THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this 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 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 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 circular.

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)

(1) PROPOSED PROVISION OF SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

(2) PROPOSED INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

(3) EXTENSION OF THE VALIDITY PERIOD FOR THE PLAN FOR THE COMPANY’S OFFERING AND LISTING OF A SHARES

(4) EXTENSION OF THE VALIDITY PERIOD FOR GRANTING AUTHORISATION TO THE BOARD TO HANDLE MATTERS IN RELATION TO THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

(5) PROPOSED PROVISION OF THE REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 2017 AND

(6) NOTICE OF THE 2017 SECOND EGM AND THE 2017 FIRST CLASS MEETINGS

Notices convening the 2017 Second EGM and the 2017 First Class Meetings to be held 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, on Monday, 20 November 2017 are set out on pages 29 to 35 of this circular.

Forms of proxy for use at the 2017 Second EGM and the 2017 First Class Meetings are also enclosed with this circular. If you intend to attend the relevant meeting(s) by proxy, you are required to complete and return the enclosed proxy form(s) 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 no later than 24 hours before the time appointed for holding of the relevant meeting(s) or any adjournment thereof. Completion and return of the proxy form(s) shall not preclude you from attending and voting in person at the relevant meeting(s) or any adjourned meeting(s) should you so wish. Shareholders who intend to attend the meeting(s) in person or by proxy should complete and return the relevant reply slip(s) in accordance with the instructions printed thereon as soon as possible and in any event no later than 20 days before the date appointed for holding such meeting(s) or any adjournment thereof.

4 October 2017

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I –	SPECIAL REPORT ON THE USE OF PROCEEDS
	FROM THE INITIAL PUBLIC OFFERING OF H SHARES
	AS AT 30 JUNE 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
APPENDIX II −	REPORT ON RELATED PARTIES TRANSACTIONS
	DURING THE PERIOD FROM 1 JANUARY 2017
	TO 30 JUNE 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
NOTICE OF THE 2017 SECOND EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29
NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’
CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		32
NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING. . . . . . .		34

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise.

“2016 Class Meetings”

the 2016 H Shareholders’ Class Meeting and the 2016 Domestic Shareholders’ Class Meeting

“2016 Domestic Shareholders’ Class Meeting”

the class meeting of the Domestic Shareholders held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 21 November 2016

“2016 EGM”

the extraordinary general meeting of the Company held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 21 November 2016

“2016 H Shareholders’ Class Meeting”
the class meeting of the H Shareholders held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 21 November 2016
“2017 First Class Meetings”
2017 First H Shareholders’ Class Meeting and the 2017 First Domestic Shareholders’ class meeting
“2017 First Domestic Shareholders’ Class Meeting”
the class meeting of the Domestic Shareholders, to be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 20 November 2017 or any adjournment thereof, or immediately after the conclusion of the 2017 Second EGM, whichever is later
“2017 First H Shareholders’ Class Meeting”
the class meeting of the H Shareholders to be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 20 November 2017 or any adjournment thereof, or immediately after the conclusion of the 2017 First Domestic Shareholders’ Class Meeting, whichever is later
“2017 Interim Dividend”

the proposed interim dividend of RMB2.4 cents per ordinary Share (before tax) (for reference only, equivalent to approximately HK$2.8 cents ordinary Share (before tax)) for the six months ended 30 June 2017

– 1 –

DEFINITIONS

“2017 Second EGM”
the extraordinary general meeting of the Company to be held at Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou district, Jiaxing, Zhejiang Province, the PRC, at 9:00 a.m. on Monday, 20 November 2017, or any adjournment thereof
“85 MW Distributed PV Systems Project”
has the meaning as ascribed to it on page 13 of this Circular, namely, the 85 megawatts of distributed PV power generation project of a subsidiary of the Company, Jiaxing Flat New Energy Technology Co., Ltd.*（嘉興福萊特新能源科技有限公司）
“A Share(s)”
ordinary share(s) proposed to be issued by the Company pursuant to the Proposed A Share Offering and to be subscribed for in RMB
“A Share Application Proof”
the application proof of the draft listing document of the Company submitted to CSRC in June 2017 in relation to the Proposed A Share Offering
“Anhui PV Glass Project”
has the meaning as ascribed to it on page 13 of this circular, namely, the annual production capacity of 900,000 tons of glass as covers for PV modules project of a subsidiary of the Company, Anhui Flat Solar Glass Co., Ltd.*（安徽福萊特光伏玻璃有限公司）
“Articles of Association” or “Articles”
the articles of association of the Company
“Board”
the board of Directors of the Company
“BOC Loan”
the loan obtained under the borrowing agreement entered into between Anhui Flat Solar Glass Co., Ltd.*（安徽福萊特光伏玻璃有限公司）, a wholly-owned subsidiary of the Company, as borrower and Bank of China Limited Jiaxing Branch as lender in May 2017 for a loan of RMB500 million
“Circular”
the circular of the Company dated 4 October 2017
“Company Law” the Company Law of the PRC
“CSRC”
China Securities Regulatory Commission of the PRC
“Directors”
the directors of the Company

– 2 –

DEFINITIONS

“Domestic Shares”
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 RMB by PRC nationals and/or PRC corporate entities
“Domestic Shareholder(s)” the holder(s) of the Domestic Share(s)
“Flat Glass Group” or “Company”
Flat Glass Group Co., Ltd.（福萊特玻璃集團股份有限公司, previously known as Zhejiang Flat Glass & Mirror Co., Ltd. （浙江福萊特玻璃鏡業股份有限公司） and Flat Solar Glass Group Co., Ltd. （福萊特光伏玻璃集團股份有限公司）), a joint stock limited liability company converted from its predecessor, Zhejiang Flat Glass & Mirror Ltd. （浙江福萊特玻璃鏡業有限公司, previously known as Jiaxing City Naibang Trading Co., Ltd.*（嘉興市耐邦經貿有限公司）), a limited liability company established under the laws of the PRC, on 29 December 2005 and the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6865)
“H Share(s)”
overseas listed foreign invested share(s) in the capital of the Company with nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Initial Public Offering of H Shares”
the offering of a total of 450,000,000 H Shares through subscription by the public in Hong Kong and by professional, institutional and other investors, the shares of which were listed on the Main Board of the Stock Exchange on 26 November 2015
“Latest Practicable Date”
27 September 2017, being the latest practicable date prior to the date of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Low-E”
low emissivity
“MW” megawatt(s)
“On-line Low-E Glass Project”

has the meaning as ascribed to it on page 13 of this Circular, namely, the annual production capacity of 100,000 tons on-line low emissivity (Low-E) coated glass project of the Company

– 3 –

DEFINITIONS

“PRC”	the People’s Republic of China and for the purpose of
	this circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“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 and the
	application has been submitted to the CSRC in June 2017
“PV”	photovoltaic
“PV Glass Manufacturing Facilities	has the meaning as ascribed to it on page 13 of this
Modification Project”	Circular, namely, the technological modification of the
	150,000 tons of PV glass manufacturing facilities of a
	subsidiary of the Company, Zhejiang Jiafu Glass Co.,
	Ltd.*（浙江嘉福玻璃有限公司）
“Restricted Persons”	has the meaning as ascribed to it on page 11 of this
	Circular
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Share(s)”	the Domestic Share(s) and the H Share(s)
“Shareholder(s)”	the holder(s) of the Share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	United States dollars, the lawful currency of the United
	States of America
“%”	percent

In this circular, unless the context otherwise requires, the terms “core connected person(s)”, “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 total in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

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

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.

