Scheme is to attract skilled and experienced personnel, to provide incentives to them to remain with the Company, to give effect to the customer-focused corporate culture and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

From the effective date of the Share Scheme up until the Latest Practicable Date, 3,198,000 Award Shares had been granted pursuant to the Share Scheme.

REASONS FOR AND DETAILS OF THE PROPOSED AMENDMENTS TO THE SHARE SCHEME

In furtherance of the purpose and objective of the Share Scheme and to enhance the administration and operational efficiency of the Share Scheme, the Board proposes to make certain amendments to the Share Scheme which include the following key aspects:

(a) extending the ability of the Trustee to purchase Shares pursuant to the instructions of the Company (in addition to the subscription of new Shares) as Award Shares in the open market for Beneficiaries who are not connected persons of the Company;
(b) a new provision to deal with situations where the Trustee has excess or insufficient funds for the purpose of purchasing Award Shares;
(c) the 1% limit on grants to connected persons of the Group applies to the purchase of Award Share as opposed to the issue of Award Share to directors of the Group;
(d) a new provision to deal with situations where a Beneficiary retires (in agreement with the Company) or deceases, the relevant Lock-up Period in respect of the Award Shares and the Related Income relating thereto of that Beneficiary will be deemed to be expired on the day immediately prior to his death or retirement (as the case may be);
(e) a new provision to cover the eventuality of when the legal representatives of a deceased Beneficiary do not make themselves known to the Trustee within a specified period of time; and
(f) a new provision to deal with the treatment of Award Shares and the Related Income relating thereto in the event of takeover, rights issue, open offer, issue of bonus warrants and share consolidation.
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LETTER FROM THE BOARD

OVERVIEW OF THE SHARE SCHEME

The following is a summary of the key features of the Share Scheme, and subject to Shareholders’ approval at the Extraordinary General Meeting, how it is intended to operate:

Administration and Determination of Beneficiaries

The Board has the power to administer the Share Scheme, except with respect to directors and senior management of the Group, whose grants, if any, will be subject to the decision of the Remuneration Committee. The Board may propose or determine as to which of the employees of the Group (but excluding any director or senior management of the Group), and third party service providers should be entitled to receive grants of Award Shares under the Share Scheme, together with the number of Award Shares to which each proposed Beneficiary should be entitled. With regard to any proposed grant to any director or other senior management of the Group, any proposal from the Board shall be sent to the Remuneration Committee. The Remuneration Committee will consider whether to accept the Board’s proposal with or without amendments and select, pursuant to a resolution of the Remuneration Committee, from among the proposed Beneficiaries those persons entitled to be granted Award Shares under the Share Scheme and determine the number of Award Shares to be granted to each of them.

Operation

A grant of Award Shares shall be made by a letter to the proposed Beneficiary, specifying the number of Award Shares proposed to be granted and the applicable terms and conditions relating to the grant. Any Beneficiary who accepts the grant is required to undertake to hold the Award Shares on the terms and conditions of the grant. Upon acceptance of the grant of Award Shares by the Beneficiary, the Board will:

(a) give instructions to and inform the Trustee in writing of the following:
(i) the name, address, and passport/identity card number (or the number of such other personal identity document), together with a copy of the relevant personal identity document, of the Beneficiary and whether the Beneficiary is a connected person of the Company;
(ii) the number of Award Shares to be granted;
(iii) the Lock-up Period;
(iv) the conditions (if any) of the grant of Award Shares including, without limitation, the Lock-up Period and such other terms and conditions as may be imposed by the Board;
(v) whether the Award Shares referred to in (ii) above will be subscribed for, as the case may be, purchased by the Trustee; and
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LETTER FROM THE BOARD

(vi) the amount of cash to be made available to the Trustee to subscribe for and/or purchase, as the case may be, the number of Award Shares referred to in (ii) above; and
(b) procure the payment by the Company (or the relevant Subsidiary) of the amount of cash under sub-paragraph (a)(vi) above to the Trustee.

The Trustee will, within ten business days of receipt of the cash (or such other period as the Company and the Trustee may agree in writing), subscribe for and/or purchase, as the case may be, on behalf of the Beneficiaries, the relevant number of Shares for making grants under the Share Scheme.

(a) For grants to Beneficiaries who are not connected persons, the Trustee shall pursuant to the instructions of the Company, either (i) subscribe, on behalf of the Beneficiaries, for new Shares at nominal value from the Company; or (ii) purchase, on behalf of the Beneficiaries, Shares from the open market;
(b) For grants to Beneficiaries who are connected persons, the Trustee shall use the money to purchase, on behalf of the Beneficiaries, Shares from the market.

Any excess in the amount of cash made available to the Trustee pursuant to (a)(vi) above shall be returned by the Trustee within ten business days after completion of the relevant purchase. Where the amount of cash made available to the Trustee pursuant to (a)(vi) above is insufficient, the Trustee shall purchase the maximum number of board lots of Shares as is permissible and seek further funds from the Board until all the relevant Award Shares are fully purchased.

Grant of Award Shares to Connected Persons

For grants proposed to be made to Beneficiaries who are connected persons of the Company or the Subsidiaries, the relevant grant must be approved by the independent non-executive Directors (except where such connected person is an independent non-executive Director, in which case such Director shall abstain from such approval process), and if the proposed grant would result in the Shares purchased and to be purchased under the Share Scheme for the purpose of making grants to any such connected person during the 12-month period immediately preceding the date of such proposed grant exceeding 1% of the total issued share capital of the Company as at the date of such proposed grant, such proposed grant must be approved by the Shareholders in general meeting, at which the relevant connected person of such grant and his or her associates shall abstain from voting on the relevant resolution, in which case the Shareholders must vote on the proposed grant by way of poll.

Restrictions

No Shares shall be granted under the Share Scheme when any Director is in possession of any unpublished price sensitive information in relation to the Group or where dealings in Shares have been suspended or dealings in Shares by any Director are prohibited under any code or the

LETTER FROM THE BOARD

Listing Rules or any applicable legal or regulatory requirement from time to time. Without limiting the generality of the foregoing, no Shares shall be granted under the Scheme during the period commencing one month immediately preceding the earlier of the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the results of the Company for any year, half-year, quarterly or any other interim period and the deadline for the Company to publish an announcement of its results for any year, half-year, quarterly or any other interim period, and ending on the date of the relevant results announcement. The Trustee shall not purchase Shares from the market for the purpose of making grants of the Shares under the Share Scheme during such period, provided that the commencement date and end date of such period shall be notified by the Company to the Trustee by not less than 7 days’ prior written notice.

Vesting, Lock-up Period and Lapse

The Vesting Date of the Award Shares shall be the date of subscription for or purchase of (as the case may be) such Award Shares by the Trustee on behalf of the relevant Beneficiary.

The Award Shares granted will be subject to Lock-up Period of up to three years commencing from the relevant Vesting Date, which will vary from Beneficiary to Beneficiary. During the Lockup Period, the Beneficiaries will not be permitted to sell or otherwise dispose of or deal with the Award Shares (and the Related Income arising therefrom) and the Award Shares and the Related Income will be held in the custody of the Trustee as custodian on behalf of the Beneficiaries. Upon the expiry of the Lock-up Period, the Beneficiaries will be permitted to sell or otherwise dispose of the Award Shares and/or the Related Income through the Trustee in accordance with the terms of the Trust Deed.

All rights and benefits of a Beneficiary to the Award Shares and the Related Income relating thereto shall automatically lapse when the Beneficiary ceases to be an employee of the Group, at any time prior to the expiry of the relevant Lock-up Period, or where the Beneficiary is a third party service provider, it ceases to provide services prior to the expiry of the relevant contract with the Group, at any time prior to the expiry of the relevant Lock-up Period, or an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company), save that in the case when a Beneficiary dies, or retires at his/her normal retirement date or earlier by agreement prior to the expiry of the relevant Lock-up Period, the relevant Lock-up Period in respect of all the Award Shares and the Related Income shall be deemed to be expired on the day immediately prior to his/her death or retirement. In case there is no claim of the interests by the legal representative of the deceased beneficiary within two years of the death of the Beneficiary (or such longer period as the Trustee and the Board shall agree from time to time) or the Trust Period as defined in the Trust Deed (whichever is shorter), such interests shall be forfeited and cease to be transferable and shall be held as Returned Shares for the purposes of the Scheme.

LETTER FROM THE BOARD

If there occurs an event of change in control (as specified in the Takeovers Code) of the Company, whether by way of offer, merger, scheme of arrangement or otherwise, any Lock-up Period which any Award Shares relate shall be deemed to be expired on the date when such change in control event becomes or is declared unconditional.

Award Shares to be granted for free and form part of the Remuneration

The Award Shares to be granted to the Beneficiaries under the Share Scheme will be granted for free and will, including for the Directors, form part of their remuneration (being a discretionary bonus in the form of the grant of the Award Shares or a discretionary cash bonus satisfied in the form of the Award Shares).

Term of the Share Scheme

The Share Scheme has a term of 10 years commencing from the date on which it became effective and unconditional on 3 February 2005 and expiring on 2 February 2015.

Maximum Limit

During the term of the Share Scheme, the maximum number of Shares to be subscribed and/ or purchased by the Trustee, as the case may be, on behalf of the Beneficiaries, during:

(a) the period commencing from the Listing Date and ending on the date of the first annual general meeting of the Company thereafter (i.e. 8 June 2005) was 2% of the issued share capital as at the Listing Date (i.e. 136,788,000 Shares); and
(b) the period between each annual general meeting and the subsequent annual general meeting will be 2% of the issued shares capital as at the date of the earlier annual general meeting.

Alteration of the Share Scheme

The Share Scheme may be varied or altered in any respect by a resolution of the Board, provided that no alteration or variation shall be made which will adversely affect subsisting rights of any Beneficiary (present or future) except with the sanction of an ordinary resolution passed at a meeting of the shareholders of the Company.

Separate Mandate to Allotment and Issue of Shares

The Board will, from time to time, seek from the Shareholders in general meeting (voting by poll) a separate mandate for the purposes of allotting and issuing Shares under the Share Scheme, which mandate shall be subject to the maximum limit of 2% set out above and shall remain in effect until:

(a) the conclusion of the next annual general meeting;
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LETTER FROM THE BOARD

(b) the expiration of the period within which the next annual general meeting is required by any applicable law or the Articles to be held; and
(c) it is varied or revoked by an ordinary resolution of the Shareholders in general meeting,

whichever is the earliest. At the general meeting at which such mandate is sought, any proposed Beneficiaries to whom any Share is proposed to be granted under the Share Scheme by way of the allotment and issue of Shares to be effected pursuant to such mandate and his/her associates, shall abstain from voting on the relevant resolution(s) granting such mandate. In addition, the Company will, in the circular to the Shareholders convening the relevant general meeting, disclose the aggregate fair value of the new Shares that may be issued under the Share Scheme under that mandate, the dilution effect on the Shareholders and the details of any person who will be required to abstain from voting on the relevant resolution granting the mandate.

EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting is set out on pages 39 to 40 of this circular. At the Extraordinary General Meeting, an ordinary resolution will be proposed to approve the amendments to the Share Scheme.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Extraordinary General Meeting. Completion and return of the proxy form will not prevent Shareholders from attending and voting at the Extraordinary General Meeting in person if they so wish.

