Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2017

Oct 3, 2017

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)

FORM OF PROXY FOR THE 2017 SECOND EGM TO BE HELD ON 20 NOVEMBER 2017 (OR AT ANY ADJOURNMENT THEREOF)

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

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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 2017 second extraordinary general meeting (the “ 2017 Second EGM ”) of the Company to be held at 9:00 a.m. on 20 November 2017 (Monday) at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 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 the 2017 Second EGM 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 4 October 2017 (the “ Circular ”).

			ORDINARY RESOLUTIONS		FOR (Note 5)	FOR (Note 5)	AGAINST	AGAINST	(Note 5) ABSTAIN (Note 5)	(Note 5) ABSTAIN (Note 5)
		(1)	the special report on the use of proceeds from the Initial Public Offering of
			H Shares as at 30 June 2017 as set out in Appendix I to the Circular.
		(2)	To declare an interim dividend of RMB2.4 cents per ordinary Share (before
			tax) for the six months ended 30 June 2017.
		(3)	To consider and approve the report on related parties transactions during the
			period from 1 January 2017 to 30 June 2017 as set out in Appendix II to the
			Circular.
			SPECIAL RESOLUTIONS		FOR (Note 5)		AGAINST		(Note 5) ABSTAIN (Note 5)
		(1)	To consider and approve the proposal to extend the validity period of the
			resolution of the Proposed A Share Offering as detailed in the “Letter		from
			the Board – IV. Extension of the Validity Period for the Plan for the
			Company’s Offering and Listing of A Shares” in the	Circular.
		(2)	To consider and approve the proposal to extend the validity period of the
			authorisation to the Board to handle matters in relation to the Proposed A
			Share Offering detailed in the “Letter from the Board – V. Extension of
			Proposal on Granting Authorisation to the Board	to Handle Matters in
			relation to the Initial Public Offering and Listing of A Shares” in the
			Circular.

Date:

day of 2017

Signature:

(Note 6)

Notes:

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

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

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

2. 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 form of proxy must be initialed by the person who signs it.

3. IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE RELEVANT RESOLUTION(S). IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE RELEVANT RESOLUTION(S). If you wish to vote only part of the number of shares registered in your name(s) to which this proxy form relates, please state the exact number of shares in lieu of a tick in the relevant box. Failure to complete any or all boxes will entitle your proxy to abstain or cast his or her votes on the relevant resolution(s) at his or her discretion. Your proxy will also be entitled to vote at his or her discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

4. This form of proxy must be signed by you or your attorney duly authorised 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 authorised. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

5. To be valid, this 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 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 for holders, to the registered office of the Company in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (for holders of Domestic Shares) not less than 24 hours before the time appointed for the holding of the 2017 Second EGM (or any adjournment thereof) or for taking the poll.

6. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the 2017 Second EGM or any adjournment thereof if you so wish.