China Glass : 2018-12-03NOTICE OF SPECIAL GENERAL MEETING

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CHINA GLASS HOLDINGS LIMITED ʕ਷ޚᆨછٰϞࠢʮ̡*

(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 on Friday, 21 December 2018 at 9:30 a.m., at Taishan Room, Level 5, Island Shangri-La Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong for the purposes of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT: (a) both:

(i) the finance lease agreement dated 14 November 2018 entered into among Weihai CNG New Technology Glass Ltd.*€۾ऎʕޚอҦஔ ޚᆨϞࠢʮ̡ ("Weihai CNG"), Ping An International Financial Leasing Co., Ltd.* €̻τ਷ყፄ༟ॡ༣Ϟࠢʮ̡ (" Ping An Financial Leasing") and Ping An International Financial Leasing (Tian Jin) Co., Ltd.*€̻τ਷ყፄ༟ॡ༣€˂ݵϞࠢʮ̡("Ping An Financial Leasing (Tian Jin)") (the "Weihai Finance Lease Agreement"); and

(ii) the service agreement dated 14 November 2018 entered into between

Weihai CNG and Ping An Financial Leasing (Tian Jin) (the "Weihai Service Agreement"),

and the transactions contemplated thereunder (collectively, the "Weihai Finance Lease Arrangement") and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified; and

(b) any one of the directors of the Company (the "Directors" and each, a

"Director") or the company secretary of the Company (the "Company Secretary") be and is hereby authorised to do all such acts and things, make all necessary filings and negotiate, approve, agree, sign, initial, ratify and/ or execute for and on behalf of the Company any other letters, notices, acknowledgements, consents, waivers, agreements or other documents in which the Company is a party or is otherwise interested as such Director or the Company Secretary may consider necessary or desirable in the context of the Weihai Finance Lease Arrangement or in connection with the Weihai Finance Lease Agreement and/or the Weihai Service Agreement. To the extent that any such other document requires execution as a deed, the seal of the Company be affixed to any such document and such document be signed by a Director and the Company Secretary or any two Directors."

2. "THAT: (a) both:

• (i) the finance lease agreement dated 14 November 2018 entered into among Zhongbo Technology Co., Ltd.*€ʕޚ߅ҦϞࠢʮ̡("CNG Technology"), Ping An Financial Leasing and Ping An Financial Leasing (Tian Jin) (the "First CNG Finance Lease Agreement"); and

• (ii) the service agreement dated 14 November 2018 entered into between CNG Technology and Ping An Financial Leasing (Tian Jin) (the "First

  CNG Service Agreement"),

and the transactions contemplated thereunder (collectively, the "First CNG Finance Lease Arrangement") and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified; and

(b) any one of the Directors or the Company Secretary be and is hereby authorised to do all such acts and things, make all necessary filings and negotiate, approve, agree, sign, initial, ratify and/or execute for and on behalf of the Company any other letters, notices, acknowledgements, consents, waivers, agreements or other documents in which the Company is a party or is otherwise interested as such Director or the Company Secretary may consider necessary or desirable in the context of the First CNG Finance Lease Arrangement or in connection with the First CNG Finance Lease Agreement and/or the First CNG Service Agreement. To the extent that any such other document requires execution as a deed, the seal of the Company be affixed to any such document and such document be signed by a Director and the Company Secretary or any two Directors."

3. "THAT: (a) both:

• (i) the finance lease agreement dated 14 November 2018 entered into among CNG Technology, Ping An Financial Leasing and Ping An Financial Leasing (Tian Jin) (the "Second CNG Finance Lease Agreement"); and

• (ii) the service agreement dated 14 November 2018 entered into between CNG Technology and Ping An Financial Leasing (Tian Jin) (the "Second CNG Service Agreement"),

and the transactions contemplated thereunder (collectively, the "Second CNG Finance Lease Arrangement") and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified; and

(b) any one of the Directors or the Company Secretary be and is hereby authorised to do all such acts and things, make all necessary filings and negotiate, approve, agree, sign, initial, ratify and/or execute for and on behalf of the Company any other letters, notices, acknowledgements, consents, waivers, agreements or other documents in which the Company is a party or is otherwise interested as such Director or the Company Secretary may consider necessary or desirable in the context of the Second CNG Finance Lease Arrangement or in connection with the Second CNG Finance Lease Agreement and/or the Second CNG Service Agreement. To the extent that any such other document requires execution as a deed, the seal of the Company be affixed to any such document and such document be signed by a Director and the Company Secretary or any two Directors."

By Order of the Board China Glass Holdings Limited

Peng Shou Chairman

Hong Kong, 4 December 2018

* For identification purpose only

Notes:

• (1) All resolutions 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 48 hours before the time appointed for the meeting (i.e. not later than 9:30 a.m. on Wednesday, 19 December 2018) 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.

• (6) 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.

• (7) Shareholders whose names appear on the Register of Members of the Company on Friday, 21 December 2018 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 Tuesday, 18 December 2018 to Friday, 21 December 2018, 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 Monday, 17 December 2018.

• (8) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

• (9) 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.