FIH Mobile : GENERAL MANDATES TO ISSUE NEW SHARES AND TO BUY-BACK SHARES, MANDATE TO ISSUE NEW SHARES UNDER THE SHARE SCHEME, FINAL AND SPECIAL DIVIDENDS, PROPOSED RE-APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS, RE-ELECTION OF DIRECTORS AND NOTICE OF AGM

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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.

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 NEW SHARES AND TO BUY-BACK SHARES,

MANDATE TO ISSUE NEW SHARES UNDER THE SHARE SCHEME, FINAL AND SPECIAL DIVIDENDS,

PROPOSED RE-APPOINTMENT OF

INDEPENDENT NON-EXECUTIVE DIRECTORS, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of the Company to be held at Luxembourg Room, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 25 May 2016 at 10: 00 a.m. is set out on pages 21 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, Wan Chai, 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 should you so wish.

Hong Kong, 15 April 2016

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board ... ........ ....... ....... ........ ....... ........ ....... ....... 4

Responsibility Statement ..... ....... ....... ........ ....... ........ ....... ....... 4

Introduction . . ....... ........ ....... ....... ........ ....... ........ ....... ....... 5

Issue mandate ....... ........ ....... ....... ........ ....... ........ ....... ....... 5

Buy-back mandate ... ........ ....... ....... ........ ....... ........ ....... ....... 6

Scheme mandate ..... ........ ....... ....... ........ ....... ........ ....... ....... 6

Proposed declaration and payment of dividends ..... ....... ........ ....... ....... 8 Proposed re-appointment of independent non-executive directors 10

Re-election of directors 11

Annual general meeting 12

Recommendations 12

Appendix I - Explanatory Statement of the Buy-back Mandate 13

Appendix II - Biographical Details of Independent Non-executive Directors

to be Re-appointed 16

Appendix III - Biographical Details of Directors subject to Re-election 18

Notice of Annual General Meeting 21

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

''Annual General Meeting'' the annual general meeting of the Company to be held at

Luxembourg Room, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 25 May 2016 at 10: 00 a.m. or, where the context so admits, any adjournment thereof

''Articles'' the amended and restated articles of association of the Company

''Board'' the board of Directors

''Buy-back Mandate'' the buy-back mandate proposed to be granted to the Directors

to buy-back Shares up to 10% of the number of issued shares of the Company as at the date of passing of the resolution approving this buy-back mandate

''Companies Law'' the Companies Law of the Cayman Islands

''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

''Dividends'' collectively, the Special Dividend and the Final Dividend

''Eligible Persons'' the employees, directors and other members of senior

management, and third party service providers (including without limitation the employees of Hon Hai and its subsidiaries other than the Group), of the Group who or which may be eligible to participate in the Share Scheme in accordance with its terms

''Final Dividend'' US$0.00869 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

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''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 of the Company

''Hon Hai Group'' Hon Hai, its subsidiaries and/or associates (as the case may

be)

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Issue Mandate'' the issue mandate proposed to be granted to the Directors to

allot, issue and deal with Shares not exceeding 20% of the number of issued shares of the Company as at the date of passing of the resolution approving this issue mandate

''Latest Practicable Date'' Friday, 8 April 2016, 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

''Member(s)'' or

''Shareholder(s)''

holder(s) of the Share(s)

''Memorandum and Articles of Association''

the amended and restated memorandum and articles of association of the Company

''PRC'' the People's Republic of China

''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 Dividends

''Record Date'' Monday, 6 June 2016, being the record date for determining

entitlement to the proposed Dividends

''Scheme Mandate'' the scheme mandate proposed to be granted to the Board (or

its duly authorised committee, officer(s) or delegate(s)) to allot and issue Shares not exceeding 2% of the number of issued shares of the Company as at the date of passing of the resolution approving this scheme mandate

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share(s)'' ordinary share(s) with a nominal value of US$0.04 each in the share capital of the Company