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FIH Mobile Limited — Proxy Solicitation & Information Statement 2026
Apr 16, 2026
50355_rns_2026-04-16_2e5ba8ed-f741-4c53-9820-aaed0c4d1295.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in 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 FIH Mobile Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
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)
GENERAL MANDATES
TO ISSUE SHARES AND TO BUY BACK SHARES,
DECLARATION AND PAYMENT OF FINAL DIVIDEND,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of the Company to be held at Kowloon Room I, Mezzanine Level, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. is set out on pages 23 to 26 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person (or at any adjourned meeting) should you so wish.
For the avoidance of doubt, holders of treasury shares of the Company, if any, shall abstain from voting at the Annual General Meeting.
No gifts or refreshments will be provided at the Annual General Meeting.
Hong Kong, 17 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board 4
Responsibility Statement 4
Introduction 5
Issuance Mandate 5
Buy-back Mandate 6
Proposed declaration and payment of Final Dividend 6
Re-election of Directors 9
Annual General Meeting 11
Voting by Poll 11
Recommendations 11
Appendix I - Explanatory Statement of the Buy-back Mandate 12
Appendix II - Details of Directors subject to Re-election 17
Notice of Annual General Meeting 23
Remark:
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 AGM, the AGM 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 (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 AGM 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 AGM under bad weather conditions, bearing in mind their own safety/situation.
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Kowloon Room I, Mezzanine Level, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. or, where the context so admits, any adjournment thereof
"Articles"
the articles of association of the Company in force for the time being
"Board"
the board of Directors
"Buy-back Mandate"
a general and unconditional mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange up to 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the proposed ordinary resolution at the Annual General Meeting
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Companies Act"
the Companies Act of the Cayman Islands as amended from time to time
"Company"
FIH Mobile Limited, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange
"Director(s)"
the director(s) of the Company
"Final Dividend"
US3.47 cents per Share as recommended by the Board and subject to the approval of Shareholders at the Annual General Meeting, payable in cash to each Qualifying Shareholder
"Foxconn Far East"
Foxconn (Far East) Limited, a limited liability company incorporated in the Cayman Islands and a controlling shareholder (as defined in the Listing Rules) of the Company
"Government"
the Government of Hong Kong
"Group"
the Company and its subsidiaries
- 1 -
DEFINITIONS
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
|---|---|
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hon Hai” | 鴻海精密工業股份有限公司 (Hon Hai Precision Industry Co., Ltd., for identification purposes only), a limited liability company incorporated in Taiwan, the shares of which are listed on the Taiwan Stock Exchange Corporation and the ultimate controlling shareholder (as defined in the Listing Rules) of the Company |
| “Hon Hai Technology Group” | Hon Hai, its subsidiaries and/or associates (as the case may be) |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Issuance Mandate” | a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares out of treasury) not exceeding 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the proposed ordinary resolution at the Annual General Meeting |
| “Latest Practicable Date” | Friday, 10 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time |
| “Member(s)” or “Shareholder(s)” | holder(s) of the Share(s) |
| “Qualifying Shareholders” | Shareholders whose respective names appear on the register of members of the Company as at the close of business on the record date in order to be entitled to the proposed Final Dividend |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time |
| “Share(s)” | the ordinary share(s) of a par value of US$0.40 each in the share capital of the Company |
- 2 -
DEFINITIONS
"Share Consolidation"
the share consolidation on the basis that every ten (10) issued and unissued shares of a par value of US$0.04 each in the then existing share capital of the Company be consolidated into one (1) consolidated share of a par value of US$0.40 each in the existing share capital of the Company effective from 20 May 2025 as approved by the Shareholders on 16 May 2025
"Share Scheme"
the Share Scheme of the Company adopted by the Shareholders on 19 May 2023 and amended by the Board on 7 March 2025
"Stock Exchange"
the Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
having the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended from time to time
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs as amended from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
- 3 -
LETTER FROM THE BOARD
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)
Executive Directors:
LIN Chia-Yi (also known as Charles LIN)
(Chief Executive Officer)
KUO Wen-Yi
Non-executive Directors:
HUANG Ying Shih (also known as Philip HUANG)
(Chairman of the Board)
CHANG Chuan-Wang
Independent Non-executive Directors:
LAU Siu Ki
CHEN Shu Chuan (also known as Nadia CHEN)
CHIU Yen-Tsen
(also known as CHIU Yen-Chen, Dennis)
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
17 April 2026
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES
TO ISSUE SHARES AND TO BUY BACK SHARES,
DECLARATION AND PAYMENT OF FINAL DIVIDEND,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable
LETTER FROM THE BOARD
enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the forthcoming Annual General Meeting in relation to (i) the granting to the Directors of the Issuance Mandate and the Buy-back Mandate; (ii) the declaration and payment of the Final Dividend; and (iii) the re-election of the relevant Directors.
ISSUANCE MANDATE
At the Annual General Meeting, an ordinary resolution number (7) will be proposed for the Shareholders to consider and, if thought fit, approve and grant the Issuance Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares and/or sell or transfer Treasury Shares not exceeding 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the resolution approving the Issuance Mandate.
As at the Latest Practicable Date, the total issued share capital of the Company (excluding 8,181,814 Treasury Shares) comprised 780,268,186 Shares of US$0.40 each. Subject to passing of the ordinary resolution number (7) and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue Shares (including the sale or transfer of Treasury Shares out of the treasury that are held as Treasury Shares of the Company) for a maximum of 78,026,818 Shares.
