This is an important requirement. Please deal with it immediately
If you have any questions about any aspect of this circular or the action to be taken, you should consult your stockbroker or other registered securities firm, bank manager, lawyer, professional accountant or other professional adviser. If you have sold or transferred all Fuyao Glass Industry Group Co.Ltd(600660) shares in your name, you should immediately hand this circular together with the attached representative appointment form to the buyer or transferee, or to the bank, stockbroker or other agent handling the sale or transfer for transmission to the buyer or transferee. The Hong Kong Exchanges and Clearing Limited and the stock exchange of Hong Kong Limited shall not be responsible for the contents of this circular, nor make any statement on its accuracy or completeness, and expressly state that they shall not be liable for any loss arising from or reliance on all or any part of the contents of this circular.
(a company limited by shares incorporated in the people’s Republic of China)
(Stock Code: 3606)
2021 annual general meeting
Fuyao Glass Industry Group Co.Ltd(600660) we hereby appoint the 2021 annual general meeting of shareholders to be held at 2:00 p.m. on Thursday, April 28, 2022 in the company’s conference room, Fuyao industrial village, Rongqiao economic and Technological Development Zone, Fuqing City, Fujian Province, China. The notice of convening the annual general meeting of shareholders is set out on pages 79 to 83 of this circular. Whether you can attend the AGM or not, please read the notice of the AGM carefully and return the attached proxy appointment form as soon as possible according to the instructions printed on it. The H-share shareholders shall return the proxy appointment form or other authorization documents to the company’s H-share transfer registry in Hong Kong, the Hong Kong Central Securities Registration Company Limited, but in any case, it shall be valid only if it is returned by hand or mail 24 hours before the designated time of the annual general meeting or any resumed general meeting (in the case of the annual general meeting, i.e. before 2:00 pm on Wednesday, April 27, 2022). After completing and returning the proxy appointment form, you can still attend and vote at the annual general meeting or any resumed meeting in person. All dates and times in this circular refer to Hong Kong dates and times.
March 24, 2022
catalogue
Page
interpretation…… ii
Letter from the board of Directors one
Appendix I work report of the board of supervisors in 2021 forty-eight
Appendix II work report of independent non-executive directors in 2021 fifty-three
Appendix III independent director system sixty-five
Notice of 2021 annual general meeting 79 – i –
interpretation
In this circular, unless the context otherwise requires, the following words have the following meanings:
“A shares” refer to the domestic shares of the company listed on the Shanghai Stock Exchange and traded in RMB with a par value of RMB 1.00 per share
“A-share shareholder” means the holder of A-share
“Annual general meeting” means the 2021 annual general meeting to be held by the company at 2:00 p.m. on Thursday, April 28, 2022
“Articles of association” means the articles of association of the company, as amended from time to time
“Board of directors” means the board of directors of the company
“Board of supervisors” means the board of supervisors of the company
“The company” or “the company” refers to Fuyao Glass Industry Group Co.Ltd(600660) , a joint stock limited company incorporated in China, whose H shares and A-Shares are listed on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange respectively
“CSRC” means the China Securities Regulatory Commission
“Director” means a director of the company
“H share transfer Registry” means the Hong Kong Central Securities registry limited
“H shares” refer to overseas listed foreign shares with a par value of RMB 1.00 per share in the share capital of the company. The relevant shares are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
“H-share shareholder” means the H-share holder
“Hong Kong dollars” means Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Special Administrative Region” means Hong Kong, China
– ii –
interpretation
“Stock exchange of Hong Kong” means the stock exchange of Hong Kong Limited
“Independent third party” means a person or entity that is not regarded as a connected person of the company in accordance with the listing rules
“Last practicable date” refers to March 21, 2022, which is the last practicable date for determining some information contained in this circular before it is printed
“Listing Rules” means the rules governing the listing of securities on the stock exchange of Hong Kong (as amended from time to time)
“China” means the people’s Republic of China and, for the purposes of this circular only, does not include Hong Kong, the Macao Special Administrative Region and Taiwan
