Xinyi Glass : DECLARATION OF FINAL DIVIDEND, REPURCHASE MANDATE AND GENERAL MANDATE, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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

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

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.

XINYI GLASS HOLDINGS LIMITED

信 義 玻 璃 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00868)

DECLARATION OF FINAL DIVIDEND,

REPURCHASE MANDATE AND GENERAL MANDATE, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Xinyi Glass Holdings Limited (the "Company") to be held at 21/F, Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May 2021, at 10:30 a.m. is set forth in appendix III to this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for holding the annual general meeting of the Company (i.e. not later than Wednesday, 26 May 2021 at 10:30 a.m. (Hong Kong time)) or any adjourned meeting. Completion and return of the accompanying form of proxy will not preclude you from subsequently attending and voting in person at the annual general meeting of the Company or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages 1-2 of this document for measures being taken to try to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:

• compulsory temperature checks
• compulsory health declarations
• compulsory wearing of surgical face masks
• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

22 April 2021

TABLE OF CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Voting by way of a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I - EXPLANATORY STATEMENT FOR THE REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II - INFORMATION OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT
THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX III - NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . .	22

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue;
3. Attendees must wear surgical face masks inside the AGM venue at all times, and maintain a safe distance between seats. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue; and
4. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using form(s) of proxy with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular. Alternatively, the proxy form can be downloaded from the Company's website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via our Investor Relations Department as follows:

Investor Relations Department

Email: [e-mail]

Tel: [phone]

Fax: [phone]

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's Branch Share Registrar in Hong Kong as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

E-mail: [e-mail]

Tel: [phone]

Fax: [phone]

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expressions shall have the following meanings:-

"AGM" or "Annual General	the annual general meeting of the Company to be held at 21/F,
Meeting"	Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong,
	Kowloon, Hong Kong on Friday, 28 May 2021, at 10:30 a.m.
	or any adjournment thereof (as the case may be);
"Articles"	the articles of association of the Company;
"associates"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"close associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands, as amended from time to
	time;
"Company"	Xinyi Glass Holdings Limited (信義玻璃控股有限公司), a
	company incorporated in the Cayman Islands with limited
	liability on 25 June 2004, and the Shares of which are listed
	on the Main Board of the Stock Exchange (stock code:
	00868);
"Controlling Shareholders"	has the meaning ascribed to it under the Listing Rules and, in
	the context of this circular, means the controlling
	shareholders (as such term is defined under the Listing Rules)
	of the Company, namely Dr. LEE Yin Yee, B.B.S., Mr. TUNG
	Ching Bor, Tan Sri Datuk TUNG Ching Sai P.S.M, D.M.S.M, J.P.,
	Mr. LEE Sing Din, Mr. LI Ching Wai, Mr. NG Ngan Ho, Mr.
	LI Man Yin, Mr. SZE Nang Sze, Mr. LI Ching Leung and their
	respective controlled corporations;
"Directors"	the directors of the Company;
"Final Dividend"	means the proposed final dividend of 62.0 HK cents per Share
	in cash for the year ended 31 December 2020 payable to the
	Shareholders whose names appear on the Register of
	Members on the Record Date;

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	DEFINITIONS
"General Mandate"	the general mandate proposed to be granted to the Directors
	to exercise all the powers of the Company to allot, issue and
	otherwise deal with new Shares or to grant any offers,
	agreements or options which would or might require Shares
	to be issued, allotted or disposed of not exceeding 20% of the
	total number of the Shares in issue as of the date of passing
	the resolution approving the said mandate;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC;
"Latest Practicable Date"	15 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular;
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange;
"Main Board"	the main board of the Stock Exchange;
"Nomination Committee"	the nomination committee of the Company;
"Notice"	the notice dated 22 April 2021 convening the Annual General
	Meeting as set forth on appendix III to this circular;
"Record Date"	means Monday, 7 June 2021;
"PRC"	The People's Republic of China;
"Register of Members"	the register of members of the Company;
"Registrar"	the branch share registrar of the Company, Computershare
	Hong Kong Investor Services Limited at 17M Floor,
	Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
	Kong;
"Repurchase Mandate"	the general mandate proposed to be granted to the Directors
	to exercise the powers of the Company to purchase Shares up
	to a maximum of 10% of the total number of the Shares in
	issue as of the date of passing of the resolution approving the
	said mandate;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);

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	DEFINITIONS
"Share(s)"	share(s) of HK$0.10 each in the issued share capital of the
	Company;
"Shareholder(s)"	the registered holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Codes"	The Codes on Takeovers and Mergers and Share Buy-backs;
	and
"%"	per cent.

