China Glass : 2017-08-30Discloseable Transaction - Dongtai Finance Lease Arrangement

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.

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

DISCLOSEABLE TRANSACTION DONGTAI FINANCE LEASE ARRANGEMENT

The Board would like to announce that on 29 August 2017, Dongtai China Glass (as lessee) entered into the Finance Lease Agreement with the Lessor. Pursuant to the Finance Lease Agreement, the Lessor has agreed, among other things, to (i) purchase the Leased Asset from Dongtai China Glass at a consideration of RMB150 million, and (ii) lease the Leased Asset to Dongtai China Glass for a period of three (3) years with an aggregate lease payment of approximately RMB164.65 million, which is to be payable by Dongtai China Glass to the Lessor in nine (9) instalments.

As one or more of the applicable percentage ratios in respect of the Dongtai Finance Lease Arrangement is more than 5% but are all less than 25%, the Dongtai Finance Lease Arrangement constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

THE FINANCE LEASE AGREEMENT

The principal terms of the Finance Lease Agreement are set out below: Date: 29 August 2017

Parties:

1. the Lessor (as purchaser and the lessor); and

2. Dongtai China Glass (as seller and the lessee).

Purchase of the Leased Asset

As part of the Dongtai Finance Lease Arrangement and pursuant to the Finance Lease Agreement, the Lessor agreed to procure from Dongtai China Glass, the Leased Asset, at a consideration of RMB150 million (the "Purchase Price"). Pursuant to the Dongtai Finance Lease Arrangement, the Leased Asset will be leased back by the Lessor to Dongtai China Glass. The Purchase Price was determined after arm's length negotiations between the parties to the Finance Lease Agreement with reference to the net book value of the Leased Asset, which is approximately RMB153 million.

Lease back of the Leased Asset

As part of the Dongtai Finance Lease Arrangement and pursuant to the Finance Lease Agreement, the Lessor agreed to lease the Leased Asset to Dongtai China Glass for a period of three (3) years.

Lease Payments

The aggregate lease payments (the "Lease Payments") payable by Dongtai China Glass to the Lessor under the Finance Lease Agreement shall be approximately RMB164.65 million, comprising (i) the principal amount of RMB150 million, which is equal to the Purchase Price; (ii) interest payments of approximately RMB9.7 million, estimated based on the annual interest rate of approximately 4.75% (determined and may be adjusted with reference to the benchmark interest rate for RMB loans with the same maturity as the Lease Period as promulgated by the People's Bank of China from time to time); and (iii) a service fee of RMB4.95 million for provision of consulting services by the Lessor, in relation to business consulting, industry competition analysis, financial planning consulting and process optimisation and improvement. The principal amount and the interest payments are payable in nine (9) instalments during the Lease Period in accordance with the payment schedule provided in the Finance Lease Agreement. The Lease Payments were determined after arm's length negotiations between the parties to the Finance Lease Agreement with reference to the prevailing market rates for finance leases for similar assets.

Deposit

Pursuant to the Finance Lease Agreement, Dongtai China Glass shall pay a deposit (free from interests) of RMB15 million to the Lessor. If Dongtai China Glass fails to pay the lease payments or any other liabilities under the Finance Lease Agreement in time, the Lessor is entitled to deduct the corresponding amount from the deposit and Dongtai China Glass is required to immediately replenish the Deposit. The Lessor may use the Deposit to set off any outstanding Lease Payments. At the end of the Lease Period, if Dongtai China Glass has not breached any of the terms of the Lease Agreement or if a breach has occurred but has been remedied by Dongtai China Glass, the deposit may be returned to Dongtai China Glass.

Ownership of the Leased Asset

At the end of the Lease Period and subject to payment by Dongtai China Glass of (i) all amounts due under the Finance Lease Agreement; and (ii) a nominal repurchase price of RMB100, the ownership of the Leased Asset will be transferred back to Dongtai China Glass.

THE GUARANTEE BY TRIUMPH GROUP COMPANY

In connection with the Finance Lease Agreement, Triumph Group Company agreed to provide guarantee to the Lessor for the liabilities of Dongtai China Glass under the Finance Lease Agreement.

REASONS FOR AND BENEFITS OF THE DONGTAI FINANCE LEASE ARRANGEMENT

The terms of the Dongtai Finance Lease Arrangement, including, the Purchase Price and the Lease Payments, were determined after arm's length negotiations with reference to the net book value of the Leased Asset, which is approximately RMB153 million and the prevailing market rates for finance leases for similar assets. The Directors are of the view that the Group will be able to replenish the operating cash of the Company through the Dongtai Finance Lease Arrangement and that the terms and conditions of the Dongtai Finance Lease Arrangement are on normal commercial terms, fair and reasonable and in the interest of the Company and its Shareholders as a whole.

INFORMATION ABOUT THE RELEVANT PARTIES The Company and the Group

The Company is an investment holding company. The Group is one of China's leading manufacturers of flat glass, specialised in the research and development, manufacturing and selling of a variety of building coated glass, energy-efficient and environmental- friendly glass and new-energy products, in which it occupies a leading technological position.

Dongtai China Glass is an indirectly wholly-owned subsidiary of the Company. Dongtai China Glass is a limited liability company established in the PRC and is principally engaged in the business of the production, marketing and distribution of float glass and online Low-E glass products.