– 4 –

LETTER FROM THE BOARD

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)

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 Jiaxing Mr. Shen Qifu Zhejiang Province PRC Independent non-executive Directors: Principal place of business in Hong Kong: Dr. Cui Xiaozhong 18/F Tesbury Centre Mr. Li Shilong 28 Queen’s Road East Mr. Ng Ki Hung Wanchai Hong Kong

Independent non-executive Directors: Dr. Cui Xiaozhong Mr. Li Shilong Mr. Ng Ki Hung

4 October 2017

To the Shareholders,

Dear Sir/Madam,

(1) PROPOSED PROVISION OF SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

(2) PROPOSED INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

(3) EXTENSION OF THE VALIDITY PERIOD FOR THE PLAN FOR THE COMPANY’S OFFERING AND LISTING OF A SHARES

(4) EXTENSION OF THE VALIDITY PERIOD FOR GRANTING AUTHORISATION TO THE BOARD TO HANDLE MATTERS IN RELATION TO THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

(5) PROPOSED PROVISION OF THE REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 2017 AND

(6) NOTICE OF THE 2017 SECOND EGM AND THE 2017 FIRST CLASS MEETINGS

I. INTRODUCTION

The purposes of this Circular are to provide you with information regarding (i) the resolutions relating to the proposed provision of special report on the use of proceeds from Initial Public Offering of H Shares as at 30 June 2017; (ii) the proposed interim dividend for the six months ended 30 June 2017; (iii) the extension of the validity period for the Company’s offering and listing of A Shares; (iv) the extension of the validity period for

– 5 –

LETTER FROM THE BOARD

granting authorisation to the Board to handle matters in relation to the Proposed A Share Offering; (v) the report on related parties transactions during the period from 1 January 2017 to 30 June 2017; and (vi) give you notice of the 2017 Second EGM and the 2017 First Class Meetings.

II. PROPOSED PROVISION OF SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

The details of the use of proceeds from the Initial Public Offering of H Shares as at 30 June 2017 are set out in this Circular. Such report is proposed to be considered and approved by the Shareholders based on the application requirements of the Proposed A Share Offering and to keep the Shareholders abreast of The latest development. The special report on the use of proceeds from the Initial Public Offering of H shares as at 30 June 2017 is set out in Appendix I of this Circular.

As at 30 June 2017, the balance of the proceeds from previous fund raising, being the global offering of the H Shares in Hong Kong in November 2015, not yet utilised was RMB265,820,584.90, accounting for 36% of the net proceeds. The untilised net proceeds from the previous fund raising as at 30 June 2017 were for (i) the establishment overseas PV glass production and processing facilities in Vietnam, which the constructions is originally expected to be completed by the second quarter of 2017; (ii) modification and upgrade of an existing PV glass furnace with a daily maximum production capacity of 490 tons, which the modification work is originally expected to commence in the first quarter of 2016; and (iii) the construction of new 15MW distributed PV systems for self-use, the construction of which is originally expected to commence in the second half of 2015 and to be completed in the first half of 2016.

For the establishment of overseas PV glass production and processing facilities in Vietnam, as disclosed in the interim results announcement of the Company dated 24 August 2016, as the execution of the lease agreement for the production facilities in Vietnam has been delayed, the entire progress of the expansion in Vietnam have been delayed. Based on the current progress, it is expected that the PV glass production and processing facilities in Vietnam will commence commercial production in 2018 rather than the third quarter of 2017. As disclosed in the annual results announcement of the Company for the year ended 31 December 2016 dated 27 March 2017, during the year ended 31 December 2016, the Group has (i) commenced the infrastructure constructions for the facilities; and (ii) reserved the key production machineries and equipment with the suppliers. It is expected that the Vietnamese facilities will commence operations and commercial production in 2018 as scheduled. As at 30 June 2017, RMB137,249,772.76 has been utilised and RMB199,217,834.16 is yet to be utilised for this expansion, representing 59.21% of the net proceeds for this expansion. As such, the use of net proceeds remained to be used are for those items that the expenses have yet to be incurred.

For the modification and upgrade of an existing PV glass furnace with a daily maximum production capacity of 490 tons, as at 30 June 2017, RMB12,213,500.00 has been utilised and RMB54,348,570.07 is yet to be utilised for this expansion, representing 81.65% of the net proceeds for this expansion. The delay in the modification and upgrade work was due to the unusually high demand of the PV glass products in 2016. It would be more costly

– 6 –

LETTER FROM THE BOARD

for the Company to carry out the modification and upgrade work as scheduled, which would affect the profitability of the Company as the Company will be unable to fulfill all of the customer orders when the PV glass furnace is shut-down for the work. As such, the Company has delayed the work until the new production facilities in Anhui Province, PRC and in Vietnam will commence operation to satisfy the demands of customer orders more cost effectively.

For the construction of new 15MW distributed PV systems for self-use, as disclosed in the annual results announcement of the Company for the year ended 31 December 2015 dated 21 March 2016, we have constructed 8.1MW of the distributed PV systems during the year ended 31 December 2015. As such, 6.9MW of the planned constructions of the distributed PV systems are yet to be constructed, and have been planned to be constructed at the production facilities of Zhejiang Flat Glass Co., Ltd.*（浙江福萊特玻璃有限公司）as no distributed PV systems has been constructed at the site. As at 30 June 2017, RMB48,456,278.84 has been utilised and RMB12,254,180.67 is yet to be utilised for this expansion, representing 20.18% of this expansion. Zhejiang Flat Glass Co., Ltd. has been notified by the local government that a relocation exercise is expected to be carried out on its production facilities. As such, the Company has halted further constructions of the distributed PV systems until a new location is confirmed and the relevant approval to be obtained from the relevant PRC government authorities.

III. PROPOSED INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

As stated in the announcement of the Company dated 28 August 2017 relating to the interim results of the Group for the six months ended 30 June 2017 and the announcement of the Company dated 4 October 2017 on further details of the proposed interim dividend for the six months ended 30 June 2017, the Board recommended the payment of an interim dividend of RMB2.4 cents per ordinary Share (before tax) (for reference only, equivalent to approximately HK$2.8 cents per ordinary share (before tax)) for the six months ended 30 June 2017 to Shareholders. Shareholders whose names appear on the register of members of the Company on 28 November 2017 (Tuesday) will be entitled to the 2017 Interim Dividend. For the purpose of ascertaining Shareholders’ entitlement to the 2017 Interim Dividend, the register of members of the Company will be closed from 24 November 2017 (Friday) to 28 November 2017 (Tuesday) (both days inclusive) for the purpose of determining Shareholders’ entitlement to the 2017 Interim Dividend. In order to qualify for receiving the 2017 Interim Dividend, all transfer documents must be lodged with the Company’s H share 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 PRC (for holders of Domestic Shares), for registration before 4:30 p.m. on 23 November 2017 (Thursday).

2017 Interim Dividend on Domestic Shares will be paid in RMB and 2017 Interim Dividend on H Shares will be paid in Hong Kong dollars. The exchange rate for the 2017 Interim Dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of

– 7 –

LETTER FROM THE BOARD

Hong Kong dollars to RMB as announced by the People’s Bank of China during the five business days prior to the date of the 2017 Second EGM if such proposed resolution is approved at the 2017 Second EGM.

The 2017 Interim Dividend is subject to approval by the Shareholders at the 2017 Second EGM and a resolution will be proposed to the Shareholders for voting at the 2017 Second EGM. If the resolution for the 2017 Interim Dividend is passed at the 2017 Second EGM, the 2017 Interim Dividend will be payable before 31 December 2017.

IV. EXTENSION OF THE VALIDILY PERIOD FOR THE PLAN FOR THE COMPANY’S OFFERING AND LISTING OF A SHARES

At the 2016 EGM and the 2016 Class Meetings held on 21 November 2016, the Proposed A Share Offering was considered and approved at each meeting, respectively. Pursuant to the resolution of the above mentioned meetings, the aforesaid resolution shall be valid for a period of 12 months from 21 November 2016.

Given that the application of the Proposed A Share Offering has been submitted in June 2017 and is currently under the process of examination by CSRC, the Board has decided to seek an approval from the Shareholders to extend the validity period of the aforesaid resolution. It is proposed by the Board that the validity period for the resolution in connection with the plan for the Proposed A Share Offering and listing of the Company’s A Shares shall be effective for a period of 12 months commencing from the date on which it is considered and approved at the 2017 Second EGM and the 2017 First Class Meetings. Other than the extension of the validity period of the Proposed A Share Offering, there is no other material changes to the proposed resolution as compared to the resolution pass by the Shareholders at the 2016 EGM and the 2016 Class Meetings for the Proposed A Share Offering.