Details of the Issuance Mandate is set out in resolution number (7) in the notice of the Annual General Meeting set out on pages 23 and 25 of this circular. The Issuance Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; and (c) the revocation or variation of the authority given to the Board under the ordinary resolution approving the Issuance Mandate by passing of an ordinary resolution of the Shareholders in general meeting.
The Directors have no present intention to exercise the Issuance Mandate, if granted to the Directors at the Annual General Meeting.
LETTER FROM THE BOARD
BUY-BACK MANDATE
By resolution approved by the Shareholders entitled to vote at the annual general meeting of the Company held on 16 May 2025, general mandate was given to the Directors, among others, to exercise the powers of the Company to buy back its own Shares in accordance with the relevant rules set out in the Listing Rules and the Takeovers Code. This general mandate will lapse at the conclusion of the forthcoming Annual General Meeting unless renewed at that meeting. An ordinary resolution will therefore be proposed at the Annual General Meeting to renew the general mandate to buy back Shares (excluding Treasury Shares).
At the Annual General Meeting, ordinary resolution number (8) will be proposed for the Shareholders to consider and, if thought fit, approve and grant the Buy-back Mandate. The Shares which may be bought back pursuant to the Buy-back Mandate are up to 10% of the total number of issued Shares (excluding Treasury Shares) on the date of passing of the resolution approving the Buy-back Mandate.
The Buy-back Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; and (c) the revocation or variation of the authority given to the Board under the ordinary resolution approving the Buy-back Mandate by passing of an ordinary resolution of the Shareholders in general meeting.
An explanatory statement as required under the Listing Rules, giving certain information regarding the Buy-back Mandate, is set out in Appendix I to this circular.
PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND
1. Final Dividend
Reference is made to the announcement of the Company dated 13 March 2026. The Board has resolved to recommend the declaration and payment of a Final Dividend of US3.47 cents per Share (which in aggregate amounts to approximately US$27,067,000) for the year ended 31 December 2025, subject to the approval of the Shareholders at the AGM. The proposed aggregate amount of the Final Dividend is calculated on the basis of 780,268,186 Shares in issue (excluding Treasury Shares) as at the date of the announcement of the Company published on 13 March 2026.
Subject to the approval of Shareholders at the AGM, the Final Dividend (to be rounded to two decimal places, if necessary) is expected to be paid in cash on Wednesday, 15 July 2026, and the Final Dividend warrants will be despatched to the Qualifying Shareholders on the same date.
LETTER FROM THE BOARD
The Final Dividend will be payable in United States dollars save that those Shareholders with a registered address in Hong Kong will receive an equivalent amount in Hong Kong dollars (to be rounded to two decimal places, if necessary) which will be calculated at the rate of exchange as quoted to the Company by its relevant banker at its middle rate of exchange prevailing on the record date for the entitlement to the proposed Final Dividend.
As of the Latest Practicable Date, the Company held 8,181,814 Treasury Shares which are not entitled to receive the proposed Final Dividend or any other dividends or distributions. As at the Latest Practicable Date, there is no repurchased shares pending cancellation held by the Company.
For the avoidance of doubt, as at the Latest Practicable Date, all of the 8,181,814 Treasury Shares are held in the Company's own name and none are deposited with CCASS.
2. Condition to Declaration and Payment of Final Dividend
The declaration and payment of the Final Dividend are conditional upon the passing of the corresponding ordinary resolution at the AGM.
If the condition set out above is not satisfied, the proposed Final Dividend will not be declared and paid, and the cash representing the proposed Final Dividend will be used for the Group's general working capital purposes.
3. Reasons for Proposed Declaration and Payment of Final Dividend
The Board would like to declare and pay the Final Dividend to Shareholders to express the Board's gratitude and appreciation of the continuing support from Shareholders throughout the year ended 31 December 2025.
Reflecting the effectiveness of our strategic initiatives and disciplined execution, the Group achieved a significant turnaround in its financial performance for the year ended 31 December 2025. This return to profitability has allowed the Board to recommend a final dividend. The decision is supported by the Group's sound cash flow generation and a strengthened balance sheet. After accounting for the 2026 capital expenditure requirements and the planned repayment of certain borrowings to reduce interest expenses, the Board considered that the Group possesses sufficient liquidity to reward Shareholders while maintaining a solid foundation for future growth in emerging business segments.
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LETTER FROM THE BOARD
4. Closure of Register of Members
For ascertaining Shareholders’ right to attend and vote at the AGM
| Latest time to lodge transfers | 4:30 pm on 15 May 2026 |
|---|---|
| Book close dates (both days inclusive) | 18–22 May 2026 |
| Record date for entitlement to attend and vote at the AGM | 22 May 2026 |
| AGM | 22 May 2026 |
For the purpose of ascertaining Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 18 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no Share transfers will be effected. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 15 May 2026.
For ascertaining Shareholders’ entitlement to the proposed Final Dividend
| Latest time to lodge transfers | 4:30 pm on 12 June 2026 |
|---|---|
| Book close dates (both days inclusive) | 15–17 June 2026 |
| Record date for entitlement to the proposed Final Dividend | 17 June 2026 |
| Final Dividend payment date | 15 July 2026 |
For the purpose of ascertaining Shareholders’ entitlement to the proposed Final Dividend, the register of members of the Company will be closed from Monday, 15 June 2026 to Wednesday, 17 June 2026, both days inclusive, during which no Share transfers will be effected. In order to qualify for the proposed Final Dividend (if any, subject to Shareholders’ approval at the AGM), all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 12 June 2026.
