China Glass : 2019-04-16DISCLOSEABLE TRANSACTIONS - (1) GUOJIN FINANCE LEASE ARRANGEMENTS AND (2) COSCO FINANCE LEASE ARRANGEMENTS

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CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

DISCLOSEABLE TRANSACTIONS

(1)GUOJIN FINANCE LEASE ARRANGEMENTS AND

(2)COSCO FINANCE LEASE ARRANGEMENTS

GUOJIN FINANCE LEASE ARRANGEMENTS

The Board would like to announce that on 16 April 2019, Linyi CNG and Shanghai Guojin entered into the Guojin Finance Lease Arrangements (which consisted the First Linyi Finance Lease Arrangement and the Second Linyi Finance Lease Arrangement) involving the Linyi Ownership Transfer Agreements, the Linyi Leaseback Agreements and the Linyi Service Agreements, pursuant to which Shanghai Guojin agreed, among other things, to (i) purchase the Linyi Leased Assets from Linyi CNG at an aggregate consideration of RMB170,000,000, and (ii) lease back the Linyi Leased Assets to Linyi CNG for a period of three (3) years with an aggregate lease payment of approximately RMB189,924,000, which is to be payable by Linyi CNG to Shanghai Guojin in twelve (12) equal instalments.

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COSCO FINANCE LEASE ARRANGEMENTS

On 16 April 2019, Shaanxi CNG, Xianyang CNG, Dongtai China Glass, China Glass Investment and COSCO Leasing entered into the COSCO Finance Lease Arrangements (which consisted the Shaanxi Finance Lease Arrangement, Xianyang Finance Lease Arrangement and Dongtai Finance Lease Arrangement) involving the COSCO Ownership Transfer Agreements, the COSCO Leaseback Agreements and the COSCO Service Agreements, pursuant to which COSCO Leasing agreed, among other things, to (i) purchase the COSCO Leased Assets from the respective China Glass Lessees at an aggregate consideration of RMB150,000,000, and (ii) lease back the COSCO Leased Assets to the respective China Glass Lessees for a period of three

(3)years with an aggregate lease payment of approximately RMB169,451,250, which is to be payable by the respective China Glass Lessees and China Glass Investment jointly to COSCO Leasing in twelve (12) instalments.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of each of the Guojin Finance Lease Arrangements and COSCO Finance Lease Arrangements is more than 5% but are all less than 25%, each of the Guojin Finance Lease Arrangements and the COSCO Finance Lease Arrangements constitute discloseable transactions of the Company and are therefore subject to the notification and announcement requirements but exempt from the shareholders' approval requirement pursuant to Chapter 14 of the Listing Rules.

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(1) THE GUOJIN FINANCE LEASE ARRANGEMENTS

(A)THE FIRST LINYI FINANCE LEASE ARRANGEMENT

The First Linyi Ownership Transfer Agreement

The principal terms of the First Linyi Ownership Transfer Agreement are set out below:

Date: 16 April 2019

Parties:

(1)Shanghai Guojin (as purchaser); and

(2)Linyi CNG (as seller).

Purchase of the First Linyi Leased Asset

As part of the First Linyi Finance Lease Arrangement and pursuant to the First Linyi Ownership Transfer Agreement, Linyi CNG agreed to sell, and Shanghai Guojin agreed to purchase, the First Linyi Leased Asset owned by Linyi CNG at a consideration of RMB100,000,000 (the "First Linyi Purchase Price"). The First Linyi Purchase Price was determined after arm's length negotiations between the parties to the First Linyi Ownership Transfer Agreement with reference to the net book value of the First Linyi Leased Assets, which is approximately RMB110,000,000.

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The First Linyi Leaseback Agreement

The principal terms of the First Linyi Leaseback Agreement are set out below:

Date: 16 April 2019

Parties:

(1)Shanghai Guojin (as lessor); and

(2)Linyi CNG (as lessee).

Lease back of the First Linyi Leased Asset

As part of the First Linyi Finance Lease Arrangement and pursuant to the First Linyi Leaseback Agreement, the First Linyi Leased Asset will be leased back to Linyi CNG for a period of three (3) years.

Lease Payments

The aggregate lease payments (the "First Linyi Lease Payments") payable by Linyi CNG to Shanghai Guojin under the First Linyi Leaseback Agreement shall be approximately RMB111,720,000, payable in twelve (12) equal instalments during the Lease Period, comprising (i) the aggregate principal amount of RMB100,000,000, which is equal to the First Linyi Purchase Price and (ii) interest payments of RMB11,720,000, estimated based on an initial annual interest rate of approximately 6.85% (determined and may be adjusted with reference to the benchmark interest rate for RMB loans with the same maturity as the Lease Period promulgated by the People's Bank of China from time to time (the "Benchmark Rate")). If there are any changes to the Benchmark Rate, the interest rate under the First Linyi Leaseback Agreement for the outstanding instalments may be adjusted in the same direction as the Benchmark Rate adjustment. As part of the First Linyi Finance Lease Arrangement and pursuant to the First Linyi Service Agreement, Linyi CNG shall pay the service fee of RMB1,440,000 to Shanghai Guojin (the "First Linyi Service Fee") for the provision of finance leasing service.

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The First Linyi Lease Payments and the First Linyi Service Fee were determined after arm's length negotiations between the parties to the First Linyi Leaseback Agreement and the First Linyi Service Agreement with reference to the prevailing market rates for finance lease arrangements for similar assets.

Deposit

Pursuant to the First Linyi Leaseback Agreement, Linyi CNG shall pay an aggregate deposit (free from interests) of RMB10,000,000 to Shanghai Guojin (the "First Linyi Deposit"), which will be paid to Shanghai Guojin prior to its payment of the First Linyi Purchase Price to Linyi CNG. In the event that before the end of the Lease Period, there is no breach of contract on the part of Linyi CNG, the First Linyi Deposit will be used to set off the final lease payment.

Ownership of the First Linyi Leased Asset

The ownership of the First Linyi Leased Asset under the First Linyi Ownership Transfer Agreement will be vested in Shanghai Guojin throughout the Lease Period. At the end of the Lease Period and subject to payment by Linyi CNG of

(i)all amounts due under the First Linyi Leaseback Agreement; and (ii) a nominal repurchase price of RMB1, the ownership of the First Linyi Leased Asset will be transferred back to Linyi CNG.

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