Hong Kong Exchanges 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.
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)
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
INTRODUCTION
The board of directors (the "Board") of Flat Glass Group Co., Ltd. (the "Company") hereby announces that the resolution in relation to the proposed amendments to the articles of association of the Company (the "Articles of Association") has been passed at a meeting of the Board held on 5 November 2019 (the "Proposed Articles Amendments").
THE PROPOSED ARTICLES AMENDMENTS
The Proposed Articles Amendments have been approved at a meeting of the Board held on 5 November 2019, details of which are as follows (amendments shown by way of underline and strikethroughs):
In accordance with the provisions of laws and regulations and regulatory documents such as "Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies" (Guo Han [2019] No. 97), "Opinion of the General Office of the State Council on Further Strengthening the Protection of Legal Rights and Interests of Small and Medium-sized Investors in Capital Markets" (Guo Han Fa [2013] No. 110), "Guidance for the Articles of Association of Listed Companies" (2019 revision), and in light of the actual situation of the Company, it is proposed to amend certain articles of the Articles of Association in order to further improve the corporate governance practices of the Company, the Proposed Articles Amendments are set out below:
1
Original Articles | Proposed Amendments |
Article 1 The Articles of Association are | Article 1 The Articles of Association are |
formulated in accordance with the Company Law | formulated in accordance with the Company Law |
of the People's Republic of China (hereinafter | of the People's Republic of China (hereinafter |
r e f e r r e d t o a s t h e " C o m p a n y L a w " ) , t h e | r e f e r r e d t o a s t h e " C o m p a n y L a w " ) , t h e |
Securities Law of the People's Republic of China | Securities Law of the People's Republic of China |
(hereinafter referred to as the "Securities Law"), | (hereinafter referred to as the "Securities Law"), |
the Special Provisions of the State Council on the | the Special Provisions of the State Council on |
Overseas Offering and Listing of Shares by Joint | the Overseas Offering and Listing of Shares |
Stock Limited Companies (hereinafter referred | by Joint Stock Limited Companies (hereinafter |
to as the "Special Provisions"), the Mandatory | referred to as the "Special Provisions"), the |
Provisions for Articles of Association of | Reply of the State Council on the Adjustment of |
Companies Listed Overseas (hereinafter referred | the Provisions Applicable to the Notice Period |
to as the "Mandatory Provisions"), Guidance for | for Holding Shareholders' Meeting of Overseas |
the Articles of Association of Listed Companies | Listed Companies (hereinafter referred to as the |
(hereinafter referred to as the "Guidance for | "Adjustment Reply"),the Mandatory Provisions |
Articles of Association"), Letter of Opinions on | for Articles of Association of Companies |
Supplementary Amendments to the Articles of | Listed Overseas (hereinafter referred to as the |
Association of Companies to be Listed in Hong | "Mandatory Provisions"), Guidance for the |
Kong (hereinafter referred to as the "Opinions on | Articles of Association of Listed Companies |
Supplementary Amendments"), Rules Governing | (hereinafter referred to as the "Guidance for |
the Listing of Securities on The Stock Exchange | Articles of Association"), Letter of Opinions on |
of Hong Kong Limited (hereinafter referred to | Supplementary Amendments to the Articles of |
as the "Listing Rules of the Stock Exchange"), | Association of Companies to be Listed in Hong |
The Stock Listing Rules of the Shanghai Stock | Kong (hereinafter referred to as the "Opinions on |
Exchange (hereinafter referred to as the "Listing | Supplementary Amendments"), Rules Governing |
Rules of SSE", together with the Listing Rules of | the Listing of Securities on The Stock Exchange |
the Stock Exchange, are referred to as the "Listing | of Hong Kong Limited (hereinafter referred to |
Rules"), and other relevant requirements, with an | as the "Listing Rules of the Stock Exchange"), |
aim to safeguard the legal interests of Flat Glass | The Stock Listing Rules of the Shanghai Stock |
Group Co., Ltd. (hereinafter referred to as the | Exchange (hereinafter referred to as the "Listing |
"Company" or "the Company"), its shareholders | Rules of SSE", together with the Listing Rules of |
and creditors and regulate the organization and | the Stock Exchange, are referred to as the "Listing |
conduct of the Company. (MP1) | Rules"), and other relevant requirements, with an |
aim to safeguard the legal interests of Flat Glass | |
Group Co., Ltd. (hereinafter referred to as the | |
"Company" or "the Company"), its shareholders | |
and creditors and regulate the organization and | |
conduct of the Company. (MP1) | |
2
Original Articles | Proposed Amendments |
The Company is incorporated as a joint stock | The Company is incorporated as a joint stock |
limited company in accordance with the Company | limited company in accordance with the Company |
Law, Special Provisions and other relevant PRC | Law, Special Provisions and other relevant PRC |
laws and administrative regulations. | laws and administrative regulations. |
The Company is a joint stock limited company | The Company is a joint stock limited company |
e s t a b l i s h e d o n 29 D e c e m b e r 2005 b y t h e | e s t a b l i s h e d o n 29 D e c e m b e r 2005 b y t h e |
promoters under the overall restructuring of | promoters under the overall restructuring of |
the original Zhejiang Flat Glass & Mirror Ltd.. | the original Zhejiang Flat Glass & Mirror Ltd.. |
The Company was registered with the Zhejiang | The Company was registered with the Zhejiang |
Provincial Administration for Industry & | Provincial Administration for Industry & |
Commerce. The promoters of the Company are: | Commerce. The promoters of the Company are: |
Ruan Hongliang, Jiang Jinhua, Ruan Zeyun, | Ruan Hongliang, Jiang Jinhua, Ruan Zeyun, |
Zheng Wenrong, Shen Fuquan, Zhu Quanming, | Zheng Wenrong, Shen Fuquan, Zhu Quanming, |
Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei | Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei |
Shutao. The Company's unified social credit code | Shutao. The Company's unified social credit code |
is 913300007044053729. | is 913300007044053729. |
3
Original Articles | Proposed Amendments |
A r t i c l e 41 T h e r e s p e c t i v e p a r t s o f t h e | A r t i c l e 41 T h e r e s p e c t i v e p a r t s o f t h e |
shareholders' register shall not overlap each other. | shareholders' register shall not overlap each other. |
In the event of transfer of shares registered in | In the event of transfer of shares registered in |
a specific part of the shareholders' register, the | a specific part of the shareholders' register, the |
said shares shall not be registered in any other | said shares shall not be registered in any other |
part of the shareholders' register in the duration | part of the shareholders' register in the duration |
of the registration of the said shares. This article | of the registration of the said shares. This article |