LETTER FROM THE BOARD
5. Timetable
Set out below is an indicative timetable showing certain key dates regarding the Final Dividend for reference:
| Event | Hong Kong Date and Time |
|---|---|
| Despatch of this circular | Friday, 17 April 2026 |
| Last day of trading in Shares quoted cum-Final Dividend | Wednesday, 10 June 2026 |
| Last day of trading in Shares quoted ex-Final Dividend | Thursday, 11 June 2026 |
| Latest time for lodging Share transfers with the Company’s Hong Kong branch share registrar for determining entitlement to the Final Dividend | 4:30 p.m. on Friday, 12 June 2026 |
| Closure of the Company’s register of members for ascertaining the Qualifying Shareholders | From Monday, 15 June 2026 to Wednesday, 17 June 2026 |
| Record date of determining the exchange rate for payment of Final Dividend in Hong Kong dollars | Wednesday, 17 June 2026 |
| Record date for entitlement to the proposed Final Dividend | Wednesday, 17 June 2026 |
| Re-opening of the Company’s register of members | Thursday, 18 June 2026 |
| Payment of the Final Dividend and despatch of the Final Dividend warrants | Wednesday, 15 July 2026 |
RE-ELECTION OF DIRECTORS
Pursuant to article 95 of the Articles, Mr. HUANG Ying Shih (also known as Philip HUANG) (“Mr. Huang”) who was appointed to fill a casual vacancy as a non-executive Director with immediate effect from 31 October 2025 and, being eligible, will offer himself for re-election at the Annual General Meeting. Pursuant to article 112 of the Articles, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not exceeding one-third) shall retire from office by rotation at each annual general meeting of the Company provided that every Director shall be subject to retirement by rotation at least once every three years. In accordance with article 112 of the Articles, Mr. LIN Chia-Yi (“Mr. Lin”) and Ms. CHEN Shu Chuan (“Ms. Chen”), an executive Director and an independent non-executive Director of the Company respectively, will retire from office by rotation at the Annual General Meeting and they, being eligible, will offer themselves for re-election at the Annual General Meeting.
LETTER FROM THE BOARD
The Nomination Committee of the Company ("Nomination Committee") had reviewed the biographical details of Mr. Huang, Mr. Lin and Ms. Chen and confirmed they met the nomination criteria (including but not limited to character and integrity, professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy, enough time commitment to effectively discharge duties as Board member) as set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) as set out in the diversity policy of the Company, and took the view that all of them are fulfilling their role as Directors.
The Nomination Committee had also assessed the independence of Ms. Chen based on her confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules and was satisfied with her independence.
In essence, the Nomination Committee considered that Mr. Huang, Mr. Lin and Ms. Chen possess the required character, competence, integrity, experience and diversity of perspectives, and that their re-election as Directors will bring valuable insights, advice and expertise to the Board. In this regard, at its meeting held on 12 March 2026, the Nomination Committee considered the proposed re-election of Mr. Huang, Mr. Lin and Ms. Chen as Directors and recommended the same to the Board for its consideration, for recommending their re-election as Directors to the Shareholders at the AGM.
For details of the policies and procedures adopted by the Nomination Committee in connection with such proposed re-elections as well as a summary of the Nomination Committee's work so performed, please refer to pages 180 to 183 of the Company's 2025 corporate governance report (forming part of the Company's 2025 annual report) as issued and published simultaneously upon the issuance and publication of this circular.
Recommendation from the Board
After a comprehensive review of all the skill sets, experience, age and qualifications of Mr. Huang, Mr. Lin and Ms. Chen respectively, the Board believed that Mr. Huang, Mr. Lin and Ms. Chen possess the required character, competence, integrity, experience and diversity of perspectives to be re-elected as Directors, and their continued tenure will continue to bring valuable insights, advice, expertise and better diversity of perspectives to the Board.
The Board, having considered the recommendation of the Nomination Committee, accepted the nomination by the Nomination Committee for recommending the Shareholders to re-elect Mr. Huang, Mr. Lin and Ms. Chen as Directors at the AGM. Mr. Huang, Mr. Lin and Ms. Chen had abstained from voting on the relevant resolutions at the Board meeting regarding his/her own re-election.
Details of Mr. Huang, Mr. Lin and Ms. Chen to be re-elected at the AGM are set out in Appendix II to this circular.
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LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The notice convening the AGM is set out on pages 23 to 26 of this circular. At the AGM, resolutions will be proposed to approve, among other things, the granting of the Issuance Mandate, Buy-back Mandate, the declaration and payment of the Final Dividend and the re-election of the relevant Directors.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not the Shareholders are able to attend the AGM, the Shareholders are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the AGM in person if they so wish.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted by a show of hands. Therefore, all the resolutions put to the vote in the AGM will be taken by poll. Treasury Shares, if any, registered in the name of the Company, shall have no voting rights at the AGM. For the avoidance of doubt, Treasury Shares, if any, pending withdrawal from and/or transfer through CCASS shall not bear any voting rights at the Company’s AGM. The chairman of the AGM will explain the detailed procedures for conducting a poll at the commencement of the AGM.
After the conclusion of the AGM, the poll results will be published on the respective websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.fihmobile.com).
RECOMMENDATIONS
The Board considers that: (a) the granting of the Issuance Mandate; (b) the granting of the Buy-back Mandate; (c) the declaration and payment of the Final Dividend; and (d) the re-election of the relevant Directors, respectively, to be proposed at the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
Yours faithfully
For and on behalf of the Board
HUANG Ying Shih
Chairman of the Board
APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Buy-back Mandate, and neither the explanatory statement nor any proposed Share buy-back pursuant to the Buy-back Mandate has any unusual features:
LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their fully-paid up shares on the Stock Exchange subject to certain restrictions.