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EXPECTED TIMETABLE
Despatch of this circular and notice of the Annual General
Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Thursday, 22 April 2021

Latest time for lodging transfer forms of Shares to qualify for

entitlements to attend and vote at the Annual General Meeting . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 24 May 2021

Closure of Register of Members for purpose of Annual General
Meeting (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . .	from Tuesday, 25	May 2021
	to Friday, 28	May 2021

Latest time for lodging forms of proxy for the Annual General Meeting (in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any

adjournment thereof) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Wednesday, 26 May 2021

Date and time of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Friday, 28 May 2021

Last day of trading in Shares cum entitlements to the Final

Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 May 2021

Latest time for lodging transfer forms of Shares to qualify for

entitlements to the Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 2 June 2021

Closure of Register of Members for purpose of Final Dividend

(both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Thursday, 3 June 2021 to Monday, 7 June 2021

Record Date for determination of entitlement to the Final

Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 June 2021

Despatch of cheques for the Final Dividend . . . . . . . . . . . . . . . . on or about Tuesday, 6 July 2021

Notes:

1. All dates and time set out in this circular refer to Hong Kong dates and time.
2. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate and in accordance with the Listing Rules.

− 6 −

LETTER FROM THE BOARD

XINYI GLASS HOLDINGS LIMITED

信 義 玻 璃 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00868)

Executive Directors:	Registered Office:
Dr. LEE Yin Yee, B.B.S. (Chairman)	Windward 3, Regatta Office Park
Mr. TUNG Ching Bor (Vice Chairman)	PO Box 1350
Tan Sri Datuk TUNG Ching Sai P.S.M, D.M.S.M, J.P.	Grand Cayman, KY1-1108
(Chief Executive Officer)	Cayman Islands
Mr. LEE Shing Kan
	Head office and principal
Non-executive Directors:	place of business:
Mr. LI Ching Wai	Unit 2101-2108
Mr. SZE Nang Sze	21/F, Rykadan Capital Tower
Mr. LI Ching Leung	135 Hoi Bun Road
Mr. NG Ngan Ho	Kwun Tong
	Kowloon
Independent Non-executive Directors:	Hong Kong
Mr. LAM Kwong Siu, G.B.S.
Mr. WONG Chat Chor Samuel
Dr. WONG Ying Wai, G.B.S., J.P.
Dr. TRAN Chuen Wah, John
Mr. TAM Wai Hung, David
	22 April 2021

To the Shareholders:

Dear Sir or Madam,

DECLARATION OF FINAL DIVIDEND,

REPURCHASE MANDATE AND GENERAL MANDATE,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information on the following resolutions proposed to be tabled at the Annual General Meeting, so as to enable you to make an informed decision on the resolutions at the Annual General Meeting.

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LETTER FROM THE BOARD

The resolutions include (i) the declaration of Final Dividend out of share retained earnings account of the Company, (ii) the grant of the Repurchase Mandate, (iii) the grant of the General Mandate, (iv) the extension of the General Mandate, and (v) the re-election of retiring Directors.

DECLARATION OF FINAL DIVIDEND

The Directors proposed the declaration of the Final Dividend of 62.0 HK cents per Share for the year ended 31 December 2020, payable to the Shareholders whose names appear on the Register of Members on Monday, 7 June 2021.

REPURCHASE MANDATE

On 15 May 2020, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares subject to the criteria set forth in this circular. In particular, you should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the total number of the Shares in issue of the Company as of the date of passing of the resolution, subject to the requirements of the Listing Rules. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles and the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set forth in appendix I to this circular.

