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

Apr 19, 2017

51063_rns_2017-04-19_a7f2cb43-1978-4eba-a143-dfdbd4fd8293.pdf

Proxy Solicitation & Information Statement

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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)

REVISED FORM OF PROXY FOR THE 2017 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 2 MAY 2017 (OR AT ANY ADJOURNMENT THEREOF)

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

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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 first extraordinary general meeting (the “ EGM ”) of the Company to be held at 1:30 p.m. on 2 May 2017 (Tuesday) at the Meeting Room on the fifth floor, Flat Glass Group Co., Ltd., Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, or any adjournment(the “ Original thereof, Notice and”) andto votethe supplementalat such meetingnoticeor atof anyEGMadjournmentdated 20 Aprilthereof2017in (therespect“ Supplemental of the resolutions Notice set”) asouthereunderin the noticeindicatedof EGMon behalfdated 15of Marchme/us, 2017or 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 15 March 2017 and the supplemental circular of the Company dated 20 April 2017.

  • ORDINARY RESOLUTIONS FOR (Note 5) AGAINST (Note 5) ABSTAIN (Note 5)

  • To consider and approve the following: (1) the provision of guarantee by the Company as set out in the section headed “LetterFlat GlassfromLoan”the inBoardthe circular– II. Proposeddated onProvision15 Marchof2017Guarantee(the “ Guarantee for the Anhui”)

  • (2) any one or more of the directors of the Company to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Guarantee, and the transactions contemplated thereunder

  • (3) the provision of guarantee by the Company as set out in the section headed “Letter from the Board – II. Proposed Provision of Guarantee for the Flat (Hong“ Flat HK Kong) Guarantee Loan” ”in) the supplemental circular dated 20 April 2017 (the

  • (4) any one or more of the directors of the Company is/are hereby approved and authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Flat HK Guarantee, and the transactions contemplated thereunder

  • (5) the report on related parties transactions during the period from 1 January 2014 to 31 December 2016 as set out in Appendix I to the supplemental circular dated 20 April 2017

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

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

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

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

  5. 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.

  6. This revised proxy form 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 revised proxy form must be signed by the shareholder whose name stands first in the register of members of the Company.

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

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

  9. IMPORTANT: Shareholders of the Company should read the supplemental circular of the Company dated 20 April 2017 and note that this revised proxy form supersedes and replaces the proxy form for the EGM enclosed with the Original Notice (the “Original Proxy Form”) and the Original Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THIS REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED HEREIN.