Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

°

THE 2021 SECOND EXTRAORDINARY GENERAL MEETING,

THE 2021 FIRST H SHAREHOLDERS' CLASS MEETING

AND

THE 2021 FIRST A SHAREHOLDERS' CLASS MEETING

The board (the "Board") of directors (the "Directors") of Luoyang Glass Company Limited* (the "Company") warrants that there is no false information, misleading statements or material omissions contained in this announcement, and accepts several and joint responsibilities for the truthfulness, accuracy and completeness of the contents of this announcement.

Reference is made to the circular to the Shareholders of the Company dated 24 February 2021 (the "Circular"). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Circular.

RESULTS OF THE EGM, H SHAREHOLDERS' CLASS MEETING AND A SHAREHOLDERS' CLASS MEETING

The Company held its EGM, H Shareholders' Class Meeting and A Shareholders' Class Meeting (collectively, the "Meetings") at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC on 12 March 2021 (Friday).

A total of 25 Shareholders and their proxies holding 195,101,095 Shares, representing 35.57% of the total number of Shares of the Company with voting rights, attended the EGM. Among them, a total of 1 individual was H Shareholder and his/her proxy holding 633,970 Shares, representing 0.12% of the total number of Shares of the Company with voting rights, and a total of 24 individuals were A Shareholders and their proxies holding 194,467,125 Shares, representing 35.45% of the total number of Shares of the Company with voting rights.

A total of 1 H Shareholder and his/her proxy holding 633,970 H Shares, representing 0.25% of the total number of H shares of the Company with voting rights, attended the H Shareholders' Class Meeting.

A total of 24 A Shareholders and their proxies holding 194,467,125 A shares, representing 65.14% of the total number of A Shares of the Company with voting rights, attended the A Shareholders' Class Meeting.

The procedures for convening the Meetings were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company. The Meetings were presided over by Mr. Zhang Chong, the Chairman of the Company.

As disclosed in the Circular, Triumph Group and its associates, the parties acting in concert with it and the Shareholders having a material interest in the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and/or Specific Mandate or involved therein have abstained from voting on the corresponding resolutions proposed at the Meetings.

As at the date of the Meetings, the total number of issued Shares of the Company was 548,540,432 Shares, which comprised 298,540,432 A Shares and 250,000,000 H Shares. As disclosed in the Circular, Triumph Group and parties acting in concert with it (holding 191,520,357 A Shares of the Company, representing approximately 34.91% of the Company's total issued share capital) were required to abstain and has abstained from voting on special resolutions No. 1 to No. 8 and No. 10 at the EGM, and on all special resolutions at the A Shareholders' Class Meeting. Accordingly, the total number of issued Shares, A Shares and H Shares entitling the holders to attend and vote on relevant special resolutions and ordinary resolutions at the Meetings are as follows:

  • • the total number of issued Shares entitling the relevant Shareholders to attend and vote on special resolutions No. 1 to No. 8 and No. 10 at the EGM was 357,020,075 Shares; the total number of issued Shares entitling the relevant Shareholders to attend and vote on the other resolutions at the EGM was 548,540,432 Shares;

  • • the total number of issued H Shares entitling the relevant H Shareholders to attend and vote on all the resolutions at the H Shareholders' Class Meeting was 250,000,000 Shares;

  • • the total number of issued A Shares entitling the relevant A Shareholders to attend and vote on all special resolutions at the A Shareholders' Class Meeting was 107,020,075 Shares.

Save as disclosed above, there were no Shares of the Company (i) entitling the holder to attend and abstain from voting in favour of; or (ii) of which the holder is required under the Listing Rules to abstain from voting on the resolutions at the Meetings. No Shareholders have stated their intention in the Circular to vote against the resolutions or to abstain from voting at the Meetings.

All resolutions were duly passed by way of poll at the Meetings and the poll results were as follows:

EGM

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

1.

To consider and approve the resolution in relation to the satisfaction of the criteria for the 2020 Non-public Issuance of A Shares by the Company.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.