“Reporting period” refers to the period from January 1, 2021 to December 31, 2021
“Shares” means the shares of the company with a par value of RMB 1.00 per share, including A-Shares and H shares
“Shareholder” refers to the shareholders of the company, including A-share holders and H-share holders
“Shanghai Stock Exchange” means Shanghai Stock Exchange
“Supervisor” means the supervisor of the company
– iii –
(a company limited by shares incorporated in the people’s Republic of China)
(Stock Code: 3606)
Executive Director: China registered office and principal place of business:
Mr. Cao Dewang (Chairman) China
Mr. Cao Hui (vice chairman) Fujian Province
Mr. Ye Shu Fuqing
Mr. Chen Xiangming Rongqiao economic and Technological Development Zone
Fuyao Industrial Village
Non executive directors:
Mr. Wu Shinong’s principal place of business in Hong Kong:
Ms. Zhu Dezhen, central, Hong Kong
200 Connaught Road
Independent non-executive director: room 1907, west block, Sindh Center
Ms. Zhang Jiewen, Mr. Liu Jing, Mr. Qu Wenzhou, Dear Sirs:
2021 annual general meeting
1. Preamble
On behalf of the board of directors, I would like to invite you to attend the annual general meeting of shareholders to be held at the company’s meeting room, Fuyao industrial village, Rongqiao economic and Technological Development Zone, Fuqing City, Fujian Province, China at 2 p.m. on Thursday, April 28, 2022.
The purpose of this circular is to give you a notice of the annual general meeting and provide you with the information you reasonably need to make an informed decision on whether to vote for or against the resolution to be submitted at the annual general meeting.
2. Business to be transacted at the annual general meeting
The resolutions to be submitted by the company to the shareholders for approval at the annual general meeting include:
(1) Work report of the board of directors in 2021
(2) Work report of the board of supervisors in 2021
(3) Financial statement report of 2021
(4) Profit distribution plan for 2021
(5) 2021 annual report and summary of annual report
(6) Proposal on renewing the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the domestic audit institution and internal control audit institution of the company in 2022
(7) Proposal on renewing the appointment of PricewaterhouseCoopers as the company’s overseas audit institution in 2022
(8) 2021 annual report of independent non-executive directors
(9) Proposal on insurance for directors, supervisors and senior managers of the company
(10) Proposal on Amending the articles of Association
(11) Proposal on Amending the rules of procedure of the general meeting of shareholders
(12) Proposal on Amending the rules of procedure of the board of directors
(13) Proposal on Amending the independent director system
Among the above resolutions, (10) the proposal on Amending the articles of association, (11) the proposal on Amending the rules of procedure of the general meeting of shareholders and (12) the proposal on Amending the rules of procedure of the board of directors will be submitted to the shareholders for approval as special resolutions at the annual general meeting of shareholders, and other resolutions will be submitted to the shareholders for approval as ordinary resolutions at the annual general meeting of shareholders.
3. Work report of the board of directors in 2021
The company will submit an ordinary resolution at the annual general meeting of shareholders to approve the work report of the board of directors in 2021. The full text of the 2021 annual report of the board of directors is contained in the two chapters of “report of the board of directors” and “management discussion and analysis” in the 2021 annual report of the company sent at the same time as this circular. 4. Work report of the board of supervisors in 2021
The company will submit an ordinary resolution at the annual general meeting of shareholders to approve the work report of the board of supervisors in 2021. The work report of the board of supervisors for 2021 is set out in Appendix I to this circular. 5. Financial statement report of 2021
According to the consolidated financial statements of the company in 2021, the main accounting data and financial indicators of the company in 2021 are as follows:
5.1 description of the company’s financial situation in 2021
5.1.1 assets and liabilities (according to Chinese accounting standards for business enterprises):
At the end of the reporting period, the total assets of the company were 44.785 billion yuan (2020: 38.424 billion yuan), an increase of 16.56% over the beginning of the year. Among them, current assets are RMB 24.683 billion (2020: RMB 18.56 billion), and non current assets are RMB 20.102 billion (2020: RMB 19.864 billion).
Total liabilities amounted to RMB 18.491 billion (2020: RMB 16.833 billion), an increase of 9.85% over the beginning of the year. Including current liabilities of RMB 14.719 billion
