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

Nov 3, 2016

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Supplemental Circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in the Company, you should at once hand this Supplemental Circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Supplemental Circular, 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 Supplemental Circular.

This Supplemental Circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

Flat Glass Group Co., Ltd.

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

(stock code: 6865)

SUPPLEMENTAL CIRCULAR TO THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 NOVEMBER 2016 IN RELATION TO APPROVAL BY SHAREHOLDERS OF THE REPORT ON RELATED PARTIES TRANSACTIONS AND SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 NOVEMBER 2016

This Supplemental Circular shall be read in conjunction with the Circular.

Notices convening the EGM and the Class Meetings to be held as originally scheduled at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, on Monday, 21 November 2016 are set out on pages EGM-1 to NH-3 of the Circular.

The Supplemental EGM Notice is set out on pages EGM-1 to EGM-2 of this Supplemental Circular.

The Revised EGM Proxy Form is also enclosed with this Supplemental Circular. If you intend to attend the relevant meeting by proxy, you are required to complete and return the enclosed Revised EGM Proxy Form in accordance with the instructions printed thereon 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 (for holders of H Shares), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (for holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the relevant meeting or any adjournment thereof. Completion and return of the Revised EGM Proxy Form shall not preclude you from attending and voting in person at the relevant meeting or any adjourned meeting should you so wish.

4 November 2016

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX I—REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . .

Page

1 3 I-1 EGM-1

i

DEFINITIONS

In this Supplemental Circular, the following expressions have the meanings set out below unless the context requires otherwise.

• “A Share(s)”

ordinary share(s) proposed to be issued by the Company pursuant to the Proposed A Share Offering and subscribed for in RMB

“Circular”

the circular of the Company dated 5 October 2016

“Class Meeting(s)” the H Shareholders’ Class Meeting and/or the Domestic Shareholders’ Class Meeting (as the case may be)

“Company” Flat Glass Group Co., Ltd. ( ), 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

“Director(s)” the director(s) of the Company

“Domestic Share(s)” ordinary share(s) in the capital of the Company with a nominal value of RMB0.25 each, which are subscribed for or credited as paid up in Renminbi by PRC nationals and/or PRC corporate entities

• “Domestic Shareholder(s)” holder(s) of Domestic Shares

• “Domestic Shareholders’ Class Meeting” means the class meeting of the Domestic Shareholders, to be held at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 21 November 2016 or any adjournment therefore, or immediately after the conclusion of the EGM, whichever is later

• “EGM” the extraordinary general meeting of the Company to be held at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC at 9:00 a.m. on Monday, 21 November 2016 or any adjournment therefore

“Group” the Company and its subsidiaries

“H Share(s)” overseas listed foreign invested ordinary share(s) in the 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

“H Shareholders’ Class Meeting” means the class meeting of the H Shareholders to be held at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 21 November 2016 or any adjournment therefore, or immediately after the conclusion of the Domestic Shareholders’ Class Meeting, whichever is later

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Original EGM Proxy Form” the form of proxy for use at the EGM enclosed with the Circular

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

1

DEFINITIONS

“Proposed A Share Offering” the Company’s proposed initial public offering of not more than 200,000,000 A Shares, which are proposed to be listed on the Shanghai Stock Exchange “Revised EGM Proxy Form” the revised form of proxy for use at the EGM enclosed in this Supplemental Circular “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the Domestic Share(s) and/or the H Share(s) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Circular” this supplemental circular of the Company dated 4 November 2016 “Supplemental EGM Notice” the supplemental notice of the EGM dated 4 November 2016 enclosed in this Supplemental Circular “%” per cent.

In this Supplemental Circular, unless the context otherwise requires, the terms “connected person(s)”, “connected transaction(s)”, “controlling shareholder(s)” and “substantial shareholder(s)”, if used, shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.

Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

Reference to the singular number include references to the plural and vice versa and references to one gender include every gender.

The English names of Chinese entities marked with “*” are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevails.