The proposed resolution to extend the validity period of the Proposed A Share Offering as approved by the Shareholders at the 2016 EGM and the 2016 Class Meetings is as follows:

Class of shares to New A Shares, being domestic listed ordinary shares be issued denominated in RMB. Existing Domestic Shareholders will not be selling any of its shareholdings in the Proposed A Share Offering.
Nominal value RMB0.25 per share
Place of listing Shanghai Stock Exchange

– 8 –

LETTER FROM THE BOARD

Offer size

The total number of A Shares to be issued will be not more than 200,000,000 A Shares, representing (i) approximately 11.1% of the total existing issued share capital of the Company before the issue, and 10.0% of total enlarged issued share capital of the Company after the issue; (ii) approximately 14.8% of the existing issued Domestic Shares of the Company before the issue, and approximately 12.9% of the enlarged issued Domestic Shares of the Company after the issue, assuming that there are no other changes to the issued share capital of the Company.

The final number of A Shares proposed to be issued was determined by the Board (as authorised by the Shareholders at the 2016 EGM and the 2016 Class Meetings), prevailing market conditions, communications with the regulatory authorities and discussions with the sponsor(s) and lead underwriter(s).

Pricing methodology

The A Shares shall be priced in compliance with all applicable laws, rules and regulations, including the Measures for the Administration of Securities Issuance and Underwriting （證券發行承銷營理辦法） promulgated by the CSRC, which stipulates that the issue price of securities under an initial public offering can be determined through offline price consultations with investors, or through direct independent consultations between the issuer and the underwriter(s), or such other legal and practical means. Each offline investor shall submit one price quotation only, which shall also include the intended amount of subscription at that price. After receiving offline investors’ offers, the issuer and the underwriter(s) shall omit the portion of the highest quotations of the total subscription amount. The omitted portion shall not be less than 10% of the total amount of intended subscriptions by all the offline investors. The remaining offers and amount of intended subscriptions will then be used as one of the factors taken onto account to determine the issue price. The offline investors so omitted shall be excluded in the offline subscriptions. Pursuant to the above requirements and taking into account the interests of the existing Shareholders as a whole, the market conditions of the capital markets and the actual situation of the Company at the time of the Proposed A Share Offering, the issue price of the A Shares will be determined by the Company and the lead underwriter(s) with reference to the results of the price consultation process with potential investors or such other legal and practicable means.

– 9 –

LETTER FROM THE BOARD

Furthermore, according to the applicable laws and regulations of the PRC, the issue price of the A Shares shall not be less than the nominal value per A Share, being RMB0.25.

In any event, the issue price of the A Shares generally shall not be less than the audited net asset value per Share as stated in the audited financial statements of the Company for the financial year immediately preceding the Proposed A Share Offering in line with the PRC market practice, and shall be in compliance with the Listing Rules, including the requirements of Rule 13.36(5) of the Listing Rules, which provides that the issue price shall not represent a discount of 20% or more to the benchmarked price of the H Shares, and the benchmarked price under Rule 13.36(5) of the Listing Rules means the higher of:

(a) the closing price on the date of the relevant placing agreement or other agreement involving the Proposed A Share Offering; and
(b) the average closing price in the five trading days immediately prior to the earliest of:
(i) the date of announcement of the placing or the proposed transaction or arrangement involving the Proposed A Share Offering;
(ii) the date of the placing agreement or other agreement involving the Proposed A Share Offering; and
(iii) the date on which the issue price is fixed.

Based on the audited financial statements of the Company for the year ended 31 December 2016, as of 31 December 2016, the audited net asset value per Share was approximately RMB1.64.

Save as disclosed in this Circular, to the best knowledge and information of the Company and as advised by its advisers to the Proposed A Share Offering, there are no other restrictions on the issue price for the issue of A Shares under the Proposed A Share Offering as at the Latest Practicable Date.

– 10 –

LETTER FROM THE BOARD

Target subscribers

The target subscribers of the A Shares are natural persons, legal persons and other institutional investors who satisfy the relevant qualification requirements of the CSRC and have opened A share securities accounts with the Shanghai Stock Exchange (excluding those prohibited by the relevant PRC laws and regulations and other regulatory requirements applicable to the Company).

According to Article 11 of the Initial Public Offering Shares Issuance Placement Rules（首次公開發行股票配售細則）of the PRC, the Company and its underwriters are prohibited from allocating the A Shares in its initial offering to certain parties, including but not limited to, (i) the Company, its Shareholders, actual controllers, Directors, supervisors, and senior management, and any companies which any of them has direct and indirect actual control, joint control or in which they have material influence and the controlling shareholders of such companies, its subsidiaries or any other subsidiaries that such companies control, and other employees of the Company; (ii) close family members of the natural persons in (i), including spouses, children and their spouses, parents and parents-inlaw, brothers, sisters and their spouses, brothers-in-law and sisters-inlaw, parents of sons-in-law and daughters-in-law (the “ Restricted Persons ”), for their subscription. The Company and its underwriter(s) shall strictly follow all applicable PRC laws and regulations in allocating the A Shares to potential subscribers under the Proposed A Share Offering.

Furthermore, prior to the issuance of A Shares, the Company will provide a list of related parties (as defined under the relevant listing rules of the Shanghai Stock Exchange) of the Company to its sponsor to the Proposed A Share Offering. The Company will also include all connected persons (as defined under Chapter 14A of the Listing Rules) of the Company to the related parties list. Its sponsor will then review the list and submit the list to the Shanghai Stock Exchange and the underwriter(s) to the Proposed A Share Offering. All persons listed on this list, including the related parties (as defined under the listing rules of the Shanghai Stock Exchange) and connected persons (as defined under Chapter 14A of the Listing Rules) of the Company will not be permitted to subscribe for any A Shares in the Proposed A Share Offering. The Directors believe such measures can ensure no A Shares under the Proposed A Share Offering will be allocated to and subscribed by the connected persons of the Company (as defined under Chapter 14A of the Listing Rules).

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LETTER FROM THE BOARD

Method of The Proposed A Share Offering will be conducted through a offering combination of placings to target subscribers at a price to be determined between the Company and the subscribers on an offline basis and fixed price online applications, or through any other methods as permitted by the CSRC.
Validity period of The validity period of the resolutions for the Proposed A the resolutions Share Offering is 12 months from the date when the resolution is approved by the Shareholders at the 2017 Second EGM and the 2017 First Class Meetings.

As at the Latest Practicable Date, the A Shares to be issued under the Proposed A Share Offering are yet to be priced as the pricing will take place after the approval has been obtained from the CSRC, and to be determined by the Company and the lead underwriter with reference to the results of price consultation, and the relevant requirements under the laws, rules and regulations in the PRC and the Listing Rules. See also “– 5. Pricing methodology” above for further details.

Other Information on the Proposed A Share Offering

Lead Underwriter

The Company has engaged GF Securities Co., Ltd.（廣發證券股份有限公司）as the lead underwriter for the Proposed A Share Offering. The Directors confirm that GF Securities Co., Ltd. is independent from the Company.