does not apply to registration of change of the | does not apply to registration of change of the |
shareholders' register when new shares are | shareholders' register when new shares are |
issued subject to Article 20 of the Articles of | issued subject to Article 20 of the Articles of |
Association. | Association. |
Alterations or corrections to each section of | Alterations or corrections to each section of |
the register of shareholders shall be made in | the register of shareholders shall be made in |
accordance with the laws of the place where such | accordance with the laws of the place where such |
section of the register of shareholders is kept. | section of the register of shareholders is kept. |
(MP37) | (MP37) |
Article 44 No changes of registration in the | Article 44 No changes of registration in the |
shareholders' register arising from share transfer | shareholders' register arising from share transfer |
shall be made within 30 days before convening of | shall be made within 30 days before convening of |
a general meeting or within five days prior to the | a general meeting or within five days prior to the |
benchmark date on which the Company decides to | benchmark date on which the Company decides |
distribute dividends. (MP38) | to distribute dividends. Where the relevant stock |
exchanges or regulatory authorities in the place | |
where the shares of the Company are listed | |
provide otherwise, such provisions shall be | |
followed(MP38) |
4
Original Articles | Proposed Amendments |
Article 63 Where the Company convenes a | Article 63 Where the Company convenes a |
general meeting, a written notice shall be given 45 | general meeting, a written notice shall be given 45 |
days prior to the date of the meeting to notify all | days prior to the date of the meeting to notify all |
the shareholders in the shareholders' register of | the shareholders in the shareholders' register of |
the issues to be considered at the meeting, and the | the issues to be considered at the meeting, and the |
date and venue of the meeting. Any shareholder | date and venue of the meeting. Any shareholder |
intending to attend the meeting shall serve the | intending to attend the meeting shall serve the |
Company a written reply showing his intention to | Company a written reply showing his intention to |
attend at least 20 days before the meeting. (MP53) | attend at least 20 days before the meeting. (MP53) |
Article 63 A written notice convening the | |
annual general meeting shall be given by the | |
convener not less than 20 business days before | |
the date of the meeting to notify all shareholders | |
of the meeting; whereas a written notice of the | |
extraordinary general meeting shall be given not | |
less than 15 business days before the date of the | |
meeting to notify all shareholders of the meeting. | |
A "business day" as mentioned in this articles of | |
association refers to any trading day of securities | |
on the Hong Kong Stock Exchange. | |
The calculation of the abovementioned period | |
shall not include the date of publishing the | |
a n n o u n c e m e n t a n d t h a t o f t h e m e e t i n g i s | |
convened. | |
Article 64 Where the Company convenes a | (Delete the existing Article 64 in its entirety) |
general meeting, shareholders holding more than | |
five percent of shares of the Company (inclusive) | |
may bring forward provisional proposals and | |
submit the same in writing to the convenor. The | |
Company shall put those issues in the proposal | |
which fall within the scope of business of the | |
general meeting to the agenda for consideration at | |
the meeting. (MP54) |
5
Original Articles | Proposed Amendments | ||
Article 65 Based on the written replies received | (Delete the existing Article 65 in its entirety) | ||
20 days before the general meeting, the Company | |||
shall calculate the number of voting shares | |||
represented by the shareholders who have | |||
intention to attend the general meeting. If the | |||
shareholders who intend to attend such meeting | |||
represent more than half of the total number | |||
of shares which have the right to vote at such | |||
meeting, the Company may hold the general | |||
meeting; otherwise, the Company shall, within | |||
five days, inform the shareholders again of | |||
the matters to be considered, and the date and | |||
venue of the general meeting by means of public | |||
announcement. The Company may then hold the | |||
general meeting after such public announcement | |||
has been made. | |||
Proposals not set out in the notice of annual | |||
general meeting or extraordinary general meeting | |||
shall not be voted on or resolved at the meeting. | |||
(MP55) | |||
Article 66 Notice of general meeting shall meet | Article 66Article 64Notice of general meeting | ||
the following requirements: (MP56) | shall meet the following requirements: (MP56) | ||
(I) | Is in written form; | (I) | Is in written form; |
(II) | Specifies the venue, date and time of the | (II) | Specifies the venue, date and time of the |
meeting; | meeting; | ||
(III) States matters to be discussed at the meeting; | (III) States matters to be discussed at the meeting; | ||
(IV)Provides such necessary information and | (IV)Provides such necessary information and | ||
explanations for shareholders to make | explanations for shareholders to make | ||
a n i n f o r m e d j u d g m e n t o n t h e m a t t e r s | a n i n f o r m e d j u d g m e n t o n t h e m a t t e r s | ||
to be considered. Without limitation to | to be considered. Without limitation to | ||
the generality of the foregoing, where a | the generality of the foregoing, where a | ||
proposal is made with respect to the merger | proposal is made with respect to the merger | ||
of the Company with another company, | of the Company with another company, | ||
the repurchase of shares, restructuring of | the repurchase of shares, restructuring of | ||
share capital, or other reorganization of | share capital, or other reorganization of | ||
the Company, the terms of the proposed | the Company, the terms of the proposed | ||
transaction must be provided in detail along | transaction must be provided in detail along | ||
with copies of the proposed contract (if any), | with copies of the proposed contract (if any), | ||
and the reason(s) and effect of such proposal | and the reason(s) and effect of such proposal | ||
must be properly explained; | must be properly explained; |
6
Original Articles | Proposed Amendments |
(V) Contains a disclosure of the nature and | (V) Contains a disclosure of the nature and |
extent of the material interests of any | extent of the material interests of any |
director, supervisor, manager or other senior | director, supervisor, manager or other senior |
management in the proposed transaction and | management in the proposed transaction and |
the effect which the proposed transaction will | the effect which the proposed transaction will |
have on them in their capacity as shareholders | have on them in their capacity as shareholders |
insofar as it is different from the effect on the | insofar as it is different from the effect on the |
interests of shareholders of the same class; | interests of shareholders of the same class; |
