Flat Glass Group Co., Ltd. — AGM Information 2022

Apr 28, 2022

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 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 circular, together with the accompanying form of proxy 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 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.

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)

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES (2) THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2021 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND (3) NOTICE OF AGM

Notice convening the AGM to be held at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, at 3:00 p.m. on Monday, 6 June 2022 is set out on pages 9 to 11 of this circular.

Proxy forms for use at the AGM is also enclosed with this circular. If you intend to attend the meeting by proxy, you are required to complete and return the enclosed proxy form(s) in accordance with the instructions printed thereon to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders), 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 A Shareholders) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the relevant meeting or any adjourned meeting should you so wish.

28 April 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

“A Share(s)”	Renminbi-denominated ordinary share(s) of the Company
	which were issued in the PRC and subscribed in RMB and are
	listed on the Shanghai Stock Exchange
“AGM”	the annual general meeting of the Company to be held at the
	2nd Floor, Conference Room, Administrative Building, Flat
	Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District,
	Jiaxing, Zhejiang Province, PRC, at 3:00 p.m. on 6 June 2022,
	or any adjournment thereof
“Articles of Association”	the articles of association of the Company (as amended from
	time to time)
“Board”	the board of directors of the Company
“Company”	福萊特玻璃集團股份有限公司(Flat Glass Group Co., Ltd.*),
	a joint stock company established in the PRC with limited
	liability, the H Shares and A Shares of which are listed on the
	main board of the Stock Exchange and Shanghai Stock
	Exchange, respectively
“Company Law”	the Company Law of the PRC
“CSRC”	China Securities Regulatory Commission
“Directors”	the directors of the Company
“H Share(s)”	ordinary share(s) in the share capital of the Company with
	nominal value of RMB0.25 each, which are subscribed for and
	traded in Hong Kong dollars, and listed on the Stock Exchange
	(stock code: 6865)
“H Shareholders”	holder(s) of H Shares
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	25 April 2022, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information of
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited

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DEFINITIONS

“PRC”	the People’s Republic of China, for the	purpose	of this
	circular, excluding Hong Kong, the	Macau	Special
	Administrative Region and Taiwan
“PV”	photovoltaic
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of		the laws
	of Hong Kong)
“Share(s)”	the A 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
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	percent

Certain amounts and percentage figures set out in this 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.

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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: Mr. Ruan Hongliang (Chairman) Ms. Jiang Jinhua Mr. Wei Yezhong Mr. Shen Qifu

Registered office, headquarters and principal place of business in the PRC: 1999 Yunhe Road Xiuzhou District, Jiaxing Zhejiang Province, PRC

Independent non-executive Directors: Ms. Xu Pan Ms. Hua Fulan Ms. Ng Yau Kuen Carmen

Principal place of business in Hong Kong: Unit 6, 11/F, Prosperity Place 6 Shing Yip Street, Kwun Tong Kowloon, Hong Kong 28 April 2022

To the Shareholders,

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES (2) THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2021 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND (3) NOTICE OF AGM

I. INTRODUCTION

The purpose of this circular is to provide you with information in connection with, among other things, considering and approving (i) the proposed provision of guarantees by the Group for its potential credit facilities; (ii) the implementation of daily related party transactions for 2021 and the estimate on daily related party transactions for 2022; and (iii) to give you notice of the AGM.

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LETTER FROM THE BOARD

II. PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

In order to meet the financial needs of the ordinary business activities and investment plans of the Company, it is proposed that the Company and its wholly-owned subsidiaries apply to financial institutions such as banks for composite credit facilities of not exceeding RMB12 billion (subject to the limit actually approved by such financial institution) in 2022. During the validity period of the authorization, the credit facilities may be applied on a revolving basis. The Company and its wholly-owned subsidiaries will provide corresponding guarantees for the composite credit facilities within the above-mentioned limit in accordance with the credit requirements of each financial institution.

In accordance with 6.1.10 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the provision of guarantees to be provided shall be proposed at the AGM for the Shareholders to consider and, if thought fit, to be approved by way of a special resolution.