– 12 –

LETTER FROM THE BOARD

Use of Net Proceeds from the Proposed A Share Offering

It is estimated that the funds raised from the Proposed A Share Offering, after deducting listing expenses, will not exceed RMB1,820.0 million. The following table sets forth the plan for the use of net proceeds from the Proposed A Share Offering:

Amount of
proceeds to be
Project used (RMB)
1. The annual production capacity of 900,000 tons of glass as covers 1,330,000,000 for PV modules project of a subsidiary of the Company, Anhui Flat Solar Glass Co., Ltd.（安徽福萊特光伏玻璃有限公司）(the “ Anhui PV Glass Project* ”)[(1)]
1. The annual production capacity of 100,000 tons on-line low 220,000,000 emissivity (Low-E) coated glass project of the Company (the “ On-line Low-E Glass Project ”)[(2)]
1. The technological modification of the 150,000 tons of PV glass 155,000,000 manufacturing facilities of a subsidiary of the Company, Zhejiang Jiafu Glass Co., Ltd. （浙江嘉福玻璃有限公司） (the “ PV Glass Manufacturing Facilities Modification Project* ”)[(3)]
1. The 85 megawatts of distributed PV power generation project of a 115,000,000 subsidiary of the Company, Jiaxing Flat New Energy Technology Co., Ltd. （嘉興福萊特新能源料科技有限公司） (the “ 85MW Distributed PV Systems Project* ”)[(4)] Total 1,820,000,000

Notes:

The entire project is estimated to cost approximately RMB2,086,620,000, of which, approximately RMB1,330,000,000 will be funded by the proceeds from the Proposed A Share Offering. The proceeds will be used for the establishment of eight PV raw glass production lines with two 1,000-ton PV glass furnaces and ten PV glass processing line with a total annual processing capacity of 75.0 million square meters of PV glass, being Phases I and II, part of the said project.
The proceeds will be used for the conversion of an existing 600-ton float glass furnace to an on-line Low-E production line with an annual production capacity of 100,000 tons.
The proceeds will be used for the conversion of the two existing 300-ton PV glass furnaces to one 600-ton photovoltaic glass furnace
The entire project is estimated to cost approximately RMB600,000,000, of which, approximately RMB115,000,000 will be funded by the proceeds from the Proposed A Share Offering. The proceeds will be used to construct Phase I of the project with total capacity of 20 megawatts of distributed PV systems.

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LETTER FROM THE BOARD

Expected Timetable in Utilising the Net Proceeds from the Proposed A Share Offering

As disclosed in A Share Application Proof, the following is the expected timetable in utilising the net proceeds to be received from the Proposed A Share Offering:

Project 1. The Anhui PV Glass Project (2) 2. The On-line Low-E Glass Project(3) 3. The PV Glass Manufacturing Facilities Modification Project(4) 4. The 85MW Distributed PV Systems Project (5) Total		Total Investment Amount RMB’000 2,086,662 225,000 155,000 600,000 3,066,620	Construction Period Year One(1) Year Two(1) Year Three(1) RMB’000 RMB’000 RMB’000 600,000(2) 480,000 250,000 159,660 54,450 5,890 111,650 30,960 12,390 32,500 82,500 Nil 903,810 647,910 268,280	Construction Period Year One(1) Year Two(1) Year Three(1) RMB’000 RMB’000 RMB’000 600,000(2) 480,000 250,000 159,660 54,450 5,890 111,650 30,960 12,390 32,500 82,500 Nil 903,810 647,910 268,280
				268,280

Notes:

(1) The year means the relevant twelve months period from the commencement of the relevant project. For example, year one means the first twelve months from the commencement of the relevant project.
(2) The Anhui PV Glass Project has commenced the infrastructure constructions and the procurement and installation of key machineries and equipment has gradually commenced on site as at the Latest Practicable Date. As at the Latest Practicable Date, the Company funded the project by internal resources and proceeds from the bank borrowing obtained from Bank of China of RMB500 million as referred to in “– Use of Proceeds from the Proposed A Share Offering” mentioned above.
(3) The On-line Low E Glass Project has commenced as at the Latest Practicable Date and performed backend process improvement and reserved machineries and equipment with suppliers. As at the Latest Practicable Date, the Company has funded the project by internal resources.
(4) As at the Latest Practicable Date, the Company has yet to commence the PV Glass Manufacturing Facilities Modification Project.
(5) As at the Latest Practicable Date, the Company has yet to commence the 85MW Distributed PV Systems Project.

Based on the above expected net proceeds from the Proposed A Share Offering and the total estimated investment amount for the projects, it is expected that about 59.3% of the total estimated investment amount of RMB3,066.7 million, or RMB1,820.0 million, will be funded by the net proceeds from the Proposed A Share Offering, and the remaining of 40.7%, or RMB1,246.6 million will have to be funded by a combination of internal

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LETTER FROM THE BOARD

resources and bank borrowings. Based on the interim report of the Company for the six months ended 30 June 2017, the Company has bank balances and cash of RMB556.3 million as at 30 June 2017 and the Company has obtained the BOC Loan of RMB500.0 million to fund the Anhui PV Glass Project. Hence, the Company will have to obtain the proceeds from the Proposed A Share Offering to adequately fund the investment projects.

In terms of timing to fund the investment projects, as advised by the sponsor to the Proposed A Share Offering, it is common for A share offering applications that the listing applicants will fund the investment projects based on the actual situation and progress prior to completion of the offering, and the proceeds will be used to repay the part that the listing applicants have already funded. As such, prior to the completion of the Proposed A Share Offering, the Company will temporarily fund a portion of the above investment projects based on the actual situation and progress by internal resources and/or bank loans if any of the investment projects has commenced, and will repay such funds and loans with the proceeds raised in Proposed A Share Offering. However, the Company does not expect all of the investment projects can be completed prior to the completion of the Proposed A Share Offering due to the need of the net proceeds from the Proposed A Share Offering in order to completely fund the projects. Thus, the investment projects will not be completely funded by internal resources and/or bank loans prior to completion of the Proposed A Share Offering.

Except as disclosed above, there is no other updates relating to source of funding for the said projects.

Effects of the Proposed A Share Offering on the Shareholding Structure of the Company

For reference and illustration purposes only, assuming that (i) a total of 200,000,000 A Shares are to be issued under the Proposed A Share Offering, and (ii) there are no other changes to the issued share capital of the Company, the shareholding structure of the Company (a) as at the Latest Practicable Date, and (b) immediately after completion of the Proposed A Share Offering are set out as follows:

Non-public Shareholders – Domestic Shares Public Shareholders – new A Shares to be issued – H Shares Total	(a) As at the Latest Practicable Date Number of Shares % 1,350,000,000 75.00 – – 450,000,000 25.00 1,800,000,000 100.00	(b) Immediately after completion of the Proposed A Share Offering Number of Shares % 1,350,000,000 67.50 200,000,000 10.00 450,000,000 22.50 2,000,000,000 100.00	(b) Immediately after completion of the Proposed A Share Offering Number of Shares % 1,350,000,000 67.50 200,000,000 10.00 450,000,000 22.50 2,000,000,000 100.00
			100.00

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LETTER FROM THE BOARD

Public Float

As at the Latest Practicable Date, based on the publicly available information and to the best knowledge, information and belief of the Directors, 25% of the total issued Shares are held by the public, and the Company has satisfied the requirement on public float as prescribed in the Listing Rules. Under the relevant PRC laws and regulations, no A Shares under the Proposed A Share Offering may be allocated to and subscribed by the Restricted Persons, which include the core connected persons of the Company. Therefore, based on the information available as at the Latest Practicable Date, upon completion of the Proposed A Share Offering, the total number of shares of the Company to be held by the public on all regulated markets (namely, the Stock Exchange and the Shanghai Stock Exchange) will be 32.50% of the Company’s total number of issued shares, which will be above the minimum public float requirement of 25% as stipulated under Rule 8.08(1) of the Listing Rules.

In any event, the Company will continue to monitor the trades to be placed by its core connected persons, who are required to inform the Company of any trades of the shares of the Company to be placed by them, and undertakes that it will continue to comply with the public float requirement as prescribed in the Listing Rules during the application process and after completion of the Proposed A Share Offering. The Company further confirms that no connected transactions under Chapter 14A of the Listing Rules will arise from the Proposed A Share Offering.

