Flat Glass Group Co., Ltd. — Capital/Financing Update 2021

Jan 24, 2021

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)

DISCLOSEABLE TRANSACTIONS PURCHASE OF WEALTH MANAGEMENT PRODUCTS

On 22 January 2021, each of the Company and Anhui Flat Glass, a wholly-owned subsidiary, entered into the ICBC Wealth Management Agreements with ICBC Jiaxing Branch, respectively. Pursuant to the ICBC Wealth Management Agreements, the Company and Anhui Flat Glass, a wholly-owned subsidiary, agreed to purchase wealth management products of RMB200 million and RMB400 million, respectively.

Each of the ICBC Wealth Management Agreements by itself does not constitute a discloseable transaction of the Company under Rule14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, when the relevant subscription amounts under the ICBC Wealth Management Agreements are aggregated, one or more of the applicable percentage ratios (as defined under the Listing Rules) of the transactions under the ICBC Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the ICBC Wealth Management Agreements, on an aggregated basis, constitute discloseable transactions of the Company and are subject to the notification and announcement requirements but exempt from the shareholders’ approval requirement under the Listing Rules.

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BACKGROUND

The Resolution on the Use of Idle Proceeds from Non-public Issuance of A Shares for Cash Management (《關於使用非公開發行A股股票閒置募集資金進行現金管理的議案》) was considered and approved at the thirtieth meeting of the fifth session of the Board of the Company on 19 January 2021, which agreed that the Company and Anhui Flat Glass, a wholly-owned subsidiary, may use the idle funds from the proceeds of the non-public issuance of A Shares of the Company of up to RMB1.5 billion in total to purchase wealth management products (including structured deposits) with high security, good liquidity and maturity date not exceeding 12 months and which are principal guaranteed. The investments above shall not involve investment in securities, for the purposes of investment in stocks and their derivatives, securities investment funds and securities, or bank wealth management or trust products whose investment subjects are unsecured debts.

The Company is a joint stock company established in the PRC with limited liability, the H Shares of which are listed on the main board of the Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange. The Group is one of the largest photovoltaic glass manufacturers globally and in the PRC, in terms of photovoltaic raw glass and processed photovoltaic glass. The Group also manufactures and sells float glass, household glass and architectural glass.

ICBC is a licensed bank incorporated under the laws of the PRC and is engaged in commercial banking business. ICBC Jiaxing Branch is a branch of ICBC. To the best of their knowledge, information and belief and having made all reasonable enquiries, the Directors confirm that ICBC, ICBC Jiaxing Branch and their ultimate beneficial owner are third parties independent of the Group and its connected persons.

ICBC WEALTH MANAGEMENT AGREEMENTS

On 22 January 2021, each of the Company and Anhui Flat Glass, a wholly-owned subsidiary, entered into the ICBC Wealth Management Agreements with ICBC Jiaxing Branch, respectively. Pursuant to the ICBC Wealth Management Agreements, the Company and Anhui Flat Glass, a wholly-owned subsidiary, agreed to purchase wealth management products of RMB200 million and RMB400 million, respectively.

Subscription date: 22 January 2021

Parties: (i) ICBC, as the issuer, and ICBC Jiaxing Branch as the signatory (ii) The Company and Anhui Flat Glass, each as the subscriber and the signatory

Product name: Structured deposit products

Product type: Principal guaranteed with floating gain

Product risk level (internal Low (PR1 rating) risk assessment by the bank):

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Subscription amount:

The subscription amount of the Company and Anhui Flat Glass is RMB200 million and RMB400 million, respectively

Term of investment: 91 days

• Expected maximum 3.72% annualized rate of investment return: Payment of principal and gain The principal and gain (if any) will be transferred to the agreed account of upon maturity: each of the subscribers on the maturity date (being a working day) of the wealth management products, which will be postponed to the next working day in case of non-working day, and the investment period will be extended accordingly

• Redemption of wealth During the term of investment, the Company shall not redeem the principal management products: before the maturity date of the wealth management products Source of funding: Idle funds from the proceeds of the non-public issuance of A Shares of the Company

REASONS FOR ENTERING INTO THE ICBC WEALTH MANAGEMENT AGREEMENTS AND ITS BENEFITS TO THE COMPANY

The Directors (including independent non-executive Directors) consider that subject to the normal business operations of the Company, the use of temporarily idle funds from the proceeds of the non-public issuance of A Shares of the Company for cash management can increase capital efficiency, better achieve the preservation and appreciation of the Company’s capital and protect the interests of its Shareholders.

LISTING RULES IMPLICATION

Each of the wealth management agreements by itself does not constitute a discloseable transaction of the Company under Rule14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, when the relevant subscription amounts under the ICBC Wealth Management Agreements are aggregated, one or more of the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the ICBC Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the ICBC Wealth Management Agreements, on an aggregated basis, constitute discloseable transactions of the Company and are subject to the notification and announcement requirements but exempt from the shareholders’ approval requirement under the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“A Share(s)”	RMB-denominated ordinary share(s) of the Company which are issued
	and subscribed for in RMB in the PRC and are listed on the Shanghai
	Stock Exchange
“Anhui Flat Glass”	安徽福萊特光伏玻璃有限公司(Anhui Flat Glass Co., Ltd.*), a wholly-
	owned subsidiary of the Company in the PRC
“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
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“H Share(s)”	ordinary share(s) in the share capital of the Company with a 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)
“ICBC”	Industrial and Commercial Bank of China Limited (中國工商銀行股份
	有限公司), a licensed bank incorporated under the laws of the PRC
“ICBC Wealth Management	the wealth management agreements dated 22 January 2021 and entered
Agreements”	into between each of the Company and Anhui Flat Glass, a wholly-owned
	subsidiary, and ICBC Jiaxing Branch, respectively
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited

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“PRC” the People’s Republic of China, and for the purposes of this announcement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

“RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

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

Jiaxing, Zhejiang Province, the People’s Republic of China 22 January 2021

As at the date of this announcement, the executive Directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors are Mr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.

• If there is any inconsistency between the English name and the Chinese name, the Chinese name shall prevail.

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