DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd.
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Announcement on the resolutions of the 17th meeting of the tenth session of the Board of Directors The 17th Meeting of the Tenth Session of the Board of Directors of Haier Smart Home Co., Ltd. (hereinafter referred to as the "Company") was held in the morning on 30 March 2021 at Conference Room 118, Ecological Brand Center Building, Haier Information Industry Park. 12 directors were expected to attend the meeting and 12 directors actually present. Of which, Mr. Wu Changqi, Mr. Lin Sui, Mr. Yu Hon To David, Ms. Eva Li Kam Fum, Mr. Dai Deming, Mr. Chien Daqun, Mr. Wong Hak Kun, Mr. Li Shipeng attended the meeting by conference call, and the attendance met the requirements of laws and regulations and the Articles of Association of the Company. The notice of this meeting was sent via e-mail on 23 March 2021. The supervisors and senior management personnel of the Company attended the meeting as non-voting attendees. The notice and convening of the meeting were in compliance with the Company Law and the Articles of Association, and the meeting was presided over by Chairman Liang Haishan. The following resolutions were adopted after earnest consideration by the directors present at the meeting: Hexin Certified Public Accountants LLP and HLB Hodgson Impey Cheng Limited are the two audit agencies engaged by the Company to issue the auditing report under the PRC accounting standards and the auditing report under the international accounting standards, respectively. There is no difference between the auditing reports in terms of important financial information. For details, please refer to the 2020 Annual Report of Haier Smart Home Co., Ltd. (A-shares annual report) published on the website of Shanghai Stock Exchange on the same day as this announcement, the 2020 Annual Report published on the Company's website (D-shares annual report) and the 2020 annual results announcement published on the website of Hong Kong Stock Exchange (and the H-shares annual report to be disclosed by the Company before 30 April 2021. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. In accordance with the relevant requirements of the Securities Law and Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 2 - Content and Format of Annual Reports (Revised in 2017) and the relevant laws and regulations in Hong Kong, Germany, after we, as the directors, supervisors and senior management of the Company, have fully understood and reviewed the 2020 Annual Report of the Company, in our opinion: For details, please refer to the 2020 Annual Report of Haier Smart Home Co., Ltd. and the 2020 Annual Report Summary of Haier Smart Home Co., Ltd. published on the website of Shanghai Stock Exchange on the same day as this announcement,the 2020 Annual Report published on the Company's website (D-shares annual report) and 2020 annual results announcement published on the website of Hong Kong Stock Exchange (and the annual report of H-shares to be disclosed by the Company before 30 April 2021. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. For details, please refer to the 2020 Annual Profit Distribution Plan of Haier Smart Home Co., Ltd. published on the website of Shanghai Stock Exchange and on the Company's website on the same day as this announcement, with the announcement No.: L2021-018. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on the Anticipated Provision of Guarantees for its Subsidiaries in 2021 published on the website of Shanghai Stock Exchange and on the Company's website on the same day as this announcement, with the announcement No.: L2021-019. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on the Conduct of Foreign Exchange Derivatives Business published on the website of Shanghai Stock Exchange and the Company's website on the same day as this announcement, with the announcement No.: L2021-20. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. To ensure the normal operation of the Board of Directors of the Company, in accordance with the relevant provisions of the Company Law, the Articles of Association and the opinions of the Nomination Committee under the Board of Directors of the Company, we hereby nominate Mr. Wu Qi as an independent director with the term consist with that of the Tenth Session of Board of Directors of the Company. His qualification as an independent director has been filed with Shanghai Stock Exchange without any objection. For details, please refer to the Announcement of the Election of Independent Director of Haier Smart Home Co., Ltd. published on the website of Shanghai Stock Exchange on the same day as this announcement, with the announcement No.: L2021-021. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. The listing of H-shares of the Company has been completed since 23 December 2020. In order to cater for the development of the Company, based on the work complexity and workload of directors and general benchmarking industry standards, the Company proposes to adjust the director's allowance to a maximum total of RMB260,000 before tax per year, including fixed allowance of RMB210,000 per year and performance allowance of up to RMB50,000 per year. The factors for considering the actual allowance payment and full reimbursement of travelling expenses of directors and other contents remain unchanged This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. The "Project on the Intelligent Manufacturing Upgrading of Air-Conditioners Production Base in Haier (Zhengzhou) Innovation Industrial Park" and the "Project of Intelligent Household Operation System Based on Natural Interaction and Cloud Brain (U+)" with the funds raised from the convertible corporate bonds of the Company are proposed to close. The surplus funds of RMB73.75 million are proposed to be used in permanently supplementing the working capital. For details, please refer to the Announcement on Closing Certain Fund-raising Projects through Convertible Corporate Bonds and Permanently Supplementing the Working Capital with the Surplus Funds of Haier Smart Home Co., Ltd. published on the website of Shanghai Stock Exchange and the Company's website on the same day as this announcement, with the announcement No.: L2021-022. Independent directors have expressed independent opinions on the resolution. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. The completion of the construction of the following projects with the funds raised from the convertible corporate bonds of the Company is proposed to be postponed: (1) The completion of the construction of the "Project on High-end Central Air Conditioners with an Annual Capacity of 1.50 Million Units" is proposed to be postponed to December 2022; (2) The completion of the construction of the "Project on the Industrial Park (Phase I) in North India of Haier" is proposed to be postponed to December 2021; (3) the completion of the construction of the "Project on New Factory for Haier Kitchen Appliances" is proposed to be postponed to December 2021. Independent directors have expressed independent opinions on the resolution. For details, please refer to the Special Report of Haier Smart Home Co., Ltd. on the Deposit and Actual Use of the Raised Funds in 2020 published on the website of the Shanghai Stock Exchange on the same day as this announcement. In order to meet the need of the Company's business development, in accordance with the Company Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association and on the prerequisite of complying with the listing rules of the stock exchanges in the place where the shares of the Company are listed, the Board of Directors intends to propose at the General Meeting to generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with the H-shares and/or D-shares of up to 10% of the number of the H-shares in issue of the Company, or securities, share options, warrants, or the similar rights which may be converted into such shares to subscribe for the H-shares of the Company (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "General Mandate"). The specific authorization is as follows: I. To generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with the H-Shares or Similar Rights, and to determine the terms and conditions for allotment, issuance and disposal of new shares or issue Similar Rights, including but not limited to: II. The number of the H-shares (excluding the shares issued by way of the conversion of public reserve into share capital) to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board of Directors or the Chairman and its authorized persons in accordance with the General Mandate referred to in the first paragraph above shall not exceed 10% of the number of the H-shares in issue of the Company at the time when this resolution is considered and passed at the General Meeting of the Company. III. To authorize the Board of Directors or the Chairman and its authorized persons to obtain approvals from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws to exercise the General Mandate. IV. To authorize the Board of Directors or the Chairman and its authorized persons to approve, execute, modify and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance and disposal of any new shares under the abovementioned General Mandate, handle the necessary procedures and take other necessary actions. V. Where the Board of Directors or the Chairman and its authorized persons have, during the effective period of the General Mandate, determined to allot, issue and deal with the H-shares or Similar Rights, and the Company also has, during the effective period of the General Mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, and the Board of Directors of the Company or the Chairman and its authorized persons may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance and disposal of such shares. VI. To authorize the Board of Directors or the Chairman and its authorized persons to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association of the Company in accordance with the way, type and number of the allotment and issuance of new shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new shares. VII. The effective period of the General Mandate shall be from the passing of this proposal to the following date, whichever is earlier: This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. In order to meet the need of the Company's business development, in accordance with the Company Law of the People's Republic of China, the Listing Rules of Securities on The Stock Exchange of Frankfurt, the Market Abuse Regulation of EU, the relevant EU regulations on the issuance and trading of securities and the Articles of Association, on the prerequisite of complying with the listing rules of the stock exchanges in the place where the shares of the Company are listed, the Board of Directors intends to propose at the General Meeting to generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with D-shares of up to 10% of the number of the D-shares in issue of the Company, or securities, share options, warrants, or the similar rights which may be converted into such shares to subscribe for the D-shares of the Company (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "General Mandate"). The specific authorization is as follows: I. To generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with the D-Shares or Similar Rights, and to determine the terms and conditions for allotment, issuance and disposal of new