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Flat Glass Group Co., Ltd. — AGM Information 2017
May 11, 2017
51063_rns_2017-05-11_99a478f8-d554-42b9-8126-975af84c3422.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this Supplemental Circular or as to the action to be taken, you should consult a 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 the Company, you should at once hand this Supplemental Circular, together with the accompanying Revised Proxy Form to the purchaser or the transferee, or to the bank, stockbroker 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 Supplemental 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 Supplemental Circular.
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)
SUPPLEMENTAL CIRCULAR TO THE ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
This Supplemental Circular shall be read in conjunction with the Circular.
Supplemental notice convening the AGM to be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, at 9:30 a.m. on 13 June, 2017 is set out on pages 15 to 16 of this circular.
The Revised Proxy Form for use at the AGM is also enclosed with this Supplemental Circular. If you intend to attend the AGM by proxy, you are required to complete and return the enclosed Revised Proxy Form in accordance with the instructions printed thereon to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at Level 22, 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 People’s Republic of China (for holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the Revised Proxy Form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
12 May 2017
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
1 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
3 |
| APPENDIX I – REPORT ON RELATED PARTIES TRANSACTIONS | |
| DURING THE PERIOD FROM 1 JANUARY 2014 | |
| TO 31 DECEMBER 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
6 |
| SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . | 15 |
– i –
DEFINITIONS
In this Supplemental Circular, the following expressions shall have the following meanings unless the context requires otherwise. Other capitalised expressions used in this Supplemental Circular but not defined below shall have the same meaning as those used in the Circular.
“A Share(s)” ordinary share(s) proposed to be issued by the Company pursuant to the Proposed A Share Offering and subscribed for in RMB
“Articles of Association” the articles of association of the Company
“AGM” the Annual General Meeting of the Company to be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou district, Jiaxing, Zhejiang Province, the PRC, at 9:30 a.m. on 13 June 2017, or any adjournment thereof
-
“Board” the board of Directors of the Company
-
“Circular” the circular of the Company dated 28 April 2017
-
“Company” Flat Glass Group Co., Ltd.*（福萊特玻璃集團股份有限公 司）, a joint stock company established in the PRC with limited liability on 29 December 2005, the H Shares of which are listed on the main board of the Stock Exchange (stock code: 6865)
-
“Company Law” the Company Law of the PRC
-
“Directors” the directors of the Company
-
“Domestic Shares” ordinary share(s) in the capital of the Company with a nominal value of RMB0.25 each, which are subscribed for or credited as paid up in RMB by PRC nationals and/or PRC corporate entities
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Original Proxy Form”
the original form of proxy for use at the AGM enclosed with the Circular
“PRC”
the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
– 1 –
DEFINITIONS
| “Proposed A Share Offering” | the Company’s proposed initial public offering of not |
|---|---|
| more than 200,000,000 A Shares, which are proposed | |
| to be listed on the Shanghai Stock Exchange | |
| “Revised Proxy Form” | the revised proxy form for use at the AGM enclosed |
| with this Supplemental Circular | |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Share(s)” | the Domestic Share(s) and the H Share(s) |
| “Shareholder(s)” | the holder(s) of the Share(s) of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Supplemental Circular” | this supplemental circular of the Company dated 12 |
| May 2017 | |
| “US$” | United States dollars, the lawful currency of the United |
| States of America | |
| “%” | percent |
In this Supplemental Circular, unless the context otherwise requires, the terms “connected person(s)”, “connected transaction(s)”, “controlling shareholder(s)” and “substantial shareholder(s)”, if used, shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.
Certain amounts and percentage figures set out in this Supplemental Circular have been subject to rounding adjustments. Accordingly, figures shown as total in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.
Reference to the singular number includes references to the plural and vice versa and references to one gender include every gender.
English names of Chinese entities marked with “*” are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevails.
– 2 –
LETTER FROM THE BOARD
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)
Executive Directors: Registered office, headquarters and Mr. Ruan Hongliang (Chairman) principal place of business in the PRC: Ms. Jiang Jinhua 1999 Yunhe Road Mr. Wei Yezhong Xiuzhou District Jiaxing Mr. Shen Qifu Zhejiang Province PRC
Independent non-executive Directors: Principal place of business in Hong Kong: Dr. Cui Xiaozhong 18/F Tesbury Centre Mr. Li Shilong 28 Queen’s Road East Mr. Ng Ki Hung Wanchai Hong Kong 12 May 2017
To the Shareholders,
Dear Sir/Madam,
SUPPLEMENTAL CIRCULAR TO THE ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
This Supplemental Circular should be read in conjunction with the Circular.
