Flat Glass : PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

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)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

INTRODUCTION

The board of directors (the "Board") of Flat Glass Group Co., Ltd. (the "Company") hereby announces that the resolution in relation to the proposed amendments to the articles of association of the Company (the "Articles of Association") has been passed at a meeting of the Board held on 5 November 2019 (the "Proposed Articles Amendments").

THE PROPOSED ARTICLES AMENDMENTS

The Proposed Articles Amendments have been approved at a meeting of the Board held on 5 November 2019, details of which are as follows (amendments shown by way of underline and strikethroughs):

In accordance with the provisions of laws and regulations and regulatory documents such as "Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies" (Guo Han [2019] No. 97), "Opinion of the General Office of the State Council on Further Strengthening the Protection of Legal Rights and Interests of Small and Medium-sized Investors in Capital Markets" (Guo Han Fa [2013] No. 110), "Guidance for the Articles of Association of Listed Companies" (2019 revision), and in light of the actual situation of the Company, it is proposed to amend certain articles of the Articles of Association in order to further improve the corporate governance practices of the Company, the Proposed Articles Amendments are set out below:

1

Original Articles	Proposed Amendments
Article 1 The Articles of Association are	Article 1 The Articles of Association are
formulated in accordance with the Company Law	formulated in accordance with the Company Law
of the People's Republic of China (hereinafter	of the People's Republic of China (hereinafter
r e f e r r e d t o a s t h e " C o m p a n y L a w " ) , t h e	r e f e r r e d t o a s t h e " C o m p a n y L a w " ) , t h e
Securities Law of the People's Republic of China	Securities Law of the People's Republic of China
(hereinafter referred to as the "Securities Law"),	(hereinafter referred to as the "Securities Law"),
the Special Provisions of the State Council on the	the Special Provisions of the State Council on
Overseas Offering and Listing of Shares by Joint	the Overseas Offering and Listing of Shares
Stock Limited Companies (hereinafter referred	by Joint Stock Limited Companies (hereinafter
to as the "Special Provisions"), the Mandatory	referred to as the "Special Provisions"), the
Provisions for Articles of Association of	Reply of the State Council on the Adjustment of
Companies Listed Overseas (hereinafter referred	the Provisions Applicable to the Notice Period
to as the "Mandatory Provisions"), Guidance for	for Holding Shareholders' Meeting of Overseas
the Articles of Association of Listed Companies	Listed Companies (hereinafter referred to as the
(hereinafter referred to as the "Guidance for	"Adjustment Reply"),the Mandatory Provisions
Articles of Association"), Letter of Opinions on	for Articles of Association of Companies
Supplementary Amendments to the Articles of	Listed Overseas (hereinafter referred to as the
Association of Companies to be Listed in Hong	"Mandatory Provisions"), Guidance for the
Kong (hereinafter referred to as the "Opinions on	Articles of Association of Listed Companies
Supplementary Amendments"), Rules Governing	(hereinafter referred to as the "Guidance for
the Listing of Securities on The Stock Exchange	Articles of Association"), Letter of Opinions on
of Hong Kong Limited (hereinafter referred to	Supplementary Amendments to the Articles of
as the "Listing Rules of the Stock Exchange"),	Association of Companies to be Listed in Hong
The Stock Listing Rules of the Shanghai Stock	Kong (hereinafter referred to as the "Opinions on
Exchange (hereinafter referred to as the "Listing	Supplementary Amendments"), Rules Governing
Rules of SSE", together with the Listing Rules of	the Listing of Securities on The Stock Exchange
the Stock Exchange, are referred to as the "Listing	of Hong Kong Limited (hereinafter referred to
Rules"), and other relevant requirements, with an	as the "Listing Rules of the Stock Exchange"),
aim to safeguard the legal interests of Flat Glass	The Stock Listing Rules of the Shanghai Stock
Group Co., Ltd. (hereinafter referred to as the	Exchange (hereinafter referred to as the "Listing
"Company" or "the Company"), its shareholders	Rules of SSE", together with the Listing Rules of
and creditors and regulate the organization and	the Stock Exchange, are referred to as the "Listing
conduct of the Company. (MP1)	Rules"), and other relevant requirements, with an
	aim to safeguard the legal interests of Flat Glass
	Group Co., Ltd. (hereinafter referred to as the
	"Company" or "the Company"), its shareholders
	and creditors and regulate the organization and
	conduct of the Company. (MP1)

2

Original Articles	Proposed Amendments
The Company is incorporated as a joint stock	The Company is incorporated as a joint stock
limited company in accordance with the Company	limited company in accordance with the Company
Law, Special Provisions and other relevant PRC	Law, Special Provisions and other relevant PRC
laws and administrative regulations.	laws and administrative regulations.
The Company is a joint stock limited company	The Company is a joint stock limited company
e s t a b l i s h e d o n 29 D e c e m b e r 2005 b y t h e	e s t a b l i s h e d o n 29 D e c e m b e r 2005 b y t h e
promoters under the overall restructuring of	promoters under the overall restructuring of
the original Zhejiang Flat Glass & Mirror Ltd..	the original Zhejiang Flat Glass & Mirror Ltd..
The Company was registered with the Zhejiang	The Company was registered with the Zhejiang
Provincial Administration for Industry &	Provincial Administration for Industry &
Commerce. The promoters of the Company are:	Commerce. The promoters of the Company are:
Ruan Hongliang, Jiang Jinhua, Ruan Zeyun,	Ruan Hongliang, Jiang Jinhua, Ruan Zeyun,
Zheng Wenrong, Shen Fuquan, Zhu Quanming,	Zheng Wenrong, Shen Fuquan, Zhu Quanming,
Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei	Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei
Shutao. The Company's unified social credit code	Shutao. The Company's unified social credit code
is 913300007044053729.	is 913300007044053729.

