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Flat Glass Group Co., Ltd. Proxy Solicitation & Information Statement 2023

Oct 9, 2023

51063_rns_2023-10-09_bc54be40-a26e-4596-ab87-7216860847af.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 2023 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 second extraordinary general meeting (the “ 2023 Second EGM ”) of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Friday, 27 October 2023 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 ordinary or 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 9 October 2023:

  • Ordinary resolution 1. To declare an interim dividend of RMB0.238 per ordinary Share (before tax) for the six months ended 30 June 2023.

  • Special resolution 2. To consider and approve the proposed changes of registered capital and amendments to the Articles of Associations.

  • Special resolution 3. To consider and approve that the Board be authorized to make changes in industrial and commercial registration and make relevant adjustments and revision to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities in the PRC, including but not limited to adjustment and revisions to characters, chapters and articles.

  • Special resolution 4. To consider and approve the proposed amendments to the Rules of Procedures of General Meeting.

  • Ordinary resolution 5. To consider and approve the proposed amendments to the Rules of Procedures for the Board of Directors.

  • Ordinary resolution 6. To consider and approve the proposed amendments to the Rules of Procedures for the Board of Supervisors.

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Ordinary resolution 7.

To consider and approve the proposed amendments to the Working Instructions for Independent Directors.

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

Jiaxing, Zhejiang Province, the PRC 9 October 2023

As at the date hereof, the executive Directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Ms. Ruan Zeyun, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors are Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.

Notes:

  1. In order to ascertain the Shareholders’ entitlement to attend and vote at the 2023 Second EGM, the register of members of the Company will be closed from Tuesday, 24 October 2023 to Friday, 27 October 2023 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming 2023 Second 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), for registration before 4:30 p.m. on Friday, 20 October 2023. H Shareholders whose names appear on the register of members of the Company on Friday, 20 October 2023 are entitled to attend and vote at the 2023 Second EGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the 2023 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 2023 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the 2023 Second EGM (i.e. before Thursday, 26 October 2023) (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 2023 Second EGM or any adjourned meetings should they so wish.

  5. Shareholders or their proxies shall provide their identification documents when attending the 2023 Second EGM.

  6. Shareholders attending the 2023 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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