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Flat Glass Group Co., Ltd. — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
51063_rns_2026-04-17_4a9e5e44-ede6-4ef5-8486-1751b7a876e5.pdf
Proxy Solicitation & Information Statement
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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.
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)
(1) PROPOSED DECLARATION OF 2025 FINAL DIVIDEND (2) PROPOSED FORMULATION OF REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT (3) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES (4) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES AND (5) NOTICE OF 2025 AGM
Notices convening the 2025 AGM to be held 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, at 2:00 p.m. on Tuesday, 12 May 2026 are set out on pages 16 to 18 of this circular.
The proxy form for use at the 2025 AGM is also enclosed with this circular. 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 H shares registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 meeting 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.
17 April 2026
CONTENTS
DEFINITIONS ... 1 LETTER FROM THE BOARD ... 3 APPENDIX I — REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT ... 8 APPENDIX II — EXPLANATORY STATEMENT ... 13 NOTICE OF ANNUAL GENERAL MEETING ... 16
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DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise.
“2025 AGM” the annual general meeting of the Company to be held at the Large Conference Room, 1st Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, PRC, at 2:00 p.m. on Tuesday, 12 May 2026, or any adjournment thereof
“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
“Board” the board of directors of the Company
“Company” 福莱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 Stock Exchange and Shanghai Stock Exchange, respectively
“Company Law” the Company Law of the PRC
“CSRC” China Securities Regulatory Commission
“Directors” the directors of the Company
“Effective Term” the effective term of the General Mandate
“H Share(s)” ordinary share(s) in the share capital of the Company with nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars, and listed on the Stock Exchange (stock code: 6865)
“H Shareholders” holder(s) of H Shares
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” or “Stock Exchange” The Stock Exchange of Hong Kong Limited
“Latest Practicable Date” 14 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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DEFINITIONS
"PRC" the People's Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan
"RMB" or "Renminbi" Renminbi, the lawful currency of the PRC
"SFO" the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
"Share(s)" the A Share(s) and the H Share(s)
"Shareholder(s)" the holder(s) of the Share(s) of the Company
"%" percent
Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as total in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.
Reference to the singular number includes references to the plural and vice versa and References to one gender include every gender.
English names of Chinese entities marked with “*” are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevails.
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LETTER FROM THE BOARD
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)
Executive Directors:
Mr. Ruan Hongliang (Chairman)
Ms. Jiang Jinhua
Ms. Ruan Zeyun
Mr. Wei Yezhong
Mr. Shen Qifu
Employee Director:
Ms. Niu Liping
Independent non-executive Directors:
Ms. Xu Pan
Ms. Du Jian
Ms. Ng Yau Kuen Carmen
Registered office, headquarters and principal place of business in the PRC:
1999 Yunhe Road
Xiuzhou District, Jiaxing
Zhejiang Province, PRC
Principal place of business in Hong Kong:
Unit 7, 21/F., Yen Sheng Centre
64 Hoi Yuen Road, Kwun Tong
Kowloon
Hong Kong
To the Shareholders,
(1) PROPOSED DECLARATION OF 2025 FINAL DIVIDEND
(2) PROPOSED FORMULATION OF REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
(3) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES
(4) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES
AND
(5) NOTICE OF 2025 AGM
I. INTRODUCTION
The purpose of this circular is to provide you with information in connection with, among other things, considering and approving (i) the proposed declaration of 2025 final dividend; (ii) the proposed formulation of remuneration management system for Directors and senior management; (iii) the proposed provision of guarantees by the Group for its potential credit facilities; (iv) the proposed grant of general mandate to the Board to repurchase H Shares; and (v) to give you notice of 2025 AGM.
LETTER FROM THE BOARD
II. PROPOSED DECLARATION OF 2025 FINAL DIVIDEND
As disclosed in the announcement of the Company dated 26 March 2026 relating to the final results of the Group for the year ended 31 December 2025, the Board recommended the payment of a final dividend of RMB0.15 per Share (before tax) for the year ended 31 December 2025 to Shareholders (the “2025 Final Dividend”). The 2025 Final Dividend is subject to the Shareholders’ approval at the 2025 AGM.