In order to improve the efficiency and timely handle the financing business, a resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, to authorize the chairman and its authorized persons to sign all legal documents including contracts, agreements, and vouchers related to all credit facilities within the above-mentioned credit limit, the law and economic responsibility arising therefrom shall be borne by the Company. The validity period of the resolution if so approved by the Shareholders at the AGM, shall be from the date of resolution passed at the AGM to the date of the next annual general meeting of the Company.

III. THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2021 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2022

The daily related party transactions between the Company and relevant related parties involve leasing staff dormitories, factory buildings, terminal berths and acceptance of logistics services and gas supply services provided by relevant related parties mainly for the ordinary production and operation needs of the Company.

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LETTER FROM THE BOARD

Details of the implementation of the daily related party transactions of the Company in 2021 are set out in the table below:

Unit: RMB0’000

Types of related party transactions Related parties Leasing staff dormitories, factory buildings Yihe Investment Co., Ltd. (義和投資有限公司) Leasing terminal berths Fengyang Hongding Port Co., Ltd. (鳳陽鴻鼎港務有限公司) Acceptance of logistics services Jiaxing Kaihong Flat Supply Chain Management Co., Ltd. (嘉興凱鴻福萊特 供應鏈管理有限公司) Acceptance of gas supply services JiaXing Gas Group Co., Ltd. (嘉興市燃氣集團股份 有限公司) (“JiaXing Gas”) Total	Amount expected to be incurred in 2021 822.24 180.00 22,000.00 35,000.00 58,002.24	Actual amount incurred in 2021 Reason for material difference between estimated amount and actual amount incurred 822.24 – 180.00 – 20,664.46 – 34,163.36 – 55,830.06

Note:

The actual amounts incurred in 2021 are tax-inclusive and unaudited, and the final amount of related party transactions is subject to the data verified by the auditors for annual audit.

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LETTER FROM THE BOARD

Details of the estimated amounts and types of daily related party transactions for 2022 are set out in the table below:

Unit: RMB0’000

• Reason for material difference

• Current Actual amount between estimated

• Types of related estimated incurred in the amount and actual party transactions Related parties amount previous year amount incurred Leasing staff Yihe Investment Co., Ltd. 901.66 822.24 Due to the change dormitories, (義和投資有限公司) of market price factory buildings

• Leasing terminal Fengyang Hongding Port 180.00 180.00 – berths Co., Ltd. (鳳陽鴻鼎港務有限公司)

• Acceptance of Jiaxing Kaihong Flat Supply 30,000.00 20,664.46 Due to the increase logistics services Chain Management Co., of volume of Ltd. (嘉興凱鴻福萊特供 business 應鏈管理有限公司) (“ Kaihong Flat ”)

• Acceptance of gas JiaXing Gas Group Co., Ltd. 80,000.00 34,163.36 Due to the increase supply services (嘉興市燃氣集團股份 of price of natural 有限公司) gas and production capacity of the Company

• Total 111,081.66 55,830.06

Notes:

1. The data in the above table are tax-inclusive and unaudited, and the final amount of related party transactions is subject to the data verified by the auditors for annual review.

2. The estimated amount of related party transaction with Kaihong Flat (凱鴻福萊特) in the above table also includes the estimated amount of related party transaction with Kaihong Flat Logistics (Vietnam) Co., Ltd. (凱鴻福萊特物 流(越南)有限公司) (“ Kaihong Flat Vietnam ”). Kaihong Flat Vietnam is a wholly-owned subsidiary of Kaihong Flat. Ms. Ruan Zeyun, serving as the deputy general manager and board secretary of the Company, is currently the director of Kaihong Flat Vietnam.

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LETTER FROM THE BOARD

The price for the Company’s leasing of staff dormitories, factory buildings, terminal berths and acceptance of gas supply services provided by relevant related parties is determined with reference to the prevailing market prices. The pricing method for the Company to accept logistics services provided by related parties is the same as that for the Company to accept logistics services provided by other logistics service providers. The pricing principle for related party transactions between the Company and the above related parties are based on the principle of fairness and just, and the relevant agreement is made with reference to the market price of the same type of transactions in the current period. The prices of such related party transactions are in line with the prevailing market price levels for the same period or are in the normal price range compared to similar transactions.

