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Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2021
Jul 28, 2021
51063_rns_2021-07-28_f38725b0-e168-44e0-a39d-60970fa64fff.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 announcement, 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 announcement.
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 2021 SECOND H SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that the 2021 Second H Shareholders’ Class Meeting of Flat Glass Group Co., Ltd. will be held on Friday, 20 August 2021 at the Conference Room, 2nd Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China immediately after the conclusion of the 2021 Second 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 28 July 2021 (the “ Circular ”).
Special resolution 1. To consider and approve the A Share Convertible Bonds Issuance Plan:
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(i) Type of securities to be issued;
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(ii) Issue size;
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(iii) Par value and issue price;
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(iv) Term;
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(v) Coupon rate;
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(vi) Method and timing of interest payment;
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(vii)Conversion period;
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(viii) Determination and adjustment of conversion price;
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(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;
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(xi) Terms of redemption;
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(xii)Terms of sell back;
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(xiii) Dividend rights for the conversion year;
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(xiv)Method of issuance and target investors;
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(xv) Subscription arrangement for exiting A Shareholders;
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(xvi) Relevant matters on Bondholders’ meetings;
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(xvii) Use of proceeds;
(xviii) Management and deposit of proceeds;
(xix) Guarantee; and
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(xx) Validity period of the Board resolution.
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Special resolution 2. To consider and approve the Preliminary Plan of the Proposed Issuance of A Share Convertible Bonds.
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Special resolution 3. 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
28 July 2021
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 Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.
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Notes:
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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 Friday, 13 August 2021 are eligible to attend the 2021 Second H Shareholders’ Class Meeting. To qualify for attendance and vote at the 2021 Second 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 54th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 13 August 2021.
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A member eligible to attend and vote at the 2021 Second 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.
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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.
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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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time designated for holding of the 2021 Second 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 2021 Second H Shareholders’ Class Meeting or any adjourned meetings should they so wish.
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A shareholder or his proxy shall produce proof of identity when attending the 2021 Second 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 2021 Second 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.
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Shareholders who attend shall bear their own travelling and accommodation expenses.
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The register of members of the Company will be closed from Monday, 16 August 2021 to Friday, 20 August 2021 (both days inclusive).
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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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