RIGHT TO DEMAND POLL

Article 76 of the Articles sets out the procedures by which Shareholders may demand a poll, and provides that, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded or otherwise required under the Listing Rules. A poll may be demanded by:

(i) the chairman of the meeting; or
(ii) at least five Members present in person or by proxy and entitled to vote; or
(iii) any Member or Members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than onetenth of the total voting rights of all Members having the right to attend and vote at the meeting; or
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LETTER FROM THE BOARD

(iv) any Member or Members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATIONS

The Board considers that the proposals mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends Shareholders to vote in favour of the resolution to be proposed at the Extraordinary General Meeting.

Yours faithfully For and on behalf of the Board

Chin Wai Leung, Samuel Chairman and Chief Executive Officer

11 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

12 January 2005 ============================================================(as amended by shareholder resolution dated [4 August] 2006)

FOXCONN INTERNATIONAL HOLDINGS LIMITED

POST-IPO SHARE SCHEME

12 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

		CONTENTS
SECTION				PAGE
1.	DEFINITIONS . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		1
2.	PURPOSE . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		2 ~~4~~
3.	TRUSTEE . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		3 ~~4~~
4.	DETERMINATION OF BENEFICIARIES . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . .		3 ~~5~~
5.	GRANT AND ACKNOWLEDGEMENT OF SHARES UNDER
	THE SCHEME SHARES . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		3 ~~5~~
6.	GRANT ~~G~~RANTS TO DIRECTORS, SENIOR MANAGEMENT
	AND CONNECTED PERSONS	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		5 ~~7~~
7.	MAXIMUM NUMBER OF SHARE GRANTS; SHAREHOLDER MANDATE . . . . . . . . . .				5 ~~8~~
8.	RESTRICTIONS ON PURCHASES BY TRUSTEE . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . .		6 ~~9~~
					=
9.	LOCK-UP AND VESTING . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		7 ~~9~~
	===========				=
10.	VOTING AND DIVIDENDS . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	8 ~~1~~2
				==
11.	PERSONAL RIGHTS; NO TRANSFERS; LIABILITY . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . .	8 ~~1~~2
				==
12.	DECISIONS ARE FINAL; ~~A~~L ~~T~~ERA ~~T~~ION OF ~~T~~HE SCHEME		. . . . . . . . . . . . . . . . . . . . . . . .	9 ~~1~~2
				==
13.	COSTS . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	9 ~~1~~2
				==
14.	GENERAL . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	9 ~~1~~3
				==
15.	CONFIDENTIALITY; DATA PRIVACY . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . .	10 ~~1~~4
				==
16.	EFFECTIVENESS AND TERM . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	10 ~~1~~4
				==
17.	TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME, ETC. . . . . .				15
	===============================================================			==
18.	GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS . . . . .			11 ~~1~~6
===				==
18.	AL ~~T~~ERA ~~T~~ION OF ~~T~~HE SCHEME	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		1~~1~~
19.	ALTERATION OF THE SCHEME	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .		16
	========================			==
20.	MISCELLANEOUS . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	11 ~~1~~6
===				==
SCHEDULE 1 FORM OF NOTICE OF AWARD . . . . . . . . . . . . . . . . . .			. . . . . . . . . . . . . . . . . . . . . . . .	13 ~~1~~8
				==
SCHEDULE 2 ACKNOWLEDGEMENT FORM . . . . . . . . . . . . . . . . . .			. . . . . . . . . . . . . . . . . . . . . . . .	15 ~~2~~0
				==

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APPENDIX

1. DEFINITIONS

FOXCONN INTERNATIONAL HOLDINGS LIMITED

(a company incorporated in the Cayman Islands with limited liability)

Post – IPO SHARE SCHEME

(Adopted by the shareholders of Foxconn International Holdings Limited on 1 December 2004 and by the Board on 12 January 2005 and amended by============== ===============================================shareholders’ resolution dated [4 August] 2006)

PREAMBLE

1.1 In this Scheme, the following expressions have the following meanings:

Articles of Association	the articles of association of the Company in force
	from time to time;
========== associates	==================================================== has the meaning ascribed to it in the Listing Rules;
Award Shares	means the number of Shares that each Proposed
	========= Beneficiary will be entitled to be granted under the
	Scheme, and shall include the Senior Award Shares;
	======
========================= Beneficiaries/Beneficiary	================================================ shall have the meaning as defined in clause 5.2;
======== Benefits	================================================ shall have the meaning as defined in clause 9.6;
Board	means the board of directors from time to time of
	the Company or a duly authorised committee thereof;
business day	any day (excluding Saturday) on which banks in Hong
	Kong generally are open for business and the Stock
	Exchange is open for the business of dealing in
	securities and the Shares;
	===============
===== CCASS	=================================================== the Central Clearing and Settlement System operated
	================================================= by Hong Kong Securities Clearing Company Limited;
Company	means Foxconn International Holdings Limited, a
	company incorporated in the Cayman Islands with
	limited liability;
connected persons	has the meaning ascribed to it in the Listing Rules;

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Employee	means any employee of the Company or any of its
	subsidiaries, but excluding any director or any other
	== member of senior management of the Company or
	======================== any of its subsidiaries;
Grantee	means any Employee or third party service provider
	===== who accepts the Of ~~f~~ er ~~o~~ffer of grant of Shares in
	accordance with the terms of the Scheme and, where
	the context so permits, a person or persons who is
	entitled to receive Shares and the Related Income
	======= ======================
	================ relating thereto in consequence of the death of the
	original Grantee;
Hong Kong	means the Hong Kong Special Administrative Region
	of the People’s Republic of China;
Listing Rules	== The Rules Governing the Listing Of of Securities on
	=== The Stock Exchange of Hong Kong Limited (as
	amended from time to time);
	===========================
Lock-up Period	shall have the meaning as defined in par ~~a~~ ~~g~~ ~~r~~ ~~a~~ ~~p~~h 8.~~1~~
	clause 9.1;
	===========
= Proposed Beneficiaries/	========= shall mean the proposed persons person(s) to be
==================== Proposed Beneficiary	entitled to receive Shares under the Scheme and shall
	include Proposed Senior Beneficiaries; and
============================== Proposed Senior Beneficiaries/	=================================================== shall have the meaning as defined in clause 6.1(b);
=========================== Proposed Senior Beneficiary
Related Distributions	means all distributions in the form other than cash
=====================	===================================================
	================================================= or Shares declared and distributed by the Company
	================================================= in respect of any Award Share (including nil paid
	============================================== rights, bonus warrants, non-cash and non-scrip
	================================================== distributions) held upon the Trust not sold by the
	Trustee in accordance with the terms of the Scheme
	==================================================
	and remain valid under the terms and conditions
	===============================================
	attached thereto;
	=================
============== Related Income	============================================= means all income derived from any Award Share
	=================================================== (including, but not limited to, dividends and other
	===================================================== cash distributions, any bonus Shares and scrip Shares
	=================================================== received in respect of the Award Share) held by the
	===================================================== Trust. For the avoidance of doubt, excluding nil paid
	============================================== rights, bonus warrants, non-cash and non-scrip
	distributions or Residual Cash;
	===============================

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============= Residual Cash	================================================= means cash remaining in the Trust Fund in respect
	============================================= of any Award Share (including interest income
	==================================================== derived from deposits maintained with licensed banks
	=========================================== in Hong Kong, cash income and sale proceeds
	==================================================== (including the cash proceeds of sale of non-cash and
	=================================================== non-scrip distributions declared and distributed by
	================================================ the Company in respect of Award Shares held upon
	the Trust));
	============
Returned Shares	means such Award Shares and Related Income
===============	==========================================
	======================================================= relating thereto which are forfeited in accordance with
	the terms of the Scheme (whether as a result of a
	=================================================
	==================================================== Total Lapse or otherwise), the Related Distributions
	================================================= of such Award Shares, or such Shares being deemed
	to be Returned Shares in accordance with the terms
	==================================================
	of the Scheme and the cash distribution and dividends
	=====================================================
	================================================== declared and distributed by the Company in respect
	of the Returned Shares;
	=======================
Scheme	means this share scheme, as the same may be
	amended from time to time;
=================== Senior Award Shares	=================================================== shall have the meaning as defined in clause 6.1(b);
Shares	means shares of US$0.04 each in the share capital of
	the Company (or of such other nominal amount as
	may result from a sub-division, consolidation,
	reclassification or reconstruction of such share capital
	from time to time) that are listed on the Stock
	Exchange, at the discretion of the Board ~~;~~
Stock Exchange	means The Stock Exchange of Hong Kong Limited;
subsidiary	means a company which is for the time being and
	from time to time a subsidiary (within the meaning
	of section 2(4) of the Companies Ordinance of Hong
	Kong (Chapter 32 of the Laws of Hong Kong)) of
	the Company whether incorporated in Hong Kong,
	the Cayman Islands or elsewhere;

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third party service provider

third party service provider	any advisor or consultant to the Company or any of
	its subsidiaries, including any employee of Hon Hai
	Precision Industry Company Limited or any of its
	subsidiaries (other than the Company and its
	subsidiaries), provided, however, that (i) such advisor
	or consultant is a natural person and provides bona
	fide services to the Company or any of its
	==== subsidiaries, (ii) the services provided by the ~~s~~uch
	advisor or consultant are not in connection with the
	offer or sale of securities in a capital-raising
	transaction of the Company and (iii) such advisor or
	============== consultant, or the services provided by him or her,
	do not directly or indirectly make a market for the
	Company’s securities; an~~d~~
=========== Total Lapse	================================================ shall have the meaning as defined in clause 9.4;
===== Trust	======================================== the trust constituted by the Trust Deed;
========== Trust Deed	================================================== a trust deed to be entered into by the Company and
	================================================== the Trustee (as restated, supplemented and amended
	from time to time);
	===================
========== Trust Fund	=== (a) ======================================== all Shares acquired or subscribed by the
	============================================== Trustee pursuant to the Scheme for the purpose
	=============================================== of the Trust out of cash paid to the Trustee by
	============================================= way of settlement or otherwise contributed by
	=========================================== the Company, and all Residual Cash, Related
	Income and Related Distributions of, and such
	=============================================
	============================================= other scrip income (including but not limited
	============================================ to bonus Shares and scrip dividends declared
	============================================= by the Company) derived from, the Shares held
	================= by the Trust; and
	=== (b) ====================================== all other properties from time to time
	======================= representing (a) above;
======= Trustee	============================================= Bank of East Asia (Trustees) Limited, and any
	===================================================== additional or replacement trustees, being the trustee
	===================================================== or trustees for the time being of the trusts declared
	in the Trust Deed;
	==================
US$	======================== means United States dollars. ~~,~~the lawful currency of
	the United States of America; and
	=================================
============ Vesting Date	================================================ shall have the meaning as defined in clause 9.1.

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2. PURPOSE

The shareholders and the Board of the Compan ~~y~~ have determined to establish the Scheme in connection with the Company’s intention to list its Shares on the Stock Exchange (the Listing ). The purpose of the Scheme is to attract skilled and experienced personnel, to incenti ~~v~~ ise = ~~p~~ ======rovide incentives to============= them to remain with the Company, and to give effect to the Company’s customer-focused corporate culture and to motivate them to strive for the future development and expansion of the Company and its subsidiaries by providing them with the opportunity to acquire equity interests in the Company.

