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

Jul 28, 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 2021 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 20 AUGUST 2021

I/We, [(Note][1)]

of (address) [(Note][2)] being the holder(s) of 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 2021 second extraordinary general meeting (the “ EGM ”) of the Company to be held at 2:00 p.m. on Thursday, Friday, 20 August 2021 at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, or any adjournment thereof, and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of the EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit. Unless defined otherwise, capitalised terms used in this proxy form shall have the same meanings as those defined in the circular of the Company dated 28 July 2021.

					RESOLUTIONS	RESOLUTIONS			FOR(note5)	FOR(note5)	AGAINST(note 5)	ABSTAIN(note 5)
	Special	resolution		1.	ToconsiderandapprovetheReporton		the
					Company’s Compliance of the Conditions for		the
					Proposed Issuance of A Share Convertible Bonds.
	Special	resolution		2.	To consider and approve the A Share Convertible
					Bonds	Issuance Plan:
					(i)	Type of securities to be issued;
					(ii)	Issue size;
					(iii)	Par value and issue price;
					(iv)	Term;
					(v)	Coupon rate;
					(vi)	Method and timing of interest payment;
					(vii)	Conversion period;
					(viii)	Determination and adjustment of conversion
						price;
					(ix)	Downward adjustment to the conversion
						price;
					(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 exiting 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 Board resolution.
	Special	resolution		3.	To consider and approve the Preliminary Plan of		the
					Proposed Issuance of A Share Convertible Bonds.
	Special	resolution		4.	To consider and approve the Feasibility Report		on
					theProposedIssuanceof AShareConvertible
					Bonds.

		RESOLUTIONS		FOR(note5)	AGAINST(note 5)	ABSTAIN(note 5)
	Ordinary resolution 5.	To consider and approve the Report on Use of
		Previous Proceeds.
	Ordinary resolution 6.	To consider and approve the Rules for A Share
		Convertible Bondholders’ Meetings.
	Ordinary resolution 7.	To consider and approve the Impact of the Dilution
		of Immediate Return as a Result of the Initial Public
		Offering of A Share Convertible Bonds on Major
		FinancialIndicatorsoftheCompanyandthe
		Remedial Measures adopted by the Company.
	Ordinary resolution 8.	To consider and approve the Undertakings by the
		Directors, Senior Management of the Company,
		Controlling Shareholders and Actual Controllers of
		the Company on the Actual Performance of the
		Remedial Measures for the Dilution of Current
		Returns of the Company.
	Special resolution 9.	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.
	Special resolution 10.	To consider and approve the Shareholders’ Dividend
		Distribution Plan for the Years Ending 31 December
		2021, 2022 and 2023.
	Ordinary resolution 11.	Toconsiderandapprovetheproposalonthe
		Possible Subscription for A Share Convertible Bonds
		by Mr. Ruan Hongliang, Ms. Jiang Jinhua, Ms. Ruan
		ZeyunandMr.ZhaoXiaofei,controlling
		shareholders of the Company, Mr. Wei Yezhong and
		Mr. Shen Qifu, executive directors of the Company,
		and Mr. Zheng Wenrong, Mr. Shen Fuquan and Mr.
		Zhu Quanming, supervisors of the Company.

Date: the day of 2021 Signature: Notes:

(Note 6)

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

2. Please insert address(es) as recorded 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) to which the proxy relates. If no such number is inserted, the proxy form will be deemed to relate to all Shares in the Company registered in your name(s).

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 form of proxy 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 ABSTAIN FROM VOTING ON ANY OF THE RESOLUTIONS, PLEASE TICK THE BOX MARKED “ABSTAIN” 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. The Shares abstained will be counted in the calculation of the required majority.

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

7. To be valid, this form of proxy 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 shares registrar in respect of the H Shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for the holding of the 2021 Second EGM (i.e., 2:00 p.m. on Thursday, 19 August 2021) (or any adjournment thereof).

8. The proxy should present a duly completed and signed proxy form and his own identity documents when attending the 2021 Second EGM.

9. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 Second EGM or any adjournment thereof if you so wish.

10. Please refer to the notice convening the 2021 Second EGM for the explanatory notes of the above resolutions.