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

Mar 14, 2017

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 GUARANTEE FOR ANHUI FLAT GLASS AND

(2) NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notices convening the EGM and the Class Meetings to be held at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, at 1:30 p.m. on 2 May, 2017 are set out on pages 6 to 7 of this circular.

Forms of proxy for use at the EGM 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 form(s) of proxy in accordance with the instructions printed thereon to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H Shares), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (for holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the relevant meeting(s) or any adjournment thereof. Completion and return of the form(s) of proxy 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.

15 March 2017

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING . . . . .		6

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DEFINITIONS

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

• “Anhui Flat Glass”

• Anhui Flat Solar Glass Co., Ltd.*, a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company

• “Anhui Flat Glass Loan”

• a loan agreement to be entered into between Bank of China Limited Jiaxing Branch as lender and Anhui Flat Glass as borrower for an expected loan amount of RMB500 million

• “Anhui Flat Glass PV Project”

• the project to establish photovoltaic glass production facilities in Anhui, PRC by Anhui Flat Glass, with an aggregate annual production capacity of 900,000 tons of photovoltaic glass, which will be used as covers for photovoltaic modules

• “Articles of Association”

• the articles of association of the Company

• “Board”

• the board of Directors of the Company

• “Company”

• Flat Glass Group Co., Ltd., a joint stock company established in the PRC with limited liability, the H Shares of which are listed on the main board of the Stock Exchange (stock code: 6865)

• “Company Law” the Company Law of the PRC

• “Directors” the directors of the Company

• “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

• “EGM” the 2017 First Extraordinary General Meeting of the Company to be held at Meeting Room on the fifth floor, Flat Glass Group Co., Ltd. Yunhe Road, Xiuzhou district, Jiaxing, Zhejiang Province, the PRC, at 1:30 p.m. on 2 May 2017, or any adjournment thereof

• “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

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DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Lender” or “Bank of China	Bank of China Limited Jiaxing Branch
Jiaxing”
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“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

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.

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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 15 March 2017

To the Shareholders,

Dear Sir/Madam,

(1) PROPOSED PROVISION OF GUARANTEE FOR ANHUI FLAT GLASS AND

(2) NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purposes of this circular are to (i) provide you with information regarding the resolutions relating to the proposed provision of guarantees by the Company to Anhui Flat Glass for the Anhui Flat Glass Loan; and (ii) give you notice of the EGM.

II. PROPOSED PROVISION OF GUARANTEE FOR ANHUI FLAT GLASS

As disclosed in the announcements of the Company dated 25 August 2016 and 21 November 2016, and the circular of the Company dated 5 October 2016 relating to the Company’s proposed A share offering, part of the future proceeds from the proposed A share offering is intended to be used for 2/3 of the Anhui Flat Glass PV Project for an annual capacity of approximately 600,000 tons of photovoltaic glass.

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LETTER FROM THE BOARD

As the proposed A share offering is yet to be completed and the Anhui Flat Glass PV Project is progressing well, Anhui Flat Glass intends to enter into a loan agreement with the Lender to fund part of the Anhui Flat Glass PV Project which originally will be funded by the proceeds from the proposed A share offering.

The Company is expected to provide a guarantee for the Anhui Flat Glass Loan and the amount of guarantee is RMB 500 million, exceeding 10% of last audited net assets for the Company as at 31 December 2015. Pursuant to Article 56(4) of the Articles of Association, such provision of guarantee for Anhui Flat Glass under the Anhui Flat Glass Loan shall be subject to approval by the Shareholders at general meeting of the Company.

III. THE EGM

A notice convening the EGM to be held at Meeting Room on the fifth floor, Flat Glass Group Co., Ltd. Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 1:30 p.m. on 2 May, 2017, is set out on pages 6 to 7.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the EGM will be voted by poll.

For the purpose of determining the entitlement for attendance and voting at the EGM, the H Shares register of members of the Company will be closed from 1 April 2017 to 2 May 2017, both days inclusive, during which period no transfer of Shares will be effected. In order to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Tricor Investor Services Limited at 22th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on 31 March 2017.

Shareholders can attend and vote in person or appoint a proxy to attend and vote at the EGM. Shareholders who intend to appoint a proxy to attend the EGM are requested to complete the proxy form in accordance with the instructions set out therein and return it to the secretary office of the Board of directors at the H Share registrar of the Company, Tricor Investor Services Limited at 22th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for holders of H shares of the Company as soon as possible but in any event, not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

IV. RECOMMENDATION

The Anhui Flat Glass Loaned and the provision guarantee by the Company in connection the Anhui Flat Glass Loan is to facilitate the business growth of Anhui Flat Glass.

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LETTER FROM THE BOARD

The Directors consider that the Anhui Flat Glass Loan and the provision guarantee in connection with Anhui Flat Glass Loan are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend all Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

V. 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 Chairment

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NOTICE OF THE 2017 FIRST 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “ EGM ”) of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at Meeting Room on the fifth floor, Flat Glass Group Co., Ltd. Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 1:30 pm on 2 May 2017, for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT :

• (i) 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 Anhui Flat Glass Loan” in the circular dated on 15 March 2017 (the “Guarantee”), be and is hereby approved; and

• (ii) 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 Guarantee, and the transactions contemplated thereunder.”

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

Jiaxing, Zhejiang Province, the PRC 15 March 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 are Mr. Cui Xiaozhong, Mr. Li Shilong and Mr. Ng Ki Hung.

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NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

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

2. 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.

3. The EGM Proxy Form is enclosed with the circular of the Company dated 15 March 2017. In order to be valid, the EGM Proxy Form must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM (or any adjournment thereof) for taking the poll. If the EGM Proxy Form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the EGM Proxy Form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.

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

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

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

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