3. TRUSTEE

3.1 In order to facilitate the implementation of the Scheme, a tr ~~u~~ stee to be a ~~p~~ pointed b ~~y~~ the Compan ~~y~~ (the ~~Tru~~ stee ~~)~~ will enter into a tr ~~u~~ st deed ( ~~t~~ he Trust Deed) with =is entered into by================= the Company in r ~~e~~ lation to= ~~a~~ ==nd the Sc ~~h~~ eme= ~~T~~ ======rustee, in accordance with which the Trustee shall hold and deal with the Trust Fund (including, without limitation, all Award Shares============================================== ===== acquired or subscribed by it for the purposes of the Scheme) pursuant to the terms of the============= ============================== Trust Deed. ===========
3.2 The powers of the Trustee will be limited as set forth in the Trust Deed.
3.3 =====================================================================================The Scheme shall be subject to the administration of the Board in accordance with the Scheme terms hereof. ====================

4. DETERMINATION OF BENEFICIARIES

4.1 An ~~y~~ dir ~~e~~ ctor of the Compan ~~y~~ can be a ~~p~~ pointed=Subject to clause 6, the Board may propose====== ============================== ===or determine as to which Employees and = ~~,~~ ======================================================= directors or other members of senior management of the ======================Company or any of its subsidiaries or any third party service providers should=================== = ~~s~~ ====hall be entitled to receive grants of Shares under the Scheme, together with the number of Shares to which each such Employee and = ~~,~~ =====================================================================director or member of senior management of the Company or any of its subsidiaries or third party service============== provider should= ~~s~~ ====hall be entitled. Ho ~~weve~~ r ~~,~~ with r ~~ega~~ r ~~d~~ to an ~~y~~ pr ~~o~~ posed gr ~~a~~ nt to an ~~y~~ director or other senior mana ~~ge~~ ment of the Compan ~~y,~~ suc ~~h~~ pr ~~o~~ posal from the senior manag ~~e~~ ment of the Compan ~~y~~ or an ~~y~~ of its subsidiar ~~i~~ es shall be sent to the r ~~e~~ m ~~u~~ ner ~~at~~ ion committee of the Compan ~~y~~ (the =and make the relevant==================== ======================================================================================================grant of Shares to the Beneficiaries under the Scheme subject to such conditions as the Board may deem ===============================appropriate at its discretion. Remuneration Committee ). Upon receipt of such proposal, the Remuneration Committee will:

====================

(a ~~)~~ consider whether to accept the proposal from senior management (with or without amendments); and
(b ~~)~~ if the proposal is accepted (with or without amendments), select from among the proposed dir ~~e~~ ctors or other senior mana ~~ge~~ ment those persons w ~~h~~ o will be entitled to r ~~e~~ cei ~~ve~~ Shar ~~e~~ s under the Scheme (each, a ~~P~~ roposed Senior Beneficiary ~~)~~ , determine the number of Shares tha ~~t~~ eac ~~h~~ Pr ~~o~~ posed Senior Benef ~~i~~ ciar ~~y~~ will be entitled to be g ~~ra~~ nted (in r ~~e~~ spect of eac ~~h~~ Pr ~~o~~ posed Senior Benef ~~i~~ ciar ~~y,~~ the Senior ~~Awa~~ r ~~d~~ Shar ~~e~~ s ~~)~~ and infor ~~m~~ the Boar ~~d.~~
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4.2 T ~~h~~ e selection of Pr ~~o~~ posed Senior Benef ~~i~~ ciar ~~i~~ es and determina ~~t~~ ion of the number of Senio ~~r~~ A ~~wa~~ r ~~d~~ Shar ~~e~~ s to w ~~h~~ ic ~~h~~ eac ~~h~~ Pr ~~o~~ posed Senior Benef ~~i~~ ciar ~~y~~ will be entitled will be made pur ~~s~~ uant to a resolution of the Remuneration Committee.

5. GRANT AND ACKNOWLEDGEMENT OF SHARES UNDER THE SCHEME SHARES =============

5.1 The Company will notify each relevant Proposed Beneficiary of its entitlement to Award Shares by way of a notice in substantially the form set out in Schedule 1 (each, a Notice of Award ).
5.2 Upon the receipt by the Company, by no later than thirty (30) days after the delivery of the Notice of Award, of a duly completed acknowledgement form in substantially the form set out in Schedule 2 (each, an Acknowledgement Form ) from a Proposed Beneficiary (each Proposed Beneficiary who so returns an acknowledgement form, a Beneficiary ============and together
====the =============Beneficiaries ), pursuant to which the Beneficiary will agree to the terms and conditions of the Notice of Award and the Scheme, an ~~y~~ dir ~~e~~ ctor a ~~p~~ pointed b ~~y~~ the Company will:
(a) give instructions to and inform the Trustee in writing of the following:==========
- (i) the name, address, and passport/identity card number (or the number of such================================================================== ================================================================================other personal identity document), together with a copy of the relevant personal ==================identity document, of the Beneficiary and whether the Beneficiary is a connected person (as suc ~~h~~ ter ~~m~~ is def ~~i~~ ned in the Listing Rules) =of the Company;=
- (ii) the number of Award Shares to be granted to that Beneficiary;
- (iii) =====================================================the Lock-up Period(s) applicable to that Beneficiary;
- (iv) (iii) ~~t~~ he conditions (if any) of the grant of Award Shares, including, without limitation, as to v ~~e~~ sting; = ~~t~~ ====================he Lock-up Period(s) and such other terms and====================
- ==========================================conditions as may be imposed by the Board;
- (v) ================================================================================whether the Award Shares referred to in (ii) above will be subscribed for or, as ==============================================the case may be, purchased by the Trustee; and
- (vi) (i ~~v~~ ) ~~t~~ he amount of cash to be made available to the Trustee to subscribe for and/or purchase, as the case may be, the number of Award Shares referred to in========== ==============
- ===========(ii) above; and
(b) procure the payment by the Company (or the relevant subsidiary of the Company, as=== the case may be) to the Trustee of the amount of cash under parag ~~ra~~ ph= ~~c~~ =====lause 5.2(a)(i ~~v~~ = ~~v~~ =i).
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5.3 Within f ~~ive~~ = ~~t~~ ==en (5= ~~1~~ =0) business days (or such other period as the Company and the Trustee may agree in writing) after the receipt of the cash payment under paragraph========== =clause 5.2(b):=====
(a) for the purposes of granting Award Shares to Beneficiaries who are not connected persons of the Company:
- (i) ===(a) the Trustee shall subscribe on behalf of the relevant Beneficiary for new======== =====Award Shares at par value; and
  - (ii)= ~~(~~ ==b) the Company shall (1) allot new Shares, fully-paid or credited as fully================================= =====paid, at par value to the Benef ~~i~~ ciar ~~i~~ es=Trustee (on behalf of the======================== ============Beneficiary) and (2) procure a share cer== ~~t~~ if ~~i~~ ca ~~t~~ es =certificate(s) referred to========================= =======in (1) to be issued in the name of HKSCC Nominees Limited = ~~t~~ ==========he Trustee ====================(or its nominee(s)) and to be deposited into the Central Clearing and Settlement System (CCASS) oper ~~at~~ ed b ~~y~~ Hong K ~~o~~ ng Secur ~~i~~ ties Clearin ~~g~~ Compan ~~y~~ Limited f ~~o~~ r cr ~~e~~ dit to the CCASS par ~~t~~ icipant account of ~~,~~ o ~~r~~ designa ~~t~~ ed b ~~y,~~ the ~~Tru~~ stee; and/or = ~~a~~ ====================================ccount as designated by the Trustee; or ==
- (ii) ============================================================================subject to clause 8, the Trustee shall purchase the relevant Award Shares on ================================================================================behalf of the relevant Beneficiary in the open market (if any) at the prevailing ==================================================================================market price reasonably obtainable by it and procure that the share certificate(s)
- =========================================================================in respect of such Award Shares be deposited into CCASS for credit to the ================================================================CCASS participant account of, or designated by, the Trustee; and
(b) for the purposes of granting Award Shares to Beneficiaries who are connected persons of the Company, subject to par ~~a~~ g ~~rap~~ h=clause 8, the Trustee shall purchase the relevant===== ============ ======Award Shares on behalf of the Beneficiary in the open market (if any) at the bes========= ~~t~~ ==================prevailing market price reasonably obtainable by it and procure that the share cer ~~t~~ if ~~i~~ ca ~~t~~ es= ~~c~~ =============ertificate(s) in respect of such Award Shares be deposited into CCASS for credit to the CCASS participant account of, or designated by, the Trustee.

=============================================================================================For the avoidance of doubt, the Trustee shall be entitled to rely on the written instructions

==========================================================================================given by the Company under clause 5.2(a)(i), without further enquiry, to determine whether ===========================================================================================or not any Beneficiary is a connected person of the Company, unless notified by the Company ===========================in writing to the contrary.

5.4 The Trustee shall:
(a) dur ~~i~~ ng the Lock-up P ~~e~~ r ~~i~~ od applica ~~bl~~ e to the ~~Awa~~ rd Shar ~~e~~ s, ~~h~~ old all Award Shares acquired or subscribed by it under paragraph============== = ~~c~~ =====lause 5.3 not forfeited or lapsed or========================== =============================================otherwise being deemed to be Returned Shares in its custody as custodian on behalf of the Beneficiaries pursuant to the terms of the Scheme; and===================================
(b) after the e ~~x~~ piry of the r ~~e~~ le ~~va~~ nt Loc ~~k~~ -up P ~~e~~ r ~~i~~ od applica ~~bl~~ e to the ~~Awa~~ r ~~d~~ Shares, ~~d~~ eal with the Award Shares in accordance with the instructions ~~t~~ erms of the Benef ~~i~~ ciar ~~i~~ e ~~s~~ =====
Scheme and the terms of the Trust Deed. ======
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5.5 If the Company does not receive a properly completed Acknowledgement Form from any =========Proposed Beneficiary within thirty (30) days after the delivery of the Notice of Award to=== =========================such Proposed Beneficiary, the grant of the Award Shares to such Proposed Beneficiary============================ shall be deemed to have lapsed and the Trustee shall not be required to acquire any Award==== Shares for such Proposed Beneficiary in accordance with par============================== ~~agrap~~ h=clause 5.3.=====
5.6 T ~~h~~ e ~~Awa~~ r ~~d~~ Shares will be g ~~ra~~ ntedWithout prejudice to clause 9.3, the Beneficiaries f================= ============ ~~o~~ r fr ~~e~~ e ====================================================================will not bear the cost of the subscription or purchase of the Award Shares.======
5.7 No grant of Shares shall be g========= r ~~a~~ nted= ~~m~~ ===ade under the Scheme after a pr ~~i~~ ce sensiti ~~ve~~ e ~~ve~~ nt has occur ~~re~~ d or a pr ~~i~~ ce sensiti ~~ve~~ ma ~~t~~ ter has been the subject of a decision until suc ~~h~~ =when any======= ===========================================================director of the Company is in possession of any unpublished price sensitive information has been announced pur ~~s~~ uant to the r ~~e~~ quirements of the Listing Rules and, in par ~~t~~ icular ~~,~~ = ~~i~~ =n
========================================================================================relation to the Company or any of its subsidiaries or where dealings in Shares have been =======================================================================================suspended or dealings in Shares by any director of the Company are prohibited under any ==========================================================================================code or requirement of the Listing Rules or any applicable legal or regulatory requirement =====================================================================from time to time. Without limiting the generality of the foregoing, no grant of Shares shall========= be g ~~ra~~ nted =made under the Scheme at any time during the period:=================================
(a) commencing one month immediately preceding the earlier of:
- (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period; and
- (ii) the deadline for the Company to publish an announcement of its results for any year, half-year, quarterly or any other interim period; and
(b) ending on the date of the r ~~e~~ specti ~~ve~~ relevant results announcement.
```
 - ========
```

5.8 =========================================================================================Any excess in the amount of cash made available by the Company to the Trustee pursuant to =======================================================================================clause 5.2(a)(vi) for the purpose of the purchase of, Award Shares to which such amount ==============================================================================================relates shall be returned by the Trustee within ten (10) business days after completion of the ========================================================================================relevant purchase. Where the amount of cash made available by the Company to the Trustee ==============================================================================================pursuant to clause 5.2(a)(vi) is not sufficient to purchase all the relevant Award Shares, the ======================================================================================Trustee shall purchase the maximum number of board lots of Shares as is permissible by such amount of cash available and seek further funds from the Board until all the relevant ========================================================================================== ===========================Award Shares are purchased.

