Flat Glass Group Co., Ltd. — Capital/Financing Update 2023

Apr 14, 2023

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)

INSIDE INFORMATION MAJOR PV GLASS SALES AND PURCHASE FRAMEWORK AGREEMENT

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Board is pleased to announce that, the Sales and Purchase Framework Agreement was entered into between the Company and Jinko Solar on 14 April 2023 for the supply and sale of Photovoltaic Rolled Glass (for using in solar modules) between the Sellers and the Purchasers for a term of two years from 1 January 2024 to 31 December 2025. The maximum sales volume of PV Glass under the Sales and Purchase Framework Agreement is estimated to be an aggregate of approximately 489.5 million square meters.

As the Sales and Purchase Framework Agreement and the transactions contemplated thereunder are of revenue nature in the ordinary and usual course of business of the Group under Rule 14.04(1)(g) of the Listing Rules, it does not constitute as a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

Shareholders and potential investors of the Company should note that the Sales and Purchase Framework Agreement is subject to certain conditions precedent. Furthermore, the effect on the performance of the Company depends on, among others, the actual quantity delivered, the actual price of the PV Glass under the specific purchase orders to be signed by the parties and the revenue recognition under the China Accounting Standards for Business Enterprises. The Sales and Purchase Framework Agreement may also be delayed, amended or terminated due to force majeure or any other reasons. Accordingly, Shareholders and potential investors of the Company shall exercise caution when dealing in the Shares of the Company.

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INTRODUCTION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Board is pleased to announce that, the Sales and Purchase Framework Agreement was entered into between the Company and Jinko Solar on 14 April 2023 for the supply and sale of Photovoltaic Rolled Glass (for using in solar modules) between the Sellers and the Purchasers for a term of two years from 1 January 2024 to 31 December 2025. The maximum sales volume of PV Glass under the Sales and Purchase Framework Agreement is estimated to be an aggregate of approximately 489.5 million square meters.

PRINCIPAL TERMS OF THE SALES AND PURCHASE FRAMEWORK AGREEMENT

The principal terms of the Sales and Purchase Framework Agreement are set out below:

Date: 14 April 2023 Parties: (1) the Company (2) Jinko Solar Duration: Two years from 1 January 2024 to 31 December 2025 Total sales quantity: The total sales volume of PV Glass for 2024 and 2025 is estimated to be approximately 489.5 million square meters according to the Sales and Purchase Framework Agreement. The actual total sales quantity will depend on the specific purchase orders to be entered into between the Sellers and the Purchasers which shall set out the specific rights and obligations of the relevant parties.

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Estimated contract sum:

• Purchase price for glass of each and every specification shall be negotiated by both parties through friendly consultation on a win-win basis with reference to prevailing market prices. Taking into consideration the market penetration rate of the double-glass modules, and based on the average price of 3.2 mm PV Glass as RMB26 per square meter (including tax) and the average price of 2.0mm PV Glass as RMB18.5 per square meter (including tax) as published by Sublime China Information Co., Ltd.* ( 卓創週報) dated 6 April 2023 in its weekly report, the Board estimated that the total contract sum under the Sales and Purchase Framework Agreement would be approximately RMB10,524 million (including tax).

Payment term:

• The Purchasers shall pay certain prepayment(s) to the Sellers, and such prepayment(s) may be used to offset the payable(s). The Purchasers shall settle the balance of the contract price under the specific purchase order in accordance with the time and terms as agreed between the parties thereunder.

Breach of contract:

• If either party fails to perform in accordance with the terms agreed in the agreement, the defaulting party shall bear the corresponding liabilities for breaching as agreed thereunder.

Conditions precedent:

• The Sales and Purchase Framework Agreement, after signing or sealing by both parties, shall take effect upon receipt by the Company of the prepayment from Jinko Solar as agreed.

REASONS AND BENEFITS OF THE TRANSACTION

Benefiting from the rapid growth of the global photovoltaic industry, the Company has expanded its production capacity and production scale in recent years in order to better promote its marketing of PV Glass products and further improve its business performance. The Sales and Purchase Framework Agreement will benefit the marketing of the Company’s large-sized and thin PV Glass products, increase the sales of its PV Glass products, and further improve the Company’s operating results.