GENERAL MANDATE

On 15 May 2020, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further Shares or to grant any offers, agreements or options which would or might require Shares to be issued, allotted or disposed of, representing up to 20% of the total number of the Shares in issue of the Company as of the date of passing of the resolution. As of the Latest Practicable Date, the total number of the Shares in issue was 4,041,424,647 and they were all fully paid up. Assuming that there is no change in the total number of the Shares in issue between the period from the Latest Practicable Date to the date of passing the aforesaid resolution, the maximum number of Shares which may be issued pursuant to the aforesaid general and unconditional mandate on the date of passing the aforesaid resolution will be 808,284,929 Shares.

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LETTER FROM THE BOARD

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, a separate ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the General Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the General Mandate the number of Shares purchased under the Repurchase Mandate, if granted.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 108 of the Articles, Mr. TUNG Ching Bor, Mr. SZE Nang Sze, Mr. NG Ngan Ho, Dr. WONG Ying Wai, G.B.S., J.P., and Dr. TRAN Chuen Wah, John will retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election.

Dr. WONG Ying Wai, G.B.S., J.P., is holding other listed company directorship as set out in his biographical information set out in Appendix II to this circular and has been serving as the independent non-executive Director for more than 9 years. Dr. WONG Ying Wai, G.B.S., J.P. and Dr. TRAN Chuen Wah, John have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skill and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy, and the independence of Dr. WONG Ying Wai, G.B.S., J.P., and Dr. TRAN Chuen Wah, John. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Directors who are due to retire at the Annual General Meeting. The Board accepted the recommendations made by the Nomination Committee and considers that Dr. WONG Ying Wai, G.B.S., J.P., and Dr. TRAN Chuen Wah, John are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board, therefore, considers them to be independent and believes that they should be re-elected.

Particulars of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set forth in appendix II to this circular.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set forth in appendix III to this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the declaration of the Final Dividend out of retained earnings account of the Company, the grant of the Repurchase Mandate, the grant of the General Mandate, the extension of the General Mandate and the re-election of the retiring Directors. The Annual General Meeting will be held at 21/F, Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, on Friday, 28 May 2021, at 10:30 a.m..

PROXY ARRANGEMENT

A form of proxy for the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited,

− 9 −

LETTER FROM THE BOARD

together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than Wednesday, 26 May 2021 at 10:30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021 (both days inclusive), during which period no transfer of shares will be registered in order to determine the entitlement to attend and vote at the Annual General Meeting. All share transfers accompanied by the relevant share certificates, must be lodged with the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 24 May 2021 for such purpose.

The Register of Members will be closed from Thursday, 3 June 2021 to Monday, 7 June 2021 (both days inclusive), during such period no transfer of the Shares will be registered in order to determine the entitlement to receive the proposed Final Dividend. All transfer of the Shares accompanied by the relevant share certificates must be lodged with the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 2 June 2021 for such purpose.

VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, poll voting for all proposed resolutions of the Company will be proceeded with at the Annual General Meeting.

The poll results will be published on the Stock Exchange's website and the Company's website after the conclusion of the Annual General Meeting.

RECOMMENDATION

The Board is of the opinion that the declaration of the Final Dividend, the grant of the Repurchase Mandate and the General Mandate, the extension of the General Mandate and the proposed re-election of retiring Directors are in the best interest of the Company and the Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the Annual General Meeting.

− 10 −

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose 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 circular 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 herein or this circular misleading.

By order of the Board

Xinyi Glass Holdings Limited

Dr. LEE Yin Yee, B.B.S.

Chairman

− 11 −

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix contains particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.

PROPOSED SHARE REPURCHASE MANDATE

It is proposed that the Directors be granted the Repurchase Mandate such that they may exercise the powers of the Company to repurchase up to 10% of the total number of the Shares in issue as of the date of passing of the relevant resolution. As of the Latest Practicable Date, the total number of the Shares in issue was 4,041,424,647 and they were all fully paid up. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the total number of the Shares in issue as of the date of the passing of the resolution to approve the Repurchase Mandate) would enable the Company to repurchase a maximum of 404,142,464 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the date of the passing of the relevant resolution).