6. GRANT= G =====RANTS TO DIRECTORS, SENIOR MANAGEMENT AND CONNECTED PERSONS=========================================

6.1 With regard to any proposed grant of Shares under the Scheme to any director or other===================================================================================== ======================================================================================senior management of the Company or any of its subsidiaries, a proposal from the Board ========================================================================================shall be sent to the remuneration committee of the Company (the Remuneration Committee ). ================================================================Upon receipt of such proposal, the Remuneration Committee shall:

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(a) ====================================================================================consider whether to accept the proposal from the Board (with or without amendments); and
===

(b) ===============================================================================if the proposal is accepted (with or without amendments), select from among the ==========================================================================proposed directors or other senior management of the Company or any of its ==================================================================================subsidiaries those persons who will be entitled to receive Shares under the Scheme =============================================================================(the Proposed Senior Beneficiaries , and each, a Proposed Senior Beneficiary ), =====================================================================================determine the number of Shares that each Proposed Senior Beneficiary will be entitled ===============================================================================to be granted (in respect of each Proposed Senior Beneficiary, the Senior Award =============================Shares ) and inform the Board.

===6.2 ========================================================================================The selection of Proposed Senior Beneficiaries and determination of the number of Senior ====================================================================================Award Shares to which each Proposed Senior Beneficiary will be entitled will be made =======================================================pursuant to a resolution of the Remuneration Committee.

===6.3 6.1 = ~~I~~ ===================================================================n addition to the requirements set out in clause 6.1, any proposed F ~~o~~ r g ~~ra~~ nts of Shar ~~es~~ pr ~~o~~ posed to be made to Benef ~~i~~ ciar ~~i~~ es w ~~h~~ o ar ~~e~~ e ~~xe~~ cuti ~~ve~~ or non-e ~~xe~~ cuti ~~ve~~ dir ~~e~~ ctors (othe ~~r~~ than inde ~~p~~ endent non-e ~~xe~~ cuti ~~ve~~ dir ~~e~~ ctor ~~s~~ ) of the Compan ~~y~~ or a dir ~~e~~ ctor of an ~~y~~ of the Compan ~~y~~ ’ ~~s~~ subsidiar ~~i~~ es, the r ~~e~~ le ~~va~~ nt g ~~ra~~ nt = ~~g~~ ================================================rant of Shares under the Scheme to any connected =============================================================person in relation to the Company or any of its subsidiaries must be approved by the independent non-executive directors of the Company (except where such connected person=================================== ==========================================================================================is an independent non-executive director of the Company, in which case such director shall ===========================abstain from such approval process).========

6.4 6.2 If = ~~I~~ ========================================================n addition to the requirements set out in clause 6.3, if any proposed grant of Shares =======================================================================================to any connected person in relation to the Company or any of its subsidiaries under the Scheme would result in the total number of Shares issued and to be issued under the ======= ================ Sc ~~h~~ eme for the pur ~~p~~ ose of making gr ~~a~~ nts to an ~~y~~ such dir ~~e~~ ctor in = ~~b~~ ====================eing granted to such ========================connected person during the 12-month period up to and including = ~~i~~ ====================mmediately preceding the date of the= ~~s~~ ===uch proposed grant r ~~ep~~ r ~~e~~ senting in a ~~ggrega~~ te o ~~ve~~ r = ~~e~~ ========xceeding 1% of the Shar ~~e~~ s in issue = ~~t~~ =========================================otal issued share capital of the Company as at the date of the= ~~s~~ ===uch proposed grant, the = ~~t~~ ==================hen such proposed grant must be approved by the shareholders of the Company in general meeting, with an ~~y~~ e ~~xe~~ cuti ~~ve~~ or non-e ~~xe~~ cuti ~~ve~~ dir ~~e~~ ctor of the Compan ~~y~~ w ~~h~~ o i ~~s~~ both a shar ~~e~~ holder of the Compan ~~y~~ and the pr ~~o~~ posed Grantee of the Shar ~~e~~ s a ~~b~~ staining= ~~a~~ =t ======which such connected person and his associates shall abstain from voting.========================================

6.5 6.3 ~~I~~ f any e ~~xe~~ cuti ~~ve~~ or non-e ~~xe~~ cuti ~~ve~~ dir ~~e~~ ctor of the Compan ~~y~~ = ~~c~~ ===========================onnected person in relation ============================================================to the Company or any of its subsidiaries or his associates is required to abstain from voting on a proposed grant under par ~~agr~~ a ~~p~~ h= ~~c~~ =====lause 6.2,= ~~6~~ ===.4, the shareholders of the Company must vote on the proposed grant by way of poll.

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7. MAXIMUM NUMBER OF SHARE GRANTS; SHAREHOLDER MANDATE

7.1 The maximum number of Shares to be subscr ~~i~~ bed and/or pur ~~c~~ hased b ~~y~~ the ~~Tr~~ ustee ~~,~~ as the case ma ~~y~~ be ~~,~~ on behalf of the Benef ~~i~~ ciaries, for the pur ~~p~~ ose of g ~~r~~ anting Shar ~~e~~ s= ~~g~~ =========ranted by
===========the Company under the Scheme during:
(a) the period commencing from the date of Listing on the Stock Exchange (the Listing Date ) and ending on the date of the first annual general meeting of the Company thereafter granting = ~~a~~ ========t which the separate mandate referred to in paragraph= ~~c~~ =====lause 7.2 below is granted will be 2% of the Company’s issued share capital as at the Listing=========== Date; and
(b) the period between one= ~~e~~ ===ach annual general meeting and the subsequent annual general meeting will be 2% of the Company’s issued share capital as at the date of the earlier annual general meeting.
7.2 F ~~o~~ r the pur ~~p~~ oses of allotting and issuing Shares under the Sc ~~h~~ eme, the= ~~T~~ ==he Board will, from====== =============time to time, seek from the Company’s shareholders in general meeting (voting by poll) a separate mandate which will specify the maximum number of Shares which may be allotted and issued f ~~o~~ r the pur ~~p~~ ose of g ~~r~~ anting Shar ~~e~~ s under the Scheme ~~. T~~ his se ~~p~~ ar ~~a~~ te manda ~~t~~ e will only = ~~f~~ =====================================================================================or the purposes of allotting and issuing Shares under the Scheme, which mandate shall ===============================================be subject to the provisions of clause 7.1 and shall remain in effect until the earliest of:=====
(a) the conclusion of the Company’s next annual general meeting;
(b) the expiration of the period within which the Company’s next annual general meeting is required by any applicable law or its Articles of Association to be held; and
(c) it is varied or revoked by an ordinary resolution of the Company’s shareholders in general meeting.

At the general meeting at which the se ~~p~~ ara ~~t~~ e = ~~s~~ ====uch mandate is sought, any shar ~~e~~ holder of the Compan ~~y~~ w ~~h~~ o is entitled to r ~~e~~ cei ~~ve~~ g ~~ra~~ nts thr ~~o~~ ugh the subscription b ~~y~~ the ~~Tru~~ stee ~~,~~ on its behalf ~~,~~ f ~~o~~ r ne ~~w~~ Shar ~~e~~ s under the Sc ~~h~~ eme ~~,~~ inc ~~l~~ uding suc ~~h~~ shar ~~e~~ holder ~~s~~ being mana ~~g~~ emen ~~t~~ member ~~s~~ and emplo ~~ye~~ es of the Compan ~~y~~ or its subsidiar ~~i~~ es (b ~~u~~ t e ~~x~~ c ~~l~~ uding, f ~~o~~ r the a ~~vo~~ idance of doubt, dir ~~e~~ ctor ~~s~~ of the Compan ~~y~~ or an ~~y~~ of its subsidiar ~~i~~ es, w ~~h~~ o will not be entitled under the Sc ~~h~~ eme to r ~~e~~ cei ~~ve~~ g ~~ra~~ nts of Shar ~~e~~ s through subscription b ~~y~~ the ~~Tr~~ ustee f ~~o~~ r ne ~~w~~ Shar ~~e~~ s), will = ~~P~~ ================================================================================roposed Beneficiary to whom any Share is proposed to be granted under the Scheme ===========================================================================================by way of the allotment and issue of Shares to be effected pursuant to such mandate and his associates shall abstain from voting on the relevant resolution(s) granting the= ~~s~~ ===uch mandate.

7.3 the= ~~T~~ ==he Company will, in the circular to its shareholders convening the relevant general meeting, disclose the aggregate fair value of the new Shares that may be issued under the==== Scheme under the separate mandate, the dilution effect on its shareholders, the lik ~~e~~ ly impac ~~t~~ of emplo ~~ye~~ e costs on the Compan ~~y~~ and its subsidiar ~~i~~ es if suc ~~h~~ Shar ~~e~~ s wer ~~e~~ issued at th ~~e~~ estima ~~t~~ ed f ~~a~~ ir v ~~a~~ lue ~~,~~ and the f ~~a~~ ct tha ~~t~~ its shar ~~e~~ holder ~~s~~ w ~~h~~ o are also benef ~~i~~ ciar ~~i~~ es under the Sc ~~h~~ eme w ~~o~~ uld = ~~a~~ ==================================nd details of any person who will be required to abstain from voting on the===
================================relevant resolution(s) granting the mandate.
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8. RESTRICTIONS ON PURCHASES BY TRUSTEE

8.1 The Trustee will not purchase Shares from the market for the purpose of making grants of Shares under the Scheme after a pr ~~i~~ ce sensiti ~~ve~~ e ~~ve~~ nt has occur ~~re~~ d or a pr ~~i~~ ce sensiti ~~ve~~ ma ~~t~~ ter has been the subject of a decision until, in each case, suc ~~h~~ pr ~~i~~ ce sensiti ~~ve~~ inf ~~o~~ rma ~~t~~ io ~~n~~ has been announced pur ~~s~~ uant to the r ~~e~~ quir ~~e~~ ments of the Listing Rules and ~~,~~ in par ~~t~~ icular ~~,~~ th ~~e~~ T ~~ru~~ stee will not purc ~~h~~ ase Shar ~~e~~ s fr ~~o~~ m the mar ~~ke~~ t ~~d~~ uring the period:
(a) commencing one month immediately preceding the earlier of:
- (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period; and
- (ii) the deadline for the Company to publish an announcement of its results for any year, half-year, quarterly or any other interim period; and
(b) ending on the date of the relevant results announcements,=========

========================================================================================provided that the commencement date and end date of such period shall have been notified ===============================================================================by the Company to the Trustee by not less than 7 days’ prior notice in writing.