2

LETTER FROM THE BOARD

Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People’s Republic of China with limited liability) (stock code: 6865)

Executive Directors: Registered office, headquarters and Mr. Ruan Hongliang (Chairman) principal place of business in the PRC: Ms. Jiang Jinhua 1999 Yunhe Road Mr. Wei Yezhong Xiuzhou District Mr. Shen Qifu Jiaxing Zhejiang Province PRC

Independent non-executive Directors: Principal place of business in Hong Kong: Ms. Pan Yushuang 18/F Tesbury Centre Mr. Li Shilong 28 Queen’s Road East Mr. Ng Ki Hung Wanchai Hong Kong 4 November 2016

To the Shareholders,

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR TO THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 NOVEMBER 2016 IN RELATION TO APPROVAL BY SHAREHOLDERS OF THE REPORT ON RELATED PARTIES TRANSACTIONS AND SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 NOVEMBER 2016

INTRODUCTION

This Supplemental Circular relates to the additional resolution proposed by Mr. Ruan Hongliang, one of the controlling Shareholders in writing pursuant to article 60 of the articles of association of the Company, to the Board on 3 November 2016.

This Supplemental Circular should be read in conjunction with the Circular. Reference is made to the Circular in relation to, among other things, the Proposed A Share Offering.

The purpose of this Supplemental Circular is to provide you with information regarding the supplemental resolution to be proposed at the EGM and give you the Supplemental Notice.

3

LETTER FROM THE BOARD

SUPPLEMENTAL RESOLUTION IN RELATION TO THE PROPOSED A SHARE OFFERING

Proposal on the report on related parties transactions during the period from 1 January 2013 to 31 December 2015

In preparation for the application of the Proposed A Share Offering, the Company has prepared the report on related parties transactions during the period from 1 January 2013 to 31 December 2015, a summary of which is set out in Appendix I to this Supplemental Circular.

SUPPLEMENTAL NOTICE OF THE EGM AND REVISED FORM OF PROXY FOR USE AT THE EGM

The Supplemental EGM Notice is set out on pages EGM-1 to EGM-2 of this Supplemental Circular.

To include the supplementary resolution as set out in this Supplemental Circular to be proposed for Shareholders’ approval which is not contained in the Original EGM Proxy Form, the Revised EGM Proxy Form is enclosed with this Supplemental Circular. Shareholders who intend to attend the EGM by proxy are required to complete and return the Revised EGM Proxy Form, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the Revised EGM Proxy Form will not preclude you from attending and voting in person at such meeting or any adjournment thereof should you so wish.

Shareholders should note that the Revised EGM Proxy Form supersedes and replaces the Original EGM Proxy Form and that the Original EGM Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL EGM PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED EGM PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.

Please refer to the Circular for details in respect of other resolutions to be considered and passed at the EGM and the Class Meetings, eligibility for attending the EGM and the Class Meetings, registration procedures, closure of register of members and other relevant matters.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the EGM and the Class Meetings as set out in the notices of the EGM and the Class Meetings in the Circular and the Supplemental EGM Notice enclosed in this Supplemental Circular must be taken by poll. The chairman of the EGM and the Class Meetings will therefore demand a poll for every such resolution put to the vote at the EGM and the Class Meetings. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share of the Company registered in his or her or its name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she or it uses in the same way.

No Shareholder is required to abstain from voting for the supplemental resolution in relation to the report on related parties transactions during the period from 1 January 2013 to 31 December 2015 to be proposed at the EGM.

4

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that all resolutions to be proposed the EGM and the Class Meetings for Shareholders’ consideration and approval are in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favor of all the resolutions to be proposed at such meetings.

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

5

APPENDIX I REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The related parties transactions entered into between 1 January 2013 and 31 December 2015 are reported as follows, for consideration by all Shareholders and their representatives:

• A. Related Parties Transactions

• (1) Purchase of Raw Materials

Relatedparty Jiaxing Yucheng Commerce and Trading Co., Ltd.* ( )	Particulars of related parties transaction Purchase of raw material	For the year 2015 (RMB)	For the year 2014 (RMB)	For the year 2013 (RMB)
		—	76,005,661.33	—

(2) Receive Repair and Replacement Services

Relatedparty Jiaxing Nanhu Automobile Sales Co., Ltd.* ( )	Particulars of related Parties transaction	For the year 2015 (RMB)	For the year 2014 (RMB)	For the year 2013 (RMB)
	Receiving repair and replacement services	—	82,352.32	8,635.68