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, the Directors believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value for each Share and/or earnings for each Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company.

FUNDING OF REPURCHASES

In making repurchases, the Company proposes to apply funds legally available for such purpose in accordance with its memorandum of association, the Articles, the Listing Rules and the Companies Law. Under the Companies Law, Shares repurchased by the Company may only be paid out of profits or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by its memorandum of association, the Articles and subject to the Companies Law, out of capital. Any premium payable on share repurchases may only be paid out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the Companies Law, the Shares so repurchased would remain part of the authorised but unissued share capital of the Company.

− 12 −

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

IMPACT OF REPURCHASE

On the basis of the consolidated financial position of the Company as of 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position and the gearing position of the Company in the event that the Repurchase Mandate was to be exercised in full. No repurchase would be made by the Company in circumstances that would have a material adverse impact on the working capital position or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

PRICE OF SHARES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:-

	Share price
	Highest	Lowest
	HK$	HK$
2020
April	9.18	8.39
May	9.15	8.06
June	9.97	8.27
July	11.74	9.46
August	13.78	11.40
September	15.66	13.10
October	17.46	15.22
November	18.38	15.10
December	21.80	17.08
2021
January	22.50	18.54
February	24.50	18.52
March	26.85	19.90
April (up to the Latest Practicable Date)	26.10	24.95

UNDERTAKING

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

As of the Latest Practicable Date, none of the connected persons (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company or its subsidiaries, nor has he/she/it undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles and the Companies Law.

TAKEOVERS CODES

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Codes. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Codes.

Pursuant to a shareholders' agreement among the Controlling Shareholders dated 14 September 2004, in the event that any of the Controlling Shareholder(s) wish(es) to dispose of the Shares held by him/them as of the listing date of the Company, each of the other Controlling Shareholder(s) shall have a pre-emption right to purchase such Shares. As of the Latest Practicable Date, the Controlling Shareholders, being parties acting in concert as a result of the shareholders' agreement mentioned above, held approximately 2,410,295,059 Shares, representing approximately 59.64% of the total number of the Shares in issue.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted, then (if the present shareholdings otherwise remained the same) the equity interests in the Company held by the Controlling Shareholders would increase to approximately to 66.27% of the total number of the Shares in issue. The Directors are not aware of any consequence which would give rise to an obligation to make a mandatory offer under the Takeovers Codes. The Directors have no intention to make share repurchase on the Stock Exchange to such extent as may result in the public shareholding becoming less than such prescribed minimum percentage under the Listing Rules.

SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase by the Company, or any of its subsidiaries, of any listed securities of the Company during the six months prior to the Latest Practicable Date.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Set forth below is a summary of the biographical information on the retiring Directors proposed to be re-elected at the Annual General Meeting. Mr. TUNG Ching Bor, Mr. SZE Nang Sze, Mr. NG Ngan Ho, Dr. WONG Ying Wai, G.B.S., J.P., and Dr. TRAN Chuen Wah, John will retire by rotation in accordance with Article 108 of the Articles.

Executive Director

Mr. TUNG Ching Bor (董清波) ("Mr. TUNG"), aged 58, is our vice-chairman and chief purchasing officer, responsible for managing our daily operations and overseeing our purchasing functions. Prior to joining us in January 2000, Mr. TUNG had over 15 years' experience in automobile parts purchase. Mr. TUNG is a member of The Tenth Chinese People's Political Consultative Conference of Anhui Province since 1 January 2011 and also a member of The Chinese People's Political Consultative Conference Nanping Committee of Fujian Province. Mr. TUNG is the brother-in-law of Dr. LEE Yin Yee, B.B.S., our executive Director, brother of Tan Sri Datuk TUNG Ching Sai, J.P., our chief executive officer and executive Director, and uncle of Mr. LEE Shing Kan, our executive Director. Mr. TUNG was appointed as our executive Director on 25 June 2004.