Subject to Shareholders’ approval, the 2025 Final Dividend will be distributed on or before Sunday, 30 August 2026 to the Shareholders.
For determining the Shareholders’ entitlement to the proposed 2025 Final Dividend, the register of members of the Company will be closed from Monday, 18 May 2026 to Tuesday, 26 May 2026, both days inclusive, during which period no transfer of Shares will be registered. The record date for entitlement to the proposed 2025 Final Dividend is Tuesday, 26 May 2026. In order to qualify for the proposed 2025 Final Dividend, all transfer documents, accompanied by the relevant share certificates must be lodged for registration with the Company’s H Share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders), or to Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC (for A shareholders) no later than 4:30 p.m. on Friday, 15 May 2026.
III. PROPOSED FORMULATION OF REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
As stated in the overseas regulatory announcement of the Company dated 26 March 2026, the Company considered and approved the proposal on the formulation of remuneration management system for Directors and senior management of the Company at the 17th meeting of the seventh Board and the 2025 annual board meeting held on 26 March 2026.
The remuneration management system for Directors and senior management was formulated in accordance with the provisions of the Company Law, the Corporate Governance Guidelines for Listed Companies issued by the CSRC, and other relevant laws and regulations, and the Articles of Association, taking into account the actual circumstances of the Company. Details of the said regime are set out in Appendix I to this circular.
An ordinary resolution regarding the consideration and approval of the proposal on the formulation of remuneration management system for Directors and senior management of the Company will be proposed by the Company at the 2025 AGM.
IV. PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES
In order to meet the financial needs of the ordinary business activities and investment plans of the Company, it is proposed that the Company and its subsidiaries apply to financial institutions for composite credit facilities of not exceeding RMB28 billion (subject to the limit actually approved by such financial institution) in 2026. During the validity period of the authorization, the credit facilities may be applied on a revolving basis. The Company and its subsidiaries will provide corresponding guarantees for the composite credit facilities within the above-mentioned limit in accordance with the credit requirements of each financial institution.
LETTER FROM THE BOARD
In accordance with 6.1.10 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the provision of guarantees to be provided shall be proposed at the 2025 AGM for the Shareholders to consider and, if thought fit, to be approved by way of a special resolution.
In order to improve the efficiency and timely handle the financing business, a resolution will be proposed at the 2025 AGM for the Shareholders to consider and, if thought fit, to authorize the chairman and its authorized persons to sign all legal documents including contracts, agreements, and vouchers related to all credit facilities within the above-mentioned credit limit, the law and economic responsibility arising therefrom shall be borne by the Company. The validity period of the resolution if so approved by the Shareholders at the 2025 AGM, shall be from the date of resolution passed at the 2025 AGM to the date of the next annual general meeting of the Company.
V. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES
Reference is made to the announcement of the Company dated 8 April 2026. With firm confidence in the Company's future development prospects and high recognition of the Company's value, and with a view to further safeguarding shareholders' interests and enhancing investor confidence, the Company, after taking into consideration its business development outlook, operating conditions, financial position, future profitability and the recent performance of its H Shares on the secondary market, proposes to repurchase its H Shares. The H Shares repurchased will be held as treasury shares. The Company believes that the repurchase of H Shares is in the interests of the Company and Shareholders as a whole.
The Board therefore proposes to seek approval from the Shareholders at the 2025 AGM to authorise the Board and any of its authorised persons to deal with all matters in connection with the repurchase of a portion of H Shares (the "General Mandate"). Details of the General Mandate are as follows:
-
Subject to the restrictions under paragraphs 2 and 3 below, the Board shall be authorised to exercise all rights of repurchasing the H Shares in issue and listed on the Hong Kong Stock Exchange of nominal value of RMB0.25 each within the Effective Term in accordance with all applicable laws, regulations, rules and/or requirements of the governmental or regulatory authorities of the PRC in charge of securities matters, the Hong Kong Stock Exchange or any other governmental or regulatory authorities.
