Flat Glass : SUPPLEMENTAL CIRCULAR TO THE 2019 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

November 08, 2019 at 09:31 am EST

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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)

SUPPLEMENTAL CIRCULAR TO THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

This Supplemental Circular shall be read in conjunction with the Circular.

Supplemental notice convening the EGM to be held at the Conference Room, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People's Republic of China, at 3:00 p.m. on 26 November, 2019 is set out on pages EGM-1 to EGM-3 of this Supplemental Circular.

The Revised Proxy Form for use at the EGM is also enclosed with this Supplemental Circular. If you intend to attend the EGM by proxy, you are required to complete and return the enclosed Revised Proxy Form in accordance with the instructions printed thereon to the Company's H shares registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares), or to the Company's registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People's Republic of China (for holders of A Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the Revised Proxy Form shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. Shareholders should note that the Revised Proxy Form supersedes and replaces the Original Proxy Form and that the Original Proxy Form is void and invalid.

SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.

8 November 2019

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	-	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF GENERAL MEETINGS . . . . . . . . . . .	II-1

SUPPLEMENTAL NOTICE OF THE 2019 FIRST

EXTRAORDINARY MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

- i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise.

"2019 First EGM" or "EGM"	the extraordinary general meeting of the Company to
	be held at the Conference Room, Flat Glass Group Co.,
	Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing,
	Zhejiang Province, the PRC at 3:00 p.m. on Tuesday,
	26 November 2019
"Articles of Association" or	the articles of association of the Company
"Articles"
"Board"	the board of Directors of the Company
"Circular"	the circular of the Company dated 11 October 2019
"Company Law"	the Company Law of the PRC
"Directors"	the directors of the Company
"Flat Glass Group" or	Flat Glass Group Co., Ltd.* (福萊特玻璃集團股份有限公
"Company"	司, previously known as Zhejiang Flat Glass & Mirror
	Co., Ltd.* （浙江福萊特玻璃鏡業股份有限公司） and Flat
	Solar Glass Group Co., Ltd.* （福萊特光伏玻璃集團股份
	有限公司）), a joint stock limited liability company
	converted from its predecessor, Zhejiang Flat Glass &
	Mirror Ltd.* (浙江福萊特玻璃鏡業有限公司, previously
	known as Jiaxing City Naibang Trading Co., Ltd.*（嘉
	興市耐邦經貿有限公司）), a limited liability company
	established under the laws of the PRC, on 29
	December 2005 and the H Shares of which are listed
	on the Main Board of the Stock Exchange (stock code:
	6865), the A Shares of which are listed on the Main
	Board of Shanghai Stock Exchange (stock code:
	601865)
"H Share(s)"	overseas listed foreign invested share(s) in the capital
	of the Company with nominal value of RMB0.25 each,
	which are subscribed for and traded in Hong Kong
	dollars and listed on the Stock Exchange (stock code:
	6865)
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited

- 1 -

	DEFINITIONS
"Original Proxy Form"	the original form of proxy for use at the EGM enclosed
	with the Circular
"PRC"	the People's Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Proposed Articles Amendments"	the proposed amendments to the Articles of Association
	passed by the Board on 5 November 2019, subject to
	Shareholders' approval at the EGM, the details of
	which are set out in "Appendix I - Proposed
	Amendment to Articles of Association" of this
	Supplemental Circular
"Revised Proxy Form"	the revised proxy form for use at the EGM enclosed
	with this Supplemental Circular
"Share(s)"	the A Share(s) and the H Share(s)
"Shareholder(s)"	the holder(s) of the Share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental Circular"	this supplemental circular of the Company dated 8
	November 2019
"%"	percent

In this circular, unless the context otherwise requires, the terms "core connected person(s)", "connected person(s)", "connected transaction(s)", "controlling shareholder(s)" and "substantial shareholder(s)", if used, shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.

Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as total in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

Reference to the singular number includes references to the plural and vice versa and references to one gender include every gender.

English names of Chinese entities marked with "*" are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevails.

- 2 -

LETTER FROM THE BOARD

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)

Executive Directors:	Registered office, headquarters and
Mr. Ruan Hongliang (Chairman)	principal place of business in the PRC:
Ms. Jiang Jinhua	1999 Yunhe Road
Mr. Wei Yezhong	Xiuzhou District Jiaxing
Mr. Shen Qifu	Zhejiang Province PRC
Independent non-executive Directors:	Principal place of business in Hong Kong:
Dr. Cui Xiaozhong	Room C, 2/F, Capital Trade Centre,
Ms. Hua Fulan	62 Tsun Yip Street
Mr. Ng Ki Hung	Kwun Tong, Kowloon,
	Hong Kong
	8 November 2019
To the Shareholders
Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

INTRODUCTION
This Supplemental Circular should be read in conjunction with the Circular.

This Supplemental Circular includes the additional resolutions proposed by Mr. Ruan Hongliang, one of the controlling shareholders of the Company, in writing to the Board on 7 November 2019 pursuant to article 75 of the articles of association of the Company.

The purposes of this Supplemental Circular are to (i) provide you with information regarding the supplemental resolutions to be proposed at the EGM; and (ii) give you supplemental notice of the EGM.

- 3 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 5 November 2019 in relation to the Proposed Articles Amendments.

Please refer to Appendix I to this Supplemental Circular for the full text of the Proposed Articles Amendments. The Board would like to remind the Shareholders that the Chinese version of the Articles of Association shall always prevail in case of any discrepancy or inconsistency between Chinese version and its English translation.

The Proposed Articles Amendments are subject to the approval of the Shareholders by way of a special resolution at the EGM. 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 in the PRC, including but not limited to adjustments and revisions to characters, chapters and articles.

Save for the amendments as set out in the Proposed Articles Amendments, the other provisions of the Articles of Association will remain unchanged. The Proposed Articles Amendments will become effective upon the approval by the Shareholders at the EGM.

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

To further optimise the corporate governance structure of the Company, the Board proposes to amend the Rules of Procedures of General Meetings. Please refer to Appendix II to this Supplemental Circular for details of the proposed amendments.

The proposed amendments to the above Rules of Procedures of General Meetings will be approved by way of ordinary resolutions at the EGM.

The Rules of Procedures of General Meetings mentioned above are formulated in accordance with relevant laws, regulations and listing rules of the PRC, some provisions of which may be different from the requirements of the Listing Rules. In the event that the requirements of the Listing Rules and the Rules of Procedures of General Meetings mentioned above are different, the Company will comply with all relevant listing rules on which the Shares are listed, whichever is stricter or impose greater obligation. The Board would like to remind the Shareholders that the Chinese version shall always prevail in case of any discrepancy or inconsistency between Chinese version and its English translation.

IV. THE EGM

A supplemental notice convening the EGM to be held at the Conference Room, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 3:00 p.m. on 26 November, 2019, is set out on pages EGM-1 to EGM-3 of this Supplemental Circular.

- 4 -

LETTER FROM THE BOARD

To include the supplementary resolutions as set out in this Supplemental Circular to be proposed for Shareholders' approval which are not contained in the Original Proxy Form, the Revised Proxy Form is enclosed with this Supplemental Circular. Shareholders who intend to attend the EGM by proxy are required to complete and return the Revised Proxy Form, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at such meeting or any adjournment thereof should you so wish.

Shareholders should note that the Revised Proxy Form supersedes and replaces the Original Proxy Form and that the Original Proxy Form is void and invalid.

SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN.

Please refer to the Circular for details in respect of other resolutions to be considered and passed at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the EGM as set out in the notice of the EGM in the Circular and the supplemental notice of EGM enclosed in this Supplemental Circular must be taken by poll. The chairman of the EGM will therefore demand a poll for every such resolution put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share of the Company registered in his or her or its name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she or it uses in the same way.

VI. RECOMMENDATION

The above resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

- 5 -

LETTER FROM THE BOARD

VII. RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purposes of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this Supplemental Circular misleading.