Save as disclosed above, Mr. TUNG has no relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Save as disclosed above, Mr. TUNG has not held (i) any position with the Company and other members of the Group (except for being a director of various subsidiaries of the Company); and (ii) any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Non-Executive Directors

Mr. SZE Nang Sze (施能獅) ("Mr. SZE"), aged 63, is our non-executive Director and has been with us since April 2001. Prior to joining us, Mr. SZE has worked in the trading of automobile parts industry. Mr. SZE was appointed as our non-executive Director on 25 June 2004.

Save as disclosed above, Mr. SZE has no relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Save as disclosed above, Mr. SZE has not held (i) any position with the Company and other members of the Group (except for being director of various subsidiaries of the Company); and (ii) any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. NG Ngan Ho (吳銀河) ("Mr. NG"), aged 56, is our non-executive Director and has joined us since August 2003. Mr. NG was responsible for overseeing the financial and purchasing matters of our Dongguan production complex. Mr. NG was appointed as our executive Director on 25 June 2004 and was re-designated as non-executive Director on 1 July 2007.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Mr. NG has no relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Save as disclosed above, Mr. NG has not held (i) any position with the Company and other members of the Group (except for being director of various subsidiaries of the Company); and (ii) any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Independent non-executive Directors

Dr. WONG, Ying Wai, G.B.S., J.P. (王英偉) ("Dr. WONG"), aged 68, is the President and executive director of Sands China Limited (stock code: 01928), the shares of which are listed on the Stock Exchange.

Dr. WONG joined the Administrative Officer grade of the Hong Kong Government in 1975 and served in a number of key positions including Deputy Secretary for the Civil Service and Deputy Director General of Industry. Dr. WONG joined the private sector in 1992 and since then, he has held top management positions in a number of Hong Kong listed companies in the property development and construction business sectors including K. Wah International Holdings Limited, Henderson China Holdings Limited, Shui On Group and Hsin Chong Construction Group Ltd.

Dr. WONG started his political career at the national level when he was appointed a member of The Basic Law Consultative Committee (1985-1990) by the Central People's Government. He was subsequently appointed by the National People's Congress as a member of the Preliminary Working Committee for the Hong Kong SAR Preparatory Committee in 1993 and a member of the Hong Kong SAR Preparatory Committee in 1995, both bodies were responsible for the transitional policies and arrangements relating to the establishment of the HKSAR Government in 1997. Dr. WONG was a Deputy to the National People's Congress of the PRC during 1997-2012.

Dr. WONG's public service continues through his participation in a number of councils and committees in Hong Kong and Macao. He is currently the chairman of Hong Kong Arts Development Council, the chairman of the Hong Kong Film Development Council, the chairman emeritus of the Hong Kong Baptist University Foundation, the chairman and director of The Hong Kong International Film Festival Society Limited, Asian Film Awards Academy Limited and Hong Kong Institute for Public Administration, a director and the chairman emeritus of Pacific Basin Economic Council Limited, a member of the Committee of Cultural Industries and a member of the Tourism Committee of the Government of the Macao Special Administrative Region. He was the chairman of the Court and Council of the Hong Kong Baptist University during the period from 2007 to 2012.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Dr. WONG was awarded the Gold Bauhinia Star and Silver Bauhinia Star Medal by the Hong Kong SAR Government in 2015 and 2007. He was educated at Harvard University (MPA), Oxford University, University of Hong Kong (BSoc.Sc.) and the Chinese University of Hong Kong. Dr. WONG was conferred the honorary degree for doctor of humanities by the Hong Kong Baptist University in November 2013.

