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Flat Glass Group Co., Ltd. — AGM Information 2021
Jul 28, 2021
51063_rns_2021-07-28_18aaf3d4-88fb-492f-9425-dc6862376e03.pdf
AGM Information
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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.
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 2021 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2021 Second EGM of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 14:00 p.m. on Friday, 20 August 2021 at the Conference Room, 2nd Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China for the purpose of considering, and if thought fit, passing the following resolutions by way of ordinary or special resolution as indicated. Unless defined otherwise, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 28 July 2021:
- Special resolution 1. To consider and approve the Report on the Company’s Compliance of the Conditions for the Proposed Issuance of A Share Convertible Bonds.
Special resolution 2. To consider and approve the A Share Convertible Bonds Issuance Plan:
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(i) Type of securities to be issued;
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(ii) Issue size;
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(iii) Par value and issue price;
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(iv) Term;
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(v) Coupon rate;
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(vi) Method and timing of interest payment;
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(vii) Conversion period;
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(viii) Determination and adjustment of conversion price;
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(ix) Downward adjustment to the conversion price;
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(x) Determination of the number of conversion shares and methods for determining the number of shares for conversion when there is insufficient balance on conversion into one share;
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(xi) Terms of redemption;
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(xii)Terms of sell back;
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(xiii) Dividend rights for the conversion year;
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(xiv) Method of issuance and target investors;
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(xv) Subscription arrangement for exiting A Shareholders;
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(xvi) Relevant matters on Bondholders’ meetings;
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(xvii) Use of proceeds;
(xviii) Management and deposit of proceeds;
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(xix) Guarantee; and
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(xx) Validity period of the Board resolution.
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Special resolution 3. To consider and approve the Preliminary Plan of the Proposed Issuance of A Share Convertible Bonds.
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Special resolution 4. To consider and approve the Feasibility Report on the Proposed Issuance of A Share Convertible Bonds.
Ordinary resolution 5. To consider and approve the Report on Use of Previous Proceeds.
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Ordinary resolution 6. To consider and approve the Rules for A Share Convertible Bondholders’ Meetings.
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Ordinary resolution 7. To consider and approve the Impact of the Dilution of Immediate Return as a Result of the Initial Public Offering of A Share Convertible Bonds on Major Financial Indicators of the Company and the Remedial Measures adopted by the Company.
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Ordinary resolution 8. To consider and approve the Undertakings by the Directors, Senior Management of the Company, Controlling Shareholders and Actual Controllers of the Company on the Actual Performance of the Remedial Measures for the Dilution of Current Returns of the Company.
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Special resolution 9. To consider and approve the authorisation of the Board and its authorised persons to manage the matters relating to the Proposed Issuance of A Share Convertible Bonds.
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Special resolution 10. To consider and approve the Shareholders’ Dividend Distribution Plan for the Years Ending 31 December 2021, 2022 and 2023.
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Ordinary resolution 11. To consider and approve the proposal on the Possible Subscription for A Share Convertible Bonds by Mr. Ruan Hongliang, Ms. Jiang Jinhua, Ms. Ruan Zeyun and Mr. Zhao Xiaofei, controlling shareholders of the Company, Mr. Wei Yezhong and Mr. Shen Qifu, executive directors of the Company, and Mr. Zheng Wenrong, Mr. Shen Fuquan and Mr. Zhu Quanming, supervisors of the Company.
By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman
Jiaxing, Zhejiang Province, the PRC
28 July 2021
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 Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.
Notes:
- In order to ascertain shareholders’ entitlement to attend and vote at the 2021 Second EGM, the register of members of the Company will be closed from Monday, 16 August 2021 to Friday, 20 August 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming the 2021 Second EGM, all transfer documents must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 54th 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 A Shares), for registration before 4:30 p.m. on Friday, 13 August 2021.
Shareholders whose names appear on the register of members of the Company on Friday, 13 August 2021 are entitled to attend and vote at the 2021 Second EGM.
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Shareholders who are entitled to attend and vote at the 2021 Second EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
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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.
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In order to be valid, the 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of A 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 2021 Second EGM (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 2021 Second EGM or any adjourned meetings should they so wish.
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Shareholders or their proxies shall provide their identification documents when attending the 2021 Second EGM.
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Shareholders attending the 2021 Second EGM shall be responsible for their own travel and accommodation expenses.
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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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