-
The Board shall be authorised to repurchase H Shares in an amount not exceeding 10% of the total number of H Shares in issue at the date of passing of such resolution at the 2025 AGM within the Effective Term, and the repurchase price on any date of repurchase shall not be equal to or higher than 105% of the average closing price of H Shares for the five preceding trading days on which H Shares were traded on the Hong Kong Stock Exchange.
-
The General Mandate shall include, without limitation, authority to:
(i) determine the timing, the number of H Shares to be repurchased and the price and duration of the repurchase;
(ii) open an offshore stock account and deal with the relevant registration of changes in foreign exchange;
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LETTER FROM THE BOARD
(iii) deal with such relevant approval formalities as may be required by the relevant regulatory authorities and the places of listing of the Company, and make the necessary filings with the relevant regulatory authorities (if necessary); and (iv) execute and deal with any relevant documents and matters in connection with the aforementioned repurchase.
The Effective Term will expire on the earliest of:
(i) the conclusion of the annual general meeting of the Company to be held in respect of the financial year ending 31 December 2026; or (ii) the date on which the General Mandate given under the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.
- The Board shall be authorised to execute and sign all such documents, do all such acts and matters and take all such steps relevant to the proposed repurchase of H Shares as described in paragraphs 1 and 2 above, and as are expedient, necessary or desirable to give effect to such repurchase as it thinks fit, in accordance with the relevant laws, regulations and rules.
Subject to the approval and authorisation of the General Mandate being granted to the Board at the 2025 AGM, the Board proposes to authorise the Chairman and any of his authorised persons to exercise the authority granted to it at the 2025 AGM to deal with the General Mandate and all other matters which may be authorised by the Board in connection with the repurchase of H Shares.
If, during the Effective Term, the Board or the authorised person of the Board has signed the necessary documents, completed the necessary formalities, and such documents, formalities may need to be performed, carried out or continued after the end of the Effective Term, the Effective Term will be extended accordingly.
An explanatory statement required under the Listing Rules to be issued to the Shareholders is set out in Appendix II to this circular. The explanatory statement contains information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote in favour of or against the resolution.
VI. THE 2025 AGM
Notice convening the 2025 AGM to be held at the Large Conference Room, 1st Floor, Flat Glass Group Co., Ltd. 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 2:00 p.m. on Tuesday, 12 May 2026, is set out on pages 16 to 18.
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 2025 AGM will be voted by poll.
LETTER FROM THE BOARD
For the purpose of determining the entitlement for attendance and voting at the 2025 AGM, the H Share register of members of the Company will be closed from Thursday, 7 May 2026 to Tuesday, 12 May 2026, 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 Wednesday, 6 May 2026 (i.e. the record date) shall be entitled to attend and vote at the 2025 AGM. In order to attend and vote at the 2025 AGM, 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:30 p.m. on Wednesday, 6 May 2026.
H Shareholders can attend and vote in person or appoint a proxy to attend and vote at the 2025 AGM. H Shareholders who intend to appoint a proxy to attend the 2025 AGM 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event, not less than 24 hours before the time appointed for holding the 2025 AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the 2025 AGM should you so wish.
VII. RECOMMENDATION
The Board (including the independent non-executive Directors) considers that the resolutions to be proposed at the 2025 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of all the resolutions to be proposed at the 2025 AGM.
Yours faithfully
By order of the Board
Flat Glass Group Co., Ltd.
Ruan Hongliang
Chairman
APPENDIX I
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT OF FLAT GLASS GROUP CO., LTD.
Chapter 1 General Provisions
Article 1 In order to further improve the management of the remuneration of directors and senior management of Flat Glass Group Co., Ltd. (the "Company"), establish a scientific and effective incentive and restraint mechanism, effectively excite the working enthusiasm of the directors and senior management of the Company, and enhance the management and operation benefits of the Company, this System is hereby formulated in accordance with the provisions of laws, regulations, and normative documents including the Company Law of the People's Republic of China and the Articles of Association of Flat Glass Group Co., Ltd. (the "Articles of Association"), and in line with the actual situation of the Company.