This Supplemental Circular includes the additional resolutions proposed by Mr. Ruan Hongliang, one of the controlling shareholders of the Company, in writing to the Board on 11 May 2017 pursuant to article 60 of the articles of association of the Company.
The purposes of this Supplemental Circular are to (i) provide you with information regarding the supplemental resolution to be proposed at the AGM; and (ii) give you supplemental notice of the AGM.
– 3 –
LETTER FROM THE BOARD
II. PROPOSAL ON THE REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
In accordance with the requirements of the Proposed A Share Offering, an ordinary resolution will be proposed at the AGM to consider and approve the report on the related parties transactions of the Company during the period from 1 January 2014 to 31 December 2016, details of which are set out in Appendix I to this Supplemental Circular.
A report on the related parties transactions of the Company during the period from 1 January 2014 to 31 December 2016 has previously been disclosed in Appendix I to the supplemental circular of the Company dated 20 April 2017 for a proposed ordinary resolution to be considered and approved by the Shareholders at the extraordinary general meeting of the Company held on 2 May 2017. The relevant resolution was withdrawn and not been put forth for consideration and approval by the Shareholders at the said extraordinary general meeting as certain information in the said report were required to be updated as announced by the Company pursuant to its announcement dated 28 April 2017. The current report on the related parties transactions of the Company during the period from 1 January 2014 to 31 December 2016 included in Appendix I to this circular is the updated report with additional information included.
III. THE AGM
A supplemental notice convening the AGM to be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd. 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 9:30 a.m. on 13 June, 2017, is set out on pages 15 to 16 of this Supplemental Circular.
To include the supplementary resolution as set out in this Supplemental Circular to be proposed for Shareholders’ approval which is not contained in the Original Proxy Form, the Revised Proxy Form is enclosed with this Supplemental Circular. Shareholders who intend to attend the AGM by proxy are required to complete and return the Revised Proxy Form, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at such meeting or any adjournment thereof should you so wish.
Shareholders should note that the Revised Proxy Form supersedes and replaces the Original Proxy Form and that the Original Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.
Please refer to the Circular for details in respect of other resolutions to be considered and passed at the AGM, eligibility for attending the AGM, registration procedures, closure of register of members and other relevant matters.
– 4 –
LETTER FROM THE BOARD
IV. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the AGM as set out in the notice of the AGM in the Circular and the supplemental notice of AGM enclosed in this Supplemental Circular must be taken by poll. The chairman of the AGM will therefore demand a poll for every such resolution put to the vote at the AGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share of the Company registered in his or her or its name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she or it uses in the same way.
No Shareholder is required to abstain from voting for the supplemental resolution in relation to the report on related parties transactions during the period from 1 January 2014 to 31 December 2016 to he proposed at the AGM.
V. RECOMMENDATION
The Directors consider that supplemental resolution in relation to the report on related parties transactions during the period from 1 January 2014 to 31 December 2016 is in the best interests of the Company and the Shareholders as a whole.
Accordingly, the Directors recommend all Shareholders to vote in favor of the relevant resolution to be proposed at the AGM.
VI. RESPONSIBILITY STATEMENT
This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purposes 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 document 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 in this Supplemental Circular misleading.
Yours faithfully By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman
– 5 –
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
APPENDIX I
The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.