SHAREHOLDERS' APPROVAL
The Listing Rules provide that all on-market share buy-backs by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such buy-backs.
SHARE CAPITAL
As at the Latest Practicable Date, the total issued share capital of the Company comprised 780,268,186 Shares (excluding 8,181,814 Treasury Shares) of US$0.40 each. Subject to passing of the ordinary resolution approving the Buy-back Mandate and on the basis that no further Shares will be issued, purchased or bought back prior to the Annual General Meeting, exercise in full of the Buy-back Mandate can result in up to 78,026,818 Shares (excluding any Treasury Shares) could be bought back by the Company during the period from 22 May 2026, being the date of the Annual General Meeting, up to the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; and (iii) the revocation or variation of the authority given to the Board under the ordinary resolution approving the Buy-back Mandate by passing of an ordinary resolution of the Shareholders in general meeting.
REASONS FOR BUY-BACK
The Board believes that the value of the Shares traded on-market was undervalued. Accordingly, the Board is of the view that Share buy-backs are in the interests of the Company and its Shareholders as a whole.
FUNDING OF BUY-BACK
Buy-back must be made out of funds which are legally available for such purpose in accordance with all applicable laws of the Cayman Islands and the Articles.
APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE
Any buy-back by the Company may be made out of the profits of the Company or out of a fresh issue of Shares made for the purpose of the buy-back or, if authorised by the Articles and subject to the Companies Act, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the Companies Act, out of capital.
The Directors consider that the exercise in full of the Buy-back Mandate to buy back Shares might have a material adverse impact on the working capital or the gearing position of the Company as compared with its financial position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025.
However, no buy-back will be made in circumstances that may have a material adverse impact on the working capital or gearing position of the Company unless the Directors consider that such buy-backs are in the best interests of the Company notwithstanding such material adverse impact.
GENERAL
The Company confirms that the explanatory statement set out in this Appendix I contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase has unusual features.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances.
For any Treasury Shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the relevant record date for the dividend or distributions; and
(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
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APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE
SHARE PRICES
The monthly highest and lowest prices at which the ordinary shares in the Company (excluding Treasury Shares) were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:
| Share Prices (per share) | ||
|---|---|---|
| Highest | Lowest | |
| HK$ | HK$ | |
| Month (before Share Consolidation) | ||
| 2025 | ||
| April | 0.91 | 0.68 |
| May | 0.87 | 0.74 |
| Month (after Share Consolidation) | ||
| 2025 | ||
| May | 11.80 | 8.19 |
| June | 10.46 | 8.86 |
| July | 14.58 | 10.10 |
| August | 16.55 | 13.50 |
| September | 17.89 | 14.75 |
| October | 19.65 | 16.13 |
| November | 19.59 | 17.17 |
| December | 21.26 | 18.20 |
| 2026 | ||
| January | 20.68 | 18.53 |
| February | 22.86 | 18.85 |
| March | 22.68 | 19.30 |
| April (up to the Latest Practicable Date) | 22.20 | 19.33 |
THE TAKEOVERS CODE
If as a result of a buy-back of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of shareholding interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Based on information that is publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date, Hon Hai (through Foxconn Far East) was interested in a total of 508,103,452 Shares (excluding Treasury Shares), representing approximately $65.12\%$ of the total number of issued Shares (excluding Treasury Shares) as at such date. In the event that the Directors exercise the Buy-back Mandate in full, and assuming that there is no alteration to the existing shareholding of Hon Hai and Foxconn Far East, the indirect shareholding of Hon Hai in the Company will increase to approximately $72.35\%$ . Taking into account that each of Hon Hai and Foxconn Far East is already holding more than $50\%$ of the issued Shares as at the Latest Practicable Date, it is not expected that any buy-back of Shares pursuant to the Buy-back Mandate would give rise to a mandatory offer obligation on the part of Hon Hai and/or Foxconn Far East under Rule 26 of the Takeovers Code. Save as aforesaid and based on information that is publicly available to the Company and within the
APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE
knowledge of the Directors as at the Latest Practicable Date, the Directors are not aware of any other consequence that would arise under Rule 26 of the Takeovers Code as a result of exercising the power to buy back Shares under the Buy-back Mandate. The Directors do not have any present intention to exercise the Buy-back Mandate to such extent as will trigger the application of Rule 26 of the Takeovers Code.
Also, based on information that is publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date:
(i) approximately 34.66% of the total number of issued Shares (excluding Treasury Shares) which were in the hands of the public for the purposes of the Listing Rules, exclusive of: (a) approximately 65.12% of the total number of issued Shares (excluding Treasury Shares) was held by substantial shareholder (i.e. Hon Hai (the Company's ultimate controlling shareholder) through Foxconn Far East as mentioned above); (b) a total of approximately 0.21% of the total number of issued Shares (excluding Treasury Shares) in which Mr. LIN Chia-Yi and Dr. KUO Wen-Yi, both being the Company's executive Directors, were interested; and (c) approximately 0.01% of the total number of issued Shares (excluding Treasury Shares) was held by the trustee (the "Trustee") of the Share Scheme of the Company (i.e. Core Pacific - Yamaichi International (H.K.) Nominees Limited, a direct wholly-owned subsidiary of Core Pacific - Yamaichi International (H.K.) Limited which is a licensed corporation under the SFO to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities); and
(ii) in the event that the Directors exercise the Buy-back Mandate in full, and assuming that there is no alteration to the existing shareholding of Hon Hai, Foxconn Far East, such Directors and the Trustee and that no other Shareholders will cease to be regarded as part of the public for the purposes of the Listing Rules, the percentage of issued Shares (excluding Treasury Shares) held by the public for the purposes of the Listing Rules will decrease to approximately 27.40%, which is still over the prescribed minimum percentage of shareholding required to be held by the public under the Listing Rules.
