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FIH Mobile Limited — Proxy Solicitation & Information Statement 2025
Dec 4, 2025
50355_rns_2025-12-04_0327ef44-73d3-417f-b5a9-0c099fa14050.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
FIH® 富智康®
FIH Mobile Limited
富智康集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2038)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders (the "EGM") of FIH Mobile Limited (the "Company") will be held at Kowloon Room I, Mezzanine Level, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Hong Kong on Tuesday, 30 December 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions:
ORDINARY RESOLUTIONS
1. "THAT:
(a) the terms of the ninth supplemental agreement to the framework product supply agreement (the "Supplemental Purchase Agreement") (a copy of which is tabled at the meeting and marked "A" for identification purposes) dated 28 November 2025 entered into between the Company and Hon Hai and the Company's execution and delivery thereof be and are hereby approved in all respects;
(b) the transactions contemplated under the framework product supply agreement entered into among the Company, 鴻海精密工業股份有限公司 (Hon Hai Precision Industry Co. Ltd., for identification purposes only) ("Hon Hai", and together with its subsidiaries and associates (other than the Group), the "Hon Hai Technology Group"), Innolux Corporation (an associate of Hon Hai formerly known as Innolux Display Corporation and then Chimei Innolux Corporation) ("Innolux") and 鴻準精密工業股份有限公司 (Foxconn Technology Co. Ltd., for identification purposes only) (an associate of Hon Hai) on 19 January 2005 (as amended by the respective supplemental agreements among the above parties dated 28 February 2006, 24 October 2007 and 19 November 2010, and the respective supplemental agreements between the Company and Hon Hai dated 17 October 2013, 11 August 2016, 31 July 2017, 9 October 2019 and 10 November 2022) and further amended by the Supplemental Purchase Agreement (the "Purchase Transaction") for the year ending 31 December 2026 and the Company's entering into and implementation thereof from time to time thereunder and the latest terms governing the same be and are hereby approved in all respects;
(c) the proposed annual cap as set out in the Company's circular dated 5 December 2025 (the "Circular") in respect of the Purchase Transaction for the year ending 31 December 2026 be and are hereby approved in all respects; and
(d) any one director of the Company, or any two directors of the Company if affixation of the Company's common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute and deliver (and affix the Company's common seal to, if necessary) all such other documents, instruments or agreements and to do all such other acts or things which he/they may in his/their absolute discretion consider necessary or desirable in connection with or incidental to any of the matters contemplated under the Supplemental Purchase Agreement and/or the Purchase Transaction for the year ending 31 December 2026 and/or the said annual cap.”
- “THAT:
(a) the terms of the sixth supplemental agreement to the framework consolidated services and sub-contracting agreement (the “Supplemental Consolidated Services and Sub-contracting Expense Agreement”) (a copy of which is tabled at the meeting and marked “B” for identification purposes) dated 28 November 2025 entered into between the Company and Hon Hai and the Company’s execution and delivery thereof be and are hereby approved in all respects;
(b) the transactions contemplated under the framework consolidated services and sub-contracting agreement entered into among the Company, Hon Hai, PCE Industry Inc. (a former subsidiary of Hon Hai which had been dissolved) and Sutech Industry Inc. (a former subsidiary of the Company which had been dissolved) on 24 October 2007 (as amended by the respective supplemental agreements between the Company and Hon Hai dated 19 November 2010, 17 October 2013, 11 August 2016, 9 October 2019 and 10 November 2022) and further amended by the Supplemental Consolidated Services and Sub-contracting Expense Agreement (the “Consolidated Services and Sub-contracting Expense Transaction”) for the year ending 31 December 2026 and the Company’s entering into and implementation thereof from time to time thereunder and the latest terms governing the same be and are hereby approved in all respects;
(c) the proposed annual cap as set out in the Circular in respect of the Consolidated Services and Sub-contracting Expense Transaction for the year ending 31 December 2026 be and are hereby approved in all respects; and
(d) any one director of the Company, or any two directors of the Company if affixation of the Company's common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute and deliver (and affix the Company's common seal to, if necessary) all such other documents, instruments or agreements and to do all such other acts or things which he/they may in his/their absolute discretion consider necessary or desirable in connection with or incidental to any of the matters contemplated under the Supplemental Consolidated Services and Sub-contracting Expense Agreement and/or the Consolidated Services and Sub-contracting Expense Transaction for the year ending 31 December 2026 and/or the said annual cap.”