The related parties transactions entered into between 1 January 2014 and 31 December 2016 are reported as follows, for consideration by all Shareholders and their representatives:
A. Related Party Transactions
- (1) Purchase of Raw Materials
| Particulars of | |||||
|---|---|---|---|---|---|
| Related Party | **For ** | the Year | For the Year | For the Year | |
| Related Party | Transaction | 2016 | 2015 | 2014 | |
| (RMB) | (RMB) | (RMB) | |||
| Jiaxing Yucheng | |||||
| Commerce and | |||||
| Trading Co., Ltd.* | |||||
| （嘉興市譽誠商貿 | Purchase of raw | ||||
| 有限公司） | material | – | – | 76,005,661.33 | |
| Receive Repair and Replacement Services | |||||
| Particulars of | |||||
| Related Party | **For ** | the Year | For the Year | For the Year | |
| Related Party | Transaction | 2016 | 2015 | 2014 | |
| (RMB) | (RMB) | (RMB) | |||
| Jiaxing Nanhu | |||||
| Automobile Sales | |||||
| Co., Ltd.* | Receiving repair | ||||
| （嘉興市南湖汽車 | and replacement | ||||
| 銷售有限公司） | services | – | – | 82,352.32 |
-
(2) Receive Repair and Replacement Services
-
(3) Compensation of Key Management Personnel
| In RMB | ||||
|---|---|---|---|---|
| For the Year | For the Year | For the Year | ||
| Item | 2016 | 2015 | 2014 | |
| (RMB) | (RMB) | (RMB) | ||
| Compensation | of key | |||
| management | personnel | 5,032,214.43 | 5,057,785.81 | 3,513,673.35 |
– 6 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
(4) Borrowings from Related Party
| Amount | Commencement | Year End | |||
|---|---|---|---|---|---|
| Related Party | Borrowed | Date | Expiry Date | Amount | Particulars |
| (RMB) | (RMB) | ||||
| For Year 2016 | |||||
| Nil | |||||
| For Year 2015 | |||||
| Ruan Hongliang | 32,900,000.00 | 2015-01-13 | 2015-01-29 | 0.00 | Interest free with no |
| fixed term of | |||||
| repayment | |||||
| Ruan Hongliang | 31,000,000.00 | 2015-01-30 | 2015-10-29 | 0.00 | Entrusted loans |
| bearing interest at | |||||
| 5.88% per annum | |||||
| For Year 2014 | |||||
| Ruan Hongliang | 31,000,000.00 | 2014-01-26 | 2014-11-13 | 0.00 | Entrusted loans |
| bearing interest at | |||||
| 6.30% per annum |
- (5) Borrowings to Related Parties
==> picture [373 x 149] intentionally omitted <==
----- Start of picture text -----
Amount Commencement Year End
Related Party Borrowed to Date Expiry Date Amount Particulars
(RMB) (RMB)
For the year
2016 and 2015
Nil – – – – –
For the year
2014
Shen Qifu 600,000.00 16 August 2013 5 March 2014 0.00 Interest-free with no
fixed term of
repayment [(Note)]
----- End of picture text -----
Note: Pursuant to the Supplementary Agreement, Shen Qifu is required to pay borrowing interest of RMB19,824.66 according to the then bank loan benchmark interest rate. On 17 April 2017, Shen Qifu has paid the above borrowing interest.
– 7 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
- (6) Amounts Receivable or Payable by Related Parties
| Item Related Party Accounts Payables Jiaxing Yucheng Commerce and Trading Co., Ltd. （嘉興市譽誠商貿有限公司） Accounts Payables Jiaxing Nanhu Automobile Sales Co., Ltd. （嘉興市南湖汽車銷售有限公司） Total Other Non-current Assets Jiaxing Xiuzhou District Lianhui Venture Capital Co., Ltd.* (Note) （嘉興市秀洲區聯會創業投資 有限公司） |
As at 31 December 2016 (RMB) – – – – |
As at 31 December 2015 (RMB) – 1,767.50 1,767.50 6,200,000.00 |
As at 31 December 2014 (RMB) 856,918.62 23,604.30 |
|---|---|---|---|
| 880,522.92 | |||
| 6,200,000.00 |
Note: The amount prepaid to Jiaxing Xiuzhou District Lianhui Venture Capital Co., Ltd. was the fund for the purchase of properties.