DIRECTORS AND THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates (as the term is defined in the Listing Rules), has any present intention to sell Shares to the Company or its subsidiaries if the Buy-back Mandate is approved by the Shareholders.
No core connected person (as the term is defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company and no such person has undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.
UNDERTAKING OF THE DIRECTORS
The Directors will, so far as the same may be applicable, exercise the power of the Company conferred to it under the Buy-back Mandate in accordance with the Listing Rules and all applicable laws of the Cayman Islands.
APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE
BUY-BACKS MADE BY THE COMPANY
In the twelve months immediately preceding the Latest Practicable Date, the Company bought back in multiple batches a total of 8,916,000 Shares on the Stock Exchange in cash for an aggregate consideration (before expenses) of HK$125,439,880, details of which are as follows:
| Month of buy-back (before Share Consolidation) | Number of ordinary shares (of a par value of US$0.04 each) | Price per share | Aggregate consideration paid (before expenses) HK$ | |
|---|---|---|---|---|
| Highest HK$ | Lowest HK$ | |||
| May 2025 | 10,254,000(Note 1) | 0.85 | 0.78 | 8,406,430 |
| Month of buy-back (after Share Consolidation) | Number of ordinary shares (of a par value of US$0.40 each) | Price per Share | Aggregate consideration paid (before expenses) HK$ | |
| Highest HK$ | Lowest HK$ | |||
| May 2025 | 1,087,600 | 9.34 | 8.18 | 9,254,737 |
| June 2025 | 1,287,000 | 10.26 | 8.90 | 12,181,793 |
| July 2025 | 142,000 | 10.36 | 10.12 | 1,460,260 |
| August 2025 | 1,314,000 | 15.44 | 14.30 | 19,778,060 |
| September 2025 | 864,000 | 17.34 | 14.87 | 14,336,060 |
| November 2025 | 1,340,000 | 19.25 | 17.37 | 24,778,730 |
| December 2025 | 1,348,000 | 19.30 | 18.20 | 25,607,400 |
| 7,382,600 | 107,397,040 | |||
| Sub-total | 8,408,000(Note 2) | 115,803,470 | ||
| January 2026 | 508,000 | 19.24 | 18.80 | 9,636,410 |
| Total | 8,916,000(Note 3) | 125,439,880 |
Note 1: As a result of the Share Consolidation effective from 20 May 2025, 10,254,000 old shares of a par value of US$0.04 each in the share capital of the Company which were bought back during the period from 7 May 2025 to 19 May 2025 had been adjusted to become 1,025,400 Shares of a par value of US$0.40 each in the share capital of the Company. For details, please refer to the Company's announcements published on 10 April 2025 and 16 May 2025.
Note 2: 8,408,000 Shares were repurchased during the year ended 31 December 2025. These Shares were not cancelled and were held as Treasury Shares by the Company. 734,186 Treasury Shares were transferred to Mr. Chih Yu Yang, former executive director and the Chairman of the Board of the Company, to satisfy the 734,186 share awards vested on 31 October 2025 in accordance with the Share Scheme of the Company, and therefore, the Company held 7,673,814 Treasury Shares as at 31 December 2025.
Note 3: An aggregate of 8,916,000 Shares had been bought-back by the Company in the preceding twelve months on the Stock Exchange immediately preceding the Latest Practicable Date.
For more details about the above buy-backs, please refer to pages 70 and 71 of the Company's 2025 annual report.
Save as disclosed above, the Company has not purchased, sold or redeemed any of the Shares in the preceding six months (whether on the Stock Exchange or otherwise) ending on the Latest Practicable Date.
APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:
Mr. HUANG Ying Shih (also known as Philip HUANG), aged 55, has been appointed as a non-executive Director, the Chairman of the Board and the chairman of the corporate governance committee of the Company with effect from 31 October 2025, and his length of tenure as a Director of the Company is about 6 months as at the Latest Practicable Date. He will be subject to re-election at the annual general meeting to be held in May 2026 in accordance with the Articles. Mr. Huang has been appointed as the chairman of 智擎尖端科技股份有限公司 (Intellex Works Co., Ltd., for identification purposes only) with effect from 10 December 2025 and 富智康國際股份有限公司 (FIH Co., Ltd., for identification purposes only) with effect from 17 December 2025, all being subsidiaries of the Company incorporated in Taiwan. Mr. Huang has more than 27 years of professional experience in corporate management, financial governance, and digital transformation. His career covers Big Four accounting firms, multinational technology enterprises, and global manufacturing groups possessing strong financial expertise with extensive cross-industry management experience. Mr. Huang began his career at Arthur Andersen & Company and Deloitte Consulting, where he actively participated in numerous SAP ERP implementation and process integration projects. Meanwhile, he gained solid auditing and compliance experience while advising listed companies on internal controls, management frameworks, and organizational transformation. From 2003 to 2005, Mr. Huang joined the Hon Hai Technology Group (also known as "Foxconn") (comprising Hon Hai, being the Company's ultimate controlling shareholder, whose shares are listed on the Taiwan Stock Exchange Corporation, along with its subsidiaries and associates), where he assumed key financial and managerial responsibilities, including financial consolidation for the listing of Foxconn International Holdings Limited (the Company's former name) in Hong Kong in 2005 and overseeing the consolidation of accounting and management reports of the Group's then subsidiaries across Shenzhen, Beijing, and Hungary. From 2007 to 2010, Mr. Huang worked at Hewlett-Packard Taiwan as Head of the SAP Consulting Services Department, focusing on process improvements and International Financial Reporting Standards (IFRS) adoption for multinational clients. From 2012 to 2016, he was associated with Ernst & Young Business Consulting, specializing in corporate management and financial transformation. From 2016 to 2019, he served as Assistant Vice President at Systex Corporation, leading the consulting team and strengthening service delivery models. Mr. Huang rejoined the Hon Hai Technology Group in 2020 and now serves as Head of the Strategic Controlling Division for the Hon Hai Technology Group's "3+3" new business initiatives. He is responsible for overseeing strategy execution, investment planning, and post-investment management to ensure continuous corporate growth and compliance with governance standards. He also supervises the operations of the sub-groups of the Hon Hai Technology Group and serves as CFO Advisor to Sharp Corporation, supporting operational performance, brand development improvement, and the advancement of the Hon Hai Technology Group's new strategic directions. Mr. Huang is a director of Foxtron Vehicle Technologies Co., Ltd., Pan-International Industrial Corp., Advanced Power Electronics Corp. and Shunsin Technology Holdings Limited (whose shares of the above four companies are listed on the Taiwan Stock Exchange Corporation). He is also the chairman of the board of Healthconn Corp. and a director of Long Time Tech. Co., Ltd. (both are public companies in Taiwan). All the above companies are subsidiaries of the Hon Hai Technology Group. He also acts as director of certain subsidiaries and joint-venture companies of Hon Hai. Mr. Huang obtained a Bachelor's degree in accounting from Tunghai University, Taiwan in 1994 and a Master's degree in accounting from National Chung Cheng University, Taiwan in 1996.
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APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed in this Appendix: (a) Mr. Huang did not hold other positions with the Company or other members of the Group, nor did he have any relationships with any director, senior management or substantial or controlling shareholder of the Company; and (b) Mr. Huang did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years up to the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Huang was interested in 177 shares in Hon Hai (an associated corporation of the Company within the meaning of Part XV of the SFO). Save as disclosed above, as at the Latest Practicable Date, Mr. Huang did not have any interest in shares, underlying shares and/or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.
Pursuant to the letter of appointment entered into between Mr. Huang and the Company, Mr. Huang's appointment is for a term of 3 years commencing from 31 October 2025, subject to the requirements of the Articles relating to rotation and re-election of directors at annual general meeting(s) of the Company, including re-election at the first annual general meeting of the Company following his appointment (i.e. the AGM).
Mr. Huang is entitled to an annual emoluments of HK$624,000, payable on a 12-month basis, as determined by the Board from time to time in accordance with the director's remuneration policy adopted by the Board. For the financial year ended 31 December 2025, the total amount of Mr. Huang's emoluments in his capacity as a non-executive Director, the Chairman of the Board and the chairman of the corporate governance committee of the Company was approximately HK$105,677.
Save as disclosed above, in relation to the re-election of Mr. Huang as a non-executive Director, there is no information which is discloseable nor is he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
Mr. LIN Chia-Yi (also known as Charles LIN), aged 55, an executive Director and the chief executive officer of the Company. Mr. Lin has acted as an executive Director of the Company since March 2023 and has been appointed as the chief executive officer of the Company since 1 July 2024. The length of tenure of Mr. Lin as a Director of the Company is, as at the Latest Practicable Date, about 3 years. Mr. Lin was last re-elected as a Director of the Company in May 2023 and will be subject to re-election by rotation at the annual general meeting to be held in May 2026 in accordance with the Articles. Mr. Lin has over 29 years of experience in the communication and computer industries, he brings extensive expertise and experience in research and development (R&D) engineering, new product introduction (NPI), and manufacturing management. Mr. Lin is the chairman (previously, a director during the period from August 2018 to February 2024) of Chiun Mai Communication System, Inc. ("CMCS") and a director of Executor International Limited, both being subsidiaries of the Company. Mr. Lin has been appointed as a non-executive director of Mobile Drive Netherlands B.V. (a joint venture incorporated in the Netherlands indirectly 50%-owned by the Company) with effect from 15 July 2024. During the period from January to June 2024, Mr. Lin was a director of 深圳富泰宏精密工業有限公司 (Shenzhen Futaihong Precision Industrial Co., Ltd., for identification purposes only), a subsidiary of the Company. Mr. Lin exhibits entrepreneurial mindset with outstanding skills in strategic planning, business development, and leadership. He has proven experience in resource optimization, operational efficiency, P&L management, risk control, and talent development. Mr. Lin has excellent communication skill, is adept at building trusting relationship with stakeholder, and is dedicated to delivering successful products to customers. In addition, Mr. Lin is currently leading the team in building artificial intelligent core technology based on current core technologies, and has been actively participating in the Group "3+3" (three key industries "electric vehicles, digital health, and robotics industries" and three key technologies "artificial intelligence, semiconductors and next-generation communication technologies") strategy's new business development in robotics segment as an upfront investment for its long-term development. He joined the Group in 2005 and was in charge of the original design manufacturing (ODM) business operation when the Group acquired CMCS. Mr. Lin has led the team to transform feature phone ODM business to smartphone (SP) ODM business successfully in 2012. Furthermore, he has performed multi-functional roles across business operation, R&D engineering, NPI engineering, and manufacturing and built highly trusted partnerships with customers in launching a series of premium SP products since 2017. Before joining the Company, Mr. Lin was the product manager of BenQ (formerly known as Acer Communications and Multimedia, Inc.) and Quanta Computer Inc. from 1996 to 2001. He also worked with Acer as a strategic sourcing officer in which he had been delegated to Netherlands for 2 years and leading of the procurement management team. Mr. Lin joined CMCS in 2001, mainly responsible for product management. Mr. Lin obtained a master's degree in business (MBA) from National Taiwan University in 1994 and a bachelor's degree in marine environmental engineering from National Sun Yat-sen University in 1992.