Reasons and benefits of the Proposed A Share Offering

The Directors consider the following to be the reasons and benefits of the Proposed A Share Offering, which have been disclosed in the A Share Application Proof, including but not limited to:

(i) the proceeds from the Proposed A Share Offering will provide the Company with funding to satisfy the funding needs of the Company for the investment projects, namely, the Anhui PV Glass Project, the On-line Low-E Glass Project, the PV Glass Manufacturing Facilities Modification Project and the 85MW Distributed PV Systems Project;
(ii) the Anhui PV Glass Project will increase the PV glass production capabilities of the Company;
(iii) the On-line Low-E Glass Project will allow the Company to increase its production capacity of Low-E glass, which will further increase the Company’s products added value and to increase the Company’s influence in the architectural glass industry;
(iv) the PV Glass Manufacturing Facilities Modification Project will allow the Company to increase the efficiency in the production and decrease production costs;

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LETTER FROM THE BOARD

(v) the 85MW Distributed PV Systems Project will further extend the Company’s position in the PV industry, which will increase the Company’s influence in the industry and its overall competitiveness;
(vi) the Proposed A Share Offering will provide the Company sufficient source of funding for its planned operations target, provide assurance of the development of the Company’s intended investment projects (namely, the Anhui PV Glass Project, the On-line Low-E Glass Project, the PV Glass Manufacturing Facilities Modification Project and the 85MW Distributed PV Systems Project);
(vii) provides an additional channel to source funding in the PRC so that the Company will be able to continuously fund its operations, which in turn can guarantee the funding of its future expansion’s funding needs; and
(viii) further increase the Company’s reputation in the market and its social influence, which will increase the Company’s ability to hire and retain quality candidates.

Furthermore, the Directors consider the Proposed A Share Offering coupled with the H Share listing status on the Stock Exchange provide the Company with an unique competitive edge as the Company will have access to both markets for future funding needs, widen its Shareholders base to include investors in the PRC in addition to the current investors in Hong Kong, and that as the Company’s headquarters and majority of its operations are in the PRC, it can provide upfront exposure in the PRC and further increase its reputation as a dually listed Company in Hong Kong and the PRC.

As such, the Directors believe the Proposed A Share Offering is beneficial and in the interest of the Company and its Shareholders as a whole.

Reasons for the Proposed Extension of Validity

Based on the guidance from the CSRC, the validity period of each approval from the Shareholders of the Company for the purpose in approving the Proposed A Share Offering and the related Board authorisation shall only be valid for 12 months. As such, the initial approval obtained from the Shareholders for the Proposed A Share Offering at the 2016 EGM and 2016 Class Meetings was valid for 12 months from the date of approval on 21 November 2016, and hence, will expire on 20 November 2017. Furthermore, the current submission and application process for the Proposed A Share Offering is progressing as planned and the Directors confirm that there is no material deviation from the original timetable which is required to be brought to the attention of the Shareholders.

As such, the Board considers that in order to ensure a successful listing of the A Shares and coupled with the reasons stated above in “– Reasons and Benefits of the Proposed A Share Offering” and that the current mandate will expire on 20 November 2017, the extension of the validity period for 12 months commencing from the date on which it is considered and approved at the 2017 Second EGM and the 2017 First Class Meeting is beneficial and necessary, and in the best interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

CSRC Approval Process

In general and based on the best knowledge, information and belief of the Directors, CSRC’s approval process for the Proposed A Share Offering is as follows:

(i) the Company first submits application materials to the CSRC, which has been completed in June 2017;
(ii) CSRC will vet the application materials and provides comments and feedbacks;
(iii) if CSRC is satisfied by the responses and feedbacks the Company submitted, CSRC preliminary review meeting be held and then subsequently, a listing hearing; and
(iv) if the application of the Company passes the listing hearing, CSRC will issue the listing approval and the Company can proceed with the Proposed A Share Offering.

Based on the advice of the Company’s sponsor to the Proposed A Share Offering and legal advisers as to the PRC laws, as at the Latest Practicable Date, it is expected that the Company will obtain the listing approval from the CSRC and complete the Proposed A Share Offering by June 2019 based on the current progress of the Company’s Proposed A Share Offering application.

Material Changes since the 2016 EGM and 2016 Class Meetings

The Directors confirmed that there has not been any material changes in the circumstances related to the work and arrangements for the Proposed A Share Offering and the terms of the Proposed A Share Offering since the Proposed A Share Offering has been approved by the Shareholders on 21 November 2016, including but not limited to the use of mandates granted, the proposed use of proceeds, the relevant undertakings made by the Company and the relevant parties. 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

Reference is made to the circular of the Company dated 5 October 2016 and the poll results announcement of the Company dated 21 November 2016. At the 2016 EGM and 2016 Class Meetings held on 21 November 2016, the “proposal on granting authorisation to the Board to handle matters in relation to the Proposed A Share Offering” was considered and approved, which is valid for a period of 12 months from 21 November 2016.

Given that the application of the Proposed A Share Offering has been submitted in June 2017 and is currently under review by CSRC, the Board is seeking an approval from the Shareholders to extend the validity period of the aforesaid resolution. The extended resolutions will be effective for a period of 12 months commencing from the date on which it is considered and approved at the 2017 Second EGM and the 2017 First Class Meeting.

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LETTER FROM THE BOARD

Other than the extension of the validity period of the authorisation granted to the Board to handle matters in relation the Proposed A Share Offering, there is no other material changes to the proposed resolution as compared to the resolution pass by the Shareholders at the 2016 EGM and the 2016 Class Meetings for such authorisation granted to the Board.

Details of the proposed resolution to extend the validity period of the authorisation to the Board to handle matters in relation to the Proposed A Share Offering as approved at the 2016 EGM and 2016 AGM meetings are set out below:

(a) to appoint relevant intermediaries for the Proposed A Share Offering, to negotiate and finalise their respective remuneration, and to sign the engagement letter or appointment letter;
(b) to implement the Proposed A Share Offering and listing proposal in accordance with the relevant laws, rules and regulations and the resolutions passed in the 2016 EGM and 2016 Class Meetings;
(c) to handle all matters in relation to the Proposed A Share Offering and listing proposal in accordance with the resolutions passed in the 2016 EGM and 2016 Class Meetings, approval from the CSRC and the prevailing market conditions, including but not limited to finalising the offering timetable after negotiating with the relevant parties, the offer size, the offer price, the target subscribers and pricing methodology;
(d) to handle submissions in relation to the Proposed A Share Offering, including but not limited to (i) applying for vetting, registration and filing with, and obtaining approval and consent from relevant government agencies and regulatory authorities in, and out of, the PRC; and (ii) approving, signing, executing, modifying and delivering all agreements, contracts or the necessary documents relating to the Proposed A Share Offering, including but not limited to the prospectus, agreement with the sponsor(s), underwriting agreement, listing agreement, announcements and circulars;
(e) to (i) revise and amend the relevant provisions of the Articles, rules of procedures and other corporate governance codes from time to time relating to, as necessary or appropriate for the Proposed A Share Offering; and (ii) revise the Articles based on the results of the Proposed A Share Offering, and to handle the approvals and registrations of the relevant amendments with the industry and commerce authorities, and to make the filings with the relevant authorities;
(f) to amend the Articles, rules of procedures and policies based on the comments of the CSRC, the stock exchange and other government agencies, or to amend as appropriate if such rules and policies conflict with the standardised documents of the CSRC, the stock exchange and other government agencies;
(g) to adjust the Proposed A Share Offering according to its implementation situation, prevailing market conditions, adjustments of governmental policies and comments from regulatory departments. During the validity period of the resolution for the

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LETTER FROM THE BOARD

Proposed A Share Offering, in the event of any changes to the rules and regulations in relation to offering of new shares or vetting requirements, the Proposed A Share Offering shall be adjusted in accordance with such changes, and the Board shall be authorized to consider and approve the same;