Yours faithfully

By order of the Board of

Flat Glass Group Co., Ltd.

Ruan Hongliang

Chairman

- 6 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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:

- I-1 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles					Proposed Amendments

Article 1 The Articles of Association are formulated	Article 1 The Articles of Association are formulated
in accordance with the Company Law of the People's	in accordance with the Company Law of the People's
Republic of China (hereinafter referred to as the	Republic of China (hereinafter referred to as the
"Company Law"), the Securities Law of the People's	"Company Law"), the Securities Law of the People's
Republic of China (hereinafter referred to as the	Republic of China (hereinafter referred to as the
"Securities Law"), the Special Provisions of the State	"Securities Law"), the Special Provisions of the State
Council on the Overseas Offering and Listing of	Council on the Overseas Offering and Listing of
Shares by Joint Stock Limited Companies (hereinafter	Shares by Joint Stock Limited Companies (hereinafter
referred to as the "Special Provisions"), the	referred to as the "Special Provisions"), the Reply of
Mandatory Provisions for Articles of Association of	the State Council on the Adjustment of the Provisions
Companies Listed Overseas (hereinafter referred to as	Applicable to the Notice Period for Holding
the "Mandatory Provisions"), Guidance for the	Shareholders' Meeting of Overseas Listed Companies
Articles of Association of Listed Companies	(hereinafter referred to as the "Adjustment Reply"),
(hereinafter referred to as the "Guidance for Articles	the Mandatory Provisions for Articles of Association
of	Association"),	Letter	of	Opinions	on	of Companies Listed Overseas (hereinafter referred to
Supplementary Amendments to the Articles of	as the "Mandatory Provisions"), Guidance for the
Association of Companies to be Listed in Hong Kong	Articles of Association of Listed Companies
(hereinafter referred to as the "Opinions on	(hereinafter referred to as the "Guidance for Articles
Supplementary Amendments"), Rules Governing the	of	Association"),	Letter	of	Opinions	on
Listing of Securities on The Stock Exchange of Hong	Supplementary Amendments to the Articles of
Kong Limited (hereinafter referred to as the "Listing	Association of Companies to be Listed in Hong Kong
Rules of the Stock Exchange"), The Stock Listing	(hereinafter referred to as the "Opinions on
Rules of the Shanghai Stock Exchange (hereinafter	Supplementary Amendments"), Rules Governing the
referred to as the "Listing Rules of SSE", together	Listing of Securities on The Stock Exchange of Hong
with the Listing Rules of the Stock Exchange, are	Kong Limited (hereinafter referred to as the "Listing
referred to as the "Listing Rules"), and other relevant	Rules of the Stock Exchange"), The Stock Listing
requirements, with an aim to safeguard the legal	Rules of the Shanghai Stock Exchange (hereinafter
interests of Flat Glass Group Co., Ltd. (hereinafter	referred to as the "Listing Rules of SSE", together
referred to as the "Company" or "the Company"), its	with the Listing Rules of the Stock Exchange, are
shareholders and creditors and regulate the	referred to as the "Listing Rules"), and other relevant
organization and conduct of the Company. (MP1)		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)

- I-2 -

- I-3 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

Article 44 No changes of registration in the	Article 44 No changes of registration in the
shareholders' register arising from share transfer shall	shareholders' register arising from share transfer shall
be made within 30 days before convening of a	be made within 30 days before convening of a
general meeting or within five days prior to the	general meeting or within five days prior to the
benchmark date on which the Company decides to	benchmark date on which the Company decides to
distribute dividends. (MP38)	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)

Article 63 Where the Company convenes a general	Article 63 Where the Company convenes a general
meeting, a written notice shall be given 45 days prior	meeting, a written notice shall be given 45 days prior
to the date of the meeting to notify all the	to the date of the meeting to notify all the
shareholders in the shareholders' register of the issues	shareholders in the shareholders' register of the issues
to be considered at the meeting, and the date and	to be considered at the meeting, and the date and
venue of the meeting. Any shareholder intending to	venue of the meeting. Any shareholder intending to
attend the meeting shall serve the Company a written	attend the meeting shall serve the Company a written
reply showing his intention to attend at least 20 days	reply showing his intention to attend at least 20 days
before the meeting. (MP53)	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 announcement
		and that of the meeting is convened.

Article 64 Where the Company convenes a general	(Delete the existing Article 64 in its entirety)
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)

- I-4 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

Article 65 Based on the written replies received 20	(Delete the existing Article 65 in its entirety)
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 the	Article 66Article 64Notice of general meeting shall
following requirements: (MP56)	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 an		explanations for shareholders to make an
	informed judgment on the matters to be		informed judgment on the matters to be
	considered. Without limitation to the generality		considered. Without limitation to the generality
	of the foregoing, where a proposal is made		of the foregoing, where a proposal is made
	with respect to the merger of the Company		with respect to the merger of the Company
	with another company, the repurchase of		with another company, the repurchase of
	shares, restructuring of share capital, or other		shares, restructuring of share capital, or other
	reorganization of the Company, the terms of		reorganization of the Company, the terms of
	the proposed transaction must be provided in		the proposed transaction must be provided in
	detail along with copies of the proposed		detail along with copies of the proposed
	contract (if any), and the reason(s) and effect		contract (if any), and the reason(s) and effect
	of such proposal must be properly explained;		of such proposal must be properly explained;

- I-5 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Proposed Amendments

(V)

Contains a disclosure of the nature and extent

(V)

Contains a disclosure of the nature and extent

of the material interests of any director,

supervisor,

manager

other

senior

supervisor,

manager

other

senior

management in the proposed transaction and

the effect which the proposed transaction will

have on them in their capacity as shareholders

insofar as it is different from the effect on the

interests of shareholders of the same class;

(VI)

Contains the full text of any special resolution

(VI)

Contains the full text of any special 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 is

entitled to appoint one or more proxies to

attend and vote at such meeting on his behalf

and that such proxy need not be a shareholder

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

meeting;

(IX)

The date of registration of shareholding of the

(IX)

The time between thedate of registration of

shareholders for determining those shareholders

shareholding

the

shareholders

for

entitled to attend the shareholders' meeting;

determining those shareholders entitled to

and

attend the shareholders' meeting, the date of

registration and the date of the meeting shall

(X)

The names and telephone numbers of the

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.

- I-6 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

Article 67 The notice of general meeting shall be	Article 67Article 65The notice of general meeting
delivered to shareholders (whether or not they are	shall be delivered to shareholders (whether or not
entitled to vote at the general meeting) by any modes	they are entitled to vote at the general meeting) by
agreed by the local securities exchange where the	any modes agreed by the local securities exchange
Company's shares are listed (including but not	where the Company's shares are listed (including but
limited to mailing, e-mail, fax, public announcement	not limited to mailing, e-mail, fax, public
and website of local securities exchange where the	announcement and website of local securities
Company or the Company's shares are listed). The	exchange where the Company or the Company's
address of the recipient is that as shown in the	shares are listed). The address of the recipient is that
shareholders' register. For shareholders of domestic	as shown in the shareholders' register. For
shares, the notice of general meeting shall be	shareholders of domestic shares, the notice of general
delivered by mode of public announcement.	meeting shall be delivered by mode of public
		announcement.
Public announcement referred to in the preceding
paragraph shall be published in one or more	Public announcement referred to in the preceding
newspapers designated by the securities authority	paragraph shall be published in one or more
under the State Council during a period between 45	newspapers designated by the securities authority
days to 50 days prior to the date of the meeting.	under the State Council during a period between 45
Once the announcement has been published, all	days to 50 days prior to the date of the meeting.
holders of domestic shares shall be deemed to have	Once the announcement has been published, all
received the notice of the relevant general meeting.	holders of domestic shares shall be deemed to have
(MP57)		received the notice of the relevant general meeting.
		(MP57)

Article 68 The accidental omission to give notice of	Article 68Article 66 When the Company issues
meeting to, or non-receipt of notice of meeting by,	notice of shareholders' meetings in the manner as
any person entitled to receive notice shall not	required by the relevant stock exchange(s) or
invalidate the meeting and the resolutions made at the	regulatory authority(ies) of the place where the shares
meeting. (MP58)		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)

- I-7 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles				Proposed Amendments

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

- I-8 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


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.