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APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed in this Appendix: (a) Mr. Lin did not hold other positions with the Company or other members of the Group, nor did he have any relationships with any director, senior management or substantial or controlling shareholder of the Company; and (b) Mr. Lin did not hold in any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas the past three years up to the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Lin was interested in 1,330,321 Shares in the Company, comprising a personal interest in: (a) 664,127 Shares; and (b) share awards of 333,097 Shares and 333,097 Shares granted by the Company under the Company's Share Scheme, which will be vested on 15 May 2026 and 12 August 2026 respectively. Save as disclosed above, as at the Latest Practicable Date, Mr. Lin did not have any interest in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Pursuant to the letter of appointment entered into between Mr. Lin and the Company, Mr. Lin's appointment is for a term of not more than 3 years commencing from 19 May 2023 and ending upon the conclusion of the relevant annual general meeting of the Company at which (among other things) his next re-election is considered in accordance with the Articles.
Mr. Lin is entitled to annual emoluments consisting of basic salary of US$12,000 per month and a discretionary bonus to be determined by the Board from time to time in accordance with directors' remuneration policy adopted by the Board. For the financial year ended 31 December 2025, the total amount of Mr. Lin's emoluments in his capacity as an executive Director and the chief executive officer of the Company was approximately US$842,220.
Save as disclosed above, in relation to the re-election of Mr. Lin as an executive Director, there is no information which is discloseable nor is he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
Ms. CHEN Shu Chuan (also known as Nadia CHEN), aged 57, was appointed as an independent non-executive Director of the Company on 19 May 2023, and she will be subject to re-election by rotation at the annual general meeting to be held in May 2026 in accordance with the Articles. The length of tenure of Ms. Chen as a Director of the Company is, as at the Latest Practicable Date, almost 3 years. She is also a member of each of the audit committee, remuneration committee and nomination committee of the Company. She has over 37 years of experience in the financial sector, professional knowledge in operational judgement, accounting and financial analysis, operation and management, and also accumulated rich experience in risk management. Ms. Chen has been appointed as an independent director of Sinyi Realty Inc. (which is a Taiwan's well-known real estate agency group, whose shares are listed on the Taiwan Stock Exchange Corporation) with effect from 21 May 2025. Ms. Chen has been a board member and speaker of the ACAMS Taiwan Chapter (focusing on providing education and training on AML (Anti-Money Laundering)/CFT (Combating Financing of Terrorism) in Taiwan) since 2018. Since November 2019, she has also been the chairlady of the Female Leadership Committee of the Taiwan Listed Companies Association which is one of Taiwan's most important economic and trade associations aiming to combine outstanding entrepreneurs and professionals to build a platform for mutual exchange and brainstorming and share learning to expand participants' broader and far-reaching horizons and more substantial competitiveness. The total market value of all association members accounts for 20% of the total market value of the Taiwan stock market. She has been appointed as a non-executive director of EasyCard Corporation (a company providing contactless smartcard payment system (EasyCard) service in Taiwan, whose shares are listed on the Emerging Stock Market of Taipei Exchange) with effect from 27 June 2023. She has also been appointed as the chairlady of EasyCard Investment Holding Co., Ltd. (parent company to EasyCard Corporation) with effect from 30 June 2023. Ms. Chen serves as an independent director of IBF Financial Holdings Co., Ltd. (which is a financial holding company engaged mainly in bills finance, securities, and venture capital services, whose shares are listed on the Taiwan Stock Exchange Corporation) and Shieh Yih Machinery Industry Co., Ltd. (which is the world's top five servo punch manufacturer and the world's top 20 machine tools equipment leader with a global presence, whose shares are listed on Taipei Exchange) with effect from 12 June 2020 and 27 May 2022 respectively. She is also an independent director of International Bills Finance Corporation (a wholly-owned subsidiary of IBF Financial Holdings Co., Ltd., which mainly provides bill finance services in Taiwan) with effect from 28 August 2020. Ms. Chen was a board director of Aegis Custody Co., Ltd. (a company providing one-stop blockchain based custodial solutions) during the period from November 2020 to December 2021. Prior to the foregoing, Ms. Chen held certain leadership and senior managerial positions in the banking and financial industry, including a country executive and managing director (Taiwan) in The Bank of New York Mellon Taipei Branch from August 2007 to October 2019, and a chief representative and country manager for Commerzbank AG Taipei Representative Office from November 2002 to August 2007. Ms. Chen received an Executive Master of Business Administration degree with an emphasis in International Finance Management and an International Executive Master of Business Administration degree in International Finance and Investment from National Taipei University in 2000 and 2006 respectively.