3

Original Articles	Proposed Amendments
A r t i c l e 41 T h e r e s p e c t i v e p a r t s o f t h e	A r t i c l e 41 T h e r e s p e c t i v e p a r t s o f t h e
shareholders' register shall not overlap each other.	shareholders' register shall not overlap each other.
In the event of transfer of shares registered in	In the event of transfer of shares registered in
a specific part of the shareholders' register, the	a specific part of the shareholders' register, the
said shares shall not be registered in any other	said shares shall not be registered in any other
part of the shareholders' register in the duration	part of the shareholders' register in the duration
of the registration of the said shares. This article	of the registration of the said shares. This article
does not apply to registration of change of the	does not apply to registration of change of the
shareholders' register when new shares are	shareholders' register when new shares are
issued subject to Article 20 of the Articles of	issued subject to Article 20 of the Articles of
Association.	Association.
Alterations or corrections to each section of	Alterations or corrections to each section of
the register of shareholders shall be made in	the register of shareholders shall be made in
accordance with the laws of the place where such	accordance with the laws of the place where such
section of the register of shareholders is kept.	section of the register of shareholders is kept.
(MP37)	(MP37)
Article 44 No changes of registration in the	Article 44 No changes of registration in the
shareholders' register arising from share transfer	shareholders' register arising from share transfer
shall be made within 30 days before convening of	shall be made within 30 days before convening of
a general meeting or within five days prior to the	a general meeting or within five days prior to the
benchmark date on which the Company decides to	benchmark date on which the Company decides
distribute dividends. (MP38)	to distribute dividends. Where the relevant stock
	exchanges or regulatory authorities in the place
	where the shares of the Company are listed
	provide otherwise, such provisions shall be
	followed(MP38)

4

Original Articles	Proposed Amendments
Article 63 Where the Company convenes a	Article 63 Where the Company convenes a
general meeting, a written notice shall be given 45	general meeting, a written notice shall be given 45
days prior to the date of the meeting to notify all	days prior to the date of the meeting to notify all
the shareholders in the shareholders' register of	the shareholders in the shareholders' register of
the issues to be considered at the meeting, and the	the issues to be considered at the meeting, and the
date and venue of the meeting. Any shareholder	date and venue of the meeting. Any shareholder
intending to attend the meeting shall serve the	intending to attend the meeting shall serve the
Company a written reply showing his intention to	Company a written reply showing his intention to
attend at least 20 days before the meeting. (MP53)	attend at least 20 days before the meeting. (MP53)
	Article 63 A written notice convening the
	annual general meeting shall be given by the
	convener not less than 20 business days before
	the date of the meeting to notify all shareholders
	of the meeting; whereas a written notice of the
	extraordinary general meeting shall be given not
	less than 15 business days before the date of the
	meeting to notify all shareholders of the meeting.
	A "business day" as mentioned in this articles of
	association refers to any trading day of securities
	on the Hong Kong Stock Exchange.
	The calculation of the abovementioned period
	shall not include the date of publishing the
	a n n o u n c e m e n t a n d t h a t o f t h e m e e t i n g i s
	convened.
Article 64 Where the Company convenes a	(Delete the existing Article 64 in its entirety)
general meeting, shareholders holding more than
five percent of shares of the Company (inclusive)
may bring forward provisional proposals and
submit the same in writing to the convenor. The
Company shall put those issues in the proposal
which fall within the scope of business of the
general meeting to the agenda for consideration at
the meeting. (MP54)

5

Original Articles	Proposed Amendments
Article 65 Based on the written replies received	(Delete the existing Article 65 in its entirety)
20 days before the general meeting, the Company
shall calculate the number of voting shares
represented by the shareholders who have
intention to attend the general meeting. If the
shareholders who intend to attend such meeting
represent more than half of the total number
of shares which have the right to vote at such
meeting, the Company may hold the general
meeting; otherwise, the Company shall, within
five days, inform the shareholders again of
the matters to be considered, and the date and
venue of the general meeting by means of public
announcement. The Company may then hold the
general meeting after such public announcement
has been made.
Proposals not set out in the notice of annual
general meeting or extraordinary general meeting
shall not be voted on or resolved at the meeting.
(MP55)
Article 66 Notice of general meeting shall meet	Article 66Article 64Notice of general meeting
the following requirements: (MP56)	shall meet the following requirements: (MP56)
(I)	Is in written form;	(I)	Is in written form;
(II)	Specifies the venue, date and time of the	(II)	Specifies the venue, date and time of the
	meeting;		meeting;
(III) States matters to be discussed at the meeting;	(III) States matters to be discussed at the meeting;
(IV)Provides such necessary information and	(IV)Provides such necessary information and
	explanations for shareholders to make		explanations for shareholders to make
	a n i n f o r m e d j u d g m e n t o n t h e m a t t e r s		a n i n f o r m e d j u d g m e n t o n t h e m a t t e r s
	to be considered. Without limitation to		to be considered. Without limitation to
	the generality of the foregoing, where a		the generality of the foregoing, where a
	proposal is made with respect to the merger		proposal is made with respect to the merger
	of the Company with another company,		of the Company with another company,
	the repurchase of shares, restructuring of		the repurchase of shares, restructuring of
	share capital, or other reorganization of		share capital, or other reorganization of
	the Company, the terms of the proposed		the Company, the terms of the proposed
	transaction must be provided in detail along		transaction must be provided in detail along
	with copies of the proposed contract (if any),		with copies of the proposed contract (if any),
	and the reason(s) and effect of such proposal		and the reason(s) and effect of such proposal
	must be properly explained;		must be properly explained;