(3) Compensation of Key Management Personnel

Item Compensation of key management personnel	For the year 2015 (RMB) 5,057,785.81	For the year 2014 (RMB) 3,513,673.35	For the year 2013 (RMB)
			4,092,152.45

• (4) Borrowings from Related Parties

Relatedparty For Year 2015 Ruan Hongliang For Year 2014 Nil For Year 2013 Nil	Amount borrowed (RMB)	Commencement date	Expiry date	Year end amount (RMB) 0.00 — —	Particulars
	31,000,000.00	25 May 2015 — —	29 October 2015 — —		Entrusted loans bearing interest at 5.88% per annum — —
	—
	—

I-1

APPENDIX I REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

(5) Borrowings to Related Parties

Relatedparty For the year 2015 Nil For the year 2014 Nil For the year 2013 Shen Qifu	Amount borrowed (RMB) — — 600,000.00	Commencement date — — 16 August 2013	Expiry date — — 5 March 2014	Year end amount (RMB) — — 600,000.00	Particulars
					— — Interest-free with no fixed term of repayment

(6) Accounts Receivable or Payable by Related Parties

Item Accounts payable Accounts payable Total Other non-current assets Other receivables	Relatedparty	As at 31 December 2015 (RMB)	As at 31 December 2014 (RMB)	As at 31 December 2013 (RMB)
	Jiaxing Yucheng Commerce and Trading Co., Ltd. ( ) Jiaxing Nanhu Automobile Sales Co., Ltd. ( ) Jiaxing Xiuzhou District Lianhui Venture Capital Co., Ltd.* ( )(Note) Shen Qifu	— 1,767.50	856,918.62 23,604.30	— —
		1,767.50	880,522.92	—
		6,200,000.00	6,200,000.00	4,200,000.00
		—	—	600,000.00

Note: The amount prepaid to Jiaxing Xiuzhou District Lianhui Venture Capital Co., Ltd.* ( ) was the fund for the purchase of properties.

(7) Receiving Guarantees from Related Parties

Guarantor(s) 2015 Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang Ruan Hongliang, Jiang Jinhua	Guaranteed party	Amount guaranteed (RMB) 15,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 14,736,744.86 20,000,000.00 10,000,000.00 35,000,000.00 15,000,000.00 15,000,000.00 30,000,000.00 30,000,000.00 40,000,000.00	Commencement date 25 March 2014 11 June 2014 7 July 2014 9 July 2014 22 August 2014 19 September 2014 29 October 2014 14 January 2015 6 March 2015 16 March 2015 23 March 2015 28 May 2015 28 September 2010	Expiry date	Fulfilment of the guarantee as at 31 December 2015
	The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group			14 January 2015 23 March 2015 16 March 2015 6 March 2015 26 January 2015 14 January 2015 23 March 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 August 2015	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

I-2

APPENDIX I REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

Guarantor(s) Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua 2014 Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua	Guaranteed party	Amount guaranteed (RMB) 30,000,000.00 30,000,000.00 30,000,000.00 20,000,000.00 10,000,000.00 30,000,000.00 40,000,000.00 10,000,000.00 20,000,000.00 36,000,000.00 20,000,000.00 25,000,000.00 25,000,000.00 40,000,000.00 10,000,000.00 10,000,000.00 4,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 24,000,000.00 15,000,000.00 15,000,000.00 35,000,000.00 20,000,000.00 20,000,000.00 32,000,000.00 30,000,000.00 17,100,000.00 15,000,000.00 10,000,000.00 35,000,000.00 10,000,000.00 5,000,000.00 8,000,000.00 10,600,000.00 15,000,000.00 20,000,000.00 20,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 5,399,016.84 15,343,497.23 14,736,744.86 20,000,000.00 10,000,000.00 1,363,960.00	Commencement date 21 October 2010 18 November 2010 28 September 2010 17 December 2010 24 December 2010 22 March 2013 22 March 2013 22 April 2013 22 April 2013 17 December 2014 18 December 2014 11 June 2012 25 January 2013 25 January 2013 4 March 2015 4 March 2015 4 March 2015 30 May 2014 26 June 2014 19 September 2014 21 October 2014 28 October 2014 29 October 2014 14 November 2014 13 January 2015 4 February 2015 9 February 2015 13 February 2015 8 May 2015 13 February 2015 4 March 2015 17 March 2015 27 March 2015 31 March 2015 29 April 2015 30 April 2015 6 May 2015 20 December 2013 27 December 2013 25 March 2014 11 June 2014 7 July 2014 9 July 2014 24 July 2014 24 July 2014 22 August 2014 19 September 2014 29 October 2014 29 January 2014	Expiry date	Fulfilment of the guarantee as at 31 December 2015
	The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group			3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 3 June 2015 9 June 2014 26 December 2014 23 March 2015 4 May 2015 25 April 2015 20 April 2015 24 December 2014 29 December 2014 26 January 2015 16 March 2015 28 April 2015 10 April 2014	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