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APPENDIX II
DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed in this Appendix: (a) Ms. Chen did not hold other positions with the Company or other members of the Group, nor did she have any relationships with any director, senior management or substantial or controlling shareholder of the Company; and (b) Ms. Chen did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years to the Latest Practicable Date.
As at the Latest Practicable Date, Ms. Chen did not have any interest in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Pursuant to the letter of appointment was entered into between Ms. Chen and the Company: (a) Ms. Chen’s appointment is for a term of not more than 3 years commencing from 19 May 2023 and ending upon the conclusion of the relevant annual general meeting of the Company at which (among other things) her next re-election is considered in accordance with the Articles; and (b) Ms. Chen is entitled to a fee for her services as an independent non-executive Director of HK$26,000 per month (less any necessary statutory deductions). For the year ended 31 December 2025, the total amount of Ms. Chen’s emoluments in her capacity as an independent non-executive Director was approximately HK$312,000.
As to Ms. Chen’s independence, Ms. Chen has confirmed that she meets the guidelines on the independence set out in Rule 3.13 of the Listing Rules. In this respect, both the nomination committee of the Company and the Board have assessed Ms. Chen’s independence for the purposes of the Listing Rules and have confirmed the same.
In relation to the re-election of Ms. Chen as Director, save as disclosed above, there is no information which is discloseable nor is she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
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 IS HEREBY GIVEN that the Annual General Meeting of the shareholders (the "AGM") 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 Friday, 22 May 2026 at 11:00 a.m. for the following purposes:
(1) To receive the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2025 together with the reports of the directors and the independent auditor thereon.
(2) To declare and pay a final dividend of US3.47 cents per ordinary share of the Company for the year ended 31 December 2025.
(3) To re-elect Mr. HUANG Ying Shih (also known as Philip HUANG) as director and authorise the board of directors of the Company to fix his remuneration.
(4) To re-elect Mr. LIN Chia-Yi (also known as Charles LIN) as director and authorise the board of directors of the Company to fix his remuneration.
(5) To re-elect Ms. CHEN Shu Chuan (also known as Nadia CHEN) as director and authorise the board of directors of the Company to fix her remuneration.
(6) To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorise the board of directors of the Company to fix its remuneration.
As special business, to consider and, if thought fit, to pass with or without modifications the following resolutions:
ORDINARY RESOLUTIONS
(7) "THAT:
(a) subject to resolution number (7)(c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares") (including any sale or transfer of treasury shares (the "Treasury Shares"), which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") out of treasury), to allot, issue or
NOTICE OF ANNUAL GENERAL MEETING
grant securities of the Company (including bonds and debentures or other securities exchangeable for or convertible into Shares) and rights of exchange or conversion and to make or grant offers or agreements which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Listing Rules, be and is hereby generally and unconditionally approved;
(b) the approval in resolution number (7)(a) above shall authorise the Directors during the Relevant Period to make or grant offers or agreements (including bonds and debentures or other securities exchangeable for or convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of additional Shares or securities of the Company allotted, issued, dealt with or granted or agreed conditionally or unconditionally to be allotted, issued, dealt with or granted, by the Directors pursuant to the approval in resolution numbers (7)(a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined below), or (ii) any option scheme or similar arrangement for the time being adopted for the granting or issuance of Shares or rights to acquire Shares, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force for the time being, shall not exceed 10 percent of the total number of issued Shares (excluding Treasury Shares, if any) on the date of passing of this resolution; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
i. the conclusion of the next annual general meeting of the Company; and
ii. the revocation or variation of the authority given to the Directors under this resolution by passing of an ordinary resolution of the shareholders of the Company in general meeting; and
iii. the expiration of the period within which the next annual general meeting of the Company is required by its memorandum and articles of association in force for the time being or any applicable laws of the Cayman Islands to be held.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or
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NOTICE OF ANNUAL GENERAL MEETING
practical problems having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).
(8) “THAT:
(a) subject to resolution number (8)(b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back Shares, to determine whether such Shares bought back shall be held as Treasury Shares by the Company or otherwise be cancelled, subject to and in accordance with the applicable laws and the requirements of the Listing Rules be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in resolution number (8)(a) above shall not exceed 10 percent of the total number of issued Shares (excluding Treasury Shares, if any) on the date of passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” shall have the same meaning as assigned to it under resolution number 7(d) set out in the notice convening this meeting.”
By Order of the Board
HUANG Ying Shih
Chairman of the Board
Hong Kong, 17 April 2026
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
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
(a) The register of members of the Company will be closed from Monday, 18 May 2026 to Friday, 22 May 2026, both dates inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the AGM, 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, 15 May 2026.
(b) The register of members of the Company will be closed from Monday, 15 June 2026 to Wednesday, 17 June 2026, both dates inclusive, during which period no transfer of Shares will be effected. In order to be qualified for the final dividend, 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 Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Friday, 12 June 2026.
(c) 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.
(d) 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 AGM or any adjourned meeting.
(e) With reference to resolution numbers (3) to (5) above, Mr. HUANG Ying Shih, Mr. LIN Chia-Yi and Ms. CHEN Shu Chuan, being eligible, will offer themselves for re-election as directors at the AGM, and details of the above directors are set out in Appendix II to the circular of the Company dated 17 April 2026.
(f) The ordinary resolutions set out above will be determined by way of poll.
(g) 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 AGM, the AGM 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 (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.
(h) For the avoidance of doubt, the AGM 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 AGM under bad weather conditions, bearing in mind their own safety/situation.
(i) No gifts or refreshments will be provided at the AGM.
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