Article 2 This System shall be applicable to the following personnel:
(1) incumbent directors of the Company, including independent and non-independent directors; (2) incumbent senior management of the Company, including the president, vice president, chief financial officer, and board secretary of the Company.
Article 3 The remuneration management system for directors and senior management of the Company shall follow the following principles:
(1) Adhere to the principle of integrating remuneration with the long-term development and interests of the company; (2) Adhere to the principle of combining distribution according to labour with responsibility, authority and interests; (3) Adhere to the principle of combining the overall remuneration level with the actual operating conditions of the Company; (4) Adhere to the principle of matching remuneration with the annual performance assessment; (5) Adhere to the principle of attaching equal importance to incentives and restraints.
APPENDIX I
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
Chapter 2 Management Authority
Article 4 The general meeting of the Company shall be responsible for reviewing the directors' remuneration assessment system and remuneration plan. The board of directors of the Company shall be responsible for reviewing the remuneration assessment system and remuneration plan for senior management and explaining such system and plan to the general meeting.
Article 5 The remuneration committee under the board of directors, which is a specialized working body under the board of directors, shall be responsible for formulating assessment criteria for directors and senior management and conducting assessments, formulating and reviewing remuneration policies and plans such as the remuneration decision-making mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior management, and making recommendations to the directors on remuneration of directors and senior management.
If the board of directors does not adopt or does not fully adopt the recommendations of the remuneration committee, the specific reasons for such non-adoption shall be recorded in the resolutions of the board of directors and be disclosed.
The performance assessment of directors and senior management shall be organized by the remuneration committee, and the Company may entrust a third party to conduct the performance assessment.
Article 6 The remuneration committee shall formulate the remuneration plan for directors and senior management each year based on this system, clarifying the basis for determining remuneration and its specific structure.
The remuneration plan for directors shall be determined by the general meeting and disclosed. The director shall avoid himself when the board of directors or the remuneration committee assesses or discusses his remuneration.
The remuneration plan for senior management shall be approved by the board of directors, explained to the general meeting and disclosed.
Article 7 The performance assessment of directors and senior management of the Company shall be organized by the remuneration committee, and the assessment of the performance of duties of independent directors shall be conducted by ways of self-assessment, mutual assessment, etc.
Article 8 The board of directors shall report the directors' performance of their duties, the results of their performance assessment, and their remuneration to the general meeting, and the Company shall make disclosures.
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APPENDIX I
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
Chapter 3 Remuneration Structure and Standards
Article 9 The remuneration management system for directors and senior management of the Company shall serve the business strategy of the Company and be adjusted according to the ever-changing business situation of the Company, so as to cope with the needs of the further development of the Company.
The remuneration for non-independent directors and senior management who hold specific positions in the Company consists of basic remuneration, performance-based remuneration, and others, which shall be adjusted according to various factors, including the actual business conditions and performance assessment of the Company in the current year.
(1) Basic remuneration: shall be determined and paid with reference to the actual business conditions of the Company, and industry and region development levels;
(2) Performance-based remuneration: shall be determined and paid based on assessment results, after a comprehensive assessment with reference to job responsibilities, individual business capabilities, and contributions made to the realization of the Company's goals by non-independent directors and senior management who hold specific positions. Performance-based remuneration shall, in principle, account for no less than fifty percent of the total amount of basic remuneration and performance-based remuneration.
The independent directors of the Company shall receive the independent director allowance, which shall be determined by the Company in combination with the actual business situation, industry and regional development level, etc., and implemented after being considered and approved by the general meeting.
Article 10 The determination and payment of performance-based remuneration for directors and senior management of the Company shall be based primarily on performance assessments. The Company shall conduct performance assessments based on audited financial data and determine that a certain proportion of performance-based remuneration shall be paid following the disclosure of the annual report and the completion of the performance assessment.