9. LOCK-UP AND VESTING

===========

9.1 =========================================================================================The Award Shares (and the Related Income arising therefrom), or any part thereof, held by ======================================================================================the Trustee upon the Trust and which are referable to a Beneficiary are vested in that =========================================================================================Beneficiary on the date of subscription or purchase of such Award Shares (as the case may ==============================================================================be) by the Trustee on behalf of the relevant Beneficiary (the “ Vesting Date ”). Beneficiaries will not be permitted to sell or otherwise dispose of or deal with some or all their Award======================== Shares (and the Related Income arising therefrom) during the period of up to three years,========================================== which will vary from Beneficiary to Beneficiary as to be determined by the Board and=== =======================================communicated to the Trustee in writing, commencing from the date of grant (in respect of each Beneficiary, the “= Lock-up Period =”).

9.2 The Trustee shall, in respect of any Beneficiary, during the applicable Lock-up Period:==============================
(a) hold all such Award Shares and Related Income in its custody on behalf of th===== =================== ~~e~~ Benef ~~i~~ ciar ~~i~~ es= ~~s~~ ================uch Beneficiary; and
(b) shall ~~e~~ nsure that no part of the legal and benef ~~i~~ cial ~~i~~ nterest in all such Award Shares ===================and Related Income is sold or otherwise disposed of by the Benef ~~i~~ ciar ~~i~~ es= ~~s~~ ===uch ============Beneficiary.
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9.3 At= ~~N~~ ===============================================otwithstanding the provisions of clause 9.7, at any time after the expiry of the applicable Lock-up Period for the relevant Award Shares of any Beneficiary, eac================================================ ~~h~~ = ~~s~~ ===uch Beneficiary shall be entitled to cause the sale or other disposal of some or all of its=such Award Shares===
======================================and/or Related Income relating thereto by giving instructions in writing to the Company (or to such other the Compan ~~y d~~ esignee of the Company as may be notified to the Beneficiary============== in writing by the Company for such purpose) and, upon the receipt of such instructions by the Company (or its designee), the Company shall procure the Trustee, by giving instructions========================
==========================in writing to the Trustee, to sell or otherwise dispose of such Award Shares, and to = ~~a~~ =====nd/or =====================================================================================Related Income in open market (if any) at the then prevailing market price reasonably ==============obtainable by the Trustee, and account to the Beneficiary for any net proceeds of such sale================= ==== or disposal, in accordance with the Beneficiary’s instructions and the terms of the Trust Deed. The Trustee shall be entitled to make the following deductions from the proceeds of such sale or disposal of the Award Shares and/or Related Income relating thereto, in====================================== accordance with the terms of the Trust Deed:
(a) any brokerage, transaction levy, investor compensation levy and Stock Exchange trading fee payable by the Beneficiary to the Trustee (or other person effecting the sale or disposal of the Award Shares and/or Related Income for and on behalf of the Trustee);======================================================
(b) any stamp duty payable by the Beneficiary; and
(c) any amount as may be notified to the Trustee in writing by the Company (or its designee) to be withheld from the proceeds for the purpose of paying on behalf of the Beneficiary any income or other tax payable by the Beneficiary,

in respect of the sale or disposal of the= ~~s~~ ===uch Award Shares and/or Related Income. In respect=============================== ============================================================================================of amounts withheld for the purposes of clause 9.3(c), the Trustee will pay all such amounts ===================================================================================withheld to the Company within ten (10) business days of such deduction being made.

9.4 Notwithstanding the provisions of par ~~agrap~~ hs= ~~c~~ ======lauses 9.1 and 9.2, in the event that a Beneficiary ceases to be an employee of the Company or any of its subsidiaries or, where the Beneficiary is a third party service provider, it ceases to provide services prior to the expiry of the relevant contract between the Beneficiary and the Company or its subsidiary, at any time prior to the sale or disposal of all of its Award Shares or Related Income relating==========================
=======thereto, but onl ~~y~~ if the a ~~p~~ plica ~~bl~~ e =on or after the expiry of the relevant Lock-up Period ha====================================== ~~s~~ e ~~x~~ pir ~~e~~ d), the Beneficiary shall be deemed to have given instructions in writing to the Company to sell all of its Award Shares and Related Income relating thereto and the Company shall=================================== procure the Trustee, by giving instructions in writing to the Trustee, to sell all of the=================================================== Beneficiary’s Award Shares and Related Income relating thereto in open market (if any) at=============================================================
=====================================================================the then prevailing market price reasonably obtainable by the Trustee, and account to the Beneficiary for the net proceeds of such sale, in accordance with par ~~ag~~ r ~~ap~~ h= ~~c~~ =====lause 9.3. In the case where the applicable Lock-up Period has not expired, the Beneficiary shall be deemed to have waived all its rights and benefits to the Award Shares and the Related Income============= ======================
=================relating thereto and the Trustee shall pr ~~o~~ mptly = ~~w~~ ==========ithin ten (10) business days from the day of================================= =================================================receiving the notice in writing from the Company sell such Award Shares and Related====== ===========
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=======Income in ordinar ~~y~~ mar ~~ke~~ t tr ~~a~~ nsactions= ~~o~~ =================================================pen market (if any) at the then prevailing market ==========================================price reasonably obtainable by the Trustee and remit the net proceeds to the Company.] ==== = ~~I~~ =n =====================================================================================addition, where an order for the winding-up of the Company is made or a resolution is =======================================================================================passed for the voluntary winding-up of the Company (otherwise than for the purposes of, ===========================================================================================and followed by, an amalgamation or reconstruction in such circumstances that substantially =======================================================================================the whole of the undertaking, assets and liabilities of the Company pass to a successor ==========================================================================================company) (each of these, an event of “ Total Lapse ”), the Beneficiary shall cease forthwith =======================================================================================to be entitled to the Award Shares and Related Income relating thereto then held by the ===================================================================================Trustee, and the same shall be deemed to be Returned Shares for the purposes of the Scheme. =======

9.5 ===========================================================================================Notwithstanding the provisions of clauses 9.1 and 9.4, in respect of a Beneficiary who died ===========================================================================================or retired at his normal retirement date or earlier by agreement with the Company or any of =============================================================================================its subsidiaries at any time prior to the expiry of the relevant Lock-up Period, the relevant =========================================================================================Lock-up Period in respect of all the Award Shares and the Related Income relating thereto ===========================================================================================of that Beneficiary shall be deemed to be expired on the day immediately prior to his death =======================================================================================or retirement at his normal retirement date or at an earlier date by agreement with the ===================================Company or any of its subsidiaries.

9.6 ===========================================================================================In the event of the death of a Beneficiary, the Trustee shall hold the Award Shares and the =========================================================================================Related Income relating thereto (hereinafter referred to as “ Benefits ”) on trust and will ==========================================================================================transfer the same to the legal personal representatives of the Beneficiary, and subject as ==========================================================================================aforesaid and without prejudice to all applicable regulations, ordinances or statutes, the =========================================================================================Trustee shall hold the Benefits or so much thereof as shall not be transferred or applied ========================================================================================under the foregoing powers within (i) two years of the death of the Beneficiary (or such ============================================================================================longer period as the Trustee and the Board shall agree in writing from time to time) or (ii) =============================================================================================the Trust Period as defined in the Trust Deed (whichever is the shorter) whereupon, or if the Benefits would otherwise become bona vacantia, the Benefits shall be forfeited and cease to =========================================================================================== be transferable and such Benefits shall be deemed and held as Returned Shares for the ===================================================================================== ========================================================================================purposes of the Scheme. Notwithstanding the foregoing, the Benefits held upon the trusts ===========================================================================================hereof shall until transfer be retained and may be invested and otherwise dealt with by the ===============================================Trustee subject to the terms of the Trust Deed.

9.7 =============================================================================================Except in the circumstances as set out in clause 9.5 in respect of the death of a Beneficiary ============================================================================================or retirement of a Beneficiary at his normal retirement date or an earlier date by agreement ==============================================================with the Company or any of its subsidiaries, or a Total Lapse,

(a) ================================================================================unless otherwise agreed between the Board and the Trustee, not less than one (1) ====================================================================================month prior to the end of any Lock-up Period, the Trustee shall send to the relevant =====================================================================================Beneficiary (with a copy to the Company) at the address in the records of the Trustee =======================================================================================a notice together with such prescribed transfer documents which require the Beneficiary ========================================================================================to execute to effect the transfer to him of the legal title of the relevant Award Shares ==================================================================================and the Related Income relating thereto at the end of the relevant Lock-up Period; and ===

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(b) =================================================================================subject to the receipt by the Trustee of (i) transfer documents prescribed by the =====================================================================================Trustee and duly signed by the Beneficiary within the period stipulated in the notice =====================================================================================referred to in clause 9.7(a) hereof, and (ii) a written confirmation from the Company ================================================================================that all conditions relating to the relevant Award Shares and the Related Income ====================================================================================relating thereto having been fulfilled, the Trustee shall transfer such Award Shares ===================================================and the Related Income to the relevant Beneficiary.

10. VOTING A ND DIVIDENDS

10.1 Upon being g ~~ra~~ nted ~~Awa~~ rd Shar ~~e~~ s under the Sc ~~h~~ eme= ~~t~~ ===================================he Award Shares being vested in the =====================relevant Beneficiary (whether or not the applicable Lock-up Period relating thereto has================= expired) and subject to par ~~agrap~~ h 9.2,= ~~c~~ ===========lause 10.2, each Beneficiary shall be entitled to
=========exercise all voting rights and r ~~i~~ ghts to par ~~t~~ icipa ~~t~~ e in di ~~v~~ idends and other distr ~~i~~ b ~~u~~ tions ~~i~~ n respect of its= ~~s~~ ===uch Award Shares.
- =
10.2 For so long as the Trustee holds any Award Shares in its custody on behalf of a Beneficiary,=== the Trustee shall
(a ~~)~~ (a ~~)~~ ==============================================================================exercise the voting rights in respect of such Award Shares held by the Trustee ==================================================================================upon the Trust under the Scheme pursuant to the voting instructions given to it by ==================such Beneficiary. in accor ~~d~~ ance with the Benef ~~i~~ ciar ~~y~~ ’ ~~s~~ instr ~~u~~ ctions fr ~~o~~ m time to time ~~,~~ e ~~xe~~ rcise v ~~o~~ ting rights on behalf of the Benef ~~i~~ ciar ~~y~~ in r ~~e~~ spect of its ~~Awa~~ r ~~d~~ Shar ~~e~~ s; and
(b ~~)~~ ensur ~~e~~ tha ~~t~~ all di ~~v~~ idends and other distr ~~i~~ b ~~u~~ tions in r ~~e~~ spect of the Benef ~~i~~ ciar ~~y~~ ’ ~~s Awa~~ r ~~d~~ Shar ~~e~~ s ar ~~e~~ paid into suc ~~h~~ bank account as ma ~~y~~ be notif ~~i~~ ed to the ~~Tr~~ ustee b ~~y~~ th ~~e~~ Benef ~~i~~ ciar ~~y~~ or by the Compan ~~y,~~ on behalf of the Benef ~~i~~ ciar ~~y,~~ fr ~~o~~ m time to time f ~~o~~ r such purpose.

