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Flat Glass Group Co., Ltd. Proxy Solicitation & Information Statement 2022

Nov 7, 2022

51063_rns_2022-11-07_068c676c-44ca-434a-9a0d-dbdab3ca4aa4.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 THE 2022 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Fourth EGM of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Wednesday, 30 November 2022 at the Conference Room, 2nd Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC for the purpose of considering, and if thought fit, passing the following resolutions by way of special resolutions as indicated. Unless defined otherwise, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 7 November 2022:

SPECIAL RESOLUTIONS

  1. To consider and approve the downward adjustment of the conversion price of “Flat Convertible Bonds” of the Company.

  2. To consider and approve the request to the Shareholders to authorize the Board of Directors to handle all the matters relating to downward adjustment of the conversion price of “Flat Convertible Bonds”.

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

Jiaxing, Zhejiang Province, the PRC 7 November 2022

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:

  1. In order to ascertain the Shareholders’ entitlement to attend and vote at the 2022 Fourth EGM, the register of members of the Company will be closed from 25 November 2022 (Friday) to 30 November 2022 (Wednesday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming 2022 Fourth EGM, all transfer documents must be lodged with the Company’s share registrar in respect of H Shares, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 PRC (for holders of A Shares), for registration before 4:30 p.m. on Thursday, 24 November 2022. H Shareholders whose names appear on the register of members of the Company on Thursday, 24 November 2022 are entitled to attend and vote at the 2022 Fourth EGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the 2022 Fourth EGM will be determined and announced separately in the PRC by the Company.

  2. Shareholders who are entitled to attend and vote at the 2022 Fourth EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.

  3. 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 authorised to sign the same.

  4. In order to be valid, the 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the 2022 Fourth EGM (i.e. Before Tuesday, 29 November 2022) (or any adjournment thereof). 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 Shareholders from attending and voting in person at the 2022 Fourth EGM or any adjourned meetings should they so wish.

  5. Shareholders or their proxies shall provide their identification documents when attending the 2022 Fourth EGM.

  6. Shareholders attending the 2022 Fourth EGM shall be responsible for their own travel and accommodation expenses.

  7. 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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