(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.

- I-9 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Proposed Amendments

Article 74 Shareholders who request the

Article 74 Shareholders who request the convening of

convening of an extraordinary shareholders'

an extraordinary shareholders' meeting or class

meeting or class meeting shall do so

meeting shall do so according to the following

according to the following procedures:

procedures:

(I)

The

shareholder(s)

individually

(I)

The shareholder(s) individually or jointly

jointly holding more than 10% of the

holding more than 10% of the Company's total

Company's

total

voting

voting shares (inclusive) may sign one or

(inclusive) may sign one or several

several written requests with the same format

written requests with the same format

and content to propose to the board of directors

and content to propose to the board of

to convene an extraordinary general meeting or

directors to convene an extraordinary

class general meeting, and specify the subjects

general meeting or class general

of the meeting. The board of directors shall

meeting, and specify the subjects of

submit a written reply on the consent or

the meeting. The board of directors

disagreement toconvene an extraordinary or

shall

convene

extraordinary

class general meeting responsivelywithin 10

class

general

meeting

responsively

daysafter receipt of the aforesaid written

after receipt of the aforesaid written

request. The aforesaid amount of shareholding

request. The aforesaid amount of

is calculated as on the day when the

shareholding is calculated as on the

shareholders make the written request. (MP72)

day when the shareholders make the

written request. (MP72)

(II)

If the board of directors agrees to convene the

extraordinary shareholders' meeting or class

(II)

If the board of directors agrees to

meeting, it will issue a notice of shareholders'

convene

the

extraordinary

shareholders'

meeting or class meeting within 5 days of the

meeting or class meeting, it will issue a

decision of the board of directors. If there are

notice of shareholders' meeting or class

changes to the original request in the notice,

meeting within 5 days of the decision of

they should be agreed by the relevant

the board of directors. If there are

shareholders.

changes to the original request in the

notice, they should be agreed by the

(III)

If the board of directors does not agree to

relevant shareholders.

convene the

extraordinary

shareholders'

meeting, or does not reply within 10 days of

(III)

If the

board

of directors

does

not

receipt of the suggestion, shareholders

agree to convene the extraordinary

individually or together holding more than 10%

shareholders' meeting, or does not

of the shares of the Company are authorized to

reply within 10 days of receipt of the

request to the board of supervisors to hold an

suggestion,

shareholders

individually

extraordinary

shareholders'

meeting, and

or together holding more than 10% of

should be presented to the board of supervisors

the shares of the Company are

in writing.

authorized to request to the board of

supervisors to hold an extraordinary

shareholders' meeting, and should be

presented to the board of supervisors

in writing.

- I-10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

- I-11 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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 may	shareholders' meeting, the board of directors, the
submit a written provisional motion to the convener	board of supervisors and shareholder(s) individually
10 days before a general meeting is convened; the	or jointly holding more than 3% of the Company's
board of directors shall issue a supplementary notice	shares shall be entitled to propose motions to the
within two days after receipt of the said provisional	Company.
motion notifying other shareholders, and submit the
said provisional proposal to the general meeting for	Shareholder(s) individually or jointly holding more
consideration. The content of the provisional motion	than 3% of the Company's shares may submit a
shall be within the scope of business of the general	written supplementary motion(s) to the convener of
meeting, have definite subjects and specific issues for	the board of directors 10 business days before a
resolution.	shareholders' meeting is convened; the convenershall
	issue a supplementary notice within two days after
Unless otherwise provided in the preceding	receipt of the said provisional motion notifying other
paragraph, the convenor may not amend the proposals	shareholders, and submit the said provisional proposal
set out in the notice of shareholders' general meeting,	to the general meeting for consideration. The content
or add new proposals after issuing an announcement	of the provisional motion shall be within the scope of
on the notice of shareholders' general meeting.	business of the shareholders' meeting, have definite
	subjects and specific issues for resolution.shall issue
	a supplementary notice of the general meeting
	announcing the contents of the 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.

- I-12 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

(Adding Article 76)		Article 76 Provisional motions of the 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 thereof)	Article 77Article 78Shareholders (including proxies
who vote at a general meeting shall exercise their	thereof) who vote at a general meeting shall exercise
voting rights as per the number of voting shares they	their voting rights as per the number of voting shares
represent. Each share carries the right to one vote.	they represent. Each share carries the right to one
(MP65)		vote. (MP65)
The Company has no voting right for the shares it	When material issues affecting the interests of small
holds, and such shares shall be excluded from the	and medium-sized investors are being considered by
total number of voting shares represented by the	the A share shareholders at the shareholders' meeting,
shareholders attending the general meeting.	the votes by small and medium-sized investors shall
		be counted separately. The separate voting results
Pursuant to the applicable laws and regulations or the	shall be disclosed publicly in a timely manner.
Listing Rules of the Stock Exchange and the Listing
Rules of SSE, whereas any shareholder is required to	The Company has no voting right for the shares it
abstain from voting on any particular resolution or	holds, and such shares shall be excluded from the
restricted to voting only for or against any particular	total number of voting shares represented by the
resolution, any vote cast by or on behalf of such	shareholders attending the general meeting.
shareholder in contravention of such requirement or
restriction shall not be counted.

- I-13 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

		The board of directors of the Company, 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.

- I-14 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Proposed Amendments

Article 83 For election of directors, if there are more	Article 83 For election of directors, if there are more
than two candidates, each share held by the	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 of	same voting rights corresponding to the number of
candidates for directors. Shareholders may cast their	candidates for directors. Shareholders may cast their
votes on different candidates or cast all votes on one	votes on different candidates or cast all votes on one
candidate; however, explanations on the distribution	candidate; however, explanations on the distribution
of the voting rights shall be provided.	of the voting rights shall be provided.
	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)	The board of directors, the board of supervisors
		and shareholder(s) independently or jointly
		holding more than 1% of the Company's shares
		shall nominate 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.

- I-15 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

		The board of directors shall issue an 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
		paragraph means that when directors or 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.
		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.

- I-16 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Proposed Amendments

Article 85 Resolutions of a general meeting shall be	Article 85Article 86Resolutions of a shareholders'
divided into ordinary resolutions and special	meeting shall be divided into ordinary resolutions and
resolutions. (MP64)	special resolutions. (MP64)
Ordinary resolutions shall be approved by votes	Ordinary resolutions shall be approved by votes
representing more than half of voting rights held by	representing more than half of voting rights held by
shareholders (including proxies thereof) present at the	shareholders (including proxies thereof) present at the
general meeting.	general meeting.
Special resolutions shall be adopted by shareholders	Special resolutions shall be adopted by shareholders
representing 2/3 or more of the voting rights of the	representing 2/3 or more of the voting rights of the
shareholders (including proxies thereof) in presence.	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".
	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.