(VI)C o n t a i n s t h e f u l l t e x t o f a n y s p e c i a l | (VI)C o n t a i n s t h e f u l l t e x t o f a n y s p e c i a l |
resolution to be proposed at the meeting; | resolution to be proposed at the meeting; |
(VII) Contains a clear statement that a shareholder | (VII) Contains a clear statement that a shareholder |
entitled to attend and vote at such meeting | entitled to attend and vote at such meeting |
is entitled to appoint one or more proxies to | is entitled to appoint one or more proxies to |
attend and vote at such meeting on his behalf | attend and vote at such meeting on his behalf |
and that such proxy need not be a shareholder | and that such proxy need not be a shareholder |
of the Company; | of the Company; |
(VIII) Specifies the time and venue for serving the | (VIII) Specifies the time and venue for serving the |
power of attorney for the voting proxy for the | power of attorney for the voting proxy for the |
meeting; | meeting; |
(IX)The date of registration of shareholding | (IX)The time between thedate of registration |
o f t h e s h a r e h o l d e r s f o r d e t e r m i n i n g | of shareholding of the shareholders for |
those shareholders entitled to attend the | determining those shareholders entitled to |
shareholders' meeting; and | attend the shareholders' meeting, the date of |
(X) The names and telephone numbers of the | registration and the date of the meeting shall |
comply with the requirements of the relevant | |
standing contact persons for the meeting. | supervisory authorities of the place where the |
shares of the Company are listed; and | |
(X) The names and telephone numbers of the | |
standing contact persons for the meeting. |
7
Original Articles | Proposed Amendments |
Article 67 The notice of general meeting shall | Article 67Article 65The notice of general |
be delivered to shareholders (whether or not they | meeting shall be delivered to shareholders |
are entitled to vote at the general meeting) by any | (whether or not they are entitled to vote at the |
modes agreed by the local securities exchange | general meeting) by any modes agreed by the |
where the Company's shares are listed (including | local securities exchange where the Company's |
but not limited to mailing, e-mail, fax, public | shares are listed (including but not limited to |
announcement and website of local securities | mailing, e-mail, fax, public announcement and |
exchange where the Company or the Company's | website of local securities exchange where the |
shares are listed). The address of the recipient is | Company or the Company's shares are listed). |
that as shown in the shareholders' register. For | The address of the recipient is that as shown |
shareholders of domestic shares, the notice of | in the shareholders' register. For shareholders |
general meeting shall be delivered by mode of | of domestic shares, the notice of general |
public announcement. | meeting shall be delivered by mode of public |
Public announcement referred to in the preceding | announcement. |
Public announcement referred to in the preceding | |
paragraph shall be published in one or more | |
newspapers designated by the securities authority | paragraph shall be published in one or more |
under the State Council during a period between | newspapers designated by the securities authority |
45 days to 50 days prior to the date of the | under the State Council during a period between |
meeting. Once the announcement has been | 45 days to 50 days prior to the date of the |
published, all holders of domestic shares shall be | meeting.Once the announcement has been |
deemed to have received the notice of the relevant | published, all holders of domestic shares shall be |
general meeting. (MP57) | deemed to have received the notice of the relevant |
general meeting. (MP57) | |
Article 68 The accidental omission to give notice | Article 68Article 66 When the Company issues |
of meeting to, or non-receipt of notice of meeting | notice of shareholders' meetings in the manner |
by, any person entitled to receive notice shall not | as required by the relevant stock exchange(s) or |
invalidate the meeting and the resolutions made at | regulatory authority(ies) of the place where the |
the meeting. (MP58) | shares are listed,the accidental omission to give |
notice of meeting to, or non-receipt of notice | |
of meeting by, any person entitled to receive | |
notice shall not invalidate the meeting and the | |
resolutions made at the meeting. (MP58) |
8
Original Articles | Proposed Amendments |
Article 71 The power of attorney for voting shall | Article 71Article 69The power of attorney |
be deposited at the domicile of the Company | for voting shall be deposited at the domicile of |
or such other place as specified in the notice of | the Company or such other place as specified |
meeting at least 24 hours prior to the meeting at | in the notice of meeting at least 24 hours prior |
which the proxy is authorized to vote or 24 hours | to the meeting at which the proxy is authorized |
before the scheduled voting time. | to vote or 24 hours before the scheduled voting |
Where such power of attorney is signed by a | time. Where the relevant stock exchange(s) or |
regulatory authority(ies) in the place where | |
person authorized by the principal, the power | the shares of the Company are listed provide |
of attorney authorizing signature or other | otherwise, such provisions shall be followed. |
authorization documents shall be notarized. | |
The notarized power of attorney and other | Where such power of attorney is signed by a |
authorization documents shall, together with the | person authorized by the principal, the power |
power of attorney for voting, be deposited at the | of attorney authorizing signature or other |
Company's domicile or other location as specified | authorization documents shall be notarized. |
in the notice of the meeting. | The notarized power of attorney and other |
Where the principal is a legal person, its legal | authorization documents shall, together with the |
power of attorney for voting, be deposited at the | |
representative or a person authorized by the board | Company's domicile or other location as specified |
of directors or other decision making body shall | in the notice of the meeting. |
attend the general meeting of the Company on his | |
behalf. (MP61) | Where the principal is a legal person, its legal |
If the shareholder is a Recognized Clearing House | representative or a person authorized by the board |
of directors or other decision making body shall | |
(or its agent), the said shareholder may authorize | attend the general meeting of the Company on his |
one or more persons as he deems appropriate | behalf. (MP61) |
to act on his behalf at any general meeting or | |
class general meeting; however, where several | If the shareholder is a Recognized Clearing House |
persons are thus authorized, the power of attorney | (or its agent), the said shareholder may authorize |
shall specify the numbers and classes of shares | one or more persons as he deems appropriate |
involved by the said persons. The power of | to act on his behalf at any general meeting or |
attorney shall be signed by the respective proxies | class general meeting; however, where several |