shares or issue Similar Rights, including but not limited to: II. The number of the D-shares (excluding the shares issued by way of the conversion of public reserve into share capital) to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board of Directors or the Chairman and its authorized persons in accordance with the General Mandate referred to in the first paragraph above shall not exceed 10% of the number of the D-shares in issue of the Company at the time when this resolution is considered and passed at the General Meeting of the Company. III. To authorize the Board of Directors or the Chairman and its authorized persons to obtain approvals from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws to exercise the General Mandate. IV. To authorize the Board of Directors or the Chairman and its authorized persons to approve, execute, modify and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance and disposal of any new shares under the abovementioned General Mandate, handle the necessary procedures and take other necessary actions. V. Where the Board of Directors or the Chairman and its authorized persons have, during the effective period of the General Mandate, determined to allot, issue and deal with the D-shares or Similar Rights, and the Company also has, during the effective period of the General Mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, and the Board of Directors of the Company or the Chairman and its authorized persons may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance and disposal of such shares. VI. To authorize the Board of Directors or the Chairman and its authorized persons to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association of the Company in accordance with the way, type and number of the allotment and issuance of new shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new shares. VII. The effective period of the General Mandate shall be from the passing of this proposal to the following date, whichever is earlier: This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. The Company convened the 2021 First Extraordinary General Meeting, the First A-shares Class Meeting of 2021, the First D-shares Class Meeting of 2021 and the First H-shares Class Meeting of 2021 on 5 March 2021, which considered and approved the Resolution on the General Mandate to Repurchase H-shares after the Listing by way of Introduction. It approved to authorize the Board of Directors of the Company to repurchase H-shares subject to the Articles of Association and the relevant laws, regulations and rules of the place where the securities of the Company are listed. The number of H-shares proposed to be repurchased shall not exceed 10% of the total number of H-shares of the Company in issue as at the date of the passing of this resolution at the general meeting and class meetings. It is expected that the total repurchase amount within one year from the effective date of the authorization will be no less than HKD1.0 billion. Such authorization shall lapse upon the conclusion of the 2020 Annual General Meeting of the Company. In order to strengthen the market value management of the Company and meet the needs of the Company's operation, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the Articles of Association and based on the current operation and financial conditions and the development prospects of the Company, the Board of Directors intends to propose at the general meeting and the class meeting of the Company to authorize the Board of Directors the general mandate to repurchase certain H-shares of the Company in issue. The specific authorization is as follows: I. To authorize the Board of Directors during the effective period of the general mandate to exercise the rights of the Company to repurchase H-shares of the Company in issue and listed on the Hong Kong Stock Exchange in accordance with the regulations of the domestic competent securities authorities or regulatory authorities and applicable laws, regulation and/or rules on the Hong Kong Stock Exchange and the Shanghai Stock Exchange; II. The aggregate nominal amount of H-shares of the Company authorized to be repurchased by the Board of Directors pursuant to the approval mentioned above during the effective period of the general mandate shall not exceed 10% of the number of H-shares of the Company in issue as at the date of the consideration and passing of this resolution at the general meeting, the A-shares, D-shares and H-shares Class Meetings of the Company, respectively; The effective period of the general mandate to repurchase H-shares mentioned above shall be from the passing of this resolution at the general meeting and class meetings to the following date, whichever is earlier: Meanwhile, the Board of Directors proposes to the general meeting to authorize the Board of Directors or the Chairman and its authorized persons to take all necessary acts as they consider necessary to execute, complete and deliver all documents as they consider necessary to implement the authorization mentioned in this resolution, including but not limited to: (i) formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased shares, and determine the time and duration of repurchase, etc.; (ii) notify creditors and issue announcements in accordance with the requirements of the Company Law of the People's Republic of China and other relevant laws, regulations, normative documents and the Articles of Association (if necessary); (iii) open overseas share accounts and carry out the related changes of foreign exchange registration procedures (if necessary); (iv) carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges in the place where the shares of the Company are listed (if