- I-17 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Proposed Amendments

Article 102 Where the Company convenes a class	Article 102Article 103Where the Company
meeting, a written notice shall be given 45 days prior	convenes a class meeting, an announcement shall be
to the date of the meeting to notify all the	given 45 days prior to the date of the meetingor an
shareholders of the said class in the shareholders'	announcement shall be published at least 20 business
register of the matters to be considered at the	days before the date of the annual general meeting
meeting, and the date and venue of the meeting. Any	and at least 15 business days before the date of the
shareholder intending to attend the meeting shall	extraordinary general meetingto notify all the
serve to the Company a written reply showing his	shareholders of the said class in the shareholders'
intention to attend at least 20 days before the date of	register of the matters to be considered at the
the meeting. The calculation of the abovementioned	meeting, and the date and venue of the meeting. Any
period shall not include the date on which the	shareholder intending to attend the meeting shall
meeting is convened.	serve to the Company a written reply showing his
	intention to attend at least 20 days before the date of
The quorum required by class meeting (adjourned	the meeting.The calculation of the abovementioned
meeting excluded) convened for the purpose of any	period shall not include the date of publishing the
class equity right must be at least one-third of the	announcementand that of the meeting is convened.
holders of issued shares of such class.
	The quorum required by class meeting (adjourned
Where the number of voting shares represented by	meeting excluded) convened for the purpose of any
shareholders intending to attend the meeting amounts	class equity right must be at least one-third of the
to more than one half of the total number of voting	holders of issued shares of such class.
shares of that class, the Company may convene the
class meeting; if not, the Company shall within five	Where the number of voting shares represented by
days notify shareholders again of the matters to be	shareholders intending to attend the meeting amounts
considered, the date and venue of the meeting in the	to more than one half of the total number of voting
form of public announcement. The Company may	shares of that class, the Company may convene the
then convene the class meeting after such	class meeting; if not, the Company shall within five
announcement. (MP83)	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)

- I-18 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

- I-19 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

- I-20 -

APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


Original Articles		Proposed Amendments

Except under the aforesaid circumstances, the	Except under the aforesaid circumstances, the
resignation of a director shall become effective when	resignation of a director shall become effective when
the report of resignation is served on the board of	the report of resignation is served on the board of
directors.		directors.
The chairman shall be elected and removed by more	The chairman shall be elected and removed by more
than half of all the directors, shall serve a term of	than half of all the directors, shall serve a term of
three years and is eligible for re-election.	three years and is eligible for re-election.

Article 118 Meetings of the board of directors shall	Article 118Article 119 Regular meetings of the
be held at least twice a year and shall be convened	board of directors shall be held at leasttwicefour
by the chairman. Notice of the regular meeting of the	times a year at approximately quarterly intervalsand
board of directors shall be given at least 14 days in	shall be convened by the chairman. Notice of the
advance. (MP91)		regular meeting of the board of directors shall be
		given at least 14 days in advance. It is expected that

An extraordinary meeting of the board of directors	each regular meeting of the board of directors shall
may be held within five days after receipt of the	have a majority of directors who are entitled to attend
proposal, if it is:		the meeting attending in person, or participate
		actively through electronic communication methods.

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

		An extraordinary meeting of the board of directors
(II)	Jointly proposed by more than one-third of the	may	be held within five days after receipt of 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)	Jointly proposed by more than two independent	(II)	Jointly proposed by more than one-third of the
	directors;		directors;
(V)	Proposed by the board of supervisors;	(III)	Deemed necessary by the chairman of the
			board of directors;
(VI)	Proposed by the general manager.
		(IV)	Jointly proposed by more than two 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.

- I-21 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

Rules of Procedures for General Meetings of Flat Glass Group Co., Ltd.

Chapter 1 General Provisions

Article 1

To regulate the behavior of Flat Glass Group Co., Ltd. ("the Company") and ensure that the general meeting can exercise its functions and powers according to law, these Rules are formulated in accordance with Company Law of the People's Republic of China (hereinafter referred to as Company Law), Securities Law of the People's Republic of China (hereinafter referred to as Securities Law), Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as Hong Kong Listing Rules), Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as Listing Rules of SSE), Rules of general meeting of shareholders of listed companies (2014 second revision)and other relevant laws, administrative regulations and normative documents and Articles of Association of Flat Glass Group Co., Ltd. (hereinafter referred to as "Articles of Association").

Article 2

The Company shall convene general meetings in strict accordance with the relevant provisions of the laws, administrative regulations and the Articles of Association, and shall ensure that shareholders can exercise their rights according to law.

The Board shall by due diligence perform its duties, and shall organize general meetings in a serious and timely manner. All the directors of the Company shall be diligent and responsible to ensure the normal convening of a general meeting and its lawful exercise of functions and powers.

Article 3

The general meeting shall exercise its functions and powers within the scope specified by the Company Law and the Articles of Association.

The functions and powers of the shareholders' general meeting specified in the articles of association shall not be granted to the board of directors or to any other institution or individual. The shareholders' general meeting may, in the form of a resolution, be granted to the board of directors on behalf of the board of directors, in addition to the specific functions and powers specified in the articles of association of the company.

- II-1 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 4

General meetings are classified into annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year within six months after the end of the preceding fiscal year.

Extraordinary general meetings shall be convened irregularly. In any of the following circumstances, the Company shall convene an extraordinary general meeting within two months from the date upon which the circumstance occurs:

The number of directors falls short of the quorum stipulated in the Company Law or is less than two thirds of the number specified in the Articles of Association;

The unrecovered losses of the Company amount to one third of the total amount of its share capital;

Shareholder(s) holding more than 10% (inclusive) of the Company's issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;

(IV) The Board deems necessary;

(V) The Supervisory Committee proposes to convene such meeting;

(VI) More than 1/2 of the independent directors propose to convene such meeting;

(VII) Other circumstances stipulated by laws, administrative regulations, departmental rules, the Articles of Association, Hong Kong Listing Rules or Listing Rules of SSE occur.

The calculation of the proportion of the shares in the preceding paragraph (three) shall be calculated as the date on which the shareholder(s) submit(s) a written request.

Companies cannot be convened the general meeting of shareholders within the time mentioned above, which shall be reported to the local China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission (CSRC)) dispatched institutions and securities exchange, and the company should give the reasons and make an announcement in respect thereof.

Article 5

In convening a general meeting, the Company shall engage a lawyer to provide legal opinions and publish an announcement on the following issues:

Whether the convening and convening procedure of the meeting comply with laws, administrative regulations and the Articles of Association;

- II-2 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

(II) Whether the attendees and convener of the meeting are eligible;

Whether the voting procedures and results of the meeting are lawful and valid;
(IV) Legal opinions on other relevant matters upon request by the Company.

Chapter 2 Convening of General Meetings

Article 6

The board of directors shall convene the general meeting of shareholders on time in accordance with the relevant requirements of the articles of association, Hong Kong Listing Rules and Listing Rules of SSE.

Article 7

An extraordinary general meeting may be convened upon proposal by independent directors to the Board. Regarding the proposal of the independent directors to convene an extraordinary general meeting, the Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Where the Board does not agree to convene the extraordinary general meeting as proposed by the independent directors, it shall give the reasons and make an announcement in respect thereof.

Article 8

The Supervisory Committee shall be entitled to propose to the Board to convene an extraordinary general meeting, and shall put forward its proposal to the Board in writing. The Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Any change to the original proposal set forth in the notice shall be subject to approval by the Supervisory Committee.

If the Board does not agree to convene the extraordinary general meeting or fails to give a written reply within 10 days after receipt of the proposal, the Board shall be deemed as unable to or failing to perform the duty of convening the general meeting, and the Supervisory Committee may convene and preside over the meeting by itself.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 9

An extraordinary general meeting may be convened upon request by two or more shareholders severally or jointly holding more than 10% shares of the Company to the Board, and such request shall be put forward to the Board in writing. The Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the request.

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Any change to the original request set forth in the notice shall be subject to approval by the relevant shareholders.

If the Board does not agree to convene the extraordinary general meeting or fails to give a reply within 10 days after receipt of the request, shareholders severally or jointly holding more than 10% shares of the Company shall be entitled to propose to the Supervisory Committee to convene an extraordinary general meeting, and shall put forward such request to the Supervisory Committee in writing.

If the Supervisory Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after receipt of such request. Any change to the original proposal set forth in the notice shall be approved by the relevant shareholders.

In case of failure to issue the notice of the general meeting within the term stipulated, the Supervisory Committee shall be deemed as failing to convene and preside over the general meeting. As a result of its failure to do so for more than 90 consecutive days, shareholder(s) severally or jointly holding more than 10% shares of the Company may convene and preside over such meeting by himself/themselves.