appointed by the Recognized Clearing House. The | persons are thus authorized, the power of attorney |
persons thus authorized may attend the meetings | shall specify the numbers and classes of shares |
and exercise rights on behalf of the Recognized | involved by the said persons. The power of |
Clearing House as if the said persons were the | attorney shall be signed by the respective proxies |
natural person shareholders of the Company. | appointed by the Recognized Clearing House. The |
persons thus authorized may attend the meetings | |
and exercise rights on behalf of the Recognized | |
Clearing House as if the said persons were the | |
natural person shareholders of the Company. | |
9
Original Articles | Proposed Amendments |
(Adding Article 72) | Article 72 An independent director has the right |
to propose to the board of directors to convene | |
an extraordinary general meeting. The board | |
of directors shall, in accordance with the laws, | |
administrative regulations and the provisions of | |
these Articles of Association, within 10 days of | |
receiving the proposal, submit written reply on | |
its consent or disagreement to the convening an | |
extraordinary general meeting. | |
If the board of directors agrees to convene an | |
extraordinary general meeting, it shall issue a | |
notice of meeting within 5 days after the decision | |
of the board of directors is made. If the board of | |
directors does not approve the convening of an | |
extraordinary general meeting, it shall explain the | |
reasons and make a public announcement. |
10
Original Articles | Proposed Amendments |
(Adding Article 73) | Article 73 The board of supervisors has the right |
to propose to the board of directors to convene | |
an extraordinary general meeting in writing. | |
The board of directors shall, in accordance with | |
the laws, administrative regulations and the | |
provisions of the Articles of Association, submit, | |
within 10 days of receiving the proposal, written | |
reply on his/her consent or disagreement to the | |
convening an extraordinary general meeting. | |
If the board of directors agrees to convene an | |
extraordinary general meeting, it shall issue a | |
meeting notice within 5 days after the decision of | |
the board of directors is made, which shall obtain | |
the consent of the board of supervisors for the | |
change(s) to the original proposal(s). | |
If the board of directors disagrees to convene an | |
extraordinary general meeting or has not given | |
a reply within 10 days of receiving the proposal, | |
it is deemed that the board of directors is unable | |
to perform or has not performed its duty of | |
convening an extraordinary general meeting, and | |
the board of supervisors shall then convene and | |
preside over such general meeting. For a general | |
meeting convened by the board of supervisors, all | |
necessary expenses of the meeting shall be borne | |
by the Company. |
11
Original Articles | Proposed Amendments | ||
A r t i c l e 74 S h a r e h o l d e r s w h o r e q u e s t t h e | A r t i c l e 74 S h a r e h o l d e r s w h o r e q u e s t t h e | ||
convening of an extraordinary shareholders' | convening of an extraordinary shareholders' | ||
meeting or class meeting shall do so according to | meeting or class meeting shall do so according to | ||
the following procedures: | the following procedures: | ||
(I) | The shareholder(s) individually or jointly | (I) | The shareholder(s) individually or jointly |
holding more than 10% of the Company's | holding more than 10% of the Company's | ||
total voting shares (inclusive) may sign one | total voting shares (inclusive) may sign one | ||
or several written requests with the same | or several written requests with the same | ||
format and content to propose to the board | format and content to propose to the board | ||
of directors to convene an extraordinary | of directors to convene an extraordinary | ||
general meeting or class general meeting, | general meeting or class general meeting, | ||
and specify the subjects of the meeting. | and specify the subjects of the meeting. The | ||
The board of directors shall convene an | board of directors shall submit a written reply | ||
extraordinary or class general meeting | on the consent or disagreement toconvene | ||
responsively after receipt of the aforesaid | an extraordinary or class general meeting | ||
written request. The aforesaid amount of | responsivelywithin 10 daysafter receipt of | ||
shareholding is calculated as on the day when | the aforesaid written request. The aforesaid | ||
the shareholders make the written request. | amount of shareholding is calculated as on | ||
(MP72) | the day when the shareholders make the | ||
(II) | If the board of directors agrees to convene | written request. (MP72) | |
the extraordinary shareholders' meeting | (II) | If the board of directors agrees to convene | |
or class meeting, it will issue a notice of | the extraordinary shareholders' meeting | ||
shareholders' meeting or class meeting | or class meeting, it will issue a notice of | ||
within 5 days of the decision of the board of | shareholders' meeting or class meeting | ||
directors. If there are changes to the original | within 5 days of the decision of the board of | ||
request in the notice, they should be agreed | directors. If there are changes to the original | ||
by the relevant shareholders. | request in the notice, they should be agreed | ||
(III) If the board of directors does not agree to | by the relevant shareholders. | ||
convene the extraordinary shareholders' | (III) If the board of directors does not agree to | ||
meeting, or does not reply within 10 days | convene the extraordinary shareholders' | ||
of receipt of the suggestion, shareholders | meeting, or does not reply within 10 days | ||
individually or together holding more | of receipt of the suggestion, shareholders | ||
than 10% of the shares of the Company | individually or together holding more | ||
are authorized to request to the board | than 10% of the shares of the Company | ||
of supervisors to hold an extraordinary | are authorized to request to the board | ||
shareholders' meeting, and should be | of supervisors to hold an extraordinary | ||
presented to the board of supervisors in | shareholders' meeting, and should be | ||
writing. | presented to the board of supervisors in | ||
writing. |
12
Original Articles | Proposed Amendments |
(IV) If the board of supervisors agrees to convene | (IV) If the board of supervisors agrees to convene |
the extraordinary shareholders' meeting, it | the extraordinary shareholders' meeting, it |
shall issue a notice of shareholders' meeting | shall issue a notice of shareholders' meeting |
within 5 days of the decision of the board | within 5 days of the decision of the board |
of supervisors. If there are changes to the | of supervisors. If there are changes to the |
original request in the notice, they should | original request in the notice, they should |
be agreed by the relevant shareholders. If | be agreed by the relevant shareholders. If |
the board of supervisors does not issue the | the board of supervisors does not issue the |
notice of shareholders' meeting within the | notice of shareholders' meeting within the |