6

Original Articles	Proposed Amendments
(V) Contains a disclosure of the nature and	(V) Contains a disclosure of the nature and
extent of the material interests of any	extent of the material interests of any
director, supervisor, manager or other senior	director, supervisor, manager or other senior
management in the proposed transaction and	management in the proposed transaction and
the effect which the proposed transaction will	the effect which the proposed transaction will
have on them in their capacity as shareholders	have on them in their capacity as shareholders
insofar as it is different from the effect on the	insofar as it is different from the effect on the
interests of shareholders of the same class;	interests of shareholders of the same class;
(VI)C o n t a i n s t h e f u l l t e x t o f a n y s p e c i a l	(VI)C o n t a i n s t h e f u l l t e x t o f a n y s p e c i a l
resolution to be proposed at the meeting;	resolution to be proposed at the meeting;
(VII) Contains a clear statement that a shareholder	(VII) Contains a clear statement that a shareholder
entitled to attend and vote at such meeting	entitled to attend and vote at such meeting
is entitled to appoint one or more proxies to	is entitled to appoint one or more proxies to
attend and vote at such meeting on his behalf	attend and vote at such meeting on his behalf
and that such proxy need not be a shareholder	and that such proxy need not be a shareholder
of the Company;	of the Company;
(VIII) Specifies the time and venue for serving the	(VIII) Specifies the time and venue for serving the
power of attorney for the voting proxy for the	power of attorney for the voting proxy for the
meeting;	meeting;
(IX)The date of registration of shareholding	(IX)The time between thedate of registration
o f t h e s h a r e h o l d e r s f o r d e t e r m i n i n g	of shareholding of the shareholders for
those shareholders entitled to attend the	determining those shareholders entitled to
shareholders' meeting; and	attend the shareholders' meeting, the date of
(X) The names and telephone numbers of the	registration and the date of the meeting shall
comply with the requirements of the relevant
standing contact persons for the meeting.	supervisory authorities of the place where the
	shares of the Company are listed; and
	(X) The names and telephone numbers of the
	standing contact persons for the meeting.

7

Original Articles	Proposed Amendments
Article 67 The notice of general meeting shall	Article 67Article 65The notice of general
be delivered to shareholders (whether or not they	meeting shall be delivered to shareholders
are entitled to vote at the general meeting) by any	(whether or not they are entitled to vote at the
modes agreed by the local securities exchange	general meeting) by any modes agreed by the
where the Company's shares are listed (including	local securities exchange where the Company's
but not limited to mailing, e-mail, fax, public	shares are listed (including but not limited to
announcement and website of local securities	mailing, e-mail, fax, public announcement and
exchange where the Company or the Company's	website of local securities exchange where the
shares are listed). The address of the recipient is	Company or the Company's shares are listed).
that as shown in the shareholders' register. For	The address of the recipient is that as shown
shareholders of domestic shares, the notice of	in the shareholders' register. For shareholders
general meeting shall be delivered by mode of	of domestic shares, the notice of general
public announcement.	meeting shall be delivered by mode of public
Public announcement referred to in the preceding	announcement.
Public announcement referred to in the preceding
paragraph shall be published in one or more
newspapers designated by the securities authority	paragraph shall be published in one or more
under the State Council during a period between	newspapers designated by the securities authority
45 days to 50 days prior to the date of the	under the State Council during a period between
meeting. Once the announcement has been	45 days to 50 days prior to the date of the
published, all holders of domestic shares shall be	meeting.Once the announcement has been
deemed to have received the notice of the relevant	published, all holders of domestic shares shall be
general meeting. (MP57)	deemed to have received the notice of the relevant
	general meeting. (MP57)
Article 68 The accidental omission to give notice	Article 68Article 66 When the Company issues
of meeting to, or non-receipt of notice of meeting	notice of shareholders' meetings in the manner
by, any person entitled to receive notice shall not	as required by the relevant stock exchange(s) or
invalidate the meeting and the resolutions made at	regulatory authority(ies) of the place where the
the meeting. (MP58)	shares are listed,the accidental omission to give
	notice of meeting to, or non-receipt of notice
	of meeting by, any person entitled to receive
	notice shall not invalidate the meeting and the
	resolutions made at the meeting. (MP58)

8

Original Articles	Proposed Amendments
Article 71 The power of attorney for voting shall	Article 71Article 69The power of attorney
be deposited at the domicile of the Company	for voting shall be deposited at the domicile of
or such other place as specified in the notice of	the Company or such other place as specified
meeting at least 24 hours prior to the meeting at	in the notice of meeting at least 24 hours prior
which the proxy is authorized to vote or 24 hours	to the meeting at which the proxy is authorized
before the scheduled voting time.	to vote or 24 hours before the scheduled voting
Where such power of attorney is signed by a	time. Where the relevant stock exchange(s) or
regulatory authority(ies) in the place where
person authorized by the principal, the power	the shares of the Company are listed provide
of attorney authorizing signature or other	otherwise, such provisions shall be followed.
authorization documents shall be notarized.
The notarized power of attorney and other	Where such power of attorney is signed by a
authorization documents shall, together with the	person authorized by the principal, the power
power of attorney for voting, be deposited at the	of attorney authorizing signature or other
Company's domicile or other location as specified	authorization documents shall be notarized.
in the notice of the meeting.	The notarized power of attorney and other
Where the principal is a legal person, its legal	authorization documents shall, together with the
power of attorney for voting, be deposited at the
representative or a person authorized by the board	Company's domicile or other location as specified
of directors or other decision making body shall	in the notice of the meeting.
attend the general meeting of the Company on his
behalf. (MP61)	Where the principal is a legal person, its legal
If the shareholder is a Recognized Clearing House	representative or a person authorized by the board
of directors or other decision making body shall
(or its agent), the said shareholder may authorize	attend the general meeting of the Company on his
one or more persons as he deems appropriate	behalf. (MP61)
to act on his behalf at any general meeting or
class general meeting; however, where several	If the shareholder is a Recognized Clearing House
persons are thus authorized, the power of attorney	(or its agent), the said shareholder may authorize
shall specify the numbers and classes of shares	one or more persons as he deems appropriate
involved by the said persons. The power of	to act on his behalf at any general meeting or
attorney shall be signed by the respective proxies	class general meeting; however, where several
appointed by the Recognized Clearing House. The	persons are thus authorized, the power of attorney
persons thus authorized may attend the meetings	shall specify the numbers and classes of shares
and exercise rights on behalf of the Recognized	involved by the said persons. The power of
Clearing House as if the said persons were the	attorney shall be signed by the respective proxies
natural person shareholders of the Company.	appointed by the Recognized Clearing House. The
	persons thus authorized may attend the meetings
	and exercise rights on behalf of the Recognized
	Clearing House as if the said persons were the
	natural person shareholders of the Company.

