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

Nov 15, 2015

51063_rns_2015-11-15_622afa09-2918-4127-889c-5c4ee4a507bd.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 November 16, 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 “ Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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. 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 ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

In connection with the Global Offering, BOCI Asia Limited, as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offer. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Saturday, December 19, 2015, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offer. After this date, no further stabilizing action may be taken, and therefore the demand for the H Shares and the price of the H Shares, could fall.

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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)

GLOBAL OFFERING

Number of Offer Shares under the : 450,000,000 H Shares (subject to the Global Offering Over-allotment Option) Number of International Placing Shares : 405,000,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 45,000,000 H Shares (subject to adjustment) Maximum Offer Price : HK$2.68 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : RMB0.25 per H Share Stock Code : 6865

Sole Sponsor and Sole Global Coordinator

Joint Bookrunners and Joint Lead Managers

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Application has been made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be made available under the exercise of the Over-allotment Option). Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Thursday, November 26, 2015. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.flatgroup.com.cn and the website of the Hong Kong Stock Exchange at www.hkexnews.hk .

The Global Offering comprises the Hong Kong Public Offer of 45,000,000 H Shares (subject to adjustment), and the International Placing of an aggregate of 405,000,000 H Shares (subject to adjustment and the Over-allotment Option). The allocation of the Offer Shares between the Hong Kong Public Offer and the International Placing will be subject to adjustment as described in the section headed “Structure of the Global Offering” in the Prospectus.

In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters exercisable at any time on or prior to the date which is the 30th day after the last day for the lodging of Application Forms under the Hong Kong Public Offer, pursuant to which the Company may be required to allot and issue up to an aggregate of 67,500,000 H Shares, representing 15% of the Offer Shares initially available under the Global Offering, at the Offer Price to cover over-allocations in the International Placing, if any.

Subject to the granting of the approval for listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the H Shares to be admitted into CCASS.

The Offer Price will be not more than HK$2.68 per Offer Share and is currently expected to be not less than HK$2.10 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$2.68 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$2.68 per Offer Share.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website (www.hkeipo.hk) for the HK eIPO White Form.

Applicants who would like to have the allotted Hong Kong Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms, or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allotted Hong Kong Offer

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Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, November 16, 2015, until 12:00 noon on Thursday, November 19, 2015 from:

  1. the following address of the Sole Global Coordinator and the Hong Kong Underwriters:

BOCI Asia Limited

26th Floor, Bank of China Tower 1 Garden Road Central Hong Kong

China International Capital Corporation Hong Kong Securities Limited

29/F One International Finance Centre 1 Harbour View Street Central Hong Kong

  1. any of the following branches of the receiving bank:

Bank of China (Hong Kong) Limited District Branch

District Branch Name Address Hong Kong Island Bank of China Tower 3/F, 1 Garden Road Branch Shek Tong Tsui Branch 534 Queen’s Road West, Shek Tong Tsui Wan Chai (Wu Chung 213 Queen’s Road East, House) Branch Wan Chai Taikoo Shing Branch Shop G1006, Hoi Sing Mansion, Taikoo Shing

Kowloon

Shanghai Street (Mong Kok) Branch Lam Tin Branch

611-617 Shanghai Street, Mong Kok Shop 12, 49 Kai Tin Road, Lam Tin

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**New ** Territories Kwai Chung Plaza Branch A18-20, G/F Kwai Chung
Plaza,
7-11 Kwai Foo Road,
Kwai Chung
Citywalk Branch Shop 65, G/F, Citywalk,
1 Yeung Uk Road, Tsuen Wan
City One Sha Tin Branch Shop Nos. 24-25, G/F,
Fortune City One Plus,
No. 2 Ngan Shing Street,
Sha Tin
Castle Peak Road (Yuen 162 Castle Peak Road,
Long) Branch Yuen Long

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, November 16, 2015 until 12:00 noon on Thursday, November 19, 2015 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to “Bank of China (Hong Kong) Nominees Limited — Flat Group Public Offer” attached should be deposited in the special collection boxes provided at any of the branches referred to above on such dates and during such time as specified in the Application Forms.

Applicants applying by HK eIPO White Form may submit applications through the HK eIPO White Form service at www.hkeipo.hk from 9:00 a.m. on Monday, November 16, 2015 until 11:30 a.m. on Thursday, November 19, 2015 or such later time as described in the section headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of bad weather on the opening of the application lists” in the Prospectus (24 hours daily, except on the last application day).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Monday, November 16, 2015 until 12:00 noon on Thursday, November 19, 2015 or such later time as described in the section headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of bad weather on the opening of the application lists” in the Prospectus.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offer.

The Company expects to publish the announcement on the Offer Price, the level of indications of interest in the International Placing, the level of applications in the Hong Kong Public Offer and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offer (i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Times (in Chinese); (iii) on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ); and (iv) on the Company’s website ( www.flatgroup.com.cn ) on or before Wednesday, November 25, 2015. The results of allocations and the

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Hong Kong Identity Card/passport/Hong Kong Business Registration numbers of successful applicants under the Hong Kong Public Offer will be available through a variety of channels from Wednesday, November 25, 2015 as described in the section headed “How to Apply for the Hong Kong Offer Shares — 11. Publication of Results” in the Prospectus.

The Company will not issue temporary documents of title or receipt for application monies received. H Share certificates will only become valid at 8:00 a.m. on Thursday, November 26, 2015 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — Underwriting Arrangements, Commissions and Expenses — Hong Kong Public Offer — Grounds for termination” in the Prospectus has not been exercised.

Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Thursday, November 26, 2015. The H Shares will be traded in board lots of 1,000 H Shares each. The stock code of the Company is 6865.

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

Hong Kong, November 16, 2015

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

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