I-3

APPENDIX I

REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

Guarantor(s) Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua 2013 Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua	Guaranteed party	Amount guaranteed (RMB) 340,000.00 340,000.00 340,000.00 40,000,000.00 40,000,000.00 30,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 30,000,000.00 31,500,000.00 24,500,000.00 30,000,000.00 40,000,000.00 10,000,000.00 20,000,000.00 20,000,000.00 36,000,000.00 20,000,000.00 25,000,000.00 25,000,000.00 5,000,000.00 30,000,000.00 40,000,000.00 24,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 24,000,000.00 15,000,000.00 30,000,000.00 30,000,000.00 30,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 25,000,000.00 20,000,000.00 20,000,000.00 20,000,000.00 35,000,000.00 30,000,000.00 2,500,000.00 35,000,000.00	Commencement date 12 June 2014 12 June 2014 12 June 2014 28 September 2010 21 October 2010 18 November 2010 23 November 2010 17 December 2010 20 December 2010 24 December 2010 10 May 2011 11 May 2011 29 April 2011 18 May 2011 22 March 2013 22 March 2013 22 April 2013 22 April 2013 8 May 2013 17 December 2014 18 December 2014 11 June 2012 25 January 2013 25 November 2011 25 November 2011 25 January 2013 3 January 2014 30 May 2014 26 June 2014 19 September 2014 21 October 2014 28 October 2014 6 December 2013 18 December 2013 23 December 2013 24 February 2014 25 February 2014 11 March 2014 19 May 2014 25 June 2014 27 June 2014 8 July 2014 1 July 2014 29 October 2014 14 November 2014 21 August 2013 19 December 2013 24 December 2013	Expiry date	Fulfilment of the guarantee as at 31 December 2015
	The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group			28 August 2014 28 August 2014 28 August 2014 20 August 2016 20 August 2016 20 November 2015 20 November 2015 20 November 2015 20 November 2015 20 November 2015 17 October 2014 2 November 2014 5 December 2014 10 December 2014 31 December 2015 31 December 2015 31 December 2015 30 June 2015 31 January 2014 2 December 2016 2 July 2016 25 June 2015 25 June 2015 1 April 2014 16 December 2014 25 December 2015 15 October 2014 29 April 2015 19 April 2015 18 March 2015 19 April 2015 27 April 2015 29 January 2014 29 May 2014 2 September 2014 19 May 2014 10 July 2014 12 May 2014 14 November 2014 14 August 2014 27 October 2014 5 September 2014 11 November 2014 28 April 2015 13 May 2015 12 May 2014 12 June 2014 14 February 2014	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

