FIT Hon Teng Limited — Proxy Solicitation & Information Statement 2017

Oct 11, 2017

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 a licensed stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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FIT Hon Teng Limited 鴻騰六零八八精密科技股份有限公司

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

PROPOSED ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, October 27, 2017 at 10:30 a.m., is set out on pages 13 to 14 of this circular. Whether or not you are able to attend the extraordinary 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, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the extraordinary general meeting (i.e. before 10:30 a.m. on Wednesday, October 25, 2017) or any adjournment thereof. 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, October 12, 2017

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX — SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

— i —

DEFINITIONS

In this circular, the following terms shall have the meanings set out below unless the context requires otherwise:

“Adoption Date”	October 27, 2017, being the date on which the Share Option Scheme is to be
	considered and, if thought fit, to be adopted by the Shareholders passed in the
	EGM;
“Announcement”	the announcement of the Company dated October 9, 2017 regarding the
	proposed adoption of the Share Option Scheme;
“associate(s)”	having the meaning as defined in the Listing Rules;
“Board”	the board of Directors;
“Company”	FIT Hon Teng Limited (鴻騰六零八八精密科技股份有限公司), a company
	incorporated in the Cayman Islands with limited liability under the name
	Foxconn Interconnect Technology Limited and carrying on business in Hong
	Kong as FIT Hon Teng Limited, the Shares of which are listed on the Main
	Board of the Stock Exchange;
“connected person(s)”	having the meaning as defined in the Listing Rules;
or “core connected
person(s)”
“Director(s)”	the director(s) of the Company;
“EGM”	the extraordinary general meeting of the Company to be held on Friday, October
	27, 2017 at 10:30 a.m. to approve, among other things, the adoption of the Share
	Option Scheme, or where the context so admits, any adjournment thereof;
“Grantee(s)”	any Qualifying Participant who accepts the Offer in accordance with the terms
	of the Share Option Scheme or (where the context so permits) his personal
	representative(s);
“Group”, “we” or “us”	the Company and its subsidiaries;
“Hon Hai”	Hon Hai Precision Industry Co., Ltd. (鴻海精密工業股份有限公司), a
	limited liability company established in Taiwan and listed on the Taiwan Stock
	Exchange (Stock Code: 2317), the controlling shareholder of the Company;
“Hon Hai Group”	Hon Hai and its subsidiaries and (where relevant) 30%-controlled entities and,
	for the purpose of this circular, excluding the Group;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China;

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DEFINITIONS

“inside information” having the meaning as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Invested Entity” any entity in which the Group holds any equity interest;

• “Latest Practicable Date” October 7, 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended and/or supplemented from time to time;

• “Offer” an offer for the grant of an Option made in accordance with the Share Option Scheme;

• “Option” an option to subscribe for Shares granted pursuant to the Share Option Scheme and for the time being subsisting;

“Option Period” in respect of any particular Option, a period of time to be notified by the Board to each Grantee, which the Board may in its absolute discretion determine, save that such period must expire not more than ten (10) years from the date on which the Option is offered to a Qualified Participant;

• “Qualified Participant(s)” any director or employee of the Group, any customer of or supplier of goods or services to the Group, any customer of or supplier of goods or services to any Invested Entity, or any person or entity that provides research, development or technical support to the Group or any Invested Entity;

• “Scheme Period” a period of ten (10) years commencing on the Adoption Date;

• “Share(s)” ordinary share(s) of US$0.01953125 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

“Shareholders” the holders of the Shares; “Share Option Scheme” the share option scheme proposed to be adopted by the Company at the EGM, a summary of the principal terms of which is set out in the Appendix to this circular; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

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DEFINITIONS

“Subscription Price”	the price at which each Share underlying an Option may be subscribed for on
	the exercise of that Option, subject to adjustments in accordance with the Share
	Option Scheme;
“subsidiary(ies)”	having the meaning ascribed to it under the Listing Rules;
“US$”	United States dollars, the lawful currency of the United States of America; and
“%”	percent.