prescribed period, this is treated as the board | prescribed period, this is treated as the board |
of supervisors not convening and not holding | of supervisors not convening and not holding |
the shareholders' meeting. Then shareholders | the shareholders' meeting. Then shareholders |
who individually or together hold more | who individually or together hold more |
than 10% of the shares for more than 90 | than 10% of the shares for more than 90 |
consecutive days can convene and hold the | consecutive days can convene and hold the |
meeting by themselves. | meeting by themselves., the procedure for |
Where the shareholders convene and preside over | covering such meeting shall, to the extent |
possible, be the same as the procedure for | |
a meeting because the board of directors fails to | convening a general meeting by the board of |
convene the meeting pursuant to the aforesaid | directors. |
request, the reasonable expenses incurred shall | |
be borne by the Company and shall be deducted | Where the shareholders convene and preside over |
from the monies payable by the Company to the | a meeting because the board of directors and the |
defaulting directors. | board of supervisorsfailsto convene the meeting |
pursuant to the aforesaid request, the reasonable | |
expenses incurred shall be borne by the Company | |
and shall be deducted from the monies payable by | |
the Company to the defaulting directors. |
13
Original Articles | Proposed Amendments |
Article 75 Shareholder(s) individually or jointly | Article 75 When the Company convenes a |
holding more than 3% of the Company's shares | shareholders' meeting, the board of directors, |
may submit a written provisional motion to the | the board of supervisors and shareholder(s) |
convener 10 days before a general meeting is | individually or jointly holding more than 3% of |
convened; the board of directors shall issue a | the Company's shares shall be entitled to propose |
supplementary notice within two days after receipt | motions to the Company. |
of the said provisional motion notifying other | |
shareholders, and submit the said provisional | Shareholder(s) individually or jointly holding |
proposal to the general meeting for consideration. | more than 3% of the Company's shares may |
The content of the provisional motion shall | submit a written supplementarymotion(s)to the |
be within the scope of business of the general | convener ofthe board of directors 10 business |
meeting, have definite subjects and specific issues | days before a shareholders' meeting is convened; |
for resolution. | the convenershall issue a supplementary |
Unless otherwise provided in the preceding | notice within two days after receipt of the said |
provisional motion notifying other shareholders, | |
paragraph, the convenor may not amend the | and submit the said provisional proposal to the |
proposals set out in the notice of shareholders' | general meeting for consideration. The content of |
general meeting, or add new proposals after | the provisional motion shall be within the scope |
issuing an announcement on the notice of | of business of the general meeting, have definite |
shareholders' general meeting. | subjects and specific issues for resolution.shall |
issue a supplementary notice of the shareholders' | |
m e e t i n g a n n o u n c i n g t h e c o n t e n t s o f t h e | |
supplementary motion(s) within two days after | |
receipt of the said motion(s). | |
Unless otherwise provided in the preceding | |
paragraph, the convenor may not amend the | |
proposals set out in the notice of shareholders' | |
general meeting, or add new proposals after | |
issuing an announcement on the notice of | |
shareholders' general meeting. | |
The motion(s) that has/have not been set out in | |
the notice of the shareholders' meeting or that is/ | |
are not in compliance with Article 76 shall not be | |
voted or resolved on at the general meeting. |
14
Original Articles | Proposed Amendments |
(Adding Article 76) | A r t i c l e 76 P r o v i s i o n a l m o t i o n s o f t h e |
shareholders' meeting shall meet the following | |
conditions: | |
(I) The content shall comply with the laws, | |
administrative regulations, the Articles of | |
Association and the related regulations and | |
requirements of relevant stock exchanges | |
or regulatory authorities at the place where | |
the shares are listed, and shall fall within the | |
authority of the general meeting; | |
(II) It shall have a clear topic and specific | |
resolution for consideration; | |
(III) It shall be submitted or served to the | |
convener in written form. | |
Article 77 Shareholders (including proxies | Article 77Article 78Shareholders (including |
thereof) who vote at a general meeting shall | proxies thereof) who vote at a general meeting |
exercise their voting rights as per the number of | shall exercise their voting rights as per the number |
voting shares they represent. Each share carries | of voting shares they represent. Each share carries |
the right to one vote. (MP65) | the right to one vote. (MP65) |
The Company has no voting right for the shares it | When material issues affecting the interests of |
holds, and such shares shall be excluded from the | small and medium-sized investors are being |
total number of voting shares represented by the | considered by the A share shareholders at |
shareholders attending the general meeting. | the shareholders' meeting, the votes by small |
Pursuant to the applicable laws and regulations or | and medium-sized investors shall be counted |
separately. The separate voting results shall be | |
the Listing Rules of the Stock Exchange and the | disclosed publicly in a timely manner. |
Listing Rules of SSE, whereas any shareholder is | |
required to abstain from voting on any particular | The Company has no voting right for the shares it |
resolution or restricted to voting only for or | holds, and such shares shall be excluded from the |
against any particular resolution, any vote cast by | total number of voting shares represented by the |
or on behalf of such shareholder in contravention | shareholders attending the general meeting. |
of such requirement or restriction shall not be | |
counted. |
15
Original Articles | Proposed Amendments |
T h e b o a r d o f d i r e c t o r s o f t h e C o m p a n y , | |
independent directors and shareholders who | |
met the relevant requirements and conditions | |
may collect voting rights from the shareholders | |
publicly . While collecting votes from the | |
shareholders, sufficient information such as | |
specific voting preference shall be disclosed | |
to the persons whose voting rights are being | |
collected, and may only use for such purpose | |
previously published information which remains | |
accurate and is not misleading at the time it is | |
quoted. No consideration or other form of de | |
facto consideration shall be offered, and no | |
shareholders shall not be put under pressure in | |
collecting the voting rights from the shareholders. | |
The Company shall not impose any restriction on | |
minimum shareholdings in collecting the voting | |
rights. If the Company is soliciting the votes from | |
the shareholders, they shall be encouraged to | |
consult their professional advisers. | |