(h) matters relating to the implementation of the investment projects for the use of proceeds, including (i) prior to the net proceeds from the Proposed A Share Offering having been credited, to fund the investment projects based on their respective progress through internal source of funding or bank loans; (ii) after the net proceeds from the Proposed A Share Offering having been credited, to use the net proceeds to repay the funds or loans referred to in (i) above; (iii) to adjust the investment projects based on the actual situation during implementation of the projects or based on the comments from the relevant government authorities, including but not limited to adjusting the amount of the net proceeds to be used, the actual entity to implement the investment projects, the implementation project, and the implementation method in the confirmed scope of the investment projects for the use of proceeds; (iv) to confirm the dedicated bank account for the deposit of the net proceeds; (v) to implement the plan for the use of proceeds upon completion of the Proposed A Share Offering; (vi) to execute all major contracts involved when implementing the plan for the use of proceeds; (vii) in the case if the net proceeds are insufficient to fund the investment projects, to fund the investment projects through bank loans or internal source of funding; (viii) to determine the use of proceeds if there will be any balance after implementing the plan for the use of proceeds; (ix) to reduce the number of investment projects, the use of proceeds and the amount of proceeds within the scope of the use of proceeds as approved by the Shareholders at the EGM and the Class Meetings based on the actual situation or the comments from the relevant government authorities;
(i) to implement all other matters as necessary, appropriate or suitable relating to the Proposed A Share Offering in accordance with the relevant laws and regulations;
(j) the above (a) to (i) authorisations have been approved by the Shareholders at the 2016 EGM and the 2016 Class Meetings and agree to grant the chairman of the Board or any other relevant person as designated by the chairman of the Board such full authorisations; and
(k) the validity period of the authorisations is 12 months from the date when the resolution is approved by the Shareholders by way of special resolution at the 2017 Second EGM and the 2017 First Class Meetings.

VI. PROPOSAL ON THE REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 2017

In accordance with the requirements of the Proposed A Share Offering, an ordinary resolution will be proposed at the 2017 Second EGM to consider and approve the report on the related parties transactions of the Company during the period from 1 January 2017 to 30 June 2017, details of which are set out in Appendix II to this Circular.

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LETTER FROM THE BOARD

VII. THE 2017 SECOND EGM AND THE 2017 FIRST CLASS MEETINGS

Notices convening the 2017 Second EGM and the 2017 First Class Meetings to be held at Conference Room, the 5th floor, Flat Glass Group Co., Ltd. Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, on Monday, 20 November 2017, are set out on pages 29 to 35.

Notices of the 2017 Second EGM and 2017 First Class Meetings

The 2017 Second EGM will be held at the Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC at 9:00 a.m. on Monday, 20 November 2017. The 2017 First Domestic Shareholders’ Class Meeting will be held immediately after the conclusion of the 2017 Second EGM at the same place, and the 2017 First H Shareholders’ Class Meeting will be held immediately after the conclusion of the 2017 First Domestic Shareholders’ Class Meeting at the same place. Notices of the 2017 Second EGM and the 2017 First Class Meetings are set out on pages 29 to 35 of this circular.

Reply slip and proxy form

If you are eligible and intend to attend the 2017 Second EGM and/or the 2017 First Class Meetings, please complete and return the reply slip(s), in accordance with the instructions printed thereon as soon as possible and in any event no later than 20 days before the date appointed for holding such meeting(s) or any adjournment thereof.

Shareholders who intend to attend the 2017 Second EGM and/or the 2017 First Class Meetings by proxy are required to complete and return the proxy form(s), in accordance with the instructions printed thereon as soon as possible and in any event no later than 24 hours before the time appointed for the holding of such meeting(s) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at such meeting(s) or any adjournment thereof should you so wish.

Voting by poll at the 2017 Second EGM and the 2017 First Class Meetings

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the 2017 Second EGM and the 2017 First Class Meetings as set out in the notices of the 2017 Second EGM and the 2017 First Class Meetings in this circular must be taken by poll. The chairman of the 2017 Second EGM and the 2017 First Class Meetings will therefore demand a poll for every such resolution put to the vote at the 2017 Second EGM and the 2017 First 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 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 uses in the same way.

No Shareholder is required to abstain from voting for the resolutions proposed at the 2017 Second EGM and the 2017 First Class Meetings.

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LETTER FROM THE BOARD

VIII. RECOMMENDATION

The Board considers that all resolutions set out in the notices of the 2017 Second EGM and the 2017 First 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 the resolutions set out in the notice of the 2017 Second EGM and the 2017 First Class Meetings which are to be proposed at the 2017 Second EGM and the 2017 First Class Meetings.

IX. RESPONSIBILITY STATEMENT

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purposes of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

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

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APPENDIX I SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

The English version of this appendix is an unofficial translation of the Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

1. Basis of preparation

This Report on the Use of Proceeds from Previous Fund Raising and its annex of Flat Glass Group Co., Ltd. (the “ Company ”) as at 30 June 2017 are prepared in accordance with the “Rules on the Report on the Use of Proceeds from Previous Fund Raising” (Zheng Jian Fa Hang Zi [2007] No. 500) promulgated by China Securities Regulatory Commission.

2. The amount, time of receipt and deposit of proceeds from previous fund raising

The Company was listed on the Main Board of The Stock Exchange of Hong Kong Limited on 26 November 2015, as approved under the Reply on Approval of the Issuance of Overseas Listed Foreign Shares by Flat Glass Group Co., Ltd. (Zheng Jian Xu Ke [2015] No. 1773) issued by China Securities Regulatory Commission. According to the Prospectus of Flat Glass Group Co., Ltd. , and announcements such as Global Offering – Announcement of Allotment Results and Announcement of Stabilizing Actions, End of the Stabilization Period and Lapse of Over-allotment Option , as of 26 November 2015, the Company has issued 450,000,000 overseas listed foreign shares (H Shares) of RMB0.25 each at the issuing price of HK$2.10 per share payable in Hong Kong dollars cash, and has received the proceeds of HK$945,000,000.00. After deducting costs such as underwriting fees, sponsor fees, securities trading fees and transaction levies, the proceeds raised were HK$917,315,949.14. After deducting the issuance cost incurred and borne by the Company, the actual net proceeds raised were RMB731,451,319.40 (equivalent to HK$887,209,887.32). The Company subsequently transferred the proceeds deposited in its Hong Kong Dollar account with the Bank of China (Hong Kong) Limited to its account in banks in the PRC successively as required.

3. Actual use of proceeds from previous fund raising

(I) Comparison in respect of the use of proceeds from previous fund raising

The use of proceeds as committed in the prospectus for the public offering of H Shares of the Company:

(1) Approximately 46.0% to be used to establish overseas PV glass production and processing facilities in Vietnam;
(2) Approximately 17.2% to be used to establish new Low-E and Low-E composite glass processing facilities with an annual processing capacity of approximately 5.8 million sq.m.;
(3) Approximately 9.7% to be used for costs relating to research and development of new products and purchase of new equipment;

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APPENDIX I SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

(4) Approximately 9.7% to be used for working capital and other general corporate purposes;
(5) Approximately 9.1% to be used for modifying and upgrading an existing PV glass furnace with a daily maximum production capacity of 490 tons; and
(6) Approximately 8.3% to be used for the construction of new 15MW distributed PV systems for self-use.

As at 30 June 2017, as derived from the summary table of investments relating to proceeds raised from the H Shares of the Company, the cumulative amount of proceeds invested and used was RMB465,630,734.50. See Annex I “Table in respect of the Use of Proceeds from Previous Fund Raising” of this report for details.

(II) Change in the projects actually invested with the proceeds from previous fund raising

There was no change in the projects actually invested with the proceeds from previous fund raising.

(III) External transfer or replacement of the projects invested with the proceeds from previous fund raising

There was no external transfer or replacement of the projects invested with the proceeds from previous fund raising.

(IV) Benefits realised from the projects invested with the proceeds from previous fund raising

As there is no forecast in the prospectus for the initial public offering of H Shares of the Company on the economic benefits of the projects invested with the proceeds from previous fund raising, the Company did not assess separately the benefits of the projects invested with the proceeds from previous fund raising. The existing utilized proceeds increases the net assets of the Company, expands the business scale of the Company and will enhance the continuous profitability and market competitiveness of the Company.