To consider and approve the resolution in relation to the plan for the 2020 Non-public Issuance of A Shares of the Company. The main contents of the resolution are set out as below (each to be considered and approved by way of separate special resolution):

2.1

Class and par value of shares to be issued;

3,514,438 (98.15%)

54,300 (1.52%)

12,000 (0.33%)

2.2

Method and time of issuance;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.3

Price Determination Date, Issue Price, and pricing principles;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.4

Target subscribers and method of subscription;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.5

Number of shares to be issued;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.6

Use of proceeds;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

2.7

Lock-up period arrangement;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.8

Place of listing;

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.9

Arrangement relating to the accumulated undistributed profits; and

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

2.10 Validity period of the resolution in relation to the Non-public Issuance of A Shares.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

3.

To consider and approve the resolution in relation to the proposal for the 2020 Non-public Issuance of A Shares of the Company (revised).

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

4.

To consider and approve the resolution in relation to the feasibility analysis report on the use of proceeds from the 2020 Non-public Issuance of A Shares of the Company.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

5.

To consider and approve the resolution in relation to the conditional subscription agreement on the Non-public Issuance of A Shares and the supplemental agreement to the conditional subscription agreement on the Non-public Issuance of A Shares entered into between Triumph Group and the Company.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

6.

To consider and approve the resolution in relation to the connected transaction (as defined under The Rules Governing the Listing of Stocks on the Shanghai Stock Exchange) related to the Non-public Issuance of A Shares of the Company.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

7.

To consider and approve the resolution in relation to the dilution of current returns, remedial measures and relevant parties' undertaking with respect to the Non-public Issuance of A Shares of the Company.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

8.

To consider and approve the resolution in relation to the proposal to the Company to consider and approve the application for the waiver in respect of the general offer obligation (as defined under The Rules Governing the Listing of Stocks on the Shanghai Stock Exchange) over the A Shares by Triumph Group and parties acting in concert with it to be triggered as a result of the Proposed Triumph Group Subscription and the proposed Non-public Issuance of A Shares under the relevant laws and regulations in the PRC.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

9.

To consider and approve the resolution in relation to the shareholder's return plan for the next three years (2021-2023) of the Company.

195,054,795 (99.98%)

46,300 (0.02%)

0 (0.00%)

10.

To consider and approve the resolution in relation to proposing to the EGM, A Shareholders' Class Meeting and H Shareholders' Class Meeting of the Company to grant to the Board of the Company the specific mandate in relation to the issuance of additional A Shares and authorize the Board and its authorized representative(s) to handle specific matters relating to the Non-public Issuance of A Shares.

3,526,438 (98.48%)

54,300 (1.52%)

0 (0.00%)

ORDINARY RESOLUTIONS

1.

To consider and approve the resolution in relation to the report on utilisation of the previously raised proceeds.

195,054,795 (99.98%)

46,300 (0.02%)

0 (0.00%)

2.

To consider and approve the resolution in relation to the provision of guarantees to the subsidiaries of the Company in 2021.

194,424,795 (99.65%)

676,300 (0.35%)

0 (0.00%)

H SHAREHOLDERS' CLASS MEETING

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

1.

To consider and approve the resolution in relation to the plan for the 2020 Non-public Issuance of A Shares of the Company. The main contents of the resolution are set out as below (each to be considered and approved by way of separate special resolution):

1.1

Class and par value of shares to be issued;

625,97098.74%

8,0001.26%

00.00%

1.2

Method and time of issuance;

625,97098.74%

8,0001.26%

00.00%

1.3

Price Determination Date, Issue Price, and pricing principles;

625,97098.74%

8,0001.26%

00.00%

1.4

Target subscribers and method of subscription;

625,97098.74%

8,0001.26%

00.00%

1.5

Number of shares to be issued;

625,97098.74%

8,0001.26%

00.00%

1.6

Use of proceeds;

625,97098.74%

8,0001.26%

00.00%

1.7

Lock-up period arrangement;

625,97098.74%

8,0001.26%

00.00%

1.8

Place of listing;

625,97098.74%

8,0001.26%

00.00%

1.9

Arrangement relating to the accumulated undistributed profits; and

625,97098.74%

8,0001.26%

00.00%

1.10 Validity period of the resolution in relation to the Non-public Issuance of A Shares.

625,97098.74%

8,0001.26%

00.00%

2.

