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Fuyao Glass Industry Group Co., Ltd. Proxy Solicitation & Information Statement 2021

Jan 11, 2021

50843_rns_2021-01-11_8fcf2a11-89ff-417d-a2ec-4e7fb0549d67.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.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3606)

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

References are made to the announcements entitled “Proposed Issuance of Additional H Shares under Specific Mandate” and “Proposed Amendments to the Articles of Association” of Fuyao Glass Industry Group Co., Ltd. (the “ Company ”), both dated January 9, 2021. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in such announcements.

NOTICE IS HEREBY GIVEN that the Company will convene the 2021 second extraordinary general meeting (the “ EGM ”) in the conference room of the Company located at Fuyao Industrial Zone, Rongqiao Economic & Technological Development Zone, Fuqing City, Fujian Province, the PRC at 2:00 p.m. on Friday, February 26, 2021 to consider and, if thought fit, approve the following resolutions.

SPECIAL RESOLUTIONS

  1. Resolution on the Plan for the Issuance of H Shares by the Company

  2. 1.1 Class and par value of the Shares to be issued

  3. 1.2 Method and time of issuance

  4. 1.3 Target subscribers and subscription method

  5. 1.4 Issue price and pricing method

  6. 1.5 Number of Shares to be issued

  7. 1.6 Distribution plan for the accumulated profits before the Issuance

  8. 1.7 Place of listing of Shares under the Issuance

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1.8 Use of Proceeds

  • 1.9 Validity period of the resolution in relation to the Issuance

  • Resolution on the Grant of Mandate to the Board of Directors of the Company and its Authorized Persons by the General Meeting to Handle Matters, at their Full Discretion, regarding the Issuance of H Shares

  • Resolution on the Amendments to the Articles of Association of the Company

ORDINARY RESOLUTIONS

  1. Resolution on the Amendments to the Rules of Procedure for General Meetings

  2. Resolution on the Amendments to the Rules of Procedure for the Board of Directors

By order of the Board Fuyao Glass Industry Group Co., Ltd. Cho Tak Wong Chairman

Fuzhou, Fujian, the PRC January 12, 2021

Notes:

1. ELIGIBILITY TO ATTEND THE EGM AND CLOSURE OF H SHARE REGISTER

To determine the name list of holders of H Shares eligible to attend the EGM, the Company will close registration for H Share transfers from Tuesday, January 26, 2021 to Friday, February 26, 2021 (both days inclusive). Holders of H Shares who wish to attend the EGM but have not registered their share transfer documents shall lodge their transfer documents together with the relevant share certificates for registration at the Company’s H Share registrar in Hong Kong, namely Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Monday, January 25, 2021.

As to the details of materials for the holders of A Shares attending the EGM, the Company will announce such separately on the website of the Shanghai Stock Exchange in due course.

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2. PROXY

The proxy form enclosed with the notice of the EGM relating to the resolutions to be proposed has been issued by the Company to its Shareholders on the same day. A Shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies (who needs not be a Shareholder of the Company) to attend the EGM and to vote thereat on his/her behalf. The proxy form shall be in writing and signed by the Shareholder or his/her attorney duly authorized in writing or, if the Shareholder is a corporate body, either executed under its common seal or signed by its legal representative, director or duly authorized attorney. If the proxy form is signed by the attorney of the Shareholder, the power of attorney or other authorization document authorizing the attorney to sign the proxy form must be notarized.

In order to be valid, holders of H Shares shall lodge the proxy form, together with the power of attorney or other authorization document (if any), by hand or post, to the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (i.e. before 2:00 p.m. on Thursday, February 25, 2021) or its adjourned meeting.

Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any of its adjourned meetings should you so wish.

3. REGISTRATION PROCEDURE FOR ATTENDING THE EGM

  • (a) Shareholders or their proxies shall present their identity documents when attending the EGM. If an attending Shareholder is a corporate body, its legal representative or director or person authorized by other governing body shall present the copy of the resolution of the board of directors or other governing body of such Shareholder for appointing such person to attend the EGM.

  • (b) If a Shareholder intends to attend the EGM in person or by proxy, the Shareholder must complete and return the reply slip for attending the EGM by hand, by post or by fax to the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (if you are a holder of H Shares), or to the Office of the Secretary to the Board of Directors of the Company (if you are a holder of A Shares) on or before Friday, February 5, 2021.

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the vote of Shareholders at the EGM must be taken by poll. Therefore, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM.

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5. OTHERS

  • (a) The EGM is expected to last for not more than a half day. The Shareholders attending the EGM shall be responsible for their own traveling and accommodation expenses and all relevant costs.

  • (b) Contact information of the Company:

Address: Office of the Secretary to the Board of Directors Fuyao Industrial Zone, Rongqiao Economic & Technological Development Zone, Fuqing City, Fujian Province the PRC Post Code: 350301 Tel: (86) 591 8538 3777 Fax: (86) 591 8536 3983 Contact person: Zhang Wei

6. References to dates and time in this notice are to Hong Kong dates and time.

As of the date of this notice, the Board of Directors of the Company comprises Mr. Cho Tak Wong, Mr. Ye Shu and Mr. Chen Xiangming, as executive Directors; Mr. Tso Fai, Mr. Wu Shinong and Ms. Zhu Dezhen, as non-executive Directors; Ms. Cheung Kit Man Alison, Mr. Liu Jing and Mr. Qu Wenzhou, as independent non-executive Directors.

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