Fuyao Glass Industry : Notice of the 2019 Annual General Meeting

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.

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

(Stock Code: 3606)

NOTICE OF THE 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that Fuyao Glass Industry Group Co., Ltd. (the "Company") will convene the 2019 annual general meeting of the Company (the "AGM") in the Company's conference room located at Fuyao Industrial Zone, Rongqiao Economic & Technological Development Zone, Fuqing City, Fujian Province, the PRC at 2:00 p.m. on Tuesday, June 23, 2020 to consider and, if thought fit, approve the following resolutions. Unless the context otherwise requires, terms used in this notice shall have the same meaning as defined in the circular of the Company dated May 8, 2020.

ORDINARY RESOLUTIONS

1. Work Report of the Board of Directors for the Year 2019
2. Work Report of the Supervisory Committee for the Year 2019
3. Final Financial Report for the Year 2019
4. Profit Distribution Plan for the Year 2019
5. 2019 Annual Report and Summary of Annual Report
6. Resolution on the Re-appointment of PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as the Domestic Audit Institution and Internal Control Audit Institution of the Company for the Year 2020
7. Resolution on the Re-appointment of PricewaterhouseCoopers as the Overseas Audit Institution of the Company for the Year 2020
8. Work Report of Independent Non-executive Directors for the Year 2019

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9. Resolution on the Entrusted Wealth Management with Self-owned Funds of the Company

By order of the Board

Fuyao Glass Industry Group Co., Ltd.

Cho Tak Wong

Chairman

Fuzhou, Fujian, the PRC

May 8, 2020

Notes:

1. ELIGIBILITY TO ATTEND THE AGM AND CLOSURE OF H SHARE REGISTER
   To determine the name list of H Shareholders eligible to attend the AGM, the Company will close registration for H Share transfers from Saturday, May 23, 2020 to Tuesday, June 23, 2020 (both days inclusive). Holders of H Shares who wish to attend the AGM but have not registered their share transfer documents shall lodge their transfer documents together with the relevant share certificates 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 Friday, May 22, 2020.
   As to the details of materials for the A Shareholders attending the AGM, the Company will announce such on the website of the Shanghai Stock Exchange separately.
2. ARRANGEMENT OF DISTRIBUTION OF DIVIDEND
   The Board of Directors has recommended the distribution of cash dividend for the year ended December 31, 2019 of RMB7.5 per 10 Shares (tax inclusive) to all Shareholders of the Company, amounting to a total of RMB1,881,463,149. The dividend distribution plan will be submitted to the AGM for approval. If the dividend distribution plan is approved by the AGM, the cash dividend will be paid out within two months from the closing of the AGM according to the Articles of Association. Pursuant to the current work plan, it's expected that dividends will be paid on or before Friday, August 21, 2020. Where there is any change in the aforesaid expected distribution date of dividend, related notice will be published by the Company in a timely manner. The Company will separately announce the details regarding the distribution of dividend in due course.

Withholding and Payment of Enterprise Income Tax for Foreign Non-resident Enterprise Shareholders

Pursuant to the Notice of the State Administration of Taxation on Matters Concerning Withholding Enterprise Income Tax When China Resident Enterprises Distribute Dividends to

Foreign Non-residentEnterprise Shareholders of H Shares (Guo Shui Han [2008] No. 897) 《( 國 家 稅 務 總 局 關 於 中 國 居 民 企 業 向 境 外H 股 非 居 民 企 業 股 東 派 發 股 息 代 扣 代 繳

企 業 所 得 稅 有 關 問 題 的 通 知》( 國 稅 函[2008]897 號)), distributing dividends by China resident enterprises to foreign non-resident enterprise shareholders of H Shares for 2008 and for the years onwards shall be subject to the enterprise income tax withheld at a uniform rate of 10%. As such, the Company is required to withhold enterprise income tax at the rate of 10% before

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distributing dividends for the year ended December 31, 2019 to foreign non-resident enterprise shareholders as appearing on the H Share register of members of the Company. Upon receipt of such dividends, a foreign non-resident enterprise shareholder may apply to the competent tax authorities for relevant treatment under the tax treaties (arrangements) in person or through a proxy or a withholding agent and provide evidence in support of its status as a beneficial owner as defined in the tax treaties (arrangements). Upon verification by the competent tax authorities, the difference between the tax levied and the amount of tax payable as calculated at the tax rate under the tax treaties (arrangements) will be refunded.