Pursuant to the applicable laws and regulations or | |
the Listing Rules of the Stock Exchange and the | |
Listing Rules of SSE, whereas any shareholder is | |
required to abstain from voting on any particular | |
resolution or restricted to voting only for or | |
against any particular resolution, any vote cast by | |
or on behalf of such shareholder in contravention | |
of such requirement or restriction shall not be | |
counted. | |
Article 83 For election of directors, if there are | Article 83 For election of directors, if there are |
more than two candidates, each share held by the | more than two candidates, each share held by the |
shareholder (including the proxy thereof) has the | shareholder (including the proxy thereof) has the |
same voting rights corresponding to the number | same voting rights corresponding to the number |
of candidates for directors. Shareholders may cast | of candidates for directors. Shareholders may cast |
their votes on different candidates or cast all votes | their votes on different candidates or cast all votes |
on one candidate; however, explanations on the | on one candidate; however, explanations on the |
distribution of the voting rights shall be provided. | distribution of the voting rights shall be provided. |
16
Original Articles | Proposed Amendments | |
Article 84 The list of candidate of directors and | ||
supervisors shall be submitted to the shareholders' | ||
meeting as a proposal for voting. The method | ||
and procedures for nomination of directors and | ||
supervisors are as follows: | ||
(I) | The board of directors and shareholder(s) | |
holding or jointly holding more than 3% | ||
of the Company's shares shall nominate | ||
candidate(s) for director(s); | ||
(II) | T h e b o a r d o f d i r e c t o r s , t h e b o a r d o f | |
supervisors and shareholder(s) independently | ||
o r j o i n t l y h o l d i n g m o r e t h a n 1% o f | ||
t h e C o m p a n y ' s s h a r e s s h a l l n o m i n a t e | ||
candidate(s) for independent director(s); | ||
(III) The board of supervisors and shareholder(s) | ||
holding or jointly holding more than 3% | ||
of the Company's shares shall nominate | ||
candidate(s) for supervisor(s) who is/are not | ||
employees' representative(s); | ||
(IV)The supervisor(s) representing employees | ||
in the board of supervisors shall be elected | ||
from the general meeting of employee | ||
representative(s); and | ||
(V) When the shareholders nominate director(s), | ||
independent director(s) or supervisor(s), the | ||
nomination proposal, details of the nominated | ||
candidates, declaration or undertaking of the | ||
candidate shall be submitted to the board of | ||
directors 10 business days before convening | ||
the general meeting. |
17
Original Articles | Proposed Amendments |
T h e b o a r d o f d i r e c t o r s s h a l l i s s u e a n | |
announcement or a circular on the biography | |
and basic information of the candidate for | |
director(s) and supervisor(s) to the shareholders, | |
and the notice period for the announcement and | |
circular shall comply with the regulations and | |
requirements of the relevant stock exchanges | |
or regulatory authorities at the place where the | |
shares of the Company are listed. | |
When voting on the election of director(s) and | |
supervisor(s) at the shareholders' meeting, | |
the cumulative voting system may be used | |
in accordance with the requirements of the | |
regulatory authorities of the place where the | |
shares are listed, provisions of the Articles of | |
Association or the resolutions at the general | |
meeting. Under the cumulative voting system, | |
the election of independent directors shall be | |
conducted separately from that of other members | |
of the board of directors. When electing two or | |
more directors or supervisors, the cumulative | |
voting system shall be implemented. Where the | |
cumulative voting system is implemented in | |
electing directors, the voting of the independent | |
directors shall be conducted separately form that | |
of the non-independent directors. | |
Cumulative voting mentioned in the preceding | |
p a r a g r a p h m e a n s t h a t w h e n d i r e c t o r s o r | |
supervisors are being elected at a shareholders' | |
meeting, each share has the same voting rights | |
as the number of candidates for directors or | |
supervisors, and the shareholders' voting rights | |
may be used in a centralized manner. |
18
Original Articles | Proposed Amendments | ||
Save as those under the cumulative voting | |||
system, the shareholders' meeting shall resolve | |||
on all the proposals separately; in the event | |||
of several proposals for the same issue, such | |||
proposals shall be voted on and resolved in the | |||
order of time at which they are submitted. Unless | |||
the shareholders' meeting is adjourned or no | |||
resolution can be made for special reasons such | |||
as force majeure, voting of such proposals shall | |||
neither be shelved nor refused at the shareholders' | |||
meeting. | |||
Article 85 Resolutions of a general meeting shall | A r t i c l e 85A r t i c l e 86 R e s o l u t i o n s o f a | ||
be divided into ordinary resolutions and special | shareholders' meeting shall be divided into | ||
resolutions. (MP64) | ordinary resolutions and special resolutions. | ||
Ordinary resolutions shall be approved by votes | (MP64) | ||
representing more than half of voting rights | Ordinary resolutions shall be approved by votes | ||
held by shareholders (including proxies thereof) | representing more than half of voting rights | ||
present at the general meeting. | held by shareholders (including proxies thereof) | ||
S p e c i a l r e s o l u t i o n s s h a l l b e a d o p t e d b y | present at the general meeting. | ||
shareholders representing 2/3 or more of the | S p e c i a l r e s o l u t i o n s s h a l l b e a d o p t e d b y | ||
voting rights of the shareholders (including | shareholders representing 2/3 or more of the | ||
proxies thereof) in presence. | voting rights of the shareholders (including | ||
proxies thereof) in presence. | |||
Shareholders (including proxies thereof) present | |||
at the shareholders' meeting shall present one | |||
of the following comments for each issue that | |||
needs to be voted on: for, against or abstain. | |||
Securities registration and clearing institutions | |||
as the nominal holding of the Stock Connect | |||
Programme between Mainland and Hong Kong | |||
shall follow the intention of the beneficial holders | |||
of the shares on voting. Incomplete, wrongly | |||
filled, illegible or uncast votes shall be deemed as | |||
the voters' waiver of their voting rights, and the | |||
voting results representing the shares held by such | |||
voters shall be counted as "abstentions". |
19
Original Articles | Proposed Amendments |
The Company shall, on the premise of ensuring | |
the lawfulness and validity of the shareholders' | |
meeting, provide convenience to shareholders in | |
attending the general meeting through various | |
methods and channels, with priority given to | |
the provision of modern information technology | |
measures such as online voting platform. | |
The same voting rights shall be exercised with | |
only one of the voting methods, namely on-site, | |