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LETTER FROM THE BOARD

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FIT Hon Teng Limited 鴻騰六零八八精密科技股份有限公司

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

Executive Directors:

LU Sung-Ching (Chairman) LU Pochin Christopher GILLESPIE William Ralph

Non-executive Director: CHEN Ga-Lane

Independent Non-executive Directors:

CURWEN Peter D TANG, Kwai Chang CHAN, Wing Yuen Hubert

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarters in Taiwan: 66-1, Chungshan Road Tucheng District New Taipei City 23680 Taiwan

Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong

October 12, 2017

Dear Shareholders,

PROPOSED ADOPTION OF SHARE OPTION SCHEME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the proposed adoption of the Share Option Scheme, and to seek approval of the Shareholders in respect of the ordinary resolution set out in the notice of the EGM on pages 13 to 14 of this circular.

As stated in the Announcement, the Board proposes to adopt the Share Option Scheme in relation to the grant of options to the Qualified Participants to subscribe for the Shares.

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LETTER FROM THE BOARD

The Company does not currently have any subsisting share option scheme. The Directors consider it important to enable the Group to offer valuable incentive to attract and retain quality personnel to work towards enhancing the value and attaining the long-term objectives of the Group, and the Board has proposed and recommended to the Shareholders to approve the adoption of the Share Option Scheme. In order to achieve the aforementioned purpose, the Directors may specify at the time of the grant, the minimum period, if any, for which an Option must be held or the performance targets, if any, that must be achieved before the Option can be exercised as well as the Subscription Price.

As of the Latest Practicable Date, there were 6,733,854,888 Shares in issue. Assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the Adoption Date, the number of Shares issuable pursuant to the Share Option Scheme will be 673,385,488 Shares, being approximately 10% of the total number of Shares in issue on the Adoption Date, unless the Company obtains an approval from the Shareholders to refresh the 10% limit on the basis that the maximum number of Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other option schemes of the Company shall not exceed 30% of the issued share capital of the Company from time to time.

The Share Option Scheme is conditional upon:

• (i) the approval of the Shareholders at a general meeting to be held; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the new Shares which may be allotted and issued pursuant to the exercise of the Options.

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and the permission to deal in, the new Shares which may be allotted and issued pursuant to the Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the value of the Options have not been determined. Such variables include but are not limited to the Subscription Price, Option Period, lock-up period (if any) and performance targets (if any). The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

There is no trustee to be appointed by the Company under the Share Option Scheme.

A summary of the principal terms of the Share Option Scheme is set out in the Appendix to this circular. A copy of the rules of the Share Option Scheme is available for inspection during normal business hours at 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong from the date of this circular to the date of the EGM (both dates inclusive) and also at the EGM.

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LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, October 27, 2017 at 10:30 a.m., is set out on pages 13 to 14 of this circular. At the EGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, to approve the Share Option Scheme.

Pursuant to Rules 13.39(4) and 13.39(5) of the Listing Rules, all resolutions proposed at the EGM will be determined by way of poll and an announcement will be made by the Company on the poll results of the EGM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM in relation to the adoption of the Share Option Scheme.

A form of proxy for use in connection with the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. before 10:30 a.m. on Wednesday, October 25, 2017) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

RECOMMENDATION

The Directors believe that the adoption of the Share Option Scheme is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, October 24, 2017 to Friday, October 27, 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the branch share registrar, 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 Monday, October 23, 2017.

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 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.

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LETTER FROM THE BOARD

GENERAL

Your attention is drawn to the additional information set out in the Appendix to this circular and the notice of the EGM.

Yours faithfully, By Order of the Board FIT Hon Teng Limited* LU Sung-Ching Chairman of the Board

• Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited

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APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

1. PURPOSE OF THE SCHEME

The purpose of this Share Option Scheme is to (i) provide an incentive to attract and retain quality personnel to work to enhance the value of the Company and the Shares and (ii) maintain or foster business relationships with individuals or entities who have contributed or will contribute to the growth of the Group.