To consider and approve the resolution in relation to the proposal for the 2020 Non-public Issuance of A Shares of the Company (revised).

625,97098.74%

8,0001.26%

00.00%

3.

To consider and approve the resolution in relation to the conditional subscription agreement on the Non-public Issuance of A Shares and the supplemental agreement to the conditional subscription agreement on the Non-public Issuance of A Shares entered into between Triumph Group and the Company.

625,97098.74%

8,0001.26%

00.00%

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

4.

To consider and approve the resolution in relation to proposing to the EGM, A Shareholders' Class Meeting and H Shareholders' Class Meeting of the Company to grant to the Board of the Company the specific mandate in relation to the issuance of additional A Shares and authorize the Board and its authorized representative(s) to handle specific matters relating to the Non-public Issuance of A Shares.

625,97098.74%

8,0001.26%

00.00%

A SHAREHOLDERS' CLASS MEETING

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

1.

To consider and approve the resolution in relation to the plan for the 2020 Non-public Issuance of A Shares of the Company. The main contents of the resolution are set out as below (each to be considered and approved by way of separate special resolution):

1.1

Class and par value of shares to be issued;

2,888,468 (98.02%)

46,300 (1.57%)

12,000 (0.41%)

1.2

Method and time of issuance;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.3

Price Determination Date, Issue Price, and pricing principles;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.4

Target subscribers and method of subscription;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.5

Number of shares to be issued;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.6

Use of proceeds;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.7

Lock-up period arrangement;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.8

Place of listing;

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

No.

SPECIAL RESOLUTIONS

Number of Votes (%)

For

Against

Abstention

1.9

Arrangement relating to the accumulated undistributed profits; and

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

1.10 Validity period of the resolution in relation to the Non-public Issuance of A Shares.

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

2.

To consider and approve the resolution in relation to the proposal for the 2020 Non-public Issuance of A Shares of the Company (revised).

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

3.

To consider and approve the resolution in relation to the conditional subscription agreement on the Non-public Issuance of A Shares and the supplemental agreement to the conditional subscription agreement on the Non-public Issuance of A Shares entered into between Triumph Group and the Company.

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

4.

To consider and approve the resolution in relation to proposing to the EGM, A Shareholders' Class Meeting and H Shareholders' Class Meeting of the Company to grant to the Board of the Company the specific mandate in relation to the issuance of additional A Shares and authorize the Board and its authorized representative(s) to handle specific matters relating to the Non-public Issuance of A Shares.

2,900,468 (98.43%)

46,300 (1.57%)

0 (0.00%)

WITNESS BY SOLICITORS

The solicitor, Mr. Sun Zhe, from Henan Yaohua Law Firm* ( ئیᘴ㏞ܛࢪԫਕ ה ) was appointed by Hong Kong Registrars Limited, the Company's share registrar in Hong Kong, to act as the scrutineer for the vote-taking at the Meetings.

The solicitors, Mr. Sun Zhe and Mr. Duan Yaofeng, from Henan Yaohua Law Firm* ( ئیᘴ㏞ܛࢪԫਕה ) have witnessed the Meetings and issued the legal opinion that the convening and holding of and voting procedures of the Meetings were in compliance with the relevant laws and regulations and the provisions of the Articles of Association of the Company and that the resolutions passed at the Meetings were legitimate and valid.

DOCUMENTS FOR INSPECTION

  • 1. Resolutions of the Meetings.

  • 2. Legal opinions issued by Henan Yaohua Law Firm* ( ئیᘴ㏞ܛࢪԫਕה ).

By order of the Board

Luoyang Glass Company Limited*

Zhang Chong

Chairman

Luoyang, the PRC

12 March 2021

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

* For identification purposes only

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Luoyang Glass Company Limited published this content on 12 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2021 14:36:09 UTC.