Article 10

Where the Supervisory Committee or shareholder(s) decide(s) to convene a general meeting by itself/themselves, it/they shall notify the Board in writing and it/they shall also issue the resolution of the general meeting and file with the authority appointed by CSRC at the location of the Company and the Stock Exchange at the same time.

Before the resolution of the shareholders' meeting, the shareholders' shareholding ratio shall not be less than 10%. When the board of supervisors and the convening of the shareholders decide to send a notice of the general meeting of shareholders and the announcement of the resolution of the shareholders' general meeting, they shall also submit the relevant certification materials to the CSRC dispatched institutions and the local stock exchange at the same time.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 11

With regard to the general meeting convened by the Supervisory Committee or shareholders on its/their own initiative, the Board and its secretary or the secretary of the company shall offer cooperation. The Board shall provide a shareholders' register as of the equity registration date. Where the Board fails to provide the shareholders' register, the convener may apply to the securities registration and clearing authority to obtain it upon presentation of the announcement relating to the notice of the general meeting. The shareholders' register obtained by the convener shall not be used for other purposes except for the general meeting.

Article 12

Where the Supervisory Committee or shareholder(s) convene(s) the general meeting, the expenses incurred therefrom shall be borne by the Company.

Chapter 3 Proposals and Notice of General Meetings

Article 13

The content of a proposal shall be determined by the general meeting, shall have definite topics and specific issues for resolution, and shall comply with the relevant provisions of laws, administrative regulations and the Articles of Association.

Article 14

Where the Company convenes a general meeting, the Board, Supervisory Committee, and shareholder(s) severally or jointly holding more than 3% shares of the Company may make proposals to the Company in written form. Matters within the scope of authority of the shareholders' meeting of the proposal shall be included in the agenda of the meeting.

Shareholder(s) severally or jointly holding more than 3% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting within two days after receipt of the proposal and announce the content of the provisional proposal.

Save as specified in the preceding paragraph, the convener shall not change the proposal set out in the notice of the general meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of general meeting or not complying with the preceding article of these Rules shall not be voted on or resolved at the general meeting.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 15

Where the Company convenes a general meeting, a written notice shall be given 45 days prior to the date of the meeting to notify all the shareholders in the shareholders' register of the matters to be considered at the meeting, and the date and venue of the meeting. Any shareholder intending to attend the general meeting shall deliver to the Company a written reply showing his intention to attend 20 days before the meeting.

When the Company convenes a general meeting, the convener shall notify the Shareholders by way of announcement at least 20 clear business days before the date of the annual general meeting, and for an extraordinary general meeting, the Shareholders shall be notified by way of announcement at least 15 clear business days before the date of the meeting.

The duration of the aforesaid notice of the general meeting shall not include the date on which then announcement is published andmeeting is convened. The business day mentioned in the Rules shall mean the date on which the Hong Kong Stock Exchange opens for securities trading.

Article 16

The Company shall, based on the written replies received 20 days prior to the date of the general meeting, calculate the number of voting shares held by shareholders intending to attend the meeting. Where the number of voting shares represented by shareholders intending to attend the meeting amounts to more than one half of the Company's voting shares, the Company may convene the general meeting; if not, the Company shall, within five days, notify shareholders again of the matters to be considered, venue, date and time of the meeting in the form of public announcements. The Company may then convene the general meeting after such announcements.

Extraordinary shareholders' general meeting cannot decide the matters have not been specified in the notice.

Article 17Article 16

Notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific content of all the proposals, and all the information or explanations required to make reasonable judgments on the matters to be discussed. The independent directors need to pass comment on the matters to be discussed, so the opinions of the independent directors should also be disclosed at the same time when the shareholders' general meeting notice or supplementary notice be issued.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 18Article 17

If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of such meeting shall adequately disclose the detailed information of the director or supervisor candidates in accord with Hong Kong Listing Rules and Listing Rules of SSE, which information shall at least include:

Personal particulars, including educational background, work experiences, and concurrent positions;

Whether one has any related connection with the listed company, its controlling shareholders and effective controllers;

(III) The amount of shares of the company one holds;

(IV) Whether one has been punished by CSRC or any other relevant department or reprimanded by the stock exchange.

Unless a director or supervisor is elected via the cumulative voting system, each candidate for director or supervisor shall be proposed via a single proposal.

Article 19Article 18

The notice of general meeting shall:

Be made in writing;

(II) Specify the venue, date and time of the meeting;

(III) State matters and proposals to be discussed at the meeting;

(IV) Provide the shareholders with such information and explanation as necessary for them to make informed decisions in connection with the matters to be discussed; this principle includes (but is not limited to) where a proposal is made to merge the company, to repurchase shares of the company, to reorganize its share capital or to make any other reorganization of the company, and detailed conditions of the proposed transaction shall be provided together with contracts (if any) and the cause and effect of any such proposal shall also be properly explained;

Disclose the nature and extent of the interest where any director, supervisor, president or other senior executive have a material interest in the proposed matters to be discussed; describe the difference where the impact of the matters to be discussed on such director, supervisor, president or senior executive in their capacity as shareholders is different from the impact on other shareholders of the same class;

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

(VI) Contain the full text of any special resolution proposed to be passed at the meeting;

(VII) Contain a clear statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such meeting on his behalf and that such proxy need not be a shareholder;

(VIII) Specify the time and venue for serving the power of attorney for the voting proxy for the meeting;

(IX) Specify the equity registration date of shareholders entitled to attend the general meeting;

(X) Specify the name and telephone number of the coordinator of the meeting;

(XI) And other content of disclosure of Hong Kong Listing Rules and Listing Rules of SSE.

The interval between the equity registration date and the date of meeting may not be more than seven workdays except as otherwise required by the relevant stock exchange or regulatory authority where the shares are listed. Once the equity registration date has been confirmed, which cannot be changed anymore.

Article 20Article 19

The notice of a general meeting shall be delivered in any permitted way of the Stock Exchange that company listed on (including, but not limited to post, e-mail, bulletin, published on the website of the company or the relevant stock exchange websites, etc.) to shareholders (whether or not they are entitled to vote at the general meeting) delivery to their addresses as shown in the shareholders' register. For domestic shareholders (A shareholders after A share listed), notices of general meetings may be issued by announcement.

The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the regulatory securities authority under the State Council within 45 days or 50 days before the meeting convened. Once the announcement has been published, all holders of domestic listed shares shall be deemed to have received the notice of relevant general meeting. For H shareholders, announcement shall be published based on the Hong Kong Listing Rules.

Article 21Article 20

After the notice of general meeting is issued, the same meeting shall not be postponed or cancelled without proper reasons.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

In the case of any postponement or cancellation of the meeting, the convener shall make an announcement and give the reasons therefor at least two workdays prior to the date on which the meeting is originally scheduled.

Article 22

After the notice of general meeting is issued, the proposals set out in the notice shall not be cancelled without proper reasons. In the case of cancellation, the convener shall make an announcement and give the reasons therefor at least two workdays prior to the date on which the meeting is originally scheduled.

Chapter 4 Convening of General Meetings

Article 23

Before the Company convenes the Genera meetings, a date for equity determined (the equity registration date) shall be decided by the board of directors. When the equity registration date ends, those shareholders who are registered are the shareholders of the company.

The registration of shareholders is not allowed to change 30 days before the meeting convened because of equity transfer.

Article 24Article 21

When the Company issues notice of shareholders' general meeting in the manner required by the relevant stock exchanges or regulatory authorities of the place where the shares are listed,People who have rights to be notified but have not received or been notified a notice of the meeting by accident, the meeting and the decision will not be invalid because of this.

Article 25Article 22

The place where the Company convenes a general meeting shall be the domicile of the Company or the site which the convener of a general meeting determined in the notice of the general meeting in accordance with the principle of facilitating the Shareholders' participation in the general meeting.