Save as disclosed above, Dr. WONG has no relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Save as disclosed above, Dr. WONG has not held (i) any position with the Company and other members of the Group; and (ii) any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Dr. TRAN Chuen Wah, John (陳傳華), aged 49, obtained a bachelor's degree in business administration from Simon Fraser University in June 1993 and obtained a doctorate degree of ministry from Fuller Theological Seminary in 2017. Dr. TRAN Chuen Wah, John is currently a minister of Evangelical Free Churches of China Jachin Church Limited. Dr. TRAN Chuen Wah, John has over 16 years of experience in accounting and investment banking industry, during which Dr. TRAN Chuen Wah, John had worked in Price Waterhouse (now known as PricewaterhouseCoopers) and various financial institutions and investment banks in Hong Kong. During the period between 2003 and 2006, Dr. TRAN Chuen Wah, John was the Managing Director and the Head of Investment Banking of Kingsway Financial Services Group Limited ("Kingsway Group"). Dr. TRAN Chuen Wah, John was a consultant to Kingsway Group during the period from 2006 to 2009. Dr. TRAN Chuen Wah, John became a member of each of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants in 1996 and 1997, respectively. Dr. TRAN Chuen Wah, John became a Chartered Financial Analyst (granted by the Association for Investment Management and Research) in September 1999.

Save as disclosed above, Dr. TRAN has no relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Save as disclosed above, Dr. TRAN has not held (i) any position with the Company and other members of the Group' and (ii) any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

FURTHER INFORMATION ON THE RETIRING DIRECTORS

Disclosure of interests

As of the Latest Practicable Date, the interests and short positions of the retiring Directors in the share capital, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have taken under such provisions), or would be required, pursuant to section 352 of the SFO, to be entered in the register required to be kept therein, or would be required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set forth in the Listing Rules to be notified to the Company and the Stock Exchange, were as follows:-

1. Interests in the Shares of the Company

			Approximate
			percentage of
			the Company's
		Number of	issued share
Name of Director	Nature of interest	Shares held	capital
			(%)
Mr. TUNG	Interested of a controlled	266,766,456	6.60
	corporation (Note a)
	Interested of a controlled	49,636,000	1.23
	corporation (Note e)
	Personal interest (Note b)	41,110,000	1.02
Mr. SZE	Interested of a controlled	105,928,781	2.62
	corporation (Note c)
	Interested of a controlled	49,636,000	1.23
	corporation (Note e)
	Personal interest	11,490,000	0.28
Mr. NG	Interested of a controlled	79,205,912	1.95
	corporation (Note d)
	Interested of a controlled	49,636,000	1.23
	corporation (Note e)
	Personal interest	3,100,000	0.08
Dr. TRAN	Personal interest (Note f)	90,000	0.002
	Personal interest	10,000	0.0001

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Notes:-

1. Mr. TUNG's interests in the Shares are held through High Park Technology Limited ("High Park"), a company incorporated in the British Virgin Islands (the "BVI") with limited liability on 1 July 2004 and wholly-owned by Mr. TUNG.
2. Mr. TUNG's interests in the Shares are held through a joint account with his spouse, Madam KUNG Sau Wai.
3. Mr. SZE's interests in the Shares are held through Goldpine Limited ("Goldpine"), a company incorporated in the BVI with limited liability on 2 July 2004 and wholly-owned by Mr. SZE.
4. Mr. NG's interests in the Shares are held through Linkall Investment Limited ("Linkall"), a company incorporated in the BVI with limited liability on 2 July 2004 and wholly-owned by Mr. NG.
5. The interest in the Shares are held through Full Guang Holdings Limited ("Full Guang"), a company incorporated in the BVI with limited liability on 19 December 2005. Full Guang is owned by Dr. LEE Yin Yee, B.B.S. as to 33.98%, Mr. TUNG as to 16.20%, Tan Sri Datuk TUNG Ching Sai, J.P. as to 16.20%, Mr. LEE Sing Din as to 11.85%, Mr. LI Ching Wai as to 5.56%, Mr. NG as to 3.70%, Mr. LI Man Yin as to 3.70%, Mr. SZE as to 5.09% and Mr. LI Ching Leung as to 3.70%.
6. Dr. TRAN's interest in the Shares are held through his spouse, Madam LAM Ying.