online or other voting methods. The first voting | |
result is considered as valid in case of multiple | |
voting of the same voting rights. | |
Article 102 Where the Company convenes a class | Article 102Article 103Where the Company |
meeting, a written notice shall be given 45 days | convenes a class meeting, an announcement |
prior to the date of the meeting to notify all the | shall be given 45 days prior to the date of the |
shareholders of the said class in the shareholders' | meetingor an announcement shall be published |
register of the matters to be considered at the | at least 20 business days before the date of the |
meeting, and the date and venue of the meeting. | annual general meeting and at least 15 business |
Any shareholder intending to attend the meeting | days before the date of the extraordinary general |
shall serve to the Company a written reply | meetingto notify all the shareholders of the said |
showing his intention to attend at least 20 days | class in the shareholders' register of the matters |
before the date of the meeting. The calculation of | to be considered at the meeting, and the date and |
the abovementioned period shall not include the | venue of the meeting. Any shareholder intending |
date on which the meeting is convened. | to attend the meeting shall serve to the Company |
The quorum required by class meeting (adjourned | a written reply showing his intention to attend at |
least 20 days before the date of the meeting.The | |
meeting excluded) convened for the purpose of | calculation of the abovementioned period shall not |
any class equity right must be at least one-third of | include the date of publishing the announcement |
the holders of issued shares of such class. | and that of the meeting is convened. |
20
Original Articles | Proposed Amendments |
Where the number of voting shares represented | The quorum required by class meeting (adjourned |
by shareholders intending to attend the meeting | meeting excluded) convened for the purpose of |
amounts to more than one half of the total number | any class equity right must be at least one-third of |
of voting shares of that class, the Company may | the holders of issued shares of such class. |
convene the class meeting; if not, the Company | Where the number of voting shares represented |
shall within five days notify shareholders again | |
of the matters to be considered, the date and | by shareholders intending to attend the meeting |
venue of the meeting in the form of public | amounts to more than one half of the total number |
announcement. The Company may then convene | of voting shares of that class, the Company may |
the class meeting after such announcement. | convene the class meeting; if not, the Company |
(MP83) | shall within five days notify shareholders again |
of the matters to be considered, the date and | |
venue of the meeting in the form of public | |
announcement. The Company may then convene | |
the class meeting after such announcement. | |
(MP83) | |
Article 106 Directors shall be elected at general | Article 106Article 107Directors shall be elected |
meetings for a term of three years, which is | at general meetings for a term of three years, |
renewable upon re-election. The re-election term | which is renewable upon re-election. The re- |
of independent directors shall not exceed six | election term of independent directors shall not |
years. (MP87) | exceed six years. (MP87) |
Independent directors shall be elected by the | Independent directors shall be elected by the |
general meeting from candidates nominated by the | general meeting from candidates nominated by the |
board of directors, the board of supervisors or one | board of directors, the board of supervisors or one |
or more shareholders holding 1% or more of the | or more shareholders holding 1% or more of the |
issued shares of the Company, and other directors | issued shares of the Company, and other directors |
shall be elected by the general meeting from | shall be elected by the general meeting from |
candidates nominated by the board of directors or | candidates nominated by the board of directors or |
one or more shareholders holding 5% or more of | one or more shareholders holding 5% or more of |
the issued shares of the Company. | the issued shares of the Company. |
A notice of the intention to nominate a person as | A notice of the intention to nominate a person as |
director and a notice by that person indicating his | director and a notice by that person indicating his |
acceptance of such nomination shall be given to | acceptance of such nomination shall be given to |
the Company at least seven days before convening | the Company at least seven days before convening |
of the general meeting (the deadline for giving | of the general meeting (the deadline for giving |
the said notice shall be calculated from the | the said notice shall be calculated from the |
second day after the Company issues the notice of | second day after the Company issues the notice of |
election meeting and shall not be later than seven | election meeting and shall not be later than seven |
days before convening of the meeting). | days before convening of the meeting). |
21
Original Articles | Proposed Amendments |
The term of office of a director shall commence | The term of office of a director shall commence |
from the date of appointment until the expiry of | from the date of appointment until the expiry of |
the current session of the board of directors. If the | the current session of the board of directors. If the |
term of office of a director expires but re-election | term of office of a director expires but re-election |
is not made, the existing director shall continue to | is not made, the existing director shall continue to |
perform their duties in accordance with the laws, | perform their duties in accordance with the laws, |
administrative regulations, departmental rules and | administrative regulations, departmental rules and |
the provisions of the Articles of Association until | the provisions of the Articles of Association until |
a new director is elected and assumes office. | a new director is elected and assumes office. |
Prior to the maturity of his term, a director shall | Prior to the maturity of his term, a director shall |
not be removed without reason from his office by | not be removed without reason from his office by |
a general meeting. Subject to all relevant laws and | a general meeting. Subject to all relevant laws and |
administrative regulations and without prejudice | administrative regulations and without prejudice |
to any potential claim which may be made under | to any potential claim which may be made under |
any contract, the shareholders' general meeting | any contract, the shareholders' general meeting |
may by ordinary resolution remove any director | may by ordinary resolution remove any director |
before the expiration of his term of office. | before the expiration of his term of office. |
If a director fails to attend meeting of the board | If a director fails to attend meeting of the board |
of directors in person and fails to appoint any | of directors in person and fails to appoint any |
other director to attend on his behalf for two | other director to attend on his behalf for two |