2. QUALIFYING PARTICIPANTS

The Directors may at their discretion grant options to:

• (i) any director or employee of the Group; or

• (ii) any customer of or supplier of goods or services to the Group; or

• (iii) any customer of or supplier of goods or services to any Invested Entity; or

• (iv) any person or entity that provides research, development or technical support to the Group or any Invested Entity.

3. EXERCISE OF OPTIONS

(a) Subscription Price

The Subscription Price shall not be less than the higher of (i) the closing price per Share as stated in the Stock Exchange’s daily quotations sheet on the date of the grant of the Option; (ii) the average closing price per Share as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the date of the grant of the Option; and (iii) nominal value of the Shares.

(b) Award in Cash or Shares

Within a reasonable period of time after the Company receives a notice of exercise of Option(s) from a Grantee, the Grantee will receive at the Board’s discretion, either Shares (subject to the receipt by the Company of the required Subscription Price in respect of the Shares underlying the exercised Option(s)), or a one-off cash payment which is equal to the difference between the Subscription Price and the market value per Share on or about the date on which the Option is exercised (as the Board may determine), multiplied by the aggregate number of Shares underlying the exercised Options.

4. ACCEPTANCE OF OFFER

Any Offer may be accepted, in whole or in part, in a board lot of dealing in Shares on the Stock Exchange or an integral multiple thereof. An Offer shall be deemed to have been accepted and the Option to which the Offer relates shall be deemed to have been granted and to have taken effect when the duplicate letter of Offer comprising acceptance of the Offer duly signed by the Grantee, together with a nonrefundable remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof, is received by the Company within a period of 5 business days after the date of Offer, provided that no such Offer shall be open for acceptance after the expiry of the Scheme Period or after the Share Option Scheme has been terminated.

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APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

5. MAXIMUM NUMBER OF SHARES

The maximum number of Shares which may be issued upon the exercise of all Options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 10% of the share capital of the Company in issue at the Adoption Date (the “ General Mandate Limit ”) provided that:

• (i) the Company may seek approval by Shareholders in general meeting to refresh the General Mandate Limit up to 10% of the issued share capital of the Company at the date of the shareholders’ approval to refresh the limit; and

• (ii) the Company may seek separate Shareholders’ approval in general meeting to grant options beyond the General Mandate Limit provided that the options in excess of the General Mandate Limit are granted only to Qualifying Participants specifically identified by the Company before such approval is sought,

subject to the limitation that the maximum number of Shares which may be issued or issuable upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 30% of the issued share capital of the Company from time to time.

As at the Latest Practicable Date, a total number of 6,733,854,888 Shares were in issue. If no further Shares are issued prior to the date of adoption of the Share Option Scheme, Options to subscribe for a total of 673,385,488 Shares may be granted under the Share Option Scheme pursuant to the General Mandate Limit.

The maximum number of Shares (issued and to be issued upon the exercise of Option) in respect of which Options may be granted under the Share Option Scheme to any one Grantee in any 12-month period shall not exceed 1% of the share capital of the Company in issue unless approval of the Shareholders has been obtained in accordance with the Listing Rules. The Company will issue a circular to the Shareholders which will contain all the information as required under the Listing Rules (if applicable).

6. GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of Options to a Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of the Option).

Where any Option is proposed to be granted to a substantial shareholder of the Company or an independent non-executive Director or any of their respective associates, and the proposed grant of Options would result in the Shares issued and to be issued upon exercise of all Options already granted (including Options exercised, cancelled and outstanding) and to be granted to such person in the 12-month period up to and including the date of the grant of such options to (i) represent in aggregate over 0.1% of the total issued Shares for the time being and (ii) have an aggregate value (based on the closing price of a Share at each date of the grant of these Options) exceeding HK$5 million, the proposed grant shall be subject to the approval of the Shareholders in a general meeting in accordance with the requirements of the Listing Rules. The Company will issue a circular to the Shareholder which will contain all the information as required under the Listing Rules (if applicable). The proposed grantee, his associates and all core connected persons will abstain from voting in favour at such general meeting.