The general meeting shall set a venue and be held in the form of on-site meeting, and it shall be also in accordance with the provisions of laws, administrative regulations, and the China Securities Regulatory Commission or the articles of association, and the company will provide a convenience for the shareholders to participate in the general meeting under a safe, economy, convenient internet network and other ways. Shareholders who attend the general meeting in the manner mentioned above, which will be seen as attended.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 23

When the general meeting of the Company use the internet or other methods, the voting time and the voting procedure of the internet or other methods should be stated clearly in the notice of the general meeting.

The opening time for voting at a general meeting held by way of Internet or other means shall not be earlier than 3:00 p.m. on the day before the on-site general meeting, and shall not be later than 9:30 a.m. on the day of the on-site general meeting, and the closing time shall not be earlier than 3:00 p.m. on the day of the closing of the on-site general meeting.

Article 26Article 24

The board of directors and the other conveners shall take necessary measures to ensure the normal order of the general meeting. The company will take measures to prevent the interference of the general meeting, affray and violations of the legitimate rights and interests of the shareholders and report the situation(s) to the relevant departments to investigate immediately.

Article 27Article 25

The shareholders may attend general meetings and exercise the voting rights by themselves, or they can also entrust a proxy to attend the meetings and exercise the voting rights within their authorization.

All shareholders in the shareholders' register on the equity registration date or proxies thereof shall be entitled to attend general meetings, the company and the conveners cannot refuse them under any reasons.

Article 28Article 26

Shareholders attending the general meeting shall present their share account cards, identity card or other identity certificate; Proxies attending the general meeting on behalf of an individual shareholder shall also present his/her identity card and the power of attorney of the shareholder.

Article 29Article 27

Attendees register shall be prepared by the Company, which register shall state the names (or names of the corporations), identification card number and the number of voting shares held or represented, names of the principal (or names of the corporations) and so on.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 30Article 28

All directors, supervisors and the Secretary of the Board or the company shall attend general meetings of the Company, and other senior executives shall be present at the meetings without voting rights.

Article 31Article 29

Where a general meeting is convened by the Board, the chairman of the Board shall preside the meeting. If the chairman is unable or fails to perform his duties, the deputy chairman shall convene and preside the meeting. In the event that the deputy chairman is unable or fails to perform his duties, a director shall be elected by a simple majority of directors to preside the meeting.

Article 32Article 30

A general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee cannot or does not fulfil the duty thereof, more than half of the supervisors may elect a supervisor to preside over the meeting.

Article 33Article 31

A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convener.

Article 34Article 32

When a general meeting is held and the presider violates these Rules which makes it difficult for the general meeting to continue, a person may be elected at the general meeting to act as the presider, subject to the approval of more than half of the attending shareholders with voting rights.

Article 35Article 33

The Board and the Supervisory Committee shall report their work in the preceding year at the annual general meeting. Also, every independent director should give a work report.

Article 36Article 34

In addition to the case involving the Company's commercial secrets cannot be disclosed, the directors, supervisors and senior management staff should make interpretation and illustration according to the queries of shareholders.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 37Article 35

The presider shall, prior to voting, declare the number of attending shareholders and their proxies as well as the total number of their voting shares, and the number of attending shareholders and their proxies and the total number of their voting shares shall be as recorded in the meeting's register.

In addition to the presider of the meeting should make decisions under the principle of honesty and credit, allowing to make resolutions on purely procedural or administrative matters by a show of hands, On the general meeting, any proposal made by the shareholders must be carried out in the form of voting. "Procedure and administrative matters" includes:

not contained in the agenda of the general meeting or any supplementary shareholders of circular; and (2) referred to the presider of the meeting shall maintained the meeting in order and / or permit assembly affairs more properly to process, while let all shareholders have responsibilities of having a reasonable opportunity to express their opinions.

Article 38Article 36

When the shareholders and the intended consideration of the general meeting are related, voting should be avoided; the voting shares held by the shareholders will not be counted into the total number of voting shares of shareholders who attend the general meeting. The announcement of the resolutions of the general meeting shall fully disclose the voting results of the non-related shareholders.

Article 39Article 37

The general meetings should consider significant matters affecting the interests of small investors; the voting of small investors should be counted separately. And the results shall be disclosed publicly timely.

The board of directors of the company, independent directors and shareholders who are qualified under relevant provisions can openly solicit the voting right of the shareholders. The purpose and information of soliciting the voting right of the shareholders should be fully disclosed. Prohibit paying or in any disguised form of compensation to solicit the voting right from the shareholders. And the company shall not limit the minimum shareholding percentage on soliciting the voting right.

Article 40Article 38

The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 41Article 39

Resolutions in respect of the election of two or more directors or supervisors shall be passed by way of cumulative voting pursuant to the Articles of Association or resolutions of the general meeting. When the controlling proportion of controlling shareholders of the total number of shares of the company is over 30%, the meeting shall implement the cumulative voting system.

Cumulative voting mentioned in the preceding paragraph means that when directors or supervisors are being elected at a general meeting, each share has as many voting rights as the candidates for directors or supervisors, and the shareholders' voting rights may be used in a concentrated manner.

Article 42Article 40

Save under the cumulative voting system, the general 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 general 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 general meeting.

Article 43Article 41

No amendment shall be made to a proposal when it is considered at a general meeting, otherwise, the relevant amendment shall be deemed as a new proposal and shall not be voted on at the general meeting. General meetings shall not determine matters not published in the notice.

Article 44Article 42

The same voting right can only be exercised in only one form: onsite, over the network, or otherwise. Where the same voting right is exercised more than once, the voting result of the first time shall prevail.

Article 45Article 43

A shareholder attending a general meeting shall express one of the following opinions on any proposal to be voted on: pro, con or abstention.

Securities registration and clearing institutions as the name of the holder of Shanghai and Hong Kong stock, but excludes the declaration according to the actual holders.

Blank, wrong, 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".

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 46Article 44

When proposals are voted on at the general meeting, two shareholders' representatives shall be appointed to count, and monitor counting of, the votes. Where any shareholder has interests in any issue considered, the said shareholder or proxy thereof shall not participate in counting and monitoring of ballots.

When proposals are voted on at the general meeting, the lawyer, shareholders' representative and supervisors' representative shall be jointly responsible for the counting and monitoring of the ballots.

Shareholders of listed companies or proxies thereof voting over the network or otherwise shall have the right to check their voting results via the corresponding voting system.

Article 47Article 45

A general meeting shall not conclude earlier at the venue than over the network or otherwise, and the presider shall announce the voting result of every proposal and announce whether the proposal is passed or not according to the voting result.

Before the voting result is announced, the relevant parties including the listed company, counting officer, monitoring officer, major shareholders and network service provider involved at the venue, over the network or otherwise shall have the confidentiality obligation.

Article 48Article 46

Resolutions of the general meeting shall be announced in due time. The announcement shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the voting method, the voting result for every proposal and the details of each of the resolutions passed.

The Company shall make statistics and report on the attendance and voting of the domestic Shareholders (A shareholders) and foreign shareholders (H shareholders), respectively.

Article 49Article 47

Where a proposal has not been passed or the resolutions of the preceding general meeting have been changed at the current general meeting, special mention shall be made in the announcement of the resolutions of the general meeting.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 50Article 48

Minutes of a general meeting shall be kept by the Secretary of the Board or the company. The minutes of the meeting shall specify:

the date, venue and agenda of the meeting, and the name of the convener;

the names of the presider, and the directors, supervisors, president and other senior executives attending or present at the meeting;

the number of shareholders and proxies attending the meeting, the total number of voting shares they represent and the proportion of these shares to the total number of shares of the Company;

(IV) the process of discussion in respect of each proposal, highlights of speeches and the voting result;

details of the inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

(VI) the names of the lawyer, counting officer and monitoring officer;

(VII) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

The attending directors, supervisors, Secretary of the Board or the company, convener or representative thereof, and preside shall sign the minutes of the meeting, the convener shall ensure the meeting minutes are true, accurate and complete. The minutes of the meeting, the signed attendance record of those shareholders on the spot and the power of attorney for attendance by proxy, and the valid information relating to the voting over network or by other means shall be kept for 10 years.

