Fuyao Glass Industry : POLL RESULTS OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

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.

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

(Stock Code: 3606)

POLL RESULTS OF THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

The Board of Directors is pleased to announce that the EGM was held 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 Wednesday, October 30, 2019. All the resolutions proposed as set out in the EGM Notice were duly passed, without any amendments thereto, by the Shareholders and proxies with voting rights who attended the EGM by way of poll.

On the same date, the Company held the twelfth meeting of the ninth session of the Board of Directors, at which the Board of Directors resolved to appoint Mr. Qu Wenzhou as the chairman of the Audit Committee and Mr. Liu Jing as the chairman of the Remuneration and Assessment Committee of the Board.

References are made to the announcement of Fuyao Glass Industry Group Co., Ltd. (the "Company") dated August 29, 2019, the circular (the "Circular") and the notice (the "EGM Notice") of the 2019 first extraordinary general meeting (the "EGM") of the Company, both dated September 12, 2019, in relation to the change in composition of the board of directors of the Company (the "Board" or "Board of Directors") and its committees as well as the proposed appointments of directors and supervisors. Unless the context otherwise requires, the terms used in this announcement shall have the same meaning as those defined in the Circular and the EGM Notice.

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The Board of Directors of the Company is pleased to announce that the EGM was held 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 Wednesday, October 30, 2019. All the resolutions proposed as set out in the EGM Notice were duly passed, without any amendments thereto, by the Shareholders and proxies with voting rights who attended the EGM by way of poll.

On the same date, the Company held the twelfth meeting of the ninth session of the Board of Directors, at which the Board of Directors resolved to appoint Mr. Qu Wenzhou as the chairman of the Audit Committee and Mr. Liu Jing as the chairman of the Remuneration and Assessment Committee of the Board.

1. THE EGM
   1. Convening and attendance of the EGM
   As at the date of the EGM, the total number of shares of the Company in issue was 2,508,617,532 shares, comprising 2,002,986,332 A shares and 505,631,200 H shares; the total number of shares entitling the shareholders of the Company (the "Shareholders") to attend and vote for or against the resolutions proposed at the EGM was 2,508,617,532 shares, representing 100% of the total number of issued shares of the Company. None of the Shareholders was required to abstain from voting on any resolution proposed at the EGM under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"); there were no shares entitling the holders to attend the EGM but required to abstain from voting in favour of the resolutions of the EGM under Rule 13.40 of the Listing Rules; none of the Shareholders has stated his/her/its intention in the Circular to vote against or to abstain from voting on any resolutions of the EGM. All the resolutions of the EGM were put to vote by way of poll.

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The Shareholders, either in person or by proxy, attending the on-site meeting of the EGM and voting on the internet, held a total of 1,351,481,535 shares, representing 53.873559% of the Company's total shares with voting rights.

Number of Shareholders and proxies attending the on-
site meeting of the EGM	47
Including: number of A Shareholders	46
number of H Shareholders	1
Total shares held with voting rights (share)	1,351,481,535
Including: total shares with voting rights held by
A Shareholders (share)	978,895,192
total shares with voting rights held by H
Shareholders (share)	372,586,343
Proportion in the Company's total shares with
voting rights	53.873559%
Including: proportion of shares held by A Shareholders
to the Company's total shares with
voting rights	39.021301%
proportion of shares held by H Shareholders
to the Company's total shares with
voting rights	14.852258%

The EGM was convened by the Board and chaired by Mr. Tso Fai, the Vice Chairman of the Board. Both the on-site voting and internet voting were adopted for convening the meeting. The convening and holding of the EGM were in compliance with the requirements of the relevant laws, regulations and rules including the Company Law of the People's Republic of China (the "Company Law"), the Rules of Procedure of the General Meetings of Shareholders of Listed Companies (2016 Revision) (CSRC Notice [2016] No.

1. (the "Rules for General Meetings") and the Implementation Rules for Online Voting at the General Meeting of Shareholders of Listed Companies of Shanghai Stock Exchange (2015 Revision) (the "Implementation Rules for Online Voting"), the articles of association of the Company (the "Articles of Association") and the listing rules of the stock exchanges on which the shares of the Company are listed, and the resolutions made at the EGM are lawful and valid.

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The Company has eight Directors and two Supervisors, and five Directors and two Supervisors attended the EGM. Mr. Cho Tak Wong, the Chairman of the Board, did not attend the EGM due to the business trip, Mr. Wu Shinong, a Director of the Company, and Mr. Wu Yuhui, an independent non-executive Director, did not attend the EGM due to business engagement. Ms. Li Xiaoxi, the secretary to the Board, attended the EGM. Mr. Ye Shu, the president of the Company, and Mr. Chen Juli, a vice president of the Company, sat in on the EGM. Mr. Ye Shu, a candidate for non-independent executive Director of the Company, and Mr. Liu Jing and Mr. Qu Wenzhou, two candidates for independent non-executive Director sat in on the EGM.

2. Poll Results of the EGM

1. Pursuant to the requirements of the Listing Rules, the resolutions proposed at the EGM were voted by way of poll. The poll results in respect of the resolutions proposed at the EGM are as follows:

		For		Against	Abstain
	Ordinary resolutions
	Number of		Percentage	Number of	Percentage	Number of	Percentage
		shares voted		%	shares voted	%	shares voted	%
1.	Resolution on election of Mr. Ye Shu	1,345,545,155		99.560750	5,199,880	0.384754	736,500	0.054496
	as an executive Director of the ninth
	session of the Board of Directors

As more than half of the votes were cast in favour of the abovementioned resolution, the abovementioned resolution was duly passed as an ordinary resolution.