I-4

APPENDIX I

REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

Guarantor(s) Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang, Jiang Jinhua Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang	Guaranteed party	Amount guaranteed (RMB) 9,500,000.00 20,000,000.00 20,000,000.00 20,000,000.00 20,000,000.00 16,500,000.00 16,500,000.00 20,000,000.00 20,000,000.00 7,158,731.20 15,588,533.17 13,235,080.41 11,346,663.91 40,000,000.00 40,000,000.00 30,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 30,000,000.00 30,000,000.00 10,000,000.00 21,500,000.00 25,500,000.00 24,500,000.00 1,070,000.00 5,000,000.00 14,300,000.00 15,700,000.00 10,000,000.00 25,000,000.00 5,300,000.00 24,700,000.00 20,100,000.00 20,000,000.00 30,000,000.00 40,000,000.00 10,000,000.00 20,000,000.00 30,000,000.00 15,000,000.00 1,000,000.00 24,000,000.00 25,000,000.00	Commencement date 24 December 2013 18 October 2012 18 October 2012 10 October 2012 10 October 2012 25 October 2012 25 October 2012 20 December 2013 27 December 2013 16 November 2012 28 December 2012 14 March 2013 10 April 2013 28 September 2010 21 October 2010 18 November 2010 23 November 2010 17 December 2010 20 December 2010 24 December 2010 13 April 2011 13 April 2011 10 May 2011 11 May 2011 11 May 2011 19 July 2011 29 August 2011 29 April 2011 29 April 2011 18 May 2011 18 May 2011 18 May 2011 20 September 2011 31 October 2011 31 October 2011 24 December 2011 18 January 2012 29 February 2012 29 February 2012 24 August 2012 22 March 2013 22 March 2013 22 April 2013 22 April 2013 8 May 2013 25 October 2011 25 October 2011 25 October 2011 25 November 2011	Expiry date	Fulfilment of the guarantee as at 31 December 2015
	The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group			12 May 2014 21 February 2013 20 May 2013 31 January 2013 21 February 2013 22 January 2013 8 March 2013 16 June 2014 26 December 2014 6 May 2013 7 June 2013 2 August 2013 30 September 2013 20 August 2016 20 August 2016 20 November 2015 20 November 2015 20 November 2015 20 November 2015 20 November 2015 21 August 2013 17 September 2013 20 December 2014 7 June 2013 20 December 2014 20 June 2013 20 May 2013 31 December 2014 31 December 2013 30 June 2014 30 January 2013 31 December 2013 31 December 2013 3 June 2013 21 June 2013 3 June 2013 24 May 2013 13 April 2013 2 May 2013 9 May 2013 31 December 2015 31 December 2015 31 December 2015 30 June 2015 31 December 2014 25 June 2015 7 February 2013 7 February 2013 25 June 2014	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

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APPENDIX I REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2013 TO 31 DECEMBER 2015

Guarantor(s) Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang Ruan Hongliang	Guaranteed party	Amount guaranteed (RMB) 10,000,000.00 5,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00	Commencement date 25 November 2011 25 November 2011 11 June 2012 11 June 2012 25 January 2013	Expiry date	Fulfilment of the guarantee as at 31 December 2015
	The Group The Group The Group The Group The Group			25 December 2014 6 December 2013 25 June 2015 25 June 2015 25 June 2015	Yes Yes Yes Yes Yes

B. Pricing Policy and Basis of the Related Parties Transactions

Related parties transactions of the Company during the last three years and the latest period were on the basis of arm’s length negotiation, and the transaction prices were fair, justified and reasonable, which are in the interests of the Company and Shareholders as a whole, without prejudice to the interests of the Company and other Shareholders.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People’s Republic of China with limited liability) (stock code: 6865)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the (i) circular of Flat Glass Group Co., Ltd. (the “ Company ”) dated 5 October 2016 (the “ Circular ”); (ii) notice of the extraordinary general meeting of the Company to be held on 21 November 2016 dated 5 October 2016 (the “ Original Notice of EGM ”); and (iii) the supplemental circular of the Company dated 4 November 2016 (the “ Supplemental Circular ”) which set out details of the resolutions to be proposed at the EGM for approval. Capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular unless otherwise specified.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at 9:00 a.m. on Monday, 21 November 2016 at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (the “ PRC ”) for the purpose of considering, and if thought fit, passing, with or without modifications, the following resolution as ordinary resolution, in addition to the resolutions set out in the Original Notice of EGM:

ORDINARY RESOLUTION

• (24) proposal on the report on related parties transactions during the period from 1 January 2013 to 31 December 2015.

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

Jiaxing, Zhejiang, the PRC 4 November 2016

As at the date of this notice, 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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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Shareholders should note that the Revised EGM Proxy Form supersedes and replaces the Original EGM Proxy Form and that the Original EGM Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL EGM PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED EGM PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.

2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.

3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.

4. The Revised EGM Proxy Form is enclosed with the Supplemental Circular. In order to be valid, the Revised EGM Proxy Form must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM (or any adjournment thereof) for taking the poll. If the Revised EGM Proxy Form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the Revised EGM Proxy Form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.

5. Shareholders or their proxies shall provide their identification documents when attending the EGM. If corporate Shareholders appoint authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.

6. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

7. The address of the head office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

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