Article 11 Where directors or senior management of the Company violate their duties and cause losses to the Company, or are liable for illegal or non-compliant conduct such as financial fraud, fund misappropriation, or unauthorized guarantees, the Company shall reduce or suspend the payment of any outstanding performance-based remuneration subject to the severity of the circumstances. The Company shall also recover in full or in part the performance-based remuneration already paid during the period in which the relevant conduct occurred.
For senior management who hold multiple positions (including concurrently holding positions or duties in subsidiaries), the remuneration standard shall, in principle, be determined based on the higher rather than the lower, and shall not be counted repeatedly.
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APPENDIX I
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
Article 12 The remuneration of the directors and senior management shall be adjusted in response to the changing business conditions of the Company and individual performance, so as to cope with the needs of the Company’s further development. The basis for adjusting the remuneration is as follows:
(1) Remuneration increase rate in the same industry: Collect remuneration data from the same industry through market remuneration reports or publicly available remuneration data on a regular basis, and conduct summary and analysis as a reference for the Company’s remuneration adjustments;
(2) Inflation level: Refer to the inflation level to ensure that the real purchasing power of remuneration does not decrease, serving as a reference for the Company’s remuneration adjustments;
(3) The Company’s profitability;
(4) Organizational structure adjustments;
(5) Individual adjustments due to changes in positions.
The remuneration of the directors and senior management shall align with market development trends, match the operating results of the Company, and individual performance, and coordinate with the sustainable development of the Company.
If the Company shifts from profit to loss or experiences an increase in losses compared to the previous accounting year, and the average performance-based remuneration of directors and senior management does not decrease accordingly, the reasons shall be disclosed.
For the directors and senior management who belong to the highly skilled and scarce leading scientists and other scarce top technical talents at home and abroad, the Company may implement a special remuneration decision-making mechanism that is not linked to the business performance of the Company.
In the event of losses incurred, special explanations shall be provided at each stage of the review process for the remuneration of directors and senior management, clarifying whether changes in their remuneration align with performance-linked requirements.
Article 13 Upon approval by the board of directors of the Company, special incentives or penalties may be established by the Company on a temporary basis for specific matters as a supplement to the remuneration for the directors and senior management.
Article 14 The remuneration for directors and senior management members stipulated in this System does not include stock incentive plans, employee stock ownership plans, and other special incentives, bonuses, or rewards distributed based on the actual situation of the Company.
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APPENDIX I
REMUNERATION MANAGEMENT SYSTEM FOR DIRECTORS AND SENIOR MANAGEMENT
Chapter 4 Payment of Remuneration
Article 15 The remuneration for the Company’s non-independent directors and senior management shall be paid in accordance with the Company’s payroll system. The allowance for independent directors shall be paid commencing in the quarter following the date on which the resolution approving their appointment is passed at the general meeting.
Article 16 The remuneration for directors and senior management shall be pre-tax amounts. The Company shall pay the remaining part to individuals after withholding individual income tax, various social security fees, and other matters in accordance with the relevant requirements of the state and the Company.
Article 17 When the directors and senior management of the Company leave their positions due to reasons such as change of term, re-election, or resignation during the term of office, the remuneration shall be calculated and paid based on their actual term of office and actual performance.
Chapter 5 Other Management
Article 18 Directors and senior management shall enter into labor contracts or employment contracts with the Company.
Article 19 The Company shall implement an accountability system for directors and senior management. For those who cause significant losses to the Company’s assets or fail to complete the management targets due to poor work performance, dereliction of duty in management, or decision-making mistakes, the Company shall impose penalties such as circulating a notice of criticism, economic punishment, disciplinary actions, or dismissal depending on the extent of losses and the severity of responsibility.
Chapter 6 Supplementary Provisions
Article 20 In the event of any conflict between any matters not mentioned in this System and relevant state laws and administrative regulations, normative documents, the listing rules of the stock exchange where the Company’s shares are listed, and the Articles of Association, the provisions of such laws, administrative regulations, normative documents, the listing rules of the stock exchange where the Company’s shares are listed, and the Articles of Association shall prevail.
Article 21 The board of directors of the Company shall be responsible for the formulation, interpretation and amendment of this System.
