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

Jul 6, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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)

(1) MATTERS IN RELATION TO PARTICIPATION IN THE BIDDING OF MINING RIGHT AND

(2) NOTICE OF THE 2022 SECOND EGM

Notice convening the 2022 Second EGM to be held at the Conference Room, 2nd Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 3:00 p.m. on Friday, 29 July 2022 is set out on pages 7 to 8 of this circular.

Proxy forms for use at the 2022 Second EGM is also enclosed with this circular. Any Shareholders entitled to attend and vote at the 2022 Second EGM are entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. If you intend to attend the meeting by proxy, you are required to complete and return the enclosed proxy form(s) in accordance with the instructions printed thereon to the Company’s shares registrar in respect of H Shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (for A Shareholders) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the 2022 Second EGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the relevant meeting or any adjourned meeting should you so wish.

7 July 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2022 SECOND EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• “2022 Second EGM” the extraordinary general meeting of the Company to be held for the Shareholders to consider and approve, matters in relation to Anhui Flat Glass’s participation in the bidding of mining right

• “A Share(s)” Renminbi-denominated ordinary share(s) of the Company which were issued in the PRC and subscribed in RMB and are listed on the Shanghai Stock Exchange

• “Anhui Flat Glass” Anhui Flat Photovoltaic Glass Co., Ltd.* (安徽福萊特光伏玻 璃有限公司), a wholly-owned subsidiary of the Company in the PRC

• “Board” the board of directors of the Company

• “Company” 福萊特玻璃集團股份有限公司 (Flat Glass Group Co., Ltd.*), a joint stock company established in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Hong Kong Stock Exchange and Shanghai Stock Exchange, respectively

• “Director(s)” director(s) of the Company

• “H Share(s)” ordinary share(s) in the share capital of the Company with nominal value of RMB0.25 each, which are subscribed for, traded in Hong Kong dollars, and listed on the Hong Kong Stock Exchange (stock code: 6865)

• “H Shareholders” holder(s) of H Shares

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Listing Rules”

• Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“PRC”

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Shanghai Stock Exchange” Shanghai Stock Exchange (上海證券交易所)

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DEFINITIONS

“Share(s)” A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the Share(s) “%” percent.

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LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Ruan Hongliang (Chairman) Ms. Jiang Jinhua Mr. Wei Yezhong Mr. Shen Qifu

Registered office, headquarters and principal place of business in the PRC: 1999 Yunhe Road Xiuzhou District, Jiaxing Zhejiang Province PRC

Independent non-executive Directors: Ms. Xu Pan Ms. Hua Fulan Ms. Ng Yau Kuen Carmen

Principal place of business in Hong Kong: Unit 6, 11/F, Prosperity Place 6 Shing Yip Street Kwun Tong, Kowloon Hong Kong

7 July 2022

To the Shareholders

(1) MATTERS IN RELATION TO PARTICIPATION IN THE BIDDING OF MINING RIGHT AND (2) NOTICE OF THE 2022 SECOND EGM

I. INTRODUCTION

The purpose of this circular is to provide you with information in connection with, among other things, considering and approving (i) the matters in relation to Anhui Flat Glass’s participation in the bidding of mining right; and (ii) to give you the notices of the 2022 Second EGM.

II. MATTERS IN RELATION TO ANHUI FLAT GLASS'S PARTICIPATION IN THE BIDDING OF MINING RIGHT

On 5 July 2022, the Board of the Company is pleased to announce that Anhui Flat Glass, a wholly-owned subsidiary of the Company, will participate in the bidding for the mining right of “the Thirteenth New Segment of a Quartzite Mine for Glass Located at Lingshan-Mujishan Mining Zone, Fengyang County, Anhui Province (安徽省鳳陽縣靈山-木屐山礦區新13號段玻璃用石英岩礦)”. Pursuant to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, if the total amount of assets acquired or sold or the accumulated transaction amount within twelve consecutive months exceeds 30% of the Company’s latest audited total assets value, such transaction shall be submitted to the general meeting of the Company for consideration and approval. Therefore, this bidding is yet to be submitted to the general meeting of the Company for consideration and approval.

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LETTER FROM THE BOARD

The basic information of the mining right is set out below:

1. Transferor: Chuzhou Municipal Bureau of Natural Resources and Planning (滁州市自然資源 和規劃局)

2. Name of mine: The Thirteenth New Segment of a Quartzite Mine for Glass Located at Lingshan-Mujishan Mining Zone, Fengyang County, Anhui Province

3. Location of mining zone: Damiao Town, Fengyang County, Anhui Province

4. Main mine variety: Quartzite mine for glass

5. Mining areas: Covering an area of 1.113 square kilometers and located by 21 inflection points, each of which (China Geodetic Coordinate System 2000) is set out below:

**Inflection **	point	X	Y
1		3623730.08	39543157.37
2		3623694.71	39543222.41
3		3623633.12	39543444.52
4		3623527.35	39543627.80
5		3623424.12	39543873.76
6		3623214.61	39544028.87
7		3623117.89	39544023.65
8		3623094.99	39543975.80
9		3622947.55	39543930.71
10		3622917.49	39543933.86
11		3622893.12	39543892.82
12		3622666.85	39543863.84
13		3622608.15	39543884.34
14		3622431.99	39543845.01
15		3622348.54	39543714.73
16		3622416.59	39543463.76
17		3622457.17	39543443.47
18		3622560.05	39543250.33
19		3622584.27	39543244.63
20		3622832.18	39542837.58
21		3622967.65	39542707.87

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LETTER FROM THE BOARD

1. Resource reserve: 117.005 million tons resource reserve of quartzite mine for glass (proved+controlled+inferred). 13.1083 million cubic meters of protolith (quartz-sericite schist (dunn bass), marble, ferruginous quartzite, fault breccia, etc.)

2. Mining elevation: +212.4 meters~+70 meters

3. Transferring period of mining right: 24 years (including 1 year of construction period), calculated from the date when the transferee obtains the mining license

4. Transferring method: Quotation method

5. Quotation time: From 22 June 2022 to 15:00, 5 July 2022

The mining right is transferred by the way of quotation, for which the bidder will increase the price from starting price, and bidding winner will be determined according to the principle of the highest quotation. After submitting the bidding application, Anhui Flat Glass finally won the mining right at the price of RMB3.38 billion. The mining right transfer contract has yet to be officially signed upon approval by the shareholders at the general meeting of the Company.

For details about quotation of the mining right of “the Thirteenth New Segment of a Quartzite Mine for Glass Located at Lingshan-Mujishan Mining Zone, Fengyang County, Anhui Province, please see the announcement (announcement No.: Chu Zi Ran Zi Gui Kuang Gao [2022]2) in Chuzhou Municipal Public Resources Trading Center (滁州市公共資源交易中心) (https://ggzy.chuzhou.gov.cn/).

III. 2022 SECOND EGM

Notice convening the 2022 Second EGM to be held at the Conference Room, 2nd Floor, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 3:00 p.m. on Friday, 29 July 2022 is set out on pages 7 to 8 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the 2022 Second EGM will be voted by poll. None of the Shareholders or their respective associates is required under the Listing Rules to abstain from voting on the resolutions proposed at the 2022 Second EGM.

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LETTER FROM THE BOARD

For the purpose of determining the entitlement for attendance and voting at the 2022 Second EGM (as the case may be), the H Shares register of members of the Company will be closed from 25 July 2022 (Monday) to 29 July 2022 (Friday), both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the H Share register of members of the Company on Friday, 22 July 2022 shall be entitled to attend and vote at the 2022 Second EGM. In order to attend and vote at the general meeting, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Friday, 22 July 2022. H Shareholders can attend and vote in person or appoint a proxy to attend and vote at the 2022 Second EGM. H Shareholders who intend to appoint a proxy to attend the 2022 Second EGM are requested to complete the proxy form in accordance with the instructions set out therein and return it to the H Share registrar of the Company, Tricor Investor Services Limited at Level 54 Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event, not less than 24 hours before the time appointed for holding the 2022 Second EGM, or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the 2022 Second EGM, or any adjourned meeting (as the case may be) should you so wish.

IV. RECOMMENDATION

The Board considers that, this bidding is beneficial to increase the mineral resources reserves of the Company and reduce the impact of the fluctuation in raw materials of quartz sand on the product cost and results of the listed company, which is in line with the long-term development goals of the Company and the interests of the Shareholders. Accordingly, the Board recommends that the Shareholders vote in favor of all the resolutions to be proposed at the 2022 Second EGM.

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

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NOTICE OF THE 2022 SECOND EGM

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 SECOND EGM

NOTICE IS HEREBY GIVEN that the 2022 Second EGM of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 3:00 p.m. on Friday, 29 July 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 resolution by way of special resolution 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 July 2022:

SPECIAL RESOLUTION

1. Proposals on Anhui Flat Glass’s participation in the bidding of mining right.

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

Jiaxing, Zhejiang Province, the PRC 7 July 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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NOTICE OF THE 2022 SECOND EGM

Notes:

1. In order to ascertain the Shareholders’ entitlement to attend and vote at the 2022 Second EGM, the register of members of the Company will be closed from 25 July 2022 (Monday) to 29 July 2022 (Friday) (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 Second EGM, all transfer documents must be lodged with 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 (for holders of H Shares), for registration before 4:30 p.m. on Friday, 22 July 2022. H Shareholders whose names appear on the register of members of the Company on Friday, 22 July 2022 are entitled to attend and vote at the 2022 Second EGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the 2022 Second 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 Second 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the 2022 Second EGM (i.e. Before Thursday, 28 July 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 Second EGM or any adjourned meetings should they so wish.

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

6. Shareholders attending the 2022 Second 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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