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APPENDIX I SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

4. Comparison between the use of proceeds from previous fund raising and information disclosed in the Company’s annual reports

The Company has compared the actual use of proceeds from previous fund raising item by item with relevant disclosures in annual reports and other information disclosure documents of the Company, and the actual use of the proceeds were consistent with the relevant disclosures.

==> picture [681 x 280] intentionally omitted <==

----- Start of picture text -----

Actual use of
proceeds As disclosed in the annual reports
As at
31 December 2016 As at 31 December 2016
RMB equivalent
Project RMB’000 HK$’000 RMB’000
(1) Overseas PV glass production and processing
facilities in Vietnam 109,716 118,700 109,716
(2) New Low-E and Low-E composite glass
production line with an annual processing
capacity of 5.8 million sq.m. 125,809 152,100 125,809
(3) Costs relating to research and development of
new products and purchase of new equipment 70,951 85,800 70,951
(4) Replenishment of liquidity 70,951 85,800 70,951
(5) Modifying and upgrading an existing PV glass
furnace with a daily production capacity of 490
tons – – –
(6) 15MW distributed PV systems 47,984 58,200 47,984
Total 425,411 500,600 425,411
----- End of picture text -----

5. Proceeds from previous fund raising not yet utilized

As at 30 June 2017, the balance of the proceeds from previous fund raising not yet utilized was RMB265,820,584.90, accounting for 36% of net proceeds. The reason for the abovementioned proceeds was not yet entirely utilized is that the fund raising projects of the Company are still at the construction stage. The progress on the use of the raised fund shall match with the construction progress, which is intended to be completed in December 2018.

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APPENDIX I SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

6. Conclusion

The Board of Directors considered that the Company utilized the proceeds from previous fund raising according to the plan for use of proceeds as disclosed in the prospectus in relation to the initial public offering of H Shares. The Company fulfilled its disclosure obligation with respect to the utilization and progress of the proceeds from previous fund raising.

All Directors of the Company undertake that there are no misrepresentations, misleading statements or material omissions in this report and they are jointly and severally liable for the authenticity, accuracy and completeness of the information contained in this report.

The board of directors of Flat Glass Group Co., Ltd.

4 October 2017

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SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

APPENDIX I

Annex I:

Table in respect of the Use of Proceeds from Previous Fund Raising

As at 30 June 2017

Unit: RMB

==> picture [949 x 524] intentionally omitted <==

----- Start of picture text -----

Net amount of proceeds raised 731,451,319.40 Cumulative total amount of proceeds utilized 465,630,734.50
Total amount of proceeds with changes of use –
Proportion of total amount of proceeds with 0.00%
changes of use
Investment project Total amount of proceeds invested Cumulative amount of proceeds invested as of the cut-off date
Difference
between
actual Date for
investment project
amount and being
Committed Committed committed ready for
amount of Committed amount of Committed amount of its intended
investment amount of investment amount of investment use (or the
Committed Actual before investment Actual before investment Actual after raising extent of
investment investment raising after raising investment raising after raising investment proceeds completion
No. project project proceeds proceeds amount proceeds proceeds amount (Note) of project)
1 Overseas PV Overseas PV 336,467,606.92 336,467,606.92 137,249,772.76 336,467,606.92 336,467,606.92 137,249,772.76 199,217,834.16 December
glass production glass 2018
and processing production and
facilities in processing
Vietnam facilities in
Vietnam
2 New Low-E and New Low-E 125,809,626.94 125,809,626.94 125,809,626.94 125,809,626.94 125,809,626.94 125,809,626.94 – February
Low-E and Low-E 2017
composite glass composite
production line glass
with an annual production
processing line with an
capacity of 5.8 annual
million sq.m. processing
capacity of 5.8
million sq.m.
3 Costs relating to Costs relating 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 – N/A
research and to research
development of and
new products development
and purchase of of new
new equipment products and
purchase of
new
equipment
4 Replenishment Replenishment 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 70,950,777.98 – N/A
of liquidity of liquidity
5 Modifying and Modifying and 66,562,070.07 66,562,070.07 12,213,500.00 66,562,070.07 66,562,070.07 12,213,500.00 54,348,570.07 December
upgrading an upgrading an 2018
existing PV glass existing PV
furnace with a glass furnace
daily production with a daily
capacity of 490 production
tons capacity of
490 tons
6 15MW 15MW 60,710,459.51 60,710,459.51 48,456,278.84 60,710,459.51 60,710,459.51 48,456,278.84 12,254,180.67 December
distributed PV distributed PV 2018
systems systems
Total 731,451,319.40 731,451,319.40 465,630,734.50 731,451,319.40 731,451,319.40 465,630,734.50 265,820,584.90
----- End of picture text -----

Note: Proceeds from previous fund raising not yet utilized will be finished in December 2018. Details are set out in special report (5. Proceeds from previous fund raising not yet utilized)

– 27 –

REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 2017

APPENDIX II

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 2017 and 30 June 2017 are reported as follows, for consideration by all Shareholders and their representatives:

A. Related Party Transaction During the Period from 1 January 2017 to 30 June 2017

(1) Rental Transaction

Lessor Name Particulars of Related Party Transaction Jiaxing Yihe Machine Co., Limited Housing rental (2) Compensation of Key Management Personnel Item Compensation of key management personnel (3) Other payables Item Jiaxing Yihe Machine Co., Limited	Amount (RMB) 1,200,724.80

	Amount (RMB) 2,692,018.80

	Amount (RMB) 1,200,724.80

B. Pricing Policy and Basis of the Related Parties Transactions

The related party transactions between the Company and the related party during the period from 1 January 2017 to 30 June 2017 have been conducted based on fair and voluntary principle, adopted a fair pricing approach, and performed necessary decision-making. There are no situations that damaged the interests of the Company and other non-related party shareholders.

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NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 second extraordinary general meeting (the “ 2017 Second EGM ”) of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 9:00 a.m. on Monday, 20 November 2017. Unless otherwise defined, capitalised terms used in this notice shall have the meanings as those defined in the circular of the Company dated 4 October 2017 (the “ Circular ”).

ORDINARY RESOLUTIONS

To consider and approve 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.
To declare an interim dividend of RMB2.4 cents per ordinary Share (before tax) for the six months ended 30 June 2017.
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

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.
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.

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

Jiaxing, Zhejiang Province, the PRC 4 October 2017

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NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING

As at the date hereof, the executive directors of the Company are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu; independent non-executive directors of the Company are Mr. Cui Xiaozhong, Mr. Li Shilong and Mr. Ng Ki Hung.

Notes:

In order to ascertain Shareholders’ entitlement to attend and vote at the 2017 Second EGM, the register of members of the Company will be closed from 21 October 2017 (Saturday) to 20 November 2017 (Monday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming the 2017 Second EGM, all transfer documents must be lodged with the Company’s H share 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 PRC (for holders of Domestic Shares), for registration before 4:30 p.m. on 20 October 2017 (Friday). Shareholders whose names appear on the register of members of the Company on 20 November 2017 (Monday) are entitled to attend and vote at the 2017 Second EGM.
The Board has recommended an interim dividend for the six months ended 30 June 2017 of RMB2.4 cents per ordinary share (before tax). For the purpose of ascertaining shareholders’ entitlement to the 2017 Interim Dividend, the register of members of the Company will be closed from 24 November 2017 (Friday) to 28 November 2017 (Tuesday) (both days inclusive) for the purpose of determining shareholders’ entitlement to the 2017 Interim Dividend. In order to qualify for receiving the 2017 Interim Dividend, all transfer documents must be lodged with the Company’s H share 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 PRC (for holders of Domestic Shares), for registration before 4:30 p.m. on 23 November 2017 (Thursday). Subject to approval by the Shareholders at the 2017 Second EGM, the 2017 Interim Dividend will be paid before 31 December 2017.
Shareholders who are entitled to attend and vote at the 2017 Second EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
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.
In order to be valid, the proxy form for the 2017 Second EGM must be deposited by hand or by post to the H share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (the holders of H Shares) or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC (for holders of Domestic Shares) not less than 24 hours before the time for holding the 2017 Second EGM (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the 2017 Second EGM or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the 2017 Second EGM. If corporate Shareholders appoint authorized representative to attend the 2017 Second 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 2017 Second EGM.

