China Glass : 2019-04-29Proposed Re-election of Retiring Directors and Proposed Granting of General Mandates to Issue New Shares and Buy Back Shares and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 a licensed securities dealer, 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 and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE NEW SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Glass Holdings Limited to be held at Admiralty

&The Peak, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday,

31 May 2019 at 9:30 a.m. or at any adjournment thereof is set out on pages 16 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.chinaglassholdings.com).

Whether or not shareholders are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 9:30 a.m. on Wednesday, 29 May 2019) or at any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

References to times and dates in this circular are to Hong Kong times and dates.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

30 April 2019

*For identification purpose only

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	DETAILS OF THE RETIRING DIRECTORS
		SEEKING RE-ELECTION
		AT THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . .	8
APPENDIX II	-	EXPLANATORY STATEMENT
		ON THE SHARE BUY-BACK MANDATE . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

In this circular and the appendices to it, the following expressions shall have the following meanings unless the context requires otherwise:

"AGM Notice"

"Annual General Meeting" or "AGM"

the notice convening the AGM as set out on pages 16 to 20 of this circular

the annual general meeting of the Company to be held on Friday, 31 May 2019 at 9:30 a.m., at Admiralty & The Peak, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong or at any adjournment thereof, for the Shareholders to consider and, if appropriate, to approve the resolutions contained in the AGM Notice

"Board"

"Bye-law(s)"

"Companies Act"

"Company"

the board of Directors

the bye-law(s) of the Company currently in force

The Companies Act 1981 of Bermuda as amended, supplemented or otherwise modified from time to time

China Glass Holdings Limited（中國玻璃控股有限公

司* ）, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 3300)

"Director(s)"

"Extension Mandate"

the director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors to allot and issue further number of Shares which are equal to the total number of issued Shares bought back by the Company under the Share Buy-back Mandate

"Group"

"HK$"

"Hong Kong"

"Latest Practicable Date"

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

Hong Kong Special Administrative Region of the PRC

24 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

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DEFINITIONS

"Listing Rules"

"New Issue Mandate"

"PRC"

"RMB"

"SFO"

"Share Buy-back Mandate"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

*For identification purpose only

the Rules Governing the Listing of Securities on the Stock Exchange

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 4 of the AGM Notice

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

Renminbi, the lawful currency of the PRC

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended, supplemented or otherwise modified from time to time

a general mandate proposed to be granted to the Directors to enable them to buy back the Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the AGM Notice

ordinary share(s) of HK$0.05 each in the issued share capital of the Company

holder(s) of the Share(s) from time to time

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission

per cent.

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LETTER FROM THE BOARD

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

Directors:	Registered Office:
Executive Director	Canon's Court
Mr. Cui Xiangdong (Chief Executive Officer)	22 Victoria Street
	Hamilton HM12
Non-executive Directors	Bermuda
Mr. Peng Shou (Chairman)
Mr. Zhao John Huan	Principal Place of Business in Hong Kong:
Mr. Zhou Cheng (Honorary Chairman)	Unit 2608, 26/F, West Tower
Mr. Zhang Jinshu	Shun Tak Centre
	168-200 Connaught Road
Independent Non-executive Directors	Central
Mr. Zhang Baiheng	Hong Kong
Mr. Zhao Lihua
Mr. Chen Huachen
	30 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE NEW SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding certain resolutions to be proposed at the AGM for the approval of, inter alia:

(a)the re-election of retiring Directors at the AGM;

*For identification purpose only

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