Flat Glass Group Co., Ltd. — AGM Information 2016

Apr 28, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(stock code: 6865)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 9:00 a.m. on Tuesday, 28 June 2016 at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (the “ PRC ”) for the purpose of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company (the “ Board ”) for the year ended 31 December 2015.

2. To consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2015.

3. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the auditors’ report for the year ended 31 December 2015.

4. To consider and approve the profit distribution plan and payment of the final dividend for the year ended 31 December 2015.

5. To consider and approve the re-appointment of Messrs. Deloitte Touche Tohmatsu as the domestic auditors of the Company to hold office until conclusion of the next annual general meeting, and to approve and authorize the Board to determine its remuneration.

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1. To consider and approve the re-appointment of Messrs. Deloitte Touche Tohmatsu as the international auditors of the Company to hold office until conclusion of the next annual general meeting, and to approve and authorize the Board to determine its remuneration.

2. To consider, approve, ratify and confirm the remuneration of the directors of the Company (the “ Directors ”) for the year ended 31 December 2015, and to consider, approve and authorize the Board to determine the remuneration of the Directors for the year ending 31 December 2016, which shall not exceed RMB3 million in total.

3. To consider, approve, ratify and confirm the remuneration of the supervisors of the Company (the “ Supervisors ”) for the year ended 31 December 2015, and to consider, approve and authorize the Board to determine the remuneration of the Supervisors for the year ending 31 December 2016, which shall not exceed RMB2 million in total.

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution of the Company:

“ THAT the articles of association of the Company be amended as follows with effect from the close of this annual general meeting of which these resolutions are passed:

Article 1

By deleting the third paragraph of Article 1, which reads:

“ The Company is a joint stock limited company established under the overall change of original Zhejiang Flat Glass & Mirror Ltd.. The Company was established by the promoters obtained the Business License of the Company following registration with the Zhejiang Province Administration for Industry & Commerce on 29 December, 2005, with the Business License number of 3300002000011. ”

in its entirety and replacing with the following:

“ The Company is a joint stock limited company established on 29 December 2005 by the promoters under the overall change of original Zhejiang Flat Glass & Mirror Ltd.. The Company was registered with the Zhejiang Provincial Administration for Industry & Commerce. ”

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Article 10

By deleting the second paragraph of Article 10, which reads:

“ The business scope of the Company includes: manufacture of special glass, mirror and glass products; sales of construction material and precious metal; loading/unloading wharf cargo; and import and export business. (The Company is only allowed to produce and operate in the permitted scope and valid period for the licensed projects). ”

in its entirety and replacing with the following:

“ The business scope of the Company includes: manufacture of special glass, mirror and glass products; wholesale of construction materials and precious metals; loading/unloading wharf cargo service; import and export business of glass, mirrors, equipment, raw materials of glass and related supplementary materials and glass furnace materials. (The Company operates with appropriate qualifications. )”

Article 15

By deleting Article 15, which reads:

“ Approved by the securities regulatory authority under the State Council, the Company issued 70,000,000 shares (RMB 1 per share), all of which have been subscribed and held by the promoters at the time of the Company’s incorporation. ”

in its entirety and replacing with the following:

“ Approved by the company-approval department authorized by the State Council, the Company issued 70,000,000 shares (with nominal value of RMB 1 per share), all of which have been subscribed and held by the promoters at the time of the Company’s incorporation.

The promoters of the Company are comprised of ten natural persons such as Mr. Ruan Hongliang. When the Company was promoted as a stock corporation, the registered capital of the Company was RMB70 million and the total share capital was 70,000,000 shares, the shareholdings of the promoters were as follows:

		Amount of
	Name of	capital	Percentage	Contribution	Date of
No.	shareholder	contributed	of contribution	method	contribution
		(RMB’000)	(%)
1	Ruan Hongliang	24,500	35.0	Cash	December 2005
2	Jiang Jinhua	17,500	25.0	Cash	December 2005
3	Ruan Zeyun	17,500	25.0	Cash	December 2005
4	Zheng Wenrong	3,150	4.5	Cash	December 2005
5	Shen Fuquan	2,100	3.0	Cash	December 2005
6	Zhu Quanming	2,100	3.0	Cash	December 2005
7	Wei Yezhong	1,050	1.5	Cash	December 2005
8	Shen Qifu	700	1.0	Cash	December 2005
9	Tao Hongzhu	700	1.0	Cash	December 2005
10	Wei Shutao	700	1.0	Cash	December 2005
	Total	70,000	100		”

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Article 16

By deleting the last paragraph of Article 16, which reads:

“ After completion of the above mentioned issuance, the structure of shares is: 1,350 million shares ordinary shares. Of which: 439.3584 million shares were issued to the promoter Ruan Hongliang; 350.532 million shares were issued to the promoter Ruan Zeyun; 324.0816 million shares were issued to the promoter Jiang Jinhua; 57.78 million shares were issued to the promoter Zheng Wenrong; 38.52 million shares were issued to the promoter Shen Fuquan; 38.52 million shares were issued to the promoter Zhu Quanming; 19.26 million shares were issued to the promoter Wei Yezhong; 12.84 million shares were issued to the promoter Tao Hongzhu; 12.84 million shares were issued to the promoter Shen Qifu; 56.268 million shares were issued to other holders of domestic shares; and 450 million shares of overseas-listed foreign shares. ”

in its entirety and replacing with the following:

“ After completion of the above mentioned issuance (including full exercise of over-allotment option), the structure of shares is: 1,350,000,000 ordinary shares. Of which: 439,358,400 shares were issued to the promoter Ruan Hongliang; 350,532,000 shares were issued to the promoter Ruan Zeyun; 324,081,600 shares were issued to the promoter Jiang Jinhua; 57,780,000 shares were issued to the promoter Zheng Wenrong; 38,520,000 shares were issued to the promoter Shen Fuquan; 38,520,000 shares were issued to the promoter Zhu Quanming; 19,260,000 shares were issued to the promoter Wei Yezhong; 12,840,000 shares were issued to the promoter Tao Hongzhu; 12,840,000 shares were issued to the promoter Shen Qifu; 56,268,000 shares were issued to other holders of domestic shares; and 450,000,000 shares were issued to overseas-listed foreign shares Shareholders. The total share capital of the Company is 1,800,000,000 shares. ”

Article 72

By deleting the first sentence of Article 72, which reads:

“ The general meeting shall be convened by the Board, and the chairman of the Board shall act as the president of the meeting. If the chairman is unable or fails to perform his duties, more than half of the directors may elect a director to convene and act as the president of the meeting. ”

in its entirety and replacing with:

“ General Meetings shall be convened by the Board and the chairman of the Board shall act as chairman of the meeting . If the chairman of the Board is unable or fails to perform his duties, the deputy chairman of the Board shall act as the chairman of the meeting; if the deputy chairman is unable or fails to perform his duties, more than half of the directors may elect a director to convene and act as the chairman of the meeting. ”

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Article 96

By deleting the first paragraph of Article 96, which reads:

“ The Company sets a Board, which comprises 7 directors, including three non-executive directors and one chairman. ”

in its entirety and replacing with:

“ The Company shall establish a board of directors, which comprises 7 directors, including three independent non-executive directors, and shall have one chairman and one deputy chairman. ”

Article 106

By deleting the last sentence of Article 106, which reads:

“ If the chairman is unable to perform his duties, such duties shall be performed in proxy by one director designated by the chairman .”

in its entirety and replacing with the following:

“ The deputy chairman shall assist the chairman’s work, if the chairman is unable or fails to perform his duties, the deputy chairman shall perform his duties, if the deputy chairman is unable or fails to perform his duties, such duties shall be performed by a director who is nominated and elected by more than half of the directors .”

By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman

Jiaxing, Zhejiang, the PRC 29 April 2016

As at the date of this notice, the executive directors of the Company are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong, Mr. Shen Qifu and the independent non-executive directors of the Company are Ms. Pan Yushuang, Mr. Li Shilong and Mr. Ng Ki Hung.

Notes:

1. In order to ascertain shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 29 May 2016 (Sunday) to 28 June 2016 (Tuesday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming AGM, all transfer documents must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 22nd

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Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H Shares), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC (for holders of Domestic Shares), for registration before 4:30 p.m. on 27 May 2016 (Friday).

Shareholders whose names appear on the register of members of the Company on 29 May 2016 (Sunday) are entitled to attend and vote at the AGM.

The Board has recommended a final dividend for the year ended 31 December 2015 of RMB7.2 cents per ordinary share (before tax) (equivalent to approximately HK8.6 cents per ordinary share (before tax))(the “ 2015 Final Dividend ”) and, if the resolution regarding the payment of the 2015 Final Dividend is approved by the shareholders at the AGM, the 2015 Final Dividend is expected to be distributed on or around 22 August 2016 (Monday) to shareholders whose names appear on the register of members of the Company on 12 July 2016 (Tuesday).

For the purpose of ascertaining shareholders’ entitlement to the 2015 Final Dividend, the register of members of the Company will be closed from 8 July 2016 (Friday) to 12 July 2016 (Tuesday) (both days inclusive) for the purpose of determining shareholders’ entitlement to the 2015 Final Dividend. In order to qualify for receiving the 2015 Final Dividend, all transfer documents must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H Shares), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC (for holders of Domestic Shares), for registration before 4:30 p.m. on 7 July 2016 (Thursday). The record date for entitlement to the 2015 Final Dividend is 12 July 2016 (Tuesday).

1. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.

2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.

3. In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

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1. Shareholders or their proxies shall provide their identification documents when attending the AGM.

2. Shareholders who intend to attend the AGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 7 June 2016 (Tuesday).

3. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

4. The address of the head office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

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