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]
Haier Smart Home Co.,Ltd.: Announcement On Proposed Amendments To The Articles Of Association
2021-02-07 / 16:48
Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Announcement On Proposed Amendments To The Articles Of Association
Qingdao / Shanghai / Frankfurt / Hong Kong, 07 February 2021 - Haier Smart Home Co., Ltd. (D-Share 690D.DE, A-Share
600690.SH, H-Share 06690.HK) published today an announcement on the Shanghai Stock Exchange and on the Hongkong Stock
Exchange with regard to Proposed Amendments To The Articles Of Association.
The board of directors (the "Board") of Haier Smart Home Co., Ltd. (the "Company") hereby announces that, the Board
meeting held on 7 February 2021 considered and approved, among others, a resolution regarding the amendments to the
Articles of Association of the Company (the "Articles of Association").
Following the completion of the listing of H shares by way of introduction and the transaction of the privatisation of
Haier Electronics Group Co., Ltd. (Stock Code: 1169) by the Company, for the purpose of better realising the synergy,
further optimising corporate governance, improving the environmental, social and governance standard of the Company,
attracting excellent talents and speeding up the implementation of the Internet of Things Strategy, the Company intends
to amend the relevant provisions of the existing Articles of Association in relation to corporate governance.
The details of the proposed amendments to the Articles of Association are set out in Appendix I to this announcement.
The Board agrees to submit the above proposed amendments to the Articles of Association at the Company's 2021 First
Extraordinary General Meeting (the "EGM") for consideration and approval. A circular containing, among others, the
information regarding the proposed amendments to the Articles of Association, together with a notice for convening the
EGM, will be despatched to the shareholders of the Company in due course.
The amended Articles of Association will become effective on the date of approval by the EGM. Before the proposed
amendments come into effect, the existing Articles of Association continue to be valid.
The Board of Directors
Haier Smart Home Co., Ltd.
Appendix I: Details of the proposed amendments to the Articles of Association
No. Original provisions Amended provisions
1 Article 200 The Company shall establish a Board of Article 200 The Company shall establish a Board of
Directors which is accountable to the shareholders' Directors which is accountable to the shareholders'
general meeting. general meeting.
The Board of Directors shall comprise nine The Board of Directors shall comprise eight to
directors, of whom three shall be independent thirteen directors, of whom three to five shall be
directors. There shall be one Chairman and one or independent directors. There shall be one Chairman
two deputy chairmen. and one or two deputy chairmen.
2 Article 205 The Board of Directors of the Company Article 205 The Board of Directors of the Company
shall establish special committees such as strategy shall establish special committees such as strategy
committee, audit committee, nomination committee and committee, audit committee, nomination committee,
remuneration and evaluation committee according to remuneration and evaluation committee,
the relevant resolutions of the shareholder's environmental, social and governance committee etc.
general meeting. All members of special committees according to the relevant resolutions of the
shall comprise directors. Independent directors shareholder's general meeting. All members of
shall be the majority in the audit committee, special committees shall comprise directors.
nomination committee, remuneration and evaluation Independent directors shall be the majority in the
committee and shall serve as conveners. The audit audit committee, nomination committee, remuneration
committee shall consist entirely of non-executive and evaluation committee and shall serve as
directors, shall have at least three members and conveners. The audit committee shall consist
shall have at least one independent director who is entirely of non-executive directors, shall have at
an accounting professional or has the appropriate least three members and shall have at least one
accounting or relevant financial management independent director who is an accounting
expertise required under the Hong Kong Listing professional or has the appropriate accounting or
Rules. relevant financial management expertise required
under the Hong Kong Listing Rules.
3 Article 210 In accordance with the
domestic and overseas regulatory requirements, the
environmental, social and governance committee under
the Board of Directors is mainly responsible for the
management of corporate governance, environmental
and social responsibilities of the Company and make
relevant recommendations to the Board of Directors,
which includes:
(I) Guide and review the formulation of the
Company's environmental, social and governance
vision and strategies, and report and make
recommendations to the Board;
(II) Evaluate and classify the Company's
environmental, social and governance risks and
opportunities, and report and make recommendations
to the Board;
(III) Review the implementation of the Company's
environmental, social and governance work and
internal control system, and report and make
recommendations to the Board on their
appropriateness and effectiveness;
(IV) Review and monitor the Company's relevant
environmental, social and governance objectives and
its implementation, and report and make
recommendations to the Board;
(V) Review the social responsibility report
disclosed by the Company to the public, and report
and make recommendations to the Board;
(VI) Conduct research and make recommendations on
other major environmental, social and governance
matters and emergencies that affect the Company;
(VII) Inspect the implementation of the above
matters;
(VIII) Other matters authorised by the Board.
(The subsequent provisions number sequence should be
reordered in proper sequence upon the addition of
above contents.)
4 Article 334 The Articles of Association shall be Article 335 The Articles of Association shall come
considered and approved by the general meeting of into force on the date when it is considered and
shareholders of the Company and shall come into approved by the general meeting of shareholders of (MORE TO FOLLOW) Dow Jones Newswires
February 07, 2021 10:48 ET (15:48 GMT)
