FIH Mobile Limited — Proxy Solicitation & Information Statement 2016

Aug 31, 2016

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FIH Mobile Limited 富 智 康 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2038)

FORM OF PROXY

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING OF FIH MOBILE LIMITED TO BE HELD AT LUXEMBOURG ROOM, 3/F., REGAL KOWLOON HOTEL, 71 MODY ROAD, TSIMSHATSUI, KOWLOON, HONG KONG ON WEDNESDAY, 21 SEPTEMBER 2016 AT 10:00 A.M. AND AT ANY ADJOURNMENT THEREOF.

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

shares of US$0.04 each in

the share capital of FIH Mobile Limited (the ‘‘Company’’), hereby appoint the chairman of the extraordinary general meeting (the “Chairman”) or

of

(name) (address)

as my/our proxy[(Note][3)] to attend and vote for me/us on my/our behalf at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Luxembourg Room, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 21 September 2016 at 10:00 a.m. and at any adjournment thereof, and to exercise all rights conferred on my/our proxy under law, regulation and the articles of association of the Company in respect of the resolutions set out in the notice of the EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

Please mark ‘‘P’’ in the appropriate boxes to indicate how you wish your proxy to vote[(Note][4)] :

Please mark ‘‘P’’ in the appropriate boxes to indicate how you wish your proxy to vote(Note 4):	Please mark ‘‘P’’ in the appropriate boxes to indicate how you wish your proxy to vote(Note 4):	Please mark ‘‘P’’ in the appropriate boxes to indicate how you wish your proxy to vote(Note 4):	Please mark ‘‘P’’ in the appropriate boxes to indicate how you wish your proxy to vote(Note 4):
Ordinary Resolutions(Note 11)					For	Against
1.	To approve the Product Sales Transaction (as defined in the circular of the Company dated 1 September 2016 (‘‘the Circular’’)) and the relevant annual cap for the year ending 31 December 2016.
2.	To approve the Consolidated Services and Sub-contracting Expense Transaction (as defined in the Circular) and the relevant annual cap for the year ending 31 December 2016.
3.	To approve the Purchase Transaction, the Supplemental Purchase Agreement (both as defined in the Circular) and the relevant annual caps for the three years ending 31 December 2019.
4.	To approve the Product Sales Transaction, the Supplemental Product Sales Agreement (as defined in the Circular) and the relevant annual caps for the three years ending 31 December 2019.
5.	To approve the Non-real Property Lease Expense Transaction, the Supplemental Non-real Property Lease Expense Agreement (both as defined in the Circular) and the relevant annual caps for the three years ending 31 December 2019.
6.	To approve the Consolidated Services and Sub-contracting Expense Transaction, the Supplemental Consolidated Services and Sub-contracting Expense Agreement (as defined in the Circular) and the relevant annual caps for the three years ending 31 December 2019.
7.	To approve the Equipment Purchase Transaction, the Supplemental Equipment Purchase Agreement (both as defined in the Circular) and the relevant annual caps for the three years ending 31 December 2019.
Dated this Notes: 1. Fu		day of ll name(s) and address(es) to be	2016 Signature(Note 5) inserted in BLOCK CAPITALS.

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. If any proxy other than the Chairman is preferred, strike out ‘‘the chairman of the extraordinary general meeting (the ‘‘Chairman’’) or’’ and insert the full name and address of the proxy desired in the space provided. A member entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A ‘‘P’’ IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A ‘‘P’’ IN THE BOX MARKED ‘‘AGAINST’’. Failure to complete either box in respect of a resolution will entitle your proxy to cast your vote or abstain at his/her discretion in respect of that resolution. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolutions properly put to the EGM other than those referred to in the notice convening the EGM.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorised in writing.

5. In the case of joint registered holders of any share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

6. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof (such certification to beComputersharemade by eitherHonga KongnotaryInvestorpublic Servicesor a solicitorLimited,qualifiedat 17MtoFloor,practiseHopewellin HongCentre,Kong),183mustQueenbe’s depositedRoad East,atWanthe Chai,branchHongshareKong,registrarnot lessof thethanCompany48 hours inbeforeHongtheKong,time appointed for holding the EGM or adjourned meeting (as the case may be).

7. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

8. Completion and return of this form of proxy will not preclude you from attending in person and voting at the EGM if you so wish. In such event, this form of proxy will be deemed to have been revoked.

9. ThematerialCompanyin the reservesCompanythe’s opinion.right (at its absolute discretion) to treat any incorrectly-completed form of proxy in the same manner as being valid when such incorrectness is not

10. The ordinary resolutions herein are in summary form. The full text of the ordinary resolutions is set out in the notice of the EGM.