Article 22 This System and any amendment thereto shall become effective upon being considered and approved by the general meeting of the Company.
APPENDIX II
EXPLANATORY STATEMENT
In accordance with the Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed at the 2025 AGM for the grant of General Mandate to the Board to repurchase H Shares.
REASONS FOR REPURCHASING H SHARES
With firm confidence in the Company’s future development prospects and high recognition of the Company’s value, and with a view to further safeguarding shareholders’ interests and enhancing investor confidence, the Company, after taking into consideration its business development outlook, operating conditions, financial position, future profitability and the recent performance of its H Shares on the secondary market, proposes to repurchase its H Shares. The H Shares repurchased will be held as treasury shares.
REGISTERED CAPITAL
As at the Latest Practicable Date, the registered capital of the Company was RMB585,720,081.75, comprising 441,715,000 H Shares with a nominal value of RMB0.25 each and 1,901,165,327 A Shares with a nominal value of RMB0.25 each.
EXERCISE OF THE GENERAL MANDATE
Subject to the passing of the relevant special resolution to approve the grant of the General Mandate to the Board to repurchase H Shares at the 2025 AGM, respectively, the Board will be granted the General Mandate to be effective until the earlier of: (i) the conclusion of the annual general meeting of the Company to be held in respect of the financial year ending 31 December 2026; or (ii) the date on which the General Mandate given under the special resolution is revoked or varied by a special resolution of the Shareholders in general meeting. The exercise of the General Mandate is subject to relevant approval(s) by and/or filings with SAFE and/or any other regulatory authorities as required by the laws, rules and regulations of the PRC to be obtained and/or conducted.
In accordance with the Listing Rules, the Company shall not repurchase H Shares if the purchase price is higher by 5% or more than the average closing market price on the Hong Kong Stock Exchange for 5 trading days preceding to the repurchase.
The exercise in full of the General Mandate (on the basis of 441,715,000 H Shares in issue as at the Latest Practicable Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the 2025 AGM) would result in a maximum of 44,171,500 H Shares that may be repurchased by the Company during the Effective Term, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution(s).
FUNDING OF H SHARES REPURCHASES
In repurchasing its H Shares, the Company intends to apply the Company’s self-owned funds legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.
APPENDIX II
EXPLANATORY STATEMENT
GENERAL
The Directors consider that there would not be a material adverse impact on the working capital or the gearing position of the Company in the event that the General Mandate is to be exercised in full at any time during the proposed repurchase period (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2025). However, the Directors do not propose to exercise the General Mandate to such extent as would, in the circumstances, the working capital needs or the gearing position of the Company would be materially and adversely affected by the repurchase of Shares. The number of H Shares to be repurchased, the Share price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regarded to the market circumstances then prevailing, in the best interests of the Company.
The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases under the General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the General Mandate has unusual features.
H SHARES PRICES
The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| | Highest Price HK$ | Lowest Price HK$ | | --- | --- | --- | | 2025 | | | | March | 14.44 | 10.50 | | April | 10.90 | 8.15 | | May | 9.59 | 8.17 | | June | 9.00 | 7.65 | | July | 11.76 | 8.89 | | August | 11.15 | 9.75 | | September | 12.64 | 10.28 | | October | 13.05 | 10.29 | | November | 13.86 | 10.31 | | December | 10.58 | 9.36 | | 2026 | | | | January | 12.18 | 9.40 | | February | 12.09 | 10.45 | | March | 11.03 | 10.83 |
APPENDIX II
EXPLANATORY STATEMENT
SHARE REPURCHASE MADE BY THE COMPANY
Given that one participant under the first grant of the 2020 Incentive Scheme was found to have committed illegal or disciplinary violations, the Company has terminated the employment relationship and the individual no longer qualifies for the incentive. The Board of Director resolved to repurchase and cancel the 40,000 restricted shares that had been granted but had not yet been unlocked. The Company has completed cancellation of such restricted shares on 24 October 2025.