11. PERSONAL RIGHTS; NO TRANSFERS; LIABILIT Y

11.1 The rights of each Beneficiary under the Notice of Award are personal to such Beneficiary and are not assignable except by succession.
11.2 Any attempt by Beneficiaries to sell, transfer, charge, mortgage, grant, encumbrance or create any interest in favour of any third party over the Award Shares except in accordance with the Scheme shall be null and void.
~~3~~ T ~~h~~ e ~~Tru~~ stee will be indemnif ~~i~~ ed b ~~y~~ the Compan ~~y~~ from and a ~~ga~~ inst an ~~y~~ and all losses, claims, damages and liabilities related to, arising out of or in connection with the Scheme and the ~~Tr~~ ustee will be r ~~e~~ imb ~~u~~ r ~~s~~ ed for all e ~~x~~ penses (including the f ~~e~~ es and disb ~~u~~ r ~~s~~ ements of le ~~ga~~ l counsel) as the ~~y~~ are incur ~~r~~ ed in connection with in ~~ve~~ stig ~~a~~ ting, pr ~~ep~~ aring ~~,~~ pur ~~s~~ uing or def ~~e~~ nding an ~~y~~ action, c ~~l~~ aim, suit, in ~~ve~~ stig ~~at~~ ion or pr ~~o~~ ceeding rela ~~t~~ ed to, ar ~~i~~ sing out of or in connection with the Scheme whether or not pending or threatened and whether or not the T ~~ru~~ stee is a party ~~,~~ b ~~u~~ t onl ~~y~~ to the e ~~x~~ tent that suc ~~h~~ ar ~~e~~ not a ~~t~~ tr ~~i~~ b ~~u~~ ta ~~bl~~ e to br ~~e~~ ach of tr ~~u~~ st due to fr ~~a~~ ud ~~,~~ wilful wr ~~o~~ ngdoing ~~,~~ bad f ~~a~~ ith or ne ~~g~~ lig ~~e~~ nt acts ~~.~~
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~~4~~ T ~~h~~ e ~~Tru~~ stee shall not be lia ~~bl~~ e f ~~o~~ r an ~~y~~ loss, claims, dama ~~ge~~ s and liabilities r ~~e~~ lated to ~~,~~ arising out of or in connection with acts properly carried out in pursuance of the Scheme, e ~~x~~ ce ~~p~~ t in the e ~~ve~~ nt of fr ~~a~~ ud, wilful wr ~~o~~ ngdoing ~~,~~ bad f ~~a~~ ith or ne ~~g~~ ligent acts or omissions on the par ~~t~~ of the ~~Tru~~ stee ~~.~~

12. DECISIONS ARE FINAL; A L T ERA T ION OF T HE SCHEME

12.1 All decisions and determinations of the Company, the Board and/or the Remuneration== Committee, as the case may be, made under the Scheme will be final and conclusive.=====================
~~2~~ T ~~h~~ e Boar ~~d~~ ma ~~y~~ amend the Sc ~~h~~ eme fr ~~o~~ m time to time ~~,~~ b ~~u~~ t in no e ~~ve~~ nt ma ~~y~~ the Boar ~~d~~ mak ~~e~~ an ~~y~~ suc ~~h~~ amendment that w ~~o~~ uld ma ~~t~~ er ~~i~~ all ~~y~~ pr ~~e~~ judice the inter ~~e~~ sts of a Benef ~~i~~ ciar ~~y.~~

13. COSTS

~~1~~ All stamp duty le ~~v~~ ied on an ~~y~~ tr ~~a~~ nsf ~~e~~ r of Shar ~~e~~ s to Benef ~~i~~ ciar ~~i~~ es under the Sc ~~h~~ eme shall be bor ~~n~~ e b ~~y~~ the Compan ~~y.~~
13.1 13. ~~2~~ The Trustee will be entitled to be reimbursed by the Company (or the relevant subsidiary of the Company, as the case may be) for all r ~~e~~ asonab ~~l~~ e ~~a~~ dministrative, professional and other costs, fees and expenses properly incurred in relation to the holding of and========= dealing with the Award Shares under the Trust Deed.

14. GENERAL

14.1 The rights and obligations of a Beneficiary under the terms and conditions of office or employment or services engagement with the Company or otherwise will not be affected by its participation in the Scheme.
14.2 A Beneficiary will be responsible for obtaining, or complying with any requirements to be fulfilled in order to obviate the necessity to obtain, any governmental or other official consent that may be required by any country or jurisdiction in order to permit the Trustee to sell or otherwise dispose of the Award Shares and the Related Income relating thereto in======================================== accordance with the Beneficiary’s instructions given (or deemed to have been given) under the Scheme. the= ~~T~~ ==he Company and the Trustee, or any of them, will not be responsible================= ===========whatsoever for any failure by a Beneficiary to obtain any such consent or for any tax or other liability to which a Beneficiary may become subject as a result of its participation in the Scheme.
14.3 Any notice or other document required to be given hereunder to any Beneficiary will be delivered to it by hand or sent by post to it at its cor ~~re~~ spondence ~~a~~ ddress according to the records of the Company or the Trustee, as the case may be, from time to time. Notices sen==================================== ~~t~~ b ~~y~~ post to an ~~y~~ Benef ~~i~~ ciar ~~y~~ will be deemed to ha ~~ve~~ been g ~~ive~~ n 48 hour ~~s~~ after the da ~~t~~ e of posting ~~.~~ Any notice or other document to be given to the Company and/or the Trustee must=================== be delivered by hand or sent by post to its ~~t~~ heir respective address as set out (in the case of
================= ===============
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=============the Company) in the Acknowledgement Form and (in the case of the Trustee) in the Notice============================================== =======Award, or such other address as may be notified by the Company and/or the Trustee to any================================== Beneficiary in writing from time to time.
14.4 =================================================Any notice or other communication served by post:
(a) ================================================================================by the Company or the Trustee shall be deemed to have been served 72 hours after ========================the same was posted; and
(b) ================================================================================by the Grantee shall not be deemed to have been served until the same shall have =============================been received by the Company.
14.5 14.4 ~~P~~ articipation in the Scheme is voluntary.
14.6 14.5 ~~T~~ he Award Shares will, including those granted to the directors of the Company or its subsidiaries, form part of the remuneration of the Beneficiaries (being a discretionary bonus in the form of the grant of the Award Shares or a discretionary cash bonus satisfied in the form of the Award Shares).
14.7 14.6 ~~T~~ he Trustee shall maintain two separate accounting records for the Award Shares:
(a) one for Award Shares subscribed for or purchased by the Trustee on behalf of================ Beneficiaries who are not connected persons of the Company; and
(b) one for Award Shares purchased on the market by the Trustee on behalf of Beneficiaries who are connected persons of the Company.

15. CONFIDENTIALITY; DATA PRIVACY

15.1 All information pertaining to the grant of Award Shares to Beneficiaries must be kept confidential by the Beneficiary. Beneficiaries must not make any copies of the Scheme documents or show any such documents to any other person (other than such Beneficiary’s legal, tax or investment advisor) without written authorisation from the Company.
15.2 the=== ~~T~~ he Company and the Trustee may hold certain personal information about Beneficiaries, including but not limited to name, home address and telephone number, date of birth, identity card number, passport number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of documentation relating to the Award Shares, for the purposes of implementing, administering and managing the Scheme (together, Data ). As a condition of the grant of the Award Shares, Beneficiaries must consent to the collection, use, retention and transfer of personal Data.===========
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15.3 The Trustee and the Company may transfer Data amongst themselves for the purposes of implementing, administering and managing the Scheme and as may be necessary to comply with any relevant securities, tax, stock exchange or other law or requirement, and the Trustee and the Company may each further transfer Data to any third parties assisting the Company and/or the Trustee in the implementation, administration and management of the Scheme and who have a duty of confidentiality to the Company or the Trustee. These recipients may be located in mainland China, Hong Kong or overseas. By participating in the Scheme, the Beneficiaries authorise such parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Scheme.

16. EFFECTIVENESS AND TERM

16.1 The Scheme shall take effect subject to the passing of the necessary resolution to adopt the Scheme by the shareholders of the Company and the Board and is conditional upon:
(a) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, on the Stock Exchange, any Shares which may be issued pursuant to the grant of Award Shares under the Scheme; and
(b) the commencement of dealings in the Shares on the Stock Exchange.

If both of the above conditions are not satisfied on or before the date which is thirty (30) days after the date of the Hong Kong prospectus in respect of the Listing (or such later date as the Board may decide), the Scheme shall forthwith determine and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Scheme.

16.2 The Scheme shall be valid and effective for a period of 10 years commencing on the date that the Scheme becomes unconditional in accordance with par ~~ag~~ r ~~ap~~ h= ~~c~~ =====lause 16.1 above, after which period no further grants of Award Shares will be made under the Scheme, but the provisions of the Scheme shall remain in full force and effect to the extent necessary to give effect to any grant of Award Shares made prior thereto or otherwise as may be required in accordance with the provisions of the Scheme.

17. ==============================================================TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME ETC.

17.1 ======================================================================================If there occurs an event of change in control of the Company, whether by way of offer, =================================================================================merger, scheme of arrangement or otherwise, any Lock-up Period to which any Award =========================================================================================Shares relate shall be deemed to be expired on the date when such change of control event ============================================================================================becomes or is declared unconditional. Subject to the receipt by the Trustee of duly executed ======================================================================================prescribed transfer documents on or before such time as the Trustee may determine, the Trustee shall transfer such Award Shares and Related Income to the relevant Beneficiaries. ========================================================================================== =========================================================================================For the purpose of this clause 17.1, “control” shall have the meaning as specified in The =======================================================================Codes on Takeovers and Mergers and Share Repurchases from time to time.
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17.2 =====================================================================================In the event the Company undertakes an open offer of new securities in respect of any ==========================================================================================Shares which are held by the Trustee under the Scheme, the Trustee shall not subscribe for ==============================================================================================any new securities. In the event of a rights issue, the Trustee shall use reasonable effort to ===============================================================================================sell such amount of the nil-paid rights allotted to it as is appropriate in the open market (if ============================================================================================any) at the then prevailing market price and the proceeds of sale of such rights (net of all ============================================================================================related transaction costs, fees, duty and expenses reasonably incurred by the Trustee) shall be deemed as Residual Cash. ===========================
17.3 =========================================================================================In the event the Company issues bonus warrants in respect of any Shares which are held by ========================================================================================the Trustee, the Trustee shall not subscribe for any new Shares by exercising any of the ==============================================================================================subscription rights attached to the bonus warrants and shall use reasonable effort to sell the ===========================================================================================bonus warrants created and granted to it in the open market (if any) at the then prevailing =========================================================================================market price, the proceeds of sale of such bonus warrants (net of all related transaction =====================================================================================costs, fees, duty and expenses reasonably incurred by the Trustee) shall be deemed as Residual Cash. ==============
17.4 =======================================================================================In the event the Company undertakes a scrip dividend scheme, the Trustee shall elect to =====================receive scrip Shares.
17.5 =======================================================================================In the event the Company undertakes a consolidation of the Shares, all fractional share ============================================================================================arising out of such consolidation in respect of all Award Shares and Related Income relating ==========================================================================================thereto of a Beneficiary shall be deemed as Returned Shares for the purposes of the Scheme ========================================================================and shall not be transferred to in the relevant Beneficiary at any time.
17.6 =========================================================================================In the event of other non-cash and non-scrip distributions made by the Company in respect ===========================================================================================of any Award Shares held upon the Trust, the Trustee shall use reasonable effort to dispose ==============================================================================================of such distribution and the proceeds of the sale (net of all related transaction costs, fees,
=========================================================================================duty and expenses reasonably incurred by the Trustee) thereof shall be deemed as Residual Cash.