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APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

7. RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

Grant of Options may not be made after inside information has come to the knowledge of the Company until such inside information has been announced in accordance with the relevant requirements of the Listing Rules. Furthermore, no Option may be granted during the period commencing one month immediately preceding the earlier of (i) the date of the Board meeting for the Company’s interim or annual results; and (ii) the deadline for the Company to publish its interim or annual results announcement, and ending on the date of the results announcements.

8. EXERCISE PERIOD OF OPTIONS

The Grantee may subscribe for Shares during such period as may be determined by the Directors (which shall not be more than 10 years from the date of grant of the relevant Option and may include the minimum period, if any, for which an Option must be held before it can be exercised).

9. PERFORMANCE TARGET

The Directors may, at their absolute discretion, specify at the time of the grant, the performance targets (if any) that must be achieved before the Option can be exercised.

10. TRANSFERABILITY OF OPTIONS

An Option may not be transferred or assigned and will be personal to the Grantee.

11. RANKING OF SHARES

Shares allotted on the exercise of an Option will be subject to all provisions of the articles of association of the Company (as amended from time to time) and rank pari passu with the other Shares in issue on exercise of the relevant Option except in respect of any dividend or other distribution previously resolved or announced to be paid before the date of allotment.

12. RIGHTS ON RESIGNATION OR DISMISSAL

If the Grantee resigns or is dismissed from the employment of the Group, the Grantee may exercise the Option within a period of one month thereafter, failing which the Option will lapse.

13. RIGHTS ON CESSATION OF EMPLOYMENT

If the Grantee retires in accordance with the terms of his employment, the Grantee may exercise the Option within a period of 12 months from the date of retirement or such longer period as the Board may determine, failing which the Option will lapse.

14. RIGHTS ON DEATH

If the Grantee of an Option dies, the personal representatives of the Grantee may exercise the Option within a period of 12 months following his death or such longer period as the Board may determine, failing which the Option will lapse.

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APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

15. EFFECT OF ALTERATIONS TO CAPITAL STRUCTURE

In the event of any alteration in the capital structure of the Company whilst the Share Option Scheme is still subsisting or any Option remains exercisable, whether by way of capitalisation issue, rights issue, subdivision, reduction or consolidation of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), the Subscription Price or the number of Shares subject to the Options (so far as such Option remains unexercised) and to the Share Option Scheme shall be adjusted with corresponding alterations by the Board (having received a statement in writing from the auditors of the Company that in their opinion the adjustments proposed satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules), provided always that a Grantee shall have the same proportion of the equity capital of the Company as that to which he was entitled before such adjustments but no such adjustments may be made to the extent that a Share would be issued at less than its nominal value.

16. RIGHTS ON A GENERAL OFFER

If a general offer is made to the Shareholders and the offer becomes or is declared unconditional during the Option Period, each Grantee shall be entitled to exercise any Option to the extent that it has not been so exercised but whether vested or not, any Option at any time before the expiry of the period of 10 business days following the date on which the offer becomes or is declared unconditional.

17. RIGHTS ON WINDING UP

If notice is duly given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company or an order of court is made for the winding-up of the Company, a Grantee may in respect of outstanding Options by notice in writing to the Company which shall be accompanied with a remittance for the full amount of the aggregate Subscription Price for the Shares under the notice within 15 business days after the date of such resolution, elect to be treated as if every Option held by the Grantee (to the extent not already exercised but whether vested or not) had been exercised immediately before the passing of the resolution. For the avoidance of doubt no cash alternative will be paid to any Grantee.

18. RIGHTS ON A COMPROMISE OR ARRANGEMENT

If a compromise or arrangement between the Company and its members or creditors is proposed, each holder of an Option may exercise his Option (to the extent not already exercised but whether vested or not) forthwith until the expiry of 2 calendar months thereafter or the date on which such compromise or arrangement is sanctioned by the Court, whichever is earlier, subject to such compromise or arrangement being sanctioned by the Court and becoming effective.

