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Flat Glass Group Co., Ltd. Proxy Solicitation & Information Statement 2019

May 8, 2019

51063_rns_2019-05-08_81e7f5d5-706b-4c0a-92d9-ae2ece890b96.pdf

Proxy Solicitation & Information Statement

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

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 2019 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 First H Shareholders’ Class Meeting of Flat Glass Group Co., Ltd. will be held on Monday, 24 June 2019 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 immediately after the conclusion of the 2019 First A Shareholders’ Class Meeting to be held on the same day (or any adjournment thereof) for the purpose of considering, and if thought fit, passing the following resolutions. Unless defined otherwise, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 May 2019 (the “ Circular ”).

  • Special resolution 1. To consider and approve the grant of specific mandate to the Board to issue the A Share Convertible Bonds pursuant to the A Share Convertible Bonds Issuance Plan:

  • (i) Type of bonds to be issued;

  • (ii) Issue size;

  • (iii) Par value and issue price;

  • (iv) Bonds term;

  • (v) Bonds interest;

  • (vi) Method and timing of interest payment;

  • (vii) Conversion period;

  • (viii) Determination and adjustment of conversion price;

  • (ix) Downward adjustment to the conversion price;

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  • (x) Determination of the number of conversion shares and methods for determining the number of shares for conversion when there is insufficient balance on conversion into one share;

  • (xi) Terms of redemption;

  • (xii) Terms of sell back;

  • (xiii) Dividend rights for the conversion year;

  • (xiv) Method of issuance and target investors;

  • (xv) Subscription arrangement for existing A Shareholders;

  • (xvi) Relevant matters on Bondholders’ meetings;

  • (xvii) Use of proceeds;

  • (xviii) Management and deposit of proceeds;

  • (xix) Guarantee; and

  • (xx) Validity period of the resolution.

  • Special resolution 2. To consider and approve the authorisation of the Board and its authorised persons to manage the matters relating to the Proposed Issuance of A Share Convertible Bonds.

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

Jiaxing, Zhejiang Province, the PRC 9 May 2019

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, Ms. Hua Fulan and Mr. Ng Ki Hung.

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Notes:

  1. Holders of H shares whose names appear on the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, as at 4:30 p.m. on Monday, 24 June 2019 are eligible to attend the 2019 First H Shareholders’ Class Meeting. To qualify for attendance and vote at the 2019 First H Shareholders’ Class Meeting, all transfers of H shares accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 24 May 2019.

  2. A member eligible to attend and vote at the 2019 First H Shareholders’ Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.

  3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised 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 authorised to sign the same.

  4. In order to be valid, the proxy Form 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 designated for holding of the 2019 First H Shareholders’ Class Meeting. 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 the a shareholder from attending and voting in person at the 2019 First H Shareholders’ Class Meeting or any adjourned meetings should they so wish.

  5. A shareholder or his proxy shall produce proof of identity when attending the 2019 First H Shareholders’ Class Meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the 2019 First H Shareholders’ Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person(s) to attend the meeting.

  6. Holders of H shares who intend to attend the 2019 First H Shareholders’ Class Meeting (or any adjournment thereof) should complete the reply slips for attending the 2019 First H Shareholders’ Class Meeting (or any adjournment thereof) and return them to the office of the secretary to the board of the Company not later than 20 days before the date of the 2019 First H Shareholders’ Class Meeting.

  7. Shareholders may send the reply slip to the Company in person, by post or by fax.

  8. Shareholders who attend shall bear their own travelling and accommodation expenses.

  9. The register of members of the Company will be closed from Saturday, 25 May 2019 to Monday, 24 June 2019 (both days inclusive).

  10. 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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