9

Original Articles	Proposed Amendments
(Adding Article 72)	Article 72 An independent director has the right
	to propose to the board of directors to convene
	an extraordinary general meeting. The board
	of directors shall, in accordance with the laws,
	administrative regulations and the provisions of
	these Articles of Association, within 10 days of
	receiving the proposal, submit written reply on
	its consent or disagreement to the convening an
	extraordinary general meeting.
	If the board of directors agrees to convene an
	extraordinary general meeting, it shall issue a
	notice of meeting within 5 days after the decision
	of the board of directors is made. If the board of
	directors does not approve the convening of an
	extraordinary general meeting, it shall explain the
	reasons and make a public announcement.

10

Original Articles	Proposed Amendments
(Adding Article 73)	Article 73 The board of supervisors has the right
	to propose to the board of directors to convene
	an extraordinary general meeting in writing.
	The board of directors shall, in accordance with
	the laws, administrative regulations and the
	provisions of the Articles of Association, submit,
	within 10 days of receiving the proposal, written
	reply on his/her consent or disagreement to the
	convening an extraordinary general meeting.
	If the board of directors agrees to convene an
	extraordinary general meeting, it shall issue a
	meeting notice within 5 days after the decision of
	the board of directors is made, which shall obtain
	the consent of the board of supervisors for the
	change(s) to the original proposal(s).
	If the board of directors disagrees to convene an
	extraordinary general meeting or has not given
	a reply within 10 days of receiving the proposal,
	it is deemed that the board of directors is unable
	to perform or has not performed its duty of
	convening an extraordinary general meeting, and
	the board of supervisors shall then convene and
	preside over such general meeting. For a general
	meeting convened by the board of supervisors, all
	necessary expenses of the meeting shall be borne
	by the Company.

11

Original Articles	Proposed Amendments
A r t i c l e 74 S h a r e h o l d e r s w h o r e q u e s t t h e	A r t i c l e 74 S h a r e h o l d e r s w h o r e q u e s t t h e
convening of an extraordinary shareholders'	convening of an extraordinary shareholders'
meeting or class meeting shall do so according to	meeting or class meeting shall do so according to
the following procedures:	the following procedures:
(I)	The shareholder(s) individually or jointly	(I)	The shareholder(s) individually or jointly
	holding more than 10% of the Company's		holding more than 10% of the Company's
	total voting shares (inclusive) may sign one		total voting shares (inclusive) may sign one
	or several written requests with the same		or several written requests with the same
	format and content to propose to the board		format and content to propose to the board
	of directors to convene an extraordinary		of directors to convene an extraordinary
	general meeting or class general meeting,		general meeting or class general meeting,
	and specify the subjects of the meeting.		and specify the subjects of the meeting. The
	The board of directors shall convene an		board of directors shall submit a written reply
	extraordinary or class general meeting		on the consent or disagreement toconvene
	responsively after receipt of the aforesaid		an extraordinary or class general meeting
	written request. The aforesaid amount of		responsivelywithin 10 daysafter receipt of
	shareholding is calculated as on the day when		the aforesaid written request. The aforesaid
	the shareholders make the written request.		amount of shareholding is calculated as on
	(MP72)		the day when the shareholders make the
(II)	If the board of directors agrees to convene		written request. (MP72)
	the extraordinary shareholders' meeting	(II)	If the board of directors agrees to convene
	or class meeting, it will issue a notice of		the extraordinary shareholders' meeting
	shareholders' meeting or class meeting		or class meeting, it will issue a notice of
	within 5 days of the decision of the board of		shareholders' meeting or class meeting
	directors. If there are changes to the original		within 5 days of the decision of the board of
	request in the notice, they should be agreed		directors. If there are changes to the original
	by the relevant shareholders.		request in the notice, they should be agreed
(III) If the board of directors does not agree to		by the relevant shareholders.
	convene the extraordinary shareholders'	(III) If the board of directors does not agree to
	meeting, or does not reply within 10 days		convene the extraordinary shareholders'
	of receipt of the suggestion, shareholders		meeting, or does not reply within 10 days
	individually or together holding more		of receipt of the suggestion, shareholders
	than 10% of the shares of the Company		individually or together holding more
	are authorized to request to the board		than 10% of the shares of the Company
	of supervisors to hold an extraordinary		are authorized to request to the board
	shareholders' meeting, and should be		of supervisors to hold an extraordinary
	presented to the board of supervisors in		shareholders' meeting, and should be
	writing.		presented to the board of supervisors in
			writing.