– 30 –

NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING

Shareholders who intend to attend the 2017 Second EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the registered office in the PRC of the Company (for holders of domestic shares of the Company) on or before 30 October 2017 (Monday).
Shareholders attending the 2017 Second EGM shall be responsible for their own travel and accommodation expenses.
The address of the registered office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

– 31 –

NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

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)

NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2017 First Domestic Shareholders’ Class Meeting of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, on Monday, 20 November 2017 immediately after the conclusion of the 2017 Second EGM of the Company held at the same date or any adjournment thereof for the purpose of considering, and if thought fit, passing the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the meanings as those defined in the circular of the Company dated 4 October 2017 (the “ Circular ”):

SPECIAL RESOLUTIONS

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.
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.

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

Jiaxing, Zhejiang Province, the PRC 4 October 2017

– 32 –

NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

Notes:

In order to ascertain Domestic Shareholders’ entitlement to attend and vote at the 2017 First Domestic Shareholders’ Class Meeting, the register of members of the Company will be closed from 21 October 2017 (Saturday) to 20 November 2017 (Monday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming 2017 First Domestic Shareholders’ Class Meeting, all transfer documents must be lodged with the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, for registration before 4:30 p.m. on 20 October 2017 (Friday). Domestic Shareholders whose names appear on the register of members of the Company on 20 November 2017 (Monday) are entitled to attend and vote at the 2017 First Domestic Shareholders’ Class Meeting.
Domestic Shareholders who are entitled to attend and vote at the 2017 First Domestic Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of a Domestic Shareholder or his attorney duly authorised in writing. If the Domestic 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 authorised to sign the same.
In order to be valid, the proxy form for the 2017 First Domestic Shareholders’ Class Meeting must be deposited by hand or by post to the registered office in the PRC of the Company not less than 24 hours before the time for holding the 2017 First Domestic Shareholders’ Class Meeting (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude Domestic Shareholders from attending and voting in person at the 2017 First Domestic Shareholders’ Class Meeting or any adjourned meetings should they so wish.
Domestic Shareholders or their proxies shall provide their identification documents when attending the 2017 First Domestic Shareholders’ Class Meeting. If corporate Domestic Shareholders appoint authorised representative to attend the 2017 First Domestic Shareholders’ Class Meeting, the authorised 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 authorised parties of the corporate Domestic Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Domestic Shareholders or their attorney when attending the 2017 First Domestic Shareholders’ Class Meeting.
Domestic Shareholders who intend to attend the 2017 First Domestic Shareholders’ Class Meeting should complete the reply slip and return it by hand or by post to the registered office in the PRC of the Company on or before 30 October 2017 (Monday).
Domestic Shareholders attending the 2017 First Domestic Shareholders’ Class Meeting shall be responsible for their own travel and accommodation expenses.
The address of the registered office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

– 33 –

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

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)

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2017 First H Shareholders’ Class Meeting of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at Conference Room, 5th Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, on Monday, 20 November 2017 immediately after the conclusion of the 2017 First Domestic Shareholders’ Class Meeting held at the same date on any adjournment thereof for the purpose of considering, and if thought fit, passing the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the meanings as those defined in the circular of the Company dated 4 October 2017 (the “ Circular ”):

SPECIAL RESOLUTION

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.
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.

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

Jiaxing, Zhejiang Province, the PRC 4 October 2017

As at the date hereof, the executive directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu; independent non-executive directors of the Company are Mr. Cui Xiaozhong, Mr. Li Shilong and Mr. Ng Ki Hung.

– 34 –

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

Notes:

In order to ascertain H Shareholders’ entitlement to attend and vote at the 2017 First H Shareholders’ Class Meeting, the register of members of the Company will be closed from 21 October 2017 (Saturday) to 20 November 2017 (Monday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming 2017 First H Shareholders’ Class Meeting, all transfer documents must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration before 4:30 p.m. on 20 October 2017 (Friday). H Shareholders whose names appear on the register of members of the Company on 20 November 2017 (Monday) are entitled to attend and vote at the 2017 First H Shareholders’ Class Meeting.
H Shareholders who are entitled to attend and vote at the 2017 First H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of an H Shareholder or his attorney duly authorized in writing. If the H 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.
In order to be valid, the proxy form for the 2017 First H Shareholders’ Class Meeting must be deposited by hand or by post to the H share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the 2017 First H Shareholders’ Class Meeting (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude H Shareholders from attending and voting in person at the 2017 First H Shareholders’ Class Meeting or any adjourned meetings should they so wish.
H Shareholders or their proxies shall provide their identification documents when attending the 2017 First H Shareholders’ Class Meeting. If corporate H Shareholders appoint authorized representative to attend the 2017 First H Shareholders’ Class Meeting, 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 H Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the H Shareholders or their attorney when attending the 2017 First H Shareholders’ Class Meeting.
H Shareholders who intend to attend the 2017 First H Shareholders’ Class Meeting should complete the reply slip and return it by hand or by post to the H share registrar of the Company on or before 30 October 2017 (Monday).
H Shareholders attending the 2017 First H Shareholders’ Class Meeting shall be responsible for their own travel and accommodation expenses.

– 35 –

AI assistant

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

51063_rns_2017-10-03_88546abf-cc9b-4b89-be9e-3b7966a74cf0.pdf

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

DEFINITIONS

DEFINITIONS

DEFINITIONS

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

I. INTRODUCTION

II. PROPOSED PROVISION OF SPECIAL REPORT ON THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES AS AT 30 JUNE 2017

LETTER FROM THE BOARD

III. PROPOSED INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

IV. EXTENSION OF THE VALIDILY PERIOD FOR THE PLAN FOR THE COMPANY’S OFFERING AND LISTING OF A SHARES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Other Information on the Proposed A Share Offering

Lead Underwriter

Use of Net Proceeds from the Proposed A Share Offering

Expected Timetable in Utilising the Net Proceeds from the Proposed A Share Offering

LETTER FROM THE BOARD

Effects of the Proposed A Share Offering on the Shareholding Structure of the Company

LETTER FROM THE BOARD

Public Float

Reasons and benefits of the Proposed A Share Offering

Reasons for the Proposed Extension of Validity

CSRC Approval Process

Material Changes since the 2016 EGM and 2016 Class Meetings

LETTER FROM THE BOARD

LETTER FROM THE BOARD

VI. PROPOSAL ON THE REPORT ON RELATED PARTIES TRANSACTIONS DURING THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 2017

VII. THE 2017 SECOND EGM AND THE 2017 FIRST CLASS MEETINGS

Notices of the 2017 Second EGM and 2017 First Class Meetings

Reply slip and proxy form

Voting by poll at the 2017 Second EGM and the 2017 First Class Meetings

VIII. RECOMMENDATION

IX. RESPONSIBILITY STATEMENT

1. Basis of preparation

2. The amount, time of receipt and deposit of proceeds from previous fund raising

3. Actual use of proceeds from previous fund raising

(I) Comparison in respect of the use of proceeds from previous fund raising

(III) External transfer or replacement of the projects invested with the proceeds from previous fund raising

4. Comparison between the use of proceeds from previous fund raising and information disclosed in the Company’s annual reports

5. Proceeds from previous fund raising not yet utilized

6. Conclusion

APPENDIX I

Annex I:

As at 30 June 2017

Unit: RMB

A. Related Party Transaction During the Period from 1 January 2017 to 30 June 2017

B. Pricing Policy and Basis of the Related Parties Transactions

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Notes:

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

(stock code: 6865)

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

SPECIAL RESOLUTION

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

More from Flat Glass Group Co., Ltd.

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