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

May 4, 2023

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 ANNUAL GENERAL MEETING TO BE HELD ON 6 JUNE 2023

I/We, [(Note][1)] of (address) [(Note][2)]

of A Shares/ H Shares (Note 3)

being the holder(s) of A Shares/ H Shares 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 annual general meeting (the “ AGM ”) of the Company to be held at 2:00 p.m. on Tuesday, 6 June 2023 at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, 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 AGM 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 4 May 2023.

			RESOLUTIONS		FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	Ordinary resolution 1.		To consider and approve the report of the Board for
			the year ended 31 December 2022.
	Ordinary resolution 2.		To consider and approve the report of the Supervisory
			Committee for the year ended 31 December 2022.
	Ordinary resolution 3.		To consider and approve the audited consolidated
			financial statements of the Company and its
			subsidiaries for the year ended 31 December 2022.
	Ordinary resolution 4.		To consider and approve the annual report and annual
			results of the Company for the year ended 31
			December 2022.
	Ordinary resolution 5.		To consider and approve the report on the Company’s
			final accounts for the year ended 31 December 2022.
	Ordinary resolution 6.		To consider and approve the report on the Company’s
			financial budget for the year ending 31 December
			2023.
	Special resolution 7.		To consider and approve the profit distribution plan
			for the year ended 31 December 2022.
	Ordinary resolution 8.		To consider and approve the appointment of Deloitte
			Touche Tohmatsu Certified Public Accountants LLP
			in the PRC as the Company’s auditors until the
			conclusion of the next annual general meeting of the
			Company, and to approve and authorise the Board to
			determine its remuneration.
	Ordinary resolution 9.		To consider and approve the proposal on
			determination of the remuneration of the Directors for
			the year ending 31 December 2023.
	Ordinary resolution 10.		To consider and approve the proposal on
			determination of the remuneration of the Supervisors
			for the year ending 31 December 2023.
	Ordinary resolution 11.		To consider and approve the environmental, social
			and governance report of the Company for the year
			ended 31 December 2022.

		RESOLUTIONS		FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	Special resolution 12.	To consider and approve the guarantees to be provided
		by the Group for its potential credit facility of up	to
		RMB18 billion and to authorize the chairman of the
		Board and its authorized persons to sign all legal
		documents relating to the credit facilities, and the
		validity period of this resolution to be valid until the
		date of the next annual general meeting of the
		Company.
	Ordinary resolution 13.	To consider and approve the implementation of daily
		related party transactions for 2022 and the estimate	on
		daily related party transactions for 2023.
	Special resolution 14.	To consider and approve the proposed amendments	to
		the Articles of Associations.
	Special resolution 15.	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.
	Ordinary resolution 16.	To consider and approve the proposed amendments	to
		the Rules of Procedures of General Meeting.

Date: the day of 2023

Signature: [(Note][6)]

Notes:

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 entitled 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the holding of the AGM.

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

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 AGM or any adjournment thereof if you so wish.

10. Please refer to the notice convening the AGM for the explanatory notes of the above resolutions.