China Glass : 2017-08-24Circular – Major Transaction – New Finance Lease Arrangement and Notice of ...

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 to the purchaser or transferee or to the bank, stockbroker 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)

MAJOR TRANSACTION -

NEW FINANCE LEASE ARRANGEMENT AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM (as defined hereafter) of China Glass Holdings Limited to be held on Tuesday,

12 September 2017 at 9:30 a.m., at Stanley Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong or at any adjournment thereof is set out on pages 19 to 20 in this circular. Whether or not shareholders are able to attend the SGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event no later than forty-eight (48) hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or any adjourned meeting if they so wish.

* For identification purpose only

25 August 2017

Page

Definitions ...... ....... ........ ....... ....... ........ ....... ........ ....... .. 1-3

Letter from the Board 4-12

Appendix I - Financial Information of the Group 13-14

Appendix II - General Information 15-18

Notice of Special General Meeting 19-20

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

''Announcement'' the announcement of the Company dated 1 August 2017 in relation to, among other things, the New Finance Lease Arrangement

''Board'' the board of Directors of the Company

''Company'' China Glass Holdings Limited (Stock Code: 3300), a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange

''Directors'' the directors of the Company

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date'' 21 August 2017, being the latest practicable date prior to

the printing of this circular for the purpose of ascertaining certain information for inclusion herein

''Lease Period'' three (3) years commencing from the date on which the Purchase Price is paid to the Lessor

''Leaseback Agreement'' the leaseback agreement entered into between Suqian

Electronic Glass and the Lessor on 1 August 2017, pursuant to which the Leased Asset will be leased back to Suqian Electronic Glass for a period of three (3) years

''Leased Asset'' certain machinery and equipment for the 400 tons per day glass production line of Suqian Electronic Glass (does not include the leased asset under the Existing Finance Lease Arrangements)

''Lessor'' Xinxin Finance Leasing Company Limited*（芯鑫融資租賃

有限責任公司）, a company incorporated in the PRC with limited liability

''Listing Rules'' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

''New Finance Lease Arrangement''

the arrangement contemplated under the Ownership Transfer Agreement and the Leaseback Agreement

''Ownership Transfer Agreement''

the ownership transfer agreement entered into between Suqian Electronic Glass and the Lessor on 1 August 2017, pursuant to which Suqian Electronic Glass conditionally agreed to sell, and the Lessor conditionally agreed to purchase, the Leased Asset owned by Suqian Electronic Glass

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

''RMB'' Renminbi, the lawful currency of the PRC

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''SGM'' the special general meeting of the Company to be held on Tuesday, 12 September 2017 at 9:30 a.m. at Stanley Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the Shareholders to consider and approve the resolution set out in the notice of the SGM

''Shareholders'' the holders of the Shares of the Company

''Shares'' ordinary shares of HK$0.05 each in the issued share capital of the Company

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Suqian Electronic Glass'' Suqian CNG Electronic Glass Company Limited*（宿遷中

玻電子玻璃有限公司 ）, a limited liability company established in the PRC and an indirectly wholly-owned

subsidiary of the Company