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Flat Glass Group Co., Ltd. Capital/Financing Update 2015

Dec 21, 2015

51063_rns_2015-12-21_003b364a-efd5-4e4b-9887-6298d70e82dd.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 16 November 2015 (the “ Prospectus ”) issued by Flat Glass Group Co., Ltd. (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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.

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company, the Hong Kong Public Offer and the International Placing described below before deciding whether or not to invest in the H Shares thereby offered.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The H Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”), and may not be offered or sold, pledged or transferred within the United States or to, or for the account or benefit of, U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The H shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

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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)

STABILIZING ACTIONS, END OF STABILIZATION PERIOD AND LAPSE OF OVER-ALLOTMENT OPTION

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on 19 December 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offer.

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The Company was informed by BOCI Asia Limited (“ BOCI ”), the Stabilizing Manager, that the stabilizing actions undertaken by BOCI, its affiliates or any person acting for it, as stabilizing manager on behalf of the Underwriters during the stabilization period were:

  • (i) over-allocation of an aggregate of 67,500,000 H Shares in the International Placing, representing 15.0% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option; and

  • (ii) successive purchases of an aggregate of 67,500,000 H Shares in the price range of HK$1.80 to HK$2.10 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period. The last purchase made by the Stabilizing Manager on the market during the course of the stabilization period was on 15 December 2015 at the price of HK$1.93 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

LAPSE OF OVER-ALLOTMENT OPTION

The Sole Global Coordinator did not exercise the Over-allotment Option during the stabilization period and the Over-allotment Option lapsed on 19 December 2015.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on 19 December 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offer.

The Company was informed by BOCI, the Stabilizing Manager, that the stabilizing actions undertaken by BOCI, its affiliates or any person acting for it, as stabilizing manager on behalf of the Underwriters during the stabilization period were:

  • (i) over-allocation of an aggregate of 67,500,000 additional H Shares in the International Placing, representing in aggregate of 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option; and

  • (ii) successive purchases of an aggregate of 67,500,000 H Shares in the price range of HK$1.80 to HK$2.10 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period. The last purchase made by the Stabilizing

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Manager on the market during the course of the stabilization period was on 15 December 2015 at the price of HK$1.93 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

LAPSE OF OVER-ALLOTMENT OPTION

The Sole Global Coordinator did not exercise the Over-allotment Option during the stabilization period and the Over-allotment Option lapsed on 19 December 2015.

The Company continues to comply with the public float requirements under Rules 8.08(1)(a) and (b) of the Listing Rules that (a) at least 25% of the Company’s total issued share capital must at all times be held by the public, and (b) the total number of issued H Shares is at least 15% of the Company’s total issued share capital, with a market capitalisation of not less than HK$50 million.

This announcement is made pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

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

Hong Kong, 21 December 2015

As at the date of this announcement, 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.

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