Withholding and Payment of Individual Income Tax for Individual Overseas Shareholders

Pursuant to the Notice on Certain Issues Concerning the Policies of Individual Income Tax (Cai Shui Zi [1994] No. 020) 《( 關於個人所得稅若干政策問題的通知》( 財稅字[1994]020 號)) promulgated by the Ministry of Finance and the State Administration of Taxation of the PRC on May 13, 1994, overseas individuals are exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign- invested enterprise, it is not required to withhold and pay the PRC individual income tax when distributing dividends for the year ended December 31, 2019 to overseas individual shareholders as appearing on the H Share register of members of the Company.

Withholding of Income Tax for Investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares of the Company listed on the SSE (the "Investors of Northbound Trading"), their final dividends will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (the "CSDCCL") to the account of the nominee holding such Shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for such withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a cash dividend tax rate of less than 10%, those enterprises or individuals may apply to the competent tax authorities for the entitlement of the rate under such tax treaty by themselves or through a withholding agent. Upon approval by the tax authorities, the difference between the tax levied and the amount of tax payable as calculated at the tax rate under the tax treaty will be refunded.

Withholding of Income Tax for Investors of Southbound Trading

Pursuant to the Notice on the Tax Policies Concerning the Pilot Program of the Shanghai-HongKong Stock Connect (Cai Shui [2014] No. 81) 《( 關 於 滬 港 股 票 市 場 交 易 互 聯 互 通 機 制 試 點 有 關 稅 收 政 策 的 通 知》( 財 稅 [2014]81 號)) effective from November 17, 2014:

• for mainland individual investors who invest in the H Shares of the Company via the Shanghai-Hong Kong Stock Connect, the Company will withhold individual income tax at the rate of 20% in the distribution of dividends. For mainland securities investment funds that invest in the H Shares of the Company via the Shanghai-Hong Kong Stock Connect, the Company will withhold individual income tax in the distribution of dividends pursuant to the foregoing provisions; and
• for mainland enterprise investors that invest in the H Shares of the Company via the Shanghai-Hong Kong Stock Connect, the Company will not withhold income tax in the distribution of dividends and the mainland enterprise investors shall report and pay the tax amount by themselves.

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Pursuant to the Notice on the Tax Policies Concerning the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) 《( 關 於 深 港 股 票 市 場 交 易 互 聯 互 通 機 制 試 點 有 關 稅 收 政 策 的 通 知》( 財 稅 [2016]127 號)) effective from December 5, 2016:

• for mainland individual investors who invest in the H Shares of the Company via the Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax at the rate of 20% in the distribution of dividends. For mainland securities investment funds that invest in the H Shares of the Company via the Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax in the distribution of dividends pursuant to the foregoing provisions; and
• for mainland enterprise investors that invest in the H Shares of the Company via the Shenzhen-Hong Kong Stock Connect, the Company will not withhold income tax in the distribution of dividends and the mainland enterprise investors shall report and pay the tax amount by themselves.

If the H Shareholders of the Company have any queries regarding the above tax arrangements, please consult your tax consultants regarding the tax impacts in China, Hong Kong and other countries (regions) for holding and selling the Company's H Shares.

1. PROXY
   The proxy form enclosed with the notice of the AGM relating to the resolutions to be proposed has been issued by the Company to its Shareholders on the same day. Shareholder who is entitled to attend and vote at the AGM may appoint one or more proxies (who needs not be a Shareholder of the Company) to attend the AGM and to vote thereat on his/her behalf. The proxy form shall be in writing and signed by the Shareholder or of 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, H Shareholders shall lodge the proxy form, together with the power of attorney or other authority (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 2019 AGM (i.e. before 2:00 p.m., Monday, June 22, 2020) or its adjourned meeting.
   Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any of its adjourned meetings should you so wish.
2. REGISTRATION PROCEDURE FOR ATTENDING THE AGM:
3. 1. Shareholders or their proxies shall present their identity documents when attending the AGM. If an attending Shareholder is a legal person, 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 AGM.

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1. 1. If a Shareholder intends to attend the AGM in person or by proxy, the Shareholder must complete and return the reply slip for attending the AGM 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 H Shareholder), or to the Company's Office of the Secretary to the Board of Directors (if you are an A Shareholder) on or before Tuesday, June 2, 2020.
2. 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 AGM must be taken by poll. Therefore, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.
3. OTHERS
4. 1. The AGM is expected to last for not more than a half day. The Shareholders attending the meeting shall be responsible for their own traveling and accommodation expenses and all relevant costs.
   2. 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
Postal Code:	350301
Tel:	(86) 591 8538 3777
Fax:	(86) 591 8536 3983
Contact person:	Zhang Wei

7. References to dates and times in this notice are to Hong Kong dates and times.

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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