12

Original Articles	Proposed Amendments
(IV) If the board of supervisors agrees to convene	(IV) If the board of supervisors agrees to convene
the extraordinary shareholders' meeting, it	the extraordinary shareholders' meeting, it
shall issue a notice of shareholders' meeting	shall issue a notice of shareholders' meeting
within 5 days of the decision of the board	within 5 days of the decision of the board
of supervisors. If there are changes to the	of supervisors. If there are changes to the
original request in the notice, they should	original request in the notice, they should
be agreed by the relevant shareholders. If	be agreed by the relevant shareholders. If
the board of supervisors does not issue the	the board of supervisors does not issue the
notice of shareholders' meeting within the	notice of shareholders' meeting within the
prescribed period, this is treated as the board	prescribed period, this is treated as the board
of supervisors not convening and not holding	of supervisors not convening and not holding
the shareholders' meeting. Then shareholders	the shareholders' meeting. Then shareholders
who individually or together hold more	who individually or together hold more
than 10% of the shares for more than 90	than 10% of the shares for more than 90
consecutive days can convene and hold the	consecutive days can convene and hold the
meeting by themselves.	meeting by themselves., the procedure for
Where the shareholders convene and preside over	covering such meeting shall, to the extent
possible, be the same as the procedure for
a meeting because the board of directors fails to	convening a general meeting by the board of
convene the meeting pursuant to the aforesaid	directors.
request, the reasonable expenses incurred shall
be borne by the Company and shall be deducted	Where the shareholders convene and preside over
from the monies payable by the Company to the	a meeting because the board of directors and the
defaulting directors.	board of supervisorsfailsto convene the meeting
	pursuant to the aforesaid request, the reasonable
	expenses incurred shall be borne by the Company
	and shall be deducted from the monies payable by
	the Company to the defaulting directors.

13

Original Articles	Proposed Amendments
Article 75 Shareholder(s) individually or jointly	Article 75 When the Company convenes a
holding more than 3% of the Company's shares	shareholders' meeting, the board of directors,
may submit a written provisional motion to the	the board of supervisors and shareholder(s)
convener 10 days before a general meeting is	individually or jointly holding more than 3% of
convened; the board of directors shall issue a	the Company's shares shall be entitled to propose
supplementary notice within two days after receipt	motions to the Company.
of the said provisional motion notifying other
shareholders, and submit the said provisional	Shareholder(s) individually or jointly holding
proposal to the general meeting for consideration.	more than 3% of the Company's shares may
The content of the provisional motion shall	submit a written supplementarymotion(s)to the
be within the scope of business of the general	convener ofthe board of directors 10 business
meeting, have definite subjects and specific issues	days before a shareholders' meeting is convened;
for resolution.	the convenershall issue a supplementary
Unless otherwise provided in the preceding	notice within two days after receipt of the said
provisional motion notifying other shareholders,
paragraph, the convenor may not amend the	and submit the said provisional proposal to the
proposals set out in the notice of shareholders'	general meeting for consideration. The content of
general meeting, or add new proposals after	the provisional motion shall be within the scope
issuing an announcement on the notice of	of business of the general meeting, have definite
shareholders' general meeting.	subjects and specific issues for resolution.shall
	issue a supplementary notice of the shareholders'
	m e e t i n g a n n o u n c i n g t h e c o n t e n t s o f t h e
	supplementary motion(s) within two days after
	receipt of the said motion(s).
	Unless otherwise provided in the preceding
	paragraph, the convenor may not amend the
	proposals set out in the notice of shareholders'
	general meeting, or add new proposals after
	issuing an announcement on the notice of
	shareholders' general meeting.
	The motion(s) that has/have not been set out in
	the notice of the shareholders' meeting or that is/
	are not in compliance with Article 76 shall not be
	voted or resolved on at the general meeting.

14

Original Articles	Proposed Amendments
(Adding Article 76)	A r t i c l e 76 P r o v i s i o n a l m o t i o n s o f t h e
	shareholders' meeting shall meet the following
	conditions:
	(I) The content shall comply with the laws,
	administrative regulations, the Articles of
	Association and the related regulations and
	requirements of relevant stock exchanges
	or regulatory authorities at the place where
	the shares are listed, and shall fall within the
	authority of the general meeting;
	(II) It shall have a clear topic and specific
	resolution for consideration;
	(III) It shall be submitted or served to the
	convener in written form.
Article 77 Shareholders (including proxies	Article 77Article 78Shareholders (including
thereof) who vote at a general meeting shall	proxies thereof) who vote at a general meeting
exercise their voting rights as per the number of	shall exercise their voting rights as per the number
voting shares they represent. Each share carries	of voting shares they represent. Each share carries
the right to one vote. (MP65)	the right to one vote. (MP65)
The Company has no voting right for the shares it	When material issues affecting the interests of
holds, and such shares shall be excluded from the	small and medium-sized investors are being
total number of voting shares represented by the	considered by the A share shareholders at
shareholders attending the general meeting.	the shareholders' meeting, the votes by small
Pursuant to the applicable laws and regulations or	and medium-sized investors shall be counted
separately. The separate voting results shall be
the Listing Rules of the Stock Exchange and the	disclosed publicly in a timely manner.
Listing Rules of SSE, whereas any shareholder is
required to abstain from voting on any particular	The Company has no voting right for the shares it
resolution or restricted to voting only for or	holds, and such shares shall be excluded from the
against any particular resolution, any vote cast by	total number of voting shares represented by the
or on behalf of such shareholder in contravention	shareholders attending the general meeting.
of such requirement or restriction shall not be
counted.