Article 51Article 49

The convener shall ensure that the general meeting is held continuously until final resolutions have been reached. If the general meeting is terminated or fails to reach any resolution due to force majeure or for other special reasons, the convener shall take necessary action to resume the general meeting as soon as possible or directly terminate the general meeting and make a responsive announcement. Meanwhile, the convener shall report to authority appointed by CSRC in the location of the Company and the stock exchange.

Article 52Article 50

Where a proposal on election of directors or supervisors is passed at the general meeting, the directors elect or supervisors elect shall take office after announcement of the voting result.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 53Article 51

Where a proposal on cash dividends, bonus shares or increase of share capital by way of transfer from capital reserves, the Company shall implement the specific scheme within two months after conclusion of the general meeting.

Article 54Article 52

If the resolution of the General Meeting is in violation of the laws and administrative regulations, the resolution will be invalid.

The controlling shareholders and actual controllers of the company shall not restrict or interfere with the small and medium investors in accordance with the law to exercise their right to vote, or damage to the company and the small and medium investors' legitimate rights and interests.

The procedure of convening the General Meeting and the voting formula are in violation of laws, administrative regulations or articles of association, or the resolution is in violation of the articles of association, the shareholders may after a resolution is made, from within 60 days, request the people's court to revoke.

Chapter 5 Supervisory Measures

Article 55Article 53

Within a prescribed time period defined by these rules, the listed companies do not to convene a general meeting without justifiable reasons, the stock exchange has rights to suspend trading and derivative products of the listed company, and require the board of directors to give explanations and make an announcement.

Article 56Article 54

If the convening and holding of the General Meeting and the disclosure of relevant information do not meet the requirements of laws, administrative regulations, the rules and articles of association, the China Securities Regulatory Commission and agency has the right to order it to make corrections, and the stock exchange to be publicly condemned; if the circumstances are serious or not to be corrected, the China Securities Regulatory Commission the relevant personnel to implement banning the entry into the securities market.

Article 57Article 55

If directors, supervisors, or secretaries of the board are in violation of the law, provisions of the administrative regulations, the rules and articles of association, and not earnestly perform their duties, the China Securities Regulatory Commission and its dispatched institution have the right to order them to make corrections, and the stock

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

exchange will condemn them publicly; if the circumstances are serious or have not been corrected, relevant staff of the China Securities Regulatory Commission can make implements to ban the entry into the securities market.

Chapter 6 Supplementary Provisions

Article 58Article 56

The announcement or notice of the Rules refers to the contents of the information disclosed in the designated newspapers and periodicals of China Securities Regulatory commission except as otherwise required by the relevant stock exchange or regulatory authority where the shares are listed. Notice or announcement with a longer length, the company may choose to specify the contents of the disclosure briefly in the designated newspapers and periodicals of China Securities Regulatory commission, but the full text should also be published on the website of the China Securities Regulatory commission.

Article 59Article 57

The phrases "more than" and "within" as mentioned in these Rules are inclusive while "exceeding", "less than" and "more than" are exclusive.

Article 60Article 58

In any of the following circumstances, the rules shall be amended to be:

After the modification of the articles of association, the provisions of these rules are inconsistent with the articles of association of the amended;
The General Meetings decide to amend the rules.

Article 61Article 59

The unsettle affairs of the rules are applicable to the provisions of the relevant laws, regulations, rules and regulatory documents and the articles of association. If the provisions of these rules are inconsistent with relevant laws, regulations, rules, regulations document and the articles of association and Hong Kong Listing Rules or Listing Rules of SSE, the provisions of relevant laws, regulations, rules, regulations document and the articles of association and Hong Kong Listing Rules or Listing Rules of SSE shall prevail.

Article 62Article 60

These Rules shall be subject to interpretation by the Board of the Company as an appendix of Articles of Association.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Article 63Article 61

These Rules shall come into effect upon deliberation and approval of the general meeting of the Company and after IPO of the Company within the territory of the People's Republic of China and listing of the said shares in the stock exchange.

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SUPPLEMENTAL NOTICE OF THE 2019

FIRST EXTRAORDINARY GENERAL MEETING

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)

SUPPLEMENTAL NOTICE OF THE 2019 FIRST

EXTRAORDINARY GENERAL MEETING

Reference is made to the (i) circular of Flat Glass Group Co., Ltd. (the "Company") dated 11 October 2019 (the "Circular"); (ii) notice of the extraordinary general meeting of the Company for the 2019 first extraordinary general meeting of the Company to be held on

26 November 2019 ("EGM") dated 11 October 2019 (the "Original Notice of EGM"); (iii) the supplemental circular of the Company dated 8 November 2019 (the "Supplemental Circular"); and (iv) the supplemental notice of the EGM dated 8 November 2019, which set out details of the resolutions to be proposed at the EGM for approval. Capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular unless otherwise specified.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that for the EGM to be held at Conference Room, Flat Glass Group Co., Ltd., 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 3:00 pm on 26 November 2019, for the purpose of considering and, if thought fit, passing the following resolution, with or without modifications, the following resolutions in addition to the resolutions set out in the Original Notice of EGM:

ORDINARY RESOLUTION

To consider and approve the proposed amendments to the Rules of Procedures of General Meeting.

- EGM-1 -

SUPPLEMENTAL NOTICE OF THE 2019

FIRST EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve:

the proposed amendments to the Articles of Associations; and
the Board be authorized to make changes in industrial and commercial registration and make relevant adjustments and revision to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities in the PRC, including but not limited to adjustment and revisions to characters, chapters and articles.

By order of the Board of

Flat Glass Group Co., Ltd.

Ruan Hongliang

Chairman

Jiaxing, Zhejiang Province, the PRC

8 November 2019

As at the date hereof, the executive directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu. Independent non-executive directors are Mr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.

Notes:

Shareholders should note that the Revised Proxy Form supersedes and replaces the Original Proxy Form and that the Original Proxy Form is void and invalid. SHAREHOLDERS WHO HAVE SIGNED AND RETURNED THE ORIGINAL PROXY FORM SHOULD COMPLETE AND RETURN THE REVISED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
The Revised Proxy Form is enclosed with the Supplemental Circular. In order to be valid, the Revised Proxy Form must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong and, for holders of A shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM (or any adjournment thereof) for taking the poll. If the Revised Proxy Form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the Revised Proxy Form. Completion and return of the Revised Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarised copy of the relevant authorisation instrument

- EGM-2 -

SUPPLEMENTAL NOTICE OF THE 2019

FIRST EXTRAORDINARY GENERAL MEETING

signed by the board of directors or other authorised parties of the corporate Shareholders or other notarised documents allowed by the Company. Proxies shall produce their identity documents and the Revised Proxy Form signed by the Shareholders or their attorney when attending the EGM.

Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
The address of the head office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

- EGM-3 -

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Flat Glass Group Co. Ltd. published this content on 08 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2019 14:29:09 UTC

Delayed Hong Kong S.E. Other stock markets 01:51:33 2024-04-26 am EDT			5-day change	1st Jan Change
17.96 ^HKD	+1.58%		+8.45%	+36.27%

Apr. 03	Tranche Update on Flat Glass Group Co., Ltd.'s Equity Buyback Plan announced on February 23, 2024.	CI
Mar. 27	Jefferies Adjusts Flat Glass Group’s Price Target to 34.41 Yuan From 30.10 Yuan, Keeps at Buy	MT

Tranche Update on Flat Glass Group Co., Ltd.'s Equity Buyback Plan announced on February 23, 2024.	Apr. 02	CI
Jefferies Adjusts Flat Glass Group’s Price Target to 34.41 Yuan From 30.10 Yuan, Keeps at Buy	Mar. 27	MT
Jefferies Adjusts Flat Glass Group’s Price Target to HK$23.04 From HK$19.83, Keeps at Buy	Mar. 27	MT
Flat Glass Group's Profit Rises as Revenue Jumps	Mar. 27	MT
Flat Glass Group Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 26	CI
Flat Glass Group Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2023	Mar. 26	CI
Xinyi Solar Shares on Winning Streak After Strong Earnings, Sector Recovery	Mar. 08	DJ
Flat Glass Group Co., Ltd. announces an Equity Buyback for CNY 600 million worth of its shares.	Feb. 23	CI
Flat Glass Group Co., Ltd. authorizes a Buyback Plan.	Feb. 22	CI
Flat Glass Group Co., Ltd. commences an Equity Buyback Plan for 45,000,000 shares, representing 10% of its issued share capital, under the authorization approved on December 4, 2023.	Jan. 22	CI
Flat Glass to Invest $290 Million on Two Factories in Indonesia	Nov. 14	MT
Flat Glass Group Co., Ltd. Approves Interim Dividend for the Six Months Ended 30 June 2023, Payable on 27 November 2023	23-10-31	CI
Flat Glass’ Profit Up 76% in Q3	23-10-30	MT
Flat Glass Group Co., Ltd. Reports Earnings Results for the Nine Months Ended September 30, 2023	23-10-30	CI
Flat Glass Group Co., Ltd. Announces Interim Dividend for the Six Months Ended 30 June 2023	23-10-09	CI
Flat Glass Group Co., Ltd. Proposes Amendment to the Articles of Association	23-10-09	CI
Flat Glass’ Profit Up in H1	23-08-29	MT
Flat Glass Group Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-28	CI
Flat Glass Group Co., Ltd. Announces Interim Dividend for the Six Months Ended 30 June 2023	23-08-28	CI
Flat Glass Group Co., Ltd. Approves the Appointment of Ms. Ruan Zeyun as an Executive Director	23-07-24	CI
Flat Glass Group Co., Ltd. announced that it has received CNY 5.999999984 billion in funding from a group of investors	23-07-20	CI
Diatreme Eyes Silica Supply Deal with Flat Glass	23-07-13	MT
Flat Glass Group Co., Ltd.(SHSE:601865) dropped from SSE 180 Index	23-06-09	CI
Flat Glass Group Co., Ltd.(SHSE:601865) dropped from Shanghai Stock Exchange 180 Value Index	23-06-09	CI
Flat Glass Group Co., Ltd. Announces Executive Changes	23-06-06	CI

	1st Jan change	Capi.
FLAT GLASS GROUP CO., LTD.	+36.27%	7.48B
LONGI GREEN ENERGY TECHNOLOGY CO., LTD.	-20.22%	19.11B
FIRST SOLAR, INC.	+1.59%	18.73B
ENPHASE ENERGY, INC.	-18.40%	14.67B
TONGWEI CO.,LTD	-15.10%	13.2B
JINKO SOLAR CO., LTD.	-14.33%	10.48B
XINJIANG DAQO NEW ENERGY CO.,LTD.	-19.85%	6.99B
JA SOLAR TECHNOLOGY CO., LTD.	-32.24%	6.43B
NEXTRACKER INC.	-8.26%	5.87B
XINYI SOLAR HOLDINGS LIMITED	+16.01%	5.95B

Flat Glass Group Co., Ltd.

Equities

6865

CNE100002375

Renewable Energy Equipment & Services

Flat Glass : SUPPLEMENTAL CIRCULAR TO THE 2019 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

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Sector Photovoltaic Solar Systems & Equipment

Original Articles	Proposed Amendments

Article 106 Directors shall be elected at general	Article 106Article 107Directors shall be elected at
meetings for a term of three years, which is	general meetings for a term of three years, which is
renewable upon re-election. The re-election term of	renewable upon re-election. The re-election term of
independent directors shall not exceed six years.	independent directors shall not exceed six years.
(MP87)	(MP87)
Independent directors shall be elected by the general	Independent directors shall be elected by the general
meeting from candidates nominated by the board of	meeting from candidates nominated by the board of
directors, the board of supervisors or one or more	directors, the board of supervisors or one or more
shareholders holding 1% or more of the issued shares	shareholders holding 1% or more of the issued shares
of the Company, and other directors shall be elected	of the Company, and other directors shall be elected
by the general meeting from candidates nominated by	by the general meeting from candidates nominated by
the board of directors or one or more shareholders	the board of directors or one or more shareholders
holding 5% or more of the issued shares of the	holding 5% or more of the issued shares of the
Company.	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 the	acceptance of such nomination shall be given to the
Company at least seven days before convening of the	Company at least seven days before convening of the
general meeting (the deadline for giving the said	general meeting (the deadline for giving the said
notice shall be calculated from the second day after	notice shall be calculated from the second day after
the Company issues the notice of election meeting	the Company issues the notice of election meeting
and shall not be later than seven days before	and shall not be later than seven days before
convening of the meeting).	convening of the meeting).
The term of office of a director shall commence from	The term of office of a director shall commence from
the date of appointment until the expiry of the current	the date of appointment until the expiry of the current
session of the board of directors. If the term of office	session of the board of directors. If the term of office
of a director expires but re-election is not made, the	of a director expires but re-election is not made, the
existing director shall continue to perform their duties	existing director shall continue to perform their duties
in accordance with the laws, administrative	in accordance with the laws, administrative
regulations, departmental rules and the provisions of	regulations, departmental rules and the provisions of
the Articles of Association until a new director is	the Articles of Association until a new director is
elected and assumes office.	elected and assumes office.

Original Articles	Proposed Amendments

Prior to the maturity of his term, a director shall not	Prior to the maturity of his term, a director shall not
be removed without reason from his office by a	be removed without reason from his office by a
general meeting. Subject to all relevant laws and	general meeting. Subject to all relevant laws and
administrative regulations and without prejudice to	administrative regulations and without prejudice to
any potential claim which may be made under any	any potential claim which may be made under any
contract, the shareholders' general meeting may by	contract, the shareholders' general meeting may by
ordinary resolution remove any director before the	ordinary resolution remove any director before the
expiration of his term of office.	expiration of his term of office.
If a director fails to attend meeting of the board of	If a director fails to attend meeting of the board of
directors in person and fails to appoint any other	directors in person and fails to appoint any other
director to attend on his behalf for two consecutive	director to attend on his behalf for two consecutive
times, he shall be deemed to be unable to perform his	times, he shall be deemed to be unable to perform his
duties, and the board of directors shall propose to the	duties, and the board of directors shall propose to the
general meeting for replacement.	general meeting for replacement.
A director may resign prior to the expiry of his term	A director may resign prior to the expiry of his term
of service. When a director intends to resign, he shall	of service. When a director intends to resign, he shall
submit a written resignation to the board of directors.	submit a written resignation to the board of directors.
The independent directors shall explain their	The independent directors shall explain their
resignation or the situations that may cause the	resignation or the situations that may cause the
attention of the Company's shareholders and creditors	attention of the Company's shareholders and creditors
at their discretion. Where the resignation of a director	at their discretion. Where the resignation of a director
results in the number of directors falls below the	results in the number of directors falls below the
minimum number prescribed in the regulations of the	minimum 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 convene	director. Where the board of directors fails to convene
a general meeting for the purpose of re-election	a general meeting for the purpose of re-election
within two months after resignation of an independent	within two months after resignation of an independent
director, such independent director shall not have	director, such independent director shall not have
further obligation to perform his duties.	further obligation to perform his 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 a	Company is listed, any director appointed to fill a
casual vacancy or as an addition to the board of	casual vacancy or as an addition to the board of
directors should hold office only until the next	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.