China Glass : PROPOSED REDUCTION OF SHARE PREMIUM, ACCUMULATED LOSSES SET OFF, DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Glass Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected, for transmission to the purchaser or transferee.

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

PROPOSED REDUCTION OF SHARE PREMIUM

ACCUMULATED LOSSES SET OFF

DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the Special General Meeting of China Glass Holdings Limited to be held at Salons I

• II, Mezzanine Level, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 15 October 2019 at 9:30 a.m. or at any adjournment thereof is set out on pages 9 to 11 of this circular. A form of proxy for use at the Special General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www. chinaglassholdings.com).

Whether or not shareholders are able to attend the Special General Meeting , please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for the Special General Meeting (i.e. not later than 9:30 a.m. on Sunday, 13 October 2019) or at any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Special General Meeting or any adjournment thereof if they so wish.

References to times and dates in this circular are to Hong Kong times and dates.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

* For identification purpose only

20 September 2019

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Announcement"the announcement of the Company dated 11 September 2019 in relation to the proposed Reduction of Share Premium, Accumulated Losses Set Off and the Distribution

"Accumulated Losses Set Off" subject to the Reduction of Share Premium becoming effective, the application of an amount of HK$298,458,069 standing to the credit of the Contributed Surplus Account to set off against the accumulated losses of the Company

"Board"

"Bye-Laws"

"Company"

the board of Directors

the bye-law(s) of the Company currently in force

China Glass Holdings Limited（中國玻璃控股有限公司*), an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 3300)

"Companies Act"

"Contributed Surplus Account"

"Director(s)"

"Distribution"

The Companies Act 1981 of Bermuda as amended, supplemented or otherwise modified from time to time

the contributed surplus account of the Company

the director(s) of the Company

subject to the Reduction of Share Premium becoming effective, the proposed distribution of an amount of HK$36,202,941.16 (representing HK$0.02 per Share) out of the Contributed Surplus Account be made to the Shareholders whose names appear on the Company's register of members at the close of business on Friday, 18 October 2019, being the record date for determination of entitlement to the Distribution

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DEFINITIONS

"Effective Date"

"Group"

"HK$"

"Hong Kong"

"Listing Rules"

"PRC"

"Reduction of Share Premium"

"RMB"

"SGM" or

"Special General Meeting"

"SGM Notice"

the date on which the Reduction of Share Premium shall become effective, being (subject to compliance with Section 46(2) of the Companies Act) the business day immediately following the day of passing of the special resolution to approve the Reduction of Share Premium at the SGM

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

Hong Kong Special Administrative Region of the PRC

the Rules Governing the Listing of Securities on the Stock Exchange

The People's Republic of China (excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan)

1. the proposed reduction of the Share Premium Account by HK$334,661,010.16; and (ii) the transfer of the credit amount arising from such reduction to the Contributed Surplus Account

Renminbi, the lawful currency of the PRC

the special general meeting of the Company to be convened and held at Salons I & II, Mezzanine Level, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 15 October 2019 at 9:30 a.m. or at any adjournment thereof, for the Shareholders to consider and approve the resolution contained in the SGM Notice

the notice convening the SGM as set out on pages 9 to 11 of this circular

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DEFINITIONS

"Share(s)"

"Shareholder(s)"

"Share Premium Account"

"Stock Exchange"

• For identification purpose only

ordinary share(s) of par value HK$0.05 each in the issued share capital of the Company

holder(s) of the Share(s) from time to time

the share premium account of the Company

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

Directors:	Registered Office:
Executive Director	Victoria Place, 5th Floor
Mr. Cui Xiangdong (Chief Executive Officer)	31 Victoria Street
	Hamilton HM 10
Non-executive Directors	Bermuda
Mr. Peng Shou (Chairman)
Mr. Zhao John Huan	Principal Place of Business in Hong Kong:
Mr. Zhou Cheng (Honorary Chairman)	Unit 2608, 26/F, West Tower
Mr. Zhang Jinshu	Shun Tak Centre
	168-200 Connaught Road
Independent Non-executive Directors	Central
Mr. Zhang Baiheng	Hong Kong
Mr. Zhao Lihua
Mr. Chen Huachen
	20 September 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED REDUCTION OF SHARE PREMIUM

ACCUMULATED LOSSES SET OFF

DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement.