1. Interests in the shares of associated corporations

				Approximate
				percentage of
				the associated
		Class and number of	corporation's
Name of associated		shares held in the	issued share
corporation	Name of Director	associated corporation	capital
				(%)
High Park	Mr. TUNG	2	ordinary shares	100
Goldpine	Mr. SZE	2	ordinary shares	100
Linkall	Mr. NG	2	ordinary shares	100
Full Guang	Mr. TUNG	350,000	ordinary shares	16.20
	Mr. SZE	110,000	ordinary shares	5.09
	Mr. NG	80,000	ordinary shares	3.70

Save as disclosed above, so far as the Directors are aware as of the Latest Practicable Date, Mr. TUNG, Mr. SZE, Mr. NG, Dr. WONG and Dr. TRAN did not have any interests in Shares, underlying Shares and debentures of the Company or its associated corporation (within the meaning of Part XV of the SFO) which was required to be recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set forth in the Listing Rules.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Particulars of service agreements of executive Director

Mr. TUNG entered into a service agreement with the Company on 1 January 2017 and renewed on 1 January 2020. Particulars of this agreement are summarised below:-

1. each service agreement is of a term of three years commencing on 1 January 2020 and shall continue thereafter until terminated in accordance with the terms of the agreement. Under the agreement, either party may terminate the agreement at any time by giving to the other not less than 3 months' prior written notice; and
2. annual remuneration of HK$3.13 million for Mr. TUNG and may, at the Board's absolute discretion, be paid a management bonus of any amount by reference to the audited consolidated net profits of the Group after taxation (the "Net Profits") in respect of each complete financial year of the Company during which their respective appointment thereunder subsists, provided that the aggregate amount of the management bonus payable to all executive Directors of the Company in respect of any financial year of the Group shall not exceed 1.65% of the Net Profits for the relevant financial year.

Policy on executive Directors' emoluments

The Company's policies concerning emoluments of the executive Directors are:-

1. the amount of emoluments is determined on the basis of the relevant executive Director's experience, responsibility, workload and the time devoted to the Group;
2. non-cashbenefits may be provided to the executive Directors under their remuneration package;
3. the executive Directors may be granted, at the discretion of the Board, options pursuant to the share option scheme adopted by the Company, as part of their remuneration; and
4. annual director fee for each executive Director was HK$300,000 for the year ended 31 December 2020.

Particulars of letters of appointment of non-executive Directors

Mr. SZE and Mr. NG was appointed for a term of three years commencing on 1 January 2017 and renewed on 1 January 2020 and shall continue thereafter until terminated in accordance with the terms of the agreement. Under the agreement, either party may terminate the agreement at any time by giving the other not less than 3 months' prior written notice. An annual director fee for each non-executive Director was HK$300,000 for the year ended 31 December 2020.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Policy on non-executive Directors' emolument

Emoluments of the non-executive Directors are determined with reference to the duties and responsibilities of the non-executive Directors, and their mutual agreement with the Company.

Particulars of letters of appointment of independent non-executive Directors

Dr. WONG was appointed for a term of three years commencing on 1 November 2017 and renewed on 1 November 2020 and Dr. TRAN was appointed for a term of three years commencing on 31 December 2018. Particulars of the letter of appointment, are summarized below:-

1. the letter of appointment shall continue thereafter until terminated in accordance with the terms of the agreement. Under the agreement, either party may terminate the agreement at any time by giving to the other not less than 3 months' prior written notice; and
2. save for the annual remuneration of HK$300,000 for each independent non-executive Director in 2020, none of the independent non-executive Directors receive other emoluments (including bonus payments, whether fixed or discretionary in nature) from the Group.

Policy on independent non-executive Directors' emoluments

Emoluments of the independent non-executive Directors are determined with reference to the duties and responsibilities of the independent non-executive Directors, and their mutual agreement with the Company.