- (7) Receiving Guarantees from Related Parties
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| 2016 | |||||
| Nil | |||||
| Fulfilment of | |||||
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| 2015 | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-03-25 | 2015-01-14 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-06-11 | 2015-03-23 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-07-07 | 2015-03-16 | Yes |
| Jiang Jinhua |
– 8 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-07-09 | 2015-03-06 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 14,736,744.86 | 2014-08-22 | 2015-01-26 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-09-19 | 2015-01-14 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-10-29 | 2015-03-23 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 35,000,000.00 | 2015-01-14 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2015-03-06 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2015-03-16 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2015-03-23 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang | The Group | 30,000,000.00 | 2015-05-28 | 2015-06-03 | Yes |
| Ruan Hongliang, | The Group | 40,000,000.00 | 2010-09-28 | 2015-08-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2010-11-18 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2010-12-17 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-12-24 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-03-22 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 40,000,000.00 | 2013-03-22 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2013-04-22 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2013-04-22 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 36,000,000.00 | 2014-12-17 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-12-18 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang | The Group | 25,000,000.00 | 2012-06-11 | 2015-06-03 | Yes |
| Ruan Hongliang, | The Group | 40,000,000.00 | 2010-10-21 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-11-23 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-12-20 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang | The Group | 25,000,000.00 | 2013-01-25 | 2015-06-03 | Yes |
| Ruan Hongliang | The Group | 40,000,000.00 | 2013-01-25 | 2015-06-03 | Yes |
– 9 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2015-03-04 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2015-03-04 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 4,000,000.00 | 2015-03-04 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-05-30 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-06-26 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-09-19 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 24,000,000.00 | 2014-10-21 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-10-28 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-10-29 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 35,000,000.00 | 2014-11-14 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2015-01-13 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2015-02-04 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 32,000,000.00 | 2015-02-09 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2015-02-13 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 17,100,000.00 | 2015-05-08 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2015-02-13 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2015-03-04 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 35,000,000.00 | 2015-03-17 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2015-03-27 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 5,000,000.00 | 2015-03-31 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 8,000,000.00 | 2015-04-29 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,600,000.00 | 2015-04-30 | 2015-06-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2015-05-06 | 2015-06-03 | Yes |
| Jiang Jinhua |
– 10 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| 2014 | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2013-05-08 | 2014-01-31 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 36,000,000.00 | 2014-12-17 | 2016-12-02 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-12-18 | 2016-07-02 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang | The Group | 25,000,000.00 | 2012-06-11 | 2015-06-25 | Yes |
| Ruan Hongliang | The Group | 25,000,000.00 | 2013-01-25 | 2015-06-25 | Yes |
| Ruan Hongliang | The Group | 5,000,000.00 | 2011-11-25 | 2014-04-01 | Yes |
| Ruan Hongliang | The Group | 30,000,000.00 | 2011-11-25 | 2014-12-16 | Yes |
| Ruan Hongliang | The Group | 40,000,000.00 | 2013-01-25 | 2015-12-25 | Yes |
| Ruan Hongliang, | The Group | 24,000,000.00 | 2014-01-03 | 2014-10-15 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-05-30 | 2015-04-29 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-06-26 | 2015-04-19 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-09-19 | 2015-03-18 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 24,000,000.00 | 2014-10-21 | 2015-04-19 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-10-28 | 2015-04-27 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-12-06 | 2014-01-29 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-12-18 | 2014-05-29 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-12-23 | 2014-09-02 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-02-24 | 2014-05-19 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-02-25 | 2014-07-10 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-03-11 | 2014-05-12 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-05-19 | 2014-11-14 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-06-25 | 2014-08-14 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 25,000,000.00 | 2014-06-27 | 2014-10-27 | Yes |
| Jiang Jinhua |
– 11 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-07-08 | 2014-09-05 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-07-01 | 2014-11-11 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-10-29 | 2015-04-28 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 5,000,000.00 | 2014-10-29 | 2014-12-03 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 35,000,000.00 | 2014-11-14 | 2015-05-13 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-08-21 | 2014-05-12 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 2,500,000.00 | 2013-12-19 | 2014-06-12 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 35,000,000.00 | 2013-12-24 | 2014-02-14 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 9,500,000.00 | 2013-12-24 | 2014-05-12 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2013-12-20 | 2014-06-09 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2013-12-27 | 2014-12-26 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-03-25 | 2015-03-23 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-06-11 | 2015-05-04 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-07-07 | 2015-04-25 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,000,000.00 | 2014-07-09 | 2015-04-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 5,399,016.84 | 2014-07-24 | 2014-12-24 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 15,343,497.23 | 2014-07-24 | 2014-12-29 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 14,736,744.86 | 2014-08-22 | 2015-01-26 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2014-09-19 | 2015-03-16 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2014-10-29 | 2015-04-28 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 1,363,960.00 | 2014-01-29 | 2014-04-10 | Yes |
