Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2021

Oct 27, 2021

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)

PROXY FORM FOR THE SOLICITATION OF VOTING RIGHTS BY INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE 2021 THIRD EXTRAORDINARY GENERAL MEETING

I/We

address: (Note 1)

is/are the registered holder of H shares [(Note][2)] with par value of RMB0.25 each in the share capital in Flat Glass Group Co., Ltd. (the “ Company ”).

I/We hereby confirm as the appointing party that, prior to signing this proxy form for the solicitation of voting rights by independent non-executive directors of the Company (the “ Independent Director’s Proxy Form ”), read carefully the full text of the announcement entitled Solicitation of Voting Rights by the Independent Non-executive Directors of the Company prepared by the soliciting party for the current solicitation of voting rights and published as an overseas regulatory announcement on 17 August 2021, the notice convening the 2021 third extraordinary general meeting (the “ EGM ”) of the Company to be held at 2:00 p.m. on Thursday, 18 November 2021 at the Conference Room, Second Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, at any time prior to on-site registration at the meeting, revoke my/our appointment of the soliciting party as proxy under this Independent Director’s Proxy Form or to amend the contents of this Independent Director’s Proxy Form in accordance with procedures specified in the Report on the Solicitation of Voting Rights by the Independent Non-executive Directors.

As the appointing party, I/we hereby appoint Ms. Xu Pan, an independent non-executive Director, as my/our proxy to attend the EGM (and any adjournment thereof) and to exercise voting rights in respect of the following matters to be considered at the EGM in accordance with instructions contained in this Independent Director’s Proxy Form.

My/our voting directions for the matters in respect of which voting rights are being solicited are as follows:

	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)	SPECIAL RESOLUTIONSFOR (note 5)AGAINST (note 5)ABSTAIN (note 5)
1.	To consider and approve the 2021	Share Option Incentive
	SchemeofFlatGlassGroup	CorporationLtd.(the
	“Incentive Scheme”) (revised draft) and its abstract.
2.	To consider and approve the Assessment Measures in
	respect of the Incentive Scheme.
3.	To consider and approve grant of	mandate to the board of
	directors of the Company to deal	with matters pertaining
	to the Incentive Scheme.

Signature of shareholder [(Note][4)]

Date:

2021

Notes:

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

2. Please fill in the number of shares in the Company registered in your name and to which the Independent Director’s Proxy Form relates. If no number is filled in, this Independent Director’s Proxy Form will be deemed to relate to all shares in the Company registered in your name.

3. Important: Should you intend to vote for any resolution, tick in the box marked “For”; should you intend to vote against any resolution, tick in the box marked “Against”; and should you intend to abstain from voting on any resolution, tick in the box marked “Abstain”. The shares abstained will be counted in the calculation of the required majority. Failure to tick either box will entitle your proxy(ies) to cast your vote at his/her discretion.

4. This Independent Director’s Proxy Form must be signed by you or by your attorney duly authorized in writing. If the proxy appointed by the shareholder is a company or an organization, this Independent Director’s Proxy Form must be under seal of the company or the organization, or be signed by its director or a duly authorized attorney. If this Independent Director’s Proxy Form is signed by a person authorized in writing by the shareholder appointing the proxy, the letter of authorization or other authorization documents must be notarized.

5. To be valid, this Independent Director’s Proxy Form together with the notarized letter of authorization or other authorization documents should be returned not later than 24 hours before the time of convening the EGM or any adjourned meeting(s) (as the case may be). The holders of H shares should return the Independent Director’s Proxy Form to the Company’s share registrar in respect of H shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, and the return of the Independent Director’s Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment(s) thereof if you so wish.

6. Proxies should present this Independent Director’s Proxy Form, duly completed and signed, and their proofs of identity when attending the EGM on behalf of the shareholders.

7. This Independent Director’s Proxy Form should be filled in duplicate, one of which should be returned as indicated by Note 5, and the other should be presented at the EGM as indicated by Note 6.