2.	Resolution on election of Mr. Ma	1,348,856,235	99.805747	48,800	0.003610	2,576,500	0.190643
	Weihua as a Supervisor of the ninth
	session of the Board of Supervisors

As more than half of the votes were cast in favour of the abovementioned resolution, the abovementioned resolution was duly passed as an ordinary resolution.

3.	Resolution on election of two	Resolutions subject to cumulative votingNote
	independent non-executive Directors	Number of votes in favour	Percentage of valid votes in total
		of the resolution	shares with voting rights held by
			shareholders attending the meeting(%)
3.01	Resolution on election of Mr. Liu	1,336,052,251	98.858343
	Jing as an independent non-executive
	Director of the ninth session of the
	Board of Directors
3.02	Resolution on election of Mr. Qu	1,336,052,249	98.858343
	Wenzhou as an independent non-
	executive Director of the ninth session
	of the Board of Directors

As more than half of the votes were cast in favour of the abovementioned resolutions, the abovementioned resolutions were duly passed as ordinary resolutions.

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Note: According to the Articles of Association, cumulative voting shall be used in respect of Resolution No. 3. Where the votes cast for a particular candidate for an independent non-executive Director of the Company are more than half of the total number of shares with voting rights held by all Shareholders attending the EGM (as calculated on a non-cumulative basis), such candidate shall be elected as an independent non-executive Director of the Company.

1. Pursuant to the requirements of the relevant laws and regulations of the PRC, the Company discloses the poll results of the A Shareholders (excluding Directors, Supervisors and senior management) who separately or collectively held less than 5% (exclusive) of the total issued share capital of the Company in respect of the No. 1 and No. 3 resolutions proposed at the EGM as follows:

（i） Resolution subject to non-cumulative voting

			For	Against	Abstain
				Percentage in		Percentage in		Percentage in
				total shares		total shares		total shares
	Ordinary resolution	Number		with voting	Number	with voting	Number	with voting
		rights held	rights held	rights held
	of shares		of shares	of shares
			by minority	by minority	by minority
		represented		represented	represented
				shareholders		shareholders		shareholders
				attending the		attending the		attending the
				meeting(%)		meeting(%)		meeting(%)
1.	Resolution on election of Mr. Ye	251,499,101		99.945119	138,000	0.054841	100	0.000040
	Shu as an executive Director of
	the ninth session of the Board of
	Directors

As more than half of the votes were cast in favour of the abovementioned resolution, the abovementioned resolution was duly passed as an ordinary resolution.

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（ii）Resolutions subject to cumulative voting

			Percentage of valid votes in total
	Ordinary resolutions	Number of votes in favour	shares with voting rights held by
	of the resolution	minority shareholders attending
			the meeting (%)
3	Resolution on the election of two independent non-executive Directors
3.01	Resolution on election of Mr.	236,944,317	94.161084
	Liu Jing as an independent
	non-executive Director of the
	ninth session of the Board of
	Directors
3.02	Resolution on election of	236,944,315	94.161084
	Mr. Qu Wenzhou as an
	independent non-executive
	Director of the ninth session
	of the Board of Directors

As more than half of the votes were cast in favour of the abovementioned resolutions, the abovementioned resolutions were duly passed as ordinary resolutions.

The full text of the abovementioned resolutions is set out in the Circular and the EGM Notice (both dated September 12, 2019) of the Company.

Computershare Hong Kong Investor Services Limited, Fujian Zenith Law Firm (the PRC legal advisor of the Company), shareholder representatives and supervisor representatives acted as the scrutineers of the EGM.

3. WITNESSING BY LAWYER

Fujian Zenith Law Firm, the PRC legal advisor of the Company, witnessed the EGM and is of the opinion that the convening and holding procedures of the EGM conform to the requirements under the Company Law, the Rules for General Meetings, Implementation Rules for Online Voting and the Articles of Association; that the convener and attendees of the EGM satisfy the respective eligibility requirements; and that the voting procedures and results of the EGM are both legitimate and valid.

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1. APPOINTMENTS OF MEMBERS OF THE COMMITTEES UNDER THE BOARD
   As resolved by the Board of Directors at the meeting on August 28, 2019, and upon the election of Mr. Qu Wenzhou and Mr. Liu Jing as independent non- executive directors of the Company being considered and approved at the EGM, the appointment of Mr. Qu Wenzhou as a member of Remuneration and Assessment Committee and Audit Committee has taken effect, and the appointment of Mr. Liu Jing as a member of Remuneration and Assessment Committee and Nomination Committee has also taken effect.
   As further considered and approved by the Board of Directors, with effect from October 30, 2019, Mr. Qu Wenzhou serves as the chairman of the Audit Committee and Mr. Liu Jing serves as the chairman of the Remuneration and Assessment Committee of the Board.
   The composition of each of the Audit Committee, the Nomination Committee, the Remuneration and Assessment Committee and the Strategy and Development Committee is as below:

	R e m u n e r a t i o n a n d A s s e s s m e n t
Audit Committee	Committee
Mr. Qu Wenzhou (Chairman)	Mr. Liu Jing (Chairman)
Ms. Zhu Dezhen	Mr. Cho Tak Wong
Ms. Cheung Kit Man Alison	Mr. Qu Wenzhou

Nomination Committee	Strategy and Development Committee
Ms. Cheung Kit Man Alison (Chairman) Mr. Cho Tak Wong (Chairman)
Mr. Tso Fai	Mr. Tso Fai
Mr. Liu Jing	Ms. Cheung Kit Man Alison

By order of the Board

Fuyao Glass Industry Group Co., Ltd.

Cho Tak Wong

Chairman

Fuzhou, Fujian, the PRC

October 31, 2019

As of the date of this announcement, 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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