| Jiang Jinhua |
– 12 –
APPENDIX I
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
| Fulfilment of | |||||
|---|---|---|---|---|---|
| the Guarantee | |||||
| Guaranteed | Amount | Commencement | Expiry | as at 31 | |
| Guarantor(s) | Party | Guaranteed | Date | Date | December 2016 |
| (RMB) | |||||
| Ruan Hongliang, | The Group | 340,000.00 | 2014-06-12 | 2014-08-28 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 340,000.00 | 2014-06-12 | 2014-08-28 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 340,000.00 | 2014-06-12 | 2014-08-28 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 40,000,000.00 | 2010-09-28 | 2016-08-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 40,000,000.00 | 2010-10-21 | 2016-08-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2010-11-18 | 2015-11-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-11-23 | 2015-11-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2010-12-17 | 2015-11-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-12-20 | 2015-11-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2010-12-24 | 2015-11-20 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2011-05-10 | 2014-10-17 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2011-05-11 | 2014-11-02 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 31,500,000.00 | 2011-04-29 | 2014-12-05 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 24,500,000.00 | 2011-05-18 | 2014-12-10 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 30,000,000.00 | 2013-03-22 | 2015-12-31 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 40,000,000.00 | 2013-03-22 | 2015-12-31 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 10,000,000.00 | 2013-04-22 | 2015-12-31 | Yes |
| Jiang Jinhua | |||||
| Ruan Hongliang, | The Group | 20,000,000.00 | 2013-04-22 | 2015-06-30 | Yes |
| Jiang Jinhua |
– 13 –
REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2016
APPENDIX I
B. Pricing Policy and Basis of the Related Parties Transactions
The related party transactions between the Company and the related party have been conducted based on fair and voluntary principle, except that Shen Qifu, the current Director, did not pay the interest for borrowing funds from the Company (has compensated the Company on April 2017), and Ruan Hongliang, the de facto controller of the Company provided short-term financial support to the Company for free, other related party transactions adopted a fair pricing approach, and performed necessary decision-making or confirmation processes. There are no situations that damaged the interests of the Company and other non-related party shareholders.
– 14 –
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
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)
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Reference is made to the (i) circular of Flat Glass Group Co., Ltd. (the “ Company ”) dated 28 April 2017 (the “ Circular ”); (ii) notice of the annual general meeting of the Company for the annual general meeting of the Company to be held on 13 June 2017 (“ AGM ”) dated 28 April 2017 (the “ Original Notice of AGM ”); (iii) the supplemental circular of the Company dated 12 May 2017 (the “ Supplemental Circular ”); and (iv) the supplemental notice of the AGM dated 12 May 2017, which set out details of the resolutions to be proposed at the AGM for approval. Capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular unless otherwise specified.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that for the AGM to be held at the Conference Room, 5th floor, Flat Glass Group Co., Ltd., Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 9:30 am on 13 June 2017, for the purpose of considering and, if thought fit, passing the following resolution, with or without modifications, the following resolutions as ordinary resolutions, in addition to the resolutions set out in the Original Notice of AGM:
ORDINARY RESOLUTION
“ FURTHER THAT the report on related parties transactions during the period from 1 January 2014 to 31 December 2016 as set out in Appendix I to the supplemental circular dated 12 May 2017 be and is hereby approved.”
By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman
Jiaxing, Zhejiang Province, the PRC 12 May 2017
As at the date hereof, the executive directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu. Independent non-executive directors are Mr. Cui Xiaozhong, Mr. Li Shilong and Mr. Ng Ki Hung.
– 15 –
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
Shareholders should note that the Revised Proxy Form supersedes and replaces the Original Proxy Form and that the Original Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.
-
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.
-
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised 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 authorised to sign the same.
-
The Revised Proxy Form is enclosed with the Supplemental Circular. In order to be valid, the Revised Proxy Form 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 Level 22, 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 Revised 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 Revised Proxy Form. Completion and return of the Revised Proxy Form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
-
Shareholders or their proxies shall provide their identification documents when attending the AGM. If corporate Shareholders appoint authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarised copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarised documents allowed by the Company. Proxies shall produce their identity documents and the Revised Proxy Form signed by the Shareholders or their attorney when attending the AGM.
-
Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
-
The address of the head office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.
– 16 –