Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

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 2024 FIRST EGM TO BE HELD ON 18 NOVEMBER 2024

I/We, [(Note][1)] of (address) [(Note][2)] beingof RMB0.25the holder(s)each of in the share capital of Flat Glass Group Co.,A Shares/Ltd. (the “ Company ”), hereby appoint the chairman Hof Sharesthe (Note meeting 3) or [(Note][4)]

of (address) as my/our proxy(ies) to attend the 2024 First EGM of the Company to be held at 2:30 p.m. on Monday, 18 November 2024 at the Large Conference Room, 1st Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, 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 the 2024 First EGM 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 30 October 2024.

		ORDINARY RESOLUTION FOR(note 5)	ORDINARY RESOLUTION FOR(note 5)	ORDINARY RESOLUTION FOR(note 5)
1.		To declare an interim dividend of RMB0.13 per ordinary Share (before tax) for the six months ended 30 June 2024.
		SPECIAL RESOLUTIONS FOR(note 5)
2.		To consider and approve the proposed changes of registered capital and amendments to the Articles of Association.
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.
4.		To consider and approve the proposed amendments to the Rules of Procedures of General Meeting.
		ORDINARY RESOLUTIONS (CUMULATIVE VOTING) FOR(note 10)
5.		To consider and approve the appointment of the executive Directors of the seventh session of the Board:
		5.1 the appointment of Mr. Ruan Hongliang as an executive Director;
		5.2 the appointment of Ms. Jiang Jinhua as an executive Director;
		5.3 the appointment of Ms. Ruan Zeyun as an executive Director;
		5.4 the appointment of Mr. Wei Yezhong as an executive Director;
		5.5 the appointment of Mr. Shen Qifu as an executive Director.
6.		To consider and approve the appointment of the independent non-executive Directors of the seventh session of the Board:
		6.1 the appointment of Ms. Xu Pan as an independent non-executive Director;
		6.2 the appointment of Ms. Du Jian as an independent non-executive Director;
		6.3 the appointment of Ms. Ng Yau Kuen Carmen as an independent non-executive Director.
7.		To consider and approve the appointment of the shareholder representative Supervisors of the seventh session of the Supervisory Committee:
		7.1 the appointment of M Supervisor;	r. Zheng Wenrong as a shareholder representative
		7.2 the appointment of M	r. Shen Fuquan as a shareholder representative Supervisor;
		7.3 the appointment of M Supervisor.	r. Zhu Quanming as a shareholder representative
Date:		the day of	2024 Signature:

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. IMPORTANT: THE RESOLUTIONS NO. 1 TO 4 WILL ADOPT THE METHOD OF NON-CUMULATIVE VOTING. 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.

5. 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.

6. 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 2024 First EGM (i.e., on Sunday, 17 November 2024) (or any adjournment thereof).

7. The proxy should present a duly completed and signed proxy form and his own identity documents when attending the 2024 First EGM.

8. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the 2024 First EGM or any adjournment thereof if you so wish. 10. IMPORTANT: THE RESOLUTIONS NO. 5 TO 7 WILL ADOPT THE METHOD OF CUMULATIVE VOTING. PLEASE SPECIFY THE NUMBER OF VOTES CAST FOR EACH OF THE CANDIDATES FOR DIRECTORS AND SUPERVISORS IN THE RELEVANT BOXES. Failure to mark numbers in any relevant boxes will entitle your proxy to cast your vote at his/her discretion. The cumulative voting method refers to the voting for the election of executive Directors, independent non-executive Directors or shareholder representative Supervisors at the general meetings where each Share is entitled to the same number of votes which equals to the total number of executive Directors, independent non-executive Directors or shareholder representative Supervisors to be elected. Your voting shall be confined to the number of votes to which you are entitled in respect of each group of resolutions. You may cast your votes on one candidate or on different candidates in any combination. In particular,

9. (1) With FIVE executive directors to be elected under Resolution No. 5, you shall be entitled to a total of FIVE votes for each Share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to FIVE for one Share held by yourself.

10. (2) With THREE independent non-executive directors to be elected under Resolution No. 6, you shall be entitled to a total of THREE votes for each Share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to THREE for one Share held by yourself.

11. (3) With THREE shareholder representative supervisors to be elected under Resolution No. 7, you shall be entitled to a total of THREE votes for each Share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to THREE for one Share held by yourself.

12. 1. Please refer to the notice convening the 2024 First EGM for the explanatory notes of the above resolutions.