15

Original Articles	Proposed Amendments
	T h e b o a r d o f d i r e c t o r s o f t h e C o m p a n y ,
	independent directors and shareholders who
	met the relevant requirements and conditions
	may collect voting rights from the shareholders
	publicly . While collecting votes from the
	shareholders, sufficient information such as
	specific voting preference shall be disclosed
	to the persons whose voting rights are being
	collected, and may only use for such purpose
	previously published information which remains
	accurate and is not misleading at the time it is
	quoted. No consideration or other form of de
	facto consideration shall be offered, and no
	shareholders shall not be put under pressure in
	collecting the voting rights from the shareholders.
	The Company shall not impose any restriction on
	minimum shareholdings in collecting the voting
	rights. If the Company is soliciting the votes from
	the shareholders, they shall be encouraged to
	consult their professional advisers.
	Pursuant to the applicable laws and regulations or
	the Listing Rules of the Stock Exchange and the
	Listing Rules of SSE, whereas any shareholder is
	required to abstain from voting on any particular
	resolution or restricted to voting only for or
	against any particular resolution, any vote cast by
	or on behalf of such shareholder in contravention
	of such requirement or restriction shall not be
	counted.
Article 83 For election of directors, if there are	Article 83 For election of directors, if there are
more than two candidates, each share held by the	more than two candidates, each share held by the
shareholder (including the proxy thereof) has the	shareholder (including the proxy thereof) has the
same voting rights corresponding to the number	same voting rights corresponding to the number
of candidates for directors. Shareholders may cast	of candidates for directors. Shareholders may cast
their votes on different candidates or cast all votes	their votes on different candidates or cast all votes
on one candidate; however, explanations on the	on one candidate; however, explanations on the
distribution of the voting rights shall be provided.	distribution of the voting rights shall be provided.

16

Original Articles	Proposed Amendments
	Article 84 The list of candidate of directors and
	supervisors shall be submitted to the shareholders'
	meeting as a proposal for voting. The method
	and procedures for nomination of directors and
	supervisors are as follows:
	(I)	The board of directors and shareholder(s)
		holding or jointly holding more than 3%
		of the Company's shares shall nominate
		candidate(s) for director(s);
	(II)	T h e b o a r d o f d i r e c t o r s , t h e b o a r d o f
		supervisors and shareholder(s) independently
		o r j o i n t l y h o l d i n g m o r e t h a n 1% o f
		t h e C o m p a n y ' s s h a r e s s h a l l n o m i n a t e
		candidate(s) for independent director(s);
	(III) The board of supervisors and shareholder(s)
		holding or jointly holding more than 3%
		of the Company's shares shall nominate
		candidate(s) for supervisor(s) who is/are not
		employees' representative(s);
	(IV)The supervisor(s) representing employees
		in the board of supervisors shall be elected
		from the general meeting of employee
		representative(s); and
	(V) When the shareholders nominate director(s),
		independent director(s) or supervisor(s), the
		nomination proposal, details of the nominated
		candidates, declaration or undertaking of the
		candidate shall be submitted to the board of
		directors 10 business days before convening
		the general meeting.

17

Original Articles	Proposed Amendments
	T h e b o a r d o f d i r e c t o r s s h a l l i s s u e a n
	announcement or a circular on the biography
	and basic information of the candidate for
	director(s) and supervisor(s) to the shareholders,
	and the notice period for the announcement and
	circular shall comply with the regulations and
	requirements of the relevant stock exchanges
	or regulatory authorities at the place where the
	shares of the Company are listed.
	When voting on the election of director(s) and
	supervisor(s) at the shareholders' meeting,
	the cumulative voting system may be used
	in accordance with the requirements of the
	regulatory authorities of the place where the
	shares are listed, provisions of the Articles of
	Association or the resolutions at the general
	meeting. Under the cumulative voting system,
	the election of independent directors shall be
	conducted separately from that of other members
	of the board of directors. When electing two or
	more directors or supervisors, the cumulative
	voting system shall be implemented. Where the
	cumulative voting system is implemented in
	electing directors, the voting of the independent
	directors shall be conducted separately form that
	of the non-independent directors.
	Cumulative voting mentioned in the preceding
	p a r a g r a p h m e a n s t h a t w h e n d i r e c t o r s o r
	supervisors are being elected at a shareholders'
	meeting, each share has the same voting rights
	as the number of candidates for directors or
	supervisors, and the shareholders' voting rights
	may be used in a centralized manner.

18

Original Articles	Proposed Amendments
	Save as those under the cumulative voting
	system, the shareholders' meeting shall resolve
	on all the proposals separately; in the event
	of several proposals for the same issue, such
	proposals shall be voted on and resolved in the
	order of time at which they are submitted. Unless
	the shareholders' meeting is adjourned or no
	resolution can be made for special reasons such
	as force majeure, voting of such proposals shall
	neither be shelved nor refused at the shareholders'
	meeting.
Article 85 Resolutions of a general meeting shall	A r t i c l e 85A r t i c l e 86 R e s o l u t i o n s o f a
be divided into ordinary resolutions and special	shareholders' meeting shall be divided into
resolutions. (MP64)	ordinary resolutions and special resolutions.
Ordinary resolutions shall be approved by votes	(MP64)
representing more than half of voting rights	Ordinary resolutions shall be approved by votes
held by shareholders (including proxies thereof)	representing more than half of voting rights
present at the general meeting.	held by shareholders (including proxies thereof)
S p e c i a l r e s o l u t i o n s s h a l l b e a d o p t e d b y	present at the general meeting.
shareholders representing 2/3 or more of the	S p e c i a l r e s o l u t i o n s s h a l l b e a d o p t e d b y
voting rights of the shareholders (including	shareholders representing 2/3 or more of the
proxies thereof) in presence.	voting rights of the shareholders (including
	proxies thereof) in presence.
	Shareholders (including proxies thereof) present
	at the shareholders' meeting shall present one
	of the following comments for each issue that
	needs to be voted on: for, against or abstain.
	Securities registration and clearing institutions
	as the nominal holding of the Stock Connect
	Programme between Mainland and Hong Kong
	shall follow the intention of the beneficial holders
	of the shares on voting. Incomplete, wrongly
	filled, illegible or uncast votes shall be deemed as
	the voters' waiver of their voting rights, and the
	voting results representing the shares held by such
	voters shall be counted as "abstentions".