=====

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18. 17. G OVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS

18.1 17.1 ~~T~~ he Scheme, including the Notice of Award and the Acknowledgment Form, will be governed by and construed in accordance with the laws of Hong Kong and, by accepting participation in the Scheme by delivery to the Company of a duly completed Acknowledgement Form, the Beneficiary agrees that the courts of Hong Kong will have exclusive jurisdiction to settle any dispute, difference, controversy or claim which may arise out of or in connection with the creation, validity, effect, interpretation or performance of,= or the legal relationship created by, this Scheme and for such purposes irrevocably submits to the jurisdiction of the Hong Kong courts.

19. 18. A LTERATION OF THE SCHEME

19.1 18.1 ~~T~~ he Scheme may be altered or varied in any respect by a resolution of the Board e========= == ~~x~~ ce ~~pt~~ tha ~~t~~ an ~~y~~ c ~~h~~ ange to the author ~~i~~ ty of the director ~~s~~ or sc ~~h~~ eme administrator ~~s~~ in r ~~e~~ lation to an ~~y~~ alter ~~at~~ ion to the ter ~~m~~ s of the Scheme shall not be made ~~,~~ e ~~x~~ ce ~~p~~ t with the pr ~~i~~ or sanction of a r ~~e~~ solution of the shareholder ~~s~~ of the Compan ~~y~~ in g ~~e~~ ner ~~a~~ l meeting ~~,,~~ provided that no suc ~~h~~ alter ~~at~~ ion shall oper ~~at~~ e to af ~~fe~~ ct adv ~~e~~ rsel ~~y~~ the ter ~~m~~ s of issue of an ~~y~~ Shar ~~e~~ s gr ~~a~~ nted or a ~~gre~~ ed to be g ~~ra~~ nted prior to suc ~~h~~ alter ~~at~~ ion e ~~x~~ cept with the consent or sanction of suc ~~h~~ major ~~i~~ ty of the Gr ~~a~~ ntees as w ~~o~~ uld be r ~~e~~ quir ~~e~~ d of the shar ~~e~~ holder ~~s~~ of the Compan ~~y~~ under the Ar ~~t~~ ic ~~l~~ es of ~~A~~ ssocia ~~t~~ ion f ~~o~~ r a v ~~a~~ r ~~i~~ a ~~t~~ ion of the r ~~i~~ ghts a ~~t~~ tac ~~h~~ ed to the Shares.
~~2~~ 18.2 = ~~a~~ =========lteration An ~~y~~ alter ~~at~~ ions to the ter ~~m~~ s and conditions of the Sc ~~h~~ eme w ~~h~~ ic ~~h~~ ar ~~e~~ of a ma ~~t~~ er ~~i~~ al na ~~t~~ ur ~~e~~ shall be subject to the appr ~~ova~~ l of= ~~o~~ ====================================r variation shall be made which will

=============================================================================================adversely affect any subsisting rights of any Beneficiary (present or future), except with the =============================================================sanction of an ordinary resolution passed at a meeting of the shareholders of the Company sa ~~ve~~ w ~~h~~ er ~~e~~ the altera ~~t~~ ions tak ~~e~~ ef ~~fe~~ ct automa ~~t~~ ically under the e ~~x~~ isting ter ~~m~~ s of the Sc ~~h~~ eme ~~.~~ =.

20. 19. M ISCELLANEOUS

20.1 19.1 ~~T~~ he Scheme shall not form part of any contract of employment or engagement of services between the Company or any of its subsidiaries and any Employee or third party services provider and the rights and obligations of any Employee or third party services provider under the terms of his office, employment or engagement shall not be affected by his participation in the Scheme or any right which he may have to participate in it and the Scheme and shall afford such an Employee or third party services provider no additional rights to compensation or damages in consequence of the termination of such office or employment or engagement of services for any reason.
20.2 19.2 ~~T~~ he Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Shares themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.
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20.3 19.3 ~~T~~ he Company shall bear the costs of establishing and administering the Scheme.
~~4~~ A Gr ~~a~~ ntee shall upon acce ~~p~~ ting an of ~~f~~ er of g ~~ra~~ nt of Shar ~~e~~ s be entitled to r ~~e~~ cei ~~ve~~ a cop ~~y~~ of the Scheme.
20.4 For the avoidance of doubt: ===========================
===(a) ====================================================================================a Beneficiary shall have no rights in any of the Related Distributions, the Residual Cash or the Returned Shares; ============================
===(b) ===============================================================================a Beneficiary shall only have a contingent interest in the Award Shares and the ==================================================================================Related Income relating thereto which are referable to him subject to the relevant ============================================================Lock-up Period of such Shares in accordance with clause 9.1;
===(c) 19.5 ~~A~~ n ~~y~~ notice or other comm ~~u~~ nica ~~t~~ ion between the Compan ~~y~~ and a Gr ~~a~~ ntee ma ~~y~~ b ~~e~~ g ~~ive~~ n by sending the same b ~~y~~ pre ~~p~~ aid post or b ~~y~~ per ~~s~~ onal deli ~~ve~~ r ~~y~~ to, in the case of the Compan ~~y,~~ = ~~a~~ ==================================== Beneficiary shall have no rights in 2, 2nd Donghuan Road ~~,~~ 10th Y ~~o~~ usong Industrial Distr ~~i~~ ct Longhua ~~Tow~~ n, Baoan, Shenzhen, China, P ~~.~~ C. 518109= ~~a~~ ==ny (and mar ~~ke~~ d f ~~o~~ r the attention of the Secr ~~e~~ tar ~~y~~ ) or as notif ~~i~~ ed to the Gr ~~a~~ ntees fr ~~o~~ m time to time and ~~,~~ in the case of the Grantee ~~,~~ his ad ~~d~~ r ~~e~~ ss as notif ~~i~~ ed to the Compan ~~y~~ fr ~~o~~ m time to time. 19.6 = ~~b~~ ==========================================================alance fractional share of the Related Income of any Award =====================================================================================Share and any fractional Share arising out of consolidation of Shares (such fractions ===================================================================shall be deemed as Returned Shares for the purposes of the Scheme);An ~~y~~ notice o ~~r~~ other comm ~~u~~ nica ~~t~~ ion serv ~~e~~ d b ~~y~~ post:(a) == ~~a~~ ==ndb ~~y~~ the Compan ~~y~~ shall be deemed to ha ~~ve~~ been ser ~~ve~~ d 24 hour ~~s~~ after the same w ~~a~~ s posted; and(b) b ~~y~~ the Gr ~~a~~ ntee shall not be deemed to ha ~~ve~~ been r ~~e~~ cei ~~ve~~ d until the same shall ha ~~ve~~ been r ~~e~~ cei ~~ve~~ d by the Compan ~~y.~~
~~7~~ A Gr ~~a~~ ntee shall be responsib ~~l~~ e f ~~o~~ r obtaining an ~~y~~ g ~~ove~~ rnmental or other of ~~fi~~ cial consent tha ~~t~~ ma ~~y~~ be r ~~e~~ quir ~~e~~ d by an ~~y~~ countr ~~y~~ or jur ~~i~~ sdiction in or ~~d~~ er to per ~~m~~ it the gr ~~a~~ nt. ~~Th~~ e Compan ~~y~~ shall not be r ~~e~~ sponsib ~~l~~ e f ~~o~~ r an ~~y~~ f ~~a~~ ilur ~~e~~ b ~~y~~ a Gr ~~a~~ ntee to obtain an ~~y~~ suc ~~h~~ consent or f ~~o~~ r an ~~y~~ tax or other liability to which a Grantee may become subject as a result of his participation in the Scheme.
===(d) =========================================================================================in the case of the death of a Beneficiary, the Benefits shall be forfeited if no transfer =======================================================================================of the Benefits to the legal personal representatives of the Beneficiary is made within ===================================the period prescribed in clause 9.6. The legal personal representatives of the Beneficiary= ===================================================== ========================================================shall have no claims against the Company or the Trustee.
20.5 19.8 ~~T~~ he Board shall have the power from time to time to make or vary regulations for the administration and operation of the Scheme, provided that the same are not inconsistent with the provisions of the Scheme.
~~9~~ T ~~h~~ e Scheme g ~~ra~~ nted hereunder shall be g ~~ove~~ rned by and constr ~~u~~ ed in accordance with Hong K ~~o~~ ng la ~~w.~~
33 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

SCHEDULE 1

FORM OF NOTICE OF AWARD

POST-IPO SHARE SCHEME

PRIVATE AND CONFIDENTIAL FOR ADDRESSEE ONLY

[Beneficiary’s Name and Position]

[Beneficiary’s Address]

[ Date ]

Dear [Name]

In recognition of your services to [ , a subsidiary of] Foxconn International Holdings Limited ( the Company ), the shar ~~e~~ holder ~~s~~ and ~~b~~ oard of directors of the Company have resolved to invite you as = = ===============================================================================[e.g. employee of the Company or any of its subsidiaries, third party ============================service provider, director] to participate in the Company’s Post-IPO Share Scheme (the Scheme ). The terms used in this Notice of Award shall have the same meaning given to them in the Scheme.

In consideration of your agreement to the terms and conditions of the Scheme, the Company agrees to grant to you for free [ number ] shares of the Company (the Award Shares ) under the Scheme, subject to your due completion of the Acknowledgement Form attached to this Notice of Award.

The grant of Award Shares under the Scheme shall be subject to the terms and conditions of this Notice of Award and the Scheme (as the same may be amended from time to time pursuant to the terms and conditions of the Scheme), a copy of which is enclosed herewith.

=============================================================================================[The grant of Award Shares hereunder is also subject to the following conditions (the “ Others =============Conditions ”):

======================================================[•••] (e.g. approval from shareholders of the Company)

The Award Shares granted to you may not be sold, mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part or any way whatsoever during the period of [ n ~~u~~ mber = ~~•~~ ==••] months commencing ~~f~~ rom the date of g ~~ra~~ nt= ~~[~~ ===========================•••] (the “ Lock-up Period ”).

34 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

=======================================================================================For the purpose of clause 14.3 of the Scheme, the address of the Trustee is as follows:

=====[•••]

In order to accept the Award Shares agreed to be granted to you under this Notice of Award, please sign and return the enclosed Acknowledgement Form by not later than [date], failing which the opportunity to accept this offer will automatically lapse.

