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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Flat Glass Group Co., Ltd.    6865   CNE100002375

FLAT GLASS GROUP CO., LTD.

(6865)
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Flat Glass : POLL RESULTS OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING, THE 2020 SECOND A SHARES CLASS MEETING AND THE 2020 SECOND H SHARES CLASS MEETING

08/10/2020 | 06:49am EST

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.

福 萊 特 玻 璃 集 團 股 份 有 限 公 司

Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6865)

POLL RESULTS OF

THE 2020 FIRST EXTRAORDINARY GENERAL MEETING,

THE 2020 SECOND A SHARES CLASS MEETING AND

THE 2020 SECOND H SHARES CLASS MEETING

Reference is made to the circular of Flat Glass Group Co., Ltd. (the "Company") dated 17 July 2020 (the "Circular"), and the notices of the Company dated 17 July 2020 in relation to the 2020 First EGM and the 2020 Second H Shares Class Meeting (the "Notices"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that the resolutions as set out in the Notices were duly passed by way of poll.

The 2020 First EGM, the 2020 Second H Shares Class Meeting and the 2020 Second A Shares Class Meeting were held at the Conference Room, Flat Glass Group Co. Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC on Monday, 10 August 2020.

As at the date of the 2020 First EGM, the 2020 Second A Shares Class Meeting and the 2020 Second H Shares Class Meeting:

  1. the total number of Shares entitling the holders to attend and vote on the resolutions proposed at the 2020 First EGM was 1,950,000,000 Shares (comprising 1,500,000,000 A Shares and 450,000,000 H Shares), representing 100.0% of the total issued share capital of the Company. The Shareholders in attendance either in person or by proxy at the 2020 First EGM, held a total of 1,404,837,197 Shares, representing approximately 72.0430% of the Company's total Shares with voting rights;
  2. the total number of A Shares entitling the holders to attend and vote on the resolutions proposed at the 2020 Second A Shares Class Meeting was 1,500,000,000 A Shares, representing 100% of the total issued A Shares of the Company. The holders of the A Shares in attendance either in person or by proxy at the 2020 Second A Shares Class Meeting held a total of 1,325,086,600 A Shares, representing 88.3391% of the Company's total A Shares with voting rights; and

1

  1. the total number of H Shares entitling the holders to attend and vote on the resolutions proposed at the 2020 Second H Shares Class Meeting was 450,000,000 H Shares, representing 100% of the total issued H Shares of the Company. The holders of H Shares in attendance either in person or by proxy at the 2020 Second H Shares Class Meeting held a total of 79,742,597 H Shares, representing approximately 17.7206% of the Company's total H Shares with voting rights.

There were no Shares of the Company (i) entitling the holders to attend and abstain from voting in favor of; or (ii) of which the holder is required under the Listing Rules to abstain from voting on the resolutions proposed at the 2020 First EGM, the 2020 Second A Shares Class Meeting and the 2020 Second H Shares Class Meeting. No Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the 2020 First EGM, the 2020 Second A Shares Class Meeting and the 2020 Second H Shares Class Meeting.

RESULTS OF THE 2020 FIRST EGM:

The table below sets out the results of voting at the 2020 First EGM:

Number of votes cast

RESOLUTIONS

(Approximate percentage of

total number of votes cast)

For

Against

Abstain

Special

To consider and approve the report on the Company's compliance of

1,387,935,691

16,901,506

0

resolution 1.

the conditions for the proposed Non-public Issuance of A Shares.

(98.7969%)

(1.2031%)

(0.0000%)

Special

To consider and approve the proposal for the Non-public Issuance

resolution 2.

(Revised Version) including the following:

(i)

class and nominal value of the Shares to be issued;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(ii) method and time of issuance;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(iii) target subscribers and subscription method;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(iv) price determination date, issue price and pricing principles;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(v) number of Shares to be issued;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(vi)

lock-up period;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(vii)

place of listing;

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

(viii) arrangement relating to the accumulated profits prior to the

1,387,935,691

16,901,506

0

Non-public Issuance;

(98.7969%)

(1.2031%)

(0.0000%)

2

Number of votes cast

RESOLUTIONS

(Approximate percentage of

total number of votes cast)

For

Against

Abstain

(ix) validity period of the resolutions regarding the Non-public

1,387,935,691

16,901,506

0

Issuance;

(98.7969%)

(1.2031%)

(0.0000%)

(x) use of proceeds.

1,387,935,691

16,901,506

0

(98.7969%)

(1.2031%)

(0.0000%)

Special

To consider and approve the preliminary plan of the proposed Non-

1,387,935,691

16,901,506

0

resolution 3.

public Issuance of A Shares (Revised Version).

(98.7969%)

(1.2031%)

(0.0000%)

Special

To consider and approve the feasibility analysis report on the use

1,387,935,691

16,901,506

0

resolution 4.

of the proceeds by the Non-public Issuance of A Shares (Revised

(98.7969%)

(1.2031%)

(0.0000%)

Version).

Ordinary

To consider and approve the report on use of previous proceeds.

1,387,935,691

16,901,506

0

resolution 5.

(98.7969%)

(1.2031%)

(0.0000%)

Special

To consider and approve the report on dilution of immediate return

1,387,935,691

16,901,506

0

resolution 6.

as a result of the Non-public Issuance of A Shares, the remedial

(98.7969%)

(1.2031%)

(0.0000%)

measures and related entities' commitments (Revised Version).