The purpose of this circular is to provide the Shareholders with (i) further information regarding the resolution to be proposed at the SGM for the approval of the Reduction of Share Premium, the Accumulated Losses Set Off and the Distribution; and (ii) the SGM Notice.

• For identification purpose only

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LETTER FROM THE BOARD

BACKGROUND

The Board is pleased to announce that, the Board has recommended the declaration of a Distribution of an amount of HK$36,202,941.16 (representing HK$0.02 per Share) out of the Contributed Surplus Account after the Reduction of Share Premium becoming effective.

REDUCTION OF SHARE PREMIUM, ACCUMULATED LOSSES SET OFF AND THE DISTRIBUTION

Reference is made to the Announcement in which the Directors announced its proposal

1. to reduce the Share Premium Account by HK$334,661,010.16 and transfer the credit amount arising from such reduction to the Contributed Surplus Account; (ii) to apply an amount of HK$298,458,069 standing to the credit of the Contributed Surplus Account to set off against the accumulated losses of the Company; and (iii) to make a distribution of an amount of HK$36,202,941.16 (representing HK$0.02 per Share) out of the Contributed Surplus Account, payable to the Shareholders whose names appear on the register of members of the Company at the close of business on Friday, 18 October 2019, being the record date for determination of entitlement to the Distribution, after the Reduction of Share Premium becoming effective.

In order to qualify for the proposed Distribution, properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 18 October 2019, for registration.

Effect of the Reduction of Share Premium

The Reduction of Share Premium does not involve any reduction in the authorized or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares.

Implementation of the Reduction of Share Premium will not, of itself, affect the underlying assets, liabilities, business operations, management or financial position of the Company or the interests of the Shareholders as a whole or the share capital of the Company other than related expenses incurred.

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LETTER FROM THE BOARD

Conditions of the Reduction of Share Premium, the Accumulated Losses Set Off and the Distribution

The Reduction of Share Premium, the Accumulated Losses Set Off and the Distribution are conditional upon, inter alia, the following being fulfilled:

1. the passing of a special resolution by the Shareholders to approve (1) the Reduction of Share Premium; (2) the Accumulated Losses Set Off; and (3) the Distribution at the SGM;
2. compliance with section 46(2) of the Companies Act, including (a) the publication of a notice of the Reduction of Share Premium in an appointed newspaper in Bermuda on a date not more than thirty days and not less than fifteen days before the Effective Date; and (b) the Directors being satisfied that on the Effective Date, there are no reasonable grounds for believing that the Company is, or after the Reduction of Share Premium will be unable to pay its liabilities as they become due; and
3. compliance with the relevant legal procedures and requirements under the Companies Act and the Bye-Laws to effect the Reduction of Share Premium and the Distribution.

Subject to the fulfilment of the above conditions, it is expected the Reduction of Share Premium and the Accumulated Losses Set Off will become effective on the business day immediately following the date of passing of the special resolution to approve the Reduction of Share Premium and the Accumulated Losses Set Off.

Subject to the Reduction of Share Premium and the Distribution having been approved by the Shareholders, the Distribution is expected to be paid to the Shareholders on or before Thursday, 31 October 2019.

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LETTER FROM THE BOARD

Reasons for the Reduction of Share Premium, the Accumulated Losses Set Off and the Distribution

The Board considers it appropriate to make the Distribution to repay the Shareholders' continuous support.

The Company is an investment holding company incorporated in Bermuda, the major incomes of which are principally dividends declared and paid by its operating subsidiaries. The Directors understand that it is prohibited under the Companies Act and the Bye-Laws from declaring dividends to the Shareholders when the Company has accumulated losses and no profits for the financial period. The Directors consider that the Reduction of Share Premium and the Accumulated Losses Set Off will allow the Company to eliminate its accumulated losses, thus providing more flexibility for future dividend distribution plans.