Yours faithfully

For and on behalf of

FOXCONN INTERNATIONAL HOLDINGS LIMITED

Name: Position:

Attachment:

the Company Post-IPO Share Scheme
35 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

SCHEDULE 2

ACKNOWLEDGEMENT FORM

POST-IPO SHARE SCHEME

To: The Board of Directors Foxconn International Holdings Limited (the Company ) 2, 2nd Donghuan Road 10th Yousong Industrial District Longhua Town, Baoan Shenzhen Guangdong China

Attn: [Secretary of the Board of Directors]

Terms and expressions defined in the Company’s Post-IPO Share Scheme (the Scheme ) and the Notice of Award dated [•••] issued by the Company to me (“============ ========================================= Notice of Award ”) pursuant to the Scheme shall have the same meanings when used in this Acknowledgement Form, unless the context requires otherwise.

In consideration of the Company’s agreement to grant Award Shares to me subject to the terms and conditions of the Scheme, I hereby acknowledge, represent and agree for the benefit of the Company and the Trustee as follows:

I have read the Notice of Award and agree to be bound by the terms and conditions thereof and of the Scheme enclosed therewith.
I hereby acknowledge that neither you, nor any of your subsidiaries, nor the Trustee has not= ================= made any representation or warranty or given me any expectation of employment or services engagement or continued employment or services engagement to induce me to accept the offer and that the terms of the Scheme, the Trust Deed, the Notice of Award and this Acknowledgement Form constitute the entire agreement between us relating to the grant of Award Shares under the Scheme.
I acknowledge and agree that any action taken or decision made by the Company or the Trustee arising out of or in connection with the construction, administration, management,=========== interpretation or= ~~,~~ effect or performance of the Scheme shall lie within its sole and absolute=============== discretion, as the case may be, and shall be final, conclusive and binding on me. By accepting the Award Shares granted to me under the Scheme, I shall be conclusively deemed to have indicated (i) acceptance and ratification of, and consent to, any action taken under the Scheme by the Company, the Board or the Trustee and (ii) acceptance of the terms and conditions of the Scheme.
36 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

I acknowledge:
(i) that I will not be required to pay for the Award Shares and that this grant of Award Shares under the Scheme is a one-time benefit which does not create any contractual right to receive additional rights or compensation;
(ii) that, f ~~o~~ r so long as the ~~Tru~~ stee holds the ~~Awa~~ r ~~d~~ Shares ~~:~~
- (a ~~)~~ the ~~Tru~~ stee shall e ~~xe~~ r ~~c~~ ise the v ~~o~~ ting r ~~i~~ ghts in r ~~e~~ spect of the ~~Awa~~ r ~~d~~ Shar ~~e~~ s i ~~n~~ accordance with my instructions from time to time; and
- (b ~~)~~ the ~~Tr~~ ustee shall pa ~~y~~ all di ~~v~~ idends and other distr ~~i~~ b ~~u~~ tions in r ~~e~~ spect of the A ~~wa~~ r ~~d~~ Shares into suc ~~h~~ bank account as I, or the Compan ~~y~~ on my behalf ~~,~~ ma ~~y~~ notify to the ~~Tru~~ stee fr ~~o~~ m time to time;(iii) tha ~~t~~ my participation in the Scheme is voluntary;
(i ~~vi~~ ii) that the Award Shares will form part of my remuneration; and

===

(v= ~~i~~ =v) that the future value of the Shares sold after the e ~~x~~ pir ~~y~~ of the Loc ~~k~~ -Up Per ~~i~~ od ~~i~~ s unknown and cannot be predicted with certainty.
===========================================================================================I acknowledge the Lock-up Period applicable to the Award Shares as set out in the Notice of =================================Award [and the Other Conditions].

===================================================================I acknowledge that, in the event [that I cease to be an employee of========== =====================================================][where I cease to be a third party service provider to = ====] prior to the expiry of the=========================== ==========================================================================================Lock-up Period applicable to the Award Shares granted to me, all my rights and benefits to ===========================================================================================the Award Shares (together with the Related Income relating thereto) shall be forfeited and =======================================================================================such Award Shares and Related Income will become Returned Shares for the purpose of the Scheme. =======

======================================================================================I agree, and undertake, to enter into any such additional documentation as the Company ================================================================================================and/or Trustee may, in their absolute discretion, require in order to facilitate the transfer of ============================================================================================the Award Shares to me on or after the expiry of the Lock-up Period applicable to me or sale ================================or disposal of the Award Shares.

=============================================================================================I agree that I may be required by the Trustee, in its absolute discretion, to become a client ============================================================================================of the Trustee for the purposes of transferring the Award Shares to me, subject to the terms =============================================================================================and conditions of, and the execution of the documents which, the Trustee may, at its absolute ======================================discretion, require from time to time.

============================================================================================I acknowledge that any rights or benefits that I may have to the Award Shares are subject to =========================================================================================the approval of such grant and/or the compliance from time to time with the Listing Rules ========================================================================or any other rules or regulations which may be applicable to such grant.

37 -

PROPOSED AMENDMENTS TO THE SHARE SCHEME

APPENDIX

1. ~~I~~ understand that the Company and the Trustee may hold certain personal information about me, including but not limited to my name, home address and telephone number, date of birth, identity card number, passport number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of documentation relating to the Award Shares, for the purposes of implementing, administering and managing the Scheme (together, Data). As a condition of the grant of the Award Shares, I consent to the collection, use,=

==========retention and transfer of personal Data for such purposes.

I further understand that the Trustee and the Company may transfer Data amongst themselves for the purposes of implementing, administering and managing my participation in the Scheme, and that the Trustee and the Company may each further transfer Data to any third parties assisting the Company and/ or the Trustee in the implementation, administration and management and performance of the Scheme================ and who has a duty of confidentiality to the Compan ~~y~~ or the ~~Tru~~ stee= ~~t~~ ======================ransferor of such Data. I understand that these recipients of such Data may be located in mainland China, Hong Kong or overseas. I authorise============= them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Scheme.

PLEASE PRINT IN BLOCK LETTERS

Name in full:

Position:

Address:

Nationality:

Identity Card No./Passport No.:

Signature:

Date:

Notes:

Please forward the Acknowledgement Form to the [Secretary of the Board of Directors] of the Company in an envelope marked “Private and Confidential”.

38 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

**Foxconn International Holdings Limited 富士康國際控股有限公司[*]**

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

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of shareholders of Foxconn International Holdings Limited (“Company”) will be held at 2, 2nd Donghuan Road, 10th Yousong Industrial District, Longhua Town, Baoan, Shenzhen, Guangdong, the PRC on Friday, 4 August 2006 at 2:30 p.m. for the following purposes:

As special business, to consider and, if thought fit, to pass with or without modification the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT:

the proposed amendments to the Share Scheme (as defined in the circular (“Circular”) to the shareholders of the Company dated 19 July 2006), a copy of which has been provided to this meeting marked as “A” and signed by the Chairman of this meeting for the purpose of identification, as set out in the Appendix to the Circular, be and is hereby approved.”

By order of the Board Chin Wai Leung, Samuel Chairman and Chief Executive Officer

Hong Kong, 19 July 2006

Registered office: Scotia Centre, 4th Floor P.O. Box 2804, George Town Grand Cayman Cayman Islands

Principal Place of Business in Hong Kong: 16th Floor, Phase 1 Fountain Set Building 3A Hung Cheung Road Tuen Mun New Territories Hong Kong

* for identification purposes only

39 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

(a) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.
(b) The instrument appointing a proxy and 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 branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding of the Extraordinary General Meeting or any adjourned meeting.
40 -

AI assistant

FIH Mobile Limited — Proxy Solicitation & Information Statement 2006

50355_rns_2006-07-24_c18d34f6-3f65-4645-809a-6219f3f6cf9c.pdf

PROPOSED AMENDMENTS TO THE SHARE SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Foxconn International Holdings Limited 富士康國際控股有限公司[*]

PROPOSED AMENDMENTS TO THE SHARE SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

BACKGROUND

REASONS FOR AND DETAILS OF THE PROPOSED AMENDMENTS TO THE SHARE SCHEME

OVERVIEW OF THE SHARE SCHEME

Administration and Determination of Beneficiaries

Operation

Grant of Award Shares to Connected Persons

Restrictions

Vesting, Lock-up Period and Lapse

Award Shares to be granted for free and form part of the Remuneration

Term of the Share Scheme

Maximum Limit

Alteration of the Share Scheme

Separate Mandate to Allotment and Issue of Shares

EXTRAORDINARY GENERAL MEETING

RIGHT TO DEMAND POLL

RECOMMENDATIONS

FOXCONN INTERNATIONAL HOLDINGS LIMITED

POST-IPO SHARE SCHEME

FOXCONN INTERNATIONAL HOLDINGS LIMITED

Post – IPO SHARE SCHEME

PREAMBLE

third party service provider

2. PURPOSE

3. TRUSTEE

4. DETERMINATION OF BENEFICIARIES

5. GRANT AND ACKNOWLEDGEMENT OF SHARES UNDER THE SCHEME SHARES =============

6. GRANT= ~~G~~ =====RANTS TO DIRECTORS, SENIOR MANAGEMENT AND CONNECTED PERSONS=========================================

7. MAXIMUM NUMBER OF SHARE GRANTS; SHAREHOLDER MANDATE

8. RESTRICTIONS ON PURCHASES BY TRUSTEE

9. LOCK-UP AND VESTING

===========

10. VOTING ~~A~~ ND DIVIDENDS

11. PERSONAL RIGHTS; NO TRANSFERS; LIABILIT ~~Y~~

12. DECISIONS ARE FINAL; ~~A~~ L ~~T~~ ERA ~~T~~ ION OF ~~T~~ HE SCHEME

13. COSTS

14. GENERAL

15. CONFIDENTIALITY; DATA PRIVACY

16. EFFECTIVENESS AND TERM

17. ==============================================================TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME ETC.

APPENDIX

PROPOSED AMENDMENTS TO THE SHARE SCHEME

18. 17. ~~G~~ OVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS

19. 18. ~~A~~ LTERATION OF THE SCHEME

20. 19. ~~M~~ ISCELLANEOUS

SCHEDULE 1

FORM OF NOTICE OF AWARD

POST-IPO SHARE SCHEME

FOXCONN INTERNATIONAL HOLDINGS LIMITED

SCHEDULE 2

ACKNOWLEDGEMENT FORM

POST-IPO SHARE SCHEME

PLEASE PRINT IN BLOCK LETTERS

Foxconn International Holdings Limited 富士康國際控股有限公司[*]

ORDINARY RESOLUTION

“ THAT:

More from FIH Mobile Limited

FIH Mobile Limited Proxy Solicitation & Information Statement 2006

**Foxconn International Holdings Limited 富士康國際控股有限公司[*]**

6. GRANT= G =====RANTS TO DIRECTORS, SENIOR MANAGEMENT AND CONNECTED PERSONS=========================================

10. VOTING A ND DIVIDENDS

11. PERSONAL RIGHTS; NO TRANSFERS; LIABILIT Y

12. DECISIONS ARE FINAL; A L T ERA T ION OF T HE SCHEME

18. 17. G OVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS

19. 18. A LTERATION OF THE SCHEME

20. 19. M ISCELLANEOUS

**Foxconn International Holdings Limited 富士康國際控股有限公司[*]**