Other information

Save as disclosed above, there are no other matters concerning the retiring Directors that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

XINYI GLASS HOLDINGS LIMITED

信 義 玻 璃 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00868)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Annual General Meeting") of Xinyi Glass Holdings Limited (the "Company") will be held at 21/F, Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, on Friday, 28 May 2021, at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. to receive and consider the audited financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company (the "Auditors") for the financial year ended 31 December 2020;
2. to declare a final dividend of 62.0 HK cents per share for the year ended 31 December 2020;
3. (A) (i) to re-elect Mr. TUNG Ching Bor as an executive Director;
4. 1. 1. to re-elect Mr. SZE Nang Sze as a non-executive Director;
      2. to re-elect Mr. NG Ngan Ho as a non-executive Director;
      3. to re-elect Dr. WONG Ying Wai, G.B.S., J.P. as an independent non-executive Director;
      4. to re-elect Dr. TRAN Chuen Wah, John as an independent non-executive Director; and
   2. to authorise the board (the "Board") of Directors to determine the remuneration of the Directors;
5. to re-appoint the Auditors and to authorise the Board to fix their remuneration;

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

5. to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:-

5A. "THAT:-

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase issued shares of the Company of HK$0.10 each (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, the memorandum and articles of association of the Company (the "Articles") and requirements of The Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall be in addition to any other authorisations given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as defined in paragraph (d) below) to procure the Company to repurchase its Shares at a price determined by the Directors;
3. the number of Shares to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the Shares in issue as of the date of passing of this resolution, and the said approval shall be limited accordingly; and
4. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:-
5. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or
   3. the date upon which the authority set forth in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting."

5B. "THAT:-

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with additional Shares or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

securities and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) above, shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options (including bonds, warrants, debentures and other securities convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);
2. the aggregate number of the Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a rights issue (as defined in paragraph (d) below), or (ii) the exercise of any options granted under the share option schemes or similar arrangement for the time being adopted or to be adopted for the grant or issue to officers and/or employees of the Company and/or its subsidiaries, of options to subscribe for, or rights to acquire Shares of the Company approved by the Stock Exchange, or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles, shall not exceed 20% of the total number of the Shares in issue as of the date of passing of this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution:-
   "Relevant Period" shall have the same meaning as ascribed to it under the resolution set forth in paragraph 5A(d) above; and
   "Rights issue" means the allotment, issue or grant of Shares open for a period fixed by the Directors to holders of the Shares or any class of Shares thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or of such class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

5C. "THAT:-

conditional upon the passing of resolutions Nos. 5A and 5B, the general mandate granted to the Directors pursuant to resolution No. 5B be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares which may be repurchased by the Company under the authority granted pursuant to the resolution No. 5A above, PROVIDED THAT such amount shall not exceed 10% of the total number of the Shares in issue as of the date of passing this resolution."

By order of the Board

Xinyi Glass Holdings Limited

LAU Sik Yuen

Company Secretary

Hong Kong, 22 April 2021

Notes:-

1. Any member entitled to attend and vote at the annual general meeting of the Company is entitled to appoint another person as his or her or its proxy to attend and vote instead of him or her or it. A member may appoint a proxy in respect of only part of his or her or its holding of Shares. A proxy need not be a shareholder of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
3. The instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting (i.e. not later than Wednesday, 26 May 2021 at 10:30 a.m. (Hong Kong time)) or adjourned annual general meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
4. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the annual general meeting of the Company and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

1. Where there are joint holders of any Share any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the annual general meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
2. The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares will be effected in order to determine the entitlement to attend and vote at the annual general meeting. All share transfers accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 24 May 2021 for such purpose.
3. The Company's register of members will be closed from Thursday, 3 June 2021 to Monday, 7 June 2021 (both days inclusive), during such period no transfer of the Shares will be registered in order to determine the entitlement to receive the proposed final dividend. All transfer of the Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 2 June 2021 for such purpose.
4. As of the date of this notice, Dr. LEE Yin Yee, B.B.S., Mr. TUNG Ching Bor, Tan Sri Datuk TUNG Ching Sai P.S.M, D.M.S.M, J.P. and Mr. LEE Shing Kan were the executive Directors; Mr. LI Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho were the non-executive Directors; and Mr. LAM Kwong Siu, G.B.S., Mr. WONG Chat Chor Samuel, Dr. WONG Ying Wai, G.B.S., J.P., Dr. TRAN Chuen Wah, John and Mr. TAM Wai Hung, David were the independent non-executive Directors.

− 26 −