The Board believes that the above related party transactions between the Company and related parties are necessary for the ordinary operation of the Company and will strengthen business development and reduce operational costs of the Company. Such related party transactions follow fair, justice and reasonable market-based pricing principles and play a positive role in the actual production and operation of the Company. They neither harm the Company and its Shareholders, especially the rights and interests of minority Shareholders, nor do they affect the independence of the Company or create dependence on related party as a result of such transactions.

The above related party transactions do not constitute any connected transactions under Chapter 14A of the Listing Rules.

IV. THE AGM

A notice convening the AGM to be held at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd. 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 3:00 p.m. on Monday, 6 June 2022, is set out on pages 9 to 11.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the AGM will be voted by poll.

For the purpose of determining the entitlement for attendance and voting at the AGM, the H Shares register of members of the Company will be closed from 31 May 2022 (Tuesday) to 6 June 2022(Monday), both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the H Share register of members of the Company at 4:30 p.m. on Monday, 30 May 2022 shall be entitled to attend and vote at the AGM. In order to attend and vote at the AGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Monday, 30 May 2022.

H Shareholders can attend and vote in person or appoint a proxy to attend and vote at the AGM. H Shareholders who intend to appoint a proxy to attend the AGM are requested to complete the proxy form in accordance with the instructions set out therein and return it to the H Share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event, not less than 24 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish.

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LETTER FROM THE BOARD

V. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions to be proposed at the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of all the resolutions to be proposed at the AGM.

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

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NOTICE OF AGM

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 3:00 p.m. on 6 June 2022 at the 2nd Floor, Conference Room, 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, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 28 April 2022:

Ordinary resolution 1. To consider and approve the report of the Board for the year ended 31 December 2021.

• Ordinary resolution 2. To consider and approve the report of the Supervisory Committee for the year ended 31 December 2021.

• Ordinary resolution 3. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2021.

• Ordinary resolution 4. To consider and approve the annual report and annual results of the Company for the year ended 31 December 2021.

• Ordinary resolution 5. To consider and approve the report on the Company’s final accounts for the year ended 31 December 2021.

• Ordinary resolution 6. To consider and approve the report on the Company’s financial budget for the year ending 31 December 2022.

• Special resolution 7. To consider and approve the profit distribution plan for the year ended 31 December 2021.

• Ordinary resolution 8. To consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP in the PRC as the Company’s auditors until the conclusion of the next annual general meeting of the Company, and to approve and authorise the Board to determine its remuneration.

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NOTICE OF AGM

• Ordinary resolution 9.

• To consider and approve the proposal on determination of the remuneration of the Directors for the year ending 31 December 2022.

Ordinary resolution 10.

To consider and approve the proposal on determination of the remuneration of the Supervisors for the year ending 31 December 2022.

• Ordinary resolution 11. To consider and approve the environmental, social and governance report of the Company for the year ended 31 December 2021.

Special resolution 12.

• To consider and approve the guarantees to be provided by the Group for its potential credit facility of up to RMB12 billion and to authorize the chairman of the Board and its authorized persons to sign all legal documents relating to the credit facilities, and the validity period of this resolution to be valid until the date of the next annual general meeting of the Company.

• Ordinary resolution 13. To consider and approve the implementation of daily related party transactions for 2021 and the estimate on daily related party transactions for 2022.

• Ordinary resolution 14.

To consider and approve the report on use of previous proceeds.

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

Jiaxing, Zhejiang Province, the PRC

28 April 2022

As at the date hereof, the executive Directors were Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors were Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.

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NOTICE OF AGM

Notes:

1. In order to ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 31 May 2022 (Tuesday) to 6 June 2022 (Monday) (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 share registrar in respect of H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H Shares), for registration before 4:30 p.m. on Monday, 30 May 2022. H Shareholders whose names appear on the register of members of the Company on Monday, 30 May 2022 are entitled to attend and vote at the AGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the AGM will be determined and announced separately in the PRC by the Company.

2. 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.

3. 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 authorised to sign the same.

4. 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 not less than 24 hours before the time for holding the AGM. 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 the Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

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

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

7. 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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