China Glass : 2017-12-27Announcement – Connected Transaction Relating to Purchase of Share Pursuant...

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CHINA GLASS HOLDINGS LIMITED ʕ਷ޚᆨછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

CONNECTED TRANSACTION RELATING TO

PURCHASE OF SHARES PURSUANT TO

THE SHARE AWARD SCHEME

PURCHASE OF SHARES PURSUANT TO THE SCHEME

The Board announces that the Company paid an amount of HK$58,000,000 to the Trustee for the Trustee to purchase an aggregate of 86,000,000 Shares from Pilkington Group on 27 December 2017 for the purpose of the Scheme. The Shares so purchased by the Trustee shall constitute part of the Trust Fund and be held by the Trustee for the benefit of the Employees (other than the Excluded Employees).

LISTING RULES IMPLICATIONS

As at the date of this announcement, Pilkington Group is a substantial shareholder of the Company which directly owns as to 11.60% of the issued share capital of the Company, and thus a connected person of the Company pursuant to the Listing Rules.

Accordingly, the Share Purchase constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Share Purchase exceed 0.1% but all of the applicable percentage ratios are less than 5%, the Share Purchase is therefore subject to the annual reporting and announcement requirements but exempt from the independent shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

Reference is made to the announcement of the Company dated 12 December 2011 in relation to the adoption of the Scheme by the Board (the "2011 Announcement"). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as defined in the 2011 Announcement.

The Board announces that the Company paid an amount of HK$58,000,000 to the Trustee for the Trustee to purchase an aggregate of 86,000,000 Shares from Pilkington Group on 27 December 2017 for the purpose of the Scheme (the "Share Purchase"). The Shares so purchased by the Trustee shall constitute part of the Trust Fund and be held by the Trustee for the benefit of the Employees (other than the Excluded Employees). Details of the Share Purchase and the latest information about the Shares held by the Trustee are set out as follows:

THE PURCHASE OF SHARES PURSUANT TO THE SCHEME

Trade date:	27 December 2017
Settlement date:	two business days after the trade date
Total number of	86,000,000 Shares, representing approximately 4.75%
Shares purchased:	of the issued share capital of the Company as at the
date of this announcement.
Purchase price per Share:	HK$0.663
The purchase price represents a discount of
approximately 5% to the average closing price of
HK$0.698 per Share as quoted on the Stock Exchange
for the twenty trading days immediately prior to and
excluding the date of this announcement. The closing
price was HK$0.73 per Share as quoted on the Stock
Exchange on the date of this announcement.
Total consideration:	HK$57,018,000
Number of Shares held by the	86,000,000 Shares, representing approximately 4.75%
Trustee immediately after	of the issued share capital of the Company as at the
the Share Purchase:	date of this announcement.
2

REASONS FOR AND BENEFITS OF ENTERING INTO THE SHARE PURCHASE

The purpose of the Scheme is to recognise the contributions made by certain Employees and to provide them with incentives in order to retain them for the continual operation and development of the Group, and to attract suitable personnel for further development of the Group.

The Board (including the independent non-executive Directors) believes that the Share Purchase would facilitate the operation of the Scheme as (i) the Company wishes to set aside a pool of Shares held under the Trust available for allocation to the Selected Employee(s) under the Scheme from time to time as the Board determine, pursuant to the Scheme Rules for participation in the Scheme; (ii) the purchase of such Shares from Pilkington Group offers an opportunity to purchase a relatively large amount of Shares for the Scheme at a certain purchase price with discount compared to the recent trading price; and (iii) the liquidity of the Shares on the market is currently low and the Share Purchase allow the Trustee to acquire the Shares at the terms and price approved by the Company.

Taking into account the benefits of the Share Purchase and having considered the basis of the purchase price of the Share under the Share Purchase, the Board (including the independent non-executive Directors) believes that the terms of the Share Purchase are fair and reasonable, are on normal commercial terms and in the ordinary and usual course of business of the Group and are in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Share Purchase or was required to abstain from voting on the relevant resolutions of the Board.

INFORMATION ON THE GROUP AND THE PARTIES TO THE SHARE PURCHASE

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.

Pilkington Group

Pilkington Group is a company registered in England and Wales with limited liability and directly owns 11.60% of the issued share capital of the Company. It is principally engaged in investment holding. The original acquisition cost of the Shares subject to the Share Purchase by Pilkington Group was approximately HK$1.75 per Share.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Pilkington Group is a substantial shareholder of the Company which directly owns as to 11.60% of the issued share capital of the Company, and thus a connected person of the Company pursuant to the Listing Rules. Accordingly, the Share Purchase constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Share Purchase exceed 0.1% but all of the applicable percentage ratios are less than 5%, the Share Purchase is therefore subject to the annual reporting and announcement requirements but exempt from the independent shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

By Order of the Board China Glass Holdings Limited

Cui Xiangdong

Chief Executive Officer

Hong Kong, 27 December 2017

In this announcement, unless the context requires otherwise, the terms "connected person(s)", "connected transaction(s)", "percentage ratio(s)" and "substantial shareholder(s)", shall have the meaning given to such terms in the Listing Rules.

As at the date of this announcement, the directors of the Company are as follows:

Executive director:

Mr. Cui Xiangdong (Chief Executive Officer)

Non-executive directors:

Mr. Peng Shou (Chairman); Mr. Zhao John Huan; Mr. Zhou Cheng (Honorary Chairman); and Mr. Tang Liwei

Independent non-executive directors:

Mr. Zhang Baiheng; Mr. Zhao Lihua; and Mr. Chen Huachen

* For identification purpose only