The Directors consider that the current losses position of the Company on an unconsolidated basis is temporary. The Company's consolidated financial position remains sound with satisfactory earnings during the six months ended 30 June 2019, and its operating subsidiaries in the PRC have sufficient reserves for profit distribution. Having considered the current financial position of the Group, in particular the Group's unaudited profit of RMB50,143,000 for the six months ended 30 June 2019, the Directors consider it appropriate to make certain distributions to the Shareholders. The Directors consider that the Reduction of Share Premium, the Accumulated Losses Set Off and the Distribution are beneficial to the Company and the Shareholders as a whole.

SGM AND PROXY ARRANGEMENT

Pursuant to Rule 13.39(4) of the Listing Rules, the resolution set out in the SGM Notice will be decided by poll. An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under the Listing Rules. The SGM Notice is set out on pages 9 to 11 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use in connection with the SGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.chinaglassholdings.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for the SGM (i.e. not later than 9:30 a.m. on Sunday, 13 October 2019) or at any adjournment thereof. Completion and delivery of the form of proxy will not preclude the Shareholder(s) from attending and voting at the SGM or any adjournment thereof if they so wish.

Shareholders whose names appear on the Register of Members of the Company on Tuesday, 15 October 2019 are entitled to attend and vote at the SGM. For ascertaining Shareholders' entitlement to attend and vote at the SGM, the Register of Members of the Company will be closed from Thursday, 10 October 2019 to Tuesday, 15 October 2019, both days inclusive. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 9 October 2019.

RECOMMENDATION

The Directors are of the opinion that the proposed Reduction of Share Premium, the Accumulated Losses Set off and the Distribution are in the best interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

China Glass Holdings Limited

Peng Shou

Chairman

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NOTICE OF SPECIAL GENERAL MEETING

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Special General Meeting of China Glass Holdings Limited (the "Company") will be held at Salons I & II, Mezzanine Level, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 15 October 2019 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

"THAT:

1. with effect on the business day immediately following the date of passing of this special resolution, or such time or such other date and/or time as the directors of the Company (the "Directors") may determine (i) the share premium account of the Company be reduced by HK$334,661,010.16 and the credit amount arising from such reduction be transferred to the contributed surplus account of the Company (the "Contributed Surplus Account") (together, the "Reduction of Share Premium");
2. 1. subject to the Reduction of Share Premium becoming effective, an amount of HK$298,458,069 standing to the credit of the Contributed Surplus Account be applied to set off against the accumulated losses of the Company (the "Accumulated Losses Set Off"); and (iii) subject to the Reduction of Share Premium becoming effective, a distribution of an amount of HK$36,202,941.16 (representing HK$0.02 per share) out of the Contributed Surplus Account (the "Distribution") be made to the shareholders of the Company whose names appear on the Company's register of members at the close of business on Friday, 18 October 2019; and

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

1. the Directors, acting collectively and individually, be and are hereby authorised to do all such acts and things, make all necessary filings, and to approve, sign, execute, seal and deliver all such documents which he may in his absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the above resolution."

By Order of the Board

China Glass Holdings Limited

Peng Shou

Chairman

Hong Kong, 20 September 2019

Notes:

1. The resolution at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy or, if he holds two or more shares, may appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. The form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.
4. The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office 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 forty-eight (48) hours before the time appointed for the meeting (i.e. not later than 9:30 a.m. on Sunday, 13 October 2019) or at any adjournment thereof.
5. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and in such event, the form of proxy shall be deemed to be revoked.

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NOTICE OF SPECIAL GENERAL MEETING

1. In the case of joint registered holders of any share, any one of such joint holders may vote at the above meeting, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the Register of Members of the Company in respect of the relevant joint holding.
2. Shareholders whose names appear on the Register of Members of the Company on Tuesday, 15 October 2019 are entitled to attend and vote at the above meeting. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Thursday, 10 October 2019 to Tuesday, 15 October 2019, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company shall ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 9 October 2019.
3. In order to qualify for the proposed Distribution, properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 18 October 2019.
4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
5. As at the date of this notice, the board of Directors comprises Mr. Cui Xiangdong as executive Director; Mr. Peng Shou, Mr. Zhao John Huan, Mr. Zhou Cheng and Mr. Zhang Jinshu as non-executive Directors; and Mr. Zhang Baiheng, Mr. Zhao Lihua and Mr. Chen Huachen as independent non-executive Directors.

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