consecutive times, he shall be deemed to be | consecutive times, he shall be deemed to be |
unable to perform his duties, and the board of | unable to perform his duties, and the board of |
directors shall propose to the general meeting for | directors shall propose to the general meeting for |
replacement. | replacement. |
22
Original Articles | Proposed Amendments |
A director may resign prior to the expiry of | A director may resign prior to the expiry of |
his term of service. When a director intends to | his term of service. When a director intends to |
resign, he shall submit a written resignation to | resign, he shall submit a written resignation to |
the board of directors. The independent directors | the board of directors. The independent directors |
shall explain their resignation or the situations | shall explain their resignation or the situations |
that may cause the attention of the Company's | that may cause the attention of the Company's |
shareholders and creditors at their discretion. | shareholders and creditors at their discretion. |
Where the resignation of a director results in the | Where the resignation of a director results in the |
number of directors falls below the minimum | number of directors falls below the minimum |
number prescribed in the regulations of the | number prescribed in the regulations of the |
Company Law or two-thirds of the number as | Company Law or two-thirds of the number as |
prescribed in the Articles of Association, or the | prescribed in the Articles of Association, or the |
independent directors fall below the number as | independent directors fall below the number as |
prescribed in the Articles of Association, the | prescribed in the Articles of Association, the |
resignation of such director shall come into effect | resignation of such director shall come into effect |
only upon filling the vacancy by the succeeding | only upon filling the vacancy by the succeeding |
director. Where the board of directors fails to | director. Where the board of directors fails to |
convene a general meeting for the purpose of re- | convene a general meeting for the purpose of re- |
election within two months after resignation of an | election within two months after resignation of an |
independent director, such independent director | independent director, such independent director |
shall not have further obligation to perform his | shall not have further obligation to perform his |
duties. | duties. |
Without violation of relevant laws and regulations | Without violation of relevant laws and regulations |
and the regulatory rules of the place where the | and the regulatory rules of the place where the |
Company is listed, any director appointed to fill | Company is listed, any director appointed to fill |
a casual vacancy or as an addition to the board | a casual vacancy or as an addition to the board |
of directors should hold office only until the next | of directors should hold office only until the next |
following annual general meeting of the Company | following annual general meeting of the Company |
and should then be eligible for re-election at the | and should then be eligible for re-election at the |
meeting. | meeting. |
Except under the aforesaid circumstances, the | Except under the aforesaid circumstances, the |
resignation of a director shall become effective | resignation of a director shall become effective |
when the report of resignation is served on the | when the report of resignation is served on the |
board of directors. | board of directors. |
The chairman shall be elected and removed by | The chairman shall be elected and removed by |
more than half of all the directors, shall serve a | more than half of all the directors, shall serve a |
term of three years and is eligible for re-election. | term of three years and is eligible for re-election. |
23
Original Articles | Proposed Amendments |
Article 118 Meetings of the board of directors | Article 118Article 119 Regular meetings of the |
shall be held at least twice a year and shall be | board of directors shall be held at leasttwicefour |
convened by the chairman. Notice of the regular | times a year at approximately quarterly intervals |
meeting of the board of directors shall be given at | and shall be convened by the chairman. Notice |
least 14 days in advance. (MP91) | of the regular meeting of the board of directors |
An extraordinary meeting of the board of directors | shall be given at least 14 days in advance. It is |
expected that each regular meeting of the board | |
may be held within five days after receipt of the | of directors shall have a majority of directors who |
proposal, if it is: | are entitled to attend the meeting attending in |
person, or participate actively through electronic |
- Proposed by shareholders representing more communication methods.(MP91) than 10% of the voting rights;
(II) Jointly proposed by more than one-third of | An extraordinary meeting of the board of directors | |||
may be held within five days after receipt of the | ||||
the directors; | proposal, if it is: | |||
(III) Deemed necessary by the chairman of | the | (I) | Proposed by shareholders representing more | |
board of directors; | than 10% of the voting rights; | |||
(IV)J o i n t l y p r o p o s e d b y m o r e t h a n | t w o | (II) | Jointly proposed by more than one-third of | |
independent directors; | the directors; | |||
(V) Proposed by the board of supervisors; | (III) Deemed necessary by the chairman of | the | ||
(VI)Proposed by the general manager. | board of directors; | |||
(IV)J o i n t l y p r o p o s e d b y m o r e t h a n | t w o | |||
independent directors; | ||||
(V) Proposed by the board of supervisors; | ||||
(VI)Proposed by the general manager. | ||||
A reasonable notice shall be given when the board | ||||
of directors convenes other meetings of the board | ||||
of directors. |
The provisions of the Articles of Association of the Company shall remain unchanged except for the change of serial numbers due to the increase or decrease of the above articles.
24
SHAREHOLDERS' APPROVAL AND CIRCULAR
The Proposed Articles Amendments are subject to the approval by the shareholders of the Company (the "Shareholders") at the forthcoming 2019 first extraordinary general meeting of the Company to be held on 26 November 2019 (the "EGM") by way of a special resolution.
The Board will also propose a resolution at the EGM to authorise the Board to make changes in industrial and commercial registration and make relevant adjustments and revisions to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities (including but not limited to adjustments and revisions to characters, chapters and articles) in the People's Republic of China.
By order of the Board
Flat Glass Group Co., Ltd.
Ruan Hongliang
Chairman
Jiaxing, Zhejiang Province, PRC,
5 November 2019
As at the date of this announcement, the executive directors of the Company are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu; and the independent non-executive directors of the Company are Dr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.
25
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Flat Glass Group Co. Ltd. published this content on 05 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 November 2019 13:29:04 UTC