19

Original Articles	Proposed Amendments
	The Company shall, on the premise of ensuring
	the lawfulness and validity of the shareholders'
	meeting, provide convenience to shareholders in
	attending the general meeting through various
	methods and channels, with priority given to
	the provision of modern information technology
	measures such as online voting platform.
	The same voting rights shall be exercised with
	only one of the voting methods, namely on-site,
	online or other voting methods. The first voting
	result is considered as valid in case of multiple
	voting of the same voting rights.
Article 102 Where the Company convenes a class	Article 102Article 103Where the Company
meeting, a written notice shall be given 45 days	convenes a class meeting, an announcement
prior to the date of the meeting to notify all the	shall be given 45 days prior to the date of the
shareholders of the said class in the shareholders'	meetingor an announcement shall be published
register of the matters to be considered at the	at least 20 business days before the date of the
meeting, and the date and venue of the meeting.	annual general meeting and at least 15 business
Any shareholder intending to attend the meeting	days before the date of the extraordinary general
shall serve to the Company a written reply	meetingto notify all the shareholders of the said
showing his intention to attend at least 20 days	class in the shareholders' register of the matters
before the date of the meeting. The calculation of	to be considered at the meeting, and the date and
the abovementioned period shall not include the	venue of the meeting. Any shareholder intending
date on which the meeting is convened.	to attend the meeting shall serve to the Company
The quorum required by class meeting (adjourned	a written reply showing his intention to attend at
least 20 days before the date of the meeting.The
meeting excluded) convened for the purpose of	calculation of the abovementioned period shall not
any class equity right must be at least one-third of	include the date of publishing the announcement
the holders of issued shares of such class.	and that of the meeting is convened.

20

Original Articles	Proposed Amendments
Where the number of voting shares represented	The quorum required by class meeting (adjourned
by shareholders intending to attend the meeting	meeting excluded) convened for the purpose of
amounts to more than one half of the total number	any class equity right must be at least one-third of
of voting shares of that class, the Company may	the holders of issued shares of such class.
convene the class meeting; if not, the Company	Where the number of voting shares represented
shall within five days notify shareholders again
of the matters to be considered, the date and	by shareholders intending to attend the meeting
venue of the meeting in the form of public	amounts to more than one half of the total number
announcement. The Company may then convene	of voting shares of that class, the Company may
the class meeting after such announcement.	convene the class meeting; if not, the Company
(MP83)	shall within five days notify shareholders again
	of the matters to be considered, the date and
	venue of the meeting in the form of public
	announcement. The Company may then convene
	the class meeting after such announcement.
	(MP83)
Article 106 Directors shall be elected at general	Article 106Article 107Directors shall be elected
meetings for a term of three years, which is	at general meetings for a term of three years,
renewable upon re-election. The re-election term	which is renewable upon re-election. The re-
of independent directors shall not exceed six	election term of independent directors shall not
years. (MP87)	exceed six years. (MP87)
Independent directors shall be elected by the	Independent directors shall be elected by the
general meeting from candidates nominated by the	general meeting from candidates nominated by the
board of directors, the board of supervisors or one	board of directors, the board of supervisors or one
or more shareholders holding 1% or more of the	or more shareholders holding 1% or more of the
issued shares of the Company, and other directors	issued shares of the Company, and other directors
shall be elected by the general meeting from	shall be elected by the general meeting from
candidates nominated by the board of directors or	candidates nominated by the board of directors or
one or more shareholders holding 5% or more of	one or more shareholders holding 5% or more of
the issued shares of the Company.	the issued shares of the Company.
A notice of the intention to nominate a person as	A notice of the intention to nominate a person as
director and a notice by that person indicating his	director and a notice by that person indicating his
acceptance of such nomination shall be given to	acceptance of such nomination shall be given to
the Company at least seven days before convening	the Company at least seven days before convening
of the general meeting (the deadline for giving	of the general meeting (the deadline for giving
the said notice shall be calculated from the	the said notice shall be calculated from the
second day after the Company issues the notice of	second day after the Company issues the notice of
election meeting and shall not be later than seven	election meeting and shall not be later than seven
days before convening of the meeting).	days before convening of the meeting).

21

Original Articles	Proposed Amendments
The term of office of a director shall commence	The term of office of a director shall commence
from the date of appointment until the expiry of	from the date of appointment until the expiry of
the current session of the board of directors. If the	the current session of the board of directors. If the
term of office of a director expires but re-election	term of office of a director expires but re-election
is not made, the existing director shall continue to	is not made, the existing director shall continue to
perform their duties in accordance with the laws,	perform their duties in accordance with the laws,
administrative regulations, departmental rules and	administrative regulations, departmental rules and
the provisions of the Articles of Association until	the provisions of the Articles of Association until
a new director is elected and assumes office.	a new director is elected and assumes office.
Prior to the maturity of his term, a director shall	Prior to the maturity of his term, a director shall
not be removed without reason from his office by	not be removed without reason from his office by
a general meeting. Subject to all relevant laws and	a general meeting. Subject to all relevant laws and
administrative regulations and without prejudice	administrative regulations and without prejudice
to any potential claim which may be made under	to any potential claim which may be made under
any contract, the shareholders' general meeting	any contract, the shareholders' general meeting
may by ordinary resolution remove any director	may by ordinary resolution remove any director
before the expiration of his term of office.	before the expiration of his term of office.
If a director fails to attend meeting of the board	If a director fails to attend meeting of the board
of directors in person and fails to appoint any	of directors in person and fails to appoint any
other director to attend on his behalf for two	other director to attend on his behalf for two
consecutive times, he shall be deemed to be	consecutive times, he shall be deemed to be
unable to perform his duties, and the board of	unable to perform his duties, and the board of
directors shall propose to the general meeting for	directors shall propose to the general meeting for
replacement.	replacement.

