Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

May 22, 2025

FGC

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 16 JUNE 2025

I/We, (Note 1)

of (address) (Note 2)

being the holder(s) _____ of A Shares/ _______ H Shares (Note 3)

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 Monday, 16 June 2025 at the Large Conference Room, 1st Floor, Flat Glass Group Co., Ltd., 1999 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 22 May 2025.

| 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 2024. | | | |
| Ordinary resolution 2. | To consider and approve the report of the Supervisory Committee for the year ended 31 December 2024. | | | |
| Ordinary resolution 3. | To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024. | | | |
| Ordinary resolution 4. | To consider and approve the annual report and annual results of the Company for the year ended 31 December 2024. | | | |
| Ordinary resolution 5. | To consider and approve the profit distribution plan for the year ended 31 December 2024. | | | |
| Ordinary resolution 6. | 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 7. | To consider and approve the proposal on determination of the remuneration of the Directors for the year ending 31 December 2025. | | | |
| Ordinary resolution 8. | To consider and approve the proposal on determination of the remuneration of the Supervisors for the year ending 31 December 2025. | | | |
| Ordinary resolution 9. | To consider and approve the environmental, social and governance report of the Company for the year ended 31 December 2024. | | | |

---

| RESOLUTIONS | | FOR
(note 5) | AGAINST
(note 5) | ABSTAIN
(note 5) |
| --- | --- | --- | --- | --- |
| Special resolution 10. | To consider and approve the guarantees to be provided by the Group for its potential credit facility of up to RMB28 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 11. | To consider and approve the implementation of daily related party transactions for 2024 and the estimate on daily related party transactions for 2025. | | | |
| Special resolution 12. | To consider and approve the proposed changes of registered capital and amendments to the Articles of Associations. | | | |
| Special resolution 13. | To consider and approve termination of the 2021 A share option incentive scheme and cancellation of share options. | | | |

Date: __ the day of __ 2025

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.