DISCLOSURE OF INTERESTS
If as a result of Share repurchase by the Company, a substantial Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company or become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, (i) Mr. Ruan Hongliang beneficially held 439,358,400 A Shares and 485,000 H Shares; (ii) Ms. Jiang Jinhua beneficially held 310,081,600 A Shares and 111,000 H Shares; (iii) Ms. Ruan Zeyun beneficially held 350,535,000 A Shares and 2,203,000 H Shares; and (iv) Mr. Zhao Xiaofei beneficially held 4,800,000 A Shares, which in aggregate represented approximately 47.27% of the total share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the General Mandate. Moreover, the Directors will not make Share repurchase on the Hong Kong Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Listing Rules not being complied with.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) have a present intention to sell H Shares to the Company in the event that the General Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the General Mandate is approved by the Shareholders.
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Flat Glass Group Co., Ltd. (the "Company") will be held at 2:00 p.m. on Tuesday, 12 May 2026 at the Large Conference Room, the 1st Floor, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People's Republic of China 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 17 April 2026:
Ordinary resolution 1. To consider and approve the report of the Board for the year ended 31 December 2025.
Ordinary resolution 2. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2025.
Ordinary resolution 3. To consider and approve the annual report and annual results of the Company for the year ended 31 December 2025.
Ordinary resolution 4. To consider and approve the profit distribution plan for the year ended 31 December 2025.
Ordinary resolution 5. 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 6. To consider and approve the formulation of remuneration management system for Directors and senior management of the Company.
Ordinary resolution 7. To consider and approve the proposal on determination of the remuneration of the Directors for the year ending 31 December 2026.
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NOTICE OF ANNUAL GENERAL MEETING
Ordinary resolution 8. To consider and approve the environmental, social and governance report of the Company for the year ended 31 December 2025.
Special resolution 9. 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.
Special resolution 10. To consider and, if thought fit, to approve the following general mandate for the Board and any of its authorized persons to repurchase the H Shares during the Effective Term (as defined in paragraph (c) below), a general mandate to repurchase the H Shares:
(a) repurchase of H Shares will not exceed 10% of the total number of H Shares in issue as at the date of passing of this resolution at the 2025 AGM and the repurchase of H Shares will be at a repurchase price of less than 105% of the average closing price of the H Shares for the five preceding trading days on which the H Shares were traded on the Hong Kong Stock Exchange.
(b) the Board be authorised to (including but not limited to the following):
(i) determine the timing, the number of H Shares to be repurchased and the price and duration of the repurchase;
(ii) open an offshore stock account and deal with the relevant registration of changes in foreign exchange;
(iii) deal with such relevant approval formalities as may be required by the relevant regulatory authorities and the places of listing of the Company, and make the necessary filings with the relevant regulatory authorities (if necessary); and
(iv) execute and deal with any relevant documents and matters in connection with the aforementioned repurchase.
(c) For the purpose of this special resolution, “Effective Term” means the period from the passing of the special resolution at the 2025 AGM until the earliest of:
(i) the conclusion of the annual general meeting of the Company to be held in respect of the financial year ending 31 December 2026; or
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the date on which the Repurchase Mandate given under the special resolution is revoked or varied by a special resolution of the Shareholders in general meeting.
By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman
Jiaxing, Zhejiang Province, the PRC 17 April 2026
As at the date hereof, the executive Directors were Mr. Ruan Hongliang, Ms. Jiang Jinhua, Ms. Ruan Zeyun, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors were Ms. Xu Pan, Ms. Du Jian and Ms. Ng Yau Kuen Carmen, and the employee director is Ms. Niu Liping.
Notes:
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In order to ascertain the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 7 May 2026 to Tuesday, 12 May 2026 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming AGM, 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 Wednesday, 6 May 2026. H Shareholders whose names appear on the register of members of the Company on Wednesday, 6 May 2026 (i.e. the record date) are entitled to attend and vote at the AGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the AGM will be determined and announced separately in the PRC by the Company.
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Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.
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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.
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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 AGM. 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 AGM or any adjourned meetings should they so wish.
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Shareholders or their proxies shall provide their identification documents when attending the AGM.
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Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
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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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