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- “THAT:
(a) the terms of the eighth supplemental agreement to the framework product sales agreement (the “Supplemental Product Sales Agreement”) (a copy of which is tabled at the meeting and marked “C” for identification purposes) dated 28 November 2025 entered into between the Company and Hon Hai and the Company’s execution and delivery thereof be and are hereby approved in all respects;
(b) the transactions contemplated under the framework product sales agreement entered into among the Company, Hon Hai and Innolux on 18 January 2005 (as amended by the respective supplemental agreements among the above parties dated 28 February 2006, 24 October 2007 and 19 November 2010, and the respective supplemental agreements between the Company and Hon Hai dated 17 October 2013, 11 August 2016, 9 October 2019 and 10 November 2022) and further amended by the Supplemental Product Sales Agreement (the “Product Sales Transaction”) for the year ending 31 December 2026 and the Company’s entering into and implementation thereof from time to time thereunder and the latest terms governing the same be and are hereby approved in all respects;
(c) the proposed annual cap as set out in the Circular in respect of the Product Sales Transaction for the year ending 31 December 2026 be and are hereby approved in all respects; and
(d) any one director of the Company, or any two directors of the Company if affixation of the Company’s common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute and deliver (and affix the Company’s common seal to, if necessary) all such other documents, instruments or agreements and to do all such other acts or things which he/they may in his/their absolute discretion consider necessary or desirable in connection with or incidental to any of the matters contemplated under the Supplemental Product Sales Agreement and/or the Product Sales Transaction for the year ending 31 December 2026 and/or the said annual cap.”
By Order of the Board
HUANG Ying Shih
Chairman of the Board
Hong Kong, 5 December 2025
Registered Office:
P. O. Box 31119 Grand Pavilion
Hibiscus Way
802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
Head Office:
No. 4 Minsheng Street
Tucheng District
New Taipei City 23679
Taiwan
Principal Place of Business
in Hong Kong:
8th Floor, Peninsula Tower
538 Castle Peak Road
Cheung Sha Wan
Kowloon
Hong Kong
Notes:
(1) The register of members of the Company will be closed from Monday, 22 December 2025 to Tuesday, 30 December 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, all transfers of Shares accompanied by the relevant share certificates and properly completed and signed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 19 December 2025.
(2) 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 vote in his/her 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.
(3) Where there are joint registered holders of any Share(s), any one of such joint registered holders may vote, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint registered holders is present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint registered holder(s), and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
(4) Form of proxy together with 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 branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting.
(5) In accordance with Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), Hon Hai, the ultimate controlling shareholder of the Company, and its associates (such term as defined in the Listing Rules) are required to abstain from voting on the ordinary resolutions above.
(6) The ordinary resolutions set out above will be determined by way of poll.
(7) In case Typhoon Signal No. 8 or above is hoisted, a Black Rainstorm Warning Signal or "extreme conditions" announced by the Government is in force in Hong Kong at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be adjourned. The Government may issue an announcement on "extreme conditions" in the event of, for example, serious disruption of public transport services, extensive flooding, major landslides or large-scale power outage after super typhoons or otherwise. The Company will post an announcement on the Company's website (https://www.fihmobile.com) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting, if any.
For the avoidance of doubt, the EGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the EGM under bad weather conditions, bearing in mind their own safety/situation.
(8) No gifts or refreshments will be provided at the EGM.
As at the date of this notice, the board of directors of the Company comprises two executive directors, namely Mr. LIN Chia-Yi (also known as Charles LIN) and Dr. KUO Wen-Yi; two non-executive directors, namely Mr. HUANG Ying Shih (also known as Philip HUANG) and Mr. CHANG Chuan-Wang; and three independent non-executive directors, namely Mr. LAU Siu Ki, Ms. CHEN Shu Chuan (also known as Nadia CHEN) and Mr. CHIU Yen-Tsen (also known as CHIU Yen-Chen, Dennis).
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