Special

To consider and approve the dividend distribution plan for the

1,401,794,097

3,043,100

0

resolution 7.

Shareholders for the next three years (2020-2022).

(99.7834%)

(0.2166%)

(0.0000%)

Special

To consider and approve the mandate of the Board at the general

1,387,935,691

16,901,506

0

resolution 8.

meeting to deal with all matters relating to the Non-public Issuance

(98.7969%)

(1.2031%)

(0.0000%)

of A Shares.

As the above ordinary resolution numbered 5 was passed by more than half of the votes and special resolutions numbered 1 to 4 and 6 to 8 were passed by more than two-thirds of the votes, all of the above resolutions were duly passed by as ordinary resolutions and special resolutions, respectively.

3

RESULT OF THE 2020 SECOND A SHARES CLASS MEETING:

The table below sets out the results of voting at the 2020 Second A Shares Class Meeting:

Number of votes cast

RESOLUTIONS

(Approximate percentage of

total number of votes cast)

For

Against

Abstain

Special

To consider and approve the proposal for the Non-public Issuance

resolution 1.

(Revised Version) including the following:

(i)

class and nominal value of the Shares to be issued;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(ii) method and time of issuance;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(iii) target subscribers and subscription method;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(iv) price determination date, issue price and pricing principles;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(v) number of Shares to be issued;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(vi)

lock-up period;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(vii)

place of listing;

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

(viii) arrangement relating to the accumulated profits prior to the

1,325,051,500

35,100

0

Non-public Issuance;

(99.9974%)

(0.0026%)

(0.0000%)

(ix) validity period of the resolutions regarding the Non-public

1,325,051,500

35,100

0

Issuance;

(99.9974%)

(0.0026%)

(0.0000%)

(x)

use of proceeds.

1,325,051,500

35,100

0

(99.9974%)

(0.0026%)

(0.0000%)

Special

To consider and approve the preliminary plan of the proposed Non-

1,325,051,500

35,100

0

resolution 2.

public Issuance of A Shares (Revised Version).

(99.9974%)

(0.0026%)

(0.0000%)

Special

To consider and approve the mandate of the Board at the general

1,325,051,500

35,100

0

resolution 3.

meeting to deal with all matters relating to the Non-public Issuance

(99.9974%)

(0.0026%)

(0.0000%)

of A Shares.

As the above special resolutions numbered 1 to 3 were passed by more than two-thirds of the votes, all of the above resolutions were duly passed as special resolutions.

4

RESULT OF THE 2020 SECOND H SHARES CLASS MEETING:

The table below sets out the results of voting at the 2020 Second H Shares Class Meeting:

Number of votes cast

RESOLUTIONS

(Approximate percentage of

total number of votes cast)

For

Against

Abstain

Special

To consider and approve the proposal for the Non-public Issuance

resolution 1.

(Revised Version) including the following:

(i) class and nominal value of the Shares to be issued;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(ii) method and time of issuance;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(iii) target subscribers and subscription method;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(iv) price determination date, issue price and pricing principles;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(v) number of Shares to be issued;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(vi)

lock-up period;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(vii)

place of listing;

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

(viii) arrangement relating to the accumulated profits prior to the

62,884,191

16,858,406

0

Non-public Issuance;

(78.8590%)

(21.1410%)

(0.0000%)

(ix) validity period of the resolutions regarding the Non-public

62,884,191

16,858,406

0

Issuance;

(78.8590%)

(21.1410%)

(0.0000%)

(x)

use of proceeds.

62,884,191

16,858,406

0

(78.8590%)

(21.1410%)

(0.0000%)

Special

To consider and approve the preliminary plan of the proposed

62,884,191

16,858,406

0

resolution 2.

Non-public Issuance of A Shares (Revised Version).

(78.8590%)

(21.1410%)

(0.0000%)

Special

To consider and approve the mandate of the Board at the general

62,884,191

16,858,406

0

resolution 3.

meeting to deal with all matters relating to the Non-public

(78.8590%)

(21.1410%)

(0.0000%)

Issuance of A Shares.

As the above special resolutions numbered 1 to 3 were passed by more than two-thirds of the votes, all of the above resolutions were duly passed as special resolutions.

In accordance with Rule 13.39(5) of the Listing Rules, Tricor Investor Services Limited, the H Share registrar of the Company, acted as the scrutineer for the purpose of vote-taking of H Shares at the 2020 First EGM and the 2020 Second H Shares Class Meeting.

5

In accordance with the PRC Company Law, the Company's PRC legal advisor, Grandall Law Firm (Nanjing) (國浩律師(南京)事務所), two representatives of Shareholders and a representative of

Supervisors also jointly acted as the scrutineers for the vote-taking of A Shares at the 2020 First EGM and the 2020 Second A Shares Class Meeting.

By order of the Board of

Flat Glass Group Co., Ltd.

Ruan Hongliang

Chairman

Jiaxing, Zhejiang Province, the PRC

10 August 2020

As at the date of this announcement, the executive Directors of the Company are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors of the Company are Mr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.

6

Disclaimer

Flat Glass Group Co. Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 10:48:20 UTC


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