INFORMATION OF THE COMPANY AND THE GROUP

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 (stock code: 6865) and the A Shares of which are listed on the Shanghai Stock Exchange (stock code: 601865).

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.

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INFORMATION OF JINKO SOLAR

Jinko Solar, a company listed on the Shanghai Stock Exchange (stock code: 688223), is an innovative solar module manufacturers in the world. Jinko Solar distributes its solar products and sells its solutions and services to a diversified international utility, commercial and residential customer base in China, the United States, Japan, Germany, the United Kingdom, Chile, South Africa, India, Mexico, Brazil, the United Arab Emirates, Italy, Spain, France, Belgium, and other countries and regions.

To the best of the Directors’ knowledge, Jinko Solar, its ultimate beneficial owners and associates are all third parties independent of the Group and its connected persons (as defined under the Listing Rules).

LISTING RULES IMPLICATION

As the Sales and Purchase Framework Agreement and the transactions contemplated thereunder are of revenue nature in the ordinary and usual course of business of the Group under Rule 14.04(1)(g) of the Listing Rules, it does not constitute as a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

Shareholders and potential investors of the Company should note that the Sales and Purchase Framework Agreement is subject to certain conditions precedent. Furthermore, the effect on the performance of the Company depends on, among others, the actual quantity delivered, the actual price of the PV Glass under the specific purchase orders to be signed by the parties and the revenue recognition under the China Accounting Standards for Business Enterprises. The Sales and Purchase Framework Agreement may also be delayed, amended or terminated due to force majeure or any other reasons. Accordingly, Shareholders and potential investors of the Company shall exercise caution when dealing in the Shares of the Company.

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 (stock code: 601865)

• “Board” the board of Directors of the Company

“Company” Flat Glass Group Co., Ltd.* (福萊特玻璃集團股份有限公司), 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

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“Group”

the Company and its subsidiaries

“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)
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Jinko Solar”	Jinko Solar Co., Ltd.* (晶科能源股份有限公司), a company listed on
	the Shanghai Stock Exchange (stock code: 688223), and an independent
	third party
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
“PRC”	the People’s Republic of China, and for the purposes of this announcement,
	excluding Hong Kong, the Macau Special Administrative Region and
	Taiwan
“Purchasers”	Jinko Solar and Zhejiang Jinko Solar Co., Ltd.* (浙江晶科能源有限公
	司), Yuhuan Jinko Solar Co., Ltd.* (玉環晶科能源有限公司), Jinko Solar
	(Yiwu) Co., Ltd.* (晶科能源（義烏） 有限公司), Jinko Solar (Chuzhou)
	Co., Ltd.* (晶科能源（滁州）有限公司), Jinko Solar (Shangrao)
	Co., Ltd.* (晶科能源（上饒）有限公司), Jinko Solar (Feidong) Co.,
	Ltd.* (晶科能源（肥東）有限公司), Jinko Solar (Vietnam) Industries
	Company Limited and Jinko Solar Technology Sdn. Bhd, each a wholly-
	owned subsidiary of Jinko Solar, other associated companies and
	subsidiaries of Jinko Solar
“PV Glass” or “Photovoltaic	photovoltaic processed glass
Rolled Glass”
“RMB”	Renminbi, the lawful currency of the PRC
“Sales and Purchase	the sales and purchase framework agreement dated 14 April 2023 entered
Framework Agreement”	into between the Company and Jinko Solar for the supply and sale of PV
	Glass for a term of two years from 1 January 2024 to 31 December 2025

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“Sellers”

the Company, Anhui Flat Solar Glass Co., Ltd. (安徽福萊特光伏玻璃有 限公司), Zhejiang Jiafu Glass Co., Ltd. (浙江嘉福玻璃有限公司), Flat (Vietnam) Company Limited (福萊特（越南）有限公司), Flat (Hong Kong) Company Limited (福萊特(香港)有限公司), Flat (Nantong) Solar Glass Co., Ltd.* (福萊特(南通)光伏玻璃有限公司), each a wholly-owned subsidiary of the Company, other associated companies and subsidiaries of the Company

“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

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

Jiaxing, Zhejiang Province, the People’s Republic of China 14 April 2023

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 Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.

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

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