19. PERIOD OF THE SCHEME

The Share Option Scheme will remain in force for a period of 10 years from the Adoption Date.

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APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

20. VARIATION

Except as allowed by the Listing Rules or with the prior approval of Shareholders in general meeting, no alteration shall be made to the provisions of the Share Option Scheme relating to any of the above matters or of the terms or conditions of the Share Option Scheme which are of a material nature or change the terms of Options granted under the Share Option Scheme, except where the alteration takes effect automatically under the existing terms of the Share Option Scheme. The Directors may terminate the Share Option Scheme at any time, but Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the rules of such scheme.

21. CANCELLATION OF UNEXERCISED OPTION

The Company may cancel an Option granted under the Share Option Scheme but not exercised with the approval of the Grantee. If the Company cancels such Options and issues new ones to the same Grantee, the issue of such new Options may only be made under the Share Option Scheme with available unissued Options (excluding the cancelled Options) within the limit approved by the Shareholders as mentioned in the paragraph headed “5. Maximum number of Shares” above.

22. LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest of, among other things, (i) expiry of the Option Period; (ii) the expiry of any of the periods referred to in paragraphs 13, 14, 16, 17, 18, or as the case maybe, the time from which the Grantee ceases to be a Qualified Participant pursuant to paragraph 12; (iii) the date on which the Grantee commits a breach of paragraph 10; (iv) where an Option was granted subject to certain conditions, restrictions or limitations, the date on which the Board resolves that the Grantee has failed to satisfy or comply with such conditions, restrictions or limitations; (v) in respect of a Grantee being a consultant or adviser, the date on which the Board resolves that the consultant or adviser fails to comply with any provisions of the relevant contracts, or breaches its fiduciary duty under the common law; and (vi) the occurrence of such event or expiry of such period as may have been specifically provided for in the offer letter, if any.

23. TERMINATION

On termination of the Share Option Scheme by resolution of the Board or the Shareholders before the end of the Scheme Period, no further Options will be offered but the provisions of the Share Option Scheme shall remain in force in all other respects. In particular, all Options granted and accepted prior to the termination and yet to be exercised shall continue to be valid and exercisable in accordance with the terms of the Share Option Scheme.

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NOTICE OF EGM

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FIT Hon Teng Limited 鴻騰六零八八精密科技股份有限公司

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of FIT Hon Teng Limited (the “ Company ”) will be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, October 27, 2017 at 10:30 a.m., for the following purpose:

To consider and, if thought fit, passing (with or without modifications) the following ordinary resolution:

“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the ordinary shares of US$0.01953125 each in the share capital of the Company (the “ Shares ”) to be issued and allotted pursuant to the exercise of any options to be granted under the share option scheme (the “ Share Option Scheme ”) of the Company, the Share Option Scheme and the rules thereof (a copy of which has been exhibited to the meeting marked “A” and initialled by the chairman of the meeting for the purpose of identification) be and are hereby approved and adopted and that the directors of the Company be and are hereby authorised to implement such scheme and rules to grant options and to allot and issue Shares pursuant thereto and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or desirable in order to give effect to and/or implement the Share Option Scheme.”

By Order of the Board FIT Hon Teng Limited* LU Sung-Ching Chairman of the Board

Hong Kong, October 12, 2017

Registered Office: Headquarters in Taiwan: Cricket Square 66-1, Chungshan Road Hutchins Drive Tucheng District P.O. Box 2681 New Taipei City 23680 Grand Cayman KY1-1111 Taiwan Cayman Islands

Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong

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NOTICE OF EGM

Notes:

• (a) The register of members of the Company will be closed from Tuesday, October 24, 2017 to Friday, October 27, 2017, both dates inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the extraordinary general meeting, 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, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Monday, October 23, 2017.

• (b) 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 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.

• (c) 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, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding of the extraordinary general meeting (i.e. before 10:30 a.m. on Wednesday, October 25, 2017) or any adjourned meeting.

• (d) The ordinary resolution set out above will be determined by way of poll.

• Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited

— 14 —