necessary); (v) carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges in the place where the shares of the Company are listed; (vi) carry out the cancellation procedures for repurchased shares, reduce the registered capital, and make amendments which it deems appropriate to the Articles of Association of the Company to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filings procedures at home and abroad; (vii) execute and handle other documents and matters related to the repurchase of shares. This resolution is subject to the submission to the 2020 Annual General Meeting and the Second A-shares / D-shares / H-shares Class Meetings of 2021 for consideration. I. To authorize the Board of Directors during the effective period of the general mandate to exercise the rights of the Company to repurchase certain D-shares of the Company in issue and listed on the Frankfurt Stock Exchange in accordance with the regulations of the domestic competent securities authorities or regulatory authorities and the Relevant Listing Regulations; II. The aggregate nominal amount of D-shares of the Company authorized to be repurchased by the Board of Directors pursuant to the approval mentioned above during the effective period of the general mandate shall not exceed 10% of the number of D-shares of the Company in issue as at the date of the passing of this resolution at the general meeting, the A-shares, D-shares and H-shares Class Meetings of the Company, respectively; The effective period of the general mandate to repurchase D-shares mentioned above shall be from the passing of this resolution at the general meeting and class meetings to the following date, whichever is earlier: Meanwhile, the Board of Directors proposes at the general meeting to authorize the Board of Directors or the Chairman and its authorized persons to take all necessary acts as they consider necessary to execute, complete and deliver all documents as they consider necessary to implement the authorization mentioned in this resolution, including but not limited to: (i) formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased shares, and determine the time and duration of repurchase, etc.; (ii) notify creditors and issue announcements in accordance with the requirements of the Company Law of the People's Republic of China and other relevant laws, regulations, normative documents and the Articles of Association (if necessary); (iii) open overseas share accounts and carry out the related changes of foreign exchange registration procedures (if necessary); (iv) carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges in the place where the shares of the Company are listed (if necessary); (v) carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges in the place where the shares of the Company are listed; (vi) carry out the cancellation procedures for repurchased shares, reduce the registered capital, and make amendments to the Articles of Association of the Company to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filings procedures both domestically and abroad; (vii) execute and handle other documents and matters related to the repurchase of shares. This resolution is subject to the submission to the 2020 Annual General Meeting and the Second A-shares / D-shares / H-shares Class Meetings of 2021 for consideration. XIX. Resolution on Amending the Articles of Association (Voting results: For 12, Against 0, Abstain 0) For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on Amending the Articles of Association of the Company published on the Shanghai Stock Exchange website and the Company's website on the same day as this announcement, with the announcement No.: L2021-024. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. According to the actual situation of the Company, the Company has made amendments to the Rules of Procedures of the Board of Directors of Haier Smart Home Co., Ltd. For the revised provisions, see Appendix 1: "Rules of Procedure of the Board of Directors" of Haier Smart Home Co., Ltd. Revised content published on the company's website at https://smart-home.haier.com/en/dggg/. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. According to the actual situation of the Company, the Company has made amendments to the Management System of External Guarantees of Haier Smart Home Co., Ltd. For the revised provisions, see Appendix 2: "Management System of External Guarantees of Haier Smart Home Co., Ltd." Revised content published on the company's website at https://smart-home.haier.com/en/dggg/. This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval. XXII. Resolution on Amending the Management System of Information Disclosure (Voting results: For 12, Against 0, Abstain 0) For details, please refer to "Notice of Haier Smart Home Co., Ltd. on Convening the 2020 Annual General Meeting and the Second A-shares Class Meeting of 2021" published on the website of Shanghai Stock Exchange and the company's website on the same day as this announcement, with announcement number: L.2021-025 as well as the circular on the 2020 Annual General Meeting the Second D/H-shares Class Meeting of 2021 and other matters separately issued to D shareholders and H shareholders on the overseas corporate information disclosure platforms of the Company (the German information disclosure platform, https://www.dgap.de/, the German Federal Gazette, the website of the Hong Kong Stock Exchange https://www.hkexnews.hk, and the website of the Company http://smart-home.haier.com/en/ggyxw/). Haier Smart Home Co., Ltd. 30 March 2021 30.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Haier Smart Home Co.,Ltd. |
| Haier Industrial Park, Laoshan District | |
| 266101 Qingdao | |
| China | |
| Internet: | www.haier.net |
| End of News | DGAP News Service |
1179856 30.03.2021