22

Original Articles	Proposed Amendments
A director may resign prior to the expiry of	A director may resign prior to the expiry of
his term of service. When a director intends to	his term of service. When a director intends to
resign, he shall submit a written resignation to	resign, he shall submit a written resignation to
the board of directors. The independent directors	the board of directors. The independent directors
shall explain their resignation or the situations	shall explain their resignation or the situations
that may cause the attention of the Company's	that may cause the attention of the Company's
shareholders and creditors at their discretion.	shareholders and creditors at their discretion.
Where the resignation of a director results in the	Where the resignation of a director results in the
number of directors falls below the minimum	number of directors falls below the minimum
number prescribed in the regulations of the	number prescribed in the regulations of the
Company Law or two-thirds of the number as	Company Law or two-thirds of the number as
prescribed in the Articles of Association, or the	prescribed in the Articles of Association, or the
independent directors fall below the number as	independent directors fall below the number as
prescribed in the Articles of Association, the	prescribed in the Articles of Association, the
resignation of such director shall come into effect	resignation of such director shall come into effect
only upon filling the vacancy by the succeeding	only upon filling the vacancy by the succeeding
director. Where the board of directors fails to	director. Where the board of directors fails to
convene a general meeting for the purpose of re-	convene a general meeting for the purpose of re-
election within two months after resignation of an	election within two months after resignation of an
independent director, such independent director	independent director, such independent director
shall not have further obligation to perform his	shall not have further obligation to perform his
duties.	duties.
Without violation of relevant laws and regulations	Without violation of relevant laws and regulations
and the regulatory rules of the place where the	and the regulatory rules of the place where the
Company is listed, any director appointed to fill	Company is listed, any director appointed to fill
a casual vacancy or as an addition to the board	a casual vacancy or as an addition to the board
of directors should hold office only until the next	of directors should hold office only until the next
following annual general meeting of the Company	following annual general meeting of the Company
and should then be eligible for re-election at the	and should then be eligible for re-election at the
meeting.	meeting.
Except under the aforesaid circumstances, the	Except under the aforesaid circumstances, the
resignation of a director shall become effective	resignation of a director shall become effective
when the report of resignation is served on the	when the report of resignation is served on the
board of directors.	board of directors.
The chairman shall be elected and removed by	The chairman shall be elected and removed by
more than half of all the directors, shall serve a	more than half of all the directors, shall serve a
term of three years and is eligible for re-election.	term of three years and is eligible for re-election.

23

Original Articles	Proposed Amendments
Article 118 Meetings of the board of directors	Article 118Article 119 Regular meetings of the
shall be held at least twice a year and shall be	board of directors shall be held at leasttwicefour
convened by the chairman. Notice of the regular	times a year at approximately quarterly intervals
meeting of the board of directors shall be given at	and shall be convened by the chairman. Notice
least 14 days in advance. (MP91)	of the regular meeting of the board of directors
An extraordinary meeting of the board of directors	shall be given at least 14 days in advance. It is
expected that each regular meeting of the board
may be held within five days after receipt of the	of directors shall have a majority of directors who
proposal, if it is:	are entitled to attend the meeting attending in
	person, or participate actively through electronic

1. Proposed by shareholders representing more communication methods.(MP91) than 10% of the voting rights;

(II) Jointly proposed by more than one-third of	An extraordinary meeting of the board of directors
may be held within five days after receipt of the
the directors;		proposal, if it is:
(III) Deemed necessary by the chairman of	the	(I)	Proposed by shareholders representing more
board of directors;			than 10% of the voting rights;
(IV)J o i n t l y p r o p o s e d b y m o r e t h a n	t w o	(II)	Jointly proposed by more than one-third of
independent directors;			the directors;
(V) Proposed by the board of supervisors;		(III) Deemed necessary by the chairman of	the
(VI)Proposed by the general manager.			board of directors;
	(IV)J o i n t l y p r o p o s e d b y m o r e t h a n	t w o
			independent directors;
		(V) Proposed by the board of supervisors;
		(VI)Proposed by the general manager.
		A reasonable notice shall be given when the board
		of directors convenes other meetings of the board
		of directors.

The provisions of the Articles of Association of the Company shall remain unchanged except for the change of serial numbers due to the increase or decrease of the above articles.

24

SHAREHOLDERS' APPROVAL AND CIRCULAR

The Proposed Articles Amendments are subject to the approval by the shareholders of the Company (the "Shareholders") at the forthcoming 2019 first extraordinary general meeting of the Company to be held on 26 November 2019 (the "EGM") by way of a special resolution.

The Board will also propose a resolution at the EGM to authorise the Board to make changes in industrial and commercial registration and make relevant adjustments and revisions to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities (including but not limited to adjustments and revisions to characters, chapters and articles) in the People's Republic of China.

By order of the Board

Flat Glass Group Co., Ltd.

Ruan Hongliang

Chairman

Jiaxing, Zhejiang Province, PRC,

5 November 2019

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 Dr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.

25