Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2016

Nov 3, 2016

Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(stock code: 6865)

REVISED FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 NOVEMBER 2016 (OR AT ANY ADJOURNMENT THEREOF)

Number of Shares and the relevant class of Shares to which this revised form of proxy relates (Domestic Shares/H Shares) (Note 1)

I/We, (Note 2)

of (address) being the holder(s) of Domestic Shares/ H Shares (Note 3) of RMB0.25 each in the share capital of Flat Glass Group Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or (Note 4)

of (address)

as my/our proxy(ies) to attend the extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:00 a.m. on 21 November 2016 (Monday) at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM dated 5 October 2016 (the “ Original Notice ”) and the supplemental notice of the EGM dated 4 November 2016 (the “ Supplemental Notice ”) as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit. Unless otherwise defined, capitalised terms used herein shall have the meanings as those defined in the circular of the Company dated 5 October 2016 and the supplemental circular of the Company dated 4 November 2016.

of the Company dated 4 November 2016.	of the Company dated 4 November 2016.	of the Company dated 4 November 2016.
SPECIAL RESOLUTIONS			FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
To consider and approve the following:
1.	Proposed A Share Offering
	(a)	Class of shares to be issued
	(b)	Nominal value per share
	(c)	Place of listing
	(d)	Offer size
	(e)	Pricing methodology
	(f)	Target subscribers
	(g)	Method of offering
	(h)	Validity period of the resolutions
2.	proposal on granting authorisation to the Board to handle matters inrelation to the Proposed A Share Offering
3.	use of proceeds from the Proposed A Share Offering
4.	distribution plan of the accumulated undistributed profits before theProposed A Share Offering
5.	amendments to the Articles
6.	price stabilising for the A Shares within three years after theProposed A Share Offering
7.	undertakings in connection with the Proposed A Share Offering andrelated restrictive measures
8.	proposal on dilution of immediate returns as a result of the ProposedA Share Offering and related remedial measures
9.	undertakings from the Directors and senior management of theCompany on the dilution of immediate returns as a result of theProposed A Share Offering and related remedial measures
10.	undertakings from the actual controllers of the Company on thedilution of immediate returns as a result of the Proposed A ShareOffering and related remedial measures
11.	dividend distribution plan for the three years after the Proposed AShare Offering

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
To consider and approve the following:
12	the rules of rocedures of eneral meetins
.	p g g
13.	the rules of procedures of Board meetings
14.	the rules of procedures of meetings of supervisors
15.	the implementation rules of the cumulative voting system
16.	the investment management policy
17.	the related parties transactions decision policy
18.	the working instructions for independent directors
19.	the provision of external guarantees policy
20.	the use of proceeds management policy
21.	the funds to and from related parties management policy
22.	appointment of Dr. Cui Xiaozhong as an independent non-executiveDirector of the Company
23.	declaration of an interim dividend of RMB5.5 cents per ordinaryshare for the six months ended 30 June 2016 to the Shareholders
24.	proposal on the report on related parties transactions during theperiod from 1 January 2013 to 31 December 2015

Date: day of 2016

Signature:

(Note 6)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this revised form of proxy relates and the relevant class of shares. If a number is inserted, this revised form of proxy will be deemed to relate only to those shares. If no number is inserted, this revised form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this revised form of proxy must be initialed by the person who signs it.

5. Important: If you wish to vote for any resolution, please put a tick or insert the number of shares held by you in the box marked “FOR”. If you wish to vote against any resolution, please put a tick or insert the number of shares held by you in the box marked “AGAINST”. If you want to abstain from voting on any resolution, please put a tick or insert the number of shares held by you in the box marked “ABSTAIN”. If no direction is given, your proxy may vote as he/she thinks fit.

6. This revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this revised form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

7. To be valid, this revised form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered, for holders of H shares of the Company, to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong or for holders of domestic shares of the Company, to the head office of the Company in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof) or for taking the poll.

8. You are reminded that completion and return of this revised form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

9. IMPORTANT: Shareholders of the Company should read the supplemental circular of the Company dated 4 November 2016 and note that this revised form of proxy supersedes and replaces the form of proxy for the EGM enclosed with the Original Notice (the “Original EGM Proxy Form”) and the Original EGM Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL EGM PROXY FORM SHOULD COMPLETE AND RETURN THIS REVISED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED HEREIN.